Stella returns to Alfea, with Bloom. As they enter the school, the two are quiet and hang their heads low with a sad expression on their faces. When they enter the building, Stella tries comforting Bloom by putting her hand on her shoulder.
They enter their darkened dorm room. Flora opens her door with a sleepy face and walks to the light switch and turns it on. Light is suddenly cast onto the room, causing Bloom to squint her eyes. Flora sees Bloom and holds her hands, happy to see that she has returned. This alerts Tecna and Musa as they head out their room to greet her. Bloom tells them she is happy to see them again, but Musa notices that Bloom is unhappy. Griselda is already at the door and she too wants to hear what has happened and summons Bloom to Faragonda's office.
While in Faragonda's office, Bloom is seated at Faragonda's desk. Griselda pours some hot milk for Bloom to comfort her. Bloom takes the glass with a slight smile. Faragonda sits down and asks what had happened. Bloom begins her explanation - she returned to Gardenia because she felt she was not good enough for Alfea and that this decision was difficult.
She reveals to Faragonda that she has learned who she really is: the long lost heir to the throne of Domino and the keeper of the Dragon Flame. Her sister, Daphne, who protected Bloom, gave her that crown at Lake Roccaluce as a symbol of her sacrifice. Faragonda says that Bloom is the embodiment of that symbol, which shocked Bloom and she asks why Faragonda did not tell reveal her origins to her. Faragonda explains that it was best if Bloom found out on her own, Bloom then reveals that the Trix were the ones who revealed the truth to her and that they had stolen the Dragon's Flame. Faragonda gasps at the revelation and walks to her window, Bloom then asks what is going to happen and Faragonda replies that she does not know but it will not fare well Magix.
At Cloud Tower, the Witches are having their meal when this peaceful meal is interrupted by the Trix's arrival. The witches are shocked to see them and Griffin becomes angry at the sight. She encases them in green blob but Icy freezes it. It shatters and the shattered pieces are hurled at Griffin, sending her off her feet, who lands on and breaks her table. Seeing that, Zarathustra and Ediltrude jump over to her and check on Griffin.
Zarathustra scolds them for their behavior and Stormy mocks their authority. Now, Stormy summons a tornado which swoops everyone up and around the room in midair. It tosses Zarathustra and Ediltrude out the window. Then the tornado dispels and the students start plunging towards the ground, Griffin jumps down and teleports her students safely onto the ground. After that she teleports behind the Trix, summons a purple orb and throws it at them. Darcy catches it with ease, shrinks and dispels it with just her fingers. Icy now proves her strength and power by blasting Griffin and freezes her hands and lower body against a wall. She then declares that the Trix are now in command.
After overthrowing Griffin, the Trix announces their changes to the witches. This causes Knut to tremble in fear and the witches looking perplexed. The Trix laugh at their first successful conquest and now, with an imprisoned Griffin, Zarathustra and Ediltrude, Icy and her sisters take Griffin's seat in the main room.
Icy will be sending them and their students into Cloud Tower's dungeons. The students express their disapproval, leading Icy to call them ungrateful and Griffin calling them crazy. Icy dares Griffin to say it again, looking at her with deadly eyes. Griffin backs away in shock. And now, Stormy announces their next plan: calling forth the Army of Darkness. Griffin frantically explains that the Army of Darkness is dangerous and will cause total chaos as no one has ever successfully manipulated them. Icy sets out to prove her wrong and to demonstrate their powers, the three of them enter the Castle Crypt and there lies the book to summon the Army of Darkness.
At Alfea, Wizgiz and Palladium are in Faragonda's office as the three discuss this matter with Saladin. Saladin is not worried, hypothesizing that the Trix do not know how to use the Dragon's Flame, but Faragonda reasons that they can compensate that with their ambition and ruthlessness. Saladin understands and he orders Red Fountain to be alert and hangs up. Wizgiz asks about Cloud Tower and Faragonda answers that there has been no response and it is worrisome.
The Winx are in Flora and Bloom's room. They all sit together on Bloom's bed while she lays there tormented over what has happened, Bloom tells them what she feelings; putting the whole magic dimension in danger and that she is no longer a fairy after losing her powers. While she embraces Kiko, the phone rings and Stella answers it. It was Sky, hoping he could talk to Bloom. Stella tells him that she cannot and he hangs up with an anxious expression and goes somewhere else. Riven was watching and heads off to tell Darcy.
