Hey everyone! I hope that you guys like what I've written so far. I'm doing my best when it comes to writing my fanfiction. As I was writing this chapter, I was struggling a bit but eventually, I was able to figure it out. Keep in mind that if anyone, and I mean anyone tries to rush me while I'm writing this fanfic or any of my other fanfics, all written chapters will be delayed for a week or even possibly a month. I hope that you're liking what I've written so far. Remember, I'm not perfect at everything and that I work hard to keep you guys happy as my readers.

If you don't like the way I'm writing things for any of my fanfiction, then I'm not going to force you to read anything that I write. I physically can't reach through my laptop to force you to read them. You made the decision to read them on your own. Please leave a positive review and as always, Happy Reading!

I DONT OWN WINX CLUB. I ONLY OWN MY TWO OCS, THE ANIMAL THAT MY FEMALE OC HAS AND THEIR PERSONALITIES.

Shoutouts:

"Wow." said Bloom and Rose as they and the Winx were entering Red Fountain with Professor Avalon. "Red Fountain's opening ceremony."

"Even though the tower was destroyed, the place looks great." said Musa.

"Professor Avalon, thank you so much for taking us." the twins said as he leads them inside.

"My pleasure." said Avalon. "It's a chance for me to meet the teachers of Red Fountain. You go ahead, I have to wait here."

"But you're not coming with us?" Bloom asked.

"I'm going to meet up with Professor Codatorta." Avalon tells her. "Bloom, would you and Rose look after the others while I'm gone?"

"I was actually planning on going to go….." Rose started to say when Bloom covers her mouth.

"You can count on us, sir." said Bloom.

"That's what I like to hear." said Avalon and walks away. Bloom sighs as Rose grabs her sister's hand and gently brings her entire arm to her back.

"First off, this is payback for the death grip on my wrist from the introductory. You know mom has always told you to never do that." said Rose, then lightly pushes Bloom forward as she lets go. "Second, I have to go find a certain boy and his brother. They have something I need to borrow."

"What are you borrowing from them?" asked Tecna.

"That, dear Tecna, is top secret." Rose tells her as she turns to Stella. "While I'm gone, keep an eye on Bloom."

"What? Rose, I don't need to be watched!" said Bloom.

"I'm not saying that to be mean, oh great and powerful twin of mine." Rose assures her as she walks off. "I'm not an idiot. I'll be back long before the ceremony starts."

"I'm not the only one who's powerful out of the two of us, you know!" Bloom called out after her as Rose waves her off.

"She sensed that someone was watching them in the trees, didn't she?" asked Flora.

"I bet it was the boys." said Musa.

"Without a doubt." added Stella.

"I'm surprised she hasn't replaced her bo yet." Bloom said as Tecna looks at who was walking up.

"Guys, is that who I think it is?" Aisha asked.

"Yes, they're the witches of Cloudtower." Tecna tells her, glaring at them.

"They're on the guest list." said Digit as Lucy walks by Mirta.

"Hi!" Mirta said to Lucy, who just ignores her.

"You think they'll be trouble?" asked Musa.

"It's okay." Bloom assures her. "The Trix aren't with them anymore."

All the Winx, minus Rose went inside to find seats. Behind them, the Trix were in disguise. "You sure it was a good idea, sneaking in with the witches?" Darcy asked.

"If any of these girls recognizes us, they'll be too scared to do anything." said Icy.

"Yeah, we spent years bullying them." said Stormy.

"We have to get the Codex quickly." said Darcy.

"Then let's just go in and grab it." said Stormy.

"First, we have to find the piece that is being kept here." Icy tells them.

Somewhere in the arena, Rose finds Sky and Orion. "Seriously, you were spying on us with Brandon?" she asked the brothers.

"Uh….." said Sky, backing away.

"We hadn't heard from you all day!" Orion argued with her, causing Rose to shake her head at him.

"You both need to get it through your thick heads, so listen up because I'm only going to say this once! Bloom and I only have serious eyes for the two of you." said Rose, crossing her arms while glaring at the Eraklyon brothers. "Professor Avalon is just some random crush for some of us girls at Alfea. I know that I still have a little crush on Professor Palladium, but it's nothing new."

