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At the Red Fountain School for Specialists, Bloom and Tecna are visiting Sky and Timmy. Just then, the evil Trix witches attack, trying to steal the Red Fountain Codex. The witches' new powers are too strong for the Winx Fairies, and Sky is hurt in the battle. Will Timmy save the day, or is the Codex lost?
Sky makes a phone call to Bloom but all she can talk about is how great Professor Avalon is. Fed up with her constantly talking about him, Sky snaps at her, resulting in her snapping back at him. They argue but could not reach an understanding, after Bloom runs into a pillar she furiously asks him to hang up realizing he already had. On the other end, Sky is still fuming when he gets stuck in the elevator which frustrates him even more.
Still on the floor, Bloom looks sadly at her phone then tosses it to the ground and walks away, unaware that Flora had witnessed her frustration.
The Winx are waiting for Stella to hurry up, as their first magic self defense class is about to begin. Stella hopes the professor will be a good looking guy like Avalon but to her disappointment, it is Griselda who berates the girls for always being tardy.
In Darkar's fortress, the Trix are awaiting for Darkar's orders. He informs them that Red Fountain had lowered their state of alert, therefore giving them a chance to steal the Codex. Darkar orders the Trix to retrieve it and they head to Red Fountain.
At Alfea, Griselda is teaching her students, she first explains that when an enemy of superior power constructs a destructive spell, the best method for safety is to dodge it. Stella, with her usual smart mouth, sarcastically comments on her advice. As punishment, Griselda decides that it is time for a demonstration and orders Stella to be the first to demonstrate a successful attack, making Stella regret her sarcastic outburst.
In the quad, all the Fairies are in fairy mode. Griselda has them line up with Stella being the first to attack her. Stella gets irritated and starts to complain, when Griselda tells that she should focus on the fight. Griselda walks away and slightly provokes Stella, irritating her, causing her to launch her first attack something Griselda has no problem absorbing. Stella tries again and launches another attack which is then reflected by Griselda.
After Stella fails, the other Fairies are prompted to try and knock down Griselda, each failing to do so. Bloom tries her attack but it is clear that her strength is not up to par. The lesson is over and when Tecna asks Griselda a question, Griselda scolds her for not raising her hand first and that questions will be answered the next day as they need to think about what they had learned just now. Flora comes to comfort Bloom and asks if she is alright, who replies that she has "been out of it".
It is nighttime in Magix, and Bloom is having trouble falling asleep. Flora asks her about it and she finally tells her: Sky is becoming moody especially when she talks about Avalon. It causes Bloom to question his feelings for her, and that he is being unreasonable because Avalon is the only person who could possibly help her find her parents. Flora reasons that he may be jealous which Bloom finds ridiculous as there is nothing to be jealous of.
The next day, the Trix are at Red Fountain. They create a magical orb to serve as a distraction while they try to steal the Codex. In Brandon and Sky's dorm room, Sky tries calling Bloom but to no avail as she is unavailable and magic is preventing him, and only him, from leaving a voicemail. Frustrated, Sky tosses his phone onto his pillow and steps out onto the balcony. He complains to Brandon, but Brandon notices something odd outside and alerts Sky. Sky turns around and sees the sphere the Trix conjured up and it begins attacking Red Fountain. Sky quickly alerts Codatorta.
Bloom, Flora and Tecna are walking towards Red Fountain. Bloom wanted to talk to Sky and the two decided to join her. Bloom complains to them and Tecna comforts her, saying that they just need to directly talk and sort things out. The peaceful walk towards Red Fountain ends as the three notice the mysterious orb attacking Red Fountain. Flora quickly deduces that the Trix are up to something and the three girls run towards Red Fountain to help.
At Red Fountain, they are in a state of alert and Codatorta is giving instructions to the students. Sky, Brandon and two other Specialists are piloting the air crafts as they try to attack the orb. They are then instructed by Codatorta to lead it away from the school.
In the command room, Timmy had analyzed the orb and relates the information to Codatorta: it has great destructive power but it is repressing its electromagnetic powers. Riven enters the command room and quickly informs Codatorta that this is one of Darcy's spells which means the Trix are heading to the basement where the Codex is kept. Codatorta instructs the senior guards to guard the Codex room and the freshmen Specialists to mount their dragons and defend any entrances.
Helia then brings in Tecna, Flora and Bloom and informs Codatorta that they are here to help. Codatorta thanks them but tells them that the situation is under control. At the roof top, the Trix break in. Bloom realizes that the situation is dire and that she must put aside her anger towards Sky to be able to help.
