Sky, Brandon, Riven, Timmy, Helia, and the other specialists attack Cloud Tower. They find all the zombie witches, who are then restored, but Baltor is gone. Griffin decides the witches must unite with the fairies to put an end to Baltor.
For Enchantix class, Griselda has the Winx go up against meatball monsters from the planet Negatus, who can erase magic power. Flora goes first and fights her monster off. Next Tecna traps her monster. Bloom shoots a fire beam at her monster to blast him into space, but faints afterwards due to her power being out of control, to which Faragonda says her Enchantix power is dangerously incomplete because she didn't get it through sacrifice. She suggests Bloom take some time off with her friends, after being to Pyros then the Omega Dimension.
Baltor and the Trix have a new base set up in a cave somewhere in a forest. Baltor has a book with so many powerful spells that if he absorbs it all he'll explode. In order to safely absorb the power, Baltor must get an artifact from the Magix Museum.
The Winx go on a trip while the mysterious man sneaks around. Baltor avoids a fight with the Winx to sneak into the museum. Musa is thinking about breaking up with Riven. The subject of Layla's arranged marriage comes up, and Stella finds the mysterious man and decides to ask him his opinion. Layla runs off out of dislike for him.
Baltor announces to Magix that he will be stealing the Ancient Ancestrous Eye, which Tecna says is a powerful artifact of the Ancient Witches. The people at the museum move the Ancestrous Eye to the vault to protect it, and put up a barrier. The mysterious man introduces himself as Ophir, and is revealed to be a wizard. Baltor easily destroys the barrier, showing how powerful he has become, but Tecna realizes the spell depleted his power, which will take fifteen minutes to regenerate. Baltor defeats the owners of the museum and traps them inside the vault while the Trix are seen flying somewhere else. The Winx realize Baltor was never after the Ancestrous Eye, this was a trick. He is really after the Agador Box, which is a powerful artifact that can hold any magic and enable Baltor and the Trix to to absorb all the magic they want. The Trix take the box, but the Winx fight them and take the box back. Then Baltor appears. Bloom fights Baltor while the other Winx fight and trap the Trix, then they all face Baltor. Baltor suddenly directs a hand attack at Layla, but Ophir takes the hit, the hand beginning to crush him. Baltor forces Layla to give him the box and release the Trix.
- The mysterious man from Tears From the Black Willow is revealed to be Ophir.
- Baltor gets the Agador Box
- The title of this episode is a reference to the movie, Night at the Museum.