~Infirmary, Alfea~

Aisha and Layla sleeps on a sick bed, breathing fast as they have a nightmare. In the nightmare they run through the halls of Shadowhaunt while Darkar laughs.

"You two cannot escape Shadowhaunt." Darkar (dream) taunted. In the dream a bile monster appears and spits bile at them. He laughs again. "Who's the loser now?" As the dream gets worse, Aisha and Layla starts to sweat and shake. "Hand over the pixies." Aisha and Layla dreams about the monsters attacking them. "Hand over the pixies! Now you will meet the shadow, and when it grabs you, it will be more terrifying than anything you two could ever imagine. The pixies are mine, and you two are history!" The dream ends with Aisha and Layla falling off a cliff.

~The Winx's Dorm, Alfea~

"Try to relax, Bloom." Flora said.

"They've been asleep for four days! If they're the girls the psychic pixie saw in her vision then they've been through something terrible." Bloom said worrying.

"Pacing and worrying about it isn't going to help, Bloom." Bella said.

"But at least they're safe now, right?" Flora asked.

"I don't know. If something's after them, it might come here." Bloom said.

"That's why we have to stand guard." Musa said.

"You got that right." Bella said.

"We have no idea what they've been through. I mean, they could just be suffering from shopping exhaustion." Stella suggested.

"Oh, Stella." Bella sighed.

"I don't think anybody, but you has ever suffered from that, Stella." Musa said.

"I've never slept four days after shopping." Stella said.

"That's right, you slept for a week." Tecna joked.

"Ha! Good one Tec." Musa said as Bella laughed.

"Will you check on them again, Tecna?" Bloom asked her.

"Nothing's changed. They're still asleep." Tecna said looking at her pad.

"Goodness, we should be sleeping ourselves. Tomorrow's the first day of classes." Flora said.

"You mean today is." Tecna corrected her smiling.

"You're right." Bella said.

"Oh, whatever! It'll just be a bunch of role-taking and introductions and stuff like that, it's no big." Stella commented.

"This isn't freshman year, Stel, we're sophomores." Musa said.

"That just means twice as many dances with Red Fountain." Stella said.

"I had a feeling you would say that." Bella said shaking her head.

"Night, you guys." Bloom said.

"Night." Bella said as they head to bed.

~Light Haven~

A disembodied voice is chanting positive affirmations.

"I truly love myself." Voice chanted.

"Not as much as we love you." Echo said.

"I love the birds in the sky." Voice said.

"Not as much as they love you." Echo said.

"I love Light Haven." Voice said as two guards are standing together.

"Dear friend, I hope you've stopped thinking about life beyond the clouds." Guard 1 said.

"I just want to know what's out there. This place is like a prison." Guard 2 complained.

"We don't use that word around here! This is a colony." Guard 1 rebuttal.

"So, wait, these people can't leave, I can't even think about leaving, but it's not a prison?" Guard 2 retaliated.

"It's a positive affirmation and re-education colony!" Guard 1 retorted.

"The people here are prisoners." Guard 2 complained again.

"No, they're not. They're guests. They like it here." Guard 1 rebuttal.

"Those three witches don't seem to like it too much. The ones in the virtual meadow? They're angry all the time. I don't see how you can just force people to be happy." Guard 2 said.

"You can. It just takes time is all." Guard 1 assured him.

~Virtual Meadow, Light Haven~

The Trix are walking through the virtual meadow.

"This is the tenth time we've walked to the horizon and ended up back where we started." Darcy complained in anger.

"If these flowers were actually alive, I'd kill them!" Stormy snarled.

"I'm so sick of this place, if only I had my magic." Icy growled.

"Ditto that." Darcy agreed when a voice starts to broadcast from a speaker.

"Good morning, happy guests, it's a stunningly beautiful day here in Light Haven Meadow, with temperatures at a pleasing 74 degrees. It's the kind of crisp, bright morn that makes you want to pull you neighbor into a warm embrace and say, "Isn't it wonderful to be alive?" Remember today is a gift, that's why they call it the present. Let us now take a few moments to quietly reflect on life's many bounties whilst listening to the soothing sounds of the Light Haven quartet." Voice announced as a man on a horse rides past.

