A/N: Hello all. Long time no . . . type?

Yes, in contrast to popular belief I have not disappeared off the face of the planet. I just fell into a bit of a lull with my writing over the last few years but at the start of this year I did something that changed everything; I quit my job so I could go and study nursing (like people nursing). And as it turns out I'm still as easily distracted from my studies as I was in high school when I began a lot of my other stories.

I'm still stuck on my third installment of my 'Brothers' series but I always have a few side projects going that I can escape to when I hit a bit of writers block. Something small and easy to loose myself in for a little bit and get the juices going again. This story here is one of those projects. I had the idea back when I was writing the final chapters of my 'Brothers At Arms' story but it didn't ready calcify until I went and saw the stage show Wicked back in 2010. Since then I've been working it on and off, but it wasn't until the start of this year that I really got it.

And man oh man did it grow out of control. My little side project is now over two hundred pages long and like twenty-one chapters plus an epilogue (which I still need to finish). I'm still editing chapters but I will try to get them uploaded on a regular basis.

So I guess I should just get on with my story. It's an alternative ending to season one but eventually ties into the canon beginning of season two. Enjoy!

THE GREAT WITCH REBELLION

By tears-in-rain

Chapter One

It was over. The Last Princess of Sparx had failed. The Trix Sister's and their Army of Decay had conquered Alfea. The Realm of Magix was theirs.

The teachers of the three schools were all imprisoned in the dungeons of Cloud Tower, which now belonged to Icy who spent her days preparing for the next phase in her plan to enslave the Magical Universe. Darcy resided at Red Fountain so that she could reinforce her rule over their newly acquired dragon cavalry. The dragons were a vital part of Icy's plans for total domination, so Darcy needed to be certain that she had complete control over the hypnotised heroes that she had 'recruited' to ride them. The final Trix, Stormy, had remained at Alfea to oversee the remaining students they had captured in the final battle. She also had been tasked with encouraging the prisoners to enlist themselves into aiding the Trix, usually by means of torture.

And finally, the Army of Decay had been turned loose to roam freely throughout the forest surrounding the schools and Lake Crysalous. The rot monsters would then suck all the nutrients out of the landscape and turn it to rot, thus expanding the size of the Army. The Army would need the extra strength and numbers for when the Trix would lead them out of Magix and turned their attack on the next realm. The rot monsters were also ordered to capture any Alfea, Red Fountain or Cloud Tower students who had escaped during the final battle and return them to Stormy to deal with.

The Trix Sisters had conquered the Realm of Magix and there was no one powerful enough to oppose them.

Prince Sky of Eraklyon was utterly exhausted, but he didn't dare slow down. Stopping just wasn't an option. He needed to get as far way from Alfea and the Army of Decay as possible and that meant running full pelt through the undergrowth of the woods. The fact that he – a hero in training – was knowingly fleeing from a fight was so cowardly that it made him sick to his stomach, but he knew that it was the only choice open to him at the moment so he just kept running no matter how much his legs burned.

It had been clear the moment that the Trix and the Army of Decay had gained the upper hand. Darcy and Stormy had joined their power and took down both Ms. Faragonda and Miss Griffin, and then Saladin had been no match for the two witches on his own. Codatorta and Griselda had tried to hold things together, but then Icy had returned from her one-on-one battle with Bloom and it was all over. There was nothing anyone could do to stop them. No one had the power to stand up to just one witch, let alone the three combined. And that's when the Alfea-Red Fountain-Cloud Tower alliance fell apart.

Most of the students were captured immediately but there were a few that had managed to escape into the trees, running blindly find someplace to hide. Sky had no idea where he was going but he did know two things; one, he wasn't safe yet so he couldn't stop running, and two, he must not let go of the slim, feminine hand that was tightly holding onto his. No matter what happened, he couldn't let her go. He had lost track of everyone else – his friends, his classmates, his teachers – and he was not going to lose her. As far as he knew, she was the only friendly face he had left and he was ready to die before he let anything happen to the fairy.

