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Bloom and the others attack Lord Darkar's stronghold, determined to free the Pixies from his prison. However, their path is blocked by Stormy, Darcy and Icy - the three Trix witches. Lord Darkar has given the Trix new magic items that magnify their powers, allowing them to repel the Fairies easily!
Aisha, Bloom, Stella, and Sky have successfully escaped the crumbling caves but now, they have another issue: finding their way back. Teleporting there will not be used because unless Stella knows the location well, they could end up somewhere else. And so they must find another solution back down to the citadel.
Meanwhile, the Pixies, excluding Piff, are tormented by the annoying screams of the flying shadow monsters. Tune, tired of their noise, shouts loudly enough to silence them for good. Lockette on the other hand worries about their fate, as she looks onto the other cell which used to house their fellow Pixies but only their clothing remains. Darkar observes them and decides to use another tactic to interrogate them. He transforms into a terrifying cobra, and tries to use fear to squeeze out the information. Lockette's fears reaches it peak and was about to disclose their village's location until Chatta stops her, realizing that without them, he cannot reach the village and that is why they will live. Darkar, seeing as Chatta figured out his intentions, he decides that she will be the first to fall.
Meanwhile, the group decides to head down the citadel. Stella is fearful of this idea but is willing to go anyway because she wants to save Brandon as soon as possible. Aisha then finds a wood panel to use as a board to ski down the citadel walls. After reaching the bottom, Sky uses the demoleculizer to phase through the geological material. By doing so, the group finally reaches their target location: the Shadow Castle, Darkar's residence.
Aisha points to where the Pixies are locked up and the group proceeds to use the shaky rope bridge; Stella wants to fly instead as it would be faster (and time is running out for Brandon). Bloom is able to convince her that it is not wise to use magic now in case of an actual emergency. Stella is still hasty because of the time needed to rescue the Pixies.
Meanwhile, Brandon is being prep for marriage against his will. He demands that he would be allowed to speak to Amentia and try to revoke the marriage ceremony. The princess enters the room but Brandon is not able to speak with her because she wants to wait until the marriage ceremony.
At Alfea, after a shower, Tecna walks out of the bathroom when Kiko alerts her to her computer. The computer has crashed and Tecna tries to re-establish the connection. Musa comes into the living and finds Piff asleep. Musa wants to do what Piff is doing but her energy is still being taken over by her worry and concern for her friends. Livy, the Pixie of Messages, crashes directly onto Tecna's computer after the latter opened the balcony door to hopefully get better reception. Musa checks up on the Pixie and she does a sudden drop to prove her health but ends up smacking her head under a table and goes unconscious.
She eventually awakens and tells Musa and Tecna why she is here. They learn that Livy had been ill and could not attend her village's festival, therefore, enabled her to evade the kidnapping event. Worried but fearful of the dangers, she and the other Pixies who stayed behind did not leave the village, waiting for their friends and Aisha; but they never returned. And so, Livy was sent to Alfea to get some help. She cries because she felt helpless, all while Darkar observes them. Tecna comforts her and Livy decides not to cry again, until Piff shows up. This time, Livy cries happy tears to see a friend safe. They embrace at this joyful reunion.
At Darkar's Castle, Aisha goes on ahead while the other three wait for Stella. Aisha grabs a rope and swings into the main citadel to rescue the Pixies. She tries her attacks twice on the lock against the wall and her strongest attack on the cage, but nothing will open it. Chatta then decides to have Lockette search for a weak spot on the cell.
As Stella is about to reach the end of the rope bridge, the three are confronted by the Trix, now armed with the Gloomix. Bloom, Stella, and Sky are shocked to see the Trix free from Lightrock, but then the three vindictive witches attacks.
Lockette on the other hand, cannot find a weak spot nor unlock the cage because it does not have any weakness and absorbs magic. Aisha tries to break it open with physical strength but only gets hurt instead.
