Authors Notes: A..nd we're back with He-Man and the Guardians of the Veil. Apologies for the delays been busy with freelance work and personal life, not to mention working on ideas for this chapter. But now here we are. So lets begin

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

W.I.T.C.H (C) Jetix


7

Back with A vengeance

Previously:

"Doubt it if Skeletor was involved we'd know, I would know." Adam said rather serious. "But if Eternia is in danger I should return to Eternia."

"No Prince Adam, for now I have the situation in hand I can protect Grayskull with my powers and the Masters can protect Eternia." The Sorceress explained but Adam wasn't happy about this.

"But if people need He-Mans help?" Adam questioned.

"I can summon you back to Grayskull if needed, I understand this maybe difficult but for now He-Man is needed in this fight against Phobos." The Sorceress explained to him.

"So Skeletor may know of the Heart?" Adam asked. "But why I thought he wanted the power the Elders that lies in Grayskull?"

"Yes he does, but that does not mean the power of the heart can't be utilised to his you will soon discover, the power of Grayskull and the power of the Heart of Kandrakar both share the similar degree of power." The Sorceress explained and Adam grew a look of concern, he knew the crystal was powerful but he didn't know it was powerful enough to rival that of the power of Grayskull.

"You and the Guardians must be on your guard…" The Sorceress warned.


Meanwhile: Vandom Residence:

Everywhere in the Vandom household was quiet and Will had now turned in for the night fast asleep in her bed. The heart of Kandrakar was hanging from her bedside draw knob as it glowed slightly.

Outside a lonely figure watched the building from an alleyway. He was a cloaked figure but it was a short looking old man with black hair with a red cloak and medieval looking clothes.

"For I fear our worlds our colliding in ways we can never imagine."

The old man looked at a small looking shard in his hand as it glowed and looked to what it pointed to. He gave a rather sadistic smirk. "At last I have found the power that shall make me whole again. Soon all will fear the name of Marzo once again!" He cackled as the lightning boomed across the nights sky as a new evil foe had found its way to Earth.


Present Day:

"Will hurry you're going to be late." Susan called to her daughter from the kitchen.

In her room, Will was packing her back pack for today very excitedly. Packing her books and phone. She zipped up the bag and put on her pink hooded jacket, but just before she headed out she looked to a certain crystal on her bedside desk.

"Oops can't forget this." Will said as she picked it up and ran out of her room and skidded across the floor.

"Whoa, someones excited today?" Susan said surprised by her daughters enthusiasm.

"Well yeah it's Friday and that means the weekend!" Will said excitedly. "Just a day of work and then two days of freedom!"

"Yes provided you clean your room like I asked you too." Susan said with a raised eyebrow as they headed out of the apartment and she locked the door behind her.

"I'm working on it." Will whined.

"You said that a day ago and there's still clothes around." Susan chuckled.

"Sorry I've just been busy with my friends thats all." Will said to her and that seemed to warm Susans heart a bit.

"Will, I'm happy you've managed to make new friends here." She said to her daughter. "I know ever since your father and I split up it's not been easy and with what happened with your old friends back in Fadden Hills."

"Mom its okay really, I was…hurt by what happened but I'm over it and yeah it hasn't been easy, but the girls and Adam have been very welcoming and have been a huge help." Will said smiling as they came out of the apartment building and headed towards the car.

"Yes so you've told me." Susan chuckled as she got in the drivers seat. "and you know that Adam seems like a nice young man." She started the car.

"Mom!" Will whined blushing as they drove off. Unaware that they were being watched by someone in the shadows.


Silver Dragon:

"Adam do I have to stay here!" Whined Cringer. In the basement of the Silver Dragon, Adam was ready to go to school but before he left he had to speak to Cringer. Caleb was with him as was Orko.

"Cringer you know you can't go with me to school, I'm pretty sure you'd wind up in a zoo." Adam told him chuckling. "So thats why you gotta stay here and out of sight."

"But it's so boring here and lonely!" Cringer complained.

"What do you mean lonely?" Caleb questioned. "You've got Orko for company?" He gestured to said wizard.

"Yeah thats right." Orko said crossing his arms and looked a little miffed.

"Yeah but Orko can disguise himself I can't." Cringer said.

"Well if you don't want to stay here all day, you could help me and Blunk sniff out a portal and sneak into Meridian to find out about the heir." Caleb said in a hinting way.

The moment he heard the word Meridian, Cringer immediately changed his tune. "Uh y-you know what I actually do like it down here, uh yeah yeah its really nice." He said as he then set down on the camping bed and fell asleep.

"Nice one." Adam said to Caleb.

"Your welcome." Caleb chuckled as Adam picked up his bag from the floor and flung it on his shoulder, however his gaze turned to a certain mirror hanging on the wall. The rebel leader could see this and knew what was bothering him.

"You still thinking about home?" Caleb asked.

Adam sighed. "I know I said my place was here with the girls but…I can't stop thinking about Eternia."

"Adam look I get it, I know what it's like to be away from home especially when a tyrant like Phobos or even this Skeletor guy is doing who knows what." Caleb told him. "But if we let it bug us it'll make us lose focus."

The Prince of Eternos would be lying if what he learned from the Sorceress and Man at Arms some weeks ago wasn't still praying on his mind. He knew as the Champion of Castle Grayskull he had an obligation to Eternia. However he also knew the threat that Phobos posed to the people of Meridian.

"Hes right Adam." just then they saw Hay Lin coming down the stairs ready with her backpack. "Its okay to feel homesick, but if you really miss being in Eternia then ask the Sorceress to send you there she won't say no to a quick visit." Hay Lin encouraged happily. "Besides we gotta think positively and not let this ruin our day." This did perk Adam up a little.

"Yeah…yeah your right." Adam said.

"Great so come on let's go we're gonna be late for school." Hay Lin said skipping away up the stairs. Adam smiled and shook his head.

"See you guys later." Adam said as he headed up the stairs waving bye to Cringer and Orko, who waved back as well.


On the streets Hay Lin and Adam walked towards the school. "Thanks for that Hay Lin, you know you really know how to cheer people up." Adam said.

"Ah don't worry Adam, it's what I do when things look down I always look at things with a smile on my face." Hay Lin beamed at her friend.

They soon arrived at a crossing, and once the cars drove past. The lights turned red and the people crossed the road. As Hay Lin and Adam crossed, suddenly they heard a groan the air guardian looked and saw what appeared to be a short old man on his knees. He looked like he was in pain, she hurried to him.

"Hey are you okay sir?" Hay Lin asked as she helped him to his feet.

"Oh..I I am okay my dear." The old man replied as he was back on his feet. Hay Lin could see the man was wearing baggy clothes and had nothing on his feet. "I'm just an old man who can't watch his footing."

"You poor man, you look like you haven't eaten in days!" Hay Lin said out of sympathy.

"Thats just how it is many people like me aren't so lucky in life not like the rich folk." The old man said. "But worry not I make do." He said supporting himself with his staff.

"Well here." Hay Lin reached into her bag and pulled out some of her lunch money and handed him a dollar. "Buy yourself something nice."

"Oh are you sure about this young lady?" He asked.

"Yeah go on enjoy some food." Hay Lin said smiling.

"Oh thank you you are most kind." The old man said. "I will never forget this."

"My pleasure." Hay Lin waved as she and Adam left for school and the old man turned and walked away. But his smile of happiness turned to a sinister smirk.

"But you will live to regret it." He said as he disappeared without a trace.


Soon the Adam and Hay Lin arrived at the school where they saw Cornelia, Taranee, Will and Irma waiting for them. "Hey guys what kept you, first period will be starting soon." Taranee greeted.

"Sorry guys we saw this poor old man and I gave him some money to buy some food." Hay Lin told them.

"Wow thats generous." Will said.

"Yeah a little too generous." Cornelia said.

"Cornelia!" Taranee said.

"What's wrong with being generous?" Adam asked.

"What I'm just saying sometimes people can take advantage of someone being too kind." Cornelia explained.

"Not all people are like that Cornelia." Hay Lin said.

"She does have a point its said that kindness is like a canteen, what one person fills, others may drink." Adam explained.

"Is that a Grayskull analogy?" Irma asked.

"Nope thats Man At Arms wisdom." Adam explained. "Plus when you save a dragon it saved us when Grayskull was attacked."

"Okay okay enough of magic castles we gotta get going." Taranee said as the group went inside the school to attend their first lesson.


Elsewhere:

In a dark alleyway the old man aka the powerless Count Marzo had grind some old bones to dust then placed them in a pot. Then he pulled out a small medallion, gray on the outer edge and had a magenta red jewel with markings on it.

He used a small amount of magic from his medallion and blasted the dust which caught a flame. "I may have little magic in my Medallion but it is enough for this."

