5 girls were in cloud tower. They were fairies from Alfea. The blond girl, Stella, got her ring stolen by three witches that were known as the Trix. They managed to get the ring back but they were discovered by the headmistress, Griffin. The headmistress used her powers to toy with the Winx which led them to the library.

"What are we gonna do now?" Musa asked

"We can't go out the same way we came in that's for sure" Aisha said

"If we just blindly wander around then we'll get caught" Flora said

"I tried scanning this place for an exit but the magic that's affecting the terrain is interfering" Tecna said

"We can't blast our way out that's for sure" Stella said

The five fairies then tried to see if there was a secret passage in the library but so far that haven't found anything. Stella eventually came across someone who was at a table. It was a redheaded girl with a purple ribbon in her hair. She was short, at least 5 feet tall. She was wearing a purple shirt and a black skirt with black boots.

Stella knew that this girl was a witch and she decided to see if she knew the way out.

"Hey! You there!" Stella said

The redheaded girl jumped from fright. The sudden loud voice had startled her. She turned over and saw Stella there. She saw that she was a fairy. The young witch got scared and moved away from her.

"S-stay back!" The girl said

"Stay back?!" Stella asked

"Y-yes! Please don't come any closer you fairy!" The redhead said

Stella then realized that this witch was scared of her, a fairy. A witch was scared of a fairy, that was new to her.

"What's all the commotion going on over here?" Musa said

The redheaded witch saw that there were more fairies and became more scared. She closed her eyes and refused to open them. She didn't like fairies at all.

"Who's that?" Aisha asked

"She's a witch that I found here" Stella said

"She's looks scared" Tecna said

"I think she is scared" Flora said

"She scared of fairies" Stella said

"Scared of fairies?" Musa asked

"She freaked out when she saw me and now all of us are here in front of her" Stella said

Flora stepped forward and spoke in a gentle manner.

"Don't worry sweetie, we're not going to hurt you" Flora said

The redhead felt that the soft voice was sincere and she felt like she could trust the fairy who was speaking.

"You won't?" The girl asked

"I promise" Flora said

The redhead then opened her blue eyes and saw that the fairies were staying where they were. They didn't make any attempt to attack her. She then came to a conclusion that these fairies were nice fairies.

"Who are all of you?" The redhead asked

Stella decided to introduce herself first and then pointed to the rest of her friends.

"I'm Stella and that's Flora, Musa, Tecna and Aisha" Stella said

"What's your name?" Stella asked

"Um…it's Bloom" Bloom said

"Nice to meet you, Bloom!" Stella said

"All of you wouldn't happen to be students from Alfea would you?" Bloom asked

"Actually we are" Tecna said

"What are you doing in Cloud tower?" Bloom said

"Some witches stole my ring and we came here to get it back. But the terrain suddenly started to change right after we retrieved it and now we can't find an exit" Stella said

"The terrain? That means you've been discovered by Headmistress Griffin. She's toying with you all" Bloom said

"Just like a witch" Stella said

"You wouldn't happen to know a way out do you? Is there a secret passage somewhere?" Musa said

The redhead seemed hesitant at first but seeing that these fairies haven't done anything bad she decided to help them out.

"Follow me, I can show you the way" Bloom said

They were then surrounded by spiders and the fairies fought them off along with their new witch friend. Flora summoned a spider eater but as soon as the spider eater disappeared the remains of the spiders morphed into as slob monster, which then proceeded to shape shift into a slime spider. They ran but the spider managed to run past them by crawling quickly on the ceiling. It then dropped down and the group of fairies closed their eyes and waited for the pain. But it never came. Confused they opened their eyes and saw that Bloom had created an orange shield which prevented the slime spider from crushing them.

"Awesome!" Musa said

"Please run! There should be a room up ahead. There's a giant safe in there and that should be the exit" Bloom said

The spider slammed its body down on her shield, causing her to recoil a bit.

"Please hurry! I can't hold it off for much longer" Bloom said

"We're not leaving you here to deal with that thing" Aisha said

"You have to! It'll be fine. This thing won't kill me" Bloom said

Her shield finally had a crack and it broke under pressure. Stella then yanked the young witch before she got crushed.

"Come on!" Stella said

They ran to where the door was and entered it. They attacked the monster together and it exploded. Thanks to Tecna's firewall spell, none them got slimed. Bloom then opened the vault door and allowed the Winx to escape.

A few days later, Bloom was hanging out in Magix on a Wednesday, which was the day that most of the witches hang out. She was taking a shortcut to another shop when she heard some shouts. She looked an saw that an army witches was chasing a girl. When she focused her vision she saw that it was one of the fairies that infiltrated cloud tower the other day. She briefly remember that the fairy that was being chased was named Musa. She quickly went into an alley and waited. She then pulled Musa towards her and the witches ran past them. Musa then looked at who saved her and saw it was the witch from cloud tower that helped them out. She remember that her name was Bloom.

"Whew, thanks Bloom" Musa said

"What are doing here? Most of the witches hang out here on this day" Bloom said

"I'm just in bad mood! I don't need a lecture!" Musa said

The redhead got scared and backed off.

"I-I'm s-sorry!" Bloom said

Musa then realized that she just took out some of her frustration on her new friend.

"Sorry, Bloom, I just got into a fight with one of my friends and I came here to calm down" Musa said

"I-I see, I'm sorry but its dangerous for fairies to be here. I'll try to help you get away before you get discovered" Bloom said

As soon as she said that the Trix appeared before them.

"Too late" Darcy said

"Uh oh" Musa said

"You have nowhere to run now, pixie!" Stormy said

"And that little witch of yours will be receiving a punishment from us personally" Icy said

The trix then unleashed their spells against them. Bloom was able to think quickly and put up a shield to block them. The redhead then turned to Musa.

"H-hurry y-you n-need to r-run" Bloom said

"There's no way I can just leave you here to face them alone" Musa said

"Please go! They're too powerful for you to face right now" Bloom said

Musa was very reluctant to leave her. She wasn't sure if she would be able to leave her here all alone to face the Trix.

Musa regretfully ran away and left her alone. She was hoping to find someone that could help her. The specialist ship arrived and the rest of the winx showed up.

"Musa!" Tecna said

"Everyone we need to go help her!" Musa said

"Help who?" Stella asked

There was an explosion in the alleyway where Bloom was and a body flew out of the alleyway. They saw that it was Bloom and she was seriously injured from the attack of the Trix. She was still conscious thought she was still hurt.

Icy then fired off another ice spell. Musa then jumped in front of her and created a shield to block her attack.

"Musa!" Bloom said

"You saved me and my friends! Now its our turn to save you" Musa said

The winx and Bloom were in for a big showdown in Magix.