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Azura: Just through the rainbow from the world we know lies Fairytopia. This land of peace and harmony is ruled by the gracious Enchantress and her Guardian fairies. Yet when the Enchantress' evil sister, Laverna, poisoned Fairytopia with a sickness that took away the fairies' power to fly, she was able to kidnap all seven Guardians. Even the Enchantress fell under her sister's spell. All would have been lost were it not for the efforts of Elina, a wingless fairy who was unaffected by the sickness. Thanks to Elina's bravery... ...Laverna was banished to the Bogs of the Hinterlands, and Elina was rewarded with the greatest gifts imaginable. A necklace from the Enchantress herself and her very own wings.

I'm flying!

Azura: Elina loved her new wings, but later, when her friend Nalu the Merprince was kidnapped by Max, Laverna's top Fungus, Elina faced a difficult choice. To get to the Mirror of the Mist and save Nalu, you'll need to give up your wings, and trade them for a tail.

Give up my wings?

AZURA: Yet, to save her friend...

I wish to trade my wings for a tail.

Azura:...she did exactly that. Elina and the mermaid Nori rescued Nalu, and discovered a true-self berry that helped Elina regain her wings. The berry had quite a different effect on Laverna.

No! I'll get you, Elina! I'll get you if it's the last thing I do!

Azura: Elina went home to the Magic Meadow, happy to return to a simple, fairy life. Or so she thought.


Is that her?

Is that Elina?

It is Elina!

She's the one.

Come on lets go!

What is it, Bibble?



Over here!

Hi, Elina!

Is it true you gave up your wings to save Fairytopia?

I guess.

I didn't really think of it that way at the time.

I hear Laverna's more afraid of you than of the Enchantress.

Of me? But...

I heard you fought off thirty Fungi at once, all by yourself!

What? No, no, I...

Elina, my mommy says if I eat all my broccolina, I can grow up to be just like you.

She said that?

You're my hero.

Will you tell us about the times you saved Fairytopia?

Ooh, tell us!

Yes, tell us!

YOUNG FAIRY: Tell us the story, please!

I hate to interrupt, but do you have a moment for an old friend?


I'm sorry, but I'm afraid I'm going to have to steal Elina away for now.

Oh, no fair.

I never get to see Elina.

I wanted to hear the story.

Do you think Peony would be so kind as to host us for tea?

There's something we need to discuss.

It's Laverna, isn't it?

Don't worry.

Where Laverna is now, she can't even hurt a fly.



Never cut me off like that, Fungus! Never!

(STAMMERING) I'm sorry, your Amphibiousness, but they could hear you and...

"Can't even hurt a fly"?

Is that some kind of joke?


What are you looking at?

And what are you doing standing there?

Your job is to follow Azura.

Now, follow Azura!

Yes, Your Wartiness.


And try to blend in!

I don't want anyone to know you're there.

AZURA: So this is Peony.

She's absolutely lovely.

She says thank you.

Don't you want to offer our guest one first?

Thank you, Bibble, but it's all yours.




You have a loose tooth!

Well, it looks like someone will be getting a visit from my friend the Tooth Fairy.

(CHUCKLES) You can't catch the Tooth Fairy.

She never lets anyone see her.

Almost never.

The perfect size to hold your tooth, and soft enough that you won't feel it under your pillow.

So, you said there's something we need to discuss.


Each Guardian has been asked by the Enchantress to choose an apprentice, and I'd like you to be mine.

Your apprentice?

And learn the Flight of Spring.


Would you be interested?

Azura, I'd be honored!


You'll need to be at the Crystal Palace in two days.

Thank you, Azura.

You're most welcome.

Peony, it was wonderful meeting you.

Bibble, we get to go to the Palace and learn the Flight of Spring!


I have to tell Dandelion.

Come on!

Oh, Your Wickedness,

I have news.

MAX: And she has to be there in two days.

That is interesting.

I'm changing your assignment.

From now on I want you to follow Elina, not Azura.

The Enchantress and Elina.

Two fairies with one stone.

It's a long way to the Crystal Palace.

We'll be fine.

You don't have to do everything by yourself, you know.

Even if you do have a very brave puffball.


Thanks, Dandie.

Wish me luck.

Good luck.


Bibble, look!

Bibble, what if I can't do this?

