Hey everyone! I hope that you guys like what I've written so far. I think you'll like what I came up with for this chapter so tell me what you think. 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:


Outside of Alfea, Bloom and Rose were looking out at Lake Roccaluce with Lockette. In her office, Faragonda sees that something was troubling the twins. "Poor Bloom and Rose." Faragonda said to herself. "I wonder what's bothering them."

"Darkar will target Cloudtower next to get that piece of the codex." Griffin said to Faragonda.

"If my fairies and your witches work together, they can protect the codex." said Faragonda.

"You maybe right, but still…no witch likes the idea of working with fairies. Including myself." said Griffin.

"Well, we've got to put aside our differences." Faragonda tells her.

"I don't know how but I do know who to ask." said Griffin, then takes her leave.

Later, Mirta was standing behind Faragonda as the Winx stood before her. "What?!" the Winx asked Faragonda.

"We're to study at Cloudtower?" asked the twins.

"You cant be serious." said Aisha.

"No way am I wearing those tacky witch outfits." said Stella.

"Calm down, girls." said Faragonda. "You know we have to protect the codex at Cloudtower."

"There are absolutely no record of witches ever asking fairies for help." said Tecna.

"And that's where Mirta's advice has been most helpful." Faragonda said.

"Um…the witches think that the Alfea fairies have it easy." Mirta tells the Winx. "And all the teachers say that fairies wouldn't last two days if they were to take their classes."

"So we just gotta swallow our pride. Is that it?" asked Musa.

"Fairies aren't slaves to pride like witches are, correct?" Faragonda asked and the Winx nodded in agreement. "Then its settled. If you're willing to take classes at Cloudtower, Lady Griffin is willing to ask for your help against the Trix."

"And she wont regret it." said Bloom. "The Trix will never be able to get anywhere near the codex."

"Oh, and Rose?" Faragonda asked, giving her a pointed look.

"Challenge accepted." said Rose, smiling at Faragonda and starts dismantling her bo to place on Faragonda's desk.

"Huh?" all but Bloom and Faragonda said, curious to why she said that.

"You'll find out when this is all over." said Rose.

"While you're there at Cloudtower….twins…." Faragonda said, then casts a spell on both of the twins' arms, showing their names.

"Not again." the twins said as they both tried to rub it off.

"Other than your clothes and personalities, it had to be done." Faragonda said. "It's just so that they can tell you two apart while you're there."

"At least its not backpacks." said Rose.

"Or lunchboxes." added Bloom. At Cloudtower, Lucy stares out the window, seeing Mirta arriving with the Winx.

"Mirta." she said, seeing her walk up.

Walking up to the school, Flora looks over the edge, feeling a little terrified. "I wish Piff could have come along." said Aisha.

"I'll get you my pretty and your little Piff too." said Zing.

"She wouldn't be happy." Tecna told Aisha. "Cloudtower's energy is too negative."

"Yeah, and it would probably give our pixies massive headaches." said Bloom.

"I don't want to see them in pain from all the negative energy that Cloudtower has." added Rose.

"Hey, Zing seems fine." said Aisha.

"Don't worry, Aisha. I'll save you from the dark magic." Zing tells her.

"Yeah, but she's kind of….." said Musa as Zing starts showing off.

"Crazy?" asked Stella.

"Come on, guys. We need to think about working together with the witches." said Bloom.

"Yeah, right." said Stella. "And I don't even like being in a crowd where there's a single witch."

"But they did help us fight the Trix last year." said Bloom.

"You seemed to forget that they helped the Trix fight us a bunch of times." said Musa.

"Musa, did the witches do something to you?" asked Aisha.

[Flashback]

"Where do you think you're going?" Icy asked, grabbing Musa's arm.

"Leave me alone!" Musa shouted as she ran from the witches of Cloudtower as they chased her through Magix. "Oh no! Okay, now what do I do? I'm trapped."

The Trix appeared before Musa. "Looks like you've reached the end of the line, fairy." Icy said as Musa gasped.

[Flashback ends]

"Most witches want nothing more than to prove themselves than a fairy." said Mirta.

"I hope they realize that stopping Darkar is more important." said Bloom.

"Amen to that." said Rose as they approached Editrude and Zarathustra at Cloudtower's entrance.

"Don't you worry yourselves about that, little fairies." said one of the Cloudtower sisters. "We're just as capable as you are of understanding the situation."

"Even more I'd say." said the other, then introduces herself. "I am Professor Editrude and this is Professor Zarathustra. We're here to escort you."

