~Entrance, Red Fountain~

"Sure, the ground breaking ceremony stuff will be fun, but the post party promises to be the highlight." Stella said as they walked towards the entrance of Red Fountain. They walked behind Avalon.

"I agree." Bella said smiling.

"Sky said they hired an awesome DJ." Bloom said.

"Yeah, they got DJ Mirage, he's brilliant. With him at the turn table it's guaranteed to be a great party." Musa said excited.

"Musa, Aisha and Layla are gonna be in the half-time show, Professor." Bella said.

"Terrific, I look forward to it. I have to get to the honor box, but I'll see you at the party." Avalon said.

"I thought you were sitting with us." Bloom said.

"That's correct. Codatorta invited me to sit with him. He has wanted to meet with me since he found out I'm a champion dragon-wrangler." Avalon explained.

"That is so cool." Bella said.

"So, I will see you all later." Avalon said as he left, and Bloom sighed in happiness as she watches him go. Then, Lucy and two other witches walk up.

"You can't seriously be falling for him, Bloom." Bella said, shaking her head.

"I have to agree with Bella, Bloom." Aisha said.

"Hey! I'm not." Bloom said.

"Hey guys, there are a group of witches coming this way." Layla said.

"I bet they're trying to crash the party." Tecna said frowning.

"I'll check the guest list." Digit said as Lucy and the witches walk past, ignoring Mirta who is standing nearby.

"I heard they invited the witches as a good will gesture, 'cause we all fought together last year." Musa said.

"That's cool, as long as they don't cause any trouble." Bloom said.

"Well, I'm keeping an eye on them." Bella said as they walk inside the school. Behind them, the Trix walk up in disguise.

"You sure it's a good idea sneaking in with the witches?" Darcy asked.

"If any of these girls recognize us they'll be too scared to do anything." Icy said.

"Yeah we spent years bullying them." Stormy said.

"We have to get the codex quickly." Darcy said.

"Then let's just go and grab it." Stormy said.

"First we have to find the piece that's being kept here." Icy said grinning.

~Grounds, Red Fountain~

Tecna was playing a game with Digit, Alexa and Kaylee were talking with the other pixies, Bella, Aisha, Layla and Musa were standing beside Bloom, Stella, Tecna, and Flora as they sat on the benches.

"There are so many cute boys here. You know, Flora, I predict that you're going to meet someone today. Remember that Teen Fairy quiz we took said you were ready for romance." Chatta said smiling as Flora smiled warmly.

"Look, the boys are here." Stella said as Bella felt Levi's arms wrapped around her from behind.

"Well hello, Levi." Bella giggled as she turned around in his arms and kissed him on the lips.

"Hey, my Bella." Levi smiled. "Ah, I wish these boys would stop looking at you like they want you." He sighed as he glared protectively at the boys who are looking at Bella and she looked to see that he was right.

"They can look all they want, but know that you are the only one for me." Bella said smiling at him and he smiled back at me. Layla then was awestruck as she stared at Tyler. Tyler was in front of her as a bunch of heart bubbles background surrounded them.

"Hey, I'm Tyler." Tyler introduced himself.

"Uh, hi. I'm Layla." Layla said shyly as Aisha smiled at her.

"Let us formally welcome you, ladies. Fortute et armis." Sky said.

"Oh, how nice. Is that Latin for "me castle e su castle'"?" Stella grinned.

"Hey, the hero's welcome is a centuries old tradition. How about a little decorum." Tune said.

"So, are you psyched for the dance or what?" Sky asked them.

"Yep." Bella said smiling.

"You know it. In fact, Brandon and I learned the rumba." Stella said smiling when a specialist walks past.

"Hey, Stella." Specialist greeted her.

"Hi." Stella greeted him back flirtatiously. "You know Pete? He was my fifth grade boyfriend." Brandon frowned at that but smirked.

"Sure, Pete was the one who told me all about your middle school nickname. Your hair was so frizzy they called you Frizztella." Brandon said as Stella pouts and Tecna laughs.

"I'm excited to see how they redid the stadium." Bloom said smiling.

"Me too. My dad said they went all out." Sky said.

