Hi All! This is my very first Fanfic, so I hope you'll be gentle.

Disclaimer: I don't own W.I.T.C.H., I don't own the show, I don't work for the publishing company, I don't write for the comic books. I have absolutely nothing to do with W.I.T.C.H. other than being a fan of the show. Now on with the story!

Chapter 1

Meridian. It used to be such a gloriously dark place where evil ruled with an iron fist. The Word of Evil was law, the Word of Evil was gospel, the Word of Evil was Phobos. But then the Guardians of the Veil had emerged and ruined everything! Not only had they defeated Phobos in an epic battle of Good vs. Evil, but they had also managed to place his sister on the throne. Elyon was the quintessential definition of the word "Good." The Princess had brought light, warmth, brotherhood and charity to Meridian. She had reawakened hope in the hearts of her people; hope that should have been crushed long ago when Phobos first assumed the throne. But with the help of those blasted Guardians, the people of Meridian had started to believe they were not a lost civilization. They had risen up in open defiance of their Lord and had aided the winged ones in orchestrating the Prince of Evil's eventual downfall. And now Elyon, the symbol of all that was beautiful and lovely, ruled in his place. She ruled with compassion, empathy, patience, and worst of all….love. She truly loved each and every one of her subjects; she would never do anything to ruin their new-found happiness. To show their love for their new queen, the people had called her the "Light of Meridian;" for they truly loved Elyon as much as she loved them.

"Oh how I HATE this new Meridian!" the old woman growled to the sky. "The Guardians have ruined everything…EVERYTHING!"

She hurled a blast of energy to the sky as she screamed the final word. Thunder rolled across the land and lightning flashed in the heavens. Raythor looked up from the rock upon which he had been sitting. The former palace guard was no coward in any sense of the word, but his mistress' raw power and anger made him nervous. He had never seen Nerissa so angry since she had "rescued" him and the other Knights of Vengeance from a pitiful existence. He remembered clearly the day he had been betrayed by the Guardians; their lies had caused his former Captain, Lord Cedric, to throw Raythor into a bottomless pit. It was blind luck that he had managed to catch a protruding rock near the walls of the pit and thus halt his plummet. With nothing else to do, he had begun to climb in hopes of reaching the top before he starved. He had subsisted by drinking his own sweat and eating the raw meat of the occasional creature foolish enough to fly too low. It hadn't been much, but it had been enough. His anger and humiliation had driven him onward; he would see the Guardians burn in Hell for what they had done to him! Then Nerissa had come and given his anger purpose and direction. She had explained that they had a common goal: the total destruction of the Guardians of the Veil. She had offered him a place in the newly formed Knights of Vengeance; a place he had accepted without a second thought. He was grateful for this gift, this hope, twisted though it may be. His hate and anger burned him inside, searing flesh and muscle and bone. He was consumed with revenge and nothing would end his pain save the total annihilation of the Guardians.

Then Nerissa had "introduced" Raythor to the other Knights; and he wasn't at all surprised that he was familiar with all of them. Frost the Hunter; how many times had he failed to capture the Guardians and been sent packing with his tail between his legs? Big and strong with his faithful steed Crimson, Frost was a valuable companion due to his sheer brute strength and hatred of the humiliation the Guardians had caused him.

Gargoyle, the huge rock creature who had lost a hand to the Guardians the first time they had crossed the veil into Meridian. The gigantic monster had pitifully mourned the loss of the appendage until Nerissa had created a new club-like "hand" for him. Though slow, Gargoyle was a virtually unstoppable juggernaut of power. Yes, Raythor thought, Gargoyle is an excellent ally.

The Tracker, with his "dog" Sniffer, could find anyone anywhere. Last Raythor had heard, the Tracker was fleeing the very rebels he used to hunt. Turned from hunter to prey after Phobos fell from power, Tracker raced for his life from the scum of Meridian. The worst kind of shame…to be hunted by your own prey; and worse to be forced to acknowledge their superiority. Then Nerissa had offered him an opportunity to serve a new master and to hunt new prey: the Guardians of the Veil. Tracker had tangled with them before, always to be defeated and humiliated. Yes, Tracker was very familiar with this prey and he would not let them escape again.