"We've been told you'll be staying with us until the dangers passed." said Zarathustra.

"Or until our classes has become too much for you." said Editrude. "Whichever comes first."

"So will you be showing us around the building?" Bloom and Rose asked.

"Actually, Cloudtower is not your typical building." said Zarathustra. "It's a living creature with roots and branches."

"Roots and branches?" asked Flora.

"It's a magical entity created by ancient witches." said Editrude. Stella pretends to throw up before looking back up at Cloudtower. Above their former school, the Trix appeared, laughing as they see the Winx.

"Welcome to basic witchcraft 101. The objective of this class is to teach beginners and honored guests the rudiments of dark magic." Griffin said.

"This is so embarrassing." said Musa.

"Ever since we got here, the witches have done nothing but stare at us." stated Aisha.

"They're jealous of our sense of style. That's why." Stella added.

"We'll begin with a simple exercise. Producing energy by conjuring up dark images." said Griffin. "Flora, will you start us off?"

"Aren't we going to divide up in groups to practice first?" she asked.

"In groups? Witches working in groups?" Griffin questioned. "Listen up, fairies. Team members can betray one another. That's why a witch can depend on no one but herself."

"Yes, but I mean…yes, ma'am." Flora stammered. "If that's how witchcraft works, then…."

"Lady Griffin?" Rose said, raising her hand that had her name on it. "I have a question. Does that include identical twins as well?"

Griffin walks over and reads Faragonda's handwriting that was on her arm. "Ah, an excellent question, Rose. Identical twins, you say?"

"Yes. I'm curious to know: what would happen if the energy produced from the dark images will affect twins like me and my sister?" Rose asked Griffin.

"That's an intriguing question, Rose. You and your sister share a unique bond; it could amplify the effects somehow. But… we need to proceed with caution." replied Griffin.

"I don't want to learn any of this stuff." said Tecna.

"Now everyone, take out your textbooks and open them to page 3,026." said Griffin as she walks over to her desk.

Somewhere in Cloudtower, Mirta walks down the corridor, towards her old room, hoping to talk with Lucy. She knocks on the door, hoping that her old roommate would answer. When Lucy didn't answer, Mirta walks away in disappointment.

All beginner witches and the Winx were working on producing energy. One witch accidentally let hers get out of control. Another had accidentally released an unknown tentacle from hers.

"Very good. Not dark enough. It's a little dusky." Griffin said, walking through the aisle until she reached Musa. "Hmm…better than I expected from a fairy."

"Great." Musa said with a smile.

"Many of our spells require darkness as a primary source of energy." Griffin said to her class. "And it's important to learn to subdue light."

"Sorry, but I don't darkness." said Stella as her sun magic kicks in.

"You realize that your grades here will end up on your permanent record?" Griffin asked Stella.

"Have you seen my permanent record?" questioned Stella. "These marks will fit right in."

"Professor, if Rose and I complete the spell, can we leave early?" Bloom asked. Griffin looked between the twins, seeing that their produced energies.

"Are you feeling alright, Bloom? Rose?" she asked. "Fairies don't normally summon up negative feelings so easily."

"We've had a bad week." they tell her when suddenly Rose's produced energy gets out of control.

"Whoa!" shouted Rose, her energy knocks her off her feet and into the center of the room. Sitting up, Rose became frustrated and growled as she hits the floor with her fists.

"Rose, no!" Bloom called out, trying to stop her sister, but it was too late. Rose tries again, this time, letting her anger get the best of her as she focuses and makes a little bit bigger ball of purple energy.

Somewhere in Cloudtower, the Trix were inside and Stormy blew up some vials. "Will you stop?" Icy asked Stormy. "Someone's going to hear us."

"No one's here at this time of day and I'm stick of trying to find a needle in a haystack." said Stormy.

"We don't have much of a choice." said Darcy.

"We have control over the tower. Lets just tell it to bring us the codex." Stormy tells them.

"Griffin still has most of the tower under her power." said Darcy.

"Well, there's nothing around here so lets split up and look for likely hiding places." Icy suggested.

"Fine." Darcy said in agreement. Icy created a couple of holes, letting the two of them to look while Stormy looks out the door. Stormy then hears footsteps and spots Mirta walking down the hallway.

"Well, well, well." said Stormy as she follows Mirta.

In Cloudtower's library, the Winx were talking to several witches. "Lady Griffin said Rose and I could count on all of you." said Bloom as Rose stood aways from them with a blank stare on her face. "We need to stop the Trix from getting into Cloudtower."

