~Forest~

Levi and Sky are attempting to fix the two bikes.

"Well, how's it looking?" Bloom asked them as she and Bella watched them.

"We can't get the power converter to fribulate." Sky said.

"Yeah." Levi said.

"Huh?" Bella asked, confused.

"So, what's that mean?" Bloom asked them.

"Actually, I have no idea what I'm talking about Bloom, but one thing I do know, that bike is busted. Sorry. Let's get walking before it gets too dark." Sky said and Levi sighed.

"Fribulate. Is that even a word?" Bloom questioned.

"Just roll with it, Bloom. Even I don't get it at all." Bella said.

~Quad, Alfea~

"According to the advanced warning system Timmy and Tecna designed, there's a major invasion on the way." Miss Faragonda said.

"I'm not sure what good the warning is. That army is gonna squash us like wee, bitty grapes." Codatorta said.

"I don't agree. The Alfea girls and Red Fountain boys are working well together." Miss Faragonda said.

"Next year, we'll have to bring them together under happier circumstances." Saladin said.

"If there is a next year. This could be the end." Codatorta said.

"Why can't you be more positive like our students? Why just this morning some of them organized a pep rally, and they were saying things like: "We can do it!" and "Bring it on!"" Miss Faragonda mimicked.

"That's youth talkin'." Codatorta said as Flora, Tecna, and Musa come running over.

"Miss... Faragonda. Something... Something's coming." Flora panted.

"Tecna sensed a Vorpal Tunnel opening right over there!" Musa exclaimed.

"Is it a sneak attack?" Alfea Student 1 asked.

"Look! Something's materializing." Alfea Student 2 said.

"It's Princess Stella! They're back!" Alfea Student 3 said.

"And they rescued the imprisoned witches, but they look pretty grumpy." Flora said.

"It's Vorpal Tunnel Syndrome. It's like jet-lag." Tecna informed.

"Stand back girls." Miss Faragonda said as the two headmistresses walk towards each other. "How long has it been since you set foot on the Alfea campus, Griffin?"

"We were juniors, and Ediltrude and I were sneaking onto campus to turn the Kai Fly Sorority into goats." Griffin said.

"Ah yes, if memory serves me, I believe you left our campus seven inches tall, in a jar." Faragonda said.

"Those were happier times, weren't they?" Griffin asked her.

"With all of us banding together perhaps those happier times can return." Faragonda said.

"Hey, Brandon. You made it back." Red Fountain Student said.

"What's up guys?" Brandon asked them as he is welcomed by the other Red Fountain students, but Riven isn't.

"Tell him how worried you were about him." Red Fountain Student said.

"I wasn't worried." Red Fountain Student 2 retaliated.

"Stella, where's Bloom and Bella?" Flora asked her.

"Why aren't they with you?" Tecna also asked her.

"We don't know what happened to her, Bella, Levi and Sky. They... stayed behind to keep the monsters from entering our escape portal. They were supposed to meet us back here at Alfea." Stella said.

"Oh dear." Flora said, worried.

~Forest~

Bella, Levi, Bloom and Sky are walking.

"Wouldn't it be quicker to go through Black Mud Swamp?" Bloom asked them.

"Yeah, that's true, but these treetops will provide better cover for us." Sky said.

"He's right, you know." Levi said.

"Oh, yeah. I guess you're right." Bloom said.

"I can see your point." Bella said.

"Those winged monsters are probably patrolling the whole realm. At least this way, we'll be safe." Sky said.

"Sky, Bella, I'm scared." Bloom said afraid.

"Huh? What's wrong?" Sky asked her.

"Yeah, Bloom, tell us." Bella said.

"Without my powers I feel like the helpless little girl from Earth." Bloom said.

"Oh, Bloom." Bella said sadly as she hugged her closely.

"You're not though Bloom. You and Bella are the last princesses of Domino. And that's pretty awesome." Sky said.

"He's right, Bloom." Bella said.

