We open in the small town of Arkham, which is located somewhere in Massachusetts. This town has a reputation for many strange and unexplainable events in it's 300 year history, but the most strangest is yet to begin.

On the outskirts of Arkham, there is a burnt down ruin of a mansion. In the cellar of said ruin, a young man is digging frantically into the earthen floor. He is determined and beads of sweat glisten on his forehead. He keeps muttering to himself, "It's here, it's here." Suddenly, his shovel hits something, quickly he digs up a small metal box, which looks as if it has been buried for over a hundred years. Exhilarated, the man quickly picks up a small crow bar and pries open the box. He pulls out what appears to a book of some kind, with strange writing on it. "At last." he cries. "I have it! The Necronomicon!"

A few nights later, in San Francisco, Phoebe wakes up screaming. Prue and Piper come running into her room and ask what's wrong. Phoebe replies that she just had a horrible nightmare, in which she saw the end of the world.

With their experience in 2024 still fresh in their minds, Piper wonders if this could be a sign of Rex's return, but Phoebe doesn't think so. She thinks this is something far more dangerous.

Phoebe also describes creatures she had seen in her nightmare, beings that looked to be half-human and half squid-like. She mentions a name that came to her as well: Arkham, which she feels is a small New England town. When Prue and Piper ask if she is sure about that, Phoebe replies that she is.

Worried, the Halliwells decide to consult the Book of Shadows. Soon they come across a picture of a creature like the ones Phoebe saw in her nightmare. Beside the picture is an account of a long ago battle:

"Many thousands of years ago, when the ancient Sumerian civilization was flourishing in what we now call the Middle East, the Earth was invaded by the Old Ones, evil entities from somewhere beyond the stars. These beings wrought death and destruction throughout the land. They converted humans to their side, transforming the humans into the squid creatures. Finally the greatest sorcerer of Sumeria, Gilgamesh (who became the source of all the legends of the hero of the same name), was forced to act. He cast a great spell, which banished the Old Ones from Earth and sealed them up in another dimension. However, before they were banished, the Old Ones left behind a key, the Necronomicon, a book of spells which could lead to their release. Twelve copies of the Necronomicon were printed and over the succeeding centuries, eleven of them had been found and destroyed. The twelfth was never found. Finally the story ends with a cryptic message: From without the key is all powerful, but from within it is useless."

The Halliwells now consider what has happened, that someone has found the long lost twelfth copy of the Necronomicon. When Piper asks how they can stop this person, Phoebe says that maybe finding Arkham would be a start. The Halliwells dig out an atlas of the United States and go over the New England area. Soon enough, they find the town of Arkham, Massachusetts.

Upon landing in Boston, the Halliwells rent a car from the airport and head out into the country. On the way, Phoebe has a vision, the vision shows the ruined mansion we saw at the beginning of the story.

When they arrive in Arkham, the Halliwells drive around until they locate the ruins. When they try to ask around about it, no one will talk to them. One old lady says something about secrets that are better left buried.

When they ask the local police for help, they reply that they have their hands full. A young boy has gone missing and his parents are worried sick. The police cannot help the sisters at this time.

The Halliwells then decide to go to the town library to see what they can dig up. Going through newspaper clippings from the last century, the sisters soon piece together the story about the ruined mansion:

"The mansion had once belonged to a man called Jonas Henry, who was an archeologist who specialized in Middle Eastern history and legends. He had made many trips to the Middle East over the years and had brought back many priceless artifacts. However, in 1873, Henry had gone to the Middle East and returned a changed man. He made cryptic statements about the find of the century and had secluded himself in his mansion. The townsfolk thought nothing of it, until children began to disappear. Soon the local police were tipped off by a witness who had seen a man, answering Jonas Henry's description, grab a child who was fishing at a nearby lake. The police went to Henry's house to make inquiries, but when Henry refused to answer the door, they broke in. In Henry's basement, they found the archeologist covered in blood, babbling about the "Old Ones". On several self made alters, the police found the bodies of the missing children. Henry had cut their throats, intending to make some kind of blood sacrifice. Henry was soon committed to a mental hospital where he spent the rest of his life. The police searched for some clue as to what had happened to the man, but since they did not know what they were looking for, they found nothing. The mansion was abandoned and finally burned down when it was struck by lightning in the summer of 1895."

