I do not own Winx Club, it all belongs to Ignio Straffi and Rainbow S.r.l. I simply find enjoyment in tweaking the story just a bit. I hope you guys enjoy this story, and I'd love to hear what y'all think!

The Winx have returned from Stella's failure of a Princess Ball in time for the new school year to start. And this year, they are seniors. Layla has received word that trouble is brewing on Andros. Little do any of the girls know the trouble.

Chapter 1:

It was dark, Grizelda – doing her nightly routine – marched down the hallway, carefully listening and watching for any young fairies out of bed. No students were allowed to leave their dorms at such an hour, the professor sniffed at the idea of fairies staying up frivolously throughout the night. She clung her clipboard a bit tighter and quickened her pace, she stopped when she heard music coming from farther down the hall. She sniffed again when she saw light coming from the Winx's dorm room.

Grizelda marched towards the door, her hand balled into a fist and raised, ready to knock the door down, if need be.

"Leave them be, Grizelda." Mr. Faragonda lowered the hand. "These girls have had a long day, I think they could use the celebration."

"But it's a quarter to 11:00. Lights out was at 9:00!" Grizelda huffed.

Faragonda winked, "I think we can let it pass just this one time, don't you think?" Her lips curled into a smile, she clasped her hand together and gracefully walked towards the staircase.

Grizelda closed her gaping mouth and clutched her clipboard even tighter before sighing and returning to her routine. She began the descent down to the main floor, when she heard a door open. She craned her neck and with her hawk-like vision, saw Layla close the main door behind her and shuffle into the school.

She opened her mouth to punish Layla, but shut it when she remembered that Layla had been given special permission to leave to take care of whatever was happening on Andros.

She cleared her throat, "I see that you're home safe."

Layla looked up from the ground, she looked tired and…sad. "I guess you could say that."

"Well I won't keep you up, get some sleep." Grizelda tried to smile at Layla, but her lips wouldn't budge, only twitching in defiance. "Good night." She turned and headed towards the staff suites.

"Good night." Layla mumbled. With her head down low, the Princess of Andros headed to her dorm room.

"Can you believe it's the first day of school?" Flora twirled about the room. "Already so much has happened to us."

"Don't even mention my Princess Ball. I don't want to hear about it." Stella buried her face in the nearest pillow on Bloom's bed.

"Look at all the new students! We used to be just like them!" Bloom was at the window peering down at the quad.

"You know what we should do after school today?" Stella suddenly perked up, "We should all celebrate the beginning of the school year and the return of my good looks!"

"I like the sound of that." Musa and Tecna nodded in agreement.

"What do you say, Layla? You in for girls night?" Flora scooted next to Layla on Bloom's bed.

Layla looked up, all the girls smiled brightly at her, but she could see the worry in their eyes. She knew that they were concerned about her and wanted to know what happened on Andros. "Yeah, sure." She nodded before standing and heading towards the door. "I need to go unpack."

As the door closed behind her, the girls each eyed each other.

"Do you think something happened on Andros?" Musa asked.

"I don't know," Bloom tilted her head, "But Layla isn't herself, that's for sure."

"Ah, I'm sure it's just jet lag." Stella waved her hand as if fanning her worries away. "C'mon girls, let's get to class."

Bloom glanced over at Layla's closed door and frowned. She was almost positive it was not jet lag.

"Did you see that new student from Melody?" Flora asked. The girls were waiting in the living room of their dorm for Layla to go out tonight

"Galatea? She's amazing!" Musa nodded.

"What about that girl from Zenith, and didn't you know that Nova girl?" Bloom pointed at Stella.

"Me?" Stella asked, and then grinned, "Nova and I were once good friends. I got her to tell me the latest gossip on Solaria. Apparently, Cassandra is mind washing my father…and Chimera is taking my spotlight!" She ground her teeth together and eventually her growls faded into nothing.

"What's taking Layla so long?" Flora asked. "She's been in there all day."

They all looked at the closed door.

` Musa slid to the door, and not bothering to knock shouted, "Hey, Layla!"

A few seconds passed before Layla cracked the door open and saw five pairs of eyes staring back at her.

Bloom grinned, "C'mon, its girls night! Remember?"

Layla's eyes fell to the ground, "Sorry girls, maybe some other time. I have a lot on my mind."

Musa shook her head, "Layla, we're your friends. We want to help if we can, but you gotta let us in."

Layla looked up at the girls and suddenly her eyes began to brim with tears.

Flora rushed over, "Take a seat, Layla. We're here for you." They led Layla to the couch and waited for the emotions to pass.

"My planet, Andros, was attacked by a powerful wizard named Valtor. Apparently he escaped from the Omega Dimension and came through the Omega Portal that we guard on Andros. He's destroying the entire planet and we can't stop him, no matter how hard we've tried." Layla's voice was cold and emotionless.

