"Ugh…" When Serena eventually started to open her eyes she found herself in a dingy looking dungeon room. The lack of light or windows told her it must be in the basement of Cloud Tower. Even though she was too tired to get up she could see a set of magical iron bars in front of her, confirming the fact that she was in a small cell. She looked down at herself. Oh well at least she wasn't tied up, maybe the fact that her water star was still in her pocket had meant Baltor hadn't been able to get too close.

"So your name's Serena," Baltor drawled as he entered the room and stopped in front of her cell.

"If you think you can scare me you're gonna have a bad time," Serena said frankly. She was too groggy to attempt to feign any emotion.

"Oh but i don't want to harm you, i only wanted to talk to you face to face!" The wizard feigned hurt. "Well unless your fairy friends don't fulfil their end of the bargain!"

Warning lights flashed in Serena's head. "I'm probably gonna regret asking this but what bargain?"

"You see i'm after a fighter called Sailor Moon and her legendary crystal- rumoured to be the most powerful object in existence! Not to mention she is in possession of certain… other items." He looked away darkly, making Serena smirk at the fact that Mina had already used one of them.

"If she's working for the company of light then Bloom and the others must know her! So i'm willing to make them a deal - Sailor Moon and her Crystal for you!"

"Aagh!" Serena was torn between bursting into laughter or face palming her head onto the hard ground from the sheer stupidity of that sentence. As was she was just left with a look of blank shock that made her seem like she was staring into space.

"I know," Baltor continued, misinterpreting her silence. "I'm afraid the situation doesn't look too good for you in the meantime!"

"I've gotta get out of here!" Serena thought. Then she turned aside so she could give an evil grin. "Ooh how could i forget my best trick?!"

Her lip quivered. "Yo-you mean i can't go home?"

Baltor tossed his head back with a laugh. "Why that's exactly what i mean!"

Serena squeezed her eyes shut readying herself for what needed to be done.

"WAAAAAHAHAAA!"

000

"We're almost there girls!" Bloom announced as the fairies flew on ahead.

"Are you sure you wanna go through with this?" Stella looked less than pleased at the plan.

"I have to speak to the Ancestresses if i'm ever gonna find out what happened to Sparx and my parents!" Bloom replied determinedly.

"So you're not looking for me fairies?" A purple hologram suddenly materialised in front of them of an all too familiar face.

"Baltor!" Bloom stopped in her tracks and clenched her fists. "I am gonna-"

"Save it Bloom. I'm not interested." The wizard's image cut in dryly. "I only want one thing from you, the Silver Imperium Crystal!"

"But we don't have the Crystal!" The fire fairy exclaimed. "It's just a legend!"

"Wrong again, fairies. I know for a fact that it is real and is guarded by Sailor Moon!"

"Huh?" The winx took a step back.

"So that's why she's so powerful!" Layla realised.

"But we don't know anything about Sailor Moon!" Bloom said to Baltor's projection. "And if we did we wouldn't tell you!"

"Not even to save your little friend!? Serena was it?"

"Serena?" Bloom stopped.

"What have you done with her?" Stella exclaimed.

"Oh she's quite safe, for now!" Baltor linked his fingers together. "All you have to do is find Sailor Moon and the Crystal and bring her to me and i'll let Serena go! I'd start looking now if i were you, i don't like to keep waiting!"

000

As soon as he terminated the image Baltor sat back in his chair. "Of course Bloom and her friends would have to know her," He reasoned. "She's already saved them multiple times and she and i haven't exactly been on good terms. It'll save me the extra bother of trying to hunt her down myself!" He winced as he reached for a small tube of magical ointment. Carefully he dipped a cotton bud in the clear mixture and applied it to one of his bleeding ears.

"That brat!" He grit his teeth as his ear slowly began to return back to normal. "She's got to be from the Harmonic Nebula, the realm that's tone deaf!"

000

"Oh man! Ms F trusted us to look after her!" Bloom groaned as the hologram disappeared from view.

"So how are we gonna bust her out?" Musa looked to her leader for ideas. "Baltor's probably put loads of his best defence spells where he's keeping her!"

"I don't know but we'll need a plan!" Bloom got out her Magix cell phone after they had detransformed.

"Hey Sky? It's me Bloom! Can you and the guys meet us outside Alfea?"

000

"So Baltor's captured Serena?" The prince of Erakylon asked, repeating what he and the other Specialists had just heard as the group sat on the edge of the forest outside the pink school.

"Yeah! And unless we find Sailor Moon he won't set her free!" Stella finished. "And i don't think he's after her meatball pigtails!"

