The Winx and the Specialists return to study the Water Stars. Valtor challenges the school directors to a duel, and makes Cloud Tower vanish. Bloom comes face to face with Valtor and daunting information about her real parents.
Valtor challenges the headmasters of the schools to a duel, which is a diversion to occupy the headmasters while the real Valtor breaks into Alfea.
The Winx are overjoyed to have succeeded in attaining the Water Stars but the main issue now is how to release their power and utilize them. They begin experimenting at the lab but noticed that the Water Stars are not activating. Tecna suggests to hit them with a burst of magic but Musa brings up the possibility of a negative reaction. Aisha thinks of trapping the Water Stars into a Morphix ball, then transfer the energy onto them. However, Bloom thinks they should try a more personal approach. Bloom comes into contact with them by touch and creates a light reaction. It came to a realization that Bloom's Dragon's Flame may be the key to unlocking the Water Stars' full power. Although Musa warns her that if the Water Stars can destroy Valtor, because of his power of the Dragon's Flame, then they could destroy her as well. Bloom accepts this ultimatum.
Later on, the Trix encounter Valtor who looks depressed because the fairies, specialists, and witches are teaming up together. It reminds him of his time when the Company of Light defeated him. He could not even say the word "defeat" as it still stings. When Darcy says this word he could not contain his rage and it frightened her. He then regains his composure and set out to demonstrate his might and the spells he collected, and yet to collect. This time, he aims for Alfea.
In Magix, the Winx and Specialists enjoy their evening at a club. Aisha had also invited Ophir along. However, Ophir is a bit jittery and while the group is leaving the club, he runs away from some guys in suits who then chase after him. This causes plenty of confusion and his new friends hope to find out why that just happened. However, Valtor appears before the citizens of Magix. Valtor challenges the three headmasters of the schools to a duel. To prove his threat, he makes Cloud Tower disappear, telling the headmasters that he will do the same to Magix if they refuse his request. Faragonda, along with the other teachers from Alfea and Cloud Tower, have a meeting discussing Valtor's request. Everyone believes Faragonda should decline, but she announces that she, Griffin, and Saladin have already agreed to Valtor's challenge. The three of them decide to reunite as the Company of Light once more to end Valtor. Bloom asks Faragonda to not completely destroy Valtor if she and the teachers are successful. Bloom believes he is the only person that knows what happened to her birth parents.
At Lake Roccaluce, the headmasters meet up with Valtor, and begin their duel. Little do the three teachers know, Valtor put an illusion spell on them. This causes them to fight each other unknowingly. While the fight goes on as a diversion, Valtor sneaks into Alfea. Bloom, however, can sense his presence, and leads the Winx to find Valtor. The Winx find him but they become trapped in a wall of fire while he enters the Magic Archives. They transform and start attacking him, but before Bloom could deliver the final blow to him with the Water Stars, he tells them that he had absorbed Bloom's parents into his body. Not knowing if he is lying or not they let him escape.
Afterwards, the teachers are free from Valtor's illusion spell and realize they've been fighting each other. Faragonda commends the girls for stopping Valtor and gives them a day off. Back at the club in Magix, Ophir has a talk with Aisha. This time, he introduces himself as Nabu from Andros; the man that Aisha is arranged to marry. He explains the men who were chasing him were tasked to bring him home. Nabu had actually ran away from home to find who that "horrible person" was his parents set him up to marry. He then confesses he had fallen for her and Aisha reciprocates those feelings.
Back at Alfea, Aisha and Nabu confront both their parents and come to terms with their decision. Aisha's and Nabu's parents apologize and allow the two of them to take their time and not worry about marriage. Though they are pleased to see that destiny had worked out in the end. Stella then happily welcomes Nabu into the group.
- Valtor issues a challenge to the old Company of Light.
- Valtor causes Cloud Tower to vanish.
- The Water Stars are used for the first time.
- Valtor tells Bloom that he absorbed her parents inside of them, making her believe she will kill her parents if she kills Valtor.
- Ophir reveals to Aisha his real name: Nabu, her fiancé. He also confesses his love for her and she returns them.
- Nabu's parents
- Winx Club
- Alfea Staff
- Cloud Tower Staff
- Red Fountain Staff
- Nabu's mother and father
- Nabu's bodyguards
- Cloud Tower Students
- Alfea Students
- Red Fountain Students
- Citizens of Magix
- Morphix Shield - Used by Aisha to protect the Winx.
- Luxuriant Ivy - Used by Flora against Valtor.
- Enchantix Amplifier - Used by Musa against Valor.
- Sun Energy Discharge - Used by Stella against Valtor.
- Dragon Fury - Used by Bloom against Valtor.
- Dragon Essence - Used by Bloom against Valtor, but failed.
- This is the only episode of the Nickelodeon dub in which the title is not the same as the Cinélume version but is still the same as the title in another language. The French dub of this episode (dubbed by Dubbing Brothers and based on the original Italian version) was called "Les étoiles d'eau", which translates to "The water stars" which is also the Nickelodeon title of this episode.
- After the Trix approach Valtor to encourage him to talk they have switched places.
- When the Winx transform, the shot of Aisha assuming her finishing pose in her Enchantix transformation is stock footage from when she first earned it in "Layla's Choice" because you can see that her eyes are still blind and the original colors of her Enchantix outfit that were used before the introduction of Bloom's Enchantix in "From the Ashes" are shown.
- In multiple scenes, Tecna wings are outlined in green and her underwings are visible.
- In one scene, Tecna's Enchantix colors are different.
- In one scene, Tecna's stockings are missing.
- In the previous episode, the Winx are given three Water Stars (one from Musa, Tecna and Stella). In this episode, six are presented. It is possible that more were earned off-screen.
- At one point, Helia's clubbing attire changes to his regular clothes but with cloth wrapped around his neck.
- There was one time Helia was missing from the group.
- Some Alfea students are seen at Cloud Tower.
- Faragonda's puffy sleeves are the incorrect color at one point.
- Tecna's hair is flipped onto the wrong side in one scene.
- Flora's bangs are all colored in after checking up on Bloom.
- There are times when Valtor's gloves are missing and then reappear.
- At the club, Riven should be dancing with his friends but is being pushed by someone looking exactly like Brandon to talk to a girl.
“I have a hunch. You see Valtor emerged from a fragment of the Dragon Fire and so, there's got to be a way to neutralize it.”
“You are willing to lose your powers then.”
“You really wanna know what's bother me?? The close alliance between the Winx and Specialists, that's what bothers me. That, and the fact that you let them beat you, and last but not least I'm still on the run. Having to hide despite all the power contained in my box!”
“It's happening all over again! You're lose against the alliance. It's just like it was before... Before when the Company of LIght set out to cause my-my...!”
“Bloom, if you destroy me you also destroy your parents! They are inside me! I know you have heard of my battles against the Company of Light and your parents, Oritel and Mariam. But- *grunts* Although I was defeated their victory cost them dearly! With my last bit of strength I cast and absorption spell! They are imprisoned in my body, condemned to share my fate. You destroy me, they're gone forever!”
“Layla, I come from Andros and my real name is Nabu.”
“I always believed that people should marry who they truly loved.”
“And... was she as horrible as you'd image?”
“Worse; I fell in love with her! Layla, I'm sorry I lied to you! Please forgive me, I never meant to mislead you!”