Bloom, Flora and Musa continue to struggle with their attempts at breaking the Pirates free from their shadowy prisons. Bloom and Musa launch another powerful blast of fire and sound respectively for one last try but the shadow cages still prove to be impervious to their magic. To make matters worse, their attacks cause a hoard of Shadow Monsters to come out of hiding and attack; forming their powerful shadow tornado attack to engulf the trio of fairies. Bloom starts to struggle with breathing and Musa advises for her to hold on as the shadows have already used this technique against them once before. When asked how they defeated it before, Musa realizes her mistake and nervously suggests that Bloom ask Stella for the details. With no way to combat the shadow tornado, the girls huddle close together but quickly lose each other in the chaos, all while Tinkerbell and the Shaman watch their impending doom from her dark mirror.
Back in Paris, Stella and Tecna express their frustration over losing sight of Matt's kidnapper until Aisha insists that they just pick a direction to search towards since they cannot afford to leave Matt alone and risk losing him again. The three fairies then leap off of the rooftop to pick up the search for Matt and his kidnapper, unaware that the kidnapper is struggling to scale another building in another part of the city.
Returning to Neverland, Bloom, Flora and Musa manage to grab hold of one another from inside the shadow tornado and, with their hands interlocked, the three fairies combine their magic to escape. The strong magical wave not one destroys the shadow tornado, but also completely disposes of the shadow cages, freeing the Pirates inside. However, the shadows continue their relentless behavior and trap one of the Pirates who tries to flee. Bloom launches a fireball at another one of the shadows, causing it to split in two. Realizing that they will never be able to defeat the shadows this way, Flora gets an idea: to neutralize the darkness over the forest that is making the shadows seem unbeatable.
Witnessing this from her lair, Tinkerbell scoffs at Flora's attempt to purify the forest and uses her dark magic to cause the forest to grow and surround the Winx while making its dark energy grow. Noticing the growing branches and roots, Musa alerts Flora of the forest's ability to react to Tinkerbell's dark aura but Flora, having finished focusing her magic, releases a wave strong enough to bring Tinkerbell great pain as it restores a large portion of the forest.
Lowering herself back to the ground, Flora disposes of two of the shadow monsters and the final shadow cage before her fatigue finally catches up to her. Bloom, Musa and the Pirates look on at the restored forest in awe, even the Shaman is taken aback by the extent of Flora's Onyrix Power. Tinkerbell insists that Flora only caught her while she was unprepared and, focusing all of her dark magic, promises that it will never happen again. Using her dark magic, Tinkerbell blows away all of Flora's results, returning the forest back to its dreary, leafless appearance, and conjuring up a shadow tornado for good measure. Everyone rushes to take cover except for Flora who tries to use her Onyrix Power a second time, believing that she can save the forest. As the Pirates are pulled into the shadowy vortex, Flora is eventually knocked away by the shadow tornado and loses her focus. With Flora defeated, Tinkerbell stops her attack, especially now that her powers have reached their limit themselves.
The Shaman rushes over to his exhausted Queen as Tinkerbell watches Bloom and Musa rush to Flora's side from her mirror. Seeing as how nature is both Flora's friend and source of her powers, Tinkerbell plots to turn it against her by making it her worst enemy.
Back in Paris, Stella, Aisha and Tecna catch sight of Matt's kidnapper and Tecna snaps a photo of him with her Winxwatch before they lose sight of him again. Frustrated with their lack of progress, Stella whines about having lost sight of the mystery man until Tecna reveals that she used her Winxwatch to scan his weight, height and speed, which would ensure that they can and will be able to find him again. In fact, Tecna uses the data to actively track the mystery man and she, Stella and Aisha quickly close in on him. Realizing this, the man places Matt down to lay down an octopus-shaped mark on one of the rooftops and continues his escape. Stella becomes the unlucky victim to the man's mark, which explodes from under her when she unknowingly steps on it, causing her to fly off of the roof. Luckily, she's caught by Bloom, who has returned from her mission in the World of Dreams just in the nick of time.
The Winx soon reunite in another part of Paris, where Stella rushes towards Flora and Musa to hug them. Musa tells Stella that they have returned with backup and diverts their attention to the Pirates; two of which cannonball into the nearby pool and laze around. The Pirate with long brown hair who seems to be the leader tries to get them out of the pool to complete their mission, but the two lazy Pirates do not see why they should go rushing around. The lead Pirate then points out how the Winx are the only reason why they are free now and insists that they can show that they are all real Pirates if they transform together. However, one of the lazy Pirates insists that he is "guarding the perimeter" from within the pool, causing the lead Pirate to resort to counting to three to make them come out. Just as he gets to three, the Pirate with the green bandana claims that he is coming out and swims to the edge of the pool, however, rather than get out, he pulls the lead Pirate into the pool and laughs. The lead Pirate slowly climbs back out of the pool, soaking wet and humiliated, and Bloom tells him to just leave the lazy Pirates be as they have no time to joke around. As the two Pirates tauntingly say goodbye to the Winx and their fellow Pirates, the Winx try to figure out what their plan will be.