He pulled out from his robes, the dollar bill that a certain air guardian had given him. Including some strands of her hair he quietly picked from her duel ponytails when she helped him up.

The two items fell into the flames and they turned into smoke and it showed him a vision of a certain crystal in the hands of a certain redhead. "Ah there it is, so the legends are true, the Heart of Kandrakar the very heart of Infinity itself." Marzo smirked. "Yet its in the hand of a child! With that power I could restore what was lost to me after allying myself with that fool Skeletor!"

"Now all I need to do is get it." He sneered. "Luckily the memories of that girl may just have provided me with a means of doing so." He saw his vision had changed to that of a certain kingdom.


Grayskull:

Within the walls of Castle Grayskull, The Sorceress meditates quietly on her throne. Suddenly she has a vision of a certain count and his own plans. She gasped at the sight of this.

"Marzo!" She breathed.


Earth: Heatherfield:

Marzo wondered around the city streets, until his amulet glowed slightly sensing something. He turned a corner and saw a sewer grate. He lowerred himself down and walked along the dirty water that infested it.

"Gah even on this pathetic planet I trudge through the sewers like a rat!" Marzo growled. However he did not have to suffer for long for in one of the tunnels on the right, he found what he sought.

"At last!" He saw before him a portal.


Meridian:

In the darkness of Meridian, Phobos looked out onto the balcony of his dark castle. "Have you made any progress into locating my sister Cedric?"

Standing behind him was Cedric who had just returned from Earth. "Not yet my prince, the search is proving difficult but I will not rest until I find her identity."

"I should hope that you don't." Phobos turned to his servant. "However I am more curious on how He-Man and the Guardians gained access to the castle last we encountered them, without the use of a portal." He then glared at Cedric. "Unless they found the inversion point!"

"I assure you my prince I…" Cedric tried.

"Quiet!" Phobos yelled. "Your incompetence could've compromised your presence and alerted the Guardians!"

Before Cedric could say more two guards walked in and they had someone restrained. "What is it?!" Phobos demanded.

"Prince Phobos we found this old beggar man outside the castle gates." The guard said holding up the powerless Count Marzo.

"What do I care, throw him into the Abyss of Shadows he is of no consequence." Phobos brushed off.

The guards were about to take him away. "I wouldn't be so dismissive unless you don't wish to be rid of your enemies."

Phobos paused for a moment then raised his hand telling the guards to hold. "Why should I listen to what you have to say?"

"Heed me and I shall explain all." Marzo looked to his guards and nodded, they released him dropping him to the ground. The guards took their leave.

"Speak and be quick about it." Phobos told him.

Marzo then bowed introducing himself. "Prince Phobos of Meridian, allow me to introduce myself. I am Count Marzo of Eternia."

"Is that name supposed to mean something to me!" Phobos wondered.

"My prince, I am familiar with his name. It is spoken of in rumours from where I once came from." Cedric explained. "It is said this Count Marzo was a powerful wizard who attacked the legendary Hall of Wisdom on this Eternia."

"That attack was lost alas." Marzo explained. "But I found my lost amulet and reclaimed my lost powers that the Council of Elders had taken from me! Only to have it taken from me twice over!"

"Not much of a wizard if you cannot hold onto your own powers." Phobos scoffed. "You are nothing, but a feeble old man."

"Ah ah appearances can be deceiving." Marzo said waving his finger.

"Then what is it you want Count?" Phobos asked. "And do not waste my time."

"Why to simply offer my services, it is my understanding that you seek a certain object of great power." Marzo explained.

"And what could you get for me that I cannot simply take?" Phobos questioned.

Marzo's aged face smirked. "The Heart of Kandrakar."

This immediately sparked Phobos and Cedrics attention. However Cedric simply scoffed in laughter. "What makes you think you can get the Heart, your powerless."

"As I told you appearances can be deceiving." Marzo explained. "For while my amulet is weak on power I have something more powerful…." He smirked. "Cunning."

The two listened. "I have seen the good nature of the guardian of air and this can be exploited." He smirked as he explained his plan.


The Silver Dragon: The Basement:

At the Silver Dragon, Yan Lin had brought down a plate of fish and a bowl of noodles. She placed the fish down and Cringer came over and ate the fish. Orko then floated over and picked up the bowl of noodles.

"Wow thanks Miss Lin." Orko thanked as he began enjoying his meal.

"Oh it is my pleasure my friends, can't let you go hungry." Yan Lin smiled.

"Yan Lin!" A voice called out, they looked to the magic mirror which surged into life startling Cringer enough to hide behind a box. The Sorceress's astral projection appeared from the mirror.

"Ah Teela Na you startled me!" Yan Lin told her.

"My apologies, where are Prince Adam and the Guardians?" The Sorceress asked.

"At school, why is something wrong?" Yan Lin asked.

"I am afraid so, I've sensed the presence of an evil on Earth, one not of Phobos." The Sorceress explained. "I fear the Guardians are in great danger, you must go to them at once."

"What is this evil?" Yan Lin asked.

"Count Marzo." The Sorceress answered which more than spooked Cringer even more.

"M..Marzo! But what is he doing here?!" Orko exclaimed.

"No time for questions, come on Orko." Yan Lin told him and they hurried quickly to the back while Cringer remained behind. The Sorceress looked worried she just prayed it was not too late.


Sheffield Institute:

Back at the school all seemed calm, Adam had just finished his history class with Will and was heading to the cafeteria for lunch. He was heading down the hall when he heard a loud banging sound coming from nearby. Curious he headed over to the source. He turned a corner and saw Uriah and his crew standing outside a locker holding it shut and it sounded like someone was banging on the inside of it.

"Come on Uriah!" Called a voice from the locker and it was Martins Adam could see the Creeps were up to their usual tricks.

"Oh what's that I can't hear you?" Uriah teased while Kurt and Clubber just laughed their heads off.

"Hey!" The group looked to see Adam leaning against the lockers in the hallway. "Don't you guys have anything better to do than picking on others?"

"Oh looks like we got us a hero." Uriah smirked as he and his cronies approached. "Suppose we don't wanna back off?"

"Yeah what you gonna do about it Gray?" Kurt smirked.

Adam could've easily just turned into He-Man to scare the heck out of them. But he didn't need the power of Grayskull to deal with some wannabe bullies. Kurt lunged towards Adam, who simply stepped to the right to avoid him tripping him up as he crashed to the ground.

Clubber then ran at Adam and threw some fists at him but he simply dodged them and again tripped him to the ground without even throwing a punch. He looked to Uraiah who looked spooked by what happened.

"Lets get out of here!" Uriah exclaimed and ran away with his two cronies close behind.

With the bullies gone, Adam moved to the locker, opened it and found Martin stuffed inside. "You okay Martin?" He asked as he offered a hand which he took.

"Yeah thanks Adam, I owe you one for saving me from those bullies." Martin thanked.

"Ah don't worry about it." Adam shrugged not wanting praise.

"Well thanks anyway." Martin said as he headed off to the Cafeteria.

"Nice moves back there man." Adam heard a voice and turned round to see Matt behind him.

"Thanks, uh Matt is it?" Adam asked recognising him from his first day at school and Wills party.

"Yeah Matt Olsen." He greeted offering a hand shake which Adam accepted.

"Adam, Adam Gray." Adam introduced himself.

"That was pretty cool, how you beat those guys without even throwing a punch." Matt said.

"Eh it's no big deal, learned self defence when I was a kid back home." Adam shrugged.

"So where'd you go to school before Sheffield?" Matt asked.

"Well, let's just say it's different than this school let me tell you." Adam then chuckled.

"So, I gotta ask what's the deal with you and uh Will?" Matt then asked taking Adam completely aback.

"What?" He asked.

"Well its just you hang out with her and her friends a lot and you seem well.. close." Matt explained.

"What..no no we're just friends thats all." Adam explained. "She and the girls have just been showing me around the place thats all." Adams smirk then appeared. "Besides you seem curious about who Wills seeing."

"What?" Matt then blushed. "N-no just wondered thats all."

"Sure…whatever you…" Adam was about to finish when.

"Prince Adam, hear me." He heard the Sorceress's voice in his mind.

"A great evil is drawing near, you must gather the Guardians at once." The Sorceress told him. "Yan Lin is on her way to meet with you."

"Adam? Hey man you alright?" Matt said snapping his fingers getting his attention.

"Uh what?" Adam asked.

"You okay? You kinda blacked out there for a minute?" Matt asked.

"Uh yeah yeah I'm fine I just uh..gotta go find the girls, see you later." Adam said as he ran off waving leaving Matt completely confused.


Some hours later it was the end of the school day, and Adam had gathered the girls outside the school. "So Adam what's the big deal?" Irma asked.