"Oh…." said Orion and Sky.

"Don't worry, I'll get my sister to call you. I promise." Rose said to Sky and turns to Orion. "And now I'm gonna need to borrow your little spyglass for a while."

"Why?" Orion asked, handing his spyglass to her.

"I gotta see if I can duplicate it. I'll give it back. Now, if you'll both excuse me…" said Rose, placing it in her pocket. "I need to get back before my twin and the others become a search party."

She then walks off and leaves them to contemplate. "Well, at least she doesn't know about the surprise I'm giving her." Orion said to his younger brother.

"I can't believe you bought it for her." said Sky. "Did you tell Codatorta about it?

"He and Saladin gave me approval for it." said Orion.

Somewhere on the grounds of Red Fountain, Bloom and the others were sitting on the bench, waiting for the opening ceremony to start when suddenly Rose appears. "As I was saying, Flora…" Chatta said. "This is your chance. I don't want to hear you talking about plants. Check out the boys. Show me which one's your type."

"The guys are here." said Stella.

"Hey, everyone." said Sky as he and the others walked up to the Winx. "Welcome to Red Fountain. You all look radiant."

"You got that right." said Stella. "We outshine all the others at Alfea."

"Stella, Prince Sky has been very polite here." Tune scolded her. "You could at least return the compliment."

"Sorry for the delay." Sky said to the Winx. "I hope you weren't too bored."

"Of course not." said Stella. "I was so busy being admired."

"Hi, Stella." said a specialist walking by.

"Hi." she said, waving to him.

"Hmm." Brandon said, looking over at her.

"And that makes 26 specialists." commented Stella.

"Well, I scored 12 witches plus 17 fairies for a grand total of 29." Brandon bragged to Stella. "I win, sunshine."

Tecna and Rose laughed as Stella sticks her nose up at Brandon. "So are we going to the arena behind the school for the parade?" Bloom asked.

"Actually, the ceremony will take place inside." said Sky.

"Sweet." said Rose.

"Inside? For once, I'd like to spend a day without seeing the inside of a school." Stella complained.

"Stella, you don't think we'd have a party without a few surprises?" Brandon asked her.

"Bloom, we don't have any classes tomorrow morning, so…." Sky said as he and the others led them to the arena.

"Uh-huh." said Bloom.

"So, what do you say the four of us go horseback riding?" he asked her.

"Yeah, sounds like fun." said Bloom as Rose smiled.

"We've never been horseback riding." said Rose.

"We'll teach you." said Orion.

"So it's set." Sky said when the twins stopped in their tracks.

"Oh, wait. Don't you remember, Rose?" asked Bloom, suddenly remembering something at the last minute. "Professor Avalon's class is tomorrow afternoon."

"Oh, no." said Rose.

"So, it's in the afternoon." said Sky.

"Rose and I will have to study tomorrow morning." said Bloom. "We both have to get ready. I want the both of us to make a great impression."

"Or someone who just has a twin sister with a crazed obsession with one of their teachers." muttered Rose as she looked at her nails.

"What was that?" Bloom asked curiously.

"You heard nothing." said Rose, giving Timmy and Tecna a 'don't tell Bloom what I actually said' look.

"I didn't know the two of you were excited about school work." Sky said.

"I don't think the two of you were that interested." added Orion.

"Hey, I'm interested in my school work." said Rose, defending herself. "It's not my fault that something majorly important wants to get in the way of our magical education. Today, it's just Bloom's fault."

"That reminds me. I should go tell Professor Avalon where we're going." said Bloom. "Meet you guys there!" She then grabs Rose's arm and takes off running with Lockette close behind her.

"Bloom! You're giving me the death grip again!" shouted Rose.

Inside, the Trix were heading towards the arena. "Is this it?" asked Darcy. "The teacher's private quarters used to be around here somewhere."

"Indeed and our search starts here." said Icy. The boys led the Winx into the arena.

"Hey, Riven." said Musa, catching up to him. "So, what's the surprise?"

