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In order to rescue Bloom from the evil Lord Darkar, the Fairies, Pixies and Specialists storm his underground castle. Faced with the crafty Trix witches and an army of Shadow Monsters, the rescuers work together using magic and the Specialists' amazing vehicles. But as they fight, Lord Darkar's dark magic is turning Bloom toward evil!
The invasion of Shadow Haunt begins as Amentia's guard worm burrows a hole to Shadow Haunt for the Winx to travel through.
Darkar and Dark Bloom prepare to open the gate to Relix but the Trix inform him that the Winx managed to get into Shadowhaunt, and Darkar wanted the Trix to use all their Gloomix power to power up the shadow monsters. They do so and feel exhausted.
When they confront, Darkar he tells them that their services are no longer required. As the Winx struggle to get into Shadowhaunt, Darkar summons Kerborg and transforms him into another monster. The Winx manage to use convergence to beat the monsters and land in Darkar's Fortress.The Winx are about to go find Darkar, but say farewell to the Specialists. Flora and Helia share their first kiss, as Riven shows a lot of compassion towards Musa. Sky is worried, but Aisha tries to reassure him that everything will be okay.
Upon entering, they discover that Darkar and Dark Bloom had left for Relix. They run into Kerborg's new form, an extinct Opticeratops. Kerborg overpowers them but the Winx are saved by Faragonda, Griffin, and Codatorta. The Pixie Elders are with them.
- Icy, Darcy, and Stormy exhaust their Gloomix powers.
- Darkar sends the Trix to Oblivion.
- Darkar and Dark Bloom enter the Realm of Relix.
- During their farewell, Flora and Helia share their first kiss.
- Winx Club
- Dark Bloom
- Sound Barrier - Musa used it against the shadow monsters.
- Sound Waves - Musa used it against Kerborg.
- Scenes from this episode, episode 27, 28, 29, 31, 33, 34, 35, 36, 37, 45, 46, 49, 50 and 52 were used for the final Winx Club special "The Shadow Phoenix".
- This Is the last episode to feature Amentia.
- This episode marks the last appearance of Musa's short-hair Winx transformation.
- When the Winx fly out of the Red Fountain ship after they transform into their Winx form and before they transform into their Charmix forms, they are already in their Charmix forms.
- Stella's bracelets went missing in one scene.
- In some scenes Dark Bloom's lips were pink instead of purple.
"Bloom's my main witch now. As for you three, consider yourselves dumped." - Darkar
"It's composed of the same energy as the creature we fought back at Red Fountain." - Tecna
"Everything is ready. Professor Griffin and I are heading to Shadowhaunt." -Faragonda
"I'd like to go with you but my health prevents it. Take Codatorta." - Saladin