They rode up to Alfea and stopped right in front of Bloom and everyone.

"Hey bro, ready?" asked Sky saying goodbye to Bloom

"Ya." He sighed

"Sweetie are you okay?" asked Flora looking at Musa

"Ya." She smiled weakly cradling Musica as she sat on a step

"Hey girl, can you watch Musa and make sure she's okay?" whispered Riven

"Why what's wrong?" asked Bloom

"She threw up a few times this morning and she won't eat." He whispered

"Don't worry, we'll take good care of her." Smiled Stella

"Thanks girls." He smiled

"Bye baby." He smiled as he kissed her and Musica

"I'll see ya." She smiled as the guys left

"Come on girls, class is going top start." Sighed Tecna

"Ya, don't want to be late for Professor Avalon's class." Sighed Layla

"I have to take Muscia to Faragonda." Sighed Musa

"I'll do it." Smiled Layla as she took him from Musa

"Thanks." She smiled as she watched Layla walk away

The girls walked to class and sat in their seats

"Okay class, first off get in your winx forms." Smiled Avalon all of the girls transformed but Musa

"Musa, what's wrong?" asked the girls

"I don't know I can't transform." She sighed weakly

"Musa go to Ofelia." Sighed Avalon

"Okay." She sighed as she walked out of the room

Musa walked to Ofelia's office and walked in

"Ah Musa, I'm happy to see you not covered in blood." Smiled Ofelia

"Thanks." She sighed

"So what's wrong?" she asked

"Well, I threw up a few up a little this morning and I can't transform." She sighed

"Mmm…did you eat anything?" she asked

"No, I wasn't hungry." She sighed shaking her head

"Lay down and I'll do some tests." She smiled ushering Musa to a bed

After Ofelia finished the tests Musa fell asleep so she just let her. A few hours later Musa woke up.

"What time is it?" she yawned as she sat up in the bed

"Its lunch time, you've been asleep Musa." smiled Ofelia sitting at her desk

"Do you know what's wrong with me?" she asked getting out of bed

"Ya, you're"

BOOM!

"What was that!" cried Musa running out of Ofelia's office

She ran as fast as her legs would let her until she got to the dinning hall. She busted threw the doors only to see everyone on the ground unconscious except for Uka walking to Musica in Ms. Faragonda's arms.

"STAY AWAY FROM HIM!" she growled trying to get in her winx form

"Huh? Oh, its you." Sighed Uka as she continued walking to Musica

"Aren't you listening! STAY AWAY FROM HIM!" she screamed as she was finally able to transform, but her whole body was covered in sparks

"So you got in your winx form, big deal." Yawned Uka

She jumped at Uka and started fighting her, but she wasn't able to touch her.

"I've memorized all of your fighting moves, you can't beat me." She laughed

"Who are you!" she growled

"I'm the younger sister of Muka." Growled Uka

"Who?" she asked as she threw a punch but missed

"The witch that killed the brat's parents." Laughed Uka

"Oh, so you're after Musica too." She growled

"Ya." She smirked

"SUBWFOOFER BLASTERS!" cried Musa as two huge speakers appeared around Uka

Then Uka fall to the ground as Musa flew to Musica. But within a few seconds she returned to normal.

"Oh no!" she cried as Uka started to get up

"Stupid pixie, you're all out of winx." Laughed Uka

Now listen, I'm in a generous mood. Give me the brat and I'll let you keep the other one." She smirked

"What are you talking about?" asked Musa confused as she held Musica closer

"What do they teach you here? You're pregnant you stupid pixie." She sighed

"WHAT!" she cried

"Ya now chose do you want a baby who isn't even yours or a baby who is?" she smirked