27: Back to School: 3/10 Bloom breaks the fourth wall, showing giving the audience a tour of the school, and telling us what her friends all did over the summer. Miss Faragonda introduces the rebuilt wing, destroyed after last year's war, and names it the Dragonfire Wing.
Meanwhile, in Shadowhaunt, Layla tries to save the eight pixies trapped there, but Lord Darkar puts up a fight himself, and Layla only gets out with one of the pixies: Piff. Layla, exhausted, makes her way to Alfea, then collapses.
28: Princess of Tides: 8/10 The Winx girls get ready for their first day of classes of their sophomore year, but Bloom gets in trouble for sleeping during Wizgiz's lecture. The Winx girls are all worried about Layla, who's been sleeping for four days at Alfea. When she finally wakes up, the Winx girls, minus Tecna for whatever reason, are there to try to help her out, as well as hearing Layla explain about how she went to Shadowhaunt to rescue the pixies.
Meanwhile, the Trix sisters are all at Light Haven, the do-gooders' camp they were sent to at the end of the first season, and are absolutely miserable, hating all the cheery atmosphere. Lord Darkar, wanting servants to do his bidding, decides to break the witches out, though, under the condition that they are to serve him.
29: Into the UnderRealm: 4/10 When Piff sleepfloats outside of Alfea, Layla chases after her to keep her from getting in trouble. After, the Winx girls, including Layla, try to talk Miss Faragonda into allowing them to go to Shadowhaunt to rescue the pixies, but Faragonda refuses. After enough begging, Miss Faragonda allows them to take a survival test, to possibly allow them to go if they pass. Layla, Bloom, and Stella pass, while Flora, Musa, and Tecna fail.
Saladin has Prince Sky and Brandon go with Stella, Bloom, and Layla to Shadowhaunt. In the caves of the UnderRealm, walking through to Shadowhaunt, the quintet run into several monsters, and the fairies soon have their powers drained. On their way, Brandon gets seperated, and falls into a large hole, which Stella jumps in after to try to save him.
30: Queen of Perfection: 6/10 At Alfea, Musa's very concerned about her friends rescuing the pixies, so Flora tells Riven to go ahead and try to comfort her. In the UnderRealm, Bloom argues with Sky and Layla on whether they should go after their friends, or go after the pixies, which ultimately, they decide to go rescue the pixies, and that Brandon and Stella can handle themselves better.
Meanwhile, Brandon and Stella have fallen into an underground river, which leads them to a beach in Downland, a city of ugly underground people. The lowly Sponsus takes them off the beach and brings them to the city to restore Stella's health, as well as to meet Queen Amentia, a spoiled rotten ruler who's very anal about everything. She's entirely unimpressed with Stella, but she completely falls for Brandon, who she believes looks perfect, and essentially kidnaps him and forces him to marry her, whether he likes it or not, and Sponsus, who for no apparent reason is smitten with the queen, is disheartened. Stella goes back to Sky, Bloom, and Layla for help.
31: Rescuing the Pixies: 8/10 Inside Shadowhaunt, the pixies lie to Darkar about the location of the Pixie Village to get rid of Darkar for a while. Meanwhile, Sky uses a device that allows them to go through a wall for a few seconds, leading him, Stella, Bloom, and Layla right outside Shadowhaunt. Layla crosses the bridge and swings a vine to quickly get into Shadowhaunt, trying to free the pixies. She eventually gets completely physical and hands on in trying to break through the barrier keeping the pixies in, and breaks through, allowing the pixies to escape.
Meanwhile, still crossing the bridge, the Trix sisters return to make short work of Stella, Sky, and Bloom, and later Layla, when she comes out to fight, but a paladin named Avalon rescues the quartet, as well as getting rid of the Trix sisters, all with ease. Once he leaves, the pixies all come flying for Layla, though Amore immediately latches onto Stella, and Lockette with Bloom. They then all head off to rescue Brandon.
