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Move your eyes and open your heart.
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Believe in yourself.
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That's how it starts.
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Dreams will come true.
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Just wait and see. Cause the magic's in
you and the magic's in me.
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We are the wing. We are the wing. Come
join the club. We are the wing. We are
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the wing. We are the wing. Come join the
club. We are the wing.
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Magical flower.
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Digital power.
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The sun and the moon Magic shapes and
shifting
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know what dark journey awaits you,
Bloom, but I do know that to overcome
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darkness, one must get to know it first.
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So is that why fairies will be taking
classes at my school next week? You know
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I hate it when you appear out of the
shadows with no warning like that.
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Well, I didn't get any warning about
this little exchange program you
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arranged. You should have asked me.
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If I had come to you, you would have
said no, correct?
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Of course I would have, but now I have
no choice.
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You want us to take classes at Cloud
Tower this week?
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What is that about?
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Can you see me in some gothy witch
outfit?
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You must understand the dark arts if you
are to face Lord Darkar. But
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couldn't the witch professors come to
Alfea? It's so much more pleasant here.
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You must immerse yourself in darkness to
learn about it.
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I can go with you guys as sort of an
unofficial guide.
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You know, if you study at CT...
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You'll learn stuff about witches you
couldn't learn any other way. You know
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what a witch once wrote on my locker?
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Are you familiar with the story of the
gnoll and the trolls?
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Think of yourself as that gnoll, living
among his enemies and learning who he
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was by learning who he wasn't. Yeah, but
Miss F, in that story, the gnoll ends up
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getting eaten by the trolls?
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Well, look who's back.
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Myrta.
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This old dangerous winding walkway above
a chasm of spikes does not a warm
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welcome make. At least some decorative
handrails would be nice. So why did you
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come, Zing? Because I want to be a
witch!
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Fire burn and cauldron bubble!
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Real witches don't fly around on brooms,
Zing. You've been watching too many of
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Bloom's Earth DVDs.
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How come the other pixies didn't come?
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They were way too scared.
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I ain't afraid of no witch!
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Yeah, well, you're all... little...
What's the word?
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Insane? Hey, Stell, try to keep the
fashion comments to a minimum, okay?
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I'll try, but I can't let five-inch
spiked purple boots go unmarked. Witches
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do have some good qualities.
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Is ganging up on a person and
humiliating them a good quality?
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Did that happen to you, Musa?
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We're gonna mess you up. Get your hands
off me, you witch!
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There!
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Too late. No spell can help you now.
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It's like they say in every fairy tale.
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The end.
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Look, guys, it's all about pride with
witches. They're just always trying to
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prove something.
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Yeah? Well, they better not try to prove
anything with us. What do you call a
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fairy without her wings? Dragon food.
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Exactly right. And what do you call a
fairy with her wings?
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Dragon food.
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Cute.
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I am Professor Edeltrude, and this is
Professor Zerothstrom. We're here to
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escort you and to warn you. You'd better
be careful where you wander, little
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fairies. We're not scared of witches,
but thanks for the advice. We'll keep it
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in mind.
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Actually, I was talking about Cloud
Tower itself. It's a living creature
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with a heart of its own.
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This place is alive?
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And it doesn't take well to unwanted
guests.
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Now, let us show you to your dorm.
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A witch's magic comes from dark energy,
which can be
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conjured up from mayhem or misery, or by
tapping into one's own dark feelings.
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Man, this is so bunk!
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Okay, is it just me, or is everyone in
this room staring at us?
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They're just admiring our fashion and
flair. If you came across a hungry
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little kitten crying pitifully in an
alley, what would you do?
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Flora? Take it home and feed it and give
it a really cute name. Oh, Flora, that's
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so sweet of you. But no!
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That kitten's misery would give you
enough dark energy to cast at least
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three skin rot spells.
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Oh, right, skin rot spells.
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Wouldn't want to pass up on those.
