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Lord Darkar uses his evil spells to take control of Bloom. With her power, he can unlock the mystic Relix and rule all the Magic Dimensions. Flora, Stella, Musa, Layla and Tecna come to her rescue. All of the Winx face an impossible challenge against the great mastermind of evil, the Shadow Phoenix.
Continuing from the previous episode, the Winx meet up with Faragonda, Griffin and Codatorta. Faragonda urges the girls to continue their search of Bloom. The Specialists are fighting against Darkar's monsters. Helia states that these monsters were simply a distraction, wasting their time. Sky agrees and they all decide to go find the girls
As Dark Bloom and Darkar prepare to enter the Relix, the Winx are stopped by distractions. Wanting to use their Charmix, they cannot because their Charmix power would not last. Tecna stays back to fight as the rest go on. The Trix, after being rejected and replaced by Dark Bloom, they transform into the Megatrix. Flora and Musa fight the second round of monsters, leaving Aisha and Stella to continue their search.
The Codex Pixies help out Aisha and Stella to find Dark Bloom and Darkar. They reveal that they have a second copy of the Codex. They present a puzzle. Aisha underestimates Stella, thinking that this puzzle is too hard. However, Stella, who is good with colors, solves the puzzle and opens the passage. Aisha and Stella enters, along with Lockette.
Darkar and Dark Bloom begin the ritual, summoning the Ultimate Power, however Stella and Aisha interrupts the ritual. With their thought of defeating Darkar, he tricks them and attacks them with Shadow Tar. As Darkar is about to strike, the Specialists come in at time, along with the rest of the Winx. Darkar attacks, leaving Flora and Musa to fight back.
Meanwhile, Faragonda, Griffin and Codatorta destroy Kerborg once and for all after realizing that physical strength is more effective than magic. They then catch up with their students.
Flora and Musa creates a barrier, but as Dark Bloom says the ritual, Darkar grows powerful. As Flora gets knocked out, Musa cannot hold on. Riven sacrifices himself for Musa and gets knocked out himself. The Megatrix appear, confusing the Winx. Tecna then comes to the conclusion that they are not helping the Winx, rather that they hate Darkar more.
Darkar turns into the Shadow Pheonix, summoning enough power from Dark Bloom. Just as they are about to lose, Sky talks to Bloom and reveals that he believes that she is still in there. He grows weaks and faints. The love given to her, along with the memories, help break the spell on Dark Bloom and gives up the Ultimate Power, in addition to healing everyone else.
With the Ultimate Power gone, and the Charmix Convergence, Darkar is finally defeated, and the fortress begins to crumble. Everyone leaves just in time, however the Trix are left behind, defeated.
The Winx celebrate with another end-of-year party, and, this time, the witches are invited, hinting that witches and fairies are now starting to become friends. Tecna and Timmy play a video game while Brandon, Stella, Riven, and Musa dance, Flora and Helia socialize, and Sky and Bloom discuss what happened in Shadowhaunt. Bloom reveals that she loves Sky, as well and they have their first kiss. The episode ends with a picture being taken for the yearbook.
- Kerborg is defeated and destroyed.
- Icy, Darcy and Stormy combine their powers to form Mega Trix.
- Dark Bloom summons the Ultimate Power.
- Sky helps Bloom break Darkar's spell.
- Dark Bloom is turned back to Bloom.
- Darkar is defeated and destroyed
- Sky and Bloom have their first kiss.
- Winx Club
- Darkar/Shadow Phoenix
- Mega Trix
- Power of Seasons - Used by Flora against the shadow monster.
- Sound Barrier - Used by Musa against the shadow monsters.
- Floracoustic Barrier - User by Flora to protect the winx.
- Iridescent Blade - Used by Aisha along with Reflecting Mirror against Darkar.
- Reflecting Mirror - Used by Stella along with Iridescent Blade against Lord Darkar.
- Plasma Warp - Used by Aisha against Darkar.
- Solar Pearl - Used by Stella against Darkar.