32: My Boyfriend's Wedding: 6/10 As Brandon is about to be forced into marriage, Stella leads the way to rescue Brandon, with Sky, Bloom, Layla, and the pixies following behind, trying to argue with Stella that they need a battleplan, but Stella, headstrong as ever, refuses, saying that they've got no time to lose. Once in Downland, they try sneaking around, but eventually get captured.
Meanwhile, Brandon is agonizing over his unwanted marriage to Queen Amentia, as her mother drags him down the aisle, and no one caring about whether or not he actually wants to be married to Amentia. Amore is able to find Sponsus, though, and give him a special soulmate blossom, which will have the sniffer seek out his or her soulmate. Sponsus sneaks the flower into the bouquet that's going to Amentia for her wedding, and as she smells her flowers, she suddenly and rudely tosses Brandon aside to be with Sponsus, who couldn't be happier or drunker. Brandon and the rest of the gang, along with the pixies, head back for Alfea, succeeding in their mission.
33: The Dark Tower: 7/10 When Stella, Layla, Bloom, Sky, and Brandon return to Alfea with the pixies, Digit, Tune and Chatta are quickly bonded with Tecna, Musa, and Flora, respectively. After having fun with their new friends, the Winx girls are told by Miss Faragonda about Lord Darkar, and that the pixies should stay at Alfea to be safe.
By the lake, an obelisk appears that drains the magic around Magix, so Miss Faragonda has the six Winx girls come to try to destroy it. All of them but Bloom have their magic drained easily by the obelisk, and return to Alfea, but Bloom takes a long time before she runs out of magic, and faints, and is brought back to Alfea by a mystery cloaked guy. The next day, the cloaked guy reveals himself to be Professor Avalon, the newest faculty member at Alfea, and the Winx girls, along with all the other students at Alfea, are completely smitten with the new teacher, and all hope to get into his class. All the while, Sky's turning insanely jealous that Bloom hasn't called him for a phone date, so goes off to spy on her, and becomes all the more enraged to see Bloom chasing after Avalon--actually, just Bloom trying to get his report on her before the other students. Not that Sky knows. Or cares.
34: Party Monster: 9/10 Red Fountain is having, essentially, a ribbon-cutting ceremony for the unveiling of the new Red Fountain campus, replacing the old one that the Trix sisters destroyed the previous year. The Trix sisters are here for the event, though, disguised as fairies to sneak around undetected. As the six Winx girls and four Specialists prepare to enter Red Fountain for the event, Bloom is disappointed that Professor Avalon won't be able to sit with the girls. Sky doesn't mind. In the stadium, though, Flora gets a bit of a crush on Helia, an art student and pacifist, and also grandson of Saladin.
Soon after Saladin brings up the new Red Fountain campus from the ground, the day's events continue with fighting on the field. A monster interrupts the fun, though, and despite the place being filled with fairies and warriors, it's up to the Winx girls and main Specialists to fight the monster, as Codatorta, Saladin, and a few other adults go inside to make sure something called the Codex is safe from the intruders--the Trix sisters--sneaking inside. They escape, though. But outside with the monster, Helia saves Flora temporarily before leaving the fight, though the group of ten eventually defeat the monster, saving Red Fountain from becoming destroyed again.
35: The Angel of Doom: 10/10 After a restless night for Bloom, dreaming of her birth parents and sister Daphne, and the girls are eating breakfast, Professor Avalon gives each of the students a flower, and tells Bloom that he'll help her discover herself later on. Tecna is suspicious of Avalon's true intentions, though. Doing some research online, and more in the library, Tecna is convinced that Avalon is the Angel of Doom, and is going to steal Bloom's powers when the three planets of the Triad planetary system align. Tecna and Digit have no idea when that will happen, though.
Tecna heads off to Cloud Tower, where Miss Griffin has an urgent message: the planets will align at midnight, only a few hours away, and if Avalon is who Tecna suspects, then Bloom is in grave danger. She hurries off to Alfea, and gets help from the other non-Bloom Winx girls to stop Professor Avalon. They put a containment spell on the building so he can't escape, and after getting him cornered, Tecna uses an explosive truth orb to reveal to the world just who this guy is. Nothing's proven for Tecna, though, and she and the other non-Bloom Winx girls get in trouble with Miss Faragonda.
