Pooh's Adventures of Winx Club Episode 43

This is the transcript to the seventeenth episode of Pooh's Adventures of Winx Club Season 2.

Transcript

Heading Off the Cloud Tower

(The episode begins as Bloom is sitting on the ground, staring at Lake Roccaluce. Lockette flies around her head)

• Faragonda: Poor Bloom.
• (Bloom sighs)
• (At Alfea, Faragonda is using a mirror to watch Bloom from her office)
• Faragonda: I don't know what dark journey awaits you, Bloom, but I do know that to overcome darkness, one must get to know it first.
• Griffin: So, is that why fairies and the toy animals and their friends will be taking classes at my school next week?
• Faragonda: You know I hate it when you appear out of the shadows with no warning like that.
• Griffin: Well, I didn't get any warning about this little exchange program you arranged. You should have asked me.
• Faragonda: If I had come to you, you would have said no, correct?
• Griffin: Of course I would have, but now I have no choice! (uses her magic to disappear)

(Later, Faragonda has gathered the Winx Club, Pooh, Ash, SpongeBob, Mickey, their friends, Brer Rabbit and Mirta in her office)

• Winx Club: What?!
• Tigger: (sputters) What?!
• Piglet: What?!
• Winnie the Pooh: What?!
• Rabbit: What?!
• Eeyore: Huh?!
• Ash Ketchum: What?!
• SpongeBob SquarePants: Huh?
• Patrick Star: What?!
• Sandy Cheeks: What?!
• Squidward Tentacles: What?!
• Mickey Mouse: Huh?
• Donald Duck: What?!
• Goofy: What?
• Bloom: You want us to take classes at Cloud Tower this week?!
• Layla: What is that about?
• Stella: Can you see me in some gothic witch outfit? (changes outfits into a black top and pants) Uh-uh. (changes outfits into along red dress and gloves) Hmmm. (changes outfits into a red top, skirt, and fishnets)
• Winnie the Pooh: What exactly is the point of going to Cloud Tower, Miss Faragonda?
• Faragonda: You must understand the dark arts if you're to face Lord Darkar.
• Tecna: But couldn't the witch professors come to Alfea? It's so much more pleasant here.
• Faragonda: You must immerse yourself in darkness to learn about it.
• Mirta: I can go with you guys, as sort of an unofficial guide. You know, if you study at CT, you'll learn stuff about witches you couldn't learn any other way.
• Tigger: You're right, Mirta. You knew everything about what you learned at Cloud Tower better than we do. Maybe you should guide us there.
• Musa: You know what a witch once wrote on my locker?
• Faragonda: Are you familiar with the story of the gnole and the trolls?
• Winx Club: Uh-huh.
• Faragonda: Think of yourselves as that gnole, living among his enemies, and learning who he was by learning who he wasn't.
• Bloom: Yeah, but Miss F. in that story the gnole ends up getting eaten by the trolls.
• Rabbit: Well then, if we're going to face Lord Darkar, then we better head off to Cloud Tower to see what Griffin will teach us there.

(The scene cuts to Lucy standing at a window at Clout Tower, watching Mirta walk with the Winx Club and Pooh and the others)

• Lucy: Well, look who's back... Mirta.

(Outside...)

• Stella: This whole dangerous, winding walkway above a chasm of spikes does not a warm welcome make. At least some decorative handrails would be nice.
• Brer Rabbit: So that must be the school you fellas went to last year?
• Rabbit: That's right, Brer Rabbit.
• Eeyore: It was also the school where Icy, Darcy, and Stormy used to go to before they got expelled by Griffin.
• Winnie the Pooh: It's very brave of you to join us, guys. Especially since it's so very scary.
• SpongeBob SquarePants: We are a little scared, but we'll be brave.
• Misty: So, why did you come along, Zing?
• Zing: (disguises into a witch flying on a broom) Because I wanna be a witch. Fire burn and cauldron bubble!
• Tecna: Real witches don't fly around on brooms, Zing. You've been watching too many of Bloom's Earth DVD's.
• Donald Duck: Believe me, Tecna. I've seen plenty of real witches flying on brooms before.
• Mirta: How come the other pixies didn't come?
• Layla: They were way too scared.
• Zing: I ain't afraid of no witch.
• Musa: Yeah, well, you're a little...
• (Zing makes fight noises and kicks the air and swings her broom around)
• Musa: ...what's the word?
• Stella: Insane?
• Bloom: Hey, Stell, try to keep the fashion comments to a minimum, okay?
• Stella: I'll try, but I can't let five-inch, spiked, purple boots go un-mocked.
• Bloom: Witches do have some good qualities.
• Musa: Is ganging up on a person and humiliating them a good quality?
• Layla: Did that happen to you, Musa?
• Tigger: She's been through a lot last year, Layla. It was too "horror-bibble".

