Disclaimer: Hi guess what I now own W.I.T.C.H. NOT! W.I.T.C.H. the animated show is really made by Disney, lucky dogs. I am not making any money and since I am broke don't bother suing.

Quick note about the time line. It seems to me Matt was missing for a few days before Shagon made his appearance. Irma joined the radio station the morning after Matt vanished and a scene or two later Cornelia commented about Irma going to school early, thus indication it was the fallowing day. It is unknown how many days he was gone since all the character were wearing the same outfits everyday so I'm just going to make my best guess.

Also there's some debate about Kor's name. It seems there are two ways to spell it. In the Books it's spelled Khor but in the TV show it's listed as Kor. Since I am fallowing the show I'll be sticking to Kor. I am also desperately seeking a beta reader to help me edit and spell check this story. I'd like to redo the first few chapters to make the story read more smoothly but none of my friends like W.I.T.C.H. (They don't know what they're missing.) I know I suck at spelling so if anyone would like to help I would be very Grateful. This chapter is done from Shagon's point of view. Enjoy!

The Darker Side of Me

My name is Shagon, I use to be a boy by the name of Matt Olsen. He was weak, useless, and finally out of my way. My Mistress has given me the power and strength that was rightfully mine. The wings are pretty cool too. I was a little new to this body so I was expected to train with Kor while my Mistress was away tending to business. But first things first. I couldn't have the Guardians searching for that idiotic boy. And if his parents reported him missing the police would be called in and of course they would question his girlfriend. Can't have that. So, I wrote his parents and grandfather a letter. It was a pathetic excuse about seeking his fame in Hollywood. Of course Matt's mother wasn't going to buy that sorry excuse, but it was in her son's hand writing and the police in Heatherfield didn't take runaways too seriously.

Training with Kor was going well. I think he still see me as his master so I decided to work with it. He took orders well and without complaint. He almost seemed to be enjoying it, like it was a game. Whatever it was, he was turning into a good partner. My Mistress said I could punish him if he was becoming disobedient but I felt there was no need. No sense breaking that trust when he was behaving so well. It was also a distraction for me as well. While my Mistress feed us well before she left we were both getting hungry again. It doesn't seem like we can feed off each other which is probably a good thing. We wouldn't be of much use if we tried to devour each other.

One thing Kor couldn't help me with was my new set of wings. OK, I admit it, flying is a lot trickier than it looks. There were times I was really, really glad my Mistress was away. Especially that time I collided with the tree. Her new general would not be aloud to show weakness. I found that by watching the birds in a nearby valley I could see how their wings moved in flight. With a few small adjustments I was souring through the clouds like it was the most natural thing in the world. It was wonderful, before I knew it I was master of the skies. I even chased a few eagles to test out my speed but they board me too quickly.

Kor proved more useful for testing my speed. I had him try to catch me from the ground and found he was surprisingly hard to avoid even while I was airborne. Kor even tried to knock me out of the air on my command and succeeded once or twice. It was useful practice for both of us since the Guardians tended to take their battles to the sky.

It had been three day since I came to be, three day I have spent training, and three days since I last feed. My new form craves for hate as much as Kor needs anger. Normal food does nothing anymore. While I might be able to keep a bit down it does nothing for the intense hunger from with in. I felt I would go mad if I didn't feed soon luckily my Mistress finally reappeared.

"I trust you have been using this time wisely." She said eyeing Kor and I. My wing flexed in response.

"Of corse Mistress."

"Good, fallow me." So I did with Kor right beside me. "I think it's time to put you new skills to the test." We didn't go very far, we came to the cliff side of a dormant Volcano, most likely Mt. Heatherfeild. I didn't know why we were he but undoubtedly my Mistress had a plan.

"As you know my Knights of Vengeance are no more. While they had their uses they had their own agenda and never could get the job done. Still, I have a need for warriors to do my bidding. You shall lead my new Knights of Destruction. I will be introducing you to the rest of your charges in a moment. And as my new General you will be responsible for them. They are simple creatures but obedient. The will obey me absolutely but in the battle field they are yours to command and direct. But know this, their victory or defeat will fall on your shoulders."

I understood very clearly what she meant. This was quite an honored, it seemed like I would be given more than just Kor to work with. I smiled beneath my mask. "Understood Mistress."

She held up the Heart of Meridian and aimed it at the side of the Volcano.

"Quintessence!" A familiar white-blue energy erupted from the heart hitting the side causing large chunk of ice to break away and small pool of lava to form. I shivered slightly at the sight of the Quintessence but I wasn't sure why. I shoved it to the back of my mine, there was no way I would show her weakness now.

