Alrighty, this one's for ChrisJan34 for being so very patient. Hope I don't disappoint, man. Enjoy. Although I probably should point out that I changed some of the continuity in this episode so that the timeline fits together a little better.

P.S. Congrates to all of you who picked up on my little nod towards season three in the last chapter. Turns out Jolly's a better fortune teller than she gives herself credit for.


Chapter Twenty-Four – Desperately Seeking Bloom

"Dammit Timmy! Can't you make this hunk of junk move any faster?!" Sky shouted with uncharacteristic heat.

"Sky, I'm going as fast as I can," Timmy repeated calmly and his answer was rewarded with Sky slamming his hand into the back of the headrest of Timmy's chair. Timmy felt the impact, but he chose to ignore it. After all, if anything were to happen to Tecna, he'd be willing to move heaven and earth to find her again.

As soon as they had heard the news, the five boys had bolted to the hanger. The squad ship was the fastest mode of transport to Alfea and it had the added bonus of still being half loaded with the emergency gear they had taken on the mission to the Resort Realm. But Sky couldn't have cared less about all that. He wanted to be at Alfea, and he wanted to be there immediately.

When they got to Alfea, one of the Winx Club's classmates, Pricilla, was waiting for them on the front steps. "They're in one of the classrooms," the fairy informed them. "Follow me."

The Winx Club and their pixies were waiting in the classroom Pricilla lead them too, and they all looked as worried as Sky felt. The prince didn't even hear Pricilla excuse herself. All his attention was on the Winx Club. "What happened?"

"Avalon," Tecna put simply, and for the look on her face it was clear that she was only just resisting the temptation to verbally remind everyone that she had never trusted him. "He was an impostor."

"He's what?" Timmy asked, his expression just as shocked as the others.

"He's not the real Avalon," Musa explained. "Whoever's been teaching us all year somehow changed his appearance and took Avalon's place somewhere between when Faragonda offered him the job and when he showed up here. We have no idea who or what's been teaching us all year. The P&C (1) are going to have a fit."

"So this guy changed his face and stole another person's identity to teach a bunch of pixies a little hocus-pocus?" Riven asked, earning himself a hard kick to the ankle from Stella. He gave her a sharp look but didn't comment on it.

"He had an objective," Layla told them coldly.

"What?" Sky asked.

"The impostor was working for Lord Darkar," Flora told them all.

Sky was silent for a horrible amount of time, and no one knew what to say to change that. All they could do was shift nervously on the balls of their feet and exchanged worried glances until Sky found his voice, and when he did, the first thing he said was, "We have to get her back."

"Oh, we will," Stella assured him.

"If we're going to go back to the Under Realm, I just want to quickly check some things on the squad ship before we go," Timmy said.

"I'll go with you," Brandon offered.

"Thanks. Tecna, you can stay here and help strategise with the rest of the fairies," Timmy told her, reading her unasked request. Her soft smile was all the thanks he needed as he and Brandon headed for the door.

"Alright, we're gonna go down to Shadow Haunt and teach Darkar once and for all that no one messes with a member of the Winx Club!" Stella ordered, a dangerously serious tone in her voice.

"Yeah!" Chatta cheered. "Let's go kick some Shadow Phoenix booty!"

"Uh-huh," Amore nodded.

"Nuh-uh. It's too dangerous," Stella told them firmly. "We can't let you go to Shadow Haunt with us."

"I don't care how dangerous it is!" Lockette said, her tiny face fiercely determined. "Bloom's my fairy and I'm going to rescue her!"

"That's sweet Lockette but you barely survived the last time you were there," Flora reminded her gently.

"Remember there are shadow monsters and gater hounds just waiting to gobble you up?" Layla asked, trying to frighten the cowardly pixie into staying behind. Lockette screamed and ducked behind Flora in fright, but once she regathered herself, the pixie was just as focused as before.

"I don't care," she said, poking her head out from behind Flora. "I want to go"

"Lockette, I think Bloom would want you to stay here where you'll be safe," Layla told her and Sky nodded in agreement. Bloom might be in danger, but he also knew that the Last Princess of Sparx would kill them if they let anything happen to Lockette.

Musa, however, believed that they needed all the help they could get, no matter how small it might be. Or at the very least, they should explore the option. "Hey guys, would it be so terrible if she went?"

"Statistically; it would be," Tecna informed her, doing the maths. "A pixie's chance for surviving two trips to the Under Realm is less than ten percent. What do you think Digit?"

"Nine point eight to be exact," Digit told her.

"We're all in this together," Lockette told them. "If you go, I go."

"If Lockette goes, I go" Amore told them. "When do we leave?"

"You're not going!" Stella objected.

Amore wouldn't listen. "Besides being there for Bloom I need to be there for you."

Piff babbled something in her baby talk, which Chatta translated. "She says she's going and if Piff's going, I'm going too."

"Well if Chatta goes, I go," Tune finalised.

"Wait," Layla begged. She had already had to rescues the pixies once from Shadow Haunt. She didn't want to go through all that again.

Tecna turned to Digit, the only one out of them who would understand true logic. "Um Digit, this is completely illogical. Reason with them."

"It is true that our chances are quite bad," Digit agreed. "But there are times when you can't rely on logic and this is one of those times so I say we all go together!"

"Yeah!" the other pixies cheered.

"I know you girls don't like it, but I doubt we're going to talk them out of it," Helia said calmly. "And I hate to break it to you guys but the longer we stand around debating this the more time Lord Darkar has to break into the Realm of Realix."

"He's right," Sky agreed. "Let's go."


"I've modified the ship so it's now darkness resistant which means we won't lose power when we land in Shadow Haunt," Timmy informed them when they made it outside to where the ship was waiting. Pressing a button in the ships keys, Timmy unlocked the ship and opened the hatch. "Okay everybody, it's time to get on board."

"Hold on a second," Tecna stopped them as she checked her hand held computer. "I've simulated our landing and we have a problem. It looks like the ship is fifty percent too big to fit inside any of the openings to the caves."

