~The Winx Return~

"I really think it's tacky to come back empty-handed from a trip. I know we didn't find the Dragon Fire, but we should've at least picked up some T-shirts." Stella commented.

"I really don't think anyone expects souvenirs from a DEAD planet Stella." Bloom said.

"Uh, Okay." Stella said.

"Hey, at least we arrived back at Alfea from the cold place." Bella said as the ship lands at Alfea and we and the Heroes get off.

"Welcome home girls. I'm glad you're all safe. It was a brave mission." Faragonda said.

"Thanks, Miss Faragonda." Bloom said.

"So, you were able to help the girls?" Saladin asked the Heroes.

"Well, they were fine without us." Sky said.

"Yes, they managed to take care of themselves." Levi said, smiling at us.

"Now, don't be modest you two." Bella teased them by nudging Levi on the shoulder and he laughed.

"Bella's right. The boys totally saved us back there." Bloom said smiling.

"Uh, yes. They should definitely get major extra credit." Stella said.

"Hey, check it out..." Musa said as we see Kiko is playing leapfrog with Pepe. "...Kiko made a new friend."

"How weird. That's Icy's duck. How did he get here?" Stella asked when Knut appeared.

"Duh, I brought him with me." Knut answered.

"Trouble." Stella said nervously.

"Hmmm." Musa hummed frowning.

"What's he doing here?" Bella asked, narrowing her eyes.

"It's all right. The ogre is on our side now." Faragonda said.

"He tried to stop the Witches and we're letting him stay." Saladin said.

"Well, if what you say is true then he's okay in my book." Bella said smiling.

"That's Peachy Keen with me as long as he improves his hygiene." Stella commented as Knut does some finger walking.

"I'm sorry if I'm a little stinkier than usual. I've had to do a lot of fighting." Knut said.

"Oh it's fine. We have bigger problems than OBO right now." Faragonda said.

"Well we are back and ready to help. Right girls?" Flora said.

"You got that right." Bella said, smirking.

"I've got an extra bottle of perfume. You want?" Stella asked him and Knut hugs Stella.

"Thank you." Knut said, smiling in appreciation.

"Ah, ~squashed~ take two please!!" Stella exclaimed.

~Accessing the Situation~

"Hey, the guys look really down." Tecna said.

"Well it figures. The Witches destroyed the whole Red Fountain campus, right?" Bloom said sadly.

"Well, I would be really down if that happened to Alfea." Bella said sadly.

"That's correct. The boys are setting up quarters here at Alfea." Miss Faragonda said as we thumbs up and giggled. "Young ladies, the situation has become extremely dire. In my entire career I've never had to deal with anything like this."

"Once you get settled in, we'll sit down and discuss the best course of action." Saladin said.

"We need to be prepared for the worst now. They will surely try to destroy Alfea next." Faragonda said.

~At Cloud Tower~

Lightning comes down at Cloud Tower.

"Ladies! We need a truly despicable plan." Icy said.

"Picture this: We send the entire Army of Decay over to Alfea at once." Darcy devised.

"One final attack." Stormy smiled evilly.

"It's perfect. We'll summon a horde so vast we'll bury those losers once and for all." Icy cackled.

~A New Plan; Faragonda's Office~

"Bloom, I must ask you one more time. Are you absolutely sure you want to do this?" Miss Faragonda asked her as Bloom, Sky, Stella, Brandon, Levi and Bella were in her office.

"I know that it's dangerous, but I don't have any other choice. It's what I have to do." Bloom said.

"But are you sure we should allow her to proceed?" Saladin asked her.

"I am certain that Bloom has good instincts. Go ahead with your plan." Miss Faragonda said.

"Uh Excuse me but what is the plan?" Sky asked them.

"We're sending you on a mission to infiltrate Cloud Tower, and Bloom is the squad leader. Three of you boys will be under her direct command." Saladin said.

"What?" Brandon questioned.

"I don't know about this..." Levi murmured and Bella rolled her eyes.

"Bloom, how could you think of going anywhere near the witches when you don't even have your powers?" Sky asked her in concern.