"Desperate times call for Desperate minions." She said as the chunk of ice started to change and reform it shape.

"You are Tridart and your power shall come from the fear and desperation of your enemies."

Where there was once a block of Ice the was now a human like creature with icy wings and pale skin colder than ice itself. He stood erect and smiled.

"I am your's to command Mistress." Then I could see another form with wings rising from the lava pool. I could see clearly it was a woman this time even before her body had finished forming.

"Ember, you shall feed on the pain and misery of others."

"Lovely, when do we hunt?" Eager little firecracker isn't she?

"Now. Find the Guardians."

The orders were a little vague. I needed to know if we were just suppose to watch them or take care of them. "And?"

"And put your powers to good use."

Ah, so this is a test. She doesn't expect us to finish them off just drop by and say hello. This was a true test of our new powers in the heat of battle. Of course if we happen to finished off one or two all the better.

"As you wish my Mistress." She held up the heart and in a flash we arrived in Heatherfeild.

My troops were all hungry and eager to go but we needed a battle stragity. I explain we needed to work together as one unit. The Guardians were quit successful as a team, let's see how they like it used against them. It was good that we each feed on different emotions, this way none of us would have to share in the bounty. The boy, as it turned out, had some use after all. He knew just when the Guardians would be leaving school and which path they would take home. So we waited patiently at the construction sight.

Ah, right on time. All five walked right into our little trap. I couldn't hear what they were saying but Ember was practically drooling over the Water Guardian's pain. Tridart and Kor were also on edge ready to strike. I didn't feel much hatred but then I spotted Will, that sorry boy's girlfriend. Oh, this was going to be fun. I signaled for the attack to commence before Ember jumped the girl and gave us away. Sure enough she was the first to show herself.

"I smell pain! And now I want a taste." And so it began. I had the others position themselves around the entry and exit points of the construction sight to prevent them from escaping.

Will was the first to respond. "Who are you?"

"I am Shagon. This is Tridart, Kor, and Ember. We are Nerissa's Knights of Destructions." I smirked evilly momentarily forgetting they couldn't see my face. "Your Destruction."

I kept talking, drawing there attention to me so the others could start the attack. "Prepare to meet your doom Guardians." Ember was now soaking up the water guardian's pain as she attacked quickly fallowed by Tridart. He went after the Air Guardian's desperation. I could see the Fire Guardian ready to counter. I almost stepped in but Kor stopped her feeding off her anger. 'Good boy.' Suddenly the Earth Guardian tried to attack but I stopped it with a energy blast from my eyes. The mask help to amplify my powers greatly. 'Laser vision, Superman eat your heart out.'

As expected, attack one and the others will fallow. "Stay away from her!" Will shouted her anger increasing. Kor was enjoying a nice meal already but I was starving. I needed her to hate me and I knew just how to do it.

"Like I stayed away from Matt?" Her eyes widened in shock. She had to be wondering where her pathetic boyfriend was by now. Almost have her, just a little more.

"Matt? Did you hurt him?" And she walks right into it. Shouldn't go into too many details just yet. After all, not knowing can sometimes be a thousand times worse then the truth.

"How much would you hate me if I did?" Ah, that did it. The hate was rolling off her in rows now. It was wonderful.

"You're about to find out!" She shot at me with little lightning bolts. It didn't do much damage to me in this new body and while she was still in human form.

"Tickles." I shot back but the Earth Guardian shoved her out of the way and pushed her to safety. The others were firing at the Water and Fire Guardian to try and keep them separate but they all managed to regroup. We surrounded there hiding place under a large crane.

"Kor!" I said pointing to the crane. He didn't need any further instruction as he lifted the heavy machinery to revile...nothing.

Ember was fuming more so than usual. "Where did they go I wasn't finished feeding?"

"Maybe they ran off the Meridian." Thought Tridart but I knew better.

"Remain calm. I have a pretty good idea where they're going. Fallow me." There was only one place I knew where they could talk safely and not be noticed. Memories from the boy would led me right to the Silver Dragon. As usual Kor came when called and I gave him a lift as I lead the troops to the perfect spot where we wouldn't be noticed and where we could easily see the entrance of the restaurant.

Ember was once again impatient not liking having to wait for her meal. "Why don't we just attack now? They're going to get away!"

This girl was getting a little to big for her britches. It was going to lead to trouble if not kept in check. "Listen up and listen good. Our Mistress put me in charge of you three while in the battlefield. Questioning my orders is as good as questioning her. And believe me you do not want to go against her." She glanced at Tridart but it was clear he wasn't about to defy me or the Mistress.

She sighed trying to control her temper. "I didn't mean to go against anyone I'm just hungry."