"Yeah its the weekend we have time for ourselves." Cornelia said.

"Sorry guys but the Sorceress called she says there's trouble." Adam explained.

"Shesh she needs to lighten up a little." Cornelia said.

"Just what was she warning you about?" Will asked.

"She said a great evil was drawing near, but what I can't say, she just said wait for Miss Lin to show up." Adam explained.

"Wow suspense much?" Irma asked. Just then Hay Lin noticed a familiar face coming towards them.

"Hey look." Hay Lin pointed out, and the group looked to see the short old man approaching them. "Its the old man I helped this morning." She approached the old man. "Hello there sir." She greeted.

"Oh hello there my dear." Marzo greeted with fake sincerity. "I was hoping I'd see you again. Thank you my dear for your generosity."

"Oh it's nothing really." Hay Lin said humbly. The rest of the girls and Adam then came over.

"Oh are these your friends?" The old man asked.

"Yeah they are." Hay Lin said.

Marzo looked at all of them, and took a keen interest in Will, and a certain crystal that was in her bag just exposed a little. He even hid a look of shock seeing a certain prince among them.

"Well you must all be so glad to have a generous friend like her." Marzo said kindly.

"Yeah she's a keeper." Irma said.

"Well then to repay your kindness with a token of my gratitude." Marzo then pulled out of his robe a small box with a bow.

"Oh thank you." Hay Lin thanked. "See guys be kind to someone and you'll receive kindness in return."

"Now I must be on my way." The Old Man, said as he walked away slowly before he tripped up and Will caught him. "Oh thank you my dear." He thanked before he got up and then walked away.

Adam however couldn't help but eye the man suspiciously, he felt like he'd seen him before. "Well that was nice of him wouldn't you say, and we feel the better for it." Hay Lin said.

"I don't know Hay Lin sometimes you can be too kind for your own good." Cornelia simply said. Just then however, Taranee noticed something namely Will's backpack.

"Will! Your bag!" Taranee exclaimed.

Will quickly looked at her back pack and saw its zipper was opened wider. She looked completely shocked and quickly searched her bag but a panicked look struck her face.

"No!…No! NO!" Will panicked.

"Will what is it?" Adam looked worried.

"Guys the Heart..i-it isn't here!" Will panicked. The rest of the girls and Adam looked terror stricken.

"But how did…" Then suddenly it dawned on Adam, when the old man tripped and fell into Will, he must've taken something from her. "Oh no! That old man!"

"What?!" Hay Lin exclaimed. "But why would he…"

"What are we standing around here for after him!" Irma exclaimed and everyone ran from the school in hot pursuit of the thief, while Hay Lin looked confused as she ran why would the oldman she helped steal from them.

The group ran down the street into the city they stopped and looked around keeping an eye out for the thief. "He's gotta be here somewhere." Adam looked around.

They kept looking until Irma noticed something. "Over there!" She pointed to the right and they saw the old man running down the street.

"Come on!" Will exclaimed and everyone ran across the road the minute the traffic lights turned red.

The old man hurried down the street knowing the group was close behind. He soon came across a side alley and turned to the right soon followed by Adam and the girls. The alley was long and narrow but as Marzo turned to the next alley on the right, he stopped. Seeing it was just a dead end, he was trapped.

"Hold it!" Marzo didn't turn round as he knew his pursuers were behind him. Adam and the girls slowly approached him with Irma slamming her fist into her hand.

"Listen old guy you've got something that doesn't belong to you!" Irma said. "So hand it over and we won't have any trouble."

However the oldman simply chuckled which soon turned into an almost sadistic laugh. The girls looked a little confused, however Adam now bore a look of horror, he recognised that laugh all too well indeed.

The man then turned around and looked at the group, it was then Adam recognised him. "It…can't be!" He breathed.

"Oh ho on the contrary child, it is you who will be having some trouble!" Marzo cackled as he held up both the stolen crystal and his own amulet. Suddenly the two glowed bright and the amulet seemed to be syphoning energy from the Heart of Kandrakar as energy bolts, then the amulet surged with energy and it spread throughout Marzo's entire body.

He began changing he grew taller and his muscles grew until finally he bore the appearance of a tall muscular man with black bluish long hair and beard. Wearing a red cape with black lines. He wore black and gray armour on the upper half of his chest up to his neck, a black and grey armoured belt with gauntlets on both his wrists. Black armoured boots and black pants. He had piercing red eyes.

"At last I am whole once again!" Marzo yelled.

The girls were all shocked and horrified at what they had just seen, the old man had a serious make over. "Whoa talk about a make over!" Cornelia breathed.

"Count Marzo!" Adam exclaimed, which immediately got the Counts attention.

"Well well this is a surprise, Prince Adam, son of Randor, son of Miro my hated enemy!" Marzo chuckled remembering Adam's face from when he was allied with Skeletor.

"Wait Adam you know this guy?!" Will asked.

"Well not me, personally." He said to Will in a hinting way as she realised he knew him as his other identity. "But I have a feeling we're about to get better acquainted." He quickly drew his belt buckle which changed into his Sword of Power and held it in a stance.

"Ah ah, as much as I would love to play with you children I have a pressing engagement." Marzo said as he placed his amulet and the Heart around his neck. He then looked to Hay Lin. "Incidentally, my thanks, for being kind enough to help provide me with the very thing I needed to fulfil my plans." Marzo held up a strand of her hair and Hay Lin looked horrified. "So enjoy your gift." His hand energised with magic and waved it.

Suddenly the box that Hay Lin was holding exploded as a plume of cream coloured gas which everyone chocked on. Adam knew what this gas was.

"Girls cover your faces!" Adam exclaimed but it was too late, one by one the girls felt dizzy and collapsed to the ground. Marzo was about to take his leave. "No you don't Marzo!" He yelled and charged at him, swinging his sword only for it to be blocked by Marzo, holding his own dark sword.

"You are brave much like you were at Grayskull boy." Marzo smirked. "Foolish, but brave." With one blast of his free hand Adam was catapulted away to the ground next to the girls.

The prince wouldn't give up he charged back at Marzo with his sword slashing at him only for Marzo to block his sword with his own. The two swords clashed at each other. Adam quickly defended another strike of his sword only for the sorcerer to gain the upper hand using his free hand energised with magic blasting him right across the inhaled some of the smoke too, and as Marzo used his amulet to teleport away he lost consciousness. Everything went black.

However they could suddenly make out faint voices. "Over here!"

"Caleb help me carry them to the van quickly!" Called another voice.


Hours Adam regained consciousness and saw Orko and Cringer standing/hovering over him. "Adam! Adam are you okay?" Cringer asked out of worry.

The Prince of Eternia groaned as he sat up from the bed, he was in. "Ugh what..where am I?" Adam asked.

"You back at the Silver Dragon." Caleb answered coming over and Adam saw they were in the restaurant basement he looked to see the girls had also regained consciousness and were lying on cushions on the floor. Blunk was with Orko and Cringer seeing to them with Yan Lin.

"Hey how'd you guys find us?" Cornelia asked as she tried to get up only to nearly fall over until Caleb caught her in his arms. They briefly looked at each other then blushed.

"Uh uh The Sorceress contacted us and told us to find you guys." Caleb explained. "When we caught up we found you on the ground unconscious."

Suddenly Adam remembered. "Marzo!" He shot up from the bed. "Where's Marzo?!"

"Who's Marzo?" Caleb asked.

"Its all my fault." They all looked to Hay Lin who sat up looking very saddened. "I helped that old man, and he was using me to get to Will and the Heart."

Yan Lin walked over to her. "Why didn't I see it I always have a good feeling about people, but you guys were right I am too kind for my own good."

"Hey come on Hay Lin don't say that." Irma said to her.

"Yeah its not like we could've known that guy was a wolf in sheep's clothing." Taranee agreed.

"Yeah a wolf who was this crazy powerful guy who took advantage of you." Cornelia pointed out.

"Cornelia!" Will lightly scolded her. "If anything Hay Lin its my fault I should've made sure my bag was zipped so the crystal would be safer."

"But I still believed he needed help and… and now we've lost the crystal!" Hay Lin sulked.

"H-Hey thats not the Hay Lin I know. The Hay Lin I know, always looks at the world with a smile, and never lets anything dampen her spirit!" Orko said floating over to her. "The Hay Lin who when I was down convinced me to believe in myself!"

"Y-Yeah and who always encourages me to come along on missions even when I'm scared." Cringer then said which did perk the Air Guardian up a bit.

"I..I know but." "Its not your fault Hay Lin." Adam interrupted her. "This is what Marzo does, he manipulates people, takes advantage of them to get what he wants, if anything I should've realised it was him from the get go."

"Okay why do I feel more out of the loop than usual, who the heck is this Marzo?" Caleb then asked.

