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We open on a chilly San Francisco night. The sky is clear, and the stars shine through it with a great brilliance. The moon is bright and full. There is a loud crash coming from the basement of an old, abandoned building. The Halliwells burst into the makeshift, basement lab in search of a beastly demon. "Where'd it go?" gasps an out of breath Phoebe as she glances about the room. As Prue takes a few steps into the room, a chair comes flying out of nowhere, and heading straight for her. Piper throws up her hands and freezes it just as it is about to hit Prue full-force. Prue takes a major sigh of relief and steps out of the way, "Thanks, Piper." Piper responds, "No problem. Anytime." Phoebe spots the frozen demon and points it out to her sisters, "Look! There he is, behind that shelf!" Prue uses her power to send the chair barreling into the demon. Piper unfreezes time just as the chair knocks the demon backwards into a table full of glass test tubes and beakers. The creature's moans and cries fill the room. The sisters move closer to the table to take a better look. The sounds of the creature grow fainter and fainter, and by the time they reach the table, the creature is gone. "Where is it?" asks a worried Piper as her eyes dart across the dark room. All of a sudden, the demon grabs Phoebe from behind and throws her against another table across the room. She lands with a loud thud, and is knocked out. The impact of her fall forces a small jar filled with a liquid to tip and spill all over her. Although it drenches her, the liquid is absorbed quickly and in a matter of seconds, she is once again dry. Neither Prue or Piper witness this, though. They manage to fight off the demon and send it racing into the night. As soon as they are sure it is gone, they run over to Phoebe to make sure she is ok. "Pheebs, you ok?" asks Prue as she shakes Phoebe gently. "Pheebs?" asks a concerned Piper. Phoebe stirs and opens her eyes, "Huh? What happened? Is the demon gone?" "Yeah, but we don't know for how long," says Piper as she and Prue help Phoebe to her feet. "Yeah we better get out of here," adds Prue as she faces Phoebe, "Are you ok?" "Ummm... Yeah. I think so," says a dazed Phoebe as she tries desperately to fight off her dizziness. With that, the Halliwells head home.

"Ok, we need to find out what this demon was," says Prue as she brings the Book of Shadows down from the attic and into the kitchen where Piper and Phoebe are sitting. As Prue and Piper thumb through the pages, Phoebe becomes dizzy once again. "Ummm... You guys, is it ok if I just head up to bed now? I'm just really tired," explains Phoebe in an attempt to hide her uneasy feeling. "Sure, Pheebs. We can handle this. You go get some sleep," assures Piper. Phoebe tries her best to walk steadily out of the kitchen, but as she is sure she is out of the sight of her sisters, she struggles upstairs and is obviously in tremendous pain. Phoebe manages to get her pajamas on, but as soon as she finishes this task, she collapses into bed and tries in vain to get to sleep.

"I'm worried about her, Prue. She took a really big fall tonight. Do you really think she is ok?" asks a troubled Piper. Prue looks up from the Book and faces Piper, "I'm sure she's fine. If there is a problem, we'll know. Now, let's find out what this demon was. I know it was dark, but the demon was very large and it had glowing green eyes." Piper adds, "It had really brute strength, and... Ummm... Oh and it had really long and curly hair." "That's it? We are not going to find anything with this information. Tomorrow we should go back to that lab, and see if we can find something else," suggests Prue as she closes the Book. "All right. Good night, Prue," says Piper as she heads upstairs. "Good night," responds Prue.

Phoebe lies still in bed and waits for her sisters to turn in for the night. When she is sure that both are sound asleep, she stumbles out of bed and downstairs. Again she seems to be in tremendous pain, yet she remains silent so as not to wake Piper and Prue. She slowly makes her way to the couch and sits. "What the hell is wrong with me?" she wonders to herself. Again she feels a shooting pain surge throughout her body. She tenses up entirely and waits for the pain to stop. Only, it doesn't pass this time. She is able to bear it for a few minutes before she passes out, face down, on the floor beside the couch.

