Authors Notes: We're back folks with He-Man and the Guardians of the Veil. Sorry for the long delay had things to do at work. But now without further delay lets begin.

He-Man and the Masters of the Universe (2002) (C) Cartoon Network

W.I.T.C.H Tv series (c) Jetix


3

The Key

The darkened shrouds over the kingdom of Meridian were darker than ever, and the energy system over the castle was surging, with lightning crashing down. On the throne room of the castle Phobos sat on his throne and before him were his trusted aid Cedric and his Captain of the Guard Rathor, who had a muscular build and wore a dark gray and black cloak and armour with a scar under his left eye. Vathek was there also.

"Prince Phobos, when the warrior known as He-Man and the Guardians escaped with the Rebel Leader Caleb. We found these." Cedric explained gesturing to Rathor who held the manacles that restrained said rebel leader before he escaped.

"Either he picked the lock, or he was given the only key, which is now suspiciously missing." Rathor said glaring towards Vathek.

Phobos had the rebel leader in his grasp and even the leader of the guardians and her ally, only for the other Guardians and this mysterious warrior to appear and help them escape. However the escape was planned as Vathek had secretly hidden the manacle key in the bread he gave Caleb. However, when he went to find said key it was gone.

"Hm, the only one who had the key at the time…"Phobos wondered. "Was Vathek."

"My prince I assure you I had nothing to do with this!" Vathek pleaded.

"Lies you obviously helped him your a traitor!" Rathor then accused.

"No..I..I must've lost the key in the battle!" Vathek pleaded.

"How convenient, I didn't see you during the battle?" Rathor said suspiciously.

"Nor did I see you Rathor!" Vathek then accused.

"You dare accuse me!" Rathor exclaimed. "I am forever loyal to Prince Phobos. I would never betray him to the likes of the rebels!"

"Enough!" Phobos yelled getting everyones attention. "If Vathek speaks the truth the key is still here. Rathor until it is found confine Vathek to the dungeons and if the key is not found he is to be sent to the Abyss of shadows!" Vathek looked with extreme worry while Rathor looked with a smirk. "Cedric have the guards search the castle."

Cedric then shifted into his serpent form before he turned his death gaze to Vathek. "I hope for your ssssake the key is quickly found!"

Rathor grabbed Vathek and escorted him down to the dungeons. Leaving Cedric and Phobos completely alone. "Vathek an accused traitor aside, have we learned anything more about this warrior, this He-Man?" Phobos asked.

"There is nothing other than what we already know my prince." Cedric said to him. "But I have never seen a warrior like him before, and his sword it was empowered with powerful magic. Something about it seemed rather…familiar."

"Familiar?" Phobos asked.

"My prince I am uncertain but there is an old story about a castle in a distant realm. Said to contain the immense power of the universe itself, its name is Castle Grayskull, named after its former king who perished in battle long ago." Cedric said.

"Those are old stories Cedric, a fairy tale my parents told me long ago, there is nothing to suggest it is true." Phobos denied. "Regardless if the new Guardians have allied themselves with this He-Man then they pose a threat to my plans. Should you encounter him again, eliminate him permanently!"

Cedric smirked in the shadows at that prospect. "Yes my prince, however I do have a personal request." He slithered out of the shadows concealing his face. "All I ask is a chance to destroy the beast…" His face was revealed to be scarred caused by a certain Battle Cat who had left his mark. "…that did this to me!"

Phobos only smirked. "You shall have it."


Earth: Heatherfield:Silver Dragon:

While things looked grim in Meridian, things looked a lot more sunny and peaceful in Heatherfield. In the Silver Dragon restaurant Hay Lin was getting creative in fashion design. The floor was covered with fabrics and designs on paper. The model dummy sadly was Caleb.

Since being rescued from Phobos, the Guardians, Yan Lin and Adam decided it was best for the time being if Caleb lay low on Earth, as should Adam. So Hay Lin was hard at work on designing clothes for them, any excuse to show her creativity.

"Oh don't be such a grumpy puss you look really cool!" Hay Lin insisted while measuring Caleb. Said rebel leader was now in a blue sports shirt, a red cap with a white long sleeved shirt, brown cargo pants and black sneakers.

"I've lived in tents smaller than this!" Caleb complained. "Why am I wearing enough clothes for a hundred pound clown?!"

"Come on Caleb its not so bad." Called a voice, they looked over and saw that Adam was in an outfit of his own. He now had a white long sleeved cuffed shirt with blue jean pants and brown lace tied boots with a black belt with a yellow buckle.

"But I gotta ask what was up with the clothes we had before?" Adam then asked in guanine curiosity.

"Because your styling remember you guys need to blend in here." Hay Lin explained. "Besides Adam you'll be enrolling in our school tomorrow so you gotta act like a normal teenager instead of a warrior prince while your here."

"Hey I know how to be a teenager?" Adam questioned.

"Yeah in a royal palace in Eterina not an earth teenager." Hay Lin had to admit it was hard to argue the logic he knew about being himself in the Royal Palace but from his arrival on Earth it was clear he still had things to learn.

"Point taken." Adam admitted. So he put on his normal jacket from his Eternian attire and it seemed his look was complete. "Much better."

"I don't know Adam that jacket seems a lot in the shoulders." Hay Lin said. "Hey maybe if I cut the shoulders back.

"Ah ah ah. The jacket stays." Adam said.

"Okay its your fashion choice." Hay Lin said understanding.

"Hey unlike mr prince of Eternia I'm not supposed to be blending in here, I'm supposed to be battling Phobos in Meridian," Caleb reminded. "and finding the rightful heir to the Meridian throne, who's somewhere among your ridiculously dressed world."

However before Caleb could rant any more they saw what looked like needles and thread floating from Hay Lins kit and over to a corner of the room. It didn't take Adam long to deduce the source. Orko was using his magic on the sewing tools, he was making something. His hands swing and swayed as he was crafting.

"Ah its nearly finished." Orko said happily. The Trollan hovered over and pulled up what looked like some kind of cloak. With a twiddle of his fingers it glowed then hovered down.

"Orko?" Called a voice and they looked to Hay Lin, Adam and Caleb. "What are you doing with my sewing stuff?"

"Oh uh I was making something for Cringer, to help him blend in here." Orko explained to them.

"Dare I ask what?" Adam asked knowing Orko's magic did have a small tendency to go a little haywire.

"Its a concealment cloak of course just wear it and he'll blend in anywhere." Orko explained rather excited.

"But while Adam's in school Cringer has to stay here because I'm pretty sure the school doesn't allow big cats." Hay Lin explained.

"Do I have to stay here?" Cringer said rather sad he couldn't be with Adam while at school. Especially since Adam found him he's stuck with him like glue.

"Yeah but Cringer does stick to me like a glove especially ever since I found him years ago he was hurt and scared." Adam explained.

"Right so this'll help him watch." Orko said as he placed the cloak over a rather unwilling Cringer.

The cloak suddenly glowed and to everyone here it looks like it was about to work. Then suddenly it just floated upwards and went right under Cringer and then picked him up and started flying all over the place. Instead of a concealing cloak Orko had made a flying carpet.

"YIIIIIIKKKKEESSS!" Cringer cried as he held onto the flying cloak.

"Duck!" Adam cried as he, Hay Lin and Caleb ducked to the ground and Orko ducked down too.

"Yikes!" Orko yelped as he ducked.

Cringer and the cloak flew around and around the room like crazy and the big green tiger clung to it with his claws. However they started to tear the cloak with ripping sounds, and Cringer fell off the cloak which was torn to shreds. Cringer closed his eyes with his paws reading himself to hit the ground. Thankfully however he never hit the ground, he looked and saw a small wind tornado hovering under him. Cast by Hay Lin.

"I've got you Cringer." Hay Lin said calmly as she lowered him down to the ground safely.

"Whew thanks Hay Lin." Cringer thankful he had his paws back on solid ground.

Just then Yan Lin came into the basement to see what happened. "What happened here?" She asked.

"Oh uh just a little accident Orko tried to make a concealing cloak for Cringer but it was a flying carpet." Adam explained.

Orko held what was left of his creation. "Awww that should've worked but I goofed again." He said sadly.

"Oh its alright little guy, its the thought that counts." Hay Lin comforted.

"Y..your not mad?" Orko said surprised as normally he would be scolded by Man at Arms for fooling around.

"Of course not Orko, accidents happen but I would advise practicing your magic to get better control." Yan Lin advised then looked at Adam and Caleb.

"Oooo.. Adam, Caleb you're two major chunks." Yan Lin complimented.

"Uh its hunk Grandma." Hay Lin corrected. "But hey wait till you see Caleb in his goth outfit."

She gestured to a picture of clothes she designed for Caleb, it was a red shirt with dark goth like pants and boots. Adam was still confused by the clothing styles.

"I will never understand the clothe styles here?" Adam said confused.

"Ah you'll learn." Yan Lin said. "Now Adam seeing as how you'll be enrolling in the same school as the girls you'll need to come up with a last name."

"Last name?" Adam wondered.

"Yeah you need a last name for the registration." Hay Lin said. "Oh I know how about Adam Prince."

"But thats just my title behind my name?" Adam wondered.

"Okay uh well what about uh….oh I know how about Adam Gray." Hay Lin finally guessed.

"Hm Adam Gray I like the sound of that." Yan Lin said.

"Oh Gray as in Grayskull." Orko realised.