(Flashback cuts to a memory from Musa, recapping her encounters with the Trix and the other witches students of Cloud Tower from Pooh's Adventures of Winx Club Season 1)

• Icy: (grabs Musa's arm) We're gonna mess you up.
• Musa: Get your hands off me, you witch!
• (Musa is shown getting chased by a group of witches; they shoot magic at her back)
• Witch 1: Dance, Freshman, dance.
• Musa: (runs into a dead-end) I gotta try an invisibility spell quick.
• (The group of witches blocks her way, and the Trix fly down in front of her)
• Icy: Too late. No spell can help you now. It's like they say in every fairy tale: The End!

(Flashback ends)

• Mirta: Look, guys, it's all about pride with witches. They're just always trying to prove something.
• Bloom: Yeah, well, they'd better not try to prove anything with us.
• Ash Ketchum: Yeah, we don't want any trouble from these witches.
• Pikachu: (agrees) Pikachu.
• (They arrive at the front doors where Professors Zarathustra and Ediltrude are standing)
• Zarathustra: What do you call a fairy without her wings?
• Ediltrude: Dragon food.
• Zarathustra: Exactly right. And what do you call a fairy with her wings?
• Ediltrude: Dragon food.
• Stella: Cute.
• Ediltrude: I am Professor Ediltrude. And this is Professor Zarathustra.
• Sandy Cheeks: Well, howdy do, professors.
• Zarathustra: We're here to escort you.
• Ediltrude: And to warn you. You'd better be careful where you wander, weary travelers.
• Bloom: We're not scared of witches, but thanks for the advice, we'll keep it in mind.
• Rabbit: That's right!
• Ediltrude: Actually, I was talking about Cloud Tower itself.
• Zarathustra: It's a living creature, with a heart of it's own.
• Mickey Mouse: Gosh! You mean this place is alive?
• Ediltrude: And it doesn't take well to unwanted guests.
• Zarathustra: Now, let us show you to your dorm rooms.
• (The Trix appear in the air above Cloud Tower with Bowser and the other villains in his flying galleon)
• Bowser: Welcome to Cloud Tower, everyone! Where the Codex awaits us! (laughs)
• (Brer Fox laughs)
• (Plankton laughs)
• (Pete laughs)
• (Team Rocket laughs)
• (The Trix laughs)

Griffin's Class/The Villains Plot to Attack/The Winx Club and Pooh and the Others Are Forced to Work Together With the Cloud Tower Witches/Mirta and Lucy Reconcile

(Inside Cloud Tower, Griffin is lecturing an auditorium full of students, including the Winx Club and Pooh and the others)

• Griffin: A witch's magic comes from dark energy, which can be conjured up from mayhem or misery or by tapping into one's own dark feelings.
• Musa: Man, this is so bunk.
• Patrick Star: (whispers to SpongeBob nervously) SpongeBob, I think these witches are trying to test us.
• SpongeBob SquarePants: (nervously) I know.
• Layla: Okay... is it just me or is everyone in this room staring at us?
• Stella: They're just admiring our fashion and flair.
• Piglet: Or maybe they're not used to having us visit at their school.
• Winnie the Pooh: Don't worry, Piglet. Miss Griffin has been very generous with us ever since we helped defeat Icy, Darcy, and Stormy last year.
• Griffin: If you came across a hungry little kitten, crying pitifully in an alley, what would you do? Flora?
• Flora: Take it home and feed it and give it a really cute name?
• Griffin: Oh, Flora, that's so sweet of you.
• (The witches start laughing)
• Griffin: But no! That kitten's misery would give you enough dark energy to cast at least three skin-rot spells.
• Flora: Oh, right, skin-rot spells. Wouldn't wanna pass up on those.
• Brock: Me neither.
• Togepi: (gets scared) Toge.
• Misty: It'll be okay, Togepi.
• Mr. Krabs: I think I'm gonna be sick.
• Tecna: (leans over and whispers to Bloom) Why do you think we're really here?
• Goofy: (whispers with Tecna as well) Yeah, you don't think they could be up to any tricks, would they?
• Bloom: (whispers) Relax, you two. We're just here so Miss Griffin could teach us about dark arts before we face Lord Darkar.
• Griffin: We're going to conjure dark energy using our own feelings. Exchange students, beware: bad things happen to those who can't control their dark energy.