"C'mon! Don't stop!" he panted. He really didn't have the energy to talk, but he could hear the fairy's sobbing breaths and he could feel her begin to slow down so he knew she needed the encouragement. He couldn't afford to look back at her – the ground was too uneven and there were far too many trees for him to try and chance it – but he was well aware of how tired she was. She had transformed out of her winx form well before he had grabbed her and dragged her into the woods so she no longer had the energy to conjure up enough magic to zap a mosquito let alone a rot monster. Sky needed to get her to safety.

Sky had no idea how long they had been running but to him it felt like days. However, it must have only been a few hours because the sun had just started to set when the fight had turned and now night had truly fallen, the moon hidden behind the thick cloudbank that covered the realm. With the darkness and the uneven ground, the two teenagers tripped and stumbled over countless unseen obstacles, but Sky didn't slow their pace. They had to get away. They had to survive.

"Sky . . . please . . . Slow down," the fairy begged. She was exhausted and could barely keep up with the fit, young hero. She had no conscious control over her legs and was literally just being dragged along behind him so it was inevitable when she tripped and wasn't able to recover. Instead, she crashed painfully down onto the forest floor. Her hand was ripped free from Sky's in the fall and it took him a few seconds to slow down enough so he could go back for her. She made no effort to get up on her own accord.

"Come on, we've got to keep going," Sky stressed, crouching down in front of the fairy to try and drag her to her feet without success.

"I can't . . . I can't . . ." the fairy sobbed, her long, bright hair falling in front of her face and her body shaking from exhaustion.

"You have to. We can't stop. We've got to keep moving, now get up," Sky begged, but she continued to lie facedown, crying on the cold, dirty ground. Sky's whole body ached to see her like that. This wasn't the fairy he knew. This wasn't the same bright, cheerful girl who always brought fun and laughter into his life. This was a sad, beaten and broken version of a girl he adored but he was determined to protect her from everything, including her own dark thoughts if need be. "Stella, please. Get up."

"No," Stella cried. "W-We have to go back."

"We can't. We've got to keep moving until we find somewhere safe," Sky reminded her, trying to get her up but she was dead weight in his arms. "Come on, Stella."

"We have to go back. They've got Flora. I saw them take her," Stella told him. The Princess of Solaria was so tried and upset that she was getting hysterical as the images of the last few minutes of the final battle flashed across her mind. "One of the rot monsters had Mirta and Flora tried to help her but then . . . but then . . . We have to save her. We've got to go find Flora!"

"We can't!" Sky said firmly, grabbing hold of Stella's shoulders and forcing her to look at him. Her flawless face was filthy and her hair was messy and damp with sweat but what stood out most for Sky were her wide, tearful eyes. They weren't the cheerful honey coloured eyes he was used to looking at. These ones had a sad, defeated look to them that made the girl look like a complete stranger. "There is nothing the two of us can do to help her right now. We have to save ourselves first before we can think about the others."

"What?" Stella gasped in horror at what he was suggesting. "We can't just abandon our friends!"

"We're not. We're just surviving long enough so that we can help them as soon as it's possible. We can't do anything now, but I swear, as soon as I'm able to I'm going to bring the full force of Eraklyon's armies down on those witches, and I'm sure you're going to want Solaria in on that action as well."

"Those damn witches. I hate them! I hate all witches!" Stella shouted in an exhausted sounding voice. "Even the ones that were on our side betrayed us. Did you see them? They were the first ones to run away. We could have won if those cowards hadn't bolted."

"We can't waste our time thinking about what could have happened. We need to keep moving," Sky told her again.

"I can't. I'm too tired. Just go on without me."

"No! I'm not leaving you. I've lost track of too many people tonight. I'm not losing you."

That was the point where Stella started to cry again. "Bloom? Where is she?"

