Friendship is the true magic!
In the Alfea of the past, Kalshara, a fairy with dark intentions, manages to have access to an old hall of the college. Crossing a Wild Magic source, she becomes a shapeshifting creature, the first step to obtaining the Fairy Animals Ultimate Power.
A fairy named Kalshara absorbs Wild Magic and becomes a shapeshifter in her pursuit of the Fairy Animals' Ultimate Power.
In the halls of Alfea, the Winx console Faragonda on her performance in the Fairy Animals' exhibition as she introduces herself to them. Roxy compliments Faragonda on her skills as it is rare for a Digmole to bond with a fairy, but Faragonda does not feel this worthy of such praise because her Digmole ran away. Bloom offers to help her find it, much to Faragonda’s delight, and Griselda walks by announcing the Metamorphosymbiosis test is about to start. Faragonda goes to brush up on the subject as the Winx and Roxy enter Wizgiz's classroom, who is about to begin the examination. As he is about to demonstrate a transformation, Faragonda enters and distracts him, affecting his transformation.
Wizgiz criticizes her for being late and asks where her Digmole is, with a student tattling on her about losing it, and making her Scarret run away. Wizgiz expresses his disappointment and tells her to be more like Kalshara, who exhibits proficient shapeshifting. Turning into a bird of prey, Bloom recognizes her from somewhere. Due to her technique, Kalshara is allowed to leave class early, along with Faragonda who is ordered not to come back until her Digmole is recovered.
Faragonda confides in Kalshara about how she let everyone down by losing her Digmole, and implies that Mavilla would know what to do because of the Tome of Nature. Kalshara congratulates Faragonda on her "brilliant idea" of borrowing Mavilla's book, as it contains the secrets of every kind of Fairy Animal and could help Faragonda win back everyone’s respect. Intrigued by Kalshara's proposal, Faragonda enters Mavilla's empty office and steals the book. Meanwhile, in their dorm, Kalshara communicates with her brother, Brafilius, about how the Ultimate Power of the Fairy Animals will soon be theirs if Faragonda does not chicken out of stealing the book. Just then, Faragonda enters with the book, much to her own surprise, and is eager to learn how to fix her mistakes.
She opens the book to find a sketch of the Valley of Fruit, where Kalshara suggests she can find Digmoles. Faragonda gets up to leave and remembers she must return the book, but Kalshara quickly snatches it and tells Faragonda that she will do it for her, and that she can trust her. After Faragonda leaves, Kalshara opens the book to a map of the Alfea Underfloors and rips it out of the book. Later, as she walks through the underfloors with the page in hand, she relays to herself that the first step toward gaining the Ultimate Power is to find a natural source of Wild Magic. She arrives at the door to the Hall of Fairy Animals, and after opening the door with an incantation from the page, she enters it and absorbs the Wild Magic source, which turns her into a shapeshifting, cat-like creature. With her newfound knowledge of the Digmoles and their involvement in the Ultimate Power thanks to Wild Magic, she steals a spark of the remaining magic and runs out of the hall.
Later, after chaos ensues in the quad because of Kalshara's Wild Magic absorption, Mavilla visits Faragonda and the Winx and asks the former why she found the Tome of Nature on the desk in her dorm. Faragonda apologizes, saying that she borrowed the book without asking, but Kalshara promised to return it. As Mavilla condescendingly asks if the blame lies on Kalshara, a transformed Kalshara flies through the sky, which is noted by Roxy. Bloom reasons with Mavilla that it cannot be a coincidence that Kalshara is flying away after reading her book, especially during all the chaos. Understanding Bloom, Mavilla asks Faragonda, and by association, the Winx, to come with her to restore order to the Fairy Animal world, and Faragonda suggests going to the Valley of Fruit in order to find Digmoles.
Meanwhile, a transformed Kalshara greets her brother, who is fearful of her, not being able to recognize her as his sister. Kalshara tells him about the new powers she has acquired through Wild Magic, but Brafilius is repulsed and wants nothing more to do with the Ultimate Power of the Fairy Animals, the power they searched so long for. In anger, Kalshara forces Wild Magic on Brafilius, transforming him into a dog-like creature. After his transformation, Kalshara orders him to fetch her a Digmole.
