~~~~~Previously

Krista and Ulrik attacked Red Fountain, resulting in the capture of Helia. Draegan defeated Aisha and stole her essence. Neva attacked Flora, having almost lost if it wasn't for Krista showing up. Musa appeared to help Flora, only to cause both of them to lose their essence. Ulrik and Draegan have appeared in Domino with their sights set on Bloom ~~~~

Red Fountain

"Daniel?!" Gale called out, running over to him. "Wake up."

Daniel slowly opened his eyes and sat up. "Gale. What happened?" He then held his head, feeling as if he had been sleeping for hours.

"I was hoping you could tell me." Gale said, helping him stand up.

Daniel regained his composure and looked around. "We were attacked. Everything after that is still a blur."

"It seems that you under some sort of sleep spell." Gale said. "Wait. You said we. Who else was here?"

Daniel leaned up against a wall and held his arm. "I was talking with the headmaster before the attack. They came out of nowhere. Wait a minute. Where is he?"

"If he's not here then I'd say that he's been taken captive." Gale said.

Daniel slid to the ground and kept his gaze down. "I never should have came here."

"It's not your fault Daniel." Gale said. "These Collectors are targeting all the schools. They are after a lot of people. You can't blame everything that goes wrong on yourself. We'll figure this out alright."

Daniel looked up at Gale and sighed. "I know. We don't even know where their hideout is."

Domino

"Tell me what's going on between you and Krista." Draegan said, looking around at the area.

Ulrik stopped in his tracks and turned to Draegan. "You just can't let this go. She has something on me."

"I see." Draegan said, chuckling a little. "And you're stuck as her boyfriend. This is gold."

Ulrik sighed and started walking again.'Why did I tell Draegan anyways? I knew how he would react. At least I didn't go into full detail about everything.'

"Let's just get this over with." Draegan said. "I want a shot at the fire fairy."

Ulrik nodded and took a look around. "Let's get their attention first. You're pretty good at that."

Draegan smirked and started setting things on fire. "Come on out fire fairy."

"How dare you attack innocent people?" Bloom asked, hovering in the air above them.

"It's about time." Draegan said, looking up at the fairy.

Ulrik leaned up against a nearby building and watched the events unfold. "I'll leave this one to you Draegan."

"With pleasure." Draegan said. "Let's see how good you really are Bloom. Phoenix Fire." Within an instant, a phoenix made of fire flew towards Bloom.

Bloom quickly dodged the attack and readied one of her own. "Volcanic Attack!"

"Is that it?" Draegan asked, not moving an inch from where he stood. "Inferno Spike!" A spike made of fire struck Bloom, causing her to fall a little. "Fire doesn't work on me sweetheart. I expected a lot more from you."

"I'm just getting started." Bloom said. "Flame Storm!"

Draegan winced a little and glared at the fairy before him. "You'll pay for that. Flame Vortex!"

Bloom cried out in pain and fell to the ground. "I'm not finished yet. Flame Storm Vortex Burst!"

Draegan cried out and fell to the ground. "Not bad fairy. Either way, you will go down."

"You're the one that's going down." Bloom said.

Draegan growled and slowly got up. "I'm not finished. I will defeat you. One way or another. Phoenix Fire Cage!" Within seconds, a cage formed around Bloom. "You're all mine now."

Bloom winced in pain, feeling her energy start to drain. 'I can't move.'

"Bloom?!" Sky called out, running up to the cage. "Hold on. I'll get you out of there."

Draegan glared and fisted his hands. "If it isn't pretty boy. Do you actually think that you can save her? I hate people like you."

"This is taking too long." Ulrik said, stepping away from the building. "We don't have time for this. Paralysis. You can't save anyone if you're unable to move."

"Sky?!" Bloom called out.

"Light Spectrum!"

Ulrik so the attack coming, reacting quickly. "Earth Barrier."

"Another fairy to join the fun." Draegan said, looking to Stella. "We'll just take care of two birds with one stone. Or in this case, three."

Stella landed in front of Draegan and readied an attack. "You won't get away with hurting my friends. Ray of Pure Light."

Draegan barely dodged the attack, letting it hit him in the leg. "I won't allow some blonde bimbo to take me down. Flame Vortex!"

"Solar Halo!" Stella called out, blocking the attack.

Ulrik sighed and shook his head. "Would you like some help Draegan?"

"I don't need your help." Draegan said, keeping his focus on Stella. "That won't stop me. Inferno Spike."

Stella was knocked back a little from the attack, causing her to wince a little. "That's just rude. Light Spectrum."