"Well knowing Baltor he'd probably renege on the deal anyway!" Tecna frowned, tapping various keys on her phone.

"We can't let Ms Faragonda find out we lost her!" Bloom exclaimed. "We've got to get into Cloud Tower again as soon as possible!"

"Couldn't we just... sneak in and bust her out like how you girls always sneak in there anyway?" Riven remarked. After all it was what the fairies usually did, including the time they had followed Bloom's plan of rushing in there to get a shot at the wizard because Tecna had trapped herself in the Omega portal.

"We don't "just sneak in"!" Musa narrowed her eyes.

Bloom turned to the pinkette next to her. "Tecna have you made any progress on figuring out how to track Sailor Moon?"

Tecna shook her head sadly. "No matter what i try something's always blocking her magic trail!"

"But wait, i'm confused!" Timmy held up a hand. "You girls aren't actually to going to give Baltor Sailor Moon, are you?"

"Of course not!" Bloom exclaimed. "If anything we've got to try and convince her to help us beat him! But we need to at least make him believe that we have her until we get Serena back!"

"Maybe if we can make a fake Sailor Moon we can exchange it for Serena!" Layla suggested. "And we can also get a fake crystal!"

"That's a great idea Layla!" Stella beamed. "You leave that to me!" With a few bursts of yellow energy from her fingers she conjured up a life size figure of the blonde Senshi. However the girl's outfit contrasted immensely to the real fuku, as the normally white boots and gloves were a garish glittery pink as well as the bottom two layers of the skirt. Instead of the golden heart shaped brooch on her chest there was a sideways crescent moon studded with rhinestones and the main body of the dress had been divided into a white bikini top with a yellow sailor collar (instead of blue) and a yellow miniskirt with the two pink layers underneath. It was quite important to note that the skirt was also considerably shorter than its real life counterpart, though the white mask was still securely plastered over the puppet's eyes. As soon as it was fully formed, the mannequin flopped lifelessly onto the ground. The fairies and Specialists stared at it for a moment.

"Stella! Sailor Moon has white boots and gloves, not pink!" Bloom exclaimed, gesturing to the accessories in question.

"But the outfit looks so much better like that!" The Solarian pouted. "Fine i'll change them back!" She snapped her fingers, turning them to their original colour.

"Wait," Brandon had noticed the mask was slightly lopsided and removed it to reveal the almost blank face. "She doesn't have any eyes!"

"Well, i never saw what her eyes looked like!" Stella retorted. "Just as long as she keeps the mask on it should be fine!"

"It'll have to do," Bloom sighed. "Let's just get to Cloud Tower!"

"Poor Serena!" Flora said worriedly. "I can't imagine how scared she must be right now!"

000

"This is such a rubbish kidnapping!" Serena complained, looking around the small space that she had. "There's not even any TV! Most of my other kidnappers had TV! If only Valtor had just cleared off without leaving back up i could just bust out! But..." She looked outside her bars with a grimace.

Icy was standing outside the cell. But she was wearing a completely different outfit from the suit Serena had always seen her wear. All she was wearing was a navy bikini with matching boots and bracelets. An almost see through blue scarf was wrapped around her waist in a feeble attempt to cover up what already left very little to the imagination, it matched the sky coloured eye shadow that looked like it had been thrown across both sides of her face with a thick paintbrush.

However, despite its sleazy appearance (the Winx wore stuff just as revealing) the outfit was not what disconcerted Serena. That honour belonged to the girl's crimson eyes that were currently staring straight at the wall in front of the witch as she stood there like she had been programmed to do so. At least she wasn't doing anything, for now, unlike when Baltor had summoned her.

A few minutes ago

"Aagh!" Baltor was crouching at the far end of the dungeon with his gloved hands clamped tightly over his ears while Serena wailed at the top of her voice.

"WAAAAA! I WANNA GO HOMEEEEE! SOMEBODY HELP MEEEEE!" She screeched, two waterfalls spouting from her eyes for believability.

Baltor was inwardly cursing for not giving himself time to react quicker and cast a silencing spell while he had the chance. But that wretched girl had caught him off guard.

"I'M LEAVING!" He shouted above the noise. "I can't take this awful noise any longer!" Then he allowed himself to grin. "But don't worry, i'll make sure you won't be on your own! ICY!" He commanded, making Serena stop in her tracks.

Instantly the white haired witch appeared in a blur of blue lines, wearing what appeared to be the witch version of Enchantix. Serena's eyes widened at the crazed expression on her face.

"Stay here and guard Serena, you are not to do otherwise unless i say so!" Baltor instructed her firmly.

