~~~Previously~~~

The specialists decide to check around the area for signs of Splendora's base. Meanwhile, Rachel storms off into the forest and Rosella is left to her thoughts. After a talk with Faragonda, Catarina and Carmen head to Magix City in order to find Flora. The girls hope that Flora can help Rosella overcome her fears and fight back. ~~~

Red Fountain

"It's time that we head out." Rexx said, as they all grabbed their gear.

Colton sighed, following Rexx on to the Owl. "I got a feeling that this isn't going to end to well. It just feels as if something is wrong around here."

Alex watched Rexx and Colton board before turning to Zane. "Are you sure you don't want to come with us? We could use all the help we can get."

Zane nodded and chuckled a little before speaking, "I wouldn't want to get in the way. My skills are not quite as good as you guys. Besides, I want to be here in case something happens while your gone. Just try to be careful alright."

Alex sighed and boarded the ship. "Let's get out of here. Remember guys, recon only."

Zane watched as the ship left and smirked once it was out of sight. His orders were to stay put at the school and take it down from the inside. "Those fools don't even realize what's truly going on. I'll take down this pathetic school and then go after the unicorn." 'All I have to do is set off the sound grenades Echo gave me and this place will be history.' Chuckling, he walked out to the training field. 'I just have to wait for Echo's signal.'

Splendora's Base

"Echo, give our guests a little welcome present." Splendora said smirking.

Echo smiled and walked out to the top of the tower. "Let's see just what these boys can do. They won't know what hit them."

"Anyone see anything?" Alex asked.

"It's hard to see anything in this fog." Rexx said.

Colton looked around and winced a little. "I have this strange feeling that we're close. Being out here in the shadows does not sit well with me."

"Take it easy Colton. I just don't get why we're surrounded in red fog." Alex said.

Echo watched as the ship got close and chuckled. 'How pathetic of them to get lost in Splendora's smoke. If they were outside, they would all fall victim to their nightmares. Time for these boys to come crashing down. Although, I must commend them on making it this far.' With a grin on her face, Echo sent sound waves flying at the ship.

"Whoa?!" Rexx called out. "What just hit us?"

Alex quickly took a look around and noticed Echo. "We got company."

"It's Echo." Colton said. "She's attacking us with sound waves. Brace yourself."

They all held on tight as more sound waves struck the ship, causing them to crash. The ship itself crashed right beside Splendora's tower. Echo chuckled as another round of sound waves struck the ship, creating a massive hold and letting the crimson smoke inside.

"Is everyone alright?" Alex asked before standing up.

Rexx winced in pain and slowly stood up. "Man, I really don't like this witch."

"We have bigger problems to worry about." Colton said, pointing towards the smoke. "Don't breathe it in. It's crimson smoke or in other words, nightmare fog. The smoke makes your nightmares seem real. Stay strong and don't lose your courage. It's the only way to get through this."

Alex growled a little and led the way out of the ship. "We have to stop that witch. I know that we can defeat her."

Rexx smirked and stood by Alex's side. "She won't stand a chance."

"Come down and face us Echo." Colton called out.

Echo chuckled and appeared in front of them in a cloud of dark smoke. "Colton. I should have known that you would see through Splendora's magic. However, it won't save you from me."

"Stop talking and fight us witch." Alex said, forming his ice bow and firing an arrow at Echo.

Echo smirked and blew the arrow away with her sound waves. "It will take more than that little boy." Chuckling, she disappeared and reappeared behind Alex. "You shouldn't waste your time with arrows. Sound cage." Within an instant, Alex was surrounded by a cage made of sound waves. He would find himself falling to his knees in pain.

"Don't underestimate us witch." Rexx said, glaring at her. "It's my turn. Inferno chakram, blazing heat." He threw his chakram at her, only to have her block it with a sound shield.

Echo smiled a little as shadow threads wrapped around Rexx and Alex. "You are now my prisoners. I hope you like being slaves to my mistress."

Colton watched as his friends were captured, with a frightened look upon his face. "Let them go Echo. Light javelin, blinding ray."

Within an instant, a ray of light struck Echo and caused her to laugh. "You don't have the strength to defeat me. You're just a weak little boy that needs protecting." With a smirk, she caught Colton in shadow threads. "Nothing can save you now." Chuckling, she dragged them to the dungeon and let the shadow threads hold them in mid air. Once they were secured, she walked back to the throne room. "They have all been captured mistress."

Splendora smiled and turned her shadow orb to Red Fountain. "Excellent. Have Rave proceed with his part. It's time for Red Fountain to fall and then we will go after that pesky fairy."

Red Fountain

Rave smirked as he got word to begin the attack. "Time for some fun. I'll set off a few to get their attention." With a swift movement of his hand, he caused an explosion in the training field. "Now to watch them scramble."

