Friendship is the true magic!
The Winx assure her that it was not her fault, and the fairy pets help comfort her. Musa shows up telling them that she just got off the phone with Jason Queen, and tells them that he saw them perform and wanted to hire them. Before Stella gets ahead of herself in the fame and fortune, Musa explains that he only wants them to participate in the a new band competition. The Winx decide to enter with their new band, and decide to go practice at the Frutti Music Bar.
As the Winx are practising, the Major Fairy of Nature, Diana shows up. Diana unleashes sleep inducing pollen to knock out the people in the bar, Nabu recognizes this and tells the other Specialist to hold their breaths for as long as they can.
The Winx talk to Diana, who requests Roxy to join the Earth Fairies' vegence campaign. Roxy refuses, and when Bloom tries to reason with Diana. Diana refuses to accept the humans as innocents and states they are responsible for the chaos against themselves and nature. Before leaving, Diana uses her powers to tie up the Winx with magical roots that drain their powers. The Specialists check on the girls. Helia tries to encourage Flora to use her nature powers to break free, but she fails. Nabu manages to weaken the vines with his own magic enabling the girls to transform.
As the Winx and the Specialists go after Diana, they discover that she has turned Gardenia into a jungle. Bloom is worried about her adoptive parents, so the Winx and the Specialists separate into two groups: The Winx go check on Bloom's parents, while the Specialists go after Diana. Bloom finds her parents trapped in a giant spider web, and manages to free them. Shortly afterwards, the giant spider shows up.
The Specialists find Diana in the Gardenia park, and try to convince her to release the people of Gardenia and restore the city to normal. She refuses, and they fight. However, Diana has the upper-hand and manages to defeat Riven, Sky, Brandon, and Timmy.
Helia and Nabu try to talk her out of her revenge once again, but Diana refuses to believe them. Nabu manages to hold his own against Diana's plant monsters, but Diana eventually decides to unleash her true power, knocking out Helia while Nabu tries to resist her attack.
Meanwhile, the Winx are trying to figure out what to do about the giant spider. Roxy tries to gain contact with it, but is unable to. The Winx hear Mitzi calling for help, and discover that her car has gotten tangled up in Diana's vines.
The Winx end up wrecking the car as they use it to try to knock out the giant spider. Seeing that nothing is working against the spider, they realize that only the area around Gardenia is currently enchanted, and if they teleport the spider out of the area, it might return to normal.
The Winx change into their Zoomix wings and teleport out of the city. The spider shrinks back to normal size and the Winx head over to Gardenia park to check on the Specialists.
However, by the time the Winx arrive, Diana has already left, and Nabu informs them that she and her warrior fairies captured the other Specialists and took them away to Diana's kingdom. Musa starts crying, as she is worried about Riven.
Bloom assures her that he will be okay, and that they will find the Specialists and rescue them. They talk to Faragonda, and learn that Diana's kingdom is somewhere in the Amazons, and in order to fight a fairy as powerful as Diana, they will have to go beyond Believix.
- Winx Club
- Alfea Staff
- Fire Arrow - Used against the giant spider web.
- Mega Watt - Used to de-materialize the giant spider web.
- Dragon Wing - Used to save Vanessa and Mike from falling.
- Solar Storm - Used against the spider, but failed.
- Stereo Crash - Used against the spider, but failed.
- Harmonic Attack - Used against the spider.
- Techno Shock - Used against the spider.
- Plasma Barrier - Used to trap the spider.
- Summer Thunder - Used against the spider.
- Sun Dance - Used against the spider.
- One of the members of the Gardenia gang from Season 2 can be seen trapped in Diana's vines.
- Scenes from the Winx’s concert are reused in Sibylla's Cave and Ice and Fire.
- The giant spider produces its silk from its mouth when in real life they are produced in an organ known as "spinneret". This is located on the spiders' underside to the rear.
- In one scene, Flora's socks were missing.
- When the Winx arrive at the Frutti Music Bar in their rocker outfits, most of Aisha's hair is missing.
- When the Winx are tied up in the magical vines, at one point Flora switches into Bloom's position.
- When Helia encourages Flora to break out of the vines her attire switches between her civilian and rocker outfit.
- There are times where Timmy's glasses have black frames instead of red.
- Stella's wrist gloves were missing at one point.
- Nabu's shield appears when summoned but when the camera zooms close to him it is not present.
- There are many times where the Winx's fairy forms do not sparkle.
“The last Earth Fairy will join her sisters in the fight against Ogron and the humans; that is her destiny.”
“You dare to defend Earth people? They've been afflicting this world with hatred, wars, and environmental catastrophes for centuries. They are guilty, and now they will pay.”
“But the Earth is also home to many wonderful people. Men and women who can save it! ... But you seem only interested in its destruction!”
“Uh girls, couldn't you adjust your aim a bit, JUST a bit...”
“Riven. Riven!! I-I'm scared, Bloom; I feel like I'm never gonna see him again! ... It's just that... Riven and I have argued so much lately, I don't wanna lose him!”