After a fairy leader empowers them to save the World of Dreams, the Winx fight the Queen's demons and learn from Jim the truth about her shadow land.
The episode opens up with Jim and Smee wandering the forests of the World of Dreams. With Jim's back turned to him, Smee brandishes a hidden sword and tries to strike Jim down before he can even notice what is going on. Though, Jim pulls out his hidden hooked knife and is easily able to knock Smee's sword out of his hands. Jim then tells Smee that the element of surprise is an essential thing and Smee agrees, praising his captain on executing such a smart move. The two of them continue walking through the forests, unaware of the shadowy figures that are lurking behind them.
After hearing a strange noise, the pair turn around to see if they are being followed but do not find anyone, so Jim continues what he was saying by adding in that surprise is what they have over the Queen as she does not even know that they are plotting against her. Unfortunately for them, though, it seems like Tinkerbell is going to find this out soon enough.
Meanwhile, it seems that there is a concert taking place in Gardenia. As it turns out, Annabelle, Louise, Musa, Stella, and Aisha are performing together as a band for a very welcoming crowd while Bloom and Tecna survey the concert from the surrounding buildings trying to stop it from being ruined by a mysterious intruder. Tecna pulls out her smartphone and looks over various photos of broken instruments as she tells Bloom that all of the attacks have been carried out by the same person. Bloom believes that their true challenge will be catching the saboteur while keeping their magic hidden, but she is interrupted by Tecna, who seems to have spotted her. Though they are not properly in position yet, Tecna asks if they should move in now. Bloom tells her that they must hold off for now to see what the saboteur's target exactly is and leaps onto another rooftop to change positions.
Bloom eventually makes it to the park across the street from the concert and spots a woman in black approaching the stage. Flora notifies Bloom of this through her Winx Watch and, when tasked to slow the woman down, Flora uses one of the stage lights to blind and disorient her. Bloom praises Flora on a job well done but just as she is about to proclaim the next step of their plan, the lights go out!
The lights flash back on after the brief blackout and, naturally, everyone is either confused or displeased. Annabelle looks back at Louise disapprovingly until Louise claims to not be at fault for it this time. Tecna then informs Musa that the blackout was nothing more than a voltage drop and tasks herself with fixing it from the rooftop of a building behind the stage. Meanwhile, Bloom tells the girls to continue playing music and the five girls do as they are told, with Musa insisting that the audience barely noticed the blackout. Unfortunately, though, another short blackout happens as the woman in black makes it closer and closer to the backstage area.
Flora informs Bloom of this and Bloom tasks her with intercepting the woman again, so Flora descends from the top of the stage to do so. Just as she is about to use her magic, Flora hears the voices of two people growing closer and is forced to hide behind a tree until they pass by. Meanwhile, another blackout occurs and it is much longer than the two before it.
Stella claims to have an idea but Aisha and Musa insist that she hold off on it as Tecna is still trying to fix it. That is until Tecna tells them that she cannot fix the voltage drop and cannot figure out why.
Flora jumps out of her hiding spot to intercept the woman in black but she is nowhere to be found, all while Bloom continues to rush backstage from behind the crowd. However, it seems as though the woman in black has made it backstage where she finds that most of the electrical cords have been cut and pulls out her phone, claiming that nothing can save the Winx from a bad review.
In that moment, Stella subtly uses her magic to switch the lights back on and the girls continue their concert, much to the woman's surprise and displeasure. That is when Bloom leaps in front of the woman's camera and greets her. The woman, Venomya, accuses Bloom of using terrible budget cuts to create dangerous situations, and Bloom admits to this, claiming that it creates suspense for the audience, all while subtly using her magic to restore the electrical cables while Venomya is distracted. When Venomya looks back at the cables, she is surprised and infuriated by how they have mysteriously been fixed, and Tecna and Flora enter the frame, with Flora claiming that their little stunt worked great.As the five girls continue their performance, the cheers from the crowd grow louder and catch Venomya's attention. She then turns back to Bloom and insists that just because they started a pop rock band as talent scouts does not make them talented musicians, and Bloom rebuts this by claiming that all six of them hold passion and talent; adding that they have been touring the world for years now. Tecna jumps into the argument by claiming that the audience's cheering proves how talented they are but Venomya is adamant in her opinions and tells the three fairies that the crowd's cheers are nothing compared to a critic's review. She then promises that the Winx will be hearing from her again and leaves.