Timmy quickly alerts everyone of the hole in the arena's roof. Codatorta then tells the Winx, Helia and Riven to stop them by all means. They quickly head there but before leaving, Tecna asks if Timmy is joining them to which he responds that his place is at the command center, slightly upsetting Tecna. As they are about to exit the command room, Sky arrives through the elevator. Bloom and Sky gaze at each other but Riven reminds them that there are currently other priorities to attend to. Sky agrees and the group proceeds to the Codex room. Meanwhile, Icy leads Stormy and Darcy to the Codex room. Stormy blasts off the door knob of an elevator, preventing any other Specialists to come the Winx, Riven and Sky's aid.
Outside, they see the Trix. The Winx, Sky, Riven and a few other Specialists follow them. Riven has Spencer, a fellow Specialist, follow him up the stairs. The two see no one, but are ambushed by the Trix. Icy blasts them, knocking down Spencer. Riven quickly grabs his sword he dropped and tries to attack them but Stormy knocks him out. The others arrive and see that the Trix are flying towards Hanger G4, Sky quickly notifies Brandon and requests for air support. Brandon heads over there.
The Trix arrives at Hanger G4, noticing that this is the room of armory, Stormy suggests they destroy everything, when Darcy tells her to shut it as time is everything. Brandon arrives and gets ready to fight them, when Darcy casts a spell, sending dark orbs at Brandon. He is able to diffuse four of the five, leaving the fifth one to knock him out. Darcy is smirking at her success at defeating Brandon when Tecna, Flora, Bloom, Helia, Sky and another Specialist arrive at the scene. The girls transform, ready for battle. Icy leaves Stormy to have some fun at attacking them while she and Darcy head for the Codex room.
Tecna takes the first shot at Stormy, but she dodges and blasts Tecna to the ground. Helia tries to restrain her with his laser string glove but she dodges it as well. Helia tells the others to take care of Stormy, while he checks up on Tecna. Flora, Bloom and Sky quickly chase after Stormy. Timmy informs Sky that the Trix are getting closer to the Codex and advises him to head straight there which could possibly lead them there quicker. Sky opens a shortcut through an elevator shaft, with Tecna rejoining them, they make it to another lower level and spot Stormy. Flora tries to attack her but Stormy overpowers her, knocking her against a wall. When Bloom and Tecna check up on her, Flora tells them that she is okay and to quickly go get Stormy.
At the Codex room, the senior guards guard the entrance to the Codex when it suddenly starts to snow. The Trix enter the room and freeze all of the guards. Meanwhile, Sky, Tecna and Bloom are quickly heading over there, when Tecna asks Sky what the Trix are after, Sky asks her to trust him because he cannot explain at the moment. With the guards taken care of, the Trix try to solve the scale's puzzle in order to access the Codex. Stormy takes a shot at it by blasting it with magic but it reflects it back, while it surprised her, Darcy and Icy are not at all surprised.
Darcy tries to understand the scale, assuming that a counter weight must be used. She first believes the stone would be a logical choice but deduces that it is too obvious; her second choice is the feather, whose weight is the complete opposite of the stone representing Red Fountain. Darcy takes the feather and knowing how much Icy enjoys being first, hands it to her. But Icy can see through her scheme in trying to avoid being the test dummy for their first try, and so Icy threatens her to put it in the scale. She almost does when Sky throws his boomerang at them.
Icy is not at all fazed, and another battle ensues. Timmy arrives and shoots at Stormy, preventing her from attacking Bloom. Having enough of this, Stormy takes care of her and her sisters' enemies using a tornado. Icy then takes care of Sky by fatally wounding him with an ice blast. With everyone out of commission, it gives the Trix some peace and quiet to solve the scale's puzzle. Icy rethinks the feather and looks over her options of weights: physical, moral, magical, weightlessness, economic, social, military, knowledge and communication. She analyzes Red Fountain's purpose: fostering masters of weaponry; and their headmaster, Saladin is a Wizard. She then concludes that the morality weight is to be used because "the ends justify the means". Icy succeeds in solving the puzzle and the door opens to the true containment room of the Codex: stairwells to the lowest floors of the school.
The Trix head down, with Athena waiting to attack them. While they are down there, the Specialists and Winx regain consciousness with Bloom being the first. She is quick to notice that Sky is fatally wounded and she runs to him. Icy freezes the cell containing the Codex, making it frigid enough to break but Athena casts a spell that creates an unbearable sound. Sensing the Guardian Pixie, Darcy disappears and knocks out Athena. With the noise dissipating, Icy resumes the retrieval of the Codex and the three Witches are ready to leave when Timmy shoots at them.
Tecna is watching and silently encourages him to restrain them. Bloom however, is increasingly concerned about Sky as he is unresponsive. Timmy watches in worry too when the Trix walk up the staircase triumphantly. He thinks logically and concludes that there will be another day where he and his friends can defeat them, letting them pass without resistance. Tecna is extremely disappointed in him, calling him a coward and runs away from him. The Trix get away with Codex.