"This again." Draegan said, wincing in pain. "Is that the best you got? I can take anything you throw at me."

"Terra Dust."

Stella tried to clear her eyes, finding it hard to see. "I can't see."

Draegan turned to Ulrik and glared. "I had this under control."

"You were taking too long." Ulrik said. "Hurry up and end this already."

Draegan turned his attention back to Stella. "I've had enough of these fairies. Phoenix Fire Cage."

Before the cage could fully form, Stella was pushed out of the way and knocked to the ground. "Ow."

"I wasn't about to let you get stuck in here." Brandon said, dropping to his knees.

Stella sat up or knees, focusing her attention on Brandon. "I'll get you out of there Brandon."

Draegan glared and readied another attack. "Enough of this."

"Would you like some help?" Ulrik asked.

"I don't need your help." Draegan said. "Phoenix Fire!"

Stella quickly stood up and faced Draegan. "Solar Halo." The phoenix struck the shield and broke apart.

"I'm not finished yet blondey." Draegan said, growling a little. "Phoenix Arrow!"

"Total Eclipse!" The spells struck each other and burst apart.

Ulrik leaned up against a building and closed his eyes. "Sure you don't want any help?"

"Not gonna happen Ulrik." Draegan said, breathing heavily. "Inferno Spike!"

"Sunlight Stillness!"

Ulrik opened his eyes and sighed a little. "I'm getting tired of waiting around. Terra Dust!"

"What's the big idea?" Stella asked, trying to clear her eyes.

Draegan glared once more at Ulrik. "I said that I didn't need any help."

"This fight has gone on long enough." Ulrik said. "Put her in a cage and let's get out of here."

Draegan growled a little and turned his attention away from Ulrik. "Phoenix Fire Cage!"

Stella returned to her casual form and fell to the ground unconscious. Without hesitation, Ulrik and Draegan disappeared with their prisoners.

Shadow Lair

Shadow sat upon his throne and smiled as he watched Ulrik and Draegan lock up their prisoners. 'Only one fairy left to go and the Winx will be out of the way.'

"You seem to be enjoying yourself." A voice said. "Although, it's a little pathetic that haven't done anything yourself."

Shadow smirked, resting his head on his hand. "That's what others are for. Besides, I can't have the Winx getting in my way. Those other fairies won't know what hit them."

"You're such a child. Relying on weaklings won't get you anywhere. Keep going on like this and you will fail."

Shadow glared, keeping his gaze on the figure before him. "I didn't bring you here to ask for your opinion. Remember that I'm the one in charge here. And I have something special in mind for you."

"Is that so?"

"It will require paying a visit to an old friend of yours." Shadow said. "I'm sure that he'd love to see you."

The figure smirked and faded off into the shadows.

Shadow chuckled and disappeared in a cloud of smoke. 'It's time to pay a little visit.'

Alfea

Daniel sat in the quad, keeping his gaze on the ground. 'How could I let this happen? Some fairy I am. I'll just get in the way of everyone else.'

"He's really upset." Colton said.

Lyon smirked and leaned up against a tree. "It serves him right. No one could be more pathetic."

Alex glared, grabbing Lyon by the shirt and slamming him against a tree. "You have no idea what he's going through. He's clearly depressed, but you don't seem to care about that."

"Alex." Gale said. "That's enough. Let him go."

Alex sighed and released Lyon. "We have bigger things to worry about."

Lyon chuckled a little, keeping his attention on Alex. "It must really tick you off to have your guard dog intervene."

"Grow up Lyon." Felicity said, walking up behind him. "What exactly is your problem?"

Lyon turned to Felicity and growled a little. "That's none of your business sweetheart."

Asher walked up to Daniel and smiled. "Is there something wrong brother? You don't seem like yourself."

Daniel glanced up at Asher and released a small sigh. "You have no idea Asher. Things just keep getting worse around here."

"I will never understand the male species." Felicity said, turning her attention to Asher. "Who's that talking to Daniel?"

Alex turned around to face Daniel. "I'm not sure. I've never seen him before."

"Something definitely isn't right here." Gale said, keeping his gaze on Asher. "I have a bad feeling."

Asher sat down beside Daniel and looked up at the sky. "Maybe you underestimate yourself."

"I haven't been able to save anyone brother." Daniel said.

Asher smiled a little and placed a hand on Daniel's shoulder. "That's not what I heard. Didn't you put out a few fires here? You're stronger than you realize. You just need to have more confidence."