"Can't you use magic to make them bigger?" Brandon asked.

"But the caves absorb magic," Riven reminded him, cancelling out that option.

"Magic won't work," Flora agreed.

Everyone looked stumped by the new problem, but Sky had an idea. The only trouble was, of course, Brandon wasn't going to like it. "Hey Brandon, have you kept in touch with your friend Amentia?"

"Friend?" Brandon repeated in horror. Memories of endless grooming sessions and an almost wedding that still caused him to wake up in a cold sweat in the middle of the night suddenly crashed down onto the squire, who shivered in dread. "You've got to be kidding. I never want to see her again!"

"Well, I was thinking we could use one of those giant guard worms to bust open the caves so we can fly the ship in," Sky suggested.

Brandon gasped in horror as he began to understand what his prince was asking him to do. "Dude, are you saying you want me to ask her a favour? Queen Amentia?"

"Yeah," Sky said. Sky understood that his friend would rather not keep up an association with the Queen of Down Land, but Bloom was in danger, and if he had to play the 'my-girlfriend-is-in-the-hands-of-a-psychopath' card, so be it.

But Brandon wasn't going down without a fight. "You don't understand. You've never had your eyebrows plucked."

"I know you're scared of her but we're trying to save the universe," Sky reminded him, calling upon both Brandon's sense of duty and his pride.

Brandon, for his part, walked right into it. "I'm not scared."

"In that case I think that you should go to Down Land Brandon," Ms. Faragonda, who had been waiting by the ship when the teenagers had returned outside agreed. Sky almost grinned successfully, until the Headmistress of Alfea opened her mouth again. "And Sky and Layla will go with you."

"I'm going too?" Sky stammered, a little nervous about suddenly being volunteered to go to Down Land.

"Now Sky, you're not scared, are you?" Ms. Faragonda asked, using his own attack against him.

Unable to find any way to get out of it, Sky rubbed his forehead bashfully and tried to save face. "Of course I'm not."

Brandon simply laughed.

"Lord Darkar probably knows we're going to come after Bloom, so he's going to watching all the entrances and he's no doubt unleashed all his minions to try and stall us at every turn," Layla said seriously.

"When you say 'all minions', I take it you're not talking about just shadow monsters," Helia noted.

"No. The Trix will be out in full force, even if Darkar orders them not to," Stella said. "Those three aren't going to pass up a chance to cause some havoc."

"I think Sky, Brandon and Layla should enter the Under Realm on their levi bikes while the rest of us go in the squad ship," Timmy suggested. "It'll act as a distraction until you guys get into Down Land and get Amentia's help."

Everyone agreed to that idea, and in five minutes Sky, Brandon and Layla were waiting on their levi bikes ready to go. They would have been ready sooner if Riven didn't have such an issue about Layla borrowing his bike.

"Brandon, Layla and I will meet you Up Land as quickly as we can," Sky promised them. "Timmy, are you sure you'll be okay without us?"

Timmy nodded. "Sure thing. Tecna can co-pilot."

"Miss Faragonda, before we go do you have any advice on the Under Realm?" Brandon asked. It never hurt to be too prepared.

"The darkness there is intense but if you stick together I believe you can prevail," Ms. Faragonda told them.

"Alright you two," Sky addressed Layla and Brandon. "Let's say we ride?"

Brandon answered him by moving his bike slightly. "You guys all set."

"Oh yeah," Layla grinned. "Let's do it."

"We'll keep in touch via radio," Timmy told them, walking up the ramp into the ship.

"Kay. See ya in the Under Realm!" Brandon called, driving off with Sky and Layla right behind him.

Musa saw the concerned look in Riven's violet eyes, so she shyly slipped her hand into his and gave it a comforting squeeze. "Hey, they'll be fine."

"I know," Riven assured her. "She just better not scratch my bike."


By the time they reached the Arid Mountains region, Sky, Brandon and Layla were regretting agreeing to drive all the way from Alfea to the Under Realm. Their legs were stiff and sore and they had long lost feeling in their backsides.

"Timmy, are we there yet?" Brandon whined over the intercom.

"Nearly," Timmy's voice replied.

"You said that an hour ago."

"I said it seven minutes ago."

"Well it felt like an hour."

"Brandon, be quiet," Sky ordered. He didn't know if Lord Darkar had any technology in Shadow Haunt that might pick up on their radio messaging, but he wasn't willing to risk anything with Bloom in danger. The three teens continued through the Arid Mountains with Layla in the lead since she knew where an entrance was. The two specialists followed Layla off a kicker and landed in a gorge before coming to a stop.

"This is the entrance," Layla told them.

Brandon stared at the entrance with a strong sense of dread. The last time he had entered that realm it had near ended up with nuptials, and he didn't want to go through something like that any time soon. "Here's hoping Amentia's happy and not hoping to reconnect."

Sky grinned at Brandon's comment, but Layla's expression was anything but entertained. She was looking above the two boys, and her eyes were wide. "Hey! Watch out!"

"Huh?" Brandon and Sky both said in unison, looking up just in time to see two shadow monsters leap down at them from a ledge above them. Both boys tumbled off their bike but a second later they managed to kick the monsters off them. Scrambling to their feet, Brandon and Sky quickly removed their helmets and readied themselves for a fight.

The monsters were the ones that had the hard exoskeleton-like bodies with the horns and the big heads. Like all shadow monsters, it was difficult to see their eyes, but even without that it was easy to tell their intent was; they were out for blood.

One of the monsters retaliated by leaping onto Sky, knocking him to the ground again. The prince struggled to keep the monsters jaws away from his face, until he could get his feet up under the monster and kick it off him again. Getting to his feet again, Sky wasted no time in pulling out a small, circular disc that when activated extended out into his levi board. Jumping onto it, Sky hovered out of danger and grinned victoriously at the shadow monster. "Later bro!"

Meanwhile, Brandon had to deal with his own shadow monster. With his eyes focused on the monster, the squire pulled out his double light sabre and threw it in the air for dramatic affect. It turned end over end and then fell back down where he caught it before it hit the ground. After another dramatic twirl, Brandon managed to block the monsters attack as it tried to bite his head off.