With Venomya gone, Bloom, Flora and Tecna finally get a moment to breath. Bloom comments on her relentlessness as Tecna reveals that Venomya has been to all of their concerts ever since they started touring and has not missed writing negative reviews of them either. That is when Musa, Aisha and Stella regroup with their friends, with Stella insisting that it was her special light touch that saved the day, when suddenly, the six of them are engulfed in a flash of light and forced into a new form!
The Winx soon find themselves in a dark blue space in a new fairy form! Bloom quickly realizes that their Dreamix has evolved into something new and she is interrupted by a strange, distorted voice that seems relieved that the Winx answered its call. Bloom asks the voice who it is and a familiar green fairy appears before her. Flora also recognizes the distorted voice and the Forest Spirit goes on to introduce herself as the Spirit of the World of Dreams. She adds that her world is in danger and that the Winx are the only ones capable of saving it. Aisha flies up to the Spirit to ask why they are the only ones who can do such a thing and she answers by revealing that the Winx's powers are drawn from dreams themselves. The girls seem to be surprised by her answer and the Spirit goes on to explain that without dreams, fantasy could no longer exist and, without fantasy, fairies would cease to exist. Stella is certain that she would still exist if that were to happen until the Spirit clarifies that her magic would not and believes that the Winx's new Onyrix powers are proof of this fact. Tecna then realizes something and asks the Spirit why she did not inform them of this the last time they were in the World of Dreams, to which the Spirit claims that it is because the Winx are ready now—ready to save the World of Dreams as well as the dreams of everyone in the world.
In another part of the World of Dreams, Jim and Smee are attacked by a shadow monster and every time Jim cuts it down, it duplicates into more monsters. Once there are four of them, they begin to surround the two pirates until they are washed away from a random tidal wave from the sky! The two pirates turn their heads to the source of the wave and find that the Winx have come to their rescue. Stella quickly notices Smee and demands to know what he is doing here since he was the Queen's servant once before. Flora cuts Stella off, insisting that they have no time to chat, and conjures up a few vines to bind down the shadow monsters. The shadow monsters easily break free of the vines and dart towards Jim and Smee, who Tecna plants a technomagic shield around as protection. The shadows try to break down the shield but when they cannot, they dart towards Tecna, only to be blown back by a blast of light from Stella.
The Winx continue to combat the shadow monsters until they all join together and form a giant, more monstrous shadow. Jim asks for Bloom to let him out, insisting that he can help, but Bloom simply tells him to stay put as she and Tecna rush off to combat the giant shadow. Bloom and Aisha pelt the giant mega shadow with various blasts of fire and bubbles and have it chase them through the forest until Flora flies in to trap it in gigantic wad of vines. The three of them celebrate their victory but it is short-lived as the mega shadow breaks free of its viney prison.
In another part of the forest, Tecna is protecting herself from two shadow monsters who are constantly pounding down on her shield. Bloom swoops in and disposes of the shadow monsters with fire blasts and Musa destroys two more with a powerful blast of sound, leaving the mega shadow to be dealt with.
The Winx are forced to dodge the mega shadow's destructive attacks until Stella plants herself firmly in the middle of its path. As the rest of the Winx fly away, Stella prepares a ball of light in her hands and the mega shadow engulfs her. The Winx fear for Stella's life until the mega shadow begins to glow in a gold light and explode, leaving Stella as the victor.
The girls all praise Stella for making quick work of the monster as Jim and Smee applaud them for putting up such an impressive fight. Once they land, Smee formally introduces himself and claims to be with "The Captain," pointing to Jim. Jim clarifies that Smee left the Queen's side to join theirs and Smee agrees, calling Jim "Captain" again. Naturally, the Winx are confused by this and Bloom asks Jim why Smee keeps calling him that. Smee apologizes and clarifies that he is with Captain Hook, only to get himself an irritated glare from Jim, who properly tells the girls that James Hook is his full name. He then goes on to claim that he and Smee are grateful for coming to their rescue, but he is cut off by Smee once again, who goes on to reveal to the Winx that Jim was once a fearsome captain who battled it out with Peter Pan in the past. Jim finally yells out Smee to knock it off and Smee apologizes. Only growing more and more confused, Bloom asks Jim what this is all about, so Jim agrees to let the Winx on his and Smee's big secret since they have earned their trust, and the pair lead the Winx to the strange tree that the Queen once used to imprison the talents.
The Winx either stand around or sit at the base of the tree as Jim reveals that the denizens of the World of Dreams have another name for it: Neverland, and continues on to explain that Peter Pan became a hero to all of the people of Neverland, except to the Pirates, who knew who Peter truly was: a young man who was only interested in himself. However, Tinkerbell believed that Peter could do no wrong as she had fallen in love with him and believed that they would be together forever. That was until one day when Peter suddenly left Neverland never to return.
