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C is for Changes is the third episode of season 2, and the twenty-ninth episode overall of the TV series.


The Guardians were taken by surprise by their new powers: Will now can talk to electrical appliances, Irma now can influence people's minds, Taranee now can use telepathy, Cornelia now can use telekinesis and Hay Lin can become invisible, while the Knights of Vengeance devised a plan to frame the girls for Elyon's disappearance.

Alchemy, worried about Elyon, convinced Principal Knickerbocker to report her missing. The next day at school all five girls, as Elyon's friends, were questioned by Maria Medina and Joel McTiennan. Each came up with a different story as to where Elyon and her family went on vacation and said they heard it from one of the others (except Taranee, did not answer).

Afterwards Miranda, posing as a new student named Melinda, told the police that she was scared of the other girls (W.I.T.C.H.), and that they pretended to be Elyon's friends but secretly hated her and the last time she saw Elyon, she was leaving with the other girls who had a surprise for her in her basement.

Sandpit stole Will's calculator (with her initials on it), Sammy, from her windowsill and it was planted in Elyon's basement. Medina and McTiennan discovered it when they investigated. They confronted Will with the evidence at her apartment. She slipped her cell phone, Ed, into the evidence bag, then asked to go to the bathroom and locked the door and snuck out the window.

She met the other girls and they used Ed to talk to Sammy who told them what happened. They realized Sandpit and Miranda were framing them. While Hay-Lin, Taranee, and Cornelia fought Sandpit and Miranda at the Brown home, Irma used her new power to convince her father, Medina, and McTiennan to go to the airport. When they arrived they saw Will and followed her until they saw Elyon and her parents, seemingly just arrived home from their very long vacation.

Elyon introduced her "cousin" Caleb, and new puppy, Blunk to Irma and Will for the benefit of the police present. Later she told the girls they will be commuting from Meridian for the rest of the school year.

In the B-story, Will, thanks to her new powers, was grounded for cheating during a history test (actually arguing with her calculator) and getting bad grades. Because of this, Will's mother decided that Will was not adjusting to Heatherfield and she must do what is best for her daughter and move them back to Fadden Hills.

Also, Irma's father was upset with her for not telling him Elyon was missing and thought she might be lying about where Elyon is and what happened to her. He said she's been acting odd and disappearing all the time for months. In the end, after Elyon returned home, confirming Irma's story, he apologized and told her he is proud of who she is growing up to be.






Behind the scenes


  • Every second-season episode has a clear focus on one of the five main characters. This episode is one of 9 in the season to focus on Will Vandom.
  • This episode marks the first mention of Andrew Hornby, who does not actually appear until L is for Loser.
  • This episode marks the first time the Guardians develop and use their new and stronger powers. Will finally started to develop her own element, quintessence, but did not use its power proper until the next episode, and did not learn what is it is called until K is for Knowledge.
  • This is the only episode of the entire season where not all of the Guardians transformed, as Irma was never seen in Guardian form; Hay Lin, Taranee and Cornelia transformed to fight Sandpit and Miranda, whilst Will transformed to fly out the window. In season 1, the same Guardians transform in Stop the Presses, and none of the Guardians transform in Framed due to a power loss.
  • Miranda and Sandpit worked closely together this episode. Ironically, they turned against each other in the finale.
  • When she returned home, Irma's hair color rapidly switched from what seems like a purple shade to the usual brown. This lighting change is specific to the updated animation in season 2, and its effect on hair can also be seen in A is for Anonymous.