To complete a mission, the team splits up: One group goes to the World of Dreams to save Jim from the Alligator Man, the other hunts Matt in Paris.
Jim and Smee continue walking through the forests of Neverland, with Jim proudly strutting about while Smee is shaking like a leaf. Jim tells Smee that fear is just a state of mind and Smee agrees but cannot help but fear what may be coming their way. Jim turns back to Smee, fixes up his posture and continues strutting about. Smee continues to look around, still frightened, so Jim takes it upon himself to "test" Smee's bravery by running off and hiding to see how he fairs alone. Smee cautiously looks for Jim as Jim calls out to him, telling him to use his guts to find him, and continues encouraging Smee even after he fell on his face.
As Smee continues to frantically look for Jim, he sees a large shadow in the distance and calls out to it, mistaking it to be Jim. That is when Jim leaps down from a tree behind Smee to confirm that the shadow is not him until the two pirates are suddenly attacked by the Crocodile Man!
Meanwhile, in London, the Winx try to figure out the meaning behind the fresco mural from the theatre inside their Winxmobile. Bloom notices that the mural resembles the night sky and wonders whether it may be a map or code. As Tecna arranges some pretzels around on a table, Stella asks if she has any apps that could crack the fresco's code, to which Tecna explains that she would need to know more about the code itself in order to use her devices on it. She claims that she is trying to categorize the patterns and groupings on the fresco through her arranged pretzels until she is cut off by Stella snatching and eating one of the pretzels as she claims that technology and logic would not be very useful now. She then claims that it would be much better to just wish on the stars of the mural and, when told to do quietly, Stella loudly whispers her wish until Tecna tells her that she was only being sarcastic.
Suddenly, the Winx feel a strange feeling and find themselves warped back to Neverland in a bright blue light. Once they have all been summoned, the Spirit of the World of Dreams informs them that someone in Neverland is in danger and needs their help right away, however, the Winx still need to search for Matt.
The Winx are immediately warped back into the Winxmobile and Bloom, though reluctant, decides that they should split up and tasks Aisha, Flora and Tecna with answering the Spirit's distress call while she, Stella and Musa stay behind to continue their search. And so, Aisha's group promptly transforms into their Onyrix and enter the World of Dreams, where they find the Crocodile Man pursuing Jim and Smee.
As the two pirates continue to outrun their pursuer, Tecna reminds the girls that the Crocodile Man is immune to direct magical attacks. Aisha insists that they can just take him down using indirect magic and has Flora fly off in a different direction so that she can catch the monster off-guard, while she and Tecna fly after him. They eventually catch up to the Crocodile Man and direct his attention away from Jim and Smee as they begin their attack. Tecna tries to attack the Crocodile Man while he is occupied by Aisha but she is knocked to the ground by his powerful tail. Aisha tries to fly in to Tecna's rescue as the Crocodile Man looms over her but rather than attack, the Crocodile Man runs off in another direction. Confused, Tecna wonders if the monster somehow missed his attack on her, but things only get even more confusing when the Crocodile Man stops in his tracks, almost as if he wants the two fairies to follow him. Tecna and Aisha do just that until the Crocodile Man stops again to deflect flying boulders; boulders that are being launched at him by Flora's vines.
Eventually, Flora launches enough boulders at the Crocodile Man to completely bury him in them. Unfortunately, the pile of boulders do not hold the Crocodile Man under them for too long as he bursts himself out of the rubble and runs off with the three fairies on his tail.
Back on Earth, Bloom, Stella and Musa still struggle to crack the code hidden in the fresco mural. Bloom begins to doubt that the mural may be a code and lists down a few possibilities as Musa dances around the Winxmobile jamming to her music until Stella gets her attention. After being told of the urgency behind their current problem, Musa takes her headphones off, directs her attention onto the mural and guesses that it may be a map towards another famous place. Stella jumps from the couch, ecstatic at Musa's idea, and volunteers to compare the mural to some of the most famous star maps they have, only to get distracted by comparing the mural to a map of Hollywood. After Bloom scolds her for it, Musa tries out many other maps of the planet's major cities like London and Rome. Eventually, the three of them find a map that matched up with the mural and each of its stars: Paris, and the Notre Dame Cathedral lines up perfectly with the mural's brightest star. And so, the three fairies travel to Paris in the hopes that they will be able to find Matt at Notre Dame.
The Winx soon make it to Paris and Musa is quick to take in all of the sights and people of the city as she walks around with her headphones on.
Meanwhile, in the World of Dreams, Tecna, Flora and Aisha continue to follow the Crocodile Man into a murky swamp and watch cautiously as he enters a cave in the middle of it. Aisha believes that the Crocodile Man is trying to lure them into a trap of his, but Tecna is certain that he may have another reason as he ran away from her after knocking her to the ground, completely missing an opportunity to attack as if it was on purpose. Flora suspects that the Crocodile Man wants to show them something inside the cave and Aisha claims that there is only one way to find out what that thing could be.