"Get a load of this loser. Keep on prancing pal, we're not into lame." Icy insulted him.

"Yeah! Nice hair. Did Mummy do it for you?" Darcy mocked him when Stormy suddenly screams.

"We shouldn't be here! We used to rule! We were senior witches at Cloud Tower! And nobody messed with us! And we kicked as much fairy butt as we wanted! We picked on freshmen and sophomores everywhere we went! We stole the Dragon Fire, summoned the Army of Decay, took over our school, and destroyed Red Fountain! It's that stupid Bloom and Bella's fault we're here! If that sorry, meddling, goody-goodies hadn't interfered we'd be living large right now as the queens of the universe! I miss days of mayhem and chaos and torment! Dark skies, and thunderstorms, laughing at someone else's expense!" Stormy growled as she screams again.

"Remember the path to inner peace lies within. Happiness begins with you. And a good day is only a smile away. Think not of spreading evil or wreaking havoc, just listen to your heart's true desires." Voice said.

"But my heart's true desire is to spread evil and wreak havoc." Darcy said angrily.

"He can't hear you, Darcy." Stormy said.

"We have some wonderful activities planned for today..." Voice said.

"Would somebody please destroy that thing." Icy said angrily as the voice continues in the background.

"Well, we're not supposed to break stuff around here, but maybe it's okay if I calmly disconnect it." Stormy said as she goes to it.

"... after that we'll be having cupcakes and tea on the north lawn while...." Voice said as Stormy yanks on the speaker until it disconnects from the tree, but the voice doesn't stop.

"You've gotta be kidding me!" Stormy yelled angrily.

"... now here's an unfitting number from Chrissy Cutebutton." Voice finished before the speaker starts playing a song.

"Stormy, I feel like I'm going to gag." Icy said irritated.

"Alright, that does it!" Stormy yelled angrily as she throws the speaker, but they can still hear the song. "Shut up!" She kicks the speaker further away, but they can still hear it.

"I still hear it! Stormy, I can still hear it." Darcy complained, irritated.

"Stop the insanity!" Stormy screamed angrily when there are more speakers attached to nearby trees. Darcy finds one in a bush, Stormy finds one under a rock, and on fence posts.

"It's everywhere!" Darcy and Stormy yelled angrily.

"I'll tell you something ladies, one way or another I'm getting out of this place. And when I do, those losers Bloom and Bella are mine!" Icy snarled.

~Wizgiz's Classroom, Alfea~

"So, what can you girls tell me about opposites?" Wizgiz asked the class.

"Uh, I just read in Teen Fairy's dating column that opposites attract." Fairy 1 answered.

"Well, that's true, and in a way it's good news 'cause every force in the universe has an opposite." Wizgiz explained as Bloom is tired and falling asleep in class. "Of course, in a way it's bad news too 'cause for every good force, there's an evil force. And you may not even know it's there. All forces exist in direct relation to their opposite's. Take this sphere of paradoxical energy I'm holding." He holds out his hand but there's nothing there. "Notice the way it quivers and shakes as if it wants to take off, but for some reason it can't."

"Professor, you're not holding anything." Amaryl said.

"Huh? Oh, of course." Wizgiz said as he turns off the lights, and a green ball of light appears in his hand.

"What happened?" Fairy 2 asked him.

"Now, see that? The sphere of paradoxical energy. In a dark room it becomes a ball of light." Wizgiz explained as he turns the lights back on. "Anybody can see a light in a room full of darkness, but it takes a combination of strong magical power and awareness to see the darkness in a room full of light. I know this may sound complicated at first, but it's really just a matter of understanding the balance of the universe. Enadred's rule of opposing forces states that all opposites exist both- Bloom!" He called out her name as Bloom had fallen asleep at her desk, and wakes up with a scream.

"Yes, Professor?" Bloom answered.

"As someone with great power, I would think you'd be interested in knowing you had an opposite out there." Wizgiz said.

"I'm interested." Bloom said.

"Look at this symbol and think about it for a second. Tell me in a concise fashion what it represents." Wizgiz said.

"Concise fashion? You know, if you want to talk fashion, you should call on Stella." Bloom said as the class laughs.