During their briefing, Tecna reveals that she updated the data of Matt's kidnapper and sent it to each of their Winxwatches. Musa proposes that they split up to better close in on him, so Bloom leaves her and Flora in charge of Sector One, with Tecna and Aisha in charge of Sector Two and Stella and herself with Sector Three. And so, the Winx split off into groups of two with one or two of the Pirates accompanying them.
Bloom, Stella and a pair of Pirates make a quick run through Sector Three as they track Matt's kidnapper with Tecna's compiled data. Stella quickly picks up the target's signal coming from the direction of the Eiffel Tower and the two rush towards the monument. On the other hand, their Pirates struggle to keep up and stop to catch their breath once they turn the corner. Stella insists that they need to hurry or else they will lose sight of Matt's kidnapper but one of the Pirates tells her that it is not so easy for them to give chase without their ability to transform. Bloom agrees and explains to Stella that the Pirates only have special powers upon transforming so, right now, they are nothing more than simple humans.
Meanwhile, the mystery man scales the inside of the Eiffel Tower and, after catching sight of the Winx approaching the Tower, lays down a few octopus-shaped marks to slow them down. Bloom, Stella and the Pirates quickly make it to the Eiffel Tower and rush up its steps after the mystery man. Bloom eventually triggers the man's magic trap and Stella soon realizes that they cannot continue scaling the Tower this way after she sees on her Winxwatch that many more magic traps lie ahead. One of the Pirates realizes this too late and is blown out of the Eiffel Tower after triggering another one of the traps into detonating. The explosion also catches up with Matt's kidnapper, who is also blown outside and barely manages to catch himself. Bloom and Stella rush over to the Pirates' aid, helping them back up to stable flooring. One of the Pirates thanks the girls and informs them of the mystery man's whereabouts; specifically mentioning how he is now trapped along the edge of the Tower. Bloom then tells Stella to create a protective shield for Matt to catch him when he falls and approaches one of the main beams.
Using her fire magic, Bloom heats up the upper section of the Eiffel Tower, causing the mystery man to lose his grip as he is unable to bear the intense heat. Once he falls, Stella does as she was told and creates a shield of light ready to catch Matt, however, the mystery man catches Matt, moves him away from the light shield and releases a gliding parachute to escape.
He eventually lands in another part of the city on a speedboat that happens to be within Sector Two: the sector being patrolled by Tecna, Aisha and the lead Pirate. The trio catches up with Matt and his kidnapper just as he speeds off and, thinking quickly, the lead Pirate finds an empty speedboat and calls Tecna and Aisha, telling them to get in so that they can continue the chase. Once they have stepped on board and put on life jackets, the lead Pirate speeds after the mystery man, driving erratically and having a bit too much fun for Aisha and Tecna's liking.
Stella, Bloom and their pair of Pirates quickly enter Sector Two and struggle to chase down the mystery man. That is when the two Pirates find an unused anchor and, after tying it to a part of the port, throw it at the mystery man's boat and snag it. Stella then uses this as an opportunity to board the man's speedboat just before he shakes the anchor loose and Bloom quickly follows suit. Now with two fairies on his speedboat, the mystery man desperately tries to shake them off, but things only prove to become more difficult for him as the lead Pirate closes in on him from the left. Once he pulls them in close enough, Aisha rushes to the front of their speedboat and leaps onto the mystery man's, effectively trapping him on his own boat. That is when the man grabs at his octopus-shaped pendant and uses it to conjure up a large tentacle monster to attack the Winx. He then grabs Matt and escapes while everyone is preoccupied with dodging attacks. Luckily though, Bloom picks up the mystery man's latest location with her Winxwatch and informs everyone that he is back on the rooftops not too far from them.
And so, everyone continues the chase as the mystery man tries to evade them on the rooftops, all while Musa and Flora are basically stuck babysitting their pair of pirates back in sector one.
Musa is very obviously ticked off with their situation but Flora insists that she knows of a way to make the pair of lazy Pirates take action. She then approaches the edge of the pool and tries encouraging them into saving Matt, only to splashed in response. Musa insists that the only way to get through to Pirates is by having an iron fist, so she approaches the pool and tries to spur the pair of Pirates into action by questioning if they are truly pirates after claiming how tired she is of them. Unfortunately, she is also met by a splash of pool water and, as she steps back, she tells Flora not to make any comments.