"Be sure you remember that next time. And don't worry, they'll come out soon enough. There's a chance they may have picked up on the fact that we're feeding off of their emotions so be ready to strike as soon as they come out." Less then a hour later they finally emerged.

"About time." Said Ember starting off the attack with a large fire ball. And so it began again.

"Guardians, UNITE!" Will was quicker this time powering up herself and her teammates. We all started going after our favorite Targets. Ember was more then a little pissed that the Water Guardian was not among them so she took out her frustration on the Earth girl. I had one eye on the others and the other on Dear sweet Will.

She was fuming at me so of course I stroked her hatred a bit more with my favorite lure. "Destroy me now, and you'll never learn the fait of your boyfriend." It worked of course, even after she dodged my blast she was still letting her hatred flow and I was soaking it up like a sponge. But then it seemed the Earth Guardian picked up on the fact we were feeding off of their emotions.

"Nah uh, time to trade dance partners. You take glow worm." Ember quickly jumped into the fray as Will went after her leaving the Earth girl to battle me. Even while we fought I could still feel Will trying to keep her emotions in check.

"Gotta zen, must zen. But later I am so having a tantrum!" I chuckled a bit as I chased after the blond girl. I'd get another shot a Will later, right now I have some fairy wings to clip. But things were not going so well for the others. The Water Guardian had joined the fray cooling off Ember's temper. She was out of this fight. I was still in hot pursuit of Earth but suddenly she used her telepathy to hurl a huge rock, not at me, but at Kor. 'NO!' It hit him hard sending him crashing to the ground.

"Kor!" It was bad I wasn't quick enough to catch him. Kor was hurt bad, Ember was down, and Tridart was currently getting pummeled by the Air and Fire Guardian. I was uninjured but with my three teammates down I decided to call a retreat. 'He who fight and runs away, lives to fight another day.' I gathered up Kor trying not to injure him further and turned to the Guardians.

"I can still feel your hatred Will. It shall be your undoing, but not tonight." As expected Tridart and Ember fallowed as we returned to the Mistress.

Nerissa transported us back to Mt. Thanos. She took Kor away hopefully to be heeled. It was a difficult to judge her mood. I couldn't tell if she was displeased or not. We may have given the Guardians a hard time but the battle was lost. I figured it was best to let her make the first move.

"Your first battle went as well as could be expected. I will expect better results in the future."

I got down on my knees to show submission. Ember and Tridart quickly took the hint.

"Of course Mistress. Your Knights of Destruction will train hard so that the next battle will bring you victory." She smiled as she looked down on us.

"Good to see you know your place. I want you all to rest for the night. I have plans that will require you all to be in top form so tomorrow you will train. As for you Shagon..." I tensed slightly, was I to be punished after all? "Meet me here at daybreak I have a...special assignment for you."

"As you wish Mistress." I think I just got off real lucky. It looks like I will be given another chance to prove myself, alone this time. And I have no intention of losing again. She had dismissed her knights for the evening but there was still no sign of Kor. "Mistress, if I may?" She turned back to look at me.

"Is there a problem?"

"No, I was just wondering what became of Kor." Her eyes narrowed for some reason I wasn't sure why. "I was hoping to leave the other Knights with training instructions. So that they may grow stronger while we are away." She continued to stair, it was getting a bit unnerving.

Finally she spoke. "He is recovering but he will join you shortly." She turned back around at began to leave the room. "Just be sure you don't fall into...old habits."

'Old habits?' I wasn't sure what she was talking about but I think I had better watch my step. I went to meet with Tridart and Ember to discuss plans for the next few days. Ember seems to have cooled down. It seemed that I gained their respect by not blaming her or Tridart for the day's lose. After leaving them detailed instruction for the next few days I went to retire for the evening. I was almost asleep when suddenly I felt someone breathing down the back of my neck.

I leapt off my bed, my eyes glowing green ready to strike only to find Kor's passive face looking up at me. "Don't do that Kor I could have killed you!" I calmed down and my hand seem to naturally find Kor's head. "Why aren't you in your own bed?" He grunted something but stayed by the side of my bed. I sighed, I really needed to rest before tomorrow. "Fine, fine you can stay here on the floor if that's what you want. But you'll be training with Tridart and Ember for a few days while I'm away and I expect you to behave."

He made some type of purring sound and settled down on the floor. "Glad you're alright my friend." I said quietly as I scratched him behind his ears. For some reason this was very relaxing almost...familiar.

To be continued...

Next time: Shagon thinks he has the Guardians right where he want's them, so what's stopping him from finishing the job?

Thank you, Shiroi Misa