~Cloud Tower~

The Army of Decay forms around Cloud Tower.

"Well ladies, Red Fountain has become our dragon stable, and the entire town of Magix is in a deep sleep. All that's left to conquer are those pixies at Alfea. And with this army personally led by me, their destruction will be swift, complete and merciless." Icy said, smirking.

"You so rule, Icy." Darcy smirked.

"You bet I do." Icy said as the army forms.

"Ready to fly over there?" Stormy asked.

"Oh, we're not flying, watch this. Decay and rot, rise up high. Build three thrones that reach the sky." Icy commanded as some of the Rot insects transform into thrones. "Ladies, we are gonna ride into battle in high style."

"Sweet." Darcy commented, smirking.

"Yeah, who else has a genuine throne made of rot and decay?" Stormy questioned.

"I'll tell you who. Nobody!" Icy said as she laughed evilly. The Trix descend upon their thrones. "Move out!" The army begins their march.

~Winx's Dorm~

"Poor Mirta. I feel like I've done everything I can." Flora said sadly.

"You might as well toss it in Flo." Musa said.

"You don't mean 'give up.'" Flora said in disbelief.

"Look, if any one of us could break Icy's spell it's you and, obviously, it's not happening. Just let it go, it'd be better for everyone, right Stel?" Musa asked her.

"It's sad but it's totally true. There's no hope for Mirta as a human. Poor thing." Stella said.

"I think it's time to go find her a nice, sunny pumpkin patch." Musa said.

"Yeah, at least that way she'll be among friends." Stella said.

"Stop talking like that!" Flora retaliated.

"Flora will never give up on her." Tecna said.

"That's right. I won't." Flora said, determined.

"Then use all your Winx in one last try." Musa said as the pumpkin is sparkling.

"Look, it's like Mirta agrees. Come on Flora, go for it!" Tecna encourages her as Flora tries once more.

"Reach out for me Mirta." Flora said as the pumpkin is glowing.

"Something's happening!" Musa exclaimed as Flora and Mirta see each other inside the pumpkin.

"Floooora." Mirta said.

"Mirta!" Flora said as they reached each other's hands and Stella, Tecna and Musa covered their eyes. Flora opens her eyes and the pumpkin is gone.

"Where'd she go?" Musa asked.

"Is she gone?" Flora asked.

"I'm right here." Mirta answered as she appeared whole again.

"Mirta! All right!" Flora cheered and Mirta was happy. "You're back." She and Mirta twirl and hug. "We did it! I'm so glad to see you!"

"And I'm glad to have legs and arms again. Thank you so much for not giving up on me Flora." Mirta said happily.

"You know, I think it finally worked because we both tried way harder than we ever had before." Flora said.

"Yeah and we both believed it was gonna work too. For that one second we like lost all our doubts." Mirta said as Stella walks over to the balcony and looks down, she spots someone.

"Not to upstage your grand entrance or anything Mirta, but there's a tall, dark, brooding hunk of a guy pacing around under our balcony. Why don't you go see what's troubling him, Musa?" Stella said as from the balcony view, Riven is pacing back and forth at ground level.

"Is it Riven?" Tecna asked.

"Mister Mopey himself." Stella confirmed.

"Yeah, why do I care? But I could go for a walk. You know, catch a little breeze." Musa said as she starts heading out. Stella notifies Riven.

"You can stop pouting now Riven, she's on her way down." Stella said.

"Uh, who?" Riven questioned.

"He's playing that silly game, isn't he?" Tecna asked.

"Typical boy." Stella said as Musa and Riven confront each other.

"Oh. Hey Riven." Musa greeted him.

"Oh um, listen. They don't teach us how to do this in heroics class, but I gotta say I really like you and now I gotta go. Bye." Riven said nervously and he left.

"Huh?" Musa asked, confused.

~Magix City~

"Hello?! Is anybody here?! If you're hiding, I'm one of the good guys." Sky called out.

"Sky, look!" Levi exclaimed in horror as they see bodies covered in dark webbing.

"What the? Oh no! What have those witches done to these people?" Sky questioned and he calls out. "Anybody? ANYBODY?!" He and Levi hear a sound. "What was that? Who's there?" A monster sneaks up behind Sky. "Hello?" Levi sees the monster approaching Sky from behind and gasps. He was about to run over and warned Sky when another monster came and attacked him, but he blocked it with his sword. "I can't believe they –"

"Sky, behind you!" Levi shouted as he slashed the monster he was fighting.

