~~~Previously~~~

Pixie Village has been attacked by Echo, the witch of sound waves. After finding Flora in Magix, Catarina and Carmen battle against Splendora's nightmare spiders. The specialists became prisoners in Splendora's tower and thanks to Colton, managed to get free. This allowed for Colton to escape the tower and head off to warn Alfea. After destroying Red Fountain, Rave's secret has been discovered. This new discovery caused a battle between Rave and Helia, leaving Rave the victor.~~~

Pixie Village

The fairies arrived in Pixie Village, only to find it in ruins. Someone had destroyed the buildings and scared off the pixies. Rachel looked around for any sign of the witch, but was not able to see anyone. As the others searched for the pixies, Rachel continued to look for the one behind this destruction.

"I know you're here witch. Show yourself." Rachel said.

Echo chuckled and stepped out of the shadows. "Aren't you the perceptive one. The other fairies didn't even know I was there until it was too late."

Rachel glared and quickly transformed, "Rachel, fairy of gemstones. I won't let you get away with this. Crystal Blast!" Within seconds, crystals flew towards Echo.

"Is that all you can do?" Echo asked, dodging the attack. "I am the witch of sound waves. You can't defeat me with weak attacks like that. It's my turn now, Sound Cage." The witch laughed as a cage formed around Rachel. "My mistress has had her eyes on you fairy."

Rachel winced in pain a little and prepared for another attack. "Crystal Bolt." Small crystals struck the sound bars, only to be bounced back at her. Dropping to her knees, she could only stare at Echo.

"Weak fairy." Chuckling, Echo moved closer to Rachel and smirked. "You never stood a chance against me." Within an instant, Rachel disappeared with the cage. "Now to deal with that headmaster."

Lake Roccaluce

'Alfea isn't too far from here.' Helia thought, walking around the edge of the lake. 'Still, something doesn't feel right about this.'

Echo appeared in the shadows near Helia and smiled a little. 'This should be fun.' "Sonic bolt."

Helia attempted to block the attack, only to be knocked back when the bolt expanded. "Who are you? And what do you want?"

Chuckling, Echo stepped out of the shadows and smirked. "You won't live long enough to remember me at all. Then again, I guess it wouldn't hurt to tell you my name. It's not like you could tell anyone. The name's Echo sweetheart. Just so you know, your little weapons won't work on me. It's the exact reason I was sent after you in the first place. It's a shame that I have to kill you. Sonic Echo."

Helia cried out in pain as he took the attack at full force, before a blinding light stopped it all together. When the light died down, a golden javelin came into view. Echo growled a little and took notice to Colton. Within seconds, he was standing beside is javelin and glaring at the witch.

"Are you alright headmaster?"

Helia slowly regained his stance and nodded. "I will be fine. It's a good thing you showed up when you did."

"Colton. I don't know you escaped, but you won't get away this time." Echo said, smirking.

Colton grabbed a hold of his javelin and stood ready for the next attack. "This witch isn't the only thing we have to worry about. Nightmare bats were following right behind me. They should arrive any minute now." Before he could say another, he winced and dropped to one knee. 'I'm still weak from being in that tower, but I have to fight back.'

'This is bad. Neither one of us have the strength to fight.' Helia thought.

Splendora's Tower

Splendora sat upon her throne and watched as the cage trapping Rachel appeared. Smirking, she walked over to the cage and stared at the weak fairy. "Wake up little fairy."

Rachel slowly opened her eyes and looked up at Splendora, glaring. "What do you want with me?"

"You work for me now."

Rachel growled a little and slowly stood up. "I will never take orders from you."

Splendora chuckled and smiled a little, as a crimson choker appeared around Rachel's neck. "You don't have a choice little fairy. That choker is fused with nightmare magic. It will force you to obey my orders and I'm the only one that can remove it."

Rachel continued to glare at Splendora, before feeling a sharp pain throughout her entire body. "What are your orders mistress?"

Within an instant, the cage disappeared and Rachel's full strength was restored. "There are rats in my tower. I want you to exterminate them."

