Bloom has a dream about her birth parents.
At breakfast, Wizgiz casts a magical multiplier spell on an apple. Avalon says he'll help Bloom know more about her origins. Tecna and Digit get suspicious of him. Tecna cross references "evil", "winged creature", and "paladin", and finds a prophecy about a winged creature of destruction disguised as a friend who will destroy them. It shows a scene of a paladin saving the planet Frost from monsters, and when the planets align, he turns on the planet's inhabitants. Tecna researches this more and it says he will isolate the strongest of the group and gain their trust by promising to grant their wish, then absorb their power and become the Angel of Doom. Tecna and Digit look for Avalon, and find him in several places at once.
Tecna and Digit find Avalon with Bloom and think he's putting a spell on her, but he is really showing her family tree. Her birth parents are Oritel and Miriam. Tecna is convinced he is only trying to gain her trust.
Palladium returns with a new look. He teaches a spell to reveal the true nature of an enemy. Stella volunteers to go first, but when Palladium says it can reveal all her secrets to the class if she gets it wrong, she instead volunteers Amaryl. In revenge, Amaryl shoots the Sphere of Truth at Stella instead of a target, but Palladium stops it from hitting her and gives Amaryl detention.
Tecna tells Stella, Flora, Musa, Layla, and the pixies about Avalon being the Angel of Doom. The witches are having a Celestial Celebration which could be for the planets aligning, so Tecna talks to Griffin, who says she won't know until tonight when the planets align but Bloom is in danger.
Avalon sends Bloom into a flashback of Miriam.
Griffin says the planets will align at midnight. The Winx (minus Bloom) cast a containment spell on Alfea, and plan to attack Avalon when he stops to transform at midnight. They transform and confront Avalon. His wings appear and they chase after him. When he is cornered, he says he is not the Angel of Doom. Tecna uses Sphere of Truth, despite Flora saying he should have transformed by now. After being hit by the sphere, Avalon does not turn into the Angel of Doom.
Tecna tells Faragonda that she stands by her actions because he fit the Angel of Doom's description and was on Frost before it was destroyed. Avalon says there are 10,000 paladins with the same wings as him, and he was a professor at four realms away when Frost was destroyed. The Avalon clones were created by Wizgiz. The five apologize to Avalon, who accepts their apology.
- The names of Bloom's birth parents, Oritel and Miriam, are revealed