"Marzo? Name don't ring bell in Blunk." Blunk then said.

"Count Marzo." Called a familiar voice from the magic mirror and appearing before everyone was The Sorceress. "A powerful and dangerous sorcerer who many years ago was a great threat to Eternia."

"Hold on I remember Orko saying something about this Marzo guy back in the labyrinth." Taranee remembered.

"So whats this guys deal?" Irma asked the Sorceress.

"Watch the mirror and learn young Guardians." The Sorceress explained as she used her magic to show a projection of Eternia, namely the Hall of Wisdom. Adam then stepped up and explained.

"Well as I've told you guys already, Eternia was lead by the Council of Elders who watched and surveyed from the Hall of Wisdom long before the Great Unrest." Adam explained. "They were powerful beings, said power that now resides in Grayskull."

"That is until Count Marzo's lust for power prompted him to attack the Hall of Wisdom taking the Elders completely unaware." The Sorceress explained as the mirror showed Marzo using his amulet to attack the Hall of Wisdom with energy blasts striking its walls.

"Whoa." Taranee looked shocked at this Sorcerer's power as did Caleb.

"Yeah this guy could give Phobos a run for his money." Cornelia agreed. "So how did they stop him?"

"Did the Masters stop him?" Hay Lin asked.

"No remember this was long before the Great Unrest, so defending the hall was Captain Miro, my grandfather who served as Captain at the hall before my father did." Adam explained as the mirror showed an image of a man with a white beard wearing gold and emerald green armour. It was Miro father of the soon to be King Randor.

"He led his men on a campaign to capture Marzo to make him stand trial for his attack." The Sorceress explained, the mirror showed the guards attacking Marzo who fought back with his magical amulet with energy blasts catapulting the soldiers away and even shields deflecting attacks from the air. However the soldiers wouldn't give up and charged to attack. Marzo turned to them and charged at them with his own sword.

"The battle was long but eventually Marzo was captured and brought back to the Hall of Wisdom." Marzo was on his knees captured as Captain Miro stood over him.

Soon they were in the Hall of Wisdom itself as Marzo stood on his knees before the Council of Elders. The Elders used their all powerful magic blasting beams at Marzo who was transformed into a short, powerless old man.

"The Elders used their mystic power to imprison Marzo in an old mans body, and was exiled to the dark hemisphere beneath the Valley of Gearrium." The Sorceress explained as the mirror showed Miro and his men banishing the powerless sorcerer to that same dark land.

"Hold on if this guy was so powerful what was to stop Marzo from using his magic to change him back?" Caleb asked.

"Thats an easy answer his amulet." Adam explained.

"Thats right, the source of his power is a magic amulet." The Sorceress explained, showing a vision of said amulet. "The elders realised the threat it posed but couldn't destroy it, so they placed it in a ridge in the sands of fire."

"Then some years after the Great Unrest he returned, and manipulated Mekaneck into retrieving his amulet for him to get his powers back." Adam then took over. "He nearly destroyed Eternos." The mirror showed the Guardians, the battle between Marzo, He-Man and Mekaneck ultimately the two heroes being the victors as Mekaneck grabbed the amulet with his mouth using his extending neck and tossing it to He-Man who using his sword like a base ball bat cast it out to the Seas of Eternia.

"Then when Skeletor formed the Council of Evil he was recruited to retrieve the Ram Stone to attack Grayskull, but luckily we stoped them. But before Marzo fled after I got rid of his amulet again the combined powers of The Sorceress and Zodac reverted Marzo back to that old man." Adam explained. "But how he ended up here on Earth I haven't a clue?"

"Could he have gotten here the same way Beast Man did?" Will asked.

"Doubt it Will, after Skeletors council failed he probably didn't want anything to do with him. Plus he doesn't share power." Adam explained.

"So why did he take the Heart, and what does he want?" Caleb asked.

"Could he still want his revenge?" Taranee asked.

"A good question Fire Guardian, however for now we must focus our attention to locating Marzo and the Heart, for if it were to fall into the wrong hands the consequences could be catastrophic." The Sorceress explained to them and she was right.

"And I have a feeling I know who would want it." Caleb then realised. "Vatheck recently passed on intel about an old man that was captured by some guards and how he wanted to see Phobos."

"I'm going out on a limb here and say that old man was this Marzo dude." Irma wondered.

"And I'll bet he found a portal leading to Meridian." Taranee agreed.

"Sounds like it, my guess he said he'd get the Heart to buy Phobos's favour in exchange I'm guessing for information on you girls." Caleb said.

"Maybe but I've got a bad feeling Marzo is just using Phobos as a means to an end." Adam wondered.

"Yeah he tricked Mekaneck why not some evil prince who wants Will's power." Orko said.

"Which is why you must locate Marzo and recover the Heart before he can get to Meridian." Yan Lin insisted.

"One problem though how? We don't even know where he is and without the Heart we can't locate the portal!" Will said slumping down on the floor, if Hay Lin wasn't feeling bad before she was now.

"I just wish there was a way to fix all this mess." Hay Lin wondered. "Makes me wish we had a heart finding radar."

The moment Hay Lin said that an idea popped into Adams head. "Hold on, maybe thats it!"

"Whats it?" Irma asked.

"Remember how you guys found me, Will and Caleb when we got captured by Phobos, you followed the Heart." Adam explained.

"Uh Adam I think that Marzo kicked you harder on your butt than we thought we don't have the heart remember!" Irma reminded him.

"Hold on I'm going somewhere with this." Adam then turned to the veteran guardian in the room. "Miss Lin, if the Heart could find Will because she's its bearer so shouldn't the reverse be possible?"

"I believe I see where you are going with this Adam." Yan Lin said to him and turned to Will as did everyone else. Which left the Guardian leader with a look of confusion on her face.

"Uh why is everyone looking at me?" Will asked.

"Will, as the bearer of the Heart you are connected to your fellow Guardians. The Heart is bound to you and you to it." Yan Lin explained. "The crystal can sense your presence and in turn you should be able to sense it."

"What like a surge in the Force kind of thing?" Hay Lin asked.

"This is magic Hay Lin not Star Wars." Irma reminded her.

"So if Will can sense the Heart we can find out where it is!" Taranee soon realised.

"And find Marzo so we can kick his sorry butt all the way back to Eternia." Orko soon caught on throwing his fists.

"I..I don't know if I can." Will said in doubt.

"Will." The Sorceress then called. "Stand before me and I shall aid you."

Will while a little hesitant stood up and stood in front of the Sorceress's projection. "Now close your eyes, and free your mind."

Will closed her eyes and breathed following the Sorceress's instructions. "Focus on the power within, feel the Heart and your bond to it." The Sorceress told her.

Will focused and a pink glowing aura appeared around her, much to everyone's surprise. In her mind she could see a brief flash of the crystal then images of Marzo arriving in what looked like the sewer and in front of a portal. Then after a flash she saw the heart was now in Meridian, and heading along a darkened path.

Her eyes shot open as she gasped for her breath. "Will!" Hay Lin and the others hurried over to her.

"What happened? What did you see?" Yan Lin asked her urgently.

"I..I saw Marzo, he…he found a portal in the sewers and.. he's in Meridian." Will told them and they listened anxiously. "It..looked like he was heading towards a clear land."

"The Meridian plains, its close to the castle! Thats where he's going!" Caleb realised the place she was talking about.

"Then you must go there with all haste at once." The Sorceress urged.

"Uh one glitch though without the Heart we don't have our full powers and even Adam couldn't stop him before his little smoke screen." Taranee said, but then Adam reached for a certain sword near his bed.

"Yeah." He said as he turned to the girls. "Well now its He-Man's turn." He said.

"Oh no, here it comes." Cringer trembled as Adam held aloft his sword and said.

"BY THE POWER OF GRAYSKULL!"

The sword hilt unlocked and twisted and beaming from Castle Grayskull and across the veil the Power struck the sword surrounding Adam in a vortex of magic blinding everyone around him. One epic transformation later he was now He-Man.

"I…HAVE…THE POWER!" He proclaimed then pointed his sword at Cringer and with a blast of energy transformed him into Battle Cat who let out a roar.

"That never gets old." Irma said impressed.

He-Man placed his sword in the sheath on his harness and mounted his animal companion. "Everyone get on, we need to get to that portal and fast."

Battle Cat knelt to the floor as it seemed the girls would have to ride with He-Man on the beasts back. "I call shot gun!" Cornelia ran forwards as the girls and Caleb mounted the beast.


Some hours later Battle Cat was riding through the sewer tunnels Cornelia and Will sat up front with He-Man while Taranee, Irma, Hay Lin and Caleb rode behind He-Man at the back of the saddle.

