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A witch, Brenda Castillo, is walking alone at night and a fog comes in. She hears whistles and believes she is being followed. She locks her front door behind her -- but a pirate grabs her and escapes through a window, leaving a coin behind.
Darryl and Sheridan have staked out the manor. Piper freezes Sheridan and asks Darryl about any missing persons reports while Paige sneaks out of the manor. He tells her that a girl named Brenda Castillo has gone missing.
Brenda Castillo is brought before Captain Black Jack Cutting, whom a witch cursed with immortality. He says he wants her to die, but not too fast.
Paige visits Brenda's girlfriend. She uses the brass disk to scry for Brenda. She orbs to the cave where Brenda is held prisoner and Brenda warns her to leave. The pirates and Captain Cutting appear; he says only the Charmed Ones can get the treasure he needs. Paige orbs a sword and stabs a pirate -- but he is unharmed. Paige orbs away but not before Captain Cutting cuts her with his athame.
Piper finds information on Captain Cutting at Magic School. He had tricked a witch into giving her immortality, and then cut her heart out with the same athame she used to curse him. Phoebe has asked Leslie what he knows about pirate movies. Paige is feeling scatterbrained and the sisters begin to think the athame has something to do with it.
Agent Kyle Brody meets with Sheridan and Darryl. Sheridan had sent a blood sample to the FBI and Brody says it's not human. He says the missing girls are witches -- and so are the Halliwells.
Piper and Phoebe go to the pirates' lair. They find Brenda aged many decades and, on returning to the manor, find the same has happened to Paige. Cutting's parrot appears in the attic window with a message: "Captain Black Jack Cutting cordially invites you to Treasure Island". When they arrive to the cave, Piper and Phoebe find the dead body of Brenda. Cutting appears behind them and tells them that they need to get a chalice to open the Fountain of Youth. The two sisters need to break into a museum to get the chalice.
Piper and Phoebe enter the museum and Piper freezes the room. Phoebe carefully avoids the security system guarding the chalice, but on lifting it sets off the alarm. Morris, Sheridan and Brody are after them, but Brody wants to catch them using magic, not stealing. At the pirates' lair, Piper casts a spell and the Fountain of Youth release its water. Cutting drinks and is young again, but refuses to help Paige. Phoebe, using what she learned from pirate movies, encourages a mutiny; one pirate runs Cutting through, and all of the pirates at last die, freed from Cutting's domination over them.
Piper blows up the Fountain of Youth. Sheridan witnesses this act and orders the sisters to surrender, but Brody shoots her with a dart gun. He allows the sisters to escape. Paige drinks from the chalice and is restored to her normal self.
Phoebe tries to make up with Leslie after standing him up at their date to go to the museum.