I'd like to draw your attention to exhibit W, the delivery manifest.
You'll find it on page six of your documents.
As you can see, the manifest refers
to a shipment made on September 5th of last year.
I don't know what this demon's trying to prove.
Excuse me, did you say something?
No, please continue.
The shipping director, Mr. Peters
is responsible for the items on this manifest,
including 48 barrels of toxic waste.
Trying to deny what he is, like we don't know.
You give us all a bad name.
What the hell is going on here?
It's called a deposition?
-You all right, Mr. Turner? -I'm sorry, excuse me.
Check out the demon.
What'd you say?
You're an embarrassment to us all, you know that.
Just leave me alone.
Give it up, Cole. You can never be good.
Are you okay, man?
Phoebe, thank God.
I need your help.
I think I'm going crazy, or somebody is messing with my mind.
Slow down. Tell me what happened.
I was just deposing a witness for a chemical-dumping case and I went...
Final divorce papers. I need you to sign them.
-That's why you're here? -Yeah. It's finally over, officially.
-Because you're evil. -No, you're wrong.
No, I'm right.
You've always been evil and you always will be.
-That's not true. -Yes, it is.
Cole, don't fight it. It's who you are.
I'm not evil, damn it! I'm not evil!
Lauren?
What's happening to me?
Oh, you know what's happening to you.
You are evil, Cole.
You're evil, Cole.
It's your worst fear.
And it's true.
Okay, 16th time is the charm.
-Damn it. -What's going on, Paige?
Just trying to conjure up some doves.
Down here in front of all the windows, huh?
Yeah, well, the attic was feeling a little cramped.
I thought a change of scenery might help.
Prue's animal-conjuring spell, huh? That's a tough one.
Yeah, tell me about it. How long did it take her to get it down?
A couple days, at least.
Oh, good, then I don't feel so bad.
-What's going on, Paige? -Nothing.
Paige?
Promise you won't tell Piper and Phoebe?
Yeah.
Okay, Prue was this awesome witch with a full-time job,
and I quit my job to be a full-time witch and I still haven't reached her level yet.
Which makes me feel incredibly frustrated and lame.
I thought you were done comparing yourself to Prue.
Yeah, so did I.
It's just these past couple of days, for some reason,
I've been feeling a little insecure.
And this stupid spell isn't helping any.
Come on, now. Give me a dove, any dove.
-Nothing. -Hi.
I am off to yoga and then to the salon for a manicure and pedicure.
There's a cherry pie cooling on the counter, and I will be on my cell.
Prenatal police, lady.
Put the mug down, step away from the coffee.
It's herbal tea.
I am on a natural high.
This is the first morning in months where I kept my breakfast down.
Hey, congratulations.
Goodbye, morning sickness, hello, second trimester.
I feel wonderful.
And so I was thinking, you know, when I get back,
maybe we could start practicing for the new kid.
I'm still here, thanks.
Spider, get it, get it, get it!
Okay, you can handle demons and warlocks, but not spiders?
Jinxed. I should have known this was gonna happen.
What are you talking about?
It's the story of my life. When everything is going great
something inevitably happens that will ruin it.
A little spider did all that to you?
Oh, you just wait. You will see.
Oh, please. Please, you gotta help me.
See?
Did they follow me?
-Who? -Cole, maybe you should...
Stay away from me!
-Got him. -Cole, what are you doing?
You're with him.
What is wrong with you?
I'm sorry. I didn't hurt anyone, did I?
You could have. Lucky for you, I'm already dead.
-It's getting worse. -Worse? What is getting worse?
My powers. At first I was imagining that I was using them...
...and now I really am.
Using them against what?
Well, demons. Or at least that's what I thought.
Someone is messing with me somehow, making me see things.
You guys have gotta help me.
Otherwise, I might really hurt someone.
Thanks.
-You okay? -Yeah. Yeah, I'm fine. Why?
I don't know. You just seemed a little nervous, that's all.
Oh, really, do I? I seem nervous, huh?
No, I mean...
Yeah, well, maybe just a little.
You have to understand, it's been a really long time
since I've been out on a third date, let alone a first or a second one.
Well, there's not much of a difference really.
Except for the kiss, of course.
-The kiss? -Oh, yeah, yeah.
Third date, mandatory. You probably forgot.
-Well, thanks for reminding me. -You're welcome.
Hey, how long were you married?
Not long, but we were together for two years.
In the beginning it was great, it's just the end was...