"I don't know," Sky answered her, his voice strained. The last he had seen of Bloom was her going off the fight Icy one-on-one. Icy had returned from that fight, but there had been no sign of the Last Princess of Sparx. Sky heart ached at the unknown, but he forced himself not to think about it. He was of no use to anyone if he went to pieces thinking about his missing friends and right now he needed to look after Stella. He owed Brandon and Bloom that much. "C'mon. I need you to climb onto my back. I'll carry you for a bit if you can't walk any further."

It took some time and effort, but eventually Sky managed to get Stella onto his back and at as fast a pace that he could manage, he took off again into the night. Stella lay limply on his back, her head resting on his shoulder and Sky could tell from the sound of her breathing that she was going to fall asleep soon. However, before she did finally give into exhaustion, she whispered five words that Sky heard clearly.

"I wish Brandon was here."

'So do I, Stella,' Sky thought. 'So do I.'

Unlike Cloud Tower and Red Fountain, Alfea didn't really have any rooms that could be referred to as a dungeon, so Stormy had been forced to remodel a few of the classrooms to suit her needs. The walls and floor had been transformed into cold stone and the large windows had been removed to plunge the rooms into darkness. Stormy had created a permanent storm over Alfea and the rain had seeped through the stones, making the cells cold and damp. Lightning crashed closely outside every few seconds, making it difficult for any of the prisoners to find sleep even though they were all utterly exhausted. In one corner of each cell was an empty bucket that's purpose was fairly obvious to everyone and, as humiliating as it was, they had no choice but to use it. Stormy had even gone so far as to import rats into the cells, just to give it that extra touch.

Flora could not remember a time when she had been colder or more miserable. She had managed to find a relatively dry patch of wall, but it was still bitterly cold and she couldn't stop shivering. The short skirt and top she wore gave little warmth dry let alone damp and her feet were bare since she had lost both her shoes at some point during her capture. Her entire body ached – both physically and emotionally – because, like with all of the prisoners, the rot monsters had not treated her gently when they had knocked her down, dragged her to the cells and thrown inside. Along with the dirt and other filth that smeared her skin, large purple bruises covered her body in patches that, more than anything, made her feel used and feeble.

And then there was the ache in her heart that was for her friends . . .

"Flora?" a small voice whispered, breaking the flower fairy out of her brooding thoughts.

"Mirta," Flora acknowledged. The poor witch had been through hell this year and it had only gotten worse. Even in the dark, Flora could tell that she had been crying. "How are you holding up?"

"Not well," Mirta sniffed, answering honestly. She no longer had the energy to even try and pretend to be strong.

"Stupid question, huh?" Flora smiled weakly, glancing around the room. Stormy must have several cells because there were only six other prisons cramped into their cell. They were all girls with only two of them – Mirta and Lucy – being witches. There had been a few boys from Red Fountain in the beginning, but then Darcy had come through and taken them away with her. Flora had thought she had seen Riven as she had been dragged through Alfea's hallways, but that could have easily been some other red haired boy. She had no idea where he – or any of her friends for that matter – were and she found that more unbearable that the cold.

There was a long silence before either of them spoke again, and when they did, Mirta's voice was so soft that it could only just be heard over the sound of lightning crashing outside. "Hey, F-Flora?"

"Yeah?"

"Do you think . . . Do you think anyone out there is trying to rescue us? You know, like people from other realms?" Mirta asked, voicing the hope that every student was silently praying for.

"Um . . ." Flora trailed off as she gave the question some thought. She had been so focused on trying to save Alfea over the last few days that, as ridiculous as it may sound, she had forgotten that there was a universe out there. Surly someone would have noticed that the City of Magix – the centre of the Magical Universe – had been overrun and all its citizens enslaved. Someone would come looking for them. Help would come.

The only question was how long would it take? Tecna had tried to contact her parents during one of the quiet moments in between battles, but none of her communication had been able to transmit through the unnatural cloudbank that covered the realm. The clouds also made it difficult for ships to pass through as the boys discovered when they had flown to Sparx to pick up her and the rest of the Winx Club. They had managed to get through the clouds, but if they had attempted it just a few hours later they wouldn't have made it.