Back with the active party, the Winxwatches lose the mystery man's signal. The Winx and Pirates stop on a large rooftop as Tecna identifies the cause of the problem: interference from an outside source. Flora and Musa face the same problem down in Sector One and insists that they need to leave now. Musa asks if the lazy Pirates have heard this and the one in the green bandana confirms that they have. Flora tells them to help out but the two Pirates feel like it will be a fruitless effort since they do not have their powers. Musa then points out how all of their companions are giving it their best despite not having their powers either, but the Pirate with the green bandana insists that Pirates do not act out of charity.
That is when another Pirate calls him out on being wrong as they also have ethics, but the two in the pool do not know what ethics are and tell their returning comrades to "talk simply." The lead Pirate then insists that they are a crew and as a crew, they should be working together and helping each other out just like the Winx. A Pirate with blonde hair chimes in, adding that they should all work together for a good cause, and the two pool Pirates make a turn-around; one of them even comparing their friend's words to ransacking. The blonde Pirate agrees until Stella shoots him a disapproving glare, so he changes his words to claim that they could fight for a cause better than ransacking, like saving the life of "that dude," to which Bloom frustratingly reminds him that "that dude" is named Matt. Flora then tries to spur the two Pirates into action again by using a snowflake as an analogy but neither of them understand, so Bloom shouts for them to get moving per their captain's orders. The lead Pirate agrees and tells them to get going, so the two Pirates finally emerge from the pool and rejoin their group, ready to give it their all.
Tecna tries to pick up the mystery man's signal with her Winxwatch again but it is unable to locate him. That is when one of the Pirates claims that the simplest means may end up being the more efficient ones at times like these as he pulls out a telescope to look out into the city. With his telescope, the Pirate quickly catches sight of Matt's kidnapper still running on nearby rooftops, so the group continues with chasing him down.
The Pirates quickly scale the buildings and surround the mystery man on all sides, but the man whips out his belt and uses it to glide away on some electrical wires. The lead Pirate urges for his men to chase after the mystery man and work together as a crew as he places his palm out. The rest of the Pirates follow suit, stacking their palms on top of each other, and once they have all done so, they are filled with a familiar power which allows them to transform into zombies again!
Elated over their regained powers, the Zombie Pirates use their rope-like appendages to glide on electrical wires after the mystery man. Just as the mystery man thinks he has been able to get away, the Zombie Pirates quickly surround him and snatch Matt away. The lead Pirate then taunts him, declaring Matt to be their "loot" and that if the mystery man wishes to kidnap him again, then he will need to get through them first. Rather than try to fight a fight with the odds stacked heavily against him, the mystery man flees just as the Winx catch up to the Pirates to praise them on a job well done.
With everything settled, the lead Pirate hands the unconscious Matt off to the Winx and assures them that he is okay. He then tells the Winx goodbye and claims that they will be able to see each other soon again, fighting together against the Queen of Neverland.
Later that day, Matt finally regains consciousness and is quickly surprised to find himself inside the Winxmobile surrounded by six beautiful women. As Stella playfully shushes everyone after Matt has woken up, Bloom chuckles and tells Matt that he can say the words that are on his mind: that today is his lucky day. Matt nervously smiles and admits to how this is not a bad awakening and takes another moment to take everything in. He then suspects that he may be being pranked and looks all over the room for any hidden video cameras until Bloom insists that he just sit down. Matt continues to suspect that his current situation is not a normal one (for obvious reasons) until Flora assures him that they will tell him everything in due time. Taking another look at her face, Matt finally recognizes the Winx, which makes Stella ecstatic over getting to deal with yet another adoring fan. That is until Matt claims that they looked much better on TV, which causes Stella to charge at him if she were not held back by Musa. Brushing this aside, Matt claims that he likes the vibes the Winx's music give off, which catches Musa's interest.
Matt and Musa then engage in a small performance, with Musa singing vocals as Matt playing the guitar. The two are great together and the rest of the Winx applaud them afterwards. Matt then goes on to say that the Winx's first album was their best but immediately renders his compliment moot by calling all their other albums garbage. This sets Musa off, but Matt continues by claiming that their newer sound is just too naive. Tecna tries to ease Musa into calming down but to no avail. Matt then offers to give Musa a few tips before belting out an impressive guitar solo that leaves most of the Winx speechless. Fed up with Matt's bragging and back-handed compliments, Stella snatches the guitar from his hands and tells him to listen up, as they still have something important to tell him.
Once they have all settled down in another part of the van, Matt makes a smart remark over how the Winx have gone to great lengths just to tell him what he already "knew": that he is the most misunderstood talent ever. This gets on Stella's nerves and Matt quickly changes the subject back to the matter at hand. That is when Bloom asks if Matt can help them find his father and this question catches the young artist completely off-guard. Bloom goes on to claim that many people are in need of his help while others do not wish for them to find him, which resulted in his being kidnapped earlier. Flora chimes in by adding that they only wish to protect him, but Matt simply tells the girls that they are out of luck as he has never even seen his own father in person. That is when Musa brings out a note as she explains that they have already talked to a friend of his father's, Wendy Darling, and hands the note off to Matt, who quickly takes out his parchment and kaleidoscope to inspect both it and the parchment again.