"Based on previous patterns, they'll make their move any day now." said Tecna, then shows Icy, Darcy and Stormy.

"We can stop them on our own. We don't need you!" said one witch.

"Bloom, why bother?" Stella asked. "Lets just do this ourselves.

"Stella, you're as bad as the witches." said Musa.

"Hey! Take that back!" said Stella and the witch.

"Everybody, just calm down." said Aisha.

"Lets just keep our eyes open for now." Bloom tells them. "And if you know any secret entrances…."

"We wouldn't tell you about them." growled Lucy.

"I feel empty." Rose randomly said, then tries to look for her bo staff.

"Fine, just make sure that the Trix don't use them." Bloom said angrily. "You okay with that?"

"Don't worry, we'll stop them." said a second witch.

"Not that you'd know how to do that." said a third witch.

"Uh, actually…the only one out of us fairies who can possibly stop them without magic is Rose." said Tecna.

"She can take down the Trix, no problem." said Stella as Bloom stops Rose, reminding her where she left her bo staff.

"Stella!" said Flora and Musa.

"That's right. You've lost twice now." said Lucy.

"At least we stood up to them." said Aisha.

"Which is more than you'll ever do." added Musa.

"Rumor has it, Bloom and Rose actually gave them what they wanted." said Lucy.

"How dare you say that about Bloom and Rose?" asked Stella.

"Technically its true." said Tecna.

"Whose side are you on?" Stella asked her.

"How would you feel if you had your powers permanently taken away from you before finding them again, Tecna?" asked Rose as Bloom wraps her arm around her.

"Uh…." Tecna said, then looks down at her hands.

"See that? Fairies cant even agree with each one another." said a fourth witch as Mirta walks in, hearing the last part.

"What are you guys doing?" asked Mirta.

"Collaborating. Isn't it obvious?" Stella asked.

"You're arguing." Mirta tells them. "So who's watching the Trix?"

"Mirta's right." said Flora. "We must get to work."

"Oh, well, I'll listen to Bloom and Rose before I'll listen to that traitor." said the second witch.

"And if the Trix win cuz you didn't cooperate, what do you think Griffin will do to you?" Mirta asked her former friends, who then gasped.

"Okay everyone, this is our chance to stop the Trix before they get enough power to threaten all the magic dimension." said Bloom. "Let's make Griffin and Faragonda proud."

Both the Winx and the witches agreed, unknown that Stormy had followed Mirta and was now spying on them. "Stormy, have you found the Winx yet?" asked Icy.

"Yep and its just like Darkar figured." she replied.

"Lets catch up with Darcy." Icy said to her as she snaps her fingers. "I see a weak link."

Mirta heads back to her old room, sitting across from Lucy. "So, did you have fun at the dance the other day?" Mirta asked Lucy.

"Yeah, I did." said Lucy.

"It was like when we were kids." said Mirta, reminiscing a bit. "Remember?"

"The village fairs." Lucy said, looking at the picture of the two of them. "You always drag me to them."

"We had fun though, didn't we?" asked Mirta.

"You had more fun there than at school, didn't you?" Lucy then asked, remembering how Mirta was teased.

"And you wanted to be with the big kids in art class." said Mirta, remembering how Lucy would talk to the older kids at their school.

"Yeah, because I was better than them." said Lucy.

"You know, we've been through so much together." Mirta said, smiling at her.

"Remember the first day of school?" asked Lucy.

"You tried to sit with the Trix." said Mirta. "I thought they'd turned you into a toad."

"And you were such a wimp, Griffin almost didn't let you in." said Lucy.

"Maybe I'd be better off." Mirta tells her. "I'm having a lot of fun at Alfea."

"Don't tell me you want me to become a fairy?" Lucy asked her.

"Well…." said Mirta.

"No way." said Lucy. "If I keep studying witchcraft, I'll get all kinds of power."

"I guess some things never change." Mirta said, knowing that there was no point.

"Hey! Not all witches are like the Trix." Lucy tells Mirta. "Lady Griffin is strong and proud. Someday, I'll be just like her."

"I understand." said Mirta, giving Lucy a smile.

"You know, just because you're not a witch anymore," Lucy said to Mirta.

"Doesn't mean we still can't be friends, right?" Mirta said, finishing her sentence as she hugs Lucy.

"Right." said Lucy, hugging Mirta back. Later on, Lucy was in the corridor when she hears something.

"Huh?"

Suddenly, Icy appears through the wall with Stormy, causing Lucy to be scared. Just as she turns around to run, Darcy appears. "Well, well, well." said Icy.

