They might have been weeks into the new season and yet winter clung on desperately, finding Bloom all alone at the lake one day. The sky was grey and lifeless, cluttered with heavy looking clouds that dared anyone to step under them and tempt their fate. Still, Bloom hadn't been perturbed by the likelihood of getting rained on and had trudged down to the lake regardless, needing to escape the dorm for a little while.

But when she'd toed off her sneakers and stepped into the shallows, grainy lake silt shifting between her toes and water wetting the cuffs of her jeans, she'd been disconcerted to find the lake water as lifeless as the sky above her. Ever since the first time she'd sought out her sister in the lake, she'd become accustomed to wading into its water and feeling her presence immediately. But this time… this time there was nothing…

So Bloom had sat down right there in the water, uncaring that her jeans were getting soaked and only distantly thankful that she'd thought to leave her phone in the dorm. She dragged her hands through the water over and over, waiting and hoping that Daphne would suddenly appear. Even if her sister couldn't embrace her, her presence alone would surely make her feel better.

But she wasn't coming. Bloom was all alone.

"I had another dream last night," Bloom whispered, finally pulling her hands out of the water and wrapping them around her knees instead. She tried to imagine that somewhere, wherever she was, Daphne was listening.

The dream had been horrible, filled again with that figure who was both her and not her all that once, with that messy red hair, those soot-stained hands, and those horrible, horrible eyes. In the dream she'd been watching the figure stand in the darkness of her dorm room, glowing golden eyes staring down at Flora's defenceless form as she slept in her bed. The figure hadn't made a move to harm her friend and yet Bloom had been plagued by the feeling that she might at any moment. But it didn't matter how much she tried to move, to go to the figure and rip them away from her friend, she couldn't make herself move. And then finally after what felt like hours frozen watching the figure, she'd finally woken up.

Only to find that she was the one standing over Flora's bed.

In that moment she'd been so terrified, made worse by the quiet giggle she swore she heard in her ear, that she practically flew across the room back to her own bed, where she forced herself to stay awake for the rest of the night, terrified of what might happen, what she might do if she fell back asleep.

In the lake, Bloom closed her eyes as a tear slipped out, and laid her cheek on her knees pulled to her chest.

"I don't know what's happening to me," she whispered, more tears falling. "I'm so tired, but I'm scared to go to sleep. Avalon said that strange dreams are normal, but I don't know how much longer I can go on like this."

Finally, Bloom swore she could feel the slightest of stirrings in the water, a sudden and fierce ripple coming from the centre of the lake and she lifted her head hopefully. But nothing emerged, not Daphne nor anyone else. And after a long time she wiped her face, stood, and finally went back inside.


Faragonda stood with her hands folded behind her back, gazing down at the lake with a troubled expression on her face. From the angle of her office, she couldn't quite see Bloom, and yet the red headed fairy occupied much of her thoughts.

"Sometimes," she said softly, mostly to herself. "To overcome darkness, one must first pass through it and get to know it."

A low chuckle sounded from the corner of the room where one easily could have mistaken the darkness gathered there to be growing shadows from the sun crossing the sky. Instead they melted away as a figure stepped out of them and approached Faragonda's desk.

"Is that why fairies will be taking classes at my school next week?"

Faragonda didn't so much as blink at Griffin's sudden appearance, a small smile even unfurling across her face even though her back was still turned to the witch. "I was wondering when you'd stop lurking in the shadows."

Faragonda turned around just in time to catch Griffin's scowl. "I was too busy thinking about this little exchange program you arranged, without so much as asking me, might I add."

Faragonda smiled with infuriating patience and Griffin let out a loud harrumph. "Your first instinct would have been to say no if I had asked."

"Of course, it would-"

"But," Faragonda interrupted gently. "I did offer Mirta a semester's exchange when you requested so I believe a mere week in return is more than fair."

Griffin stalked forward, somewhere between incensed and intrigued by Faragonda's slightly raised eyebrow, until she loomed over the fairy. But rather than being intimidated by Griffin's stature, her fellow headmistress seemed amused by it, tilting her head back while her smile widened.

"Not keeping score are we, Luci?"

"Not at all," Faragonda returned, eyes sparkling. "But I'm not against calling in a favour when it benefits me."

They maintained eye contact for a long, long moment, before Faragonda's smile morphed into something of a smirk and she turned away to retake her seat at her desk.

"I suppose I don't have much choice then," Griffin huffed, turning in a whirl of her dark robes to stalk towards the door. "Make sure your girls aren't late on Monday morning."

"They'll be prompt," Faragonda assured her, eyes already dropping to the paperwork waiting for her on her desk as Griffin reached for the door handle. "Xantha," she said after a moment's thought and the witch paused, not quite turning back. "Dinner tonight?"

Neither of them looked at one another as there was a beat of silence, then another, then-

"Our spot, eight o'clock."

And neither fairy nor witch looked at one another, although they were both smiling, as the latter turned the handle and swept from the office. Faragonda's smile broadened as she leant further over her paperwork, ignoring the slight warmth in her cheeks that reminded her of being a young fairy at Alfea.

She had sent a message to Bloom's dorm the night before requesting that they all come to her office and she was not forced to wait long for the knock to sound at her door. Even more fortunate, the recipient of the second message she'd sent arrived only a minute later, and there was a burst of happy noise as the fairies reunited with Mirta, who they'd barely seen since the witch's exchange semester at Alfea had ended.

"What are you doing here?" Flora asked, finally releasing Mirta from the hug she'd bestowed upon her.

"Headmistress Faragonda asked me to come," Mirta said, a happy bemusement on her face as she gestured expectantly to Faragonda.

"Yes, I was hoping Mirta would consent to being your guide at Cloud Tower for this week."

The girls all exchanged glances, no doubt wondering why that would be necessary.

"Why-" Stella began.

"I've decided to send you to Cloud Tower for a week's exchange," Faragonda explained patiently, calm despite the explosion she was expecting from her students.

She wasn't disappointed.

"What?!" Bloom asked loudly.

"Are you kidding me?" Stella demanded.

"You'd better be kidding," Musa added.

"What could possibly be gained from this, Headmistress?" Tecna wanted to know, while Flora merely looked contemplative and Layla was frowning.

Faragonda held her hands up for calm and even though they were all frowning now, the girls reluctantly obeyed, their grumbling fading away. Mirta bit her lip, but looked curious as she glanced between them and Faragonda.

"Exchange between the three schools used to be a compulsory part of the curriculum," she said. "It's a part that has unfortunately lapsed but one who's importance I have never doubted. As future Guardian Fairies it's of increasing importance to understand as many fellow magic users as best you can, now more than ever."

"Witch magic is pretty misunderstood," Mirta said tentatively.

"Mirta is right. Witch magic is criticised because it is strengthened by negative emotions but that should be no different than fairy magic being fueled by positive emotions or wizards using gemstones to channel their magic. Magic should be judged on how it is used rather than how it is fueled."

The girls sighed and shifted a little, reluctantly seeing Faragonda's point.

"This is why you'll all be benefited in some way by an exchange week. And besides," Faragonda added with a pleasant smile. "It's non-negotiable. Headmistress Griffin will be expecting you bright and early Monday morning."

The girls groaned a little but nodded as they said together, "Yes, Headmistress."

"Enjoy the rest of your weekend, girls," she said, a clear dismissal, and the girls headed for the door.

"A whole week in that haunted house," Stella complained to her friends in what Faragonda was sure she thought was a whisper.

"Don't worry, Stella," Mirta said comfortingly as they left the office. Just before the door clicked shut, Faragonda heard, "It'll be great, you'll see."

Faragonda smiled once more, shaking her head a little. She was sure Stella wouldn't be the only fairy who would resist the week at Cloud Tower right up until the last day, but regardless she hoped they came back with a renewed sense of unity. There was much to be learned from the witches, that part hadn't been a lie, but sometimes having a common enemy could help seal cracks before they drifted too far apart.


Bloom wasn't sure how Cloud Tower managed to look so dim and gloomy despite the beautiful spring day. Befitting its name, clouds clung to the spindly spires, blocking out the sun as she and her friends walked up to the wide double door entrance of the school. One door was cracked open already where Mirta had stepped out to wait for them and she waved excitedly as she hurried down the path to greet them. Behind her, another witch, Lucy, Bloom realised, shoved away from where she'd been leaning against the doorway and followed at a slower pace.

