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Bloom and the other Winx help their new friend Aisha 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, still awake as they worry about Aisha. While they are still awake, Stella tries to gossip about Aisha's romantic status, only for Musa to reply with 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 and class will soon start. They still proceed to try and get some sleep. But, Bloom continues to worry about 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; he then demonstrates this fact by capturing some of the light in the classroom, which can only be seen in the darkness - its polar opposite. But due to lack of sleep, Bloom cannot pay attention and is getting drowsy; and Stella is covering up her sleep deprived appearance with makeup. Wizgiz yells out Bloom's 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 remains 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 share their introductions. 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. Her pixie friends have been kidnapped by an evil creature, who had drained her energy and detained the pixies who followed her. However, she was able to escape but could not rescue them and Aisha is now feeling guilty for it. She begins to cry and Musa comforts her. The Winx then offer to help her rescue the pixies after hearing her story.
Down in the Shadowhaunt, the Shadow Phoenix learns that the Codex is in four parts and that the pixies are hiding one of the pieces; the other three are hidden in the schools of Magix. Now, he just needs his own minions to assist him in retrieving them.
To find suitable accomplices, the Shadow Phoenix attacks Lightrock and takes the Trix away from it. He gives them Gloomix powers to multiply their present powers. With their powers amplified, the Trix are able to exact revenge on the Templars by freezing them. The Trix still want steal the Dragon's Flame but Darkar tell them that there is an even greater power to steal. 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.
- 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.
“Alright, if we're gonna stay up with her all night, let's talk about some important stuff! You think she's got a boyfriend??”
“It's hard to believe, isn't it? These gentle folks were once harden criminals. ... Brother, no one is beyond redemption. just wanna know what's out there, this place feels like a prison.”
“They keep shouting, day in and day out. They've not made any progress since they've arrived here at Lightrock Monastery; they'll never be rehabilitated.”
“Yup, I'll disconnect then. Is disconnect more positive than obliterate?”
“Durgh! I swear, when I get out of here, I'll be meaner than ever.”
“There is no light without darkness.”
“Oh! I should've never left them!!”
“Fools! There is much greater power to be hand than the Dragon's Fire!”