The new school year begins at Alfea, but in a evil realm called the Under-Realm, in a place calles ShadowHuant, a group of pixies: Amore, Blinky, Chatta, Digit, Lockette, Piff, Tune and Zing, are trapped in the dungeon of ShawdowHuant located in a cell that is taking all of their powers. Their best friend, Layla, a fairy princess from the Realm of Tides, goes to the Under-Realm to try and save her best friends, while she must also fight for her life in the Palace of ShadowHuant. Layla is also losing most of her powers and that is making it harder to try and rescue her friends.