The episode starts off in Meridian. Cedric is bringing Caleb to Phobos, who is determined to find out more about the Rebellion. Caleb refuses to talk though, and Phobos has him thrown in the Oubliette, a dungeon. Caleb doesn't go quietly though, and tries to escape, only to be captured. He is lowered into a hole, and one of the guards, Vathek, drops a piece of bread into the hole, but not before concealing a key inside of the bread…
Back on Earth, the girls are talking about their "fight" with and wondering about "the boy" (Caleb) that Cedric captured. They debate on whether or not to go to Meridian, wondering on whether or not they can do enough to save Caleb.
In the Oubliette, Caleb meets Blunk, an infamous smuggler. While Caleb is trying to figure out a way out of the whole, Blunk steals his bread, and accidentally bites into the key Vathek gave Caleb. Once free of the manacles binding him, Caleb attempts to climb out of the hole. Blunk tells him he'll never make it, and Caleb questions, as he's climbing, if Blunk had ever even tried. As he says this, he falls.
The girls are walking home from school, still debating on whether or not to go to Meridian to save Caleb. Will finally says they couldn’t do much to help them, and tells them that they are going to practice again the next day. The girls separate to take their separate ways home, and Will ends up walking alone, making her feel bad. As she's walking, she is grabbed and taken through a portal to Meridian.
Taranee finds Will's backpack the next day on her way to school. She show her friends what she found, and points out that the Heart of Candracar is still inside. They see Will through the Heart of Candracar, being interrogated by Phobos. They instantly decide to go look for her, and the Heart leads them to a portal in the school basement. Hay Lin and Taranee go through, but Cornelia stays back, telling Irma if Irma was going through last, she had to do something: push her. To which Irma gleefully replies, "My pleasure"
Back in the Oubliette, Caleb is still planning ways to escape when Will literally drops in on him. The two don't exactly hit it off, especially after Will tells him she didn’t have the Heart of Candracar with her. All in all, they aren't doing great.
Back in the basement, Cornelia is saying that she should go last, so Irma does what Cornelia originally told her to: pushed her through the portal. Irma jumps in soon after, and the girls make their way to the castle, and Will.
Back in the Oubliette, Caleb is trying to convince Will to let Blunk stand on her shoulders so they could make a tower to get out of the hole, to which Will sarcastically replies, "Not until he's had a nine month bath". Caleb starts muttering about how he needed help, or something to help escape, yet he got stuck with "a red-head with attitude". Things start to get better when the others girls find them, and Hay Lin returns the Heart to Will. The girls transform, and help Caleb out of the Oubliette, by flooding out the hole. Hay Lin searches for ways out, and come back to say, "It's like a really cool maze! Or it would be cool if we weren't, you know, trapped here and everything". Blunk offers to help them escape, and leads them down another passage.
They come to a dead-end, only to find out that it is blocked, and that Cedric is hot on their trail. Caleb offers to play distraction for them, and runs to fight Cedric, while the girls escape. Will wants to go back for Caleb, but Hay Lin goes instead, insisting that she flew better.
Caleb is chased to the edge of a cliff, and is pushed of by Cedric. Hay Lin swoops in and catches him, and brings them back to the portal. They get wound up in a fight with a giant mud monster, and fly back through the portal. Irma is almost pulled back through, but Will acts fast this time around, and closes the portal before her friend can be taken back to Meridian.
Back at the Silver Dragon, the girls are telling Yan Lin about their adventure in Meridian. Hay Lin figures out that their initials spell "W.i.t.c.h.", and Yan Lin informs them that Phobos did not want Will, but the Heart of Candracar. She also tells them that there was another "who's battle has yet to come"
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