"You're here," Mirta said with a big smile. "I promise it's not going to be as bad as you think it's going to be."

"Why would they think it's going to be bad?" Lucy asked, a hint of a sneer on her face as she shoved her hands into her leather jacket. "Witches and fairies in the same school, what could go wrong, right?"

Although Lucy had fought alongside both Stella and Flora in the battle against the Army of Decay the year before, there was no familiarity nor friendliness on Lucy's face as her eyes flicked over the group.

Mirta ignored the coldness in the other witch's voice and gestured to her. "Do you guys know my girlfriend, Lucy?"

"We've met," was Stella's own cold reply, already sizing Lucy up.

The witch bared her teeth at her in retaliation.

Once again ignoring their antics, Mirta quickly introduced Lucy to the rest of the girls with only Flora offering up any kind of enthusiasm in return. Bloom managed a half-hearted wave, while Musa, Layla, and Tecna just stared at her, stony-faced.

The only person who looked truly excited about the situation, however, was Zing. While the other pixies had elected to stay at Alfea, bonds with their fairies only going so far apparently, Zing had practically leaped at the chance to check out the infamous witch school.

"I love your style," Zing exclaimed, zipping forward so she could circle Lucy a few times.

Between blinks the pixie's short dark hair grew and changed colour to resemble Lucy's own green mane, and a miniature version of the witch's leather jacket appeared, and quickly the only difference between the two, besides their size, was that Zing was standing on a tiny, levitating broomstick.

Lucy squinted at her. "What are you?"

Zing cocked her head. "A pixie. The Pixie of Disguises to be specific." She planted her hands on her hips. "What do you think?"

There was a pause, then, "Witches don't ride on broomsticks; that's only in the movies." Then she turned without another word and stalked back into the school. Mirta shrugged a tad apologetically and gestured for them to follow.

"Are you okay, Zing?" Layla asked the pixie as they passed for the pixie was still staring blankly after Lucy.

Zing turned to Layla with big eyes. "I love her," she whispered and zipped into the school, Layla chuckling and following at a slower pace.

While Lucy stalked ahead, Mirta was patient as the fairies entered the castle tentatively, peering around and trying not to wrinkle their nose at the gloomy surroundings. Except for Layla, they'd all visited the school for witches before, but this time they were entering with actual permission, and the knowledge that this was to be their home for the next week was causing them to look around with fresh eyes.

"Do remind me to leave the name of my decorator," Stella drawled, casting a judgmental eye over the dark metal, faded wallpaper, and cobwebs left to run rampant that comprised Cloud Tower's aesthetics. "She'll teach you all the wonders of proper lighting." Clearly, the Princess of the Shining Sun, didn't approve of the small gas lamps that did little to illuminate the school's interior.

"Stella," Flora chided gently, carefully avoiding a spiderweb stretching across the hallway. She looked to Bloom for back-up but found no support as the redhead seemed distracted. "There's no need to be mean," she said finally.

"It's not mean if it's the truth, darling."

Lucy had stopped up ahead and was glaring daggers at Stella. "I'd be careful about that smart mouth if I were you."

Stella rolled her eyes but Musa took a step closer, hands balling into fists. "Is that a threat?"

Lucy's lips curled into a sneer. "Think of it as a friendly warning. Not everyone will take so kindly to your friend's… comments."

"My friend can say anything she wants," Musa shot right back.

"Come on, guys," Flora sighed, while Mirta looked worriedly between her girlfriend and the others. "We all fought together last year, surely we can get along for one week."

"Maybe if she learns to shut her mouth."

"Maybe you should learn to shut yours," Layla snapped.

"Typical fairy always ganging up on people-"

"Oh, you're one to talk, witches always-"

"Guys, come on-"

"Lucy, please-"

"This isn't productive-"

"Screw productive, she's being a bitch-"

"Hey, that's not necessary-"

"So self-righteous-"

"So proud-"

A smooth voice cut through the babble of voices, ending the argument that even Mirta and Flora had been drawn into.

"Well, well, squabbling already?"

Two teachers stalked towards them, appearing out of the gloom of the hallway, and the girls fell silent at the sight of Griffin's deputies, Ediltrude and Zarathustra. Even Lucy seemed cowed slightly by the sight of them.

"Your Headmistress will be so disappointed," the taller of the two, Ediltrude, crooned. "She was sure that you would be receptive to our teachings."

"Just a small disagreement, Professors," Flora said carefully. She didn't want Faragonda to hear that they'd gotten into a fight their very first morning at Cloud Tower. "We're looking forward to learning what we can from you all." She ignored the cold looks on her friend's faces that directly contradicted her words.

Zarathustra didn't seem convinced by Flora's honeyed words as she said, "Come, we'll show you to your dorm for the week."

She led them to a winding spiral staircase and started up it, leading Ediltrude to herd them from the back. Despite their affection for Mirta, it felt wrong to have a witch at their undefended backs, and the fairies couldn't help but keep twisting around to look at Ediltrude, something that had her dark red lips curling up in a smile.

"A word of warning, little fairies," she purred as they neared the top. "I'd be careful where you wander."

Bloom scowled. "Thanks for the advice but we're not scared of witches."

Flora nudged her in the ribs in warning; no matter their feelings about the inhabitants of Cloud Tower, they would be wise to afford Ediltrude the respect she earned as a teacher of the school. But the professor seemed amused by her snark.

"Actually," Zarathustra said from the front as they reached a small landing and they filed out onto it. "She was talking about Cloud Tower itself."

"It has a mind, and a heart, of its own."

The group paused, Lucy's expression dark as she leaned against a wall, Mirta's carefully blank, while the fairies just glanced between the two teachers on either side of them, wondering if they were joking. There were no lamps on the landing and both teacher's eyes gleamed in the dark.

"Come," Zarathustra said after a near imperceptible pause. "Your dorm's just here."

They walked down a marginally brighter hallway and Bloom felt her mood darken as she recognised the ugly wallpaper. Her mood had been bleak since arriving at Cloud Tower, disliking the way the shadows seemed to reach for her with lingering fingers but she felt herself slip deeper as she struggled to place why this hallway in particular was so familiar to her.

"Welcome home," Zarathustra drawled, twisting the handle of a dark wood door, identical to the others in the hall. She threw the door open and gestured for the fairies to enter first. Lucy smirked and leaned against the wall to watch.

Stella rolled her eyes at their antics and stalked inside, shuddering theatrically at the dusty dorm room waiting for them. Flora tried for a grateful smile as she followed, while Tecna peered around with some interest. Musa and Layla both just scowled as they stomped in after them. Soon only Bloom remained, making it only as far as the doorway before she refused to go any further.

"This is the Trix's dorm," Bloom said flatly.

Nothing of the Trix remained in the room, and she was sure most if not all of the dorms had the exact same split-level layout with mezzanine balcony and yet Bloom was sure.

Even more sure when she beheld the cruel smiles on each of Lucy, Ediltrude, and Zarathustra's faces.

Recognition bloomed on Mirta's face, followed by angry indignation. "Professors-" she began furiously.

"Was," Zarathustra said carelessly. "It was their dorm, yes."

"We're not staying here."

Bloom's friends looked at her but she didn't care. Her face felt cold and set, as if it had been hewn from granite, and she was sure the blood had drained from it.

"There isn't another empty dorm room available," Ediltrude said with a lazy shrug. "So unless you'd like to sleep in the dungeons…"

"This is fine," Stella cut in, worried eyes on Bloom.

"Thank you," Flora added.

"Your first class starts in fifteen minutes, tardiness won't be tolerated."

Without another word, the two professors swept away, Lucy trailing after them while Mirta watched her go with wounded eyes.

"I'm sorry," she said, finally dragging her gaze back to them. "I had no idea this is where they were planning…"

Her voice trailed off as they all watched Bloom slowly enter the dorm room. She barely noticed the attention. It was just a room, just stone and wood and fabric and yet she could have sworn evil seeped from the place. For nearly four years this was where the Trix had lived, had studied, and laughed, and laid their heads, and schemed to steal her power. Darkness twisted inside of her-

She threw her bag onto the nearest bed, the force of her throw knocking the headboard into the wall, and the others flinched. Not that she noticed.

"Well, this is rather macabre," Tecna said in an attempt to break the tense silence.

"It's fucked," Bloom said, shaking her head.

She could feel them in here, feel their darkness, as if it had infected the place.

