This is it! The final countdown! Also the final battle! All wrapped up in one BIG chapter. So much is gonna be happening here, so grab a food and drink, and enjoy the show!

Disclaimer: I own nothing but my OC's. Nostalgia-Margo owns hers.

Chapter 12: Battle for Winteria

The King, The Queen, her brainwashed lady-in-waiting, and one of the guards all stared down below the balcony with their jaws dropped, to spot an enormous army from Winteria in front of the palace. That could only mean one thing...

Time for battle!

Lulu's eyes grew wider, "NO, T-this can't be happening!" She began to freak out.

"It is, your majesty." The fairy guard added.

The evil fairy started to breathe heavily, "The rebellion... they were right about the rebellion..."

Rudy put a hand on her shoulder, bringing her a cup of tea "It will be fine, Sugar Plum. They may have an army... but so do we..." He smirked.

Lulu looked at her Rat King with a smirk then turn to her guards, "Bring forth the whole swarm...NOW!" She demanded.

"The entire force? Are you sure, your grace?" The guard asked.

"DO not question me! Bring them forth, and prepare them for battle! I will not lose!"

"Yes, your highness."

With that, the guards left. Stella fluttered closer to her queen, "What shall I do, my queen?" She asked.

Lulu turned to her best friend, "You, my loyal assistant, can help out the swarm." She replied.

"But there's one other thing you can do," Rudy added as he turned to Lulu, whispering into her ear.

The Queen smiled at what she had to say as swirled her wand as a beam of light flashed before it split into two wands.

The king grabbed the wand and handed it to Stella, "I want you to find Dumb Donald, and use this wand to turn him back into his Rat form. Bring him back to me, for I will make him my personal slave like he used to be." The Rat King explained.

"Is that clear, Stella?" Lulu questioned.

"Yes indeed, your majesties. I won't let you down!" The fairy informed before she flew away.

The two evil rulers smiled wickedly. At this rate, that rebellion wouldn't stand a chance against them...

As for the rebellion, everyone continued their march to the palace, chanting and cheering. Bill led the guards. Angie and Bucky guiding the toys and gingerbread people. Marshall plays his drum in tune with the marching. Once they made it to the front of the palace, Russell and Bertha made their way to the very front, with their swords pointed out.

"We have you surrounded, Queen Lourdes!" Russell called, "Come out and surrender!"

Suddenly, the entire fairy swarm had flown from above the palace and straight towards everyone.

"CHARGE!" Bill shouted in command.

Immediately, the soldiers clashed with the enemies. This gave Russell and Bertha the chance to sneak inside the palace to find the villains. Little did they know was that Donald had followed too, in hopes of finding Stella.

The two continued the hall, looking for any sign of the villains, and using their sword beams to stun any fairy that came in their way.

"This way!" Bertha pointed to the left of the palace, leading another path.

She and Russell took that path, while Donald left to the right. However, the two soldiers were being watched by the evil king and queen, through a vision Rudy made with his scepter.

"I see that shrimp wants a round two..." He said, "Too bad he's gonna lose..."

"Indeed, my king, right now we got to fry, hold my hand and my wand will lead both of us to those pathetic soldiers," Lulu added as she twirled her wand in a circle, "We'll take them by surprise..."

POOF!

The two villains vanished into thin air.

Russell led Bertha down a hallway, "I think those guys are in the throne room. If we can catch them by surprise..."

"I sure hope so..." Bertha sighed, "I didn't tell you this before... but after my previous incident with the Rat King... and after what he did to Albert... I guess I'm sort of afraid of facing him... he's haunted my nightmares for weeks since what happened. And the worst part is... he knows it too. He knows I'm afraid and will use that against me..."

The smaller boy looked at his friend. So that was why she appeared upset whenever the Rat King was brought up. "Well, at least I'm here by your side. I won't let him hurt you. I promise. And once we win, this battle will be finished for good."

"Right..."

The two continued down the hall and into the throne room.

It was empty...

"They aren't here..." Bertha noted.

"Or so we think...?" Russell took a few steps forward... before thrusting his sword forward twice, as they heard two yelps of surprise, "Just as I thought. Show yourselves, villains. I know you're there and invisible!"

"HA! You may have noticed but you'll never be able to find us." Lulu's voice was heard.

"Oh yeah?"

"Go ahead and try!" Rudy laughed.

Russell shrugged as he shot a beam from his sword in a random direction, once again hearing two yelps of pain.

"What was that?!" The little soldier questioned.

"That was US, you little thorn in a side!" Lulu growled as a puff of purple smoke formed, revealing the two irritated villains to the heroes.

Bertha felt a chill go down her spine at the sight of the Rat King, who smirked at her.