Piper awakens with a start. "Something's wrong," she thinks to herself as her uneasiness grows. After getting up, she throws on her robe and heads to Phoebe's room to check on her. She is surprised to see that Phoebe's not in bed and looks in on Prue. "Well, maybe she just couldn't sleep," thinks Piper as she walks downstairs. As she reaches the foot of the stairs, she is met with a horrible sight. She sees Phoebe passed out beside the couch and runs to her. "Phoebe? Phoebe?!" yells a panicked Piper as she turns Phoebe over and checks her pulse. "Prue! Prue!" screams Piper. A startled Prue jumps up out of her deep sleep and looks to see what the commotion is. "Huh? Piper, what? What is it?" she asks, half dazed with sleep. "It's Phoebe! Something's really wrong! She's passed out, and she's burning up!" shouts a distraught Piper. "Oh my God!" says a now alarmed Prue who rushes downstairs to help. She checks Phoebe herself and says, "Oh God, you're right. Uh, we have to call an ambulance, now!" Piper rushes to the phone and dials 9-1-1.

Phoebe is rushed to the ER of San Francisco General Hospital. Piper and Prue look on as a flood of ER doctors and nurses work on their sister. A nurse directs them to go to the waiting area, and they immediately protest. After a bit of an argument, they relent and take a couple of seats in the waiting area. "Oh God, Prue. What are we gonna do?" asks a troubled Piper. "I don't know, Piper. I just hope that she's gonna be ok," responds an equally upset Prue.

Back in the ER, the sound of a flat-lined monitor can be heard. A doctor stands over a body that has a sheet pulled over it's head. He is young, in about his mid to late twenties. He has sandy blonde hair that is cut short, and he stands about 6'2" tall. "Time of death: 3:47 am," says the doctor solemnly. He turns to a brown-haired nurse who enters the room. "How is the young girl they brought in a few hours ago, Phoebe Halliwell?" he asks. "She has stabilized, doctor. They have her in Trauma 2," the nurse responds. The doctor heads over to Trauma 2 and the brown-haired nurse follows close behind. He takes Phoebe's chart from a red-headed nurse who's already in the room. "Have the blood tests come back yet?" he questions as he peruses the chart. "No sir, not yet," answers the red-headed nurse. "Ok, then page me as soon as they do come back. And her family?" he asks. The brown-haired nurse replies, "Her sisters are in the waiting area." The doctor walks out of the ER and over to find Piper and Prue.

Prue notices the doctor as soon as he enters the room and looks at him anxiously. Piper notices her sister's reaction, and turns to look at the doctor. "Ummm... I'm looking for the family of a Phoebe Halliwell," he says while gazing about the room. Piper and Prue jump up immediately and ask, "How is she? Is she gonna be ok?" The doctor invites them to sit down again so he can explain, "My name is Dr. Larry Drake. I've been treating your sister since she was brought into ER. Now she was in very bad shape when you arrived, but we were able to stabilize her. She is going to remain in Trauma 2 until we find out the results of her blood test." "Do you know what's wrong with her?" asks Piper. "No, I'm afraid not. She has no evidence of physical trauma or of any disease. Frankly, we're baffled. We are hoping the results of her blood test will provide us with some answers," he replies. A beeper goes off before anyone can speak another word. Dr. Drake checks his pager and realizes that the blood test is in. "That's the lab. Your sister's test results are in. I'm going to take a look at them, and see what I can do. Both of you sit tight and I will be back as soon as possible," he says as he stands and walks out of the room. Piper and Prue give each other a solemn look and sit and wait.

"This doesn't make any sense," mutters Dr. Drake as he looks over the results. "I know Larry. It seems that there is nothing in her system that could cause this," remarks another doctor as he faces Dr. Drake. This doctor is slightly older than Larry. He is around his late thirties or early forties, and his hair and beard are black with a touch of silver-gray. "Yes, but there has to be something wrong. Everything points to poisoning, but there is no evidence. There is no way that what is happening to her is from natural causes. This has to be a mistake," protests Larry. "Larry, we have already taken several blood samples to make sure. There is no mistake, she is dying. The her system is shutting itself down," explains the other doctor. "But how? There is no poison, no physical wound, no needle marks, and no drugs. I just don't get it," states an exasperated Larry. "The only thing that we can do now is make her as comfortable as possible. We have exhausted all our resources. There's nothing more we can do. The nurse has informed me that she has regained consciousness. I think you should go and tell her sisters everything that we have discussed here," explains the other doctor.