"Who cares?" Lyon asked, before walking off away from everyone.

Felicity glared at Lyon, watching him walk away. "That guy is really starting to get on my nerves."

"That makes both of us." Alex said.

Daniel sighed a little and looked over at Asher. "You're right. I just don't know what to do."

Asher stood up and stretched out. "You'll figure it out. Just be careful alright. I've heard about what's been happening lately and I don't want to see you get hurt."

"Alright." Daniel said. "Take care of yourself."

Asher nodded and looked to the gate. "You don't have to worry about me. Everything is going great for me." Without waiting for Daniel's response, he walked off and disappeared out of sight. 'You have no idea what's really going on brother. I'll have everything I want in due time.'

Colton walked up to Daniel and sat down. "Are you feeling alright?"

"I'm fine Colton." Daniel said. "There's just so much going on right now and I feel responsible."

"Who were you talking to?" Colton asked.

"My brother Asher." Daniel said. "He comes by every now and then. It's always nice to talk to my family."

Gale walked up to Colton and Daniel. "Your brother. You've never mentioned any siblings before."

Daniel looked up at Gale and smiled a little. "I don't get to see them much. My siblings are the only family I have left."

"It's a little strange that he would show up here now." Alex said. "Not that I'm suggesting anything."

Daniel turned his attention to Alex. "Asher doesn't get to see me often. This makes twice that he has shown up since I came here. It's nice to hear from him. He shows up at just the right moments and helps me feel better."

"How does he know when to show up?" Gale asked. "It's a little odd, but I suppose that it's just mere coincidence. Still, something didn't feel right while he was here."

"I'm not sure." Daniel said. "It's like he has a sixth sense about these things."

Gale turned his attention to Alex. "You seem to be doing a lot better. Is there anything new with Rave?

Alex leaned up against a tree and looked down. "I've managed to regain my strength, but I can't say the same for Rave. And I'm not even sure what this whole ice magic thing is about."

"You'll figure it out Alex." Gale said. "You know him better than anyone. The question is why he wants this ice magic of yours."

"Do I?" Alex asked. "Do I really know him? Rave has hated me for as long as I can remember. I actually thought that he had changed after everything with Splendora."

Gale chuckled a little and released a small sigh. "He's changed a lot more than realize. Rave wanted you dead, but he chose not to do so."

"You're right about that." Alex said. "That doesn't mean I know him that well. We've never been that close. And I have no idea how to help him."

Gale placed a hand on Alex's shoulder and smiled. "You don't have to figure this out alone. You've got friends that will help you. We'll figure this out together."

Alex nodded and looked up at the sky. "I just hope we figure it out quickly."

Zaven sat down beside Rave, keeping his gaze on the floor. 'If I had paid more attention to him, this never would have happened. I won't make that mistake again.'

Rave tossed and turned in his sleep, struggling to get free. 'I have to get out of this place. I have to get the magic.'

"You have to fight it Rave." Zaven said. "Don't let it control you."

Rave's eyes shot up as he continued to struggle. "Let me go."

"This isn't you." Zaven said. "Remember who you are."

Rave growled a little as he was surrounded in shadows. "What's wrong old man? Don't you like what you've turned me into?"

"Listen to yourself." Zaven said. "The shadows have warped your mind."

Rave laughed and broke free from his bindings. "Why should I listen to you? You never cared for me." At that moment the shadows burst across the room, knocking Zaven unconscious. "No one will stand in my way." With that, he blasted a hole in the wall and ran out into the quad. 'Now to find Alex.'

Daniel heard the explosion and stood up. "That didn't sound good."

"Let's check it out." Alex said, taking off with Gale and Daniel. "It's Rave."

"What happened to him?" Gale asked.

Catarina and Rosella ran to up to the boys, keeping their gaze on Rave.

Catarina dropped to her knees and held her head in pain. 'Where is this coming from?'

Gale helped Catarina up and held her close. "Are you alright?"

"His aura." Catarina said, wincing a little. "I've never felt anything like it before."

Alex looked down and fisted his hands a little. "I'm the one he wants. I'll draw his attention. Get everyone else to safety."

"I'll come with you." Rosella said.

Alex looked to Rosella and shook his head. "No. This is something I need to do on my own." Without waiting for a response, he took off towards Rave. "Rave."

Rave turned to Alex and laughed. "There you are brother. I've been waiting for you. Give up that ice magic." At that moment, a blast of shadow magic struck the ground. "I'm stronger than you could ever be Alex."

"Enough of this." Alex said. "You're going to hurt someone."