"Oh, hello... Bertha." He greeted.

"Hello... Rat King..." She greeted back, turning her head to avert her gaze, "It's been quite some time since we last... interacted..."

"It has..." Rudy agreed with a grin.

Russell glared at him, "Leave her alone, Rudy. She wants nothing to do with you!"

But the young soldier was ignored as the rat king made his way over to Bertha, grabbing her by the chin. "Oh, you two know each other...?" Lulu asked with a raised eyebrow.

"We just met," Bertha answered, trying to escape from Rudy's grasp.

"Actually... we go way back..." Rudy responded, "You see, she was the original Nutcracker's sidekick."

"Partner!" Bertha corrected him.

"Whatever. Anyways, we often butt heads with one another. And one day, I played a nasty trick that got her hurt severely. I made her think I was targeting her beloved Albert... not knowing I was going for her, and she pushed him out of the way for safety. She's lucky to still be alive today... but I know and I feel her fear. She's afraid of me... and if there's one thing I crave... it's fear..."

Bertha continued to look away, "Y-You don't s-scare me, Rat King. I haven't forgiven y-you for what you did to me or my Nutcracker..." She stuttered slightly.

"Oh, then why are you stuttering?" He questioned.

The soldier said nothing. Russell got in between them, "I'm warning ya, Rudy! Leave. Her. Alone."

The wicked Rat King turned to the small soldier, "What are you gonna do, shrimp? Zap me?"

"You sure are asking for it!"

Bertha sighed, "Russell... don't make this worse... please..."

Lulu grinned, "Well, my malevolent king. Since you have a history with this girl, why don't you deal with her your way, and I handle the puny Nutcracker?"

PING!

The little nutcracker used his sword to make himself disappear from being zapped and reappeared behind her, "En garde, witch!" He said, pointing the blade at her.

The fairy queen merely chuckled as she pointed her wand back at him, "Witches are old and ugly. I'm youthful, beautiful, and POWERFUL!" She shot a beam at Russell, who blocked it.

As those two were going head to head, Bertha found herself confronted by Rudy, whose scepter was glowing, "I-I-I'm w-warning you, R-Rudy... stay away f-f-from me!" She pleaded weakly.

"Why so scared? I thought you were braver than that. Try and fight me!" The Rat King exclaimed.

Bertha frowned as she attempted to swing her sword at the villain, only for him to block it and swing, hitting her and knocking her to the floor. The soldier tried to get up but was hit by a blast from the scepter.

"Y-You think you can beat me down that easily..." She asked as she struggled to stand, shaking in slight pain... but much more fear.

"Ya wanna bet?" Rudy questioned with a sneer.

Bertha stood tall as she pointed her sword at the monster, before swinging it at him. Rudy again blocked it with ease, knocking her back. But she didn't back down as she tried to stab him, only to miss. This allowed the Rat King to fire a blast that sent Bertha slamming into the wall. Before she could recover, she felt the villain pinning her with his scepter as it glowed.

"I broke you once before... I can break you again..." He whispered.

Bertha almost screamed as she struggled. Russell quickly noticed that she was in trouble.

"Oh no, you don't!" He charged towards the evil Rat King before he shot a beam from his sword at his back, making him drop his specter. Thus giving Bertha the chance to escape as she smiled at Russell, "Many thanks, young soldier."

"No problem. Besides..." Russell smirked at Rudy, "This no class dude's battle is with me, not you."

"You got that right, shrimp!" Rudy picked up his scepter off the ground, preparing to zap both soldiers.

Luckily, the two jumped out of the way from the beam of light zooming towards them.

"Let's get outta here!" Bertha suggested.

"But we came here to fight!" Russell argued with confusion.

The small boy was ignored as Bertha grabbed his hand and tried to run out of the room. But Lulu was quick as she pointed her wand, "I don't think so..." A cloud of sparkles floated towards the heroes, but Russell used the sword to teleport them away before it could hit them.

The two soldiers found themselves in an empty room. Bertha dropped to her knees, breathing heavily held her chest as her heart was beating fast and her eyes filled with tears. Russell looked at her in concern, "Bertha, are you okay? That was a close one..."

Bertha sighed and closed her eyes, "I knew I shouldn't have come, I almost messed up...again. If Albert were still here, this battle would have been over with, What good of a soldier am I?"

"Don't feel bad. You're a great soldier. I understand if the Rat King creeps you out..."

"I just... can't stand the thought of facing him after what he did... when he pinned me to the wall I thought I was a goner..."

"You're safe now, and that's all that matters." Russell assured.

Bertha stood up, "I'm so sorry, soldier... I can't do this... I just can't..."

"Sure you can! Sure, you're outta practice, but you got this!"

