DISCLAIMER: Based on the Spelling Productions television show, Charmed, created by Constance M. Burge. All Charmed characters are the property of Spelling Productions, with the exception of the characters of "Paul", "David" and "Daniel" which are mine. This is my first attempt any type of fan fiction. Any feedback greatly appreciated.

It was Sunday and there wasn't a great deal to do. Phoebe Halliwell figured that if she couldn't freeze time, like her sister Piper, then she might as well kill some. Her chosen method for doing so was sitting up in the attic, browsing through the Book of Shadows. As she idly flicked through the pages a spell caught her eye.

To release from dark, what you cast into night,
Stand where you set matters right
Then five times these words recite
Banished ones return to light"

"Why'd anyone ever want to use that?" mused Phoebe "We have enough trouble getting things to go away without giving them a return ticket."

Downstairs, Prue was catching up on some of last week's paperwork and Piper was in the kitchen trying to perfect her latest recipe. Suddenly, a man appeared right behind Piper and grabbed her. Before Prue could move the intruder away from her sister he disappeared again - with Piper. Two more men materialized in the front room. One reached towards Prue. She hurled them backwards and sprinted for the stairs, making for the attic - and the assistance of Phoebe and the Book.

She almost made it! Just as she gained the topmost landing, one of the attackers appeared in front of her and Prue ran straight into his grasp.

Phoebe had heard the thuds as the two attackers, Prue dealt with, hit the floor and then Prue's footsteps as she raced up the stairs. Phoebe ran across the room to get out of the attic to help her eldest sister. She had just reached the door when Prue and her assailant disappeared. The third came up the stairs heading straight for the attic Phoebe waited until he got close, and slammed it in his face.

On the landing, Paul faced his brothers.

"So," asked the tall blond, "Two of them are ours. Why did you not get the third?"

"We can't" answered Daniel, nursing a nosebleed "She's locked the door and when we try to teleport into the room, nothing happens.

"That's because these are out of juice," added David condescendingly. Daniel's twin brother held up his right hand to show a gold ring set with a large amber stone. On his right hand Daniel wore a matching artifact. "Unlike you, little brother, our daddy wasn't a warlock."

Paul pulled his brother's brown hair viciously, snapping David's head backwards. "Don't talk to me in that tone of voice, big brother. I don't like it. Now, why don't you and Daniel go and keep an eye on our guests. I'll deal with the last one." Paul touched the rings his brothers wore. They flared brightly a moment, as their powers were regenerated. The twins disappeared and Paul teleported into the attic.

Phoebe was ready for him - with a baseball bat. As Paul materialized she launched a double handed swing that knocked the warlock to the floor. Phoebe stood over him, keeping within swinging range but out of Paul's reach.

Paul looked up at Phoebe, "You win this round, Phoebe Halliwell, but I still hold your sisters. They're at the disused boathouse on Pier 42 and at midnight I'm going to cast a little spell on them that will give me their powers. Join them and all three of you walk out alive but 'uncharmed'," Paul laughed at his own joke and continued, "Or I take their powers, kill them and come after you."

"Be seeing you," laughed Paul as he teleported away, his laughter echoing hollowly in Phoebe's ears.

* * *

"Phoebe, it's not there," said Andy, "Wherever they've been taken it isn't Pier 42" "But he said the disused boathouse on Pier 42," insisted Phoebe.

She'd called Andy and thinking faster than she'd ever done in her life, told him that Piper and Prue had been abducted and that she had a phone call telling her to take the ransom to the disused boathouse on Pier 42. It had the advantage of not being too far from the truth. Andy, and the SFPD and swung into action before hitting a snag. There was a Pier 42, it just didn't have a boathouse - disused or used.

"You must have heard wrong! Look, I've got half the Police Department turning the dock area upside down. If Prue and Piper are there we'll find them. Just stay by the phone. I'll call if we find anything"

As she showed Andy out, Phoebe's heart sank. This warlock appeared powerful enough to hide a whole building from the San Francisco Police Department, and even worse, able to capture two of the Charmed Ones in their own home. Only luck had stopped him from getting her. That probably qualified him as needing a solution involving the Power of Three. Not for the first time, Phoebe wished her power were more active. If she had something she could use to get in to the boathouse and free her sisters, the three of them would teach Paul and his siblings not to mess with the Halliwells.

