The Winx, specialists, and, though the Winx are initially reluctant due to low chances of survival, the pixies, are going to Shadowhaunt to rescue Bloom. However, Tecna notices that the ship is too big to fit through any of the entrances. Sky suggests using one of Amentia's guard worms. Brandon is reluctant, but Faragonda says they should. Layla, Sky, and Brandon will go to Downland while the others will ride the ship, and Faragonda says that if the Winx stick together, they can prevail over the intense darkness in the Under Realm.
On their way to Downland, Layla, Sky, and Brandon are attacked by gator hounds, but escape them.
In the Under Realm, Layla, Sky, and Brandon run into Gargantua of Downland. He tells them that to enter they must give Amentia a wild dragon feather. They get the feathers and escape the dragon.
Brandon fears that Amentia will try to make him fall in love with her again, but she is still with Sponsus, ironically telling Brandon to get over her. Layla tells Amentia about Darkar and asks for her help. Amentia already hates Darkar since her fight with the Trix, and tells Brandon to prove himself worthy of fighting alongside her by defeating her in battle, and has Sky fight Gargantua.
Icy creates a boulder of ice to crush the ship, but Flora holds it up with vines, so Icy causes a blizzard.
Brandon fights Amentia while Sky fights Gargantua. The fight ends with Sky knocking Gargantua on top of Amentia. Impressed by their skill, Amentia agrees to fight on their side.
Stella uses Solar Blast to melt the blizzard, but this also burns the vines holding the boulder up. Tecna and Timmy take the ship off before it can be crushed.
Darkar tells Bloom that she will become as evil as him, claiming to have turned Avalon, a cloud spirit, evil (though this is false, as Shadow Avalon is a shadow clone of Darkar's creation).
Amentia's guard worm digs a tunnel for the ship. Tecna and Timmy kiss for the first time. Meanwhile, Faragonda decides to go to Shadowhaunt to help the Winx defeat Darkar, and Darkar transforms Bloom into Dark Bloom again.
- Darkar turns Bloom into Dark Bloom
- The Winx and specialists head into battle against Darkar and his forces