"Well, it depends on your definition of surprise." Riven tells her as they walked into the arena.

Sitting in the stands was a new specialist, drawing in his sketchbook. "Well, here we are." said Sky.

"The geometric shape of this place is awesome." said Tecna.

"Wow." said Aisha. "Look over there."

"Who's that?" Stella asked. "He's kind of cute."

"The nobody." said Brandon.

"Actually, that's Saladin's nephew." said Timmy.

"Then he must be a talented Specialist." said Flora.

"Him? No way." Brandon said to Flora. "He's a real pacifist. He doesn't like to get his hands dirty."

"As a matter of fact, I heard he dropped out of Red Fountain." added Timmy.

Saladin's nephew looks over at the others as Brandon walks over. "Hey, Helia. Let me introduce you." Brandon said. "Meet the stars of Alfea. This is Stella, Tecna…."

"Hi, I'm Stella. Are you an artist?" she asked as Flora gets angry. "Can you show me your sketches?"

"Pleased to meet you." Helia said, bowing to the Winx.

"Why do you draw on paper?" Tecna asked. "Graphic pallets are so handy."

"You've got up to 50 undoes in the memory digital chroma control plus all the layers you could possibly want." added Digit and Helia was unimpressed. "You also get Alpha channels, texturizing, morph targeting linear…."

"Wow, these are great." said Stella as she, Flora and Aisha look through his sketchbook. "Say, would you draw a portrait of me?"

"Your lines are full of life." Flora said, taking a closer look at his sketches. "One can really sense the energy and I love the way your brush strokes matches the fern leaf in the paper."

"No one's ever noticed the fern in the paper before." said Helia.

"Ahem….and this is Flora." Brandon said, introducing her.

"Flora…." Helia said, staring at the beauty of the fairy of nature.

"Uh….are you thinking what I'm thinking?" Chatta asked Amore.

Bloom and Rose ran, looking for Avalon. "Avalon went this way." Lockette told the twins. The girls ran past the Trix, until they ran up behind them.

"We cannot be recognized no matter what." Icy said to Darcy and Stormy until Bloom spoke up.

"Um….sorry to bother you." she said to the Trix, not knowing that it was them. "Did you by any chance see a tall handsome professor pass by here lately?"

"Uh, no. Only short and ugly ones." Icy tells the twins.

"Okay, thanks." said Bloom and Rose, running from them.

"Are they onto us?" Darcy asked.

"Let's lie low, just in case." suggested Icy. Lockette and Rose looked back at the Trix, with the latter feeling as though she and her sister have met them somewhere else before walking away.

The flags were raised in the arena and the opening ceremony begins as the twins finally arrived inside. "Hey, you two. Where have you been?" Stella asked.

"Chasing down her professor crush." Rose teased as Bloom softly hits her sister.

"We were looking for Professor Avalon but we couldn't find him." said Bloom. "By the way, where did Sky and Orion go?"

"The boys went to get ready." said Stella.

"Welcome ladies and gentlemen, friends of Red Fountain." Codatorta said as he enters the arena with Saladin. "We have not gathered here today to lament over the ruins of our illustrious school. Although the historical splendor of Red Fountain has been ruined, the skills and spirit of our specialists remain unshaken."

The crowd cheers as Saladin waves. "The time has come to restore the prestige of Red Fountain." Saladin said. "By renewing the very foundations of our institution."

Around them, the arena starts shaking. "What's going on?" asked Musa as the Winx started to freak out.

"It's collapsing!" shouted Tune.

"Oh no!" said Stella.

"Bloom?!" asked Rose.

"No! What could have gone wrong?" she asked.

"Where all in danger!" Tune screamed.

"I don't understand. What's going on?" Bloom asked, turning to her now moving sister.

"How should I know?" Rose asked, as the arena starts to crumble around them. "I'm just enjoying this right now."

"Please, everyone, stay calm." Saladin said as the arena finally crumbled. "Enjoy the ride!"