"Uh, hello!? Sky, all of us are going with her to protect her. And besides, the witches won't even see us coming." Bella said, determined.

"That's right. Listen, I have to believe that I'll get the Dragon Fire back. I don't know how, but I do know it's the right course." Bloom said, determined.

"How will you get in?" Brandon asked her.

"Well, we'll take the tunnels." Knut said.

"When Knut was a kid, he used to play in the tunnels, so he knows how to avoid the surveillance system. Once we get in, we'll figure the rest out. Okay?" Bloom said, trying to convince him.

"You're disregarding the first lesson of tactics: you always need to have a plan." Sky pointed out.

"Except that there is no way to have a plan, so the way I see it is that we can either stay here and be totally overwhelmed or we can do something. So, what do you guys say; are you with me?" Bloom argued.

"You know I'm in, Bloom." Bella said smiling and winked at her. Bloom smiled back at her.

"I see your point. Count me in." Sky said, giving in.

"Ok, great. We just have to get our stuff, so meet us by the well when you're ready." Bloom said.

"Bloom I want you to proceed with caution, but also with haste. The signs are unmistakable.

Look, the final attack is coming." Miss Faragonda warned her.

~Departing for Cloud Tower~

"No, you can't come. You have to stay here and protect Alfea." Bloom protested as me and Stella are in our winx forms with my charmix on me.

"But--" Flora started but was interrupted.

"And besides, We can only go with seven and the boys are coming." Bloom said.

"Come on, the boys?! They can't protect you like us!" Musa argued.

"I need your support." Bloom pleaded.

"Hmm." Musa hummed in reluctance.

"Don't worry, we'll protect Bloom, Musa. Besides, she has the other strongest fairy here by her side." Bella joked and they laughed.

"Okay." Flora said.

"Hey! Hugs here too." Stella said.

"Right." Tecna agreed as we do a group hug. Stella notices tears coming out of Tecna's eyes.

"Tec." Bloom called her in shock.

"I can't believe it. You're, like, actually crying." Stella said shocked.

"Oh, my baby Tecna is growing up! I've never thought I would see this day happening! I'm so proud! And don't you cry, Tecna! Everything is going to be okay!" Bella exclaimed dramatically as she hugged her.

"Well, it's just that Bloom's chance of survival is so impossibly low." Tecna cried.

"Never talk about defeat or you'll be defeated. Basic tactics." Brandon advised.

"Okay!" Bloom said.

"We'll all be thinking about you sweetie. Good luck." Flora said as Bloom goes down the well and me and Stella follows her. "Let's do a friend protection spell, just in case."

"Oh." Musa and Tecna said.

~Summoning the Army of Decay~

"Darcy, Stormy! Let us summon a force more powerful than anything ever seen before." Icy ordered.

"Let the screams of a thousand years be heard again. (slight pause) And the terror of the night erase all day. Everything that has rotted throughout all time, rise up now and join the Army of Decay!" Darcy and Stormy chanted.
"Rise up from the deep and destroy EVERYTHING in your path!" Icy finished chanting as monsters come from out of Cloud Tower and approach Alfea.

~The Monsters Approach Alfea~

One of the Red Fountain students notice the monsters approaching Alfea.

"They're invading us! Sound the alarm, now!" Red Fountain Watchman informed.

"Code Red!" Red Fountain Student 1 yelled.

"Code Red!" Red Fountain Student 2 yelled.

"Get Miss Faragonda!" Red Fountain Student 3 yelled.

"Call Codatorta! Muster the troops!" Red Fountain Student 4 shouted as a horn blows. The Red Fountain Students gather.

"Let's go!" Red Fountain Student 5 shouted as the students prepared for battle.

~Riven's Escape~

"You follow Icy around like a wannabe. Nah, that won't work." Riven said.

"Riven, who are you talking to over there?" Miss Griffin asked him.

"Ahh. No one. I'm just practicing. You know in case I ever get to talk to Darcy again." Riven said.

"Believe me, I understand. I have plenty to say to her myself. I should have known when I read their admission essays "To rule everyone!" wasn't a figure of speech." Miss Griffin said.