...hell.
Yeah, I had the same experience with my ex.
No, I'm pretty sure you didn't.
Well, you know, because every situation's so different.
He didn't treat you right, did he?
Hey, I'll treat you right.
Hi.
Bad time?
All I've got to say is this better be good.
You've gotta be kidding me.
I'm sorry, Phoebe, it's really important.
Desperate demons call for desperate measures.
I think that someone is trying to drive me crazy.
-Well, that makes two of us. -No, you don't understand.
I don't know what's real anymore, what's going on in my mind.
I almost killed my secretary today. And then Leo.
This could be your worst fear come to life, Phoebe.
Cole dragging you back into his world of evil.
-Are you listening to me? -Yeah.
But, Cole, I'm not gonna allow you to drag me back into your world of evil.
I need to figure out what is going on before somebody gets hurt.
Careful, it's another one of his tricks to get you back.
How do I know this isn't just another one of your tricks to get me back?
My tricks?
This is no trick. I am seriously afraid of what I might do,
and I am begging you for your help.
I'm sorry, Cole, I can't.
I have to draw the line sometime, and I'm gonna draw it right now.
Listen, far be it for me to take his side, but what if he's telling the truth?
I agree.
If there's a demon out there powerful enough to mess with Cole's mind...
Then it's his problem.
It's not ours and it's not mine anymore.
Now, if you'll excuse me,
I'm gonna go back outside and try to salvage what is left of my date.
Now what? We can't just sit around here and do nothing.
No. Unfortunately, Cole is really powerful,
and if some demon is trying to manipulate him...
Helping Cole could bring your worst fears to life.
Maybe it's better to just let it go.
Hello, you were saying?
On second thought, maybe we should just let it go.
-Let it go? -Yeah.
It wouldn't be the first time Cole's been less than honest with us.
Maybe Phoebe's right. It's not really our problem.
Yeah, it's not our problem until he hurts us.
-True. -He'll ruin everything, remember?
He's brought you nothing but misery in the past.
But then again, why should we trust him?
I mean, he's brought us nothing but misery in the past.
What's wrong with you?
This Dr. Jekyll and Mr. Piper... Make up your mind, lady.
Look, all I know is the more I think about it,
the more I agree with Phoebe.
We don't need to look for trouble. Trouble comes to find us anyway.
-But... -Paige, look, two against one, okay?
And you're always the one.
Barbas, careful!
Shame if you fell after all these years.
I will not fall, but I will rise.
So the witches are gonna do what you want?
In time.
Oh, the Charmed Ones are not your ordinary witches.
Yeah, I know.
I know, it's just how much time?
I mean, you've been working on them for weeks.
I don't mean to rush you or anything,
but I'm really hot, like all the time.
Patience. Or have you forgotten?
I can summon your fears to life even down here.
Forgotten? No, sir.
I'm the one you've been practicing on, remember?
But I gotta say,
the deal was, if I taught you how to project out from down here,
then you'd help me escape.
You'll be rewarded for your service.
Oh, yeah? That's good.
That's good, because, you know,
this whole eternal banishment thing is really starting to get me down.
The Charmed Ones are in conflict even now.
Soon they'll break.
When they do,
they will provide me with more than enough power
to free the two of us from purgatory forever!
I talked with the elders.
They don't know of any demon powerful enough to manipulate Cole.
Oh, the elders don't know anything? What a shock.
-Is there anything in the Book? -No.
I think your sisters might be right on this one.
No, Cole is in trouble, Leo.
He might not be an innocent, I won't go so far as to call him that,
but something is after him.
My instincts haven't let me down yet.
Your sisters have good instincts too.
Yeah, I know there's three of us, I've been outvoted,
and I don't want to go up against them,
but what's the harm in following up with a little magic on my own?
Well, as your whitelighter, I would say go with your instincts.
-Okay. -But as your brother-in-law,
going up against your sisters is pure suicide.
Great. You really helped clarify this issue.
It's only the fear that you aren't good enough,
that you're not worthy of the power of three.
Oh, go on, prove yourself.
Save Cole the same way Phoebe did before.
Your sisters will be so proud.
Cole?
-Don't move, demon! -Cole, it's me! It's Paige!
-Who sent you? Answer me! -Damn it, you idiot!
Oh, God.
Oh, God, I'm so sorry, Paige. Are you okay?
Yeah, no thanks to you.
I don't know who I am anymore.
Well, I think I have a solution for that.
