After returning to Alfea, the Winx prepared to journey to the Mother World.

"Wait, what do you mean we can't come with you?" asked Brandon as he and the rest of the Specialist stood together.

"The Mother World only allows fairies and witches in, you would die the second you step foot in it," said Dargon.

"You girls be safe out there," said Sky as he hugged Bloom.

"We'll come back, I promise," said Bloom with a smile after giving him a goodbye kiss. The eight Witchex Fairies then formed a circle around Dragon and Lilly. A few minutes later and a portal opened above them which drew them into it.

"This is always the hardest part," said Sky. Meanwhile, Bloom and the others had just entered the Mother World, which was void of anything.

"Are we too late?" asked Flora with a worried look.

"No, our real destination is over there," said Dragon as he pointed to a large temple flying in the empty space.

"This place is huge," said Roxy with a surprised look as she flew toward the temple.

"Well it does hold all the unclaimed powers of witches and fairies that ever existed," said Dragon as he led the way into the temple. However, what they found inside was the same as outside, nothing.

"This can't be, they're all gone!" said Dragon as he looked around with a terrified expression.

"You took too long, Dragon," said Darluse as he walked out from behind a pillar with a smug smile.

"You took all of the powers?" asked an enraged Dragon.

"You bet I did," said Darluse as he turned into a new form. Now he was fifty feet tall with a pure black armor that had ice created from his dark energy under it.

"How did you even get here, Darluse?!" asked Bloom.

"I took those three baby wands then five more wands from different witches, three of them you know very well," said Darluse before shooting three shards of frozen lightning with sonic vibrations in them at everyone.

"Roar of the Dragon!" said Bloom and Dragon, causing their spells to fuse together into one large spell. As the attacks met, they canceled each other out.

"You took the wands of the Trix," said Bloom with a lot of rage. She might not have liked the three, but she still did not believe that they deserve something of that level.

"That's right, and now I have everything I need to take over the worlds," said Darluse as he vanished.

"I don't believe it, he actually beat us," said Stella as she looked at the ground with disbelief in her eyes.

"Not yet, because there's a power to Witchex that you all still haven't achieved yet," said Dragon, surprising everyone.