"NO! I don't! Without my Nutcracker, I'm worthless!"

Russell frowned, "But I'm the Nutcracker now... you've got me to help you out!"

To the boy's surprise, Bertha glared at him, "You may be the Nutcracker now, but you are NOT Albert! Albert was a great leader, and you are NOT the same! I cannot work WITHOUT him! I'm nothing without him! Besides, you promised you wouldn't let him hurt me, and LOOK what happened!"

Russell frowned with remorse until he thought of another idea, "I might not be Albert... but I know that he wouldn't want you to give up just because he's not here... and he's made mistakes too. He felt really guilty when the Rat King hurt you that one time..."

"How did you know that?" Bertha asked.

"He told me himself... in spirit... literally..."

The girl sighed again, "It wasn't his fault. I should've been more careful. And then there's the fact that I couldn't save him from death! I just don't know if I can do this... I've failed him... and... I'm afraid to fail you... I can't risk doing that... I'm so sorry!"

Before Russell could reply, Bertha ran off.

"Wait! Come back, Bertha! Bertha!" He called, only to be ignored.

"Aww... so sad..."

The young soldier groaned as he turned to see King Rudy approaching him, "Looks like you're on your own now." He said with a smirk.

"I was on my own before, and I still beat you." Russell retorted, holding up his sword, "But I bet you feel proud that you've scared Bertha so much. I can see why she was so afraid."

Queen Lulu then barged in, "Enough with the chit-chat!" She yelled as she used her wand to try and struck Russell but then again, missed as the young boy ran off.

"Let's get him!" Rudy exclaimed as he and the wicked fairy Queen end up chasing after him.

Lulu then remembered something she almost forgot, "What is taking Stella so long anyway?!"

In the meantime, Donald kept wandering around inside the castle, still searching for Stella. He hoped she was okay. There was no telling what may have happened to her, "Stella! Are you there?"

"I'm right here..."

The dimwitted boy turned to see the fairy-in-waiting fluttering behind him, still under her queen's spell. "I've looked all over for you." She exclaimed with a grin.

"O-oh, I'm happy to see ya too."

Ultimately, Donald noticed something a bit strange about the fairy girl when he came closer. The look in her eyes, they were different from when he saw her early before, "Uh Stella, a-a-are you okay? He stuttered.

"I feel great." She fluttered towards him, making him step back a little, "Now that we found each other again, I'd thought I would show ya something."

"L-Like what?"

"Like this..."

Stella took out the wand her queen gave to her and pointed it at Donald, "The king has a-asked me to turn you back into a rat so that you can serve him..." She explained, much to Donald's horror.

"B-B-But I-I don't wanna be a rat again! I like being human." He took a few more steps back.

The fairy grinned wider, "But we can serve together."

"Stella... something's not right. You're not yourself."

Donald saw a flash of light coming towards him, as he jumped out of the way from the impact.

"C'mon, Donald, being transformed doesn't hurt, you won't even feel a thing." Stella fluttered over as the dumb boy dashed off. He ran as fast as he could to escape. Something was wrong with Stella, but what?

Meanwhile, during the fight of the battle...

Bill led his soldiers as they fought as hard as they could against the fairies. Some fairies had gone down, but at the same time, so did some soldiers. Carla and Camille stood by, watching the fighting from a safe distance.

The princess began to wonder, "I really hope Russell is doing alright, he saved our kingdom once but he can save it again." She said in concern.

"If you have so much faith in him, then surely he will help us win this battle," Camille assured her with a smile, "He's probably giving the villains what for right now..."

Just as she said that the girls could see a couple of flashes from inside the palace. And all of a sudden, Russell went flying through a window and down to the crowd below. "Russell!" Carla exclaimed with joy.

She and Camille rushed towards the soldier, to find that he was actually thrown through the window, as he lied on his back, groaning in pain.

"Are you okay?" Camille asked.

Russell sat up slowly, clutching the sword, "Yes and no. Yes, to the fact that I'm alive. No to the fact that... Bertha chickened out on me."

"What?!" Carla was shocked.

"She just gave up." The young soldier replied, "She can't fight back without the original nutcracker... and she's afraid of the Rat King..."

The princess felt horrified, "No... this can't be happening. She was our greatest hope in saving the kingdom. If she's gone, then we're doomed."

Russell glared as he stood up, "Just because we lost a member of the team, that doesn't it's over. We will not give up." He looked up at the palace, and on the tallest balcony was the Rat King and Fairy Queen, looking down at the battle happening.

"I think I got a plan." The little boy exclaimed as he stared up at the balcony. The evil king and queen were standing there watching the battle. But he specifically focused... on Lulu's wand...

Back with Donald, he was still running from Stella, "C'mon, Stella. It's me, Donald!"