"It's just for a week," Flora said soothingly. She made an aborted movement like she wanted to reach out and touch Bloom's shoulder but thought better of it.

"Yeah," Musa said bracingly. Her own anger towards the witches had faded somewhat in the face of her friend's agitation. "Only a week, B."

"We'd better get to class," Mirta said tentatively, and only then did Bloom seem to come back to herself a little, nodding and going to her bag to retrieve her notebook.

The others exchanged a long glance before doing the same.


At Alfea, Faragonda didn't teach classes; her second-in-command, Griselda, herself only taught select senior courses. But when the girls walked into their first class of the day, held in a grand lecture hall, it was to find Headmistress Griffin leaning against the teacher's desk at the front, no other professor in sight. The headmistress watched them with a carefully blank expression as they picked their way down the stairs, looking for a row with enough spare seats for all of them.

"Does Griffin teach a lot?" Bloom asked Mirta, ignoring the whispering of the other students who were watching them closely.

Mirta lifted one shoulder in a shrug. "Sometimes, sort of whenever she feels like it, I guess."

"I'm sure you've all noticed that we have some guests with us today," Griffin drawled when everyone was seated. "They'll be attending classes at Cloud Tower for the rest of the week. I'm sure you'll make them all feel very… welcome."

A low tittering went around the hall, something that Griffin didn't bother to address before launching into her lecture.

"As all of you will know, a witch's magic comes from negative energy that is conjured by tapping into one's own dark emotions, such as anger, frustration, or sadness."

"This is so fucked," Musa said under her breath, slouching in her seat.

"There's enough negative energy in here to power a whole planet of witches," Layla muttered back, making Musa laugh until Tecna shushed her.

She was paying careful attention to the lecture, but even more surprising was that on her other side Bloom was doing the exact same thing, seeming to hang on every word that Griffin said.

"Given our guests, it's a good chance for us to go back to some of the basics and make sure we know them perfectly. We'll start with a beginner exercise: conjuring a simple orb of dark energy. Simply hold your hands out in front of you and think of a time when you were angry or upset and allow the magic to form an orb."

With a quiet shuffle of movement, the class obediently stood in their places and held out their hands to summon their magic. The fairies quickly found that it was harder than they'd thought it would be; although their magic was at times triggered by fear or anger, they had grown used to drawing on emotions of love, protectiveness, and belief in themselves. It was harder than they thought to turn away from that.

Griffin moved through the class, offering criticisms and suggestions and the occasional word of praise.

"Remember ladies, this might be a simple exercise but you can still lose control, stay focused."

One witch, who was too busy laughing with her friend to heed the Headmistress' warning, didn't seem to notice as her orb gave an unpredictable shudder before spontaneously exploding, setting her hair alight. She screamed and nearly toppled into the next row, not calming down until her friend conjured a stream of water to douse her with. The rest of the class cackled with laughter at the spectacle, surprisingly reminding the fairies of their own classes at Alfea where any mistake was liable to draw similar laughter from classmates.

Griffin didn't even pause as she moved from student to student.

"Pretty good here. Not dark enough. Concentrate, now."

Finally, she arrived at the fairies' row, arching an eyebrow in surprise at Musa's deep scarlet orb of magic.

"Yours is particularly strong for a fairy. What emotion are you using?"

"Dislike," Musa said, a faint smile on her face.

"Dislike for…?"

"Witches."

Surprised amusement flickered across Griffin's face before she carefully schooled her expression back to one of blankness. "Very clever," she drawled, and moved on. "Remember," she continued to lecture as she moved along the row. "The secret to powerful witchcraft is to embrace dark emotions."

She paused before Stella who had unabashedly summoned a ball of pure golden light.

"Are you concentrating on a negative emotion?"

"Yes. The only problem is I'm using my dislike of darkness and I guess this is my magic's response." She shrugged, not looking at all embarrassed about having failed the exercise.

"You realise that I will be grading your efforts here and Alfea will keep those on your permanent record?"

"Have you seen my record? You can't grade me any worse."

Griffin rolled her eyes and moved on, approaching the end of the row. She stopped short however when she laid eyes on Bloom's orb, a cold feeling sweeping through her at the nearly black magic that was swirling between the fairy's hands. It was unlike any other magic in the room, all the other orbs still contained a trace of colour, no matter how dark they were. Bloom lifted her gaze from her orb to meet Griffin's eyes, a silent question passing between them.

"Huh," Griffin said quietly, contemplatively, before moving on without further comment.


In another, unused, part of the castle, the Trix had sneaked their way through the protective enchantments around the school and were holed up in an abandoned potions lab, trying to figure out a game plan. Stormy stalked from corner to corner, picking up dusty vials of strange liquids and lobbing them against the wall, taking satisfaction in the explosions of glass and splatters of bright colours.

"Will you calm down?" Darcy asked, her feet propped up on one of the desks.

"Calm down?" Stormy shot back, baring her teeth at her coven-sister. "We find out that they're letting fairies take classes here and you want me to calm down?" To emphasise her feelings she struck the teachers desk with a sudden bolt of lighting, carving it in two and setting the pieces alight.

Darcy lifted her shoulders in an elegant shrug and casually aimed a stream of water at the fire before it got out of control. "We're here for the codex, who cares about anything else?"

Stormy shook her head in disgust, curls swinging wildly, and picked up a jar of beetle eyes, throwing it with feeling against a shelf of even more jars.

"They're here, on our turf. They're all here. Musa's here," she hissed the last part as if that were the biggest insult of them all.

"Enough," Icy barked. "You're both right. The codex is our priority, but we can't let this insult go either."

"So, what's the plan then?" Darcy wanted to know.

"The plan-" Icy said, leaning forward, a dangerous glint in her eyes. "-is we get our hands on the codex, and then we take out as many fairies and traitorous witches as possible on our way out. Now let's go."


As the day wore on, the fairies' classes didn't get any easier until it was time for potions. Their teacher, an elderly, spindly professor who looked like the identical male counterpart to Professor Isokalis, didn't seem to want anything to do with them, and instantly divided them into groups to work on a project. Looking on the verge of taking a nap right at his desk, he assigned each group a potion ingredient to do a presentation on and sent them off to the library to do research. The fairies' group included Mirta, Lucy, and four other witches, and none of them were particularly thrilled about it.

"Should we break up into smaller groups so we can get the research done quicker? Like a couple people could write about the history, a couple could write about its physical appearance, properties in potions making, and-"

"Who put you in charge, fairy," one of the witches snapped and Lucy smirked.

Flora blushed a bright red. "No- no one, I just thought-"

"Someone had to take charge," Layla broke in, glaring at the witch. "I didn't see any of you stepping up to do it."

Another witch scoffed. "You lot are impossible to work with."

"You're one to talk," Musa shot back.

"Yeah," Tecna said. "We're at least trying to get started on the project, you're just starting fights."

"You're on our turf, one of us should be in charge."

"Then stop talking about it and just take charge already," Bloom snapped, the venom in her voice surprising them all.

Lucy stepped forward, a steely glint in her eyes. "You don't get to talk to us like that."

Tired, and frustrated, and sick of it all, Bloom took her own step closer, hardly aware she was doing it, chin rising as she said, "Yeah? What are you going to do about it?"

"Guys, let's all just take a breath," Flora tried to say, but no one was paying any attention to her.

"You don't want to know."

"Lucy, just leave it," Mirta hissed at her girlfriend, but was similarly ignored.

"Yeah," one of the us witches challenged. "Compared to us you're weaklings."

Musa barked a harsh laugh. "Weaklings? That's rich coming from the witches who we saved from their own dungeons last year."

Bright blooms of colour appeared in Lucy's otherwise pale cheeks. "We wouldn't have needed to be saved if Bloom hadn't given up the Dragon Fire," she said haughtily.

There was a split second of shocked silence before fire exploded into existence at Bloom's palms as she lurched forward, looking intent on shoving Lucy with two burning hands.

"Woah!" Layla yelled, conjuring a barrier of water on instinct to force Bloom backwards.

Musa and Stella were just as mad as Bloom, but found Tecna and Flora in their way, trying to stop the argument from escalating any further. Mirta and one of the other witches seemed to be in the same mind, trying to keep Lucy and the others back.

"Say that again!" Bloom yelled, trying to find a way past Layla's shield. The heat coming off her body was constantly turning Layla's water to steam but the water fairy just conjured more and more of it. "This Dragon Fire saved your ass."

