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In order to solve the mystery of the
Digmalls, the Winx and Roxy travel back

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in time using the Stones of Memories.

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To their great surprise, Althea in the
past is a place where fairies and

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animals live together, but not in
harmony.

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During their mission, the Winx meet
Faragonda and decide to help her find

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her Digmall.

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Butterflix!

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It wasn't that bad. It was a disaster.

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But thank you anyway.

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I'm sorry I haven't introduced myself
yet.

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I'm Faragonda.

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Oh, we all know who you are. I was
actually impressed by your

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skills. It's rare for a digmal to bond
with a fairy.

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But my digmal ran away.

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Faragonda? We'll help you find him.

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Wow. Really?

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The metamorphosis symbiosis test is
about to start. You better hurry.

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Oh, no.

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I need to brush up on this quick.

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Can you shut the door, please?

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The examination is about to begin.

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Whiskers, he looks exactly the same.

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The

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key

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to metamorphosis symbiosis is focus.

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Observe as I channel the majestic
one-horned eagle.

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I'm as slow as a snail.

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Paragonda, I once heard you say you
would like to become the Alfea

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headmistress one day.

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If that is still what you want, you need
to be quick.

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Zap, like lightning.

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Quick to get to class. Quick to learn.

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Zap. I'm sorry.

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And where is your fairy animal?

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Her big mole escaped.

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And she made my scarlet run away, too.

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You have got to get your act together,
young lady. Be more like Kalsara.

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Show them, my dear.

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Familiar. Now that is a first-rate
example of metamorphosis.

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You score a perfect A-plus on the exam.

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You may be excused, Kalshara.

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Thank you so much, Professor.

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And you too, young lady. Leave my
classroom and don't come back until

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you've recovered your dig ball.

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What? You heard me.

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I let everybody down again.

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Had Mistress Mavilla would know what to
do because of her book.

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That is a brilliant idea.

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What is a brilliant idea?

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Why, borrowing Mavilla's book, of
course.

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That book contains the secrets of every
kind of fairy animal.

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Dead moles, too.

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It could help you win back everybody's
respect.

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Welcome, and please come in.

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I'm not in the office right now, but if
you leave a message with my pellet fly,

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I'll get back... to you.

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Wait for the beak.

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It's, uh, nothing important.

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I'll come back later.

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The symbiosis test is...

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If that loser

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doesn't kick it out, the ultimate power
will soon be ours.

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Well done!

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Well, what can I say?

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I am the greatest.

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Kalshara? Kalshara!

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Faragonda, my dear friend.

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I actually got it. Now I can find out
how to fix everything.

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I'm very impressed with you.

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It's called the Valley of Fruit.

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It looks like you'd be able to find more
than one dig ball there.

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I need to return the book to Mabilla's
office.

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No, you don't.

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But... I just mean, I'll return it for
you.

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You can trust me.

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Okay.

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Thanks.

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The first step toward gaining the
ultimate power is to find a natural

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source of wild magic.

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Guardians of

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nature, I entreat you all, grant me
entry to the fairy animal's hall.

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We need to find Faragonda as soon as
possible. We can't let Kalsara get her

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into trouble.

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There she is! Huh?

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I mean,

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uh, Faragonda?

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What's up?

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Fantastic news, girls.

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I figured out how to find my dick mole.
I just have to go to the Valley of

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Fruit. Great, but how exactly did you
figure it out?

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Uh...

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Wild.

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Now I know everything about them.

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Who could have guessed that those dirty
little vermin hold the key to the fairy

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animal's ultimate power?

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I'll be taking this.

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animals running away.

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What are they afraid of? Please tell me
this is not my fault.

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What did you do?

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Good question.

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My Pelefly recorded your voice during
your little visit to my office.

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Can you please tell me why it is that I
just found the Tome of Nature on the

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desk in your room?

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I'm sorry, Headmistress. I borrowed it
from your office without asking.

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But Kalshara promised she would put it
back.

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So you're saying this is all Kalshara's
fault?

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Huh?

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Up there!

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That bird!

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Hmm?

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That's the same bird Kalshara
transformed into in Whizgiz's class.

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Headmistress, it can't be a coincidence
that Kalshara is flying away after

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reading your book.

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Faragonda, you'll come with me and help
me restore order to the fairy animal

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world. We're her friends. We want to
come along and help.

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Very well.

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Where do you think we should go first?

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To the Valley of Fruit.

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We'll definitely find Digmo there.

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That's our monster!

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Don't you recognize your own sister,
Brifilius?

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But, Kalsara, it sounds like you, but
what happened?

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I'm a master shapeshifter now, thanks to
wild magic.

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You finally have a chance to wield the
ultimate power, and you back away?

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I don't want it anymore.

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Don't take you.

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Wrong answer, brother dear.

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Keldara!

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Now go and fetch me one of those dig
moles, dog.

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Go get it, boy.

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Good doggy.

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Try actually using your new powers.

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That voice.

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If it isn't Faragonda and the gaggle of
newbie losers.

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Kalshara, is that you?

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You're so changed.

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It's called wild magic.

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You should try it sometime.

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Huh?

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Peeps don't do what magic can do.

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But if we transform, the villa will know
we're not real students. We don't have a

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choice. These Digmulls are our mission.
We have to protect them from Kalshara.

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Magic Winx, Flumix!

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Bloom, Fairy of the Dragon Flame!

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Flora, Fairy of Nature!

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Come and spread your

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So why you jump the ground?

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I need at least one.

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Right. Giant, come here to your master.

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You want to attack your master? What's
wrong with you?

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Kalshara, why are you doing this?

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You were my best student.

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And you were a competent headmistress.
You taught me about the power of animal

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magic.

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In fact, why don't I show you just how
much I've learned?

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I've learned a good bit myself.

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Now, little kitty, time for you to go to
your cage.

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If each one of us hits one of the
giant's arms.

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But what if we hit one of the little
furry guys? We just have to be better

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than usual.

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has given you the Butterflex power.

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Because you have proven yourselves the
true defenders of the fairy animals.

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That is why we came here.

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I guess we don't have anything to hide
anymore.

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Letting them go?

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We were supposed to find out their
secrets.

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We'll do it when we get back.

168
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We'll find our answers somewhere at
Alfea.

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Well done, Faragonda.

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Today, you have acted not only with
wisdom, but with insight and compassion

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as well.

172
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You have all shown me how wrong I've
been.

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Fairy animals need to live free.

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I wanted the school to be their home.

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It has taken me too long to realize that
it was only a big cage to them.

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So I'm going to use the magic left in
the fairy animal hall to erase all our

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memories so that no one can remember
these unfortunate events.

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So you won't remember anything?

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Nothing. That way no one will be able to
misuse or abuse fairy animals again.

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Goodbye, girls.

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Thank you for all your help.

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Faragonda, we will see you later.

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And I do believe I have found the
perfect place for the park grand opening

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party. It's good to be the party queen.

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I wonder what she meant by that.

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Using the stones of memory...

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The Winx teleport into the prehistory of
magic to search for the animal with the

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first color of the universe.

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However, the wicked Brifilius, having
stolen Roxy's stone, can now go back in

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time as well, and he wants to preempt
the Winx in their mission.

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