"I should have known as well. I can't believe I thought that whole bad girl thing was cute. (Riven notices a strip of metal.) Hmmm. Miss Griffin, do you know any lock-picking spells?" Riven asked her.

"Of course." Miss Griffin said.

"I've picked locks in escape class, but this one's tough." Riven said.

"I'll help you." Miss Griffin offered.

"It'd be so awesome if we could pull this off. Go Miss Griffin." Riven said.

"Houdinus Escapus." Miss Griffin casts.

"All right, I'm gonna try it now." Riven said as he picks the lock and it works. "Yeah!" He walks out the door. " Don't worry Miss Griffin, I'll get you out of here in just a second."

"Don't waste your time." Miss Griffin said.

"Huh?" Riven questioned her.

"It's going to take a lot more than a simple Houdinus spell for me to break the ancient lock that Icy put on here. It's an Arcanum lock that belonged to her family. It's resistant to all spells. Our only hope is my own family's secret dark magic brew, but it's quite possible that won't work either." Miss Griffin explained.

Growling is heard in the distance.

"What was that noise?" Riven asked.

"The Vile Sentries! Run!" Miss Griffin shouted.

"But..." Riven started but was interrupted by Miss Griffin.

"Go!" Miss Griffin ordered.

"And leave you?" Riven questioned her.

"Get out of here now Riven. If they touch you they'll turn you to rot." Miss Griffin said as Riven runs from the monsters.

"All right! I have to remember "Strategies and Battle Tactics: Chapter 9". When being pursued behind enemy lines: 1. Don't panic. 2. Constantly look for ways to escape. 3. Take the first course of action that comes into your head. Do not hesitate." Riven said as he turns, and the monsters get closer. "Don't panic." The monsters get closer. "All right. Look for a way to escape... like the window! And then take the first course of action that comes into your head." The monsters close in. "Think of something!" The monsters come ever closer. "Think, think, think!" The monsters draw nearer. "Come on! I can't hesitate!" He makes his choice. "All right! Course of action: Jump!" He jumps out the window.

~The Army attacks Alfea~

"Freshmen, reinforce the east gate! Red Fountain Marksmen, Attack!" Miss Faragonda ordered as the Red Fountain students do so. "Lacrosse Team, GO!" The members of the Alfea Lacrosse team attack. "Prom committee, Now!" The Prom committee joins in. "Honor Squad, Fire!"

"You heard her boys." Saladin yelled and Timmy blasts at the monsters

"Hey, you know what I read? they're allergic to pollen." Timmy said as Palladium joins in the battle.

"Pollen Blast!" Flora shouted as she uses pollen to disintegrate the monster. She notices the pets are in danger. "Kiko! Pepe!"

"Flora! Watch it!" Timmy warned her as Flora puts up a pollen barrier. A big monster was about to attack the pets.

"HEY! Pick on someone your own size!" Codatorta yelled and he punches the monster. Kiko and Pepe are grateful. "Please, it was nothing."

"Come on girls. Let's kick some decayed butt!" Tecna shouted as she, Musa, and Flora transform. A juggernaut attacks.

"Check it! I came up with this after their last attack. Beat Blast!" Musa yelled and the monster disintegrates. The girls stand proudly.

~Stella and Brandon Talk~

Bella, Bloom, Stella, Sky, Brandon, Levi and Knut reach the bottom of the well.

"Which way do we go, Knut?" Sky asked him.

"Uh, duh, that way." Knut said.

"Ok come on." Bloom said as Bella, Levi, Bloom, Stella, Sky and Brandon follow Knut. Knut looks around.

"Knut, are you totally sure this is the right tunnel to take?" Sky asked him and Knut thinks.

"Gosh, I'm never totally sure about anything." Knut said we keeps going.

"Oh, boy." Levi said and Bella shook her head at him and sweatdropped.

"So, Stella. If we survive, wanna catch a movie sometime?" Brandon asked her.

"Sure, you're not a prince?" Stella asked him.

