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Prue and Phoebe are at the beach, and Prue is taking pictures. Prue isn't happy to be there, as this is where Grams had taken all of the sisters after their mother died. Prue sees a woman on the top of a hill, also taking pictures, and a shadowy figure next to her. The shadow doesn't show up in any of Prue's pictures.
Two strange men visit Cole's former landlady, Mrs. Owens. One of the men opens the door to Cole's altar and senses demonic residue. The other man suspects that Mrs. Owens knows more about Cole than she's letting on. Mrs. Owens grows more and more frightened, and one of the men bites her, killing her. He then says that she doesn't know if Cole is still alive.
Piper and Leo are about to head to the Heavens for a wedding reception, but will be available in case Prue finds out more about the shadow. Prue comes up from her darkroom just as Piper and Leo orb out; the shadow didn't show up in any of the pictures. Inspector Reece Davidson comes to the manor, saying that Cole's landlady has been brutally murdered. He thinks Cole killed her, and Phoebe is somehow protecting him. As Davidson leaves, Prue sees the woman from the beach getting out of his car, and the shadowy figure. Phoebe doesn't see the shadow. Prue goes out to follow her; she thinks that if she's the only one who can see the shadow, she's the only one who can fight it.
Phoebe heads to the mausoleum to warn Cole, who thinks he may have to go into hiding again to keep Phoebe safe. He's convinced that demons killed Mrs. Owens, and will likely kill people left and right to get to him--including Phoebe. He wants to fight them alone, but Phoebe will have none of it.
Prue pulls up behind Davidson's car. The woman she saw earlier is Andrea, a rookie inspector with the DA's office and Davidson's partner. She finds it hard to believe the sisters are murderers, and thinks Davidson is hiding something. Davidson, however, thinks something smells about the case, and wants her to concentrate on following Phoebe. He asks her to drop off the pictures she took earlier in his office before going home. Andrea gets out of Davidson's car, and Prue follows her.
Phoebe and Cole go to Cole's old apartment. Phoebe has to use the back of her hand to get a premonition. Cole remembers that it was the times he woke up next to Phoebe that reawakened his human half, though at the time he felt like it was a lie. Phoebe tells him it can be real--once they get rid of the demons standing in their way. Phoebe touches Cole's former altar door and has a premonition of the two demons killing Davidson and Prue turning away. Cole believes the two demons are Seekers, demons who kill people in order to get information out of them.
Andrea walks into Davidson's office to find the Seekers waiting for her. She says she doesn't know anything, but the Seekers don't believe her and kill her before Prue can get to her. Prue blows the door open, and the Seekers fade away. The black shadow floats over Andrea; Prue tries to fling it away to no avail. The shadow turns into the Angel of Death, and tells her there's nothing she can do because it's Andrea's time to go.
Phoebe looks up the Seekers in the Book of Shadows. They gather information by feeding on people's brain-stems. Prue walks in, and recognizes the Seekers as the demons who killed Andrea. Cole realizes that Davidson is next, but they really want him. Prue calls for Leo, who orbs back down with Piper. He's holding a crystal lamp that one of his Whitelighter friends gave him as a gift. Though Leo tells Prue that it is useless to fight the Angel of Death and Cole tells her he isn't working with the Seekers, Prue is determined to protect Davidson. Piper thinks protecting Davidson almost certainly means revealing that they're witches, but Prue is willing to take that risk. Phoebe tells everyone about her premonition, but Prue doesn't believe it. While Prue calls Davidson to warn him, Cole excuses himself and shimmers to the DA's office.
Davidson is distraught; he thinks he should have told Andrea more about the case. He walks out to find Cole in front of him. Cole offers to tell Davidson everything he wants to know, but Davidson won't hear of it and is about to arrest him. Cole spots the Seekers coming around the corner and shimmers himself and Davidson out. The Seekers sense his shimmer and know that Cole is alive.
Cole shimmers Davidson to the mausoleum, thinking the Seekers won't be able to track him there. Davidson is horrified and wants to leave, but Cole suspects that if they kill him, they'll come after Phoebe next.
Prue is worried; Davidson hasn't answered his pager. Phoebe rushes downstairs; she can't find Cole anywhere and thinks he went to Davidson first. She thinks she may have taken Davidson to the mausoleum. Prue thinks she can astral project there faster.
Davidson still doesn't believe Cole is good. The Seekers fade in. Just as they're about to engage Cole, Prue astral-projects in. Davidson tries to run away, but one of the Seekers violently throws him against the wall. Just as Cole and Prue start fighting the Seekers, the Angel of Death appears over Davidson. While both Seekers attack Cole, Prue frantically kicks and punches at the Angel of Death but her blows go right through him. Cole looks up, and sees Prue seemingly kicking and punching at the air. He throws the Seekers off of him and throws energy balls at them, but the Seekers fade out.
Piper and Leo are still trying to figure out where to put the lamp when Cole brings an unconscious Davidson to the manor. Prue is convinced she saved Davidson by beating the Angel of Death. Cole, however, thinks that Prue should have helped him fight off the Seekers, since they now know Davidson is the key. Phoebe thinks Cole took too big of a risk in going after the Seekers, but Cole thinks it was better for him to go out than them. Prue and Phoebe point out that Cole knows virtually everything about them. Cole quickly realizes what this means: if the Seekers kill him, they'll have enough knowledge to take a run at the sisters.
Davidson regains consciousness just in time to see Leo orb out. Despite Cole and the sisters' efforts to reassure him, Davidson is scared out of his wits and leaves the manor with his gun drawn. While Phoebe and Piper follow him, Prue returns to the beach and casts a spell to summon Death. Death taunts Prue about her mother; he thinks deep down, Prue really summoned him because she's angry her mother died so soon. Prue denies this, but Death tells her that deep down, she thinks saving Davidson she'll have finally beaten him.
He believes that Prue can't accept death for what it is, which is keeping her from mourning her mother. He tells Prue that it's Davidson's time to die. Death offers his hand to Prue. They visit a funeral, which Phoebe and Piper are staking out. The Seekers find Davidson there; he runs into a mausoleum, but the Seekers follow and bar the door. Davidson draws his gun and shoots the Seekers, but they are unharmed. Piper and Phoebe try to warn Davidson. Death brings Prue into the mausoleum just as the Seekers kill Davidson, and so Phoebe's premonition comes true.
Piper and Phoebe manage to unbar the door, and can't understand why Prue let Davidson die. Prue, however, admits she wasn't supposed to save him. The Seekers find Cole at the manor as the sisters rush to save him. They fight, but the Seekers are getting the better of it when the sisters arrive. While Piper helps Cole, Prue and Phoebe engage the Seekers. Prue is relentlessly kicking one of them when Cole brings her back to her senses. The sisters speak a spell and destroy the Seekers. Prue admits that they saved at least one innocent. Phoebe knows she means Cole. Leo orbs back in; he wasn't supposed to help because Prue was supposed to learn on her own that death isn't an enemy. Piper is willing to give in on the lamp--but as she and Leo kiss, Leo bumps against the table and the lamp shatters on the floor.
The next day, Prue goes to the beach again. The Angel of Death appears to her. He tells Prue that she had been next on his list, after Davidson, until she stopped fighting him; that's why she had been able to see him. He tells her that as long as she stays angry at him, she'll be vulnerable to the real evils of the world. Prue admits she had been mad at him ever since her mother died, because she didn't know how else to be. Death tells her to grieve and move on. He fades out, leaving Prue crying.