Dr. Larry Drake walks slowly down the hall towards the waiting area. "God, I hate this part," he mutters to himself as he dreads the task before him. He finds Piper and Prue huddled together, anticipating some news on their sister. He sits down and tells them they are moving Phoebe to her own room. "That's good, right?" asks a hopeful Piper. "No, I'm afraid I have some bad news..." Larry explains that Phoebe's system is shutting itself down and that they have no idea why it would be doing so. He tells them that there is nothing more to be done. "In short," he goes on, "Your sister is dying." Piper and Prue, gripping each other's hands, just sit and stare as hot tears stream down their faces.

When they enter Phoebe's room, they realize that she knows she is dying by the expression on her face. They all stare at each other through the blurry tears momentarily, and embrace each other tightly. "We are going to find a way out of this," assures Prue. "How, Prue? They said that there's nothing more to do. What else is there?" questions a melancholy and weary Phoebe. "Something doesn't add up about this. Dr. Drake said that there was no reason this should be happening. That doesn't sound a little strange to you? Phoebe, this started last night right?" asks Prue. Phoebe nods her head. "Was that before or after we fought that creature in the lab?" inquires Prue, who was obviously on to something. "It was after. I felt fine until he threw me into that table and knocked me out," says Phoebe, catching on to Prue's theory. Piper also understands the situation, "What do we do?" Prue starts up, "I'm going to check out that lab again. Maybe I can find something to help us." Phoebe gets a worried look on her face, "Wait, Prue. What if that creature is there?" "I'll be ok, Phoebe. I promise," says Prue as she gives Phoebe a kiss on the forehead and walks out the door. "I hope she's right," says Piper as she sits by Phoebe's bedside.

Dr. Drake, now dressed in his regular clothes, enters that same lab. "Doctor Johnson?" he asks while searching about the trashed room. "Larry, glad you could come," says the other doctor from before as he seemingly steps out of the shadows and startles Larry. "Stephen, you scared me. Why did you want to meet me here?" asks Larry as he settles his nerves. Dr. Johnson walks over to a refrigerator and opens the door, "Well, Larry, I have been working on a little side project. An experiment, if you will, and wanted you to help me test it out." Curiously, Larry asks, "What is it you are working on?" "Well, it's a mixture really. I cooked it up on accident one day and just decided to see how far it would take me," explains Stephen as he grabs a bottle of the same liquid that spilled over Phoebe. "What were you aiming for?" questions Larry suspiciously. Stephen opens the bottle and quickly chugs down it's contents. Larry watches on in horror as he turns into the same demon that the Halliwells fought the night before. He stands about 7'1" tall, has dark and curly hair, claw-like hands, a well built physique, and glowing green eyes. "I want to rule the world!" the creature growls. "What the...?!" screams Larry as the creature springs towards him. Larry manages to get out of the way, but not before he slips and cuts his arm on some broken glass. Larry leaps over tables and the creature uses its brute strength to overturn them. Larry is backed into a corner and is about to have his throat slashed when Prue bursts through the door. She sees the creature poised to strike and uses her power to send him crashing through a window. The surprised creature yelps and runs off into the dusk.

"Are you ok?" asks Prue as she helps Larry to his feet. "Ummm... Yeah," he says, still in shock. "What happened?" questions Prue. A stunned Larry tells Prue about Dr. Johnson and the experiment. "Why are you here? And, how did you do that to him?" asks Larry, finally realizing who she is and how she threw him out. After contemplating for awhile, she decides that he knows too much and she has to tell him who she is. She slowly explains to him that she and her sisters are witches, the Charmed Ones. She also explains that she is there to find something to help Phoebe. "You have to promise to keep this a secret. You can never let anyone know who we are. It is far too dangerous," she explains. Larry, still a little skeptical, agrees. Prue spots the bottle that Dr. Johnson drank earlier. There is a little bit of liquid pooled up at the bottom of the bottle. "Is that what he drank?" she asks Larry. He nods and she picks up the bottle. She walks over to the table that Phoebe was thrown against. She finds the jar that spilled. She takes note of the small puddle of liquid on the floor. "It looks like it's the same stuff," Larry observes. Prue looks at him and asks, "Is there anyway to find out what it is, exactly?" He grabs her hand and leads her out of the lab, "We can take it to the hospital lab. Come on."