The fairy zapped beams of light with her wand a few times, trying to strike Donald but kept missing as he on dashing from side to side. Soon, he bursts through a door that led him to the very balcony the villains were standing on. Stella followed behind. The sound of the door started Rudy and Lulu.

"Donald?" Rudy was surprised.

"Rudy!" The dimwitted boy exclaimed as he was in shock as well.

Lulu frowned as she saw Stella flutter close, "Stella! Why haven't you transformed this idiot into a rat yet?"

"I tried to your highness but he kept running away from me." She answered.

"Well, he has nowhere to run now. So go ahead and zap him already!" Rudy ordered.

Stella bowed as she raised the wand again towards Donald, who held his hands up, "Stella, y-you don't wanna do this... please. I know we haven't known each other that long... but I know you don't want to hurt me o-or anybody... I... I... I care about you..."

The fairy fluttered in place... as somehow Donald's words were getting through her. She felt herself shaking a little. The king and queen were getting irritated, "What are you waiting for?!" Rudy asked, "ZAP HIM!"

Stella whimpered a little, "I... I... can't..."

Donald took a step forward, "M-Maybe this will help you remember..."

With caution and much love, the boy planted a soft kiss on the fairies cheek. She froze for a moment as her face began to glow bright red, and then swooned to everyone's surprise. Her eyes then returned to normal as she stared at Donald. The mind control spell was broken.

"Donald... I-I'm so sorry!" She cried as she dropped the wand, leaping into the boy's arms as they hugged.

"I-It's okay." Donald smiled, "I-I'm glad you're back to normal."

Both Rudy and Lulu were outraged.

"I don't believe this!" King Rudy frowned.

The Queen growled in fury, "Looks like we'll have to take care of him ourselves!" She raised her voice, circling her wand, pointed towards Donald as he stood frozen in terror.

"No!"

The fairy-in-waiting shoved Donald out of the way, leaving her to be knocked out by the zap of light.

"Stella!" Donald exclaimed as he ran over to check on her. Stella was unconscious, yet shivering from the blast. The dimwitted boy picked her up and then jumped off the balcony to safety.

While the battle was still going on, there, Russell and his crew spotted Donald approaching them. "Donald, you found Stella!" Russell noticed.

"Yeah. B-But she's hurt." Was Donald's response.

Camille held up a blanket, "She can lie on this and rest."

"And while she's doing that. We've got a kingdom to save." Russell declared.

The evil king and queen glared down at the chaos going on. At this point, Lulu was getting more and more irritated. "Oh, that does it... I've just about had it with these fools, especially that little nutcracker." She frowned.

Rudy smirked a little, "Don't worry, Sugar Plum. I'll take care of that brat for you."

With that, he jumped off the balcony and down below, startling everyone around him, "Playtime is OVER!" he bellowed as his scepter glowed, "I want the NUTCRACKER here FRONT and CENTER! NOW! If he doesn't show up in the next thirty seconds, I will DESTROY everyone who is loyal to him!"

The crowd gasped.

"That's right! The soldiers, the maidens, the citizens. Especially the PRINCESS! All of them will DIE if the Nutcracker doesn't show his face to me!" Rudy had a psychotic grin on his face.

Heard aloud, as well as the whole crowd, Russell gulped. This was a horrible choice to make. Either face the villain or risk letting his friends and allies die. But... he felt the courage to step forward, front and centered to confront his evil rival. He took a step, before feeling Carla's hand on his shoulder, "Russell! Don't go out there! He'll kill you."

"If I don't go, he'll kill you." Russell countered, "It's my duty to protect you. I'll do everything I can to make sure that happens."

With a deep breath, the small soldier walked out... through the crowd... to the very front where King Rudy was standing, "Here I am, Rat King." He announced himself, "Just like you wanted."

The Rat King grinned evilly at the little boy.

Russell glared right back, "So, I suppose you want a fair one on one duel between us, huh?" He held up his sword towards the villain, keeping his stance firm.

"I'd guess the answer's yes." Rudy bowed his head down, staring at the young soldier.

"How's about a deal? We duel, and if I win... you and your fairy queen have to leave Winteria forever, and take your fairies with you..."

"And what if we win?" The Rat King questioned.

"... Then your side can take the place as rulers of Winteria and take over the whole land."

Rudy chuckled, "That sounds fair to me. And as an added bonus. If you lose... you have to willingly be executed.

Russell cringed, but nodded, "Fine by me.

"You have a deal, shrimp! But first..."

The villain turned his sights on the far corner where Carla and Camille were standing. With a sadistic grin, he pointed his scepter and shot a blast... straight at Camille!

"NO!"