He rides his wind rider to Cloud Tower and up to Griffin's office where Darcy is waiting. He enters through the window and asks them when Griffin permitted them entry to her office, Stormy answers that they had actually seized it from her. Riven does not understand but he is certain he does not like it. The Trix now surround him and Stormy expresses their gratitude for Riven's spying skills, enabling them to prevail over the Fairies. Riven realizes he was just a tool and is now enraged, he tries to attack them with his sword but fails, Darcy then casts a spell and the room is veiled into total darkness.
Then the Trix appear before Riven, larger than he and knocks him out. In their old room, the Trix begin their spell to summon the Army of Darkness, rain begins to pour and the Army of Darkness manifest, thousands of purple bug-like creatures appear, some form together to create large purple versions and they surround Cloud Tower, some entering the premise, startling Knut. After finishing the summoning, the Trix walk to the terrace, there, it is evident of the Army of Darkness' massive size.
Soon, dark clouds shroud the skies and at Alfea, Tecna points out that it will start to rain. Rain starts to pour and the Alfea students who were outside run for cover and the invasion of the Army of Darkness begins. They climb everywhere, including the window the Winx were looking through; it was enough to cause Stella to blast their window. Palladium comes to their room, telling everyone to get out and that the school is under attack. The army continues their invasion, occupying all sectors of the school. The Winx arrive outside, a classmate blasts some of the creatures, and the girls, excluding Bloom, transform to help everyone defend their school.
Griselda runs to Faragonda's office to update her on the situation and it is dire, the creatures have already swarmed the east wing and are heading to the laboratories. Faragonda quickly stands on her feet as she is talking to Saladin and he tells her Red Fountain's situation is just as horrible and he need to help his students and hangs up.
At Red Fountain, the situation is just as Saladin had said, the army is terrorizing and attacking everyone but the specialists are holding their ground. After awhile of fighting, an airship arrives at the scene, its doors open, revealing three armed soldiers and Diaspro. The three armed soldiers begin shooting the monsters. A rope is then let down from the ship for Sky.
Sky finally notices them and Diaspro calls out to him, saying that she has come to retrieve him. Sky is determined to stay at Red Fountain to defend the Magic Dimension. Diaspro resists and reasons that the "peasants" should be doing the fight and not the prince. Sky disapproves of Diaspro's justification and cuts the rope, seeing as Sky has outright rejected their "rescue" Diaspro gives up and angrily walks away from the airship's door. Her mission has failed and she and the soldiers leave.
- Icy, Darcy, and Stormy take over Cloud Tower.
- Bloom is not scolded for running away.
- Faragonda reveals that she knew about Bloom's past.
- Icy, Darcy and Stormy summon the Army of Darkness.
- The Winx have not forgiven Sky and Brandon for deceiving Bloom and Stella.
- The Trix end their relationship with Riven because his usefulness is now over.
- Sky decides that protecting the Magic Dimension is more important, ending his relation to Diaspro.
- Sphere of Oblivion - Used by Darcy against Riven.
- Compu-Blast - Used by Tecna to protect Musa from a creature of the Army of Darkness.
- In the 4Kids version, scenes from this episode, episodes 18 and 20 are merged to create the sneak peek episode: "Attack of the Senior Witches".
- Scenes from this episode and episodes 20, and 22 - 26 are used in the Special "The Battle for Magix".
- In the 4Kids version, some of the witches in the beginning of the episode are voiced by Veronica Taylor and Lisa Ortiz.
- Some of the chairs and tables in the background overlap Griffin when she sees the Trix.
- When Bloom gets up from her bed, her sleeves are blue.
- As the Trix blast Riven, Stormy raises her right arm, but instead of being in front of Icy it is behind.
- As a green-haired Specialist is fighting against a creature of the Army of Darkness, his sword goes through his body.
- On occasion, Sky's gem would be the color of Riven's gem.
- At Cloud Tower, after the tornado stops and Griffin jumps down and teleports everyone to safety, the majority of the witches are some of the fairies from Alfea.
- During the Trix's pep rally, a few of the witches resemble Alfea students in one scene.
- The scratch Stormy made on Riven's face disappears a few moments after it was made.
- During Riven's confrontation with the Trix, his sword briefly turns blue before regaining its original color.
“What are you three doing here? This is my school and I won't let you wreak havoc in here!”
“Hah! And what are you gonna do about it? Give us detention?? Ha-ha-ha!”
“Witches of Cloud Tower, listen up. We are about to affect... several changes around here.”
“No! You've tricked me! Curses on you! You snakes!”
“The power we have been hungering after for so long, is now ours. We'll begin the conquest at Cloud Tower. Then, the whole magic dimension.”
“We're fighting to save the dimension, my place is here!”