"Or better still," thought Phoebe suddenly, "Not to mess with me! Maybe I can exchange my power for another one. It doesn't have to be forever, just today!" She reached the attic in under a minute and less than 30 seconds later, she had the Book of Shadows open.

Three hours later, Phoebe felt worse than ever. She'd gone through the whole book, almost line by line, twice or more, and had, it seemed to her, found every spell, and invocation suitable for every purpose, except the one she needed. Phoebe paced the floor of the attic, trying desperately to think of something. Finally, in a fit of anger and frustration, Phoebe screamed "Damnit! This seeing the future is all fine, but I don't want a Phoebe who can see the future. I want a Phoebe who can kick ass!" Phoebe caught a glance of her furious expression in the mirror. "Calm down Pheebs," she told herself. "The last time you looked that hacked off was when..." Phoebe grimaced at the memory she'd just conjured up. There was a Phoebe who could kick ass. But that Phoebe could be found in only one place in Halliwell Manor. In the basement.

* * *

Banished ones return to light
Banished ones return to light
Banished ones return to light
Banished ones return to light
Banished ones return to light

Phoebe completed the invocation. From the centre of the room came a sound like steam escaping a pipe. But what came out of the floor wasn't steam. It was black and swirling, menacing and completely evil.

"Phoebe", hissed the Woogyman, "Why do you release me?"

"I want you back," Phoebe said, trying to keep the fear from her voice, "I need the power you gave me when..."

"And what do I get in return?"

"Another chance," she said softly, "When I don't need it anymore, I'll either be able to banish you again or, " Phoebe paused, then finished, "You'll get me forever!"

"Not enough. I want their dreams, the children's dreams."

"Why?" demanded Phoebe

"Children believe in me. To children belief is more real than reality and what they believe in exists. I will make them believe in me. Then I will have power over them, as I did you. You believed in me, and believed you could not fight me," it gloated, "so you couldn't, and I turned you easily. If your sisters hadn't reminded you of that nursery rhyme..." it finished, spitting the last two words out contemptuously.

Phoebe thought carefully, As a Charmed One she had to protect the innocent and who was more innocent than a child. But without the Charmed Ones, things could get a lot worse than giving just San Francisco's children nightmares. Then there was the risk of what could happen to her. She might save her sisters only to end up killing Prue and Piper herself. She might not be able to do anything about that part, but maybe she could do something to help the children.

"A chance at me, forever. And their dreams," agreed Phoebe, staring straight into the writhing, evil maelstrom, "For tonight only."

"Done!"

* * *

In her bedroom, Phoebe examined herself in the full-length mirror. Then she looked down the length of her reflection. Where her gaze passed, things changed, her nails and lipstick became blood red, and the sweater and jeans she was wearing became a revealing low-cut black dress with a hemline so high it only just qualified for the term. Phoebe smiled at her new reflection, "Dressed to kill," in her hand a dagger appeared out of nowhere, "literally."

Pier 42 was deserted. It also, as Andy had said, didn't have a boathouse. She'd arrived at 11:50 p.m. She could have got there earlier but rescues were never convincing unless they happened at the last minute. Hell, who'd ever heard of a successful five- hours-before-death rescue. Anyway, it wouldn't hurt to let her sisters worry a bit, they'd be even more grateful. She walked along the pier and was almost at the end when a voice behind her said "I knew you'd come."

She turned to see Paul and a building that hadn't been there a minute ago. "Nice trick," she purred, "If we weren't trying to destroy each other I'd ask you to show me how to do it."

"You can cut the seduction trick. It won't work. Talking of tricks, you can't throw me against a wall or freeze me, but I'd hate to walk into another baseball bat, or worse." Quickly Paul searched Phoebe and found nothing. "Good, Now walk in front of me, into the boathouse, and then enter the Circle with your sisters."

Phoebe did so. Inside the boathouse looked just like an old aircraft hangar, although slightly smaller. It was dark and decaying. At one end of the building stood two candlesticks each holding an enormous lighted candle, which provided the boathouse's only illumination. At the other was drawn a magic circle. In its centre, hands tied and blindfolded so they couldn't use their powers were Prue and Piper. Phoebe entered the circle.

Hearing the footsteps, Prue turned her head towards the source, "Phoebe?"

"Yeah, Well looks like this time I get to play the hero." She turned to Piper "Supersis is gonna be jealous for weeks after this don't ya think?"

"Shut it Phoebe, what's got into you?"

