"Those damned fairies!" Gantlos said as he punched a wall in their sewer, causing the ground to shake.

"Peace with you, Gantlos. Losing our heads will nay help us," Ogron said in an old-timey fashion. Gantlos slumped to the ground and grumbled something under his breath. Anagan was sitting on a pipe that ran from wall to wall, thinking to himself. His brothers noticed and wondered what was up.

"Why are you just sitting up there? C'mon, we're about to plan the next attack," Gantlos said, still angry. Anagan responded without moving his gaze from the ceiling.

"That angel…" he thought aloud. Ogron and Gantlos looked at each other.

"That brat? What about him?" Ogron asked.

"Who do you think it was?"

"Just some kid, who else?"

"He was strong enough to take us on without even breaking a sweat. If he is just some kid, he's pretty impressive. He was almost as strong as Duman…" He trailed off, remembering all those times they would spar together to strengthen their powers. He shook his head, wishing he could just forget everything. Ogron and Gantlos both looked at the ground, missing him terribly. "Who is as powerful as us?"

"Him, obviously," Gantlos replied. "And we can't get near the Earth fairy with him on the job. What are we going to do about that?" Ogron thought for a minute but came up with nothing.

"I have no idea. If he uses that spell on us we're helpless," he said. "Duman would probably be able to figure it out." They sat in silence, not looking at each other. Anagan decided that enough was enough when it came to mourning; it was making them all feel horrible. They weren't able to save him; he sacrificed himself to save them and they should be proud to have been such good friends with him. Something must be done to set this right.

"Alright, listen. I know we all miss him but wallowing in sadness is doing nothing for our cause. Think about it, would he really want us sitting around feeling sorry for ourselves? Of course not, he would want us to continue our mission and our mission is to rip off that fairy's wings. This angel is nothing but a minor setback, we'll get rid of him, steal that brat's magic and get rid of those wretched Winx once and for all, to avenge his death." They both looked up at him, the sadness beginning to melt away from their faces.

"Well, I'm glad at least one of us came to our senses. You're right, it's time to take action," Ogron said, a demonic smile creeping across his face. "And I have just the way to do it." They were too caught up in their maniacal laughing to notice a set of golden eyes, watching their every move, hearing their every word. They also didn't notice them turn away in fear.

After the fight with the wizards and the mystery angel, the Winx went to their home to unwind. Musa was playing her guitar, Tecna was typing, Flora was watering her plants, Stella was painting her nails, Aisha was dancing and Bloom was drawing. Roxy was lying on the couch with her hands folded behind her head, staring at the ceiling. She was thinking of how brave Duman was, jeopardizing their secret and his friendships to save her life. Then she remembered their arrangement. She shot up into a sitting position, catching the attention of the others.

"I think I'm going to visit my friend," she said. She started towards the door. Outside, the once calm breeze had turned into a fierce gale announcing the upcoming hurricane. It began to rain, causing those on the streets to seek immediate shelter.

"Really, who?" Bloom asked. "Want us to take you?"

"That would be great, thanks." She dodged the first question.

"Of course," Stella said. "Where to?" Roxy thought for a second. She remembered Duman telling her his address.

"11847 Arbor Street."

"No problem," Flora said. With a snap of her fingers, they were all on the sidewalk in front of Roxy's destination.

"Thanks," Roxy said as she ran up to the door. She took the key off of her neck, unlocked the door and disappeared inside.

"Well, that was illogical," Tecna said. "She didn't even say goodbye, and why would her friend just give her a key?"

"Eh, who knows? Let's just go home, it's freezing," Aisha said, taking everyone home.

Inside Duman's house, Roxy was looking around the foyer and into the next rooms. Surprisingly, this place was very modern. It was dark except for a lit fireplace in his living room. Duman was nowhere to be found.

"Hey, Duman? It's me," she called. No answer. She walked into the living room where the only life was that of the flickering flame. He wouldn't just leave it lit while he was out, would he? "Hey, are you here?" Still nothing. Then, she heard the quiet click of a door being cautiously opened and shut. Slow footsteps made their way towards her. She was afraid someone had come in unannounced. A figure approached in the darkness as her heart started to beat faster. Duman had a suspicious expression as he stepped into the light, but it vanished when he saw Roxy standing in the middle of the room with a scared face. He started to laugh as her expression turned to relief. "Oh good, it's you," she said with a sigh. "I thought someone broke in."

"No worries, how long have you been here, I would have come earlier," he said.

"Only a few minutes," she replied. "Where've you been?"

"Just on a walk when it started raining," he replied. She raised an eyebrow at him, knowing something was up.

"On a walk where?"

"… Places…"

"Places where," she asked again. He sighed.

"I went to see what the others were doing," he said. Now she looked curious.

"So they know you're back?"

"No, I just watched them. Nothing new, really," he said, not wanting to worry her. "God, I'm soaked." He took his shirt off, revealing his chiseled muscles. Under his skirt he wore loose sweatpants that draped over his hips. He kicked his shoes into a corner by the door, finally able to get comfortable. "Better," he noticed her slightly pink cheeks and decided to give her more to blush about. Before she had time to object, he slid over to her and pulled her into a loving embrace, his arms around her waist, her hands and face on his chest. Now her cheeks were scarlet with embarrassment; she wasn't used to seeing guys without shirts on, especially guys like Duman. "Problem, Love?" He said jokingly.