"What I wanna talk now, is how you're gonna write me a three page report on Enadred's rule of opposing forces by next week." Wizgiz said as Bloom laughed nervously.

"Oh, Bloom." Bella sighed.

~Infirmary, Alfea~

Aisha and Layla are still sleeping on the bed, while Flora and Musa watch over them.

"One of them is waking up!" Flora said.

"Hmmm?" Musa questioned.

"They're gone." Aisha said.

"Who's she talking about?" Musa asked her.

"I don't know." Flora said when Aisha sits up suddenly.

"Get away!" Aisha yelled.

"It's okay, sweetie. You're safe." Flora assured her as Aisha looks at her hands.

"I've been asleep for four days?" Aisha asked.

"You can tell that just by checking out your hands?" Musa asked her.

"Piff? Layla? Kaylee? Where's Piff, Kaylee and my twin sister? I can't lost them! Is this still a nightmare?" Aisha panicked then she collapses onto the bed and falls back asleep.

"Okay, she's either a little whacked, or she's still half asleep." Musa said as Bella, Bloom, and Stella arrive.

"Yo, guys." Bella said.

"I think we're all half asleep today." Bloom said.

"Hey, how'd class go?" Musa asked them.

"Good, except Bloom got busted drifting off. Now she's gotta write some big report. So, they woke up?" Stella asked them.

"One of them did for a sec." Flora said.

"Was she okay?" Bloom asked them.

"I'm not sure." Flora said.

"She seemed out of it." Musa said.

"She's got the jumpies for some reason." Flora said.

"Well, we'll find out when she wakes up again." Bella said.

"She's suffering from post-winx-depletion syndrome. But based on my observations the worst of its behind her." Ofelia explained as Aisha wakes up again.

"Hey, easy. No one's gonna hurt you. You're at Alfea." Bella consoled her.

"What happened?" Aisha asked.

"We were hoping you could tell us." Musa said.

"You showed up here four days ago." Flora said.

"Please keep him away from us. You have to keep him away, please." Aisha begged us, scared.

"Hey, calm down. Everything's going to be alright." Bella reassured her.

"Who're you talking about?" Flora asked her.

"There's nobody here but us." Stella said as Aisha lays back down.

"I think she's still in shock." Bloom said.

"You were asking for Piff, Layla and Kaylee earlier. Would you like to see them?" Flora asked her.

"She's right over there. Ta da!" Stella said as Piff is sleeping on a nearby desk. "And Layla's right over there sleeping next to her including the other pixie." She pointed to Layla, who is still unconscious in the bed with Kaylee sleeping next to Piff.

"Piff! Sis! Kaylee! You're all okay. I was having nightmares, I thought you were all gone." Aisha said in relief.

"So, hey, you must be pretty hungry, right?" Bella asked her as Aisha's stomach growls.

"Oh." Aisha said.

"I'll take that as a "yes"." Bella said.

"Have some cafeteria food!" Stella said.

"Keep it down, Stel." Flora said.

"Why? What's the big deal?" Stella asked her when Piff wakes up and starts to cry. "Uh, what's it doing? Does it want the sandwich?"

"Oh, Stella." Bella sighed shaking my head at her.

"Um, Stella, Piff isn't even teething yet." Bloom said.

"Pick her up." Musa said.

"What?!" Stella questioned her.

"Pick up the baby." Musa simply said when Stella drops the sandwich on Aisha.

"Sorry." Stella apologized to her when they heard a groan and turned to see Layla waking up.

"Man, something must've made Piff cry if I was woken up from that." Layla groaned.

"Hey, Layla." Aisha smiled.

"Aisha! Sis! Thank heavens, you're okay! What about Kaylee?" Layla exclaimed.

"Don't worry, she's okay. Just still sleeping!" Aisha reassured her as Layla smiled in relief before looking at us.

"Uh...hello?" Layla said in confusion.

"So, you two are princesses from the realm of Andros." Bloom said.

"Yeah, that's right, my name is Aisha." Aisha introduced herself.

"And I'm her twin sister, Layla." Layla smiled.

"Cool, I'm Musa." Musa introduced herself.

"My name's Flora." Flora said next.

"And I'm Bloom." Bloom said third.