Rave smirked and sent a blast of energy at a balcony full of students. "Oops. Give me your magic and I'll stop."

Alex was about to run over and help the students, but was stopped by a shadow blast. "I'm the one you want brother. Leave everyone else alone."

"Digital Room!" At that moment, a cube shaped room surrounded the girls and kept them from falling.

Rave laughed and glanced at Tecna. "If it isn't the last of the Winx. You're all alone sweetheart."

"Alex won't admit it right now, but he does need us." Gale said, taking off with Daniel and the girls.

"What have you done to my friends?" Tecna asked.

Rave smirked, turning his attention back on Alex. "I haven't done anything to them. I sure wish I did though."

"Listen to yourself Rave." Alex said. "You're being controlled. The Rave I know wouldn't let anyone control him."

Rave chuckled, sending a blast of of energy at Alex and knocking him to the ground. "You never knew me."

"I won't fight you brother." Alex said, wincing in pain.

Gale ran up to Alex and helped him off the ground. "You don't have a choice Alex. He's not your brother anymore."

"Are you ready Catarina?" Rosella asked.

"Let's do this." Catarina said, nodding towards Rosella's question.

"Charmix!" Within an instant, both Rosella and Catarina transformed.

"Rosella. Fairy of Unicorns!"

"Catarina. Fairy of Aura!"

"Don't hurt him." Alex said, wincing once more.

Gale continued to hold up Alex, turning to Daniel. "You know. It's alright if you don't want to fight. No one will blame you."

"No." Daniel said. "I want to fight. It's the only way I'll get stronger. It's not about me. Charmix!" He quickly transformed and turned to Rave. "It's time for you to stop hurting innocent people. Gale. Get Alex out of here. He's in condition to do anything right now."

"You can do this Daniel." Gale said, quickly looking for a place to take Alex. Before he could do anything, he was struck in the back with something. At that moment, he fell to his knees and winced in pain. "What was that?"

Krista laughed and stared at Gale. "Haven't you learned anything? I thought things would be different after the last time we met. I can't allow you to go anywhere with frosty boy."

"Krista?!" Daniel looked over to her and glared a little.

"Be careful Daniel." Gale said. "She knows exactly what she's doing. You can't let your guard down around here"

Daniel glanced at Gale and nodded. "I know. I've had a run in with her. Who do you think attacked Helia?"

Krista giggled and turned her attention to Daniel. "Oh how I loved that encounter. It's a shame that I can't go back and take down both of you again. Your precious headmaster was nothing more than fool. I expected so much more. That battle was quite disappointing. And you couldn't do a thing to help him. Oh wait. You were unconscious. It was truly a nice victory, but it wasn't as nice as taking down that music fairy."

"I won't let that happen again." Daniel said.

"What have you done to Musa?" Tecna asked.

Krista looked up at Tecna and smirked. "Tecna. It's so easy when the flies come right to the spider web. As for Musa and your friends..." She paused and started laughing. "Let's just say that they won't be using any magic or flying anytime soon. The essence of a fairy truly is beautiful. Watching them all have their essence stolen was a magnificent sight. Although, it doesn't compare to their wings being clipped."

"Bio-Rhythmic Blast!"

Krista dodged the attack and laughed. "Is that the best you got techno geek?"

"Expanding Water Bolts!"

Krista winced in pain and glared at Daniel. "You'll pay for that fairy boy. I'm supposed to leave you be, but no one is around to stop me from beating the crap out of you."

"You're not getting away this time brother." Rave said, firing off more shadow blasts at Alex and Gale.

"Crystal Shield!"

"Rachel." Rosella said smiling.

Rachel smiled, landing in front of Gale and Alex. "Get out of here you two. I'll hold him off."

Rave growled and fired another blast of energy at Rachel. "Curse you fairy. I won't let you get in my way."

"Wall of Thorns."

"Let's go girls." Catarina said.

Gale slowly stood up and helped Alex to his feet. "Be careful girls." He then slowly made his way to safe spot away from the battle.

"There has to be a way to get through to him." Alex said.

Gale sighed and sat down beside Alex. "In the state he's in, there's nothing that can be done. I don't know what's causing it, but he's not the one in control."

Krista smirked, keeping her gaze on Daniel and Tecna. "Two against one doesn't seem fair. For you that is. Show me what you can really do. Not that it will be enough to defeat me."

"Where have you taken the others?" Daniel asked.

Krista laughed and smiled a little. "You don't have to worry about them. You'll be joining them soon enough. Shadow Boomerangs."