What if I'm not good enough to fit in?

LINDEN: It's okay.

Everything's gonna be okay.

I promise.



LINDEN: It's okay, little one.




I'm so sorry.

We shouldn't even be here.

No, it's okay.

Are you Elina,

Azura's apprentice?


Are you an apprentice too?

My name's Linden.



Have you ever met a tumby?



She likes you.

How do you know that?

I'm an Oread. We're known for being good with languages.

What are the other apprentices like?

Are they nice?

They seem nice enough.

It's hard to tell.

I should probably get to the dorms.

I guess I have to meet everyone at some point, right?

I can go with you, if you want.

No, thank you.

I want to do it myself.

I'll see you later, then?

You will.

It was wonderful meeting you, little friend.

Let's go.

Come on, Bibble.

I wonder which one's ours.

What do you think, Bibble?



Bibble, you can't just fly in here.

We don't know if it's ours.

Sorry. Hi.

I'm Elina, and this is Bibble.


And you are?

Not interested in having uninvited guests.


Shimmer, I see something!

What? Tell me!


I can see it.

You've made a horrible mistake.

I have?

I see terror, tragedy.



Hi! I'm Lumina.

Nice to meet you.


Should I have any idea what you were just talking about?

Probably not.

I'm a Moon Fairy.

We can read the future.

So the doom and terror?

Oh, it'll happen.

Can't say when.

Sorry about that.

It's you who should be sorry!

I came in here to have my future read, not listen to yours!

That's it! Get out of here!

Okay, but I just want to ask you...

Perhaps we should try another room.

FABEN: Well, look at you.

Could there be anything as beautiful as you?


Well, look at that! There is.


ELINA: Excuse me?


Well, hello.

I'm Faben, but you can call me Number One.

Hi. I was hoping you could help me. I was...

Looking for an autograph, right?

A picture of Fairytopia's lead apprentice.

I understand.

I shall make it out to whom?

Actually, I'm just looking for my room.

Right, then, "To Juslookeefomeeroo, from your shining star, Faben."


Wait, I...

Maybe we should just try someone else.

Ah, yes, there you are, you little minx.

Excuse me?

Oh, you must be Elina.

Yes! Yes, I am.

Bummer. I was hoping you wouldn't show.

You what?

I think we should get something clear right away.

I don't care about your whole "I saved Fairytopia and everyone should bow down and be grateful to me" thing.

What? I never said that.

Said it, thought it, had someone else say it for you, whatever.

Point is,

I don't buy it.

I don't buy it either!

I never said it!

Wow, listen to that.

Here I am, just sitting in my room, and you barge in and start yelling at me.

(YELLING) I'm not yelling...

Okay, I'm sorry.

I don't know how this happened, but maybe we should

just start over...

Talk to the sparkle.

I think maybe you should leave now.



SUNBURST: I heard that.


That too.


Heard it.

GLEE: Don't let her bother you.

I don't think she's a very nice fairy.

I think you're right.

I'm Elina.

Hi, I'm Glee.


Is that your puffball?

ELINA: Yeah, this is Bibble. He...

Come on!



Wake up, Dizzle.

I've brought you a friend.


Dizzle, this is Bibble.

Bibble, Dizzle.

I think he likes her.

I think she likes him too.

I think you're right.

Your room is beautiful.


All the Guardians decorated rooms for their apprentices.

How do you like yours?

I haven't seen it yet.

Well, come on,

I'll show you.

Really? Thanks!

Bibble, come on, we're going to our room.

Dizzle's invited, too.


Whoa. It's perfect.

It looks just like home!


Well, that's lights out.

See you in the morning.

First day of classes.

I know. I'm a little nervous.

I'm a little nervous too.

Come on, Dizzle.

SUNBURST: Go to bed!

Quite honestly, I found

the whole day rather dull.

She met a boy who speaks a little animal, swapped chit-chat with a bunch of nattering fairies, then went to bed.

Sum total of usefulness?


Fungus, get to the Rustic Forest.

I'm sending a Firebird to bring you back here to the Bogs.

But the Bogs,

Your Fiendishness...

They're just so very boggy.

Are you refusing an order,


No! No, no, of course not.

Back to the Bogs. Right away.


Ah, Sister.

How appropriate you've made your palace a school.

