Pooh's Adventures of Winx Club Episode 75

This is the transcript to the twenty-third episode of Pooh's Adventures of Winx Club Season 3.

Transcript

Testing the Water Stars/Baltor's Revenge Scheme

(The episode starts in the Alfea quad, where the Winx girls, along with Pooh, Ash, Simba, Littlefoot, SpongeBob, Mickey, Bugs, and the others, discuss how they will use the water stars against Baltor)

• Stella: So, the question is, do we work on the water stars or go check out the sales in Magix?
• Tecna: The water stars are our first priority, but on the other hand prom is coming up pretty soon.
• Flora: And of course Timmy asked you.
• Tigger: Yeah, but what should we do first?
• Rabbit: I might have to go with Tecna's suggestion. Testing out the water stars first is very important because we need to be ready for the next battle.
• Buzzie: He's right. Who knows when Baltor and our other enemies will strike again at anytime?
• Simba: It's better safe than sorry.
• Layla: Why not do both? We can do some work in the magi-lab this morning and then we can hit the stores this afternoon.
• Bloom: That's an excellent idea. So, let's go over what we know about the water stars.
• Tecna: Okay, well so far what we know is that they are the exact scientific opposite of the Dragon Fire. And we know that both forces date back to the beginning of the Magical Universe.
• Bloom: Both are equally powerful and neither is good or evil.
• Ash Ketchum: The biggest question is how will make them work against Baltor?
• Winnie the Pooh: I don't know.
• Ducky: I do not know either, I do not.
• Goofy: Me neither.
• Tecna: We just have to figure out how to use them.
• Layla: Then let's get started.
• Jiminy Cricket: Yep, the sooner the better.

(The scene cuts to inside the Alfea lab where the girls and their allies gather around a table, with the water stars in the middle)

• Flora: Nothing seems to be working.
• Timon: Gee, this is taking forever. Why can't the stars just activate already so we can get it over with?
• Pumbaa: But, Timon, we can't rush the water stars' powers, they may take time.
• Patrick Star: (gets anxious)I don't know how much longer we can wait. I can't handle the pressure!
• SpongeBob SquarePants: Just take it easy there, Patrick. It'll happen... eventually.
• Piglet: What do you think will happen when they activate?
• Eeyore: I'm not so sure.
• Misty: Maybe if we figure out how they'll work, we'll know.
• Scrooge McDuck: Aye, so we better start thinking of ideas.
• Stella: Maybe we should try hitting them with a burst of energy to see if it gets them going. What do you think?
• Littlefoot: I don't know, Stella, it might be dangerous.
• Tecna: Littlefoot does have a point. And besides, they might have a negative reaction.
• Musa: We don't wanna blow up the science lab.
• Stella: Been there, done that.
• Daffy Duck: You blew up a science lab before?
• Stella: Eh, long story. Not a good day for me either.
• Winnie the Pooh: Hmm. Think, think, think. (gets an idea) Genie, do you think you could use your phenomenal cosmic powers on the water stars to see what happens?
• Genie: I'm not sure how my powers would work on them, Pooh. My powers have been reduced to semi-phenomenal cosmic ever since Aladdin freed me from my imprisonment in my lamp, remember?
• Winnie the Pooh: Oh, that's right.
• Mickey Mouse: Hmm. This is a tricky one.
• Brer Rabbit: I'll say. Does anyone got any other ideas here?
• Layla: I could wrap one in a Morphix ball and we could send our magic through that.
• Bloom: I think that maybe we should try a more personal approach. (touches a water star and it emits a green light)
• Stella: Woah.
• Roo: How are you doing that, Bloom?
• Bloom: If they activate when they come into contact with Dragon Fire energy then maybe I'm the key to unleashing their full power.
• Musa: But remember, Bloom, if they can destroy Baltor because of his Dragon Fire then they can destroy you too.
• Bloom: I know it's very risky for me, but I don't think we have much of a choice.
• Rafiki: We will all have to think very wisely on this, my friends.

(Somewhere in Baltor's lair, Baltor along with with Maleficent, Jafar, Ratigan, Scar, Pete, and Plankton looking rather disappointed deeply. Then Icy, Darcy, Stormy, along with Iago, Team Rocket, the Hyena Trio, Brer Fox and Brer Bear, Fidget start coming to approach them.)