"You fairies are always so self-important, we would have been fine without you!" Lucy yelled right back.

"You witches aren't any better," Musa roared, grappling with Tecna who was holding her back with surprising strength. "You just can't admit that you needed our help."

"We did not need-"

"Enough!" Mirta and Flora yelled together, their seemingly infinite patience finally wearing out.

"You're being ridiculous," Mirta spat at the witches.

"All of you," Flora added in disgust to her own friends.

Bloom opened her mouth to retort, seeing Lucy do the same, but Mirta and Flora didn't give them a chance to resume their argument.

"We're in their school," Flora said, crossing her arms. "We need to show them the respect we would expect if they came to Alfea."

"And we need to be gracious, welcoming hosts. As proud as I know you all are, the fairies are not our enemies and they did help save us from the Trix last year."

"And we were all necessary in defeating the Army of Decay. It's just silly to try and blame each other or pretend like we could have done it alone. We couldn't have. And our enemies would like nothing more than for us to fight and divide ourselves because we're a hell of a lot easier to defeat that way."

Mirta looked from one group to the other. "You're all thinking of our differences as negative things, instead of as positive things. That's exactly why Headmistress Faragonda sent the fairies here, and why Headmistress Griffin is letting them stay, because we can learn from one another and grow stronger."

Both witch and fairy had a point that the others couldn't deny, and silence fell between them as neither side wanted to concede first. Mirta looked to her girlfriend imploringly and Lucy sighed.

"I'm sorry about what I said about the Dragon Fire," she said to Bloom. "That was a low blow."

Anger still churned in Bloom's stomach and a dark voice inside her urged her not to accept the apology, but Flora's hopeful expression overpowered that voice enough that Bloom grumbled, "I'm sorry I tried to attack you."

The others mumbled more apologies and there was an awkward silence as they all wondered where they went from here.

"I like your skirt," Stella finally said, offering an olive branch to one of the witches.

The witch blinked in surprise and fingered the silver buckles that covered the black mini-skirt. "Oh, thanks. I got it at this little boutique in downtown Magix."

Stella named it and the witch nodded eagerly.

"I love their stuff. I did a bit of work with them over the summer as part of my internship. I might be able to get you some free stuff if you want?"

"Really?"

The two wandered off heads bent together as they talked about the boutique.

"We'll research the history," the witch called over her shoulder as an afterthought.

Ice broken, the other fairies and witches slowly broke up into smaller groups, claiming sections of the presentation to do, and looking now, not for more differences, but for common ground. Relieved, and feeling a little exhausted, Mirta and Flora smiled at one another and paired up to work on the presentation.

None of them paid any attention to the carved eye on the wall nearby, for if they had they might have noticed the strange way its pupil seemed to follow them wherever they went. And if they watched it for long enough they would have seen it blink occasionally, betraying its magical nature.

On the other side of the wall the Trix were growing increasingly disgusted by what it revealed. They'd set off to look for the next piece of the codex as they'd planned but had been distracted by the familiar voices of the fairies. And now that they'd beheld the sight of the fairies and witches working together they were finding it impossible to drag their attention back to their search.

A whisper of Darkar's impatience slithered through their minds from his jewellery that they bore but Icy silenced it with a clenched fist around the blue gemstone. She would return to the search when she was ready, but first her blood sang for retribution against the traitorous witches.


The fairies last class of the day was with Zarathustra herself, the witch intimidating with her dark makeup and severe bop despite her small size. Her class was conducted in a smaller classroom than the lecture hall Griffin's class had been held in that morning and there was a distinct feeling of there being nowhere to hide as the fairies filed in and found desks to sit at.

"The focus of today's lesson is turning your personal demons into real demons," Zarathustra told them, glittering dark eyes sweeping over the class.

Flora timidly raised her hand, only speaking once Zarathustra had called on her. "But fairies don't really have demons."

Their teacher laughed not unkindly. "Everyone has demons. Now I want everyone to close your eyes."

Feeling on her guard as she had since stepping foot in Cloud Tower, Bloom waited until the other witches had first closed their eyes before she followed suit.

Zarathustra started to speak, her voice a low, continuous drone, "I want you to think of what happens when you get really angry. Maybe a red haze settles over your vision, maybe you want to throw things, or hurt people. Imagine what that would look like as a physical entity."

The darkness behind Bloom's eyelids shifted, shapes almost coming into view before they sank back into the inky shadows. Then finally a shape rose and this time it didn't go away.

"Now I want you to think of the times someone kept you from doing what you wanted, parents, teachers… friends…"

Bloom's brow furrowed as she tried to identify what was looming out of the darkness.

"Think of the times your friends hurt your feelings or betrayed you."

It was a girl's face, her profile, a wave of messy red hair hiding most of her features. All Bloom could see was a cruel smile turning up the corners of familiar lips.

"Think of when a friend tried to make you feel dumb in front of others or tried to steal your boyfriend."

The figure giggled, lifting up a soot-stained hand to cover her mouth.

"Think of when a friend-"

"Stop, Professor Zarathustra!" Mirta's voice cut across the professor's low droning one and the figure faded back into the darkness. "That's enough!"

Bloom shook her head, blinking a few times as she opened her eyes to the sudden glare of the classroom, seeing that others were doing the same. Her friends looked as confused as she felt, but she could see some of the witches were smirking with amusement while others looked uneasy.

"Mirta," Zarathustra growled. "Stay out of this."

Worry churned in Bloom's stomach and her skin prickled as she tried to brush off the lingering fogginess from the trance Zarathustra seemed to have put them in. "What's going on?"

Mirta looked like she had more she wanted to say to the professor but shook her head and turned her attention to Bloom and the other fairies. "She wasn't getting you to manifest demons at all. It was a spell, meant to sow discord within friendship groups."

Bloom's stomach dropped as she thought over everything Zarathustra had been saying, the strange fogginess that had taken over her head, the irritating prickling that was racing up and down her arms.

"Are you serious?" Stella demanded, glaring at the professor.

"That's so not cool," Musa added with a shake of her head.

Zarathustra's lips curled in cold amusement even as she rolled her eyes. "No need to get your feathers ruffled, the spell barely started to work before the fairy-wannabe interrupted me." She cut Mirta a hard look. The younger witch flinched a little but her resolute expression never wavered. "Now, back to demon summoning."


"I don't know what Zarathustra's problem is," Mirta complained a while later after class was over and she was back in her dorm relaxing with Lucy.

Her girlfriend shrugged, the movement shifting Mirta where she was leaning against her chest. "She probably just thought it was a joke."

Mirta sat up so she could look Lucy straight on, eyebrow raised.

"A very not-funny joke," Lucy amended, even as her mouth betrayed her with an amused smirk.

Mirta sighed and shook her head but laid back down, nestling into her girlfriend. "She called me a fairy-wannabe." Her voice was small, the insult playing over and over in her head.

"Well…" Lucy said slowly. "You did do that semester exchange."

Mirta stared into the distance. "Yeah, but not because I wanted to be a fairy, but because I truly think we'll all be stronger if we work together."

Lucy was quiet. "Maybe," she said finally. "Maybe, you're right. But you'll have a hard time convincing some witches of that. Most of them don't even like working with one another." Mirta could hear the smile in her voice as she continued, "Remember lunch our first day at CT."

"You tried to sit with the Trix and Darcy turned you into a dragonfly."

Lucy's chest shook with laughter at the memory. "You kept me in a jar for three days."

"You know," Mirta said, her voice teasing. "It was a fairy spell that finally changed you back."

"You're not going to convert me," Lucy warned her, squeezing Mirta's waist.

"Yeah, yeah." Again, she craned her neck so she could see Lucy's face. "I'm the same witch I always was, you know that right? I haven't changed just because I did one semester at Alfea."

Lucy's eyes were serious as they regarded her. "I know." She leaned down and pressed her lips to Mirta's for a long, long moment.

Mirta sighed into the kiss and was just reaching out to pull Lucy closer when her girlfriend smiled apologetically against her mouth and slipped out from under her.

"Sorry," she said, watching with hooded eyes as Mirta flopped onto the bed. "But I promised Bloom I'd go help her with her dark energy ball."

Mirta's disappointment morphed into a warm feeling spreading through her chest. "Thank you," she said quietly.

"Yeah, yeah. Well, they're not as bad as I thought."

"Have fun."

"I wouldn't go that far."