36: Reach for the Sky: 9/10 Sky calls Bloom, wanting to have a talk with her, in person, at Red Fountain tomorrow, which Bloom is absolutely dreading. A little later, all the Winx girls, as well as a few other students, go to a magical cuisine seminar, except that it's been cancelled for Griselda's master combat class, since she feels the girls need the class more at the moment, though none of the students are happy. She orders them to attack her, but none of them can touch her, even Bloom!
The next day, as Tecna and Flora go with Bloom to Red Fountain to see Sky, they wind up helping with an attack on the school, when the Trix sisters send a mayhem globe to distract everyone in the school, so they can sneak in more easily. The three Winx girls, as well as Sky, find and follow them, but cannot defeat them. Icy correctly randomly guesses the riddle to the scale that's blocking the entrance to the basement where the Codex piece is--Darcy doesn't mind not getting the credit here, really. Icy does blast Sky with a 100-year sleeping spell, though, and Darcy blasts Tecna, Bloom, and Timmy with a questionable non-aggressive spell, which supposedly forces Timmy not to shoot at Icy when she comes right up to him. The Trix sisters leave, though Bloom, through her love for Sky and her dragonfire powers, wakes Sky up from his semi-eternal slumber.
37: Homesick: 6/10 Tecna has trouble with Timmy, wanting him to talk to her about more than just computer-related information. Flora daydreams about Helia, and has Layla do some spy work to find out if Helia likes her, too, which he does.
More pressing, though, is Bloom's accidental spell she'd put on the pixies, with a spell in an evil book Professor Avalon planted in front of Bloom, which forces the pixies to go back to their village, forgetting all common sense. The Winx girls try to stop the pixies, though it is ultimately Bloom, with some help from a good spell book from Miss Faragonda, who casts a spell to counteract the homesickness spell.
38: Truth or Dare: 8/10 For a class teaching the girls to converge their powers, requiring a strong bond and friendship, the Winx girls pair off for the class. Musa asks Layla to pair up with her, but Layla worries that she would be useless. Right then, a boy named Jared is ready to take Musa on their date, but Musa knows nothing of this: Stella set up a date for Musa behind Musa's back. Musa goes with Jared, as a friend, for an article Jared wants to do for the Red Fountain paper.
For the convergence class, none of the three pairs of Winx girls are able to successfully complete a project, so Miss Faragonda wants all six of them to take a test together in the magical reality chamber the next day. Stella suggests they have a sleepover to get to know one another better, telling best friend stories, which upsets Layla, who feels alone, having had only one short-lived best friend years ago. Layla also worries about failing her friends for the test. Later, though, the girls are all having the sleepover, getting to know each other better, and Stella trying to get Musa to understand that she really was trying to do what she felt was best for Musa by setting her up with Jared, as Stella feels Riven is unworthy.
Meanwhile, Darkar allows Darcy to go forth and spread random havoc as a birthday present. Darcy hypnotizes Jared, and, through him, hacks the magical reality chamber at Alfea. When the six Winx girls go to take the test, the chamber puts them in Grim, a dangerous land that was permanently removed from the chamber's database. Darcy has a vicious monster grow tremendously, as well as eat the exit code to get out of the pseudo reality. The Winx girls converge their powers to create a Frankenstein's monster sort of girl to defeat the monster, and allow them all to escape. Later Jared, no longer under Darcy's spell, apologizes for the trouble he's caused, but Musa says they could still be friends.
39: Gangs of Gardenia: 9/10 Bloom goes back to Earth, but against Alfea rules, Stella, Layla, and Musa tag along with her, along with all their pixies. While in Gardenia, Bloom talks to her mother to get her blessing to try to find more about her birth parents. Stella, Layla, and Musa enjoy the mall of Gardenia, while trying to keep out of trouble, as well as their pixies, though fortunately for them, the non-magical beings of Earth cannot see the pixies.