(Meanwhile, Mirta walks along a hallway, stopping at a doorway that shows a picture of Lucy and herself, except her face has been crossed out. She knocks on the door. Lucy's voice can be heard inside the room)

• Lucy: Go away, traitor!
• (Mirta seems upset, and walks away without saying anything)

(Back in the auditorium, the Cloud Tower students and Winx Club are standing, a purple ball of energy in front of each of them)

• Griffin: Remember, ladies, focus on the thing you detest. Zero in on how much you despise it and use that disgust to create your energy.
• (One witch's energy ball emits a gold light before sending her flying. The other students laugh; a tentacle emerges out of another witch's energy ball and chokes her)
• Piglet: Yikes!
• (The students laugh again; Griffin walks among the students, assessing their efforts)
• Griffin: Pretty good. Not dark enough. (comes to Musa) Yours is strong. What despicable image are you using?
• Musa: Witches.
• Griffin: Clever.
• Squidward Tentacles: I can't imagine why. (chuckles)
• Griffin: Now, remember everyone, the secret to powerful witchcraft is to embrace darkness and suppress anything light.
• Stella: (her energy ball glows golden) I wasn't cut out for witchcraft.
• Griffin: Well then, try thinking of something you despise, Stella.
• Stella: The problem is, I despise darkness and embrace the light.
• Bloom: Professor Griffin, I think something's wrong with mine.
• (Griffin notices Bloom's energy ball is a dark red instead of purple)
• Griffin: Interesting. Even Senior witches don't summon magic that dark.
• Bloom: Well, I've had a bad week.
• Mickey Mouse: Gee, do you think Bloom might be okay?
• Rabbit: I don't know.
• Brock: Well, things can't get worse from here.

(Meanwhile, Stormy gets mad and uses her magic to start destroying the potions lab she and the other villains are standing in)

• Icy: Get a grip, Stormy. Do you want us to get caught?
• Stormy: I'm sorry, but being in this room is bringing back potions class nightmares.
• Pete: Well, get over it, miss witchy pants.
• Stormy: I'll get over it when we're out of here. Now, let's do what we came here to do.
• Darcy: Wicked idea, but what about the fairies and Pooh and the others?
• Bowser: We can find the Codex and still take out a few foolish heroic foes while we're at it.
• Plankton: Not a bad idea, Bowser. The sooner we get Cloud Tower's piece of the Codex for Darkar and take care of those twits, the sooner we will take over everything.
• (Icy and Darcy use their magic to blast holes in the walls)
• Icy: Let's split up.
• Bowser: Right, Pete and I will go with Icy. Plankton and Team Rocket will go with Darcy. Brer Fox and Brer Bear, you two stay with Stormy.
• Brer Fox: You got it, Bowser.
• (Icy and Darcy fly into the holes with two groups of villains following them respectively, which the holes seal behind them. Stormy, Brer Fox, and Bear Bear peek their heads out the door and notices Mirta walking down the hall)
• Stormy: Huh? Well, look who it is.
• Brer Bear: Who is that girl?
• Stormy: That's Mirta. She's an ex-student of Cloud Tower who got transferred to Alfea.
• Brer Fox: Maybe we better keep an eye on this Mirta girl. She might be useful.
• (Stormy, Brer Fox, and Brer Bear sneak after Mirta)

(In the Cloud Tower library, the Winx Club, Pooh, Ash, SpongeBob, Mickey, their friends, and Brer Rabbit are arguing with the witch students)

• Witch 1: No way am I working with a fairy or any else of your friends
• Bloom: But, what about the project? We're supposed to make a group presentation on gandrake root.
• Goofy: Bloom's right, girls, Griffin says we have to work together.
• Tecna: It says here that gandrake root grows in Thorn Valley.
• Witch 2: You fairies would never survive Thorn Valley.
• Bloom: Come on, let's all just work together and try to get this project done.
• Lucy: Who made you the boss, Bloom?
• Bloom: Somebody needs to be the boss, and I don't see any of you stepping up.
• Rabbit: (to the witch students) Whether you young ladies like it or not, Bloom has good judgement. All of you on the other hand, have bad judgement!
• Witch 2: Hey, don't be dissing us!
• Witch 3: Especially not on our turf.
• Lucy: Compared to us, you're a bunch of weaklings.
• Squidward Tentacles: Of course I've- (stops and realizes what the witches are saying) What are you saying?
• Donald Duck: Hey! Who do you think you are?!
• Layla: Are you witches calling us weak?
• Musa: Who saved your butts last semester?
• Tigger: Yeah, you witches! If it hadn't been for us, Icy, Darcy, and Stormy would have still ruled your school!
• Lucy: Wouldn't have had to if Bloom hadn't have given up the Dragon Fire.
• Stella: You know, they kind of have a point there.
• Tecna: The Dragon Fire was taken.
• Stella: Oh yeah, that's right.
• SpongeBob SquarePants: Hey, hey, hey, guys?!
• (Mirta approaches the Library. She can hear the witches arguing with the Winx Club and Pooh and the others arguing inside)
• Stella: The Dragon Fire was taken, witch!
• Witch 4: Well, that doesn't change the fact that you're a preppy, self-absorbed, little punk!
• Mirta: (pushes the door open and walks inside) Huh?
• Ash Ketchum: Hey! Don't you dare badmouth Stella!
• Musa: Yeah, what he said! My girl is not a punk, got it?!
• Witches: You wanna step outside?!
• Layla: Everyone needs to chill.
• Mirta: What are you guys doing?
• Winnie the Pooh: Oh, Mirta. It's you.
• Ash Ketchum: We didn't hear you come in.
• SpongeBob SquarePants: Sorry if we disturbed you, Mirta.
• Patrick Star: Yeah, we were just working together on a project.
• Mirta: Well, it doesn't sound like it to me.
• Flora: These witches won't cooperate.
• Witch 4: It's an insult to the school that they're even here.
• Mickey Mouse: Now come on, fellas. Griffin has us working together for a reason. Fighting with each other is not helping anything.
• Mirta: Mickey's right, everyone. Think about your differences as positive things. Think about all you can learn from each other.
• Bloom: Mirta's right. And so is Mickey. Look, we need to learn more about dark magic. So, teach us what you can and we'll take you on a shopping spree courtesy of Stella. Deal?
• (The witches all agree)
• Tigger: Well, what do ya know? (chuckles) It worked.

