The Fall of the Queen is the thirteenth episode and final episode of the first season of World of Winx.


As the "WOW!" finale is set to begin, the Winx become trapped in the World of Dreams and Bloom and Jim face off against the Queen and her monsters.


WOW13 (Winx in the Dream World)

The Winx in the World of Dreams.

Now in the World of Dreams, the Winx try to figure out where they should start looking. Little do they know is that they are being watched by something within the waters of the shore and, soon enough, the Crocodile Man juts out of the water to attack. The Winx are able to dodge the monster's attacks and Aisha launches a fist-shaped waterspout at it. Unfortunately, her attacks are not strong enough, so Flora takes it upon herself to bind him down with her vines. Tecna notices that indirect magic attacks are more effective on the Crocodile Man, but the monster breaks free of those vines and flees into the forest, prompting for the Winx to give chase.

WOW13 (Croc Man's Hiding Spot)

The Crocodile Man's hiding spot found by Musa's expanding sense of sound.

As the chase down the Crocodile Man, the forests thickens with every passing moment, which causes Aisha to land on the ground to try and survey her surroundings properly. The Crocodile Man takes this as an opportunity to attack but Stella catches sight of his movements and protects her friend with a shield made of light. The Crocodile Man tries to break down the shield, only to be blasted back, so he goes back into hiding. With no sight of the monster, Musa proposes that she expand her sense of sound to find his location. She does so and quickly picks up on the monster's hiding spot on the other side of the forest. Naturally, Musa takes it upon herself to lead the Winx but, after a short while, she is no longer able to pick up on the Crocodile Man's whereabouts. Oddly enough, Musa claims that it is the forest that is interfering with her magical powers. The Winx decide to land to try and figure out where both they and the Crocodile Man have ended up now as their surroundings have been changing too drastically within such a short time.

On Earth, Ace demands to know where the Winx have disappeared to now and is furious as they have been tasked with bringing back all of the WOW Finalists. His assistant reminds him that the show does not start for another hour but this causes Ace to throw out both of his makeup artists as well as his assistant as he angrily wonders why he must do everything himself. He then puts himself in charge of searching for the Winx.

Back in the World of Dreams, Musa realizes that the Crocodile Man led them into a trap; a magical maze with no discernable way out. Little do they know is that they are being watched through a magical mirror by none other than the Queen of the World of Dreams who seems satisfied with her henchman's latest work.

WOW13 (Queen's Throne)

The Queen's sinister throne.

Sitting proudly on her throne surrounded by her faithful shadows, the Queen is approached by a man and the Zombie Pirates, now with a more human appearance, who present her with the fairy and the traitor she tasked them with apprehending. The Queen praises them on a job well done and taunts her latest prisoners. Bloom quickly recognizes the Queen's voice and asks Jim why she sounds exactly like Annabelle, to which Jim reveals that she stole it from her. Originally, the Queen could not speak a word and the Queen continues Jim's explanation by claiming that she favored Annabelle's beautiful voice over all of the others. She gets up from her throne and approaches the two as she goes on over how she had her shadows do the rest, even though a certain someone tried to kidnap Annabelle for himself before she did. Once again, Jim insists that he was trying to protect Annabelle and Bloom asks Jim where he would keep the talents he would kidnapped. Jim seems surprised by her question but the Queen walks by them and orders that they follow her if they wish to find out.

WOW13 (Imprisoned)

Yu and Annabelle amongst some of the imprisoned talents.

Soon enough, the Queen leads them to a strange-looking tree with dangling buds and each bud holds each one of the talents she had her henchmen kidnap. Annabelle, Yu; every single one of them, and they all begin to bang on the walls of their prisons once they catch sight of Bloom.

In another part of the World of Dreams, Tecna gets an idea: to have the Winx fly as fast as they can right after her and not stop. The girls do as Tecna says until their pathway is mysterious closed off and they end up back where they started.
WOW13 (Technomagic Scan)

Tecna conducting a scan of the maze.

After taking another quick look around them, Tecna conducts a technomagic scan of the area and her findings reveal that they are trapped within a magical labyrinth, one where the plant organisms change dynamically according to their every movement in real-time. This means that there is no possible way for them to escape the maze and, in that moment, wooden tendrils begin to poke out from the walls to attack.

