In Meridian, Elyon is at the apogee of her powers and excitedly prepares for tomorrow’s Coronation. But Phobos and Cedric talk out of her earshot: there’s something afoot that Phobos isn’t telling his sister. Meanwhile in Heatherfield, Caleb has finally figured out with the Guardians’ help a way to get his men across the Meridian Plains unseen. The final battle is about to begin.

Evil is at the zenith of its power, but the Guardians have one last trick up their sleeves. But will that trick cost them their humanity?

The Guardians are stunned to learn that their math teacher Mrs. Rudolph is the Meridianite nanny who brought Elyon to Earth twelve years ago. She opened a portal with the Seal Of Phobos... but lost it during the escape. On the run from castle guards, Caleb and Blunk split up. Blunk hides in a sewer where he finds The Seal where it has lain undiscovered for twelve years. Not knowing what he has, Blunk begins waving the Seal around, opening portals all over Heatherfield, which the Guardians rush to close. But the girls don’t realize that every time they do, they’re cutting off an escape route Caleb needs to avoid capture. When the Seal of Phobos encounters the Heart of Candrakar the two amulets battle and the Heart ends up absorbing the talisman and all its powers. Thus empowered, the Guardians are able to help Caleb escape from the work-yard in Hoogong Gorge. Back in Heatherfield the group uses the Seal to open The Book of Secrets, revealing for the first time Phobos’s plan for draining his unsuspecting sister’s powers and turning her into a Whisperer, imprisoned within a Black Rose forever.

Will’s fixation on winning at any cost forces her into a devil’s bargain to achieve victory against Nerissa.

A K-SHIP ‘Battle of the Bands’ sets the stage for a battle between Matt and Shagon for ultimate control of Matt’s self. Meanwhile, Nerissa pursues her own agenda to complete the enthrallment and transformation of the old Guardians.

There's a new girl in town, Will. The other four girls invite her to have an after-school snack at Hay Lin's house, where Hay Lin's grandma tells them about their powers. Meanwhile, Caleb is on the run. The girls must use their powers to save Caleb and the rest of the Earth from the evil Prince Phobos; a horrible tyrant who rules Meridian, and his minions.

Cedric uses a magic horn called the Horn of Hypnos to make everyone who hears it into obedient zombies called trancemarchers. Unfortunately, Guardians of the Veil, namely Hay Lin, are no more immune to its effects than anyone else. How are the girls going to break Cedric's hold on their friend and what is being done about Phobos' Book of Secrets that Caleb swiped from their last trip into Meridian?

It’s Halloween and Irma endures a night of trick-or-treating with Blunk, Lilian and Chris while Will, Taranee, Cornelia and Hay Lin lay a trap for the witch Nerissa.

It's Will's birthday party and if there's one thing she doesn't want, it's a party. The girls manage to throw one anyway and everything is going swimmingly until one of those Meridian fang-faces shows at City Hall looking for birth certificates for a certain teenage girl. Apparently, the current Prince of Meridian has a long lost sister...

In Meridian, the Infinite City occupied by Phobos' guards leaves a thousand rebels with nowhere to hide while Elyon, though shaken by the sight of monstrous Lurdens working in her castle, is still blissfully unaware of what’s being planned for her Coronation. Caleb and the Guardians have to get close enough to warn her, but how can they without the Heart of Kandrakhar which has been stolen by Jeek the evil Passling?

The W.I.T.C.H. girls face deadly nightmares as their new enemy Nerissa invades their dreams. But that’s not the only threat to the Guardians: Unless they do something fast, Susan Vandom is going to move Will away from Heatherfield!

Final exams coincide with a test of cosmic strength, as the Guardians hold the future of the Universe in their hands. But will a snake in the grass force all to yield to a horrible new power?

It's parents' night at the school, and nobody (except Hay Lin) seems very excited, especially Elyon. She feels that Cedric is the only one who understands her, not her friends, and especially not her family. When Elyon does her family tree research, her parents do not have any pictures of her other relatives. Elyon thinks that it's because they don't care about her but it's for a whole other reason. Cedric reveals to Elyon, that her parents are beasts, and that she is the Princess of Meridian. Elyon is so confused but she goes to Meridian, her original home.

