~Dining Hall, Cloud Tower~

"What the spell does is turn a fairy inside out so that the wings are on the inside. It's so funny!" Witch 1 laughed.

"You gotta teach me that one." Witch 2 said when the Trix entered the room. The students start to murmur.

"What are they doing here?" Witch 3 questioned.

"Those are the seniors that got expelled." Witch 4 answered.

"Oh, my darkness, don't look now, but guess you just showed up." Witch 5 said as the Trix, Pepe, and Knut walk in.

"Who?" Witch 6 asked.

"I can't believe it! It's like a Deja vu spell. Icy, Darcy, and Stormy." Witch 5 said.

"What's the meaning of this? I made it perfectly clear that you are not to set foot on this campus." Griffin said as she attacks them with red magic. The spell surrounds them and forms a bubble.

"Nice try, Teach." Icy smirked.

"But things are a little different now." Darcy said.

"Show her what's up, Icy." Stormy said as Icy puts a hand to the bubble, ice spreads from her hand and the bubble shatters, the shards flying at Griffin and sends her flying. The students gasp and the Trix laugh.

"How dare you?!" Griffin snarled.

"Professor Griffin!" Zarathustra cried out.

"Are you all right?" Ediltrude asked her.

"*to the Trix* This behavior is unacceptable." Zarathustra said.

"What are you gonna do? Give us detention?" Darcy mocked.

"Teach the teachers a lesson, Stormy." Icy instructed as Stormy eyes glow and she conjures a twister that sends the students and furniture flying. The students start screaming. Zarathustra and Ediltrude are also sucked into the twister and are thrown through a window. Griffin gasps. The twister dies down and the students start falling.

"Professor! Help!" Witch 7 cried out as Griffin leaps off her platform.

"I'm coming!" Griffin exclaimed as she shoots a spell at one witch and she disappears. "Soft-onious Land-us!" She shoots a spell at another witch and she disappears. "Cushion-us Fall-us! All-encompass-us!" All the students and furniture glow and disappear. They reappear on the ground.

"Thanks, Professor Griffin." Witch 8 thanked her.

"You saved us." Witch 9 said in relief as Griffin is still falling but disappears and reappears on the ground behind Icy.

"You girls are finished!" Griffin said as she conjures a large purple orb and throws it at the Trix, but Darcy stops it and shrinks it to the size of a marble.

"I don't believe it! That's impossible!" Witch 10 shouted in shock as Darcy squishes the orb and it disappears.

"No one can do that!" Griffin exclaimed in disbelief.

"Oh, that's nothing. Show her, Icy!" Stormy said as Icy conjures a funnel of ice and shoots it at Griffin, pushing her into a wall. Griffin yells and is stuck to the wall with ice.

"You don't have enough power to fight us, do you, Professor?" Stormy taunted.

"It looks like you're taking an early retirement, as a wall decoration." Icy mocked.

"*addressing the students.* Listen up, ladies! We're in charge now!" Darcy instructed.

"That's right!" Stormy agreed.

"And whoever doesn't like it will end up like old Professor Griffin here." Darcy said.

"Powerless and useless." Icy added as Knut and Pepe are scared.

~Outside Alfea~

Bella, Bloom and Stella arrive at Alfea.

"I can't believe I let them take the Dragon Fire." Bloom said sadly.

"It's not your fault, Bloom." Bella said.

"I'm sure it's not the end of the world. Well, it could be, I guess." Stella sighed as she, Bella and Bloom walked through the front gates.

"We've got to tell the others what happened." Bloom mumbled as they entered the building.

~The Winx's Dorm, Alfea~

The Winx's dorm is dark and no one is awake. Stella, Bella and Bloom are still outside.

"Here we are, the good old dorm room." Stella whispered as she, Bella and Bloom entered. "It's pretty early. Everybody's probably zonked out still." Flora comes out of her room.

"*sleepily* Yo, it's 6 a.m. Flo, keep it down." Musa said.

"I thought I heard something." Flora said as she turns on the lights, surprising Stella, Bella and Bloom. "Bloom! Bella! You're back."

"Hey, Flora!" Bloom and Bella greeted her in unison as Flora runs to them and grabs their hands.

"Oh, my goody goodness, Bloom and Bella. We were so worried about you. Are you two okay, sweeties?" Flora asked them.

"We're okay." Bloom said as Musa and Tecna came out of their room.