"Hang on Brandon!" Sky called, shifting his weight so that his levi board flew towards his squire. Brandon was still blocking attacks when Sky seized his arm and dragged him onto the board. "Gotcha!"

"This way!" Layla called from her place a short run from the entrance. "Hurry up!"

Sky aimed his levi board right for her, but the monster he had slipped away from before suddenly jumped between them and with the monster Brandon had been fighting advancing behind them, the boys found themselves blocked from both fronts.

"Ah!" they both yelled in unison, but neither of them tried to slow the levi board down. Instead, they continued right for the shadow monster in front of them. The monster let out a wicked sounding growl and prepared to pounce. It probably would have caught them too, but just as the monster leapt into the air, the boys shifted their weight backwards, causing the levi board to suddenly hover higher, allowing them to levitate out of danger and causing the shadow monster to crash head long into the other monster that was prowling after them from behind.

"That was close," Sky breathed a sigh of relief as he continued forward, and for the second time that year, the prince entered the Under Realm. As soon as they were a good distance into the caves, the two boys jumped off the levi board and Sky collapsed it down into its convenient compact size. From there, the two Eraklyian's followed Layla deeper into the caves until they came to a ledge that dropped down into a steep slope.

"It's this way," Layla said, pointing over the edge of the ledge. "Let's go down."

"Er . . . kay," Brandon agreed before throwing himself off the edge of the ledge and started sliding down the steep slope on his ass. As he travelled down, his screams of fear and amusement echoed off the stone walls and travelled further into the Under Realm.

Sky rolled his eyes at his squires' childish antics, before looking over at Layla. "Come on."

Following Brandon's lead, Layla and Sky threw themselves off the edge and started sliding down the slope. The ground was thankfully made up of a soft dirt and there were very little rock obstructing their path, but that didn't stop Sky getting jarred and rubbed in places that didn't feel exactly comfortable to him. Fortunately, it was all over pretty quickly and before he knew it, Sky was flung painfully into the hard, stone floor at the base of the slope.

"That was fun!" Brandon exclaimed in a rather child-like delight.

"I meant the we should take the levi board," Layla grumbled in the same unimpressed tone that Brandon's mother always seemed to use with him, and she groaned loudly as she pushed herself to her feet. "Argh."

"Oh," Brandon cowered, but he brightened when he looked around him and found something familiar. "Hey, look. The Hemian Crystals."

"Alright! That means we're almost there."

"Honestly, I'm not really looking forward to this," Brandon admitted, not sharing Layla's enthusiasm at all. His eagerness to being back in the Under Realm was dampened further when a large fist seized him from the scruff of his cape and lifted him and Sky right off the ground

"Up Worlders, you're trying to enter Down Land," a gruff, gravely voice boomed, and the two Red Fountain students looked up too see a giant sentry trog, who to Brandon looked very familiar. "Hygiene certificates? You got 'em?"

"I know you're doing your job but we don't have time for this," Brandon tried to explain, but he wasn't the least bit surprised to discover that Queen Amentia had issued the needs for hygiene certificates before entering her realm. She was just the kind of control freak to do that. "We have to see the Queen."

"Not without a hygiene certificate," the trog refused and the boys couldn't think of anything to talk their way past it.

Luckily, Layla could. "Sir."

"Huh?" Brandon grunted stupidly.

"Brandon here is a close friend of the Queen. I'm sure she would – " Layla started, but she stopped mid sentence when a loud roar filled the caves. "What was that?"

'That' turned out to be the two shadow monster that had attack them outside. They had followed the teenager into the caves and bounded over the edge of the ledge to land at the bottom effortlessly. With drooling mouths filled with teeth, the monsters closed in on the ground, forcing Brandon and Sky to pull out their phantom blades.

"Get ready," Sky said through gritted teeth as he gripped the hilt of his sword tightly. But there was no need for him to even have his sword out because as soon as they were in range, the trog sent his massive club slamming down onto the shadow monsters heads, vanquishing them back into thin air from which they were created.

Brandon blinked. "Nice shot, huh?"

"Our regulations are very strict, but are you really a friend of Queen Amentia?" the trog asked, making Brandon suspect that maybe this wasn't the same trog who had found him and Stella on the beach way back at the beginning of the school year. Although he had to say that the resemblance between the two was incredible.

"I . . . er . . ." Brandon stammered, not really sure how to explain his and Amentia's relationship. How do you define a connection to a person when they scared the living day lights out of you?

"They're very close," Sky answered for him. "They almost got married."

The trog seemed impressed by that. "I still have to ask you a few questions. When was the last time you showered? And what kind of soap do you use?"

"Yesterday," Brandon answered. "And I used this beautifying body wash my girlfriend gave me."

"Nope. That won't do," the trog instantly shot down. "The Queen banned body wash. Bar soap kills more germs."

"Listen, you don't want to turn us away," Sky advised him. "When the Queen finds out you didn't let Brandon in she's going to be furious."

The trog looked troubled by the issue of Brandon's level of hygiene, but he took heed to Sky's warning. "Do not mention the body wash," the trog stressed before pulling out a scroll. "And there's one more thing. Men are expected to bring a gift; a wild dragon's feather."

"No problem," Layla waved off as the trog pointed to a picture of the feathers on the scroll. "You guys are like expect dragon wranglers, aren't you?"

"Yeah. No problem," Sky agreed, but his confidence still wasn't very high.


"Timmy, are we there yet?" Stella whined in a combination of frustration and boredom.

With a cold, unimpressed look that reminded Stella very much of her father, Timmy turned to glare at her. "Stella," Timmy said very slowly and so sternly that it made Stella sink back in her seat. "I just managed to get Brandon off my radio, so don't you start."