"Huh?" Sky asked as he turns around and draws his Fanta-Blade and attacks the monster. "Thanks for the warning, Levi! All right, come on! We're not afraid of a little slug!" But the monster roars and more bugs merge with the monster making it grow. "Uh-oh! Argh, I had to say Little."

"You think!?" Levi asked him, annoyed as he and Sky came face to face with the monster and fought with it.

~Alfea~

A storm was brewing at Alfea.

"So, you're a witch Mirta, do you know any inside secrets on how we can defeat Icy, Darcy and Stormy?" Flora asked her.

"They're on a whole 'nother level. They're, like, so totally dedicated to destruction." Mirta said.

"Maybe, a manicure/pedicure combo would chill 'em out." Stella joked.

"Why are you turning this into a joke?" Tecna questioned her.

"I'm just trying to lighten things up." Stella said as Pepe is seen trying to cheer Kiko up, but it does not work. "Same as Pepe's trying to do for Kiko. Though it doesn't look like it's working."

"Aww, they're worried about Bloom and Bella." Tecna said.

"Well hey, we're all worried about them. But they're gonna be fine. Now way, no how is any rot monster or witch gonna take down my girl Bloom and Bella." Musa said.

"I certainly hope for all our sakes she's right." Faragonda said.

"Hmm." Griffin hummed.

~Lake Roccaluce~

Bloom walks into the lake.

"Daphne? Were you calling for us? You're here, aren't you? I can feel it." Bloom said.

"Yes, Bloom and Bella. I'm here." Daphne said.

"How did you get here?" Bella asked her.

"You brought me, Bloom." Daphne said.

"What? When did I do that?" Bloom asked her as she goes deeper into the lake.

"Come into the water, so you can see me." Daphne said.

"Okay, but there's kind of a small problem with that cause, see, I can't really breathe underwater." Bloom said.

"Close your eyes Bloom, and picture yourself below the surface..." Daphne said as Bloom looked at her reflection in the lake. "And you will be here. Believe and it will happen. It's time for you to find me Bloom. It's time for you to complete your journey. Are you ready?"

"Yes, I'm ready." Bloom said.

"Good, then come, come beneath the water. Leave the world behind and dive into yourself." Daphne said as Bloom appeared in the water.

"Whoa. This is like when Miss Faragonda astral-projected me." Bloom said.

"Do you understand now Bloom? When Miss Faragonda projected you, all she did was take you deep into yourself, not to a lake on another planet. You see, that's where I exist Bloom: inside of you." Daphne explained as she appeared before Bloom.

"This is like some kind of dream." Bloom commented.

"A dream and a reality, together. You're very close to finding your powers Bloom. Keep looking." Daphne said.

"Huh?" Bloom asked as she looked at something.

"What do you see?" Daphne asked her.

"I see my parents' house on Earth." Bloom said.

"Same here." Bella said.

"That is the place you went after the coven destroyed the kingdom of Domino. The place I took you to begin your journey. The place where you would grow up loved, and unharmed until the time was right. Earth was wonderful. You had parents, friends, even people who didn't understand you, all of these things helped make you who you are." Daphne informed her.

"But who am I? Earth girl or Princess of Domino?" Bloom asked her.

"Obviously we are both those things sis." Bella said.

"We are the sum of all our experiences: the friends we make, the people we love, all of these things make us who we are. Ordinary Earth girl and heir to the royal kingdom of Domino, that is who you are. Daughter of Mike and Vanessa and keeper of the Dragon Flame, that is who you are. Who you are Bloom, that can never be taken from you. What's inside you can never be taken from you. What's in your heart: that can never be taken. Now Bloom, your journey is over. You have arrived." Daphne explained and she disappeared.

"Daphne? Daphne?! Huh? Who I am, what's inside me? What's in my heart? I am Bloom. I am a princess. I am the keeper of the Dragon Fire. And no one will take that away from me." Bloom said in determination and confidence as she and Bella emerged from the lake in their Winx forms.

~Path to Invisible Road~

The army marches onward.

"You ladies wanna hear something funny? The quiz in last month's Teen Witch said: What would you do if you got to take over the whole universe?" Icy questioned.

"What did ya put?" Darcy asked her.

"I wrote: 'You'll find out soon enough, loser', and sent it in." Icy said and the witches laugh.

"Hey! How come we're not taking King's Bridge to Alfea?" Stormy asked her.

"This path leads to the Invisible Road." Icy answered.

