Hey guys! Just a small warning. Most of the things here are basically some events that happened in the TV series. It may seem a bit rushed because I didn't want to rewrite what most people have already watched. Hope you guys can still enjoy it!

Hay Lin continued working on her painting, brushing strokes of blue paint across the canvas. Although she felt it highly inappropriate to be lounging around when the Oracle had just recently been kidnapped by Nerissa, there was not much else to do on her end. Matt was upstairs generously helping her mother with dishes, while Phobos slept on the small twin sized bed in the basement, occasionally stirring in his sleep and causing the bed to squeak.

The squeaking apparently nerved the air guardian, who was already tense as it was. She sighed, putting the paintbrush down.

"Yeah. I couldn't really sleep either."

Hay Lin stood from her stool abruptly, swiftly turning around to see Phobos suddenly sitting on the edge of the bed. His mouth was crooked in a dissatisfied frown.

"You-You weren't sleeping?!"

"I was trying, but it's a little uncomfortable with a teenage girl in my room."

Hay Lin sighed as she began to head for the door. "Sorry. I'll leave."

Phobos raised his eyebrow, crossing his arms. "That's not what I'm intending for you to do."

Hay Lin turned around. "What?"

"I'm bored," Phobos said casually. "I want to talk."

The air guardian's eyes widened in surprise. "Talk? Talk about what?"

Phobos was silent for a moment, placing his finger against his chin as he contemplated what to discuss. "Ah, yes. Let's talk about those dreams you've been having."

Hay Lin tilted her head in confusion. "What about it?"

"What have you been dreaming about?" Phobos asked her. "I was just curious, seeing as it is an inspiration for your drawings."

Hay Lin shook her head. "Not for the current one. My most recent dream wasn't exactly giving a good inspiration."

Phobos tilted his head in confusion. "Why? What did you dream about?"

Hay Lin bowed her head down. "It's a little strange." Her eyes widened in realization. Why in the world was she telling the prince of darkness about this? "It's actually nothing really… My dreams have been less vivid so I always end up forgetting about it."

"You're lying," Phobos stated happily in a sing-song voice.

"Look, I don't even know why you're talking to me in the first place," Hay Lin admitted. "It's just a little weird to talk to you.

Phobos shrugged. "Well… I seem like I get along better with you than other guardians. When the two of us are alone, we actually talk to each other. The others just give me ice cold looks and refuse all conversation with me.

Hay Lin just stared at him with a blank, yet wide eyed expression. "Do you honestly feel that way?"

Phobos chuckled. "I don't know what I would gain by lying." He sighed. "Alright. I'll answer a question of yours truthfully if you answer truthfully to me."

Hay Lin looked up at him. "Huh? Alright." She paused for a moment, summoning the courage to actually hold a conversation with the prince. "Jezebel mentioned you and Himerish are friends. Is that true?"

"Nope," Phobos said. "My turn."

Hay Lin's eyes widened. "What?! That's it?! That's all I get?!"

"Not answering anymore questions." Phobos grinned. "It's my turn. You know, you really need ask better questions."

Hay Lin pouted. "Whatever. Ask away."

"What did you dream about?" Phobos asked her. "Why where you all of a sudden too uncomfortable to paint it?"

Hay Lin's cheeks flushed red. "It… It was about you."

Phobos raised his eyebrow. Then he scooted away from her. "I'm not interested in you. You're way too young for me."

Hay Lin's cheeks flushed an even greater shade of red. "That's not what I meant! I meant I had a dream about you and the Oracle being friends... And I was just wondering if that were really the case."

Phobos sighed. "We're not friends now."

"Were you before?"

"No more questions."

Hay Lin shook her head. "You know," she whined. "You're really complicated."

"And you're simply an idiot."

Hay Lin frowned. She was clearly offended by what the prince said, although at this point, she was sure to not take his insults personally. But nagging feeling in her couldn't help but wonder…

"You know…" she began. "When you used to rule over Meridian… I used to contemplate to myself how someone like you could ever exist."

Phobos raised his eyebrow. "What are you talking about?"

"I wonder why you're so evil," Hay Lin confessed. "I don't get it. No one has the desire to kill their sibling the moment they're born or crave power." She looked up, staring right into his cool blue eyes. "I mean… I've been noticing things…"

"Things that are irrelevant?" Phobos interrupted, crossing his arms. "You've gone way over your head, guardian."

