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The fairies from Alfea, the Specialists from Red Fountain and their teachers prepare for revenge! They try to enter Cloud Tower from different locations. Riven regrets his behavior and rejoins the fairies' group to help save Magix.
The Winx and Specialists return to Alfea safely. They are welcomed back warmly by Faragonda and Saladin. Musa notices that Kiko has a new friend and it is Icy's duck - Pepe, it turns out that Knut had brought Pepe here and has joined their side as well. At first, the girls were suspicious of Knut until Faragonda eased their worries. They notice that Alfea is becoming crowded and learn of the tragic event that Red Fountain had been destroyed and so the boys are staying at Alfea for the time being (though they are happy about it). Faragonda and Saladin warn of another impending battle by the Trix and tells the Winx to be prepared for their next attack.
At Cloud Tower's dungeons, Riven has come to terms with himself and his mistakes, he is disgusted by himself but he now knows who his true friends are and hopes that they will forgive him. Griffin then calls out to him and he goes to his prison door. He asks her what she was doing in there and Griffin admits to him that she also made a huge mistake – failure to see the menacing threat the Trix were. Riven tells her not to plan herself and uses his skills in lock picking to get out. He then tries to help Griffin but unlike his lock, hers is a much more powerful magical lock. However, her students are preparing a potion that will help them escape.
Suddenly, a haunting growl is heard in the hallway and though reluctant to leave Griffin, Riven is urged by her to quickly escape before it is too late. The minions of the Army of Darkness chase after Riven to the point where he is at a dead end, his only escape – the window which is several hundred feet high from the ground. He takes a chance and jumps through the window, plummeting rapidly to the ground.
At Alfea, Sky senses Riven for a strange reason and Bloom inquires about but he says it is nothing. Stella, Bloom, Sky, Brandon, Saladin, Codatorta, Wizgiz, Knut and Faragonda are in Faragonda's office. Codatorta, Faragonda and Saladin had accepted Bloom's idea to go to Cloud Tower to try and retrieve the Dragon's Flame. Sky and Brandon are completed shocked at the idea and Sky does not approve of it at all, until Bloom convinced them otherwise as the flame is part of her and it is her responsibility. On this mission, Knut will be leading Brandon, Sky, Stella and Bloom through the underground tunnels to reach Cloud Tower. They will begin the mission once Bloom has convinced the others to let them go on this mission.
In the main hall of Cloud Tower, Icy is irritated that Riven decided to leap through a window however, since it was his decision, she does not exactly care. Darcy and Stormy wanted to mess with him a little longer but now destroying Alfea is their priority. They chant their incantation and send a swarming army of the Creatures of the Dark to Alfea.
At Alfea, everyone takes their position to battle the oncoming monsters while Bloom had finally convinced the others to let them go. Musa gets angry because of Bloom's stubbornness but they all hug each other before saying good bye. This touching moment actually made Tecna cry but the hugs have to wait, the mission needs to start and Bloom and Stella go down the well joining Sky, Brandon and Knut. Tecna, Musa and Flora hope for their safe return as they watch them leave.
Another long battle begins between the forces of good and evil. As everyone fights with their might, Mirta watches helplessly from the Winx's room. Flora attacks a monster with her powers, knocking it down. She sees Mirta watching them and Mirta calls out to her. Mirta sees the monster ready to strike Flora again and warns her, but she is able to put up a shield to protect Flora and Flora thanks her with a smile. Kiko and Pepe are running away from a monster until they are cornered. Thankfully, Codatorta knocks the creature out, and a relieved Kiko faints. Tecna, Musa and Flora transform to better assist their allies.
Underground, Sky, Brandon, Stella, Bloom and Knut begin their search for the underground entrance to Cloud Tower. Stella asks Brandon about his actual position and Brandon reintroduces himself as Sky's page. Stella reminds him that both him and Sky had lied to her and Bloom and when Brandon asked if it mattered, Stella responds that they will discuss about this later. Knut is suddenly alarmed, feeling as if they were not alone. He was right as the Trix were actually spying on them on their arachnid cam.
Seeing as they are coming to Cloud Tower, Icy is ecstatic to see that the plan is going well. Stormy is not however, because their troops are starting to fall back. Icy knows and the reason she is happy is because she wants to defeat Alfea slowly to let them suffer and indulge in defeat. She cackles at their soon to be triumph win in this war.
Knut, Bloom, Sky, Stella and Brandon reach part of the underground tunnel. There are three tunnels and Knut assures them that the tunnel he picked is correct. Stella is not convinced because Knut has led them into four traps the past hour. She was correct because they were bombarded with large insects, a huge rush of water, living vines, large beetles and finally, Cloud Tower's personal garbage dump site - which is outside.