(Meanwhile, The Trix use magic so they and the other villains can spy on the witches, Winx Club, and Pooh and the others)

• Icy: I think I'm gonna puke.
• Stormy: Fairies, toy animals and their friends working with witches? Sickening!
• Jessie: Tell me about it!
• Plankton: Yeah!
• Icy: But, it gives us more people to witch up before the day is done.
• Bowser: I believe this will work to our advantage.

(In Mirta and Lucy's dorm room after class, Mirta sits on a bed while Lucy paces)

• Mirta: Know what I was listening to the other day?
• Lucy: What?
• Mirta: That first Broken Bones CD. Remember sneaking out to go to that concert and screaming like idiots? Junior High rocked.
• Lucy: Better than elementary school, that's for sure.
• Mirta: Oh, what are you talking about? You were friends with the most popular girls back then.
• Lucy: 'Til they find out I was a witch.
• (Lucy and Mirta both laugh)
• Mirta: That's how we met. Sitting alone in the lunchroom.
• Lucy: Remember the first lunch day here?
• Mirta: You tried to eat with Darcy and she turned you into a dragon fly.
• Lucy: You kept me in a jar for three days. (laughs)
• Mirta: You know, it was a fairy spell that finally changed you back.
• Lucy: Awww, don't tell me you're here to convert me.
• Mirta: Don't worry.
• Lucy: I mean, don't you remember, Mirta? Witches for life.
• Mirta: I'm still a witch, just different.
• Lucy: I was so mad at you for going to Alfea and ditching me. We were supposed to be friends forever.
• Mirta: We still are.
• Lucy: Yeah, but you deal in fairy magic now.
• Mirta: But I'm still me, Lucy. (hugs Lucy) And I miss my best friend.
• (Lucy smiles and hugs Mirta back)

The Villains Blackmail Lucy

(Lucy walks along a hallway on her own)

• Stormy: Your combat boot's untied, dork.
• (The Trix appear from the walls while Bowser and the other villains step out of the shadows)
• Icy: How's it going, loser?
• Stormy: We hear you're big stuff on campus now.
• Darcy: Yeah, we saw the trophy case in the main hall.
• Icy: That most cold-hearted trophy of yours. That was supposed to be mine.
• Lucy: What do you want from me? I didn't do anything.
• Icy: It's not what you did, reject.
• Stormy: It's what you're going to do.
• Icy: Just like the old days.
• Darcy: We tell you to do something and you do it.
• Lucy: No!
• (Lucy tries to use her magic on Stormy, but she dodges and it hits a bug instead)
• Brer Fox: Huh?
• (Lucy tries again, aiming at Icy this time, and it hits her Gloomix necklace where it is absorbed)
• Icy: You just shot my bling.
• Plankton: I don't think you're being so cooperative with us, girl.
• Bowser: Ladies, why don't you three remind Lucy what happens to little witches when they mess with us villains?
• Lucy: No, wait. No!
• (Stormy uses her magic to throw Lucy against a wall)
• Jessie: You don't stand a chance against us, do you, witch?
• James: So will you help us or not?
• Lucy: I'll do whatever you want. Anything, I swear it.

(Meanwhile in Zarathustra's class...)

• Zarathustra: We're going to focus on turning your personal demons into well... demons. With big horns, that will do your evil bidding for you.
• Bloom: But fairies don't really have any demons.
• Winnie the Pooh: We don't have any demons either, Miss Zarathusra.
• Zarathustra: Everyone has demons, my friends. Now, close your eyes and focus on your friends. Think of all the times your friends hurt your feelings or betrayed you.
• (The students close their eyes and concentrate; Zarathustra uses her magic)
• Zarathustra: Think of when a friend tried to make you feel dumb in front of others. Think of when they tried to steal your boyfriends.
• Mirta: Hmm? Stop, Professor! That's enough!
• Zarathustra: Never interrupt the meditation.
• Mirta: She's trying to spell you into getting into fights with each other. This isn't part of the course.
• Bloom: What?! Really?!
• Rabbit: What?
• Squidward Tentacles: What?! That is totally unfair!
• SpongeBob SquarePants: Squidward's right, that is totally unfair!
• Mirta: That was a cat-fight spell, you guys.
• Stella: What?!
• Musa: That's not cool!
• Zarathustra: True. But I do believe the spell has already worked on you.
• Piglet: But how?
• Zarathustra: You'll find out.