• Icy: Baltor! Masters! Why are you all sitting there like that?
• Jessie: Yeah, you don’t seem like you’re angry and determined selves right now.
• Shenzi: Yeah, you’re all usually all bossy, and commanding.
• Banzai: (whispering) And rather hot tempered.
• Shenzi: But now you’re all looking so glum and tired out.
• Darcy: I’m with them. Why the long face?
• Stormy: And the furrowed brow too?
• (Baltor and boss-type villains growls angrily)
• Maleficent: Not wa-?
• Jafar: What?!
• Scar: What did you say?!
• (The Trix and the others as they gasps startled)
• Baltor: Deja vu is what's upsetting us, you hoodlums. The fairies and the heroes and the Cloud Tower witches are allied once again.
• Brer Bear: (confused) And this is troubling news because…?
• Scar: You fool, now that they’re joining forces together, they’ll be too much for us to handle!
• Ratigan: That's right! And it's bad business for us you know!
• Pete: Yeah, I can't imagine why. The nerve of those pipsqueaks!
• Plankton: Oh, how will we ever get close to accomplishing our goal when they keep beating us up?
• Jafar: At this rate, they’ll likely beat us much worse than the Winx and their allies did at the Golden Kingdom!
• Maleficent: Oh, and it'll be hopeless. We'll soon be disgraces to the forces of evil.
• Baltor: Exactly! Look how easily they beat you in the Golden Kingdom and they didn't even have the witches with them. It's happening, just like it did seventeen years ago.
• Iago: Uh…
• Fidget: What's your point?
• Brer Fox: I beg your pardon?
• Icy: What's happening?
• Meowth: Yeah, boss. What’re you talking about?
• Baltor: It's like they're forming a new Company of Light! And my spells won't be powerful enough to finish them off!
• Darcy: You're whining.
• (The Trix and the other villains are perplexed by their bosses' demeanor)
• Baltor: You're right, I should spell myself into oblivion for this.
• Darcy: Or we will.
• Baltor: (gets angry) What?!
• Ratigan: What was that?!
• (Darcy looked scared while hiding behind Icy)
• James: (nervously; in Red’s (One of Ratigan’s Thugs) voice) Oh, oh, she didn’t mean it, sir!
• Meowth: (nervously; in Bill the Lizard’s voice) I-it was just a slip of the tongue.
• Jessie: (sheepishly chuckles) Yes, that’s right! Uh, right Darcy?
• Darcy: (nervously) Uh, yes! (Chuckles nervously) What they said!
• Maleficent: You dare to challenge us?!
• Iago: (nervously nods while whimpering) Please don’t hurt us.
• Fidget: (nervously) Or send us into oblivion either!
• Ratigan: SILENCE!!!
• Banzai: Oh, come on, we're gonna shut up right now!
• Shenzi: Calm down. We're really sorry.
• Baltor: Don't be frightened. I'm glad you spoke up. It's time to stop whining and start doing.
• Fidget: Oh good!
• Meowth: That’s the boss for ya. A real genius.
• James: (in Rito Revolto’s voice) So, what you gonna do now?
• Jafar: Simple, you fool! We’re going to get stronger by absorbing more powerful spells into the Agador Box!
• Scar: So we need you all to be prepared for our ambush plan.
• Banzai: Yeah, be prepared. We'll be prepared. For what?
• Scar: For the death of the Company of Light.
• Banzai: Why? Are they sick?
• Scar: No, fool. We're going to kill them, and Bloom too.
• Maleficent: The more spells we have, the more powerful we’ll be to beat those fools’ alliance! Not to mention finally getting my revenge on that old rival of mine, Griffin!
• Baltor: Exactly right, Maleficent! It's time to fill this box with so many powerful spells that no alliance, no matter how strong, will have a hope of stopping me. And the way to do that is to get into Alfea and take their high magic spells and scrolls. Once that treasure trove of magic is in my grasp my power will be so great it will be unrivaled in all the Magical Dimension!

Meeting the Specialists at a Club/The Villains Invade Downtown Magix/"Be Prepared"

(Somewhere in Downtown Magix, the girls walk along the street in new outfits with the rest of their allies by their side)

• Musa: Shopping was a great idea. And hitting the disco an even better one.
• Mickey Mouse: Boy, a dance at the disco sounds groovy.
• Donald Duck: You said it!
• Genie: (having turned himself into a hipster) You better believe it, dudes.
• SpongeBob SquarePants: And once we get there, we're gonna party till we're purple.
• Patrick Star: I love bein’ purple!
• Stella: Just wait until the guys see us in these outfits. They're gonna- what the?!
• Pumbaa: Huh?
• Winnie the Pooh: What is it, Stella?
• Dizzy: What's the emergency?
• Tecna: What's going on? What's the problem? Huh?
• Stella: I've never seen anything like this! Guys! (has run over to a shop window and is looking at a bag) That bag! It's on mega sale!
• The Winx and the Others: Stella!
• Stella: Huh? What? You think I should wait until they reduce it even more?
• Mr. Krabs: You got to be kidding me.
• Rabbit: How can you think of shopping at a time like this?
• Tigger: We already did some shopping, Stella. Sky and his pals will be meeting up with us any minute.
• Cera: Yeah, Stella, we got more important things to think about, like hanging out at that club up ahead.
• Stella: And your point is?
• Bloom: We're late already. We were supposed to meet up with the guys at the disco ten minutes ago.
• Zazu: Enough fooling around, everyone. We'd best get going.
• Bugs Bunny: Golly, has Stella always been obsessed with shopping and fashion?
• Brock: You have no idea, Bugs.
• (They keep walking)
• Flora: Don't worry, Layla. We won't leave you alone tonight, I promise.
• Misty: Yeah, we'll be by your side the whole time dancing.
• Goofy: And we'll get a chance to wind down for a little while until we'll b ready to take down Baltor and our enemies.
• Layla: Well, actually, I won't be alone.
• Littlefoot: What do you mean?
• Layla: Because I invited Ophir. We grew kinda close to each other when we were fighting together in the Golden Kingdom.
• Stella: Layla and Ophir? Ophir and Layla? Both sound good.
• Tigger: Hey, does that mean Ophir's your boyfriend now, Layla?
• Layla: Guys, don't get carried away. I don't even know if he really like-likes me.
• Bloom: Oh, he like-likes you. He like-liked you the minute he saw you.
• Musa: Huh, boys.
• Huey: Maybe he wants to surprise into asking you to be his girlfriend.
• Layla: I wouldn't jump to conclusions just yet, Huey. He's cute and all, but it might take a while before I know for sure.
• Ash Ketchum: Does that mean you might give romance a chance, Layla?
• Layla: You bet I am, Ash.
• Ash Ketchum: Alright, that sounds great.
• Pikachu: (happily) Pikachu!
• Sandy Cheeks: We sure are proud of ya, Layla.
• (They then arrive at the entrance to the club, where the specialists and Nabu are waiting for them)
• Brandon: Good evening, ladies. So, tell me, what are you girls talking about?
• Stella: Oh, nothing interesting.
• (Stella and Layla laugh, which makes Brandon and Riven look at each other)
• Riven: Oh, girls.
• Rafiki: Well, everyone, shall we enter?
• Huey, Dewey, and Louie: Yeah!
• Ziggy: Come on, lads, come on, let's have a little fun at the disco.
• Winnie the Pooh: Then here we go.