Against Bloom's advice, Musa and Layla enter a dance club in the middle of the day, and enjoy themselves, but a gang called the suits--a gang full of clones, apparently--figure out that Musa and Layla have magical powers, and want them to use their magic for the gang's advantage. They get into a fight when Musa and Layla refuse, though are soon rescued by Faragonda and Griselda, both very upset with the girls, and force them to clean the entire school as punishment.
40: The Wrong Righters: 6/10 Sky takes Bloom, along with Brandon, Flora, their pixies, and Zing, to Eraklyon, for Bloom to meet his parents. When they arrive, they find Sky's ex-fiancee Diaspro had been kidnapped by Yoshinoya, who is demanding a ransom. Bloom and Flora look for a poppy portalis in the forest, as Sky and Brandon hunt down Yoshinoya, but after taking out his band of forest ninjas, one admits that Yoshinoya does not have Diaspro, but only pretended to for the ransom, and that Diaspro was actually kidnapped by the Wrong Righters.
Sky and Brandon meet up with Bloom and Flora, who perform a spell to find the way to Diaspro, but along the way, they are attacked by the Wrong Righters, who take them prisoner. They escape with the help of the pixies, though, and Bloom uses the poppy to trade places with Diaspro, then escapes. As the Wrong Righters are about to attack them all, Zing brings back the ransom note to show the Wrong Righters that they were being used by Yoshinoya, and they decide to go after Yoshinoya, and allow Diaspro free. The King and Queen of Eraklyon appreciate Bloom's help in the rescue, and accept her as Sky's future wife.
41: Magic in My Heart: 10/10 Stormy is outside Alfea in the middle of the night, in search of the Codex, but Musa defeats her with a special dance to clear up Stormy's... well, stormy weather. Musa practices singing for a special concert as Musa's dear old Dad runs into her. Musa hopes that Dad will come to the concert to hear her sing, but he wants none of it. Instead, he is upset that Musa is wasting away her education on music, and will remove her from Alfea if she sings at the concert.
Layla, having been eavesdropping, tries comforting Musa. Musa explains that her Mom was a classical singer, and her Dad a prince, and they'd both given up their lives for their love of singing pop, and for each other. Later, baby Musa was born. A few years later, though, Musa's Mom had died, and her Dad had lost it, destroying all of their music. Musa decides she has to sing, anyway, that it's a part of her, and hopes for her Mom to be with her in spirit at the concert. She goes out on stage, and sings "Magic in My Heart," the first song her Dad had written for Musa's Mom, and it melts Dad's heart, but after the song, Stormy wants to quite literally melt his heart. Musa asks everyone in the audience to sing, to increase her power, so she can blast Stormy away, which works well. After a duet with Stella, Musa and her Dad go to Musa's Mom's grave, telling them about the success of the concert.
42: The Fourth Witch: Bloom is invited to Mitzi's Halloween party on Earth, and she and the other five Winx girls go, officially to do a report on Earth, but more importantly, to party! The pixie Jolly though prophecizes great danger if they go to Earth, but none of the Winx girls take her that seriously, and go anyway, along with their pixies, and Jolly and Livy. On Earth, the girls are surprised that Mitzi does not seem to be much of a friend at all, but rather puts Bloom and her friends down.
At the haunted house Mitzi rented for the party, the girls enter wearing drab robes, mingle a bit, and then Mitzi introduces herself, and pokes fun at the girls' admittedly dull costumes. However, they take the robes off to reveal their winx forms, and everyone's impressed--even Mitzi has to admit they look nice, though she'd never admit it to them. Tecna and Digit notice a picture of three sisters on a wall, where a crack is coming from. Tecna brings the other girls to an isolated room, with another picture with another crack. The maid says that Mitzi is in need of help, and the Winx girls hurry to her to see what is the matter. Mitzi explains, largely with Elle Driver's help, that she saw the three ghost sisters, and then all the mirrors broke, and is worried that the fourth sister will make her disappear forever. The Winx girls promise to protect her, but they go outside after all the mirrors downstairs break instantaneously, and the portrait with the three sisters forms a fourth sister, meaning they're here. The girls go outside, while three girls dress as the sisters, and Mitzi as the fourth sister, while other guests wear fishbowls with pumpkins on their heads to give the illusion of floating pumpkins outside. The girls are terrified, but Stella notes, as the fourth sister approaches, that it's just Mitzi, wearing way too much perfume. Mitzi still insists the girls were scared, but she herself--as well as everyone else--is scared off when another sister, floating down from the sky, comes up from behind Mitzi: turns out it's the eight pixies! The rest of the guests at the party, minus Mitzi, wind up having fun with the Winx girls, with Mitzi upset that they wound up getting the last laugh.
