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Sky and the Specialists invite the Fairies to a grand opening party at the Red Fountain School. There, Flora meets the handsome poet, Helia. But while everyone is at the party, the Trix sneak into the school. The Specialists and the Winx Fairies end up working together in the fight of their lives against Lord Darkar's biggest Shadow Monster yet.
It is the opening ceremony of the new and improved Red Fountain. Professor Avalon brings the Winx to Red Fountain ceremony. He then leaves to meet up with Codatorta and asks for Bloom to take care of the others. As they watch their professor leave, Lucy and her friends show up. Tecna is rather irate that they are here. Digit however, confirms their invitations. Mirta then notices Lucy and could not even be happier to greet her, only to be ignored. The Winx then head inside. The Trix, in disguise, head inside as well, their mission: find Red Fountain's Codex for Lord Darkar.
The Winx relax on a bench inside the school while waiting for the Specialists. Chatta tries to convince Flora to find a boy at Red Fountain. Stella and Brandon tease each other about a number of people have flirted with, and Brandon wins. Bloom asks if the parade will be at the arena, turns out, it is going to be inside which leads to Stella complaining. Brandon makes sure to let her know that there will be surprises. As the group starts walking inside, Sky invites Bloom to horse riding tomorrow. Bloom at first agrees but realizes since Professor Avalon's class is in the afternoon, she wants to spend the morning studying to impress him. Bloom then goes off on her own to find Professor Avalon, which upsets Sky.
The Trix are in another part of the school that had been damaged during the fight against them. They start their search for the codex at the teachers' former private quarters.
The group finally makes it to the arena, where they see Helia drawing. Stella takes notice and calls him cute (which makes Brandon jealous). Timmy tells the girls that Helia is a returning student to Red Fountain and is Saladin's nephew. Brandon dispels his jealousy and introduces Helia to the Winx. Before Brandon could introduce Flora, Stella interrupts because she wants to see his sketches.
He shows them to her, and eventually hands them over to Flora so that she could ask if he could draw an picture of her. Flora provides compliments the drawings befitting her ability to notice small artistic details which impresses Helia. The two start to show interest in each other, hinted by Amore and Chatta.
Bloom and Lockette search for Avalon and go up the stairs - where the Trix are. Bloom goes up to ask them to where Avalon is and does not recognize them because of their disguises. Icy answers her that they had not seen him, Bloom thanks her and runs off. Though the three worry if she is suspicious, only Lockette finds them suspicious but then she drops it and follows Bloom.
The parade starts in the arena, the Winx are enjoying the show with Bloom and Lockette joining them. The Specialists are not with them because they are getting ready. Then, the show stops midway with Codatorta and Saladin greeting their guests. Codatorta gives his aspiring speech, the audience cheers and Saladin announces that it is time to restore their school, the new Red Fountain. He begins to cast his magic, the tremors frighten the audience but he reassures them, and asks that they enjoy the ride.
From the ground, rises a newly built Red Fountain, completely updated and levitating above the ground. The new stadium unveils and sets up the seats for the guests; everyone enjoys their time.
Elsewhere, on ground level, the Trix gaze at the newly built school when their shadows join and Darkar appears, and speaks to them. He demands to know why they are just standing there. Icy informs him that they have yet to find the Codex. Since they need a distraction to allow the Trix to get the piece, Darkar decides to use Grackthroat.
On a break, and full of excitement, the girls rest on some grass before their guys go up again. Brandon and Timmy come to get the girls because Riven and Sky's one-on-one match is about to start. Tecna and Digit are playing a video game and will meet up with them later, Timmy turns around, a little sad that Tecna is not really paying attention to him. Meanwhile, Aisha and Musa went to go get drinks, they talk about music and dancing. Then, they notice someone suspicious walk past them - who is Darcy in disguise. Musa notes her familiarity and pin points exactly who she, which causes Darcy to run. The two fairies give chase, but loses sight of her, and bump into Tecna after she lost to Digit and checked out the game's software.