"What have we here?" asked Stormy as Lucy backs up towards her.

"Its our old friend, Lucy." Darcy said.

"You are going to help us, right?" Icy asked her. Lucy was backed into a corner by the Trix, terrified of what they might do to her.

"Why don't you just leave me alone? Huh?" asked Lucy.

"Because we know you, Lucy." said Stormy.

"You'll help us, yes or no?" asked Icy.

"No!" said Lucy as she uses her witchcraft to enlarge one of the bugs that was crawling around. She then tries to use her witchcraft on Icy.

"How dare you attack me?" growled Icy.

"Hey Stormy? I think Lucy needs to be reminded of what happens to those who fight the Trix." said Darcy as Stormy had Lucy on the ground.

"Wait! No!" said a scared Lucy but was thrown to the wall by Stormy. "I'll do whatever you want. Just don't hurt me, please."

"That's more like it." said Icy, pleased that Lucy would see their way.

In her office, Griffin was watching everything unfold. "Well, our students seem to be searching every nook and cranny for any sign of the Trix." Griffin said to Editrude. "Looks like Bloom and Rose managed to convince them."

"Yeah, for now." said Editrude.

"Now, the next exercise is absolutely vital for horning your magic skills." Zarathustra said to both the Winx and the witches. "The brighter the glow, the more dark energy you can channel."

"Very informative." said Rose.

"Professor Zarathustra?" Bloom asked. "We don't understand what to do."

"Then let me help you." Zarathustra said to the oldest twin. "Everyone, close your eyes."

Everyone in the room closed their eyes. "Now, think of all the times someone kept you from what you wanted?" instructed Zarathustra. "Think of the last time you felt helpless or angry. Think of stress. Loneliness. Heartache. Fill your heart with thoughts of sadness and gloom."

"Professor, that's enough!" Mirta cried out.

"Mirta, you're interrupting the lesson." Zarathustra tells her.

"I took this class with Professor Editrude last year." said Mirta. "And this exercise isn't part of it."

"Mirta?" asked Bloom and Rose. "What's going on?"

"She set all this up for you guys." Mirta tells them.

"What?" asked Stella.

"That's not fair." said Musa.

"Well…" said Zarathustra. "Hm…the lesson was almost over anyway. Everyone gets an 'A', except Mirta."

Further up, Zing, now dressed as a professor, was looking around to find Discorda. "Ridiculous!" she said, then zooms away.

"I expect all the teachers to help if the codex is in danger." Griffin said to Editrude.

"The Trix really become so powerful." said Editrude.

Outside of the office, Lucy was eavesdropping. "Faragonda herself told me that Darkar has gifted them with special powers." said Griffin.

"If your so worried about the codex, why not send the teachers up…." Editrude said to Griffin when she stands up from her desk.

"Don't mention its location." Griffin tells her. "Volume Evanesco!"

Griffin points to her office door, making it disappear and revealed Lucy. "You were spying?" Editrude questioned Lucy as she takes off. "She won't get far, Lady…"

"No, stop." said Griffin. "She's scared, that's all. Besides, I think what's happening here is fairly obvious."

Lucy ran down the corridor, finally stopping to catch her breath. "Icy, is that you?" she called out before taking off again and bumping into Zing. Lucy ran in the other direction, unaware that Flora, Rose, Bloom and Mirta were standing before her.

"Lucy? What's wrong?" asked Mirta and suddenly, Lucy passes out.

"The Trix…they're already here." Lucy said, weakly.

"What?" Mirta asked.

"No." said Flora.

"They're after me." said Lucy as the others arrived.

"Hey, what's going on?" asked Musa.

"The Trix are already in the tower." said Bloom.

"And my sixth sense didn't go off." added Rose, wringing her hands a bit.

"Lets get them." said Aisha.

"Mirta, I really think you should stay with Lucy." Bloom suggested. "Everyone else, lets go and find those Trix."

The Winx take off to find the Trix as Zing follows close behind them. "Good idea, Bloom." said Stella. "'Let's go and find those Trix.' How are we supposed to do that?"

"I'm open to suggestions." Bloom tells them.

"And don't use me as a suggestion." said Rose. "Remember, my bo staff is back at Alfea."

"I know!" said Tecna. "Based on past evidence, we cant beat the Trix of their own game."

"Nice way of saying we already lost." said the twins.

"If we wait for them at their destination, we'll get the jump on them." said Tecna.

"But they're after the codex." said Flora.

