Valtor and the Trix take over Cloud Tower, ordering all of its students to attack Alfea. The fairies of Alfea must band together to save their school. Meanwhile, Miss Faragonda comes face to face in a battle with Valtor.
Valtor takes over Cloud Tower and brings the witches under his control and forces them to attack Alfea after he imprisons Griffin.
In Wizgiz's class, he demonstrates how to counter a sound wave attack but Stella is unable to focus on the lesson as she is incredibly worried about Brandon. And so, to soothe their nerves, the girls ask Flora to brew them some relaxing tea. In Bloom and Flora's dorm the girls take about the mark on Sky. They are still unsure of what truly happened afterwards but Tecna assures that if she hears of anything, she will let them know immediately.
Valtor and the Trix have become unsatisfied with Andros as all the magic spells are taken, it has become a dull place. Icy suggests taking over Cloud Tower as it is crypt full of dark spells and history. Valtor sees this as a great place and the four head out to take it over. Disguising himself as a deer, and the Trix as wolves, they are let into Cloud Tower, and Valtor takes over by bewitching the girls and locking up Griffin. Under Valtor's power, he unleashes the attack on Alfea.
At Alfea, Faragonda suspects there is something wrong with the weather, and the other teachers suspect it too. The mind controlled witches start attacking Alfea, but with the barrier, they cannot attack the fairies. The barrier breaks due to the impact, Valtor challenges Faragonda and they fight in the forest. While the witches are attacking, all the Winx girls transform and, along with the other Alfea girls, defend their school against the witches. Stella shows Aisha where Faragonda is fighting Valtor. Aisha goes to help but Stella says that they are needed at Alfea and that Faragonda can handle herself.
They are then pushed back by an explosion causing them to wonder what happened. The Trix show up and says that he finished her off. Griselda rallies the girls to keep fighting while Palladium takes some of the Alfea students and creates a new barrier around the school. The Trix manage to get inside the barrier and try to find the Hall of Enchantments to get the spells. The Winx, except Aisha and Stella, and a couple of the other fairies, including Princess Galatea, patrol inside the school to prevent any witches from reaching the Hall of Enchantments.
Galatea finds the Trix first but she is forced to show them the Hall of Enchantments. She sends ultra-low frequency mental waves, which catches the attention of Bloom and Musa. Musa confirms that the sound waves were from Galatea, and that they are a way of communication they use on Melody and that she was in danger. As the Trix examine the books, a couple of books fall on them. Galatea tries to get away but Icy freezes her and breaks her wings with a snap of her fingers.
The Winx come in, and fight off the Trix. Musa helps Galatea, who is still in shock over losing her wings, get away. Darcy sets the library on fire and the Trix leave. Flora tries to put the fire out with leaves but they burn up. Bloom tries to use reverse magic and make the fire come to her, but the magic is too strong for her.
The Winx get out but Galatea runs into the fire. She tries to collect the spell books because she does not want her wings to be lost for nothing. Musa runs in after her to save her before it was too late. She tries to get out but the heat is too much for her. Galatea tells her to leave her and get out but Musa refuses.
She receives her Enchantix and figures out that she can now stop the fire. With her Fairy Dust, she was able to stop the fire and get Galatea's wings back. The witches retreat back to Cloud Tower and Alfea is safe again. As they have won the battle, confusion and sadness clouds the place as Faragonda has disappeared.
- Valtor, the Trix, and an army of hypnotized Cloud Tower witches invade Alfea.
- Icy destroys Galatea's wings.
- Faragonda and Valtor duel in the forest.
- Musa earns her Enchantix by saving, and refusing to leave Galatea behind, from a fire started by Darcy.
- Musa uses her newly acquired Fairy Dust to restore Galatea's wings.
- Winx Club
- Alfea Students
- Alfea Staff
- Cloud Tower Students
- Cloud Tower Staff
- Glitter Dust - Used by Flora against the Witches.
- "Magic flow go spread and glow, send darkness back repel attack, evil detect and fairies protect" - Used by the Alfea fairies and Palladium to make a protective shield.
- Sound Sphere - Used by Galatea against the Trix.
- "Glitterize!" - Used by Flora to neutralize the storm created by Stormy.
- Power Shield - Used by Tecna to defend herself.
- Fairy Dust - Used by Musa to put out the fire and restore Galatea's wings.
- Sound Wave - Used by Musa against the Witches.
- Magic Shield - Used by Bloom to defend herself.
- Dragon Fire - Used by Bloom against Icy and Stormy.
- This is the final appearance of Musa's Winx form and transformation.
- This is the only appearance of Mirta's and Galatea's fairy forms.
- This is the first group transformation that mixes both the Winx and Enchantix transformations and their music as well.
- This is the first time Musa uses her Fairy Dust.
- Griselda said in the last episode, for weakening the protective shield over Alfea in order to get back in from Eraklyon, they would be punished the next day. However in this episode, they receive no punishment whatsoever. This could also be because the witches attacked before she had time to and she dropped the punishment.
- After class, when the girls are talking, Flora's necklace is missing.
- When the Trix and Valtor were deciding where to shift, Stormy's tights are missing.
- When Stormy suggests Darkar's Fortress, for a few seconds she has no lips.
- As Valtor casts his spell onto the witches who helped his fawn-self, Icy is one of the witches he is placing the spell. Her outfit is also completely wrong and a dark red color.
- As Darcy stands with her hands on her hips her gloves are missing.
- As Tecna readies to attack the witches, one of the witches is mistakenly drawn as Ahisa.
- In some scenes, Musa's fabric on her Winx outfit is missing.
- Flora's gloves are the incorrect length while gathered at the base of her school's stairs.
- There are times where Galatea's hair ties are gold or black instead of white.
- In one scene, Stormy's stockings are missing.
- In one scene, Mirta's pink hair in her fairy form changes to blue.
- When Musa restores Galatea's wings, her Enchantix skirt turns pink instead of red.
- In one scene, Aisha's hair partly disappeared.
- This episode and "The Mirror of Truth" are showing the mistake with Musa's and Flora's missing wings during there transformation.
- In one scene, Musa's headphones are missing.
- The library is accidentally referred to as "the Hall of Enchantments" which does not appear until next season.
- The Winx transformation song for this episode in the Nickelodeon dub is instrumental.
- Also, Tecna has Musa's voice.
- When Mirta turns around after seeing a hypnotized Lucy, her glove is missing.
“What about an ancient castle, full of history and dark, powerful spells? Something like the Cloud Tower Castle!”
“Mmm, the School for Witches... Very interesting... Ow!! It's defended by a spell the protects it from dark magic! Ironic, don't you think?”
“I was only following my conscience, I was trying to make up for past mistakes!”
“I may be old but I can still defend myself!”
“No! My wings!”
“Alright then! If we can't have those secret books and scrolls, neither can you. ...BURN!!!”
“The secret spell codes! We have to save them, I don't want my wings to have been lost in vain!”
“No! NEVER! ...Huh?? W-what's happening?!”
“We didn't do anything more than the other fairies. If we won today, it's because we all worked together!”