The two ask if they had seen someone run by, Tecna says no and Digit checks the sensors which have picked up nothing. Musa tells her that they were chasing Darcy, but Tecna reasons that with all of the fairies here, they would not want to enter the premise. Musa drops the subject but still found it odd that she started running when they called her out. They then join the others.
At Darkar's lair, he transforms his pet Kerbog into Grackthroat and sends him to Red Fountain.
At the stadium, Sky and Riven duel, though it was a close call, Sky wins. Riven becomes bitter, and wonders aloud that because Sky is a prince, he is taught how to handle the sword. Sky's retort accidentally insults Riven and causes him to angrily walk off. Brandon's match is next; Sky gives him some pointers because his opponent is a senior Specialist. Sky advises him to use the sun's blinding rays when something massive covers the sun; Grackthroat appears and begins to terrorize and destroy the stadium.
The girls transform to help. With the distraction in place, the Icy and Stormy rid themselves of their disguises and search for the Codex. As the Winx deal magical attacks against the monster, they realize that magic is useless against the monster. Timmy is also informed by a guard that two windows have been broken by the Trix, he then alerts Codatorta.
Codatorta receives the message, and informs Saladin. Saladin knows what the Trix are after and calls for the guards to defend the Codex room; Codatorta leaves Sky in charge. The Winx try another magical assault; Flora starts first but is blindsided by the monster and is about to be attacked. Helia saves her by holding the monster back with ropes; he checks if she is okay, but Flora only responds with a wistful sigh. Sky lets Helia know that she is okay. However, he then lets go of the monster, this irritates Stella but Tecna reasons that it may be because his ropes' strength cannot withstand the monster's.
Meanwhile, Codatorta, Saladin and some Red Fountain guards are on their way to the Codex room, this information is sent to Darkar by someone.
While the other Specialists keep the monster distracted, the Winx and their Specialists rethink their plans. Thanks to Helia, they realize that physical attacks will work on the monster. Riven puts aside his rivalry towards Sky and happily lets him lead the assault. The guys ride their dragons to get the monster's attention, while Tecna positions the other Specialists around the monster. The Specialists send ropes to tie the monster down for as long as they can. Meanwhile, Saladin's group heads to the Codex room and are being followed by Icy.
The monster eventually breaks the ropes, but Flora uses plant roots to tie it down once more. Tecna locates the monster's weak spot: under its throat. With that information, the Specialists strike at it and finally defeat it.
Saladin's group has made it to the Codex room, but since the room is too heavily guarded, Icy cannot steal it. So she leaves but vows to return.
After the rampaging monster is dealt with, Bloom tells Avalon everything that had happened, which concerns Sky greatly. Flora sits by a tree, enjoying the environment around her when a paper plane flies past her and reveals a portrait of her made by Helia. She grabs the portrait and hugs it with a smile.
At Darkar's Fortress, the Trix tells Darkar they could not steal the Codex. Though Darkar insults their efficiency, he is not worried about it and decides to allow time to pass, so that Red Fountain will let their guard down.
- Helia is introduced.
- Flora develops a crush on Helia.
- The new Red Fountain campus comes forth.
- Timmy is not sure what to do with Tecna. Tecna herself has not really engage in a conversation with him.
- Winx Club
- Alfea Students
- Alfea Staff
- Cloud Tower Students
- Two unnamed witches
- Red Fountain Staff
- Arms of the Earth - Used by Flora against the Grackthroat.