"Yeah, definitely. I'm just an average squire." Brandon said.

"Honestly, I've never once dated a non-prince before." Stella said.

"I guess that means you don't wanna go out with me." Brandon said sadly.

"I didn't say that. It simply means that we have to take it one step at a time. Like we can start with a movie-"Stela rambled and Bella giggled at them.

"All right, what is it? Why are you stopping?" Bloom asked him.

"I'm worried about what you'll do, you know, if we get caught in here." Knut told her worried.

"Don't sweat it, Whatever happens me and Bella will be right next to you to protect you." Stella said

"That's right." Bella said smiling and nodding.

"That's very cool of you two, but I have to be ready to fight on my own. Sooner or later I'll have to confront the Witches and I'll have to defend myself." Bloom said seriously.

"Now that's what I called "Girl Power!"" Bella exclaimed, smirking at her and Bloom laughed as we keeps going.

~The Witches Watch~

The Witches watch through an Arachni-cam.

"She's like, irreparably pathetic." Icy said.

"I know." Darcy said.

"That powerless dork-io thinks she can sneak in here and fight us?" Icy questioned mocking.

"Let's think of something really gruesome to do to her." Stormy sniggered evilly.

"Oh yeah. Something that'll make her cry and beg for mercy." Icy smirked evilly.

~Knut Smells~

We entered another pathway.

"Hmmm. It's the three tunnel crossroads." Knut said.

"So, which one do we take?" Stella asked when a craven bird flies out of one of the tunnels. "Ewww! We're definitely not taking that one. Like, hello! Do you have ANY idea where we're supposed to go?"

"Uh, I don't know." Knut said.

"WHAT?! We're following you, like, entrusting our lives with you and YOU DON'T KNOW?!" Stella shouted in outrage.

"Cut him some slack, Stella." I said.

"I heard that ogre's have a really great sense of smell. Maybe that can help us find the way." Bloom suggested as Knut begins to smell the area. He picks up a scent.

"I left a bag of doughnuts at Cloud Tower. I can lead you right to 'em. This way." Knut said as he leads the way.

"Are you sure?" Stella asked him.

"I smell 'em. Two chocolate, one glazed. Mmmm." Knut said.

We followed Knut's lead.

"It should be clear sailing from here." Knut said, but we run from a blob monster, get drowned in sewer water and fight vines while an instrumental version "Mean Girls Rule" plays. We stops to rest.

"I'm so tired!" Bella panted.

"What's that?" Stella asked.

"Yeah, I hear it too." Bloom said.

"Hmm?" Stella questioned.

"Oh, come on! Now!?" Bella complained as the rocks are actually bugs and we gets away from them.

"Hey! You are so not trying hard enough, Knut!" Stella exclaimed.

"I can do it. Let me try one more time." Knut said as he sniffs the area. "Don't you worry. I'll find a way out." He pushes too hard on the wall and falls down a slide. The rest of the group follows him.

~Down in the Dumps~

"Nice, we end up in the garbage dump." Bloom said.

"And it stinks, too! Ugh!" Bella shouted as she covered her nose.

"At least we're almost there." Brandon said, trying to sound positive.

"Like that's gonna make me feel so much better." Bella retorted.

"Calm down, Bella." Levi said, rubbing her shoulders.

"There's probably a service entrance somewhere." Sky guessed.

"This better not rub off of my clothes. With the current situation it'll be impossible to find a dry cleaners that's open." Stella commented.

"Don't you have twelve of the same outfit?" Bloom asked her.

"Hmph." Stella huffed as she and Bloom help Knut up.

"Come on." Bloom said.

Suddenly there was a change in the air.

"What is that smell?" Bloom asked.

"Yeah, it just got way stinkier in here." Stella commented.

"Oh, this so not my day! I can't even handle this smell before!" Bella complained as the heroes help. Knut gets up and sniffs the area.

"Beetle Roaches!" Knut shouted in alarm as a swarm of Beetle Roaches come out of the woodwork.

"I think I might puke." Stella said feeling sick.

"I'm going to be sick!" Bella shouted in disgust.

