The sun was shining through the penthouse windows, creating a pool of sunlight on the floor and Clover's bed. The blond fashionista woke up and stretched feeling well rested and ready for the day. She jumped out of bed and went to shower when she saw the time.

"What? It can not be this late, I'm late for class!" She practically screamed running around the room getting dressed and ready. Right after she had finished, she heard a scream coming from Alex's room and went to go investigate. She found her raven-haired friend running back and forth across her room, much like Clover had been doing seconds ago.

"Oh my gosh, I'm so late! Sam was supposed to wake me up!" She told Clover.

"Same here" Clover said realizing that she had in fact asked the resident red-head to wake her up for her morning classes since Sam was always up super early anyway. The two friends marched straight to Sam's room and proceeded to bang on the door.

"Sammie, open up!" Clover demanded, but got no response.

"You think she's already gone?" Alex asked and Clover shrugged. She hoped that was not the case, she had a bone to pick with the eldest of their trio. She reached out and opened the door to find that their friend was in fact there, and still in bed.

"Ooh the nerve of that girl!" Clover growled ready to storm over there and throw her fellow spy out the window, but Alex held her back.

"Clover, we both know she hasn't been herself lately, and you remember last night, maybe we should just let her be. It seems like she already has enough on her plate." Alex said and the blue-eyed teen sighed knowing that her friend was most likely right.

"All right, I wont wreak havoc on the girl, but she still needs to get up for class. There's no hope of catching our first class, but the second one starts in half an hour." She conceded. The pair went over to the sleeping form and Alex shook her gently while they both encouraged her to wake up.

"Wake up Sammie, we've got class soon, and If I remember right, you've got an oral presentation." Clover said as Sam began to stir. Emerald eyes opened slowly and seemingly reluctant until they spotted the people hovering over her.

"er.." She said awkwardly sitting up and scooting back a bit. "Sorry, do I know you?" She asked trying to remain calm. She didn't recognize the girls that stood over the bed she was lying in, and the room was certainly not her own, but they didn't seem to be trying to harm her, so she figured she was missing something.

"uh yeah" Clover said in a "duh" tone of voice. "Clover and Alex? Your best friends?" She said wondering if maybe the girl had gone crazy the previous night and got drunk or something. It would explain why the girl was being slow, but the red-head still maintained the confused and slightly scared expression.

"Um, sorry, doesn't ring a bell." Sam said honestly, and the other two could tell she wasn't playing around.

"Okay, this is majorly weird." Clover commented and retrieved Sam's com-powder off her nightstand. Jerry answered her call right away, his holographic image appearing on the device.

"Hello Clover, What seems to be the problem?" He asked.

"You mean Sammy really doesn't remember us!?" Clover exclaimed after finding out the results of the tests that Jerry took on Sam. They were all at WOOHP Headquarters, none of them even thinking about school; this was obviously more important.

"I'm afraid so" Jerry confirmed with a small nod of his head. "In fact the readings seem to be oddly familiar…" He trailed off as he got lost in thought over the matter.

"What do you mean familiar?" Alex asked.

"Well, I don't know exactly, but it seems there's a key signature on the readings that I know I've seen before. It's very likely that we've actually encountered this before." He told them and the two younger spies thought it over while Sam sat on the couch feeling far too awkward in her opinion. She had no idea who these people were, or even where she was. She just wanted to get out of there and go home.

What they were saying couldn't be true for the simple fact that Sam did have her memories intact. She knew who she was, she was Samantha Simpson, daughter of Gabriella, and a straight A student. Sure she had a small feeling that she was forgetting something, but she figured that didn't have anything to do with it. She probably just forgot to turn off her bedroom light or something.

But then again, how did she end up in a completely different city with two other teens who seemed to know her? All she really knew was that she didn't really feel like sticking around. She observed the area, taking note of several different cameras around the room, and the fact that the other three people there were too caught up in their discussion to pay her any mind. She silently got off the couch and slipped away undetected.

"Wait, I've got it!" Clover exclaimed. They had been trying to recall another instance where someone had lost their memory. "The Erasers!" she told the other two.

"You mean those cute little pink thingys that turned all ugly and scary?" Alex asked wondering if they were talking about the same thing.

"Yes, you're precisely right Clover!" Jerry went over to his computer and typed a few things before he frowned once again.

"Only it's slightly different." He said.

"How can that be?" Alex asked, and Clover wanted to know the same thing.

"Well the only way it could be different would be if it were a different device all together, or.."

"Or what Jerr?"

"Or the original device was modified, tampered with, or interfered with something else."

"So you think we have another baddy out there messing with old equipment?" Clover asked.

"I don't know. The only thing we can know for sure is that Sam is safe as long as she's in our sights." The three of them turned to glance at the amnesiac but found that she wasn't there.

"She's gone!" Alex exclaimed as they looked around in horror.

"As long as she's in our sights, right Jerr?" Clover growled sarcastically.

"Gladis! Were you not supposed to be watching her?" Jerry asked his robotic assistant.

"Sorry Jerry, but babysitting is beneath me." The robotic voice said and the girl's had to face palm.

Sam dialed a familiar number at a payphone she found while roaming Beverly Hills. The phone didn't even ring before the automatic voice message told her that the line was disconnected.

"Disconnected?" Sam said incredulously. Why on earth would her mother disconnect the home phone? Her mom was so overprotective, Sam was lucky to be able to walk out the door without extreme padding and armor, so why would she disconnect the line while she was gone? Did her mom not notice her disappearance? The thought of it hurt Sam, but being a person of reason, she figured there was another reason for it. Maybe she really did have amnesia.

"SAM!" She heard two voices shout in unison. She turned around to find the blond girl and brunette from earlier running towards her. Suddenly she felt her blood rushing to head and the scene shifted slightly. The two of them were still running at her, only they were wearing skin-tight suits, the blond in red and the other in yellow. The buildings in the background were replaced with trees, and the sky went dark. She was confused beyond reason when out of nowhere, a pair of arms wrapped themselves around her waist and she turned to find a handsome young man smirking at her with a mischievous glint in his eyes.

"Say goodnight" The man told her with an eerily familiar voice and she felt a small prick in her shoulder before the world went black around her.

"Ah!" Sam jumped back in reality finding that not a second had passed she her little "episode" had started.

"No, its okay, we're not going to hurt you." The tanned brunette said as they approached her, thinking that it was them that startled her.

"That's right Sam, we're your friends." The taller of the two said, and then a name appeared in her head, almost as if trying to catch up with the flashback.

"Who's Tim Scam?" Sam blurted out.