Mitzi and her friends, transformed into bad fairies, attack the city's people. Positive and negative magic fight in the park of Gardenia.
A series of shows are being aired on TV. The first is a game show where a contestant is asked to name who the Fairy of Nature is and incorrectly answers, Musa. In a gossip show, the reporter gossips of a possible blooming love between Stella and football player, Joe Halenback. In a video footage, Aisha is seen saving a boy from being hit by a car and finally, a kids' show where the host present two girls dressed as Bloom and Flora, expressing their adoration for the fairies.
Outside, two bystanders watch the shows on the TVs in an electronics store window when Duman uses his powers to completely shatter the window. He then disappears and enters the sewers where the Wizards of the Black Circle are currently residing in. He meets up with his fellow members and tells them that the Winx’s popularity continues to rise. Action must be taken in order to subdue the growing powers of fairies and Ogron has a plan - make people hate fairies.
At the Love & Pet Shop, Stella is walking into work, tired, and notices that there is a line outside the store. The crowd approaches Stella as they realize who she is but Stella plays it off, saying that they have mistaken her for someone else and hurriedly enters the shop. She then sees the inside of the shop is even busier than outside. As Stella walks pasts Musa's station to get to hers, Musa confines in the pets that she is teaching music to, that she feels foolish for misunderstanding Jason's feelings towards her. Stella reaches her station but seeing the long line she quickly gives up and leaves. She steps outside and Brandon calls out to her, she jokingly shoves him when they embrace each other and asks what he is doing here leading Brandon to ask if she is still jealous of Mitzi. Stella answers no and teases Brandon about it.
Mitzi, Darma, and Sally are walking towards Love & Pet. Mitzi’s agenda is to let Stella know that Brandon will be hers and that they will fight for him. Darma and Sally support her decision and agree that Stella is just jealous. They arrive at the store and notice the line but do not notice Brandon and Stella on the other side. Darma complains about the line, a possible two hour wait but Mitzi impatiently cuts everyone and enters the shop.
Seeing as the shop is doing well, Mitzi comments that it will not last long and Bloom, unwillingly "greets" them and tells them that the store is currently closed and to leave as they are not customers. Mitzi does not budge and asks to speak with Stella. Stella overhears her name and enters the store while embracing Brandon. Mitzi sees this and is not pleased, Stella then asks if Mitzi wants a pet but Mitzi tells her no and announces that she wants to talk to her. Stella tells her she is busy and would like to schedule another day and walks away with Brandon. Mitzi gets frustrated and leaves with her group in a huff, unaware that the Wizards of the Black Circle are watching.
Seeing as they hate the Winx just as much as they do, they choose the three of them as their accomplices. Mitzi, Darma, and Sally walk into a dead end; the area begins to darken and it frightens them. The Wizards then appear, startling the girls and tells them to follow them because their hatred for the Winx is on an equal level. The three of them do as such.
At the shop, the day finally comes to an end and the girls are exhausted. Aisha heads for the door to change the sign to "Close" when Roxy appears and comes inside. She convinces the girls to take a trip to the park to enjoy the fresh air and they head out.
The Wizards, Mitzi, Darma, and Sally arrive in the city's underground sewers; the girls are a little put off by the place when the Wizards state their business. They present to the girls a chance to be better than the Winx and the three willingly accept the deal. The Wizards give them their powers and begin their training in magic.
Unbeknownst to what is to come, the Winx head to the Frutti Music Bar for a drink and to say hi to the Specialists before leaving. After that, they head to the park and the girls enjoy their time out before starting some basic lessons of magic with Roxy. The girls teach her about levitation, the connection with magic and their surroundings as well as control when using magic at its peak. While the Winx are doing that, the Wizards are teaching their new recruits the basics in magic as well.
After the lessons, the girls enjoy their time at the park but then havoc strikes as Mitzi, Darma, and Sally begin blasting people with their powers and causing a scene. The girls take note and transform to protect the people and to stop the three dark fairies. As Mitzi continues blasting at the civilians, their trust in fairies start to dwindle. Mitzi, Darma, and Sally laugh at their fear and are surprised to see the Winx arriving at the scene. Bemused, Mitzi turns to them and calls them "fairy friends". Overhearing this, the civilians realize that they are much too dangerous and tells all of the fairies to leave. However, Tecna senses that Mitzi and her friends are not at all real fairies and a battle between the two groups commences.