Sandpit had once been a wandering mass of "quicksand" that consumed its prey by swallowing those unfortunate enough to step into the sandy grave. The Guardians had transformed the quicksand into harmless glass; and now little children laughed and slid around his shiny surface as though it were an ice rink. Every second Sandpit would scream in rage and long for revenge against those who had "killed" him! Nerissa had not only offered this chance, but she had changed Sandpit so that he now had a humanoid form. Now he could walk whenever he desired; and he desired to walk right up to the Guardians and drown them in sand.

Finally Miranda, the shape-shifting creature who had pretended to befriend Princess Elyon when Phobos was still in power. Miranda had been instrumental in weakening the princess so Phobos could steal her powers. But she, too, had fallen victim to the Guardians and been imprisoned with Phobos and Cedric following that final climactic battle. Nerissa had rescued her and left Phobos and Cedric to rot. Raythor almost smiled at the irony. Nonetheless, he knew Nerissa had made an excellent choice in Miranda. In human form, she resembled a charming little girl, making her an excellent spy. In her other form, she had high agility and the ability to spew webbing to trap her foes.

Now these formidable individuals had come together to form the most powerful group of enemies the Guardians would ever see: the Knights of Vengeance. Nerissa had made him, Raythor, their field commander, and he followed her orders implicitly. Now he gazed nervously upon his mistress as she vented her frustrations to the sky. The Knights had already had several encounters with the Guardians and had been foiled every time. Raythor understood Nerissa's anger, for it matched his own. But Raythor was not a fool; he knew better than to interrupt his mistress in her rage. So he waited until she was finished cursing the Guardians before he spoke.

"My Lady," he murmured, bowing at the old woman's feet. "We have tried direct confrontation and been defeated many times. I humbly submit we may need a new strategy."

Nerissa gazed upon her field commander and felt her anger assuage somewhat. For all his follies in the field, he had spoken with wisdom. It was clear to Nerissa that her force was too weak to beat the Guardians in a direct battle; they had already been beaten many times. Raythor's suggestion of something new was exactly what they needed; but Nerissa already knew that. Her twisted mind had already begun forming a plan; a plan she knew had to work! It was simple yet beautiful with everything an evil and angry woman could want. It was not enough for Nerissa to simply defeat the Guardians; no, not by a long shot. She wanted them to suffer! She wanted them to feel…pain. Pain. Pain. PAIN! Physically and emotionally she wanted them to suffer pain! Pain like she had suffered; pain like her Knights had suffered; pain…like they could never imagine. She smiled evilly as she reached out to Raythor.

"Rise my friend," she said, taking his chin in her wrinkled hand. "Your words are wisdom and shall be heeded. Gather your comrades, for we have much to discuss."

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Lunchtime at the Sheffield Institute was Hay Lin's favorite time of the school day. She loved racing outside to meet her friends under their favorite tree. They would laugh and gossip about boys, homework, their parents, and celebrities. Hay Lin smiled uncontrollably as the cool wind brushed across her face. She moved her face into the breeze and took a deep breath. There was nothing she loved more than the wind; except maybe her Grandma. And her parents. And her friends. And fashion design. And…she sighed. Okay, so maybe wind was in the top ten at least. She giggled and skipped happily towards the "Lunch Tree." Hay Lin knew why she loved wind so much; she was the Air Guardian after all! She could manipulate the air to obey her every command; whether it was blowing a gentle breeze or summoning a veritable hurricane. Air made her feel lighter than, um, air, and she loved that feeling of weightlessness. She spread her arms out to her sides and turned a few happy circles on the Institute's lawn. She didn't care who was watching; she was so happy she just had to let it out!

"WHOOOOOOOOO!" she screamed as she twirled and giggled. Finally she stopped twirling and came to a reluctant halt under the Lunch Tree. Her four best friends were staring at her like she was a nut.

"Yeah, I hate it when they release the bees, too."

