After their summer vacation, the Winx return to Alfea to begin their second year. They meet a new fairy, Layla, who asks for their help in rescuing her pixie friends who are being held hostage by Lord Darkar. He wants to find out where the Pixies' Village was in order to steal one of the four pieces of the Codex (pieces are located in Pixie Village, Redfountain, Cloudtower, and Alfea) which would open the portal to the Realm of Realix, where the Ultimate Power can be found.