"No, not at all," she said, her eyes wide. He pulled away and held both of her hands.

"Good," he said. "So, what do you want to do?" Roxy had to think for a minute about this one.

"Do you have any movies?"

"Only horror," he said. OF COURSE he would only have horror movies.

"Well, I would usually want to go outside, but we can watch one," she said. She hated horror movies, but what else could they do? They went into his comfy-looking living room; his house was far bigger than most townhouses. With a snap of his fingers, he put a DVD in and made popcorn for her. "Hey, thanks!" She put a few pieces in her mouth. "Want some?" He shook his head.

"No thanks, I'm not that hungry," he said. "Maybe later."

"Ok," she said. They sat on the couch while Texas Chainsaw Massacre started playing. It started halfway through the movie when some woman was wailing in pain after being dismembered while Leather Face was ripping the skin off of her disconnected arm. Roxy screamed and jumped ten feet in the air. Duman giggled at her, she was insanely jumpy today. He stopped the popcorn from hitting the floor and put the bowl on the coffee table. He wrapped his arms around her to try to keep her from shaking, able to hear her palpitating heart.

"Hey, calm down, it's just a movie," he said in a loving voice. She snuggled into him, she REALLY hated horror movies. "If you don't want to watch it, we don't have to."

"N-no, it's ok," she said through chattering teeth.

"You're sure," he asked, raising an eyebrow. She shook her head yes, and he played it from the beginning. He began to untangle her from his arms, but she held on tight.

"No," she said, sounding a bit desperate. "I mean, please don't let go." He laughed at her and put his arm around her shoulder. She curled her legs up, leaned her head on his shoulder and nuzzled into him.

"Don't worry Roxy," he said, placing his head on hers. At any scary part, she squeezed her eyes shut and buried her face in his shirtless chest. He started to stroke her arm, trying to make her feel better. They sat wordless for about twenty minutes when they both fell asleep, still intertwined in each other.

It was 7:00 before the Winx began to get worried about Roxy. It was raining much harder and the full force of the storm hadn't even come yet.

"Do you think she's ok?" Flora asked, a natural worrier.

"Of course, she's probably home," Musa said.

"You know, I've never met that friend of hers," Tecna said. She didn't trust whoever it was.

"Well, you've never met some of my Earth friends," Bloom said. "I'm sure it's no big deal."

"If you say so." They went on with their usual business when a phone call rang through the pet shop.

"This is Love and Pet, my name's Stella. How may I help you?" Stella asked, sitting on the counter with a pen and notepad.

"Hi, Stella. It's Rick, Roxy's dad."

"Oh, hi," she answered as she put her stuff down. "Everything ok?"

"Not really, Roxy isn't home yet and she said she would be back at 4:00. She isn't answering her phone and I'm getting worried. Is she with you all?" Stella looked at the girls with a worried face.

"No, she went to her friend's house, she had a key and everything," she said slowly.

"She never hangs out with anyone but her animals, she hasn't even had a normal friend since kindergarten," he said skeptically. Stella had it on speaker, and Tecna was doing exaggerated "I told you so" motions.

"Well, we'll call her again and get back to you, gotta go, bye," she hung up fast.

"Well look who was right again," Tecna said pointing at herself. "This girl!"

"Ok, ok, you were right, but we have to call her, what if something's wrong?" Musa said. Flora pulled out her cell and dialed the number.

Duman awoke to the annoying sound of a cell phone ringing. The movie was over and was on the main menu screen. He turned it off and began to get up, but Roxy was still asleep on his shoulder, and he didn't have the heart to disturb her. He picked up her phone and answered. He must have gotten a cold from being outside in the rain, his voice was growly.

"Hello?"

"Uh, hi there," Flora sounded startled that a man answered. "I was under the impression that this was Roxy's phone, who exactly am I speaking to?" she said with sass. Duman was surprised that it was the Winx, and he woke up real fast. He made his voice even more different. A simple task, given the power he had.

"Roxy is busy. I'm her friend's father," he lied, knowing what she told her friends.

"Ok, what is her friend's name?" Tecna took the phone and snapped.

"Marissa," he snapped back. "Why do you call?"

"She was expected back home hours ago, we're coming to get her," Tecna snarled.

"Have it your way," he said. He hung up without giving them a chance to reply. "Roxy, wake up," he said softly as he lightly shook her shoulder. She woke up slowly.

"Hey, what time is it?"

"7:00, we fell asleep. Apparently, your dad got worried and had the Winx call you. I pretended to be your friend "Marissa's" father. They're coming over to get you," she went from groggy to wide awake.

"Crap," she said, conjuring a brush and smoothing it through her matted hair. Duman transformed into another man. "Good idea, what if they ask to see Marissa?" He tapped his chin the way he had seen Anagan doing it and snapped his fingers.

