It's the new term, and the hot topic at school is clubs! Sakura and Tomoyo decide to join the same clubs they did in elementary school, cheerleading and chorus.

It's been raining buckets all day. Sakura and Tomoyo take shelter in a park on the way home from school, and suddenly the Key of Dreams at Sakura's chest begins to shine... Is it the work of a card?

A new transfer student named Akiho Shinomoto joins Sakura's class. She's just arrived in Japan after living overseas, so her Japanese is still very stiff and formal. Sakura invites her to eat lunch with her group, excited to make a new friend.

Sakura is having a flower-viewing party with her friends Tomoyo, Syaoran, Chiharu, Naoko, and Yamazaki, as well as the new transfer student Akiho.

Sakura continues to face the hooded figure in her dreams. At school, everyone says they want to hear Akiho sing again after being charmed by her voice at their flower-viewing party, so they meet in the music room after classes are over.

Sakura and Kero-chan visit Tomoyo's house to test the abilities of the Record card. Tomoyo's mother appears and gives Sakura an enthusiastic welcome, then the girls head outside to test the card.

Sakura finds out that Akiho has moved into the mansion formerly inhabited by Clow Reed's reincarnation, Eriol. She pays a visit with Tomoyo and meets Kaito, the butler who's been taking care of Akiho since her childhood.

Sakura is visiting the Tsukimine Shrine market with Meiling, Akiho, and the rest of their friends. She enjoys a day of browsing the many shops and stalls on the grounds along with Akiho, who's never seen a Japanese shrine before.

Sakura has been invited to Tomoyo's house, along with Meiling and Akiho. Tomoyo says there's something she wants to show them and leads everyone to her home theater, where she plays the video of a play they were all part of in elementary school.

Sakura manages to capture the card that showed up at Tomoyo's house, but her relief is short-lived. As they're returning home, Sakura and Meiling are suddenly attacked by a mysterious girl in the road!

Sakura is finally about to go and read to children with Yukito, and she invites Akiho, Syaoran, and Tomoyo to come along. Sakura's enthusiasm convinces Akiho to join her for the reading, while Syaoran agrees to contribute a piano accompaniment.

Syaoran meets Kaito through a chance encounter on the way home from school. He informs Eriol, whom he's beem secretly keeping in touch with, and they both begin to suspect Kaito is a very powerful magician.

Sakura is overjoyed to see Syaoran's cousin, Meiling, make an unannounced visit from Hong Kong. Meiling asks to stay at Sakura's house, so they head straight there. Meanwhile, the power Toya lost by giving it to Yukito is gradually starting to return.

Today is the cooking lesson in home ec class that everyone's been looking forward to. Sakura's morning is thrown into a panic when she forgets her apron, but she and her friends are excited to make roll cakes in class.

Sakura has seen the mysterious robed person in her dreams many times. It turns out Akiho has been having the same dreams herself, and she's grown worried over their unsettling contents.

Rain still falls on Tomoeda. In her kitchen, Sakura thinks about the previous night when she was unable to release her key into the staff. Touya comes downstairs and notes that she's up early as well as calling her a monster, but is visibly concerned when Sakura makes no retort. She asks him if Yukito was going to visit their house that night and he tells her that Yukito hadn't planned on it, but that he would probably come if they were having something good for dinner. In Sakura's room, Kero thinks about the strange presence he sensed the day prior, hoping it wasn't what he thought it was.

Exhausted from the events of the other night, Sakura remains in bed and sleeps into the afternoon before being visited by Syaoran and Tomoyo. Kero explains that Sakura used a great deal of power to transform the Clow Card, explaining her sudden tiredness. Since the Fiery Card was transformed to be under jurisdiction of Sakura's power, Sakura's friends henceforth transform the cards into "Sakura Cards". Later at school, Sakura overhears Eriol playing the piano and has Tomoyo sing to his music; unbeknownst to them, however, Eriol enchants the piano while he plays.

Sakura begins to wonder if the bizarre goings on are connected to Clow Reed's presence, though she is aware that Clow is long deceased. At recess, Rika shows everyone a teddy bear she made. Sakura decides to get her own teddy-bear-making kit at the craft store where she sees Eriol buying several spools of string. That night, Sakura and Kero once again sense Clow Reed's presence and meet up with Syaoran and Tomoyo.

Several people at school have started making their own teddy bears to give to their loved ones, while Eriol helps Sakura make her bear for Yukito, secretly enchanting one of its ears. Syaoran, who also has feelings for Yukito and has made his own bear, begins falling in love with Sakura as well. Yue approaches the confused Syaoran and tells him that the reason he seems to be in love with Yukito is that he, having descended from Clow Reed, feels an attraction to the moon powers Yue emits as a creation of Clow. That night, Sakura gives Yukito the bear, only to see it grow in size in response to Eriol's magic.

Yue secretly confides with Kerberos that he has recently been losing his energy, and that Sakura's powers alone aren't enough to help him maintain himself; he adds that if his power disappears, both he and his alter ego Yukito, who is oblivious to this incident but growing increasingly aware of it, will fade from existence. Toya, who is aware of Yukito's predicament, attempts to tell him the truth, but is once again interrupted by Nakuru, making it clear she is doing so on purpose. Meanwhile, Sakura's attention is drawn to a large, deep hole in the middle of the playground. She is able to enter the hole, though her friends are not since it is sealed by Clow Reed's magic.

Sakura learns that the Clow Cards she is unable to use are beginning to lose their power, and will become ordinary cards if they aren't converted into Sakura Cards. Unwilling to let this happen, Sakura brings her Star Wand and despite Kero's misgivings, recklessly converts several cards at once although she's left weakened. However, she loses control of one of the cards, the Dash, which panics and flees, possessing Toya's bike which Eriol had enchanted earlier while helping Sakura clean her yard.

Fujitaka gives Sakura her mother's old calendar, and learns about her great-grandfather (the two had previously met, though Sakura remains unaware of his identity) and how he disapproved of his granddaughter's marriage to Fujitaka. Hoping to set things right, Sakura hand-makes a gift and uses the Flower card to decorate it, along with a letter about how happy her mother was.

While reading Alice in Wonderland, Sakura is sucked into the book's fantasy due to another of Eriol's enchantments, this time on a leaf he gave Sakura to use as a bookmark. There she meets the story's characters who have taken on the forms of her friends and family: Eriol is the Cheshire Cat, Yukito is the White Rabbit, Toya is the Mad Hatter, Syaoran is Tweedle-Dum and Tweedle-Dee, Tomoyo is Humpty Dumpty, and Kero is the Red Queen.

Sakura's school is hosting a bazaar, and Kero attends to eat sweets, hiding in the woods. Nakuru, meanwhile, brings Spinel Sun along and hides him in the same forest while she attends the bazaar. Kero meets Suppie (the pet name Nakuru gave him) but is completely oblivious to his true nature and befriends him, forcing him to eat some of the sweets. As a result, Suppie becomes intoxicated by the sugar and goes on an eating binge throughout the school. Kero, who is unable to explain the predicament to Sakura, asks her to use the Sleep card on all the customers, allowing him to get rid of Suppie.

Syaoran's feelings for Sakura have been steadily increasing, though he still doesn't understand why, and Sakura remains blissfully unaware of it. Soon Sakura invites him to go to a teddy bear festival with her, Tomoyo, and Eriol. However, Eriol secretly traps Sakura and Syaoran on an elevator, where the two grow closer. Eriol then creates a large hole in the wall of the elevator, causing Sakura to fall through. Distraught, Syaoran calls out to Sakura by her first name for the first time.