"She's in some sort of trance…" Nabu said examining Stella. In the beginning Stella had fought back. She transformed into her Enchantix form and started attacking the boys, demanding that the release her. Then Nabu cast a spell and put her into a deep sleep.

"Can you break it?" Sky asked.

"I'm not sure. It's dark magic." Timmy was at the controls, trying to find the witches and the other girls.

"Bad news guys." The boys groaned.

"We can't take anymore bad news…" Nabu grumbled.

"It looks like the witches were never here. They conjured up this Cody kid, his dad, the whole thing, knowing the girls would take the bate. Cody and his brothers are pure dark spirits." Nabu stayed with Stella, trying to revive her while the other boys went over to Timmy's computer. He had maps and Realm Wide Web pages up, trying to get as much info as possible. Sky helped him look while Helia and Riven searched for the other girls. Five minutes later, Layla and Tecna were spotted. They were with Dale and Red, walking to the saloon. Timmy landed the ship and ran out with Nabu leaving Helia, Sky, and Riven to go search for the others. Timmy drew his power gun and Nabu stood in a fighting stance.

"Let our girls go, now!" Nabu yelled. "And we won't hurt you!" Dale and Red laughed and stepped forward.

"Why don't you try and make us?" Red said. Nabu unleashed a power blast, knocking Red down. Dale started to fight Timmy while Red picked himself up and fought back.

"Dale! Red" The girls screamed. They transformed and started to fight their own boyfriends. Layla launched a water blast that knocked Nabu onto the ground and Tecna trapped Timmy in her Digital Web attack.

"Who are you!" Layla screamed as she landed in front of Nabu.

"I'm not going to fight you, Layla," Nabu said weakly.

"Who's Layla?" she asked.

"You're Layla!" Nabu yelled. Layla's eyes flittered in and out of focus. Timmy held Red, Dale, and Tecna off while Nabu tried to make Layla come through. "I'm Layla…" she said softly.

"Yes!" Nabu yelled.

"N-Nabu?" She moved closer to him and reached out to touch his face. He held her hand and she said, "Nabu! It is you!"

Nabu could have cried. "Yes, yes, it's me! You remember!"

" This place… " Layla stuttered. "It's…bad. I can't remember…"

"It's O.K. Layla, I'm here…" She fainted and fell right into his arms. He kissed her lightly and cast a spell to transport her directly to the ship. Once she was gone, he ran to help Timmy.

"Layla, you've got to try and remember!" Nabu was with Layla, trying to help her regain memory while Timmy navigated the ship back to where they left Brandon.

"I-I can't! I just remember not liking this guy…Cody! That was his name! He tried to come onto Stella. Him and his dad… They were both really weird and…and …That's all I remember."

"It's O.K.," Nabu said. "All that matters is that you're safe. Try to get some rest now." She nodded and Nabu walked away to help Timmy. They found Brandon seconds later, laying on the ground. Sky ran out, retrieved his friend and the ship was off again. Cody had knocked Brandon out, but he was fine. They followed the quickly moving shadow that was Cody. His destination: The rest of the girls along with their captors.

"O.K. guys," Timmy said to the others. "Forget the shadow guys. Don't let them get to you, no matter what they say. All that matters is getting the girls out of this trance. Because before we do that, they're gonna be fighting against us. Get them away from the shadow boys and talk to them. Call them by name and tell them yours. It worked for Layla, it will work for the others." Timmy prepared to land the ship and Nabu turned to Layla.

"You have to stay on the ship and try to wake Brandon up. As soon as you do that, wake up Stella and let Brandon try to revive her. When that's done, stay here and wait for the other girls." He started to walk off the ship but Layla held him back.

"I'm not going to just sit on this dumb ship and-"

"Yes, you are!" Nabu yelled. "If you go anywhere near Red, he'll put you back under his spell! We can't risk loosing you. I can't risk loosing you…" The ship was quiet and the noise outside started up.

"I can't risk loosing you either!" Layla yelled.

"You won't. Just wait for me here, O.K.? Promise me that." He kissed her and left the ship, locking the door behind him.