In its place of the old arena, a new one starts flying above the school. The crowd starts piling into the arena. As the Winx was following the crowd, Codatorta stops Rose, handing her something that was in a bag. "From Headmaster Saladin." he tells her, seeing the confused look on her face.

"Thank you and please give him my thanks." Rose said, bowing to the Red Fountain professor.

"What is it?" asked Bloom as Rose caught up with her and the others.

"I don't know. All Codatorta said was that it's a gift from Saladin." Rose tells her, shrugging her shoulders as she placed the bag in between them. "I'll open it in a bit."

"I bet it's from Orion." teased Stella, giving her a knowing smile.

"We'll see, Stella." said Rose, turning her attention to the arena.

"And now, ladies and gentlemen, a parade for the new Red Fountain." said Codatorta as the arena filled up. Saladin happily laughs as the specialists did their latest demonstrations.

"Do the specialists throw these kind of parties very often?" Aisha asked Musa as everyone starts laughing.

Back in the rubble, the Trix glared at Red Fountain's newest school design. In their shadow, Shadow Knight appears. "Well, what are you three standing around here for?" he asked the Trix.

"Well, we havent found the codex yet, master." Icy informs him.

"Fly to the castle. Kerbog will be there shortly." said Shadow Knight. "It will serve as a distraction."

"Another shadow monster?" asked Icy.

"Not just a shadow, my very own pet." Shadow Knight tells her, laughing darkly.

"Oh, I need a break." said Chatta as they were out of the arena. "There's just too much excitement for me today."

"The freshmen are racing now." said Bloom as she and Rose looked at Lockette. "I hope we'll have some time to relax before our guys go up again."

"Hey Rose? Are you going to look in that bag yet?" Flora asked.

"Oh yeah. I almost forgot." she said, then opens it. Inside, there were several pieces of a new martial arts weapon. "Huh? I don't get it."

"What are you talking about?" Stella asked as Rose takes out what was inside the bag.

"I'm seeing what seems to be several new detachable bo staffs. And it looks like they're color coded too." Rose explains as she shows them. "But….how did Saladin know about what happened to my other bo staff?"

"Good question." said Flora. "How did he know that you use a bo?"

"Hey, everybody." said Brandon as he and Timmy walked up to them. "The one-on-one's about to start."

"Musa and Aisha around?" Timmy asked Tecna.

"They're getting drinks." said Bloom. "Who's first?"

"Sky and Riven." said Brandon. "You don't want to miss that."

"Come on, everyone! Let's go!" said Chatta, wanting to see Sky and Riven.

"You guys, go ahead." said Tecna, playing a game with Digit. "I'm playing Digit best two apps out of three."

Timmy was saddened by this as he was ignored by Tecna. He turns around and walks away. "Do you remember where it goes…..and then the rhythm guitar comes in?" Musa asked Aisha as she vocalized a few beats for her.

"Right! And that's where I was going to go like this…." Aisha said, then does a dance. "Ta-da!"

Both of them laughed as Darcy, in disguise walks past them. "That's strange." said Musa, thinking for a moment. "That girl looks awfully familiar."

"What's wrong, Musa?" asked Aisha. Finally, it all comes back to Musa.

"But it's Darcy!" she exclaimed, seeing through her disguise.

"Curses!" muttered Darcy as she takes off from the two.

"That's her! Come on, let's go." said Musa and the two of them ran after her. Tune stood a ways from their discarded drinks and takes a sip of her tea. Tecna was still playing her game against Digit.

"Aha! I win!" said Digit, winning another round as Tecna groans in defeat. "Yay! You owe me a co-processor."

"You could have won without brute force, you know." said Tecna, accepting her defeat.

"Ah, but it was the most logical way to go about it." Digit said to her. "Didn't you write your programs fast enough?"

"Okay, let's check out our software in action." suggested Tecna as she takes out her techno pad and starts scanning. "Whoa." She was looking at Digit's software and was shocked. Tecna turns and sees Timmy before reaching out her hand, catching a snowflake.

As it lands on her hand, her outfit changed into what she normally wore on her home planet. Tecna free jumps from the building and Timmy follows her, bringing her close for a kiss.