(Meanwhile in Griffin's office, Ediltrude is seen talking with Griffin)

• Griffin: I heard about Zarathustra's antics. I expect every teacher to cooperate with the fairies and the toy animals and their friends!
• Ediltrude: We don't like their presence here.
• (Lucy is eavesdropping from the hallway outside of Griffin's office)
• Griffin: Our accreditation is in danger, ever since last year, and welcoming them here looks good to the council.
• Ediltrude: If this has anything to do with the codex, you needn't worry about-
• Griffin: Quiet, I think we have a visitor. Dooraxus vanisho! (uses her magic to make the door disappear)
• Ediltrude: You! Were you eavesdropping.
• (Lucy runs off without saying anything)
• Ediltrude: I'll get her.
• Griffin: Don't bother. Lucy's not the spying kind. Someone else must be behind this.

(In the hallway...)

• Lucy: (runs away from Griffin's office) Icy, where are you? (keeps running, and runs into Zing, surprising them both; she runs the other way and runs into Bloom, Flora, Pooh, Ash, SpongeBob, Mickey, their friends, Brer Rabbit, and Mirta) No!
• Mirta: Lucy, what's wrong?!
• (Lucy faints)
• Mirta: Lucy!
• (Lucy wakes back up)
• Winnie the Pooh: Are you quite alright, Lucy?
• Misty: Yeah, we heard you screaming down the hall.
• Brer Rabbit: Yeah, what happened? What's going on?
• Lucy: Bowser, Brer Fox, Brer Bear, Plankton, Pete, Team Rocket, Icy, Darcy, and Stormy, they're here.
• Mirta: What?
• Tigger: (sputters) What?!
• Piglet: What?!
• Winnie the Pooh: What?!
• Rabbit: What?!
• Eeyore: Huh?!
• Ash Ketchum: What?!
• SpongeBob SquarePants: Huh?
• Patrick Star: What?!
• Sandy Cheeks: What?!
• Squidward Tentacles: What?!
• Mickey Mouse: Huh?
• Donald Duck: What?!
• Goofy: What?
• Flora: No.
• Mr. Krabs: What are those villainous scoundrels doing here at Cloud Tower?
• Lucy: They made me spy for 'em.
• (Musa, Tecna, and Stella arrive)
• Lucy: They're after something called the codex.
• Musa: Who's after the codex?
• Bloom: Icy, Darcy, and Stormy, and the other villains are here.
• Donald Duck: What are they after the codex for?
• Tigger: (nervously) I'd say it's that ruthless, sinister, diabolical Lord Darkar.
• Pooh and Pals: LORD DARKAR?!
• Tigger: Which way will we run?
• Piglet: Where do we hide?
• Ash Ketchum: We gotta protect the codex so they won't give it to Darkar!
• Layla: Let's get 'em!
• Bloom: Mirta, why don't you go warn Professor Griffin? Everyone else, let's bust up some villains!

(The Winx Club, Winnie the Pooh, Ash Ketchum, SpongeBob SquarePants, Mickey Mouse, their friends, and Brer Rabbit run through a hallway with Zing following behind)

• Stella: "Let's bust up some villains"? How exactly are we supposed to do that when they have that superpowered Gloomix bling?
• Bloom: Let's just find them first.
• Eeyore: But we don't know where they could be now.
• Tecna: Well actually, I find that those villains are adept at not being found.
• Bloom: Well, do you have an idea?
• Tecna: Yes I do. We can ambush them at their destination.
• Flora: Yeah, but they're after the codex.
• Sandy Cheeks: And we don't know where that codex is hidden.
• Tecna: I think I can figure it out, but I'll just need a little time.
• Stella: We don't have time for calculations, Tecna.
• Tigger: Yeah, and besides, we can end up leading Bowser, Icy, and our other enemies to the codex.
• Musa: Check this plan out: we pretend we know where the codex is and then go there and set up a trap to-
• Stella: Oh great thinking, Musa. Bowser's not an idiot, you know?
• Layla: If you have a better plan, Stella, just say it.
• Stella: You know what? Forget this. I'll go find 'em on my own. (runs off down another hallway)
• Bloom: Looks like that cat-fight spell did have an effect on us.
• Mikcey Mouse: I guess Professor Zarathustra wasn't kiddin' about that.
• Bloom: Whatever, I'm going to where Lucy last saw the villains. (walks off and Flora follows)
• Winnie the Pooh: Come on. (he and his friends follow Bloom and Flora)
• Musa: No one even listened to my idea. (walks off and Layla, Ash, Pikachu, Misty, Togepi, Brock, SpongeBob, Patrick, Sandy, Squidward, Mr. Krabs, Mickey, Donald, and Goofy follows)
• Tecna: My plan is clearly the most logical of them all.
• Brer Rabbit: Perhaps everyone needs a few minutes to calm down before we figure out a plan how to catch those villains.