Time passed. It had stared to rain outside. Layla stood looking out the window, trying to keep track of Nabu and the rest of her friends. Finally, she couldn't take it anymore. It was almost to much for her to bear, watching the girls fight the boys. She moved over to Brandon and tried to shake him awake. "C'mon Brandon!" she whispered desperately. "The others need you! You've gotta wake up!" Layla tried a water ball to the face and it worked. Brandon shook his head groggily and started to sit up.

"Layla? What's going on? Where are we?"

"Brandon, you have to listen to me!" Layla said, thankful her magic worked. "Stella's under a dark spell and only you can break it." Brandon looked around and rubbed his head.

"Stella? Huh?"

"Oh Brandon, come on! Focus!" Layla tried another water ball and it helped a little. "Listen to me! I'm going to break the sleeping spell Nabu put on Stella. As soon as I do, you have to talk to her. Call her by name and just talk. Can you do that?" Brandon seemed to understand a little.

"But wait, why don't you just use your fairy dust?" Brandon asked.

Layla shook her head. "Timmy said it won't work. The spell can only be broken in two ways: If the casters of the spell are destroyed or if true love breaks the spell. You're the only one who can revive Stella." Brandon looked over at the sleeping fairy and nodded. Layla focused her Winx and broke the spell. Stella jolted awake and looked around the ship.

"What am I doing here? Who are you two! Where's my Cody!" She flew up and launched a sun blast attack. Layla put up a shield for herself and Brandon as Stella blasted away at the interior of the ship.

"You've got to hurry!" Layla yelled over the blasts. "If she keeps this up, she'll blow the whole ship to pieces!" Brandon nodded and stepped out from behind the shield.

"Stella! Stella, stop!" Stella looked down at him and blasted him into the wall; Layla had to turn away.

"I don't know who you are or what you did to Cody but if you don't let me go now, I'm going to destroy you!" She charged her Winx, preparing for one final attack.

"Stella no! You know who I am! It's me, Brandon! Your boyfriend!" Stella stopped and stared at him.

"B-Boyfriend? You?"

"Yes!" Brandon yelled. "I know you remember! Think!" Stella's power was at it's fullest now. Brandon and Layla closed their eyes and prepared for the end. But it didn't come. Stella's eyes focused and she threw her arms around Brandon's neck. "Oh Schnokums!" Brandon nuzzled her neck and whispered in her ear. Layla grinned and let them have their moment. After a few minutes, Stella released Brandon and he walked out of the ship and onto the battlefield. Stella watched him go and once he was gone, she broke down and cried. Layla rushed to her side and comforted her.

"What do we do, Layla?" Stella cried.

"We wait for them to come back," Layla answered grimly.

Brandon showed up on the battlefield and helped Sky fight Max. "How's Stella?" Sky asked.

"She'll be fine. Go help Bloom." Sky nodded and slid away from Max and ran around to where the girls were fighting Riven and Helia. He came up behind Bloom and grabbed her wrist. She turned and looked him in the eyes.

"Let me go!" She threw out fire blast after fire blast and Sky put his shield up.

"Bloom listen to me! You know me! I'm-"

"I know exactly who you are!" she yelled, cutting him off. "You're here to take me away from Max! And stop calling me Bloom!" She gathered up her rage and blew the shield out of his hands. Sky was laying on the ground, defenseless to Blooms awesome power.

"Bloom, you've got to listen to me! I've saved you once before and I'll do it again! I'm Sky! Remember! Please remember!"

"S-Sky?" Bloom drifted to the ground and stood frozen. Sky took a few slow steps towards him and looked into her eyes. A slow smile broke onto her face and the spell was broken.

"Sky, I'm so sorry!" she whispered.

"It's O.K. Bloom! All that matters is that you are safe. Wait here and don't move. I'll be right back." Sky picked up his shield and ran over to Nabu.

"Transport her! The spell is broken!" Nabu and Sky switched places in the fight and Bloom materialized out of the heat of battle and into the ship. Layla and Stella ran up and hugged her.

"3 fairies saved, 3 to go," Layla said looking out the window. It looked like Helia was going next. He tried to leave his current battle with Andy, but the shadow boy trailed him and wouldn't let him go. Helia punched him in the gut and Andy fell to the ground. Flora saw him fall and wrapped Helia up in a vine. He was trapped, at the mercy of his own girlfriend.

