A classmate of Phoebe's, Tim Cross, is helping her with a flat tire when a demon attacks and kills him with Phoebe fighting him off. Afterwards, she talks with "Piper" about the incident and "Piper" tell's Phoebe to go down to the morgue and see if she can get a premonition of his body, to find out why he was killed. Phoebe then leaves and we see "Piper" trying to take the Book of Shadows, it repels her. "Piper" morphs into Zankou and flames away. Phoebe blames herself for Tim's death.

Phoebe and Darryl inspect Tim's body, with Phoebe attempting to get a premonition off it, with no luck. They end up leaving. Zankou and a henchman calling himself the Alchemist appear at the door, and flame away with Tim's body.

Paige has a new charge, a future Whitelighter named Joanna. Joanna has a boyfriend named Karl, and Paige gets a bad vibe from him. Joanna stays with him regardless.Whilst at the P3 talking to Joanna, her boyfriend comes and demands her to leave, telling her that he didn't want her to see or talk to Paige anymore.

Shortly Phoebe sees Tim in her bed and he blames her for his death. Scared, she run's out of her bedroom, meeting Paige, Piper and Leo at the door, But when they enter, he's no where to be found, after consulting the Book of Shadows, they suspect an alchemist. Phoebe calls Darryl and asks him to see if Tim's body is still in the morgue.

Inspector Sheridan is all the more suspicious of Darryl. She tries to get him to talk to her about the Halliwell Sisters, implying that they are evil. She mention's the death's at their house, of Inspector Trudeau and Inspector Rodriguez. Obviously she is trying to make him feel guilty and fess up, but it doesn't work. She mentions that Phoebe was the last one seen before Tim's body "disappeared"

Joanna calls Paige; she is upset about a fight with Karl. Paige goes to her and tries to console her. She suddenly gets a call from Piper telling her that Tim's body has gone missing. Paige leaves and advises Joanna to lock the door and not let Karl in, however, he is already in Joanna's apartment; worse, he's really Zankou. He kills Joanna, and Paige is rattled on finding her body.

Zankou provides the Alchemist with the body of Inspector Reece Davidson (killed in "Death Takes a Halliwell"). The two revive him and send him after Phoebe. Zankou tries again to steal the Book of Shadows but fails.

Paige, going after the Alchemist, scries for Joanna. The three sisters orb to the cemetery and find Joanna revived as a zombie. They meet the Alchemist and a number of zombies, all innocents, that the sisters have lost. The zombies attack and finally Piper blasts them. With the last zombie blasted, Zankou vanquishes the Alchemist, to the sisters' surprise.

The sisters return to the manor to find the Book missing; Zankou has stolen it.

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