~Classroom, Alfea~

All the teachers, except Faragonda, sit at a table placed in the middle of the floor. All the fairy students including the Winx are in the stands.

"Your final exam is the laser beam obstacle course." Faragonda explained. "As usual we'll go in alphabetical order. Bella, you're first."

Bella is standing in the centre of the room. Faragonda uses her magic and lights start up. Bella flips out of the way, dodging the lights. Bella flies and grabs a rose in a floating bubble out of the air. Bella waves through the lights and makes it to the pedestal. Faragonda uses her magic and a large blob appears above her. Bella uses her magic against the blob and makes it explode. Stella, Tecna, Musa, and Flora cheer.*

"Well done, Bella, you get an A. Bloom, it's your turn." Faragonda said.
"Bella and I are always first. I mean I don't mind but maybe next year we could try reverse alphabetical order." Bloom asked. "Possibly, but for now your goal is to get the floating rose to the pedestal. If you get hit by three obstacles you're out. Go." Faragonda points and the test begins. "Watch out Bloom!" Flora says as the light beams start up again. Bloom flies out of the way of coming beams. "Whoa, that was close." Musa said.

Bloom get's hit by a beam and falls. "That's one." Faragonda said as Flora and Musa gasps. "Whoa. Huh." Bloom says as she gets hit by another beam while still on the ground. "That's two." Faragonda said while Bloom flies to the rose and lands. "Good one Bloom." Musa cheered.
"Don't forget other obstacles will be added along the way." Faragonda warned. Tecna and Stella gasped as Bloom dodges the beams and flies towards pedestal when Faragonda uses more magic to increase the difficulty of the test.

"Oh no." Flora said as the crowd starts to chatter and murmur as a large ball of magic hovers above Bloom. She looks up and gasps.

~Ice Cream Parlor, Magix~

Bloom and Sky are sitting outside an ice cream parlor. Bloom is playing with her ice-cream.

"I was that close, but I just couldn't summon my power." Bloom said.

"Hey, don't get so bummed out about it. It's okay, it's just a test." Brandon (Sky) said.

"I know. It's just, my power's so frustrating." Bloom said.

"But Bloom, your power's awesome. Come on." Brandon (Sky) said.

"Thing is, I can't control it! Sometimes it's like I can't connect to it at all." Bloom said.

"Maybe, that's just 'cause it's new." Brandon (Sky) said.

"I was thinking if I could figure out where my power came from then I might be able to finally understand how it works." Bloom said.

"Good point. Hey, you know, I could help you look." Brandon (Sky) offered.

"But the only place I know to look is at Cloud Tower and that's way too dangerous." Bloom said.

~Lecture Hall, Cloud Tower~

"My personal favorite is a revenge spell passed down from my Grandmother. It includes three different types of roadkill. Now you're to describe your favorite spells. You are first Mirta." Griffin said as Mirta walked to stand in front of Griffin.

"Uh, okay. It works best outdoors and it's most effective during a solar eclipse. Hold a gemstone above your head and say "friends forever" four times. The spell works quickly to bring you your very own best friend." Mirta explained.

"Excuse me! Did you say the spell makes a friend? Mirta, you fail, sit down." Griffin said.

"What a dork. She's so pathetic." Student 1 insulted.

"Little loser wants a best friend." Student 2 taunted.

The crowd starts laughing and jeering as Mirta sits back in her seat.

~The Specialist's Dorm, Red Fountain~

"Cloud Tower's surrounded by a magical, protective fence, Brandon!" Timmy exclaimed.

"Okay, is there any way to get through it." Brandon (Sky) said as they look at a map of Cloud Tower.

"I think I could map out a path so you could get in." Timmy said.

"Awesome! So, I could go in tonight, right?" Brandon (Sky) asked him.

"Are you really sure you want to do this, Brandon?" Tyler asked him.

"You might not want to go tonight. It's a full moon; witches are particularly strong during a full moon. Their powers can sometimes double in strength." Sky (Brandon) explained.

"I know but Bloom was seriously upset today. She needs this." Brandon (Sky) said.

"All right. Just be extra careful, it's risky." Sky (Brandon) said.

"And good luck to you both." Levi said.

"Hey, how fast exactly can you leva-bike go?" Timmy asked him as Riven is hiding around a corner, eavesdropping.

"Well, well." Riven said as he leaves the dorm.