(They all walk inside, and Layla walks next to Nabu)

• Layla: I'm glad you could come, Ophir. I think it's gonna be a really fun night.
• Nabu: Yeah, I guess so.
• Layla: Hey, is everything alright?
• Nabu: Of course, Layla, it's all good.
• (Neither of them notice two guys in suits and glasses are following them; they reach the main club area and the couple start dancing with each other except for Layla and Nabu who are sitting at a table. Nabu noticed the guys in suits and glasses who have followed them but they don't notice him. Later, they are leaving)
• Brandon: So, what was that hopping thing you were doing on the dance floor, Riven?
• Riven: That's called dancing, dude. Ever heard of it?
• Misty: Of course Brandon has heard of dancing, Riven. You think he was born yesterday?
• (Nabu suddenly starts to look nervous and backs away from the group; the men in suits appears)
• Mickey Mouse: What's the matter, Ohpir?
• Petrie: You okay?
• Tigger: Yeah, you're looking a little pale.
• Nabu: Gotta go!
• Suit #1: Stop!
• (Nabu runs off)
• Suit #2: That's him! He's getting away!
• (They chase after him, confusing the others)
• Tigger: Huh. Was it something I said?
• Winnie the Pooh: I don't think so, Tigger.
• Dizzy: That was very alarming.
• Daffy Duck: Shocking.
• Donald Duck: Tell me about it.
• Nala: I wonder what that was all about?
• Ash Ketchum: I have no idea.
• Pikachu: Pi? Pika pika.
• Squidward Tentacles: Either Ophir has been framed for a crime he didn't commit, or maybe he did.
• Timon: Gee, you think?
• Rabbit: Something's definitely odd here. I can feel it.
• Bloom: Do you know what's going on, Layla? Did Ophir do something wrong?
• Layla: I don't know, but I'm sure gonna find out.

(Outside, lightning is striking the streets and people are running everywhere)

• Littlefoot: Huh? What's going on?
• Petrie: Me don't know!
• Piglet: Oh d-d-dear, I've got a very bad feeling about this!
• Layla: Where's all this lightning coming from?
• Timmy: You guys, the strike patterns don't look natural.
• Flora: Up there! Look! Baltor's sign!
• Simba: And where's Baltor?
• (Baltor's sign is glowing in the sky. More lightning strikes and everyone but the Winx Club, the specialists, and Pooh and the others run off)
• Riven: There he is!
• Winnie the Pooh: (gasps)
• Piglet: (gasps)
• Tigger: (gasps)
• Roo and Lumpy: (both gasp)
• Ash and his Friends: (all gasp)
• Genie: Ah!
• The Vultures: (frightened) Oh!
• Jiminy Cricket: Huh?
• Pumbaa: (screams)
• Timon: Woah!
• Zazu: Ah!
• Littlefoot and his Friends: (all gasp)
• SpongeBob and Patrick: (both scream)
• Squidward Tentacles: (screams)
• Sandy Cheeks: (gasps)
• Mr. Krabs: (gasps)
• Mickey Mouse: (horrified) Oh!
• Donald Duck: (quakes in fear)
• Goofy: (gasps)
• Scrooge McDuck: (gasps)
• Daffy Duck: (screams)
• Bugs Bunny: (screaming dramatically)
• Brer Rabbit: (gasps)
• Rabbit: It's Baltor!
• (Ratigan, Jafar, Maleficent, and Scar appear in Ratigan's blimp)
• Winnie the Pooh: And there's Ratigan, Jafar, Maleficent, and Scar!
• Eeyore: To make a long story short: uh oh.
• Ducky: No, no, no!
• Baltor: Citizens of Magix, we come in peace... more or less. I, Baltor, officially challenge each of your three school heads to a duel. If they accept, only then will your city be spared from total destruction.
• Tigger: What dirty trick are you villains scheming this time?
• Maleficent: Nothing much, Tigger. We're here to challenge Faragonda of Alfea, Saladin of Red Fountain, and especially Griffin of Cloud Tower to challenge Baltor in a duel.
• Mickey Mouse: What kind of duel?
• Jafar: Let's just say Baltor has some unfinished business with those three that has once been settled seventeen years ago on Bloom's birth planet.
• Ratigan: And only then, we will spare their schools from destruction.
• Timon: Woah, woah! Time out! Let me get this straight: Baltor wants to challenge Faragonda, Saladin, and Griffin to a duel to his extract his revenge for what happened years ago?
• Scar: Precisely.
• (Baltor, Scar, Maleficent, Jafar, and Ratigan land; Scar leaps out of the blimp and begins his song)
• Scar: (starts singing) I know that your powers of retention, are as wet as a warthog's backside. But thick as you are, pay attention! My words are a matter of pride.