"Where are they?!" Musa questioned.

"Bloom! Bella!" Tecna exclaimed.

"Hey guys! You have no idea how good it is to see you." Bella said smiling.

"You two don't look half bad for someone who got jacked by a bunch of witches." Musa said.

"Indeed, Miss Bloom and Miss Bella!" Griselda said as Musa and Tecna wince. Griselda enters the room. "Why don't you two tell us the story?"

"What up, Miss G?" Stella asked nervously.

"I was hoping Bloom and Bella could tell me that. What up, Bloom and Bella?" Griselda said.

~Faragonda's Office, Alfea~

Faragonda, Griselda, Bella and Bloom are in Faragonda's office. Griselda hands Bloom and Bella a steaming mug.

"Here, drink it while it's hot. It'll make you two feel better." Griselda offered as Bloom and Bella took it and drank it.

"Now then, why don't you tell me everything that happened, Bloom and Bella." Faragonda said as they sat in the chairs.

"I was thinking of quitting Alfea." Bloom told her.

"What do you mean?" Faragonda asked her with hurt and sadness.

"I didn't feel like I belonged. Then I went back home and Bella followed me, and we found out who we really are, and where we come from. Now we kinda wish we hadn't. We're a member of the royal family of Domino, and that's cool, but we are the last ones left! And apparently I'm the keeper of a power called the Dragon Fire. And Daphne, Our sister, you know the Nymph whose been calling for us in our dreams and stuff? She gave it to me." Bloom sniffled as her voice cracked and tears falling from her face.

"Yes, I suspected as much, Bloom. And I suspect that Bella knew about it, too." Faragonda sighed as Bloom looked at Bella in shock, disbelief and hurt.

"Glacilis only told me about that when I was a little girl! Besides, I need to have proof that we're really princesses of the kingdom of Domino. Or I really wouldn't believe it. Also, Glacilis told me to let you find out on your own. You know, I would tell you about this in a heartbeat." Bella protested as Bloom nodded in understanding.

"I understand that, Bella. But Faragonda, you knew something about this? Then why didn't you say anything to me!" Bloom blurted out and demanded.

"I wanted to, Bloom, but I've always believed the truth comes to us when we are ready to hear it." Faragonda said.

"Maybe, but I wasn't ready to hear it, especially not from those three witches." Bloom said frowning.

"What three witches?! What are you talking about?" Faragonda questioned.

"Icy, Darcy, and Stormy followed me right after I followed Bloom to Gardenia. They're the ones who told us everything, they attacked us, I did everything I could to protect us, but it was no use, and then they took the Dragon Fire away from Bloom!" Bella informed them as she started to cry. "They said they were gonna use it to summon some magical army or something." Faragonda and Griselda gasp.

"Not the Army of Decay?!" Griselda mumbled in horror.

"That's it. What's that mean?" Bloom asked them.

"It means we are all in very grave danger." Faragonda said.

~Lecture Hall, Cloud Tower~

"Witches of Cloud Tower! Welcome to our little pep rally! As your newly self-appointed student body president I'm planning on making some major changes around here and I'm not talking about things like putting soda machines in the cafeteria, ladies. We're gonna take over the whole realm of Magix." Icy announced as Griffin, Ediltrude, and Zarathustra are trapped in magical bubbles.

"Oh no!" Griffin exclaimed.

"We won't let you do this, Icy!" Zarathustra yelled at her.

"You have no say, because you'll be spending a nice long sabbatical in the dungeons of Cloud Tower." Icy said.

"You won't get away with this!" Griffin yelled.

"Oh, yes we will, Miss Headmistress, because we've got the Dragon Fire!" Icy informed them.

"Oh no!" Griffin gasped.

"That's right! The most powerful force in all the known realms." Stormy snarled.

"And we're gonna use it to summon the Army of Decay!" Darcy added.

"No, not that! You can't do this, Icy, the Army of Decay is too powerful. Once unleashed it will completely destroy everything in its path!" Griffin yelled.

"Just watch me." Icy smirked.

~Library, Cloud Tower~

The Trix break into the library.

"Ladies, welcome to the newly renamed Darcy Library of Dark Magic." Darcy said.

"Good name." Icy commented as they approach a book. "Let the summoning begin."

~Faragonda's Office, Alfea~

Palladium, Wizgiz, Faragonda are in the office talking with Saladin over the phone.

