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The Winx and the Specialists return to study the Water Stars. Valtor challenges the school directors to a duel, and makes Cloud Tower vanish! Bloom comes face to face with Valtor and daunting information about her real parents.
The episode begins with the Winx discussing whether to experiment with the Water Stars first or go shopping. They agree on experimenting first, then going shopping later. At the lab, they noticed that the Water Stars aren't activating. Stella suggests to hit them with a burst of magic, yet it might bring out a negative reaction. Aisha thinks of trapping the Water Stars into a Morphix ball, then transfer the energy onto them. However, Bloom thinks they should try a more personal approach. Bloom comes into contact with them by touch and creates a light reaction. It came to a realization that Bloom's Dragon's Flame may be the key to unlocking the Water Stars' full power. Although Musa tells her that if the Water Stars can destroy Valtor, because of his power of the Dragon's Flame, then they could destroy her as well.
Later on, the Trix encounter Valtor who looks depressed because the fairies, specialists, and witches are teaming up together. He admits wanting to spell himself into oblivion, in which Darcy volunteers to, but caught his attention to continue in collecting spells, specifically from Alfea.
In Magix, while the Winx and Specialists, with Ophir tagging along, Valtor appears before the citizens of Magix. Valtor challenges the three headmasters of the schools to a duel. To prove his threat, he makes Cloud Tower disappear, telling the headmasters that he will do the same to Magix if the refuse his request. Headmistress Faragonda, along with the other teachers from Alfea and Cloud Tower, have a meeting discussing Valtor's request. Everyone believes Faragonda should decline, but she announces that she, Griffin and Saladin have already agreed to Valtor's challenge. The three of them decide to reunite as the Company of Light once more to end Valtor. Bloom asks Faragonda to not completely destroy Valtor if she and the teachers are successful. Bloom believes he is the only person that knows what happened to her birth parents.
At Lake Roccaluce, the headmasters meet up with Valtor, and begin their duel. Little do the three teachers know, Valtor put an illusion spell on them. This causes them to fight each other unknowingly. While the fight goes on as a diversion, Valtor sneaks into Alfea. Bloom, however, can sense his presence, and leads the Winx to find Valtor. The Winx find him but they become trapped in a wall of fire while he enters the Magic Archives. They transform and start attacking him, but before Bloom could deliver the final blow to him with the Water Stars, he tells them that he's absorbed Bloom's parents into his body. Not knowing if he's lying or not they let him escape.
Afterwards, the teachers are free from Valtor's illusion spell and realize they've been fighting each other. Faragonda commends the girls for stopping Valtor and gives them a day off. Back at the club in Magix, Ophir has a talk with Aisha. This time, he introduces himself as Nabu from Andros; the man that Aisha is arranged to marry. Back at Alfea, Aisha and Nabu confront both their parents and come to terms with their decision. Aisha's and Nabu's parents apologize and allow the two of them to take their time and not worry about marriage. Stella then welcomes Nabu into the group by saying he not only gets Aisha but all of the Winx Club as new friends.
- Valtor issues a challenge to the old Company of Light.
- Valtor causes Cloud Tower to vanish.
- The Water Stars are used for the first time.
- Valtor tells Bloom that he absorbed her parents inside of them, making her believe she will kill her parents if she kills Valtor.
- Aisha learns that Ophir's real name is Nabu and accepts Nabu as her future husband.
- Nabu's parents
- Winx Club
- Nabu's parents
- Cloud Tower Witches
- Alfea fairies
- Citizens of Magix
- Nabu's bodyguards
- Morphix Shield - Used by Aisha to protect the Winx.
- Luxuriant Ivy - Used by Flora against Valtor.
- Enchantix Amplifier - Used by Musa against Valor.
- Sun Energy Discharge - Used by Stella anainst Valtor.
- Dragon Fury - Used by Bloom against Valtor.
- Dragon Essence - Used by Bloom against Valtor,but failed.
- Letizia Ciampa as Bloom, Tune
- Perla Liberatori as Stella
- Ilaria Latini as Flora, Amore
- Gemma Donati as Musa, Digit
- Domitilla D'Amico as Tecna, Piff
- Laura Lenghi as Aisha, Lockette
- Alessandro Quarta as Sky
- Massimiliano Alto as Brandon
- Francesco Pezzulli as Helia
- Mirko Mazzanti as Riven
- Corrado Conforti as Timmy
- Sasha De Toni as Nabu
- Tatiana Dessi as Icy
- Federica De Bortoli as Darcy
- Valeria Vidal as Stormy
- Guido Di Naccio as Valtor
- Liza Jacqueline as Bloom
- Christina Rodriguez as Stella
- Kerry Williams as Flora
- Dan Green as Sky
- Frank Frankson as Brandon
- Michael Sinterniklaas as Riven
- Lisa Ortiz as Musa, Icy, Digit
- Vashty Mompoint as Layla
- Sean Schemmel as Baltor
- Caren Manuel as Darcy
- Suzy Myers as Stormy
- Sebastian Arcelus as Timmy
- Rebecca Soler as Tecna
- Rachael Lillis as Miss Faragonda
- Michael Alston Bailey as Saladin
- Helena Evangeliou as Bloom
- Jennifer Seguin as Stella
- Holly Gauthier-Frankel as Flora
- Anik Mattern as Musa
- Jodie Resther as Tecna
- Lucinda Davis as Aisha
- Danny Brochu as Sky
- Mark Hauser as Brandon
- Martin Watier as Helia
- Mitchell Rothpan as Riven
- Michael Tarmush as Timmy
- Todd Fenell as Nabu
- Molly C. Quinn as Bloom
- Amy Gross as Stella
- Alejandra Reynoso as Flora
- Morgan Decker as Tecna
- Keke Palmer as Aisha
- Romi Dames as Musa
- Matt Shively as Sky
- Adam Gregory as Brandon
- Sam Riegel as Riven
- Charlie Schlatter as Timmy
- David Faustino as Helia
- Will Blagrove as Nabu
- Josh Keaton as Valtor
- Larisa Oleynik as Icy/Faragonda
- Kimberly Brooks as Stormy
- Jennifer Cody as Darcy
- Stella briefly refers to the accident that got her expelled before the first season while the Winx were experimenting at the science lab.
- When Valtor disappeared, Tecna's wings had the bottom limb of the wings on it which is also shown when they first confront Valtor.
- When the Winx transform, the shot of Aisha assuming her finishing pose in her Enchantix transformation is stock footage from when she first earned it in "Layla's Choice" because you can see that her eyes are still blind and the original colors of her Enchantix outfit that were used before the introduction of Bloom's Enchantix in "From the Ashes" are shown.
- In one scene, Tecna's Enchantix colors are different.
- In the previous episode, the Winx is given three Water Stars (one from Musa, Tecna and Stella). In this episode, six were presented.
“Maybe we should hit them with a burst of magic to get it going.”
“I'm not sure Stella; it could bring out a negative reaction.”
“We don't want to blow up the science lab.”
“Been there, done that.”