Within a instant, dozens of students came running out to see what all the commotion was. Rave quickly hid among them and pretended to be in shock. No one would know that he was the one that caused the damage.

'Something's not right about all of this.' Helia thought.

"What are you thinking Helia?" Saladin asked.

"I'm not sure exactly, but I don't think this was just a coincidence."

Saladin nodded and stared out the window at the training field. "You'll figure it out. Do what you think is right. It must be your decision Helia. This is why you are headmaster now. I can advise you, but in the end, the decision must be yours."

"We need to get everyone out of here." Helia said. "I have this feeling that it's not over yet."

'Now to really cause an uproar.' Rave thought, setting off the rest of the bombs.

"He's the one doing this." Helia said, running outside and taking notice to Rave.

Saladin followed after Helia and turned his attention to Rave. "That's Zane or at least that's what he wants us to believe. There's something off about him, but we need to focus on getting everyone to safety."

Within seconds, ships began leaving Red Fountain and heading towards Alfea. Upon landing, the boys were led into the main hall and awaited further instruction. None of them had expected an attack on their school and not prepared for one. All anyone could see was the smoke coming from the place where their school once stood.

Rave smiled as he looked back at the destruction he caused. "This place won't be back on its feet anytime soon. So long Red Fountain."

"So it was you." Helia said. "Zane, if that's your real name."

Rave chuckled and turned his attention to Helia. "If it isn't the headmaster himself. Shouldn't you be with your students right now? They must be scared out of their minds."

"What was the purpose of all this destruction?" Helia asked.

Rave smirked and started walking away. "Wouldn't you like to know."

"Hold on." Helia said, using his laser glove to bind Rave. "I want answers."

Rave struggled against the bindings and glared a little. "As if I would ever tell you anything. You are right about one thing though." With that, he used his shadow sais to cut himself free. "I'm not Zane." Within an instant, his entire appearance changed. "You can call me Rave. And there's just one more thing. You're missing a few students headmaster." Chuckling, he disappeared into the shadows.

Alfea

Faragonda watched as the ships arrived from her office and looked down. "Who could have possibly done such a thing? And what do they have to gain from all of this?"

"Headmistress." Griselda said. "The boys have all gathered in the main hall."

"Yes, I know. We need to find out if anyone is missing."

Faragonda and Griselda made their way into the main hall, looking around at everyone. All the headmistress could think about was who caused such devastation. Sighing, she faced forward and cleared her throat.

"I realize that this has been hard on all of you. That being said, you can't let this attack get to you. Everyone must remain calm and vigilant until we know for sure who caused it. Take this time to gather your thoughts."

Splendora's Base

"Echo." Splendora said.

In a cloud of dark purple smoke, Echo appeared in front of Splendora. "Yes my mistress."

"I want you to go to gloomy wood forest and stir up some trouble. It will surely draw out those pathetic fairies. And while you're at it, take care of that headmaster."

Within an instant, Echo was gone from sight and heading straight for gloomy wood. 'This will be a piece of cake. Those fools won't know what hit them.'

"We have to get out of here." Alex said, struggling against his bindings.

Gale sighed and looked down a little. "Remain calm Alex. Struggling does no good here. However, you are right. We have to get free and warn people. Zane, isn't there anything we can do?"

"Echo's magic is very powerful." Zane said. "Getting out of here would be near impossible."

Colton looked down and sighed. "Even if we do get out of these shadow binds, how are we going to get to Alfea? Don't forget that the Owl was shot down and most likely everything inside was destroyed in the blast."

"I can take care of transportation." Zane said. "We just have to get out of here first."

Alex growled a little before a look of shock came over his face. "That's it. Colton, you can use your light javelin to break these binds."

"That's right. The light from the javelin would negate the effects of this shadow magic." Gale said.

"I'll try, but I can't promise anything. I haven't had much practice with summoning it." Colton closed his eyes and concentrated. 'Please Revia, give me the strength to bring forth this weapon.' After a few seconds of waiting, the javelin appeared in Colton's hand. "It worked. Now to get free." He gripped his weapon tightly and slashed at his shadow binds, releasing him.

"You did it Colton." Rexx said smiling. "Now get us down."

Colton nodded and used his javelin to free the other specialists. "You guys need to find your weapons."

"Colton. You go on ahead to Alfea. We'll catch up with you." Alex said.

Zane stretched out and rubbed his shoulder. "I'm sorry, but I don't have what I need to send you back. It looks like you will have to walk there."

"If you check the ship, there is a chance that you might find a working wind rider." Gale said. "Get going alright. We can't afford to waste anymore time here."