"Wow. Our program's working great." said Tecna as she retracts her headset. "Why'd you turn it off, Digit?"

"Me? Game's over, Tecna. Time to meet up with the others." Digit reminded her.

Across Red Fountain campus, Darcy runs from Musa and Aisha. "She went this way!" said Musa as they gave chase.

"Over there!" said Aisha as they continued going after Darcy when suddenly, they ran into Tecna and Digit.

"Tecna?" asked Musa, seeing her on the ground.

"What are you doing?" Tecna asked, getting up from the ground.

"Huh?"

"Did someone just run by?" questioned Aisha.

"Negative." replied Tecna.

"Sensors havent picked up anything." Digit said, scanning the area.

"We were chasing Darcy." Musa tells Tecna and Digit.

"Totally illogical." Tecna said. "No Trix would come alone to specialist central when all of us fairies are here."

"You're right." said Musa, knowing Tecna's thinking. "I didn't really get a good look, but then she ran away when we called out."

"If it was her, she'll show up again." said Aisha.

"Okay, we better not sound the alarm yet." Musa said. "But let's keep our eyes peeled. Now let's join the others."

At the castle, Shadow Knight was waiting for his pet as it arrived back. "Kerbog, I have a special task for you."

Kerbog squeaks as it flies off from his arm and towards the center of the room. Shadow Knight casts his spell on his pet. "Arise, monster within." Shadow Knight said as Kerbog gets bigger. "Rack, throat….await."

Kerbog becomes a different shadow creature as it stood before Shadow Knight. It then flies off and towards Red Fountain. In the Red Fountain arena, Sky runs towards Riven, with his sword drawn out. Just as he was about to swing, Riven jumps up and throws a smoke bomb at Sky's feet.

"Oh, was that legal?" asked Bloom.

"Barely, but yes." said Musa. "As long as the gas isn't toxic, they can use bubble bombs."

"Now that's cool." said Rose.

"But then, what was that green stuff?" Stella asked.

"Most likely sleeping smoke." said Digit. Sky and Riven continued to spare in the arena until Riven fell forward.

"Sky won." Bloom said, beaming.

"Those are the rules." sighed Tecna.

"Fall, you lead." said Digit.

"Come on." Sky said, going to help Riven up.

"I don't need your help." said Riven, as he stands to his feet. "It must be nice to be a prince, especially being the younger one. You've both spent your entire lives learning from the best."

"I couldn't have beaten you without putting in the work." said Sky. "Orion practices more than I do since he's older."

Riven snarled as he starts walking away. "Sky is so great! Wasn't he amazing?" Bloom asked.

"He deflected every blow." said Musa, feeling sad for Riven.

"And now its Brandon's match." said Stella.

"Something doesn't feel right." Rose said, then looks to the sky as she starts to sense an impending doom. "Something's coming towards Red Fountain."

Brandon had stepped into the arena and was about to do his match. "Watch out, Brandon." Sky said as he and Orion stood behind him. "Your opponent is a senior specialist. Like Orion, he's got experience on his side."

"So, how can I level the playing field?" He asked for advice.

"Try attacking from above if you leap up into the air." suggested Sky. "He'll be blinded by the sun, that'll give you a chance to plan your attacks."

"It's what I taught Sky over the summer." said Orion.

"Great, the sun just went away." Brandon said as the three of them looked up.

"But the forecast called for clear skies." Sky said.

"With a possible chance of overnight clouds." added Orion. The three boys gasped in fear as they see the latest shadow creature.

"Rose, you did it once again." said Stella.

"Yeah, well….sometimes I wonder if things like this can be turned off." Rose said, looking over at Stella.

"Don't ever change." said Musa as the shadow creature's tail breaks an entrance.

"What the?!" said the three boys as they stared at the shadow creature.

"We've got to intervene." said Bloom.

"Magic Winx!" they shouted as all seven girls transformed into their fairy forms. Out in the arena, Brandon, Sky and Orion protected themselves from falling debris.

"That was close." said Sky and Orion.

"Get going, you guys." Bloom said.

"Get everyone to safety." Rose added.