"Icy"'s mouth shot upward into a smile that made Serena think of the Joker if he had tried illegal substances. "Yes 'master'". She said it in a perfectly normal tone but there appeared to be a lower, almost metallic tinge to her voice that did not go unnoticed by Serena. It also seemed slightly mocking but if it was Baltor did not sense it.

"Good. Well i'll be out of here," With that he promptly teleported away where he would be safe from Serena's vocal cords.

As soon as he was gone Serena gave a small sigh.

"YOU HEAR THAT BRAT?!"

"AAH!" Serena jumped as Icy seemed to twist around 180 degrees with a psychotic glare, her crimson irises seemed to burn from the inside.

"Eep!" Serena dove into a corner of her cell with her back to the barred door so she wouldn't have to look at the horror outside.

A few minutes later

"Now how am i supposed to get out of here?" The Moon Princess thought. "What options have i got…"

possible plan

Serena jumps up and points at Icy through the bars of her cell and shouts at the top of her voice.

Serena: WITCH! SHE'S A WITCH!

A crowd of stuart witch finders hurry into the room chanting "witch! witch! witch! witch!" They carry Icy offscreen. Serena opens her cell door and walks away.

end of possible plan

"Nah, how would i know that would work?" She sighed with a shake of her head. She turned back to Icy who was still standing rigidly outside the cell.

"Jeez she looks like one of those creepy Freddy Fazbear animatronics!" Serena shuddered. How had this once defiant and fearless witch become such a soulless shell? She didn't like to think about what the chaos inside her had done, or even what Baltor had done. She had promised Darcy and Stormy that she would get their sister back, but for now she had to work out a way out of here if she and the girls were ever going to get rid of Baltor.

She looked to the brick wall behind her. "Figures there wouldn't be any windows," She sighed. "That means i gotta bust those bars!" She conjured a small orb of white energy and threw it at the metal strips. The magic bounced straight off the surface and slammed straight into the wall as she dodged out the way.

"So this must be some of that dark magic they keep talking about!" She muttered. Clearly it was going to take more than the simple spells she had learnt to break this barrier.

"Hold on," She edged into the corner of the cell where Icy couldn't see and pulled out her brooch. She flipped it open to reveal the Silver Crystal.

"I hold in my hands the most powerful object in the Cosmos!" She thought, feeling its soothing aura strengthen her own as she closed her eyes. "This amount of light should be a match for any form of darkness!"

Sitting cross legged on the floor with the Crystal in the palm of her hands she focused her energy and began to channel a stream of Silver magic around her. With her eyes still shut she focused the stream at the cell bars. Sure enough the dark magic barrier and even the metal itself began to melt away leaving a nice clear space to stroll out.

Serena slowly opened her eyes to form a happy smile. It actually worked! Not thinking about the new sensation of metal on both her wrists she got up and ran to the entrance before walking out of the confined space. Upon looking to one side she cringed at the sight of Icy on her knees with her hands clamped tightly over her eyes and shaking uncontrollably.

"No," She was moaning almost inaudibly. "Y-you can't,"

"Icy?" She tentatively reached out a hand. However she jumped back startled as Icy instantly snapped up, giving a Serena a good look at her now crimson irises.

"How did you get out?!" she snapped in a voice that sounded slightly metallic. "You'll pay for defying me fairy!"

Serena frowned. "I highly doubt that Icy, or should i say Chaos? Either way i've had enemies way more threatening than you and i'm going to stop whatever twisted plan you've got going on!"

"You think you can stop me?! I am Belladonna, the oldest of the three ancestresses!" Icy/Chaos proclaimed. "What can you, a weak little fairy do against my infinite powers?!"

"I can't transform in front of her!" Serena thought in a panic. "Huh?" She had only now realised her new accessories as one of her sleeves fell back to reveal a silver Galactic bracelet.

"They must've appeared when i used the crystal!" She thought with a grin. "Then they should boost my powers when i'm not transformed!"

"I'm sorry Icy," Serena looked away. "But if i'm going to keep my promise," She shot a stream of positive silver energy from one hand that hit Icy/Belladonna in the chest and knocked her to the floor. Serena hastily pulled her sleeves back over her bracelets before taking one last look at the unconscious witch. If she wanted to save her then she was going to have to make her escape now.

"What are you doing out of your cell?!"

"Huh?" She whirled her head around in shock to see Baltor standing there with a look of raged surprise.

"You stay back!" Serena quickly whipped put her water star and flashed it in front of Baltor, making him stumble a few feet back and fall against the wall. Taking full use of the few moments where he was down she ran out of the room as fast as she could. Once she had legged it up a few stairs she quickly activated her teleport.