"I know, but the only thing separating some normal girl from Gardenia from the last Princess of Domino was a magical power that I no longer have. Without it, I'm just... well---" Bloom said but Bella interrupted her.

"Now Bloom, stop being negative." Bella said.

"When you learned the truth about me, you said it didn't change who I was." Sky said.

"Yeah, but that was you." Bloom said.

"Not only him, but you too, Bloom." Levi said.

"That's right. Bloom, you are my sister and you will always ever be princess or Earth girl." Bella said comforting her and she smiled.

"Lake Roccaluce. Come to Lake Roccaluce." Voice echoed.

"Hold up, did you hear that?" Bloom asked them.

"Yeah." Bella said.

"Huh?" Sky questioned.

"What?" Levi asked.

"I thought I heard a voice just now." Bloom said.

"You're not the only one." Bella said.

"I didn't hear anything." Levi said.

"I didn't hear a thing, but the woods are full of creatures. Come on, let's get going." Sky said when an Arachni-cam is watching Bella, Levi, Bloom and Sky.

~Cloud Tower~

"Look at them walking with their pretty-boy prince. It's pathetic. Eugh, it makes me want to puke!" Stormy gagged.

"What makes me wanna toss it is seeing Griffin and those traitor witches hanging together with the pixies at Fairy High." Darcy said.

"I think it's amusing. I mean, those idiot weaklings actually think they'll be safe cowering in the halls of Alfea hiding behind their professors." Icy said.

"Hey! Looks like Bloom and Bella are heading toward Magix." Darcy said.

"Bloom's useless now. We can cross her and Bella off our list of things to do." Icy said.

"That's right, forget those brats. Let's focus on taking Alfea." Stormy said.

"Our strongest battalions yet is already on its way to Cutesy Academy. That school is finally gonna get the schooling it deserves." Icy said evilly.

~Faragonda's Office, Alfea~

"It sounds like you're suggesting that Icy, Darcy and Stormy are descendants of the original Coven." Saladin said.

"Well, that's what they told Bloom and Bella when they ambushed them in Gardenia, and took the Dragon Fire from her. It would explain their motive, and it would also explain their tremendous power." Miss Faragonda informed.

"But as we all know, the descendants of the Coven were banned from the schools of Magix for eternity, and no headmistress is permitted to override this rule." Codatorta said.

"I hope you're not implying that I knowingly admitted those—" Miss Griffin started to argue but Miss Faragonda stop her.

"No one is implying anything." Miss Faragonda reassured.

"I certainly hope not. Their admission scrolls claimed they were from the realm of Miran, and yet I wondered why their parents never came to conference week." Miss Griffin said when they heard a monster shrieks.

"Sounds like they're here." Codatorta said seriously.

~Quad, Alfea~

The Army of Decay approaches Alfea.

"Here we go again." Stella said as the army attacks and the students of the three schools fight back.

"Flora, watch out!" Tecna warned her when Flora is thrown to the ground by a monster.

"Come on! Let's go girls!" Musa yelled.

"Yeah!" Tecna yelled and the girls transformed.

"Hmph." Stella huffed.

"Hmmm." Flora hummed.

"Relocatus!" Stella casts as she teleports herself, Flora, Musa and Tecna behind the monster.

"Do it, Flo!" Musa yelled out and Flora blasts the monster and it is wrapped in vines.

"Uh oh. He's got a friend." Stella said when another monster came in. Musa and Tecna fly up and blast it. It rains bugs.

"They're like worms." Flora said when the bugs then come together to form four soldier monsters.

"Yes, except they multiply exponentially." Tecna informs them as the monster disassembles itself to escape the vines and reassembles itself.

"Hey big guy, that is not slick or buff. It's just gross." Stella commented.

~Forest~

Bella, Levi, Bloom and Sky are sitting by a campfire.

"I have a bad feeling. I don't think we should stop." Bloom said.

"You're not the only one feeling this way." Bella said.