Back in Paris, the Winxmobile has been surrounded by eager Winx Band fans and while Bloom and Musa are worried about this hampering their mission, Stella is loving all of the attention. She goes on about how they can film a rockumentary of their band and volunteers to show their fans to a rare backstage tour; all of which cause Musa to miss Flora's outlandish ideas. Stella then continues to question Musa, mimicking that of a reporter, until Bloom tells her to focus on their mission at hand: finding Matt. Once Stella has settled herself down, Musa proposes that one of them slip away as the others stay to keep their fans busy. Bloom agrees with the idea and tasks Musa with that role, as she has the best stealth skills out of the group. She then tasks Stella with keeping their fans busy for long enough to keep from having them see Musa slip away and Stella ecstatically takes on the role by stepping out of the Winxmobile to greet the crowd.
Later, once night falls, Musa begins hopping from rooftop to rooftop on her solo mission to locate the Notre Dame Cathedral. It does not take long for her to get to a point where the Cathedral is within her sights but, little does she know is that Tinkerbell, the Shaman and Tinkerbell's newest creation are watching her from the shadows.
The Shaman believes that Musa will be at her most vulnerable this time but Tinkerbell is not so sure as she is a strong and fast fighter. The Shaman tries to assure Tinkerbell by claiming that Banshee is stronger but Tinkerbell, still skeptical, simply looks back to her mirror to see the events unfold.
And so, Musa continues sprinting and hopping closer towards the Cathedral as Banshee quietly looms close behind. As she edges closer towards the Cathedral, Musa wonders if there is another clue nearby. Leaping from a nearby building, Musa uses her magical grappling gloves to scale the walls of the Cathedral until she makes it to the roof and spots a stone carving of a boy looking at stars with what looks like a telescope. Suddenly, a voice calls out from behind her, demanding to know who she is and when she turns around in surprise, Musa finds a young boy with curly brown hair staring back at her.
Musa quickly takes notice of the strange telescope-looking device in the boy's hands and asks if he is Matt, to which the boy asks how she was able to learn of his name. Musa approaches Matt as she claims that she just needs to talk but something startles Matt and causes him to run off. Musa tries to chase him but when she reaches the ledge he jumped off of, she finds that he is too fast for her, and so she tries to use her Sound Harmony to keep track of his movements. She is able to do so with relative ease, using his sound to see where he is headed, until Banshee slips behind Musa and releases her own sound waves to disrupt Musa's Sound Harmony, causing her to lose sight of Matt. To make matters worse, she fears that someone nearby was the cause behind the mysterious interference she received.
Her Winx Watch begins beeping, showing an incoming call from Bloom and, as she turns to answer, Banshee slips back behind Musa to attack. Musa turns back around and catches sight of Banshee who releases a strong gust of wind from her mouth. Musa quickly leaps the nearby rail to escape her Nemesis' attack and ducks behind a corner as she follows. Luckily, Banshee flies by her hiding place, which gives her the chance to call Bloom in for backup.
Bloom finally receives the call and Musa fills her in on her findings while, unfortunately, giving away her location to Banshee. Bloom tries to get more answers out of her but all Musa can say is that her mind hurts before the call cuts out.
Meanwhile, in the World of Dreams, Aisha tells Flora and Tecna that they need to go into the cave ready for anything that it may have in store for them. Before they enter the cave, they hear a noise approaching them, and Flora takes the initiative by conjuring up a few vines. Aisha demands to know who is coming towards them and it turns out to be Jim and Smee coming to warn them about their current location: the Enchanted Swamp. He goes on to explain that the Queen cursed the swamp to use as a prison for the most terrifying creatures in all of Neverland, including the Alligator Man, the Crocodile Man's brother. Flora realizes that the Crocodile Man led them to the Swamp to free his brother and the three fairies waste no time heading into the caves as Jim lets them know that he and Smee will be guarding the opening of the caves in case the Queen sends in her shadows to attack.
As the three fairies fly deeper into the depths of the caves, the slimy mud covering the walls drips onto them from the ceiling. Flora notes that the mud is rather sticky and Tecna adds that its stickiness is messing with their wings, making it harder to fly. Aisha proposes that they walk instead but, when they land onto what seems to be solid ground, they sink into waist-deep mud and have to trudge through it as more of it drips from the ceiling. Eventually, the three fairies make it to a large room in the caves where the Crocodile Man stands in front of a cage made of stalagmites and stalactites entrapping his brother.