The advisor expected to be hit by the blast, but instead, she felt herself being shoved to the ground. After recovering, she could see that someone pushed her out of the way. In front of her, much to her horror, on the ground bruised, burned, and badly injured... was Captain Bill.

"BILL! NO!"

Camille ran up to the injured captain and lifted the soldier's head onto her lap, "Bill, if you're still there, please, speak to me!" She exclaimed as tears fell.

Bill coughed a little as he looked up at her with a smile, "A-Are you okay...?" He asked.

"Yes... I'm fine... but you..."

"I had to do something... I couldn't let you get hurt... not when I care about you... so much..."

"Oh, Bill..."

Russell stared in horror at the state the captain was in. He just saw the Winter equivalent of his big brother get hurt...

A fiery rage boiled up inside the small soldier as he looked back up at Rudy, who was smirking sinisterly.

"Well, that's one down and there's a lot more to go." The Rat King sneered.

"That's... not... FAIR!" Russell growled, "I showed myself, and you STILL hurt the ones I care about!"

The villain laughed, "C'mon, Nutcracker. You ought to know as well as I do that evil doesn't keep the end of their deals. And I'm no exception..."

Russell's hatred for this rat grew only worse.

"Get ON with it, Rudy!" Queen Lulu called from above, "Destroy that Nutcracker so we can finally win!"

The little soldier then thought to himself, "If Bertha were here to help us..."

...

In the meantime, Bertha happened to be in the woods, running far from the kingdom and away from her fear of The Rat King, as well as The Fairy Queen. She was preparing to return back to her home, to once again cut out the world and give up fighting forever...

By the time she reached the main cliff... she looked out towards the view of the kingdom.

"I wanted to help them all but I'm good for nothing, I would've screwed up again, just like last time... I've failed you, Albert..." She bowed her head in shame.

...

Suddenly, Bertha felt something warm behind her. When she turns around, Bertha is blinded by a flashing sphere of light in front of her as it transformed into some ghostly spirit that looked very familiar to her.

"A-Albert..."

The spirit smiled, "Hey, hey, hey... it's good to see you again, Bertha."

Bertha gasped as she felt tears streaming down her cheeks as she stared at her old friend, "Is it really you?!" She questioned.

"The very same..."

"Oh my goodness... I've missed you so much..."

"I've missed you too... I see there's still trouble in the Winter Kingdom... but you're running away... how come?"

Bertha sighed and began to explain, "A small soldier wanted me to help him, the princess, and his crew to save their kingdom from that hideous rodent of a king, as well as The Sugar Plum Fairy Queen and her swarm. But when I had to confront Rudy himself, I got so scared. He had me pinned. I thought I was done for... so I felt like I couldn't do anything but just run. I didn't wanna make the same mistake I did before when I tried everything I could to save you before you passed on."

Albert nodded in understanding, "You're afraid of failing again..."

"I just can't do it, Albert..."

"I know it's hard to face your fears sometimes. And you may feel like wanting to run... but running from your problems isn't always the answer. Russell, the princess, and guards... they came to recruit your help for a reason..."

"Yes, but should I go back there?" Bertha turned back to the view of the castle, "What if...?"

Albert floated closer to his friend, putting his hand on her cheek, "I know it hurt to lose me... I know that you fear the Rat King because of your incident... I blamed myself for that one... I know you think about me every day... and I know it's hard for you to move on after my demise... but just because I'm gone... it doesn't mean you can't still fight. I've watched you train and work hard over the years. So I definitely know that you have what it takes to help out and save the kingdom."

Bertha looked at her sword, seeing her reflection in it, as well as Albert smiling at her, "You shouldn't let fear stop you from doing your duties... when that small soldier once fought the Rat King himself, he needed to learn to have the confidence to win, and he did."

"I think you're right." Bertha turned back to the spirit, "You and I were very brave soldiers, we've done everything to serve and protect Winteria. With confidence, there will be a chance we can win this battle."

"Hey, hey, hey. That's the way." Albert smiled, "Now go on... your Nutcracker needs you..."

Bertha nodded as she held up her sword, "I will... thank you, Albert. For Winteria!"

With that, the soldier ran down the cliff, back towards the kingdom. Albert chuckled to himself before fading away...

Meanwhile back at the palace...

Russell groaned as he was thrown against a wall.

"How do ya like that, shrimp!" The Rat King laughed.

"I don't..." The little soldier grumbled as he shakingly stood up. The two were in the middle of their sword fight. The crowd around them was watching and cheering for Russell, but it appeared that Rudy was winning.

With a huff, Russell swung his sword at the villain but missed as he was hit on the head by the Rat King's sword, sending him to the ground.

"I... I don't get it..." He moaned, "I was able to fight you easily before... but now..."

