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Bloom first discovers her Winx powers by attacking Mr. Knut; Mr. Knut tries to steal Stella's and Bloom's powers; the Winx and warriors defeat Mr. Knut; Stella takes Bloom to Alfea.

Stella decides to take part in the annual Miss Magix Beauty Pageant instead of studing for an exam. Thinking she'll be the sure-fire winner, she's not too concerned about the compatition. However, just to get the kicks and daily dose of 'make the fairies cry', the senior witches enter their own 'Miss Magix' into the Beauty Pageant, as well as sabotaging the acts. Can she figure out what's going on before it's too late?

While the witches mount a final attack on Alfea with the Army of Decay vs. the Red Fountain Boys, Cloud Tower Witches and all the Alfea fairies, Bloom goes to find Daphne and she regains her power. She also saves Brandon in Magix from three Army of Decay monsters. In the background, Mirta gets turned back into a human and Riven admits he likes Musa.

The Winx Club members and the warriors prepare for the school dance; the witches try to steal Stella's ring. Bloom takes on the witches by herself and transforms for the first time, but loses Stella's ring.

The girls are on a field trip to practice the skills to ""listen to nature."" In the meanwhile, Nutt tells the witches that a few specialists are escorting the troll to Magix. Fearing that a mind sorceror might get a hold of the troll and discover their plan, they break the troll out. The specialists and fairies team up to find the troll, but the witches beat them to it and make the troll disappear forever. With no sign of the troll, the specialists head back to Red Fountain and the girls return to their class.

The Winx girls and the Red Fountain guys have a cleaning party as a ""punishment"" for going to Cloud Tower, when the witches conjure up a minotaur to take them down. The Winx Club is useless without their powers, but defeat the minotaur anyhow. Impressed, Gricelda gives their powers back.

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Bloom must regain her powers from the witches as the others fight the army of decay.

To expedite the search, the gang splits into two groups. Bloom's group finds the dragon fire first but darn, the witches are waiting for them. Luckily, the other group (Riven, Brandon, and Knut) show up as well as Ms. Griffin! To buy time, Griffin put the three witch-dropouts in temporary ""detention"", and then summons a portal to Alfea so that the remaining witches and gang can escape. Fearing that the army of decay might also enter the portal, Sky and Bloom stay behind to lead the army away.

Bloom and Brandon crash their vehicle in the forest, and a voice tells Bloom to go to Lake Crescent; Griffin joins the Alfea side and they defeat the Army of Decay.

Feeling guilty about getting her friends in trouble, Bloom goes back home to Earth. The witches follow her, and a fight ensues. In the end, Bloom loses the dragonfire!

The new school year begins at Alfea, but in a evil realm called the Under-Realm, in a place calles ShadowHuant, a group of pixies: Amore, Blinky, Chatta, Digit, Lockette, Piff, Tune and Zing, are trapped in the dungeon of ShawdowHuant located in a cell that is taking all of their powers. Their best friend, Layla, a fairy princess from the Realm of Tides, goes to the Under-Realm to try and save her best friends, while she must also fight for her life in the Palace of ShadowHuant. Layla is also losing most of her powers and that is making it harder to try and rescue her friends.

Faragonda decides to test the winx club on going to the Under-Realm but only Bloom,Stella,and Layla pass. Sky and Brandon accompany the girls on their mission but upon arrival run into a group of monsters whose quick defeat costs the fairies most of their winx! The mission becomes even more difficult when Stella and Brandon fall into a dark chasam.

Stella gets asked on a mystery date with Prince Sky and end up being stolen by the witches and Mr. Knut. Meanwhile, the Winx Club is making a good decision potion. One of the witches impersonates Stella and asks for Stella's ring in exchange to free her. Bloom gives the ring up.

The Winx Club attempts to go to Cloud Tower to get Stella's ring back, but are in for more then they bargained for, when they are surrounded by beetles! Stella burns one of the beetles, but ends up surronding them with fire! Bloom hears a voice in her head telling her to escape through an invisible door.

Bloom is still troubled by her mysterious dreams but that's the least of her concerns when Stella becomes rude and says mean things to each member of the Winx, causing Musa to run off crying! Unfortunatly, Musa runs to Magix where the witches are currently hanging out. A big fight ensures with the witches vs. fairies and warriors. In the end, Bloom releases an insane amount of energy. Thus, the witches now know where the dragon power is.

The girls take a virtual reality game where they are only allowed to take one potion and rely on their Winx for the rest. Bloom is first, and the witches invade the game, knock Kikko in the lava, and steal Bloom's dragon fire. The game is about to blow up and Bloom is still trapped inside. Bloom finds Kikko and they fix the VR chamber and Bloom is found. Then it turns out the witches have no dragon fire.

When Flora makes a potion to repel the witches, some of her experiments start to give Stella and Techna problems. After an arguement, Flora decides to finish her experiments at Black Mud Swamp. Feeling guilty, Bloom takes the rest of the girls to help Flora. Flora needs one more ingredient to finish the potion and needs to get it from the Junior League of the Swamp. The Junior League decides they will give the girls the last ingredient if they can destroy a monster taking food from the swamp. After saving Musa from a giant turtle the girls go on the island to destroy the monster. The girls find out the monster is a tree/parasite and Flora and Bloom destroy it. The girls come back telling them the monster has been destroyed and the League give them the flower. Unforetunately, the League is in trouble from the food shortage and need to move on. But at the end, Flora helps them out with her invention the Vegal Cloner to regrow back their food and Stella and Techna apologize.

Bloom's mother's flower store is almost stolen.

The scene starts with the witches summoning a nightmare gargoyle. It attacks each member of the Winx, (with the exception of Bloom), and gets stronger as each girl is drained from the nightmares. Lucky for us, Mirta (who's still stuck as a pumpkin) informs the girls what's really going on. On the second night, The girls prepare to ambush it, but the witches show up and completely pummel them. That is, until Faragonda appears, kicks the nightmare monster's butt, and chases the witches. The witches retreat only to discover that they are expelled from Cloudtower.

A princess comes and claims that she's the fiancé of Prince Sky and she's willing to fight for his heart.

The Winx girls and the Red Fountain boys (minus Riven) journey back to Cloud Tower from Sparx to reclaim Bloom's dragonfire.

The witches attempt to destroy Alfea once and for all, but then Bloom returns with the dragonfire. She takes down Icy while the other four take down Stormy and Darcy. In the end, Icy, Stormy and Darcy are sent to a goody goody boot camp while all the other witches go back to clean up Cloud Tower. Red Fountain boys stay at Alfea and they all have Prom together.

The Winx Club as well as Brandon, Timmy and Sky continue their dangerous journey to the Ice Caves to find the Mirror of Truth and turn Stella back to her usual self. Then, the Alfea school year starts and the girls are reunited with Layla who tells them of the horrible news from Tides. Also, Ms. Farragonda tells the third years about earning their Enchantix!