Colton nodded and jumped out a nearby window, landing beside the ship. 'Please let me find something.' Without hesitation, he ran inside and was lucky enough to find one wind rider intact. 'Hold on everyone, I'm on my way.' Before long, he was flying off towards Alfea.

"So, the boys have managed to get free." Splendora said smirking. "And one of them has actually managed to leave the tower. Another pest from Revia. Too bad he's too weak to do anything. I'll just send a few nightmare creatures after him and into Magix City." Chuckling, she summoned a few nightmare spiders and bats. "Now go my pets. Destroy Magix and that pesky specialist."

Gloomy Woods

Echo appeared in the woods and smirked upon seeing the pixie village. 'With my spells, I can easily break their pathetic barrier.' Within seconds, she cast a dark sound spell and brought the barrier down. "Come out and play pixies."

"Ninfea!" Lockette called out, flying towards her. "The barrier has been destroyed."

Ninfea nodded and looked over towards Echo. "We have to get everyone out of here. Livy, go to Alfea and get help. Hurry."

"I'll be back in no time Ninfea." Livy said, taking off on her surfboard. A few seconds later, she returned and was confused. "What was that again?"

Chatta sighed and yelled at Livy. "JUST GET TO ALFEA AND GET HELP!"

"Let me write that down." Livy said and took off once more. "I have to hurry."

Echo chuckled and watched as the pixies scattered. "That's it you little pests, scatter like the scared weaklings you are."

"That's enough." Ninfea said as the pixies used their magic against Echo.

Echo smirked as her hands started to glow a deep purple. "How pathetic. Let me show you what real magic is. Sonic bolt." She couldn't help but laugh as each blast grew larger upon contact, causing the pixies to fall to the ground. "You don't stand a chance against me."

Alfea

"Faragonda!" Livy called out as she flew through the main hall to miss Faragonda.

Faragonda smiled as Livy arrived and tried to calm her down. "Take it easy Livy. What's the rush for?"

"Trouble." Livy said. "Pixie village is under attack. The others need help."

Faragonda nodded and turned towards Griselda. "We have to act now. Gather together anyone that can help."

Rachel and few other girls appeared in front of Faragonda. "We're ready."

"Hurry to pixie village before it's too late." Faragonda said.

With that, the fairies ran out the door towards the pixie village. Rachel was about to take off when Rosella appeared in the hall. Rosella was a little nervous and scared, but she knew that she had to do something.

"I want to help as well." Rosella said.

Rachel looked over at Rosella and glared a little. "And what exactly do you plan to do? You can't even transform. You'll only get in the way." Sighing, she placed a hand on Rosella's shoulder. "I'm sorry Rosella, but what good could you be without magic? This could possibly be a trap to capture you. You said that Splendora was after you. I'm sorry, but you can't come. It's too dangerous for a fairy like you." Within seconds, Rachel took off towards the village.

Rosella looked down and walked out to the fountain, staring into the water. "She's right, I can't do anything."

Magix City

Catarina and Carmen got off the bus and looked around. Neither one of them had any idea where to start their search for Flora. Sighing, they sat down and started to think. The city was busy as usual and finding someone would be difficult.

"There has to be some place where we can begin our search." Carmen said.

Catarina nodded and stood up. "Someone around here must know where Flora is. Let's just ask someone."

At that moment, a elderly woman started walking past them. The woman stopped and took a seat on the bench. "It's such a beautiful day isn't it girls. You're both so young. I wish that I could be as young as you again."

"It sure is ma'am and thank you." Carmen said.

Catarina smiled and nodded. "You're right, it is a beautiful day. Not a single cloud in the sky. You couldn't be any older than twenty ma'am."

The woman chuckled and smiled. "You are too kind miss. I feel so young again. Thank you for that. Is there anything I can do for you?"

"Actually, there is something that we would like to ask you." Carmen said.

Catarina nodded and sat back down. "We were hoping that could tell us where we might find Flora. You see, we want to ask her to talk to a friend of ours."

"Flora." The old woman said. "Hmmm...Flora...Flora...Flora..." She started to get in lost in her thoughts before snapping back to reality. "Oh that's right. You mean the flower girl from the winx. I believe that she owns a flower shop down the road. Yes, she's usually there around this time."

Catarina and Carmen stood up, thanking the woman for her help. Now all they had to do was get to this flower shop and find Flora. Hopefully, the woman was right and she was there.

"Thank you so much ma'am." Catarina said, before taking off with Carmen to the flower shop.

"Could this be the place?" Carmen asked.

Catarina looked through the window and took notice to Flora. "This is the place alright. There she is."

Carmen smiled as they both walked through the door. "Whoa. Everything is so beautiful in here."

"Thank you. Everyone around here is highly skilled when it comes to taking care of these flowers." Flora said smiling. "Was there something in particular you were looking for?"