All of a sudden, Flora felt very much alone, but she didn't want Mirta to worry.

"Yeah. I'm sure someone will come."

Even through neither of them commented on it, they both knew she was lying.

Earlier that year, the Winx Club and the Red Fountain heroes had spent a whole day trudging through the Black Mud Swamp in search of the big, blue hunter troll that had attacked Bloom back on Earth, and ever since that day Brandon had sworn he would never set foot near the swamp again. And yet here he was, knee deep in the whole stinking mess of it while thousands of tiny, biting insects tried to relieve him of the burden of having blood pass through his blood vessels.

"God, I hate this damn swamp," the squire hissed through clenched teeth.

The light of dawn didn't make it any more appealing, not that there was much light to begin with. The cloudbanks Stormy had created blocked out the sun almost completely. It was still possible to tell the difference between day and night, but trying to determine the difference between dawn, noon and dusk was out of the question. The pale, gloomy light added to Brandon's miserable mood even more so than the swamp water that had somehow managed to find its way into his boots, and then he suddenly realised that his memories of the Black Mud Swamp didn't do it justice.

It was a whole lot worse.

"Well Brandon, you've sure done it now," Brandon said out loud to himself. "Run all night with no idea where you're going. Yeah, great idea. Now you're stuck out here with no food, no water – well, drinkable water – and no dry clothes. Brilliant. Things can't get any worse that this."

He should have kept his mouth shut because Fate, with its weird and twisted sense of humour, decided to prove just how wrong he could be. Blinded by frustration, Brandon stomped forward in search of solid ground and he had taken only two steps when he foot suddenly snagged on an unseen root, causing him to crash down face first into the sludgy water. His clothes were now utterly saturated, he could taste the foul water on his tongue and he was regretting growing his fringe so long as it was currently plastered to his face.

"Gods, just kill me now," Brandon begged, spitting the swamp water out of his mouth.

Fate wasn't through mess with him and his comment was answered by the shriek of one of the flying stingrays that made up the air faction of the Army of Decay. Scanning the overcast sky, Brandon couldn't make out any visual contact with the winged rot monsters, but as more shrieks filled the air the squire knew that they were definitely getting close. Getting to his feet as quickly as he could on the soggy ground, Brandon sloshed through the swamp to a grove of vine-covered trees.

Ducking under the cover of the treetops, Brandon was able to remain hidden as a group stingrays swarmed overhead. Stormy had probably sent them out to look for any students – like Brandon – who had escaped the final battle, but Brandon had to question the fertility of sending out scouts who didn't appear to have any eyes. They probably had other senses that they used to see but that didn't stop Brandon for feeling rather foolish as he hid himself away. Then the flying stingrays screamed again and Brandon shuttered as he remembered just how dangerous those things really were.

"Why couldn't I just have to deal with end of year exam like any normal student?" Brandon muttered to himself as soon as the flying stingrays passed. Every other school in the universe would have finished their exams and would probably be having prom at this time of year, but instead the three schools in Magix were spending their end of school year either running for their lives or trapped in the Trix Sisters dungeons.

Irrationally, Brandon suddenly resented the fact that Red Fountain was located in the Realm of Magix. If it had been in another realm, like say Eraklyon, there would have been other options for them to retreat to when the battle had turned in favour of the Trix Sisters. Magix, on the other hand, was mostly made up of acres and acres of woodland, which meant there wasn't any kind of fortresses where they could go to and take a defensive stance.

Brandon was alone in a wild, untamed realm. He had no idea where anyone – both friends and enemies – were and for the first time in his life, he felt completely and utterly lost.

And it was barely even breakfast time.

Interesting? TBC . . .

Also I wanted to give a quick apology to all the people who have PM'ed me over the years. I honestly didn't mean to ignore them but when I changed my email address the new account thought they were spam. Still, I feel kinda slack so here's a really belated sorry.