Aisha leads Bloom and Stella back to Lord Darkar's castle with the help of the Specialists. Lord Darkar has captured Layla's friends, the sprightly Pixies, and the Fairies are determined to help them before it's too late. But the underground path is treacherous and filled with monsters.
Layla, Bloom, Stella, and Sky successfully reach ShadowHuant. Meanwhile, Layla saves the remaining pixies and later a mysterious man appears and rescues the four of them from the witches.
A new professor has come to school. Professor Avalon is handsome and can fly with shimmering wings. But is he everything he seems, or is something amiss?
While Red Fountain is attacked, the witches break in and tries to steal the codex. Bloom, Flora and Techna tried to help the specialists prevent the witches from getting the codex but they did not succeed. Meanwhile, Sky is put under a deep sleep and later saved by Bloom
Sky, Bloom, Brandon, Flora, Lockette, and Zing attempt save Princess Diaspro from a band of goodie goodies known as the Wrong Righters who attempt teach Diaspro a lesson in kindness and helping others.
In the resort realm, Musa and Stella work out their true feelings for their respective boyfriends, while Icy, Darcy and Stormy turn the creatures of the Resort Realm against the winx club girls.