43: Exchange Students: 10/10 Faragonda has the Winx girls go to Cloud Tower to take classes for a week, to learn more about the witches, dark magic, and in essence, themselves. Mirta goes along as well as a tour guide, and Zing goes along because she's Zing: the other pixies are afraid to go. At Cloud Tower, the witches don't like the Winx girls much, but it's a mutual feeling, as the Winx girls don't like the witches much, either. They all tend to argue--Stella and Musa, most notably--while the entire conflict frustrates poor Bloom, and poor Mirta's stuck in it too, disappointed that the Winx girls don't seem to be trying very hard to get along with the witches. Mirta and Lucy make up for last year's fight: it hurt Lucy that Mirta was hanging with fairies and using fairy magic, as the fairies made the witches outcasts, but Mirta assures Lucy that she's still a witch... just different. They hug.
The Trix sisters are back at Cloud Tower as well, in search of the Codex. When the Winx girls find out the Trix are around from a very frightened Lucy, they go in search of the Trix, but due to a catfight spell partially cast on them by one of the Cloud Tower professors, they get into a disagreement on how to go about finding them. Tecna does a bit of research in the library to map out where the Codex is, but the Trix come by and ice-coffin Tecna just as she makes the map. Flora gets Stella to melt the ice around Tecna, as Bloom follows the map to get to the Codex, in the literal heart of Cloud Tower. Meanwhile, Musa and Layla check out the student lounge. Musa starts talking smack about their lounge, and argues with the witches about her attack back in "Spelled," despite that none of the witches in the lounge were involved in that particular incident. They get along for a moment when the Trix drop by, where the witches, Musa, and Layla work together, but once they've left to get the Codex, both sides start fighting again, until Flora, Stella, and Tecna drop by to get everyone to work together again to head to the heart of Cloud Tower to stop the Trix sisters, who are about to finish off Bloom. The other fairies and witches get there in time for Bloom, but right then, the heart of Cloud Tower starts to open, with a mysterious shadowy figure inside....
44: In the Heart of Cloud Tower: 7/10 Miss Griffin was the shadowy figure inside the heart of Cloud Tower, and the Codex is not in the heart. The Trix attack Cloud Tower in order to take control of the physical building, so Griffin has the six Winx girls, plus Lucy and Mirta, pair off in search of the Trix sisters: this is actually a diversion on Griffin's part, using the girls as bait, to distract the Trix sisters as she performs a spell on the heart to keep control of it.
Soon, the Trix capture Mirta, Lucy, Musa, and Stella. After taking more control over the heart of Cloud Tower, they start terrorizing random witch students, until a couple find Bloom and Tecna, but then the Trix go after the two Winx girls. They cannot hurt the trio, so they fly off, as Miss Griffin takes control of the heart of Cloud Tower, surrounding the Trix with walls. They decide to destroy the heart altogether, though, figuring that if they can't control Cloud Tower, no one will. The six Winx girls meet up, but are instructed by Griffin to go to their rooms, as Cloud Tower's heart is being destroyed, making the building dangerous to wander around in. The girls don't make it to their room in time, though, and fall through a crack, into the empty void that's the mind of Cloud Tower. They escape, and find the Trix sisters having discovered the location of the Codex in one of Cloud Tower's spires. The Winx girls attempt convergence, but are unable to defeat the Trix sisters due to their different opinions on how to go about the spell. The Trix easily push Discorda, the pixie guarding the Codex, out of the way to claim it as theirs. After the defeat, the Winx girls plus Mirta head back for Alfea, with Griffin wondering if they'll be able to perfect the convergence to guard the Codex piece at Alfea.