Icy Freezes Tenca/The Villains Attack the Cloud Tower Lounge

(In another part of the castle Bloom, Flora, Pooh, Piglet, Tigger, Rabbit, and Eeyore examine a burn on a wall. Elsewhere, Musa, Layla, Ash, SpongeBob, Mickey, and their friends walk along a hallway. Staying where they were, Tecna consults a hand-held device with Brer Rabbit and Zing. Stella sits alone in the empty dining hall having a drink)

• Tecna: (sits in a classroom, still looking at her device) There's some kind of dark life-force in the tower.
• Brer Rabbit: What kind of dark life-force, Tecna?
• Tecna: Let me see. Aha! It's like Ediltrude said, Cloud Tower has a heart of it's own, literally! (brings up a digital map of Cloud Tower. It shows energy flowing towards a central point)
• Brer Rabbit: Gee-whiz! Those witch professors weren't lying, the whole school is a living creature!
• Tecna: All the energy in this place flows to and from one center. The codex must be there.
• Darcy: Good job, nerd.
• (Brer Rabbit watches in horror as a hole opens in the wall and the Trix fly out with the rest of the villains entering)
• Darcy: You found the codex.
• Brer Rabbit: It's the villains!
• Pete: That's right! Now where is the codex, pipsqueaks?
• Tecna: Like I'd tell you. (starts to use her magic but isn't fast enough)
• Icy: Ice Coffin! (freezes Tecna in a block of ice) Boo-yah.
• Brer Rabbit: Leave her alone, you fairy -frezzin' crooks!
• Bowser: Seize him!
• (At that moment, Brer Rabbit is suddenly captured by the villains, tied up by Brer Fox)
• Brer Fox: You done played your last trick on us, Brer Rabbit. You sure have, yes sir. You've played your last trick on us. Here, hold that knot. You sure look mighty good in that bow-tie, Brer Rabbit. Yes sir, you look mighty good in the bow-tie. (laughs) Don't he look good in that bow-tie, Brer Bear?
• Zing: Put him down, you meanies!
• Bowser: SILENCE! (knocks Zing down, leaving her unconscious)
• James: That will teach a little pest to keep her mouth shut.
• Meowth: What should we do with the bunny, boss?
• Bowser: (in Judge Doom's voice) We'll see to him later. Right now I feel like dispensing some justice.
• Icy: Check it out, everyone, she left us a map. Even nerds have their uses. The codex is ours.
• Brer Rabbit: You won't get away with this!
• Plankton: Oh really? I think we already have! (laughs evilly)

(Musa, Layla, Ash, SpongeBob, Mickey, and their friends walk into a room decorated with tall statues)

• Witch 1: Oh great, look who it is.
• Musa: Nice. Even their student hangout lounge is totally creepy.
• Patrick Star: Yeah, creepy.

(Meanwhile, Darcy tries to use her magic on the walls in the hallway, but is unsuccessful)

• Darcy: I can't get through.
• Jessie: Oh Drat!
• Bowser: But how is that possible?
• Icy: Griffin must have put a barrier around that room.
• Darcy: Well, there are other ways we can get to the tower's heart.
• Brer Bear: But, uh, how do we do that?
• Icy: We send our power into it's veins and take control of it.
• Pete: Hmm. Dastardly and reasonable. With Griffin and the others unable to take control, we can walk right in and take the codex.
• Darcy: It might take longer, but it's bound to work.
• Icy: Then let's go take over this tower, fellow villains.
• Stormy: With pleasure.

(Meanwhile, Bloom, Flora, Pooh, Piglet, Tigger, Rabbit, and Eeyore run into the classroom and find Tecna frozen and Brer Rabbit tied up)

• Bloom: Tecna!
• Winnie the Pooh: Brer Rabbit!
• Brer Rabbit: Pooh Bear? Bloom? Boy am I glad to see you guys!
• Flora: Goody-goodness!
• Bloom: What happened here, Zing?
• Zing: Bowser and Icy know where the codex is.
• Eeyore: It looks like Tecna figured it out.
• Rabbit: But where could it be?
• Bloom: It must be at that heart thing.
• Flora: We've gotta break her out of that ice.
• Bloom: Yeah, but Flora, Bowser's on his way to the codex.
• Piglet: But, Bloom-
• Bloom: Don't worry, Piglet. I've dealt with Bowser before, and I can do it again. Flora, go find Stella, have her melt the ice. I'm gonna go stop Bowser. (runs out of the room)
• Zing: Wait for me!
• Flora: No, you need to stay here and guard Tecna and Brer Rabbit.
• Tigger: Don't worry, Brer Rabbit. We'll get you out of here in no time! (begins to untie Brer Rabbit)
• Brer Rabbit: Thanks, fellas. For a moment, I thought I was gonna be a goner for sure.

