Valtor unleashes the power of the four elements against the three schools and the city of Magix. The Winx go head to head with Valtor and the Trix to end the fury of the elements, but Valtor shows himself as the beast that he is.
Valtor releases a spell of the four elements, fire, water, wind and earth, to conquer Magix. The Winx Club is determined to stop him once and for all.
The Winx tell Headmistress Faragonda that, with the Water Stars, they could defeat Valtor once and for all. Faragonda feels uneasy, mentioning that he may appear weak but he is still very strong, and does not allow them to fight Valtor.
Valtor, who still believes he is powerful, is humiliated and made fun of by the Trix. Valtor loses his temper, and turns into a demon. He scares the Trix away. When the three are alone, they immediate lose all remaining interest in him. They call him a loser, Valtor then appears behind them, wanting to make them regret calling him that and presents to them the most powerful spell, the Spell of the Elements. He sends water to Cloud Tower, wind to Red Fountain, fire to Alfea and earth to Downtown Magix.
Faragonda, Griffin and Saladin have a meeting, discussing the destruction of their schools. Griselda rushes in to tell Faragonda that downtown Magix had been hit with earthquakes. The forest around Alfea rages on fire, upsetting Flora. Stella attempts to put it out herself, but fails. Faragonda allows the Winx to fight Valtor.
After finding Valtor, the Winx threaten him with the Water Stars. He captures and controls the Water Stars, which shock the Winx however they do not affect them, only Bloom. Bloom attempts to fight one last time. She uses her fairy dust to break Valtor's mark on the Agador Box. The spells inside are released and return back to their own realms. Valtor was not willing to lose his most important spell, the Spell of the Elements, and takes back the spell, reversing the affects.
As the water returns to the lake bed, the Winx escape, along with the Trix, telling Valtor that their alliance is now over, leaving Valtor to drown. They all return safely however the Trix is captured and sent to Light Rock.
The Winx return to Alfea to a cheering crowd of students, teachers and the specialists. As Bloom hugs Sky, when he says he is glad Valtor is no more, Bloom has an uneasy feeling, revealing that Valtor has not been officially defeated.
- Valtor angrily transforms into his demon form.
- Valtor unleashes the Spell of the Elements.
- The Winx retrieve the Agador Box from Valtor.
- The Trix officially lose interest in Valtor; they ditch and leave him.
- Icy, Darcy and Stormy are arrested and are taken back to the Light Rock Haven Monastery (final appearance of the Trix in Season 3).
- The Winx are thought to have defeated Valtor, yet he is still alive.
- Winx Club
- Alfea Staff
- Alfea Students
- Cloud Tower Staff
- Cloud Tower Students
- Red Fountain Staff
- Solarian Citizens
- Oppositus Citizens
- Lightrock Knights
- Convergence Shield, Bounce Back, Multiplier - Used by Stella, Aisha and Tecna to defend themselves from the Trix.
- Convergence Box - Used by the Winx, minus Bloom to surround Valtor.
- Convergence Shield - Used to protect Bloom.
- This is the first time Bloom uses her Fairy Dust by herself.
- In the Nickelodeon version, Icy mentions Lord Darkar and calls him by his real name instead of his Nick dub name, "The Shadow Phoenix".
- This is Avalon's final appearance.
- Stormy's civilian skirt was changed to shorts.
- Icy's eyes are a darker shade of blue at one point.
- Stella's eye shadow was an incorrect color multiple times.
- In one scene, Faragonda refers to "Magix" as "Magic".
- Sabrina is missing her lips as she is running away from the water.
- In a scene, Tecna's lower wings are seen even though she does not have any.
- When the fairies are attacking Valtor, Stella's and Flora's attack colors are mixed up.
- When Bloom is using her Fairy Dust, she is holding a Water Star instead of her pendant.
- There are many issues with Tecna's hair. From incorrect length to missing her hair clip or the hair clip is drawn differently.
- At one point, one of Bloom's heart clips is not colored in.
- Lucy's hair is not filled all the way in at one point.
- Most of the time the Trix is in their civilian form but when they get up from being drenched by the river water, they are in their witch forms.
- Also, when the three flew towards the Trix, only Darcy was in her witch form.
- Flora's Enchantix is missing some parts of it at one point.
“Ladies, let's face it: we have really bad tastes when it comes to guys. First, Darkar now Valtor! We keep hooking up with these losers!”
“Now, tell me. Who's the loser?”
“It'll send me back to the Omega Dimension, do you know what it's like there, do you know how horrible it is?”
“Oh Boo-Hoo cry me a river! Those who try to destroy the world shouldn't whine about a little eternal sentence.”
“It looks like Monkey in the Middle.”
“With Valtor as the monkey.”
“Brave, brilliant and unbelievably scary!!”
“Yeah Bloom, I don't ever wanna worry about you like that again!”
“You HEAR that?!”
“NO, not THAT! Pastures and butterflies!!”
“Flowers and lullabies! Please, pretty please, anything but Lightrock!”
“Bloom, I'm so glad your back in one piece and that Valtor's gone!”
“To tell you the truth I'm not sure that he is...”