"You can barely get a hit in..." Rudy taunted, "I guess I should've mentioned this before, but when my lovely Sugar Plum Queen transformed me back into a Rat monarch, she also gave me a boost. A boost that makes me stronger and increases my evil magic. So that no one, not even the Nutcracker can stand a chance against me. Oh, but that's not all I've got..."

Suddenly, the rat began to glow a dark purple. Right before Russell's eyes, as well as the crowds, they watched as the villain began to grow taller, bulkier, and scarier...

As soon as the glow died down, Queen Lulu giggled with evil glee, the crowd gasped, and Russell stared in horror.

Rat King Rudy had transformed. He now looked more like a repulsive giant rat (about eight feet tall), much furrier, with sharp fangs, claws, and red glowing eyes.

"Oh my..." Camille exclaimed softly in shock.

Russell felt his heart beating faster as he stared up at the monster towering over him. He took a few steps back in fear. The evil rat chuckled, now with a darker and raspier tone in his voice.

"We're doomed," Russell whispered.

"So, what do you think? I only bring out this side of me for special occasions." Rudy grinned.

"I see. You're twice as ugly as you were before..." Russell responded.

Rudy then frowned, "Oohh, wait until I do something to you!" His sword turned back into a scepter, which was much bigger as well. Russell made an attempt to swing at the villain, only to be knocked down once again. The boy groaned in pain and looked up, only to see the scepter glowing a dark purple right in his face. As well at Rudy's sadistic smile.

"Say goodbye, Russell Cosby..." He sneered, preparing to shoot.

"HEY! RAT KING!"

...

...

A familiar called from behind the giant rodent and the crowd. Suddenly, a figure jumped and flipped above the crowd, and landed at the very front. She stood tall and strong, holding her sword.

"Bertha!" Russell exclaimed with a smile, "You came back!"

Bertha smiled at him before looking up at the Rat King. She gasped a little at the sight of him but straightened up quickly. "Of course I came back... I had to. I shouldn't have left when you needed me. And now..."

She pointed her sword at Rudy, "We can defeat the villains together."

"Right!" Russell agreed as he pulled out his sword.

"Go get 'em, you guys!" Carla called.

But King Rudy just laughed at the two soldiers, "Oh, so now that there's two of you, you have a chance of defeating me? Phooey! I'd just LOVE to see you try to take me on!"

"You asked for it..." Russell shrugged.

But before he or Bertha could even make the first move, the monster smacked them both against the wall. Lulu cheered, "Yes, Rudy! Destroy those worthless fools! RIP THEM TO SHREDS!"

Bertha lifted herself from the ground, "C'mon, soldier, it ain't over yet, we got to believe in ourselves, there's still hope!" She said as she gave Russell a helping hand, "Quick, hold your sword up high, and towards mine."

"Why? What good will that do?" He asked.

"Trust me. This is a trick Albert showed me how to do."

With that, the two soldiers held both of their swords together. Russell didn't know what she was planning, but whatever it was... would it work?

The swords began to glow. Rudy noticed as he growled and pointed his scepter, blasting the soldiers to the ground again, "I've had enough of you, Bertha! I think it's time I do what I should've done years ago!"

"He's... he's too strong..." Russell groaned before he heard a scream, "Bertha!"

"Unhand me, you creep!" Bertha cried as the Rat King grabbed her by the waist.

"Let her go!" Russell got up and charged towards the villain, only to hit an invisible force field. "What?! No way!" He exclaimed.

He then heard the Fairy Queen laughing from above as she waved her wand, "Sorry, Nutcracker. But nothing can break my sugary sweet force field." She taunted.

Bertha struggled to escape Rudy's grasp, but he held her tightly as he pointed his scepter at her, "No... please... let me go!" She begged, "Someone help..."

"It's over." Rudy grinned, "It's time for you to join your former Nutcracker on the other side. Remember to say hi to him for me..."

The soldier felt tears welling up as the scepter moved ever so close to her face. She started to accept for faith... until she started to remember what Albert had said to her... about confronting her fears...

The rat king was wrong...

It wasn't over... not just yet.

Bertha acted quickly, and with her newfound courage, threw her leg up and kicked the villain right in the crotch.

"AHHH!"

That lead the giant rat to drop Bertha out of his hand as she landed safely on her feet. She grabbed her sword and pointed it at the villain, "How do you like them apples? You're like a school during the holidays."

"School during the holidays?"

"No class!" Both she and Russell both answered in unison.

Both soldiers' weapons began to glow a bright, white flash. Russell still didn't know what Bertha had planned with this, but he waited.

Suddenly, a bright beam shot down from the sky, hitting the swords, before shooting a beam straight through the force field, at the mutant Rat King. The light hit him right in the chest, knocking him on the ground. When the light died down, Rudy was back to his normal rat self, breathing heavily.