"Whoa! Yikes!" The girls shrieked while Hay Lin and Irma were laughing enjoying the ride. Blunk meanwhile was being carried by Orko as they lead the way. Blunk sniffed the air.

"That way!" Blunk called and as they turned a corner, they found the portal. With no time to lose the group rode through the portal into Meridian.


The Meridian Plains:

On the Meridian Plains, Cedric as well as a battalion of guards and Lurdens were waiting. Cedric looked at the thorn branch covered plains and saw who they were waiting for in the from the mist was the fully restored Marzo, carrying both his amulet and the Heart of Kandrakar around his neck. He stood before Cedric and his guards.

"So you retrieved the Heart." Cedric said rather surprised he even achieved it.

"With no difficulty, the so called Guardians were completely unaware allowing me to succeed where you and your master failed." Marzo gloated admiring said crystal.

Cedric just growled at this sorcerers gloating and extended his hand. "Now honour our arrangement and give the Heart to me."

However Marzo's smirk didn't vanish he maintained it and didn't even take the crystal off his neck. "There's been a change in plans, I think I may keep this crystal."

Cedric became enraged by this development. "That crystal belongs to Phobos! What good could you have for its power!"

"The power of the Heart of Infinity is a great prize indeed, and with it combined with my own amulet I will crush mountains demolish kingdoms which is exactly what I intend to do. As I finish what started at the Hall of Wisdom long ago!" Marzo yelled cackling as lighting filled the air.

The guards roared and yelled in anger and Cedric immediately transformed into his snake form and roared in fury. "Seize him!" He ordered.

The guards and Lurdens charged towards the sorcerer. The latter of which just smirked as he raised his amulet and unleashed a powerful blast of energy which catapulted the guards away like tin soldiers. The Lurdens leaped at him only for him to draw his sword and slash at them releasing an energy wave blasting them into the spiked thorn roots. He swung his sword again swatting away more of the guards.

Suddenly he heard a roar and charging towards him was Cedric who had the intent of tearing this fool limb from limb. He was about to slam his fists to crush him but Marzo surrounded himself with a red energy shield which all but blocked the slamming fists.

Cedric growled as he tried to shatter his protective barrier again and again and again. Yet his efforts were all in vain. Marzo just couldn't help but laugh at the giant snake mans efforts.

"HAHAHAHA! Pathetic and they said the Snakemen nearly conquered ancient Eternia you chose your form wrongly shape sifter!" Marzo taunted. He then raised his hand and blasted Cedric with an almighty force sending him flying into the air and crashing to the ground. The force was so great it forced him to revert to his human form.

"You weak fools! I am all powerful! Once I am finished here I will return to Eternia and claim the vengeance I have awaited for so many years!" Marzo exclaimed.

"Too bad your going to have to wait a little longer Marzo!" He turned and saw leaping down towards him was He-Man, the girls and Caleb riding Battle Cat who unleashed a deafening roar and glared at their opponent.

"He-Man! Here!" Marzo said in complete shock as his enemies dismounted Battle Cat. The Guardians glared at the sorcerer who deceived their friend.

"Hey remember us!" Will glared.

"Ah sad sad, even without your crystals the so called Guardians of the Veil are here." Marzo gloated holding said crystal, he then looked to the Champion of Grayskull. "And He-Man, I learned you had vanished from Eternia for weeks now, but I had not expected to find you here."

"The feeling is mutual Count Marzo." He-Man said. "Prince Adam warned me you were on Earth." He drew his sword. "How are you even here, you were defeated along with Skeletor and the rest of his warriors after you lost your amulet."

"Yes a humiliating defeat, made me even regret listening to Skeletor at all!" Marzo exclaimed. "I was weak and defeated…"


Flashback: Eternia: 2 weeks After Council of Evil's defeat:

In the mountainous swamp jungles of Eternia, the old man Marzo wandered through them for what felt like an eternity in the swampy landscape. He pushed through the leaves and trod through the wet waters.

"I wandered the swampy jungles, of Eternia to reclaim that what was mine." Marzo explained. "For days, and weeks I searched that godforsaken place until finally…"

Marzo pushed past another bush and his eyes widened as he looked to the ground. He saw his lost amulet. "I found my amulet." The old man rushed to pick up his amulet and it was in his hands once more. But when he tried to tap into it, it sparked but nothing happened.

"However it was then, I discovered it had lost a great deal of power." Marzo continued to explained. "There was hardly enough to restore me to my rightful form." Suddenly the amulet began to shine again then pulsing which had gotten the Counts attention. "All of a sudden, it was pulsing with power for it had detected the awakening of a long forgotten power." The amulet showed Marzo a vision of a certain crystal.

"The Heart of Kandrakar, the Heart of Infinity itself, an ancient power that dated back long before the time of the Hall of Wisdom itself." Marzo smirked seeing this jewel and realising what it could do for him. "I realised that the power of this amulet could be used to restore my own powers, so using what magic my amulet I had left I traced that energy pulse to its origin and opened a portal to it."

Marzo used his amulets remaining power, and before him showed him a vision of the planet Earth, then of the crystal itself in the hands of a certain red headed smirked sinisterly at the crystal and then used his magic to open a red and black energy portal. He passed through it.


Earth:Heatherfield:

The portal had opened on a dark alley way on Earth and Marzo leaped out of it. He looked around and saw his new environment. He then saw a faint glow from his amulet and followed its light.


Meridian: Present day:

"And it lead me to the crystal I sought." Marzo smirked. "All I had to do was wait for an opportunity to present itself, and who would think one of a kind heart would provide me with that opportunity." He gestured to a guilt stricken Hay Lin.

"So you used me! You only wanted to get close to me to get the Heart!" Hay Lin exclaimed.

"So why side with Phobos? Last I checked you serve no one but yourself." He-Man told him.

"Hehahah! Your right about that, from the girls memories I learned of the whelp prince and this futile war." Marzo chuckled. "So his fool of a minion told me of you guardians and I agreed to get the crystal for them. But the fool is so blinded by arrogance he didn't see my true intentions."

Caleb drew his sword and stepped forward. "Your the one who's arrogant! Hand over the Heart!"

"Why would I do that boy!" Marzo grinned.

"This isn't a power to haggle over! You are dealing with powers you cannot comprehend." He-Man agreed. "Hand over the crystal before Phobos sends more forces to come looking for it." He extended his hand out.

"How noble you truly are the champion of Grayskull. However I see no reason to surrender my prize to you. With my powers ever growing this world as well as Eternia will fall!" Marzo yelled as his hands surged with power and directed it towards his enemies!

"Move!" He-Man yelled. He, the girls and Caleb ducked out of the way of the blast while Battle Cat leapt in front of Blunk and Orko to protect them.

He-Man stood with his sword then from his back he drew a shield. He looked to the girls. "Will you and the others seek cover Caleb and I will handle Marzo!"

"But A..uh He-Man you need our help!" Will exclaimed.

"Yeah we may not have our full powers but we have enough!" Irma said showing a small ball of water as an example.

Just then Cornelia noticed something. "Wait where's Hay Lin?" She asked. Just as Marzo was readying another attack, a blast of wind knocked him slightly off balance. He looked and saw Hay Lin standing defiantly against him.

"Hay Lin!" Orko exclaimed.

"Get back he's too dangerous!" He-Man exclaimed to her.

"No I caused this mess I need to set it right!" Hay Lin exclaimed back.

"Ha ha an empty threat from a little girl with little power!" Marzo exclaimed as he threw an energy blast towards Hay Lin who quickly dodged out of the way to avoid it. She unleashed a small blast of air at Marzo which did push him back but he pushed back against the air and raised his energised hand to strike down the air guardian before he could however.

He-Man grabbed him by the wrist and deflected his energy blast into the air. Marzo glared at his enemy and the light from his amulet flashed into a shield blasting him back. He-Man quickly regained his footing and charged towards Marzo. The sorcerer then unleashed energy blasts towards him, which he quickly deflected with his shield then swung his sword to deflect another blast.

Marzo unleashed a massive ball of energy and was about to strike He-Man until small balls of fire hit him in the chest. Compliments of Taranee, with what little power she had.

"Taranee be careful!" He-Man called.

"Sorry He-Man but Irma's right! Full powers or not we're still the Guardians!" Will said as Irma used her hands like guns to fire water at Marzo who just blasted it away.

Caleb then charged and swung his sword at Marzo who just stepped, and slid away from all his sword strikes before he caught the blade with his energised hand. "You have courage boy! But futile!" the energy surrounded the blade then to Caleb's horror it turned into a rather large and hungry looking black snake with sharp fangs and large yellow eyes.

Everyone looked in horror at this development. "Whoa, dude just did a Voldemort on us!" Irma said in shock.