As they continue trudging closer to the Crocodile Man, Flora senses something strange coming from the mud but does not try to lag too far behind her friends. Soon enough, Tecna calls out to the Crocodile Man, asking if he needs their help, and the Crocodile Man turns his head towards the imprisoned Alligator Man, who turns to look back at the three fairies. Believing their issue to be simple, Aisha claims that all they have to do is blow apart the spires of the Alligator Man's "cell," but Tecna stops her before she can attempt to do so, believing that something is wrong here. She goes on to ask where the jailer to the Swamp Jail could be until Flora claims that the jailer is here and quiets them down to listen to their surroundings more closely. The three of them listen in on their surroundings and come to hear stranger sounds that they did not notice before. Aisha asks what these could be and Flora identifies them to be akin to that of a heartbeat and breathing sounds, revealing that they are inside someone.
Suddenly, strange mucusy tendrils with bug-like heads emerge from the surrounding mud to attack. Aisha is almost attacked by a few but the Crocodile Man swats them all away in time with his tail, showing that he is no longer an enemy. Aisha then dodges another one of the tendrils but it simply zooms past her to grab hold of Tecna's waist. Aisha and Flora are quickly grabbed by tendrils themselves as the Crocodile Man tries to outrun three of them. Luckily, Aisha breaks free of her tendril and tries to fly away but the mud from their attackers hampers her attempts and causes her to be caught by another tendril. She is able to slip away again but now she is surrounded by five of them, so Tecna struggles to conjure up a technomagic shield to keep her friend safe. Unfortunately, the shield quickly breaks down and as Aisha is grabbed by yet another tendril, Flora tries to use her magic to do away with them, only to see that her vines cannot survive in the mucusy mud.
Tecna suggests that she try to communicate with the caves since it is a living creature and Flora tries to do so but cannot as the creature is a being created by magic, not by nature. Soon enough, the battle takes a turn for the worse when the tendrils grab hold of the Crocodile Man and drag him into the cave walls, completely absorbing him. Aisha tries to get away and almost does, only for her foot to get grabbed and pulled into the walls as well, with Tecna and Flora following suit. Now trapped within the walls, the three fairies struggle to break free as they are being slowly absorbed.
Back in Paris, Musa continues trying to outrun Banshee on one of the roofs of the Cathedral until Banshee uses her powers over air and disruptive sounds to rip the roof's tiling off to use them as projectiles. Musa is able to dodge this attack so Banshee stops to use a more focused wave to launch the tiles. Musa is barely able to dodge this wave and struggles to beat back Banshee's disruptive sound waves from her head as Banshee amplifies them enough to cause the nearby gargoyle statues to completely explode. Banshee continues to chase Musa down as Musa tries to find her weakness before it is too late. She then stops on another part of the Cathedral to face Banshee, only to be caught off-guard when her Nemesis removes her mask to blow her off of the roof with a powerful gust. Luckily, though, Musa is able to grab onto a ledge from a lower part of the Cathedral, but Banshee quickly catches up to her and readies yet another scream.
In another part of the city, Bloom and Stella rush to Notre Dame to answer Musa's distress call before it is too late.
As for the other half of the group in Neverland, the three fairies now have all but their heads and hands absorbed by the walls of the cave. Aisha simply closes her eyes, almost as if she is accepting her fate, as Tecna and Flora continue to struggle until all three of them have been completely consumed.
- Jim and Smee are attacked by the Crocodile Man.
- The Spirit of the World of Dreams informs the Winx that someone in Neverland is in great danger.
- Aisha, Flora and Tecna enter Neverland to rescue Jim and Smee while Bloom, Stella and Musa stay on Earth to crack the code in the fresco.
- Musa cracks the code within the fresco, revealing it to be a map of Paris, with the brightest star being their next destination: Notre Dame Cathedral.
- Musa searches for Matt on a solo mission while Stella and Bloom keep their fans busy but, as she looks for Notre Dame, she is stalked by Banshee.
- Musa finds Matt Barrie at the Cathedral but he flees and Musa is attacked by Banshee.
- The Crocodile Man leads Flora, Aisha and Tecna into a cave in the Enchanted Swamp to rescue his brother, the Alligator Man.
- The three fairies and the Crocodile Man are absorbed into the slime walls of the Alligator Man's prison cave.
- Bloom and Stella rush to Musa's aid as she continues to try evading Banshee's attacks.
- Jim's ponytail detaches from his head when the Crocodile Man attacks him and Smee.
- Part of Bloom's segment during the Onyrix transformation was featured even though she was not part of the group going to Neverland.
- During at the end of the Onyrix transformation, Tecna and Aisha's wings are missing.
- As Stella fawns over the possible ideas to spread their band's fame, her eyes turn brown for a split second.
- As Tecna interrupts Aisha's attack, part of Aisha's iris can be seen from under her lower eyelid.