"Yes sir," Stella whimpered, but as time passed, her fear of Timmy faded and her frustration returned. But contrary to popular belief, Stella wasn't a dumb blonde, so she remembered not to direct it at Timmy again. Instead, she bravely turned her frustration onto someone who wasn't there; the impostor Avalon. "I can't believe fake Avalon was working for Lord Darkar this whole time."

"Fake Avalon?" Musa repeated (2).

"Well what else am I going to call him? That guy who we trusted all year and then stabbed us in the back? That jackass who stole Bloom from us and turned her over anorexic, underground creep? That good for nothing son of a bitch who doesn't care if he tears this universe apart as long as he follows the orders of his psychotic, malevolent master?!" Stella ranted, her voice getting steadily louder until she no long had the breath to say anymore.

"On second thoughts, fake Avalon's fine," Musa said.

"Call him whatever you want. We're here," Riven informed them as they reached the one of the entrances to the Under Realm which Layla had selected to be their first meeting point. Slowly, Timmy lowered the ship towards the ground and everyone peered over each others shoulders to scan the monitors for any sign of Sky, Brandon and Layla.

"It looks like they're not here," Timmy noted regretfully, but he had to stay focus and positive. "We'll have to go to meeting point B."

"Look at their levi bikes," Helia said, bring up a picture of two totalled levi bikes up on screen. Riven gripped the edge of his seat so tightly that his knuckles turned white, but when he saw that Layla had safely packed his bike without a scratch, his hands relaxed and he let out a sigh of relief.

"Wow," Timmy gasped. "Those are in pretty bad shape."

"Oh, I hope they're okay," Stella whimpered, ringing her hands. "I hope nothing happened to them."

"Of course they okay Stella," Timmy assured her. "You can stop worrying because worrying is not going to help."

"Heroic 101: you've gotta keep a positive attitude," Riven reminded her.

"Reality 101: our friends are in danger so don't tell me to pretend everything is peachy keen, okay Riven," Stella snapped back sharply. "I'm worried."

"Aren't you guys just a little worried too?" Flora asked in a small voice, feeling somewhat ashamed of her own fear and anxiety.

"Okay, we're worried but can we not dwell on it?" Riven barked, not liking to admit his weaknesses, even if they were legitimately sound.

"Maybe they'll be at Rondeau Point B," Timmy said hopefully, hitting the controls to cause the ship to take off again.


"May I just point out that I'm having to do a lot of hoop jumping to see a girl that I could easily go the rest of my life avoiding," Brandon hissed as he and Sky scrambled up over a series of rocks towards the lair of the nearest dragon.

"And may I say what a good sport you've been about it," Sky shot back, dragging himself over another rock. The trog – who turned out to be called Gargantua and not Abrupto like Brandon had thought – had directed them to the nearest dragon's lair to allow them the chance to try and obtain the dragons feathers that were needed to address the Queen of Down Land.

"According to Gargantua, the dragon devoured the last two people that tried this," Brandon reminded his prince, hoping that Sky would see reason and they'd abandon the idea of gaining Queen Amentia's help and Brandon would never have to see her again, but Sky was willing to go through hell to get Bloom back, which pretty much described a meeting with the Queen of Down Land.

"I hope it's not hungry," Sky replied simply, peering over the edge of the rock to see a sleeping cave dragon. This dragon was very different to the mustang dragons the boys were used to handling at Red Fountain. For starters, these types of dragons lived alone, rather than in herds and they almost their entire lives underground which meant that they preferred to run rather than fly. And clustered around this dragons neck was the boys mission objective; a mane of elegant, red feathers.

"That thing doesn't seem so tough to me," Brandon waved off once he got a good look at the creature. "Let's just grab a couple of feathers and go."

"We'd better not rush into this," Sky advised, but even while those words were coming out of his mouth, Brandon hopped over the edge of the rock and started creeping directly towards the dragon. "Brandon!"

Brandon whipped around and put his finger to his lips, but he didn't dare to make any sound to try and shush his friend. Tip-toeing closer to the dragon, Brandon kept a watch on the dragons closed eye lid, but it didn't open and Brandon soon found himself right next to the dragons head. Hesitantly, the squire reached out and brushed the feathers with his outstretch fingers, and when that didn't wake the creature, he tightened the grip around one of them and pulled. The two boys flinched, expecting the dragon to wake up in a fit of range, but when that didn't happen, Brandon wordlessly handed the feather back to Sky who had crept up behind him and reached in for another one.

"Like taking candy from a baby," Brandon grinned quietly to himself as he pulled out the second feather. He never knew if it was because he had said something or because the dragons had felt him pull the feather out this time, but whatever the reason, Brandon and Sky found themselves caught in a burning, orangey glow when the dragon's eyelid snapped open and a deep grow rumbled at the base of the dragon's throat. "Uh-oh."

"Run!" Sky shouted as the dragon leapt up, its jaws snapped the thin air where a second ago had been the place Brandon was standing. With a deafening roar, the dragon scrambled to its feet and charged after the two teenagers who were legging it at high speed down to tunnel.

"I think it's mad at us!" Brandon shouted, choosing to ignore the fact that Sky actually hadn't done anything. As he ran, he managed to steal a look at his prince, and when he saw the look of dread and panic of his friends face, he got concerned. "What's wrong, Sky?"

'You mean besides the trog eating dragon chasing us?' Sky thought to himself, but out loud he said, "I dropped my levi board back there!"

"Don't stop!" Brandon told him as if they had any other option. The dragon let out a blast of fire, but the two boys managed to jump clear of it, though that didn't stop it from scaring the hell out of them. The two specialists continued to run forward blindly, but when a river presented itself, it became possible that they found their way out. "You think that thing can swim?"

"Let's find out!" Sky shouted and without breaking their stride, the two boys ran to the edge of the river and dived into the river. The cold water hit them like a cannon ball shot at close range, and when they resurfaced, it hurt to breath. Coughing and spluttering, the current carried them down stream and weren't alone. The dragon had dived in after them and its head resurfaced between them. The dragon didn't seem troubled by the cold water, but the current was proving to be too strong for it. Caught up in the pull of the water, the two boys grabbed hold of its mane so at the very least it couldn't snap at them.