After some unsucccesful attempts by Brafilius, the Winx, Roxy, Faragonda, and Mavilla come upon the brother and sister. Faragonda does not recognize Kalshara, which she thanks Wild Magic for. In order to protect the Digmoles, the Winx and Roxy transform and pursue Kalshara. Brafilius summons the Giant of the Valley to rise and gather the Digmoles. The girls attempt to attack it but they yield no results as it is seemingly impervious to direct attacks.
After capturing the Digmoles it starts to descend underground, much to Kalshara's dismay as she has not yet laid her hands on a Digmole. Kalshara attempts to attack Mavilla but is turned into a kitten by Faragonda. Brafilius saves her from Faragonda's clutches and transports away with her. Meanwhile, the Winx and Roxy utilize the strategy of hitting each one of the giant's arms to free the Digmoles, which in turn will defend themselves. Their plan is successful as the Digmoles compromise the integrity of the giant, which causes it to collapse. From the rubble comes stone formations that grant the Winx Butterflix as they have proven themselves worthy as the true defenders of the Fairy Animals. After Faragonda receives praise from Mavilla and releases her Digmole into the wild, the Winx say their goodbyes and prepare to transport back to their own time. Stella states she knows just where to host the park's grand opening party, hinting at the Valley of Fruit.
- Faragonda steals the Tome of Nature.
- Kalshara and Brafilius become creatures via Wild Magic.
- Brafilius summons the Giant of the Valley to capture the Digmoles.
- The Winx and Roxy save the Digmoles from the brink of extinction.
- The Winx earn their Butterflix powers.
- Faragonda sets her Digmole free.
- The Winx and Roxy return to the present.
- Hall of Fairy Animals
- Wild Magic
- Digmole Statue
- Valley of Fruit
- Brafilius (Human form)
- Giant of the Valley
- Winx Club
- Alfea Staff
- Alfea Students
- Fairy Animals
- Animal Transform - Used by Faragonda to transform the Ligers into their baby forms.
- Convergence - Used by the Winx and Roxy to free the Digmoles.
- This marks the final appearance and hearing of the Bloomix transformation and song.
- This marks the first appearance and hearing of the Butterflix transformation and song.
- It is revealed that Kalshara and Brafilius were once Humans/Fairies before they turned into shape-shifting creatures.
- It is also the first and only appearance of them both in their human form.
- It is revealed that Wizgiz was a teacher when Faragonda, Kalshara and Griselda were just students at Alfea which makes him older than Faragonda.
- In the Italian version, before Bloom's Butterflix transformation, the Winx do not gasp, while the English version, the Winx do gasp.
- In one scene, Flora has a headband that is not part of her outfit.
- Faragonda suggests going to the Valley of Fruit to find Digmoles, and in effect, Kalshara, but she did not know about Kalshara's intentions of capturing a Digmole.
- In one scene, a part of Aisha's Bloomix outfit is missing.
- In one scene, one of Aisha's Butterflix wristband is purple instead of turquoise.
“Wild Magic, you belong to me now!”
“Digmoles, now I know everything about them. Who could've guessed that those dirty little vermin hold the key to the Fairy Animals' Ultimate Power?”
“You finally have the chance to wield the Ultimate Power, and you back away?!”
“It's called Wild Magic. You should try it sometime.”
“Let's teach those two what magic can do.”
“We don't have a choice. These Digmoles are our mission. We have to protect them from Kalshara.”
“... and you [Mavilla] were a competent headmistress. You taught me about the power of animal magic. In fact, why don't I show you just how much I've learned?”
“I've learned a good bit myself!”
“Now, little kitty, time for you to go to your cage.”
“Girls, nature has granted you the Butterflix power. Because you have proven yourselves the true defenders of the Fairy Animals.”
“You're a good pet; a good friend. But now it's time for you to go live your own life. Go, run free!”