Bloom tries in vain to awaken Sky, and when Flora checks his pulse, there is none. Bloom, traumatized by Sky's condition, awakens her new Dragon's Flame power to heal. Sky is revived and back together with Bloom and his friends. The two embrace each other and make up.
- Helia enlists at Red Fountain.
- The Trix get the first Codex.
- Bloom discovers her healing powers in this episode.
- Tecna and Timmy's relationship hits a bump.
- Bloom openly admits her love for Sky.
- Winx Club
- Alfea Staff
- Alfea Students
- Red Fountain Staff
- Red Fountain Students
- Sonic Bomb - Musa used it against Griselda in training.
- Incandescent Sphere - Bloom used it against Griselda in training.
- Power Jazz - Aisha used it against Griselda in training.
- Frost Storm - Used by Icy to make Red Fountain's arena roof frigid.
- Raining Thunder - Used by Stormy to break the arena's roof Icy froze.
- Sphere of Midnight - Used by Darcy to attack Brandon.
- Chained Lightning - Used by Stormy to attack the Winx and Specialists, but successfully knocks down Tecna.
- Mega Lightning Storm - Used by Stormy to blast the scale puzzle but failed.
- Black Icicle - Used by Icy to knock out Tecna.
- Tornado Thunder - Stormy conjures a destructive tornado, effectively knocking almost everyone out.
- Letizia Ciampa as Bloom
- Perla Liberatori as Stella
- Ilaria Latini as Flora
- Laura Lenghi as Aisha
- Domitilla D'Amico as Tecna
- Gemma Donati as Musa
- Alessandro Quarta as Sky
- Nanni Baldini as Brandon
- Mirko Mazzanti as Riven
- Corrado Conforti as Timmy
- Tatiana Dessi as Icy
- Federica De Bortoli as Darcy
- Valeria Vidali as Stormy
- Oliviero Dinelli as Saladin
- Fabrizio Temperini as Darkar
- Liza Jacqueline as Bloom
- Su Meredith as Stella
- Kerry Williams as Flora
- Vasthy Mompoint as Layla
- Dani Shaffel as Tecna
- Dan Green as Sky
- Frank Frankson as Brandon
- Michael Sinterniklaas as Riven
- Sebastian Arcleus as Timmy
- Lisa Ortiz as Musa and Icy
- Jason Griffith as Darkar
- Caren Manuel as Darcy
- Suzy Myers as Stormy
- Michael Alston Baley as Saladin
- Helena Evangeliou as Bloom
- Jennifer Seguin as Stella
- Holly Gauthier-Frankel as Flora
- Lucinda Davis as Aisha
- Jodie Resther as Tecna
- Sarah McCullough as Musa and Stormy
- Danny Brochu as Sky
- Mark Hauser as Brandon
- Mitchell Rothpan as Riven
- Michael Tarmush as Timmy
- Eleanor Noble as Icy
- Carrie Finlay as Darcy
- Eric Stuart as Darkar
- Scenes from this episode, episode 27, 28, 29, 31, 33, 34, 35, 37, 45, 46, 49, 50, 51 and 52 were used for the final Winx Club special scene in "The Shadow Phoenix".
- In the Cinélume version, Timmy did not shoot at the Trix because he knew that they would just overpower them, which devastates Tecna and this leads to her calling him a coward and leaving. In the 4kids version, however, the Trix put a non-violence spell on everyone, including Timmy, that restricted everyone from doing anything violent toward the Trix and Tecna leaves the room only to go and get some help.
- Helia is enrolled at Red Fountain as of this episode.
- Bloom uses her first-ever healing spell in this episode.
- Bloom admits her love for Sky but he did not hear it he was still fatally wounded and dying.
- When the girls were outside with Griselda, Bloom and Stella's sleeves disappeared in some scenes.
- Bloom's crown disappeared in one scene.
- There are two scenes in which Flora is wearing earrings from her civilian outfit despite being in Winx outfit.
- Helia's gem would change colors throughout the episode.
- When Flora attacks Stormy and when she lands against the wall, the circle on her necklace is missing.
- As Tecna witnesses Timmy give way to the Trix, her hat is not drawn completely.
“What do you mean by 'uhh huhh'?”
“Good thing she told us otherwise I would've just stood there until I'd finally get hit!”
“Were you never told to raise your hand before speaking in class?! If the Trix were here, they'd have torn you to bits; now, I want you to think very seriously what you have learned today and save your questions for our next lesson!”
“I don't get it, how can boys be so selfish?!”
“Girls are so selfish, it's unreal...”
“The moral weight! Unreal, I have to follow the path of morality, well I guess, the ends justify the means.”
“With their new powers, the Trix can't be beaten... I could sacrifice myself but it wouldn't help anybody... All we can do is find a way to beat them before the next battle.”
“You're a coward!”
“This cannot be the end, I love you...”