"Show yourself Icy!" Bloom circled the perimeter, searching for any sign of movement. "I'm not afraid of you!"

"Ah, but you should be." A deep rumbling voice rumbled all around her.

Bloom spun around, "You're Valtor, aren't you?" She spat his name with disdain.

From behind a pillar, a man dressed in luxurious robes stepped carefully out, his boots treading across the rough surface with an air of grace. He lifted his chin and looked down at Bloom disdainfully. "You don't remember me?"

She narrowed her eyes. She had seen that man before, but where? She frowned, where…where?

She narrowed her eyes. "You were that man with Cassandra at Solaria."

He bowed. "Yes, I am Valtor, and I have come to finish what I had started seventeen years ago." He straightened out and adjusted his coat. "You look just like your mother." He said with a hint of scorn.

Bloom lowered her glowing hands, aghast, "My mother? What do you know about Marion?" She quickly raised her hands again, but her eyes were eager for information.

"I know many things." Valtor gave a sideways glance at her.. "But the only thing you need to know now is that I was the one who destroyed her. You're father too." His grin widened when seeing Bloom's face fall.

"You were the one who destroyed Domino? And Daphne?" The fire in her eyes faded, the shock of the truth dawning on her face.

"They were an easy kill." Valtor's voice did nothing to hide his pleasure in seeing Bloom suffer. She was near to collapsing on the ground, her knees trembled beneath her and the glow of fire in her hands subsided to a mere sizzle of magic. Her lips trembled as she fought the emotion. He was the one who had destroyed her planet. It was because of him that she lost the life she was supposed to have.

He was to blame for everything.

"Y-you monster." She breathed. As quickly as it had left, her eyes burned with rage and the magic around her magnified, her hair rising from her neck.

"That's it, Bloom." Valtor linked his hands together and watched with anticipation. "Fuel your hate, hit me with your most powerful spell. Destroy me."

The air around the two of them was electrifying, dark clouds began to swirl and whorl around the small islandic ruin. It was unclear whose power was summoning the clouds, but the magic around them was thick with power, both from the same source from long ago. The Dragon Flame.

Bloom felt her rage rise inside her, like a tidal wave reaching its peak, she felt the roar come out of her throat, raw and wild. She felt the fiery power of her voice. Without even realizing what she was doing, she let her power go. She blindly thrashed her fire violently at the wizard in front of her. The sorcerer stood tall and stoic, not flinching at any of her attacks. His lips were tight, but slowly curling upwards. He crossed his arms and casually began to approach Bloom.

Bloom volleyed spell after spell at Valtor. It didn't matter where she hit him, as long as she saw him suffer. She threw spears and arrows of fire at him, and hurled giant balls of lava. Her voice was hoarse from grunting and screaming as she released her fury. She gasped for breath, blinking for a moment. She frowned, Valtor was smiling. Something was wrong, something she didn't anticipate. She dropped her hands, and waited to see his move.

He began to clap, slowly. The sound echoed around them, taunting Bloom. "Well done, Bloom. You definitely are the bearer of the Dragon Flame. You have talent, and you have spirit." He sighed, "But sadly, you are still only an amateur."

In a whirl of black fire, Valtor suddenly appeared only inches away from Bloom. She gasped and shrunk away from him. He grinned, his vampire-like teeth glistening white, wide with pleasure. "Now you get to feel my wrath."


"Mom!" Tressa swam into the tunnels of dungeons, flinging her sword behind her. Layla glanced around cautiously around them. Despite was Tressa had said about a Kraken guarding the dungeon, it had been surprisingly clear of any water beasts, and it was easier than they anticipated entering the dungeons. Layla smelled something fishy.

Queen Ligea raised her downcast eyes and suddenly her face glowed. "Tressa, my child! You're okay!" She swam to the bars of her cell and stretched her arms out to hold her daughter.

"Mom, I was so scared. I thought maybe they had turned you into a monster too!" She fought back the emotion smiled. "But Layla will save us."

Ligea glanced over at her niece and bowed her head in respect. "Thank you Layla, for sacrificing yourself for our lives."

Layla nodded, "You're family, I would do it a hundred times, if necessary. But enough chatter, I get the feeling that this dungeon won't be just the three of us for long. Tressa, use the sword to break the bars on Ligea's cell."

Tressa nodded and swam back to where she had dropped her sword.

"I suggest you stay back, your highness." Layla turned and blasted a powerful beam of water magic on the bars. The bars shuddered and shook, but remained still. The water vibrated around them with Layla's magic.

"Layla!" Tressa was next to Layla without a moment's warning. "There's something outside. I heard it."

Layla whirled around and craned her neck to listen. Sure enough the distant sound of water in motion was slowly approaching them.

"Okay, quickly, slash the bars with the sword. You can do this." Layla encouraged her, but quickly backing away from Tressa to stay out of harm's way.

