A pinch of Fairy Dust will do it!
The Pixies have fallen ill, so Layla and Flora take them back to the Tree of Life for help. But the Tree of Life is sick too, and it's up to Flora to find out why. Meanwhile, Lord Darkar shifts his plan to catch Bloom into high gear. His spy among the Fairies is revealed, but will it be too late to save Bloom?
A masked figure is stuck in Darkar's dungeon. He is chained up, and his magic is very weak.
Flora, Aisha, along with the Specialists: Brandon, Sky and Helia, arrives at Pixie Village, with the sick bonded pixies. Livy is in fear, thinking she would be punished for leading Icy to Pixie Village's codex. Flora reassures that Livy would not get in trouble but however is led to the Tree of Life, which is sick.
The masked figure manages to get out of his chains and manages to set up an illusion spell, hoping Darkar would not spot him. Meanwhile, Darkar speaks to Professor Avalon, telling him they need one more piece to enter the Relix.
Faragonda holds a meeting, congratulating the Winx Club, minus Flora, for earning their Charmix. They then start training very hard to defeat Lord Darkar. Griselda and Avalon starts the training, creating a monster using the Winx's powers. They successfully destroy "their worst enemy", as Bloom refers to it. The Winx are than directed to Faragonda's office, where their is a message waiting for them from Pixie Village.
Faragonda is informed that there is no use in saving the Pixies as the Tree of Life cannot be healed. Faragonda reminds Flora that she is the only one that can save the Tree of Life. Flora is flustered; she doesn't have her Charmix nor does she know which parts of the tree is sick.
Under a lot of pressure, Flora has troubles making decisions on what to do. Helia goes by Flora, which Flora regains her confidence and transforms. Using her powers, she is able to heal and save the Tree of Life. As Faragonda and Griselda observes, they are very proud however Faragonda states that there is one more step to be taken towards Flora's Charmix.
The pixies are able to be healed by drinking their tea. They are all happy, and living in harmony. The Tree of Life then gives birth, and is revealed how pixies and pixie pets are made. The Specialists then leave, before "Red Fountain sends out a search party". Aisha goes to say farewell as Flora is too shy.
Chatta urges Flora to talk to Helia, but Flora is too shy but runs after him, calling his name. Helia returns and the two talk briefly. Flora, unable to find the words, doesn't confess her feelings, frustrating Chatta. Flora then sums up her courage and tells Helia that she loves him. Helia smiles and tells her that he loves her too, blowing her a kiss. Flora earns Charmix.
The mysterious figure journeys all the way back to Alfea, and is found by Tecna, Stella and Musa. It is revealed to be the real Avalon. They are confused to why Avalon was with them eleven minutes ago and why he is now sick and weak. Stella finds the fake Avalon and is also confused. Musa helps Avalon but is confused at the fact that Avalon doesn't even know her, and the fact that he didn't teach yet.
Faragonda is also confused, and questions the real Avalon. Faragonda finally believes the real Avalon, by giving her the signed letter. They all figure out that the fake Avalon was Darkar's spy. They also figure out that the fake Avalon was out to get Bloom, as she is the final piece to open the portal to the Relix.
Bloom is led to an empty room by fake Avalon. She comments how she feels weak and cold and is taken to Darkar's fortress. The Winx fail to come at the right time.
- Flora saves the Tree of Life.
- Flora confesses her feelings to Helia and earns her Charmix.
- The real Professor Avalon arrives at Alfea.
- The fake Professor Avalon captures Bloom under Darkar's orders.
- Winx Club
- Avalon (Real)
- Avalon (Fake)
- Solar Flare - Stella used it against Wizgiz in training.
- Sound Waves - Musa used it against Wizgiz in training.
- Mental Puzzle - Tecna used it against the creature.
- The Winx learn that the Professor Avalon they saw was an impostor.
- This episode marks the second time any member of the Winx Club has been kidnapped.
- Bloom made a reference to season 1 in this episode.
- Stella's Brunette question was a reference to another Stella from the anime movie "Interstella 5555".
- Scenes from this episode, episode 27, 28, 29, 31, 33, 34, 35, 36, 37, 45, 46, 50, 51 and 52 were used for the final Winx special scene "The Shadow of Phoneix".
- Bloom transforms into her Charmix form for the first time.
- Tecna transforms into her Charmix form for the first time.
- This is the first episode where the Winx wear their Season 2 - 3 civilian outfits.
- Bloom: "I'm feeling so much negative energy in here. What's this thing doing to my power?"
- Fake Professor Avalon: "It's taking all of your power and giving it to me Bloom. Isn't it marvelous?"
- Musa: "So that's it? What is that?"
- Griselda: "That is a monster designed to challenge your specific powers."
- Bloom: "I don't mean to underestimate our opponent, but it dosen't seem so tough."
- Griselda: "Believe me, this creature's plenty tough. It is part witch and part space goblin."
"Do you think I'd look good as a brunette?"
"Flora! Trust your heart!"
- Faragonda: "And why did Darkar capture you?"
- Professor Avalon: "I don't know, but please, you have to believe me."
- Faragonda: "You're saying there's been an impostor teaching at Alfea this whole time. I'm sorry, but why should I believe you?"
- Professor Avalon: "I have proof. It's the letter of recommendation offering me the teaching position at Alfea."
Miss Faragonda examines the letter.
- Faragonda: "That's my signature. (gasp) This letter's authentic."
- Tecna: "So this impostor was pretending to help Bloom, but I'll bet he was the one that made her steal Alfea's codex in the first place."
- Faragonda: "He did spend a lot of time with her. He must've been the one who placed her under that dark spell."
- Musa: "But how did he fake all that? Seriously, he's a great teacher."
- Real Professor Avalon: "He certainly is. Darkar's magic is so powerful that it's capable of great deception."
"Flora, Layla, I have terrible news. Bloom disappeared today girls, and we believe she's been taken to Shadowhaunt."
- Faragonda giving the bad news to Flora and Layla.
- Bloom: "So why did you want to see me Professor?"
- Fake Professor Avalon: "I understand that this semester has been very difficult for you."
- Bloom: "This whole year's been tough. It's kinda overwhelming, even more than Freshman year."