Phobos uses the knowledge of Caleb's father's being alive to lure him and the Guardians to the Underwater Mines for an ambush. Fortunately, Hay Lin hears the guards whisperings, which allows the group's unimpeded access to the mines. However, the element of surprise is soon lost and the group is on the move. Cedric floods the mine and sends the group plus Caleb's dad on an Indiana Jones-type mine cart ride to the main shaft. Once there, they use the guardroom to float to the surface and come face-to-lizard face with Cedric and a platoon of guards. Cedric tries to go after Caleb and the miners stranded in the remains of the guardroom, but Irma and Hay Lin cool Cedric out with a flash-frozen bubble. Phobos is sitting pretty in his castle, thinking that he has taken care of the major thorns in his side until the girls show up with the last laugh in his looking-glass floor.

Cedric blocks the village’s water source, in the hopes that thirsty Meridianites will break down and reveal the location of the rebels’ secret hideout. There’s fresh water in a nearby lake but it’s inhabited by an elusive creature called the Kaithim, which the Guardians have to battle. But Cedric discovers the entrance to the Infinite City, just before Vathek is able to seal his comrades inside. Aldarn, separated from Caleb and with limited food before the City is inevitably overtaken, makes a tactical decision to charge the Castle. Caleb and the Guardians join the premature attack but the uprising fails and many rebels, including Aldarn and Caleb’s father, are thrown in Phobos’s dungeons

Will creates an Astral Drop to attend to her chores, but Nerissa throws a wrench into her plan, so that as Will hunts for her duplicate, the hunted Drop makes Will her prey.

Cornelia’s narcissistic behavior is getting on the other four Guardians’ nerves, especially when she signs them up to help her out at a school carwash so she won’t have to do any actual work.

Irma, Taranee, Cornelia, and Hay Lin must travel to the other world after Will is captured, but will they be able to free her and Caleb when they can't even transform?

Elyon seems to have adjusted to her new life as the Princess of Meridian, living in Phobos' castle, although she is still under the illusion that Phobos has created. Meanwhile, Cornelia gets so upset about losing Elyon to Cedric and Phobos that she quits being the Earth Guardian. Phobos uses this to his advantage and changes the image in the sand to make it look as if Cornelia is getting along just fine with the others and not missing Elyon at all. Phobos sends Meridian Mudslugs after the remaining Guardians and without the Earth Guardian. When they realize that Cornelia is the only one who can defeat them, Will uses the Heart of Kandrakhar to tap into the broadcast frequencies to reach her. Cornelia saves the day by telekinetically levitating the huge mudslug near the portal. She is now officially back in the W.I.T.C.H. group.

Elyon misses her parents and Phobos agrees to let them visit Elyon. However, when the guardians find out that Elyon's parents are held captive in the Cavigor prison, they go in and try to bust them out. But the task is easier said than done when Elyon's parents have been hypnotized, with the addition of hundreds of guard led by Cedric chasing them and the task of freeing hundred of prisoners. In the end, they free everybody including Elyon's parents, which makes Elyon worry about what the rebels will do to them.

Caleb is making plans for the escape of the rebels captured by Phobos in the abortive battle of the Meridian Plains . With Blunk’s help, he tries to map the tunnel system to the castle’s dungeon. But the reconnaissance mission goes wrong and Blunk is left behind on Meridian. Looking for the Passling, Caleb and the Guardians find and save a Castle Guard wounded in battle and left for dead by Cedric. When the Guard, Tynar, sees Earth and the girls’ concern for his recovery, he switches loyalties and promises to guide them through the complex subterranean passageways into the dungeons where the rebels from the uprising are being held. The daring raid frees the rebels, and Tynar begins spreading the word among Phobos’s guards that the other side of the Veil is not as they’ve been told. Back in Heatherfield, Will impulsively kisses Matt, who has offered her a pet dormouse named Mr Huggles earlier in the episode.

With Phobos defeated, everyone thinks the danger has passed, including Taranee, who is afraid that she will once again become an anonymous wallflower.

While Caleb and Cornelia are still at odds over his decision to stay on Meridian, the Knights of Vengeance seek revenge against the betrayal of those who backstabbed their former master Phobos to join the rebellion.

Caleb finally attempts to win Cornelia back, but his efforts are complicated by her secret relationship with Peter Cook and the facade she’s maintaining that she is really her own older sister, “Lilian.”

W.I.T.C.H. gains new knowledge of their sorceress foe Nerissa, a former Guardian and one-time holder of the Heart of Kandrakhar.