It's clear from your vacant expressions, the lights are not all on upstairs. But we're talking kings and successions Even you can't be caught unawares!

So, prepare for the chance of a lifetime, be prepared for sensational news. A shining, new era is tiptoeing nearer

• Cera: (in Shenzi's voice) And where do we feature?
• Scar: Just listen to teacher

I know it sounds sordid, but you'll be rewarded. When at last, I am given my dues, and injustice deliciously squared! Be Prepared!

• (Shenzi, Banzai, and Ed also appear along with Pete, Plankton, Brer Fox, Brer Bear, Fidget, Iago, and Team Rocket)
• The Hyenas: King, king, king, king, king, king! It's great that we'll soon be connected with a king who'll be all time adored
• Scar: Of course, quid pro quo, you're expected, to take certain duties on board

The future is littered with prizes, and though I'm the main addressee, the point that I must emphasize is...YOU WON'T GET A SNIFF WITHOUT ME!!!

• Piglet: (screams)
• Scar: So prepare for the coup of the century, Be prepared for the murkiest scam (Hyena Clan: Oooh... la, la, la!)

Meticulous planning (Hyena Clan: We'll have food!) Tenacity spanning (Hyena Clan: Lots of food!) Decades of denial (Hyena Clan: We repeat!) Is simply why I'll (Hyena Clan: Endless meat!) be king undisputed, respected, saluted, and seen for the wonder I am!

Yes, my teeth and ambitions are bared! Be Prepared!

• All Villains (excluding Scar): Yes, our teeth and ambitions are bared!
• Scar and the Other Villains: Be prepared!
• (All the villains laugh maniacally; song ends)
• Baltor: Faragonda, Griffin, Saladin, here are my terms: if I win, you will surrender all the magic secrets that are kept in your school. Watch carefully.
• Musa: What do you think he's gonna do?
• Brer Rabbit: I don't know!
• Baltor: Witches of Cloud Tower, you have one minute to escape!

(Over at Cloud Tower, Baltor's mark appears in the sky above the school, scaring the witches. They start to run away; Griffin looks up at the mark)

• Griffin: Stop! Wait! Where are you all going? We must fight! If we stay together we stand a much better chance.
• (Then a familiar wicked laugh was heard and who would appear above Griffin was none other than Maleficent)
• Griffin: (grunts) Maleficent!
• Maleficent: Oh, how I’ve waited to do this for a long while, my old rival. Now’s it’s time my wicked friends and I to take away your pathetic school. Show her, Baltor!
• Baltor (voice): With pleasure!
• (Baltor’s mark appears above)
• Baltor: Now you see it, now you don't.
• (The Cloud Tower castle disappears)
• Maleficent: (laughs wickedly) I told you I get even with you! So long Griffin, ex-headmistress of Cloud Tower!
• Griffin: Why you despicable horn headed sorry excuse for a witch! (fires an electrical blast, but Maleficent wickedly cackles away as she vanishes from her sight; she grunts in frustration) Mark my words, Baltor, you will pay for this. And the same goes for you and your vile friends, Maleficent!
• Maleficent: Just watch me!
• (Baltor's mark appears over Alfea as well and the students can hear his voice)
• Baltor: Griffin, Faragonda, Saladin, I will be waiting for you at Roccaluce for the ultimate battle.
• (Saladin and the students of Red Fountain can also hear Baltor's voice)
• Baltor: Only you can save Magix. If you dare...
• (Griffin growls in anger at Baltor)

Faragonda, Griffin, and Saladin Fall for Baltor's Illusion Trick

(In the Alfea auditorium, Faragonda, Wizgiz, Palladium, Griselda, Zarathustra, and Ediltrude have gathered)

• Wizgiz: Miss Faragonda, as the oldest teacher on this council, I believe I speak for everybody when I say this challenge is far too dangerous.
• Palladium: For all we know, it could even be a trap.
• Wizgiz: Yes, and also if something were to go wrong, Alfea would be without your protection.
• Griselda: We've already experienced that once and we don't want to do it again.
• Wizgiz: And so we ask you to decline the challenge.
• Faragonda: Thank you for that, Wizgiz. And I understand that you are worried about me and the school, but my decision has been made. We cannot allow Baltor to cause anymore destruction.
• Griselda: But Miss Faragonda-
• Faragonda: Professor Saladin, Headmistress Griffin, and I have talked about it and decided we are going to face Baltor. We will once again become the Company of Light. If Baltor wants to fight round two, then we're ready to bring it to him.

(A few moments later, Bloom is waiting for Faragonda as she walks outside in the quad, looking upset)

• Bloom: Can I talk to you, Miss F?
• Faragonda: Not now, Bloom. I- I'm very tired.
• Bloom: I just need a few minutes.
• (They are later seen in Faragonda's office, as Bloom and Faragonda are sitting at the desk)
• Bloom: I hope you beat Baltor, and I don't want anything to happen to you.
• Faragonda: But?
• Bloom: But at the same time I hope that Baltor isn't destroyed.
• Faragonda: Oh?
• Bloom: The thing is, Baltor is the only one who knows what happened to my birth parents, Oritel and Miriam. If he's destroyed, any hope of finding them will disappear along with him.
• Faragonda: That is true.
• Bloom: Maybe you could capture him if you use the magic of the water stars.
• Faragonda: I think the water stars should stay here. In the event that we don't succeed and I don't return, they will be your last line of defense.

