After a long journey in the portal of light, Sora finally landed in his next world. He looked around. He was standing within dark green woods. Sora could feel that he magic aura in this world was everywhere, in the nature – inside him and everywhere else. Suddenly the loud sound of an explosion was going around the woods. "What the?", Sora thought and wanted to leave the woods to look for the source of this when suddenly some Shadow Heartless appeared. "I don't have time for you!", Sora shouted and casted a Thunder Spell what destroyed the Shadows. After a short time of running, Sora reached a small hill, next to a big lake and looked around.

He was able to see a dark purple Castle, a modern City, a Flying Base - and a small white Castle that was under the attack of a big Spider Exogan! After checking out the White Circle, Sora found out that he was in Magix the world of Fairies! And here, he'd find the Seven Chosen Ones from their worlds and this one. And right now, their Fairy School was under the attack of the Omega-Organization!

Suddenly, some Neoshadows appeared behind him. Without fear, Sora let his Keyblade appear and took them out all at once before running off to reach the School in time. Not far away from the hill was grudging a man in a brown cloak, before he vanished into a portal of darkness.

Meanwhile, Sora reached a small glade, not far away from the Castle where he was stopped by two Soldier Heartless. Behind more, more of them appeared, before a man in a brown cloak came out of a portal of darkness. "There you are, Keyblade Master!", the man said and took his hood off. The stranger had brownish spiky hair and wore a similar brown cloak like the Omega-Organization.

"Can't we discuss this later? I must help them!", Sora asked angrily. "Not so fast, my friend. I didn't create myself such a big mess, just to come back to my future boss without something!", the stranger replied. "What are you talking about?", Sora asked on. The stranger smiled. "Well, I'm Jack – and supposed to be a new Member to the Leader's Organization - but due to some "small" accidents I made, the leader threw me out again – but with getting you and brining you to him, I think he will welcome me with warm hands, don't you think?", Jack explained. "That's the most stupid thing I've ever heard.", Sora just replied calm and let his Keyblade appear. "We'll see that soon enough – and now: Get them boys!", Jack called and the Heartless started their attack at Sora. But to Jack's shock, he had to see that all of this Heartless were slashed down by Sora in no time. "NO!", Jack shouted as his last Heartless vanished into a purple smoke, revealing a heart in the progress. "So much to your words, Jack.", Sora said victorious. "Well, then I'll take things in my own hands then!", Jack shouted and let a water ball appear. Sora took own his fight position while Jack let with a water show his weapon appear: A blue Sitar decorated with the Insignias of the Omega-Organization and a TG-Symbol.

And so, the battle began. Jack mainly trusted in his powers over water to take out Sora's air, but he didn't count with his Magic like Fire and Thunder, besides the fact that Jack wasn't such a good fighter by the lack of experience. And so, as fast, the battle started – it ended quickly.

Jack sighed for air as he went down on his knees, trying to stay awake. "Now, you got your lesson!", Sora said and walked on to rescue the others from the Exogan. In his rage, Jack summoned another water ball to throw it at Sora when suddenly, a reddish chakram appeared from nowhere and hit Jack in the chest. In agony, he went down and looked up to see a similar man in brown standing in front of him. His face was covered by his hood. "You?", Jack sighed and looked in shock as the stranger raised his hand. "Please, no!", Jack shouted, but it was too late. The stranger flipped with his fingers. Jack screamed in pain as his whole body torn apart and his body turned into water what went down everywhere around the ground. "Now you won't be able to hurt the hero anymore.", the stranger said before he vanished into a portal of darkness.

Meanwhile, the Exogan was lying on the ground, oil was running out of it. Sora and the Winx managed it to defeat it, but in turn for that, in the whole battle against the Exogan and its counterparts, Musa got missing. Now, all of them were sitting in the room of the Winx.

"That's the fourth time they're attacking us!", Tecna said calm while the others were listening. "It's more than bad enough that Bloom got kidnapped by one of these punks, but now Musa's missing, too!" "And we don't even know why they're doing this! Not even Faragonda could tell us what's going on here.", Flora agreed. "The Omega-Organization is after the Chosen Ones of their worlds. I don't know why, or what their plan is, but they won't stop until they got all of you.", Sora explained and everyone looked surprised at him. "Where did you…?", Stella began, but suddenly an alarm clock interrupted her and Tecna took a close look to it. "Bloom's alive!", Tecna cried out and the other girls shrieked…