"Have you heard anything, Professor Saladin?" Faragonda asked him.

"Nothing. I've tried contacting Miss Griffin at Cloud Tower and all I get is a message, a young voice saying "Love, don't live here anymore" and then laughter." Saladin answered.

"Sounds like Icy and her girls have already seized control of the school." Faragonda confirmed.

"I'm putting my students on high alert. I suggest you do the same." Saladin informed her as the call ends.

"Maybe I should get on the magi-com and cancel classes." Wizgiz suggested.

"No! I don't want to frighten the girls. Not if I don't have to. But tell the faculty to be prepared." Faragonda said.

~Winx's Dorm, Alfea~

"I hate this! I just- I wish I'd never discovered my Winx or come to Alfea. I mean, that way the witches never would have found me and stolen the power and we wouldn't be in this mess and no one would be in danger. I'm sorry you guys." Bloom apologized.

"If anyone should be apologizing, it's me. I should've protected you more and not let the witches get their hands on your power." Bella said frowning as she sat beside her and hugged her.

"Hey..." Flora said.

"It's not both of your fault!" Stella stated.

"You can't blame yourself, Bloom and Bella." Flora said.

"Seriously." Musa said.

"I just wish I knew what to do." Bloom said sadly when the phone rings and Stella picks it up.

~Red Fountain~

Sky is leaning against a wall, on his phone.

"Bloom's room, how may I help you?" Stella answered in a sweet sickly voice and I was snickering in the background.

"Hey Stella, is Bloom there?" Sky asked nervously.

"I'm sorry, Bloom is unavailable right now." Stella answered with a sour face.

"Would you give her a message for- "Sky tried to say but Stella interrupted him.

"Gotta go now, Brandon, or Prince Sky or whoever you are. You're really lucky that I answered and not Bella! Because she has a lot to say to you!" Stella said as the phone call ends and Sky leaves. Riven nearby had listened in.

"Trouble in loser paradise. Darcy will love this." Riven smirked.

~Forest, Magix~

Riven drives his leva-bike to Cloud Tower.

"Puppy Dog to Stiletto, requesting permission to enter Cloud Tower." Riven said.

"Permission granted. Come on in." Darcy said as Riven enters Cloud Tower. "Over here, Puppy Dog." Riven arrives in the Headmistress' Office where the Trix are waiting.

"You didn't call me back." Riven said.

"I've been busy." Darcy said.

"Too busy for me?" Riven asked.

"I hope I didn't hurt your little feelings." Darcy mocked as the Trix laugh, and the windows and doors slam shut.

"Hey! What's going on here?" Riven questioned.

"I was gonna ask you that, Riv. You here to take me on another date?" Darcy asked.

"Well, I was kind of hoping to, yeah. But I'm not sure I like what's happening here." Riven said sheepishly.

"Oh, Riven, you lost, little boy? Don't you realize no one cares what you like." Stormy said as the Trix start to surround Riven and their eyes glow.

"You should have stuck with dating pixies." Icy smirked.

"Haven't you heard, Riven? Witches make really bad girlfriends." Darcy informed.

"Come on! Stop messing around, alright? This isn't funny." Riven argued as he pulls out his phanto-sword.

"You're wrong, Riven. It's absolutely hilarious." Icy smiled evilly as a black hole appears beneath Riven and he jumps out of the way.

"In case you haven't figured it out, I'm breaking up with you." Darcy said.

"This is your fault." Riven said as he runs at Icy and swipes at her but Icy teleports away.

"He's not taking this very well." Darcy said as Stormy appears behind Riven and he takes a swipe at her, but she turns to smoke. "Seriously, what did you think was gonna happen? Did you think we were gonna have a relationship? Don't make me gag!" Darcy uses magic to make the room pitch black.

"So long, little witch boy." Icy said as they appear much larger and towering over Riven.

"Ah, stop this! Darcy, come on, can't we just talk about this?" Riven asked.

"Sorry, no can do." Darcy rejected.

"Fine! You asked for it!" Riven exclaimed as he throws throwing stars at the Trix, but they pass straight through them.

"Breaking up is so much fun." Darcy laughed as they cast a spell on Riven.

"It's time to summon the Army of Decay. Complete the circle. Just feel that tremendous power flowing through you." Icy instructed as they sit in a circle, holding hands and glowing with magic. "This is the moment we've been waiting for. Are you ready?"