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Why do you think we're really here?
We're going to conjure dark energy using
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our own feelings.
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Exchange students beware.
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Bad things happen to those who can't
control their dark energy.
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Go away, traitor!
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Remember, ladies, focus on the thing you
detest. Zero in on how much you despise
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it and use that disgust to create your
energy.
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Pretty good. Not dark enough.
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Yours is strong. What despicable image
are you using?
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Wicked.
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Clever. Now remember, everyone, the
secret to powerful witchcraft is to
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embrace darkness and suppress anything
light.
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I wasn't cut out for witchcraft.
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Well, then try thinking of something you
despise, Stella.
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The problem is I despise darkness and
embrace the light.
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Professor Griffin, I think something's
wrong with mine.
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Hmm.
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Interesting. Even senior witches don't
summon magic that dark.
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Well, I've had a bad week.
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Get a grip, Stormy. Do you want us to
get caught?
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I'm sorry, but being in this room is
bringing back potion class nightmares.
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Well, get over it, Weot.
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I'll get over it when we're out of here.
Now let's do what we came here to do.
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Wicked idea.
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But what about the fairies? We can find
the codex and still take out a few
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fairies while we're at it.
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Nice.
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Let's pull it off.
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Huh?
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Well, look who it is.
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No way am I working with a fairy.
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But what about the project?
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We're supposed to make a group
presentation on Gandrake Root. It says
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here that Gandrake Root grows in Thorn
Valley.
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You fairies would never survive Thorn
Valley.
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Come on, let's all just work together
and try to get this project done.
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Who made you the boss, Bloom? Somebody
needs to be the boss, and I don't see
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any of you stepping up. Hey, don't be
dissing us! Especially not on our turf.
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Compared to us, you're a bunch of
weaklings. Are you witches calling us
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weak? Who saved your butts last
semester?
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Wouldn't have had to if Bloom hadn't
given up the dragon fire.
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You know, they kind of have a point
there. The dragon fire was taken? Yeah,
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that's right! The dragon fire was taken,
witch! Well, that doesn't change the
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fact that you're a preppy...
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Huh?
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My girl is not a punk! Got it! You want
to step outside?
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Everyone needs to chill.
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00:08:33,580 --> 00:08:35,020
What are you guys doing?
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Working together on a project. Well, it
doesn't sound like it to me. These
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witches won't cooperate.
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It's an insult to the school that
they're even here.
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Think about your differences as positive
things. Think of all you can learn from
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each other.
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Myrta's right. Look, we need to learn
more about dark magic. So teach us what
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00:08:52,220 --> 00:08:55,320
you can and we'll, uh, take you on a
shopping spree courtesy of Stella.
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Yes! I think I'm gonna puke.
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00:09:02,660 --> 00:09:04,020
Fairies working with witches?
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Sickening! But it gives us more people
to witch up before the day is done.
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00:09:10,820 --> 00:09:14,840
Know what I was listening to the other
day?
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What?
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00:09:16,200 --> 00:09:18,400
That first Broken Bones CD.
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00:09:19,240 --> 00:09:23,400
Remember sneaking out to go to that
concert and screaming like idiots?
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Junior high rotten.
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Better than elementary school, that's
for sure.
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Oh, what are you talking about? You were
friends with the most popular girls back
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then. So they found out I was a witch.
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Oh, that's how we met, sitting alone in
the lunchroom.
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Remember the first lunch day here?
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You tried to eat with Darcy and she
turned you into a dragonfly. You kept me
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in a jar for three days.
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You know, it was a fairy spell that
finally changed you back.
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Oh, don't tell me you're here to convert
me. Don't worry.
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I mean, don't you remember, Murda,
witches for life? I'm still a witch,
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just different.
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I was so mad at you for going to Alfea
and ditching me. We were supposed to be
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friends forever.
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We still are.
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Yeah, but you deal in fairy magic now.