"Hey, I was still searching for the right conditioner, but it was middle school, cut me some slack." Stella muttered.

"Relax, Stella, you know we all had nicknames. I was Brandido." Brandon said as they all start walking towards the stadium.

"You've been pretty busy lately, haven't you?" Sky asked her.

"I guess." Bloom said.

"Too busy to go magi-skating tomorrow?" Sky teased her.

"I can fit that in." Bloom grinned.

"Then it's a date." Sky said smiling.

"Oh, wait! I have to get started on Professor Avalon's paper." Bloom said smiling.

"Uh, who's Professor Avalon?" Sky asked her.

"He's our new teacher. He's teaching master's workshop." Bella answered.

"And he's the best ever!" Bloom gushed out smiling.

"Wow, that's great. It sounds like he's really something." Sky said jealous.

"Oh, boy." Layla muttered.

"I'm with you there, Layla." Bella sighed.

"Oh, I almost forgot, he has to approve my paper topic." Bloom said.

"I'll go with you." Sky offered.

"No, just save me a seat." Bloom said as she runs off with Lockette following her.

~Entrance, Red Fountain~

"Let's wreak some havoc." Stormy said.

"No, he said wait by the stairs, we'll wait by the stairs." Icy said.

"Oh, give me a break, Icy, since when do we wait around for a guy?" Darcy questioned her.

"Lord Darkar is not just a guy." Icy said smirking.

~Hallway, Red Fountain~

"Hey Riven, are you competing today?" Musa asked him.

"I'm winning today." Riven stated smirking as we enter the stadium. Helia is sitting alone on one of the bleacher sections, drawing some birds.

"From my calculations, this is the best angle to watch the event." Tecna said.

"Hey, who's that?" Layla asked as she saw Helia.

"Is he a transfer student?" Bella asked them.

"That's Helia." Brandon said.

"Helia is Saladin's nephew." Levi said.

"Is he going to be in the competition?" Flora asked them.

"No, not him. He's not a hero. He goes to art school but Saladin's trying to convince him to transfer here." Brandon said.

"The problem is he's a pacifist and doesn't believe in battles." Timmy explained.

"I want to meet him." Flora said

"Helia, these are my friends. Let me introduce you; this is Flora, and that's Tecna—" Brandon said.

"And I'm Princess Stella of Solaria." Stella interrupted as Flora huff annoyed and Bella shook her head at Stella. "And I'm a great supporter of art."

"Stella." Bella cleared her throat.

"What?" Stella asked her as Helia stands and bows.

"I'm honored to meet you." Helia said.

"With all due respect, Helia, why are you painting with antiques?" Tecna asked him.

"You can simulate any kind of art with a digi-sketch from goblin cave paintings to contemporary realism. My cousin sells them, he can get you a deal." Digit explained and beamed as Helia raised his eyebrow at her.

"Let me see you work." Stella said as she takes Helia's sketchbook from him. "Wow! You're perfect to do my royal portrait." She passed it Flora who gasped at that. "I'll have my people call your people."

"Your brush strokes capture the dove's movements so beautifully, it's like it's wings hug the clouds, and the sky and the dove become one." Flora commented smiling as she give the sketchbook back to Helia.

"That's what I had in mind; I love that you got that." Helia said in awe as Flora giggled and smiled with her teeth showing.

"Yeah, that's Flora for you." Levi said smiling.

"It's really nice to meet you, Helia." Flora said smiling as Bella smiles happily at her.

"I knew she would meet someone; I just knew it." Chatta said to Amore grinning as she and Amore giggle.

~Entrance, Red Fountain~

Bloom is running around looking for Avalon with Lockette flying by her side as she runs past the Trix in disguise.

"We cannot be recognized no matter what." Icy smirked.

"Umm, sorry to bother you, but did you see any tall handsome professor pass by here lately?" Bloom asked them as they turned around but quickly turned back.

"Uh no, only short and ugly ones." Icy answered with a fake voice.

"Okay, thanks." Bloom said as she runs off, Lockette follows but is suspicious of the Trix.

"Is she on to us?" Stormy asked.

"Let's lie low just in case." Icy snarled.