(Back at the student lounge...)

• Witch 1: What are you talking about? We never jumped you.
• Musa: Like I'd forget your ugly face.
• Witch 1: You deserved it, Musa.
• Donald Duck: (angrily) That's it! You're asking for it now!
• Layla: Does anyone else hear that noise?
• Witch 1: What's going on?
• SpongeBob SquarePants: I don't know, but something bad is about to happen.
• (One of the walls explodes and the villains fly in)
• Bowser: Surprise!
• (Ash and his friends gasp)
• (SpongeBob and Patrick scream)
• Squidward Tentacles: Ah!
• (Sandy gasps)
• (Mr. Krabs gasps)
• Mickey Mouse: (horrified) Oh! Bad guys!
• Donald Duck: Bad guys!
• Goofy: Bag guys?
• Ash Ketchum: Huh? What are those guys doing here?
• Jessie and James (singing): You know us as Team Rocket and we fight for what is wrong. We're tired of our motto so we thought we try a song!
• Jessie (singing): Jessie!
• James (singing): James!
• Jessie and James (singing): The speed of light, prepare to fight!
• Meowth (singing): Meowth, that's right!
• James (singing): I am the handsome one!
• Jessie (singing): I'm the gorgeous one!
• Jessie and James (singing): Looking good is lots of fun. We get some things wrong But we keep rolling along!
• Jessie, James, and Meowth (singing): We want to capture Pikachu, we hope to do it soon. And when we do we'll be the new stars of this... cartoon!
• Plankton: Enough breaking the fourth wall, guys, we got work to do!
• Icy: Look what this school has come to.
• Stormy: Disgusting. Fairies and their buddies hanging out in the witch lounge.
• Ash Ketchum: Bowser!
• Misty: You villains aren't even welcome here you know?
• Bowser: We're not leaving here yet, at least not until we get the codex for Lord Darkar.
• Pete: Either we get the codex or else.
• SpongeBob SquarePants: Then I guess you evil-doers leave us with no choice: prepare to be vanquished!
• Brer Fox: (in one of the Beagle Boys' voice) Let's have a bit of fun with these blighters, eh?
• Musa: Ready, Layla?
• Layla: Let's get 'em!
• Musa: Yeah!
• Musa and Layla: Let's do it! (transform into their Magic Winx forms)
• Musa: Alright, witches, are you with us or not?!
• Witch 2: Oh yeah, we're with you. Come on!
• Mickey Mouse: Let's get 'em!

(In the dining hall...)

• Stella: I don't know why everyone has to be so-
• Flora: (runs in) Stella! There you are!
• Stella: What's wrong?

(Back in the student lounge, Musa, Layla, Ash, SpongeBob, Mickey, their friends, and the Cloud Tower witches fight villains)

• Stormy: Stupid sophomores!
• Layla: (traps Stormy in a morphix net) One down.
• Icy: You're gonna pay for that!
• (Icy sends ice shards at Layla but Musa knocks them aside with her magic; Darcy and Icy put up a shield as the others blast them with magic)
• Brock: I'm gonna show these crooks the what for! Go Gubone! (unleashes Cubone from its Pokeball)
• Ash Ketchum: I'm with you, Brock! Totodile, I choose you! (unleashes Totodile from its Pokeball)
• Totodile: Totodile!
• Plankton: It's gonna take a lot more than your pokemon to take us down, kid!
• Ash Ketchum: Okay, Totodile, use your water attack on Plankton!
• (Totodile uses its water abilities to spray water on Plankton)
• Plankton: Is that all you got?!
• Mr. Krabs: No, but this is, Plankton! (stomps on Plankton with his foot)
• Plankton: Ouch!
• Brer Bear: I'm gonna knock your heads clean off!
• Brock: (raises his club) I don't think so, Brer Bear! Get him, Cubone!
• (Cubone attacks Brer Bear, causing the oafish bear to be knocked down)
• Brer Bear: Oof!
• (Brer Fox facepalms in frustration)
• Icy: Our power should have reached the heart by now.
• Darcy: So, then let's take control of the tower.
• (Stormy gets free of the net)
• Icy: Hey, statues! Fight for us!
• (The Trix use their magic to animate the statues)
• Stormy: Sweet, it's working! That means the tower is ours!
• Layla: Look out!
• Ash Ketchum: Hurry!
• Pikachu: Pika!
• SpongeBob SquarePants: Step on it, Patrick!
• Goofy: Woah!
• (The statues separate from the walls, and the witches, Musa, Layla, Ash, SpongeBob, Mickey, and their friends run out of the way)
• Darcy: We'll always rule this school.
• Icy: You know it.
• Bowser: Now, let's go get the codex.

