Tomoyo meets Cerberus after she discovers Sakura's secret and gets a full explanation of the lost Clow Cards and Sakura's designation as Cardcaptor. Cerberus gets given the nickname "Kero-chan" that will stick for the rest of the series. The next day, the students find the school's desks and equipment in large piles. Kero believes it was the work of the card and forces Sakura to go to school at night where she confronts The Shadow. Using the Windy card's binding ability, Sakura is able to capture the Shadow card. Sakura finally accepts her role as a Cardcaptor because of Tomoyo's support.

Sakura's class is on a field trip to the aquarium. During the penguin show, something catches the trainer's leg and a penguin and pulls them into the water, but they are saved by Sakura's brother, Toya, who is working part-time there. At school, Tomoyo gives Sakura and Cerberus mobile phones and on the way home, Sakura bumps into Yukito who invites her on a casual "date" which is at a cafe where Yukito knew Toya was working. While they are eating, The Watery breaks the glass of the aquarium causing a flood. For the first time Sakura has to formulate a plan to capture a card, rather than jumping into battle and attacking with Windy. Using her wits and an unintentional clue from Yukito, she lures Watery into a freezer to immobilizes and capture it.

While cleaning the house, Sakura finds two dormant Clow Cards, The Wood and The Rain. But while running an errand for her father, the two cards activate creating a jungle inside the house. Sakura uses The Watery to capture The Rain card and The Wood yields on her own. Sakura gets the hard-earned lesson that a card is not fully subdued until she signs her name on it.

On the way to school, Sakura meets Maki Matsumoto who is opening a stuffed doll shop called Twin Bells. Sakura and her friends visit the shop after school to find most of the merchandise unpacked, so they offer to help. Chiharu Mihara, who has a fondness for stuffed animals, buys a stuffed panda, but it disappears shortly after taking it home. Sakura discovers the panda back in Twin Bells and Maki explain the reason for opening the shop and her business has been plagued by mysterious happenings that almost forced her to close down. While Tomoyo distracts Maki in the back, Sakura and Kero search the shop to find The Jump, which escapes with all the stuffed dolls in the shop. At Penguin Park, The Jump grows into a giant by absorbing the stuffed dolls, but it knocks itself out after it trips and falls allowing Sakura to capture it.

Naoko tells everyone a scary story about a bright light she chased into the woods. After school, Sakura and her friends visit the woods to see the light Naoko saw. When they do see it, everyone runs in fear, claiming they saw something appearing from the light, but everyone saw something different. Sakura returns at night in case it was a card despite her fear of ghosts. After following it near a cliff, the light takes the form of Sakura's deceased mother, Nadeshiko. Sakura, who is delighted to see her mother, walks towards it and off the cliff, but she is saved by an unknown entity and safely lowered into Yukito arms who is passing by. Sakura returns to the cliff a few days later and once again walks off the cliff. She realizes that it couldn't be her mother and discovers it to be really The Illusion.

At an art museum trip, Sakura witnesses a boy attempting to change a painting. During the commotion, she couldn't hear anything and Kero is sure that it was caused by a Clow Card, The Silent. Sakura sneaks out of the house at night and into the museum where they meet the boy from earlier also sneaking in. The boy, Yūki Tachibana, explains the painting is by his deceased father and his mission to restore the painting which a Clow Card has covered up. Every time Sakura attempts to capture the card, it transports the group outside. Using The Shadow, Sakura is able to silently capture Silent from a distance restoring the painting and discovering Yūki is actually a girl. A stranger, dressed in an odd costume, appears at the end of the episode and quietly mutters that he senses a Clow Card.

Sakura has the same recurring dream she had in episode one, specifically focusing on the boy wielding a sword in Chinese clothing. She hears from both Cerberus and Yukito that it might be a "foretelling dream". A new transfer student arrives from Hong Kong named Syaoran Li and is seated behind Sakura. He terrifies Sakura with his glares all day and during recess, he demands Sakura to give him the Clow Cards. On the way home, there is a lighting storm, but no rain. Cerberus explains Syaoran is from the Li clan, a famous family of Chinese sorcerers from which Clow's mother came. The same lighting storm for earlier appears and Sakura deploys to battle the Thunder card. Syaoran demonstrates his command over elemental magic and calls on thunder god to return the Thunder card to its original form. He instruct Sakura to use the Shadow card to encage the Thunder card so it could be captured. Thanks to Syaoran's constant derogatory remarks, Sakura is left feeling upset after a card capture for the first time.

Sakura, usually cheerful, is forlorn by Syaoran's confidence and obviously superior skill. Rika and Tomoyo take Sakura to a shop to try to cheer her up. The three each buy brooches and return to Sakura's house for tea and pudding. When Rika puts on her brooch, The Sword takes control of her and attacks Sakura with a sword. Syaoran saves Sakura who refuses to attack Rika and stops him from attacking her as well. Using Illision to distract Rika, Sakura is given the chance to capture Sword. The next day, Syaoran is dismayed when he sees Sakura offer a gift of chocolate to Yukito, and quickly gives sweets of his own. Tomoyo has to explain to Sakura that Syaoran is "interested" in Yukito just like Sakura is.

It's Sports Day at Sakura's school so family members has come to cheer the students on. Sakura meets Tomoyo's mother, Sonomi Daidōji for the first time. When Sonomi and Sakura's father, Fujitaka, meet, both are shocked. From their conversation, it is revealed that Sonomi is a cousin to Sakura's mother and she blames Fujitaka for her death, though not in any direct way. While Sonomi and Fujitaka race in the parent's race, there is a shower of flower petals. Sakura suspects a Clow Card and finds The Flower on the roof of the school.