"And I'm Stella." Stella said fourth.

"And I'm Bella." Bella said last.

"Nice to see some friendly faces after what we've been through. We were trapped down in the Under-realm." Aisha said.

"Did you just say, "Under-realm"!?" Bella asked her in disbelief.

"Woah, for real?" Stella asked her.

"Bad things can happen to you down there." Musa said.

"Yeah, we know." Layla said.

"If you lose your winx it can turn you evil!" Bloom exclaimed.

"Well, that didn't happen to me." Aisha assured her.

"How do we know?! Huh?!" Musa asked cautiously.

"Take it easy, girls!" Bella said.

"Jeepers, girls, relax! Aisha's not evil neither is Layla. I can tell they has a ton of positive energy." Flora assured them.

"Thanks, Flora and Bella." Layla said.

"Sorry about that, Aisha and Layla." Bloom apologized.

"Me too." Musa said.

"Hey, me three." Stella said.

"That's okay, we're still feeling a little foggy and all." Aisha said.

"Flora's aero-magic tea should help." Bloom said.

"It's brewed from undome leaves. It will help you regenerate your winx." Flora explained.

"Thanks." Layla said.

~Throne Room, Shadowhaunt~

"Kerbog! There you are. Get over here!" Darkar demanded as a bat-like creature flies over to Darkar. "So, have you found my perfect sidekicks. Ones that are truly evil, and have style." Kerbog makes a noise. "Yes, they'll make a perfect entourage. Now, where are those nasty little witches being held?" It makes a noise again. "Light Haven, of course. Let's go pay the tree-huggers a visit."

~Light Haven~

"So, wait, wait, if they're not prisoners, then why are we guards?" Guard 2 asked.

"Because we're here to guard the guests. As in to protect them." Guard 1 replied.

"Protect them from what?" Guard 2 retaliated when Darkar in his shadow phoenix form appears. "I had to ask."

"Remain peaceful! But be ready to fight!" Guard 1 said in alert.

~Virtual Meadow, Light Haven~

A couple sits on a bench.

"Ah, what a beautiful couple. Young love is the fruit on which my happiness feeds. Yup, all you need is love. Come on, ladies, try it out." Darcy said but Icy groans.

"Stormy." Darcy called her name but Stormy growls. "Icy!"

"Alright. Oh, how the blossoms dance in the breeze on this lovely afternoon, it makes me oh so happy." Icy said sarcastically.

"Life is such a beautiful and precious thing." Stormy said but she growls again, and the couple on the bench flicker and disappear.

"If we're gonna try and get out on good behavior, you guys might wanna sound a little more convincing." Darcy said.

"I am so overcome with peace and—" Stormy said but was interrupted.

"Oh, forget it, Stormy. It's useless." Icy said frustrated when the blue sky turns dark. "Hmmm? What's going on?" She asked as the sky turns red and lightning strikes.

"Finally, some decent weather!" Stormy said smiling evilly.

"This looks really bad!" Darcy stated.

"Yes. Isn't it great?" Icy smirked evilly as Darkar appears and walks towards the Trix. "Oh my."

"It's get out of jail time, ladies." Darkar said.

"I like him." Darcy said smiling evilly.

"Now, you all belong to me, Lord Darkar." Darkar said.

"Whatever, dude, just get us out of here." Icy said as they walk towards Darkar and he wraps his arms around them, and they all disappear.

~Infirmary, Alfea~

"When we were little girls, my twin sister and I discovered a pixie village in the woods near our father's castle. They became our best friends. We'd sneak out and visit them whenever we could. But when we went last time, the village was empty except for Lockette and Blinky, who we found hiding. Shadow creatures had attacked the pixies while they were out picking jinjin blooms for the Autumn festival. The creatures kidnapped the entire village, only Blinky and Lockette managed to escape. So, we went to the jinjin forest and followed the trail the creatures left behind. The trail lead us down into the deep, into the dark heart of the Under-realm, into the kingdom of Shadowhaunt." Aisha explained.

"What?" Bella asked in shock.

"Shadowhaunt?" Stella questioned, terrified.

"My parents used to tell me I would go there if I was bad. I didn't think it was real." Flora said.