~Stadium, Red Fountain~

The ceremony is starting, Bloom finds the others and sits with them.

"Did you find Professor Cutie?" Stella asked her smiling as Bloom sat next to Bella.

"I couldn't find him, but I didn't want to keep looking and miss the beginning of the ceremony." Bloom said smiling.

"You got here just in time." Bella said smiling as Codatorta walks to the middle of the stadium.

"It is my great pleasure to welcome you to the Red Fountain school for Heroics and Bravery. To all who fought in the great witch invasion of '05, we say thank you. Now, to welcome you to the long awaited dedication ceremony of our new campus, here is our esteemed Headmaster, Professor Saladin." Codatorta announced as Saladin take the stage.

"I would like to thank the generous donors to our capital fund. And now everyone, the moment you've all been waiting for!" Saladin announced as he starts to glow, and the school starts to shake and rise.

"Whoa!" Bella exclaimed.

"What's going on?" Tecna, Aisha, Layla, Musa, Stella, and Bloom asked.

"It's an earthquake!" Lockette said.

"Oh no!" Stella said worrying.

"Everyone, relax!" Bella said.

"I think this is part of the show." Bloom reassured as the school starts to crumble.

"What a scary show." Lockette said.

"They could have just cut a ribbon." Bloom said as the old campus crumbles into the ground, and the new campus rises from the debris.

"Ladies and gentlemen, our new campus!" Saladin announced as the crowd clamors and cheers as the new stadium is revealed. "The center-piece of our new campus is our state of the art stadium, which we've upgraded in the hopes of hosting the 2012 Magic Games. It features five royalty boxes, an elixir bar, and an invisible stage. It's a place for athletics and dramatics, it's a place where we'll create new memories for years to come!"

"We now declare the stadium open!" Codatorta said as dragons flew outside of the stadium with specialists riding on them.

"The acoustics here are awesome. I can't wait for our show." Layla said.

~Red Fountain Ruins~

"Hey, witches, why weren't you waiting where I told you to be?" Darkar questioned them.

"We don't wait more than ten minutes for anyone." Icy said.

"You have so much attitude I should destroy you. But then again I kind of like it." Darkar said.

"I thought that you might." Icy smirked.

"It's gonna be fun taking over the world with you." Darkar laughed evilly.

~Outside, Red Fountain~

Bella, Bloom, Stella, and Flora are sitting on the ground outside the stadium, while Tecna plays a video game nearby.

"I hope Helia's going to be at the post party." Flora said as she smiled dreamily.

"We should find him and make sure he's planning on going." Bella suggested.

"Judging by the way he was crushing on you earlier, I'm sure he'll be at the party if we tell him you're going." Bloom smirked in amusement.

"Don't mean to interrupt but Riven and Sky are up next." Brandon said as he, Levi, and Timmy came to them.

"I'm up after Brandon and Levi." Timmy said.

"So you're competing too?" Bloom asked him.

"Timmy's in the squad ship parade." Levi said.

"I can't wait to see that." Chatta said as we stood up.

"I'll meet you over there. Okay, Digit, 5034." Tecna said as she continues to play her game, and we leave, Timmy looking disappointed. In another part of the grounds, Musa, Aisha and Layla are walking together.

"When the music starts, I'll come out and say, "This one goes out to our Red Fountain peeps"." Musa said.

"That's when I'll come out and do the Tide walk." Aisha said as she does a dance move. "Ta-da!" Darcy walks past.

"That's strange, that girl sounds awfully familiar." Musa said.

"What's wrong Musa?" Layla questioned.

"Bet it's Darcy." Musa called out.

"Curses!" Darcy yelled and ran off.

"That's her. Come on, let's go." Musa said as they toss their drinks aside and run after them. Tune watches them go and sips her tea. Tecna and Digit are still playing their video game.

"Game over! I win. Yay! Now, you should get over to the stadium and see Timmy." Digit said as Tecna leaned against the tree and frowned.

"But I feel so uncomfortable around him." Tecna said.

"Come on. Just show me the dream you had, and we'll talk it through so that way it stops weirding you out." Digit said.

"Alright, but promise you won't make fun of me." Tecna said.