"It's going to be okay, Bella." Levi said comforting her.

"Bad feeling or not, we've been through a lot today, Bloom. We've gotta get some sleep." Sky said.

"I can't sleep. I'm too worried right now to relax." Bloom said.

"Me too." Bella said.

"I remember my first mission as a scout. It was in Ashen Gorge, and I couldn't sleep, not even a wink." Sky said.

"Same with me." Levi said.

"So, what did you do?" Bloom asked them.

"Yeah." Bella said wanting to know.

"I just closed my eyes and thought of home." Sky said.

"Well, that's easy for you to do. You know where your home is." Bloom said sadly.

"So, do you. Bloom, nothing you've found out changes where you come from. While you're the last Princess of Domino, you're also that down-to-earth girl from Gardenia. And that's a great thing." Sky said. Bloom is quiet for a moment.

"I think of home and remembered the song my mom sang to me when I was a child." Levi said.

"That must be nice. It also the same with me." Bella said smiling and he smiled back. "Levi..."

"Yeah?" Levi answered.

"Nevermind." Bella said shaking her head.

"Sky?" Bloom called his name.

"What is it?" Sky answered.

"Nothing." Bloom said as we all lie down to go to sleep.

~Quad, Alfea~

More monsters are approaching Alfea.

"Miss Faragonda, look!" Fairy #1 exclaimed.

"There's more of them? Send a group of senior spell masters to guard the gate." Faragonda ordered as the battle continued.

"Let's show these things what's up!" Brandon said as he and Riven attack, but the monster remains standing. "Awww, come on!"

"Hey, remember that move from Double Duel class?" Riven asked him.

"I sure do Riven! I'll lead, you follow." Brandon said as he switched weapons. They attack together again.

"That ought to keep them down." Riven said.

"Then why's he getting up?" Brandon questioned when the monster would reform. A monster swoops at Tecna and picks her up.

"You want to get into it with me?" Tecna questioned it.

"Tecna?!" Musa exclaimed as Tecna expands her wings, cutting herself free from the monster.

"Take that!" Tecna shouted.

"Come on, you ugly maggot. You're going back to the muck!" Codatorta yelled.

"Look out for the middle claw!" Specialist #1 shouted when Codatorta is grabbed around the face and picked up. Saladin attacks the monster with a spell and the monster drops Codatorta.

"Are you alright, Professor?" Saladin asked him in concern.

"I'm fine. Don't tell any of the boys about that." Codatorta said when flying monsters swoop over the battle.

"Can someone do something about those flying stingrays?!" Brandon shouted.

"I'm on it. A couple of zaps from my Bee-Kicker Blaster ought to do the trick." Timmy said as he fires shots at the stingrays. One of the rays swoops at him and he drops his blaster.

"Watch out, Timmy!" Specialist #2 warned when another ray swoops at Timmy but Tecna blasts it with a spell.

"Don't worry, I got your back, Timmy." Tecna said.

"And I've got yours!" Timmy said as he picks up his blaster and fires at the rays coming for Tecna.

"Together, Griffin!" Faragonda said as she and Griffin cast a spell together.

"Develo-invinso!" Faragonda and Griffin casts as the rays are destroyed and turn to sludge, which turns into new monsters.

"I don't know what else to do. The more we fight, the stronger they seem to get." Faragonda said worried.

~Forest~

Levi and Sky wake up, smiling at Bloom's and Bella's sleeping form, then goes to wake them up.

"Bella, wake up." Levi said, shaking her.

"Hey, Bloom. Wake up." Sky said as Bella and Bloom woke up. "We should go."

"What a nap." Bella yawned.

"I didn't mean to crash like that. Wow, how long did we sleep." Bloom said.

"Only a couple of hours. I think. With the sky the way it is, it's hard to tell whether it's night or day." Sky said.

"Well, we should get going now." Levi said as they started walking again.
"Find me, Bloom and Bella. Come to Lake Roccaluce." Voice said as Bella and Bloom gasp and grab Sky and Levi.