Adam was a little unsure about this whole last name thing, but the Sorceress did say that things on Earth would be different than Eternia. So he just needed to flow with it.

"Okay Adam Gray it is." Adam said shaking his head smiling. "But where do I stay?"

"Thats easy you and your friends will stay here with us." Yan Lin explained.

"But won't Mom and Dad question why Adam's here?" Hay Lin wondered. "I mean he could pass as one of Cornelia's relatives."

"Eh don't worry I told them an exchange student is starting tomorrow and I offered for him to stay with us." Yan Lin explained. "And thats Adam."

"Yeah thats all well and good but I can't command a rebellion dressed like a parachute." Caleb complained.

"Look I get it Caleb its frustrating, I mean my first day here I drew attention with Orko and Cringer, but the rules of Meridian or Eternia don't apply here so if Yan Lin says we need to blend in thats what we'll have to do. Besides snake face won't think to look for you here."

"Right, which is why me and the girls are taking Adam out later so he can get to see Heatherfield." Hay Lin said. "Oh and about blending in, we've gotta do something about that." She gestured to the Sword of Power which was laying on the camp bed where Adam was staying.

"Ah yeah its gonna be hard hiding that." Adam said picking it up.

"They don't allow weapons like this in school Adam even if we did say it was a prop." Hay Lin pointed out.

"She's right that thing will stick out like a sore thumb." Cringer agreed.

Adam looked at the sword and knew it wasn't possible to keep the sword with him while in school. If anything to keep his secret safe but at the same time he couldn't afford to be separated from it.

"Okay but its not like theres a way to conceal it?" Adam said but just as he said that suddenly the sword glowed in a golden light then it shifted its size to and retracted the blade. The light faded to reveal what appeared to be a small buckle like object in the colour of the sword and with the symbol of GraySkull on it. Everyone was very surprised by this development

"O…kay thats new." Adam said surprised, but he had an idea he placed it on the side of his belt and it clipped onto it. "But at least its less visible now."

"Ah I suspect The Sorceress knew you would need to conceal your weapon while you were here." Yan Lin realised, however she only just remembered something else. "Ah Caleb, where is your little Meridian friend?"

"His name is Blunk and he's not my friend." Caleb disagreed while Hay Lin measured him with a tape measure. "And you can bet wherever he is he's up to no good."


Meridian:

The kingdom village, was covered with the thorns from the castle and it looked more like a swamp in the lakes nearby. Meanwhile Blunk was indeed up to something. Seems he'd found another portal back to Meridian and before leaving had picked up a few things.

"Brilliant. Fruit. Delicacy." Blunk put on show a damp french fry while wearing a bra as a hat. The treasures he brought were actually random junk he'd found in the dumpsters on Earth. "Yes? And magic box of string. See? String never stop." Blunk showed off a video tape and pulled on the film inside.

Near his barrel stall, one of the local villagers stood quietly but then he looked to the Pasling. "I've no money, but my sister works in the castle and I have some valuable information." He said to Blunk.

The Pasling instantly took an interest as a good deal opportunity. "Trade for attractive earplugs?" Blunk pulled out some old corn on the cobs that had been half eaten and shoved them in his ears."

"Er, I'd rather have the hat." The villager said and Blunk simply took out the corn on the cobs out of his ears.


Earth: Heatherfield:

While on Earth the girls had picked up Adam from the Silver Dragon, and decided to show the Prince of Eternia around the city, at the same time they would educate him on how to be an earth teenager. They were also showing Will around the city as well given she was the new girl. Naturally their first stop was the Heatherfield mall.

"By the ancients, what kind of place is this?" Adam breathed amazed.

"This Adam is the most popular hang out of all teenagers the mall." Cornelia announced to him. "But Earth teen rule one don't say things like by the ancients or any other warrior prince stuff."

"Yeah and rule number two first impressions are important, so introducing yourself as a Royal prince aint gonna go here." Irma then said.

"Uh should I be taking notes?" Adam wondered.

"Hey take it from me fitting in is never an easy thing." Will said to him. "But if you think about it this'll be the perfect chance to become more familiar with each other."

"Look Adam just stick with us and you'll be an earth teen in no time." Hay Lin said.

The Prince of Eternia really didn't know what he was letting himself in for, but he needed to blend in so as to maintain his secret identity.

"Okay girls, start your teachings." Adam said to them.

"Great lets go!" Cornelia said pulling on his arm, he was in for a long afternoon.


For the remainder of the day Will, Cornelia, Hay Lin, Irma and Taranee showed the prince of Eternia how to live on Earth. First they introduced him to the looks and fashions of earth people, so Cornelia showed him a clothing store with different mens and women fashion. He had to admit Earth was getting weirder and weirder. Still it didn't stop Cornelia from buying him some hoodies in his colour and even a sports cap in red. Will was even shown some of the fashion clothes as well, so she knew exactly where to get good clothes.


Taranee then showed him a book store in the mall and some of the history of Earth. Namely the past in its wars and historical events. Luckily Adam studied Eternian history during his education and did find some of these events a little interesting. He was even interested in some of the rather colourful pop culture comic books and was either amazed or offended of how people saw magical creatures or warrior heroes.

"Hold on this is how magical creatures are represented here on Earth?" Adam wondered.

"Why are they different on Eternia?" Taranee asked.

"Yeah way different. For instance no dragon has five heads." Adam said pointing to a comic frame of a five headed dragon.


It was then Irma's turn and naturally she introduced him to music. So she took him to a music store to sample some of the music.

"Now to introduce you to what we like to call rock and roll!" Irma said placing a set of headphones on his head.

"How does wearing a head band help?" Adam wondered.

"No no their called headphones, its a way to listen to music in our ears." Irma explained to him. She pressed the music player and the music started playing.

He did find a liking to the rock music and some of the techno remix feel to some of the music too. "Whoa this is kinda loud?!" Adam called.

"Thats the idea." Irma said to him.

It took the Eternian Prince a while but he was beginning to get used to like these sounds and this kind of music. He even started tapping his foot in response to the music.

"Whoa this is kinda good, and wait what am I feeling now?" Adam asked.

"Your feeling the beat princey boy your feeling the beat!" Irma cheered to him.


Much later they left the mall and took Adam to another part of town. Namely the amusement peer on the far side of Heatherfield. Adam was all but captivated by the bright lights but looked amazed at the carnival games. Sure he'd been to some carnivals back in Eternia with his parents when he was young but he could see these games were very different to what he saw.

Will and Hay Lin then showed him some of the local delicacies. One of them being Pizza. They sat at a pizza outlet and they ordered a pepperoni pizza. Though he was a bit confused by the look of it cheese on bread.

"Cheese on bread?" Adam said confused. "But whats so great about that?"

"Don't knock it till you try it." Will suggested.

Adam not wanting to be rude decided to give it a try. So he picked up a piece of pizza with his hands, and then took a bite. He felt the taste surging through his mouth and tastebuds.

"Whoa! This is amazing!" Adam said as he continued to eat into it totally forgetting the royal edict. However he didn't notice the cheese dangling from his mouth and did tangle up in his hand. The girls just laughed and Adam did laugh with them.


The group even decided to try some of the Carnival games. Adam went straight for the Strongman game. He lifted the hammer up and the girls looked rather unsure. Adam just smirked though he wasn't He-Man he could easily do this.

With one slam he hit the paddle with the hammer and it instantly rang the bell. Which the girls were most impressed. Nearby there was some music playing and so Hay Lin had a dance to it and though Adam wasn't used to Earth dancing he decided to join in and they all enjoyed themselves.

The girls then dragged him away to see more of the carnival. However he then stumbled across a metal booth, which was actually a photo booth. So he peaked inside and couldn't find anything. Suddenly a flash appeared and nearly blinded him. It was only a matter of time before the rest of the girls came in and joined in a group photo with smiles and laughs all around.


Elsewhere:

Meanwhile Caleb, not wanting to be part of whatever the girls had in mind, decided to do some sight seeing of his own. He was walking around the city streets in the clothes Hay Lin gave him. He was minding his own business when suddenly some local teenagers on skateboards skated by.

"Hey, dude. 360 fakey ollie." One of the teens said as they skated round the corner and one of them did a jump over the stone bench.

"Like awesome dude!" Said the other teen.

Caleb was rather surprised, he still didn't understand this world or even how some things work. Seems like Adam he had a lot to learn about life on Earth.


Silver Dragon:

Later Caleb was back in the Silver Dragon basement, he was trying to adjust his cap on his clothes. Earlier Adam and the girls picked up Orko and Cringer for training. He wouldn't admit it but the clothes were starting to grow on him. Little did he know however he was being watched. Just as he took off his cap he noticed a shadow in the window. Quickly he ducked and picked up a broom and snuck up to the window.

Using the broom he removed the catch on the window and tumbling into the basement, and into a box was none other. Than Blunk who leaped from the box and took up a pretend fighting stance.

"YOU!" Caleb exclaimed.

"Uh fruit?" Blunk asked as he pulled out a french frie before he ate it.

"How did you know I was here?" Caleb demanded pointing the broom at Blunk. Who was too busy eating the frie.

"Blunk know lots." Blunk said licking his fingers. "Blunk know big secret. Sell Caleb secret." He rubbed his fingers in a hinting way.

Caleb however wasn't interested in buying this secret he pinned the Passling to the wall with the end of the broom and glared.