The Winx gather around in a circle to cover each other's backs as Aisha advises for them to get ready to attack, however, since the tendrils are a part of nature, Flora tries to communicate with them first. Using her affinity for nature and plants, Flora telepathically tells the forest that she and her friends only wish to rescue more of their friends from the Queen. In response, a distorted voice demands that Flora prove that she stands against the Queen, but Flora cannot do that, so instead, she tells the voice that she is doing this to allow it to look into her heart to see that she is being sincere with her words.

WOW13 (The Forest Spirit)

The Forest Spirit appearing before the Winx.

After she finishes communicating with the forest, Flora reveals to the Winx that it possesses a fairy-like energy much like their own and suspects that the Queen tried to corrupt it once before. She informs the girls of what she tried to do and Tecna asks if the Spirit of the Forest believed her words. Suddenly, there is a flash of green light and a fairy covered in green vines and leaves appears before them. She welcomes the Winx, wishes them well on their mission and clears their path, allowing them to leave her labyrinth and lead them directly to where Bloom should be. Musa praises Flora on a job well down and the five fairies promptly fly in the path laid out for them.

Meanwhile, the Queen boasts about her collection of talents; about how she can sing just like Annabelle and fight as fiercely as Yu. Bloom tells the Queen off by claiming that stealing other people's talents for one's own gain is wrong, and this angers the Queen, causing her shadows to become enraged as well. Bloom continues on to say that the Queen should strive to be her own self and not steal other people's abilities, and the Queen's rage grows as she sends out her shadows to surround the group. Jim tries to get Bloom to stop enraging the Queen but Bloom continues on with her rant until Jim shouts for her to stop once more. The Queen pulls back her shadows and seems to have gained a more lonely look on her face as she tries to explain herself, but Bloom cuts her off, insisting that the talents she stole belong to each of her prisoners, as well as the dreams that come with those stolen talents. The Queen claims that all of the talents she has stolen act as payment for the dream that was taken from her, which piques Bloom's interest and causes her to ask the Queen of what this dream was. Unfortunately, the Queen cuts the conversation short by declaring that now is the time for her to make her newest dream come true and has her shadows entangle Bloom, putting her in another bud with the other talents so that she may take her powerful fairy magic. Bloom tries to escape her bud prison, but unfortunately, her magic quickly leaves her and enters the Queen.

WOW13 (Stealing Bloom's Magic)

The Queen, now with Bloom's powers!

With everyone distracted, Jim shakes out a hooked knife from his pant-leg and kicks it up, cutting his ropes and freeing his arms. He then places the hood of his jacket over his head, activating the invisibility cloak, to give him the advantage in combatting the Queen. Frustrated, the Queen tasks her warriors with finding Jim as she contacts the Crocodile Man, calling him to her side. As requested, the Crocodile Man rushes over and manages to catch Jim, disabling his invisibility and restraining him with his tail.

The Queen approaches the newly captured Jim and expresses how tired she is of dealing with him, mentioning how Jim has lied to her and actively worked against her. Jim insists that he only wanted to protect Annabelle but this went against the Queen's commands. She then calls over the Shaman to asks what he has to say to Jim and the Shaman describes Jim to be a traitor with no hesitation. The Queen then has the Crocodile Man release Jim to allow him to properly face his accuser, and the Shaman reveals that it was thanks to Jim's actions that he was banished to Earth, however, Jim stole the Shaman's Magic Watch and kept returning to the World of Dreams, so the Shaman now wishes to make him pay. Jim pleads with the Queen to give him another chance but she has run out of any to give and agrees with the Shaman's accusations. As she leaves, she orders for the Shaman to feed Jim to the Crocodile Man.

WOW13 (Trapped Bloom)

Bloom imprisoned in one of the buds.

Jim tries to escape the Crocodile Man when suddenly, the Crocodile Man is blasted away and Jim quickly finds himself surrounded by other fairies: the Winx! He tells the Winx of how Bloom had been captured by the Queen and hung up in the tree buds with the rest of the talents. And so, to keep them away from her collection, the Queen orders her Zombie Pirates to attack. During the fight, Tecna is able to imprison two of the Pirates, so the Queen orders for the Shaman to join in, but he does not have his magic stones as she took them from him. The Queen conjures up one of the Shaman's magical stones and demands that he show her where his loyalty lies.