"They'd like that." Knut said when the Beetle Roaches get closer.

"Make sure you don't touch their saliva." Knut warned them.

"EWWW! Touch it?! AS IF!" Stella yelled in disgust.

"Did you seriously have to say that!?" Bella shouted in disgust.

"Be ready to pinch your nose. I think these release a 30-mile wide stench when destroyed." Brandon said as the heroes prepare to fight but Bloom intervenes.

"Wait! If we destroy them, the Witches will smell them and know we're here." Bloom said stopping them.

"Yeah, that's true, but it means we're gonna have to come up with a way to make them leave us alone without having to burst them open." Sky said.

"Right, let's stand here and negotiate with these giant bugs. If you leave I'll give you all my trash for a month." Stella commented when one of the roaches grabs Knut.

"Ahhh!" Knut screamed.

"Oh no!" Bloom exclaimed as she attacks one of the roaches with a stick and it backs away.

"Wow, Bloom. That's amazing for Earth Power." Knut said amazed.

"Thanks. Watch out!" Bloom shouted when a bigger roach grabs Sky. "Get off! (charges in) He's gonna eat him!" The giant roach knocks her aside. Brandon prepares to throw his double Phantoblade.

"I wouldn't throw a spear at that thing." Knut warned him.

"Yeah. That would be bad. It had ricochet armor." Brandon said.

Suddenly a stranger appears and rides the back of the giant roach.

"Who's that?" Sky asked.

"Yee Haa!" Stranger yelled and Bloom notices. "Get lost!" The stranger zaps the giant roach and it leaves.

"How did he make the bugs leave? huh?" Stella questioned as all the roaches retreat.

"That was the Queen Roach, so they follow her." Stranger said

"Hey uh, Thanks, whoever you are." Sky said.

"Long time no see, buddy." Stranger said but the stranger turns out to be Riven.

"Riven!" Sky and Brandon called out.

"Where have you been all this time?" Sky asked him.

~Riven the Notetaker~

Riven travels with the rest of the group.

"So, I gotta ask you: How did you figure out how to escape from a whole horde of Vile Sentries?" Sky asked him.

"I did the only thing I could do in that situation: I used what we learned in "Strategies and Battle Class", Chapter 9 in particular. And to think, I came so close to taking that wrestling elective instead." Riven explained.

"But Riven, how did you know you'd be safe?" Bloom questioned him.

"I didn't have any time to think about that. I just had to take action, so that's what I did. (Flashback) Luckily I remembered how to use my cape for aerodynamic gliding from "Survival 101" Freshman year. The grounds were packed with Beetle Roaches. I was fine, because I remembered when behind enemy lines, you have to blend in. (Fast forward) And then just as I was going to make my way out, I ran into you guys." Riven explained.

"Who would've thought..." Bella mumbled.

Sky: "I've known you since the first day of orientation and I've never once seen you taking notes. No offense but all this time I thought you were like the Red Fountain slacker, but you're probably the best student in school, dude."

"Say Riven, do you need a lab partner for next semester?" Brandon joked and we laughs.

"Uh, hey, listen you guys, I hope you can forgive me for everything that happened?" Riven asked guilty.

"Of course, we forgive you, Riven. Anyone can fall for the wrong girl." Sky said smiling.

"Yeah, I'm just glad that you are back to normal." Bella said smiling at him.

"Yeah, right. This guy's big on forgiveness these days." Bloom said.

"You comin' with us?" Sky asked him.

"You bet." Riven smirked.

"Cool." Sky said smiling.

"Awesome. We could really use an extra hand to take on those witches." Bloom said as she goes on ahead.

~A Perfect Day~

Icy laughs in the background.

"They're gonna need a lot more than an extra hand to take us on." Icy laughed evilly.

"Could they be any more naive? They're making this so easy." Stormy laughed.

"While the Army of Decay is wiping out everyone at Alfea we can personally crush Bella, Bloom and Stella, not to mention their loser Red Fountain groupies and that traitor ogre. It'll be the perfect end, to a perfect day." Icy cackled evilly.