"Huh?" Sky questioned.

"What's wrong?" Levi asked them.

"Okay, I've definitely heard that voice!" Bella exclaimed.

"Okay, don't tell me you didn't hear that." Bloom said.

"What?" Sky asked her.

"It's Daphne! She's calling me." Bloom said.

"Me too." Bella said

"Come, Bloom and Bella." Daphne said.

~Faragonda's Office, Alfea~

The battle is over, and the students of the three schools are exhausted.

"I don't understand what's happening, why did they suddenly pull back their forces?" Faragonda questioned.

"They're witches. Conquest is only fun if you can toy with your enemy." Griffin said.

"Or perhaps our fighting is actually weakening the Army of Decay." Saladin added.

"Perhaps, but it doesn't matter. The only way to get rid of the weed is to cut out the root." Griffin said.

"The root. Icy, Darcy, and Stormy." Faragonda confirmed.

"You mean a direct confrontation?" Codatorta questioned.

~Quad, Alfea~

"Slash, then parry?" Specialist #1 asked.

"Yes, but keep the same footwork." Specialist #2 said as Brandon and Stella are sitting together.

"Everyone's wiped and whipped. I don't think we'd be able to survive another attack." Stella said.

"You're probably right. So that means... this could be it." Brandon said.

"Oh, Brandon." Stella said.

"Whatever happens, I'll protect you." Brandon said.

"More likely it'll be me who protects you, page boy." Stella commented.

"I'm not going to be a squire forever, you know?" Brandon said.

"You mean you might climb the ladder and become a knight, or maybe even a man-at-arms." Stella said.

"Yeah." Brandon said.

"Seriously Brandon, you think that stuff matters to me? Me 'rents are the King and Queen of Solaria and look how good their relationship is." Stella informed him.

"Awwww!" Musa said as she, Tecna, and Flora are flying nearby. "Isn't that sweet? Nothing like a little end of the world romance."

"Ignore her, you guys are so cute together." Flora complimented smiling.

"Musa, don't you think you should get some rest?" Stella questioned her as she uses her magic to summon a pillow and whacks Musa with it.

"That's fighting with magic! It's against the rules!" Musa yelled.

"You sound like Griselda!" Brandon commented.

"No snide comments please. Only I can torment my friends. And speaking of friends, I wish Bloom and Bella were here." Stella said as she, Tecna, and Flora are sad.

"They'll be here soon enough. I'm sure she, Bella, Levi and Sky escaped from Cloud Tower and are on their way back." Brandon comforted them as Riven and Timmy arrive.

"There you are!" Riven said.

"Timmy. Riven." Flora said.

"What's the news?" Tecna asked them.

"Faragonda's called an assembly." Timmy said and they all gasp.

~Quad, Alfea~

The students of Alfea, Red Fountain, and Cloud Tower are gathered for an assembly.

"You have all fought very bravely. But this is not over. Our true test is yet to come. Fairies, witches, and heroes, dig down deep and muster all your magic and power." Faragonda said.

"If we all work together I know that we can triumph. Now when we give the signal—" Griffin started to say but was interrupted.

"Here they come!" Student #1 shouted as stingrays were flying towards Alfea.

"You gotta be kidding, there's like thousands of them!" Stella complained in worry.

~Forest~

Bella, Levi, Bloom and Sky are walking.

"Hey! Look at the sky!" Bloom said as we can see the stingrays flying overhead. "They're headed straight for Alfea!" Bella, Levi, Sky and Bloom are worried.

"This is bad!" Bella said, worried.

"They won't be able to hold on for long at Alfea at this rate." Levi said worried.

"We gotta get to Magix immediately." Sky said urgently.

"No, you two go on ahead. We've gotta go to Lake Roccaluce right now." Bloom said.

"Bloom, what are you talking about?" Sky asked her.