As the fight continues, the man in the blue knit cap lays down his octopus-shaped symbols all throughout the surrounding forest. These symbols release electric blue-colored tendrils that connect together as a webbed trap, which Stella is unlucky enough to fly into. The man taunts Stella by telling her that pirates also know how to use magic, but he is quickly done away with by Aisha swooping in and knocking him out with a watery fist. This also breaks Stella out of the web trap but gets her soaked.

Just then, the Crocodile Man charges at the pair of fairies, but he is trapped inside a sound barrier that constantly echoes the sound of his own roar until he passes out. Musa then walks into the scene, revealing this to be her handywork as she explains that while the Crocodile Man may be immune to direct magical attacks, he is not immune to the bounceback of his own roar. Tecna manages to entrap all of the defeated henchmen in technomagic cages, but the Winx are caught off-guard by a stone being thrown at them and exploding into a tornado!

Musa promptly expands her sense of sound to locate the source of the tornado and quickly finds where the Shaman is hiding. Flora tries to conjure up her vines until Musa stops her and blows a bit of sound waves to knock the stone out of his hand. She then signals Flora who summons up a small flower that closes up its petals on the stone, effectively trapping it and stopping the tornado. The Shaman desperately tries to get the stone out of the budded flower but soon finds himself trapped within another one of Tecna's technomagic shields like the rest of his allies.

WOW13 (The Queen Enters the Fray)

The Queen towering over the Winx on a mass of shadow monsters.

With all of her henchmen defeated, the Queen expresses her frustration over their uselessness as she enters the fray. Using the mass of shadows she stands on, the Queen sends out her army of shadow monsters to defeat the Winx once and for all. The Winx are barely able to destroy shadow after shadow as waves of them keep coming. During the fight, the Queen attacks Aisha and disposes of Flora's vines with ease thanks to Yu's Kung Fu. She then attacks Tecna and breaks down her shield. Catching sight of Musa, the Queen brings out a small golden bell and uses its ringing to incapacitate the musical fairy. Luckily, Flora catches Musa and safely lowers her to the ground as the Queen laughs maniacally over being unbeatable. Tecna quickly recognizes her voice as Annabelle's, whereas Aisha recognized the Kung Fu moves she used as Yu's. Stella joins her friends and launches a beam of light at the Queen, but it is easily blocked. Flora then conjures up multiple vines to completely entangle the Queen as Aisha claims that she has been dealt with.
WOW13 (Tinkerbell and Bloom's Fire)

The Queen using Bloom's fire.

The Queen compliments the girls on their strong fairy power only to proclaim that hers is stronger and she uses Bloom's fire magic to break free of the vines. She then sends out a fiery wave of magic which knocks each and every one of the Winx to the ground. With all of them unable to fight back, the Queen brings out her bell once again and uses its ever-reverberating ringing to get rid of them all. 

It then cuts to Gardenia, where Ace is scrambling through an outdoor restaurant as he rants over how he should have fired the Winx by now. Inside the restaurant, Vincenzo tries to order each of his chefs to get their dishes right as he works on his own. Ace rushes into the kitchen to tell Vincenzo that he needs to hurry over to the WOW Finals, but Vincenzo is adamant on finishing his cooking before then. Ace then starts asking if he knows where the Winx are and, obviously, Vincenzo does not know and makes a smart remark on how they are not anywhere in his kitchen. 

Returning to the World of Dreams, Jim has managed to climb the strange tree and cuts Bloom free from her bud prison. Now free, Bloom thanks Jim and flies off to save her friends from the Queen's wrath. Speaking of the Queen, she is still reveling in torturing the Winx with her ever-echoing bell's ringing until Bloom knocks her to her feet with a fire blast. As she falls, the Queen drops her bell, which is sent rolling into the forest and just under Jim's feet. The Winx quickly recover with the bell gone and surround the Queen who tries to fight back but finds that she can no longer speak. Bloom then turns back to the tree and finds that all of the talents' bud prisons are popping open and releasing them. The Winx combine their powers to safely catch each of the talents and, once on the ground, Annabelle rushes to Bloom's side and thanks her for the rescue. Bloom notices that Annabelle's voice has returned to her but, at the same time, the Queen, hidden behind a tree, disposes of Tecna's shields and releases her henchmen. Although, rather than stay by her side, the Zombie Pirates and the man in the blue knit cap run off, with the man calling Jim "captain" under his breath. The Shaman accuses them all of being cowards and betrayers as even the Crocodile Man is fleeing, but he believes that he and the Queen can still take their revenge. The Queen then uses her cape to escape with the Shaman and her shadows. 