After finishing their research, the Halliwells decide to check out the ruin themselves. After picking up some digging tools, just in case their might need them, they head out. Upon arriving, they see that someone indeed has been there before them. The basement floor is all dug up.

Suddenly Phoebe has another vision, one of an old tree out in back. Phoebe says they should dig for something at the base of the tree, on the side facing the ruins.

Upon digging on that site, the sisters dig up another metal box, and inside they find the journal of Jonas Henry. Upon reading it, the Halliwells find that Henry had indeed found the Necronomicon in 1873, when he was excavating an ancient city in the Middle East. Excited, Henry had brought the book back to the United States with him, intending to unlock it's secrets. Subsequent entries in the journal become more and more erratic, as Henry's mind became unhinged. The journal closes with Henry proclaiming that he intends to bury both the Necronomicon and this journal so that the secrets he discovered would be his alone.

Prue says that whatever Henry had read in the book, it had driven him mad, and now it seems that someone else is in possession of it.

Suddenly the sisters hear a man's voice, coming from a nearby woods. The man seems to be chanting.

Following the chants to their source, the sisters run across the same young man we saw at the beginning of this story. He has built an alter out of wood in the middle of a clearing. Laying on the alter is a young boy, the same young boy who had gone missing. He is unconscious, but alive. Above the alter, some kind of rift appears to be opening.

Holding the Necronomicon tightly in his hands, the young man sees the sisters for the first time. Because of the current state of his mind, or perhaps just glad to have an audience, the young man explains what is happening. His name is Howard Baker, and he had been a grad student at Harvard, where he had studied the history of the Middle East. Like Jonas Henry, Baker had become fascinated with stories of the Necronomicon, even writing several papers about it. But no one at the university had taken his papers seriously, telling him he was wasting his time on old fairy tales. Baker countered that Jonas Henry had found something in the Middle East, something that had driven him mad. Baker stated that it only could have been the Necronomicon, but everyone just laughed harder. Enraged, Baker had gone to see the Dean, but the Dean wouldn't listen, telling Baker he should stop this nonsense. A shouting match had then broken out, which ended with Baker punching out the Dean. Although charges were never pressed, Baker was expelled from Harvard. Determined to prove himself, Baker had come here to Arkham to find the Necronomicon himself. After weeks of searching, he finally found it.

When the Halliwells ask why is Baker doing this, he says that it wasn't enough to prove that he was right, he now wants to bring the Old Ones back to Earth so he can have the control over their powers. He states that Henry did it wrong, he sacrificed the children too soon, the sacrifice has to be made once the Old Ones come through the rift, which is growing still larger as Baker speaks.

The sisters try to reason with Baker, telling him that if the Old Ones come back, the world will be destroyed, but Baker won't listen. Like Jonas Henry before him, Baker is going insane. He dismisses the Halliwells and turns back towards the alter, getting ready to make the sacrifice.

Quickly, Piper uses her powers and freezes Baker where he stands. Prue and Phoebe run over and grab the boy off the alter, but the rift is still growing. The sisters wonder how they can stop it.

Suddenly, Prue seems to remember something. With her powers, she causes the Necronomicon to be ripped out of Baker's hands, just as Baker unfreezes. Prue then shoots the Necronomicon through the rift. Screaming in rage, Baker hurls himself after it, he passes through just as the rift closes up.

When Piper and Phoebe ask what has just happened, Prue quotes from the Book of Shadows: "From without the key is all powerful, but from within it is useless." The Necronomicon had been the key to the dimension in which the Old Ones had been imprisoned. From our universe, it could open the rift, but from their side, it is useless to them. The Old Ones, along with Howard Baker, are now forever trapped in that dimension.

Picking up the unconscious boy, which they will return to his family, the Halliwells head back to Arkham as we fade out.

This story is dedicated to the memory of one of the greatest horror writers of our time, without who's inspiration this story would not have been possible: Howard Philip Lovecraft, 1890-1937.