Before Phoebe could reply, Paul coughed to get the sisters' attention. "Now we're all here," he said, "And as it's midnight I'll begin. Farewell Charmed Ones. Don't worry, you'll get used to being ordinary mortals. Which is more than I ever could. I despise mortals. Especially my brothers. Powerless, mediocre fools who obey me as if I was the elder brother, and not them."

"So I'm mediocre am I?" snarled David as he and Daniel entered the boathouse. Angry beyond reason David rushed toward his elder brother. With perfect timing, Paul waited until David had almost reached him, and teleported, leaving nothing to hit except a brick wall. David ran into it and fell unconscious to the floor.

Daniel looked at his twin's still form and turned on his younger brother, "I always suspected you felt like that. But I never knew how much."

"Well, now you do! Get him back on his feet and get out, both of you. And now if you don't mind," he turned to look at the Halliwells, and smiled, "I've got some powers to steal." With that the blond warlock teleported, materialising between the two candles and began the spell's invocation.

"Let the circle that chains the power
Deed it to light, at the witching hour"

While Paul concentrated on the spell, Phoebe materialized a knife and slashed the rope around Piper's hands. Piper froze time just as Paul completed the invocation. Phoebe tossed the knife to Piper so she could release Prue and walked over to the still frozen warlock.

"Harm my sisters would you?" Phoebe snarled at the frozen figure, "No one does that." Softly, so her sisters wouldn't hear she added, "Because I get to kill them, just like this."

A sword appeared in Phoebe's hand, she backswung and was just about to strike when Prue shouted, "No!" Paul shot forward into the circle and Phoebe's sword struck empty air.

"I can't believe you were going to kill him! He couldn't even fight back!" stormed Prue in disbelief.

"Best time to do it." answered Phoebe, making the sword disappear.

"What's going on Phoebe?" demanded Prue.

"Later! Piper can't stop time permanently. We have to do something about him. So if I can't kill him what do we do?"

Prue started to say something to continue the argument but Piper jumped in. "Pheebs is right. What do we do with him?"

Prue thought for a moment, "You froze time just as he finished saying the spell. It hasn't started to work yet. And he's in the circle."

"And the spell never mentioned anyone specifically, " grinned Piper "So I guess whoever's inside the circle loses their power." She frowned "Wait, what about the second line, about deeding it to the light?"

"I'd think that was obvious," Phoebe answered condescendingly. "Whoever stands there," she pointed to the space between the candles, "Gets the power. If no-one's standing there then the magic's got nowhere to go and just floats around."

"Okay then", said Prue, "Do it Piper"

Piper unfroze time. Immediately, before Paul even realized he was inside the circle, the spell took effect. Power arched out of the blond warlock's body, in an intense green ribbon that flashed across the room and hit the space between the candlesticks. Finding nothing to contain it, the ribbon shot upwards and through the roof of the boathouse.

The three sisters turned to face Daniel who was still tending to David's injuries. He looked up, "What are you going to do David and me?"

"Nothing," said Prue, "You're not warlocks. You were just doing what he told you."

"There is one thing," Phoebe added, "Those rings that I heard you talk to your brother about. Hand them over, or I'll take them." Phoebe conjured a knife, "Actually, I'd prefer that."

"Stop it Pheebs," said Piper. "Best do it," she told Daniel; worry plain in her voice "I think she means it." From the speed with which he handed them the rings, so did Daniel. Piper handed them to Prue. Using her power the eldest sister cast the rings into the deep waters of the Bay Docks.

* * *

"Okay Phoebe, we've got all the time in the world now. What's the Hell is going on?" "Oh that's gratitude for you. I save big sister's life, and instead of thanking me I get accused of... of what Prue? Could I possibly have done something even more heinous than not getting a job today?"

"Phoebe, you're acting..." Piper's face contorted in concern, "You're not you. It's like you're someone else. We're worried."

"Well you don't have to anymore. Now I've got this," Phoebe made a nail file appear from nowhere and absent mindedly started filing her nails, "I can take care of myself. I don't need sisters. In fact," she said as she got up and started up the stairs, "I'd probably be better off without you." As she reached the landing she turned, now her every word was a bullet, loaded with hate and loathing, "I wish you were dead. I wish the Halliwell's never existed, not you, not Mom and especially, not Grams."

The shocked silence that followed was broken by Phoebe, "Oh God, I didn't mean that." Phoebe looked around as if she were waking from a dream, When she spoke again, it was as if every word was a physical effort "Just listen, I don't know how long I can fight it. There's something I have to tell you."