"And we don't know where it is." added Aisha.

"I'll calculate most probable location and we'll wait there." Tecna tells them.

"Ha! I'm not relaying on your dorky computer." said Stella.

"That's too dangerous." Bloom said to Tecna. "We could lead them straight to the codex."

"We're not getting anywhere." said Musa. "I bet you that the witches are hiding the Trix. We can't trust them."

"Way to go, top girl." Stella said to Musa. "Go beat up some witches till they tell you where the Trix are."

"Lay off, Stella. Its not as if you've got any better ideas." said Aisha.

"And I thought that was my job to beat certain people up." said Rose.

"It is, but you need a break this time." Bloom tells her.

"Fine, think you can find them without my help?" asked Stella. "Go right ahead."

Stella then turns onto another corridor, leaving the others. "Stella!" Bloom called out after her but Stella didn't hear her. "Well, Rose and I are going to look where Lucy last saw them. Come if you want."

"I'm going to need a nap after all of this." said Rose as she went with Bloom and Flora follows them.

"She didn't even consider my idea." said Musa as she and Aisha walked off.

"My idea has the highest chance of success." Tecna said. "I'll try to find the codex." The Winx went their separate ways, hoping to find the Trix before they found the codex.

In one of the rooms at Cloudtower, Tecna was onto something. "I was right. Magic power flows through the entire structure of Cloudtower." Tecna said to herself as she brings up a 3-D model of Cloudtower. "Like blood through the veins of a human being and it originates here. The heart of Cloudtower." Suddenly, something opens up in the wall in front of Tecna.

"Huh?"

"So, you found the codex?" asked Darcy.

"Now tell us where it is?" demanded Stormy.

"Not in a million years." Tecna tells the Trix. "Tecna…"

"Glacial sleep." said Icy, placing Tecna on ice. "Too slow." She then spots Tecna's 3-D model of Cloudtower. "What have we here?"

"I'd say we found the spot." said Darcy.

"The codex is ours." said Icy.

"Phew…Creepy." said Aisha as she and Musa arrived to meet the others.

"No kidding." Musa said, looking around. "Mind you, the atmosphere isn't keeping with the rest of the building."

"What now?" Aisha asked Musa.

"Lets ask those witches a few questions." replied Musa. Finding the heart of Cloudtower, Darcy starts to use vibrations on the wall in front of her, Stormy and Icy.

"What's wrong?" Icy asked Darcy. "Cant you reach that central room?"

"No. Griffin has total control of that area of the tower." answered Darcy.

"What a pain." said Stormy.

"Of course." said Icy. "She'll have set up her strongest shields around the codex."

"Don't get near it. We'll lose control of the tower." Darcy tells Icy.

"Then we'll steal it the old fashioned way." said Icy.

"With brute force." Stormy said, smirking.

Flora and the twins ran towards the room Tecna was using, seeing her covered in ice. "Oh no!" said Flora.

"Tecna." said the twins.

"Icy was here. Who else could have done that?" Flora said as she and the twins walked up to Tecna and Zing.

"I'm already getting chills just looking at frozen Tecna." said Rose.

"Zing, what happened?" Bloom asked the Pixie.

"The Trix." she tells her. "They know where the codex is."

"Tecna figured it out." said Flora.

"And the Trix found out from her." said Bloom and Rose as they point to Tecna's hologram.

"We've got to help her and warn the others." Flora tells the twins.

"No time." said Bloom. "The Trix will reach the codex any minute now."

"But Bloom…" said Flora.

"You help Tecna." Bloom tells her. "Rose and I will go after them."

"We have a score to settle." said Rose.

"I'll go with you." Zing said as the twins take off running.

"Oh no you don't." said Flora, grabbing Zing by her wings. "Be careful."

"What kind of question is that?" asked one of the witches as Musa and Aisha questioned them.

"You don't trust us, do you?"

"Of course not, youre a witch." said Musa.

"What? How dare you!"

Suddenly, an explosion was heard behind them. "Hey, Musa did you hear that?" Aisha asked.

"What's going on?" the witch asked, hearing the explosion as well.

"Something bad." said Aisha as the explosion came closer and the Trix entered the room.

"Ooh, a welcoming committee." said Darcy.

"A bunch of witches and a couple of Winx." said Stormy. "That's a nice warm up."

"Ha! Found them first!" Musa exclaimed.

"Actually, they found us." said Aisha.

"Magic Winx!"

"All right, witches. Give it your best shot." said Musa. "Let's see you defend your school."

"Hey, shut up! We know what to do!"