"I promise." Digit vowed as Tecna pulls out a gadget and clicks a button. A headset appears on her face and she and Digit enter her dream.

~Tecna's Dream~

"I dreamt that Timmy and I were alone in this incredible cyber kingdom. Everything felt magical and beautiful. It was like our true selves were revealed to each other. I had all these feelings. It was totally overpowering." Tecna (narrating) as she laughs and flies through the cyber kingdom with Timmy. "And then, just as he was about to kiss me, I woke up."

~Outside, Red Fountain~

Tecna and Digit exit the dream.

"So, now do you understand why I've been so uncomfortable around him?" Tecna asked her sadly.

"Would you start acting logically and go find him?" Digit scolded her as in another part of the grounds, Darcy is running from Musa and Layla.

"Where did she go?" Musa questioned.

"I think that way." Layla said as they come across Tecna on the ground.

"Tecna, are you okay?" Musa asked her.

"What is going on?" Tecna asked them.

"Did someone just run by?" Aisha asked.

"Negative." Tecna said.

"Sensors haven't picked up anything." Digit said.

"We were chasing Darcy." Musa said.

"Totally illogical. No Trix should come alone to Specialist Central when all of us fairies are here." Tecna said.

"You're right. I didn't really get a good look but then she ran away when we called out." Musa said frowning.

"If it was her, I'm sure she'll show up again." Layla said.

"Me too." Aisha said.

"Let's tell Bella and the others about it, and keep our eyes open for her, just in case, you know what I mean?" Musa suggested.

~Throne Room, Shadowhaunt~

"Kerbog, Red Fountain's unveiling a new campus, and we forgot to send them a gift. Shame on us." Darkar said as he uses his magic. "Forces of the realm of horror and dread, creep and crawl, grow and spread, turn this bird into a beast, that on young fairies loves to feast. Arise! Oh, yes." He casts as Kerbog grows into a large, winged monster. It bursts out of Shadowhaunt and flies away.

~Stadium, Red Fountain~

Sky and Riven are dueling each other in the stadium. Riven throws a gadget at Sky that releases a gas, temporarily blinding Sky.

"Can he do that?" Bloom gasped.

"Sure, this isn't the foil fencing competition, this is the Extreme Fighting event." Musa said smiling.

"So, when did that become a sport?" Stella asked.

"Exactly three years ago." Digit said as Sky recovers from the gas, and goes back to fighting Riven. Sky uses his leg to trip Riven, defeating him.

"Good job, Sky." Bloom cheered.

"When is Timmy up?" Tecna asked.

"Take a deep breath." Digit advised as Sky offers Riven a hand up.

"Good fight." Sky said.

"Man, you always win." Riven said as he stands without taking Sky's hand. "Everything comes easy to you, it's like everything falls into your lap."

"That is not true, Riven, and you know it." Sky said as Riven walks away.

"Sorry. Good fight." Riven said.

"Huh?" Sky said confused.

"Alright! Stella, your BF's up next." Bella said.

"I hope Riven's okay." Musa said.

"Brandon's up against a senior." Stella said as the winged monster flies towards Red Fountain, while Brandon steps into the stadium.

"Hey, don't worry, dude, he might be a senior, but you can take him. I totally believe in you." Sky said.

"Thanks, buddy, I appreciate that." Brandon said.

"Remember what we were discussing in Codatorta's class: don't think too much, just trust your instincts." Sky advised when a large shadow falls over them.

"Woah, what's going on here?" Brandon asked.

"Looks like we have a guest." Sky said as the winged monster flies closer to the stadium and he and Brandon cry out in alarm. The crowds scream and start rushing towards the exit.

"Come on, girls, let's go!" Bella shouted.

"Let's do it!" Tecna, Stella, Musa, Aisha, Layla, Bloom and Flora shouted.

"Magic Winx!" Bella shouted as they all transform. 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. "Ancient Fire-Water Blast!" She shoot a blast of fire and water power at the monster with Bloom and Stella, but it does nothing. "What happened!?"

"It's absorbing our magic!" Stella said.

"That thing's powerful!" Sky said as Bella, Bloom, and Stella flew down to him, Brandon, and Levi.