"Okay mom, you're going to get out of here." Tressa gritted her teeth and with a determined intake of breath, Tressa slammed the jagged sword against the coral bars. Cracks along the surface began to form, Tressa's eyes blazed with courage as she once again brought the sword down upon the bars. The cracks widened and deepened, and with a final slash, the coral bars were shattered to bits. Dust began to settle down on the ocean floor. Ligea blinked before swimming out of her cell and embracing her daughter.

"I am so proud of you, Tressa. You are so brave, my little girl."

"Thanks mom." Tressa snuggled close.

The sound of rock against rock suddenly broke the tender moment. Layla's heart began to quicken. "Okay time to go." She began to swim towards the entrance hoping they would make it in time. But with a thunderous roar, the kraken appeared.


"Get out of our way." Stella seethed. Darcy smirked back and then in a flashed teleported directly behind Stella and tapped her on the shoulder, sniggering.

"Fairies are so stupid." Darcy said as Stella spun around with a ball of light already taking shape in her hand.

"Eat this, Darcy." Stella slammed the ball into Darcy's face and sniffed in satisfaction at Darcy's yelp of pain.

"Guys, something really bad is happening down there." Flora pointed at the island. A fog was blowing in and obscuring the figures of Bloom and the wizard named Valtor. But even from up high in the skies, the Winx could feel that awesome power that was emanating from the two of them down there.

"Point for you," Icy fluttered up to meet them, her grin more wicked than normal. "It's good to see you're still capable of stating the obvious."

Flora blinked back forming tears and raised her chin.

"Hey!" Musa shouted. "Nobody talks to my friends like that." She blasted a powerful melodic blast at Icy's head, but the witch easily dodged it.

"Girls, stop feeding the witch's egos." Tecna suddenly shouted. Her face was grim set and her voice solemn. "Don't you see they are distracting us from Bloom?"

"Oh, we aren't distracting you from it." Stormy chuckled.

"Far from it, in fact." Darcy flung her hair back and glared at Stella.

"We want to make sure that all of you see Bloom's last stand." Icy cackled. "Valtor has a few lessons that Bloom needs to learn."


Bloom felt like the world was in slow motion as she watched the black poisonous magic ooze from Valtor's body. No, ooze wasn't the right word; engulfed was more like it. It was like a hungry black flame that consumed everything around it and took its energy for its own. She knew that she had lost, Valtor's magic was far more powerful than hers. He had much more experience than her. His power was ancient, and hungry from being dormant for seventeen years. She felt her own flames diminishing, dying under his grip.

He raised an eyebrow, and then curled his long fingers closed. The air from Bloom's lungs seemed to be sucked away, leaving a burning and aching pain in her throat. She gripped her neck and chocked for air. Without a moment to rest, Valtor pulled the flames back, only to shoot them back at Bloom in a horrible poisonous blast against her chest. She flew back and then crashed against a crumbling pillar. She cried hoarsely out in pain and collapsed to the ground, her body burning with excruciating pain.

The flames were gone, Bloom laid still on the harsh ground, her chest rose and fell, but every breath seared her lungs. Her face was resting against the cold stone floor. The sound of boot against stone drew closer, Bloom forced her eyes open and saw black boots standing still just a foot away from her.

Valtor crouched down, frowning, he grabbed a fistful of Bloom's hair and lifted her until her eyes met his, "You're weak. I would have expected a greater challenge from the daughter of Marion. It's disappointing really." He threw her back down on the ground, and rose. "I won't kill you in such a state."

He raised a hand, glowing with black, and his voice grew louder and more thunderous," But I will give you a taste of my power." The flames rose in more intense flames. Bloom screamed as her body became engulfed in the magic. Her body felt broken, she couldn't rise from the ground her legs shook every time she tried to rise.

In a voice as loud as thunder, Valtor spoke, "In six months' time, I will return to do battle with you and finally end my quest." The fog swirled around him, obscuring him from Bloom's sight.

Then the fog dissipated and cleared away. There was no sign of Valtor, the Trix disappeared with him.

"Bloom!" Stella's wings beat furiously before landing next to her best friend. "Bloom, tell me you're okay."

Flora, Tecna, and Musa landed quietly behind Stella, their faces were like stone as they circled around Bloom.

Bloom lifted her head and gripped Stella's hand as she shakily lifted herself up from the ground. "I-I'm fine." Her eyes were only half open and a trickle of blood was escaping the side of her lips. She sighed, it was a painful and exhausted sigh before her eyes closed and she fainted in Stella's arms.

"We need to get her back to Alfea." Tecna said. "But I can't guarantee that I can open a portal again for the second time."

"Look!" Flora said. "It's the boys."

The large Red Fountain airship rumbled high above them slowly circling its way to the surface to land. The main hatch was open and Sky was leaning out, the wind whipping his hair wildly across his face. As soon as he was closer to ground he leaped off and raced over to the Winx. His eyes never strayed from Bloom's still figure.