Without hesitation, Rachel nodded and flew down the hallway. 'There has to be a way to fight this. I can't control my actions and attacking Splendora would be pointless. Then again, what if she's right? It's possible that she truly is the only one that can remove this choker.' Taking notice to the specialists, she smirked and landed in front of them.

"Rachel." Gale said. "What are you doing here?"

Rachel remained silent and stared at Gale. "I thought that you could use some help."

Zane narrowed his eyes at Rachel and took a step forward. "Get away from her. She's under a spell."

Rachel chuckled as a dark blue aura formed around her. "Aren't you the smart one. You won't be leaving here alive. Crystal Blast."

Gale cried out in pain as crystals struck him and quickly pulled out his tonfa. "Don't make me hurt you Rachel."

"You can't hurt me Gale. I'm stronger than you. Crystal Bolt."

Alex pulled out his bow and fired off an ice arrow in front of Gale, creating an ice shield. "At least our weapons appear when we need them. We have no choice but to fight her."

Zane nodded as his thunder whip appeared. "I don't want to hurt you, but you leave me no choice." Within seconds, he cracked the whip and attempted to strike Rachel. "My thunder whip can't be stopped that easily."

"Crystal Reflection." Within an instant, crystals bounced off whip and directly towards the specialists. "Do not underestimate me." Before she could say another word, she cried out in pain and fell to her knees. "You actually managed to hit me. I'm quite impressed."

Rexx slowly made his way over to Rachel, wincing in pain as he did so. Looking at his side, he took notice to a crystal shard and blood. "Rachel. This isn't you. I know that you don't want to hurt us. You have to fight it."

"Pathetic." Rachel said, chuckling and forming a crystal shard. "You can be the first to die." Without hesitation, she used the shard to stab Rexx in the stomach.

Rexx winced in pain and coughed up blood. "Ra...chel..."

"That's enough." Gale said, creating a wind blast to send Rachel flying into the wall and knocking her unconscious. "Rachel will be fine. We have to get Rexx out of here. Hang in there buddy." He then quickly wrapped the wounds and helped Rexx up off the floor.

Alex looked over at Rachel and sighed. "I don't get it. Why were we able to summon our weapons just now?"

"You have a point." Zane said, helping Gale with Rexx. "Colton was able to summon his javelin with ease."

Gale nodded as Rexx fell unconscious. "There must have been something in that dungeon that kept us from summoning them. Colton is from Revia, so I guess his light magic wasn't affected by it. That's the only explanation I can come up with."

"That is quite possible." Alex said. "Right now, getting Rexx medical attention is our main priority. Zane, you said that you had a way out of here."

Zane pulled out a dark purple stone and used thunder magic in order to cause it to hover in mid-air. "Now that we're out of that cell, I can use this stone to get us out of this tower."

"What about Rachel?" Gale asked.

Zane glanced over at Rachel and looked down a little. "There's nothing we can do for her right now. We need to come up with a plan. It's time for us to get out of here." All of a sudden, a bright light filled the area around them. Once it disappeared, the specialists were gone without a trace.

Alfea

The bus pulled up to the entrance of Alfea, letting off Catarina, Carmen, and Flora. Once the bus was gone, the three fairies made their way into the quad.

"I'm certain that Rosella is around here somewhere." Catarina said.

Carmen nodded and looked around, taking notice to Rosella. "There she is. I just hope that she's up for talking."

"She may not have a choice at this point." Flora said. "Just leave everything to me. You should go rest up. We will all need our strength for the upcoming battle." She then smiled and made her way over to Rosella. "Are you alright sweety?"

Rosella glanced up at Flora and then quickly looked away. "You're Flora from the Winx. What are you doing here?"

Flora took a seat beside Rosella, "Your friends came to me. They thought that you could use my help. Would you like to talk?"

"I wouldn't even know where to begin."

"Headmistress." Griselda said. "Carmen and Catarina have returned."

