Bloom has a nightmare about Baltor, but in the nightmare Faragonda appears and suggests that Baltor was trying to trick her when he said he absorbed Oritel and Miriam. The nightmare ends with Bloom in a creepy area with the Ancient Witches, and after she wakes up, Bloom decides that the Ancient Witches will know what happened to Oritel and Miriam. The witches are long gone, imprisoned in limbo, but Bloom suggests they can communicate with them. Faragonda takes them to a room where they can contact any dimension at any time, and they discover the essence of the Ancient Witches is at a crypt in Cloud Tower.
The Winx go to where Cloud Tower used to be, and try to figure out what kind of spell was cast to make it disappear. Tecna suggests it was an illusion spell, so they transform and combine the Water Stars with their Enchantix powers, Bloom protecting herself with a shield (since the Water Stars would affect her due to her dragon fire). Flora uses Fairy Dust to open a hole in the invisibility barrier, then they all (except Bloom) turn small, enter the barrier, and destroy it with Fairy Dust, revealing Cloud Tower once more.
Baltor watches this and says the Trix haven't been able to beat Bloom. They say this is because of her Enchantix. Baltor initially takes this as an excuse, but decides to level the playing field by giving the Trix their "Disenchantix", casting a spell from the Misery Dimension on them. Icy suspects that Baltor is trying to avoid fighting Bloom himself and is afraid of her. Baltor takes this as disrespectful and says Icy will be punished.
The Winx make their way toward the crypt of Cloud Tower, and run into the Trix. The Winx still have the upper hand, although Darcy casts an illusion spell to make Stella think she's on fire, causing her to panic and run away. The others freeze the Trix in time and then search for Stella. Bloom finds her way into the crypt, where the spirits of the Ancient Witches appear. They say that Oritel and Miriam are not inside Baltor, nor are they dead, but in another dimension they say Bloom can't reach, and tell her no more.
The Trix recover from the time freeze, and Icy freezes Flora, Musa, and Tecna. Stella and Layla return and defeat the Trix before Stella uses Fairy Dust to unfreeze the others. The Trix are about to use a greater extent of their new power when Bloom appears, and all six Winx use Fairy Dust to remove the Trix's new power. The Trix are forced to run.
With Cloud Tower restored, Griffin and the witches move back in. Faragonda says Baltor will strike again. Now Bloom knows Baltor lied and her birth parents aren't inside him, she can fight him with all her might.
- It's revealed Bloom's birth parents are not inside Baltor, but imprisoned in another dimension