Hay Lin's cheeks flushed red. "T-That's not it." Her heart was starting to pound against her chest. She had no idea why she was trying to have a more personal conversation with the Prince of Evil, but the back of her head had that nagging feeling that her dreams meant something… something that can relate to Phobos. And if he and the Oracle were truly friends, the fact that her dream depicted that was no coincidence. Her grandmother had told her that sometimes the air guardians were able to have premonitions in their sleep. Could this have been…

"That white haired girl. Jezebel? It seems like you care for her."

Phobos scoffed. "And what makes you think that?"

Hay Lin shrugged. "You try to hide it, but you show concern for her. That's the first I've seen you actually act like a human being. With feelings and concern for others."

There was a moment of silence between them. Phobos turned away from Hay Lin, and Hay Lin felt blood rush to her cheeks. This was the first she had seen Phobos vulnerable, even if it was ever so slightly.

"You really are quite an optimist," Phobos mumbled. He turned back to her, and Hay Lin's eyes widened to see that for once, his smug look was not present. This was much more intimidating. His expression was dark and his eyes were dead. "If you try butting into business that isn't yours, you'll regret it. Believe me. Your fragile mind can't take the capacity of a deadly truth." He sighed, leaning closer to Hay Lin with his deadly expression. "Now if you don't mind, I'm going to try getting some sleep. This time, leave the room."

Hay Lin stood up, stunned, allowing the prince to spread himself against the bed. "S-Sure," she said, striding out of the door as quickly as she could.

Phobos closed his eyes, listening intently as the air guardian shut the door, leaving him to himself. He opened his eyes again raising his hand to his face, staring at a silver ring on his finger. A single tear slid down the side of his cheek.

-xxx-

Himerish tried his best to remain calm as Nerissa returned to the lair.

"Nerissa," Himerish began. "You need to let me out of here."

Nerissa chuckled. "Now why would I do that? You're just going to be another part of my collection."

She raised her seal, allowing the Oracle to be sucked into her jewel. She smiled intently, looking as Himerish joined the rest of the prisoners.

"Now where was I?" Nerissa began. She lit up. "Oh right! Tomorrow is Halloween night… the one night a heart can be taken." She laughed as she began walking out of the cave. "Well Himerish, I'll have no time to listen to your complaints. I'll be really busy from here on out."

-xxx-

Phobos flashed a brilliant, malevolent smile, as he walked besides the guardians dressed in his princely robes. The girls were also in their guardian attire, as they entered the festival. Many youths in their costumes stared at the 'creativity' of their outfits.

Napoleon was in Hay Lin's arms, whining the whole way there. "I can't believe you guys are going to make me bait for Nerissa. This is betrayal right here!"

Cornelia scoffed. "You think you're having a bad night? My hair is pink!"

"Shush it, blondie."

Will sighed. "Come on, Napoleon. Nothing will happen to you. You have to trust us."

Napoleon just scoffed as they continued walking. Jezebel was also free to dress in her elegant gown, as she tried to match Phobos's stride.

"How's your hand?" Phobos asked her.

Jezebel blushed. "It's alright." Her expression saddened. "I'm concerned for my brother. I hope we catch Nerissa." She forced a smile. "But I'm sure he's strong enough to take care of himself. So you don't have to worry for him either, Phobos."

Phobos chuckled. "You have it wrong, my dear," he said. "My happy ending is your brother's head on a plate."

Jezebel stared at him as he continued laughing. She swallowed hard and turned away.

Hay Lin was still shaken by her interaction with Phobos the other day, and tried her best to stay away. But once again, his actions confused her. It was clear he and Jezebel had some history together that made him more concerned over her, but she couldn't come up with a theory.

Suddenly, a blast of light exploded in front of her, causing everyone to jump back, evading the attack just in time.

"Here, kitty, kitty," Nerissa hissed as she hovered over Napoleon.

"Phobos!" Will cried out. "It's Nerissa. Take the seal!"

Phobos grinned. "Not yet," he whispered.

"What are you waiting for?!" Caleb yelled angrily.

Will's eyes widened. "You want Nerissa to steal the heart of Earth! That way, once you steal the seal, you'll have more power."

Phobos merely smirked.