"Flora! Flora let me go!" Helia said. The vines started to wrap him tighter and Flora let loose a laugh that was not her own. "Flora, you have to stop! I'm not going to fight you!"

"Coward!" Flora screeched. "You're a coward!" She released him and watched him fall to the ground. He tried to stand up but Flora landed and kept blasting him back to the ground. "My name is Daisy! And I don't know you!" she yelled.

"Flora, please! It's me, Helia! Stop blasting and talk to me!"

"H-Helia?" Flora lowered her power blast and started walk forward.

Andy saw her and yelled, "No Daisy! Don't do it!"

"D-Daisy?" Flora stuttered. She stopped walking and gathered her Winx again.

"No Flora!" Helia yelled hopelessly. He braced himself for the attack, but it never came. When he opened his eyes, Flora was standing in front of him, a pink daisy in her hand. The same kind she had given her when she left. Helia's eyes started to mist over and he hugged passionately. Nabu saw them and cast the transportation spell. When Helia didn't feel Flora anymore, he looked over at the ship. 'She's safe now,' Helia thought and returned to fight. Helia and Timmy nodded and Timmy rushed over to Tecna. Nabu had just knocked her to the ground and Timmy ran over with his gun raised. When Tecna picked herself up, she saw Timmy standing in front of her. She blinked a few times as if she couldn't believe he was standing there.

"Y-You're not Dale…" she stammered.

"No, I'm not. I'm Timmy! C'mon Tecna, think back! You know who I am." They both stood there, looking at each other.

"Tecna?" Timmy said, unaware if the spell was broken. He took a few timid steps forward and she mirrored him.

"Timmy? What's going on?" Timmy didn't answer, just pulled her into a big hug. He signaled to Nabu and Tecna disappeared.

"Riven!" Timmy yelled. " Musa's the only one left! You just need to get her onto the ship! The boys are bound to this planet, they can't follow us!" Riven was locked in a battle with Rex and Musa was on the side watching in horror. Nabu rushed over to transport Musa but Riven held him back.

"I'm gonna make this guy sorry for taking my girl!" Riven yelled, slashing away at Rex who blocked his every move.

"Riven, we don't have time for this!" Sky yelled. Riven ignored him and kept fighting.

"Stop it!" Musa yelled desperately. "Leave him alone!" She blasted a Beat Boom at Riven and knocked him to the ground. "Rex!" She flew over to him had held him close. "Are you O.K.?" Rex sneered down at Riven.

"Guess I win," he said. Riven looked up at Musa and tears of furry formed in his eyes. "Finish him, babe," Rex said to Musa. She walked forward in a trance like state and prepared for one final attack.

"No!" Riven yelled. "Musa, it's me, Riven! Remember?"

Rex laughed loudly. "She doesn't remember anything but me. She's mine now." Riven looked Musa in the eye and said, "You're not his, Musa! You're not! You're my girlfriend! You're the most amazing person I know! Your music, your style, your laugh, your voice. This isn't who you are! Please come back to me…" Musa stopped walking a few feet away from where Riven sat on the ground. "Musa, please. Don't do this. I-I love you." Rex's booming laugh got even louder. But then Musa put her hands down.

Rex stopped laughing and yelled, "What are you doing! Finish him, now!"

"No," Musa said softly. She turned and faced him, her eyes dripping with tears of rage. "You're not in control of me anymore." She closed her eyes, gathered all her Winx, and launched her most powerful attack at Rex. He was sent flying through the air and landed with a thud and didn't get up. Musa smiled a little, then her eyes misted over and she fainted, transforming out of her Enchantix form and into her regular clothes. Riven caught her and held her close. The other boys walked to the ship and opened the hatch doors. All five girls rushed out and their boy ran up to meet them. They lead them back onto the ship with Riven carrying Musa behind them all. Timmy and Tecna prepared the ship for lift off while the shadow boys stayed bound to the ground. Riven took Musa to the back of the ship and laid her down. Nabu and Layla came up to him.

"Is she going to be O.K.?" Riven said, his eyes still on Musa.

"She's gonna be fine," Nabu answered. "She's just drained of her Winx. After she gets some rest, she'll be fine." They walked away to let Riven be alone with her.

"Good," Riven said softly. "I don't know what I would do if I lost her…"