"What happened?" He asked, he lifted her into his arms and cradled her.

Stella didn't let go of one of her hands. "A wizard named Valtor, he attacked her."

"The Trix distracted us." Musa spat. "We couldn't help her."

"She needs to be taken to Alfea, now." Tecna said.

Sky nodded, "I'll take her, thank you girls." He lifted her up and tenderly carried her back to the ship.

"We need to get Layla. I don't think there's anything we can do for Andros." Tecna said.

"She's somewhere down there." Flora pointed to the dark waters. "She could be anywhere."

"Then let's go." Stella didn't blink before leaping over the edge and diving into the waters.


Rock crumbled around Layla as the kraken waved its tentacles, threatening her. It's maw was wide and gaping and Layla could smell the stench of it's previous meal, it smelled of death and decay. It clawed at the walls, pulling itself closer and closer to her and her family. She could feel the water vibrate with its roars, and she felt shivers run up and down her spine every time it roared. It's beady eyes wandered between her and Tressa and Ligea, not deciding which prisoner was more important.

"What do we do? There isn't another entrance out." Tressa said, she swam close to her mother.

"We fight back." Layla's hands glowed with magic, her eyes locked on the nearest tentacle. "Let's get rid of some of this guy's appendages." The magic solidified into a Morphix sword. As soon as the tentacle struck, Layla dodged it and slashed the sword down on the tentacle cutting it free from the kraken, a cloudy mist of red flowed from the wound. The beast drew back, it's roars were ear-splitting. The cave rumbled more intensely.
"I can't do that." Tressa's voice shook, "I'm scared."

Layla locked her jaws, she had to be the ruler her parents wanted her to be. She was scared too, terrified, but she forced herself to sound confident and strong. "Yes you can, Tressa. You can do this. Just go without thinking. Trust your body, and your mind."

"You can do this, sweetie." Ligea's staff glowed with magic. "I don't have much magic left, Layla, but I'll do what I can for you."

"Thanks." Layla nodded and swirled to see the kraken shaking the pain away. It's eyes were red with fury, red and ready to kill.

Tressa held her sword close to her body and her lips quivered with emotion. She flinched when the kraken roared, but her jaw was set when she saw a tentacle come towards her. She cried a vicious cry and hacked at the tentacle. The kraken roared, but it didn't pull back like before. Layla swam to her aid, the tentacle had been cut, but not all the way through, blood was clouding the water, and Layla's eyes stung as she swam through it.

She growled as she threw her sword against the tentacle, cutting through and letting it fall and settle into the sand.

"Thanks." Tressa breathed hard, and she tried to smile, but her body was shaking and her eyes were wide with fear.

"Need some help?" A voice shouted from outside the cave. A beam of light shone in through the entrance.

"Stella?" Layla shouted. "Is that you?"

The kraken whirled around just in time to see Stella, Musa, Layla and Tecna swim through the entrance. Musa was already blasting spells at the Kraken.

"C'mon Tres, we can do this." Layla said with a rye smile. She flung her sword straight at the back of the Kraken's head, she knew she had hit her target as soon as the sword flew free from her fingers. The Morphix sword struck the back of the beast's head, it growled and whirled back to face Layla. At that moment, Stella flung a spell at the now open wound on it's head.

The kraken was losing, it was surrounded on all sides and it swirled back and forth between the two sides. The smell of blood was thick and Layla was ready to choke as more and more wounds were opened along the kraken's pink flesh.

Layla lost herself in the adrenaline of the fight. All other noise fogged over and her focus was only on keeping the kraken from facing one way for too long. And then as soon as it turned to face her, she'd back away and let her friends take care of the rest.

It became like clockwork, and the kraken was growing weak and tired.

Layla drifted back away from the kraken when it turned to face her, she had a morphix ball glowing in her hand, she just had to throw it at the right time.

"Layla! Help!" Through the fog, Layla heard someone cry out for her. She blinked and the scene became crystal clear again.

In Layla's distracted state, she had failed to see that the kraken had turned its attention on the weakest member of the company, Queen Ligea. It swung a tentacle and struck her on the back, she cried out and then her eyes fluttered before she began to float towards the ground, unconscious.

"Mom!" Tressa's screams were piercing. She raised her blade and swam towards her mother, but the kraken had positioned itself between her and the queen.

"How could you?" She screamed, she swung her blade wrecklessly as she swam towards the giant beast.

"Tressa no!" Layla could see the kraken's tentacles poised to strike. It wanted Tressa to attack. "Tressa!" She swam towards her cousin in a desperate race to save her life. "Don't!" She said before throwing the mermaid behind her and far away from the kraken's reach.

"Layla!" Stella screamed.

Layla blinked and looked up at her friend, then felt a blow to her head, then saw black.