"Pathetic fools! Destroy them my new pet!" Marzo exclaimed. The snake hissed and roared as it lunged towards the rebel leader.

"Caleb!" Cornelia exclaimed as she thrusted her hand forwards and vines erupted from the ground and tied around the snake holding it in place. Caleb quickly evaded to the right just as the snake broke loose. It lunged at the girls who screamed as they dodged out of the way. The snake landed on the ground and then turned its attention on Will, it showed its fangs as she backed up very afraid she had no powers to defend herself like the others.

The snake was ready to strike until her salvation came in the form of Battle Cat which grabbed the snake by the head and dug into its head with his sharp claws. The snake cried out in pain and swung its head side to side until finally Battle Cat was shaken off, he landed on his feet growling at the snake.

However the damage was done for it was now blinded by the claw marks he had made on its eyes. The snake roared in anger.

He-Man's sword clashed against Marzos sword as they engaged in combat Marzo unleashed energy blasts at him but he blocked it with his shield. He-Man dug his feet into the ground pushing back the torrent of energy. While he was distracted Caleb leaped in and grabbed Marzo by the neck. He tried to reach for the crystal but Marzo blasted him away. Hay Lin quickly caught in in a small air cushion.

Hiding nearby was Orko and Blunk, they hid behind a thorn root. "Oh we've got to do something!" Orko said.

"But what, Blunk and Orko too small and pretty to fight big bad wizard!" Blunk said.

Orko looked at the battle as Marzo blasted He-Man back and just as Irma tried to attack him with a water blast only for Marzo to blast him away. He also saw Battle Cat avoiding the attacks of the giant snake before slashing at it with his claws.

"Battle Cat don't make a sound or move! Its blind but it can still hear you!" Taranee called but then the snake turned its attention on her.

"Oops!" She squeaked and the snake hissed slithering towards her. She quickly fired a large plume of fire towards the snake but it barely burnt its skin.

"Hey snake bite over here!" The snake turned towards Cornelia who threw out her hand and though weak in power she was able to fling pieces of the ground below her and the boulders impacted it on the head.

Then Orko had a stroke of genius. "Hey Blunk you help the girls with that snake! I'll help He-Man! Will and Caleb."

"What oh no no! Blunk too pretty to be snake food!" Blunk whined.

Caleb was swatted away by Marzo but was hit by an air blast. He summoned his powers and grabbed Hay Lin with his powers and levitated her in the air.

"Hay Lin!" Orko cried and quickly flew over and fired a magical blast at Marzo right in the face. He turned his attention on the Trollan and fired his magic at him, only for Orko to dodge to the left and quickly grabbed him at the neck trying to get the crystal. Marzo struggled trying to grab the Trollan he released his grip on Hay Lin dropping her to the ground. She groaned and saw Orko was struggling to hold onto Marzo.

Timing it carefully Hay Lin leaped up on Marzo trying to reach for the Heart herself but. "ENOUGH!" Marzo yelled his eyes glowed red and created an energy plume which blasted everyone away in a single blast even Battle Cat and Blunk.

They all crashed to the ground as He-Man quickly grabbed Hay Lin. Everyone groaned as they got up and saw Marzo, and his pet giant snake by his side.

"Fools your efforts are all but pathetic! You are all powerless against me!" Marzo yelled. "Now I…" Suddenly he gasped as he noticed something was missing. He had his amulet round his neck but he noticed a certain crystal was missing.

He-Man saw this too and was just as startled. "What's the matter Marzo." Hay Lin said smiling as she held out her hand revealing the Heart of Kandrakar. "Drop something."

Marzo was horrified by this sudden surprise, while the girls, He-Man and Caleb all looked amazed. "Will!" Hay Lin tossed the crystal to the guardian leader and she caught it in her hand and it glowed with power being back in the hands of its chosen bearer.

"Now its our turn!" Will exclaimed before saying the magic words.

"GUARDIANS UNITE!"

Within seconds the girls were engulfed in energy spheres of their respective elements and one by one they assumed their Guardian forms.

"The Heart!"

"Water!"

"Fire!"

"Earth!"

"Air!"

The Guardians stood beside He-Man and the others ready for battle. "You took advantage of my kindness Marzo! But I never give up on who I am, and you were so busy gloating you never saw this coming!"

"You underestimated them Marzo and thats why you will fall." He-Man told him.

"It matters not I still have my amulet and with it I will destroy you all!" He unleashed his power on them but He-Man swung his sword and deflected the blast right back into its sender and blasted him back.

"Take him down!" Will ordered. Everyone charged/flew into action while Marzo glared.

"Destroy them my pet!" Marzo ordered and the snake roared and slithered at its approaching opponents.

Hay Lin and Irma flew above the snake and looked to each other. "Lets see how cold blooded this thing can get!"Irma said to her who nodded.

"WATER!" Irma sent a water blast towards the floor. "AIR!" Followed by Hay Lin letting loose a torrent of cold air freezing the ground below the snake. The slippery surface caused the snake to slither out of control sliding along the ground.

Cornelia then slammed the ground with her hand creating a large stone wall which the snake slammed into with an almighty force. However the large snake quickly recovered and snarled its fangs. Suddenly a painful force dug right into the snakes back. It was Battle Cat who leaped onto the back and dug his saber fangs right into its back the beast shook and shook its head trying to shake Battle Cat off.


Caleb wanted to help but had no sword, just then he noticed one of the downed castle guards and his sword. Smirking he picked up the sword and charged into battle.

He-Man deflected another energy blast from Marzo's amulet with his sword and shield. Marzo unleashed an energy blast from his amulet but Taranee quickly unleashed a large torrent of fire knocking his blast off however just cast a large energy shield around him blocking another fire torrent.

"Foolish child!" Marzo laughed. "My shield is impenetrable!"

"Ah what's it gonna take with this guy?!" Will growled.

"We need to get that amulet away from him without it he's powerless." He-Man told him.

"Thats great and all but something tells me he's not gonna let us get close!" Will said, then suddenly she saw Orko flying in and blasted Marzo with his magic only for his shield to deflect his power, lower the shield then blasted him with an energy blast. An idea hit her. "Thats it! We need to keep him guessing." She turned to He-Man.

"If me and the girls keep Marzo distracted you can attack head on and get the Amulet!" Will said to him.

"That just might work!" He-Man realised.


The giant snake kept shaking until finally it tossed Battle Cat off its back. Battle Cat landed on his feet to the right side and growled at his enemy. However before the snake could attack it was suddenly restrained by tree roots growing around it.

"No you don't!" Cornelia smirked.

The snake used its great strength to try and break free from the roots it was captured by. But suddenly leaping in was Caleb with his sword in hand and with just one slash. He sliced the giant snakes head clean off and it lay there lifeless.

Cornelia, Hay Lin and Irma landed next to Caleb. "Whoa way to go all Hunger games on it rebel boy." Cornelia said impressed.

"Eh He-Mans not the only badass around here." Caleb said. "That is the word for it right?" He then asked which resulted in the girls sharing a giggle.

"Alright one pain in the butt down one to go." Irma said and the rest of the group joined He-Man, will and Hay Lin as they faced down Count Marzo.

"So what's the plan?" Cornelia asked He-Man.

"We're following Wills lead on this." He-Man said to her.

"Okay listen up, Cornelia, Taranee cascade with me and Irma. Hay Lin help He-Man." Will told them. "We need to split Marzos focus in as many directions as possible! Then when he's distracted go for that amulet!"

"Sounds like a plan!" Irma smirked.

"Aw yeah let's show this creep what He-Man and the Guardians of the Veil are made of!" Taranee agreed.

The heroes charged and Marzo yelled unleashing a powerful energy blast towards them. He-Man slashed through the energy blast with his sword then Hay Lin joined him.

"Air!" Hay Lin exclaimed as she unleashed a torrent of air towards Marzo who simply blocked it with his shield.

He-Man then stepped up and span his sword round and around creating a powerful air current of his own adding to Hay Lins, creating the equivalent of a massive tornado which blew Marzo clean off his feet.

"Now Taranee!" He-Man yelled.

Taranee flew behind Marzo who turned to see her behind him. "FIRE!" She unleashed a large blast of Fire blasting Marzo to the ground. However he quickly recovered and unleashed an energy torrent from his amulet which Taranee quickly dodged. He then fired a blast at Irma only to do the splits and dodge it also in the air.

"Miss me now ya have to kiss me!" Irma teased which only angered the Sorcerer and he was about to unleash another powerful blast until suddenly he felt his hand was restrained by something. He looked and saw a root holding his hand. He looked to the culprit namely Cornelia.

However he just smirked sending a powerful energy current down the root burning it. He was ready to unleash his amulets power creating a powerful mandala about to attack. When suddenly he was blasted back by a large torrent water blasted him back.