-What do you mean? -Power-stripping potion.
It's the same stuff Phoebe used on you.
I made some adjustments to compensate for your added powers.
You want to take away my powers?
I'd have no way to defend myself.
Yeah, you also wouldn't be able to hurt anybody else, including Phoebe.
You fear hurting Phoebe even more than you fear remaining forever evil.
Protect Phoebe. Strip your powers.
Let's do it.
Barbas.
-Who's Barbas? -The demon of fear.
Oh, I'm so much more than that now.
Looking for this?
Very cool powers.
I can hardly wait until I have full control over them.
Paige, thank you very much for setting me free.
Your sisters will be so proud of you.
Barbas? You couldn't have brought back Andras or Shax
or somebody we could actually vanquish?
Okay, heal now, yell later. Cole's injured.
-Leo can't heal evil. -He's not evil anymore.
The potion worked. I've stripped him of his demonic powers.
And gave them to Barbas.
Listen, I really don't need a lecture right now.
No, you really do, because you have no idea what you've done,
and now we have a serious problem.
Guys.
Great, he's not evil, but we still have a serious problem.
-What happened? -The worst demon we ever faced
tricked you and Paige into freeing him, and now he has your powers.
I'm really sorry.
I think we should give Paige a break. She was just acting on her instincts.
Paige, we know you're really sorry,
and it's not the fact that you screwed up that we're upset about.
It's the fact that you didn't listen to us.
We just have a lot more experience than you do.
We've been at this a lot longer.
Fine. What does this Barbas do? What's his thing?
-He brings really bad things to life. -Your worst fears, to be exact.
Who knows what we can expect now that he has Cole's demonic energy.
I'll do everything in my power to help you guys find him.
Unfortunately, anything in your power right now is not a whole hell of a lot.
I'm the only one who knows how my powers work, how he might use them.
He's got a point.
-What's he gonna do next? -Get even, what else?
Actually, I'm a little worried he didn't try to do that already.
That's funny. That didn't occur to me as something to worry about.
Well, if I'm right, you've got bigger problems.
If he gains control of my powers, he might try to use them
to reorganize the underworld, become the next Source.
You have to get to him before he does or he'll be impossible to stop.
Looks like the underworld has been spruced up a bit since my damnation.
Very smart, operating above ground.
It's like hiding out in plain sight.
Still, maybe it would be better
to unite the leadership in a more traditional setting.
You know, for appearances.
Oh, I'm not interested in appearances.
I am only interested in...
...the Charmed Ones.
Why focus on them when you can take over the underworld?
Because those witches banished me to a fate worse than death.
And the only thing that kept me going
was the sweet thought of repaying the favor with interest.
With all due respect,
if those witches were powerful enough to defeat you before...
I spared you down there,
so do not try my patience up here.
All I'm saying is maybe it would be better to solidify your power base first.
Where'd you learn to do that?
Oh, apparently it's one of my new powers.
Only seems to happen when I get very angry.
Perhaps you're right.
I've been seeking my revenge for so long,
what's a little while longer?
So summon the leaders.
I'll summon the leaders.
There has to be a vanquish for him in here somewhere.
We've never been able to vanquish him, just neutralize him.
Actually we didn't, Prue did.
Well, maybe you can just do whatever Prue did to banish him last time.
-It won't work. -Prue didn't banish him with a spell,
she banished him by conquering her fears.
Well, conquering fears isn't gonna vanquish him anymore anyway.
Not with my powers inside him.
Okay, you know what, time's up, let me look.
Oh, okay. Apparently saying "I'm sorry" 112 times didn't work.
Maybe 113. I am sorry.
Paige, I'm not trying to make you feel bad.
It's just, you know, you pulled me away from my third date with Miles.
A third date.
A hundred and fourteen, I'm sorry.
Shouldn't you guys give Paige a break?
She had good intentions. That's gotta count for something.
Thank you, I think.
-Where'd that come from? -The only place it could, his heart.
-Cole's good now. -Well, it doesn't change anything.
Doesn't it? You're the only one who has seen that side of me.
-The side you fell in love with. -Please don't go there.
And more importantly, since you don't have any powers,
maybe Leo should take you someplace safe.
No, you'll need me to fight Barbas.
If Cole is good, doesn't that make him an innocent,
and doesn't that mean that we need to protect him now?
She's right, you should go.
Please.
Okay, well, there's nothing in here.
We're gonna have to figure out a way to vanquish Barbas on our own.
