Stella falls over the edge and Bloom tries to save her, but the rain contains dark magic that drains her energy. Together the Winx save Stella from the fall. They enter a secret passage of elf tunnels. After running from a boulder, they are attacked by giant spiders, who capture all but Tecna. Tecna distracts the spiders, releases Bloom, Stella, Flora, and Musa, and they run from the spiders. They enter an underwater cave, where leeches attack Bloom, Flora, Musa, and Tecna. Stella breaks a hole in the wall to drain the water, and the leeches are gone before they end up outside.
The Winx return to Alfea. Knut falls in love with Stella in her new form. Concorda gives them a book of counterspells which says the Mirror of Truth can break any dark spell. It is on the other side of the Barrier Mountains.
Flora casts an illusion spell on Brandon so he only sees Stella in her original form, as she does not want him to see her in this form. On their way across Barrier Mountains, they run into an ice storm that threatens to freeze and destroy the ship. They escape the storm, but are attacked by griffons.