"Got the feather?" Brandon asked and Sky nodded. A large stalagmite that was hanging over the river was nearing them and as they were swept past it, the boys jump onto it while the dragon continued to vanish downstream.

"Yeah!" Sky cheered as they swung themselves back onto dry land. The dragon let out on final blast of fire before disappearing into the distances. Sky felt a little sorry for the dragon, but Brandon had other things on his mind than what some oversized lizard did.

"What if Amentia still has feelings for me?"

"The girl is not into you. She's totally into Sponsus," Sky told him firmly, but then his expression turned sly. "Unless . . . let's just hope she's allowed to have multiple husbands."

Brandon paled. "Don't even joke about that. Ever!"

"Whatever," Sky grinned. "Now come on. We better radio Timmy before your girlfriend has a fit."


"Okay, scenario thirty-six: they manage to get Amentia to agree to let them use the guard worm but they have to be the ones to tame it. Brandon's forcing the worm down the tunnel with a whip, and Amentia can't resist how fabulous Brandon's perfect butt looks in his uniform and the way his sweat glistens on his bare chest, so she steals him away to make him her sex slave," Stella hypothesised. She had spent the last half an hour speculating on ways Queen Amentia might try to steal Brandon's away from her and they were steadily become more outrageous as she went on.

"I can't take much more of this," Riven groaned, rubbing his temples.

"What happened to Brandon's shirt?" Chatta asked.

"I think it's like scenarios eight, twelve, twenty-one, twenty-nine and thirty-three where costume changes just magically happen," Digit guessed.

"Scenario thirty-seven; Brandon – " Stella started up again, but before she could launch herself into yet another ridiculous scenario, her one of her friends interrupted her before Riven snapped and tried to strangle her.

"Stella, Brandon will be fine," Tecna assured her friend. "Brandon's not going to be stolen away, or kidnapped, or seduced, or bewitched or anything like that. Sky and Layla will make sure of that."

"But like in scenario three, six, seven, fourteen, eighteen, twenty-three, twenty-four, thirty and thirty-two, Layla and Sky might not be there. Amentia could throw them into a mine or something."

"Stella, Brandon isn't going anywhere," Musa stressed again.

"But – "

"Hey guys, I'm picking up a remote message signal," Riven cut her off, partly because it was true but mostly because he felt like she was going to snap at any minute.

"It's from Brandon," Helia informed them all. "It says that we should meet them back at Rondeau Point C."

"Alright then, let's head back over there," Timmy said, hitting the controls to redirect the ship.

"Did he say anything else?" Stella asked Helia hopefully.

"Yes. He said he fell and hit his head, and when he awoke to find Amentia caring for him, he fell instantly in love," Helia told her with a completely straight face.

"Scenario sixteen!" Stella wailed. "I knew it!"

"Helia," Timmy scolded.

"Sorry. I couldn't resist," Helia grinned impishly.

"You've been spending too much time with Riven," Timmy and Tecna scolded in unison, earning themselves several odd looks off their friends.

"Okay, that was kind of weird," Musa spoke for everyone. "You should avoid doing that too often."

"Right," Tecna nodded, looking somewhat uncomfortable, but that quickly turned to alarm when the ship lurched suddenly. "Oh! The ship's been hit!"

The ships control panel and screen started to frizzle and ship started to drop out of the sky despite Timmy's best efforts to regain control. "It's going to get bumpy guys," Timmy warned. "So everyone please stay in your seats."

"I'm way too stressed to stay in my seat!" Stella told him. "Scenario thirty-seven: I die and Brandon decided to stay with Amentia instead of spending his life alone."

"Stella, that's not going to happen," Amore promised her.

"Yeah," Riven agreed. "Brandon could find someone much better than Amentia."

"Riven!" several people and pixies scolded him once.

"There's major interference," Timmy reported, ignoring his friends and focusing on the problem he was facing, but no matter what he did, he couldn't seem to stop what was happening right in front of his eyes. "Oh no. Looks like the main system is crashing."

"Oh," Lockette whimpered quietly, covering her mouth with her hands in an effort to muffle the sound.

Without even bothering to explain to the others what he was going to do, Timmy ripped open a hatch on the control panel and tried to fix the ships mainframe manually, but all his efforts were completely futile. He couldn't do this alone. "Tecna, can you help me?"

"Sure. No problem, Timmy," Tecna said, and in a bright flash of white and green light, the digital fairy transformed into her winx mode and levitated herself into the air. Several long cables emerged out of her body and plugged themselves into the control panel, effectively connecting her with the ships on board computer. "Timmy, consider me your new computer."

"That's awesome," Timmy grinned. He had no idea she could do that. But even though they had fixed the problem of the computer, the threat of the Trix still remained.


Down Land was exactly as Brandon remembered it to be; cold, dark and slightly unnerving.

Sponsus met the three of them at the palace steps. He was as skinny as ever – proof that he hadn't let his mother-in-law get to him – and he was still incredibly docile looking. His big, blue eyes had a slightly dreamy quality about them and they stood out strongly against his pale face. But he smiled warmly when he saw them and greeted them fondly in his soft, placid voice. "My dear Up Worlds, what a delight it is to see you again."

"I'm sure it is," Brandon mumbled unenthusiastically, but when Sky stepped painfully on his foot in warning, he lightened up a bit. "We'd like to see the Queen."

"Oh, certainly. I'm sure Amentia would be delight to see you all again. If I could just see your hygiene certificates?"

"Er, we've already sorted that out with Gargantua," Sky answered, looking back over his shoulder at the trog that had led them here.

"Excellent. Follow me please," Sponsus said, leading them into the palace. Brandon's level of dread grew with every step, and when he entered the throne and saw the row of bursts of the royal couples, he physically flinched. And when he looked up at the royal thrones, he saw the woman who was still the star of many of his nightmare; the one and only, immaculately beautiful and fabulously perfect, Queen Amentia of Down Land.

"My love, look who requested an audience with the Queen."