With all of them gone, the Winx divert their attention back on the talents who all thank the Winx for rescuing them. Jim steps into the picture and tells Bloom that he will be staying behind in the World of Dreams, trying to track down and permanently defeat the Queen. Bloom assures Jim that if he ever needs help, they will be with him and Jim uses the Magic Watch to open a portal back to Earth for everyone. Bloom then thanks Jim for everything he has done before they all leave. 

Back on Earth, Ace breaks into the Winx's Loft to look for clues as to where they went. During his search, their TV turns on and WOW starts without him. To his surprise, the Winx and all of the talents have made it on stage and are ready for the finals! Bloom and the Winx tell Ace to hurry on down to the studio as he is running terribly late. 

A short while later, as the talents interact with each other and walk around, Gómez reports that Annabelle has been found and no foul play was involved, ending the missing person cases. He and Evans assure Bloom that they made no mention of magical shenanigans and wish everyone luck on their way out. 

Bloom approaches Annabelle and asks if she and the others are all ready for the final round. Annabelle insists that they are after everything they have been through and Sophie agrees. Just then, the WOW theme song plays as Ace arrives to properly introduce the start of the WOW Finals. As everyone is enjoying themselves, Ace looks back at Bloom and welcomes her back to WOW, with Bloom telling him that it feels great to be back. 

WOW13 (Jim on a Throne?)

The man apologizing to Jim?

Back at the strange tree in the World of Dreams, Jim sits on a wooden throne toying with the bell in his hands as the man in the blue knit cap apologizes for allying himself with the Queen and promises to never betray him again. Catching the bell in his hand again, Jim tells the man that their history goes back a long way and that he has always been the same rascal, scallywag and fortune hunter as he is now. He then steps up from the throne to approach the man who has now started shaking as he begs for forgiveness. Jim places his hand on the man's back and calls him a true pirate just like himself. He then walks away from the man as he proposes that they put "the old crew" back together again and the man jumps up adding that it should be under the old captain who has now become the young captain. 

Jim continues walking back to the throne as he looks back at the golden bell, recounting how ruthless the Queen was, but they can still thank the Queen, Tinkerbell, for many things, like making him much younger and healthier. As he seats himself back on the throne, Jim asks the man named Smee if he agrees, which he naturally does. Jim then asks if Smee will be with him and Smee confirms this, calling Jim "Captain Hook" in the process. Seated in the wooden throne, Jim declares that Neverland will soon be his and laughs. 

Major Events

  • Finally back in the World of Dreams, the Winx begin their search for the talents and Bloom.
  • The Winx combat and chase down the Crocodile Man but are led into a magical maze.
  • Bloom and Jim are presented to the Queen of the World of Dreams where Jim reveals that the Queen can steal people's talents.
  • Bloom and Jim are taken to where the Queen keeps all of the trapped talents prisoner.
  • The Winx are confronted by the Forest Spirit and gain her trust.
  • The Queen adds Bloom to her collection of talents by siphoning her powers.
  • The Winx find where Bloom and the talents are being held and do battle with all of the Queen's henchmen.
  • With her henchmen defeated, the Queen decides to do battle with the Winx herself.
  • Ace gets Vincenzo as one of the WOW Finalists as he searches for the Winx.
  • The Winx rescue all of the talents and make it back to Earth just in time for the WOW Finals, while Jim chooses to stay behind in the World of Dreams and plans to track down and defeat the Queen.
  • Ace rehires Bloom.
  • Jim's true identity as Captain Hook and his motives are revealed.





Major Characters

Recurring Characters

Minor Characters

Spells Used



Theme Songs

Insert Songs



  • This is the only episode in this season which does not feature any transformation sequences.
  • In the English dub, this episode marks the last episode to feature Alysha Deslorieux as the voice of Aisha.


  • In some scenes, Aisha's flower is missing in her Dreamix form.
  • As the Winx execute Tecna's plan to escape the magic maze, Aisha's Dreamix is completely red.
  • In one scene, Musa's hair passes through her wings.
  • In one scene, Aisha has two armbands in her Dreamix form instead of one.


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