Disclaimer: I do not own W.I.T.C.H. This is a work of fan fiction.

Season Three Episode Fourteen: "Dominators, UNITE!" Chapter Two

Zambala. The Guardians and their friends stared at the newly opened fold. They were all expecting an attack from Varthan. The girls spread out and charged up their powers for a fight. Will removed the Heart from her neck, ready to power up the Guardians, while Ironwood readied itself to wield the Heart of Zambala in defense of it's world. All these preparations proved unnecessary when the fold delivered its passengers: Blunk, Matt, Caleb, and Miranda.

Everyone breathed out a sigh of relief as the Passling ran to them shouting "Guardians! Aldarn send Blunk for you, trouble at Torus Filney!" He collapsed to his knees, breathing heavily.

"How'd you find us here?" Will asked him.

"That'd be us." Matt answered. "When he couldn't find you he came to Cassidy's place. Caleb and I were there doing some repair work from when Neera had Miranda kidnapped. Good thing you told us where you'd be."

Elyon knelt down next to Blunk. "So what is it this time?" she asked him.

"Blunk not know. Aldarn said trouble at Torus Filney, not monsters but still bad. He say the danger would be gone from there by the time you arrive, but you be able to follow the damage to it."

"Then what are we waiting for?" Irma asked. "Let's get going."

"One moment first." Elyon turned to Ironwood. "My apologies for the abrupt departure. I will return when this is over, if you are willing to receive me again."

The tree answered, "No apologies are needed. Your devotion to the welfare of your world shows us that you are worthy of our respect. Feel free to return when you are able to do so."

"Thank you Ironwood." Elyon said. She turned and opened a fold to Meridian…

Meridian. Torus Filney. The entire town lay in smoking ruins. Buildings were shattered, domestic animals ran free of destroyed enclosures, piles of hay smoldered. The citizens emerged from hiding upon sighting their Queen. "Queen Elyon! The Guardians! Thank God!" they uttered, along with many similar sentiments. Aldarn ran to Caleb, who asked him what had happened.

"It was terrible." Aldarn replied. "Five humans, teenagers about our age. They had powers similar to the Guardians, but different in a way I can't quite describe. They went on a rampage destroying everything in sight, hurting innocent people. We tried to defend ourselves but to no avail. They just… …laughed at us."

All six Guardians exchanged a worried glance. "Five kids our age?" Cornelia said.

Hay Lin added, "Are you guys thinking what I'm thinking?"

"Neera offered Miranda power when she had her." Taranee said, "Is it possible she's done the same with Uriah and the others?"

"This just keeps getting worse. But we've got to go after them." Will said.

Matt put a hand on Will's shoulder. "Let me scout ahead. I change into my regent form, they won't recognize me if it is who we think." He then transformed and flew off.

Cornelia said, "Matt's got the right idea, but it's not going to do any good. Even if it is them, we can't not fight them." She motioned around at the ruined town. "We can't allow this to go on just to hide our identities."

"No, we can't." Elyon agreed.

Matt flew on, following the unmistakable trail left by the attackers. He found them in less than a minute, three miles outside town. They were laying siege to a small farm house, who's terrified owners were holed up inside. He recognized them immediately as his missing classmates. Ready to turn around a fly back to the girls, he saw the huge mass of power Judas was charging up to throw at the house. No one inside would survive it.

"Wow dude, that's a lot of power!" Uriah complemented his teammate.

"You think this is sweet," Judas said, "Watch what it does!"

Before Judas could launch the attack, A tall, powerful man with black wings and a gold mask swooped down from above and landed between him and his target. "I wouldn't do that if I were you." the man said. "Meridian has some powerful protectors, and you'll just make them angry this way. Why don't you back off and let us help you? You don't have to do what Queen Neera tells you to."

Bess stepped forward and shook her fist in Matt's face. "Well duh. We know we don't have to obey. We choose to."

"But why?"

Sandra wrapped her arms around Judas' waist, keeping clear of the energy mass he was still holding. "Why not? Nothing matters, so we might as well have some fun."

"Fun at the expense of innocent people?" Matt asked. "I'm warning you, the Guardians won't go easy on you, and neither will Queen… …the Queen."

"Spoiling for a fight?" Judas asked. "Okay, let's have it then!" He unleashed his massed attack, slamming Matt with a powerful force that send him flying high into the air, uncontrolled, back in the direction he came from.

"Do we follow?" Courtney asked.

"Oh yeah, we follow." The Dominators gave chase…

Will was starting to worry about what was keeping Matt when he came crashing down from the sky, almost at her feet. "Matt!" she exclaimed, kneeling down next to him.

"Hey babe."

"Are you okay? What happened?" Will asked.

As the others gathered round, Matt sat up and said "Found our troublemakers. And I've got bad news, it's like you thought. Judas, Sandra, Uriah, Bess, Courtney. Judas was the one who did that to me. Whatever power Neera's given them, it's Guardian/ Regent level intense." Worried looks passed through the group.

"Now what do we do?" Cornelia asked.

"Same thing you had to do when I was Shagon." Matt answered.

Taranee said, "He's right. We can't hold back just because we know them. It won't help. In fact it'll probably make things worse in the long run."

"We've got to at least try to reason with them." Hay Lin said. When she saw the looks she was getting, she added "Okay okay. It won't work. We all know it won't work. That doesn't mean we can't try."

"Then get ready to try." Caleb said. "Here they come now…"