Mirta smiled into the pillow as the door clicked shut behind Lucy.

Out in the hallway, Lucy fought the irrational urge to shudder as the gloom settled around her. She'd never been afraid of the dark before, had in fact willingly stepped into it most of the time, and regardless there had always been something comforting about the embrace of Cloud Tower's shadows. But it was like something had changed in the minutes she'd spent in her dorm room. This darkness, there was something sinister about it.

Pushing away the feelings, Lucy set off, heading towards the Trix's old dorm where she knew the fairies were staying. There had been something ironic about that, amusing even, when she'd found out, but now she felt a stab of sympathy for the fairies she knew a tiny bit better. Everyone stayed away from the dorm, there was a reason it was still empty, and she had to wonder how they all, but particularly Bloom, could stand to be in the space.

"Going somewhere?"

The voice was a whisper from the shadows and Lucy spun around to find the source, tripping as she went on the lace of her combat boot that had come loose. She went down hard, hands slamming against the stone ground, but she barely felt the pain as Icy, Darcy, and Stormy stepped out of the shadows.

"If it isn't our old friend, Lucy," Icy purred, stalking forward with her coven-sisters flanking her.

Not caring what she looked like, Lucy scrambled backwards, not stopping until her back hit the wall and she had nowhere else to go, not with the way the Trix were surrounding her. "You- you can't be here."

"And yet we are," Icy smirked, fiddling with her necklace. "And we need a favour."

Despite her fear, Lucy told Icy exactly where she could shove her favour. Quicker than the Trix could react, Lucy stuck out a hand and aimed a careful spell at a spider weaving its web between the roof and hallway wall. At once the spider dropped from its half completed web to the floor where it started to grow, doubling, then tripling in size until it came up to Icy's waist.

"Little brat," she hissed, but was forced to back away as the spider advanced on her and Darcy, clicking its pincers rapidly.

"We'll take care of this," Darcy said, eyes sweeping across the spider in disgust. "Stormy, why don't you remind Lucy what happens when she disobeys us?"

Stormy's answering smile was vicious as she turned to Lucy. "With pleasure," she crooned.

"No!" Lucy cried and tried desperately to throw up a shield but it was no match for Stormy's powers, enhanced thanks to the bracelet on her wrist. Her lightning strike smashed through the shield and barreled into Lucy, electricity filling her body. The witch's mouth dropped open in a silent scream as her body jerked at the unimaginable pain racing through her.

And then it was gone.

Panting for breath, Lucy's body sagged back to the ground and she tried to make her trembling arms cooperate and push herself back into a sitting position.

Stormy stalked closer and crouched down so she could say softly, "That wasn't very nice, now was it? Are you ready to do us a favour now?"

The last thing Lucy wanted was to invite more pain but there was no way she was going to spend even a minute as the Trix's lackey ever again.

"Go burn in Valhalla," she growled.

Stormy's eyes flashed. "Have it your way," voice hard now. It promised pain.

"Wait!" Darcy said, and both Lucy and Stormy turned to see the other two were finished dispatching the spider. It was now trapped in a large block of ice, legs twitching feebly.

"I don't need your help," Stormy snapped but her coven-sister ignored her.

"There's a faster way."

She stalked closer and Lucy shrank back against the wall. Stormy might have been the most unhinged, Icy the most ambitious, but Lucy had grown to fear Darcy the most. Her cunning, her power, her ability to seek out the most vulnerable part of a person and strike.

"Stop," Lucy tried to say, but her voice had lost its conviction, and the next moment she felt Darcy's power slip into her mind.

The force was dark and slippery and as much as Lucy tried to shove it out, tried to hide her thoughts from it, it was like a hand rifling through her thoughts and feelings, picking out pieces, the image of her parents faces, a memory from childhood, the name of her favourite band, and discarding them each in turn. Until finally Darcy's power settled on the image of Mirta's face, her smile that always made Lucy's heart flutter a little.

"No," she heard herself say as Darcy lingered over Mirta.

"It would be such a shame if anything were to happen to your little girlfriend," Darcy's voice whispered in her mind and that was enough.

"Stop. I-" She didn't want to say it, didn't want to agree to it, but she couldn't risk Mirta's safety. "I'll do whatever you want."

Darcy's power slipped out of her mind and the witch smirked. "See," she said to Stormy. "Faster."

"How'd you do it?"

"What do you want me to do?" Lucy interrupted, wanting to get Darcy's mind off Mirta as quickly as possible.

"First of all you're going to do some recon for us on Griffin." Icy paused, choosing her words carefully. "She's hiding something and we want to know where it is."

Lucy frowned unhappily. "How will I know when they're talking about it?"

"Trust me, you'll know."

"Now get going," Darcy ordered, and her power brushed against the edges of Lucy's mind again; a reminder.

Lucy swallowed roughly and shot them all a resentful look before hurrying off.

"And don't even think about telling anyone about this," Stormy called after her, a crackle of electricity in the air emphasising her words.

Lucy headed straight for Griffin's door, quickening her pace when she could hear voices coming from within. She settled right up against the door and tried to listen in.

"-heard about your antics, Zarathustra," Griffin was saying, not sounding impressed. "A cat fight spell, really?"

Zarathustra sounded impatient when she answered. "Please, it barely took."

"Hardly the point. I expect everyone at Cloud Tower, and especially my own staff, to cooperate with the fairies."

It was Ediltrude who answered this time. "Can you blame us, Headmistress? You forced them on us with barely any warning." Her words approached insubordination but Griffin didn't call her on it. "If only you would illuminate us as to why they're here…"

Griffin was quiet for a long time. "There are many reasons they're here, I'm sure. Some even I might not be aware of."

"If this has something to with the codex-"

"It's not wise to speak of such things, even here. The walls have ears."

The codex that Ediltrude had mentioned had to be what the Trix were after but Lucy was struck by the sudden terrifying thought that Griffin knew she was standing there, listening in. Her heart rate notched up and her chest was suddenly tight with every breath as she crept away from the door. And only once she was far enough away did she break into a run and bolt down the hallway.

Her thoughts spun wildly as she ran, barely paying attention to where she was going. Now she knew what the Trix were after but was no closer to knowing where it was, and it was clear that Griffin wouldn't reveal the location if she thought there was even a chance that someone might hear her.

She was so consumed by her own thoughts that she didn't notice Bloom coming the other way until she slammed into the smaller fairy, nearly knocking her to the ground.

"Hey!" Bloom exclaimed, stumbling a little but managing to regain her footing. She glanced up, her expression darkening when she realised who she'd bumped into. "Lucy? What the fuck? I thought you were going to meet me in the dorm, I've been waiting half an hour."

Lucy gulped down a handful of shallow breaths, eyes darting around the hallway, searching for any signs that the Trix were nearby and listening in. "Sorry, sorry," she gasped. "I- I couldn't- they said- hurt Mirta-"

Bloom's irritation faded a little as she seized Lucy's wrist and the witch finally looked at her. "Wait, who said they'd hurt Mirta?"

She shouldn't, she knew she shouldn't, but Lucy couldn't stop the words from spilling from her. "The Trix! They're here. They said they'd hurt Mirta if I didn't do what they wanted."

Bloom didn't need to hear anything else as she spun on her heel and started running back the way she'd come, pulling Lucy along with her. The pair sprinted along the hallway, dodging students and trying not to trip on the uneven stone floors. They passed the Trix's old dorm where Bloom had clearly been coming from, gaining the attention of the rest of Bloom's friends who noticed them hurtling past, and continued until they reached Mirta and Lucy's dorm.

"Mirta?!" Bloom called, banging on the door. "Open up!"

"Mirta!" Lucy called urgently.

"What's going on?!" Flora wanted to know, arriving with the others.

"The Trix," Bloom said grimly. That was all she had to say for everyone there knew that anything involving the Trix couldn't be good.

Finally, with a quiet click, the door swung open to reveal Mirta, unharmed and confused by whoever it was almost knocking down her door.

"Lucy? Bloom? What's wrong?"

Not waiting to answer her question, Lucy and Bloom pushed past her and into the dorm quickly checking to make sure the Trix weren't hiding inside. Only when they were both satisfied that the dorm was empty except for them, did they turn to the others, who were waiting impatiently for them to explain.

"It's the Trix. They're here."

"They cornered me. Said that they would hurt Mirta if I didn't do what they wanted."

"And what did they want you to do?" Tecna asked, brow furrowed in worry.