"I know someone who'll be pleased to know this. Darcy!" Riven said.

"Riven! What do you want?" Darcy asked.
"I've got something for you." Riven responded.
"Good. Very good." Darcy raised.

~The Winx's Dorm, Alfea~

The Winx Club are all asleep, except Bloom. There is a knock on the doors to the balcony in Bloom and Flora's room.

"Huh?" Bloom questioned as she goes out onto the balcony. There is no one there. "Uh, hello?" Brandon's (Sky) head pops up over the side of the railing and Bloom gasps.

"Hey." Brandon (Sky) said as Bloom laughs. "I hope you didn't have any big plans for tonight."

"Oh, I don't know. Would you say that counting sheep's a big plan?" Bloom asked.

"Are you kidding? Hop on. Let's go." Brandon (Sky) said.

"Where?" Bloom asked him.

"Cloud Tower. You wanted to get into the book chamber, so I figured out how to sneak inside. While the witches sleep, we can get a look at your book." Brandon (Sky) explained.

~Lucy and Mirta's Dorm, Cloud Tower~

"I don't see what the big deal is." Mirta said.

"Hello? You stood there in front of the whole school and talked about some sappy friendship spell. Look, Mirta, we can't hang out anymore." Lucy said.

"So, you'll hang with your new friends, Icy, Darcy, and Stormy? Let me tell you something: those witches are not your friends! They don't like you. All they want you for is to do their homework, they're just using you." Mirta said.

"Say what you want. But the fact is I can't be seen with a loser like you." Lucy said as Mirta was shocked and hurt.

"What they say is true: you don't belong here." Lucy said as Mirta starts to cry. "Listen, in the future, you pass me in the hall? Don't bother to say hello." Lucy leaves the dorm.

~Outside Cloud Tower~

Mirta stands out on a tower. "I'll show you, Lucy, I'll show you I was right!" Mirta said, determined as a ball of purple magic appears in her hand.

"I'll use an eavesdropping spell from the Homsian realm and show you what Icy, Darcy, and Stormy really think about you. Search high and low, both cranny and nook, when you find that witch, let me listen and look!" Mirta casts as pink and blue magic appears in front of Mirta. A vision of Icy, Darcy, and Stormy appears in front of Mirta.

"(vision) So, this time we're getting Bloom's power." Icy said.

"Huh?" Mirta questioned as she continued to listen.

"(vision) When she reads the book, she'll panic, and be filled with doubt, her defenses will drop, and then we'll rip the power right out of her." Icy devised as she laughs menacingly.

"Uh, I have to stop them!" Mirta yelled.

~Road to Cloud Tower~

Bloom and Brandon (Sky) ride on the leva-bike to Cloud Tower.

"It's right up ahead, Bloom. Hang on!" Brandon (Sky) said as they fly around Cloud Tower. "We have to find the point of vulnerability, the fulcrum of the forcefield. It's the only way to get through it. Now, it should be right below the place that has the highest voltage." The electricity of the force field crackles threateningly.

"Watch out!" Bloom shouted as the bike is electrocuted. Bloom and Brandon (Sky) drop their helmets. They both cry out.

"That was close!" Brandon (Sky) exclaimed.

"If it's a fulcrum, maybe it's in the center and low down." Bloom said.

"All right, low and center. Here we go! Hold tight!" Brandon (Sky) exclaimed as the bike drops through the air and gets closer to the school.

"It's working!" Bloom yelled.

"Oh no! I'm losing power!" Brandon (Sky) shouted as the bike crashes into a tower and Bloom and Brandon (Sky) are thrown. Bloom lands right near a ledge and scrambles back. Brandon (Sky) walks over. "Bloom, are you okay? Huh, we made it."

"(sounding shaken) Yeah, good job there. Nice moves." Bloom said.

~Inside Cloud Tower~

"What is that?" Bloom questioned him when Brandon (Sky) is holding a beeping gadget.

"Timmy's latest invention. It's a witch tracker; it maps the movement of any witch within a hundred yards." Brandon (Sky) explained as he checks the display of the gadget. "Everyone's sleeping. As long as we're quiet, we'll be fine." Bloom and Brandon (Sky) walk along a corridor. They arrive at the book chamber.

"This is it, the book chamber." Bloom said as they enter the book chamber. "When I was here, my book was out, like it was waiting for me." Brandon (Sky) approaches a lectern and flips through a book.