As Larry gets his arm stitched up, Prue checks in on Phoebe, who is fast asleep. "How is she?" Prue asks Piper. Piper describes the situation, "The medication wore off, and the pain came back. They gave her some more, and she was able to get a little rest. She's scared, Prue. And I am too. Did you find anything that would help her?" "I'm not sure. We did find out who the creature is," says Prue. "We?" inquires Piper. Prue explains how she saved Larry, that he knows about them being the Charmed Ones, and how the creature was actually some crazy doctor who whipped up a potion. "What? What is he, like the real life Dr. Jekyll?" speculates Piper. "I guess. Dr. Drake and I are going to see what is in that stuff we found. It might have something to do with what is happening to Phoebe. You stay with her, ok? Let me know if anything changes. I'll be in the hospital lab," says Prue as she hugs Piper and walks out of the room.

As Prue leaves the room, Phoebe stirs and awakens. "Prue? Is that you?" she asks in a groggy voice. Piper notices Phoebe is awake and sits by her bedside. "Hey sweetie. How are you feeling?" she asks. Phoebe becomes a little more alert and tries her best to sit up, "I'm a little better. I think the medicine kicked in a little. Was Prue here? I thought I heard her voice." Piper helps Phoebe get comfortable and adjusts her bed, "Yeah, she was just here. She thinks she found out what that creature was. She's in the lab with Dr. Drake now. They're testing something that might be able to help you." "What? Does he know about us?" asks Phoebe, who seems to grow paler by the minute. Piper explains to Phoebe what Prue had told her. Phoebe understands and starts to fear that what they found will not help her, "I'm really scared, Piper. What if that stuff doesn't help? What then?" Both of their eyes fill with tears and Piper takes Phoebe's hand in hers. They stare at each other with intense emotion and Piper does her best to mask her fear, "It will help, Phoebe. It has to."

Prue finds Larry in the lab where he has already begun testing the compound. After about an hour or two, they find that everything in the mixture is organic and not deadly at all. "That's why nothing showed up in the tests we ran. These are all organic plants and extracts. None of them are poisonous, so I don't understand how this could be the reason your sister is dying," says a puzzled Larry. Prue's suspicions begin to grow, "There has to be something more to this. You said that this creature was actually a colleague of yours and that he drank this and turned into that thing. He has to be a warlock or demon of some kind. I don't see any other possibility. This stuff is probably a potion that was blessed with a spell of some sort." "Ok, so tell me how a potion can be fatal when a person just says a few words over it," questions an unconvinced Larry. Prue is quick to defend her theory, "Look, I know that all of this is hard to believe, but it's all true. I used to be just like you, but everything changed when I learned the truth. Now you know the truth, and my sister is dying. I need your help, whether you believe in this or not. Please." Larry takes Prue's impassioned plea to heart, "Ok, I'll help you in any way I can. I could search through Johnson's office. Maybe he has something in there." "Good. I'm going to stay with Phoebe while you do that. She needs all of us now," says Prue as she walks out of the lab and heads for Phoebe's room.

Larry carefully picks the lock on the door to Dr. Johnson's office. He checks the hall and then slips quietly into the room, locking the door behind himself. He creeps over to the desk and tries to open the drawers. They too are locked and after a few minutes of searching, Larry discovers the key behind a few medical journals. One at a time, he carefully empties each drawer and searches its contents. By the time he reaches the last drawer, he is completely frustrated, and he just dumps everything on the floor. He rifles through the items, and still finding nothing useful, he starts to put everything back inside. It is then that he stumbles upon the drawer's false bottom. With a nagging curiosity, he opens it up.

