The Avatars have been helping the Charmed Ones to vanquish demons and Zankou has been rapidly losing followers. Kyle, however, remains suspicious of their intentions, even though he knows they did not kill his parents. Kyle attempts to contact the Elders, but he finds himself in Zankou's lair instead. Zankou proposes an alliance, but Kyle insists on not harming the Charmed Ones. Zankou notes that good cannot exist without evil and that he and Kyle have a common interest in stopping the Avatars.
Alpha and Gamma tell Paige of the spell that will create Utopia: it will put everyone to sleep for a few hours. They propose to leave the Charmed Ones awake to go after Zankou, if they can't catch him before the transformation begins. The spell will not affect demons, only humans. Zankou seals his alignment with Kyle by vanquishing the demons that killed his parents. Zankou wants an Avatar killed in return. He gives Kyle a crystal that can cause paranoia in a witch. This will draw the Avatars out and allow Kyle to use his potion. Piper and Paige attack and Zankou slugs Kyle so he'll have an alibi. Kyle uses the crystal on Paige and the paranoia spreads from her to Piper and Phoebe. Zankou takes Kyle to his lair so the spell will not affect him.
The witches and the Avatars, including Leo, gather at Magic School to cast the spell; but the witches are jumpy owing to Zankou's crystal. All around the world, everyone falls asleep. The witches and the Avatars wander the streets and look for any demons still around. Zankou brings Kyle back up. In disguise as Beta, he tells Paige that Zankou has kept Kyle awake and she orbs to him. Kyle tells Paige that Beta has kept him awake. Paige calls for her; Kyle breaks the crystal, lifting the paranoia spell, and prepares to throw the potion. Beta blasts him and he drops the potion, killing Beta; Kyle is also killed. Alpha and Gamma put the sisters to sleep, lest they turn against them.
Everyone awakens to a cheerful and conflict-free world. In the Underworld, a demon tells Zankou that they are lost. Zankou, however, says that he has planted a seed of doubt.