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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!
Stella and Brandon falls into an underground river at the bottom of the chasm which sucks them down the current into a whirlpool and onto the shores near an underground kingdom called Downland. Here, they are found by a palace guard and a centry named Sponsus, who takes the couple to Amentia, the princess of Downland. Amentia develops a crush on Brandon, takes him as her groom and has Stella banished from Downland. Once Stella finds a way out of Downland, she recharges her energy in the sunlight and gains back the ability the transform into her Winx form again. Meanwhile, Bloom, Aisha and Sky are chased by two of Darkar's monsters, but are rescued by Stella.
- 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
- Heck's Mastiff
- Spit Monster
- Liza Jacqueline as Bloom
- Christina Rodriguez as Stella
- Dan Green as Sky
- Frank Frankson as Brandon
- Vashty Mompoint as Layla
- Jason Griffith as Darkar
Helena Evangeliou as Bloom Lucinda Davis as Layla Jennifer Seguin as Stella Dan Brochu as Sky
- 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.
“Hold on Aisha!”
“Oh, this is gross!”
“Just... let me... get this... off! Ergh!”
“My wings! Sky, my wings! Please! Ahhh!”
“It's okay now. Uh...?”
“Relax, Bloom, I was just going to thank him... Thanks!”