(Not long after talking with Faragonda, Bloom left and is met by Pooh and his friends)

• Piglet: What did Miss Faragonda say to you, Bloom?
• Bloom: She's going to join forces with Miss Griffin and Professor Saladin to confront Baltor in a duel.
• Winnie the Pooh: What is she loses the battle and she doesn't return?
• Bloom: The water stars will be our last line of defense to defeat him. At the same time, I think he might still have the answers as to what happened to my birth parents.
• Rabbit: Bloom, we admire your determination, but try not to get your hopes up. He might use that to his advantage.
• Tigger: Yeah, and who knows what kind of trick he, Jafar, Maleficent, Ratigan, and Scar are pulling right now.

(Later in Gloomywood Forest, Faragonda, Griffin, and Saladin arrive, waiting for Baltor to show up)

• Saladin: Where are you, Baltor?
• Baltor: Over here, old man. (walks out of the trees) And I've brought the Agador box along with me. Inside are powerful treasures from all over the Magical Dimension and if you can defeat me, you can return them to their rightful owners.
• Faragonda: And what if you end up defeating us?
• Baltor: Well then, you'll be gone and you won't have to worry about it. Now to begin, I will fight the weakest of the three of you.
• Saladin: Why the weakest?
• Baltor: Those are my terms. The weakest first, the strongest last.
• (Faragonda, Saladin, and Griffin are uneasy)
• Baltor: Let's begin! (uses his magic to summon a cloud of mist and disappears into it)
• Faragonda: I don't know exactly what kind of trick you're trying to pull with that, but it's not going to work.
• (Griffin transforms into Baltor)
• Baltor: I think I'll just let my magic speak for itself. (attacks Faragonda with his magic)
• (Through the mist Baltor also appears hurt as Griffin reappears)
• Griffin: And now we'll see how you like this.
• (A spinning bola wraps around Griffin's ankles and trips her over)
• Saladin: How's that for an old man, Baltor?
• (Now it is Baltor who has the bola around his ankles. But the real Baltor is revealed to be watching nearby as Faragonda, Saladin, and Griffin all attack one another)
• Baltor: Thanks to my illusion spell, you're all fighting each other and the more courageously and heroically you battle, the sooner you'll all be destroyed.
• Jafar: Very impressive, Baltor. That's what I love about you. You're so perfectly... predictable. A villain through and through.
• Ratigan: Oooh, I love it when you're nasty!
• Scar: So perfectly cruel.
• Maleficent: And so delightfully dastardly.
• Baltor: You're all too kind. Now come along, my friends. We must head to Alfea to obtain and even greater treasure. (laughs and walks away)

(In the streets of Downtown Magix, a little boy is walking with his mother)

• Little Boy: Mommy, what is that?
• (Baltor's mark has appeared in the sky)
• Mother: Gee, I don't know, honey.
• (It is replaced by a screen showing Faragonda, Griffin, and Saladin battling; other people stop to watch)
• Little Boy: Cool, a show in the sky.
• Man: Why are they fighting each other?

(Riven, Brandon, Sky, and Helia are also watching a screen from the Red Fountain rooftop, but this one shows Saladin battling a fake Baltor)

• Brandon: How can we just stand here and watch this sick show?
• Riven: All I wanna do right now is jump in there and help Saladin take that creep down.
• Sky: There's something strange about the way Baltor's fighting.

(Back in Gloomywood Forest, a fake Baltor lifts Saladin into the air and drops him to the ground, raining glass down on him. Saladin prepares to attack back, but Griffin, thinking Saladin is Baltor, attacks him first)

• Griffin: Gotcha!
• (They attack each other)

(Over on the rooftop at Alfea, the Winx Club and their allies are watching a screen showing Faragonda battling a fake Baltor)

