Sea Change


Air Date:
14 March 2008
Directed by:
Colin Budds
Written by:
Robert Armin
Preceded By:
Followed By:

Sea Change is the 25th episode of Season 2 of H2O: Just Add Water.


Charlotte's short-lived friendship with the girls is over. She demands loyalty from Lewis by saying he cannot talk or have anything to do with Rikki, Emma, or "especially Cleo". Lewis only reluctantly agrees, hoping it's just temporary. Meanwhile, Cleo is having difficulty evading washing the dishes, since Kim stopped doing it for her, much to Don's displeasure. Upset at her father's pressuring and Lewis's avoidance of her, Cleo escapes and meets Charlotte. Using her unfair advantage - her additional powers and strength - Charlotte beats Cleo in a brief showdown, steals her locket, and tells Cleo that Lewis no longer wants anything to do with her. Rikki and Emma tell Cleo to stay away from Charlotte and Lewis, and no longer listen to her, refusing to help. Feeling crushed, heart-broken and helpless, she tries to call Lewis, but Charlotte has stolen his phone. After sending a heartbreaking voice message explaining how Lewis has let her down badly, Cleo swims into the ocean and runs away from home. Cleo's dad finds out she's missing and calls Emma and Rikki. They both look for Cleo but they can't find her. Meanwhile at the JuiceNet Café Charlotte goes for some juice and Lewis hears his phone ringing in Charlotte's bag and is stunned when he hears Cleo's message. Realizing that Charlotte has been trying to isolate him from his friends, Lewis doesn't hesitate to leave the café with Emma and Rikki, who have arrived and told him of Cleo's disappearance. Meanwhile, Cleo mistakenly winds up in a shark-breeding ground, and finds herself being hunted. After figuring out Cleo's location with Max's help, Lewis heads for his boat, just as Charlotte catches up with him. When Charlotte attempts to remind him that he was no longer supposed to talk to Cleo anymore, Lewis proceeds to interrogate her over why she stole his phone, in the process eventually figuring out that Cleo had not simply given her the locket as Charlotte had claimed. Seeing Charlotte's true colors, Lewis breaks up with her, goes to save Cleo, and gets back together with her after apologizing for his behavior. Unfortunately, by choosing Cleo over Charlotte, Lewis has created an enemy more powerful than they could imagine.


  • Jared Robinsen as Neil and Caroline Kennison as Lisa are credited in the episode, but they don't show up.
  • Rebekah Madden-Fisher as Amber is not credited, but she appears in three scenes in JuiceNet Café.



  • Lewis and Cleo renew their relationship in this episode.


Cleo: What is going on? The dishes aren't done and dad's going crazy.
Kim: I'm not your slave!
Cleo: Of course not. I pay you!
Kim: Yeah but, I can't be bothered anymore. Sorry, I quit.

Don: Your home. Good. The dishes?
Cleo: Oh, right. Sure. Can I just get changed first?
Don: Cleo, we share the chores in this house. You should have done them this morning when I asked.
Cleo: I'm sorry! Look, I'll do them soon.
Cleo: OK! I'm just getting changed, first!

Charlotte (to Cleo): Look at you. You call yourself a mermaid. You're pathetic. (takes Cleo's necklace) You don't deserve this. It was my grandmother's. And now it's mine. Just like it always should have been.

Cleo (distraughtly leaving voice-mail for Lewis): Lewis, you really let me down. I always thought that you, um, you were on my side and I was on yours. I thought deep down, that you, um, still cared for me. I guess I was wrong.

Lewis: Did she really just give you that? (looks at Cleo's locket) Be honest with me.
Charlotte: (scoffs) Of course not. I made her.
Lewis: Well, what's that supposed to mean?
Charlotte: It means she's lost, Lewis. In more ways than one. (She smiles gloatingly at Lewis who glares at her and walks away) Don't do this, Lewis. If you leave, that's it. Understand? You know you can't have it both ways, Lewis. Your going to have to choose: it's her or me.
Lewis: There really is no choice, Charlotte. I never want to see you again.
Charlotte: What, so you're dumping me?
Lewis: Absolutely.

Lewis: It's just us. You and me? If you wanna.
Cleo: You mean as friends?
Lewis: I mean a lot more than friends. (Cleo and Lewis kiss)




H2O - just add water S2 E25 - Sea Change (full episode)

H2O - just add water S2 E25 - Sea Change (full episode)