Irma focused the torrent on Marzo never letting up. However Count Marzo wasn't one to give up so easily he thrusted his palms forwards energised and redirected the water back at Irma splashing her to the ground.

"Ha pathetic you're mastery of the elements is impressive guardians yet your lack skills betray you!" Marzo smirked.

"Then lack this sorcerer!" Caleb charged in with his sword only for Marzo to grab the blade.

"Really did you honestly think that would work a second time?" Marzo chuckled.

"Heh shows what you know!" Caleb smirked.

Marzo saw this smirk when suddenly a roundhouse kick complements of Will kicked him down to the ground, as He-Man came up from behind him and grabbed him by his wrists.

"He-Man hold him still!" Will told him. "Orko, Blunk! Get the amulet!"

Orko flew forwards fast while Blunk raced over and climbed on the sorcerer and tried to pull the amulet off of him. Marzo just yelled and unleashed a massive blast wave blasting everyone off of him.

"Hahaha I'm not like these fools in Meridian ladies you can't stop me so easily!" Marzo exclaimed. "I will destroy you all and take that crystal from you with my bare hands!"

He-Man got up and stood in front of Will and the others. "The Heart of Kandrakar will never be yours Marzo!"

Will groaned as she got up with said heart now round her neck then suddenly it started glowing in a golden light. She then saw He-Man's sword was surrounded in a similar aura.

"Uh…He-Man." Will called.

"Ooohh sword and crystal glow glow!" Blunk exclaimed. The champion noticed the aura around his sword just like what happened with Beast Man and the Shadowbeasts.

"Hey they're glowing just like when we faced Beast Man!" Taranee said.

Then all of a sudden the heart flew from Wills neck and floated in front of He-Man, then it flew down to the hilt of the sword, and the symbol of Grayskull that lay on it suddenly opened to reveal a hole, a hole that the Heart clicked into. The sword was suddenly energised with power and then the same golden aura surrounded all the Guardians.

"Uh guys…what's happening?" Hay Lin asked seeing her glow.

"Yeah what's with the gold look!" Cornelia asked. He-Man looked at his sword and saw the Heart inserted in it as he too was surrounded with the same aura. Then he suddenly had a thought almost as if he knew what to do.

"Guardians on me!" He-Man called and raised his sword in the air and it surged with power, the Guardians almost knew instinctively what to do they stood by He-Man. Will, Irma and Taranee on the right. Cornelia and Hay Lin on the left.

They all glowed bright as the sword surged with power. Caleb, Orko, Battle Cat and Blunk couldn't believe what they were seeing. Marzo was also shocked.

"H..how!" he stuttered.


Eternia:

Deep within the crystal caverns of Grayskull the crystal orb containing the power of Eternia's elders glowed bright and surged with energy and the whole castle lit up with energy that surged into the air.


Meridian:

From the sky above Meridian that energy bolted down and struck the tip of the sword engulfing the heroes, and all their eyes glowed in golden light. The hearts power surged through the sword as the blade glowed.

Marzo unleashed an almighty blast of his magic towards his enemies but it was simply deflected. He couldn't believe it. Then suddenly He-Man lowered his sword pointing at Marzo and the Guardians each placed their hands on the sword hilt.

"YAHHHHHHHHHHHH!" They yelled and unleashed a powerful torrent comprised of Water, Earth, Fire, Air, The Heart and the Power of Grayskull itself it struck Marzo who was overwhelmed by the power they unleashed and it catapulted his amulet away from him. The whole area was engulfed in a plume of light.

The plume died down and revealed the battleground. Marzo was defeated lying on the ground unconscious. The golden light around He-Man and the Guardians faded and they collapsed to their knees groaning in exhaustion.

Caleb, Blunk, Battle Cat and Orko hurried to help their friends. "Hey you guys okay?" Caleb asked helping Cornelia to her feet.

"Uhhhh ask me when my head stops ringing." Cornelia groaned as her fellow Guardians and He-Man stood to their feet.

"What just happened?" Irma groaned.

"I don't know…but it felt amazing!" Hay Lin exclaimed. Just then the Heart detached from the Sword of Power and floated back to Will who took it in her hand.

"Whoa I didn't know the crystal and the sword could link up like that." Taranee looked at the crystal in wonder.

He-Man stood up and looked at the sword then at the heart. He wondered why they would suddenly do that, let alone wonder how they could do it at all. "Nor did I." He thought.

Battle Cat came over and helped Will to her feet, and just then Blunk noticed a certain amulet close by, he crawled over and picked it up to look at it.

"Oooo shiny and powerful, Blunk trade for good deal!" Blunk pondered.

"Ahem." His pupils shrunk and turned around to see He-Man standing above him with his hand out telling him to hand over the amulet. "Oh uh but Blunk give bad object to He-Man to keep safe from bad wizard." The Passling said and handed the amulet over to He-Man who smiled. However their victory was short lived.

They heard a heavy groan and looked to see Marzo was getting up from the ground. However it seemed he briefly flashed back to his old man form before going back to his original form again. He seemed weakened.

"Guys!" Will exclaimed and everyone gathered ready for the worst. However all Marzo could do was laugh.

"You seem pretty happy for a guy who just got his butt kicked!" Caleb glared at him.

"Hahahah! Well fought He-Man it would seem I underestimated these Guardians, but do you honestly believe you've won?" He said as he reverted to his old man form and back again as the girls all looked at him in wonder as did He-Man. "I came for the power that crystal held, and I will not be the last! Others will come!"

He-Man knew he was right about that statement, he knew that a certain enemy of his was already aware of the Heart of Kandrakar if Beast Man appearing on Earth wasn't evidence enough.

"What you all have won't last! You will never be ready for what's coming!" Marzo yelled again making the girls wonder the same thing. "You know I'm right!"

The Guardians all looked at each other and He-Man, as it seems that warning had really struck them. "No, your not right Marzo. Whatever comes our way we'll face it together be it Phobos or you!"

"Because we never give up, and you thought my kindness was a weakness but its a strength sure others may take advantage of it. But that won't stop me from looking at the world a whole new way!" Hay Lin agreed.

"Because we won't always need a battle to succeed but its the faith we have in each other." He-Man agreed. "For now though you must surrender Marzo, and we'll take you back to Eternia and let the King be the judge."

"Heh! The son of the one who humiliated me so long ago, judge me!" Marzo growled as he got back up. "Never and I.. .BE…DENIED!"

He yelled and lunged at them with his sword in hand. However He-Man charged and struck a punch right in Marzos jaw and the impact created a sonic boom that catapulted him into the air and sent crashing into the swamps beyond.

"KO!" Irma cheered.

"Nice uppercut big guy!" Cornelia cheered.

"So what do we do about Marzo?" Orko asked.

"He's not going anywhere, without his amulet he's powerless." He-Man explained. "I'll have to consult the Sorceress on how we handle him."

"I'll send Aldarn and my men to track him down he won't get far." Caleb said.

Just then Hay Lin noticed there was a certain shapeshifter and his men missing from the scene. "Hey where's Cedric and those guards?"

"They must've got away while we were fighting our dear count." Irma realised.

"Then we better find the portal and get out of here before reinforcements arrive." Will suggested and everyone nodded in agreement. So they all left the plains and went in search of the portal back to Earth.


Elsewhere:

Deep within the swamps of Meridian, Marzo lay on the ground helpless and had fully reverted back to his frail form. He was unconscious but then suddenly a large looking shadow stood over him, and two castle guards picked him up and dragged him away.


Hours Later:

Marzo groaned as his eyes fluttered open however when he did he was in for a shock. He was now restrained in chains and in a dungeon. The door opened to reveal Cedric in his serpent form and Phobos standing before him.

"Fool the Guardians to acquire the Heart of Kandrakar is one thing my good Count." Phobos began. "But deceiving me to gain the Heart for yourself is quite another!" He glared at the powerless sorcerer. "However despite your fruitless quest for power, I still have a use for you."

"Pathetic fool, I will be free again and when I am I will end you, the Guardians and He-Man!" Marzo yelled.

Phobos however could only smirk. "How convenient you bring that up." He said standing right in front of him as Cedric slithered forwards. "You will now tell me everything you know about the world you hail from. More specifically about this He-Man! Or I will show you how I deal with treasonous whelps!"

Cedric smirked sadistically as he approached the helpless and powerless sorcerer.

"ARRRRGHHHHHHH!" Marzos scream could be heard echoing from the castle.


Earth: Heatherfield:

As the sun set on another evening in Heatherfield, the girls, Adam, Cringer and Orko were gathered round one of the dining tables in the now closed Silver Dragon.

"Whew that had to be the most intense Friday I ever had." Cornelia sighed.

