Bloom finds a seahorse-like creature called a fortune fly, and runs after him, finding the entrance to a secret library. The pixie Condorda does a psychic reading on Bloom and tells her about symbols of five friends, the fifth being another fairy princess who is climbing a dark cliff.
Layla, the one climbing the cliff, in the dark area of Shadowhaunt, reaches the top and finds a spot where pixies are imprisoned in a barrier. She releases them and looks for a way out with them, hoping to avoid the evil "phoenix", calling him a loser. The "phoenix", currently in a humanoid form, named Lord Darkar, watches, and sends three shadow monsters (or "Bile Monsters") after Layla, telling them to eat her. One is spiky, one is lizardlike, and one is a Spit Monster. When they attack Layla, she dodges their attacks, causing the lizardlike monster to trap the other two with its slime while being skewered by the spiky monster's spikes, but then the Shadow Phoenix flies over to her and assumes humanoid form, identifying himself to her as Darkar.
Sky, Brandon, and Riven race to meet up with the Winx, and Riven wins. Then Timmy flies in with the upgraded squad ship. Bloom read a tabloid article that Sky was hanging out with Diaspro, but he says this was not true.
When Layla refuses to give the pixies to Darkar, Darkar blasts her with an energy ball and takes the pixies back, except Layla's pixie, Piff. After trying to stab her with his claws, Darkar throws Layla over a cliff, saying she's the loser. After he reimprisons the pixies, he demands to know the location of Pixie Village, and when they refuse, he drains energy from three of them, Digit, Lockette, and Chatta.
At the reopening of Alfea, Faragonda announces the opening of the Dragon Fire Wing, named after Bloom in recognition of her victory over the Trix. Afterward, Bloom, Stella, and Flora find Layla in the forest, having survived her fall. Layla collapses. Tecna identifies her as a princess from the planet Tides. Piff is with her. Bloom realizes this was Concorda's prophecy, and says she also said there would be adventure and darkness.
- First appearances of Layla, Darkar, and the pixies