Blunk could see he was in no mood to bargain. "OK. Secret free." He conceded. "Vathek in trouble. Missing key. Big trouble!"

This made the rebel leader confused. "The manacle key? That's impossible." Caleb said remembering his escape with He-Man and the Guardians. However for a moment he leaped off Battle Cat and hid the manacle key in the brickwork. "I put it in the hiding place like we agreed so Vathek could recover it after I left."

He wondered how this could've happened, what could've gone wrong? Then suddenly it dawns on him just as Blunk was sneaking out the window. The rebel leader grabbed the pasling by the leg and shook him up and down. Tumbling out of Blunks pockets were all sorts of junk, however one piece caught his eye. It was the manacle key.

"Heh, not missing now. Finder fee?" Blunk stuttered innocently.

"You took the key?!" Caleb exclaimed.

"Okay bad decision." Blunk admitted as Caleb let him go and hit the ground. He then picked up the key and looked rather panicked.

"Vathek saved my life. If I don't return this, he's a goner." Caleb realised that by now the guards have realised the key is gone, and he knew what awaited Vathek. He knew he couldn't wait for the Guardians or He-Man, he would have to do this himself.

However he was being observed, unknowingly by a certain magic mirror that still hung from the wall. Briefly appearing was an image of the Sorceress, she knew the rebel leader would do something foolish.


Meanwhile: Shell Beach:

Elsewhere the girls, Adam, Orko and Cringer were all gathered in a small cave. However two members of the party weren't too happy about their surroundings namely a bespectacled guardian and a certain green and orange cat.

"Oooo, di…did we really have to..c..c..come in here!" Cringer shook.

"I, hear you Cringer I wish I was at home." Taranee shook also. "It'd be warmer and…." Suddenly some bats flew out of the cave spooking Taranee and Cringer just hid behind some rocks. "…not bat-infested."

Hay Lin however had a different feeling. "I'm starving. I wish I had a big, sugary donut."

"But you downed nearly a whole load of that cotton candy stuff at the peer." Adam pointed out. "Also why did it taste like pure sugar?"

"Thats how most foods are Adam especially the sweets, you don't have that kind of stuff in Eternia?" Irma asked.

"Well no, but the cook knows how to make a mean cake every time someone has a birthday or celebration." Adam said recalling the times the royal chef, made cakes for every birthday or celebration the royal family ever had. Even the Masters had some cakes made for them as well.

"Oh yeah I remember, I even tried to cook once but well, my magic made more of a mess than a cake." Orko admitted.

"Hey Orko how come your magic sometimes doesn't work?" Hay Lin asked.

"Well because its a different world, back in the dimension I come from Trolla, all my magic worked. But here I goof sometimes." Orko said with a sad sigh. "You know sometimes I feel worthless."

"Ooo don't think that Orko, remember when we helped He-Man against Phobos your magic helped save the day so don't let anyone call you worthless." Hay Lin told him.

"Aw thanks Hay Lin." Orko said.

Cringer shivered as he came out of his hiding place and stuck close to Taranee. "A..are the bats gone?" He asked.

"Yeah, and we.. we're sure bats are more afraid of us then we are of them right?" Taranee asked.

"In yours and Cringers case, Taranee, I think it may be a toss-up." Cornelia said.

"Hey enough of bats and doughnuts its time for magic practice." Will called them to attention.

"Okay but why am I here again?" Adam asked.

"Well you did say you'd help train us Adam, plus we didn't really get chance to see much of He-Mans abilities during our fight with Phobos." Will explained.

"Yeah same goes for Battle Cat." Irma said but Cringer didn't like where this was going.

Adam had to admit she did have a point, if he was going to help the Guardians he should at least show them what he can do as He-Man. Plus he remembered his father once said that a king much less a warrior should lead by example. Especially during his diplomatic mission with his father and Man at Arms to resolve a conflict between the Callagars and the Spalians.

"Okay I guess a teacher must lead by example." Adam said.

"Great so are you guys ready to jam?!" Will said to everyone.

"Oh jam doughnuts!" Hay Lin said happily.

"Sush!" Will said as she pulled out The Heart of Kandrakar, likewise Adam took the buckle of his belt and by focusing it reassumed its true form as the Sword of Power.

"GUARDIANS UNITE!" Will declared. The Heart surged with power and soon the guardians were encased in orbs of energy blinding Orko and Cringer.

Then it was Adams turn, he held up his sword. "BY THE POWER OF GRAYSKULL!"

The sword hilt unlocked and twisted and from Eternia energy surged from Castle Grayskull and struck the sword. The girls after one magical transformation had one by one assumed their identities as W.I.T.C.H.

"The Heart!" Will called.

"Water!" Irma exclaimed.

"Fire!" Taranee exclaimed.

"Earth!" Cornelia exclaimed.

"Hehe Air!" Hay Lin giggled.

Energy surged all around Adam as the sword of power grew larger he lowered it in front of him. "I…HAVE….THE POWER!" He proclaimed in a deep voice as a gauntlet appeared on his wrist and likewise his other wrist as his muscles and size grew, barbarian furs appeared as a silver belt, harness and symbol of Grayskull appeared. One magical transformation later he was fully transformed as He-Man.

"Oh oh this looks like dd…double trouble!" Cringer stuttered as he knew what was coming. With one point of the sword energy surged and hit Cringer transforming him into Battle Cat with an ear splitting roar.

The group stood together fully transformed and Orko was very impressed with what he saw and all but clapped his hands. "Oh yeah now we look like a team!"

Hay Lin excitedly shot up into the air and flew around at great speed. She skimmed across the water giggling excitedly. "Hay Lin come down here please." He-Man called.

Hay Lin joined her fellow Guardians on the ground. "Show off." Irma grumbled.

"Okay guys I don't know much but what I do know I can pass to you just as Man at Arms and Teela taught me." He-Man said. "For starters you may have power but it'll be useless if you don't focus it."

"But I don't have any powers like the others do?" Will wondered. "How does that help?"

"You may not have powers Will but you do have flight and strength, and its a good idea to act on your natural gifts." He-Man explained. "For example Meka-Neck has his extending neck and while he thought he was useless it proved useful the first time we fought Count Marzo. Powers or no you do have natural abilities all it takes is belief."

"So lets get started." He-Man said.


Soon everyone was gathered together as Battle Cat and Orko sat/hovered at the side He-Man stood with the Guardians.

"Okay first lets see what you can do." He-Man said remembering from the training sessions he (as Prince Adam) Had with Teela and Man at Arms. "Taranee, you're up first."

Taranee gulped as she stepped forwards and tried to produce a small fire ball in her hands however it dropped into the sand and puffed up in smoke right in her face.

"Aw nuts." She groaned.

"Don't be discouraged Taranee." He-Man said assuringly then Orko floated in.

"Yeah Miss Lin said your afraid of fire right?" Orko asked.

"Yeah ever since I was little." Taranee explained.

"Hey its okay to be scared, but you have the power and its yours to control." Orko said. "Its all about belief, watch."

Orko cupped his hands together and focused his magic and generated a small magical flame in his hands. "Now you try." Taranee nodded and stayed calm, she focused her powers and she generated a fire ball in her hands. It was much more controlled.

"Hey you did it!" Orko cheered.

He-Man smiled at that as did Will and the others. "Okay, Hay Lin you next." He-Man said to her.

"Okay here we go!" Hay Lin generated rather large tornadoes in her hands then tossed them towards He-Man and Battle Cat. "Wahoo!"

He-Man quickly dodged out of the way and Hay Lin was just having fun with her powers. However suddenly it got slightly out of control the girls quickly ducked out of the way. He-Man quickly slapped his hands together which created a large gust which dispelled the tornadoes.

Hay Lin breathed a sigh of relief when it stopped. "Whew thanks He-Man, I don't know what happened."

"You got too excited and lost control." He-Man explained. "Hay Lin I know your enthusiastic about this but you need to focus in order to control your powers."

"He's right Hay Lin, our powers are useless if you don't stay calm and focus." Will then agreed.

"Okay okay calm and focus." Hay Lin said as she tried again. She focused her powers calmly and it gathered in a small ball of air then with one breath she stretched her arms and the orb became a wave of air that blasted He-Man back ever so slightly.

"Wow I did it!" Hay Lin cheered!"

"Exactly its all about focus." He-Man said remembering his lessons from Man at Arms.

He then turned to the Earth Guardian. "Okay Cornelia its your turn."

"Uh one problem muscles, theres no plants or dirt here I can't use my powers." Cornelia protested.

"Its okay Cornelia your powers aren't confined to dirt and plants, its the very ground below your feet." Orko explained. "You have a connection to nature."

"He's right, much like you MossMan has a connection to the very nature of Eternia, so you have a connection to the Earth." He-Man agreed. "So concentrate."

Cornelia sighed as she took a breath and concentrated on the ground below her, so far there was nothing. When suddenly the very sand around her began to rise from the ground then solidify into solid rocks.

"Ah!" Cornelia said surprised.

"You did it!" Orko cheered.

"Naturally, I wonder what else I can do?" Cornelia wondered.

"Well lets see." He-Man out of nowhere picked up a large boulder from the cliffside using his strength which all but surprised the Guardians, they knew He-Man was strong but strong enough to crack a mountain?!

"Heads up!" He tossed the rock towards Cornelia who was taken completely by surprise. She held her hands out and closed her eyes. Somehow the impact never came, she opened her eyes and saw the rock floating in place, she was holding it there.