They try to help Knut up, since he was the one who fell through, however, they hear some creaking and quickly get Knut back on his feet. Knut smells the things that were making the creaking noises and it turns out they are beetle roaches – beetles that eat garbage, this fact of course, disgusts Stella. The boys get ready to defend themselves but Bloom stops them for fear of giving their enemy the tip. Sky agrees when Knut starts screaming. A beetle roach is trying to eat him! Bloom saves him by hitting the roach with a metal rod she grabbed and Knut thanks her. Then, the leader of the beetle roaches snatches Sky and is about eat him when a cloaked man jumps on it and zaps it. It flees and the other beetles follow suit. It turns out the cloaked man is Riven.
They then continue their way through the tunnels with Riven and Sky is very impressed by Riven's skills, utilizing what they had learned from school. They joke a little and start laughing. Riven then apologizes for his actions and Sky tells him he does not have to worry about it and they will talk about it once they have completed their mission. Riven joins them and Bloom tells them that Knut has found the entrance to Cloud Tower and another struggle begins.
- The Winx and Specialists return from Domino.
- Knut is on the good side now.
- The Trix summon the Army of Darkness again.
- Riven returns after looking back on his past digressions.
- Riven reconciles with the team and joins them to stop Icy, Darcy and Stormy.
- Beetle Roaches
- Queen Beetle Roach
- Winx Club
- Letizia Ciampa as Bloom
- Perla Liberatori as Stella
- Ilaria Latini as Flora
- Gemma Donati as Musa
- Domitilla D'Amico as Tecna
- Liza Jacqueline as Bloom
- Caren Manuel as Stella and Darcy
- Kerry Williams as Flora
- Lisa Ortiz as Musa and Icy
- Dani Shaffel as Tecna
- Rachael Lillis as Faragonda
- Michael Alston Baley as Saladin
- Dan Green as Sky
- Frank Frankson as Brandon
- Michael Sinterniklaas as Riven
- Sebastian Arcelus as Timmy
- Suzy Myers as Stormy
- Marc Thompson as Knut
- Helena Evangeliou as Bloom
- Jennifer Seguin as Stella
- Holly Gauther-Frankel as Flora
- Sarah McCullough as Musa
- Lezlie Karls as Tecna
- In the 4Kids version, Icy had an Arcanum Lock that was in her family for generations that is resistant to all spells.
- Riven was actually one of the best students in Red Fountain by applying what he learned to escape from Cloud Tower.
- A huge section was taken out of the 4Kids version. In Cinélume version, while Riven was locked up, Darcy and Stormy decide to mentally torment him for laughs. They create six Riven clones in the cell he is in that all looked to attack him. Riven tries to ward them off, but then they suddenly melt and combine to form an ugly hulking monster, scaring Riven stiff. After a few moments, Riven noticed the monster was mimicking his every movement like a mirror reflection. This was meant to show that the monster acted as a physical reflection of Riven's soul considering his past actions (he betrayed his real friends on his own accord, which nearly got them killed on more than a few occasions). In this sense, Riven was forced to literally take a long hard look at himself.
- A Redone clip was used from this episode, and redone clips from episode 2, episode 7, episode 8, episode 10 and episode 1 were used for the one-hour special on Nickelodeon.
- More clips from this episode, along with scenes from episodes 19, 20, 23, 24, 25 and 26 were used in the Nickelodeon special The Battle for Magix.
“Those three witches won't wait long before launching a new attack on Alfea. We've got to be ready to fight them!”
“There are many things I don't like about myself but I'm far from being a monster, okay? I have a heart! And even though I can't be sure how they'll ever be able to forgive me for all things I've said and done... I have a few friends too...”
“Paying the price for my foolishness... I too, have shown poor judgement. I should've realized sooner that their ambition was dangerous and scope.”
“Oh no! ...No! The window! It's my only chance! There's no other way... Is this where it ends? ...NO! You'll never get me!”
“But I have no choice, don't you understand? As long as the witches possess the power of the Dragon Flame nothing can stop them! The flame is apart of me, I'm responsible for it.”
“You're stubborn as a mule!”
“Tecna, are those tears I see in your eyes?”
“I want this war to last a long time! I want Alfea to suffer a slow, humiliating defeat. The Creatures of the Dark a numerous and will never give up the fight, so ultimately they will bring down Alfea!”
“For a fairy with no powers, you sure pack a punch!”
“You had to put into practice everything we learned at Red Fountain! Survival totally infested with Creatures of the Dark.”
“Umm, Sky, Brandon... I, wanted to apologize for all the things I've done...”