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Stella and Brandon are separated from their friends and find themselves in the strange underground kingdom of Downland. The lack of sunlight drains Stella's powers, making her very weak. Brandon is in even greater danger, as the crazy Princess Amentia of Downland decides to marry him!
PlotAisha is still stuck onto the cave wall after a tar monster spits on her. Sky helps her out and she hugs him, this raises jealousy in Bloom but is smoothed over when Aisha explains that she was just thanking him. They check up on their friends who have fallen down into the pit, but there is no way to fly down there because Bloom cannot transform and Aisha's wings are still covered in the sticky-spit.
Aisha however, uses her morphix powers to construct a pulley machine. The group then heads down. They call out for their friends when they reach ground level but they are not there. Bloom then spots an underground river and Sky realizes that they may have fallen in there.Alfea, their friends continue to worry about them. Timmy comforts Tecna saying that Saladin has chosen the best team. A remark Riven, who is perched on the Winx's balcony, overhears and it upsets him a bit. Flora did not notice he was there and thought that he was with Musa. He questions it and she tells him that she is also worried. Riven excuses himself under the pretense that he "has something to do."
The river has carried Stella and Brandon onto the shores near an underground kingdom called Downland. Meanwhile, Sky, Bloom and Aisha are looking at the river when Bloom almost impulsively dives into the river to try and save their friends. Sky stops her and Aisha explains that this river is quite possibly the one that carried her safely outside of the fortress, meaning it should have done the same with the two of them. Sky assumes that they are probably at the surface of the cave, and so the group resume their mission to save the Pixies.Brandon and Stella are eventually found by a palace guard named Abrupto and a sentry named Sponsus, who takes the couple to their palace's health care room. Here, Sponsus checks Stella's condition, who is very pale and exhausted. By using magic, Sponsus learns that Stella's magic is the opposite of Downland's and her health is at stake if she stays too long. Brandon also learns that the land's princess is an extreme perfectionist as Sponsus chided him for putting away the water urn in the wrong place (a mere inch, or so, off). Sponsus however, speaks lovingly of the princess and is eager to introduce her to them.
Somewhere in the Alfea's park, Riven checks up on Musa. Though both cannot admit their feelings of worry and concern to each other. Eventually, Musa breaks down and Riven tries to comfort her but is unsure how, and so he lets her cry on him. Flora is watching the two of them from a distance and feels a little sad that she is alone, until Kiko comforts her.In Downland, Brandon and Stella are taken to meet Amentia, the princess of Downland, by Sponsus. As the princess has yet to choose a husband, Sponsus hopes to win her heart with the flowers he brought for her. Amentia enters and Sponsus presents her the flowers. She appears to love them until she notices one wilted petal and harshly scolds him, tossing the flowers away. Amentia then takes note of their guests' presence and insults Stella's outfit (who was about return the insult until Brandon covers her mouth); Amentia then falls deeply for Brandon and takes him as her groom much to the couple's shock and distress to Sponsus.
Elsewhere in the caves, Aisha, Sky and Bloom had been walking for hours until Aisha finds a passage way she recognizes. Darkar however, is watching their every move and sends the Trix to go after them.Stella is getting weaker by the moment, and is told to scram by Amentia because Brandon is "hers" now. Though Stella initially refuses to leave Brandon, he convinces her that she needs to return to the surface or she will get worse. Stella has no choice to leave as the doors are closed in front of her and Brandon is forcibly taken away. Stella does her best to reach the surface. While Brandon is desperately trying to explain to Amentia that he does not love her and will never marry her with no such luck. When the princess realizes that Brandon will not budge, she decides to make him choose between Stella's life or the marriage. Forced to make a decision, he accepts the marriage proposal to protect Stella.
Aisha, Sky and Bloom continue down the passage, taking note of the beautiful sounds it makes, Bloom notes that Musa would enjoy this but the moment is ruined when two monsters approach them. They run for it.Stella eventually finds a way out of Downland, she recharges her energy in the sunlight and gains back the ability the transform into her fairy form again. She teleports to her friends. Meanwhile, Bloom, Aisha and Sky are chased by two of Darkar's monsters, they eventually corner them and the seeds from Faragonda Aisha tossed at them are no use because of the lack of light. But Stella arrives just in time and rescues them. After the monsters are dealt with, Bloom has a tearful reunion with Stella.
Angry that his enemies defeated his monsters, Darkar causes the area to collapse. The group escapes while Brandon does his best to evade Amentia for the time being.
- Stella and Brandon are taken to Downland.
- Stella and Brandon meet Princess Amentia.
- Brandon gets engaged to Amentia against his will.
- Stella gets recharged.
- Stella is reunited with Bloom, Sky and Aisha.
- Winx Club
- In the Cinélume version, Amentia is a princess, but in the 4Kids version, she is queen.
- This is the last time Stella's Magic Winx song is played.
- In this episode, 4Kids' We Are the Winx instrumental was used not only for the ending credits, but also for when Stella is transforming into a fairy.
- After exposing the wilted flower, Amentia growls and balls her hands into fists, the bouquet disappears but returns when she tosses the flowers aside.
“It's okay now. Uh...?”
“Relax, Bloom, I was just going to thank him... Thanks!”
“Yours is the power of the stars, the sun and the moon. Our magic is the opposite you can't stay here very long!”
“No, but, if I'd gone, we'd be back already.”
“It's amazing, they're so much alike.”
“Oh, they're so rare. Oh, what a sweet smell, thank you, Sponsus! Hey! Rawr, one petal is wilted! You disappoint me, Sponsus! You've wasted my time! Grrr!”
“I can't believe it! Such perfectly harmonious features! ... Your face is absolutely perfect!”
“No, princess, oh please, noo!”
“Brandon, you shall become my husband!”
“I'm not leaving without Brandon!!”
“Guards! Bring Stella back to the castle. Keep her from getting above ground, she won't last long here.”
“They make sport of my minions! Downland! Tremble, at my words! Tremble!”