Bloom and Faragonda plan for Bloom to lead Stella, Sky, and Brandon directly into Cloud Tower, with Knut navigating and getting by the surveillance systems. Although Bloom doesn't have her power, she believes that she will get the dragon fire back, and somehow knows it's the right course. Flora, Musa, and Tecna must stay to protect Alfea. As Bloom and Stella enter the tunnel to Cloud Tower, Flora and Musa cast a friend protection spell.
The Trix summon the full Army of Decay, which go to attack Alfea.
Riven is revealed to be imprisoned in the dungeon of Cloud Tower with Griffin. Together they pick the lock of Riven's cell, but the lock on Griffin's cell was enchanted by Icy. Although Riven is reluctant to leave Griffin, he is forced to run when the Army of Decay insects appear; if they touch him he will turn to rock. When they corner him at a window, Riven jumps, falling a great distance.
The fairies and specialists at Alfea fight the next wave of the Army of Decay, destroying many of them.
Knut leads Bloom, Stella, Sky, and Brandon through the tunnels. After taking many wrong paths and encountering obstacles, they end up in the garbage dump of Cloud Tower, where they are attacked by beetle roaches. The five decide not to destroy them, because they will release a powerful stench if destroyed, thus the Trix will smell them and know what happened. They fight them for a while before a mysterious figure zaps the queen roach, who runs off, and the other roaches follow. The fighter reveals himself as Riven. He survived his fall by using his cape, and apologizes for everything that happened.
- Riven escapes the dungeon and is no longer under Darcy's spell
- The Army of Decay attacks Alfea again