Lulu gaped in shock, "No, no, NO!"

"The power of our swords combined is unstoppable." Bertha explained, "And it looks like we have the Winterian Star to thank for helping." She looked up at the star shining bright like a diamond.

Russell smiled, "I like it." He then smirked up at the Fairy Queen, "We managed to defeat your rat king with ease, Queen Lourdes. Look around, your fairies are tired out, and you're surrounded! Might as well give up now."

Indeed, the evil queen looked around. Her fairies had been uphanded by the rebellion, as they stood tall and strong. Her Rat King was weakened. Her fairy in waiting has betrayed her...

As she looked around... she caught Russell's smug little grin, right back at her.

...

...

"NOOOOOOOOOOOOOOOOOOOOOOOOOOOO!"

Gripping her wand, the now infuriated Queen Lulu pointed it to the sky as a beam of purple lightning shot up into the clouds, turning them a dark purple that flashed lightning and roared thunder.

As for the queen herself, she began to glow as she lifted herself up and down to the crowd, a dark glare on her face.

"I COMMAND, ALL TO BOW TO ME!" She bellowed, shooting beams at random people in the crowd, casting a spell to force them to bow down to her, "I AM THE QUEEN NOW! I WILL NOT LOSE TO MERE SOLDIER! YOU WILL ALL SERVE ME!"

"Now we have to finish her." Bertha pointed as she tried to avoid the beams.

"But how? She's going crazy!" Russell looked as everyone around them was being forced to bow.

Rudy frowned at his queen in concern. He has never seen her this mad. The glow and aura around her were getting brighter and stronger. He stood up and slowly approached her, "Um... Sugar Plum... you might wanna calm down..."

The angered Queen turned her Rat King, "Why? I'm avenging for you, my king. I can't just let you lose like this." She answered, "These fools deserve this...!"

"I'm just saying you might be taking it a little too far..."

"NO! These fools must pay!" She growled as she glared daggers at Russell, "And you... you will be the first to DIE!"

The small soldier frowned as he held up his sword, "You're wasting your time, Lulu! You aren't gonna win!"

"Wanna bet?!"

With a wave of her wand, Lulu shot a beam at Russell, who was quick to block it with the sword. The queen growled again, "So that's the game you wanna play? FINE!" She waved her wand again, as it turned into her own fairy-themed sword, "Let's PLAY!"

A sword fight began between the two... or at least would have begun, but within an instant, the Queen's weapon ended up being shattered into pieces by the strong power of the Little Nutcracker's sword.

"NO!"

The sword turned back into a wand, but now it appeared to be short-circuiting. However, she didn't care, "It isn't over yet!" She snarled, "Because I still have the higher ground-"

She started to wave her wand but felt her hand grabbed, and the wand snatched away. Shocked, Lulu turned to see that it was Rudy who did it, "RUDY! My king, what are you doing?!" She demanded.

"You're going outta control, Sugar Plum!" He answered with concern, "If you don't stop, you might end up destroying something, or hurting yourself."

The queen growled, "Give that back!"

She made a reach for the wand, but Rudy backed away and threw it above her head... and into the hands of Russell. Lulu saw that, and just chuckled.

"Hmm... you don't think you can be powerful with that... do you?" Lulu grinned.

Russell looked over at Bertha, before looking at the wand, "Maybe... but let's see how powerful YOU are... without it."

With that, he threw the wand up, and together with Bertha, they used their swords to slash through the wand, slicing it in half. Lulu's jaw dropped in horror with her hands covering her cheeks while in complete shock.

"No... NO! NOOOOOOOOOOOOOO!"

The broken wand fell to the ground as it sparked and glowed on and off. That's when the skies turned from purple to a beautiful blue night. The bowing spell was broken as the citizens could now stand again. Rudy felt himself glowing, as in a poof, he was back to being a normal human prince, and no longer the evil rat.

As for Lulu...

She felt herself becoming weaker as she dropped to her knees, her wings drooping, her hair undone and flat, suddenly light-headed. Rudy was quick to be at her side.

It didn't take long for Russell to realize what was going on.

The wand was the main source of Lulu's power... and now that it was broken... her main power was gone, and all of her evil magic was undone.

As for Stella...

"W-w-what happened?"

She has awakened from being zapped and remained unconscious by the wand. The fairy in waiting looked around to find herself in Donald's arms. The dimwitted boy smiled at her, "S-Stella, you're okay!"

Russell and Bertha looked at each other...

They did it...

They defeated the villains... and saved the day.

Carla came over to hug the little boy, "Oh, Russell! I knew you guys could do it! I'm so proud of you!" She beamed.

