The Trix taunt Baltor about how Bloom defeated him in their previous battle, and in a rage he blasts them against the wall and transforms into a demon. The Trix find him hideous now, as opposed to his usual handsome self. They say they have bad taste in guys; first Darkar and now Baltor, and can't believe they loved him before. Icy calls Baltor a loser. Hearing this, Baltor teleports away with the Trix, and uses the Spell of the Elements, sending a large amount of water from the river to Cloud Tower, a tornado to Red Fountain, fire to the forest near Alfea, and an earthquake to Magic.
The Winx go to put out the fire. Stella transforms and makes it rain, but it does nothing to the fire, which contains dark magic and will last forever. Faragonda tells the Winx to go and defeat Baltor.
The Winx find a portal in the dried lakebed, enter, and confront Baltor. However, this turns out to be an illusion and a trap, and the real Baltor causes a cave-in. They escape before the portal closes, and face Baltor. Baltor sends Bloom falling down a hole, and the Trix fly in and attack, but the five Winx block with a shield. Baltor disappears down the hole.
A monster made of gunk tries to eat Bloom, but she destroys him before Baltor appears. Bloom and Baltor fight each other before the other Winx appear, trap Baltor, and use the Water Stars on him. But Baltor turns into his demon form and casts a spell to control the Water Stars' power. He uses their power on Bloom. To the others it's no different than a regular blast, and they plan to protect her, but she says it will use up all their power and he will destroy them, but she has a plan to defeat Baltor. Bloom uses Fairy Dust, but Baltor is unaffected and sends Bloom falling. However, Bloom's Fairy Dust, as intended, opens the Agador Box, removing Baltor's stash of spells. As Baltor flies after the Spell of the Elements, he drops his talisman that contains the Water Stars' power, which Stella catches.
Baltor's Spell on the Elements in the different areas is broken. With the lakebed returning, the Winx fly away. Baltor catches the Spell of the Elements, but the Trix abandon Baltor, saying they are through with him, Darcy calling him a loser. The cave fills with water and Baltor apparently drowns. All of Baltor's spells are broken, the mermaids returning to normal. The Trix emerge from the lake, and the templar knights appear and return them to the positive monastery at Lightrock, Light Haven, much to their dismay. Everyone celebrates the victory over Baltor, but Bloom suspects that he might still be alive.
Baltor re-emerges from the lake, still in demon form.
- Baltor loses his set of spells, and the spells he cast are broken
- The Trix are reimprisoned at Light Haven/Lightrock