"Organic Shield!"

Daniel looked to Tecna and smiled. "Thanks. Hit me with your best shot Krista."

"Do you have any idea how boomerangs work?" Krista asked, as the boomerangs struck Tecna and Daniel in the back.

"Is that all you know how to do?" Daniel asked, wincing a little. "If that's it, then you don't stand a chance."

"Bio-Rhythmic Flow!"

Krista dodged the attack and laughed even more. "You haven't seen anything yet. Shadow Boomerang Blast!"

"Aqua Shield!" Daniel called out, forming a shield around himself. "I won't let you win. No one else is getting captured. Neptune Vortex!"

"Bio-Rhythmic Blast!"

Krista cried out in pain and dropped to her knees, growling a little. "I've had enough of you two. Shadow Boomerang Spear!"

Tecna winced in pain and fell to her knees. "She shouldn't be able to move, let alone fight in her condition. It's simply not logical at all. I don't know where she's getting this much power, but it seems to amplify when she gets angry."

"There has to be something we can do." Daniel said, dropping to one knee. "She has to have some sort of weakness."

Krista smiled and walked up to Daniel. "Silly boy." She then rubbed the side of his face and laughed. "I am anything but weak sweetheart. If you'll excuse me, I have one last essence to get and then there will be no one to stop our plans."

"Organic Cube!"

"You actually think that's going to protect you Tecna." Krista said, walking up to her. "I find that quite offensive. That shield of yours won't stand up to my power. Shadow Boomerang Spear!"

"Crystal Shield!"

Draegan appeared in a geyser of flames and laughed. "This is hilarious. I thought that you would be done with this by now Krista. Man was I wrong. You obviously can't handle them on your own. Or perhaps I will just sit back and watch you fail. Even going so far as to attack fairy boy. Shadow is not going to be happy with you."

"Stay out of this Draegan." Krista said, glaring at him.

Draegan sulked a little, before a sly smile formed on his face. "And here I thought we were friends. Just admit that you can't handle it and I might lend a hand."

"I don't need help." Krista said. "Let alone from the likes of you."

Draegan smirked and leaned up against the building. "Fine. If that's how you want it."

Felicity ran over to Gale and Alex. "What happened to you two? Let me help you."

"There's no time for that Felicity." Gale said. "The others need your help. If you don't heal them, they'll lose their essence for sure. We'll be fine here."

Felicity nodded and took towards the battle. "Charmix! Felicity. Fairy of Healing."

"Felicity." Catarina said. "It's great to see you."

Rave chuckled and smirked. "And more of them show up. You fairies pop up like weeds."

"Did you forget that you're at Alfea?" Catarina asked. "Of course there are fairies."

"I'm here too." Rachel said, flying up to Catarina. "Let's them what we can do."

Draegan smiled and looked to Rachel. "Interesting. They are almost all here. Only two of them are missing. I was so hoping to see the fire one."

"Just mind your own business." Krista said. "I have an essence to get."

'I have to heal everyone.' Felicity thought. "Healing Rain."

"I almost forgot about Felicity's healing abilities." Gale said. "She's able to heal multiple people at once."

Alex closed his eyes and leaned back against the wall. "You got that right. It's still a lot for them to take on."

Ulrik watched Alex from the shadows, looking down a little. 'I wish I understood why Shadow is so interested in him. What makes his ice magic any different from any other? Or was he just looking for a way to control Rave.'

"Enough talking." Rave said, sending out a wave of shadow energy.

"Light Arrow!"

"Orb of Light!"

"Crystal Bolt!"

"Aura Blast!"

Rave created a shadow shield and laughed. "You don't know what you're getting yourself into fairies."

"That didn't affect him at all." Rachel said.

Rave smirked, keeping his gaze on the girls. "Did you really think that you four could defeat me? My powers have grown a lot more than you realize."

"I have to help them." Alex said, slowly standing up.

Gale stood up and grabbed Alex's arm. "Think about what you're doing. You're too emotionally attached."

"And they're not strong enough to stop him." Alex said, sighing a little. "I don't know what to do. If it wasn't for this ice magic, he wouldn't be doing this."

"You're wrong."

"Who said that?" Gale asked. "Show yourself."

Ulrik stepped out of the shadows and stared at the boys. "My name is Ulrik."

"You're one of the Collectors." Gale said.

"Did I miss something?" Alex asked.

Ulrik chuckled a little and released a small sigh. "Who in the world came up with that?"

"We had to call them something." Gale said. "Colton thought Collectors was the best fit."