Hay Lin playfully stuck out her tongue at Irma's quip. Irma merely smirked all the more. Hay Lin and Irma had been best buds for years and the small asian girl was used to Irma's good-natured digs. Irma Lair was the Water Guardian and had control over all things watery. She could shoot blasts of water from her hands and manipulate any body of water to do anything she wanted. She was also the comic relief of the group and never seemed to take anything seriously. But Hay Lin knew better; you just had to get to know Irma to understand that humor was her way of coping with fear and uncertainty. Hotheaded and volatile, Irma's mouth often got her into trouble and she was a regular in detention at Sheffield.

Hay Lin flopped down on the ground and looked around at her friends. There was Cornelia Hale; tall, blonde and beautiful. She was the most popular girl in school and she knew it. Always into the latest fashion trends, she considered it a cardinal sin to wear anything that wasn't "in." Stoic and unflappable, Cornelia was the very antithesis of Irma. She was always serious and keenly aware of her status as the elite in Heatherfield. Sometimes she could seem cold and stand-offish, but Hay Lin knew Cornelia was capable of great acts of compassion. The Earth Guardian's stiff demeanor was deceptive and Hay Lin had seen the softer side of Cornelia many times. Irma loved to argue with Cornelia and never missed an opportunity to "insult" her over-serious friend.

Taranee Cook was the quietest of the group. Shy and supremely lacking in self-confidence, Taranee hardly ever spoke up in class. But that didn't stop her from getting the best grades in the school. Taranee was so smart it was intimidating. Hay Lin figured that what Taranee didn't know simply wasn't worth knowing in the first place. In addition to being shy and most comfortable "behind the scenes," Taranee was also afraid of everything. She feared bugs, heights, bats, old women with walkers…None of which helped when Taranee found out she could wield the power of fire. When she transformed into the Fire Guardian, Taranee could throw fireballs, be a human welding torch, create light in the darkness, even bake cookies faster than any oven! Still, knowing she had this power didn't make Hay Lin's bespectacled friend any less fearful of the world around her. But Taranee never failed to get the job done when the world needed the Guardians!

Will Vandom was the leader of the group, much to Cornelia's chagrin (she was used to being in charge, after all). The quiet redhead had recently moved to Heatherfield from Fadden Hills and was every bit "the new kid." Not a particularly good student, Will was a favorite target for evil math teachers. It's not that Will was stupid, far from it; she just had other things on her mind; like saving the world from evil. As Keeper of the Heart of Candracar, it was her responsibility to lead the Guardians in their fight against evil. The Heart had chosen her and Will had proven many times over that the Heart had chosen well. At first, she had been a reluctant leader, full of self-doubt and hesitation. Over time, though, Will had grown into her leadership position and had started to assert her authority in battle. Hay Lin admired the brilliant commander her redheaded friend had become, and she trusted Will never to let them down. The Heart of Candracar was also used to transform the team from mere teenage girls into powerful, beautiful women with serious kick-butt powers and uber-cool outfits! Will alone could command the Heart and not even she knew the extent of its powers. But with great responsibility comes great pressure, and Hay Lin could see the effect of that pressure on her fearless leader. Will looked more and more tired every day and Hay Lin wondered how long she would be able to keep up with her schoolwork, her responsibilities as the "Head Pixie," and the pressure her mom was always putting on her to do better in school. As if being a teenager wasn't hard enough! Still, Will never let herself be a party pooper and she was always quick with a smile.

Hay Lin loved her friends and she loved having powers! She had no idea how she'd gotten along without them. Now as they all sat under their tree eating lunch, Hay Lin let herself bask in the easy companionship of her fellow Guardians. She was just starting to think of falling asleep when Irma spoke up.

"Uh-oh," she gasped, "Check it out."

Everyone turned to follow her pointing finger. There, not far away, was the resident bully Uriah…and it looked like he had found his newest victim. A small girl with brown hair was gaping wild-eyed at Uriah and trying not to cry. She clutched her books fearfully to her chest and tried to avert her face from the angry bully's gaze.