But I'm still me, Lucy. And I miss my
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best friends.
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Your combat boots untied, dork.
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How's it going, loser?
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We hear your big stuff on campus now.
Yeah, we saw the trophy case in the main
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hall. That most cold-hearted trophy of
yours, that was supposed to be mine.
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What do you want from me? I didn't do
anything.
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It's not what you did, reject.
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It's what you're going to do.
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Just like the old days. We tell you to
do something and you do it. No!
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You just shot my plate.
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Dormy, why don't you remind Lucy what
happens to little witches when they mess
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with us? No way.
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I'll do whatever you want.
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Anything, I swear it.
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00:11:24,980 --> 00:11:30,580
We're going to focus on turning your
personal demons into, well, demons with
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big horns that will do your evil bidding
for you. But fairies don't really have
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any demons.
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00:11:37,090 --> 00:11:42,510
Everyone has demons, my dear. Now close
your eyes and focus on your friends.
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Think of all the times your friends hurt
your feelings or betrayed you.
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00:11:47,330 --> 00:11:51,730
Think of when a friend tried to make you
feel dumb in front of others. Think of
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when they tried to steal your boyfriend.
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Stop, Professor. That's enough.
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Never interrupt the meditation.
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00:11:58,550 --> 00:12:02,170
She's trying to spell you into getting
into fights with each other. This isn't
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part of the course.
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00:12:03,530 --> 00:12:06,490
What? Really? That was a cat fight
spell, you guys.
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That's not cool.
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00:12:09,290 --> 00:12:10,290
True.
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00:12:11,310 --> 00:12:16,730
But I do believe the spell has already
worked on you.
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00:12:18,950 --> 00:12:22,010
I heard about Zarathustra's antics.
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00:12:22,520 --> 00:12:27,600
I expect every teacher to cooperate with
the fairies. We don't like their
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00:12:27,600 --> 00:12:31,560
presence here. Our accreditation is in
danger ever since last year, and
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00:12:31,560 --> 00:12:33,580
welcoming them here looks good to the
council.
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00:12:33,960 --> 00:12:37,900
If this has anything to do with the
Codex, you needn't... Quiet, I think we
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00:12:37,900 --> 00:12:38,900
have a visitor.
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00:12:39,000 --> 00:12:40,100
Doraxus Badasho.
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00:12:43,340 --> 00:12:44,340
You!
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00:12:44,820 --> 00:12:46,520
Were you eavesdropping?
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00:12:49,460 --> 00:12:50,460
I'll get her.
200
00:12:50,750 --> 00:12:51,569
Don't bother.
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00:12:51,570 --> 00:12:54,950
Lucy's not the spying kind. Someone else
must be behind this.
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00:12:57,430 --> 00:12:58,710
Icy, where are you?
203
00:13:07,170 --> 00:13:08,170
No!
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00:13:12,070 --> 00:13:13,250
Lucy, what's wrong?
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00:13:17,390 --> 00:13:19,650
Icy, Darcy, and Stormy. They're here.
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00:13:19,930 --> 00:13:20,889
What?
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00:13:20,890 --> 00:13:23,530
No. They made me spy for them.
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00:13:23,850 --> 00:13:27,770
They're after something called the
Codex. Who's after the Codex?
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00:13:28,250 --> 00:13:30,190
Icy, Darcy, and Stormy are here.
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00:13:30,670 --> 00:13:31,670
Let's get them.
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00:13:31,810 --> 00:13:33,970
Murtaugh, why don't you go warn
Professor Griffin?
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00:13:34,550 --> 00:13:36,850
Everyone else, let's bust up some
witches.
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00:13:39,230 --> 00:13:43,710
Let's bust up some witches? How exactly
are we supposed to do that when they
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00:13:43,710 --> 00:13:45,250
have that super-powered gloom?