"Yeah." Bloom said.

"Not to mention gross." Stella cringed in disgust.

"That's a flyo dragonus." Flora confirmed.

"Right, but I thought they were extinct." Stella said.

"Junior brigade, position yourself on the bleachers." Codatorta ordered.

"Let's attack together." Bloom said.

"Yeah." Bella said as they flew up.

~Grounds, Red Fountain~

"Let's go!" Guard commanded as two guards run for the stadium. Stormy watches them go and laughs at the sight of the monster destroying the stadium.

"Nice. Very nice. Okay, enough of these cutesy outfits." Stormy said as she uses her magic to get rid of her disguise, then breaks a window. Icy also gets rid of her disguise.

"Let's go get the codex." Icy smirked as she freezes another window and smashes it.

~Stadium, Red Fountain~

We are still battling the monster. Bella and the girls launch our attacks at the monster again, but nothing works.

"Okay, this is getting ridiculous!" Bella said frustrated.

"It gets stronger with every attack." Stella said frustrated.

"Let's go!" Codatorta ordered as he leads a group of students riding dragons into battle.

"Nothing I try is working." Layla said.

"It's gotta have a point of vulnerability, right?" Stella asked as they look at me and Bloom.

"I knew I should have paid more attention in Monster Bio." Bloom said frowning.

"Form a single line." Timmy instructed as he was helping people leave the stadium when a guard comes up to him. "What's up?"

"I'm to pass this alert to you immediately." Guard said as he opened up his palm with the message written in it and Timmy reads the alert.

"Oh no. Man, this is bad, this is really bad. We have to alert Codatorta right away." Timmy said as he pulls up a mini-screen on his sleeve. "Red Dragon alert, Red Dragon alert." He alerted as Codatorta landed his dragon in front of Saladin.

"I'm on it, Timmy." Codatorta said as he goes to Saladin and shows him the alert message. "We have intruders."

"In the tower?" Saladin questioned.

"I'm afraid so, sir." Codatorta said.

"If the wrong person gets the codex the whole magical universe could be in danger. We have to protect it at all costs." Saladin said.

"But what about the monster? We can't just allow it to rampage all over our new campus like this." Codatorta said.

"Let's leave Bella, Bloom, Levi and Sky in charge here, I think they can handle the monster." Saladin said.

"Alright, I'll alert the guards." Codatorta stated as Sky is riding a dragon and has a close call with the monster. Small red fountain ships are being deployed and attacking the monster.

"Okay, this is the strategy: I'll distract it and you attack." Flora devised.

"Let's go." Bloom said determined as Flora flies up to the monster, and it spits grey goo at her.

"It got her!" Levi shouted.

"No!" Bella shouted in horror as Flora is so covered in the goo that she can't defend herself then the monster roared at Flora and was about to eat her.

"Get away from her!" Aisha yelled in terror.

"Flora, get down!" Tecna shouted.

"I can't see." Flora said.

"Flora!" Bloom shouted as Flora screamed in fright when the monster goes to attack but is suddenly held back by thin cords.

"How did that happen?" Brandon questioned.

"Look! It seems like we have a new hero." Sky said smiling.

"And who's that?" Brandon asked him.

"He's over there." Flora said pointing to Helia who is holding the other end of the cords. "Helia!"

"Helia? How could an art student do that?" Brandon questioned.

"He is Saladin's nephew, so heroics must be in his blood." Levi said.

"Are you okay, Flora?" Helia asked her smiling.

"I- uh-" Flora stammered smiling as she put her hands on her face.

"She's alright." Sky said and chuckled amusedly as Helia releases the cords from around the monster and they retract back into the glove he's wearing.

"Hey! Why did he let it go?" Bloom shouted shocked as the monster roars and Brandon and Sky ride their dragon out of the way.

"That Helia is some pacifist. He fights to protect Flora but not anyone else?" Stella questioned angrily.

"It's completely illogical, if you don't believe in fighting, don't fight at all." Tecna stated frowning and angry.

"Cut it out, you two! At least he gave us an idea on how to defeat it!" Bella scolded them.

