Okay so this is my first fanfic so I'm open to criticism. I hope you like this story!

(Disclaimer: I do not own winx club Rainbow S.R.I. owns it as well as Ignio Straffi and Nickelodeon I only take credit for my characters and the story line.)

It was another boring day in another dull potions class Thalia looked at professor Palladium as she drifted into a silent slumber her eyes focusing on the wall behind him. It wasn't that his lessons were dull in any way shape or form. It was just she wanted to sleep, 'I'm so sleepy.' she thought almost drowning in her shutting down body. She hadn't slept in weeks and when she did try nightmares interrupted her peaceful dreams. She felt her eyes begin to lower as her eyelids drooped. Sleep was calling out to her and before she knew it she was out.

In her nightmare the darkness began to swirl around her as she ran for her life. Dark clouds of creature swarmed at her feet and lifted her in the Air. "Help me! Somebody Help!." She screamed out trying to think. The only plan she could think of was to run. Run as fast as she could. "c'mon, c'mon!" She muttered trying to keep her patience while waiting for the woman in clad black that always seemed to follow her in her nightmares to come back. 'This plan had better work' she thought to herself. It was getting cold and she could see her breath starting to form in front of her like fog on a clear night.

She hugged herself softly trying to keep warm as she ran. She knew she couldn't keep this charade up for long because she could already feel her breath starting to shorten. Her head began to pound her heart began to race. Before she knew it she could see specks of light dotting her vision. She could feel herself falling. Then it all went black.

When she tried to open her eyes she couldn't. In fact she couldn't feel or see anything. She began to panick. "Where am I?" She screamed. Then she heard a voice screaming at her, "Wake up, Thalia! Wake up!"

"Huh?" she muttered as she slowly awoke from her slumber. She opened her eyes just an inch and she saw the outline of professor Palladium along with the headmistress standing over her. "I can't seem to wake her Faragonda she just fainted right then and there in the chamber! I didn't notice until I brought her back, so the next thing I decided to do was to call you." Palladium whispered.

"It was the right thing to do Palladium, now please leave me to figure this out. You may go back to your class room." Faragonda replied heard the door close softly as Palladium left the room. Thalia then noticed she was in the headmistress' office. Mrs. Faragonda leaned over her slightly opened eyes. She frowned and whispered as she stroked Thalia's long blond hair. "Oh Thalia if you only knew what was happening to you. Believe me I tried to stop the transformation but, I was unable to, I was too late." Tears fell down her cheeks as she muffled a cry. Thalia had to hold herself back a from a gasp. 'I have never seen her like this!' she thought. That was her last thought as she fell back to sleep again.

She groaned and tried to move but, when she did pain lit her body like a fire with gasoline. Her whole body burned.

She felt so much pain and anger and she didn't know why. 'These aren't my emotions.' she though haughtily. "You are right young shadow keeper. For it is I, Macy, once again." A woman hissed into Thalia's ear. 'This woman looks very familiar' she thought.

The woman looked like a simple shadow, but Thalia knew better than that. She was the one who had sent her nightmares to haunt her.

The woman ran towards Thalia. Hand raised eyes burning with embers of a fire long since burned out. The hand grabbed Thalia's throat. She let out a muffled cry as fire singed her throat scorching her. She tried to scream out but no sound came. Soon she went blind from the pain as her body shook from the flames that had engulfed her. The woman laughed before whispering to the charred remains of Thalia, "this isn't the end, young shadow dreamer!"

Thalia opened her eyes, at first she couldn't see anything and the she realized it was still dark. She stared at the ceiling for what seemed like hours. She didn't want to fall asleep again but she could feel her eyes getting heavy. Slowly she sat up and tried to shake off the sleep that had surrounded her. Suddenly she gasped and fell down in pain as her head began to throb.

Suddenly her whole body began to shake as she ran out of breath. A hand clamped firmly on her mouth, making her scream muffled. She struggled to get away from him, she tried everything from squirming to ducking. Nothing worked.

She tried to get away from her captor but they held her down. "Calm down I'm not going to hurt you." The soothing voice spoke," now I'm going to remove my hand and I don't want you to scream is that clear?" Slowly Thalia nodded her head in a quick reply. Her captor pulled their hand away from her mouth.

Soon she realized that her captor was a boy, he had long blond hair that curled at the ends. "Who are you?" is all that she managed to gasp before he raised a finger to his lips in a motion that could have only meant, 'be quiet or someone will here us.'

Hope you guys liked this little starting chapter. If you want you can review of whatever. I would like to say thanks to those who take the time to read Thalia's story so thanks!