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Bloom and the other Winx help their new friend Layla recover from her ordeal as Lord Darkar's prisoner. Meanwhile, Lord Darkar is furious over the failure of his Shadow Monsters, and decides to enlist more evil allies. He attacks Lightrock Monastery and frees the Winx's old enemies - the Trix!
At Alfea, Aisha is having nightmares about the Shadow Phoenix and the Pixies. In their dorm room, The Winx try to comfort Bloom, as she is worried about Aisha. While they are still awake, Stella tries to gossip about Aisha's romantic status, only for Musa to reply a witty comment about "Brandon's girlfriend". Tecna checks on the time and the sun is about to rise, the girls have not slept at all, but still proceed to get some sleep. Bloom still worries for Aisha.
Meanwhile at Lightrock Monastery, the guards are talking about the Trix - they have made no progress in redemption and are miserable because of the saint-like environment and are trying to escape. The three witches think about the times when nothing could stop them. Stormy tries destroying a microphone attached to a tree which is constantly reminding her to stay calm. But they later find out that there are several of them hidden inside the woods. Icy declares that when they are free from this horrid place she will be even more malicious.
At Alfea, Professor Wizgiz is teaching the girls a lesson. He says that everything has an opposite. But due to lack of sleep, Bloom cannot pay attention and is getting drowsy. Wizgiz yells out her name which startles her. To make matters worse, the professor asks her what is missing in his diagram. She response with "Stella's got earrings that look like that." Laughter is heard throughout the classroom but Wizgiz becomes serious and continues with his lesson. This is torture for Bloom and in the end, dozes off.
Later, Aisha starts to wake up and finds Flora and Musa. She asks where Piff is and falls right back asleep. She wakes up again and finds the Winx and her bonded pixie, Piff. They introduce themselves to her. Aisha's stomach growls and Stella offers a sandwich to her, but Piff starts crying and the sandwich falls on Aisha. Later, She explains all about the pixies and their village. The Winx offer to help her and she tells them her story and how the pixies got captured by the Shadow Phoenix.
Down in Shadow-haunt, the Shadow Phoenix learns that the Codex is in four parts and that the pixies are hiding one of the pieces. The Shadow Phoenix attacks Lightrock and takes the Trix away from Lightrock. He gives them Gloomix powers to multiply their present powers. He then takes the Trix back down with him. Meanwhile, Bloom starts to get a bad feeling.
- Darkar releases Icy, Darcy and Stormy from the prison.
- Darkar gives Icy, Darcy and Stormy their new Gloomix powers.
- Winx Club
- Light Haven residents and guards
- Optical Darkness - Used by Darcy against templars of the Lightrock Monastery.
- Hurricane - Used by Stormy along with Icy's ice power against the guards.
- Letizia Ciampa as Bloom
- Perla Liberatori as Stella
- Ilaria Latini as Flora
- Gemma Donati as Musa
- Domitilla D'Amico as Tecna
- Laura Lenghi as Aisha
- Liza Jacqueline as Bloom
- Su Meredith as Stella
- Kerry Williams as Flora
- Lisa Ortiz as Musa, Icy
- Dani Shaffel as Tecna
- Caren Manuel as Darcy
- Suzy Myers as Stormy
- Jason Griffith as Darkar
- J. T. Ross as Guard 2
- Rachael Lillis as Amaryl
- Eric Stuart as Lighthaven radio announcer
- Helena Evangeliou as Bloom
- Jennifer Seguin as Stella
- Holly Gauther-Frankel as Flora
- Sarah McCullough as Musa
- Lezlie Karls as Tecna
- Lucinda Davis as Aisha
- Stormy's Gloomix is placed on her right arm, Darcy's is placed on her left and Icy's is the form of a necklace on her neck.
- In the 4Kids dub, Lisa Ortiz, the voice actress of Musa, Icy, Mitzi, Digit and Eric Stuart have worked together in the anime "Slayers" among others.
- J. T. Ross, the voice of one of the guards, was the voice of Marik Ishtar, his Dark half and Strings in Yu-gi-oh!.
- Scenes from this episode, episode 27, 29, 31, 33, 34, 35, 36, 37, 45, 46, 49, 50, 51 and 52 were used for the final Winx Club special "The Shadow Phoenix".
- The Specialists do not appear in this episode.
“Dear friend, I hope you're still not thinking about the outside world.”
“I just wanna know what's out there, this place feels like a prison.”
“We don't use that word here.This is a colony.”
“So wait. These people can't leave, I can't even think about leaving and yet it's not a prison?”
“It is a positive affirmation colony.”
“The people here are prisoners.”
“No. They're not. They're guests, they like it here.”
“Those three witches don't seem to like it much, the ones in the virtual meadow. They're angry all the time. I don't see how you can make people happy.”
“You can, it just takes time is all.”
“This is the tenth time we walked over the horizon and ended up right back where we started.”
“If these flowers were alive, I'd kill them!”
“We shouldn't be here, we used to rule! We were senior witches at Cloud Tower and nobody messed with us! We got to kick as much fairy butt as we wanted! We got to boss around freshmen and sophomores everywhere we went! We stole the Dragon Fire, summoned the Army of Decay, took over our school and wiped out Red Fountain. It's that stupid Bloom's fault we're here. If that sorry meddling, goodie-goodie hadn't interfered, we'd be living large right now as the queens of the universe! I miss creating mayhem and chaos and torment. Dark skies and thunderstorms, laughing at other peoples expense! AHHHHH!”
“So wait, if they're not prisoners, why are we guards?”
“Because we're here to guard the guests, as in to protect them.”
“Protect them from what? I had to ask.”
“That's the problem with positive thinkers. They just never know when it's time to give up.”