"They should be ready to apologize." Stella said as she walks out of Cloudtower's great hall when Flora runs up.

"Stella!" she cried out.

"Flora, what's wrong?" asked Stella.

"Come on, witches!" shouted Musa.

"Little brats!" said Stormy, heading towards them when Aisha created a net to catch her in.

"Got her!" Aisha called out.

"You're going to pay for that." said Icy as she sends several ice shards.

"Sonic Bomb!" shouted Musa, sending sonic waves towards Icy's ice shards.

"Ya!" shouted the witches and Winx.

"This is turning into a complete waste of time." said Icy.

"Icy, those gargoyles are a part of Cloudtower, right?" Darcy asked as Stormy breaks out of Aisha's net.

"Cloudtower, protect us!" Icy shouted as she cast a spell on the gargoyles to protect them.

"Oh no!" said Musa as one of the gargoyles looks down at her.

"Look out!" screamed Aisha, the walls crumbled around them as the gargoyles reached for them. "Run!"

"Now that's entertainment." said Darcy.

"Yeah, well, no time for games." Icy tells her. "Lets get out of here."

In the other room, Stella and Flora were defrosting Tecna. "Ugh! This is ridiculous." complained Stella. "If Bloom and Rose were here, we'd be done in no time. Where are they anyway?"

"I hope the two of them are all right." said Flora.

"Gotta crack this…." said Zing as she was now dressed up as a prehistoric squirrel during the ice age. The twins were going down a corridor when they stumbled upon the heart of Cloudtower.

"We're the first ones here." said Bloom. "They must have been sidetracked."

"Or they're probably fighting." said Rose. The twins then looked over their shoulders.

"They're coming." they said as the twins walked further inside.

"We can do this, Rose." Bloom said to her sister.

"Agreed." said Rose, nodding.

"Magic Winx!" they both shouted.

"Good going." said the third witch. "We destroyed the gargoyles but the Trix got away."

"And whose fault is that?" Musa asked, accusingly.

"Your magic just bounced right off them." said Aisha.

"At least we tried." said the second witch. "You guys didn't even attack."

"My neck did more damage than anything you tried." Aisha argued.

"Hey! Maybe you let them get away on purpose." said Musa.

"How dare you!" said the first witch.

"All right then, bring it on!" Musa tells her.

"No, wait!" Flora called out as she, Stella and Tecna came it. "All of you, that's enough!"

"You've got to stop." said Tecna.

"Its this place. Its making you crazy." said Flora.

"Yeah, sorry." said Musa as she and Aisha landed.

"All right, macho girls. You might like to know that the Trix are about to get the codex." Stella tells the witches.

"Bloom and Rose are fighting them alone." said Flora.

"I know where they're going." said Tecna. "Follow me!"

In the heart of Cloudtower, Bloom and Rose were standing in front of the Codex when the Trix arrived. "Blast ball!" shouted the twins, firing of their magic at the Trix.

"Hey, there's only two of them." said Stormy.

"What's wrong?" Darcy asked tauntingly. "Your friends couldn't come out and play?"

"They're all yours." said Icy, leaving Darcy and Stormy to deal with the twins as she goes around to attack from behind.

As the twins were knocked to the ground by Icy's attack, Darcy made her move. "Optical Darkness." she said as darkness covered their eyes.

"Oh, my eyes." Bloom cried out.

"Bloom, don't worry." said Rose, reaching for her sister's hand. "We got this."

"No we don't, Rose." said Bloom. Both the Winx and the witches of Cloudtower ran towards the heart.

"Poor darlings. Can't see a thing." taunted Darcy as Rose pulls Bloom to her.

"I know where they're standing." Rose said to Bloom.

"Huh?"

"Remember when we played Marco Polo at the beach with dad, Bloom?" Rose asked in a low tone as Bloom begins to smile.

"Play along." Bloom whispered.

"Ready girls?" Icy asked.

"No, we've got to keep fighting somehow." they said as they reached out towards Darcy, pretending to be helpless. The Trix saw through their charade.

"Now!" said Icy as they sent the twins into a wall. "Lets pick up our prize."

"Its right there, come on." said Tecna as they all reached the heart of Cloudtower.

"Bloom! Rose!" said Flora, seeing the twins.

"Flora!" Rose called out.

"It's up to us to stop them." said Aisha.

"Its too late, fairies." said Icy. "The heart of Cloudtower is opening."

"No!" said Musa.

"The codex is ours." said Stormy as Stella gasped as they all looked behind the Trix.