The girls glanced at one other, each reading the same expression: fear.

"But I thought the prisoners in Omega were imprisoned to never escape, or even move." Bloom said. "How did he get out?"

"Our guess is the Trix."

The girls gasped.

"Icy and the others were sent to Omega the very same day that Valtor broke free."

Tecna rolled her eyes, "And I wouldn't be surprised to find out that Icy was able to break free from those ice coffins."

Layla nodded, "Exactly what we thought."

"Hasn't anyone come to help?" Flora asked.

"The Magix Council has sent us reinforcements, but no matter how hard we try, everyone who faces Valtor ends up becoming one of his minions, they become these horrible, monstrous creatures. And I don't think Valtor will stop there, The Magix Council says that we should be worried about all the realms and planets. The whole universe is in danger."

Bloom tightened her jaw, lost in thought.

"Oh Bloom, I know that face." Stella frowned, "Please don't say what you're thinking."

"Stella!" Bloom exclaimed. "Layla is our friend, and her planet is in danger. We have to help!"

The other girls nodded and cheered in agreement.

"We're not gonna let Layla down." Musa said.

Bloom's facial expression drew serious, "We're going to stop Valtor, we're going to save Andros. I don't want what happened to Domino to happen to Layla's planet too. I'm not going to let that happen."

Layla looked up at her friends, "Thanks guys. This means a lot to me."

Stella rolled her eyes but then winked. "Count me in!"

"Does Andros normally look this bleak?" Stella hesitantly landed on the sandy beach. Her face made it clear she did not like what she saw. The sky was completely blacked out with thick, dark clouds that nearly choked out all the light. The waters weren't much of an improvement: dark, murky, and still, as if it were a dead sea.

"You know the answer to that question." Layla retorted and landed next to her. "You girls really don't have to stay if you don't want to. I don't want to force you."

Bloom shook her head. "No way, we came here to help you, so that is exactly what we are going to do!"

"And we can't let you have all the fun!" Musa joked.

"Layla? Is that you?" A voice shouted out from the ocean.

The girls turned, a beautiful red-haired mermaid was swimming closer and closer to the shore, only her torso visible above the water line, but Bloom could see her skin slowly fade into scales along her waist. She had never seen a mermaid before and watched in awe as the mermaid finally reached the shore. Her red hair was pulled back into a long ponytail, and her eyes were gold. Small red, yellow, and blue wings sprung from her back and her tail was light shade of violet. She was holding a threatening looking sword, but it was loose in her hands. Bloom could see that the mermaid looked exhausted.

"Tressa! You're okay!" Layla ran into the ocean, not caring that she was knee deep in brown water.

The young mermaid threw the sword aside and let Layla run into her embrace. "It's horrible, all of the mermaids….they're monsters. And mother was kidnapped by them, I know where she is, but I can't save her, there's too many of them!" She began to cry

"It's okay Tressa." Layla grabbed ahold of Tressa's shoulders. "I brought friends who can help. Meet the Winx! Girls, this is my cousin, Tressa."

The mermaid looked over at the Winx with wide eyes. "I don't understand, why would you risk your lives for us?"

"It's kind of what we do." Stella sighed.

Bloom waded into the water and grabbed ahold of the mergirl's hand. "We'll do everything we can to stop Valtor from destroying your planet."

"Speaking of Valtor," Tecna was holding a computer in her hand, "My scans detect an incredibly powerful lifeform over in that direction." She pointed out towards the ocean where in the distance Bloom could see the ruins of some abandoned palace.

"But what about my family?" Tressa asked.

Layla looked conflicted. "Tressa's right, my family is in danger."

"Then go to them. We'll take care of Valtor." Bloom said. "Just let us know if you need backup." She flew up into the air and waved at Tressa and Layla down below. "You guys be careful."

The rest of the girls rose up and followed Bloom towards the ruins.

Icy studied Valtor. His clothing looked outdated, but not unattractive. Seventeen years in the ice prison had treated him kindly, very kindly. His hair reached just below his waist, light in color, smooth and flawless. He had pale skin, high and strong cheekbones, a chiseled jawline and sharp hawk-like grey eyes. He wore a loose, ruffled white shirt underneath a maroon vest laced tightly across his broad chest. He wore a dark maroon coat, the hem gathering below his ankles. His violet pants were tucked into his tall, black boots. With all the layers, his muscular build was easily hidden, but Icy could see by the way he stood that Valtor was incredibly strong. He looked young, in his late twenties or early thirties; but with wizards, you could never tell.

Icy liked Valtor.

"So…now what?" Darcy slumped against a crumbled statue. They were sitting within a bubble of air underwater, created by Valtor. They watched as around them, mermaid minions skulked and watched from outside the bubble. "We have are minions now. Are we just going to sit here?"

Stormy nodded in agreement, "Yeah, why are we still here?"