"Nice, so this way we'll be able to sneak right up to Alfea's gates without them having any warning." Darcy said as the Army continues their march. Two Undines emerge.

"Oh no!" Undine 1 exclaimed.

"What is it?" Undine 2 asked her.

"Icy, Darcy and Stormy are heading for Alfea." Undine 1 said.

"And it looks like they're taking the Invisible Road." Undine 2 said as more Undines emerge.

"I'm sure the fairies are not expecting that." Undine 3 said.

"Or that the Witches themselves are personally leading the attack." Undine 2 said as the monsters keep marching.

"We must warn them." Undine 1 said urgently, and the two undines fly off to Alfea.

~Alfea~

"This waiting's the worst. I wish they'd just bring on the fight." Codatorta said impatiently as Saladin and him are playing a Magix version of Go.

"Don't get anxious. We must remain calm in times like these." Saladin said.

"Oh, don't you worry about me, Saladin. I never act without complete forethought and a sound strategy." Codatorta said.

"Hmmm. And yet you've let your guard down. You've made a novices mistake." Saladin said as he makes his move.

"Oh, you think so, do ya?" Codatorta said as he counterattacks and wins.

"Ugh. You were distracting me with your fidgeting." Saladin said as he puts the game away.

"What's the matter? Ya givin' up?" Codatorta teased him.

"I am surrendering. But only the round, not the whole match." Saladin said.

"I just wish I knew one way or another if Sky, Levi, Bella and Bloom were okay you know. I keep thinking "They're fine", and then "No what if?"—" Timmy started to say in worry when Riven stopped him.

"Dude, you gotta relax. I'm sure they're just planning a dramatic entrance." Riven said.

"Yeah, but what if they're not?" Brandon asked him.

"What if?" Riven questioned him.

"I don't know. Maybe we should go out scouting for them or something." Brandon said worried.

"We can't. No one's allowed outside the gate." Timmy said.

"I know, but still..." Brandon trailed off.

"What's the happs chaps?" Musa asked them.

"Why don't you tell us." Riven said.

"No one knows anything. This waiting is slowly driving me crazy." Timmy said.

"The sky is so threatening." Flora said.

"Tecna said there's an 80% chance of—" Stella was interrupted when lightning strikes. "Ahhh! Uhh. Lightning striking every five minutes." Timmy laughs.

"Word from the Dark Forest. The Nymphs have come with news." Red Fountain Teacher said.

"Finally, some info." Red Fountain Student said as the Nymphs arrive.

"Welcome to Alfea. What news do you bring us?" Faragonda asked them.

"It isn't good." Nymph 1 said worried.

"The army is taking the Invisible Road." Nymph 2 said.

"They'll be here soon." Nymph 1 said.

"And I'm afraid that's not all Miss Faragonda." Nymph 2 said.

"Icy, Darcy and Stormy are leading the charge." Nymph 1 informed her.

"We thought you should know." Nymph 2 said.

"Go rest up inside." Faragonda said as the nymphs head inside. "This is it! Everybody, to your positions! The final battle is coming to Alfea, and Alfea will be ready!" Kiko and Pepe hide in a burrow and are super worried.

~Magix City~

Levi and Sky charges and cuts off the monsters arm.

"How do you like us now?" Sky cheered but the monster's arm regenerates. "Aw, great." He gets scared and Levi is getting tired.

"This is getting tiresome." Levi said.

"Can't we just talk about this?" Sky asked nervously and Levi looked at him in disbelief as he and Sky backs off but is surrounded by monsters. "No."

"Really, Sky? You had to ask that now!?" Levi asked him as another monster forms behind Sky and him on a building.

"Look guys, we didn't mean to crash your party. You'd probably just wanna rot out, maybe watch each other decompose or what have you, so we'll just be on our way." Sky said.

"Like they are going to listen to that and let us." Levi said sarcastically as the monsters surround him and Sky.

"Fine then! If that's the way you guys want it to be, come on Bring it!" Sky said as he and Levi lose their fighting spirit but then sparks appear in the sky, which Sky and Levi notice.

"Hey there, Tentacle Mouth! Back away from the two princes!" Bloom yelled at the monsters.

"Or you'll have to deal with us!" Bella shouted as she and Bloom arrive to save Sky and Levi.

"Bloom! Am I glad to see you!" Sky said in relief.

"Bella! I'm glad to see you safe and sound!" Levi said in relief and happiness.

"Me too, Levi!" Bella said happy.