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00:13:45,820 --> 00:13:49,840
Let's just find them first, but... Well,
actually, I find that those witches are
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00:13:49,840 --> 00:13:51,200
adept at not being found.
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00:13:51,460 --> 00:13:52,760
Well, do you have an idea?
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00:13:53,240 --> 00:13:55,960
Yes, I do. We can ambush them at their
destination.
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00:13:56,500 --> 00:13:58,280
Yeah, but they're after the codex.
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00:13:58,480 --> 00:13:59,880
And we don't know where that is.
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00:14:00,320 --> 00:14:03,380
I think I can figure it out, but I'll
just need a little time.
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00:14:04,200 --> 00:14:07,100
We don't have time for calculations,
Tecna.
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00:14:07,540 --> 00:14:11,560
Besides, we could end up leading them to
the codex. Check this plan out. We
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00:14:11,560 --> 00:14:14,460
pretend we know where the codex is and
then go there and set up a trap to...
225
00:14:14,650 --> 00:14:17,970
Oh, great thinking, Musa. Icy's not an
idiot, you know.
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00:14:18,190 --> 00:14:20,770
If you have a better plan, Stella, just
say it.
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00:14:21,290 --> 00:14:24,630
You know what? Forget this. I'll go find
him on my own.
228
00:14:25,610 --> 00:14:30,870
Looks like that cat fight spell did have
an effect on us. Whatever. I'm going to
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00:14:30,870 --> 00:14:32,130
where Lucy laughs all the witches.
230
00:14:32,350 --> 00:14:33,990
Hmm. Hmm? Hmm.
231
00:14:34,510 --> 00:14:36,490
No one even listened to my idea.
232
00:14:37,150 --> 00:14:38,150
Hmm.
233
00:14:38,370 --> 00:14:41,290
My plan is clearly the most logical one
of them all.
234
00:14:41,630 --> 00:14:42,630
Hmm.
235
00:14:46,320 --> 00:14:47,320
Hmm. Hmm.
236
00:14:51,280 --> 00:14:52,280
Hmm.
237
00:14:52,640 --> 00:14:55,300
There's some kind of dark life force in
the tower.
238
00:14:57,620 --> 00:15:00,200
Aha! It's like Edeltrude said.
239
00:15:00,500 --> 00:15:02,860
Cloud Tower has a heart of its own.
Literally.
240
00:15:03,340 --> 00:15:08,420
All the energy in this place flows to
and from one center. The codex must be
241
00:15:08,420 --> 00:15:09,520
there. Good job, nerd.
242
00:15:11,120 --> 00:15:14,800
You found the codex. So where is it,
mainframe?
243
00:15:15,370 --> 00:15:16,470
Like I tell you.
244
00:15:21,210 --> 00:15:22,210
Booyah.
245
00:15:22,710 --> 00:15:25,270
Check it out, ladies. She left us a map.
246
00:15:25,510 --> 00:15:27,150
Even nerds have their uses.
247
00:15:27,550 --> 00:15:29,430
The codex is ours.
248
00:15:30,010 --> 00:15:31,990
Oh, great. Look who it is.
249
00:15:33,830 --> 00:15:37,810
Nice. Even their student hangout lounge
is totally creepy.
250
00:15:40,670 --> 00:15:42,050
I can't get through.
251
00:15:42,980 --> 00:15:45,260
Griffin must have put a barrier around
that room.
252
00:15:45,560 --> 00:15:48,520
Well, there are other ways we can get to
the tower's heart.
253
00:15:48,720 --> 00:15:49,720
Like what?
254
00:15:49,760 --> 00:15:54,940
We send our power into its veins and
take control. It might take longer, but
255
00:15:54,940 --> 00:15:55,980
it's bound to work.
256
00:15:56,240 --> 00:15:58,480
Then let's go take over this tower,
ladies.
257
00:15:58,940 --> 00:15:59,940
With pleasure.
258
00:16:01,860 --> 00:16:03,020
Techna! Good goodness.
