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Valtor unleashes the power of the four elements against the three schools and the city of Magix. The Winx go head to head with Valtor and the Trix to end the fury of the elements, but Valtor shows himself as the beast that he is.
The Winx tell Headmistress Faragonda that, with the Water Stars, they could defeat Valtor once and for all. Faragonda feels uneasy, mentioning that he may appear weak but he is still very strong, and doesn't allow them to fight Valtor.
Valtor, who is recovering and humiliated, is made fun of by the Trix, calling him a loser. Valtor loses his temper, and turns into a demon. He scares the Trix and presents them the most powerful spell, the Spell of the Elements. He sends water to Cloud Tower, wind to Red Fountain, fire to Alfea and earth to Downtown Magix.
Faragonda, Griffin and Saladin have a meeting, discussing the destruction of their schools. Griselda rushes in to tell Faragonda that Downtown Magix had been hit with earthquakes. The forest around Alfea rages on fire, upsetting Flora. Stella attempts to put it out herself, but fails. Faragonda allows the Winx to fight Valtor.
After finding Valtor, the Winx threaten him with the Water Stars. He captures and controls the Water Stars, which shock the Winx however they do not affect them, only Bloom. Bloom attempts to fight one last time. She uses her fairy dust to break Valtor's mark on the Agador Box. The spells inside are released to their own realm. Valtor was not willing to lose his most important spell, the Spell of the Elements, and takes back the spell, reversing the affects.
As the water returns to the lake bed, the Winx escape, along with the Trix, telling Valtor that their alliance is now over, leaving Valtor to drown. They all return safely however the Trix is captured and sent to Light Rock.
The Winx return to Alfea to a cheering croud of students, teachers and the specialists. As Bloom hugs Sky, Bloom has an uneasy feeling, revealing that Valtor has not been officially defeated.
- Valtor angrily transforms into his demon form.
- Valtor unleashes the Spell of the Elements.
- The Winx retrieve the Agador Box from Valtor.
- Bloom uses Fairy Dust to release the stolen spells.
- The Trix ditch and leave Valtor.
- Icy, Darcy and Stormy are arrested and are taken back to the Light Rock Haven Monastery (final appearance of the Trix in Season 3).
- The Winx are thought to have defeated Valtor, yet he is still alive.
- Valtor (demon form)
- Winx Club
- Convergence Shield - Used by Stella ,Aisha and Tecna to protect them from the Trix.
- Convergence Box - Used by the Winx, minus Bloom to surround Valtor.
- Convergence Shield - Used to protect Bloom.
- 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 Valtor
- Caren Manuel as Darcy
- Suzy Myers as Stormy
- Sebastian Arcelus as Timmy
- Rebecca Soler as Tecna
- 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
- Sarah Camacho as Roxy
- 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
- Romi Dames as Musa
- Keke Palmer as Aisha
- Larisa Oleynik as Icy/Faragonda
- Jennifer Cody as Darcy
- Kimberly Brooks as Stormy
- Josh Keaton as Valtor/Demon Valtor
- Charlie Schattler as Timmy
- Sam Riegel as Riven
- Matt Shively as Sky
- Adam Gregory as Brandon
- David Faustino as Helia
- This episode marks the final appearance of Lucy and Oppositus.
- This is also the last time The Trix are in their civilian outfits.
- This is the first time Bloom's Fairy Dust is used by herself.
- After the Trix were powerless, they were sent to the Prison of Andros.
- In the Cinélume and 4Kids versions, this is the final appearance of the Trix, who are imprisoned at Lightrock Monastery. In the Italian and Nickelodeon versions, they return in Season 5.
- Stormy's civilian skirt was changed to shorts.
- In a scene, Tecna's lower wings are seen even though she doesn't have any.
- When the fairies are attacking Valtor, Stella's and Flora's attack colors are mixed up.
- In the Nickelodeon version, Icy mentions Lord Darkar and calls him by his real name instead of his Nick dub name, "The Shadow Phoenix".
“Ok girls, it's time to go back to Light Rock.”
“It will send me back to the Omega Dimension, do you know what it's like their, do you know how horrible it is?”
“Oh Boo-Hoo cry me a river, those who try's to destroy the world shouldn't wine about immortal sentences.”