"Whoa." Cornelia breathed, then she had an idea with a simple snap of her fingers the rock suddenly turned to sand and the sand gathered and formed a rock below.

"Cool but why did you do that?" Cornelia asked.

"The very first thing Man at Arms taught me and Teela was to be able to react and respond." He-Man explained. "In a fight your enemies are going to pull surprises out of nowhere, you need to be prepared to react."

"Oh I get it." Hay Lin realised.

"Oh and heres an idea, Irma, Hay Lin try combining your powers." Orko pointed out.

"Huh why?" Irma asked.

"Because if you combine your magic abilities you can create even more powerful attacks." The Trollan explained.

"He's right individually you powers are strong, but together you'll be even more powerful." He-Man agreed. "Which is where teamwork is vital, if you learn to work together no one can defeat you."

"He-Mans right so lets start working together, Hay Lin you've got air and Irma's got water what does that make?" Will hinted.

Hay Lin and Irma looked at each other with the same realisation they nodded. With that Irma fired a current of water from her hand and Hay Lin fired a current of super cold air. The two streams combined and they made a blast of ice which froze the water around them.

"Whoa, talk about ice cold." Irma said surprised.

Will then turned to Taranee and Cornelia. "Cornelia Taranee your next fire and earth."

Cornelia focused her powers to gather the sand from below her feet, as a tornado. Taranee then fired a blast of fire through the sand and within a few minutes it turned the sand into.

"Wow glass." Cornelia said as the glass mound crashed to the ground.

"Perfect for restraining someone." Orko realised.

"You know I'm already jealous why don't I have any powers?" Will said a little frustrated. Then an understanding hand was on her shoulder it was from He-Man.

"Will, remember what I said, just because you have no powers doesn't mean your not useless." He-Man told her. "You have flight and are strong you can rely on your natural abilities." He then looked to the other Guardians. "The same can be said to all of you, you must learn to rely on your own abilities you can't always rely on your powers to save you. So let me teach you some tricks I learned from Teela."


Sometime later the girls were practicing fighting moves. Orko used his magic to animate some stones as golems. Battle Cat watched from afar.

"Now remember rely on your natural abilities." He-Man called.

Orko animated the stone puppets to attack. Will and the girls ducked out of the way and went in different directions. Will attacked first sliding under the legs of the other golems, then tried to perform a flying kick to the golems head which did knock it back.

"Remember work together." He-Man called. "Come on Will, you got this." He said to himself.

"Cornelia, Hay Lin get behind him!" Will called. "Keep him guessing!"

Cornelia and Hay Lin flew in and snuck behind the golem. The golem tried to hit Hay Lin first but he missed her as she dodged to the side. Cornelia then leaped onto its back then grabbed him by the wrist and tossed him to the side. Which was met by Irma throwing a flying round house kick to its head sending it flying.

"Wow we are strong!" Irma said.

"Taranee, with me!" Will called. She and Taranee ran to the Golem and then slid under it and then both threw a punch to its jaw knocking it back.

"Yeah we bad!" Taranee exclaimed.

Suddenly the golem slammed the ground and the earth quake sent the guardians flying into the air and slammed onto the ground. Orko ceased his puppet show as the golem turned back into simple rocks.

"Oh uh sorry girls I guess I got a little carried away." Orko apologised.

"You think!" Cornelia said blowing her hair out of the way.

"Actually Orko did a good job." He-Man said. "You all got careless and cocky not to mention you forgot to be observant." He said helping the girls to their feet. "You need to be mindful of your surroundings."

"Right." Will said a little sad.

"Aw don't look so down, you can't expect to get it on the first try." Orko comforted them. "I mean Adams had many times he couldn't get it right."

"He's not wrong, in combat training I would sometimes get it wrong a couple of times and pay the price for it." He-Man admitted. "Teela hits hard."

"Wow she really taught you a lot." Will said.

"Yeah like father like daughter she and I learned from him when we were kids." He-Man said.

"We'd really like to meet her sometime." Hay Lin suggested.

"Maybe someday." He-Man chuckled. "But remember you need to focus and work together."

The girls nodded at that notion, then Irma went over to the rock ledge and stepped up. "Oh yeah, well check this out." Irma said as she starts using her powers on the water in the sea a large pool of water appeared in the air.

"I give you…." Irma started modelling the water into something and it turned out to be.. "Cornelia."

The water modelled itself into Cornelia's head, everyone was very impressed. Especially Orko. Battle Cat gave an impressed growl at this. However Cornelia wasn't very impressed particularly by the shape of its nose.

"Thanks for the nose." She said a little offended.

"Fine…Cornelia with a broken nose." Irma corrected.

Everyone gave a round of applause, as did Orko while Cornelia just looked away sulking. "Bravo Irma it took me forever to figure out how to do that with my magic." Orko complimented.

"Thank you thank you very much." Irma bowed doing an Elvis impression.

However her joy was short lived as she lost concentration and the water simply turned into a puddle which exploded sea water, crabs seaweed and other creatures all over everyone. The girls screamed and shrieked as water hit them and they were avoiding the sea creatures.

"IRMA!" Cornelia exclaimed as water hit her on the head. Battle Cat roared as he got dunked on by some rain while Orko quickly floated out of the way and put up a magic shield.

Taranee got the worst of it as the water that fell on her was full of sea creatures. "AHH CRABS!" She shrieked and she had crabs on her hair and even a small starfish stuck to her glasses.

The water died down and Irma looked rather sheepishly at everyone else. "Uh ooops." she said.

He-Man picked some seaweed off his head and pinched the bridge of his nose. "Oh…we've got a long way to go." He sighed.

Suddenly everyone present was brought to attention. "He-Man, Guardians!" Everyone shot up as they heard a voice in their heads.

"Whoa! What was that?!" Will said surprised.

"Its the Sorceress she must be contacting us telepathically from the magic mirror." He-Man realised. "Whats wrong?" He then asked.

"You all must return to the Silver Dragon at once something is gravely wrong." The Sorceress explained. This left everyone very worried what could've happened at the restaurant. Hay Lin was worried the most did something happen to her grandma?


Later:

The night fell over the city which lit up with bright lights. However wasting no time the Guardians and He-Man now reverted to their normal forms of their earth identities, Prince Adam and Battle Cat. Orko, the girls and Adam managed to conceal Cringer by gathering around him.

They quickly arrived back at the Silver Dragon. "Come on guys somethings wrong do you think Grandmas okay?"Hay Lin said worried.

"Hay Lin calm down whatever this emergency is I'm sure she's okay." Will assured.

Just then Taranee suddenly felt something running down her back. She shrieked in shock. "Ah theres something down the back of my neck!"

Orko hovered over to take a look he pulled back her shirt collar and noticed something. "Uh promise not to scream if I tell you what it is?" He said.

"Nuh uh!" Taranee shook her head.

"Oh well its just a hair." Orko actually pulled out a small eel creature that Cringer just ate in his mouth which he enjoyed.

Hay Lin managed to open the door to the restaurant quickly. "Grandma! Grandma!" She called as everyone came into the restaurant.

All seemed silent. "Girls, Adam!" They looked and saw Yan Lin coming into the restaurant from the back.

"Grandma the Sorceress contacted us is something wrong are you okay?" Hay Lin asked.

"Oh don't worry Hay Lin I am okay, but have some terrible news." Yan Lin said rather worried herself.

"So if your not in trouble then what is it?" Adam wondered.

"Yeah was that eel down Taranee's neck poisonous?" Orko asked.

"Uh what eel?" Taranee wondered.

"The Sorceress warned me that Caleb is gone, I'm afraid he may've returned to Meridian." Yan Lin explained much to everyones horror.

"What!" Everyone gasped.

"But I don't get it why would Caleb go back after we saved him from that bully Phobos?" Orko wondered.

Everyone knew that Caleb would want to go back eventually but without telling them why? While everyone talked Cringer suddenly sniffed something from his nose. He'd caught a rather smelly scent, being curious he went to take a look.

Irma suddenly noticed. "Hey Cringer!" She called and they followed the green tiger to the back room. They found him scratching on the door.

"I can smell something coming from in there." Cringer said.

So Will opened the door and switched on the lights in the store room and with Cringer leading they headed inside. It was then they heard the sound of buzzing flies and Will caught wind of the scent Cringer had picked up.

"What's that smell?" Will sniffed. They looked around and Cringer had found the source of the smell. It was coming from a pile of discarded clothes that used to belong to a certain Passling.

"Heres the smell." Cringer said cringing at the very smell.

"Pee yooo what could make that smell!" Orko cringed.

"The last time I smelled that my french fries went missing." Irma wondered having smelt it when she was having some french fries only for them to suddenly disappear when she had her back turned.

Then suddenly they realised what could smell and steal useless junk? "Blunk!" They realised.

"But why would he come here?" Orko wondered. "I mean I thought Caleb didn't like him?"

"Hey Orko no one likes him but he's gotta go somewhere." Taranee said.

Adam began to wonder something. "I'm gonna go out on a limb here and say Blunk knew something that made him go back to Meridian."

"Then we better find out what." Will decided. "But quick question how do we find the stinky little guy?"

Irma suddenly had an idea. "Oh I think I know where to find the little troll. Uh, we'll need to be magic pixies again. Sorry, Guardians." Irma said snapping her fingers. "Oh and we'll need He-Man and Battle Cat too."

Cringer really didn't like the fact he'd have to be Battle Cat again let alone go to Meridian. "Oh n..not again."

