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The three Trix, Stormy, Icy and Darcy, return to the Cloud Tower School for Witches. Bloom and the other Winx must enroll at Cloud Tower to help protect it against evil. They have no luck working together with the witches, and the Cloud Tower aura of discord even turns the Winx against one another.
Mirta escorts the girls to the school as a liaison. Despite the incident with the Army of Darkness the previous season, the Winx were not at all welcome at Cloud Tower, and the witches being slaves to pride are disgusted that they have to have fairies help out.
Things get even more awkward as the Winx experience what it's like to take classes at Cloud Tower, which were nothing at all like taking classes at Alfea.
Unfortunately, the Trix pay Cloud Tower a visit to steal the Codex. Even more unfortunately, there's been a bit of friction within the Winx, which cause them to all go off and act on their own at the worst possible time.
- Winx Club
- Liza Jacqueline as Bloom
- Christina Rodriguez as Stella
- Kerry Williams as Flora
- Dani Shaffel as Tecna
- Lisa Ortiz as Musa, Icy, Digit
- Vashty Mompoint as Layla
- Caren Manuel as Darcy, Mirta
- Suzy Myers as Stormy
- Rachael Lillis as Lucy, Faragonda
- In the 4Kids dub due to a numbering mix-up, this episode was aired after "Magic in my Heart". When released on DVD, this was fixed.
- In the 4Kids dub, Kether Donahue (Candice in Pokémon DP Galactic Battle) had a guest role as one of the witch students of Cloud Tower, the blonde one.
- The part where Musa was being chased by witches from "Spelled" was used for this episode to recall Musa's bad time with witches.
- Stella continues to be a delinquent, even when not in her own school. She does not care if she fails her classes in Cloud Tower, as she admits to having a bad permanent record anyway.
- Zing cosplays as Scrat from Ice Age with the nut on the ice holding Tecna and the Wicked Witch of the West from Wizard of Oz.
- Zing tries the Rididkulus charm from the Harry Potter series used to combat Boggarts on one of the gargoyles in Cloud Tower.
- In the 4Kids version, Faragonda sends the Winx to Cloud Tower to learn about Dark Magic.
- When Icy froze Tecna, her pose was similar to Bloom when she was frozen in the special.
“You want us to take classes at Cloud Tower this week?!”
“What is that about?”
“Can you see me in some gothy witch outfit?”
“We're to study at Cloud Tower?”
“You can't be serious.”
“No way am I wearing those tacky witch outfits.”
“Professor Griffin, I think something's wrong with mine.”
“Hmmm. Interesting. Even senior witches don't summon magic that dark.”
“Well I've had a bad week.”
“Many of our spells require darkness as a primary source of energy, so it's important to learn to subdue light.”
“Sorry, but I don't do darkness.”
“You realize that the grades you make here will end up on your permanent record?”
“Have you SEEN my permanent record? These marks'll fit right in!”
“Get a grip, Stormy! Do you want us to get caught?”
“I'm sorry, but being in this room is bringing back potion class nightmares!”
“Well get over it, wiatch!”
“I'll get over it when we're out of here!”
“You know, they kinda have a point there.”
“The Dragon fire was taken.”
“Yeah, that's right. The Dragon fire was taken, witch!”
“Well, that doesn't change the fact that you're a crubby, self-absorbed, little punk!”
“My girl is not a punk! Got it?”
“Wanna step outside?!”
“Think about yourselves as positive things. Think of all you can learn from each other.”
“Mirta's right. Look, we need to learn more about dark magic. So teach us what you can, and we...uh take you on a shopping spree curiously of Stella. Deal?”
“Yeah. *laughs* Sounds cool.”
“I think I'm gonna puke!”
“Fairies working with Witches?! Sickening!”
“But it gives us more people to witch up before the day is done.”
“You know what I was listening to the other day?”
“That first Broken Bones CD. Remember sneaking out to go to that concert and screaming like idiots? Junior High rocks.”
“Better than elementary school, that's for sure.”
“Oh, what are you talking about? You were friends with the most popular girls back then.”
“'Til they found out I was a witch.”