"Back at you Sky! Now hang on we're gonna get you two out of there." Bloom said as she blasts one monster and it turns to ashes. She blasts another monster and it breaks down. "Nobody messes with my boyfriend!"

"And nobody messes with my babe and gets away with it! Electric Fire Explosion!" Bella shouted as she summons a purple staff and slammed it down on the monsters and explodes in a purple electric fire and destroyed them. Bloom blasts the last monster. The dragon disappears and Bella and Bloom land.

"Sorry we was late. Are you two okay?" Bloom asked them.

"Yeah. But if you two hadn't come along we'd be worm food." Sky said.

"He's right. You really saved us." Levi said.

"Come on, that's not true." Bloom said.

"Yeah, she's right. And it's no problem." Bella said.

"So uh, what was that about "nobody messes with my boyfriend"? Did I hear you right?" Sky asked Bloom nervously.

"So, "nobody messes with my babe and gets away with it"? Am I considered your babe now?" Levi smirked as he teased Bella, and she blushed.

"Oh, shut up!" Bella shouted still blushing as she smacked his arm and he laughed.

"I just needed something to shout, like trash-talking in the heat of battle kind of thing." Bloom said nervously.

"Oh yeah, I figured that's what it was." Sky said.

"No big deal, just got carried away in the moment." Bloom said.

"Uh, right." Sky said then awkward moment.

"Awkward." Bella sang.

"So, your powers are back." Sky said.

"They never left me. I just hope I didn't realize that too late." Bloom said sadly.

"Oh, Bloom." Bella said.

"Better late than never." Sky said.

"So, what happened here?" Bloom asked them.

"Everything is a disaster." Bella said in horror.

"We don't know." Levi said.

"We're not sure but we think the Rot Monsters did it with their tentacles. It seems the Witches made them more powerful than last time." Sky said.

"Oh, can these people be revived?" Bloom asked.

"I don't know Bloom." Sky said.

"But we'll find a way." Levi said.

"Stella! The girls! if those witches—" Bloom said but Bella stopped her.

"Calm down, Bloom." Bella said.

"Let's not jump to any conclusions, let's just get back to Alfea." Sky said.

"He's right." Levi said.

"Leave that to me." Bloom said as she conjures the dragon. "Grab on!" The dragon takes Bella, Bloom, Levi and Sky to Alfea.

'Hang on, girls! We're coming!' Bella thought as they ride on the dragon. "Alfea, here we come!" Bella shouted in determination and confidence.

~Alfea~

"I know we're traveling in grand style, but I gotta ask, are we there yet?" Stormy complained.

"You're kidding. You're actually gonna start witching now?" Darcy asked her in disbelief.

"You don't like your throne; I suggest you hop down and walk. Otherwise stay focused." Icy said annoyed and Stormy glares.

"I agree Icy but uh, do you have any ballpark sense of how much longer this is going to be?" Darcy asked as Icy thinks.

"Fifteen minutes or so now pay attention all right? We have to be at the top of our game. This battle will determine everything." Icy said before the fairies, witches and heroes prepare.

"Any sign of them?" Red Fountain Teacher 1 asked.

"Not yet sir." Red Fountain Student said.

"Remember, when they come, they'll come fast and without warning." Red Fountain Teacher 2 said.

"You're still thinking about Bloom and Bella aren't you?" Griffin asked Faragonda.

"Fairies don't give up on each other." Faragonda said.

"Faragonda I---" Griffin started to say.

"I know Griffin, I'm glad you're here too." Faragonda said as she looks around. "I've always believed that Bloom and Bella are our only hope."

"And now, do you think there is another way we can win?" Griffin asked her.

"I have to believe there is Griffin. I have to believe in possibilities." Faragonda said and Griffin glares. "I need to believe, even if it's naive, that we are all capable of making a difference in our fate."

"Spoken like a pixie." Griffin said.

"That may be true, but if we sit around and just wait it's almost the same as if we've given up." Faragonda said.

~Invisible Road~

A Craven notices Alfea. It then flies away and heads towards the Trix.

"Check it out, the Craven Bird's back." Stormy said.

"What's it got to say?" Darcy asked.

"Everything's just as we thought it would be: Alfea is ready for the taking." Icy smirked and laughs evilly. A monster shrieks.

~Alfea Rooftop~

Griffin and Faragonda overlooks the scenery from Alfea's rooftop. Faragonda turns to Griffin.

"Do you hear that Griffin?" Faragonda asked her.

"I do. They're here." Griffin said seriously.