"Sorry Cringer but she has a point Battle Cat has a better nose for tracking." Adam agreed as he drew his sword and Will pulled out the heart.

"Oh oh please can't we sit this out maybe Caleb will be back soon." Cringer said with a shake in his voice.

"Yeah I'm with Cringer I was kinda hoping we wouldn't have to do this again tonight." Taranee agreed.

The heart began to surge with energy as Adam raised his sword in the air. "Forget about it. Where we're going there are no bats, no eels, no crabs." Irma assured the two of them.

"Thats easy for you to say." Cringer grumbled.

The heart began transforming the girls while Adam said his own magic words. "BY THE POWER OF GRAYSKULL!" Shooting down into the Silver Dragon was a bolt of lightning which completely illuminated the basement along with a bright pink light.


Moments later He-Man rode Battle Cat as he leaped from roof top to rooftop following the scent from Blunks old clothing. The Guardians flew high in the air but kept out of sight from the people walking below.

Soon they arrived at a deserted back alley, the rats scurried away as Battle Cat leaped down from above slamming to the ground. The Guardians soon followed but Taranee didn't like her surroundings at all given she landed on some gum now stuck on her shoe.

"Gah okay just what exactly do you guys have against dry warm places?" She said infuriated.

"Sorry Taranee." Orko apologised. Battle Cat sniffed around for any trace of the Passling, when suddenly everyone heard a sound of crashing in one of the nearby dumpsters.

"Woo-hoo! Treasures. Oh, yes, yes!" A voice cheered as trash fell out. Battle Cat snarled as it seemed to He-Man they found what or rather who they were looking for. He pointed Will in the direction of the dumpster.

Will nodded and looked to Taranee. "Light please."

Taranee fired a fire ball at the dumpster illuminating it to the other Guardians. Popping out of it moments later was Blunk. "Guardians! He-Man!" He gasped. However he was more focused on the growling big armoured cat in front of him.

"GAHHH! Hungry cat!" Blunk screamed.

"Easy big cat." He-Man said to Battle Cat. However Hay Lin was more focused on the Passlings new found attire.

"What is he wearing?" Hay Lin gasped already knowing the answer.

"Hey aren't those the clothes you made for Caleb, Hay Lin?" Orko wondered but Hay Lin was too ticked off to answer that question.

"Oh, sweet. Blunt styling." Blunk answered as he was indeed wearing the clothes Hay Lin made for Caleb as he sported his cap.

"Blunk theres no time for this where's Caleb?" He-Man asked.

"Back in Meridian, through open portal." Blunk shrugged.

"Where's the portal take us to it!" He-Man then said.

"Gah! No, no! Portal secret." Blunk protested.

"You showed Caleb where it was?" Will reminded him.

"He pay. Tight threads." Blunk explained showing off his new attire.

"Just how do you know where the portals are anyway?!" Orko wondered. "I've been trying to sense these things since our last visit to Meridian."

"Blunk always know. Blunk a Passling. Passlings can smell." Blunk said pointing to his nose.

"Eugh! Boy, is that an understatement." Taranee said waving her hand in front of her nose to cast away the smell from the dumpster.

"It is true, I remember from my studies back on Eternia that Passlings have a keen sense of smell when it comes to magic." He-Man recalled from his studies when he was a younger Prince Adam.

"Oh yeah because like us Trollans some Passlings travel between worlds hence their keen sense for smelling out portals." Orko remembered from the books in Castle Grayskull. He floated next to Blunk.

"Yes yes." Blunk agreed. "Smelling portals good for smuggler, yes? If Blunk show. Girls and He-Man Close!"

"We have to close it or evil oozes through." Will reminded the Passling.

"It's like putting the cap on the toothpaste." Irma said to the smelly Passling but just chuckled a little. "What am I saying? You obviously never used toothpaste in your life!"

"Blunk, Caleb returned to Meridian for a reason, if Phobos is looking for him he could be in great danger." He-Man told him. "You must show us where the portal is."

Hay Lin however had more pressing matters on her mind. "I CAN'T BELIVE YOUR WEARING THOSE CLOTHES!" This outburst took everyone completely by surprise.

"Blunk got it goin' on." Blunk said as he was taking a liking to his new look. But Hay Lin wasn't having it.

"Oh, no. Blunk got it comin' off. I need those for Caleb. If I find him, he's going to wish Phobos found him first!" Hay Lin exclaimed. "So unless you want to be Battle Cats lunch tell us where the portal is!"

Blunk looked to a growling Battle Cat and he screamed ducked into the dumpster out of a hole and made a run for it. "AFTER HIM!" Hay Lin exclaimed. Orko quickly flew after the Passling with everyone else close behind.

Blunk swerved round a corner and Orko flew round the corner to see the Passling jumping into a sewer grate then a large flash of light appeared.

"Huh?!" Orko gasped and when he hovered over he found a crack of energy which he could guess was one thing. "Guys guys its the portal!"

The Guardians, He-Man and Battle Cat arrived on the scene, they saw Orko had indeed found a new portal. The one that Blunk showed Caleb. "The portals in the sewer grate." He-Man realised. "Clever."

"Ohhh gross!" Cornelia gagged. "As if ending up in a swamp wasn't bad enough the first time!"

"Great! First Bat caves, I get covered in crabs and fish, sent to a rat-infested alley and now I'm diving into a sewer!" Taranee groaned in dismay.

Battle Cat simply stroked his head against Taranee to comfort her. Before everyone dived into the portal, He-Man and Battle Cat went in first followed by Hay Lin, Cornelia, Will, Irma and finally Taranee.


Meridian:

When they emerged on the other side they found themselves in what looked like a mountain area. It wasn't too far away from the village that lay in the distance.

"Hey why is it always dark here?" Cornelia wondered.

"Different time zones. Evil's five hours ahead of us." Irma joked.

"Looks like theres a village ahead." Orko called.

"Where's Blunk now?" He-Man wondered, he got his answer when Battle Cat sniffed the air and suddenly caught his scent. He growled in the direction ahead, then Hay Lin saw what he was looking at.

"The little green rat is going that way." Hay Lin pointed. "Hey! That's four hundred length silk. Quit dragging the sleeves!" She called.

Blunk was running down the rocky hills and rocks as fast as he could. However he wasn't fast enough to outrun Battle Cat, as the beast ran down the mountain much faster and caught the Passlings shirt in its jaw. The other Guardians joined them as Battle Cat sat down with Blunk dangling from his mouth. He-Man dismounted as Hay Lin came up.

"Good boy Battle Cat." Hay Lin said scratching the back of his ears.

Will looked to the village and the demonic castle that lay in the distance. This was the last place any of them wanted to be again any time soon. He-Man could see the capture and prison she went through was still fresh in her mind. He would be lying if he wasn't too fond of his capture as Prince Adam either.

"I really thought we wouldn't be coming here again any time soon." Will breathed.

"True but where evil thrives good must rise to meet it." He-Man said. "But we can't be seen nor afford to draw attention to ourselves."

"When your right your right. The wings and sword do draw attention." Will agreed.

"Yep we're gonna need a disguise." Irma agreed.

"Great so where the heck are we gonna find a disguise?" Cornelia asked.

"Lets check the village." He-Man suggested.

"Oh Battle Cat you better stay away till we call for you, we'll draw less attention that way." Will Cat nodded growling and so the group with Blunk and Orko in tow headed into the village.


In the village the rain started pouring down from the sky as the lightning flashed in the night sky. Down in the village Caleb was in his rebel attire hiding in one of the arches keeping an eye out for any patrols. Suddenly he got a shock when out of nowhere his friend Aldarn appeared.

"Aldarn, you gave me a heck of a scare." Caleb gasped.

"Sorry, Caleb. Been out looking for you everywhere." Aldarn apologised. They heard a shireking in the air as beasts combed the skies. "You really picked a bad time to come back they cracked down hard, more guards and more patrols."

"Didn't really have much choice my friend." Caleb shrugged.

"So is it true, you've really been through the veil, whats it like on the other side?" Aldarn then asked with interest.

"Well its different thats for sure." Caleb explained. "The teenagers stand on little boards with wheels and do 360 fakey ollies. Oh yeah, and they say "like" in the middle of sentences for no reason."

"It sounds…good!" Aldarn said impressed.

"Oh and get this theres someone from another world called Eternia, the stories about Castle Grayskull may not be so made up as we thought." Caleb added.

"Grayskull! It..its real!" Aldarn said amazed.

"Well seeing a warrior with its power is evidence enough haven't seen the castle but for now thats all I need." Caleb explained.


The Castle:

Deep within the dark sanctuary of castle dungeons Vathek sat in the isolation of his cell. Rathor however couldn't help but enjoy his suffering. For good reason, the castle had been searched with a fine tooth comb but there was still no sign of a certain key.

"In two hours, if the key's not found, I'll have your job. And you'll have a one-way trip to The Abyss Of Shadows." Rathor cackled with pride.

"Rathor, I would never betray Phobos you know this! You've been after my post since from the very start, isn't captain of the guard enough!" Vathek exclaimed.

"Save the bravado its too late for that Vathek, I unlike you are loyal to the Prince." Rathor snapped back. "I will help him restore Meridian to glory!"

"But he's not the true heir to the throne! The princess is your loyalty should be to her not to Phobos, the people suffer under him, do you even see the people. Because I do Meridian is nothing more but a desolate land." Vathek protested.