Bloom asks the pair of pirates of what became of Tinkerbell and Jim reveals that she became bitter at Peter Pan's leave to the point where all of her pure and good magic was corrupted and turned into dark magic. With this, Bloom begins to realize that Tinkerbell and the Queen of the World of Dreams are one in the same.
In another part of the World of Dreams, Tinkerbell watches the Winx, Jim and Smee through a mirror on her wall as the Shaman insists that losing one fight does not mean they have lost the war. Tinkerbell is frustrated with how many of her shadows the Winx have destroyed and the Shaman tries to make her feel better by insisting that they can just make more, but Tinkerbell has realized that her shadows will always be too weak to pose as a threat. The Shaman tries to ease Tinkerbell's worries by notifying her about their new power, which is almost ready, and once it is cast, nothing will be able to beat her—the Winx will be defeated and Tinkerbell will stand over them as ruler of the World of Dreams once more. Tinkerbell finally cracks a smile, touched by Shaman's undying loyalty and devotion for her, and claims that the Shaman must know what it is like to have been betrayed. She then goes on to claim that Peter betrayed her and his betrayal was all the fault of one miserable little girl—that girl being Wendy Darling.
When asked who Wendy Darling is, Jim reveals that she was Peter Pan's last friend and the one who convinced him to leave Neverland. That is when Bloom get the idea to find Peter Pan in the hopes that his return will make Tinkerbell into a good fairy again, but Jim is not so sure. He tries to wish the Winx luck on their search anyway but Smee interrupts him by doing so himself. Bloom then promises the notify Jim of their progress as they warp out of Neverland and back to Earth.
The Winx find themselves back behind the stage of their latest concert where they are quickly ambushed by their fans who swarm them for autographs and pictures. The Winx gladly indulge their fans as Annabelle and Louise join the girls. Bloom asks how long they have been looking for them and is surprised when Louise responds by saying that their search only lasted for one or two minutes. Annabelle then thanks Bloom and the Winx for performing with them on the first leg of their world tour and hugs Bloom as Louise insists that they will never forget it. Stella claims that they will never forget it either as she basks in the adoration of her fans.
The next day, the Winx arrive in London and begin their search for Wendy Darling. As Aisha maintains their speed, Tecna shows the Winx her findings. Wendy Darling resides in London and runs an orphanage in the center of the city. Aisha takes a quick glance at the picture of Wendy near the steering wheel and asks the Winx what their cover story is going to be. Flora chuckles to herself as she realizes that they cannot just waltz up to Wendy and start asking her about Peter Pan, and Stella adds that they would be too recognizable if they did so thanks to their rapidly-spreading fame. Tecna proposes that they wait until dark to talk to Wendy but Bloom insists that they need to act fast and cannot afford to waste any time. That is when Stella tells the Winx to leave everything to her as she is apparently a "master of persuasion," only for her "mastery" to completely backfire once they make it to Wendy's orphanage as her butler informs the girls that she is not around and will be out in the city all day.
Stella tries to get the man on the intercom to let them in but he insists that they can just come back tomorrow and hangs up. Now annoyed, Stella mimics the man's last words in a frustrated manner, almost like a child, so Bloom proposes that they just split up to search the city.
Flora and Stella search the outside of the Concert Hall and inform the girls that their sector is all clear with no sign of Wendy Darling. Musa proposes that they widen their search area until Bloom notifies the girls of a possible sighting of Wendy heading due north and follows her closely behind. She lets the girls know that the woman she has spotted possesses the same hair color and height as Wendy Darling and stops once she sees what looks like a shadow monster slither towards the woman as she rounds a corner. Bloom tries to follow the woman before she ends up in danger, but she is stopped by a crowd of men celebrating as they get off the bus.
The woman continues down her path until she feels something or someone is stalking her. She looks around the alleyway to find anyone and, when she turns around, she finds herself face to face with two shadowy monsters! She tries to run away from them but trips as they draw nearer. With nothing left she can do, the woman shields herself for any oncoming attacks but, luckily, she is rescued by Bloom, who blasts away the shadow monsters with a pair of fireballs. The monsters explode in a bright flash of light and, once the light dissipates, the woman seems to have vanished, but not with the monsters. Bloom then decides to inform the girls of what has transpired and Tecna deduces that the woman Bloom rescued was none other than Wendy Darling, as the shadow monsters would not target any random person. Bloom also adds that she lost sight of the woman but knows that she will be heading to Kensington Park. Stella praises Bloom on her being able to figure out their target's next location, but Bloom advises for the Winx to proceed with caution as the presence of the shadow monsters only serves as proof that the Queen is watching them from afar.