45: Shadows in Bloom: 8/10 Timmy goes to Alfea to find Tecna, but Tecna is upset when he lies, saying he's just at Alfea to do IT work for Miss Faragonda. Tecna wants Timmy to come to Alfea just to see her. Meanwhile, Bloom is extremely upset about having lost another piece of the Codex to the witches, and Avalon thinks she should be taken on a magical regression. During the magical regression, Bloom sees her Earth parents and her birth parents, as well as the Great Dragon, but then she's surrounded by darkness, as a dark spell is being cast. Bloom comes to, an hour later, and she wants to see how stong her powers are, though Avalon recommends she wait. In her room, Musa, Flora, and Stella are bugging her about how her magical regression went, but Bloom is feeling bad, and wants to be left alone. Lockette doesn't trust Avalon, but Bloom doesn't want to hear from her either, and decides to transform. But after transforming, her eyes turn yellow, and she gets vertical cat-like pupils. Timmy enters the room to ask for advice about Tecna, but Evil Bloom has fun turning him upside down and planting him. The other Winx girls see, and worry about what's wrong with Bloom, though Avalon cures her temporarily, and says she should relax. Stella recommends a makeover to relax.
During the makeover, though, Bloom transforms again, involuntarily, again with the evil yellow eyes, and goes after the Codex piece at Alfea, guarded by Concorda. The two banter, and Concorda temporarily shrinks Bloom, but she returns herself to normal size after getting her hands on the Codex. The other Winx girls then enter to try to stop Evil Bloom, but they are not successful, and Bloom hands the Codex over to Lord Darkar's runebat to give him. Right after that, Avalon enters the room and casts a spell to cure Bloom of the spell, which he suspects Icy cast on Bloom, though that's a lie. Bloom is devastated upon learning that she is responsible for allowing Lord Darkar to get the Codex piece from Alfea.
46: The First Charmix: 6/10 Miss Faragonda, noticing that the Winx girls aren't getting along as well as they once had, has the girls take a vacation in the resort realm to learn to become the close friends they once were; they cannot use their magic in the resort realm, though. The Specialists go with the girls for protection since they cannot use their magic, but they are being graded, and are not allowed to socialize with the girls. On their second trip on the ski lift, the cable starts to break, and they must all work together, under Bloom's leadership, to get to safety: Bloom is rewarded with her Charmix for being true to herself.
Meanwhile, on a nature walk with Palladium, a poisonous norsythia spits on Avalon, and the only cure is in Pixie Village. Palladium sends for Livy to get the cure, but Icy follows her to the hidden village, and attacks the pixies for their piece of the Codex. Livy flies off to Downland with it, and gives it to Amentia, who does not like Icy because of her long hair, eyeshadow, and wearing of the color blue on a Tuesday. Amentia and Icy battle, but Icy wins when Darcy and Stormy come to help, giving Lord Darkar the fourth and final piece of the Codex.
47: Trouble in Paradise: 8/10 Lord Darkar has the four pieces of the Codex, but cannot use it to enter the realm of Realix without both the powers of light and darkness. He has plenty of darkness, but needs Bloom for the light. He sends the Trix sisters to the forest near the beach in the resort realm to capture Bloom. The Winx girls and Specialists are all hanging out on the beach, having fun, but Stella and Layla butt heads, and Layla goes off on her own. Stella feels bad, and tries to find Layla to apologize, and say that she really does want to be friends, earning Stella her Charmix.
Meanwhile, on the beach, the girls are mostly worried how Layla and Stella are. Tecna is tired of all the talk about emotions, but Riven even more so, and heads off. Musa is upset that he won't talk about emotions, but Brandon reminds her that she doesn't either, and says she should tell Riven how she feels about him. Musa finds Riven, who is spying on the Trix sisters, and Musa goes off to warn the others, but she tells Riven that she really likes him first, giving Musa her Charmix. Meanwhile, creatures being controlled by Darcy are chasing Stella and Layla, but Stella is able to use short burts of magic, even in the resort realm, thanks to her Charmix, and sends a flare-signal type thing so the others can find her; Brandon comes to rescue Layla and Stella. The others come soon, with more monsters in chase, but Riven guides them through net traps that Stormy and Icy had set earlier. They get through, but reach a cliff, with the creatures being controlled by Darcy surrounded them.