"You know it." Darcy said.

"Bring it on." Stormy smirked.

"Begin the incantation. When the screams of a thousand years are finally heard." Icy chanted.

"And the terror of the night erases day. When the moons up above are consumed by shadow, then the flames down below will cause doom to rain. And the creatures of the night will rise once again!" The Trix chanted as creatures start to rise out of the ground.

"How big an army are we gonna get, Icy?" Stormy asked her.

"Hard to say, but every molecule of decay from the last millennium will rise up and become one of our soldiers." Icy said as Knut is watching the army build.

"I don't like the looks of this one bit. Let's get out of here, Ducky." Knut said scared as he left.

"Look girls, we were popular before, but we never had this many followers. Yeah, this is gonna be so awesome." Icy said, smiling evilly.

~Winx's Dorm, Alfea~

Dark clouds fill the sky outside.

"What's going on out there?" Flora questioned as they move to the window.

"I have no idea." Bella said.

"That's strange." Tecna said.

"What is?" Stella asked her.

"Those are siridul clouds." Tecna answered.

"And that means..." Stella said, confused.

"I'm not sure. All I know that the current air pressure wouldn't allow siridul clouds to form." Tecna explained.

"I have a bad feeling about this." Bella said as it starts to storm outside. Fairies on the quad start screaming and rushing inside. Creatures from the Army of Decay rise up from the ground.

"What are those down there?" Bloom questioned.

"I don't know, but I think we're gonna find out." Stella said.

"They're climbing up the walls." Bella said as the creatures start climbing the castle walls.

"They're like little bugs or something." Musa said.

"They look gross up close." Bella said disgusted as the creatures start climbing the windows.

"They're trying to break in!" Tecna exclaimed.

"Stella, get back!" Bloom yelled at her in warning.

"Look out!" Bella shouted as a spell shatters the glass and the creatures enter the dorm.

"Anyone, extermination spell, please!" Stella exclaimed when Palladium enters the room.

"Quickly girls, get out of there! We're evacuating the East Wing!" Palladium as they run from the room and down onto the quad, where the creatures are everywhere.

"They're everywhere!" Bella shouted.

"We can't just let a bunch of bugs overrun our school!" Tecna exclaimed, frowning as Musa squished a bug under her foot.

"Yeah! Let's show these creepy crawlers some Winx!" Musa said.

"But I don't have my powers." Bloom said sadly.

"Don't worry, Bloom, we've got this one covered." Stella winked in reassurance.

"I'll be with you to protect you." Bella said smiling.

"You're the best, Stella, Bella." Bloom said.

"Let's go, girls!" Bella yelled as she, Stella, Tecna, Musa, and Flora transformed into their fairy forms.

Bella twirled towards the background as the phoenix made of fire and the dragon made of water followed after her and glowed bright. Glacilis appeared flying through the air as she breathed fire on Bella's arms and chest, forming her top and sleeves. Then water appeared from the ground as Bella landed on it and it formed her shoes with a blue flower on both of them and a blue skirt. Then, water and fire came together forming her flower headband and the same flower appeared on her chest. Finally spins around as the fire and water swirled around her with Glacilis flying around and the fire came onto her back, forming her wings as she sprouted and flustered them to life, ending her transformation. "Go, Charmix!" She spin around twice as a fire pendant appeared on my chest and a yin-yang bang appeared on her left hip.

"Okay, bugs, say hello to the power of Solaria. Sun Sweeper!" Stella shouted as she uses her scepter to attack the bugs.

"Boogie blaster!" Musa exclaimed and more bugs disappear.

"Venus Gobbler!" Flora yelled and a plant appears and swallows a large monster. Bloom and Kiko are surrounded by bugs.

"Hang on, Bloom, Kiko! Water Beam!" Bella shouted as I blast a beam of water at the bugs destroying them.

"Get your claws off my rabbit!" Bloom yelled and kicked the bug off Kiko.

"You okay, Bloom?" Bella asked her as she flew to her.

"Yeah, thanks Bella. And don't worry, Kiko. A bunch of little bugs aren't gonna do anything to- "Bloom started to say but Bella interrupted her.