"Yeah I thought old snake breath was tough but that Marzo was something else, I don't know how you guys beat him the last two times." Irma said to Adam.

"Thats easy by working together." Adam explained.

"Say what did you do with that amulet anyway?" Taranee asked.

"Oh the Sorceress has teleported it back to Eternia, and is going to send it to the far corners of Eternia so no-one not even Marzo can abuse its power again." Adam said.

"And a good thing too." Everyone looked to see Caleb enter the restaurant. "I just got word from Aldarn he and my men search the swamps from top to bottom but they couldn't pick up any sign of Marzo." He said which did bring up some concern among the girls. "Its almost as if he's vanished of the face of Meridian."

"So could he still come after the Heart?" Hay Lin asked.

"Nah if anything I'd say he'll be more worried you might come after him after that cool light show you and He-Man pulled off." Orko said.

"Well I think we should do something about him." said Irma.

"Well there's nothing to do, he's powerless without his amulet plus he can't get back to Eternia." Adam explained. "I'd say thats punishment enough."

"Yeah and good riddance, I still can't believe I was so gullible." Hay Lin admitted.

"Hey its not your fault Hay Lin, your heart was in the right place." Taranee told her.

"Yeah its like not your fault the old guy you helped was a psycho wizard in disguise." Cornelia agreed.

"Besides your not the first person Marzo tricked talk to Mekaneck sometime he's got his fair shame of regret." Orko said.

"He's right so don't feel bad Hay Lin, your a very kind person and don't let one bad experience stop you." Cringer said rubbing his head on her arm purring.

"Aww thanks Cringer." Hay Lin hugged his head.

"Yes my little Hay Lin your a good kid and don't let one crabby old wizard tell you differently. Phobos believes compassion is a weakness but not at all. It is strength." Yan Lin agreed.

Everyone nodded in agreement on that statement however Will lowered her head looking worried. "Hey you okay Will?" Taranee asked.

"Well no, I just can't get Marzos warning out of my mind." Will explained. "We know Phobos wants to try and take the Heart for himself but now he's not the only one."

"I'm afraid your right the awakening of the Heart has unfortunately caught the attention of others wanting its power." Yan Lin be grievingly said.

"Yeah but one other thing, just how was the Heart able to lock into Adam's sword like that it never did that before?" Irma wondered.

"Locked into it?" Yan Lin asked.

"Yeah the Heart inserted itself into the sword supercharging He-Man and the Guardians!" Orko explained.

"Not to mention that light show Will and He-Man pulled off on Beast Man and his goons." Cornelia agreed.

"Hmm I see. This is unknown to me." Yan Lin wondered.

Taranee then pondered on this for a moment then had a thought. "Hey Adam didn't you say that those who control the power of Grayskull controls the power to be Masters of the Universe? And to call it you use the sword?"

"Yeah its the power of Eternia's elders." Adam said. "But Taranee the sword is just a conduit to channel the power through me when I transform to He-Man."

"Okay but if the sword glows while in the Hearts presence doesn't that mean they're somehow connected to each other. Like similar power?" Taranee asked. "I mean I may not know much about magic but maybe they have some similarity to each other."

"I wouldn't know that. But I do remember the Sorceress saying something about how the power of Grayskull and the Heart of Kandrakar share a similar degree of power, I didn't really know what it meant before." Adam wondered.

"Wait you mean they're the same level of power!" Hay Lin wondered.

"I don't know." Adam said as he stood up. "But one thing has defiantly been made clear. Beast Man and the Shadow Beasts, Marzo ending up on Earth, it all comes back to one thing." The girls, Orko, Cringer, Yan Lin and Caleb all listen to what Adam is saying.

"The Sorceress was right our worlds are starting to collide, and it'll only be a matter of time before Skeletor comes here himself." He said before sighing. I've given it some thought…and its time for me to return to Eternia and find out just whats going on."

To say everyone was surprised by Adams decision was an understatement. They knew he was feeling a little homesick, not to mention learning how Skeletor was taking advantage of He-Man's absence but all it took was the presence of a sorcerer to make up his mind.

"I know I said my place is here but if Skeletor knows of the Heart I…" "Adam." Will said getting up from her seat.

"Its okay we get it, you honestly didn't think we noticed how you've been feeling since you spoke to Man At Arms. If you want to go home we won't stop you." She said which did relieve Adam a little. "In fact. We're coming with you."

"What?" Adam said surprised.

"Yeah princey boy you can't give us the slip that easily." Irma said standing in agreement.

"Absolutely." Taranee stood up agreeing as well.

"If you think we're letting your Grayskull powered butt out of our sight your nuts." Cornelia agreed.

"Oh you just want to see the Royal Palace and get the royal treatment." Irma smirked with a raised eyebrow.

"Yeah that too." Cornelia waved her hair around.

"Besides Adam you said so yourself we're a team where you go, we go. Besides I want to see what Eternia looks like." Hay Lin agreed. "I bet it's just as beautiful as you told us it is."

"Y-you sure?" Adam asked not knowing what to say.

"Its like we said before we're all right there with you Adam." Will smiled to him, and the Prince of Eternos seemed quite touched by their dedication. He then looked at Caleb. "And what about you?"

Caleb looked down conflicted. "Well I don't know if I can just step away from the Rebellion especially with Phobos and his snake right hand still hunting for the heir."

"So just tell the Rebellion to lay low in the Infinite City for a while, besides it could still take Phobos weeks to find the heir." Irma pointed out. "Besides if Adams dad has been to Meridian before maybe he could give us a clue."

"I..don't know..." Caleb wondered but then Cornelia gestured to Irma to let her handle this.

"Oh and what about seeing the Legendary Castle Grayskull." Cornelia said in a hinting tone which seemed to get Caleb attention.

"Well I guess it'll be sometime before Phobos can try anything, and if there's a threat that'll threaten Meridian more than he does. I can't ignore it." He said determined. "Plus I kinda want to see the legendary Castle Grayskull with my own eyes."

"Ooo new world new treasures!" Blunk said excitedly. "Me come too!"

Yan Lin then stepped forwards. "I do agree, and I could use a change of scenery I will come as well."

"You grandma?" Hay Lin asked. "Thats great!" She said happily. "Now all we need to do is think about what we're gonna tell our parents."

"Oh that shouldn't be hard, hey mom me and my friends are going with our friend Adam to a magical kingdom to fight evil monsters we'll be home for dinner." Will said with her fingers like a phone.

Everyone looked at her with crooked eyebrows and weirded looks. "Just kidding." Will joked. "We'll just say its a weekend trip to help out a friend."

"Don't worry I'll see to your parents." Yan Lin added.

"Sounds good to me." Taranee agreed.

Adam, Cringer and Orko were all speechless their friends were willing to accompany them to their home dimension. Not even knowing what awaits for them on Eternia. Adam couldn't help but smile they were true friends.

"So your all agreed?" Adam asked. The girls, Caleb, Blunk and Miss Lin nodded in agreement. He looked to Orko and Cringer who also nodded and smiled. (If Orko had a mouth)

It was then Adam reached a decision. "Alright then. In that case." Adam looked out as did everyone else knowing what lay ahead. Their new destination.

"Next stop…Eternia."


Moral:

In the basement of the Silver Dragon, Cringer was relaxing and was then presented a bowl of milk, by Hay Lin. Cringer happily took a drink of it, as Hay Lin happily stroked his head she looked at the fourth wall.

"Being kind to others is an amazing feeling, the more we give the more we receive." Hay Lin said. "But sometimes there are those who can take advantage of ones good will for their own benefit." She sat down next Cringer. "Just as Marzo did in todays chapter, but just because one person takes advantage of your good nature doesn't mean you shouldn't give up on being kind to others."

"Right b-because kindness is more powerful than we realise, some say its weakness but when we're kind to others and receive that kindness in return that is called strength." Cringer added.

"Thats absolutely right Cringer." Hay Lin smiled before looking to the fourth wall again. "Until next time." She beamed.


Authors Notes: A..nd scene! What a battle the Guardians and He-Man have defeated Count Marzo and reclaimed the heart. But it looks like Marzo has now got problems of his own, and though they do not know it Phobos may have gained valuable information. Now it seems they've discovered theres more to The Heart and the Sword of Power than meets the eye. More will be explained in the coming chapters. Now I know in the series and comics it didn't indicate that Will could sense the Hearts presence but I thought it be a good addition to this story. Considering the Heart binds and connects the Guardians and their powers together it makes sense that the bearer of the Heart should have a means of sensing its presence, the whole mystical bond thing.

Now though our heroes are off to Eternia to uncover answers and mysteries of what exactly has been happening in He-Mans/Adams absence. This little homecoming will be a three part chapter with plenty of surprises along the way.

Until next time

BY THE POWER OF GRAYSKULL!