"No problem..." Russell chuckled.

"It was an honor to aid you, your highness." Bertha bowed to the princess.

Camille helped up Bill, who was still injured from the Rat King's blast, but it looked like he was gonna make it, "Our Nutcracker has done it again..." He grinned.

"No... all my magic... my kingdom... my reign... it's all gone..." Lulu moaned as she looked at her shaking hands, "I... I feel so weak..."

Russell, Bertha, the princess, and the guards looked at the weak fairy. Rudy put his arms around his queen protectively. Stella gasped to see her queen and best friend in that state, "Lulu..."

"Queen Lourdes... your reign... is over." Carla declared with disdain in her voice, "Now the time has come to pay for your crimes."

"Hey, c'mon, princess. Go easy on her..." Rudy pleaded as he held the fairy queen tightly, "She's... well, look at her..."

Bill and the guards approached the two villains, "Her pity will not be enough to make us feel sympathy." Bill glared, "Not after the evil and suffering she has caused. And that goes for you as well, Rudy."

"Wait..." Russell called as he also approached to get a look at Lulu, "Guys... I think she's dying..."

"What?!" Rudy exclaimed.

"No, it can't be.." Stella added.

Bertha walked up to check Lulu's pulse, "He's right. She's fading away. Slowly, but surely. I think I know why. She used magic so much, that it flowed through her veins. And after we broke her wand, the source of that magic..."

"It's causing her body to start... shutting down." Russell realized.

"No! She can't die!" Rudy cried as he hugged the fairy queen.

"Can we save her?" Stella asked.

Carla sighed, "I'm not sure what we can do... as much trouble as she has caused, what kind of princess would I be to let her die?"

Everyone started to think, before Russell felt his pockets, and pulled out a couple of icicles, something he picked up earlier "Maybe this will help... if they can get rid of headaches... maybe they can heal the dying..."

"It's worth a try..." Bertha nodded.

The soldier approached the dying fairy, handing an icicle to Rudy, who held it up to Lulu's mouth, "Eat this, Sugar Plum. It'll make you feel better." He cooed. The queen took one small bite. As it melted inside her mouth, her transparent body began to glow and transformed her back.

"It's working..." Carla pointed out.

Lulu took another bite, and soon, she started to feel better, "Oh..." She sat up and looked around, "I... feel strong. I feel... great... I can dance around if I wanted to..."

"You're welcome." Russell smiled.

"You saved me...? But why? Why would you save me after everything I've done?"

"You might be a bad guy... but that doesn't mean you deserve to die."

The reformed Fairy Queen now felt touched, "That type of kindness... it feels... so good. All of sudden... I feel good. Like a good person. All thanks to you." She then stood. "From now on, I think I shall use my power for good and never for evil again. Never again will I let my magic overpower me!"

"So all this time, you were influenced and controlled by your magic?" Rudy asked.

"It appears to be so... I wanted to be in power... but now I see that I made a huge mess. So I'll do everything I can to make it up to this kingdom."

"I guess that goes for me too, Sugar Plum."

"And I want to continue harvesting sugar plums."

Carla had an idea, "Perhaps we can set up a trade agreement. I've heard your sugar plums are quite delicious."

"Oh, I would love that!" Lulu replied, "And... I'm so sorry for the trouble I've caused. I don't expect you to forgive me... but I hope I can do something to heal the wounds."

Stella fluttered over to her best friend and hugged her, "Oh, Lulu! I'm so glad you're better! And you're turning good!" She smiled.

The guards were shocked over this as Bill spoke to Carla, "Your highness. Forgive me for questioning your decisions but... are you really going to forgive these two for everything?"

"Yeah, they almost killed us. Several times!" Harold added.

"I will speak to both of them." Carla answered, "My father believes in second chances... though in Rudy's case. It'll be a third chance..."

Russell grinned, "Yeah. And let's see if Rudy actually has any class this time."

Carls giggled before turning to the reformed villains. "Prince Rudy, Queen Lulu, I'd like to have a word with both of you."

While that was happening, Russell faced the crowd and decided to make an announcement, "As the temporary Nutcracker, I just wanna say. Thanks to each and every one of you! With your courage and help, we have saved Winteria! We... are FREE!"

The crowd cheered in happiness. Because he was right.

The day was saved. Everyone was okay.

The Battle for Winteria... was over.

Wow, what a battle! And everything turned out okay. Lulu is now reformed, but she still has some work to do. This battle is sort of inspired by the ending of Elena and the Secret of Avalor, especially the march and everything involving Lulu's wand. Next chapter, will be the second to last, all we'll see the aftermath of the battle, as well as the Christmas Ball that was planned. Stay tuned, for that one is coming soon. And... review, please. Thank you!