"Hey, looks like it still is. You're only a Freshman and look how big your book is. You must have a seriously awesome life story." Brandon (Sky) said.

"I guess. I wish the only copy didn't have to be at Cloud Tower." Bloom said.

"Try asking it something." Brandon (Sky) suggested.

"Bloom! Wait!" Bella whisper-yelled as she ran up to her and Brandon (Sky).

"Bella! What are you doing here?" Bloom asked.

"Never mind that. Don't you find it suspicions that it's just ready for you?" She questioned seriously.

"Bella please let me look, okay?" Bloom smiled kindly.

Bella thought hesitantly for a moment, but gave in, "Fine, but I look with you." she stated.

They both kept our hands on the book, "Where do my powers come from?" Bloom asked the book with a serious expression.

Bella gasped as she saw the three ancestral witches. "You come from a long line of blood-thirsty witches and the source of your powers is the coven of darkness. . . darkness. . . " As an old, raspy voice spoke, there was this malicious laughter echoing in the background, "You were created to spread misery throughout the universe; this is the purpose for which you were born. . . . born. . ." The vision ended and Bella stepped away. There is clearly something wrong with this book!

"Oh, no!" Bloom gasped.

"You have got to be kidding me." Bella said.

"What's the matter?" Brandon (Sky) asked, walking towards her, "What did it tell you?"

"I. . I. . "

"Bloom, it's not true!" Bella interjected, stopping her from taking it to the head, "I know it's not true. It can't be possible! Your aura is way too positive to be a. . . " she trailed off, not wanting to say the word.

She turned her head and wailed, "I don't think you wanna hear it. It's too horrible." Tears flowed down her cheeks and I moved to hug her, however, Brandon (Sky) reached before me and held her wrist, looking at her kindly.

"Whatever it is, you can tell me." He reassured her.

"Okay, according to this book, I am not really a fairy. . . I'm a witch!" Bloom sobbed, her voice cracking.

"What? A witch?!" Brandon (Sky) gasped as his hands left her, moving a few steps back, "No way, it can't be. That's impossible."

"I know. . . I am confused. What does this mean?" Bloom questioned. Brandon (Sky) just hung his head and didn't answer. Hurt crossed Bloom's face and she called Brandon (Sky), who just ignored her. She turned herself and shed a few more tears, "Listen. . . If my powers are evil, I won't use them anymore." "But it's not evil, Bloom! This could be Icy, Darcy and Stormy playing a trick on you! Don't believe it, sis!" Bella said.

She turns away. Brandon (Sky) doesn't respond, but after a moment he starts to walk towards her and put his hand on her shoulder in comfort, but she stops him. "Just go, okay? I need to be alone." Bloom sobbed as she is still crying. "Please! I need to think about this."

"Are you really going to leave her like this??" Bella questioned Brandon (Sky). He simply side-glanced over his shoulder and apologized to her with his eyes before leaving. She glared at his retreating figure before reaching out to Bloom and pulling her into a comforting hug, letting her cry all she wants.

~The Winx's Dorm, Alfea~

Stella is standing in front of a mirror, humming happily, and fiddling with a flower in her hair when someone knocks on the door.

"Who is it?!" Stella asked.

"It's Flora." Flora answered as Stella groans and goes to the door.

"Haven't I told you? Eight to nine is always hair hour!" Stella exclaimed as Flora enters the room.

"It's an emergency." Flora said.

"Huh? What's the matter?" Stella questioned.

"Bloom and Bella never came back last night." Flora answered worried.

"Uh oh." Stella said as Musa and Tecna enter the room.

"We just talked to Brandon; they insisted on walking back- "Tecna said.

"From Cloud Tower!" Musa yelled.

"All by themselves?!" Stella yelled.

"They could be stuck in the dark forest! They could be lost! We have to find them before something awful happens." Musa said urgently.

~The Dark Forest~

Bloom and Bella wake up from sleeping under a pile of leaves. Bloom rubs her eyes and groans.

"Uh? It's morning? I guess I must have fallen asleep." Bloom said as she stands up and brushes off her clothes. "Come on, Kiko, Bella, we should get out of here." They start to walk.

"My tracking spell puts her right near this clearing." Mirta said when Bloom can be heard in the distance.

"Wait up, Kiko, you'll get lost." Bloom said and Mirta gasps.