48: Last Resorts: 10/10 At the cliff surrounded by monsters, Timmy suggests they all go back to the net traps and have the monsters follow them, so the monsters get caught in them. Layla doesn't make it with the rest of them, though, and winds up falling off the cliff they were at earlier. She is OK, but lost. Bloom goes down to follow her. The Trix sisters are upset, and Darcy gets more powerful creatures, dragadons, under her control, which the sisters can ride. Layla, trying to find her way back to everyone else, gets to a dead end in a cave, and cries when she hears the girls calling for help, but she is determined to help them no matter what, and gets her Charmix for it, and finds Bloom a short distance outside the cave. On their way to the others, the pixies get sick thanks to poofy flowers that Chatta wanted to play in.
Back with the others, Timmy has an idea for beating the Trix sisters, involving digging, a collapsable shelter, a net, and fruit to take Darcy's spell of the creatures. When the Trix first come, Timmy has Musa pour water over a dam they made to wash the Trix out, and get rid of their dragadons temporarily, though a flying creature still takes off with Stella; Brandon feeds it a magical fruit to release it from Darcy's spell. The Trix sisters come back later, though, and while they believe Bloom is in the shelter, Timmy taunts them, and the witches chase after him, ultimately getting them into the collapsable shelter with him. They're about to do away with him, but Helia comes just in time, thanks to Timmy calling for help earlier. But Timmy gets caught in the blasting, and gets caught under a pile of shelter debris. Tecna worries for his life, and apologizes for how she treated him before, and they realize they both care for one another, and Tecna gets her Charmix. A little later, Bloom and Layla return, and they need to go to Pixie Village for the cure for the pixies. Helia wants to stay and check the wilderness with Flora, but Flora is too chicken and opts not to.
49: Darkness and Light: 6/10 In Pixie Village, Flora, Layla, Brandon, Sky, and Helia have come carrying the sick pixies, as the flower of life in Pixie Village will cure them. Icy had frozen the flower in searching for the Codex piece there, though, and the flower is dying. Flora is afraid of trying to heal the flower, as she is afraid she'll kill it, but with enough encouragement, she gives the flower all her winx, and the flower is good as new! As the Specialists are about to leave, Chatta tries to get Flora to tell Helia how she feels about him. With enough pressure, Flora finally tells Helia that she likes him--not surprisingly, he likes her too. Flora finally gets her Charmix.
Back at Alfea, the other Winx girls, plus Layla for a short time, participate in some exercises to prepare for a Lord Darkar attack. Stella, Musa, and Tecna find Professor Avalon outside--it seems he'd just escaped from Shadowhaunt, and is trying to get to Miss Faragonda. Stella rushes back inside to get him some water, as Tecna goes inside for help. Avalon does not know who Musa is, though. Back inside, Stella runs into who is apparently a fake Avalon, who's been teaching at Alfea all semester, and Stella wonders how he changed clothes so fast. Fake Avalon, figuring what's going on, wants to hurry along with his treatment with Bloom. In Faragonda's office, they figure that the Avalon they found outside is the real Avalon, and they figure the fake Avalon has been spying here to get the Codex pieces, and is now after Bloom. But they're too late to save Bloom, as she's already being taken by fake Avalon to Shadowhaunt.
50: Desperately Seeking Bloom: 10/10 Bloom is being held prisoner in Shadowhaunt, so it is up to the other five Winx girls and the five Specialists to go save her. Brandon, Sky, and Layla head to Downland to convince Queen Amentia to use one of her guardworms to break an entrance to the UnderRealm big enough for their ship to get through. But Downlander Gargantua finds them, and they must convince Gargantua that they know the Queen, and are clean enough. After convincing him, they must get a dragon's feather to present to Ametia. Finally, they get to Amentia, but she will not help unless Brandon and Sky can prove themselves worthy in battle. Amentia battles Brandon, and Gargantua fights Sky, and Brandon and Sky win, so Amentia agrees to help them defeat Lord Darkar.
