Season 3, Episode 10

In this episode, the Trix complain that they don't have much of an evil hideout. They decide to take over Cloud Tower. Valtor disguises as a fawn and the Trix disguise themselves as wolves. The Trix chase Valtor up to the doors of Cloud Tower, where a witch unwittingly takes down the shield. Valtor and the Trix change back into their normal form and Valtor casts a mind-control spell on the witches at Cloud Tower. He goes on to attack Ms. Griffon.

We also learn that Valtor and Ms. Griffon were a part of the coven. Ms. Griffon "betrayed the coven" when she left the coven, because she felt what they were doing was wrong. Ms. Faragonda ended up saving Ms. Griffon from the Ancestral Witches, and Ms. Griffon joined the Company of Light.

We then go to Alfea were we see Faragonda sitting at her desk. The sky becomes dark and it begins to rain. Griselda explains to the students that the protective barrier keeps the rain out. Suddenly, purplish flashes of lighting start coming down and attacking the barrier. The zombified witches begin to attack the barrier. The barrier breaks and a battle begins. Faragonda has Palladium and WizGiz gather up the students in order to create a new barrier. Valtor and Faragonda battle it out and leave the school grounds. The students split into two groups, one group will recreate and strengthen the barrier, while the other go into the school to stop the Trix from stealing the ancient secrets from Alfea. Aisha and Stella go with the first group, while the rest of the Winx Club goes with the second group.

The second group splits up and searches the castle while the barrier is successfully reconstructed outside. Galatea hears something and breaks away from the sub-group she is in. She finds the Trix in a corridor. Galatea goes onto the offense and launches a sound spell. Icey counters it and forces Galatea to lead them to the library. Galatea sends out low frequency sound waves which Musa picks up (and says that they use to communicate on Melody). Musa, Bloom, Flora and Tecna follow Musa as she directs them to the library.

Meanwhile, Galatea fights the Trix. Icy freezes Galatea and then destroys her wings. Galatea bursts into tears, and the Winx Girls show up. The Winx fight off the Trix, but before the Trix leave, Darcy sets fire to the library with dark magic, saying if they cannot have Alfea's secrets, no one can. After a few failed attempts to put out the fire, the girls decided to leave. Galatea decides to try and rescue the books so she would not have lost her wings for nothing. Musa runs after to rescue Galatea and drags her toward the exit. Musa falls and drops Galatea, due to loss of strength.

Musa receives her Enchantix, stops the fire and gives Galatea her wings back.
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