"They wanted me to spy on Griffin. They're looking for something and wanted me to find out its location. Something called-"

"The codex," Layla said grimly, sharing a look with the others. "They've already found one piece and one of the other pieces is hidden here at Cloud Tower."

"What do we do?" Mirta asked, looking worried.

Bloom thought fast, Griffin needed to be alerted as to what was happening, but they couldn't just leave the Trix to roam about the school, not with so many unsuspecting students also around. And she didn't much like the idea of splitting up in a place like Cloud Tower.

"Mirta you take Lucy to let Professor Griffin know what's happened and warn her that the codex is in danger," she decided. "The rest of us will look for the Trix."

Lucy didn't look thrilled at the idea of seeing Griffin but she didn't resist as Mirta took her hand and led her down the hallway. Bloom meanwhile set off in the other direction, the others trailing after her.

"And how exactly are we supposed to find the Trix?" Stella wanted to know. "Considering we can barely find our way around this place."

Truthfully Bloom had no idea and had set off in a random direction to see if she could stumble across the Trix by sheer luck, but Stella's tone rubbed her the wrong way. "Well," she snapped. "I'm open to suggestions."

She glanced sidelong at Stella, but the blonde just shrugged at her, and Bloom felt her irritation spike.

"We could wait for them at their destination and ambush them when they arrive," Tecna piped up from the back of the group.

Bloom stopped and turned to look at her friend. "That's not a bad idea," she admitted grudgingly.

"Except we have no idea where the codex is hidden," Musa pointed out.

"I think I can work it out, I just need some time."

"No offence," Stella said, although Bloom had a feeling whatever she was going to say would offend Tecna regardless. "I don't exactly trust your little computer calculations to be able to work something like that out. Besides, we don't have time to wait around."

"Plus, what happens if we end up leading the Trix there by accident?" Bloom asked.

"That would never happen," Tecna said crossly and indeed she did look offended by what Stella had said.

"Okay how about this plan," Musa broke in. "We pretend we know where the codex is and we go there and set up a trap-"

"You're over complicating things!" Tecna exclaimed.

"Like you're any better with your calculations," Musa argued.

"Well, Icy's not an idiot," it was Stella's turn to break in. "She's going to work out if we're setting a trap for her."

Musa scowled but it was Flora who snapped, "You're talking a lot for someone who doesn't seem to have a better plan, Stella."

"Oh screw this," Stella snapped, abruptly turning down a side hallway. "I'll find them on my own," she tossed over her shoulder and disappeared into the gloom.

Bloom rolled her eyes and continued the way she was going, a plan forming in her head. "Whatever. I don't care what you guys do, but I'm going to where Lucy saw the Trix last."

Flora followed after her while the remaining three fairies slowed to a stop.

"No one even listened to my idea," Musa complained.

Tecna tossed her an annoyed look. "You didn't consider mine either."

Musa ignored her and turned down yet another hallway, Layla on her heels, leaving Tecna all on her own except for Zing who had been riding on her shoulder. The fairy shrugged, unperturbed by her friend's absences, and stepped into a nearby empty classroom, ready to set up the calculations she'd already been going through in her head.

"I'll stay with you, Tecna," Zing said good-naturedly, zooming around the classroom as her appearance flickered between her normal outfit and her witch costume and back again.

"Thanks, Zing," Tecna said distractedly. "My plan is clearly the most logical of them all and has the highest chance of success," she continued, slipping into the seat behind the teacher's desk and pulling up a holographic schematic of Cloud Tower. Zing wasn't really listening as she zoomed about, eyeing the various witch artifacts and teaching resources lining the walls. "I'll find the codex on my own."

Bringing up a map of Cloud Tower, Tecna quickly realised that Zarathustra and Ediltrude hadn't necessarily been joking when they'd said that Cloud Tower had a heart of it's own. When her device scanned the school, it showed clearly large amounts of energy flowing too and from a chamber right in the centre of the building, just like a heart. "The codex has to be here," she said, eyes scanning the chamber and wondering what protective enchantments might be around it.

She was so wrapped up in the schematic that she didn't notice the three witches slipping through the door she'd left ajar.

"Good work, nerd," Darcy purred.

Tecna jumped at the sudden voice, and her heart leaped to her throat as she twisted and stared in horror at the Trix. On the other side of the room Zing gave a tiny squeak of fright and dove behind a row of textbooks. For a heartbeat Tecna was frozen but then she made a mad lunge for the schematic trying to turn it off before the Trix got a better look at it.

But Icy was faster, lifting a hand and blasting Tecna with a burst of power so intense that she was immediately encased in a block of ice. The cold was like a vice around her chest, squeezing the oxygen from her lungs, but she barely noticed the pain as she was forced to watch the Trix approach the map. Their voices were muffled but she could just make out their conversation as they debated how to get into the chamber.

"Great," Darcy was snarking, leaning over the map to get a closer look. "So we know where it is, but how are we going to get it? Griffin will have layered that place with protective enchantments."

Icy fingered her necklace thoughtfully. "Cloud Tower is an old school, and I bet the protective enchantments were set up a long time ago."

"So?"

Icy rolled her eyes at Stormy, but Darcy was already catching on. "So, sometimes magic gets stronger the older it is, but sometimes it becomes fragile and easier to break. They probably thought no one would ever find out about the chamber and never really try to break in."

"Exactly. If we pour our power into the veins of the school, especially as enhanced they are with these-" She lifted her necklace with the tip of her finger. "-we might be able to confuse the magical signature and break the enchantments.

"It might take longer, but it's bound to work."

"It has to," Stormy said, and they were all thinking that returning to Shadowhaunt without this piece of the codex was not an option.

"Let's go," Icy ordered, heading straight to the doorway without so much as a backwards glance at the fairy still trapped in her ice. Darcy followed right on her heels, but Stormy paused on the threshold, stopping long enough to wave goodbye to Tecna with a mocking wiggle of her fingers before she too departed.

Tecna's heart sank to her stomach as she realised Bloom had perfectly predicted what had happened; she'd found the codex but managed to lead the Trix right to it. But rather than being mad at herself, Tecna found her anger was actually for her friends. Surely if they hadn't left her alone and had had her back the Trix never would have gotten the drop on her. Simmering with that anger, Tecna hoped it would keep her conscious as she waited for someone to find her and get her out of this ice.

Fortunately she wouldn't have to wait long because Bloom and Flora were heading right for her.

"You don't suppose that cat fight spell Zarathustra tried to cast worked after all?" Flora was asking Bloom as they wandered despondently along the hallway.

They'd been to the hallway that Lucy said the Trix had cornered her in, and inspected it closely for any hints about where the Trix had gone next. Signs of their brief fight had remained, including a large puddle of water that could only have come from Icy's powers, but nothing that told them where the Trix had gone.

"No, Stella just likes to complain," Bloom said with a scowl, eyes turned towards the floor.

She'd been sure that following the Trix's footsteps backwards would lead them to where they'd gone next, but they'd resulted in nothing but a waste of time. She didn't know if she was more mad at herself for being wrong, or her friends for not backing her up and helping her look.

Flora bit her lip but didn't argue. She had a bad feeling that the Trix were going to get their hands on another piece of the codex if they couldn't remember how to work together.

"Where do you think Tecna got to?" she eventually asked, for the hallway that they'd left Tecna, Musa, and Layla in was empty.

"I don't know," Bloom sighed, casting her gaze around. "Maybe she went with Musa and-"

She broke off as her eyes caught on the open classroom door, sure that it had been closed when they'd last been here. It was hard to remember exactly, for so much of Cloud Tower looked alike, and there was always the possibility a teacher or student had come along to use it, but Bloom had a hunch that she wasn't going to ignore.

She hurried forward and nudged the door open, gasping when she beheld the frozen form of her friend inside.

"Tecna!"

She raced inside with Flora right behind her and after a quick glance at the still open map on one of the desks, it was easy to deduce what had happened.

"Tecna figured out where the codex is after all," Flora breathed.

"And lead the Trix right to it," Bloom said in dismay.

"Flora? Bloom?"

The two fairies jumped at the voice but relaxed when they noticed Zing peeking her head out from her hiding spot.

"Zing!" Flora cried with relief, glad to see the pixie was unharmed.

"It wasn't Tecna's fault, it all happened so fast! I'm sorry, I should have tried to help her but I got scared and hid."