Meanwhile, Prue tip-toes into Phoebe's room. There she finds both Piper, and a now very pale and sickly Phoebe fast asleep. She gently wakes Piper and tells her to go get some rest and something to eat. Piper agrees, but refuses to leave the hospital. "I'm not leaving, Prue. I want to be here in case you need me. The intern that is working with Dr. Drake said that I can get some rest in the lounge on this floor, and I can grab some food in the cafeteria," whispers Piper. "Ok, but promise me you will do that," Prue whispers back. "I promise. And you get some rest yourself, you look exhausted," says Piper as she leaves the room. Prue takes a seat alongside Phoebe's bed and watches her sleep. "God, she's getting worse. If we don't find something soon... No, I can't think like that. We will find something," Prue thinks to herself. But her fears begin to get the better of her when Phoebe starts to have a coughing fit and trouble breathing. After the panic of the fit, Phoebe is wide awake and terrified, as is Prue. "You're ok, Phoebe. You're gonna be fine. We are gonna find something to help you," assures a worried Prue as she tries to regain her composure. "Prue, I don't have too much time left. I can feel it. It's too late for me..." says Phoebe in a voice so weak, it sounds like a faint whisper. The tears flood Prue's eyes again. She holds Phoebe's hand and they just look at each other. Prue is determined to save her sister, "I'm going to find something, Phoebe. That I promise you. I won't let you die here. Not now, it's too soon. We haven't had enough time...We lost so much after Grams died....We haven't had the chance to make up for that yet." Both sisters have tears streaming down their faces as they hug each other. Phoebe is able to strengthen her voice as they let go of each other, "I know, Prue. I wish that we never lost that time. And I know that it didn't seem like a long enough time, but we did get through it. We were reunited, and that's what matters. I love you, Prue." Prue smiles and says, "I love you too, Pheebs."

Their touching moment is interrupted by Larry as he enters the room. "I found something," he states. Prue and Phoebe look up at him and ask, "What?" Larry hands over a collection of papers that look to be about 100 years old. As Prue reads them, something clicks in her mind. Holding up a piece of the papers she says, "He's a warlock. This is the spell he used to bless that stuff. This is what is killing Phoebe. Piper and I have to get to the Book of Shadows. Now maybe we can find something on this guy. Pheebs, will you be ok?" "I'll be fine, Prue. You go and get this thing," she says faintly. Prue gets a reluctant look on her face, but Larry assures her that he will stay with Phoebe and keep a close eye on her. Prue then gives Phoebe a hug and kiss on the cheek before running out to find Piper.

She finds Piper in the lounge and fills her in on what Larry had found. They race home and up to the attic. There they watch as the Book opens up to a page on its own. Piper reads the page aloud, "The two faces of evil. The two faces of evil are that of a warlock and of a demon. They can be potentially deadly by themselves, but if properly combined, the result is almost invincible. The combination has yet to prove completely successful, but many have come close. The closest to achieve this goal was an old warlock named Stephen Johnson. In the late 1700s, he attempted to mix the potion needed to become the demon-warlock mix, but was stopped by a young witch named Mary Warren Halliwell. She started to recite the charm that would banish his soul forever, but he killed her before she had the chance to finish. The charm was effective enough to prevent him from becoming the full demon-mix, but it allowed him to be rendered almost immortal. He walks the earth seeking to succeed in his original plan, and plotting revenge on the Halliwell line. The potion is a very powerful poison that will cause a witch to die in a very slow and painful manner." Prue looks up at Piper and says, "That's why he led us to his lab. He wanted to kill us." "And he might just succeed in killing one of us," adds Piper grimly. They both pause in deep thought. Prue then takes the book and starts to leaf through the pages for a way to reverse the effects of the potion on a witch. She searches for about 10 minutes before finding something. "Wait. I think I found something," blurts out an anxious Prue. "What is it? Can it save Phoebe?" inquires an equally jumpy Piper. "It says here that Mary had a child who was poisoned like Phoebe. She created a spell and saved her daughter before setting out to vanquish Stephen," says Prue as she reads the passage in the Book. "The spell requires an elixir made from his blood and Phoebe's. Prue, how are we supposed to get his blood? We don't even know where he is," wonders Piper as her excitement dies away and her anxiety settles back in. Prue takes a moment to think. She then grabs Piper's hand and says, "Come on. I think I know where he would be."