• Stella: Come on, Miss Faragonda, you can do it!
• Musa: We believe in you, Miss F!
• Tigger: You got this, Faragonda!
• Sandy Cheeks: Yeah, send that rascally varmint back to oblivion!
• Petrie: Yeah! Fight! (falls down on Littlefoot after accidentally hurting himself) Ow! Fighting hurt.
• (Faragonda runs out of energy and is blasted backwards; the girls and their allies are worried as the protective barrier starts to falter)
• Fairy #1: Hey, what's happening?
• Fairy #2: The protective barrier.
• Fairy #3: It's disappearing.
• Bloom: Miss Faragonda, please don't give up.
• (Baltor flies towards Alfea while the four villains at his side follow him on Ratigan's blimp)
• Baltor: It's just as I thought it would be. As Faragonda gets weaker and weaker, so does the barrier. Jafar, Maleficent, let's use our magic to break through.
• Jafar: My thoughts exactly.
• Maleficent: Then let us proceed.
• (Baltor, Jafar, and Maleficent uses their magic to fly through the weakened barrier)
• (Back on the rooftop, Bloom seems to have sensed the villains' presence)
• Bloom: Woah.
• Layla: Bloom, are you okay?
• Ash Ketchum: What's wrong, Bloom?
• Mickey Mouse: Gosh, did something bad just happened?
• Bloom: It's like I just felt this really dark wave wash over me.
• Stella: A wave? As in a presence?
• Winnie the Pooh: You mean someone is here in the school?
• Piglet: But who could it be?
• Bloom: I know it's strange but I think Ratigan, Jafar, Maleficent, Scar, and Baltor are here.
• Tigger: (sputters) What?!
• Piglet: What?!
• Winnie the Pooh: What?!
• Rabbit: What?!
• Eeyore: Huh?!
• Ash Ketchum: What?!
• Jiminy Cricket: Huh?
• Simba: What?
• Timon: What?
• Zazu: What?!
• Littlefoot: What?
• Cera: WHAT?!
• SpongeBob SquarePants: Huh?
• Patrick Star: What?! That's insane!
• Sandy Cheeks: What?!
• Squidward Tentacles: What?!
• Mr. Krabs: What?!
• Mickey Mouse: Huh?
• Donald Duck: What?!
• Goofy: What?
• Daffy Duck: What?!
• Genie: Are you trying to tell us that those villains have sneaked in Alfea right now?
• Scrooge McDuck: Have you lost your mind, lass?
• Buzzie: That's impossible.
• Tecna: How could that be? Look! (points to the screen where Baltor is visible)
• Bloom: I don't know how. But I feel his presence through my Dragon Fire, I'm sure of it.
• (The Winx Club and their allies run through the quad)
• Brer Rabbit: But, Bloom, this just doesn't add up.
• Stella: He's right, Bloom, this doesn't make any sense.
• Bloom: I don't know how it's possible, Stel, but the villains is definitely here.
• Simba: Are you certain about that?
• Brock: How can you be so sure?
• Bloom: Listen, I know it sounds crazy, but you have to trust me on this. I think Baltor must have put some sort of spell on the teachers to distract them so he and our other enemies could sneak in and become more powerful.
• Winnie the Pooh: Bloom, if you know what's going on, I think we should trust you and see where the villains are now.
• Bugs Bunny: I second that. Let's go get those villains!
• Rabbit: Uh, hurry, hurry! There's not a moment to lose!
• Ash Ketchum: Let's go!
• Ziggy: Come on, lads!
• Jiminy Cricket: Wait for me!
• Littlefoot: Hurry!
• Timon: Come on, Pumbaa, let's ride!
• SpongeBob SquarePants: Step on it, Patrick!
• (Mickey and his pals begin running)
• Goofy: Woah!
• Scrooge McDuck: (to his grandnephews) Quickly, boys, follow me!

Confronting the Villains in the Alfea Library

(The Winx Club and their allies run inside the Alfea hallway)