Napoleon began to run, racing through the booths.

"Irma!" The principal shouted from the stage. "What's with this commotion?!"

"It's our…." Irma began. "Halloween skit. Don't you like it?" She giggled nervously, hoping that her flimsy excuse had worked.

"Everyone, we have a last minute entry!" announced the principal gleefully, but idiotically.

Hay Lin glanced around in a panic, trying to evade the dodges from Nerissa all while scanning the area for Phobos. We were supposed to keep an eye on him!

Nerissa released another explosion of light, sending all the guardians to the ground. Out of the corner of Hay Lin's eye, she noticed the sorceress darting towards Napoleon, lifting the feline from the ground.

"No!" Hay Lin cried out. She turned to Will, who surprisingly looked calm. What was going on?

"Got you kitty!" Nerissa hissed.

'Napoleon' turned to Nerissa, flashing his sharp teeth. "Not quite," he taunted in Phobos's voice.

Nerissa gasped as the feline in her grasp began to glow, morphing back into Phobos. Phobos successfully beamed the seal into his hands, a winning smile on his face.

"What's the matter?" he asked her silkily. "Cat got your tongue?"

He raised the seal into the air, sucking Nerissa into the purple jewel.

"No!" she cried out, before becoming trapped.

"Hmph", Phobos scoffed. "So dawns a new era." He raised the seal into the air, meaning to gloat at the guardians. "The age of Phobos!"

The crowd cheered at the end of the 'act', as Phobos beamed himself away.

-xxx-

"What?!" Tynar shouted out, stomping his food on the cloudy ground of Kandrakar. "You mean… you planned all of this?" He stared at the red head guardian leader in front of him.

Will and Caleb both nodded. "We knew Phobos would betray his oath… So we secretly yielded to him. Once he steps foot in Kandrakar, the hearts in the seal will be returned to their rightful owners."

Luba smiled. "I see. This plan may actually work."

Hay Lin clenched her fists. "All we have to do now is wait for Phobos to attack."

-xxx-

Phobos rested once again upon the black throne in the Meridian palace, his goons obediently serving and fulfilling his every order.

"Now…" he said to one of his goons. "It's getting quite lonely. Maybe I should invite a 'friend'."

Phobos raised his seal in the air. The jewel began to glow, shooting out a beam of light towards the black stone floor. The light morphed, and soon enough, Himerish emerged from it.

"Phobos," he hissed. "What have you done?"

Himerish cried out in pain as thorny vines began to circle around him.

"Don't try fighting back," Phobos said lazily. "We both know you're only a keeper of power. You don't actually have much power yourself. I can easily kill you."

Himerish glowered at him. "Then why don't you?"

Phobos smirked. "Because… I want revenge."

Himerish felt droplets of his blood spill against his skin and he forced himself to continue speaking through the pain. "Revenge… for what? You're nothing but a power hungry, mad psychopath!"

"Revenge for trapping me here," Phobos hissed. "For attempting to foil my plans. But now I have everything I need. And what I've been aiming for will finally come true."

Himerish gritted his teeth. "W-What have you been aiming for, Phobos?" he questioned in almost a taunt. "Power?"

Phobos smiled. "Much more than power, Himerish. So much more."

"Don't call me Himerish!" he shouted. "Don't ever address me so personally ever again, you treacherous snake!" Tears of anger began to well in the Oracle's eyes. "You betrayed everyone. You betrayed me… your own friend! And not only that… you betrayed Jiri."

Phobos's eyes widened for a moment at hearing that name. And then the room began to echo with his hysterical laugher. Everyone shook at the prince's reaction to the name.

"Himerish! Oh Himerish!" Phobos cried out. Before he can continue, one of the goons bursted into the throne room.

"The great ring is completed, my prince," it bellowed.

Phobos's eyes glimmered with triumph, and a wide smile spread across his pale face. "Perfect."

He blasted a beam of light towards Himerish, forming a similar orb that Nerissa had used to trap him earlier. This time, the magic was much stronger, ridding the man from any kind of escape.

"Come, Himerish!" Phobos announced gleefully. "Come watch as I take over your world."

NEXT CHAPTER: The truth will finally begin to unravel, as well as Phobos's intentions! Prepare, readers! And please review! :) I know it's been a while, but I'd love to see a comeback review xD