Valtor could see Bloom was about to deliver the final blow so he used some of the remains of his stolen magic to protect a small piece of his consciousness and waited just until Bloom created an explosion that tore the landscape apart even though she had created on the astral plain, it was then Valtor, or what was left of him, the piece he saved from the blast used a teleportation spell to teleport himself and Bloom's body to an underground lab he had discovered in his prime, it was deserted, the machinery within it was ancient, covered in dust, containment tubes were shattered, the lab was in a old dark cave.

Valtor then began to use healing spells to heal his body and regain his strength, he looked towards the girl he had brought with him, or what was left, her body was badly burned and clumps of her hair had been incinerated, however, unlike him Bloom hadn't survived the attack.

Valtor then lifted her body and tossed her into one of the tubes that looked like it would still operate, upright, he then placed it on locked down and activated several monitors and began using the machinery to take DNA from the body and placed it in another tube under lock down and filled it with a green fluid before trying to combine it with his magic to clone Bloom from the remains, only to have it fail, the body he created was too unstable and fell apart so he tried again and began merging Bloom's DNA trying to create a more stable vessel for her.

"I can't believe this at a time I would be able to clone her within minutes in here and now…arrrrgh I need the dragon fire and the only way I can get it now is to create a genetic duplicate of her" Valtor yelled, he knew he needed something to strengthen the vessel so it wouldn't just hold itself together long enough to extract the power but it needed to be able to contain the dragon fire, the only problem was it was so strong it needed a strong, powerful, living organism to contain it and a pure one at that. And Valtor was still weak, he still needed time to rest and heal his wounds and recover his magic.

A Year Later…

Valtor was fully healed, however, he was still recovering nearly half his magic, he sat in a old, dusty office chair he found in one of the caves that surrounded the lab and led to it, he was staring intently at one of the monitors, one which showed Bloom's DNA, or what was left of it, over the past year despite the precautions he took most of the body had rotted away and now there were several gaps in the DNA and he needed to act quick, he couldn't create a body strong enough to contain the power he desired so he had to use what was left of the original. Valtor then grew a smirk, he now had exactly what he needed now, he then rolled over to a cabinet that had been locked when he arrived, until he blew it open he then reached in and pulled out a vile that contained a green liquid he then went back to where he was before and used the machinery to scan the vile, the computer then combined the code of the DNA in the vile and that of the subject to simulate the outcome, his smirk then grew as he saw he was correct.

Valtor then poured the substance into the machine and which merged the two samples DNA, he then pulled the outcome on the screen and couldn't believe it, he had done it, the genetic code was stable, so all he had to do now was merge it with the body and do the regenerative properties of the DNA he merged with Bloom's he would be able to get the power he desired with just enough time to torture Bloom before her body collapsed on itself, too unstable to hold itself together.

He then transferred the DNA to the tube the remains of Bloom's body was, which was basically a skeleton, missing its right hand, some red hair and small traces of flesh, the minute the DNA made contact with the body it spread throughout it, Valtor just watched as it recreated the organs, as her skin was recreated and within minutes she looked the same as the day she died, even the clothes had been reconstructed.

Valtor then opened the tube and let her fall out of it on the ground, barely conscious and just as she was recovering; he told her what she was what he had done to her.

Meanwhile…

The winx girls had been summoned to Miss Faragonda's office, even Roxy had been summoned.

"You sent for us?" Flora asked as they entered the office.

"Yes about ten minutes ago I sensed a large spike of negative energy, the universe was out of balance for moment so I used the ball to try and locate the source of the negative energy and…well…" Faragonda trailed off.

"What is it Faragonda?" Stella asked.

"It was Valtor" Faragonda breathed out, all of the winx, except for Roxy gasped, their jaws dropped and their eyes went wide.

"What, who's Valtor?" Roxy then asked

"Remember when we told you about Bloom, how she was the most powerful fairy at Alfea. Well, Valtor was the one who killed her, we thought that she'd took him with her and ended the war that started on sparx decades ago…we almost thought it was worth it…but now it looks like she died for nothing" Flora replied as tears filled her eyes.

"Valtor is still weak, he may have healed but he has yet to regain his full powers which is why I didn't detect him sooner, meaning we have a chance to stop him from finishing what he started" Faragonda said.

"Don't worry this time we'll stop him no matter what" Layla stated, Faragonda then told them his whereabouts and not to underestimate him, Stella then opened her portal which took them into one of the caves that connected to Valtor's whereabouts, Techna then pulled up a virtual map of tunnels and found a strong heartbeat in one of them along with a weak one, they then headed in that direction.

Meanwhile…

Valtor was trying to absorb the dragon fire by force, he had chained Bloom to the far corner cave wall, Bloom was resisting Valtor with all her will, while trying to hold her body together, they were then both shocked as Valtor was blasted by a yellow orb.

"SUN BURST" Stella yelled as she shot Valtor with the attack.

Valtor stumbled back and glared at five girls that had entered his lair, Valtor then sent several fireballs at the winx club and struck several cave walls, shaking the cave entrance which they stood in causing them to lose their balance and fall to the cave floor, Roxy tumbled to the corner Bloom was chained in, Bloom just stared at the fight that was commencing, Roxy then noticed Bloom and approached her, still on her knees, she recognised her from photos of the winx club when they were at school.

"Bloom" she whispered shocked, Bloom just looked towards her weakly and nodded, Roxy went wide eyed, Bloom then looked towards the shackles that bound her and began to focus on her body and altered its density and pulled her hands through it, like her hands were a thick liquid, she then solidified them and stumbled to her feet. Bloom then approached Valtor from behind, her right arm then began to morph, it smoothed out and began a sharp spear shape, Valtor was about to send another blast at her friends who were now on the defensive when he felt pain surge through him and blood trickle down his leg, he looked down to see what looked like a skin coloured spear, it then retracted and he looked over his shoulder to see Bloom pulling back her arm it slowly morphed back in to it's original shape, it was then he used a teleportation spell to escape so he could heal and gather his strength so he could complete what he started back on sparx decades ago.

The winx just stared in shock at who was standing their, Bloom then collapsed unconscious, the winx then rushed to her side and teleported them back to Alfea in the hospital wing and placed Bloom in one of the beds so she could be treated.