"Neither did we. But after wandering through the caves, we saw the legendary castle in the rocks. And that's when we heard it: a horrible shrieking like nothing we ever heard before. And then he appeared." Layla said.

"If I had known you could have pixies delivered I would have ordered in in the first place. Hand them over!" Darkar (flashback) demanded.

"Was it the Lord of Shadowhaunt?!" Flora exclaimed.

"Yes." Aisha said.

"No way!" Bella exclaimed in shock.

"What did he look like?" Flora asked her.

"First he was a bird, then he was sort of a guy. And he's got dark powers that are stronger than anything I've ever seen before. And now he's got all the pixies. Except for Piff and Kaylee." Layla said.

"What does he want from them exactly?" Bella asked her.

"We don't know, but we're scared something really horrible is happening to them." Aisha said, scared as she and Layla starts to cry. "And they're counting on me and Layla to save them. But we don't know how we're gonna..."

"Come here." Musa said as she and Bella hugs Aisha and Layla.

"We'll do whatever it takes to help you two, Aisha and Layla." Bloom said.

"You bet we will." Flora said.

"Really?" Layla asked us in hope.

"You can count on it." Musa said.

"That's right, we're gonna get those pixies back!" Bella said determined.

~Hallway, Light Haven~

The Trix are disgusted to see they are still in Light Haven.

"We're still in Light Haven!" Stormy yelled.

"Great, some breakout." Icy said sarcastically.

"At least we're out of that stupid meadow." Darcy said.

"I want out of these robes!" Icy said angrily as Darkar casts a spell and the Trix's outfits change. "Much better."

"There they are! Come on!" Guard 3 yelled and the guards run into the hallway.

"No way am I going back! Electric storm!" Stormy growled as she fires a spell at the guards, but it barely affects them.

"Ice Wall!" Icy casts as she uses magic to create a wall of ice in front of the guards, but they smash through it.

"Our power's so weak." Darcy snarled.

"Fear not, ladies. You're with me now. And no one messes with Lord Darkar's personal witches." Darkar said as he uses magic to give the Trix powerups. "My magic will be your magic when you wear my marker, and you will belong completely to me." Glowing jewelry appears on Stormy's right wrist, Darcy's left wrist, and around Icy's neck. "Look at me, surrounded by the three most beautiful and dangerous witches ever to walk the halls of Cloud Tower. I'd say if they could see me now, but they'll be seeing me soon enough. And when they do, they will cower before me, and the entire universe will answer to Lord Darkar and his witches. Okay, ladies, it's showtime!" He laughed evilly.

"This feels awesome!" Stormy grinned evilly as the guards run at the Trix.

"Alright, ladies, it's officially witch up hour. So, show me what you've got." Darkar said.

"Time to test drive our hot new bling. You're up first, Darcy!" Icy snarled.

"Mesmerizer!" Darcy exclaimed as she casts a spell on the guards that blinds them.

"All I see is darkness!" Guard 4 exclaimed.

"Affirmate! Focus and think positive thoughts. Remember, men, victory comes from within. Now!" Guard 5 commanded as the guards break the spell and continue to attack.

"Come on!" Stormy growled.

"Let's finish 'em off, Stormy!" Icy yelled.

"You got it!" Stormy said as she and Icy combine their powers and attack the guards, freezing them solid.

"That's the problem with positive thinkers. They just never know when it's time to give up." Icy said.

"Now, hear me. I'm taking you to Shadowhaunt." Darkar said.

"No way!" Darcy exclaimed.

"Soon, you witches will be known far and wide as the three queens of the Under-Realm. Now, let's get out of here." Darkar said as he laughs evilly and uses magic to break out of the hallway, transforms into his phoenix form, and conjures a portal.

"Very cool." Icy commented as the Trix fly with Darkar into the portal and disappear.

~Winx's Dorm, Alfea~

"Bloom, are you okay?" Bella asked her as they stared out the window.

"This theory of opposing forces says that opposite energies react when they're near each other. I think we can feel our opposite somewhere out there. And it's growing stronger." Bloom said.

"In that case, we have to be prepared if it comes our way." Bella said seriously and narrowed her eyes and Bloom nodded in agreement.