The demonic Lord Darkar kidnaps Bloom. The remaining Fairies, along with the Pixies and the Specialists , set out on a rescue mission. Sky is especially worried. However, in order to reach Lord Darkar's underground fortress, Brandon will have to ask for help from the high-strung Princess of Downland, Amentia.
Now that Bloom has been captured, the Winx and Specialists prepare to infiltrate Darkar's Fortress and get their friend back. They also try in vain to convince their bonded Pixies to not go with them as it is dangerous, they are determined and nothing else can change their minds.
They prepare to board the ship but Tecna notices it is too big to fit in the caves. But Sky has an idea, much to Brandon's dismay, ask Princess Amentia for help since her rock worm can make a hole large enough for the ship to enter Darkar's Fortress.
Brandon objects at first since he remembers how forceful Amentia is (not to mention crazy) and does not want to go back but he is then convinced that the safety of Magix is more important than his personal feelings towards their possible ally. And because it was Sky's idea, Faragonda sends him too and Aisha. They then head off to Downland. Darkar spied on them and he now knows of their plans. He sends his minions and the Trix to deal with them so that he could have time to corrupt Bloom once again.
At the entrance of Downland, Brandon, Sky and Aisha are assaulted by Darkar's minions but manage to get inside. They are then greeted by Gargantua, Abrupto's brother. The boys and Aisha are able to convince him to let them speak to Amentia but the gentlemen must first have an appropriate attire to have an audience with the Downlandian Princess. Brandon and Sky then risk their life and limb for the Quetelizardia feathers. They are now ready but not before Sky makes sure Brandon knows exactly what to say, emphasis on what is at stake.
The rest of the group arrive at their meeting point but do not see Sky, Brandon and Aisha. They fly around, hoping they will show up soon. But the Trix have something else in mind to keep them preoccupied, and otherwise, in peril.
Meanwhile, Brandon, Sky and Aisha finally gain an audience with Amentia. Her usual blunt comments easily gets Brandon angry but he does his best to maintain his composure. Aisha also uses her skills in etiquette and manners of a princess to respectfully convince Amentia to assist them in defeating Darkar. Amentia does oblige, however, she will only agree if Brandon and Sky defeat her and her guard, Gardantua, in a duel.
Their friends on the other hand, find a safer altitude but unfortunately for them, Stormy strikes at them with a strong bolt of lightning, causing a major engine malfunction on the ship. And so now, they are a standstill. The Trix continue causing problems for them, with Icy creating a large ice ball to smash them. This is prevented thanks to Flora growing roots to hold it up. But then Icy creates a blizzard, and the group is suffering from the cold. Stella can no longer withstand the cold, and heats things up. This helps the engines regain power and just in time too, because the roots holding up the ice ball burned away and began to fall on them.
On the other hand, Brandon and Sky are able to win a their duel and now has Amentia's assistance. They borrow the rock worm and are able to dig a larger entrance for the ship. The two groups reunite ready for the real hard part to begin. After the ordeal, Timmy confesses his feelings for Tecna, and the two share their first kiss.
But on Darkar's end, he corrupts Bloom again, turning her into her evil alter-ego, Dark Bloom. And now, he is ready to open the door to the realm of the Relix.
- Darkar corrupts Bloom again, transforming her into her evil and sinister alter-ego, Dark Bloom.
- Flora transforms into her Charmix for the first time.
- Timmy and Tecna share their first kiss.
- In the 4Kids version the title of this episode is based off "Desperately Seeking Susan", a movie from the 1980's.
- Darcy had the same color scheme and sounded like Stormy, in one scene but this was noted as a "goof".
- Scenes from this episode, episode 27, 28, 29, 31, 33, 34, 35, 36, 37, 45, 46, 49, 51 and 52 were used for the final Winx special scene "The Shadow Phoenix".
- This is the first time Flora's Charmix transformation is shown.
- In the Cinélume version, Darcy's voice is different than usual.
- When Sky glares at Gargantua, it is the same scene used in Season 1.
- Digit has full-on gloves when Tecna's asks her to talk their pixie friends out of joining their mission to rescue Bloom.
- In a scene, Tecna's top is reverted to her civilian top in Season 1.
- When Bloom is strapped down to the table, her socks appear and disappear throughout the scenes.
- Stormy's glove is drawn as a complete glove.
- Flora is also missing the highlights on her bangs at one point.
- When ship is a standstill due to major engine malfunction, it is surrounded by even though Icy did not summon a blizzard yet. When she begins the blizzard, snow then starts to form.
“I don't care if I have to fly there with my own four wings, I'm going and that's final!”
“Are you afraid of me Bloom? You weren't when I was looking like this... Hahahahaha!”
“No, but you're old girlfriend has a gigantic rock worm that could easily munch his way through in no time flat!”
“No way! Sky, I know exactly where you're going with this I don't like it!!”
“"Taf quizel touf" is how you say "I surrender" in Downlandish!”
“Hey, you said it, not me!”
“Bad joke, funny boy!”
“Brandon! You're not the new king of Downland are you??”
“Tecna... I'll never be a hero with a sword, but I want to be your hero...”
“My friends will never let you get away with this!!”
“Here's the key to the Ultimate Power of the Relix - Dark Bloom!!”