"It's okay," Flora soothed. "When did this all happen?"

"Not long, I was making sure they were really gone before I came out."

"Okay, that's good, but we still need to get Tecna out of this ice as quickly as possible. Her magic will protect her for a little bit but she can't last forever. Bloom?"

Bloom's attention had slid back towards the schematic, brain working fast. "We don't have time," she murmured, more to herself than to her companions.

"Bloom?"

"Zing, can you watch over Tecna while Flora goes to find Stella?"

"Yeah, but-"

"Bloom, what are you-?"

"Flora, the Trix are going after the codex right now," Bloom stressed. "We don't know how long it will take them but we need to make sure they don't get that piece of the codex. Go get Stella and have her melt the ice and then come meet me. I'll go after the Trix now, hopefully I find Musa and Layla on the way, but if not I should at least be able to slow the Trix down."

"Bloom, I don't know-"

But Bloom's patience had run out. "Go! Check the dining hall first!"

And before Flora could argue further, Bloom was already gone, swiping up the schematic to guide her and racing along the hallway.


"How about we set the trap here?" Musa asked as she and Layla entered what looked to be some kind of student lounge. It was crammed with glass cases stuffed with various artefacts and trophies, it made sense that the codex might be hidden here in plain sight.

"Sounds good."

They hadn't actually worked out how they were going to lure the Trix to this spot but before they could start brainstorming a plan, they noticed the attention they were getting from the witches occupying the lounge.

"Well, look who it is," one of them said coolly, a senior that neither Musa nor Layla recognised.

The two fairies skimmed over the witches present with their eyes but couldn't see any of the witches they'd shared classes with that day, and certainly none that they'd bonded with while doing their group project.

"What are you up to?" another witch asked, seeming to be genuinely curious, but Musa couldn't help feel her defences rise.

"Not much," she said elusively, something that didn't escape the witches notice.

"You're seriously not going to tell us?" the first one asked, arching an eyebrow.

Layla frowned. "Not if we think there's a chance you're not going to be able to keep it to yourself."

More than a few witches leaped to their feet at that.

"What's that supposed to mean?" one demanded.

Musa crossed her arms over her chest. "I don't think I have to spell it out for you."

"If you've got something to say-" the witch started furiously before breaking off as the door to the lounge burst open and the Trix strode inside.

"Well, well, well, look what this school has come to," Icy drawled. Her pale, glittering eyes swept over the fairies and witches, a cold hatred brimming there.

Stormy only had eyes for Musa, clearly not having forgotten what had gone down between them a few weeks before. Musa met her eye and scowled, prompting the witch to bare her teeth in return.

"We heard that Cloud Tower was hosting fairies but we didn't want to believe it."

"What's it to you?" one of the witches snapped. In the face of this new enemy it seemed a temporary alliance had been found. "You have no business being here."

"See, that's where you're wrong," Darcy said. "We're here to claim something that belongs to us, and you're in our way."

"Not going to happen," Musa growled, hands balled into fists. She glanced first to Layla, and then to the senior witch. "Let's do this."

Having seen what the Trix could do with those new pieces of jewellery, Musa and Layla didn't give the Trix to set up an attack, transforming with two identical flashes of bright light, before raising their hands and unleashing their power.

Layla shot a jet of powerful water straight at Darcy, nearly knocking her out of the air, while Musa aimed a supersonic attack at Stormy. She was quick enough to pull up a shield of hard air to block the attack but didn't notice the witch who had crept around behind her who summoned a stream of corrosive liquid to throw at her. Stormy shrieked as the liquid splattered across her back and shoes, sizzling slightly as it ate away at her clothes.

"I'll get you for that," she hissed, a lightning bolt emerging from her palm and streaking across the room at the witch, only to meet another lightning strike with a large explosion, this one conjured by a different witch.

Stormy let out a scream of frustration and Musa converged on her, backed up by the witches of storms and poisons.

Layla, meanwhile, had her hands full with Darcy who had multiplied herself so that Layla wasn't just fighting one Darcy, but ten of her. Luckily two other witches had come to her aid, one with control over the earth, who was summoning rocks out of the ground to break up Darcy's illusions, and another who seemed to have the curious power of mimicry. She didn't have attack moves of her own, but watched Layla and the other witch carefully, before perfectly replicating their magic.

Icy was watching the two battles go down with a slight smirk on her face, not seeming to be worried that her two coven-sisters were out-numbered. It made Musa nervous to see but there wasn't anything she could do about it, not when she had her own hands full with Stormy who was incensed to be battling someone who also had control over storms.

"I think-" Icy said, lifting her voice to be heard over the sounds of the battle. "-that should about do it, sisters."

Musa and Layla found each other from opposite sides of the room, not liking the sound of that, but before they could do anything, Darcy clicked her fingers. The room gave a sudden lurch, throwing them all through the air, and then, before any of them could right themselves, phantom hands made of magic smashed out of the walls and grabbed a hold of Musa, Layla, and each of the witches of Cloud Tower. A door, unremarkable and forgotten in the corner blew open as if on a gust of violent wind and the Trix strode for it.

"No! Stop!" Musa yelled, fighting against the hold the phantom fist had on her but it was no good. It wasn't holding her tight enough to really hurt - although her wings were feeling a bit squashed - but she certainly wasn't going anywhere in a hurry. Looking at Layla's face, screwed up as she tried to wriggle free, she could tell that she was in a similar predicament.

Now that they'd been immobilised, the Trix didn't spare them a second thought as they disappeared through the doorway and into the darkness beyond, Icy saying triumphantly, "The codex is ours."


Bloom's advice had been spot on and Flora found Stella sitting at one of the abandoned tables in the empty dining hall, helping herself to a bowl of desert while she mumbled under her breath between bites. Flora was sure the things Stella was saying weren't very complimentary towards herself or her friends.

"Stella!" Flora cried, racing down a set of stairs that joined the multiple platforms. "There you are."

Stella arched an eyebrow and licked the last morsel of desert off her spoon before answering, "Here I am. Have you come to apologise?"

"What? No. It's Tecna, you have to come quick."

Stella's self-righteousness faded away and she quickly discarded her snack as she leaped to her feet and followed Flora out of the hall.

They raced through the hallways, past bewildered students and staff, until they reached the classroom where Zing was waiting anxiously for them.

"I don't think she has much longer," she squeaked worriedly, nervously wringing her hands.

To her credit, Stella didn't pause to ask any questions. She transformed in a burst of light and drew her ring from her finger all in one smooth movement. Tossing it into the air, the ring transformed into her sceptre and Stella aimed it at the block of ice encasing Tecna.

"Let me guess? Icy?" she asked through gritted teeth.

Flora nodded. "Tecna found the codex after all but the Trix ambushed her," she explained a bit distractedly. She couldn't help but notice it was taking Stella longer than normal to melt the ice.

As if sensing her thoughts, Stella sighed and let up on her magic for a second, looking drained. "This ice is so thick, it has to be because of that necklace she's been wearing. Bloom could do this in half the time, where is she?"

Flora fidgeted with her bracelet. "She went after the Trix, she said we couldn't risk letting them get their hands on it."

Stella's gaze hardened, some imperceptible emotion flashing through them, and she squared her shoulders as she turned back to the ice and raised her sceptre once more.


According to the map Bloom was almost at the heart of Cloud Tower. She'd first planned on going the more obvious way that would take her through one of the student common areas, but then at the last moment had noticed a shortcut through what seemed to be a forgotten side passage.

It was so forgotten that there was nothing to light her way as she hurtled along, and she was moving too fast to risk conjuring a handful of flames, so she called on every instinct honed in Lysippe's classes to stay on her feet. Finally she saw a funny light appear in the distance and she sped up, knowing she was close.

As she emerged into the central chamber of the school, Bloom thought that Ediltrude and Zarathustra really hadn't been joking when they'd called this place the 'heart' of Cloud Tower. For the stonework making up the walls resembled the texture of the inside of a human body, and hanging from the ceiling, suspended from strange stringy ropes, was a large replica of an anatomical heart. It seemed to pulse and glow, bathing the entire chamber with its red light, and giving the impression that it really was alive.

Bloom wasn't sure how to get into the heart, but she just knew that the codex was inside.

And she had to make sure the Trix didn't lay a finger on it. She transformed and settled in to wait, eyes shifting between the multiple open doorways, searching for any signs of movement from their shadowy depths.


"I can't believe you fairies got us stuck here."

