After their summer vacation, Winx Club returns to Alfea to begin their seconde year. They meet a new fairy, Layla, who asks for their help in rescuing her Pixie vrienden held hostage door Lord Darkar. Lord Darkar is actually the "Shadow Phoenix" who wants to take control of the magical realm. In order to do so, he has to find out where the Pixies' Village is in order to steal the four pieces of Codex which open the portal to the Realm of Realix, where the Ultimate Power can be found. The Trix also meets Lord Darkar and serves him. Meanwhile, Winx Club learn how to obtain their Charmix. A new "teacher" arrives in Alfea and turns Bloom into Dark Bloom to serve Lord Darkar. With Dark Bloom's help, Lord Darkar opens the portal to the Realm of Realix. All seems lost. In the last moment, Sky confesses his true feelings towards Bloom, which changes Dark Bloom back to her normal self. Bloom then heals everyone and defeats Lord Darkar. After the battle, Bloom and the others go back to Alfea and celebrate. Layla also joins Winx Club while Stella has a big fashion deal going on.