Meanwhile, the other seven are in the Specialists' ship, with Timmy as pilot and Tecna as co-pilot. Outside the UnderRealm, the Trix sisters spot them, and Stormy shorts the controls, but Tecna fixes it, using herself as the ship's new computer. Icy forms a large ice ball on a skinny stick on the ship, to crush them. Flora uses giant vines to hold up the ice ball, though, so Icy puts a heavy snow all around the ship. Stella melts it, but causes the vines to catch fire, so Tecna and Timmy perform an emergency take-off, before the vines give way to the giant ice ball they're holding. They meet up with Brandon, Sky, Layla, and the guardworm breaking open an entrance. Meanwhile, in Shadowhaunt, Darkar forces Bloom to change back to Evil Bloom.
51: Storming Shadowhaunt: 8/10 The five Specialists and five Winx girls, without Bloom, head to Shadowhaunt in the Specialists' ship, through a tunnel that Queen Amentia's guardworm digs for the ship to fly through. Rune bats prevent the ship from landing, so Sky goes out in a smaller ship, and Riven and Helia head out in a ship that's a little bigger than Sky's to shoot the bats. Meanwhile, Lord Darkar has the Trix sisters give the monsters their power, so they can stop them from getting into his fortress, while he and Bloom enter the realm of Realix. The Trix sisters do give the monsters their powers, but then confront Darkar, being upset with him for using them, but Lord Darkar banishes them into a pink fog.
Meanwhile, the powered-up monsters are giving the good guys trouble, so the Winx girls power up and activate their Charmix to weaken the monsters, allowing the Specialists to more easily defeat the monsters, and ultimately land. The Winx girls and Specialist couples all give sugary goodbyes, as the Specialists stay behind to keep guard, while the girls go inside the fortress. Before Darkar and Bloom enter Realix, though, Darkar changes Kerbog, his rune bat, into a very powerful monster, to defeat the girls. The girls have a lot of trouble with Kerbog, but Faragonda, Griffin, and Codatorta step in to help, along with the pixie elders. The teachers tell the girls to go find Bloom, and to take the pixie elders with them, as the teachers handle Kerbog.
52: The Ultimate Power Couple: 10/10 The Winx girls run off with the pixies and pixie elders, but Tecna stops to defeat a monster as the other four girls run off. Then they find a couple more monsters, and Musa and Flora stay behind to defeat them while Layla and Stella run off to find Bloom. They get to the room Darkar and Bloom left for Realix in, but Bloom and Darkar aren't there. The pixie elders say they have a way for them to enter Realix, with the four jewels that Faragonda gave to the elders back in "The Dark Tower," but to enter, a puzzle must be solved, which Stella easily does.
In Realix, Darkar and Evil Bloom are chanting a spell to receive the ultimate power, as Stella and Layla start to shoot at Darkar. They can't touch him until they activate their Charmix, though, then wind up blasting him away. But Darkar has goo come from the ground to stick them to the ground. The other Winx girls and the Specialists, as well as Lockette, enter the portal, though, but Darkar uses a spell to force them all to the ground, but the Trix sisters, now combined into one dark purple form, start blasting away at Darkar, upset that he betrayed them. They battle it out, until Darkar knocks her out of the round, but this has given the Winx girls and Specialists time to recover from the spell. But Bloom is now receiving the ultimate power, and Darkar changes to his phoenix form to receive it from Bloom.
It's up to Sky to talk to Bloom, to try to get her to look inside herself, to see that she truly has a good heart, and to tell Bloom that he loves her. This breaks the curse, and Bloom turns back to her normal sweet self, and the Specialists and Griffin and Faragonda help protect the girls while they use Charmix convergence to defeat Lord Darkar once and for all! Later, as Alfea has its end-of-the-year dance, the teachers reflect, the Winx girls and their boyfriends dance a little, along with the rest of the schools' students, and Bloom tells Sky that she loves him too, they kiss, and they all get together for one last photo for the yearbook.
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