Baltor is bored on Tides and decides to relocate. Stormy suggests Darkar's old hideout, but Darcy says underground isn't any better than underwater, and Baltor wants a place that will make a statement. Icy suggests Cloud Tower, but it's protected from dark magic. On mention of Griffin's name, Baltor remembers fighting her and decides to take over Cloud Tower and have his revenge on her. They go through a portal.
Baltor turns into a deer while the Trix turn into wolves and chase him to Cloud Tower, where the witches allow him to enter so they can use deer hair in potions. As the protection spell only works against uninvited intruders, Baltor resumes his original form and puts the witches under his spell. He defeats Griffin and takes over Cloud Tower. Baltor reveals that he and Griffin worked together for the Ancient Witches once, until Griffin had a change of heart and left Baltor due to his ambition to destroy entire worlds, leading Faragonda to take her to Alfea and eventually Baltor's defeat. Baltor imprisons Griffin.
The brainwashed "zombie" witches attack Alfea and destroy its barrier. Faragonda fights Baltor. When Faragonda is able to damage him, Baltor supposedly destroys her. The Winx transform to fight the witches, Stella and Layla turning Enchantix. Palladium and some of the fairies put up another barrier, but the Trix sneak in unseen at the last second. They force Galatea to lead them to the Hall of Enchantments, but she sends Musa a soundwave message. The Trix get the scrolls, but Darcy decides to take the spellbooks too. When Galatea tries to run, Icy freezes and destroys her wings. The Winx arrive and fight the Trix, and when the Winx gain the upper hand, Darcy sets the hall of enchantments on fire and leaves with Icy and Stormy. The flames have dark magic and cannot be extinguished, and Galtea tries to save the ancient spellbooks, but is nearly killed in the fire. Musa goes to save her and receives her Enchantix. Musa uses her Fairy Dust to put out the dark fire and restore Galatea's wings. The witches leave Alfea.
Although Alfea won this battle, Faragonda is missing. The Winx's next mission is to find her.
- Baltor takes over Cloud Tower
- Baltor seemingly destroys Faragonda
- Musa gets her Enchantix