"You might want to save that for later, Bloom because we got a big one here! Well, make that three!" Bella shouted as she and Bloom screamed as three large monsters loomed over them. Bloom starts to run, and Bella flies after her as the three monsters chase after them. Another large monster comes up behind Musa.

"Musa, unwanted dance partner at six o'clock." Stella warned her as Musa turns and screams.

"Digital Dispatcher!" Tecna shouted as she throws a chip, it lands on the monster, and blows it up.

~Red Fountain~

Winged monsters fly towards Red Fountain.

"Creatures approaching Red Fountain from sky and land." Specialist 1 reported as monsters walk towards Red Fountain. "They're at the East Gate. There are hundreds of them!"

"They're at the West Gate too! And the South!" Specialist 2 yelled.

"Don't worry, the barricades will keep them out!" Specialist 3 reassured.

"I don't think so! They're coming up through the stone!" Specialist 4 shouted as the creatures dissolve and reform on the other side of the gates. The students of Red Fountain start fighting. Sky takes down a large monster.

"Good one, Prince Sky!" Brandon commented.

"Thanks!" Sky replied.

"Come on, you slime." Timmy said as he shoots another monster with his gun. "Scream at this." Sky throws a boomerang taking out several monsters. Levi charges at the creatures and destroyed some more with his guitar sword.

"Nice, Levi!" Specialist 1 commented.

"Thanks!" Levi exclaimed.

"Good throw!" Specialist 5 commented.

"Here I come, boys!" Codatorta yelled and he starts fighting.

"There battering the South Gate!" Specialist 6 yelled.

"Oh no, only the freshman are there!" Specialist 7 shouted.

"There's too many of them! We can't keep this up." Specialist 8 yelled.

~Quad, Alfea~

The battle continues. Bella and Bloom are still running from the three monsters and get trapped by a dead end.

"Dead end!" Bloom yelled.

"Oh no!" Bella shouted as she and Bloom screams.

"Oh no you don't!" Palladium exclaimed as a magic ring flies towards one of the monster and takes it out.

"Thanks Professor palladium." Bloom sighed in relief.

"Yeah, that was a close one!" Bella exclaimed in relief.

"Wouldn't want to lose two of my favourite students. Stay put, Bloom, we'll protect you." Palladium said.

"I got the other two! Fire Bolts!" Bella shouted as she fired a bolt of fire at the second monster. "Water Shark Attack!" She created a shark of water and attacked the last monster with it.

"I think we're winning!" Fairy 1 said.

"Transformation time! Clear out!" Wizgiz exclaimed as the fairies leave the area and he transforms into a large creature and starts squashing the monsters.

"You go, Prof!" Fairy 2 cheered.

~Faragonda's Office, Alfea~

Faragonda sits behind her desk, talking to Saladin on the phone.

"Miss Faragonda, the students are doing remarkably! We're beating these monsters back." Griselda said.

"What about Red Fountain, Professor Saladin? How are your boys faring?" Faragonda asked him.

"The boys are fighting hard but there seems to be no end to these creatures." Saladin answered when the phone starts to glitch. "It seems like every time we cut one down, two more rise- " But the call disconnects.

"Professor?" Faragonda asked in concern.

~Red Fountain~

"Look up there!" Specialist 9 exclaimed when a helicopter arrives above Red Fountain.

"What is it? Reinforcements?!" Specialist 10 questioned as the doors of the helicopter open revealing Diaspro and soldiers.

"Fire!" Diaspro ordered as the soldiers start firing their guns at the monsters. "There he is!" She drops a rope down to Sky.

"He's near the rope." Soldier 1 said.

"Prince Sky!" Diaspro called out as Sky notices her but keeps fighting. "Grab the rope, my Prince. We're getting you out of here!"

"What?!" Sky yelled.

"We're here to rescue you! You can't see it, but this army is endless! Red Fountain will fall!" Diaspro said.

"Then I will fall with it! My place is here!" Sky said.

"Don't be absurd, you're a Prince! You have a higher calling! Your kingdom needs you! What are you waiting for? Grab the rope!" Diaspro said but Sky slices away the rope.

"My friends need me more!" Sky said.

"Leave him!" Diaspro growled in anger as the soldiers close the helicopter doors and the helicopter flies away.

~Cloud Tower~

The Trix stand on a platform of the castle.

"Beautiful! No matter how much those fools fight, our army will continue to rise. First, we'll take the realm of Magix, and then the entire universe!" Icy cackled.