The other three evade the Trix's attacks and Bloom and Stella eventually transform to defend themselves. However, with their Gloomix powers, the Trix are beating them. Even with Aisha joining the battle, they were no match for the Trix's latest power upgrade. Before the Trix could finish them, they get defeated by a mysterious paladin, who then frees Bloom, Stella, Sky, and Aisha, then leaves as quickly as he had arrived.
Afterwards, the pixies then fly out and reunite with Aisha. It is then that Lockette bonds with Bloom and Amore with Stella. Aisha then asks how the Pixies were rescued. Digit answers that the barrier just disappeared and they escaped, meaning the Paladin from before did not save them. Now with the pixie rescue completed, they now have to complete another before heading home: rescue Brandon from a loveless marriage with Amentia.
- Aisha's skills on a board are seen for the first time.
- Aisha is introduced to Icy, Darcy and Stormy.
- Aisha frees the Pixies.
- Bloom, Stella, Aisha and Sky are saved by a mysterious paladin.
- Amore bonds with Stella.
- Lockette bonds with Bloom.
- Livy, pixie of messages, is introduced.
- Winx Club
- Mysterious Paladin
- Icicle Fury - Used against Bloom, Stella and Sky
- “Suphera Capulan Strega Sepherom” - Used by Avalon to capture and remove the Trix from the group.
- In Cinélume version, Bloom managed to board down towards Sky and Layla, while nudging the latter aside to get with the former. As Bloom asked Sky his opinion of how well she did, Sky mentioned that she was slipping, in which she does right on her face.
- 4Kids had Stella crash into what Sky had found out was petrified monster droppings. In Cinélume dub, she crashed into real rocks, but Sky said that those were dangerously brittle and that if they were any denser, Stella would have broken her neck.
- In Cinélume version, Bloom mentions she once spent a summer at Six Flags Hurricane Harbor. In the 4Kids version, she mentioned she went to an unnamed Water Park.
- Flora does not appear in this episode.
- In the Cinélume version, if you listen closely, you can hear that Stella says a bad word when she was talking about Princess Amentia in the beginning of the episode (she calls Amentia a "fish-faced tramp").
- Scenes from this episode, episode 27, 28, 29, 33, 34, 35, 36, 37, 45, 46, 49, 50, 51 and 52 were used for the final Winx Club special "The Shadow Phoenix".
- In Cinélume version, when Aisha was trying to break the barrier that the pixies were in, her arm was bleeding, in the 4Kids dub her blood was removed.
- As Chatta tells Amore that Aisha could not break open the cell, her voice is overlapped with the Italian version.
- When the Paladin first appears, Stormy's Gloomix is on the wrong side.
- As Avalon approaches the Trix, Icy's glove covers her whole hand.
“Stella, can you teleport us into the cave using your scepter?”
“Mmh mmm. No way, not unless you wanna end up in that creep's bathroom.”
“In other words, Stella needs to know the destination very well, or teleporting could land us anywhere.”
“This isn't gonna be easy.”
“You've been shouting at them all day, and what has it done other than over load my audio inputs.”
“Well listen to this if you're not to overloaded, at least I'm doing something to drive away those revolting things. So, instead of sitting there in your sandy cone...”
“Does she ever stop laughing?”
“Would you look at that... a super hunk!”
“How revolting, you've got five seconds to fix your hair or I'll shred you with my nails, dip you in sewage, fry you in acid, and finally I'LL CANCEL YOUR HEALTH INSURANCE!”
“Stella, it's probably not good for you to get out of the sunlight right now. Play it safe, wait for us up here.”
“No, I can do it, and I'm not waiting for anyone. I won't leave Brandon in the clutches of that fish-faced tramp!”
“You're right, and you know what? I'll never cry again.”
“Hey that's Piff, you're alive! Oh Piff, Piff, Piff! I thought I'd never see you again.”
“Should we tell her Layla (Aisha)'s alive too, or will she have a heart attack?”