Still hanging from the fists that didn't seem inclined to let them go any time soon, Musa's head snapped up so she could glare at the witch who had spoken.

"Us?" Layla demanded. "If you want to blame someone, blame the Trix, they're the ones who did this."

"Yeah, or yourselves," Musa put in. "You didn't even try to attack Icy."

"Well, neither did you," another witch argued.

"We sort of had our hands full with Darcy and Stormy."

"So, did we!"

"Oh, please, you barely did anything."

"Excuse me?!"

"You heard me!"

"Enough!"

For the second time that day, Flora surprised them all by raising her voice. They'd been so distracted by arguing with the witches, Musa and Layla hadn't even noticed that Flora, Stella, and Tecna had arrived. They did notice straight away that Bloom wasn't with them, her absence hitting them with a worried jolt in the stomach.

"You guys are seriously arguing when you should be trying to get out and stop the Trix from running rampage around the school?"

Tecna wasn't even listening to the argument, instead she was walking around the room, methodically attaching small chips to each of the fists, still occasionally shivering from her time in the ice. Looking drained and tired, Stella leant against the wall and said nothing.

"No one move," Tecna ordered hoarsely, tapping away at her handheld. "This shouldn't hurt."

Musa and Layla stayed still, but some of the witches tensed up. Not that they had to worry because Tecna tapped one final key on her handheld and the chips activated, instantly dissolving the fists so they all fell back to the ground, wincing and rubbing at their ribs.

"Where's Bloom?" Musa asked immediately.

"She went after the Trix alone," Flora said gravely. "You haven't seen her?"

Looking worried, Musa shook her head before gesturing to the still open door. "Come on, they went this way, let's go."

And not bothering to wait to see if the witches would follow, the fairies plunged into the darkness.


Bloom sensed their presence a split second before the Trix burst into the chamber, their eyes dark and hungry for the power contained in the heart at Bloom's back. Neither side wanted to give the other a chance to prepare and simultaneous jets of pure magic shot across the room to collide in mid air.

"Here all alone?" Icy crooned when the resulting explosion had cleared. "Where did your little friends get to?"

Bloom didn't let Icy bait her, summoning a wave of flames to rush at the Trix, blocked by a quick shield pulled up by Darcy. Icy backed away from her coven-sisters, instructing them to keep Bloom busy while she worked out the heart.

Frustrated, Bloom angled herself to try and keep Icy within her sights but Darcy and Stormy weren't having it, Darcy multiplying herself until she was everywhere, and Stormy striking out with lightning bolt after lightning bolt, keeping Bloom on her toes. She methodically shot small fireballs at each of the Darcy replicas to make them disappear and find the real one, but while she was distracted Icy attacked from behind, hitting her with a blast of air so cold she felt the sharp pain of it slicing through her. Her breath caught in her throat and for a moment Bloom felt frozen even though no ice encased her body.

It was long enough however for Darcy to murmur in an ancient sounding language that made the hair on the back of Bloom's neck stand up, "Tenebrae auferant aspectum tuum."

Bloom felt Darcy's magic enter her mind, but rather than the usual piercing pain, this felt like a heavy fog was being laid over her.

And then all she knew was darkness.


Musa was leading her friends along the hallway, moving as fast as they could in the dim light from Stella's ball of light when they heard Bloom's scream.

"No!"

It was loud and terrible and had them all stopping suddenly as they tried to imagine what could have made their friend make a sound like that.

"Bloom," Stella whispered.

Gritting her teeth, Musa took two steps and launched into the air, able to move much faster through the air than on the ground. The others followed suit, and they could hear the witches who had followed them curse and quicken their pace.

The hallway shook as the battle continued in the distant room but they were approaching with speed now and before long they were flying out into the open room. They spotted Bloom at once, curled against a wall with her eyes shut, trying to protect herself with a feeble shield from the witches surrounding her.

Stella, having so rarely seen her friend look so defeated, was the first to kick into action. "Get away from her!" she yelled, the only warning before she blasted all three of the Trix back with one powerful blast of sunlight.

As soon as they'd backed away from Bloom all five fairies zoomed in to land in front of her, forming a protective ring around her prostrate form.

Icy hissed in irritation having wanted to finish Bloom off once and for all but waved a hand. "Forget them. Let's get the codex and get out of here."

"If you hadn't noticed, you're kind of outnumbered," Musa growled, gesturing to her friends as well as the witches who had come to back them up.

"Like that's ever stopped us before," Stormy snarked.

"Icy," Darcy said suddenly. "The heart's opening."

Icy blinked and seemed to forget about her opponents as she spun around to see that Darcy was correct, a section of the heart was peeling back to reveal what was inside.

Except the inside of the heart was totally empty.

A cool voice spoke up from behind all of them. "Did you really think I would leave the codex anywhere you three might find it?"

The Trix whirled around, already snarling at their former headmistress who watched them with utter contempt.

"Where is it?!" Icy hissed, her voice nearly unrecognisable she was so furious.

"Nowhere you'll get your hands on it," Griffin said simply.

"Under law you can't remove it from the campus. It's here somewhere and we will find it."

The Trix stalked forward a few steps, magic of ice, lightning, and darkness gathering at their hands, as if they were planning on fighting Griffin until she revealed the location but as one they stopped. In one identical movement all three of them cocked their heads, as if listening to an unspoken command, before, hatred still glittering their eyes, they were enveloped in a bright flash of light.

"This isn't over," Icy promised just before she disappeared into the light completely. And then they were gone.

"I'm sure it isn't," Griffin murmured, more to herself than to any of the students in the room.

The fairies, however, were more concerned for Bloom who still hadn't risen from where she was huddled against the wall. She hadn't opened her eyes, and in fact that buried her face completely into her hands.

"Bloom!" Stella said, hurrying to her friend's side and dropping to her knees beside her.

Still Bloom held the shield around her, keeping any of them from getting close, even as the others gathered and Flora tried to touch her arm.

"Are they gone?" Bloom asked quietly.

The fairies exchanged glances but it was Flora who answered. "They're gone, Bloom. You can drop the shield."

Hesitating a moment, as if she wasn't sure whether to believe her, Bloom finally let the shield flicker and fade, though she didn't take her hands away from her face.

"Bloom," Stella said quietly. "What happened? What did they do to you?"

Bloom shook her head but took her hands away from her face, keeping her eyes shut. "It was Darcy," she said miserably. "I didn't understand the incantation but…"

But its effect was obvious when Bloom finally opened her eyes. For Darcy's spell had turned them completely black. Like the colour of her pupils had bled outwards, the entire surface of her eyes swirled with inky darkness.

"I- I can't see, guys. I can't see anything at all."


Hello friends, I am here to bestow upon you a nice long chapter to make up for the two months of nothing.

Trying to think what has happened in the past two months, I stepped up into a new role at work which is nice and exciting but involves working more hours which is nice for my bank account but not so nice for fic-writing, and that's about it lmao. Just been working, oh and reading a lot because I'm way behind on my reading goal for the year. I hope you all have been well x

I don't think I changed that much about this episode? The bones of the chapter certainly match the episode and just cut out some of the unnecessary stuff I think? I really liked writing this chapter, I got a decent portion of it done within a couple of days and I always feel like I produce a better chapter when it flows like that rather than me stopping and starting all the time.

I'm really excited for the next chapter just because it includes a scene that I wrote years ago at this point back when I was still doing the outline for this fic. If you know anything about how I write, it's that I never write ahead. Mostly because knowing me I'll write the bits I'm excited about and then will have no motivation to fill in the boring bits. So I nearly always write lineally, but I couldn't resist with this scene so it's been patiently sitting there since freaking 2020 or something ridiculous until I found a spot for it to go. So I'm very excited to share that with you.

Anyway, I think that's mostly all. On expecting the next chapter, as you know I work in retail and the end of the year is a busy time for us. Lately it seems like a chapter every two months is the best I can do so I am going to aim to update once more before the end of the year. But who knows, sometimes when life gets stressful I actually turn to fic as an escape so I might get super busy and surprise you, but let's just focus on one chapter at a time hey?

As always thank you to everyone who comments, leaves kudos, and returns every update to read the new chapter. I love and appreciate all of you so so much. Oh and if there any outstanding comments or asks that you've sent on tumblr that I haven't responded to I'll probably get to those this afternoon or over the weekend. Stay safe lovelies and let me know what you thought of the chapter xx