For soon all of Fairytopia will learn a lesson they'll never forget.


Welcome, apprentices and honored puffball guests.

You have been invited to the Crystal Palace to learn from the Guardians how to perform the Flight of Spring.

We perform this annual ritual to release a magical rainbow, giving Fairytopia another year of vitality.

First, we use magic to extract light from water, creating the chamber where the ceremony takes place.

Then we perform Flance, the combination of flight and dance, which draws the Blush from the inner fountain.

Finally, through luminescence, we channel our light energy into the Blush, releasing the first rainbow of spring.

If something goes wrong, the Blush will wither, and our land is doomed to ten years of bitter winter.

You have been chosen to learn this ritual, so one day you will be able to follow in our footsteps and perform this vital ceremony.

Here are your class schedules.

Good luck.

I have Magic Class first. You?



We're laughing at Elina being an apprentice, right?

No? Oh, sorry.

My mistake.

Is it wrong to wish that she would just go away?

Careful what you wish for.


Did I just say something?

These things just come out of me sometimes.

See you guys in class.

TOURMALINE: Welcome to Magic Class.

Each of you has an inner strength that allows you to use magic.

You must focus this energy to visualize the separation of light from water.

Sunburst, please demonstrate.

TOURMALINE: Impressive!

That's what I'm talking about.

Very good, Sunburst.


Impressive, very impressive.

Elina, what can you do?

Focus, Elina.



I don't know how.

I just did it.

Very funny, Elina.

Cut it out.

What do you mean?

I'm a Sparkle Fairy.

When Sparkle Fairies touch water we lose all our powers.

Like you didn't know that.

Now cut it out.

I can't. I don't know how.


You have control issues, and that's a problem, but your technique...

I have to tell you, it's pretty impressive.

Sunburst, looks like you have some competition for best in class.

Welcome to your first lesson in Flance.

Please allow me to demonstrate.

Elina, how about you?

Please land on the colored gems as they appear in the sky.


TOPAZ: Elina, that was incredible.


(SCOFFS) Show off.

LAVERNA: Faster, Fungus, faster.

I need relief from this infernal heat.

I'm cold-blooded.

I thought she was cold-hearted.

No, no. She's hard-hearted.

Not hardheaded?


Ah, those dulcet tones.

How terribly I missed them.


Finally I can leave these dreaded Bogs and put my plan into action.

I'm sorry, did you say you were leaving the Bogs?

If you leave without a royal pardon from the Enchantress, you'll become a real toad.

I appreciate the concern.

Yes, I'll be a real toad when I leave, but only until a fairy spell releases me.

And as a reward for your diligence,

I have a very special assignment for you.


Welcome to Luminescence.

Now, each of you has a powerful energy inside of you, one that can be thrown into the world as a brilliant magical light.

For example, if you want to coax open the First Blush of Spring, you will need to focus on your light energy.


I would like you to try to cast your inner light on this flower.

I'm blue!

How dare you?


It was an accident.


That's enough!

Never, never point your spells at another apprentice.

BOTH: She started it!

I don't care who started it.

Annullsera, revulsera, expungerillimmersera, nulliferous, null!

This time we'll say it was an accident, but I never want to catch anyone using magic on another apprentice again. Is that clear?

BOTH: Yes, Azura.


Now, back to our lesson.

Sunburst hated me from the minute we met.

Seems like everything I do only makes it worse.


Maybe Azura made a mistake.

Are you kidding?

You are the most talented apprentice here.

Thanks, Linden.

You're very kind.


What's this?

ELINA: Oh, poor thing,

it's limping.

Is it okay?

I'll find out.

She's from the Bogs of the Hinterlands, and she's been cursed by an exiled fairy witch.

By Laverna.

I guess, but why would Laverna curse a toad?

I'm not sure,

but what other exiled fairy witches are in the Bogs?

It has to be Laverna.


She says the curse can only be broken by a fairy undoing spell.

We haven't learned undoing spells, have we?

I think maybe I did.



Let me try to remember it.


Annullsera, revulsera, expungerillimmersera, nulliferous, null!



That's right, darling. Did you miss me?

I don't understand.

You turned the toad into Laverna?

I am Laverna, you naive little whiffet.

As for you, my darling, thank you.

