Baltor challenges Faragonda, Saladin, and Griffin to a duel, threatening to destroy Magix if they refuse, and if he wins, he gets all the magic secrets of their schools. To demonstrate his power, he makes Cloud Tower disappear. Faragonda, Griffin, and Saladin accept. When they fight, Baltor uses an illusion spell to make the three fight each other, each thinking one of the others is Baltor. Once Faragonda is beat up enough, the barrier around Alfea weakens, and Baltor penetrates it. As he attempts to steal Alfea's spells, Bloom senses his presence and the Winx confront him. Bloom uses the Water Stars' power, weakening Baltor. Bloom is about to destroy Baltor when he says that he cast a spell to absorb Oritel and Miriam, and killing him would kill them as well. Baltor teleports away without Alfea's spells.
Baltor's illusion spell on Faragonda, Saladin, and Griffin goes away.
Ophir reveals to Layla that the men were there to take him back to Tides, because his real name is Nabu, Layla's fiance, who ran away because he didn't like the arranged marriage either. He wanted to know who it was he was intended to marry, and fell in love with her. Layla's parents decide not to force them to get married or think of a wedding yet, but it looks like destiny brought them together anyway, as they are in love.
- Baltor tells Bloom he absorbed her birth parents
- Ophir's true identity is revealed to be Nabu