259
00:16:04,300 --> 00:16:06,020
What happened here, Zing?
260
00:16:06,340 --> 00:16:08,280
Icy knows where the codex is.
261
00:16:08,780 --> 00:16:10,040
Techna figured it out.
262
00:16:10,600 --> 00:16:12,480
It must be at that hard thing.
263
00:16:12,720 --> 00:16:14,420
We've got to break her out of that ice.
264
00:16:14,620 --> 00:16:19,200
Yeah, but Flora, Icy's on her way to the
Kodak. Right, but... Go find Stella.
265
00:16:19,320 --> 00:16:20,420
Have her melt the ice.
266
00:16:21,060 --> 00:16:22,640
I'm going to go stop Icy.
267
00:16:23,240 --> 00:16:24,240
Wait for me!
268
00:16:25,060 --> 00:16:27,380
No, you need to stay here and guard
Tetna.
269
00:16:28,280 --> 00:16:29,760
What are you talking about?
270
00:16:30,240 --> 00:16:31,640
We never jumped you.
271
00:16:32,000 --> 00:16:33,820
Like I'd forget your ugly face.
272
00:16:34,140 --> 00:16:35,400
You just don't get me, Lisa.
273
00:16:35,930 --> 00:16:37,350
Does anybody else hear that noise?
274
00:16:37,650 --> 00:16:41,450
What's going on? Something bad. Look
what this school has come to.
275
00:16:43,110 --> 00:16:45,830
Disgusting. Fairies hanging out in the
witch lounge.
276
00:16:46,130 --> 00:16:48,970
Ready, Layla? Let's get them. Yeah,
let's do it.
277
00:17:05,770 --> 00:17:08,569
know why everyone has to do it. There
you are. What's wrong?
278
00:17:10,670 --> 00:17:12,089
Stupid sophomores.
279
00:17:13,550 --> 00:17:17,589
One down. You're gonna pay for that.
280
00:17:22,970 --> 00:17:27,510
Our power should have reached the heart
by now.
281
00:17:28,069 --> 00:17:30,510
So, then let's take control of the
tower.
282
00:17:31,310 --> 00:17:32,350
Take statues.
283
00:17:32,570 --> 00:17:37,590
Fight for us. Sweet, it's working. That
means the tower is ours. Look out.
284
00:17:39,750 --> 00:17:41,910
We're always rules at school.
285
00:18:08,200 --> 00:18:09,680
witches destroy the statues.
286
00:18:49,770 --> 00:18:52,210
Did your little friend ditch you? Keep
her busy.
287
00:18:54,650 --> 00:18:55,770
Peek-a-boo, Bloom.
288
00:18:57,230 --> 00:18:58,230
Optical darkness.
289
00:18:58,850 --> 00:18:59,850
My eyes.
290
00:19:02,530 --> 00:19:04,790
This is going to be so much fun.
291
00:19:05,270 --> 00:19:06,270
Yup.
292
00:19:06,530 --> 00:19:07,530
Let's enter.
293
00:19:08,070 --> 00:19:10,690
I'll never let you get the codex.
294
00:19:11,210 --> 00:19:15,570
All right. Ready, ladies? On the count
of three.
295
00:19:26,060 --> 00:19:27,980
We're just about to finish her off for
good.
296
00:19:28,500 --> 00:19:29,540
Let's take them out.
297
00:19:30,040 --> 00:19:32,860
Don't bother. The Heart of Cloud Tower
is opening.
298
00:19:33,160 --> 00:19:34,160
Now!
299
00:19:56,620 --> 00:20:01,280
You've got to be kidding me. It's an
all-new Ninja Turtles, coming up next.
300
00:20:01,680 --> 00:20:06,760
Sonic and friends travel into the
intergalactic cloister and into another
301
00:20:06,760 --> 00:20:07,760
dimension.
302
00:20:07,810 --> 00:20:12,360
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