"We'll take care of this." said Stella, then looks at the monster. "Grossest critter I've ever seen."

"Specialists, report to your team. Evacuate the area!" Codatorta ordered.

"Come on, we've got work to do." said Bloom.

"Ai-ai!" said Rose.

"Monster Attack!" shouted a specialist as they ran towards the arena. "Hurry!"

Stormy then peers out from behind the trees. "Now that's what I call a distraction." she said, impressed by Shadow Knight. "All right, let's get rid of these rags."

Removing her disguise, Stormy then creates an electrical ball to shatter a window. "Ah! That codex is mine!" said Icy as she removed her disguise, struts across the hallway and cracks opens a window with ice.

Two balls of fire were thrown by Bloom and Rose, aimed at the shadow creature while Stella fires off a ball of sunshine. "Oh! I can't stand being ignored." said Stella.

"Let's go!" Codatorta shouted as he led the others to help the Winx.

"I'm not having any better luck." Aisha said.

"We've got to keep it busy while the boys evacuate the crowd." Stella said to the twins.

"Agreed." said Rose.

"Yeah, I only wish that Professor Avalon was here." said Bloom.

"Everybody, to the shelters." Timmy instructed, guiding them out.

"Timmy!" said an instructor, running up to him. "Two windows were broken by magic, Ice and lightning."

"Magic?" Timmy asked, seeing the broken shards in the man's hand and realized who had did it. "Oh no! It must have been the Trix. I've got to inform Codatorta immediately."

"Another emergency." Codatorta said to Saladin as he landed, seeing that the message was from Timmy.

"What?" questioned Saladin, reading Timmy's message. "The Trix are here?"

"Should I go after them?" asked Codatorta.

"There's only one thing they could possibly be after." said Saladin. "And I wouldn't be surprised if the monster was a distraction."

"If we believe the reports on the Trix's new powers, the Red Fountain's codex is in grave danger." said Codatorta.

"You and I must go and protect it." Saladin tells him. "And let's bring along the senior guard."

"I'll leave the Eraklyon brothers in charge here." said Codatorta. "I just hope they can both handle this."

On their dragons, Sky and Orion were weaving in and out of each other as they went past the shadow creature while a Red Fountain aircraft joins in on the fight. Unknown to the Winx, Rose's bag with her newest martial arts bo starts to glow and shake.

"Let's try a double sided assault." suggested Flora. "I'll attack from above and you attack from below."

"You got it!" said Bloom and Rose. Flora flies up above the shadow creature, causing it to turn its head towards her. It roars at Flora, unaware that the others were prepared below it.

"Look out!" shouted Sky.

"Flora!" Orion, Bloom and Rose cried out as Flora was hit by tar that came out of the Shadow creature's mouth.

"She's in trouble!" said Aisha.

"We'll never make it!" said Tecna.

"What happened?" asked Flora as the Shadow creature was heading towards her when suddenly was stopped by several Specialists.

"What's holding it back?" asked Brandon.

"Looks like….." said Orion, then turns to Sky. "Remember that knot I taught you when we were kids?"

"Of course!" said Sky, then comes up with an idea. "Tie it to its tail. It'll fight its own strength."

"But who could…?" Brandon started to ask.

"Up there!" Flora said, seeing Helia using golden strings to stop the Shadow creature in its tracks.

"Helia?" questioned Brandon. "How could a drop out pull a stunt like that?"

"I heard he was Codatorta's best student before he quit." said Sky.

"That's because he is, idiot." Orion said to his brother. "And he chose to drop out of Red Fountain because of something else."

"Flora, are you all right?" Helia asked.

"Come back to us, Flora." said Rose, waving a hand in her face. "You can talk to Mr. Charming after this."

"She's fine, Helia." said Sky and Orion.

"Oh no! He set it free!" exclaimed Bloom as the strands from Helia's glove returned to him.

"You're a genius, Helia!" said Stella. "Why don't you send us a few more monsters while you're at it."

"That glove probably didn't have enough power to hold it back for that long." Tecna added.

"But what will?" Rose asked as Helia walks away. The shadow creature hits the wall as Helia looks up at it.