Faragonda nodded, staring down at her desk. "And what of the fairies that went to Pixie Village?"

"Rachel has disappeared and the others are in comas."

Faragonda stood up and sighed. "There's a battle coming our way. So far, Cloud Tower has yet to be affected by it. We have to do something before then. If things continue like this, we will have no choice but to send the students home. It won't be safe here."

"Headmistress. No one has heard from Helia and there are still students missing from Red Fountain."

"I know Griselda. We have to hope for the best right now."

"I know that you are from Revia." Flora said. "It must have been frightening for you."

Rosella looked down and sighed. "Everyone I cared about is gone and there's nothing that will bring them back."

"You've been through a lot of pain, but there are people that want to help you Rosella. Your friends are a great example. And you already know that you're not the only survivor."

"I'm afraid." Rosella said, staring up at the sky. "The thought of losing those close to me is frightening. What if I'm not strong enough to protect anyone? I've never once tried to transform because of that fear."

Flora placed a hand on Rosella's shoulder and smiled. "It's alright to be afraid. Everyone has times when they doubt themselves. The important thing is that you try. And if you don't overcome your fear, you will always be running."

"I've seen first hand what that witch can do. I never could get close to people because I was afraid of them getting hurt."

"Rosella. You have the power within you to stop her. All you need to do is believe in yourself."

"That's just it Flora. I'm not sure if I can."

"I know just how you feel. There were times when I didn't believe in myself either. The one thing I could count on, was that my friends were there to lend a hand. I believed in them and they believed in me. People will get hurt if you just sit back and do nothing. You're power can save people."

Rosella glanced over at Flora and smiled. "I guess that it wouldn't hurt for me to try."

"That's the spirit." Flora said, smiling. "Now then, let's go see your friends."

Rosella nodded as they stood up and walked over to where Catarina and Carmen were.

"How are you feeling Rosella?" Catarina asked.

Rosella smiled, "I feel a lot better now."

"What happened here Rosella?" Carmen asked. "I noticed the Red Fountain ships when we got back."

"Red Fountain was destroyed and everyone has fled here, but a few of the guys are missing. I'm sure you can figure out who. Pixie Village was also attacked. So far, all the girls that came back are in a coma. Rachel was among them, but she's missing as well."

The girls gasped and looked down. Catarina was the first to speak up. "Do you think that something terrible happened to Rachel?"

"Rachel is tough Catarina." Carmen said. "She can take of herself. I'm sure that she's fine."

Flora looked over at Rosella, "You said that Red Fountain was destroyed. Has anyone seen Helia?"

"I'm sorry Flora." Rosella said. "He's missing as well."

Flora looked down, a deep sadness coming over her. "I see. Has anyone gone looking for the missing people?"

"With everything that's going on, it's too dangerous to send anyone."

Before anyone could say another word, there was a bright flash of light. Once the light faded, everyone could see the specialists. Catarina smiled upon seeing Gale and ran up to him. Carmen, Rosella, and Flora followed behind Catarina and smiled, before noticing Rexx.

"Gale." Catarina said, hugging him. "I'm so happy you're alright. I was worried about you."

A look of fear came over Carmen's face as she looked at Rexx. "What happened to Rexx?"

"It's great to see you again Catarina." Gale said smiling. "Rexx got hurt. He needs medical attention. I did manage to stop the bleeding."

Alex looked to Rosella and smiled. "I'm so glad that you're safe. Rachel attacked us."

"Why would she do something like that?" Rosella asked.

Zane stayed silent as the others spoke until Rosella spoke up. "She's under a spell and you're the only one that can help her."

"Which is why the seven of you are going to search." Faragonda said.

Flora looked at the sound of Faragonda's voice. "Miss Faragonda."

"Rexx will get the medical attention he needs." Faragonda said. "In the meantime, there are still others missing. It's up to you to find them before it's too late."

Catarina nodded and looked to the entrance. "We're on it miss Faragonda. Let's go everyone."