You've just signed the death warrant for Fairytopia as you know it.

How does that feel?


I have to tell the Guardians!

Over here! Pass it to me!

I got it!

(CHUCKLES) Good one.


Up for a little Fairyball?

I can't, Sunburst.

Why not? Afraid of a little competition?

Heads up, Sunburst!

Have you guys seen anything odd fly this way?

You mean other than the two of you?

(LAUGHS) Clever.

Wasn't it?

We should go.


How long does it take to fetch a ball?

Maybe we should go get her. Sunburst!

Sunburst, is everything okay?

Oh, great.

Everything is just great.


How can we help you, Elina?

It's pretty serious.

A toad approached us in the Rustic Forest and said it had been cursed.

I did an undoing spell to save it, and the toad turned into Laverna.

I let her loose on Fairytopia!

What's so funny?

That you've been fooled by Laverna.

No. This was really Laverna.

You think

it was really Laverna, but I can prove it wasn't.


What is this?

The Guardian Glass.

Through it we can see every exile of Fairytopia.

Show me the Bogs of the Hinterlands!

ELINA: That's the toad that I just released!

That was Laverna!

I must admit, she does seem to be there.

But Azura, I know Laverna.

This was she.

I know it was.

I believe you.

And despite what we see here,

I think we need to take the threat very seriously.

I'll see to it that the entire area is put under heightened security.

Just in case.

Hey, Max, I'm tired.

Yeah! How long do you have to make us work like this?

Tell me you're not complaining.

Until you've had to trade your beautiful body for that of a toad, you've got nothing to complain about.

Now, get back to work!

I'm almost afraid to go in there and face everyone.

Do you think they know?


Oh, you're talking about your tooth.


I'm really excited for you guys.

You have the pouch Azura gave you, right?

He does.

And now all he has to do is wait for the tooth fairy.


Sure, go ahead.

FABEN: Why are you even still here?

Shouldn't you resign as an apprentice after what you did?

What are you talking about?

Ruby just told us that your friend Elina released Laverna!

And right before the Flight of Spring!

You did?

It was an accident.

It was treason!

Go ahead.

Say whatever you want.

It can't make things any worse.

I'm sorry. I'm sure you didn't mean for this to happen.

Woah. I guess disaster brings out the best in her.

AZURA: Gather around, everyone.

Due to recent events, all apprentices will rotate through evening patrols.

Elina and Sunburst will be on the first watch.

I wish you a completely uneventful evening.

Extra work for us.

Thanks, Elina.

Oh, it won't be so bad.

Looks like I will see you tonight.

Don't you just love the way the colors fly off my fingers?

I always wanted to be a Sparkle Fairy.

Too bad I wasn't born that way.


Your Eminence, so good to hear from you.

I must say that...


To whom do I have the pleasure of speaking?

Drop it, Fungus. It's me.

I have a new assignment for you.

A Firebird will bring you back to the Crystal Palace.

Excellent news,

Your Deviousness.

With your help, the Guardians won't be an issue, and The Flight of Spring will mark the day I get rid of my sister, the Enchantress, once and for all.

Can't you just taste it,



Fairytopia will be mine!

Bibble? Dizzle?


ELINA: What's this?


"The time has come to face me one on one. Meet me in the Rustic Forest, the same place you set me loose.I will be waiting. Laverna."


No, Bibble. I don't want you to come. It's too dangerous.


I started this by letting her out.It's up to me to finish it.


I have to be strong.

I know you're out here, Laverna!

Show yourself!






What are you doing here?

You guys have to go.

It isn't safe for you here.

Something happened to Azura.


Just come with me.



She's alive. She was poisoned by toad venom.

So Laverna poisoned Azura.

And all the other Guardians.

We looked for another Guardian to help, and they're all in the same shape as Azura.

Will they be okay?

Eventually. It can only wear off with time.

FABEN: Where were you?

You were supposed to be on patrol with Sunburst.

If there were two of you, one could've gone for help.

Come on, this isn't Elina's fault.

Of course it's her fault!

We're just lucky the Enchantress wasn't there, or we'd have lost her, too.

It's not all Elina.

I should have fought harder.

Laverna's just so powerful.

Really, really, really powerful.

Like, probably the most powerful fairy ever.

My head.

I don't know what I'm saying.