"Brandon," Amentia greeted, making Brandon flinch again. "I know heartbreak's a painful thing but Sponsus is my man you simply must get over me."

"Be nice, buddy," Sky quickly warned, noticing how Brandon tensed in insult. "We need her help."

"You are hard to get over," Brandon said, and he was telling the truth. He really wasn't sure if had gotten over the torture she had put him through. "But that's not why I'm here."

"Are those wild dragon feathers?" Amentia asked, her big eyes brightening when she noticed them in the boys hands.

"Yes they are. We got them just for you."

Queen Amentia looked delight for a moment, but then she peered closer at her gifts and her delight shifted into outrage. "Those feathers are wet and stinky, Brandon. That's so disgusting! I have to punish you."

The two boys started to freak out a bit – after all, who knew what Amentia classified as punishment in this realm? – but Layla kept her cool "It's not his fault. He didn't mean to be rude."

"You're right," Amentia agreed after a brief pause. "He's still in love with me so that's why he's acting out."

"What?" Brandon stammered. Still in love with her? Yeah right. As if he would ever love a freak like her.

"Shh," Sky hissed, putting a hand on his friends shoulder.

"Exactly. It's all part of his healing process," Layla continued to explain, walking forward and bowing gracefully so as not to insult the Queen. "Now if I might speak? We need your help. Lord Darkar is very close to getting the Ultimate Power and if he does, he'll take over the universe. He'll destroy everything, including Down Land."

"I've been thinking about fighting Darkar ever since his witches crashed my realm," Amentia admitted.

"Then you should join us, Your Majesty," Brandon suggested. "We can all fight Lord Darkar together."

Queen Amenta suddenly got to her feet, and she did not look impressed about Brandon suggestion. "Slow down. Just because you're a pretty boy with a symmetrical face doesn't mean I'll fight with you."

"It's a good strategy. Heroes, fairies and trogs all working together. We would be hard to beat."

But Amenta didn't seem to be listening to him. Calmly, she removed a spear off one of the guards standing alongside her throne and glared down at her almost-husband. "In addition to being a great beauty, I'm a great warrior so if you want to fight with me you'll have to first prove that you're worthy," Amentia told them, jumping from the top of the stairs all the way down to ground level. "And to do that you'll have to fight me one on one."

"I don't like to fight girls," Brandon started to explain, but then he remembered that this was the girl who had put him thought hours of beautifying torture including the painful plucking of his eyebrows, and his position suddenly changed, "but I guess I can make an exception."

"You have to," Sky pointed out. He wasn't about to lose his girlfriend to Lord Darkar all because Brandon wasn't going to take on his ex fiancée.

"First she wants to marry me then she want to fight me," Brandon groaned, pulling out his broadsword and extending it to its full length.

"I'm not sure this is such a good idea," Sponsus objected.

"Yeah, is this necessary, Your Majesty?" Layla asked. "I can vouch for both of them. Brandon and Sky are both awesome warriors."

"I'm glad you brought that up. We're going to have to test the blonde one too," Layla noted, before looking over at the trog that had brought them in. "Gargantua, you will fight blondie."

Gargantua grunted and pulled out a massive club. "You got it."

Sky and Brandon quickly exchanged a looks. All they were asking her to do was to join them against a force that would destroy her and her people in a second if given the chance, so how the hell did they end up having to fight her to get her help?

But Amentia was itching for a fight, and she was a girl who always got want she wanted. "Alright hero boy. Now we get to find out what you're really made of."


"The Trix are out there," Helia reported, looking out over the monitors. Tecna and Timmy had managed to stable the ship, but something was interfering with its system, making it so that they could access their engines and fly out of there. That something happened to be the combined efforts of Icy, Darcy and Stormy.

"Well duh. I told you try weren't going to miss an opportunity to mess with us," Stella said, folding her arms across her chest. "But no matter how many lightning storms or hypnotized monsters, we'll stop 'em at every turn, cause no matter how much power that gloomix bling gives off, we've got our charmix's. We'll be able to handle anything they throw at us."

"Uh-huh, and what are you going to do about that?" Riven asked. He had risen out of his seat and was leaning over the control panel, starting up at something above them. Everyone scrambled to see what he saw, and when they looked up and saw what was developing above them, their jaws dropped open. A massive mountain of ice was growing above them, and resting in it penicil was a colossal ball of solid ice of such weight that it caused the mountain beneath it to collapse on itself, edging the ball closer and closer to the ship.

"That's a pretty big piece of ice Flora and I think it's totally going to crush us," Chatta said to her bonded fairy, her big, golden eyes fearful.

"Don't panic Chatta. I'll handle it," Flora promised her, and without so much as an explanation to the others, she turned and ran to hatch door which opened for her.

"Flora!" Helia shouted in alarm as soon as he noticed her missing, but by then it was too late. She had already transformed into her winx mode complete with charmix and flew outside to try and counter Icy's spell. Helia turned to address Timmy and Riven directly. "Do they always just run off headlong into danger like that?"

"Yeah, pretty much," Timmy told him.

"We've contemplated buying them leashes," Riven informed him, earning him a death glare off Musa. "Or would you ladies prefer a cage?"

"I'm not sure, but right now a muzzle's looking pretty good on you," Musa snapped at him, just as several giant vines erupted out of the ground and twisted around the ice to stop the ball of ice dropping any further.

"Way da go, Flora!" Stella, Musa, Timmy, Helia and Chatta all cheered as Flora re-entered the ship. The Fairy of Nature transformed back out of her winx mode and beamed at her friends, delight that she had been able to protect them. Subtly, Flora made her way to Helia's side where he wordlessly slipped his hand into hers and stared at her adoringly.

And outside, it started to blizzard as Icy started to lose her patience.


"Are you ready, Brandon?" Queen Amentia asked, the point of her spear directed at his chest.

"I'm ready," Brandon assured her. She had engaged herself to him against his will, threatened Stella and ripped his facial hair out by the roots. It was pay back time.

