Friendship is the true magic!
In order to rescue Bloom from the evil Lord Darkar, the Fairies, Pixies and Specialists storm his underground castle. The rescuers work together using magic and the Specialists' machinery. Darkar however, had already opened the dimension passage to the Relix.
The invasion on Darkar's Fortress begins as Amentia's rock worm burrows a hole into Darkar's territory for the Winx and Specialists to travel through. They also serve as a distraction while the group enter into enemy territory. Upon arriving at Darkar's Fortress, his minions begin to attack them.
Meanwhile, Darkar and Dark Bloom begin preparation to open the gate to Relix but the Trix informs him that their enemies managed to enter their territory. And so, Darkar orders them give them all their power to power up his minions. After he tells them what to do, he takes Dark Bloom to continue the preparations. The Trix however, start to feel like tools rather than allies, especially since they had done most of his work for him.
On the group's end, the monsters are far too many to handle altogether and so Sky leads his them into a different tactic - Helia and Riven team up and take control of the owl, while Sky takes the crow to cover more area.
While they deal with the monsters, the Trix grants the monsters all their power. The monsters now much stronger, their attacks are more potent and causes an even tougher time for the group. The Trix however, are exhausted and go find Darkar. The stronger monsters scare Flora but Stella was able to lighten up the mood with her usual jokes. The pixies themselves huddle together as their terrible memories of imprisonment at the fortress is revisited. Tecna then asks Lockette to find a safe entry point; Lockette does so, and finds one.
In the fortress, Darkar has everything ready, and the Trix return to confront him to make sure he does not forget their share of the ultimate power. Darkar then betrays them, he ends their servitude and sends them into the void. And to ensure that his enemies do not interfere with his plans, Darkar summons Kerborg and transforms him into another, more powerful monster.
Sky is having problems with his aircraft and he is forced into an emergency landing. He tries his best but his left rudder has been severely damaged after smacking into a large slab of rock and the continuous onslaught by the monsters. It is then that Helia takes matters into his own hands and reels the aircraft safely aboard the owl. With Sky safe, the Winx then do their part in using convergence strip the monsters' of their power boosts.
The group has safely reached the entrance point to the fortress. The girls say their farewell to the Specialists should they not return from this mission; Flora and Helia share their first kiss, and Riven shows a lot of compassion and concern towards Musa. Sky on the other hand looks in worry, and Aisha comforts him, strongly affirming that they will save Bloom, no matter what. After their sweet moments, Timmy alerts them that it is time, and the Winx head off while the Specialists stay behind to cover them. Meanwhile, Darkar has already opened the portal to the Relix; he and Dark Bloom step inside.
Once the Winx had entered the fortress, they begin to seek out Darkar and Bloom's location only to run into the more powerful, monster version of Kerborg. Kerborg overpowers them but the Winx are saved by Faragonda, Griffin, and Codatorta just in time. Faragonda the sends the Guardian Pixies with them, though they are interrupted when Kerborg smashes open the barrier Griffin had contained him in.
- Darkar sends the Trix to the void.
- Darkar and Dark Bloom enter the Realm of Relix.
- During their farewell, Flora and Helia share their first kiss.
- Riven also expresses his concerns directly to Musa and for the first time, embraces her.
- Kerborg's final form
- Winx Club
- Alfea Staff
- Red Fountain Staff
- Cloud Tower Staff
- Sun Flare - Stella used it against Kerborg but failed.
- "Roots and vines, the monster will bind!" - Flora used it against Kerborg but failed.
- Sound Waves - Musa used it against Kerborg.
- "Captus Obscurum" - Used by Griffin to trap Kerborg, but only worked temporarily.
- Scenes from this episode, episode 27, 28, 29, 31, 33, 34, 35, 36, 37, 45, 46, 49, 50 and 52 were used for the final Winx Club special "The Shadow Phoenix".
- This Is the last episode to feature Amentia.
- This episode marks the last appearance of Musa's short-hair Winx transformation.
- In a few scenes, Tecna’s tights are missing.
- Sometimes, Flora is missing her bangs highlights.
- When Pixies are all huddled up, Tune is missing her gloves as well as her lips.
- When the Winx fly out of the Red Fountain ship after they transform into their Winx form and before they transform into their Charmix forms, they are already in their Charmix forms.
- Stella's bracelets went missing in one scene.
- In some scenes Dark Bloom's lips were pink instead of purple.
- While walking back to Darkar's throne room, Stormy's glove are colored in.
- When commenting on the monsters large sizes, Musa's sleeves become long gloves.
- Musa is missing her midriff in one scene.
- Tecna is also missing her lips after scanning Kerborg.
- Concorda is nowhere to be seen despite being one of the Guardian Pixies; she appears in the next episode.
- When the Trix confront Darkar, Icy's Gloomix diamond and her gloves are colored in.
- There are many times where Lockette is missing her gloves.
- After Helia kisses Flora, Flora's gloves are colored in.
- When the Winx are thrown against the wall by Kerborg, their Charmix are gone for the remainder of the episode, despite being there earlier.
- When Flora summons roots to tie up Kerborg, Stella's hair unnaturally remains suspended in the air.
“Looks like that crazy princess is up to her old tricks again, huh?!”
“He may need her to get his tin mitts on the Relix but he better not forget who's been doing his dirty work all along!!”
“Well, Bloom... It looks like I won't be able to rescue you after all...”
“I'll reel him in!”
“Ah! Here were are! The dimensional passage!”
“I love you, my golden girl.”
“I love you, my hero!”
“I'm sorry I didn't have the courage to tell you how I felt... earlier...”
“Do me a favor. I just want to hear you say... that you'll come back. You'll come back... to me.”
“Sky! ... Don't worry about Bloom, we will bring her back!”