That's not how you do it!
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The Sea of Fear is the fifth episode of the third season of Winx Club.


The Winx go to Andros to help Aisha reverse Valtor's spell on the planet's mermaids. They come face to face with the Trix, who have returned and joined forces with Valtor. Will Valtor finally have his chance to defeat the Winx?


As the situation on Andros grows worse, the Winx decide to go to Andros. Bloom wants to help Aisha so her planet won't end up like Domino. Stella decides to stay at Alfea and cover for them, as well as come up with a plan to save her father from Countess Cassandra.

They use Tecna’s dimensional passage creator to travel to Andros. Stella calls the nurse and tells them that they are sick. They crash into the main hall on the palace of Andros, where Aisha embraces with her parents. Aisha explains to her parents that they want to help save Andros, and though they try to convince her not to, the Winx decide to save Andros. They travel to the sea, now dirty and filthy, and one of the dark mermaids comes out. Aisha figures out that the mermaids have Valtor’s mark on them. They try to transform the dark mermaid back to its normal form, but it does not work.

Back at Alfea, Griselda comes to the room and Stella transforms the pixies into the Winx. As the Winx battle Valtor's magic, Valtor sends the Trix to defeat the Winx. The Trix successfully start defeating the Winx but as they are fighting Valtor takes a certain interest in Bloom and the Winx make a comeback in the fight. Aisha ties Darcy and Stormy up, but Icy keeps attacking and hits Bloom. As Bloom falls to the bottom of the ocean, a ruin climbs up out of the ocean with Bloom on it. Valtor appears and as Bloom wakes up, he tells her that he used to be powerful and now he is taking back what was his.

As Icy keeps attacking the Winx, the Winx use convergence to defeat Icy. The Winx fly to Valtor and Aisha stands up to Valtor. Valtor takes her sight in return for standing up to him. When she wakes up, she is blind.

Major Events



Spells used

  • Winx Convergence - Used by the winx (except for Bloom) against Icy.
  • "In the name of Valtor, may you be enwrapped by the eternal darkness!" - Used by Valtor against Aisha.







  • Many scenes in this episode were repeated but only with different dialogues.
  • In 4kids version, when Bloom gets saved by Valtor at the end of the episode, there's a scene where water around Bloom looks rather unedited. In original version, water flows more realistically around her and her head position is slightly different.


  • Bloom's shirt changes throughout the episode.
  • In one scene, Musa’s sleeves are missing.
  • In several clips while the Winx are flying, Musa's hair is switched to the shorter Season 1 and Season 2 style before "The Princess Ball".
  • When Stella explains to Nova that she tricked Griselda, Musa was wearing her Winx accessory.
  • In some scenes, Aisha's Winx necklace doesn't appear.
  • In one scene, Aisha’s wings are missing.
  • In one scene, Bloom’s wings are missing.
  • In one scene Icy's makeup is missing.


Hey! If she thinks she's so bad, then I'll play her my baddest tune.
- Tecna and Musa, fighting a mermaid.
Did she buy it?
Yeah, I think so. But Bloom shouldn't had talk, and Flora was acting too... way a little too rabbity.