(Meanwhile, Stella uses her power to unfreeze Tecna in the classroom where Tecna got frozen by Icy earlier, but the process is slow)

• Stella: This must be some kind of super witch ice. My power won't melt it.
• Flora: Keep trying!
• Tigger: Come on, Stella, don't give up!

Confronting the Villains at the Heart of Cloud Tower

(In another part of Cloud Tower, Bloom walks along a hallway alone, before reaching the heart of the school)

• Bloom: There's the heart. I've gotta protect it. (rises in the air, red magic swirling around her)

(Back in the student lounge, the Cloud Tower witches along with Layla, Musa, Ash, SpongeBob, Mickey, and their friends are standing around in the aftermath of the battle)

• Witch 1: Hey! Just for the record, bozos, we witches destroyed the statues.
• Musa: What are you? Crazy?
• Ash Ketchum: Yeah, you ran screaming out of the room.
• Pikachu: (angrily) Pika!
• Sandy Cheeks: Why you witches are nothin' but a bunch of cowards!
• Witch 2: Are you calling us liars, you little goody-goodies?
• Layla: Well, you let Icy and her crew get away!
• Musa: Yeah! In fact, maybe you did it on purpose!
• Witch 2: How dare you?!
• Donald Duck: This time, you witches have gone too far!
• Musa: Bring it on, broomstick!
• (The Cloud Tower witches along with Musa, Layla, Ash, SpongeBob, Mickey, and their friends prepare to attack each other)
• Flora: Stop it! That's enough! All of you!
• (Flora, Tecna, Stella, Pooh, Piglet, Tigger, Rabbit, Eeyore, and Brer Rabbit run into the room)
• Flora: Get a grip, you guys. We've only got a few minutes to stop Bowser, Brer Fox, Brer Bear, Plankton, Pete, Team Rocket, Icy, Darcy, and Stormy.
• (Musa and Layla fly back to the ground)
• Musa: Sorry.
• Ash Ketchum: Yeah, we don't know what came over us.
• Stella: Apologies later, let's just go help Bloom.
• Piglet: Stella's right. Bloom is facing those villains all by herself.
• Winnie the Pooh: We have to help her and make sure she's alright.
• Tecna: I know where they are, follow me!
• Rabbit: Uh, hurry! Hurry! There's not a moment to lose!

(At the Heart Chamber of Cloud Tower, Bloom has transformed into her Magic Winx form and the villains have found the Heart Chamber)

• Icy: Let's go!
• (The Trix conjure a purple bubble; Bloom blasts it with her magic but it has no effect)
• Pete: Wait a minute, there's only one of those nimrods?!
• Meowth: Who cares? Let's just take care of her.
• Darcy: What's up, Bloom? Did your little friends ditch you?
• Bowser: Keep her busy!
• (Stormy and Darcy attack Bloom from the front while Bowser lands behind her)
• Bowser: Time's up, Bloom! (attacks Bloom from behind, throwing her to the ground)
• Darcy: Optical Darkness! (spell causes Bloom's eyes to turn black)
• Bloom: My eyes!

(The Winx Club (minus Bloom), Pooh, Ash, SpongeBob, Mickey, their friends, Brer Rabbit and the Cloud Tower witches are hurrying through a hallway)

• Brer Fox: This is gonna be so much fun (laughs)
• (The villains land around Bloom, surrounding her)
• Icy: Yep, let's end her.
• Bloom: I'll never let you get the codex.
• Bowser: You don't stand a chance against us anymore, Bloom.
• (The Trix use their magic to throw Bloom against a wall)
• Darcy: Alright, ready, folks? On the count of three.

(The Winx Club (minus Bloom), Pooh, Ash, SpongeBob, Mickey, their friends, Brer Rabbit, and the Cloud Tower witches are still hurrying along a hallway)

• Tecna: The chamber's up ahead!
• SpongeBob SquarePants: I only hope we can make it on time!
• Tigger: We're coming, Bloom!

• Darcy: ...two and-
• Stella: Icy!
• Rabbit: Stop right there, Bowser!
• (The Winx Club, Pooh, Ash, SpongeBob, Mickey, their friends, Brer Rabbit, and the Cloud Tower students arrive)
• Bowser: (in Lotso's voice) Well, look who's back.
• Flora: What have you done with Bloom?
• (The heart of Cloud Tower starts to open)
• Stormy: Bloom? We were just about to finish her off for good.
• Mickey Mouse: Not while we're around!
• Layla: Let's take 'em out.
• Icy: Don't bother, the heart of Cloud Tower is opening.
• Musa: No!
• Bowser: Yes! The codex is ours!
• Winnie the Pooh: Look!
• Ash Ketchum: Huh?
• Witch: There's someone in there!
• Icy: What?
• Bowser: That's impossible!
• Plankton: Who's that?
• Meowth: I don't know, but I think we're about to find out.
• (The heart of Cloud Tower opens all the way and the silhouette of Griffin can be seen)