Piper and Prue jump into Piper's jeep and drive off to the warehouse lab. "Prue, why would he come back here? He knows we can find him here," states Piper as they pull into the parking lot. "Because, Piper, everything he needs is right here. It looks like it took him years to build that lab, why would he change it on account of us? Besides, he wants us to know where to find him. He'll think it'll be easier to kill us if he takes us out one at a time. He wants to lessen the power of three," explains Prue as they walk into the building and head for the basement. They rush through the lab door and Piper immediately freezes time. The creature stops dead in his tracks. Prue takes out a syringe and draws out some of his blood. "There, that should be enough," she says as she puts a small vile of his blood in her purse and walks back to Piper. All of a sudden, just as Prue is about to mix the charm that will save Phoebe's life, time unfreezes. The creatures springs to life, and Piper yells, "What the hell?! I didn't do that! How did time unfreeze?!" The creature goes into a fit of convulsions, and falls to the floor as Piper and Prue look on suspiciously. The figure of Stephen Johnson jumps up and screams, "Damn it! I thought for sure it would work this time! I'm getting close though. My powers grew, and now I can control time." Prue uses her power and throws him into a wall. Piper runs over to the mixture that Prue had started and begins to finish her work. Stephen gets up and lunges at Prue. She side-steps out of the way and watches as he lands harshly on the floor. After a few minutes of Prue whipping Stephen around, Piper finishes the antidote, "That's it! It's done, Prue!" Prue sends Stephen flying through the air and into a cinderblock wall, which knocks him out. Piper and Prue rush back to the hospital to save their sister.

When they finally reach Phoebe's room, they are surprised to see Larry performing CPR on their sister. "Oh my God! We're too late," exclaims Prue as she watches Larry trying frantically to revive Phoebe. "No we're not," says a determined Piper as she grabs the vile from Prue's hands and runs over to Larry. "Here. Put this into her IV line," instructs Piper as she hands him the bottle. He quickly does as she says, and empties the vile into Phoebe's IV. He continues CPR as the antidote slowly drips into her system. He is able to revive her just as Stephen bursts through the door. "I'll kill you all!" he screams. He charges Prue, and tackles her to the ground. As they both tumble across the floor, they knock Piper into a wall, head first. Piper falls unconscious to the floor, as Stephen rises and seizes Larry. The two struggle on the ground for a while before Prue manages to pick herself up. She grabs her purse and takes out another small vile of the antidote. She fills the syringe from before with it and jabs it into Stephen's neck. He cries out in pain and loosens his grip on Larry. Larry then sucker-punches him in to face. Prue rushes over and wakes up Piper, "Piper! Come on! We have to cast the charm now!" A groggy Piper opens her eyes as Prue and Larry help her to her feet. "Come on Piper. Now is our only chance!" yells Prue. In unison, both Piper and Prue begin to chant,

"We banish you back to the fires of Hell!
We triumph over your evil spell!
Return to the abyss of isolation!
We vanquish your vile creation!
We banish the evil that you brew!
We banish your evil face of two!"

Stephen struggles to his feet, but again collapses in pain. "NOOOOO!" he screams as he vanishes in a fiery light.

Phoebe stirs as Piper and Prue walk over to her. She opens her eyes and looks about the room. "Pheebs? How do you feel? Are you ok?" asks Piper as she strokes Phoebe's hair. Phoebe looks at her and Prue, and then tries to sit up, "Whoa...Ok, I feel a lot better, but not that much better." "You have to take it easy for a while. Your body has been through a rough time. It needs to heal," says Larry as he checks her pulse, "Your pulse is strong now and the color has come back into your face. I want to run a few tests to be sure, but you should make a complete recovery." Piper tries to let out a big sigh of relief but is met with a pain in her side, "Ow..." Larry walks over to her and checks her out, "Well, there's nothing broken. I think you just have a few bruised ribs, and a bump on the head. How about you, Prue?" Prue turns to him and replies, "No, I'm ok. I'm just happy that we got here in time." "Me too," says Piper as she carefully bends down to give Phoebe a hug. Larry, after promising them to keep their secret, leaves to get some rest before his next shift. "I love you two. I can't say that enough," says a sleepy, but grinning, Phoebe. "And we love you," says and equally tired Prue and Piper. The sisters give each other one last hug before settling down for a good, long, and well-deserved nap. We fade out as the Halliwells sleep off a good day's work.