Meanwhile…

Larxene, Crest, Sykes and Astarot were standing at the seaside of the big lake opposite to the Fairy School. "Well, well, well. We lost a small army of Heartless and Exogans only to get one of the Fairies. Not to forget that other traitor who's still active – the Leader surely will be happy to hear this report!", Astarot hissed to himself while restless walking around. Crest raised an eyebrow. He noticed it earlier. Since the last days, Astarot had become pretty much impatient with everything – the closer their plan was going to come true, the more impatient he grew. Something was definitely wrong with him, that's for sure. "At least, it's better than nothing.", Crest said and took Astarot's attention to this provocation. "Oh, sure! Then you'll tell us with your silver tongue how we should go on?", Astarot asked drastic. "Their strength is their unity – separate them and they'll fall one by one.", Crest answered without fear. "Easier said than done, playboy!", Astarot shouted and looked to the Fairy School – in surprise he saw three glowing things floating away from it. "What the?", he thought and looked closer. It were Stella, Tecna and Sora who had changed into Xion's form – wearing a black Fairy Dress and having fitting wings to it! "Now, if that isn't a perfect moment!", Astarot called out. The others meanwhile also detected them. "Ha, seems like the Traitor's actions against Jack back there didn't stay unnoticed, did they?", Crest asked humorous. "Where he is, there's Bloom not far away.", Larxene nearly whispered. She and Sykes felt pretty bad now. But Astarot didn't notice anything. "Larxene, Crest – you two follow them – they surely will lead you to the Traitor's hideout. And then, you'll get those three and Bloom before you take care of him.", Astarot ordered and Larxene's eyes widened in shock just as Sykes did. But Astarot ignored her. "You come with me, Sykes.", Astarot said and everyone, safe for him and Sykes vanished into a portal of darkness…

At Gardenia…

Roxy was alone in the Frutti Music Bar, cleaning some glasses, when suddenly every light went out. Shocked she looked around and saw many Shadow Heartless merging from the ground, crawling to her. "Winx Believix!", she shouted before she began attacking them. While she fought them off, suddenly a person in a brown cloak appeared behind the desk and shot a powerful energy ball at her what made her pass out. The person just stayed silent as he took her to the headquarters of the Omega-Organization.

Back at Magix…

Bloom was crawled down some rocks. She was pretty much out of power – since weeks she now spend at this mountain, but now she finally was awake and would do everything to leave this place. When she finally was at a save platform, suddenly a man in brown appeared and took Bloom's arm. "Hey, let go off me!", Bloom shouted, but the stranger just replied. "Sorry, my love – I'll have to do this to keep you safe from my former comrades."

At the same time by the heroes…

Tecna, Stella and Xion were flying across the woods, searching for Bloom via one of Tecna's inventions. They followed the red point what represented Bloom since hours now and they nearly reached the high mountains of Magix when suddenly the red point went out."Oh no, I lost the signal!", Tecna called out in shock. "Ah, and I ruined my hair for nothing now?", Stella said, but everyone ignored her. "What does that mean?", Xion asked Tecna. "Well, it seems that she must be up there.", she replied and pointed to the mountains. "Up there, no technology works. That's the only explanation I've for the moment." "And so for us, we won!", suddenly a man's voice cried out from nowhere and Xion got a hit by a sharp shoot what transported her to the mountains nearly. Looking behind her, she saw Larxene and Crest floating in the air. "You again?", Stella shouted in anger and shot a glowing light ball at them . "Yes, and now say good night girls!", Larxene shouted and crashed a bolt at them…

"Why are you doing this?", Bloom asked and the man took down his hood – he had reddish hair and a sad face. It was Xerxis, the former number VI of the Omega-Organization. "I'm sorry, Bloom. I'm so sorry.", he began. "My boss – the Leader of the Organization who attacked you the last weeks will kill you all as soon as his plan with you is complete and you are very special to me, that's why I have to do this." "How much special?", Bloom asked. Xerxis answered this with a quick kiss.

Bloom looked in shock at Xerxis. Before one of them could say something, there was suddenly a loud crash at outside. "Stay here.", Xerxis told her as he went out to see what was going on.

Xion meanwhile has transformed back into Sora and stood up. She was near a cave. Suddenly, a red chakram nearly hit her and dodged it before she let her Keyblade appear. "So, you and the other s detected my hideout.", Xerxis said as he came out. "The Organization!", Sora said in shock. "More or less, yes – the name's Xerxis. Pretty easy, isn't it?", Xerxis replied with his ready weapons. "I think you came here to take Bloom with you, right?" "Y-yes.", Sora replied in confuse. "Something's strange at this guy.", he thought while he looked at Xerxis. "Forget it! Bloom belongs to me and no one will take her away from me!", Xerxis shouted and let a ring of fire appear around him and Sora.

And so a fiery battle began. "Take this!", Xerxis shouted as he threw his loaded up chakrams at Sora who barely was able to dodge that one. Sora instead shot a beam of light at him, but missed him. "This is funny you know?", Xerxis shouted as he let the earth burn. "For you maybe!", Sora shouted and started a quick combo what gave Xerxis the lose of the high ground. Now Sora, finally was able to attack him closer and indeed after a while Xerxis gave up and let the ring of fire vanish. "You're pretty strong, young Keyblade Master. It wouldn't have made any sense to continue this fight.", Xerxis sighed. "Yeah and now you'll answer me some questions.", Sora said, still pointing his Keyblade at Xerxis' throat. "Oh, of course – just follow me.", Xerxis said and invited him into his cave.