"Bring it on!" Amentia challenged, twirling her spear dramatically before starting to circle like some kind of predator, but Brandon was ready for anything she threw at him. With an insane look in her big, amber eyes, the Queen charged forward and made several jabs at his face with the spear, but Brandon managed to block all her attacks. They continued fighting with Queen Amentia mostly on offence and Brandon on defence. "Take that!"

With a well aimed hit that somehow managed to get around Brandon's defences, Amentia knocked the squire to the ground, causing him to drop his broadsword. Without hesitating for a second, Amentia leapt into the air with her spear ready to embed itself in Brandon's belly when gravity forced her back down again. Luckily for Brandon, he managed to roll out of harms way just in time, but she was able to nip some of his cape. Elsewhere, the trog Gargantua was trying his hardest to squish Sky like a pancake, but Sky somersaulted clear of Gargantua's attack and cut through the club with his sword, rendering it useless.

Meanwhile, Layla was enjoying a delightful cup of tea that Sponsus had made for her while they watched the fight from the sidelines.

"You can't fight worth a thing," Amentia spat. "I'm glad I didn't marry you."

Although Brandon was pleased to hear that there no possibility of Amentia ordering that she was allowed two husbands, he couldn't help but feel somewhat insulted. "No disrespect, but what about Sponsus?" Brandon asked, getting to his feet. "He's not that tough."

Queen Amentia let out a feral sounding growl and chose to attack with her bare hands for that comment. "You little . . ." she hissed, hitting him with such force that it sent him sliding backwards but he was still able to keep his feet. Amentia jumped right back at him with a fast series of punches, but Brandon blocked her attacks with his arms. "I outta rip your tongue out for that."

"You'll get your hands dirty doing that."

"Then I'll get someone else to do it!"

Meanwhile, Gargantua had given up on using his sliced club as a clobbering instrument and changed it to a throwing instrument. With a powerful overarm pitch, Gargantua hurled the hilt of his club at Sky, collecting him in the chest and knocking him to the ground and causing him to drop his sword.

"Fight's over, Up Worlder," Gargantua growled, lifting his giant foot to step on Sky like a bug. Acting quickly, Sky rolled out of the way and then did a hand spring to get back on his feet, scooping up his sword in the process.

"No, now the fights over," Sky corrected the trog, charging him.

Queen Amentia had given up fighting Brandon with her hands and gone back to her spear. With well practiced skill, she twirled her spear end over end and circled Brandon. "My Sponsus might not be good with a sword, but you should see him in the kitchen."

"Wow, sounds like the perfect man," Brandon said with a slight trace of sarcasm in his voice.

"Well he is mine," Amentia reminded him without any sarcasm. At that moment, Sky clobbered Gargantua with his sword, sending the trog flying, but Amentia was too focused on Brandon to notice. "Come on!"

With a painful looking crash, Gargantua collided directly into his queen, knocking her over. The pair fell into a pile, and unfortunately, Amentia was on the bottom.

"What did you do to my queen?" Sponsus wailed before running over to help his wife, but she was already shoving Gargantua off her in a surprising display of brute strength.

"Get off me!" Amentia ordered, pushing away her husbands and her royal guards assistance. "I can stand on my own!"

"Sorry it had to end that way," Brandon apologised, putting his weapon away.

Amentia scowled at him for a moment, before her expression shifted into something that could be described as mild admiration. "I have to admit, I'm impressed. You're a worthy warrior and I will fight with you," the Queen informed them. The three Up Worlders started to grin widely, but that hesitated when she started to speak again. "There's just one thing, Brandon; I heard about the body wash."

"Er, I'll switch to bar soap," Brandon promised her, although how was she going to know what he did or didn't do?

"Make that anti bacterial bar soap."

"My Queen!" Sponsus gushed, leaping at her to seize her in a loving embrace, but just as he was about to put his arms around her, Amentia stepped to one side and he fell flat on his face.

"My darling, how many times have I told you; hugs are by appointment only," Amentia reminded her husband as he lay dazed on the floor. "Won't warn you again."

"Have I thanked you recently for coming to save me from marrying her?" Brandon asked Sky as Layla started explaining their plan to Amentia.


"Is it just me, or is it getting really cold in here?" Flora asked, rubbing her bare arms to try and warm herself up. Timmy and Tecna were still trying to get some power into the ships engines, but the blizzard outside raged uncontrollably, and everyone was starting to feel it.

"It's just the blizzard," Riven shrugged off, trying to ignore the cold ache in his bones.

"Thermal imaging shows that the Trix are no longer outside," Helia reported over slightly chattering teeth. "But even without Icy fuelling it, the blizzard is not dying down."

"This is my favourite outfit but I wish I had worn something with shoulders," Stella shivered violently.

"The temperature has dropped thirty degrees in the last two minutes and the extreme cold is draining the ship's power," Tecna informed them all after studying the control panel.

"We don't have much time to get out," Timmy said, sounding sleepy from the cold. Shaking his head, Timmy tried to focus on rewriting the ships power supply through different programs, but it was hard to type when his fingers were so cold.

"The ships engines are not responding," Tecna told him.

"We'll have to access the ships back up energy supply and shut off all unnecessary power."

"Like the heating since it's so toasty warm in here?" Stella snarled sarcastically, her teeth chattering.

"It's so cold even my pigtails are freezing," Musa shivered. "Any progress yet?"

"We're close to coming up with a solution," Timmy assured her. "Tecna and I have to just make a few more calculations."

"Forget it!" Stella suddenly snapped. She was cold and worried about both Bloom and Brandon, making her short patience even shorter. "No more stupid calculations! I'm going to go out there and use my charmix!"

"No Stella, we have a plan," Timmy told her again, pointing to hologram of the ship with the ice ball being supported by the vines above them. "Look, it's gonna work."

"You can plan all you want but I'm in a tube top dress and it's ridiculously cold in here so I'm gonna go fix this right now!" Stella shouted, storming off into the ships hanger.