"Do be careful everyone." Faragonda said, as Rexx was taken to the medical wing and everyone else left.

Lake Roccaluce

"Looks like your luck just ran out." Echo said, chuckling. "It wouldn't take much to kill you, but what's the fun in that?"

Colton glared before taking notice to the nightmare bats. "We have to get out of here."

"I agree, but we barely have the strength to stand." Helia said. "There's no chance of us being able to run and we're outnumbered."

Colton looked around, trying to figure out something they could do. "I might be able to keep those things at bay." At that moment, his javelin began to glow and create an orb of light around them. After a few seconds, the orb started to fade. "I don't have the strength to keep this up for very long."

"Give it up already." Echo said. "You can't win and no one can save you."

"Magic Charmix!"

"Catarina, fairy of aura."

"Carmen, fairy of volcanoes."

"Magic Winx! Bloomix! Flora, fairy of nature."

"That's where you're wrong Echo." Zane said, using his whip to take down a nearby bat.

Echo growled upon seeing the fairies and specialists. "Do you think that this will change things? You don't have the power to defeat me."

"Aura Blast!" Within an instant, an orb of purple energy struck Echo. "You were saying witch."

"That a girl Catarina." Carmen said.

Echo chuckled as she stood up and smirked. "Not bad, but you'll have to do better than that."

Carmen growled as energy formed in her hands. "Take this. Lava Beam."

Echo stood still as the lava came at her and yawned. "What was that? How pathetic."

"Nothing we do seems to phase her at all." Catarina said.

Flora landed beside Helia and hugged. "Helia. Are you alright?"

"I'm fine now that you're here." Helia said. "Right now we have to take care of these creatures."

Alex and Gale stood back to back, taking down bats. "There's no end to them." Before Alex could say another word, he fired off a few more ice arrows.

"We have to keep fighting Alex." Gale said, taking down a few more bats with a gust of wind.

Colton slowly stood up and faced Echo. "Let's continue where we left off Echo."

"Colton, you're too weak to fight her." Helia said. "Stand down."

Colton used his javelin to stand and winced in pain. "I can't stand around and do nothing."

"Colton. You can't even stand up." Flora said. "Let me deal with her."

Colton nodded and took a seat on the ground. 'I'm so weak.'

"Be careful Flora." Helia said.

Echo smirked and turned her attention to Flora. "You have to be kidding me. So, you're big plan is to send a flower girl after me. How pathetic."

"Spring Shower." Flora watched as the multi-colored spiral struck Echo.

Echo chuckled and stood back up. "That actually hurt, but it's not enough to stop me. Sonic Bolt." Upon striking Flora, the bolt expanded and knocked her back. Echo smirked and turned her attention to Rosella. "My mistress will be pleased to see you Rosella."

"You're not going to touch her." Catarina said. "Aura Shot." At that moment, a beam of purple energy shot out at Echo.

Carmen flew up beside Catarina and prepared another attack. "And now it's my turn. Magma Vortex." Swirling around the energy beam was a vortex of magma. "That should take care of her."

"I wouldn't say that." Echo said, wincing a little. "I'm not finished yet. Sonic Echo."

The girls cried out in pain as they hit the ground, losing their transformations. Flora slowly sat up and looked around. As for the specialists, they were still taking down bats.

Alex cried out in pain as a bat sent him flying across the ground. 'Everyone is getting weaker by the minute. We can't keep this up for much longer.'

"We can't give up." Zane said, destroying more bats. "If we stop now she wins."

Rosella could only watch as her friends got hurt. 'What should I do? I'm not strong enough to help them. If I don't, they will all die.'

"Rosella." Catarina said. "I know that you're scared, but we need you. You can handle this."

Echo chuckled and shot Catarina with a sonic bolt. "Rosella can't do anything to stop me. She's just a weak little girl."

Rosella leaned back against a nearby tree and closed her eyes. 'I can't do anything. I'm so afraid.'