Catarina nodded and turned her attention to Flora. "Not exactly. We were wondering if you could talk to a friend of ours."

"We thought that if someone from the famous winx talked to her, she might feel better about using her magic." Carmen said.

Flora nodded and smiled. "I would love to girls, but I can't just leave the flowers unattended."

"Isn't there someone who can watch over things while you're gone?" Carmen asked.

Flora shook her head as an explosion occurred in front of the door. "What's going on?"

"I'm not sure, but it can't be good." Catarina said. "Carmen, let's transform."

Carmen nodded and crossed her fingers. "Charmix!"

Within an instant both Carmen and Catarina had transformed, ready for battle. Running out the door, they came face to face with nightmare spiders. One of the spiders was about to attack Catarina from behind, only to have Carmen push her out of the way.

"Let's show these spiders who they are messing with." Carmen said. "Carmen, fairy of volcanoes."

Catarina nodded as they flew up into the air. "Catarina, fairy of aura. You'll regret messing with us. Aura blast." She watched as a purple orb of energy destroyed one of the spiders.

"It's my turn now." Carmen said. "Lava beam." A stream of lava took out two more spiders, but they just kept coming.

For every spider they took down, two more popped up. For the moment, everything seemed hopeless. Both Catarina and Carmen were growing tired of fighting. Just when it felt like the end, the girls took notice to Flora behind them.

"Let me take care of this girl." Flora said as they nodded and moved back. "Magic winx! Bloomix!" Within seconds, Flora had transformed and flew up into the air. "It's time to put an end to all this. Lilac vortex." Within an instant, a multi-colored beam of energy struck the spiders. "We have to work together to defeat them all." Catarina and Carmen nodded, flying up beside Flora.

"Aura shot." Catarina said as beam of purple energy took down a few more spiders. "We almost got them all."

Carmen smiled as the spiders were taken down and formed a red shield around them. "Let's see how they handle this. Lava attack shield." Smirking, she watched as the spiders tried to break through her shield. "That won't work." Within seconds, orbs of lava struck the spiders around them.

"That was great." Flora said smiling. "Now then, let's take care of the rest of them. All together now. Chlorophyll bolts." A pink and green beam shot out at the remaining spiders.

Catarina gave Carmen a high five and prepared for her final attack. "Aura spike." In an instant, a spike of lilac energy shot out beside the chlorophyll bolts.

"Take this." Carmen said. "Magma vortex." Suddenly, a vortex of magma joined the other attacks and took down the remaining spiders. "It's finally over. We make a great team."

The girls reverted back to their casual forms and took a look around them. By the looks of it, there was no indication as to where the spiders came from. They walked back into the flower shop and sat down, wondering what to do next.

"Like I said girls," Flora began. "I would love to talk to your friend, but there's just so much to do around the shop. I can't even leave until the owner gets back."

Carmen sighed and looked up when Flora mentioned the owner. "I'm starting to think that old woman was confused."

"What do you mean?" Flora asked.

"Well, we wasn't sure where to look for you." Catarina said. "We asked this old woman and she said that you owned this place. She must have gotten mixed up."

They all chuckled as the door to the shop opened up and the owner walked in. "Thank you so much for looking after the flowers Flora. I knew they would be in good hands with you around. Oh my, what happened outside? There's spider webs all over the place."

"No problem Shayna." Flora said smiling. "I was happy to take care of these wonderful plants. And don't worry about what happened outside. Everything has been taken care of. I must go now. I promised these girls that I would talk with their friend."

Shayna smiled and nodded. "You are a saint Flora. I can handle things from here. Run along now."

"I almost forgot." Flora said. "I never did get your names."

Catarina smiled and scratched her head a little. "With everything that's been going on, it's easy to forget things. My name is Catarina."

"And I'm Carmen."

Flora nodded and walked with the girls to the bus stop. "It's a pleasure to meet you both. Now then, tell me about this friend of yours. You two actually caught me at a good time. I was planning on going to Alfea to take care of the greenhouse."

"It's a long story." Catarina said.

Carmen sighed as they got on the bus back to Alfea. "I just hope that nothing has happened since we left."

"It's alright girls." Flora said. "You can tell me everything on the way back."

~~~Next Time

Red Fountain has been destroyed by Rave, disguised as Zane. After taking on Helia, he disappeared and has yet to make another appearance. The specialists are now free and must escape from Splendora's tower. The pixies cower before Echo as they await help from the Alfea fairies. Catarina and Carmen have found Flora and are on their way back to Alfea. During this time, Colton is being followed by nightmare bats. Will Rosella be able to overcome her fears and fight against the witches once she talks to Flora? Where is Helia during all this commotion? Find out next time on Scoutix Club ~~~