"That could be her. Can't scare her off." Mirta said as she hides behind a tree.

"Hey! I can see you hiding back there! Who are you?!" Bloom yelled.

"I've been trying to find you. Hi." Mirta said as she waves. Bloom looks at her suspiciously. "I have to tell you something: Icy, Darcy, and Stormy are after you, Bloom. You are in a lot of danger." "I guess that means I was right and you were wrong! I was right and you were wrong! I was right and you were wrong!" Bella said.

~Another Part of The Black Forest~

Icy, Darcy, and Stormy walk through the forest. Stormy sets a random tree on fire.

"Stupid tree." Stormy growled as Pepe, the duck, who is following them quacks angrily at the tree.

"Look at that dumb duck trying to be bad. When we get the Dragon Fire, we'll get a real pet; something awesome like a flying fire python." Darcy said when the quacks at them.

"I don't believe it; he's talking back to us." Stormy said as she zaps the duck with electricity and almost hits Darcy as well. Darcy flies backwards.

"Hey! You almost hit my shoes. They are brand new!" Darcy yelled at her.

"Sorry. I was trying to hit the disrespectful duck." Stormy said.

"Excuse me, ladies, we're about to go steal the Dragon Fire, can you possibly try to focus?!" Icy yelled.

"Sorry." Darcy and Stormy apologized.

~Outside Alfea~

"How are we going to find Bloom and Bella?" Tecna questioned.

"Only one way: we're gonna need everyone's powers, so let's go girls!" Flora exclaimed as they transform. "Floral Navigator!" Magic flies from Flora's hands and Stella, Musa, and Tecna gasp.

"Cool!" Stella exclaimed smiling as a glowing arrow appears on the ground.

"All right, we need to go east. They are definitely in that direction." Flora said.

"I'll bounce some ultrasonic waves to probe the area." Musa said as she concentrates, and waves of noise can be heard emerging from her and moving through the forest. The others gasp. "I got a reading."

"Air-sync it over to me. I'll analyze it." Tecna said as Musa and she reach a hand out to each other and a golden glow surrounds them. They both concentrate hard and the glow disappears. Tecna analyses the reading. "I found her!" Tecna opens a map of the forest. "Bloom and Bella are exactly, here! I'll get the coordinates."

"Great work, everybody." Flora complimented.

"Ooh, la la, those things are very helpful. But we need the most important part. I'm of course referring to what I'll contribute. Wait 'till you see." Stella said.

"What is it? Don't keep us in suspense." Tecna said.

"But of course." Stella said as she flies into the air. "It's the Guiding Light!" She starts to emit a bright light. "I'll guide you to her exact location. Not to mention, I'll brighten up the dark forest. The right kind of lighting can do wonders, even for the most drab and dreary venues." Stella, Musa, Tecna, and Flora fly off.

~The Black Forest~

"The book was fake! So, you are not a witch." Mirta said.

"Woah, I'm... glad you told me. But why did you? Why are you so friendly? Aren't you supposed to hate me? You are a witch." Bloom asks when a shadow falls over us.

"As if. She's not a witch. She's an annoying little Wicca-wannabe." Icy said as she, Darcy, and Stormy are hovering nearby. "As well as a serious reject. No one likes her, she's desperate for friends. So desperate she'll hang out with a fairy! Mirta, you're pathetic." The Trix laugh.

"Don't talk to her like that!" Bloom and Bella shouted in unison.

"Oh, look, they're defending her. That is so cute." Icy mocked as magic begins to gather in Icy's hands. "And I despise cute!" Mirta's eyes flash purple.

"Illusion Delusion!" Mirta casts.

"Hey you! Why don't you try and fight us?!" Illusion Stella yelled. Mirta has made Stella, Musa, Tecna, and Flora appear as an illusion.

"I'll get rid of them!" Stormy yelled as she conjures up a twister and sends it to the illusion Winx who fly away.

"Don't fall for that. It's just a firstie trick, an illusion that Mirta created." Darcy said as she sends magic at the illusion and they flicker and disappear. "Frankly, I can't believe you let a Freshman trick you like that. So sad. Don't worry, I won't tell anyone."

"Oh, Mirta, you go girl! You made Stormy looked so stupid!" Bella laughed, smirking.

"Why you!" Stormy snarled.