"What do you want?" Alex asked.

"Relax." Ulrik said. "I'm not here to fight."

"What are you here for?" Gale asked.

Ulrik sighed and shook his head. "If you would be quiet and listen. Look, for some reason my master sees that magic of yours as a threat. There's nothing you can do for your brother. He's been cursed by the very weapons he uses. My master just quickened the effects. Even if he hadn't done so, the shadow weapons would have consumed him anyway."

"Why are you telling us this?" Gale asked.

"I'm concerned." Ulrik said. "Rave's power is uncontrollable and unpredictable. He doesn't even know who he is anymore."

Rave laughed, keeping his gaze on the fairies before him. "Hit me with your best shot fairies. I want to see what you all can really do."

"We have to use a convergence spell." Catarina said.

"Are you sure?" Rosella asked. "We've never even done one before."

"We have to try." Catarina said.

"Magic Scoutix! Convergence!" As it was about to hit Rave, the spell faded away into nothing.

Rave snickered a little and smiled. "Did you really think that would work against me? How pathetic. You're not even ready for a spell like that."

"Your friends aren't going to last much longer." Krista said smiling. "This has gone on long enough. You two are starting to bore me. Shadow Dream."

Daniel winced as his eyes started to feel heavy. "Not this again."

"I feel so tired." Tecna said, falling to the ground unconscious.

Krista laughed and walked over to Tecna. "And now to wrap this up. Absorption." She smiled as the essence appeared. "The Winx will no longer stand in the way. You've failed again fairy boy. You're so helpless and weak. You couldn't save anyone." Without hesitation, she disappeared with Tecna.

'How could I let it happen again?' Daniel thought, falling unconscious.

"I'm going to save him." Alex said.

"Aren't you listening?" Ulrik asked. "That isn't your precious brother anymore. You would need someone that's able to remove curses. Cloud Tower is frozen over, so don't expect anyone there to help. If you go out there, he will kill you."

"I don't care." Alex said. "My brother is still in there. Haven't you had someone you truly care about?"

Ulrik sighed and looked down. "I did once, but I've already lost that person."

"You're not like the others." Gale said. "You returned Abigail's essence after stealing it. She'd still be unconscious if it wasn't for you. Your friends wouldn't have done such a thing."

Ulrik looked up at Gale and smirked. "They are anything but my friends. Abigail helped me. All I did was return the favor. I don't want to fight any of you."

"How can we trust you?" Alex asked. "Why have you been attacking us if you don't want to fight?"

"I don't have a choice." Ulrik said.

"Healing Rain."

"We can't keep this up." Rosella said.

Rave laughed and launched a ball of shadow energy at the girls. "It's time for you all to die."

"Lava Shield!"

"Crystal Shield!"

"Carmen. Rachel." Catarina said.

Carmen winced a little and smiled. "Who said you could have a party without us?"

"This isn't the time for jokes Carmen." Rachel said. "We can't keep this up forever."

Rave smirked and fired off three more shadow balls. "Pathetic fairies." He then snickered a little as the girls were knocked to ground. "I'll get rid of your little healer first. It's time to die blondie." At that moment, he formed a shadow arrow and shot it at Felicity.

"Felicity?!" Abigail called out.

"This can't be the end." Felicity said, closing her eyes.

Lyon quickly jumped in front of Felicity and cried out in pain. "Dumb girl. You...should've...known...better..." He then fell to the ground unconscious.

"I don't believe it." Felicity said, holding Lyon close. "He saved me. Lyon has been nothing but a jerk and yet he still came to protect me. I was wrong about him. Deep down, he truly does care."

Rave laughed and walked up to Felicity. "How pathetic. Only a fool would do such a thing."

"He's not a fool." Felicity said. "Protecting someone isn't a weakness."

Rave smirked and shook his head. "And now there is no one left to protect you. No one is coming to save you now. Shadow Slash."

At that moment, a cloaked figured jumped in front of Felicity and threw Rave against a wall. "That's no way to treat a lady. Where are your manners?"

"It can't be." Felicity said, completely in shock.

The figured removed the cloak to reveal with a male with windswept orange hair and light blue eyes. "Sorry that I kept you waiting Felicity. I'm glad to see that you're alright."

Rave climbed out of the rubble and glared at the newcomer. "I don't know who the hell you are, but I will make you pay for that. Dark Ray!"

"Storm Shield!" The male held off the attack and smirked. "It's going to take a lot more than that."

Rave smirked and readied another spell. "I'm just getting started. Shadow Slash."

