"Flora is that you?" Helia shocked beyond belief by what he saw.

Flora's hair was longer then normal. Her top was a black tube top with thin red straps that cross over her chest. Her skirt was black and the hem came at a sharp angle to one side. A red ribbon tied around the top of the skirt, knotting on the side. It flowed down to the ankle, nearly touching the floor. It alternated from red to maroon and ended in sharp points. The wings looked like upside down crescent moons and they had red, maroon, and grey on them. Flora barely looked like herself.

"Flora, its me Helia."

Flora gave an evil laugh making Helia's heart wrenched when he heard it. "I know who you are, you fool."

"Flora, my love, will you tell my cousin that I am not forcing you to stay here." Orion put his arm around Flora's waist. Helia could barely look at them.

"Of course." Flora looked at Helia with a death glare. "I am here on my own free will. I want to be with my fiancé."

Helia actually fell back a couple of steps. "Fiancé!" Helia had no idea what was going on but he knew something was wrong with Flora. "What did you do to her?" Helia launched at Orion. Orion made a simple swipe of his hand, making Helia fly twenty feet back.

"You know, I am getting awfully tired of all this chit chat. Flora will you please get rid of all these pest for me?"

"Anything for you my love." Flora gave Orion a kiss on the cheek. Helia had to look away. Then she flew up in the sky.

The Winx and Specialists all gathered around Helia.

"Flora, what are you doing?" We're your friends. Remember?" Layla yelled up towards Flora.

Flora didn't even care to listen. "Dark Pollen!"

Everyone jumped out of the way.

"Guys, I hate to say it, but I think we are going to need to attack Flora."

"Sky! How could you say that? Flora is out friend." Bloom yelling, dodging another attack.

"I agree with Sky." Everyone looked at Helia.

"Are you sure Helia?" Musa asked.

"Yes I'm sure. Maybe if we defeat her she will turn back to normal."

"Alright then. Come on girls, but don't hurt her to bad. Remember its still out Flora." Tecna then flew up with the rest of the girls to confront Flora.

"Silly little fairies. You do not know the power you are dealing with."

"But we do know the person we are dealing with." Musa said back.

"Ha! You still think you are talking to the sweet shy girl. Well she is gone forever. Dark Rose!" Flora attacked.

Bloom got directly hit while everyone else was able to dodge.

"Bloom!" Musa yelled as Bloom started falling to the ground. Luckily Sky was there to catch her.

"I can't believe you just did that Flora. Bloom is your friend. Sound Wave!" With a wave of her hand Flora was able to redirect the attack to some rocks beside her. "I can't believe it. That is one of my strongest attacks and she just swiped it away like it was nothing."

"If you want to fight at least make it challenging to me." Flora gave out an evil laugh.

"Come on guys, we need to help the girls." Riven then ran to join the fight.

Helia knew he was right but he just could not bring himself to attacking Flora. He loved her to much. He looked to see that Flora had already taken out Tecna and Layla. Stella, Musa, and the boys were the only ones left. Sky was off helping getting the girls out of the way. Then he heard a loud crack and looked up to see one of the blasts hit the rocks above. They started to fall and were going to hit Stella and Brandon.

"Guys look out!" Helia sent out his laser gloves and moved them out of the way before the rocks crashed on the ground.

"Thanks man." Brandon said while helping Stella.

Stella was already weak from the darkness. Fighting Flora was draining her even more. Helia could see that she was at her breaking point. Then he looked over at the fight. Musa had fallen, so had Timmy and Sky. Nabu's magic was starting to weaken. Brandon and Riven wore pretty beaten up as well. And threw all this Flora had not even broken a sweat, not a scratch on her. Even though it was the last thing Helia wanted to do, he knew he had to get the rest of the group away from this place.

"Nabu! Riven! Brandon! Lets get everyone back on the ship. We will fight another day."

"Are you sure Helia?" Riven just barely dodge one of Flora's ivy vines.

"Yes I am sure. Come on lets go." Helia helped Sky onto the ship. Riven held Musa. Nabu, using what was left of his magic, brought the rest into the ship. Against everything in his heart, Helia flew back to Alfea.