Valtor raised a hand, "Silence we're waiting."

Darcy slumped even lower, For what?" She glared at Icy and mouthed, "Bored."

"We're not waiting for what, but who." Valtor's lips curled into a wicked smile, "We are about to have company."

Icy walked over to her sisters. Darcy and Stormy didn't look happy, "I thought this guy was going to be exciting! I thing being trapped in that ice has made him slow!" Darcy whispered. "We should leave now before we die of boredom. "of boredom."

Icy held her sister in place, her long blue nails digging into their shoulders. "Let's wait and see just what kind of company he brings. Besides, don't you find his aura intriguing? He has so much negative energy, he's for sure one of us…we just have to let him warm up."

Dracy flung her brown hair behind her, "He had better impress me quickly."

Stormy ripped free from Icy's grip and pointed up towards the surface. "Sisters! Look! It's the Winx!" Five shadowy figures were flying over the ruins.

"What are they doing here?" Darcy exclaimed

"I bet the Andros princess brought them here." Icy ground her teeth. "Come on, let's take care of them."

"Stop." Valtor, on the opposite side of the bubble turned to face them. "You follow my rules, you follow only my rules." His voice was calm, but the Trix could feel powerful energy behind that voice.

Icy, unafraid of the powerful wizard, sidled up to him, linking an arm through his. "What do you plan on doing, Valtor? I think I should let you know that these throat-gagging pixies are a waste of your time. Let my sisters and I take care of them, it's the least we can do."

Valtor turned to look into Icy's eyes. "Have you defeated them before?"

"Well…" Icy dug her nails into her palms, she detested the idea of Valtor seeing her as weak and powerless. She wanted – no - needed him to see her as someone he could share the glory with. As much as Valtor most likely wouldn't admit it, they were a lot alike. She yearned for power and control just as he did. The only difference was that Bloom and her little club ruined everything. This was her one chance to prove she was the most powerful witch in the entire Dimension.

"I see." Valtor smirked, the silence was answer enough. "I want you and your sisters to distract the Winx from Bloom, she is the only one I truly need. But I want the others alive as well, for scientific reason. I hope that you can…restrain yourselves. Can you handle that?"

"Can we handle it?" Icy said through gritted teeth. "You can't treat us like your minions. We agreed to work with you, not for you! Don't play around…or else you'll be dealing with another seventeen years under a layer of ice." Her hand was glowing with a deadly sheen of white.

He chuckled. "If you want even a piece of the power that I have, you'll have to listen to me...and right now I need you to obey me."

Icy shot one last withering stare before turning to leave.

"Oh and Icy," Valtor stopped her, he was facing away from her, but she could still the upward curl of his lips and his half-closed eyes. "If you were a minion, you would be dead before you had even finished that threat. Watch your tongue the next time."

Icy felt the pain of her nails in her palms, she looked down and saw a small drop of red trickle free from underneath her perfectly manicured nail. She breathed in deep, she wasn't going to let him see her weak. She would prove to him, she would be worthy of his praise.

"Sisters, with me." She commanded.

Darcy and Stormy, who had witnessed the whole conversation, stiffly followed Icy out of the bottle and towards the surface.

Bloom looked down at the waters below her. Layla had shown the Winx photos and videos of Andros but what she was looking at now was nothing like them. She remembered the waters being so blue and clear. Layla told them how you could always see mermaids playing in the water, and how the fish were never afraid to approach you underwater. The waves were alive and playful, perfect for surfing; but looking at it now, no one would ever believe that. The waters were still, the water colorless and no mermaid tails could be seen splashing above the surface. She wondered what if this was what it was like days before her planet was destroyed.

"Bloom, I think Layla was right about the Trix." Tecna stopped and hovered midair. "I detect three other lifeforms right in front of us."

"You mean us?" Icy, Darcy, and Stormy broke through the dark clouds, each wearing their signature sneer.

"Why can't you guys just give up?" Stella shouted. "You know how this battle is going to end!"

"Oh really?" Icy raised an eyebrow. "I wouldn't get so cocky just yet, princess." She jabbed her hand out in front of her, white shards of ice rocketing towards the Winx.

Stella glared at Icy, avoiding the shard just by a few inches. "I say we converge and just blast 'em out of the sky."

"My thoughts too." Musa exclaimed.

"It won't work," With a flick of her finger, a three-dimensional display of the area around them popped out of the screen like a pop-up book. The girls circled around the display, blocking the view from the Trix. Glowing green dots were scattered above the ruins. "The Trix have situated themselves to be too far apart from each other for only one conversion spell to work.

"So we split, and use our convergence on one member of the Trix. Except me, I'll take care of Icy." Bloom said. "I can handle her."

"Bloom, are you sure?" Flora's face darkened, "Icy isn't like the other Trix."

