Bloom and friends release the imprisoned good witches and Griffin at Cloud Tower which join forces with the fairies to fight Icy, Darcy and Stormy, however just as Bloom is about to get back the power of the Dragon Fire Icy extinguishes the flame with her powers.
Knut has lead everyone inside Cloud Tower and he opens a secret door that leads directly to the Trix's room, though the others are little appalled as to why he lead them there, he explains that there is a passage, behind a mirror, that will enable them to reach the castle.
They step through and head down the stairs as they make their way, the arachnid cam spies on them and the other arachnid cam reports to Icy. She is enraged that Stella, Bloom, Riven, Sky and Brandon managed to enter the castle, thanks to their traitor - Knut. She calls her sisters into the main office and relates to them what she had discovered.
However, she is not too fazed about the situation and tells her sisters that they are just "pesky little gnats" and their possession of the Dragon's Flame will lead them to victory, therefore, there is nothing to worry about. She then decides to exterminate them.
At Alfea, the battle has seized for a bit and the students and staff are resting as they chat amongst themselves. Musa, Tecna and Flora are sitting on the ground and Musa is still having a hard believing they are currently at war. Tecna on the other hand tries to see the positive sides of these things, prompting classmates Ortensia and Francine to voice their thoughts. Ortensia wishes she was at home and not dealing with such a dangerous situation and Francine misses her family and friends while they are trapped at Alfea.
Flora understands their frustrations but she tells them that they all need to get through this and win; Musa agrees with her and brings back some optimism to them. They all vow to do their best and thwart the evil witches' plans. Tecna's pager then beeps. She checks it and it appears that Timmy needs her to meet up with him because they are setting up an early warning system. As she is telling her friends this, she begins acting a little shy and timid about it before running off to meet him. Flora and Musa are a little shocked that she is acting so normal.
Timmy and Tecna are now doing their analysis in the battle ship, as Timmy is going over their agenda once more, Tecna is too distracted by her emotions and is having a bit of a hard time focusing, she wishes she could put aside logic and be enveloped with emotions as she thinks they are not that bad.
At Cloud Tower, the group has been walking around the castle for awhile and they are getting close to the Dragon Flame. The group splits up, Riven and Brandon go to free Griffin and her students while Knut, Bloom, Stella and Sky head to the room where the Dragon Flame is supposedly being kept. They enter the room and they see a large, burning flame in the center of the room. Bloom approaches it but it is soon frozen in ice. Then, a strong gust of wind sends Knut, Stella and Sky hurling at the wall, smashing right into it. Bloom turns towards the entrance and sees the Trix, making their grand entrance. Icy breaks the news to her, the flame in this room is not the Dragon Flame, it is in fact within the essence of their souls. Darcy mocks Bloom and cackles when Icy interrupts and tells Bloom that they plan to make Cloud Tower her grave.
As they cackle, a powerful magical beam sends the three witches flying at the wall. It was Griffin's magic, who has finally been freed from her prison along with her students thanks to Riven and Brandon. Stella, Bloom and Sky join them as Griffin tells the Trix off and that they will settle this later, she steps away and traps them in multiple mystical shields and earthly barriers to buy them some time to escape. Griffin leads everyone to the Wind Swept Terrace - the only way out of Cloud Tower. The witches put on their cloaks and one student gives one to Griffin. They make their way to the terrace while Icy, Darcy and Stormy try to get out of the barrier Griffin made.
At the terrace, everyone huddles together as Griffin conjures a dimensional portal to Alfea. The witches go through the portal one by one. The Creature of the Dark are making their way to them and Sky decides to be the diversion for them using the bike Griffin conjured up for him. Bloom joins him as it is too risky for Sky all by himself. The others escape into the portal while Bloom and Sky throw off the creatures. They make their way off the castle and head towards Alfea until they are struck by lightning and end up crash landing in an area near the City of Magix.
- Tecna and Timmy make an early-warning-defense-system.
- Griffin and her students are freed from imprisonment by Riven and Brandon.
- Bloom and Sky get lost in the forest.
- Scenes from this episode, episode 19, 20, and 22-26 were used in the Special "The Battle for Magix".
- In the beginning of the episode Riven is wearing his civilian clothes, but the previous episode ended with him wearing his Red Fountain uniform.
- Ortensia and Francine spoke with the Winx, however, when the camera zooms out to view them Francine is replaced by a Cloud Tower witch and when it zooms back, Francine is there.
- When the group arrives at Cloud Tower, Stella's hair is not in pigtails.
- Brandon and Sky's fingerless gloves, at one point, covered their fingers.
- When Sky puts his hand on Bloom's shoulder, his glove disappears briefly.
- When Tecna receives a message on her pager, the green triangle on her pants is colored the same as her skin.
- When the Trix greeted Bloom, Icy's hand goes through her cape a few times. Afterwards, she moves slightly the white line that goes across her outfit disappears. Also, Stormy's stockings are not visible.
- When Griffin conjures a portal to Alfea, her gloves are missing.
“He wanted us to see a good example of bad decorating.”
“You've got to trust me! I'm with you, not the witches! Come on, we've no time to waste!”
“Hey, ladies first, Brandon!”
“And children next, right Riven?”
“UGH! That traitor!”
“Look at it this way: this experience is teaching us so much more than school books stuff. We're part of historical events! We've had to come up with spells that could never be reproduced, Musa! We get to fight alongside the most powerful witches and fairies in the Magic Dimension!”
“We're like... A big orchestra and each one of us has an important part to play!”
“Timmy... If only I could put logic aside for awhile and let myself be sweep by emotion... After all it can't be that bad!”
“You three deserve the worst kind of punishment for what you've done!”
“Phew, that was close! Are you alright?”