Meanwhile…

"Convergence Storm of Two Worlds!", both Stella and Tecna shouted and formed a Data Storm from their forces together. Neither Crest nor Larxene saw that coming and while Crest managed it to escape in time, Larxene got sucked in and smashed somewhere in the woods, never to be seen again. But in turn for that, both Winx Girls were out of power and fall down to the ground, seemingly passed out. "At least, it's over.", Crest sighed as he landed next to the girls and went down to rest. "Nothing's over yet.", suddenly a voice said and Astarot appeared next to Crest. "The Leader got Roxy and we had to wait for you to be finished. " "Well, you see the result right here. These two are in prison and Larxene's gone nowhere to be found!", Crest hissed at Astarot who then turned really angry. "Very good, Crest – now we lost Larxene, too and we don't even have Xerxis or Bloom at least!" "Xerxis is hiding somewhere in the mountains, that's what I could find out.", Crest replied and stood up. "Shall I..?" "No, I'll take care of the traitor and Bloom myself.", Astarot replied while he let Stella and Tecna vanish into a portal of darkness. "Go to Leader and take care of the Final Ones." Crest nodded his head and vanished into a portal of darkness…

Larxene meanwhile was lying on the ground, passed out. Suddenly a dark red portal opened and a man in armor came out of it and took Larxene with him.

"So, this is all I got for ya.", Xerxis finished his story to Sora. "How heartbreaking.", Bloom joined. "Yeah, but – why this hideout? I mean, she'd be a lot of more safe at Cockerell's side, don't you think?", Sora asked on. "Surely not – he's walking into a trap – and the Leader only waits for this. It was brave from you to bring all of the others to safety, but… The Leader will get them, no matter where they are. So, I think I'll pass your offer and…", Xerxis began but was cut off by another lot noise that was outside. He and Sora ran out only to see Astarot at the other side of the cliff.

Sora and Xerxis let their weapons appear. "Finally found you, traitor!", Astarot smiled evilly, What he, Sora and Xerxis didn't notice was that suddenly behind Bloom, a dark red portal opened and some snares came out of it, grapping Bloom at her arms in the progress. Only as she screamed, all noticed what was happening to her. "Bloom!", Xerxis cried at the top of his lunges and ran to her, vanishing into the portal of darkness in the progress.

"NO!", Astarot shouted and ran against Xerxis, but got stopped by Sora. "Get out of my way, boy!", Astarot grunted. "No way!", Sora replied. "FINE THEN, ORDER OR NOT, I'LL KILL YOU THEN INSTEAD OF THE TRAITOR!", Astarot cried and let his weapon appear: A pretty big Tomahawk.

Sora quickly cast a Thunder Spell, but before he could finish his job, Astarot smashed some stones at him what let him crash at the wall. Sighing, Sora looked up only to see in shock that his enemy was next to him and smashed him to the ground with his Tomahawk. Hot flashes of pain went through Sora's body. He even couldn't rest for one minute as Astarot hit him with his weapon into his stomach and let him land at the edge of the cliff. At least, Sora could manage it to hit his nemesis with a Freeze Spell. "I really can't understand how you can be so special.", Astarot said as he came closer to Sora. "SO DO I!", Sora shouted and shot a pillar of light into the sky what blended him. Without wasting time, Sora started some of his combos and although Astarot was able to dodge most of them, his balance soon was gone for good. At the end, he and Sora were kneeling to the ground, sighing. "It's over!", Sora shouted and ran to finish off his enemy. "FORGET IT!", Astarot screamed and pushed Sora his fist into his face. Sora moaned in pain as he went down to the ground."You're too much trouble.", Astarot said and stood up. He just wanted to kill Sora when suddenly Sora stood up, his body was glowing in a blue aura. Suddenly, Sora packed Astarot's arm and threw him to the top of the cave. With pain, Astarot landed to the ground and looked in shock up as Sora suddenly shot a strange blue light against him. Astarot screamed in pain as the light went through his body and left a hole back as it went off. The light came back at Sora and formed itself into three Spirittas. "H….how…. could you?", Astarot nearly whispered. "Cockerell taught me this ability in case of an emergency.", Sora said calm. "I… see.", Astarot replied and looked at his hand. It turned into solid stone and faded away in form of sand at the same time. "B….but still…. You have failed. You may have defeated me, but… but that doesn't mean that everything's over…. he will be reborn… no matter what you do… the Leader will take sure of that and then… you'll be destroyed by him!" "Wait! Who's 'him'?", Sora asked in surprise. "As if I'd tell you anything about who 'he' is. But we two aren't finished yet, that's for sure. I…. I will…. wait in Hell for you!", Astarot replied and his whole body turned into hard stone before it faded into sand and got scattered away in the wind.

Sora stood up and looked around. Xerxis and Bloom were gone, Astarot defeated… only some strange lights what appeared to be the Fairy School caught his attention. Quickly, Sora changed into Xion's form (in her Winx Outfit) before she left the mountains to get to the Fairy School in time…