When the Winx and the Pixies cannot find Faragonda in the Alfea woods, they go to explore Valtor's hideout in Cloud Tower. The Winx must conquer a number of monsters, traps, and witches, to discover Faragonda's location.
As the Winx Club goes out on a search for Faragonda, they find themselves at Cloud Tower, where they come face-to-face with Valtor.
After the attempt to seize Alfea, Mirta is in her room, upset. She could not fathom that her childhood friend, Lucy and the other witches would attack them; she ponders for a reason and heads for Cloud Tower. The Winx themselves head to Gloomy Wood Forest in search of Faragonda. Meanwhile, in Cloud Tower, the Trix complain about the fairies of Alfea and how they managed to defeat them. Valtor on the other hand blames the Trix for their failure.
They are in shock that he would reprimand them. He then mentions that he "hopes" to find someone worthy enough to share his power. This appeals the Trix immensely as this would mean that one of them can have Valtor (and power) all to herself. He then tasks them to keep an on Griffin who had been trying to escape from her cell. After searching, the Winx have difficulty determining where Faragonda and Valtor are.
Flora uses her nature powers and the trees lead them to Cloud Tower. While the Winx travel to Cloud Tower, the Pixies stay behind looking for more clues on Faragonda's whereabouts. At Cloud Tower, the Winx run into a worried Mirta, who wishes to know what happened to Lucy and the other witches. With no answers, the Winx and Mirta enter the school. They then stumble upon the witches, where they are suspended animation to recharge their energy so that they can fight again.
They then hear some strange sounds and go out into the halls to checks. They see the doors disappearing and are then surrounded by Zarathustra, Ediltrude (both in their monstrous forms) and witches. They transform (minus Mirta) to defend themselves. In Griffin's office, the Trix are complaining to Valtor again. Irritated, he asks why they are here despite the task given to them.
Darcy explains that their dark talents are wasted on guard duty, to which Icy responds that the action is where their enemies are. Stormy takes a look at the crystal ball and notices that Mirta is there. The Trix then explain who she is and Valtor sees her as a weak link, using her as bait for the Winx. The girls take care of their threats. Mirta then spots Lucy, but it was actually a trap.
Valtor then comes to battle the fairies, and negates their convergence. The fairies do not realize that it was not their convergence which was blocked, only their ability to touch one another. After a heated battle between Valtor and the Winx, the witches, Zarathustra and Ediltrude inform Valtor that Griffin is trying to escape again. He orders them to deal with the Winx while he strengthens Griffin's prison bars. The Winx eventually learn of what Valtor's spell actually does and so, they use convergence at a distance from one another thereby defeating the witches, Zarathustra and Ediltrude.
The only problem, a magical hand arises from the rubble and start attacking the Winx. While they flee, Mirta leads them to safety in unconnected tunnels. They then hear something further down the tunnels and investigate it. They see Valtor strengthen Griffin's lock up spell, they remain hidden until the evil wizard leaves and greet the school's headmistress. Once Griffin learns that Faragonda is missing she tells the girls to seek out Cloud Tower's Guardians, for they hear and see everything that happens within the castle walls.
The Winx find them, but they are under Valtor's control. Aisha then uses her fairy dust to set them free. Gratefully, the Guardians tell the Winx what happened to Faragonda. During their own search for Faragonda, the pixies were attacked by Felinors, but, thanks to Amore, all they had in their hearts was love. Also, because of the decrease in negative energy, Lockette was able to track down Faragonda. When the Winx returned to the Pixies, they found Faragonda trapped in an old oak tree. The Winx then promise Faragonda that they will save her.
- The Winx go to Cloud Tower to find out what happened to Faragonda.
- Mirta returns to Cloud Tower alone at first to find out what happened to Lucy.
- The Winx find out that Faragonda has been bonded with a knotted oak tree.
- Magic Meltdown - Used by Valtor against the Winx, but failed.
- Nature's Symphony - Used by Flora to find out what happened to Miss Faragonda.
- Love Explosion - Used by Amore to make the wild Feloners fall in love.
- Plasma Magic Bolt - Used by Aisha against the monsters.
- Rubber Chord Bounce - Used in a convergence by Aisha and Musa to block/redirect the monsters' attack.
- Song Bird Sleep - Used in a convergence by Musa and Stella against the witches.
- Light Waves - Used by Stella against Valtor, but failed.
- Sound Wave - Used by Musa against Gerbera but failed.
- Rainbow Connection - Used in a convergence by Aisha, Stella and Musa against the witches and monsters.
- Flame Shield - Used by Bloom along with Tecna's Energy Barrier to defend the Winx, Mirta and herself.
- Energy Barrier - Used by Tecna along with Bloom's Flame Shield to defend the Winx, Mirta and herself.
- Despite her ability to transform at Winx level, Mirta does not transform in this episode for unknown reasons.
- Nabu makes his first appearance in this episode, but has no speaking role until the next episode.
- This episode marks the debut of Aisha's Fairy Dust bottle and sequences.
- At certain points, Icy's gloves are completely colored in.
- After listening to nature's voice, Flora is wearing her earrings.
- When Flora hugs Mirta, the latter's wristbands are gone.
- In the same scene, Aisha is nowhere to be seen.
- Inside Cloud Tower, Flora's Enchantix is seen, however it has not been earned yet until the next episode.
- Also while in Cloud Tower, when the Winx go after Valtor, Bloom's wings are missing.
- When the Winx are recovering from Valtor's attack, Stella is seen in her regular Winx form instead of her Enchantix.
- While informing the Winx about the Cloud Tower's Guardians, Griffin's glove is missing.
- In one scene, Bloom's crown and wings are missing.
“Oh, Lucy, why did you attack us?? What made you do it??”
“Urgh! Those fairies didn't ruin my plan you did! ... I need someone with real ability. Just one person whom I can share all my of my power...”
“Oh no, the Trix!!!”
“I have never been so insulted in all my life!!”
“What?! Faragonda is missing?!”
“You must hurry and seek out the Great Vault Monsters that roam about these tunnels. ... As guardians of Cloud Tower they hear everything within these walls; they may have heard what happened to Faragonda.”
“Valtor's spell trapped the old one in the forest.”
“Yeaah, locked her away, sealed her in a naughty, mighty oak tree!”