"Its a desolate land because of the rebels!" Rathor argued back. "Their pathetic ideals have turned it into the wasteland it has become. They are the cause and Phobos is the solution." He then glared Vathek straight in the eye. "And soon you shall see what happens to rebels who defy the Prince's will, as for the princess she is still unfound and from what I've heard it will remain that way."

Rathor just cackled as he stood guard over the cell. Vathek just slumped back into solemn silence, his fate had all but been sealed only a miracle could help him now.


The Village:

Back in the village the Guardians, He-Man, Blunk and Orko were trying to bargain for some cloaks as a way of concealment. However the stall owner wasn't easy to negotiate with. That and they had no money.

"Gah! No money, no cloaks." The stall owner simply said.

Blunk decided to bargain with the man. "Candy on string. Trade?" The candy on a string was actually an old tea bag he placed on the stall.

However the owner didn't look very interested in whatever the Passling had to sell/trade. Blunk could see that and so he just ate the tea bag.

"No trades!" The stall owner exclaimed.

"My friend I understand we have no money, and times are hard but my companions and I need the protection these cloaks can provide." He-Man tried.

"No deal! I already got stuck today with a cartload of wet firewood I can't burn." The Stall owner vented gesturing to damp fire wood.

However this gave Will an idea. " Will you give us the cloaks if we dry it out for you?"

"Humph what are you the sun?" The stall owner scoffed.

"My good sir prepare to be amazed!" Orko said as he floated over.

"And what are you a jester?" The stall owner said.

Orko found that insulting but he just let it slip. "I happen to be a magician observe!" Orko held his hands out to perform magic. "Its very dark its very dull lets shine a little sun!"

In his hands a small ball of sunlight emerged and beamed over the wood. Only for it to turn into some storm clouds which rained all over the wood. The stall owner was not very impressed.

"Oh uh well guess I got my spells crossed." Orko tried rather nervously.

"You got your spells crossed! Why you…" The stall owner was about to lose it.

"Ah ah Orko maybe I should take this one." Taranee offered so she extended her hand and used her power over fire to heat up the wood and dry it up.

The stall owner looked at the wood and was surprised to find it completely dry. "Oh well I..I also have some wet laundry to dry."

Taranee wasn't very keen on that neither was Will so He-Man stepped in. "Sir we dried your wood would you please provide us with the cloaks." He said politely. Moments later they had the cloaks they needed despite them itching a little. However little did they realise they were about to head straight into trouble.


Not too far away Caleb and Aldarn walked through the rain discussing the current matter at hand. "Aldarn, There's something I need to return to the castle. If we don't Vathek will be in trouble." Caleb explained.

"Uh, uh. Impossible." Aldarn disagreed. "The guards and sentry have been tripled since our break in and your escape. To get inside you need the Guardians of the Veil or even this new rebel they call He-Man."

"Its Vathek, if we don't get in he could be bound for the Abyss of Shadows." Caleb argued. Just then said Guardians and Champion of Grayskull appeared and crashed into Caleb as they were running from something. Orko and Blunk caught up.

"Caleb!" He-Man said surprised.

"What are you doing here?!" Caleb exclaimed.

"Never mind that why aren't you wearing these clothes!" Hay Lin exclaimed still hurt from her clothes being with Blunk.

Aldarn helped Cornelia to her feet. "Hi. My name is, like, Aldarn. Would you like to, like, do a 360 fakey ollie with me, some time?" He tried some of the speech his friend heard on Earth.

"What?" Cornelia said confused.

"I don't want you here. I can take care of myself!" Caleb exclaimed to the group.

"Thats obvious." Will said. "What are you even doing here Caleb! Your supposed to be hiding out on Earth?!"

"I know that but in case you haven't noticed theres a war going onto free this world!" Caleb argued. "I wouldn't even be here if he hadn't stolen this key." Caleb revealed said key as he glared at Blunk who scurried away.

"Wait. You're telling us this is all the stink-monkey's fault?" Irma said surprised and frustrated.

"Well duh!" Caleb replied.

"Then you should've told us, we could've helped." He-Man said to the rebel leader.

"Yeah like I need the Guardians of the Veil or the so called Champion of Grayskull to solve all my problems!" Caleb argued. "I can handle myself."

"Caleb its never a sign of weakness to ask for help your not fighting this war alone anymore." He-Man argued back. "Just tell us why you came back to Meridian, whats so important about the key?"

"The importance is that a good friend of mine who's risking his life for the rebellion to gather intelligence could be in grave danger if I don't return it." Caleb explained.

"Then we'll help, we can find a way into the castle and return the key." Will said.

Suddenly Aldarn realised something. "Hold on did you say Guardians of the Veil and th..Champion of Grayskull, this is He-Man!" Aldarn said surprised.

"Your darn right they are!" Orko said floating in.

"Wha.. a Trollan!" Aldarn said surprised.

"Never mind him." Caleb said. "Why were you running?"

"We were kinda running from them." Taranee explained as running behind them was a castle guard with two more behind him. Armed with swords.

"You seven get back here!" Called the guards.

"Caleb run!" Aldarn warned as he took cover. However The Rebel Leader stayed calm as he simply smirked to the guard approaching.

"Um, officer? Uh, what size shoe do you wear?" Caleb simply cracked.

"You. Where are your papers?" The Guard yelled.

"We don't have any." Will said as she and the Guardians lowered their hoods. "But we'd be happy to give you our own hall passes!"

"Guardians!" The guard exclaimed. The three of them readied their swords and charged forwards however the other cloaked stranger stepped forwards and then drew his sword and with one slash a massive energy wave sent them hurdling back.

The guards were taken completely by surprise then the stranger removed his hood to reveal himself. As He-Man.

"Its him!" One guard said.

"Its the rebel called He-Man!" Another said.

"Good his head is mine!" The third guard yelled as he charged forwards to strike the Champion. Only for Taranee to fly up and unleash a fire blast on the guards sword, burning his hands as he dropped it. The sword then simply melted to liquid metal.

This opened the way for He-Man to deliver a punch straight to the guards face sending him crashing into a stall. The other two guards attacked with swords, only to be lifted into the air by a sudden gust of wind caused by Hay Lin using her air powers. One was sent flying into the floor, while the other was spun round on a spin. Orko flew in and pulled from his robe a rope which he quickly tied round the guard as he span in the air.

"Hah thats what I call spin cycle!" Orko cheered.

The other guards tried to get up but suddenly heard a growl behind them as leaping in and pinning them to the ground was Battle Cat. He snarled at the two guards showing them his saber teeth. The guards were paralysed with fear.

"What a fearsome beast!" Aldarn said amazed when he saw the Mighty Battle Cat.

"I know I thought the same thing." Caleb said. "We'll tie these guys up and hide them. We've got to get inside the castle or Vathek's a dead man."

"And how do we do that, we can't go in the way we did last time." Taranee asked.

"Hey I have an idea." Orko called getting everyones attention. He pointed to a cart full of hay and a horse that was connected to it.

"Good thinking Orko, we can use the old Trojan horse trick." Will realised.

"The what?" Aldarn asked.

"It is new to me too my friend, but I do see where Will and Orko are going with this." He-Man realised as he saw one of the guards had just what he needed.


As the rain thundered down a horse and cart full of hay was pulling up to the draw bridge of the castle. A guard at the bridge halted them before they could cross.

"State your business." The Guard asked.

"Hay for Prince Phobos horses." Said the other guard who was really He-Man disguised in the guards uniform from earlier. Hiding within the hay was Orko, The Guardians, Caleb and Battle Cat who were well concealed.

The guard eyed the horse and cart for a moment then the guard accompanying it. All seemed to be in order. "Very well proceed." So he stepped aside and let them pass over the bridge and were now inside the castle.


The Dungeons:

However for Vathek things were going from bad to worse. He was pushed into the dungeons on his knees. "The key has not been found, but you knew that didn't you?" Rathor said with satisfaction. "It's time, traitor."

Vathek just looked down glumly in shame, it would seem that his time had all but run out. His fate was sealed and there was nothing that could be done to save him now.


The Main Castle:

However there was still hope. For the Guardians, He-Man, Orko, Battle Cat and Caleb had managed to sneak into the castle undetected. They crept through the main halls. The inside was just as sinister as the outside.

"Oooo this is creepy, makes the inside of Snake Mountain look like an abandoned crypt." Orko shivers a little.

"Orko's right this place gives me the creeps, lets just hide the key and get out of here." Will said.

"Oh yeah thats gonna be easy with five girls, a big cat, a warrior and a tiny wizard tagging along." Caleb said sarcastically.

"Hey! We are not tagging along, Mr Brave Hero." Will said to him.

"Shhh! Why didn't I just bring a bag of screaming cats!" Caleb exclaimed silently. "Besides according to my informant the castles been searched with no sign of the key, we gotta find Vathek and save him before its too lat."

"And we will." He-Man said to him with a hand on his shoulder.

However the other girls were a little pre occupied with the itching cloaks they were wearing as a disguise. "Eugh! These things are itchy." Cornelia grumbled.

Irma was itching as well then she discovered why they were so itchy. She pulled out a certain small tic inside. "Uh is this small, blood-sucking insect what I think it is?" Irma whispered to the other girls.