No, Shimmer's right.

This is all my fault.

I should have been here.

So with the Guardians unconscious, who will perform the Flight of Spring?

No one. I can see it.

The Flight of Spring won't happen.

All Fairytopia is doomed.


Isn't it perfect, Maxie?

It might be if I had any moisture left in my mouth.

Who knew you'd need so much toad spit to poison seven Guardians?

With the Guardians out of commission, it's only a matter of time before...


We just received word from the Enchantress.

She's wants to see all the apprentices. It's about the Flight of Spring.

The Enchantress? Wow!

I'll be right there.

Don't you just love it when a plan comes together?

Very impressive.

Now, about me still being a toad...

All in good time, my little Fungus.

Right now I have an appointment with the Enchantress.




Strangely satisfying.


Heads up.

I need you all to be brave and strong.

With the Guardians unavailable,

it's up to you to step in and perform the Flight.

Us? But we're not ready.

We haven't trained enough.

I see very, very bad things happening if we try this.

I see very bad things happening if you don't. In two days the Blush will be ready for the Flight of Spring.

I will train you personally.

If Fairytopia falls, it will not be for lack of trying.

Can I count on you?

You can count on me.

I'm in, too.

Then we're all in this together, and together we are strong.

Beyond this hall is the Crystal Courtyard, home of the first Blush of Spring.

Do your job correctly, and the First Blush will open.

This is your moment, apprentices.

I can't believe we're doing the Flight of Spring!

This is way too much pressure!

We wouldn't be in this situation if it weren't for Elina.

Don't worry, Elina.

I know we'll both do great.

Isn't it exciting?

Very. I can't believe we're actually here.

I think we can do this, though.

Of course we can.

You wouldn't let some limping toad get in your way, right?

How did you know the toad limped?

I never told anyone that.



You're not Sunburst!

Prove it.

Elina, where are you going?

Sunburst isn't Sunburst. She's Laverna.

Without the real Sunburst, the Blush won't open!


That's right Elina, run away.


Bibble, Dizzle,

I have to find the real Sunburst.

Sunburst could be anywhere.

How am I going to find her?

Think Elina, think!


Sunburst is a Sparkle Fairy.

Laverna would have put her in water.





Laverna, is she...

I know.

And it's worse than you think.

We need to get you to the Crystal Palace.

Come on, Elina.

It's time for luminescence.

No! That's not Sunburst! This is the real Sunburst! That's Laverna!





Dear Sister.

Make a move on me and I will destroy your First Blush of Spring.

And all of Fairytopia will be plunged into winter.

Tell me what you want.

I want you to step inside this spell chamber, where all your powers will be useless, and abdicate the throne of Fairytopia to me.



If I do this, you will spare the First Blush of Spring?

Yes, Sister. I will.

Cross my heart.

As you wish.


Did you really think I'd save your people?

Watch as I destroy your precious First Blush of Spring.


You never disappoint, do you Elina?

Did you really think one little fairy like you could defeat me?

I need you.

Your little apprentice friends can't help you. I'll pick them off one at a time.

We won't be coming for you one at a time.

No! I hate rainbows!


Thank you, all of you.

Elina, your wings.

The First Blush of Spring.

Oh, that's it, then.

Fairytopia is doomed.

No, there's still life in the Blush.

We have to work together.

It's our only chance to save it!

Oh, it's so beautiful.


It's beautiful.

ENCHANTRESS: The Blush is healed.

ENCHANTRESS: Apprentices, today you go back to your homes, but you don't return as the same fairies you once were.

Together you gained strength, and because of that, you will always be part of one another.

I am honored to know you all.

I thank you, and Fairytopia thanks you.


You have all graduated quite deservingly.

I'm really gonna miss you.

I'm going to miss you, too.

Oh, the Tooth Fairy left you a gift!

Dizzle, you have a loose tooth!



How did you know it was Laverna doing the Flight and not me?


Laverna was nice to me.


Bye, Elina.

Elina, out of everything that happened here, meeting you was the best part.

I'm really going to miss you, Linden.

I'm going to miss you, too.


Come on, Bibble, we should be getting home now.



If you ever think about braids, come visit.

I see amazing things in your future, Elina.


See you soon, my dear.

Goodbye, Elina.

I know you look forward to seeing me again.