"Oh, I didn't like that much." said Amore.

"Now, this plan depends on us specialists." said Sky as they gathered around some rubble.

"Magic is useless against the monster." Bloom said as Rose was already putting together her new bo staff. "And the Pixies aren't much help either."

"So, what's the plan?" asked Riven.

"We'll do what Helia did and use ropes to reign in the monster." Sky explained. "For that, we'll have to work together and target the same spot."

"Okay, you and Orion are in charge for now." said Riven. "But just you wait until I beat you."

"Very well, that's fair." said Sky. "Come on, let's go." Once the specialists were on their dragons and in the air, they headed towards the shadow creature. "Come on! Let's get its attention."

"Tecna, can you position the others?" Bloom asked.

"Specialists, take up your positions for a 20 meter radius." said Tecna and specialists surrounded the creature from the ground.

"Ropes!" Bloom called out to the specialists and they fired unto the shadow creature.

"That wont hold it back for long." said Brandon.

In the corridors, Saladin and Codatorta were leading the senior guard. "Shouldn't we send someone after the Trix?" Codatorta asked Saladin.

"No need to." answered Saladin as Icy follows them. "They're after the codex. They'll come to us."

"You're right. The kids will do fine against that monster." said Codatorta. "After all, we taught them well."

Back in the arena, the ropes started to break. "Arms of the earth, grab him." said Flora, summoning vines from underneath Red Fountain's arena.

"Rose, how's your bo coming?" Bloom asked her sister.

"Finished!" said Rose, finally putting both ends of her new bo staff together and locks them in place. "Since this is the only configuration I know, I don't have any time for it to get use my movements. It's now or never to use it in a fight, Bloom."

"Huh?" the other Winx said.

"I'll explain later!" said Rose.

"Yeah, got it!" Tecna said as she looks through her search. "I found its weak spot, under its throat."

"Okay, now!" the twins called out to the specialists.

"Come on, guys!" shouted Sky and Orion as they raised their swords in the air.

"Timmy, watch out!" Tecna exclaimed.

"Oh, I'm okay." Timmy tells her. The shadow creature opens its mouth, ripping through the vines until it exploded and Kerbog flies off.

"No one can reach the hidden room without coming through here." said Saladin as they entered the room with the piece of codex.

"All right, guards!" said Codatorta. "Take up your positions! We must protect it at all costs."

Icy then peers out, seeing that Codatorta, Saladin and the senior guards. "Curses! There's too many of them." she said to herself and takes off. "But I will be back!"

Later that day, the Winx and the specialists were chatting. Standing not far from the others, Bloom and Rose stood before Professor Avalon.

"Congratulations." he said to the twins. "You girls successfully fought an important battle today."

"We did okay, Professor." said Bloom as Rose nodded.

"And by the looks of it, someone has something they can channel their magic in." added Avalon, seeing Rose was holding her new bo staff.

"That's the goal I'm hoping to work on." said Rose.

"I wish I could have helped, but I was evacuated with all the other spectators." Avalon said to the twins.

"Oh, well….all that's important is that you're safe." said Bloom.

"Right, I guess it's all that matters to either one of them." Sky muttered to Orion.

"Rose did say that its just a crush." said Orion. "It could be over at the end of the year for the both of them."

"I hope that she's right." said Sky. Leaning against a tree, Flora looks up at the sky, thinking about Helia when suddenly a paper air plane made its way towards her.

"Huh?" she said, looking up as it landed next to her. Flora opens it up, revealing to be a portrait of her. Standing to her feet, Flora held the picture Helia drew close to her heart as she smiles.

At his fortress, the Trix stood before Shadow Knight. "We're very sorry, Master." Icy said, kneeling before him. "We weren't able to reach the codex in time."

"That's because you're a bunch of slow-witted fools." said Shadow Knight. "We'll let them think they've won, then they'll let down their guard." Icy and Stormy laughed for a moment before Shadow Knight continued. "Now we know where they're keeping it. And when they least expect it, we'll launch an attack they won't soon forget. The codex will be mine!"