Well, we could use the crystal cage like we did with the Source.
If they have the same powers.
Actually, that might work.
We just have to find a way to get him here.
-I can write a spell. -Well, that shouldn't be too hard.
All we have to do is remind him of how he hates us,
and he should come running.
I could modify the astral projection spell, try to get him here.
I'll orb him.
No, Phoebe should go.
Only because I've already overcome my deepest fear
the last time Barbas attacked. He can't hurt me.
What was your fear?
Losing a sister.
So any questions?
You bring us to the former Source's home
and tell us to unite under your leadership
because you have so many powers,
yet we haven't seen a single one of these fantastic abilities
you claim to have.
Any more questions?
Whoa, déjà vu.
Hey, how you doing? Don't we know each other?
-I'll take her out. -No, no, no, this witch is mine.
I know your fears.
Really? You sure about that?
Oh, what's the matter? Lost your touch?
And you want this guy to be your new leader?
It's pretty hard to rule the underworld
if you kill everybody, don't you think?
It's a trap. Don't be a fool, let it go.
I can't.
Incoming.
-Paige. -Got it!
- Prudence, Penelope, Patricia - Melinda, Astrid, Helena
Laura and Grace
Halliwell witches Stand strong beside us
Vanquish this evil From time and space
I guess you wanted me.
Well, now you have me.
And now I've got you.
Okay, the windows in our rooms are all bricked over too.
All the windows downstairs were the same.
-We're trapped. -Like hell we are.
Okay, on second thought...
Leo!
My guess is, if I can't get out, he is not getting in.
-Well, I can get out. -Yeah, yeah, yeah.
I can't get out.
-We can't get out. -Okay, well, let's not panic.
That's what Barbas wants us to do is panic, right?
Why doesn't he just kill us and get it over with if that's what he wants?
Because he wants us to suffer, that's why.
A little mental torture.
-Guys? -What's the matter?
Don't you see it?
The walls are moving in on me.
Hey!
Help! Get me out of here!
-Is she claustrophobic? -I don't know, is she?
Paige, it's just a hallucination.
Yeah, it's not real, honey. You're okay.
What, what, what?
Tarantulas. Lots and lots of tarantulas.
No, there's no tarantulas. This isn't real.
You're hallucinating, remember?
-Phoebe? -Yeah?
I had to talk to you. I had to tell you the truth.
This isn't real. This isn't happening.
I'm evil, Phoebe. You know that's why you're drawn to me.
Okay, people, time to get over our fears right now!
Easy for you to say. You're not facing killer spiders!
Neither are you.
-Good girl. -Paige, it's all in your head.
Don't be afraid. You're gonna be okay.
-I'm not afraid, I'm not afraid. -You'll be okay.
I'm not afraid, I'm not afraid, I'm not afraid.
-I did it. -Yeah.
He's not done. He can't be. He's just playing with us.
We need a plan.
Why don't I strip his powers like I stripped Cole's?
I don't think that'll solve the problem.
Those powers have to find a new demon home.
Unless we give them back to Cole.
No, no, we cannot give them back to Cole.
Why not? They're his.
No, he knows what it's like to be good now.
Giving them back to him would be completely unfair
and probably a death sentence.
He's the only one that knows how to control them.
Anybody got any better ideas?
Let's go make the potion.
-Leo, what happened? -Barbas, he attacked us.
What, where?
Downstairs. I orbed in with Cole, and the windows bricked over.
-You left him down there? -Yeah, I came up for help.
Besides, Cole knows Barbas' powers, so he can get away from them.
-Not for long. -We need him.
I'll go. You guys make sure that potion's done.
Do you think it's a good idea to split up?
What if that's exactly what Barbas wants?
Do we have a choice?
Okay, let's get this over with.
-Where did you leave Cole? -He was just here.
-Do you hear that? -What?
Footsteps.
Grams, I love it!
I love my doll. It's just what I always wanted!
Do you see her?
-Who? -Me.
Happy birthday, sweetheart.
You know, your father helped pick this out.
-Hey, I thought I heard a little Piper. -Daddy!
Happy birthday.
-Piper, what are you seeing? -It's okay.
I remember this.
-Happy birthday. -Daddy!
Hell-spawned demon creature, death fire shall take your very breath.
Oh, sweetheart, are you all right? Did that bad man hurt you?
-No. -Oh, baby.
-Penny, I told you. -Oh, Victor, don't start.
If my girls are raised around this, it'll destroy their lives.