• Bloom: Huh? (finds Baltor, Jafar, Maleficent, Scar, and Ratigan at the entrance to the library)
• Pluto: (sniffs) Hmm? (also finds the villains and begins barking)
• Mickey Mouse: Pluto, what is it, boy?
• Pluto: (points to the villains)
• Rabbit: Look! There they are!
• Jafar: (snickering evilly) This is it.
• Ratigan: Ah, the Alfea library’s vault.
• Scar: With all of the school’s most sacred and secret magical spells are all locked up in here.
• Maleficent: Once we get take these spells and put them all into the Agador Box, we’ll be unbeatable!
• Jafar: Then no one will be able to stop us! (laughs wickedly)
• Baltor: At last, the greatness I truly deserve will finally be mine.
• Bloom: Stop right there!
• Winnie the Pooh: Baltor!
• Ash Ketchum: And the villains too!
• Bugs Bunny: Looks like your hunch was correct, Bloom! Baltor, Ratigan, Jafar, Maleficent, and Scar are here!
• Maleficent: (gasps shocked) You!
• Ratigan: (grunts in frustration) Curses! Looks like we’ve been discovered!
• Baltor: Bloom, I see you've come to share this moment.
• Squidward Tentacles: She’s not the only one!
• (The rest of the Winx Club and the other heroes catch up; Pluto grows at the villains)
• Musa: The only moment we're gonna share with you is the one where we run you and your wicked pals out of here.
• Jafar: (wickedly snickers) Are you sure about that, my dear?
• Baltor: You've got no chance against us!
• (Baltor and Jafar conjures a ring of fire around the heroes with their magic)
• Ratigan: (snickering evilly) That should keep 'em busy.
• Jafar: Now let's get those spells!
• (Cuts to the group of heroes in the ring of fire)
• Littlefoot: Look out!
• Piglet: Oh n-n-n-no!
• Tigger: Ah! Careful, guys! Don’t get too close to the fire!
• SpongeBob SquarePants: (grunts) This heat's so intense!
• Brock: I can't see anything through the smoke!
• Mickey Mouse: (coughs while covering his eyes) Where are they going?!
• Layla: I think they’re going in.
• (Baltor and the villains enters the library)
• Lumpy: We gotta stop them!
• Genie: Don’t worry, fellas, I’m on this! (conjures a bucket of water and throws the water onto the fire, extinguishing it)
• Zazu: Good heavens!
• Donald Duck: Phew! That was close.
• Eeyore: Thought that fire would get us for sure.
• Simba: (in Aladdin’s voice) Thanks, Genie.
• Genie: (emerges from the leftover steam, wearing a towel) No sweat, Simba. Well, maybe a little.
• Bloom: Let's go Enchantix!
• (The Winx Club transform into their Enchantix forms)
• Ash Ketchum: Now to deal with Baltor and our enemies!
• Cera: Grrrr! Let's go get them!
• Tigger: After those villains!
• (The Winx Club fly to the library where the villains are headed with Pooh, Ash, Simba, Littlefoot, SpongeBob, Mickey, Bugs, and the others following them)
• (Baltor, Jafar, Maleficent, Scar, and Ratigan are going through the books and are surprised to see the Winx Club)
• Scar: What?!
• Maleficent: Impossible!
• Jafar: (enraged) Bloom, still alive?! NO! (throws a fireball at Bloom)
• (Bloom grunts)
• Stella: You're so gonna regret that, Jafar!
• Ratigan: You fool! Isn't it clear to you? The superior minds have triumphed!
• Tecna: Not yet you haven't! No ones allowed in here without a library pass. (uses her magic to make the books fall off the shelves and onto Baltor and the other villains, but Baltor throws them off)
• Layla: Morphix Shield! (uses her magic to shield them from the books)
• Flora: Ivy Vine Wrap! (uses her magic to wrap the villains in vines)
• Maleficent: How dare you!
• Musa: Oh, we're just getting warmed up, Maleficent! (attacks the villains with her magic)
• Stella: Solarian Sun Beam! (attacks the villains with her magic)
• (The villains seem unharmed and throws off the vines, surprising the girls and their allies; Jafar and Maleficent try to zap the heroes with their magic, but Mickey and Genie manage to block their magic with a force field)
• Genie: You and your wife have got to do better than that, Jafar!
• Jafar: That we can do! (he and Maleficent enforce their magic against Genie and Mickey's force field, knocking them down)
• Sandy Cheeks: Take cover!
• Brer Rabbit: Genie!
• Donald Duck: Mickey!
• Goofy: You okay, pals?
• Mickey Mouse: (grunts) Boy, they've gotten tougher.
• Genie: I'll say they have.
• Winnie the Pooh: Nothing's working, you guys!
• Pumbaa: What do we do? What do we do?
• Ash Ketchum: Misty, let's use our Pokemon against them! Go Squirtle!
• (Squirtle comes out of his Poke ball)
• Squirtle: Squirtle!
• Misty: I'm with you, Ash! Staryu, I choose you!
• (Staryu also comes out)
• Misty: Okay, Staryu, use your water attack on these villains!
• (Staryu sprays water at the villains)
• Ash Ketchum: Okay, Squirtle, now it's your turn!
• (Squirtle also sprays water at the villains)
• Ratigan: Why you little brats!
• Baltor: I'll get them! (attacks them with his magic, throwing them backwards)
• Bloom: Dragon Fury!
• Jafar: What?!
• Scar: No!
• (Bloom attacks Baltor and the villains with her magic; Bloom conjures the box containing the water stars)
• (Ratigan stares in shock)
• Maleficent: The water stars!
• Jiminy Cricket: Bloom, wait!
• Rabbit: What are you doing?
• Bloom: I know it's risky, you guys, but I'm gonna try to activate the water stars.
• Stella: Wait! Don't do it, Bloom. You don't know how they could affect you.
• Scrooge McDuck: The girl is right, Bloom. They might destroy you.
• Baltor: What they do to me, they'll do to you.
• Flora: We can do this without the water stars.
• Bloom: Flora, you know we can't, they're our only hope.
• Winnie the Pooh: But Bloom, we can't lose you.
• Bloom: Trust me, Pooh, this is our only shot. (touches one of the water stars and fire surrounds it) Dragon Essence!
• (A bright light emerges from the water stars, blinding everyone)
• Maleficent: No, (gasps) No!
• Baltor: No!
• (The light disappears and Bloom collapses)
• Flora: Bloom! Are you okay?
• Timon: Speak to us, Bloom!
• Bloom: I'm fine, but what about Ratigan, Jafar, Maleficent, Scar, and Baltor?
• Flaps: They're over there.
• (The villains are lying on the ground, Bloom stands over them)
• Scar: Bloom, Bloom, please. Please have mercy, I beg of you.
• Bloom: Baltor, it's over for you, Ratigan, Jafar, Maleficent, and Scar.
• Baltor: If you destroy me, Bloom, you'll also destroy your parents.
• Bloom: What? What are you talking about?
• Baltor: They are inside of me.
• Jafar: That's right, Bloom. And as were sure you're aware, when Baltor fought the final battle against your birth parents, Oritel and Miriam, they defeated him.
• Bloom: Yeah?
• Baltor: But what you don't know is that just before they sent me away, I cast an absorption spell and imprisoned them in my body. And so, Bloom, if you destroy me, they will be gone forever too. (collapses on the floor as Bloom starts to cry)
• Maleficent: And so you see, Bloom, there is no other choice for you. (cackles)
• Bloom: Oh no, that's-
• (The villains disappear)
• Rabbit: Where did the villains go?
• Layla: They just escaped.
• Ash Ketchum: They've escaped?
• SpongeBob SquarePants: Ah, tartarsauce! Not again!
• Winnie the Pooh: Oh bother.
• Ducky: I do not feel good about this. Oh, no, I do not.
• Huey, Dewey, and Louie: We're doomed!
• Piglet: Whatever shall we do, guys?
• Simba: Never mind about them now, we have to make sure Faragonda, Griffin, and Saladin don't get themselves killed.

(In Gloomywood Forest, Faragonda, Griffin, and Saladin are still battling when the illusions of Baltor finally stop)

• Saladin: Oh.
• Faragonda: An illusion spell.
• Griffin: We haven't been fighting Baltor at all.
• Saladin: No, we've been fighting against each other.

