Red Fountain is reopening, and a party is being held. Some of the Cloud Tower witches are present as well. The Trix sneak in disguised as fairy exchange students. When the Winx hang out with the specialists, Sky gets jealous when Bloom seems more interested in Avalon than him. They meet Saladin's artistic nephew Helia, who goes to art school. Saladin wants him to transfer to Red Fountain, but he is a pacifist and doesn't believe in battles. Flora seems interested in him. Saladin reconstructs the new campus for Red Fountain.
At the Red Fountain stadium, Sky fights Riven and wins. As Brandon goes up next, Kerborg attacks. The Winx transform to fight him, but he is immune to their magic. While everyone is distracted with Kerborg, the Trix try to steal a codex that is hidden at Red Fountain. However, Timmy is informed of this and tells Codatorta. Saladin decides to stop them and let Bloom and Sky handle Kerborg. Kerborg shoots slime at Flora, intending to eat her, but Helia ties him up. He then releases him, but the others use Helia's strategy to tie Kerborg up, then Tecna finds Kerborg's weak point. Sky, Brandon, Riven, and Timmy stab Kerborg in the throat, destroying his Liodragarus form, but Kerborg survives in his original form and flies away.
Saladin, Codatorta, and several guards stand to defend the codex. Although the Trix are confident that they can take them out, Darkar says there are too many of them and orders a retreat. When they return to Shadowhaunt, Darkar says he didn't want to attack when expected. They know where the codex is and can take it anytime they want.
- First appearance of Helia