"I'll be fine, I promise." Bloom's eyes glinted. "Are you girls ready?"

The girls nodded.

Musa and Tecna nodded at each other before flying backwards away from the circle first, slowly creeping towards Stormy. Stella and Flora did the same, but towards Darcy. And Bloom stayed in the center, but her eyes were locked onto Icy's cold stare, and she daren't tear her eyes away.

"Well this is different, splitting up." Icy cooed. "I guess that means it's just me…and you." She eyed Stormy and her struggle against Musa and Tecna, she was definitely the most weak of the three. She then eyed Darcy who was holding Flora and Stella off, but quickly losing the advantage. Little did the Winx know that they had made Icy's plan that much easier. She smirked, but quickly hid it away upon seeing a fiery cannon of magic vault towards her. She dodged it and glared at Bloom.

"That's right Icy, me and you." Bloom's hand was glowing with fiery power. Flames licked up and down her arm, but the warmth was pleasant and warm to the touch.

Icy slowly crept backwards and down towards the ruin. Her hand was slowly turning a crystallized blue as ice particles gathering and swirled around. "You have no idea how long I've been waiting for this!" She hissed. She launched a blade of ice at Bloom's face.

Bloom could feel the cold blade whoosh past her as she dived to the left. She was just able to steady herself when another blade blasted towards her. Growling, Bloom sliced her flames through the blade and watched satisfactorily as the blade turned to water and plummeted into the ocean below. She threw blast after blast of magic at Icy. The witch turned and raced away from the sky towards the ruins below them. The coward.

"Don't run away from me, Icy!" Bloom shouted. She looked back at her friends, they were doing fine, it seemed. She turned back and raced towards the ruin. She squinted, looking for Icy. She must be hiding behind a boulder. She landed in the center of the platform and looked around. Where had that witch gone?

Layla barely managed to keep up with Tressa. It was difficult swimming with a mermaid, especially a frightened one. Her arms and legs were aching from pushing herself through the murky and dark waters. With nothing but the sounds of Tressa's whimpers to distract her, Layla's thoughts strayed to her parents. Valtor had only attacked the oceans, and all the surface people had been more or less unharmed, why was Valtor's focus all on the mermaids?

Tressa gripped Layla's hand, her nails nearly puncturing the skin. "This way." She mouthed and pulled her cousin into the shadows of a looming tower ruin.

Layla said nothing, but craned her neck to see what Tressa was hiding her from. To her shock, three hideous mermaids lazily swam from behind a cluster of coral, they were snarling and gnashing their teeth together, but nothing more. She could see the reminiscence of their once-beauty. Their warty skin and shard-like teeth were just a few of the transformations Valtor had cast upon them. A wilted flower was tucked behind the ear of a blue-haired mermaid, and her back was bent out of proportion. Layla cried out in dismay. The mermaid whirled her head around, its yellow eyes scaling the ruins. Layla shrunk back, holding her breath.

Tressa grabbed Layla's wrist again, her eyes wide with fear, "Let's go." She mouthed and led Layla away from the small troop of mermaids.

As soon as they were a safe distance from the mermaids Layla opened her mouth. "Why would Valtor do such a horrible thing?"

Tressa shook her head, "I don't know, I don't anything, it happened so quickly, there was no warning. Father, Nereus, and Tritannus are out hunting, so none of them even know what is happening. It's just mother and I, and she told me to run and hide, I wish I had stayed with her." She began to shake with emotion. "Maybe I could have stopped her from being kidnapped."

"Tressa," Layla stopped Tressa from going any farther by grabbing her shoulder, "It's not your fault. You did what Ligea asked you to do, and we're going to save her."

"What if they turned her into a monster, like everyone else?"

"I'll use every bit of magic I have to make sure she's not." Layla gripped Tressa's shoulder more tightly. "I promise."

Tressa smiled weakly, "Layla, it's been so long since we've been together, but you really haven't changed. You're always looking out for me. Thank you." Her smile quickly faded and her eyebrows creased with worry.

Layla nodded. "Tressa. Ligea will be okay."

Tressa glanced at Layla, "I hope so."

The girls resumed their swim, Tressa had told Layla that Ligea was in the unused prison that had been sealed a century ago. Valtor had unsealed it and the Mermaid Queen was the only prisoner…supposedly.

"It's here." Tressa stopped Layla and pointed at the bottom of the ocean to a dark and menacing cave that had a sickly yellow glow coming from inside.

"Well this looks pleasant." Layla said through gritted teeth.

"There will be mer-monsters guarding the cell my mother is in. Do we just swim in and attack?" Tressa pulled a jagged sword from the buried ocean floor and slashed through the water.

"I think we may need a better plan than that?" Layla said slowly, the wheels in her brain were churning. "But I'd keep that sword…just in case."

Can I just say that I loved writing the scene with Valtor? It was uber fun! Thanks for reading!