After a moment, Matt admits to the handwriting in the parchment and the handwriting on Wendy's letter to be the same and realizes that the Winx were telling the truth. Bloom asks Matt what his kaleidoscope is and Matt reveals that it and the parchment were all that his father left for him before mysteriously disappearing. Bloom insists that the handwriting on the parchment is completely illegible until Matt hands it and the kaleidoscope off to her and insists that she try again. Bloom does so and is amazed to find that it really works. She then reads what the note says aloud to the rest of the Winx:
She takes a moment to look back at the parchment and kaleidoscope again until she looks back at Matt to ask what that phrase could mean. Matt simply smiles back at Bloom and leads the Winx back to the Notre Dame Cathedral once night falls.
Once there, Matt leads the girls to a specific pillar with a stone carving of a boy looking out into the stars with a telescope, and explains that the phrase is talking about the second star over to the right. He asks if Bloom can see it now and, using the kaleidoscope, Bloom sees the images of a girl with a forlorn expression on her face. She remarks on the girl's beauty and Matt admits to coming up to that place for a while now just to admire the girl's beauty.
After getting a good enough look, Bloom hands the kaleidoscope back to Matt and asks who the girl hidden in the stone carving is, to which Matt reveals that he does not know either but cannot shake the feeling of familiarity he gets from seeing her image. He confesses to being in love with this girl since the first moment he saw her through the kaleidoscope and Flora asks if Matt has ever tried finding her. Matt admits to never trying as he sometimes gets the feeling that none of this may even be real—that it all may be just a beautiful dream—but Flora cannot believe that he would feel that way as he is the living, breathing son of Peter Barrie—of Peter Pan! Matt is once again caught off-guard by such a bold claim and Flora goes on to tell Matt that whatever he is feeling is real. Aisha then adds that the World of Dreams is also real and that they have seen such a place, and Musa suspects that Matt may be able to find his "girl in the stars" there as well. Matt only finds himself getting more confused and surprised and asks the Winx who they really are, to which Bloom tells him of their true identity of being fairies. She continues to claim that they are currently on an important mission and Stella chimes in to reveal it to be vanquishing the evil queen ruling over Neverland. Flora finishes Stella's statement by claiming that the dreams of all humans will be lost forever if they are not successful, but all of this just throws Matt for a loop.
Bloom notices a change in Matt's expression, almost as if he is completely lost, and tries to get his attention again. It turns out that Matt just got another one of his "big ideas" and proclaims that he will find the most beautiful flower that Earth has to offer to give to his beloved. As he says this though, a familiar blue light and portal surround Matt and he disappears before the Winx's very eyes!
- Bloom, Musa and Flora are overwhelmed by the Shadow Monsters' shadow tornado attack with no way of stopping it.
- Stella, Tecna and Aisha restart their search for Matt and his kidnapper.
- In an effort to defeat the Shadow Monsters, the Winx also break the Pirates free from the shadow traps.
- Flora, using her new Onyrix power, neutralizes Tinkerbell's influence on part of the forest and restores it temporarily.
- Stella, Tecna and Aisha find Matt's kidnapper again and track him through Paris, where they are regrouped by Musa, Bloom, Flora and the Pirates.
- The Winx split up yet again and Stella, Bloom and their pair of Pirates track Matt's kidnapper to the Eiffel Tower.
- Matt's kidnapper escapes but flees into Tecna and Aisha's sector so the two of them and their Pirate engage in a high-speed boat chase after him.
- Bloom, Aisha and Stella almost manage to intercept Matt's kidnapper, but he uses another one of his octopus illusions to evade them and escape farther into the city.
- The Pirates regain their ability to take on their zombie forms and successfully rescue Matt.
- The Pirates return to Neverland, pledging their alliance with the Winx, and the Winx are finally able to talk to Matt safely.
- Thanks to Matt, the Winx learn of the girl hidden in the stars of a carving at the Notre Dame Cathedral.
- Matt disappears into a portal to Neverland.
- In Barrie's original tale, Peter tells Wendy the way to Neverland is "the second star to the right and straight on till morning," which relates to the instructions he gave Matt to find the constellation of Tinkerbell.
- In one scene, Musa's belt in her Onyrix form is missing.
- In one scene, one side of Flora's wings are misplaced.
- In one scene, a part of Flora's sleeves is colored incorrectly.
- Flora's eyebrows disappear briefly as Musa tells her how to get through to the Pirates.