The battle rages on, the Winx have the upper hand thanks to experience but Bloom soon sees that continuously fighting the three dark fairies is not doing any good and only causing the civilians to lose faith in magic and thus, weaken their strength. She leads the others to defend the civilians while she and Stella deal with Mitzi and her friends. Mitzi, Darma, and Sally shoots beams of dark energy at Bloom which she counteracts with her Dragon Heart which is then reflected towards the ground and starts a fire near the civilians. Flora quickly creates a tunnel in the bushes and leads the civilians to safety. Restoring faith in magic and fairies, this causes Mitzi, Darma, and Sally's powers to decrease in strength almost reaching zero.
With just one final push to gain back trust, Bloom, Musa, and Aisha use their special Believix powers to gain back the people's complete trust, putting an end to Mitzi and her friends' short-lived riot. They plummet to the ground after losing their powers and Bloom uses her powers to gently ease their fall. Mitzi, Darma, and Sally are reverted back to their normal civilian selves while losing their memories of what had occurred. Stella would like to explain it to them but they have a more important thing to do right now - attending Jason Queen's wedding.
At the wedding ceremony, the minister pronounces Jason and his fiancée, husband and wife. Applause can be heard for the happy couple and the Winx and the Specialists head over to the dining area. While everyone is chatting merrily away, Musa is leaning against a table looking sad.
It is then that Jason comes over and apologizes for not being clear about his feelings, Musa apologizes for misreading the situation and begins to leave. Jason stops her and tells her that while he has married the woman he loves, he sees nothing has changed in their relationship and is happy to be Musa's friend and will continue his promise in making her a star. Feeling better and thanking his words, Musa performs a song for the newlyweds with Andy, Mark, and Rio.
- Winter Rose - Used by Flora along with Super Prism to defend the people from Sally and Darma's attack.
- Super Prism - Used by Tecna along with Winter Rose to defend the people of Gardenia.
- Dragon Heart - Used by Bloom against Mitzi, Sally, and Darma.
- Strength of Life - Used by Bloom along with Bright Heart and Spirit of Courage in a Believix Convergence to stop Mitzi, Darma, and Sally and to convince the hearts of the people in Gardenia Park.
- Spirit of Courage - Used by Aisha along with Strength of Life and Bright Heart to convince the hearts of the people in Gardenia Park.
- Bright Heart - Used by Musa along with Spirit of Courage and Strength of Life to convince the hearts of the people in Gardenia Park.
- Dragon Wing - Used by Bloom to save Mitzi, Darma, and Sally from falling.
- Winx, You're Magic Now
- The Chiwambo Song
- Now That It's Me and You
- The game show in the beginning is similar to the game show "Who Wants to be a Millionaire?".
- When Mitzi is shocked to see Stella with her arms around Brandon, Bloom is missing a portion of her hair but the rest of it can be seen below her neck.
- When Aisha heads for the store's door sign, the word "open" is spelled "oped".
- The word "oped" is the past tense of "ope", an archaic word for "open" and no longer used as often.
- After mentioning going to the park, Roxy's gloves go missing.
- In many scenes, Darma's tights go missing.
- While talking about size and levitation Bloom's hand disappears when she rests it on her thigh.
- When the camera pans to Mitzi and her friends, glaring at the Winx, Darma, in her Dark Fairy form, is missing her violet, forearm gloves.
- When Mitzi and her friends are reverted back to normal, they are wearing their civilian clothes but still had their wings.
- As Mitzi sits up, her lipstick changes to purple and then returns to light orange when she faces Stella.
- In the Italian dub, while Flora and Tecna are using their spells, Winter Rose and Super Prism, Aisha can be heard screaming "Plasma Wall" instead of them.
“And to think I believed Jason felt something for me! I feel really stupid now... My voice was all he really cared about, my voice... And nothing else...”
“Mitzi? Ugh! Yeah right, that awful dresser? I don't see why I should be jealous!”
“It a beautiful day girls! You're not going to spend it locked in here, are you?”
“Why did we come here? My mom always said not to take off with strangers.”
“Where are you Riven? I hope I haven't lost you for good...”
“My sweet Musa, I hope we can talk soon...”
“Magic can bring you in connect with what surrounds you... You can use nature's energy! See?”
“Come on, tired already?”