- Letizia Ciampa as Bloom/Dark Bloom
- Perla Liberatori as Stella
- Ilaria Latini as Flora,Amore
- Marco Vivio as Sky
- Massimiliano Alto as Brandon
- Emiliano Coltori as Riven
- Corrado Conforti as Timmy
- Domitilla D'Amico as Tecna
- Gemma Donati as Musa
- Laura Lenghi as Aisha
- Fabrizio Temperini as Darkar
- Federica De Bortoli as Darcy
- Valeria Vidali as Stormy
- Roberto Draghetti as Knut
- Liza Jacqueline as Bloom/Dark Bloom
- Christina Rodriguez as Stella
- Kerry Williams as Flora, Amore
- Wayne Grayon as Jared
- Dan Green as Sky
- Frank Frankson as Brandon
- Michael Sinterniklaas as Riven
- Sebastian Arcelus as Timmy
- Dani Shaffel as Tecna
- Lisa Ortiz as Musa, Icy/Mega Trix, Digit
- Vashty Mompoint as Layla
- Jason Griffith as Darkar
- Caren Manuel as Darcy
- Suzy Myers as Stormy
- Marc Thompson as Knut
- Cindy Robinson as Bloom/Dark Bloom
- Becca Ordonez-Zagorin as Stella
- Stephanie Sheh as Flora
- John Penate as Sky
- Mark Hauser as Brandon
- Mitchell Rothpan as Riven
- Michael Tarmush as Timmy
- Sabrina Weisz as Tecna
- Sarah Sido as Musa
- Michole White as Aisha
- Eric Stuart as Darkar
- Karen Strassman as Darcy
- Anik Matern as Stormy
- Unknown as Knut
- This episode marks the final appearances of Dark Bloom and Darkar, and the only appearance of Mega Trix.
- This episode also marks the final appearances of the Gloomix and Charmix powers.
- In the Italian version of this episode Piff drank coffee, but in the 4Kids version it was hot cocoa.
- The scene in which Darkar was feeding off the ultimate power was cut in the 4kids version.
- Scenes from this episode, episode 27, 28, 29, 31, 33, 34, 35, 36, 37, 45, 46, 49, 50 and 51 were used for the final Winx special "The Shadow Phoenix".
- The events in this episode happen between either one day to one week before the events in Season 3 started, since this episode happens on the last day of the school year while the first episode of Season 3 begins with the first day of the vacations.
- In the 4Kids dub when Dark Bloom was attacked by the Winx and stopped chanting, he said for her to continue, yet in the Cinélume dub he said for her to start over.
- This marks the final appearance of the Winx's Charmix forms.
- In Italy, during a 10th anniversary event, this episode was voted number 1 on the viewers' choice for best episode.
- When Flora, Musa and Tecna summon their Charmix forms in the original Italian version, they call out, "Magic Winx", despite the fact that they are already in their Winx forms.
- When Stella goes to figure out the Codex puzzle, her wings are missing
“You didn't let me go and I'm not gonna let you go so you have to fight this Bloom. You have to break free. You have to come back, because... I love you.”
“Bloom! Can you hear me? It's Sky! Your Sky...”
“Bloom, listen to me!”
“You have to wake up! That day you saved my life, I wanted to tell you my feelings...”
“And then, I made a promise to myself, that one day, I'd save you, but I'm sorry, there's nothing I can do. Maybe... the only thing I wanted really was to spend more time with you, because I care about you more than anyone else in the world! Please, Bloom, please...”
“Here we are, Bloom. You and me, the ultimate power couple.”
“All you ever did was sit around and give us orders! Well, guess what? We're now the boss of you!”
“NOOOOOOO! What did you do to it?!”
“I gave it back. The ultimate power is staying in Relix, where it belongs.”
“I just knew you come back to us!”
“NOOO! THIS CAN'T BE HAPPENING! NOO! NOOOOO! NOOOOOOOOOOOOOOOOOO!”
“Hey, do you remember our field trip for ancient history class?”
“Uh, yeah, that's when we went to the museum of ancient realms, but how is that relevant to... huh?”
“Remember that civilization that spoke in colors?”
“Stella, what are you doing?”
“They used hue and pattern to communicate, something I am quite fluent in.”
“You solved it!”
“Are those colors off or what?”
“We need Tecna with her computer, or Musa, she's good at puzzles, or maybe even Flora can... huh? (sees Stella messing with cipher) Stella? What are you doing?”
“It's just that the colors were clashing, so I moved them around a little bit and... huh?”
“She solved it!”
“All right then let's go get them.”
“You two say the same thing all the time now.”
“Musa didn't mean to being rude to you Jared. I hope you understand they were meant to be together.”
“That idiot fairy gave the ultimate power back. I hate her more than EVER!”
“Everybody smile. This one's for the yearbook.”