"Listen to me Rosella." Alex said. "You're stronger than you realize. We believe in you. I believe in you. Isn't that enough?"

Gale cried out in pain as he was struck by a bat and knocked into a tree, falling unconscious.

"You all are finished." Echo said. "Watch Rosella as your friends die." She snickered a little as she prepared for another attack.

'They are all counting on me. I'm the only one that can help. Flora was right. I have to believe in myself.' Rosella thought. "Leave them alone." Without hesitation, she ran and stood in front of Echo.

"If my mistress didn't have use for you, I would destroy you right now." Echo said. "Now move."

Rosella glared and stood her ground. "I won't let you hurt them anymore. Magic Charmix! Rosella, fairy of unicorns" Before she knew it, a bright light engulfed her. When the light faded, there she stood as a fairy. "I did it. I transformed. You have to deal with me now Echo."

"You have no idea what you're doing." Echo said. "Sonic Bolt."

Rosella remained where she was and took the attack full force. "I'm not afraid of you Echo." She winced a little and flew up into the air. "I'm going to show you exactly what I can do. Light Arrow." Within an instant, an arrow of light flew towards Echo.

Echo cried out in pain and growled a little. "You'll pay for that fairy."

"Get lost Echo." Zane said, striking her with his whip.

Echo winced and glared at Zane. "This is far from over. You may have won this battle, but the war has just begun." Chuckling, she disappeared into a cloud of dark smoke.

"That was amazing Rosella." Carmen said, hugging her.

Catarina smiled and nodded. "You found your strength. I know that things have been hard for you, but we will always be right by your side."

"Thank you for helping me." Rosella said smiling. "We should get back to Alfea and regain our strength."

Catarina nodded and walked over to Gale. "Come on Gale, get up." No matter what she did, Catarina could not get Gale to respond to her. "He's not responding. His aura is very weak."

"Maybe there's something I can do." Rosella said, kneeling down beside Gale. "Let's give it a try. Healing Light." Instantly, her hands began to glow and wrapped Gale in a soft light. "There. That should take care of that."

Gale slowly opened his eyes and looked at Catarina. "Hey. What happened?"

"We won." Catarina said, smiling.

Alex jumped up and walked over to Rosella. "You did great. I knew that you could handle yourself."

"This is nice and all, but staying here would be reckless." Zane said. "It's not safe to be out in the open."

Colton nodded and slowly regained his balance. "He's right. We can't stay here. That witch could return at any moment. It's better if we regroup back at Alfea."

"Who is that?" Helia asked, helping Flora to her feet.

Gale stood up as everyone gathered around each other, except for Zane. "That's Zane. The real one."

Alfea

Zane sighed and started walking towards the entrance of Alfea. As they walked across the quad, they were met by Faragonda, Griselda and Saladin. It had been a long and tough battle, but they managed to get through it.

"I am so glad that you all are alright." Faragonda said. "Any signs of Rachel?"

The girls shook their heads and looked down. Catarina sighed and looked up, "There was no sign of her."

"Let's talk in my office." Faragonda said, leading the way there. "Now then, what do you know thus far?"

Rexx awoke in the infirmary and slowly sat up. "How did I get here?"

"Miss Faragonda." Carmen said. "Can you please tell me how Rexx is doing."

Faragonda smiled and nodded. "Rexx is doing fine Carmen. He just needs to rest now."

"You don't have to worry about him." Saladin said. "Now then, what have you all found out?"

Gale grabbed a hold of his arm and looked down a little. 'Where do I even begin?'

"Gale." Colton said. "You were the first to suspect something. What happened to you?"

Gale turned his attention to Colton and sighed. "I'm not quite sure really. It all happened so fast. I didn't even know that witch was there until it was too late. Echo is the reason I didn't answer you Catarina. You're right Colton, I did pick up on something. Just being around Zane, or whatever his name is, made me feel uneasy."

"They went after you because you were on to them." Zane said. "And when Catarina picked up on his aura, Echo used a spell to disguise it. They didn't want anyone to know of their plans."