* * *

When Phoebe finished, Prue hit the roof, "I don't believe you'd do anything so dangerous. What were you doing to even think of it?"

"Trying to save our lives," said Piper, "The only way she could. Calm down Prue. What's done is done. Now we need a way to get Phoebe out of this."

"Easy," said Phoebe. The shock of what she'd said about the family had pulled the real Phoebe out and left her mostly in control, "I just go down to the basement and say Grams' rhyme like last time."

"Not easy," contradicted Prue "You said that children's belief in him gave him power over them."

"Yes."

"With demons and spirits, the amount of people they control is related to much power they have. If the victim's an innocent the amount of power increases, and a child..."

"Prue, can you get to the point?" said Phoebe, with sudden anger, her control slipping for a moment.

"What she's saying, Phoebe," explained Piper, "Is that tomorrow morning the Woogyman may be so powerful that Grams' spell might not have any effect. You have to banish him now!"

"I can't!" said Phoebe, speaking from her heart as never before, "Piper, I'm supposed to be one of the Charmed Ones, a good witch. I can't be a good witch if I'm not a good person. Good people keep their end of a bargain; even if they know the other side has probably tricked them or will attempt to break it. I agreed to let him haunt childrens' dreams for tonight. We can't do anything until the morning.

"But Phoebe," began Piper.

"Piper, she's right," said Prue softly, looking at her youngest sister with possibly, more respect and love than ever before "Thing is now, How do we stop the Woogyman in the morning?"

* * *

The following morning the three sisters stood at the entrance to the basement. "You can't go down there alone, Pheebs," said Piper.

"I have to", replied her younger sister, "If we all went he might get us all. This way, all he gets is me." She materialized a knife, and handed it to Prue. "I don't know which me will come back out of there. Use it, if it's not me me or I'll kill you." Prue nodded grimly, "What's your plan?"

"You're the planner, Prue, I make it up as I go along, remember" smiled Phoebe. "I'll come up with something."

With that, Phoebe opened the door and descended the stairs.

It had grown, the black swirling mass filled almost the entire basement. Phoebe could almost feel the evil radiating off it.

"My sisters are free. You've had your night. It's time you went."

"I think not," replied the Woogyman, "The children, they have increased my power beyond imagining. Your petty incantation is nothing to me now."

"If you're so powerful, why am I still in control?"

"You won't be for long. You know you can't defeat me. Every child in the city believes in me. Every child knows I cannot be destroyed."

When the idea struck, Phoebe almost burst out laughing. It was so ridiculous and illogical. But, she thought, that was exactly why it world work.

"It's all belief!" exclaimed Phoebe, "That's what makes you so powerful - because the children believe you are." She continued almost conversationally, "Children can believe some really absurd things. The more nonsensical it is, the more they believe it. They believe that simply hiding under their blanket means the horrible monster can't terrorize them and has to leave. But as you said, with children, belief is reality so you do."

In the darkness, Phoebe smiled, a grin of pure evil, which would have had Prue using the knife in an instant, "If they can believe that, what do they believe would happen if the Woogyman got hidden under the blanket?"

In Phoebe's outstretched arms, a blanket appeared from nowhere. Phoebe flung it out towards the Woogyman. It billowed in mid air like a sail and dropped over the writhing black form.

The Woogyman screamed and thrashed under the blanket, making it look like a giant version of the old magician's trick where the handkerchief covers an object that moves about and disappears. Just as in the trick, the writhing slowly got less and less until it ceased completely and all that was left in the basement was a blanket spread out on the floor.

Phoebe looked at the blanket, "I always believed that would happen." She turned and ascended the stairs out of the basement. As she passed through the door her dress disappeared to be replaced by her old sweater and jeans, the blood red make up faded away, and both the blanket on the basement floor and the knife in Prue's grasp ceased to be.

The relief on Prue and Pipers' faces was visible. They both rushed to hug their sister, holding her so tightly, they knocked the breath out her.

"Phoebe, What did you do?" asked Prue, "That scream?"

"Sounds like she scared the Woogyman, as much as it used to scare her," exclaimed Piper.

"You wouldn't believe me," smiled Phoebe, "Okay, you wet hens. Let me breathe. I'm good now."

"Shame!" said Prue, her eyes glinting mischievously, "I wanted Evil Phoebe to lend me that dress."

Phoebe started laughing. After a moment, Prue and Piper joined in.