Stella and Brandon are sucked into a whirlpool.
Finding the river, Bloom wants to dive in after Stella and Brandon, but Sky and Layla remind her of their mission to save the pixies.
Stella and Brandon end up on the shore of an underground kingdom, Downland. There, a guard and sentry, Abrupto and Sponsus, capture them. Sponsus, who seems friendlier, talks about angering cave spirits that send the shadow monsters. Abrupto says the monsters weren't sent by cave spirits and the queen made that up. Sponsus says Abrupto hasn't gotten over Queen Amentia deciding he and his fiancee weren't a perfect couple. It is revealed that Sponsus is in love with Amentia, who is a perfectionist.
Stella is in a weakened state so Sponsus gives her an energy boost. Then he introduces Stella and Brandon to Amentia. Sponsus has flowers for Amentia, but she rejects them because a petal on one of them is wilted. Amentia falls in love with Brandon because his face is perfectly symmetrical. Of course Stella and Sponsus don't like this at all.
Darkar sends more shadow monsters after Bloom, Layla, and Sky.
Brandon doesn't want to marry Amentia, but by threatening Stella she forces him to give in.
Stella gets back into the sunlight to restore her power.
The shadow monsters corner Bloom, Layla, and Sky. Layla uses the Light Seeds, but they need sunlight to grow. Then Stella arrives and makes them grow with a ray of light, destroying the shadow monsters. Darkar is angry about this and causes an earthquake, forcing Bloom, Stella, Layla, and Sky to run outside.
- First appearance of Amentia and Sponsus