The Pixies have fallen ill, so Aisha, Flora, Helia, Sky and Brandon take them back to the Tree of Life for help. But the Tree of Life is sick too, and it is up to Flora to heal it. Meanwhile, Lord Darkar shifts his plan to catch Bloom into high gear. His spy among the Fairies is revealed, but will it be too late to save Bloom.
A masked figure is stuck in Darkar's dungeon. He is chained up, and his magic is very weak.
Flora, Aisha, along with the Specialists: Brandon, Sky and Helia, arrives at Pixie Village, with the sick bonded pixies. Livy is in fear, thinking she would be punished for leading Icy to Pixie Village's codex. Flora reassures that Livy would not get in trouble as she had done her best. But the attention is turned to the Tree of Life, which is sick from Icy's ruthless attack.
The masked figure manages to get out of his chains and set up an illusion spell to fool Darkar while he escapes. Meanwhile, Darkar speaks to Professor Avalon, ordering him to kidnap Bloom so that he may enter Relix.
Faragonda holds a meeting, congratulating the Winx, minus Flora, for earning their Charmix. She also hopes that everyone else will follow in their footsteps so that they may be able to effectively deal with Darkar together. As such, Faragonda had asked their professors to step up their training.
Another training session begins with Griselda and Avalon, by using the willow leaf powder to create a monster through the Winx's vital essence. With some struggle, they successfully destroy "their worst enemy", as Bloom refers to it. The Winx are then directed to Faragonda's office, where their is a message waiting for them from Pixie Village.
Faragonda is informed that there is no use in saving the Pixies if the Tree of Life is not healed. Faragonda reminds Flora that she is the only one that can save the Tree of Life. Flora is flustered; she does not have her Charmix nor does she know which parts of the tree is sick. Faragonda then gives her advice: one must act to achieve something.
Under a lot of pressure, Flora has trouble making decisions on what to do. Helia goes to Flora, resting his hands on her shoulder. Which provides her comfort and courage. With regained self-confidence, she is able to heal and save the Tree of Life. As Faragonda and Griselda observes, they are very proud however Faragonda states that there is one more step to be taken towards Flora's Charmix.
The pixies are able to be healed by drinking their tea. They are all happy and to add onto this joyous occasion, the Tree of Life then gives birth; revealing how pixies and pixie pets are made. The Specialists then leave, before "Red Fountain sends out a search party". Aisha goes to say farewell as Flora is too shy.
Chatta urges Flora to talk to Helia. Flora is too shy but runs after him, calling his name. Helia returns and the two talk briefly. Flora, unable to find the words, does not confess her feelings, frustrating Chatta. Flora then remembers Faragonda's advice; she sums up her courage and tells Helia that she loves him. Helia smiles and tells her that he loves her too, blowing her a kiss. Flora earns Charmix.
The mysterious figure journeys all the way back to Alfea, and is found by Tecna, Stella and Musa. The girls realize that this person is Avalon! They are shocked and confused to see him because Avalon was with them eleven minutes ago, and now he is sick and weak. Avalon weakly asks to see Faragonda but faints due to exhaustion. Stella goes to get him some water. While Tecna and Musa ponder over what is going on. They think it must be one of Wizgiz's experiments and Tecna goes to find a teacher. Musa stays with the weakened Avalon.
Stella surprisingly finds Avalon in the halls of Alfea, looking a lot better than before. She gives him the water and when she asks what happened earlier, Avalon nervously evades the question and excuses himself.
With no luck in finding Wizgiz, Tecna decides to discuss with Faragonda of a possible Avalon impostor. The weakened Avalon eventually comes to, and when Musa helps him, Avalon asks who she is. Musa tells him that she is one of his students, but when Avalon explains he had not taught here yet, and their point of argument is not adding up, Musa brings him to Faragonda.
In Faragonda's office, Faragonda questions Avalon. When she asks for proof, Avalon presents to her the signed letter in regards to his transfer. Now knowing that this Avalon is the real one, they figure out that the fake Avalon is Darkar's spy.
Putting the puzzle together - the Pixies' freedom from Darkar's lair, their homesickness and the Dark Bloom incident; it was all part of Darkar's plan and the fake Avalon helped him. When wondering how the fake Avalon was such an excellent teacher, the real Avalon suspects Darkar must have copied his memories and lesson plans into the fake. And Faragonda also suspects that because Darkar saw that the Winx was not a threat, he did not mind teaching you, especially if it meant gaining their trust and that he could get to Bloom because of the power she has that will finally allow him to open the Relix. They finally realize that the fake Avalon plans to kidnap Bloom.
When Stella rejoins them, Musa and Tecna drag her with them as they hurriedly search for Bloom. Meanwhile, Bloom is with the fake Avalon. And the fake Avalon uses Bloom's guilt of being the person at fault for losing Alfea's codex. In an empty classroom, Bloom expresses that she will do anything to make sure this does not happen again. The fake Avalon then convinces her that he has a spell to make that wish come true, and leads her into a yellow sphere. Once inside, Bloom comments on the spell's strong negative energy. Since his plan succeeded, the fake Avalon wastes no time in revealing his true nature. This causes Bloom to scream, which alerts the the Winx.
They hurriedly fly to the sound of the of scream but it is too late. The fake Avalon captures Bloom and takes her to Darkar.
Flora, Aisha and the Pixies return to Alfea, but are given terrible news by Faragonda.
- Flora saves the Tree of Life.
- Flora confesses her feelings to Helia and earns her Charmix.
- The real Professor Avalon arrives at Alfea.
- The fake Professor Avalon captures Bloom under Darkar's orders.
- The Winx learn that the Professor Avalon they saw was an impostor.
- Winx Club
- Alfea Staff
- Solar Flare - Stella used it against Wizgiz in training.
- Sound Waves - Musa used it against Wizgiz in training.
- Mental Puzzle - Tecna used it against the creature.
- This episode marks the second time any member of the Winx Club has been kidnapped.
- Bloom made a reference to season 1 in this episode.
- Stella's Brunette question was a reference to another Stella from the anime movie "Interstella 5555".
- Scenes from this episode, episode 27, 28, 29, 31, 33, 34, 35, 36, 37, 45, 46, 50, 51 and 52 were used for the final Winx special scene "The Shadow of Phoenix".
- Bloom transforms into her Charmix form for the first time.
- Tecna transforms into her Charmix form for the first time.
- This is the first episode where the Winx wear their Season 2 - 3 civilian outfits.
- At certain times, Tecna’s tights are missing.
- There are times where Helia's gem is the wrong color.
- During their training session, Tecna's Winx outfit's sleeves are completely purple instead of a pale lavender color.
- Aisha is also missing her bracelets on her arm at one point.
- When dealing with the weakened Avalon, Musa's sleeves either go missing, not colored incorrectly, or drawn incorrectly.
- Throughout the episode, there are times when Stella is missing her arm-bracelets.
- After transforming to deal with their own worst enemy, Stella's hair is not in piggy tails.
- Either that, or her hair ties are not holding the hair together.
- When Helia places comforting hands onto Flora's shoulders, his gloves are not fingerless.
“Now, that I possess all four parts of the Codex, I must have the power of the Dark Dragon to unleash the ultimate secrets of the Relix!”
“Stella, I am very impressed of the progress you and your three friends have made!”
“Flora... No ifs and buts, if you want to help your friends and yourself, you must act!”
“No! I must have faith in myself!”
“Helia! I love you!”
“I do too!”
“That's alright my dear, and that's because this is a dark magic barrier; you are trapped!”