"Star Shower!"

Rave cried out in pain and growled. "I won't let you win. Dark Storm!"

"Star Storm!" The spell managed to break through Rave's and knock him on his back.

Rave glared and disappeared into the shadows. 'I'll have to keep my eye on that one. Now to finish what I started.' He smirked a little as he appeared behind Alex. "Brother." Without hesitation, he stabbed Alex in the back and absorbed the ice magic. "Enjoy dying." Laughing, he disappeared into the shadows.

Alex winced in pain and fell to the ground bleeding. 'Rave. I'll find a way to help you.'

"Alex?!" Gale called out, catching him before he hit the ground. "Come on. Don't you die on me."

Ulrik sighed and walked over to Alex. "Healing Rose. He will be fine after some rest."

"Why would you help him?" Gale asked. "We're enemies."

"Not all of us are cold hearted." Ulrik said. "I should go. Don't expect me to keep helping you out alright. Some of us have a lot more to lose than you realize." Without waiting for a response, he disappeared out of sight.

Shadow Lair

"You've done well Rave." Shadow said.

Rave smirked as an ice crystal appeared in his hand. "Piece of cake."

"And now all the Winx are down." Shadow said, taking the essences and wings of Bloom and Stella. "There is no one to stop me now." He then turned his attention to Tecna and took her wings as well.

Ulrik appeared in the dungeons, looking at all the prisoners. 'We've captured so many. Was it really worth all of this?'

"Doubting yourself lover." Krista said, walking up to Ulrik. "Aren't you happy about what we've accomplished?"

Ulrik sighed and leaned up against the wall. "I don't have to tell you anything."

Krista giggled and kissed him. "That's no way to talk to your girlfriend. You are my boyfriend after all."

"I'm not your anything." Ulrik said.

Krista smirked and started circling him. "You just don't get how this works. I don't say a word about your betrayal and you do exactly as I say. Unless you'd rather deal with Shadow. Something tells me that's a battle you will lose."

Ulrik narrowed his eyes, keeping his gaze on Krista. "What do you want now love?"

"That's much better." Krista said, curling into him. "Was that so hard my little puppet? I know that you told Draegan about us." She then walked about halfway across the room and threw her boomerangs, striking him in the back. "That was very bad of you. Bad dog."

Ulrik winced in pain and fell to his knees. 'What have I gotten myself into?'

"Bad dogs deserve to be punished." Krista said, readying another attack.

"Phoenix Fire!"

Krista winced and glared at Draegan. "What the hell Draegan?!"

"Get lost Krista." Draegan said, watching her take off out of sight. "I'm not going to keep saving your ass Ulrik." Before Ulrik could respond, he disappeared into flames.

Ulrik sighed and sat up against the wall. "What should I do now?"

"You could let us out of here." Brandon said.

Ulrik smirked a little and turned to the cell. "You can forget about that."

"It was worth a shot." Brandon said.

Ulrik chuckled a little and looked up at the ceiling. "Don't start thinking that I'm going to turn traitor just like that."

"It seems like you already are one." Helia said.

Ulrik stopped laughing and focused his attention on the boys. "It doesn't matter."

"Where are the girls?" Sky asked.

Ulrik looked down and closed his eyes. "I'm not sure. Don't worry alright. They're still alive."

"What have you done to them?" Sky asked.

"I didn't do anything." Ulrik said. "No one goes against Shadow alright. You follow orders without question. I never wanted to hurt anyone."

"Why did you then?" Helia asked.

"I didn't have a choice." Ulrik said. "I've seen things you couldn't even imagine. The things that Shadow does are beyond me. You don't want that sort of thing in your head. I had no choice but to join him. He took someone special from me. Someone I promised to protect."

"Who is Shadow?" Sky asked.

"Asher." Ulrik said. "That's his real name. He's Daniel's younger brother." He chuckled a little and closed his eyes. "I've said too much. He's bound to find out for sure."

Neva watched from the shadows and smiled to herself. 'So that's Shadow's secret. It would be easy to take out Ulrik right now, but there's no fun in that. Not when I can let Shadow deal with him. All that's left to do now is to figure out Asher's weakness.'

"Let us help you." Helia said. "You have to realize that Asher needs to be stopped. With your help, we may just stand a chance."

Ulrik opened his eyes, keeping his gaze on the floor. "I couldn't help even if I wanted to. Asher needs help. I don't know why he's doing all of this, but he's obsessed. And even if I did let you go, you wouldn't be able to get back here. The barrier around this castle keeps it from being detected. Besides, I can't do anything until my friends are safe."