(Not long afterwards, the Winx Club, their allies, Faragonda, and Griffin are gathered in the office)

• Faragonda: You did very well, my friends.
• Griffin: Cloud Tower is lost but you managed to save the rest of Magix.
• Winnie the Pooh: It was our pleasure.
• Kanga: We may not have been able to defeat Baltor, Ratigan, Jafar, Maleficent, and Scar, but we did still saved you all.
• Mr. Krabs: But I believe we have Bloom to thank here. She was the one who figured out the villains' presence in the school.
• Brer Rabbit: Yep, and if it hadn't been for her, we wouldn't have been able to stop his illusion spell from getting you all killed.
• Faragonda: And if you all had not been able to break Baltor's spell, who knows what would have become of the three of us in that battle.
• Griffin: We can't know for sure, but probably I would have defeated you and Saladin.
• Faragonda: Oh.
• Stella: Looked like Miss F was gonna win to me.
• Faragonda: Not that any of that matters, but what does it that you girls came through and for that you deserve a reward.
• Mickey Mouse: Miss F is right, everyone. I think we deserve a break.
• Cera: Baltor and our enemies may have won the battle, but they are about to lose the war.
• Tigger: Yeah, we'll get those villains next time.
• Ash Ketchum: Yeah, but I agree with Mickey. We do deserve a break. In fact, let's head back downtown and finish up our dance at the club.
• Pikachu: (affirmitive) Pikachu.
• Bloom: I concuer with Ash. What do you say, everybody?
• (The other girls and Pooh and the others cheer)

Nabu Tells Layla the Truth/Layla and Nabu Reconcile With Their Parents

(The Winx Club, the specialists, and Pooh and the others are back at the club in Downtown Magix)

• Musa: Another night out at the disco, awesome.
• Stella: Excellent choice, you two.
• Ash Ketchum: Ah, it was nothing.
• Bloom: Since our last disco night didn't end so well I figured we deserved another chance.
• SpongeBob SquarePants: Well, everyone, shall we cut a rug on the dance floor?
• Patrick Star: (confused) "Cut a rug"? But I don't have any scissors with me.
• Jiminy Cricket: (chuckles) It's just an expression, Patrick. "Cutting a rug" is a term for dancing.
• Patrick Star: Oh, I knew that.
• Nabu: Layla?
• Layla: Huh?
• (Nabu has arrived)
• Nabu: You know I'd like to have another chance too. Do you think we could talk privately?
• (Layla and Nabu) sit at their own table)
• Layla: This doesn't feel very private.
• Nabu: I know it doesn't, but these guys won't let me out of their sight even for a second.
• (The guys in suits and glasses are back)
• Layla: Well then, why don't you just go ahead and tell me what's going on with you?
• Nabu: Alright, these guards didn't come here to arrest me, they came to take me home. About a month or so ago, I ran away. And my parents sent them here to find me. Layla, I come from Tides, and my real name is Nabu.
• Layla: I know you come from Tides, but wait a minute, your name is Nabu?!
• Nabu: Yeah, I'm the one you're supposed to marry. Or at least that's what our parents arranged, before I ran away.
• Layla: But why come to Alfea?
• Nabu: I don't like to disobey my parents, but this time I knew they were wrong. So I came here to see first hand just how exactly horrible this Layla was that they had picked out for me.
• Layla: And was she as horrible as you expected?
• Nabu: (takes Layla's hands) Worse... I fell for her big time. Layla, I'm sorry that I lied to you. Please, believe me, I didn't mean to deceive you.
• (Layla touches his face)

(The next day at the Alfea quad, Layla and Nabu stand together as both their parents arrive)

• Layla: Dad? Mom?
• Teredor: Layla.
• Layla: Look, Daddy, I don't wanna get into a fight.
• Niobe: Honey, we came to tell you that we were wrong to try to force you into an arranged marriage.
• Nabu's Mother: We feel the same way, Nabu. We understand now that you can't make two people love each other.
• Teredor: So who you pick Layla will be your choice. But if it turns out to be this young man, I can't say I'd be disappointed.
• (Nabu laughs and Layla hugs her parents; the rest of the Winx Club and their allies arrive)
• Tigger: Well, what do ya know?
• Brer Rabbit: Now how about that?
• Littlefoot: Looks like Layla finally patched things up with her parents.
• Ducky: Yep, yep, yep.
• Goofy: And Ophir, uh, I mean “Nabu” has done so to with his parents.
• Sandy Cheeks: Wouldn't you know it?
• Nala: Now that’s what I call a happy familial reconciliation.
• Rafiki: Indeed it is, my friends. They finally understand what it means to find true love.
• Simba: You got it!
• Genie: It's all so magical. I'm not gonna cry. I'm not... (starts sobbing)
• (Layla and Nabu approached their friends)
• Winnie the Pooh: I guess you two can finally put your worries at ease now that you’re together.
• Nabu: (chuckles) You can say that again.
• Layla: Agreed.
• Ash Ketchum: I gotta say I never expected that you two would fall for one another when your parents tried to force an arranged marriage for you both.
• Layla: (chuckles) Yeah, never thought so too. But like you said before, Ash. The future is full of surprises. And you were also right about proving to my parents that people like us can’t fall in love via enforcing a tradition, ‘cause it is my choice.
• Pumbaa: That's so romantic!
• Piglet: Yeah, isn't it?
• Stella: Ophir and Layla? Sounded good... but Nabu and Layla? That sounds royal.