A/N Note: Third chapter is up! Warning: I couldn't really think up of a good spell to say, so, yeah, it'll be kinda lame…:)

Chapter 3-

"!" the bell rang. Everyone started packing up.

"See ya later!" Mei-Ling called towards Sakura as she dragged Li-san outside.

Sakura muttered a farewell.

"Sakura-chan, are you ready?" A voice gently asked the shivering lump of hair facing the desk. Sakura jumped about two meters into the air, then slumped back into her seat.

"Too…afraid…" Tomoyo heard Sakura murmur faintly. Tomoyo sighed. It had been tense, today, with many close calls.

There was one in lunch. Since Tomoyo and Sakura were close friends with Mei-Ling, they were going to have lunch with her. Mei-Ling also insisted that Li-san sit with them, much to Sakura's silent protest. Lunch was eaten in silence, with Li-san looking off into space and Sakura fidgeting nervously, and avoiding Li-san in general.

About halfway into the period, Sakura looked up and pointed to a nearby tree, "Look, Tomoyo-chan! Aren't they so cute?" She was talking about a nest of baby birds that had just come out of their eggs. The mother bird gazed at them with love, then bid farewell as she flew off to find some food for them.

"Yes, they are." Tomoyo had agreed.

"I know" Sakura replied cheerily, "Look at th-oh!" A baby bird was pecking its nest, and tripped. It started falling toward the ground. Squeaking in terror, it tried to flap its wings like it had seen its Mama do, but it couldn't get the hang of it.

"Um...I need to go to the restrooms, okay?" Sakura hurriedly excused herself. Tomoyo could tell that she was going to use a Sakura card to help the bird. But would she make it in time?

The bird was a hair away from the ground when a pink bubble formed around it. It started to float higher and higher.

"Hey! Look, isn't that bird floating?" Mei-Ling shouted, "Why is there a pink bubble around it?"

Li-san's head whipped around. His amber eyes widened as he saw the bird floating, "The Float card…" Tomoyo heard him mutter under his breath. Tomoyo mentally nodded-Li-san must've researched about a lot the Clow Cards, or he wouldn't know…wait, how'd he know about them in the first place?

It was rather convenient, how Li-san transferred soon after Sakura-chan had become the Mistress of the Clow…and then converted them into Sakura Cards. It was also strange, how hew he made no effort to conceal his eye color. Sakura-chan and she always made sure that their true eyes color was revealed-no one else knew about their eye colors except for Eriol…

Just then, Sakura walked back, "I'm back .Is the birdie all right?" She asked.

"Yep." Tomoyo winked knowingly at Sakura while Mei-Ling was still gushing about the mysterious bubble. However, Li-san seemed to have spotted it, and he frowned, asking, "What's the joke?"

"Oh, nothing" Sakura replied, too quickly to be telling the truth. Li-san studied her quizzically.

"It's just that Sakura has, um," Tomoyo blundered on. She was sure that her lie would be just as plausible as Yamazaki's would be, and she cursed herself. However, Sakura-chan was her friends, and she was going to help her no matter what.

"Sakura, has,, er, been in the middle of um, this kind of situation before. See, this bird had fallen from its nest and Sakura, she wanted to help the bird, so she helped it up into its nest. And, um, it got back into the nest, but Sakura, being the klutz she is, fell." Tomoyo mentally sighed with relief at her accomplishment. Her lie was plausible so far, "I was winking to her because I was um, teasing her about that, er, incident."

"Really?" Li-san asked. There was no suspicion in his voice, thank Clow.

"Why did he have to come along!" Sakura whined.

"Shh, it's time to do the Ritual," Tomoyo's spirits lifted, "And I'll be able to film you doing it! Good thing that I have a costume ready!" Tomoyo hugged Sakura.

"Can't….breathe…" Sakura's face was turning blue.

"Ooh, I can't wait!" Tomoyo shrieked.

"Can't we just get this over with?" Sakura asked. She slung her backpack over her shoulder and trudged out the door.

"Onii-san! Otou-san!" Sakura called as she opened the door wide open, "Tomoyo-chan is coming over for dinner!"

"Okay," Fujitaka Kinomoto replied, "I'm cooking tonight." His grey eyes sparkled.

"So the kaijuu finally came back, eh?" Touya shouted.

"SAKURA, NOT KAIJUU!" Sakura screamed.

"Kaijuus aren't that short, though." Touya mused.

"UGGGHH!" Sakura yelled in frustration. Turning back towards a sweat-dropping Tomoyo, she said, "C'mon, let's go up into my room."

In Sakura's room, Kero-chan rushed towards them, "Sakura!" he exclaimed, "The cards have told me that a member of the Li Clan is trying to become the Master of the Clow."

"Really?" Tomoyo exclaimed.

"So?" Sakura replied, "I'm the Mistress of the Clow by right."

"NOO!" Tomoyo couldn't get why Sakura could be so dense at times, "Isn't the new transfer student's name Syaroan LI?"

"Oh…" Sakura looked frantic, "then I MUST create a card to mask my aura!"

"You want to create a new card?" Kero-chan asked, "Are you sure that you have enough power?"

Sakura glared at the plushie, "Really, Kero-chan?"

Fearing that his food supply would be cut off if he pushed further, Kero-chan relented, "Okay, I'll tell you-"
"Wait a second!" Tomoyo interrupted, "Sakura, you MUST wear this costume I bought with me!"

She held up a silky red halter dress that hung straight and ended right above the knee. It had black trim. She also brought along a pair of black high-heeled boots, and a red mask with a black feather across the top. The mask covered Sakura's eyes, but Tomoyo had made sure that they didn't, and had holes for Sakura's bright green eyes to shine.

"Um…" Sakura stuttered, "Okay…"

After Sakura had changed into her outfit, Tomoyo made a few final touches, "There! Now you're ready for me to film!" She whipped out her handy video camera and started recording.

"Okay, so, Sakura," Kero-chan explained, "As a Creature of the Seal, I don't know the spell. HOWEVER, I do know that the Masters and Mistresses of Clow would know the spell by heart. Clow ensured that since he could foretell that times would change, himself being a Fortune-mage (a grey-eyed person). Sakura, you have to look within yourself for the spell. You've done it before, with Yukito and the Kong."

"Look within myself." Sakura repeated. She closed her eyes. The spell was within her, Kero-chan had said…

The room sat still for a long while as Sakura thought. Tomoyo looked on, "It's almost like she's in a trance," She whispered. A light green light surrounded Sakura.

Suddenly, Sakura opened her eyes, "Key of Clow," She commanded, " As Wind ignites, as Water churns, as Earth shakes and Fire blazes, give me the power of the elements!" A spell circle formed around Sakura as she continued, "The cards I call, to make anew, the card I wish is," Sakura's emerald eyes glowed eerily in the evening darkness, "The MASK!"

There was a shimmering, card-shaped square. As Tomoyo and Kero-chan watched, it started to take form. The Mask was a woman dressed for acting, with a mask in her hand and long, black hair that reached down towards her waist.

"I call upon the powers of my star, ancient forces near and far, new card transform all your might and draw your power from my light, Become a card!" Sakura commanded.

The figure started to unravel, before mielding into a card. It floated down into Sakura's outstretched hands.

Sakura grinned in delight. Tomoyo beamed and Kero-chan whooped for joy.

"Welcome the Mask to the Sakura Cards!" Sakura announced.