"If she thinks it's cold in here, wait 'till she gets out there," Riven said, jerking his chin in the direction she had just walked. The entire ship was cold, but Timmy had shut off all the heating in the other parts of the ship so that energy could be spared to heat the cockpit. As cold as it was, they were actually in the warmest part of the ship. But if there was one thing Stella knew how to do, it was how to heat something up, and with one blast of magic, the temperature started to rise to the point where people's fingertips actually started to sting.

"She did it! We are regaining power!" Timmy announced to everyone who warmly welcomed the news.

"The engine just needs a minute to warm up," Helia said, checking the ships stats.

But they didn't have a minute to wait around, as Tecna quickly noticed. "The vine barrier caught on fire. That thing's going to crush us!"

"Tecna, emergency take off!" Timmy ordered.

"I'm ready."

"Alright, let's do it!" Timmy and Tecna both shouted in unison as they hit their respective controls. With a burst of energy that sent all the boys smashing into the backs of their seats and caused all the girls to stumble to keep their balance, the squad ship took off, and just in the nick of time. No soon had they gotten airborne, than the fire burnt through the vine barrier and the orb of ice dropped. The orb smashed into the ground, leaving a slight indentation from the seer force of it, but the ship and its occupants were completely unscathed.

"Yahoo!" Stella shouted as others around her cheered loudly.

"You did it!" Chatta cried, throwing her tiny hands up in the air.

"Nice team work you two," Flora congratulated Timmy and Tecna. Without them, they would have never been able to manoeuvre themselves out of that situation.

"Thanks," Timmy and Tecna replied in unison.

"You're both saying things at the same time again," Digit pointed out to them, making the pair look kind of embarrassed.

"Sorry," they both apologised at once, making them flush deeper and making their friends laugh harder.


"People of Down Land! Presenting our beloved and perfected Queen, the flawless Queen Amentia!" Down Lands official royal announcer called as Amentia walked out to her balcony so that she could address her subjects. Layla had explained their plan and Amentia had instantly agreed, on the condition that if they were successful, full credit would go to her and her warriors, while if they failed, the blame would be squarely placed on the Up Worlders. The teenagers agreed to her term since they knew that they couldn't do this without Down Lands help, but also because how would the trogs know if they recounted the battle any differently? After all, these people literally did live under a rock.

"I need you to have your battle uniforms launder and iron," Amentia ordered her warriors. "We're joining the Up Worlders. Together we will get rid of Lord Darkar for good!"

"I'll pack you some of those sandwiches you like, dear," Sponsus offered as the warriors ran off to do as their Queen bid.

"This whole thing worked out pretty well after all," Sky commented, watching Amentia boss everyone around as they prepared for battle. "She's not so bad, Brandon."

"Are you volunteering to be Amentia's next fiancée?"

"No."

"I didn't think so."

As Amentia and her warriors marched off to distract some of Lord Darkars shadow monster, Layla, Sky and Brandon were left with the next phase of the plan; using one Amentia's massive guard worms to tunnel through the rocks so that they could make the cave large enough for the squad ship to travel through in order to get to Shadow Haunt. The guard worm for its part didn't need much herding, so all the teenagers had to do was run after it so that they didn't get left to far behind.

Before they knew it, the guard worm broke through the mountain side and the sunlight shone into the tunnels from around the edges of the worm's great bulk. After being encased in darkness for so long, the sudden light made them all temporary blind, but as Brandon and Sky walked out of the Under Realm, they saw that their squad ship had already landed and that Stella was running towards them wearing a smile that was even brighter than the sun.

"You're not the new king of Down Land, are you?" she asked Brandon, not slowing her stride as she neared them.

"No," Brandon assured her with a wide grin as she ran into his arms. Hugging her tightly, Brandon buried his face in her hair and breathed in its sweet scent.

"Oh, dumpling! Oh," Stella whimper, her face in his chest. "I was so worried."

"I missed you," Brandon whispered into her ear and she replied by squeezing him tightly.

"So, Brandon survived Amentia," Riven noted, walking over to Sky with Helia.

"Yeah, he sure did and with both his eye brows in tack," Sky told them all.

"You know, I read this article that said that most girls wish that guys would groom their eyebrows."

"Are you volunteering to be Amentia's next victim?"

"No."

"I didn't think so."


"Check out that worm. It's huge!" Musa exclaimed, peering out of the ships window at it.

"It's kind of gross," Layla said, her nose scrunched up slightly in disgust.

"I'm gonna get a closer look at that thing!" Musa told them all, turning on heel and bolting out to the ship. Layla rolled her eyes at her friend, but she and Flora followed after her, though not at such a fast pace. All the pixies had gone with them too, leaving Timmy and Tecna alone in the ship.

Tecna gave Timmy a coy look and a soft smile which he returned, but other than that, she had no idea of how to break the silence. She had been angry at Timmy for the last few months because he hadn't been more forward with her, but now she was starting to understand just how hard it actually was to initiate that step between friendship and something more. "Your navigation skills are awesome."

"Your engineering skills are amazing," Timmy grinned back. "But let's not talk about our technical abilities. Let's talk about us."

"Oh yeah?"

As he moved closer to her, Timmy slipped off his glasses. It wasn't out of vanity, but rather because he liked the effect. He wasn't as blind as Brandon often liked to joke, but his poor eyesight made it impossible for him to see anything in focus further than a foot from him, so by being this close to Tecna without his glasses, the whole universe except for her seemed to melt away. The pair stared at each other for a moment, before leaning forward with only the slightest bit of hesitation to brush their lips lightly across one another.

"Your boyfriend skills are not to bad either," Tecna told him when they had parted, her eyes glowing in a way that he hadn't seen before. He beamed at her, before wordless cupping her face in his hands and leaning into her again.


(1) P&C stands for Parents and Citizens and it pretty much the parents group that works with the school. I think the American equivalent is PTA

(2) Ever notice how we never found out who that fake Avalon guy ended up being? We know is was supposed a cloud spirit but other than that, nothing. Even Lord Darkar just calls him Avalon.

Okay. We're on the home stretch now. Just two more chapters to go