"Sorry." Stella and Tecna apologized as Helia walks away, and the monster continues to destroy the stadium.

"That boy Helia is so romantic." Amore commented as the red fountain ships continue to fire at the monster, but it isn't having an effect.

"We should use Helia's strategy and try to get the monster tied down." Sky said.

"We'll need the entire archery battalion. Bella, Stella and I can coordinate it." Bloom said.

"We'll get the dragons." Sky said.

"Good idea, we'll use them to get as close as possible so we can spot it's point of vulnerability. Tecna can direct the position." Levi said.

"Once that thing's restrained we can use the five swords blast. You know, the one you taught me?" Riven smirked.

"That's a great idea, Riven, let's do it." Sky said smiling as Levi, Riven, Brandon, him, and Timmy ride their dragons into position. "Alright, guys, let's move in close."

"Tec, the archery battalion's ready." Bella said.

"Okay, Sky, clear a radius of twenty feet around the monster." Tecna said as the archers get into position.

"Fire!" Bloom commanded as the archers fire and ropes latch onto the monster's limbs and around its neck.

"He's about to break free." Brandon yelled.

"Hold on tight, guys!" Bella shouted.

"He's too strong!" Levi shouted struggling.

~Hallway, Red Fountain~

"The senior guard is searching the building." Codatorta said.

"We can't let anyone get to the codex." Saladin said.

"If we flank the scale in Justice hall we'll be able to protect the Veritas chamber." Codatorta said.

~Stadium, Red Fountain~

"It's gonna break free!" Flora panicked.

"How about we try assisting attack, Flora?" Bella smirked at her and she nodded. "I'll start and you attack. I'll boost your powers. Grassy Whistle Terrain!" Bella created a leaf whistle and blew a pleasant melody as a green circle of water leaves appeared below Flora increasing her powers. The monster roars, and the ropes start to snap.

"Ivy web, grow and spread." Flora casts as she uses a spell to grow vines to add to the ropes. The cover the monster.

"Tell them I found that thing's point of vulnerability." Tecna said.

"Hey, guys, get ready." Bella called.

"Swords in!" Levi commanded as he, Riven, Brandon, Timmy, and Sky bring the points of their swords together.

"Go now!" Tecna instructed them.

"We got ya!" Timmy said.

"Fire, guys!" Sky ordered as they attack, and the monster starts to break Flora's vines. "Retreat now!" The monster flickers and explodes, Kerbog returning and flying away.

"Oh yeah, we got it!" Bloom said smiling.

"That's what I'm talking about! Yeah!" Bella cheered.

~Justice Hall, Red Fountain~

"If there's an intruder you can resort to any means necessary. We cannot let them reach the Veritas chamber." Codatorta said as the guards ready their weapons.

"I found them." Icy said.

"Come back, there's too many of them." Darkar said.

"But-" Icy protested.

"Come back." Darkar commanded.

"As if I couldn't take those losers." Icy whispered harshly and she leaves.

~Outside, Red Fountain~

"I'm so proud of you. I'm giving you all extra credit for saving Red Fountain." Avalon said.

"Alright! Thanks." Bloom said grinning.

"I was taking a tour and by the time I got back to the stadium the fight was over." Avalon said.

"You could have destroyed that monster in a second." Bloom said smiling flirtatiously at him.

"Yeah, right, I would have liked to have seen that happen." Sky scoffed jealously behind the tree as Bella walked passed him and shook at him when a paper plane floats past and lands next to Flora. She unfolds it and it is a drawing of her. Flora gasped as she stands up and looked around. She smiled and hummed dreamily as she hugged the picture close to her chest and Bella giggled at her.

~Shadowhaunt~

"So, how did you like that beast I created? Pretty exciting, huh?" Darkar asked smiling evilly.

"You're the man, LD. You rock my world, you really do. But what I don't get is why you didn't let me take out Saladin and his squad of dweebs." Icy said.

"What's the fun in destroying them when they most expect it? Now that we found the codex, we'll get it when we want. And then, when we get all four parts of it, ladies, we'll take over the entire universe. The Under-realm will be The Realm, and Shadowhaunt will become The Haunt." Darkar cackled evilly.