"Please come quickly girls!" She begged silently.

000

Ami was sitting on her bed flicking through the channels of German television with the lamp on her desk as the only source of light in the room. She'd finished all her coursework early but for some reason she felt on edge and was trying to find a way to distract herself.

"Huh?" The water star on her desk was glowing a bright gold, filling the dimly lit room with light.

Cautiously she picked it up to find that it did not burn her, on the contrary it felt pleasantly cool against the palm of her hand. But she knew the signal. Flipping open her teleport she pressed the button.

000

"Where should these go?" Stormy asked as she carefully controlled a small tornado filled with autumn leaves.

"In the pile to your right," Raye called as she raked the leaves by her feet.

Stormy nodded and guided the tornado to the third pile of leaves and carefully set them down on the top.

"Great job!" Raye beamed. "That should do it for today!"

"I can't believe Stormy already has more control!" Darcy gave a small laugh from her chair on the porch. A thick blanket was tucked around her lap. "Huh?" She turned to the small table next to her where Raye had put the water star.

"Raye! Come quickly!" She called.

"What is it?" Raye came hurrying up with Stormy following closely.

"The water star! It's glowing!" Darcy pointed to the object.

Raye quickly turned to the two witches. "I'm gonna have to go now," She said seriously. "Darcy you're in charge-"

"What?! No fair she's an invalid!" Stormy complained.

"-Tell Grandpa and Chad i've got to visit the girls, hopefully they won't ask when i'll be back," Raye continued as if Stormy hadn't spoken as she pulled back her sleeve to open her teleport.

"Raye," Darcy began quietly as the raven haired miko began pressing her coordinates. "Be careful."

Raye turned to them with a smile. "Don't worry about me! It's Baltor who should be worried! I'll come back soon."

And with that her teleport activated, making her disappear in a matter of shimmering seconds.

000

Having finally snatched a moment to herself Lita was quietly watering the many potted plants in her apartment while some catchy K-POP songs aired on the radio. She smiled softly as she carefully sprinkled water into the nearest pot containing some small white cyclamens. One day she'd own a huge flower shop that would be filled with every kind of beautiful and exotic vegetation. And she'd be able to make bouquets for all sorts of celebrations from birthdays to weddings.

Giving her pink watering can a shake she frowned at how light it felt. However as she went over to the tap to refill it something caught her eye.

"Huh?" She placed the watering can on the ground and picked up her golden star from its bowl.

"Guess i'd better get going!" She exclaimed, turning of her radio with a quick zap of electricity from her index finger before reaching for her communicator.

000

Somewhere in America Mina was sitting at her laptop with Marik playing an online duel against the computer who was using a windup deck.

"Hmm," She looked at the cards in her hand on the screen. "Oma a mystical shine ball! Can't use it though- i need something stronger!"

"Use the one on the right," Marik whispered in her ear.

"That one?" Mina made a face as she looked at the Agent of Mystery- Earth. "But it doesn't have nearly enough attack points! If i can't get master Hyperion out soon i'll get creamed!"

"But your magi card Sanctuary in the Sky is already face down on the field." Marik told her. "If you play it then summon Agent of Mystery Earth then you can add Master Hyperion to your hand!"

"Ok i summon Agent of- huh?" The sudden flash of gold from behind caught their attention and they turned around to see a golden aura around Mina's chest of drawers.

Cautiously Mina crept over to it and pulled it open to reveal her water star that she had hidden among her socks.

"The signal," She whispered before turning back to Marik. "I gotta go," She said, turning away to grab her handbag so that she could shove in her transformation stick and her disguise scrunchie.

"I loaded the mini fridge with snacks and you can use any of my video games if you get bored. If i do have to stay overnight please tape the next episode of Legend of Korra so i can watch it when i get back, but hopefully i shouldn't take too long…"

"Wait," He touched her shoulder, making her stop in her tracks to look up at him and see that he was holding her communicator. "You're going to fight that wizard again aren't you?"

"Yeah, pretty much," Mina gave a small laugh as she took the device and strapped it to her wrist. "But this time all the girls will be there! And you saw how i took him down last time! It'll totally be a breeze!"

She was taken aback as he quickly hugged her. "Please come back soon," He whispered.

"Of course," Mina replied, returning the gesture. She was prepared to delay her journey a little if this was to be her payoff.

"Here's something for extra power," Before she could say anything he kissed her on the cheek.

"Uwaaa!" She became flustered as her face flushed red as her ribbon. She tried pouting but couldn't get her facial features to cooperate. He hadn't really discovered her feelings, had he?

"And to remind you to come back," He smirked.