- Letizia Ciampa as Bloom and Tune
- Perla Liberatori as Stella
- Ilaria Latini as Flora
- Gemma Donati as Musa
- Domitilla D'Amico as Tecna
- Laura Lenghi as Aisha
- Tatiana Dessi as Icy
- Federica De Bortoli as Darcy
- Valeria Vidali as Stormy
- Oliviero Dinelli as Saladin
- Fabrizio Temperini as Codatorta
- Fabrizio Temperini as Darkar
- Nanni Baldini as Brandon
- Francesco Pezzulli as Helia
- Alessandro Quarta as Sky
- Corrado Conforti as Timmy
- Mirko Mazzanti as Riven
- Laura Lenghi as Lockette
- Ilaria Latini as Amore
- Perla Liberatori as Chatta
- Liza Jacqueline as Bloom
- Christina Rodriguez as Stella
- Kerry Williams as Flora
- Dan Green as Sky
- Frank Frankson as Brandon
- Sebastian Arcelus as Timmy
- Michael Sinterniklaas as Riven
- Dani Shaffel as Tecna
- Lisa Ortiz as Musa, Fairy Icy/Icy, Digit
- Vashty Mompoint as Layla
- Jason Griffith as Darkar
- Caren Manuel as Fifi/Darcy
- Suzy Myers as Missy/Stormy
- Michael Alston Baley as Saladin
- Marc Thompson as Professor Avalon
- Mark Driason as Helia
- Helena Evangeliou as Bloom
- Jennifer Seguin as Stella
- Holly Gauther-Frankel as Flora
- Sarah McCullough as Musa and Stormy
- Jodie Resther as Tecna
- Lucinda Davis as Aisha and Digit
- Danny Brochu as Sky
- Mark Hauser as Brandon
- Mitchell Rothpan as Riven
- Michael Yarmush as Timmy
- Martin Watier as Helia
- Eric Stuart as Darkar
- Elenor Noble as Icy
- Carrie Finlay as Darcy
- Mary Smith as Amore
- Liz Macrae as Tune
- Mirta is seen with Kimmy and Ahisa two freshman of the second year from Alfea and Lucy is also seen with two new witches.
- This is the first episode which the Trix wear disguises to infiltrate Red Fountain.
- This is one of two episodes Stormy disguises herself as a fairy.
- In the Cinélume version, Helia is Saladin's grandson, but in the 4Kids version, he's his nephew.
- Scenes from this episode, episode 27, 28, 29, 31, 33, 35, 36, 37, 45, 46, 49, 50, 51 and 52 were used for the final Winx special "The Shadow Phoenix".
- The special featured the Winx meeting Helia, and the new Red Fountain
- The Winx's Season 2 and 3 civilian outfits are briefly seen in this episode. After this episode, they return to their Season 1 civilian outfits.
- When the camera zooms out as Lucy walks past Mirta, Ahisa jeans are missing.
- In a scene, a part of Tecna's outfit is missing.
- In a scene, Stella's bracelet's were missing.
- In a scene, Stormy's eye shadow became a mix of maroon and sky blue.
- When Bloom says they have to intervene, Stella and Flora are seat behind her when they are actually seated next her.
- As Helia is asking if Flora is okay, part of his hair is missing.
- As Sky talks about their plan using Helia's strategy against the monster, the rocks the girls are leaning and sitting on disappear, and Flora's top has its colors inverted.
- Bloom's crown from her Winx outfit disappeared a few shots after the transformation.
“It's a chance for me to meet the teachers of Red Fountain. Uh, you go ahead, I've got to wait here.”
“As I was saying Flora, this is your chance! I don't wanna hear you talk about plants, check out the boys! Show me one that's your type!”
“And, that makes twenty-six Specialists!”
“Well, I scored twelve witches plus seventeen fairies for a grand total of twenty-nine. I win, Sunshine!”
“Hey Helia, let me introduce you. Meet the stars of Alfea: this is Stella, Tecna and- [gets interrupted]. And...this is Flora.”
“Arise, monster within! Grackthroat, awake!”
“I don't need your help! Must be nice being a prince, you spend your whole life learning from the best.”
“I couldn't have beaten you if I hadn't put in the work!”
“Timmy, watch out!”
“Curses, there are too many of them! But I will be back!”