Oh, don't be over dramatic.
A demon tries to kill my daughter, and I'm being over dramatic?
If they're brought up around this evil, they'll always live in fear.
They'll never be happy. How can you put them through this?
See, even your daddy knew.
Your happiness can never last.
You know, I am so sorry. I never meant for any of this to...
It's okay, sweetie, just forget it.
Let's concentrate on finding a way out of here.
Will you pass me the mandrake root while you're over there?
-Did you find it? -Yes, exactly what I was looking for.
Where's Paige? What did you do to her?
What are you talking about? I'm right here.
You were right. I couldn't read your fears.
But I can now.
What have you done to my sister?
Same thing I did with your other sister. Killed her with her fears.
Oh, God, it's Barbas. He's tricking you.
It's me, Paige. You're hallucinating.
This time I'm gonna vanquish you for good.
She's a little girl, for God's sake, your own granddaughter!
How can you allow this?
Because she's a witch. That's who she is.
Besides, she has me to keep her safe.
You didn't keep her very safe tonight, did you?
Please stop fighting.
How are my girls gonna find happiness living like this?
With demons breaking down the door every night?
Your greatest fear was born in this very moment.
Tonight your daddy left and never came back.
And ever since this moment,
when you experience happiness, tragedy follows.
Leaving you destined to a lifetime of pain.
A pain that continues on and on,
even into the next generation.
No, no.
Oh, please, no. Not the baby. No.
Phoebe, it's me, it's your sister!
Come on, finish it. Please?
You can do it, I know you can. Come on, kill me!
No! Paige! Leo! Leo!
He can't hear you.
Piper!
There's nobody who can save her now.
Come on, you know.
This really doesn't have to be so difficult.
You already overcame your fears. Losing your sister, remember?
Oh, wait.
But that's not your deepest fear anymore, is it?
No, it takes somebody really evil
to kill with a vengeance like that.
That's who you are.
Why don't you just accept it?
It's kind of like your greatest fear just sort of came to life.
Playing on an expectant mother's fears. That was a good one.
But not that good.
-What happened? -I thought that she was him.
Oh, no.
The only way we can save her is if you overcome your fears.
Tell me what you're afraid of.
-I'm evil. -What?
No, you're not. This was an accident.
I have known you your entire life. There is not a mean bone in your body.
And you need to believe that right now.
-But... -No! Not a chance in hell.
Leo.
Paige.
Good, you're back.
What are you doing?
I am making sure that I do not get caught unawares again.
Barbas, please, I beg you.
Forget the witches. You can deal with them later.
Well, the witches may be able to avoid their fears,
but they will not be able to avoid my new power.
Listen to me.
The demonic leadership is backing you.
The underworld is yours for the taking.
I do not care about the underworld.
I care only about my revenge.
Oh, and in regards to that,
I need you to hurl a fireball at me.
What?
I need to test my new power.
-I don't... -Do it.
Finally, he shuts up.
Paige, you're okay, thank God.
What happened?
Good thing we were already trying to orb in when the barrier came down.
Oh, I'm so sorry, I'm so sorry, I'm so sorry.
-You're suffocating me. -Oh, I'm sorry.
I hate to break this up, but Barbas will be back soon.
-I'm ready. -Are you?
To take evil back, no. But I'm not doing it for me.
Miss me, my babies?
I'm a very quick study.
What do we do?
-Still alive, I see. -You leave her alone.
Naughty, naughty, naughty. Wait your turn.
Paige, orb the potion.
-It's in a puddle. -You can do it. Prue did.
Aye, there's the rub.
You're no Prue, are you?
Potion!
Looking for this?
To our fourth date.
Hey, does anything happen on the fourth date that I should be aware of?
Well, just the fact that we made it past our third date that I'm talking about.
Oh, why? You didn't think we would?
I don't know, it seemed like last time you got distracted halfway through it.
You know? I mean, we didn't even kiss.
Better?
You're taking a pretty big risk, aren't you?
I am not afraid.
You better stop that.
Stop what? Laughing?
Yeah, you wouldn't want to experience actual happiness,
seeing how every time you're happy, your world crashes.
Well, I'm not so worried about that anymore.
Really?
Yeah, my world has crashed before.
And then somehow everything is okay.
So why not enjoy it while it lasts?
Like...? Like them?
Exactly like them.
You know, I'm just worried about Paige.
She was kind of feeling left out by you two.
Oh, I think Missy Paige will be just fine.