Helia leaned up against the wall and listened as they spoke. "They're trying to tear us apart. It must be why he destroyed Red Fountain. We were lucky to be able to get out. His name is Rave. He's the one behind the destruction."

"Rave." Alex said. "Could it be possible?"

Rosella looked over at Alex and placed a hand on his shoulder. "Do you know him?"

"Rave is my twin brother." Alex said. "He disappeared a few years ago. We need to be careful around him."

Rexx slowly made his way up to Faragonda's office and smiled upon seeing Carmen. "Hey. What did I miss?"

"Rexx!" Carmen said, hugging him. "You should be resting."

"And miss out on all the excitement. No thanks."

'I don't get how he can move around.' Colton thought.

"If Rave is your brother, why is he working for Splendora?" Rosella asked.

Alex sighed and sat down. "Rave has always been a little jealous. He was upset that I kept growing stronger and he was left behind. And then one day, he just disappeared. It's possible that he's joined her in order to get revenge. I could always tell that there was a dark side within him. His mind is clouded with jealousy and hate. The thing you need to worry about is his shadow sais. He's been close this entire time and I didn't realize it."

"Maybe we can find a way to save him from himself." Rosella said.

Zane remained behind everyone, wanting to keep to himself. "Rachel is being controlled by Splendora."

"I see." Faragonda said. "You all need to become stronger in order to defeat these witches."

Zane closed his eyes in an attempt to block everything out. 'They have no idea what's coming for them.' "It's not that simple. Splendora can make your nightmares a reality. And you've already seen what Echo can do."

"Echo." Flora said. "None of our attacks seemed to work on her. She was even able to reverse our transformations."

Faragonda nodded and crossed her arms. "These new enemies will not be easy to defeat. They are powerful and only by working together can you defeat them."

"We're going to need Rachel." Rosella said.

Zane glanced over at Rosella and smirked. "You just don't get it. The only way to save your friend is by destroying the choker around her neck. And Splendora is the only one that can do that. At least, that's what she thinks. You have the ability to break the spell Rosella, but we can't risk you going to that tower."

"I know the risks." Rosella said. "That's why we need to get Rachel to leave it."

Alex looked over at Zane and glared a little. "That's not your decision to make Zane. You sure know a lot about what's going on. Why don't you start talking?"

"Apparently, I'm the only one that does." Zane said. "If Splendora captures Rosella, then it's all over. We won't be able to stop them after that. They will use any opportunity to get their hands on her."

Gale stepped in between Alex and Zane, trying to calm them down. "We won't get anywhere by arguing with each other. Zane, you don't know that for sure. There is always a way to win."

"Splendora wants my horn." Rosella said. "She can't just take it, can she?"

Zane started to calm down before turning his attention to Rosella. "You're right Rosella, she can't take your horn. In order for her to get it, you have to hand it over to her. And she will do all she can to force you to."

"Hold it." Rexx said. "I'm confused."

Alex looked down and shook his head a little. "Not the time Rexx."

"Splendora needs Rosella's horn to purify the others she collected." Zane said. "Their combined power would almost equal that of the dragonflame. And with it, she could easily take over. The thing is, she can't wield its power. A pure horn was meant to be used by those of the light."

Faragonda stood up and walked over to the window. "Unicorn horns hold powerful magic. The only way for Splendora to use it, is by using a conduit."

"That's one of the reasons she came after me." Zane said. "I've touched a pure horn before. Because of that, she can use me to gain its power. I believe that a portion of the horn's power transferred over to me."

Faragonda turned around and faced everyone. "I believe that is enough. You all should take this time to rest and regain your strength. You are going to need it."

~~~Next Time~~~

Now that Rosella has the ability to transform, the fairies must find a way to save Rachel. Carmen and Rexx go on their first official date and is quickly interrupted. Meanwhile, Rosella trains with her new powers. Splendora has something planned for Alex and it can't be good. Rave is still nowhere to be found as everyone waits for their next battle. ~~~