"What's going on over there?" Irma wondered.

"Gimme a sec and I'll tell ya," Hay Lin responded. Closing her eyes, Hay Lin let the wind carry the sound of Uriah's voice to her ears. As the Air Guardian, Hay Lin could use the air currents to carry sound, thus making her a valuable "point-man" for the team. She could usually hear the sounds of an ambush before it was sprung. Now she was doing a little audio recon so she and her friends could find out what Uriah was up to.

"Gimme your lunch money or I'll make the whole year miserable for you!" The spiky-haired, pimply-faced bully was used to having his threats obeyed. "I expect you to meet me every day at lunch for the rest of the year and turn over your lunch money!"

"He's trying to shake down the new girl," Hay Lin reported. "He wants her lunch money."

"Yeah, and people in Hell want ice water." Irma grumbled. Well Uriah isn't gonna get so much as a wooden nickel as long as I'm around, she thought.

Narrowing her turquoise eyes slightly, the Water Guardian concentrated on Uriah. Move away from her, she thought. Move away from her, move away from her, move away

Suddenly, Uriah's sneering face went slack and he abruptly turned and started to walk away from the obviously frightened new student. Irma briefly raised one satisfied eyebrow. Suddenly, inexplicably, a slimy banana peel flew across the way and hit Uriah square in the face. Everyone howled with laughter! Uriah was furious!

"Who threw that!" he demanded. "Who threw it!"

Irma glanced at Cornelia, who was innocently drinking from her water bottle. Irma's face spread into a huge smile and she started to giggle. Cornelia just glared haughtily at her.

"Cornelia!" Will cried. "We're not supposed to abuse our powers like that!"

Cornelia put down her water bottle, folded her arms over her chest and twisted so that her back was to Will. "I'm insulted that you would accuse me of such an act, Will Vandom," she sniffed.

"And I'm insulted that you wouldn't accuse me!" cried Irma. "Who do you think made Uriah move away in the first place, huh?"

Cornelia and Irma smirked at each other and shared a high-five. Hay Lin grinned behind her hand. In addition to her powers over Earth, Cornelia also had Telekinesis; she could manipulate objects with her mind. Irma had limited powers of mind control; she could plant very persuasive "suggestions" into people's minds.

Will sighed. "Guys, we can't just go around using our powers whenever we feel like it. They're for fighting evil, not dissing the school bully."

"Hey, Uriah is as evil as they come in Heatherfield," Irma argued. "Besides, we just righted a major injustice-in-the-making here. If we're expected to be the Babysitters of the Universe, then subhuman degenerates like Uriah have got to be included in the job description."

Will opened her mouth to reply when she heard a voice inside her head. "Let it go Will," it said. "You're not gonna win this one."

Will recognized Taranee's cool, calm voice. The Fire Guardian could talk with her friends via telepathy. Will sighed again, and glanced at Taranee. Taranee grinned and winked at her leader. Will shook her head and decided to heed Taranee's advice.

The bell rang signaling the end of lunch. Students started to meander back inside the school, and Hay Lin and her friends joined the crush. Uriah was literally pushing his way through the crowd and snarling at anyone who protested. Hay Lin gave a tiny flick of her finger, sending a small but powerful breeze towards the bully. Uriah fell face-first onto the concrete, again drawing the howls of all who witnessed it.

"Whoa! Face-plant!" yelled Irma. "Guess you need more practice walking, eh Uriah?"

As the students continued to giggle and step around Uriah, Will leaned over to the Air Guardian. "Hay Lin!" she growled through gritted teeth.

"Sorry boss," Hay Lin murmured, putting on her most sheepish look. "I couldn't help it."

Will just shook her head and grinned in spite of herself. She could never stay mad at Hay Lin; the girl's happiness was just too infectious. Hay Lin grinned back at Will, her almond-shaped brown eyes twinkling. Yep, she really, really loved having magic powers.

Okay that's it for Chapter 1, long chapter I know. Like I said this is my first Fanfic ever so I would appreciate some reviews. Please no flames…I don't think my fragile psyche could take it!