Little does she know is that her suspicions prove to be right on the mark as Tinkerbell and the Shaman are watching their progress through Tinkerbell's mirror. Tinkerbell admits to Bloom being the hardest of the Winx to defeat and the Shaman agrees, listing off many of Bloom's notable traits like her intelligence, focus and bravery. Tinkerbell smirks to herself as she proclaims that everyone has a weakness and that she has found Bloom's.
Back in London, Wendy walks through Kensington Park with her children, all of whom are enjoying themselves. Wendy leaves her kids when she catches sight of a statue closeby and looks longingly at it as if it reminds her of an old friend. As she gets lost in her thoughts, a patch of shadows appears before her group of children and takes the shape of a group of bunnies that run farther into the park. The kids are immediately fascinated by the bunnies and chase them. Once Wendy begins to walk away from the statue, she realizes that her children have disappeared and calls out to them, all while they continue to chase the bunnies until they make it to a bridge.
Once all of the children are at the center of the bridge, Tinkerbell uses her dark magic to call upon a large number of her shadows to swarm them as they shake the bridge about. Wendy quickly catches sight of this and runs towards her children in an attempt to get them off the bridge. Unfortunately, the children are too frightened to go forward with Wendy's plan and the bridge gains larger and larger cracks the more the shadows swarm them.
The Winx run towards the bridge from the other end as Bloom advises for them to act fast and only use their magic subtly as they cannot risk blowing their cover. And so, Stella uses her light magic to take control of the street lamps surrounding the bridge to scare the shadows away. This only makes the situation worse, however, as the shadows break apart the bridge even more in their escape, so Flora and Aisha use their powers over plants and Morphix to repair the bridge to the best of their abilities.
Just as the situation seems to have been handled, a shadow appears behind Bloom and it wraps around her relentlessly before Stella can stop it. Bloom is able to break herself out of the shadow's grasp, but it seems to satisfied with itself as it now looks more like Bloom! The Bloom-shaped shadow looks back at her with a sinister smile and disappears farther into Kensington Park.
Bloom and Stella turn their attention back to Wendy and her kids who all seem to have calmed down as they are back to their cheerful and energetic selves. Bloom approaches Wendy, calling her by name, and introduces herself and the Winx as "girls who are trying to keep everyone's dreams alive" and need her help to do it.
Later, back at Wendy's house, Wendy tells the girls that it has been years since she had last seen Peter Pan and she hands them his last letter to her. She is fully aware that Peter no longer wanted to keep touch with her and is sure that he has his reasons for it but still seems hurt by the choice.
Meanwhile, back in Neverland, the Shaman summons up a strange pendant as the Bloom-shaped shadow returns through the mirror. The Shaman reveals that the shadow had stolen some of Bloom's essence and Tinkerbell uses the Shaman's magical stone pendant to absorb the shadow. Using an incantation, Tinkerbell uses the shadow to create Vertigo, a being born from Bloom's darkest side.
- Captain James Hook declares his coming revolt against Tinkerbell.
- The Winx try to draw out and apprehend a mysterious intruder who has been ruining concerts.
- The Winx successfully put a stop to the relentless critic Venomya's sabotage.
- The Winx are warped back into the World of Dreams where their Dreamix powers evolve into Onyrix.
- Bloom meets the Spirit of the World of Dreams for the first time.
- Tinkerbell's origins, Jim's past and Peter Pan are revealed.
- The Winx travel back to London in search of Wendy Darling, the woman responsible for coercing Peter Pan into leaving Neverland. At the same time, Tinkerbell tasks her shadows with destroying Wendy and exploiting Bloom's weakness.
- The Winx rescue Wendy and her children from the shadows but the shadows steal something from Bloom.
- Using the power of a new spell, Tinkerbell turns the shadow that stole Bloom's essence into Vertigo, her dark counterpart.
- This is the only instance when Aisha utilizes her Morphix this season.
- Despite being unable to speak without stealing another person's voice, Tinkerbell can speak in her own voice without any issues from this episode onwards.
- Starting from this episode onwards, a few scenes from the opening and ending has been replaced with scenes from Season 2.
- This marks the first appearance and hearing of the Onyrix transformation and song.
- At one point of the episode in the Italian dub, Bloom said they are five girls on a quest to find Peter Pan instead of six.