"Friends?" Brandon asked. "I thought there was just one."

Ulrik chuckled a little and looked up. "Believe it or not, but Draegan is my friend as well. He's not as bad as he seems. I don't even know where my other friend is. Only Asher knows that location." He sighed and stood up. "You're outnumbered and outmatched. No one can stop him now."

"You're giving up without even trying." Sky said.

Draegan listened from the shadows behind Ulrik and slid to the floor. 'He thinks of me as a friend. It's not like I feel the same way. I did save his life though. What am I doing?' "Get out of here Ulrik. You're too kind for this sort of thing."

"Draegan." Ulrik said, turning to him. "How much did you hear?"

Draegan walked out of the shadows and held his arm. "Everything after you called me your friend. I don't know why, but I think of you as a friend as well. Just go on and get out of this place. I'll find that special someone of yours."

"You don't have to do that." Ulrik said.

Draegan chuckled and leaned up against a pillar. "I wouldn't do this for just anyone. Things are starting to get out of control. They will need all the help they can get. And you know more about what's going on than anyone else. Just go before I change my mind."

Ulrik nodded and unlocked the cell door. "You're a good friend Draegan." He then opened up a gateway to Alfea.

"What about the Winx?" Sky asked. "We can't just leave them here."

"There's nothing we can do for them now." Ulrik said. "The only way to save them is by restoring what Asher stole from them. Rushing in there like this would be suicide. We can get help and be back here in no time."

Draegan shook his head and sighed. "Hurry up and go before your girlfriend catches you or worse."

"She's not my girlfriend." Ulrik said, stepping through the gateway with the guys.

Draegan watched the gateway close, looking down a little. "Stay safe my friend."

Lake Roccaluce

Zane looked across the lake and released a small sigh. "We're nowhere strong enough to win. Or perhaps that's not it at all. We're not a true team. That's why we can't win. The girls can't even do a convergence spell. And I'm out here talking to myself."

A cloaked female figure appeared behind Zane and smirked. "You're not alone."

Zane turned around, keeping his gaze on the figure. "It's not possible. How are you here?"

The female laughed and rubbed his face. "The how doesn't matter. The point is that I'm here."

"How did you find me?" Zane asked, as a shiver went down his spine. "I broke our ties already."

The girl laughed and grabbed him from behind. "I can always find you my pet. I created you and nothing will keep me away."

"You shouldn't be here." Zane said. "Leave me be."

The girl let go and stepped in front of him. "Now you know I can't do that. It's time for your true self to rise again."

Rachel made her way towards the lake in search of Zane. 'I wonder where Zane could be. He just took off without saying a word. I hope he's alright.' "Zane!" Taking notice to him and the girl, she quickly hid behind a tree. 'His true self. Who is that with him?'

The girl laughed, taking notice to Rachel. "I see what's going on here. You haven't told your friends anything. Keeping secrets is never a good thing." She then pulled out a dark gem and held it in front of him. "You do remember what this is right. And I already know who you're first target will be."

Zane stared at the gem in fear, glancing towards Rachel. "I won't do it."

"You don't have a choice." The girl said. "I could embed this in your chest like last time, but you would just carve it out like before. I won't make that mistake again." A sly smile came across her face as dark tendrils wrapped around Zane. "Come here fairy. I wouldn't want you to miss this." At that moment, the tendrils wrapped around Rachel and pulled her over to the lake.

"Let her go." Zane said.

The girl laughed, focusing her attention on Zane. "And miss out on a opportunity like. I'm the one in control my pet. I know exactly what to do with this fairy since you care about her so much." Almost instantly, Rachel was sealed inside the gem. "Don't worry. She's alive. For now that is."

"What have you done to her?" Zane asked.

"She's sealed away in our special gem." The girl said. "It's perfect for a gem fairy. You'll be together forever. She'll be so close and yet, so far away." She laughed as the gem was absorbed into his eye. "You won't be tearing it out now. If any damage shall come to the gem, she will feel it. And if it breaks. Well, you don't want it to break. Unless you want the vision of her corpse. She won't know about the destruction you will cause or the blood you spill. Your little fairy is in a deep slumber. Now transform and lay waste to everything."

Zane cried out in pain as he transformed into a massive, werewolf like beast with glowing red eyes, jet black fur, razor sharp claws, four large horns on his head, and a spiked tail that acted as a whip. He let loose a loud roar and stood by his mistress.

"Good boy." The girl said, petting his head. "Show them what you can do." She laughed as he took off towards Magix. "That should keep those fools busy."