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

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

"Dominators Unite." With those words Judas activated the crystal Queen Neera had given him and transformed himself and his four allies into their powered-up forms. The Guardians watched as the crystal released spheres of light that enveloped each of the Dominators. Judas was in a sphere of pure blackness, while the one for Bess was red, Uriah yellow, Courtney orange, and Sandra a sickly pale green.

"Oh this isn't good…" Taranee said.

Moments later, the light orbs faded. Each of the Dominators now looked about three years older. Judas and Uriah were covered, head to foot, in thick grey armor that had an organic quality to it. Only their heads weren't armored. The outfits for the girls were much the same, except that they left the upper arms, upper legs, and midriff uncovered. All five had wings, of course, though unlike the fairy-like Guardian wings these were larger, and looked more like bat's wings.

The Dominators took a moment to look themselves over. "Awesome!" Uriah exclaimed.

"I like." said Sandra. "This is a look I can work with."

"You look good babe." Judas told her. Then he turned to the Guardians "It's not just cosmetic. I can feel the power stronger than before. You'd better give up if you have any idea what's good for you!"

"Scared yet?" Uriah taunted.

Irma laughed. "Scared? Of what? Something we see and do every day?"

"Neera based your powers off of ours." Taranee said, "So this shouldn't be a surprise to you at all. Will? Now please."

Will held out the Heart. "Guardians Unite!"

"What?" Bess shouted. "They can change too?"

"Taranee was right Bess. We should have seen this coming." Courtney answered. Then she looked at the now powered up Guardians. Locked her eye on Will. "Just like they should've seen this coming… Avarice!" Courtney's power reached out and grabbed for the Heart of Kandrakar. Took it. But before she could gloat, it teleported back onto Will's neck.

"Sorry Court. Authorized users only." Will said.

And so the battle was joined. Guardians, Dominators, and the Regent of Earth took to the air. Will and Matt faced off against Judas, and Cornelia and Elyon against Sandra. Taranee took Bess, Irma Uriah, and Hay Lin was left with Courtney.

On the ground below, the citizens of Meridian watched in apprehension. Caleb, Aldarn, Miranda, and Blunk were in the midst of the crowd. "I wish I could be up there with them." Caleb said. "I'm Elyon's bodyguard, I should be up there."

"I would fly alongside you if I could." Aldarn replied.

"I should." said Miranda. "They're in trouble, it's gotta be a life or death thing right? I should turn into a bird or something and…"

Caleb interrupted her. "No. They'll be okay. These Dominators haven't had their powers long, they don't really know how to use them. The girls will win this, so don't risk your freedom."

With a deep sigh, Miranda replied "Alright for now. But I'm going up if things start looking bad."

"Fair enough."

Sandra tried again to use her powers on Elyon, but now that the Queen knew what to expect it was a little less overwhelming. Cornelia focused her powers downward and drew up a large mass of rock and soil. She threw the whole of it directly at Sandra, who took a direct hit and fell towards the ground below.

Hay Lin managed to keep Courtney's stolen projectiles at bay with bursts of wind, but couldn't manage to shake the girl. Judas, dealing with two opponents, called for his teammates' help. Only Courtney seemed to hear, and even she didn't help him. Instead, her attention was drawn to the shiny gold mask Matt wore in his regent form. "Is that gold?" she asked. "It must be mine! Avarice!" Incredibly, the mask was torn loose revealing Matt's slightly older looking face.

Uriah hid from Irma, afraid of her wrath over the attempted drowning incident. When he saw who Matt was though, he revealed himself. "Olson!" he exclaimed. Seconds later, Irma slammed him in the back with a torrent of high pressure water.

Judas took advantage of Matt's momentary shock to recover Sandra and wake her up. Instead of staying side by side though, they returned to their original opponents. "Notice anything guys?" Taranee thought to the others, "They don't have any real teamwork. That's our opening. Hay Lin, switch me out dance partners. Irma, with Uriah down, help Hay Lin. Cool off Bess's rage a little together."

Taranee now took on Courtney. The Dominator of Avarice couldn't wait to try out her newest stolen toy. She sent Matt's stolen mask hurtling straight at Taranee's head. This was no trouble for the Fire Guardian, who simply melted it down and let it drop. "Why you! That was mine!" Courtney stormed. "You owe me for that!"

Bess flew headlong at Hay Lin, screaming as she came. "Rage!" she shouted, and both of her clinched fists blossomed with red energy. Before she could use it, she heard, from somewhere above, the voice of Irma Lair. Half a second later, the girl was soaking wet as tons of water poured down onto her. Hay Lin then added the ingredient of super cold air, and Bess crashed to the ground frozen solid.

"We're losing!" Sandra cried out. "Queen Neera was right to warn us about them! Judas, love, get us out of here!"

Full of hate, Judas almost insisted on continuing the fight anyway. Decided not to only to avoid punishment from the Queen. "Sandra, Courtney, grab Bess. I'll carry Dumb-Dunn boy." Teammates retrieved, the Dominators flew high into the air, where Judas opened a fold. Together they returned to Varthan.

Upon landing, the Guardians were mobbed by the grateful crowds. Their friends shouldered through to join them, arriving just as Will returned the girls to normal. Caleb took both of Cornelia's hands. "You're okay?" he asked.

"Fine. They're not as tough as they think they are." she answered.

"Not yet." Will said. "But if we don't stop them quick, if they keep these powers and practice with them, they'll be a real menace pretty soon." She turned to Matt. "Are you okay? Your mask…"

Taranee walked over and handed Matt the melted lump that was all which remained of the mask. "Sorry." she said.

As he returned to normal, Matt said "Sorry for what? I never really liked that mask. I'll have to thank Courtney when this is all over."

Then Blunk made his way to them. Took one look at the gold. "Ooh. Blunk offer you good price for yellow rock. Blunk pay, uh… ten of these!" He held out part of a broken old vinyl L.P. Everyone laughed except for Blunk…