"Got it," he said. With a wave of his hand, a puff of smoke appeared in the room. A girl was in the middle, she had curly black hair that went to her mid back, purple eyes and tan skin. She wore a white tank top, jean shorts and black gladiator shoes.

"Whoa," Roxy said, standing in front of her.

"Hey Rox, what's up?" the girl said.

"How did you do that?" she asked Duman.

"It's called magic training. Trust me; I'm sure the Winx can do that, too." They heard a ring at the door and Duman instructed the two girls to go upstairs. He answered the door, still looking way older than he actually was. He himself was only 20, but he looked 45. "Hello?" he growled.

"Hi," Stella said with a hateful look on her face. All of the Winx had their arms crossed and glared at him. He returned the favor by straightening his back, showing his frightening 6'10'' frame. The girls all turned pale. "W-we're her to pick up Roxy," she said, trying to seem unafraid.

"Of course you are," he said. He turned towards the stairs and yelled. "Roxy, Marissa, some girls are here asking for you." They ran down the stairs and towards the door. Roxy acted surprised to see them.

"Oh, hey girls, what are you doing here?" They all stared at her friend, never having seen her before.

"Roxy, your dad has been calling you left and right, why haven't you answered?"

"Oh, Marissa and I went for a walk in the rain, I asked her dad to keep an eye on my phone," she lied, hoping they would believe her.

"But you're not wet," Tecna said harshly. Now, Marissa spoke.

"Well, duh, Roxy dried us off. I thought you were those all-knowing Winx she's been telling me about, but you didn't figure that out?" she said cattily with a flip of her hair. The Winx glared at her, deciding they didn't like her.

"Whatever, how did she dry you off?" Aisha asked.

"She's a fairy. How dumb can you get," she said while laughing.

"Roxy, you told her?" Bloom scolded. Roxy raised an eyebrow at her.

"Well, she IS a fairy, too, after all." The girls' jaws dropped while Marissa had one of those looks that suggested that she was better than them.

"Really?"

"That's right," she said in a singsong voice. "The fairy of wind to be exact, my father and I hail from Atbara. We came to Earth to study the people," she said. The Winx regained their royal composure.

"That's very nice. Now, Roxy, we need to take you home," Musa said.

"Fine," she said disappointedly. She hopped out the door.

"Later, Roxy-Rox," Marissa said. "Come over tomorrow."

"Ok." She waved as Duman closed the door. She knew that he was controlling the girl and her speech, so he was technically the one who invited her over. Roxy smiled knowing it wouldn't be long until they saw each other again.

"Why didn't you tell us who this friend was?" Aisha asked. "We would have understood," they were walking down the street through the wind and rain, not risking sharing their secret with Rick.

"Yeah right," she said, irritated that her dad doesn't trust her. The girls all took that comment like a slap to the face.

"Roxy, how could you say that?" Musa asked.

"What do you mean 'yeah right'?" Stella blocked her path as the others joined her. Roxy just looked at them like they each had three heads.

"Um, duh, you wouldn't get it," she said like it should be obvious. She had no idea they would take it so hard. No one on Earth would have cared.

"Why do you think that?" Flora was halfway between concerned and angered.

"I can't believe it, we have saved your butt a thousand times from those wizards, we taught you how to use your magic that you WOULDN'T know about if it wasn't for us and we've been nothing but nice to you with all these changes going on in your life. HOW could you treat us like this?!" Tecna shouted. Roxy clenched her fists and looked at the ground.

"You just wouldn't understand!" she yelled as she broke through the barrier they made and ran towards her house. The girls watched her form disappear into the fog and regretted getting angry with her. Maybe she really didn't think they would be ok with her having a friend who seemed more like a witch than a fairy. What if she was more understanding of Roxy's situation? They all looked at each other with qualms about how they treated her and began to chase her.

"Roxy, wait!" Bloom yelled. They ran through puddles of mud and rain, up and down hills, in and out of alleyways with the occasional stop to rub their ankles which were blaring from their impromptu workout in heels. Finally, they made it to her house where they saw the long pink hair disappear into the door that closed with a thud. They ran up to the door and knocked, trying to seem like nothing was wrong. Rick answered with a concerned look on his face.

"Do any of you have an explanation of why Roxy just ran in fuming and refusing to talk to me?"

"Well, she was kinda mad that we didn't let her stay with her friend," Stella said. Rick rubbed his forehead, wondering what he was going to do with her. She was so much more defiant since she had met these girls.

"I'll talk to her in the morning, maybe she'll have cooled off by then."

"Ok, we'll get out of your hair," Musa said as they did an about-face and ran back towards the shop. Rick shut the door and sat on the couch, resting his head on his hand and tapping his fingers on his knee.

Roxy had just run into her house, trying to escape her friends. She knew that they only meant to help her, but they could be annoying and people of their dimension were obviously pretty sensitive. Her dad tried to ask her something, but she just rushed past him and up the stairs to her room. She slammed the door behind her and slouched against it. She sunk to the ground and held her face in her hands, crying about her situation. The Winx probably hated her, her dad was probably pissed, and what if those idiot wizards attacked while she was alone, what would she do then?