"Would i really do otherwise?" She gave a big smile despite her face still being bright red. "Way to go Mina chan, He knows!" The little voice in her head shouted at her as her teleport finally kicked in.

000

"What's taking them so long?" Riven complained as the Specialists stood by their hover bikes in a clearing in the forest.

"You need to chill out, the girls know what they're doing!" Brandon replied.

"I know, but something just doesn't feel right, you know?" The pink haired specialist gave a small shiver as he folded his arms. Indeed the weather at that moment was rather foggy, lacing the air around them with a fine silver mist.

"It's probably nothing," Sky said dismissively. He turned to the only wizard in their group, who was inspecting his golden staff. "Ophir, do you think you can do something about this fog?"

"I can try but i don't think it'll make much of a difference!" Ophir shrugged apologetically.

"I rather like it!" Helia had got out his sketchbook and was making a few pencilled drawings of the wavy images the mists gave to his mind.

"Of course you wo- wait what's that?" Riven was startled by a sudden movement above them. The others had sensed it too and immediately leapt to their feet.

"Did you guys hear that?" Timmy asked nervously, holding his weapon out in front of him.

CAW! Suddenly a huge mutant raven monster swooped out of the clouds and dived straight for them! It had sprung out of nowhere so fast they barely had time to react.

Zoom! A crimson rose shot straight from the shadows and stopped the monster right in its tracks.

"Huh?" They turned around to see a tall sophisticated young man in a tuxedo and Top Hat walk out of the mists, holding a fistful of roses.

"Excuse me, i was wondering if you could give me some directions?" He asked in a polite yet cool manner.

"D-did you just throw roses?" Sky looked at the man in disbelief.

"Get with the times dude!" Brandon exclaimed with a laugh. This earned him a scratch to the face as a rose was swiftly slung in his direction.

"No one mocks my weapon choice." Tuxedo Mask said coldly. "Now would you gentlemen be so kind as to point me in the direction of the Cloud Tower castle?"

"Yes sir," They answered nervously.

000

"We're here Baltor! And we've brought Sailor Moon!" Bloom announced loud and clear as she and the Winx arrived at the edge of the forest with the life size puppet of the Senshi.

"Bloom! Girls! Wait up!" They turned around to see the specialists running towards them.

"Sky? What's going on?" Bloom asked, confused.

"We saw this strange guy," Sky began but was interrupted by the sound of loud screams and flashes of magical light.

"That sounds like Serena!" Flora exclaimed as everyone ran over to where the commotion was coming from.

When they got there they found that Baltor had trapped Serena in a dark force field barrier and that the blonde was on her hands and knees to avoid the blasts of wind swirling around her. "Rookie spell," No one heard her whisper.

"Baltor let her go!" Bloom was horrified.

Baltor's eyes flashed. "I'll release her if Sailor Moon shows up! Now where is she fairies?"

"Right here!" Stella pushed forward the puppet. Baltor raised an eyebrow.

"You honestly expect me to believe that? You couldn't even get the skirt colour right!"

"Well... she had a makeover!" Stella pouted.

"Come on out Sailor Moon! I know you're out there!" Baltor called. Serena grit her teeth. She didn't know how much more of this she could take.

"Damn right she is, and so are we!"

"Huh?" Serena's face broke into a big smile at the sound of a familiar voice. Sure enough, not one, but five people appeared from their various hiding places.

"So this is the guy who thinks he's so tough!" Sailor Jupiter exclaimed as she jumped out from behind a tree and struck a pose. "On behalf of Jupiter i'd be glad to take him down a peg or two!"

"The wisdom of Mercury is no match for your stolen goods!" Sailor Mercury wagged a finger sternly.

"If you've hurt our BFF you're gonna have a bad time!" Venus glared. "In the name of Venus i'll kick your butt again!"

"Haha classic V!" Serena shook her head with a smile. It was typical of her blonde friend not to forget the 'again'.

"And i'm Tuxedo Mask!" Tuxedo Mask leapt down from one of the tower's turrets and landed gracefully on his feet, his cape fling out behind him. "And you are no gentleman! How dare you kidnap my girlfriend!" He brandished his cane.

"That's the guy!" Brandon whispered loudly.

"But you still need to meet our leader! Come on Serena! Do it now!" Mars urged.

"Serena?" The winx turned around to see her standing up right in the middle of the force field, her pigtails whipping out behind her in the howling wind enclosed in the small space.

"You idiot…" The winx whirled around in surprise as Serena touched her brooch with a snarl. "You can't kill me to get Sailor Moon, because I AM SAILOR MOON! MOON ETERNAL POWER!"