"Yeah, Bella. What do you mean?" Levi asked her.

"This voice I've been hearing, maybe it's not even Daphne, maybe it's just a voice inside of me. But either way I have to listen to it, I have to go!" Bloom said.

"Same with me!" Bella said.

"Fine, well then I'm coming with you." Sky said.

"Me too." Levi said.

"No Sky, we have to do this alone. Please understand." Bloom said.

"She's right, Elex. So please trust me on this." Bella said and Levi sighs.

"Alright, just meet us in Magix in 2 hours. If you're both not there we're coming to find you two, okay?" Sky asked them.

"Come back to me in one piece, Bella." Elex said and Bella smiled.

"I will, Levi." Bella said.

"Okay." Bloom said as they walked away. Levi and Sky sighed and walked in the other direction.

~Quad, Alfea~

The students of Alfea, Cloud Tower, and Red Fountain are battling the Army of Decay.

"Look out!" Student #1 warned as Timmy is trapped by a monster.

"Hold steady, Timmy! Now!" Riven shouted as Timmy jumps out of the way.

"Do your stuff Riven!" Timmy shouted as Riven runs in and attacks the monster and it dissolves into sludge. Brandon is hit from behind by a monster.

"Get back here!" Brandon yelled and he runs after the stingray monster and jumps onto it as it flies away. He rides it and stabs it. One of the monster starts to climb one of the towers and smash at it.

"Miss Faragonda, look at the tower!" Student #2 yelled.

"Oh no!" Faragonda exclaimed as the tower falls. Flora, Musa, Tecna, and Stella are fighting the stingrays.

"They're swarming us!" Flora said.

"I've got an idea. Can you transport us to their rear flanks, Stella?" Musa said as Stella uses her scepter to transport them. "Sweet! Now watch this!" She uses a spell on the monsters, and they dissolve.

"You go Musa!" Stella praised as they fly to the ground. Musa and Tecna destroy a monster together. Faragonda and Griffin cast a spell together and create an orange dome over the quad.

"Fairies of Alfea! This is our moment! Focus your energy into one attack!" Faragonda instructed.

"Witches of Cloud Tower! Unite your powers with the fairies!" Griffin ordered.

"Now girls, all of you!" Faragonda and Griffin shouted as the fairies and witches put their magical energy into the dome and the monster start to dissolve.

"It's working! Keep it up everybody!" Stella said as the monsters disappear and then so does the dome. Everyone is quiet as they wait for the next attack. "They're gone! They're so totally gone!" She whoops and everyone starts to cheer.

~Cloud Tower~

"Those losers actually defeated that wave of attacks?!" Icy questioned in disbelief and anger.

"How dare they?!" Stormy snarled in anger.

"Look at them. They probably think they've won." Darcy scowled angrily.

"As if!" Stormy growled.

"I am sick of this game. It's not fun anymore." Icy said.

"We have to stop sitting back and just watching." Stormy said.

"Seriously, time to get our hands dirty. Let's get in there and bust out the full power of the Dragon Fire." Darcy said.

"Get your fighting boots on, girls, 'cause tomorrow we're going into battle. The walls of Alfea will crumble beneath our very hands and we won't stop fighting until every cutesy pixie and traitorous witch is wiped off the face of the realm for good! Then, we will take over the Magic Dimension!" Icy said and they all laughed maniacally.

~Forest~

Levi and Sky are walking alone and reaches Magix. They gasp and start to walk down a street; it is completely empty.

"This is terrible!" Levi said.

"What's going on here? Where is everybody? This can't be possible." Sky said as Levi and Sky start to get more and more worried. There are people lying covered in brown goo, but he doesn't notice them. "Is anybody here?!"

"I can't hear anything or anyone!" Levi said worried.

~Forest~

Bella and Bloom reach Lake Roccaluce. Their armor disappears.

"Are you here, Daphne? I'm ready, ready for my destiny with Bella." Bloom said as me they wade into the lake.