"Hey, firstie, that might have been an illusion, but this is not." Icy said as she uses magic to encase Bella, Bloom, and Mirta in ice.

"In a matter of minutes Bloom will be so weak she'll just hand us her power. It'll be- "Icy said but she was hit from behind with magic. The Trix are thrown to the ground and the Winx Club has arrived.

"Ice coffin? Ooh how predictable. She needs to majorly update her attack collection. Sun Power!" Stella shouted as she uses her magic to melt the ice around Bella, Bloom, and Mirta.

"You annoying fairy! I can't stand you! You are so over!" Icy yelled in rage.

"You're over!" Mirta yelled.

"Oh, please. This isn't even a contest." Stormy said as she flies into the air to face off again Musa, Tecna, Stella, and Flora. Storm conjures two twisters which surround the Winx.

"Stay together!" Musa yelled as they fly into a group.

"Girls!" Bella shouted.

"Stop!" Bloom shouted and they transform.

Bloom flies to help her friends but is shot out of the sky by a ball of energy.

"Bloom!" Bella and Mirta shouted as Icy and Darcy laugh.

"They thought they were cool!" Icy taunted.

"They thought they were tough!" Stormy continued.

"They're nothing!" Darcy finished as Mirta starts to get mad.

"Illusion Delusion!" Mirta yelled as she uses magic to conjure and illusion of a big monster behind the Trix. The monster illusion roars at them and they cry out in fear. Stormy's control on the twisters and the Winx slips.

"I'm losing them!" Stormy yelled as the Winx get free and the illusion disappears.

"Woohoo! Way to go, Mirta! You got her again!" Bella cheered and laughed.

"Thanks, Bella!" Mirta exclaimed smiling.

"Eugh, it broke my concentration!" Stormy exclaimed.

"She tricked you again!" Darcy yelled.

"Agh! Would you pay attention Stormy! And to you, Mirta, everything about you is annoying me right now: your stupid tricks, your good attitude, and your little t-shirt. Pumpkin? You like pumpkins so much, maybe you'd like to be one!" Icy yelled as magic begins to form in Icy's hands.

"Leave her alone!" Bloom yelled as Icy transforms Mirta into a pumpkin and the Trix cackle.

"I told you to leave her alone!" Bloom growled angrily.

She had her arms crossed across each other in an X as her fiery red hair flowed behind her. A spark started to glow, and she opened her eyes, roaring. Bella shut my eyes close as bright light blinded her. She felt a powerful ripple in the air throw her back onto the ground. The power ebbed away, and she slowly opened her eyes.
"That was some major winx!" Stella gasped.
"Bloom, your power rocks!" Musa smiled.
"Yeah... totally awesome." Bella muttered.
"Wait, where is Bloom?" Musa asked
"Yeah, where is she?" Tecna asked.
"We lost her again!?" Stella flopped over.
"Hellooo? I'm over here!" Bloom's voice called out. We spotted an arm waving from within a bush so we stood up and walked over to it. Flora pushed back the bushes, and we saw Bloom lying on the ground with a smile.
"Bloom!" We smiled.
"Thanks for coming to save me, guys." Bloom smiled.
"You really sent those witches flying!" Tecna crouched down next to Bloom and helped her up.
"I think I sent them to another dimension!" Bloom boasted.
"Who's the pumpkin?" Flora asked, crouching down next to the pumpkin nearby.
"That's Mirta," Bella answered.
"Yeah, she's a witch, but she's cool!" Bloom added, turning her head around to look.
"It's going to be really hard to turn her back." Flora sighed. "That was a witch on witch spell."
"I guess we better take her back to our crib." Musa pointed out.
"Or find a place to plant her." Stella shrugged.
"Stella!" Flora and Bella scolded.

~The Winx's Dorm, Alfea~

As soon as they reached Alfea, it was already dark outside. Bella had said goodnight to the rest of the Winx Club before conversing with Mirta and Flora. After, Bella tucked myself into the warm covers of her bed.
"Night-night, Bella." Glacilis whispered. "Goodnight, Glacilis," Bella replied, before falling into a gentle slumber.

"Nighty-night, Bloom." Flora said as Bloom is already fast asleep. "It's good to have you back safe and sound, Sweetie." She walks over to Mirta. "Don't worry Mirta, we'll find a counter-spell for you soon. But in the meantime, we'll take good care of you. Welcome to Alfea."