Orko took a look at the insect. "Hey isn't that a…"

"Don't say anything. Or they'll hear Taranee screaming back at school." Will said to the Trollan. Taranee just rolled her eyes from just hearing some of what was said. The group crept along the walls, so as not to, be detected by any passing guards on patrol. However Cornelia was too busy itching her cloak to notice.

"You know, I just hope this is wool or linen." Cornelia complained. I don't know what it is about synthetic fibres, but they give me such a…"

"Cornelia get back!" He-Man called through his teeth.

But it was too late, for Cornelia turned round and saw she was in the entrance to the castle mess hall. She looked in horror seeing all the Lurdens and Castle Guards gorging on the food like pigs. Just then they spotted the cloaked guardian, and instantly took up arms growling and was quickly joined by her fellow Guardians, Orko, He-Man, Caleb and Battle Cat. The guards and Lurdens charged forwards their swords at the ready.

"Well so much for the disguises." Will simply tossed away her cloak as did the other Guardians. He-Man also discarded his own disguise and drew his sword.

The guards and Lurdens charged as did the heroes. Caleb charged in but was nearly attacked by a guard who was armed with a sword. He-Man saw he was in trouble and as he clashed swords with another guard he quickly slashed the sword out of his hands. Then took the sword in his hands.

"Caleb!" He-Man called and tossed the sword which Caleb caught just as he blocked an attack from a guards sword.


Hay Lin landed in-between two Lurdens who charged at her but she just jumped out of the way and the Lurdens hit each other in the heads.

"Oops sorry." Hay Lin smirked, more guards approached and she turned her powers and made a large tornado blasting them across the room.

"Guys remember our training!" Will called.


Taranee stayed calm and focused her powers unleashing a powerful torrent of fire which struck the guards weapons and burnt their hands to where they dropped their weapons. They were helpless when suddenly Battle Cat came charging forwards and slashed at them with his claws sending them flying across the room. One guard actually managed to get onto the beasts back to try and control him. But Battle Cat bucked and bounced to get him off. Suddenly a fire ball came in and blasted the guard off his saddle. Battle Cat looked and saw it was Taranee who had helped him.

"Sick'em boy!" Taranne called.

So he did he stepped one paw forward, one paw back and then out of nowhere he roared and a massive shockwave sent the charging guards and Lurdens flying into the walls. Battle Cat just smirked in victory.


Caleb clashed swords with the guard but he got the upper hand pushing Caleb back. He was about to strike again when suddenly. An unknown force stopped his sword from hitting the rebel leader, and appearing out of nowhere was Orko who was blocking the blade with his magic.

"Caleb get him now!" Orko exclaimed.

Wasting no time Caleb took back his advantage he saw a shield lying on the ground. He dived for it and used it to push on the guards face, leap off and kick away the incoming Lurden.


Cornelia found herself cornered by the guards and Lurdens. "Oh great no plants or pots, wait a minute!" Cornelia remembered her training. "Work with my element so if I can't use flowers…" He looked behind her and saw the table behind her which was made of wood. "I'll try the tables!"

She used her powers to animate the tables into life and its legs swayed and spun at the guards with Cornelia hovering over it. Cornelia laughed as the table legs kicked and whacked away all the guards and Lurdens around them catapulting them into each other.


He-Man was punching and slashing away any guards that surrounded him. However they all piled on him like a wave completly covering him. Will looked horrified to see her friend overwhelmed, just then she saw the heart was glowing slightly then out of nowhere it happened. Golden light pierced the guards piled on the champion and in the blink of an eye they were blasted off He-Man who stood with his sword in the air surrounded by a golden aura.

He turned his attention to the approaching guards and Lurdens. He swung his sword then struck it into the ground sending an energy wave surging through the ground and catapulted the creatures away slamming them into the walls.

"Thats new." He-Man said rather surprised, since when could his sword do that?

He backed up to Will who found herself facing a whole horde of Lurdens and guards. The two stood back to back. "Really wishing I had powers now!" Will said.

"Remember Will rely on your natural talents, heres a trick Teela and me learned!" He-Man said offering his hand. "Take my hand!"

So Will took his hand and he swung her round, she kicked away the Lurdens and guards surrounding her, then landed on the ground where she tripped one up and left the other guard open to a punch from He-Man sending him crashing into the wall. A Lurden was about to attack from the side but she flew into the air and performed a spin kick which sent him flying to He-Man who gave a double fisted punch to its face and sent it crashing into the other guards. The beast lost quite a few of its teeth.

The Guardian leader smiled as she suddenly had an idea she flew up to a chandelier in the room and hovered there. "He-Man toss your sword!"

He-Man looked and got the idea of what his friend wanted him to do so he tossed his sword like a frisbee towards Will. With fast timing she grabbed the handle of the sword then sliced through the chain and the chandelier crashed down onto some of the guards below.

Will landed back down and the sword touched the ground she was a little dizzy but okay. "Whoa."

"Way to rely on your natural talents." He-Man smiled proudly and Will smiled back in return glad he trusted her.

"Well I guess they got a kick out of that." Will cracked handing He-Man back his weapon.


Caleb fought away some of the guards when suddenly he noticed a shadow going pass the mess hall. He headed out and caught sight of Vathek who was being accompanied by Rathor and a Lurden. He gasped.


Castle Guards and Lurdens were sent flying by Cornelia's animated table as it swung a wooden stick as it swatted them away. Cornelia herself was moving her hands around like a music conductor, she was having so much fun she didn't take mind of her surroundings. A guard leaped up and grabbed her leg, startling her as she was tossed to the ground.

The guards stood over Cornelia with deadly intent. "Looks like we're gonna have to clip those wings." The guard smirked.

Suddenly however something clanged around and they looked to see a person made of shields and old armour. "No ya don't!" Orko hovered on top of it.

He directed his hands and the being charged and using its shield swatted away the guard threatening Cornelia then it turned its attention to the Lurdens. It sliced at the guards however one guard jumped up and grabbed the small Trollan then tossed him away as a Lurden grabbed him.

"Get off me!" Orko cried. The guard was about to slice Orko to bits with his sword. However the strike never came as the table came and smacked the guard away then swatted the Lurden restraining Orko releasing him.

"Table for one!" Cornelia smiled. Then suddenly received a grateful hug from Orko.

"Oh thank you thank you thank you!" He thanked hugging her face.

"Uh your..welcome! You can let go now." Cornelia insisted.

"Oh uh right." Orko blushed twiddling his fingers.

The table found itself surrounded by the guards and Lurdens armed with sharp swords. The wooden table simply played dead as it went back to normal, as the monsters stabbed and slashed at the table despite Cornelia's influence being gone.


"Irma, Hay Lin lets wrap this up!" Will called to the air and water guardians.

"Up for a combo?" Hay Lin asked Irma.

"You know it sister!" Irma smirked in response and the two stood together. Irma went first firing water from her hands and made a whirl pool around the guards then followed by Hay Lin with a deep cold breath of air turning them instantly to ice.

The group stood triumphant in the centre of the frozen horde. "Ah guardcicles." Irma smirked.

"Nice work seems your training has paid off." He-Man complimented them.

"Well we had a great teacher." Hay Lin smiled. He-Man smiled back in return, for that was what he needed. He wondered what Teela would think of this if she knew the student had become the teacher.

"Okay we've bought ourselves about ten minutes." Will realised.

"So what do we do now?" Orko wondered.

His answer came as Caleb quickly came back to the Mess Hall in a rush. "This way, quick!" He called and so the heroes with Battle Cat and Orko in tow ran out of the mess hall and hurried with Caleb to find Vathek before it was too late.


The Abyss of Shadows:

Said person in trouble was now on a cliff edge overlooking the Abyss of Shadows. With Rathor and a Lurden guard looking over him. A rock fell just as Vathek drew closer to the edge.

"They say you fall forever. Of course, we'll never know. But you will." Rathor smirked. "Say hello to the other conspirators for me."

"You can tell them yourself!" Called a voice and Rathor turned only to receive a punch from He-Man knocking him out on the ground.

The Lurden guard readied its weapon to attack but was suddenly pinned down by Battle Cat who snarled at him with angry eyes. The very sight made the Lurden faint.

"Night night whatever you are." Taranee smiled standing next to Battle Cat and stroked him behind the ears.

The rest of the group caught up to the heroes and Vathek was more than pleased to see one of them. "Caleb!" He said grabbing said leader in his giant hands.

"Easy! Easy!" Caleb insisted as Vathek lowered him to the ground. "My good friend Vathek. These are the Guardians of the Veil and this is He-Man the most powerful man in the universe." Caleb introduced his allies to him.

"Hello." Vathek greeted.

"Glad to make your acquaintance my friend." He-Man greeted with a handshake to which Vathek took.

"You sure don't look like a good guy." Hay Lin noticed.

"Hey who are we to judge he looks good to me." Orko then said.

"Uh thank you?" Vathek said. "But whats a Trollan doing on Meridian?" He then asked Caleb.

"Its a long story." Caleb explained as he then pulled out a certain key. "I brought the key."

However instead of being relieved Vathek just sighed at the sight of it. "Ah, too late. They searched everywhere. They know it's not here. It's sudden reappearance can do me no good now."

"Then lets get out of here." Taranee suggested.

"No without a mole in Phobo's castle we'll have no way of knowing his next move." Caleb argued. "Let alone know if he's located the lost heir."

Everyone knew Caleb was right, they needed viable intel of Phobos's operations and without out an inside man, they would be flying blind. But how could they clear Vathek of suspicion? Then Will had an idea.

