Stella and Brandon fall into an underground river at the bottom of the chasam which sucks them down the current into a whirlpool and onto the shores near an underground kingdom called Downland where they are found by a palace guard and a centry named Sponsus who takes the couple to Amentia the perfectionist and queen of Downland. Amentia sees Brandon and takes him for her husband! A devestated and weakened Stella must soon find the sun to renew her winx or her friends will become monster chow!