"Maybe theres a way!" Will said getting everyones attention. "I have an idea. Call out an alarm."

"What?" Vathek said wondering.

"Scream for help, you know, "Guardians in the castle! He-Man is here'" Will performed.

"But how would that help?" Irma asked.

However Orko suddenly got the whole idea. "Oh I get it the art of misdirection give the key to someone else and make them out to be the spy!" He realised.

"Thats the idea Orko." Will said snapping her fingers.

"Good thinking Will." He-Man agreed.

"The key." Will said to Caleb who proceeded to give Will the key. That was Vathek's cue.

"Help Guardians! Guardians Help!" Vathek called out and Will hid the key in Rathors robes and right on cue an alarm horn echoed through out the tunnels. The sounds of charging footsteps and growling could be heard throughout the tunnels.

"Vathek lie down and don't move." He-Man said to the blue spy which he did but made it look like he'd been knocked unconscious.

Soon enough the hordes of Castle Guards and Lurdens arrived to see the Guardians, He-Man and their allies standing over the defeated bodies of their captain of the guard and suspected traitor. Cedric soon emerged in his snake form and he instantly glared when he saw Battle Cat.

"You!" Cedric growled and Battle Cat just snarled in response. "Seize them!" Cedric ordered.

"Not today! Orko!" He-Man called.

Orko then flew into the air above the group. "Ladies and gentlemen and snakes of all ages!" He waved his hands as magic glowed in his hands. "Abra Cadabra abra kazi our escape you will not see!"

A bright orb of light emerged in Orkos hands and it exploded blinding everyone in sight. When everyone looked back they saw their quarry had disappeared. Cedric roared in frustration.

"SEARCH THE TUNNELS DO NOT LET THEM ESCAPE!" Cedric yelled, so the guards and Lurdens headed into the tunnels looking for their vanished quarry.

Rathor and Vathek started regaining consciousness as did the Lurden guard who was with them. "Ugh we were taken by surprise." Rathor groaned. "They must have come to save his traitor."

"Then why did they leave him here! And why did he call the alarm?!" Cedric questioned.

Rathor really wasn't sure when suddenly Cedric grabbed him by the robes then dropping out of it. Was the missing key. Cedric looked and now he came to the conclusion that Rathor had the key this whole time.

"So…that explains how the Guardians and He-Man got into the castle!" Cedric growled. "For it is not just Vathek who has access to the manacles but they are also accessible to the Captain of the Guard!"

"N..No I didn't I swear!" Rathor exclaimed as Cedric shook him.

"You see I was telling the truth!" Vathek groaned as he stood up.

Cedric seethed with anger as he tossed Rathor to the side at the feet of the Lurden. "Take him to Phobos! He will decided what to do with him!"

"N..no I..I'm innocent I was framed I would never betray Phobos I'm a loyal soldier!" Rathor begged but the Lurden simply carried him away with him kicking and screaming.

Vathek recovered only to see Cedric hanging over him with a glare. "Alright….back to your post." He said as he slithered away. Leaving Vathek to breathe a sigh of relief.


Earth: Heatherfield: Sheffield Institute:

A new day dawns on Heatherfield, and in the Sheffield Institute classes had begun. In one class Principal Knickerbocker was present with some important news. Will, Taranee and Irma were in this class.

"Good morning students, we have a new student joining us today." She announced before gesturing to the new student to come in. "So please give a warm welcome to our new student. Adam Gray."

Adam appeared through the door with a backpack on his back and was wearing the clothes Hay Lin made for him. Everyone looked at the young man enter the room and some of the young girls seemed rather interested in him.

"Now Adam if you wouldn't mind taking your seat next to Mr Olsen please." Ms Knickerbocker said to him and so Adam went to take his seat next to a boy with long dark hair who made room for him.


A few classes later Adam was able to settle in pretty well, sure he did have a few mishaps in science class as regards mixtures. However Taranee was able to help him. He did excel in math class as he had plenty of math teaching from Man At Arms during his education in Eternia. Surprisingly some of the classes did remind him of this education and he did well.

Soon he was at his designated locker, though he did find them strange. He opened the locker combination lock and opened it.

"Hm.. pretty low security even Skeletor could bust in here." Adam said but none the less he placed his back pack in his locker and locked it. He was about to walk off when he accidentally bumped into someone a young girl who dropped their books and fell to the ground. Adam was startled.

"Oh man I..I'm so sorry I didn't…." Adam apologised then he looked at the face of the girl, she had straw blonde hair in twisted braids she wore a purple striped shirt, dark purple skirt and dark coloured boots, with violet blue eyes.

Adam was quite surprised seeing her she was about thirteen years old. She in turn was rather surprised to see this young man. "See you…there." Adam stuttered.

After an awkward minute the girl finally spoke. "Oh uh no its my fault I didn't see where I was going." She said as Adam helped her up and gathered her school books.

"Hey you're new here right?" She asked.

"Yeah I just moved here yesterday, just started." Adam replied.

"Oh well my names Elyon, Elyon Brown." She introduced with a hand shake which Adam accepted.

"Adam Gray nice to meet you." He replied. Elyon then noticed how long they were shaking hands for.

"Oh uh sorry well I better get going to history class." Elyon said blushing. "I'll see you ar…around Adam." She said as she hurried off to class.

After that Adam was left befuddled, and bewildered but he had to admit she did seem like a nice girl. But there was something else, he felt something from her. He wasn't crushing on her or anything but he felt some kind of surge from her it was faint but it was enough to feel it. He wondered what it could be. He then heard the sound of scratching, and saw it was Will and Irma scratching all over not surprising given the cloaks they wore in Meridian were full of ticks and fleas.

"Hey Adam." Will said as she scratched her back. "Fitting in here?"

"Yeah but..wait why are you guys scratching?" Adam asked.

"Well thats what you get when you wear an itchy cloak while infiltrating a castle." Irma said. "Taranee freaked the moment she saw us itching."

"Oh ho man I guess after being scared by bats and crabs she's had enough for one day." Adam chuckled. "But yeah I'm getting used to this place." Then he remembered. "Hey have either of you seen Hay Lin?"

"No haven't seen her since lunch." Irma said but in truth she was wondering where the energetic girl had disappeared to.


Silver Dragon:

Meanwhile in the basement of the Silver Dragon, Hay Lin was doing more fashion design. But luckily for Caleb it wasn't for him.

"At first, I wasn't sure how it would look with your skin tone. But I was right." Hay Lin said excitedly as her model was actually Blunk who was wearing what appeared to be dressed in a steampunks pilot outfit. "You're much more of a spring than an autumn." She placed a black cloak over him and he started to like it.

She then looked to another. "Orko what do you think?"

Blunk wasn't the only one fashioning clothes, Hay Lin made Orko some clothes too, so he could blend in. That and she didn't want him to feel left out.

Orko now styled a red baggy shirt and a red baseball cap and sunglasses. "I look uh…well rad is it?" Orko asked.

"Yeah thats the spirit Orko!" Hay Lin said.

"They look like a pair of overgrown raisins." Caleb thought looking at their clothes. Cringer just looked at them as he lay down next to the rebel. Blunk and Orko just ignored that snarky comment.

"Hey I happen to think I look hip in this." Orko stated.

"Nah. Caleb jealous. Blunk and Orko the bomb!" Blunk cheered as he jumped off the stool and accidentally turned on the record player that was behind him. It started playing rock music.

"Ooo!" Blunk said surprised but he was starting to enjoy the beat of the music and started dancing. He wasn't the only one Orko started to feel the beat too as he began dancing around with Hay Lin.

"Yeah you go guys!" Hay Lin said bouncing around and dancing with the small Trollan and Passling.

Even Yan Lin started dancing around while Cringer just enjoyed the music swaying his head side to side. "Hey! Shall we get down, lover boy?" Yan Lin asked.

Caleb just shook his head smiling as he looked to Cringer. "You know I thought all earthlings were strange, but I'm beginning to think it's just the females." He smiled.

"I know what you mean." Cringer agreed. "I think I'm going to like it here." Caleb had to admit though he had a lot to learn about life on Earth he was beginning to get the hang of it. Maybe even like it. If he can survive the girls that is as Hay Lin, Yan Lin, Blunk and Orko danced around.


Moral:

Adam is sitting under a tree in the Heatherfield institute reading a book while enjoying his lunch, which was a sandwich. He then turned to the fourth wall.

"Starting somewhere new is never easy, and fitting in can be just as hard." Adam explained. "And we think we can handle it ourselves but as Caleb learned its never that easy, its never a sign of weakness to ask for help if you need it. For there are those who know more about certain things than you do and with a little help you'll get a hang of things in no time."

Adam suddenly heard the bell ring so he packed away his book and finished his lunch before heading off. "Until next time." He said before leaving.


Authors Notes: And...scene thats chapter 3 done, Adam/He-Man has begun training the guardians in the ways that Teela and Man At Arms taught him, and at the same time the girls are showing Adam the life of an Earth teenager. Not to mention he's met a certain someone, and though he doesn't know it this someone may play a great roll in the events to come.

Yes I decided to add the morals from the ending of the 2002 He-Man episodes as I felt it was an element to incorporate, each of the characters will get to do a moral as we progress. Now with MOTU Revelation part 2 on the way next week after seeing the trailer I feel perhaps things are getting back on track, I guess only time will tell. Now next chapter its a special someones birthday but lets just say it'll be one to remember.

Until next time.