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In a darkened basement, three elderly witches summon the demon Cryto. He appears in a smoky portal. One, Gail, offers to make him whole in return for youth. Cryto, however, also wants powers, and huffily tells them not to summon him again. Just before he disappears, Gail offers him the powers to move things with his mind, stop time, and see the future. Cryto is interested, and promises to make them young if they follow through. Gail assures the other two witches, Helen and Amanda, that she really can get these powers. Gail has a nasty cough.
Prue asks Phoebe if she has seen the optometrist. Phoebe insists that she does not need glasses, but Prue then turns around the book that Phoebe is squinting at. Piper comes in and says she's going to P3 to break up with Dan; she is still very much in love with Leo and wants to make it work with him.
The doorbell rings, and Prue and Phoebe greet Gail. Phoebe produces an old picture of Gail and Grams together. They were sorority sisters in college; they had just met the day that picture was taken. They had eventually become so close that the sisters consider her like an aunt.
Aunt Gail tells Prue and Phoebe that the "bridge club" Grams held in the manor when they were younger was really a coven. Prue and Phoebe feign surprise, but Aunt Gail says she's a witch and she knows the sisters are the Charmed Ones.
Dan meets Piper at P3 before it opens and presents her with a small box. Piper freezes him and peeks, hoping it doesn't contain a ring; it contains only a pair of pearl earrings. Piper doesn't know what to say, and hesitantly talks to Dan. The phone rings and Prue says that Aunt Gail is in trouble. Dan and Piper agree to meet the next night and Piper leaves. The earrings are still on the bar, much to Dan's chagrin.
Aunt Gail says she knows of a demon that is digging up graves and skinning the corpses. She tells them that she had found a "skinned demon" in the Book of Shadows that could grant youth. Aunt Gail and the sisters find Cryto, who grants youth in exchange for souls. Piper notices Phoebe squinting. The Book has a vanquishing spell. Aunt Gail urges the sisters to come to her home in Santa Costa. The sisters step out of the attic at Piper's whispered urging. Piper thinks there's something fishy about Aunt Gail's story and is frustrated about not having a life apart from witchcraft. Aunt Gail flips through the Book and finds the page with the spell "To Separate a Witch from her Powers." She carefully tears out the page and hides it in her purse. When Aunt Gail comes down, the sisters agree to come to Santa Costa.
Aunt Gail has rejoined Helen and Amanda, the three surround a mannequin covered with patches of human skin. They summon Cryto, and the mannequin comes alive. Cryto demands the powers before he will grant youth.
The sisters reach a 50s-themed gas station in Santa Costa. They're running late because Phoebe could not see a connector road on the map. Phoebe asks two elderly men for directions and writes them down. Phoebe drops an eyeglass case containing glasses but denies owning them to the two gentlemen who gave her directions. The sisters proceed.
Aunt Gail, Helen and Amanda prepare a potion and spike a pitcher of iced tea with it. They serve the tea to the sisters. They talk for a while, and Piper notices something odd about the tea. Aunt Gail urges the sisters toward a furniture warehouse. Cryto had said they were to stay, but the sisters were suspicious and Aunt Gail won't allow a demon to harm them. They decide to just continue to call for the Sisters' powers until the potion takes effect.
The sisters arrive at the warehouse and find nothing. Prue suspects a wild goose chase, as Aunt Gail had been all to eager to be rid of them. The three feel ill as Aunt Gail, Helen and Amanda chant the spell. Cryto now has the Charmed Ones' powers. Cryto makes Aunt Gail young. When Helen and Amanda ask to be made young again, Cryto responds by turning them to dust. As Aunt Gail looks on in horror, Cryto explains that it takes three witches to banish him, and he didn't want to chance Aunt Gail's coven turning on him. Cryto makes Aunt Gail lead him to others who want to be young again, or else he'll turn her to dust as well. "Beauty has its price."The sisters return to Aunt Gail's place. They notice a stink and find the basement door and find what's left of Helen and Amanda. A rat startles Piper and she can't freeze it. Prue can't use her power either. They discover the potion; it contained hemlock root, which explained the illness feeling they felt earlier. Prue discovers Aunt Gail's medical bills; she had inoperable cancer.
At the gas station, the two men who had given Phoebe directions are now young and spry and are tooling around in an antique convertible. They yell "hiya toots" at the sisters and Phoebe recognizes them.
Cryto makes his pitch to an acquaintance of Gail's, Frank. Cryto shows the young Gail to Frank and he agrees. Cryto makes Frank young, much to his delight. Cryto picks up the eyeglass case that Phoebe dropped, and Phoebe's premonition power kicks in: he sees the Charmed Ones vanquishing him. At that time, the sisters pull up and Cryto flings Gail aside. Gail takes cover with Phoebe and returns the page from the Book. Piper and Prue distract Cryto while Phoebe sneaks up behind him. Prue urges her back lest he freeze them. Cryto raises his hands and the sisters freeze. He turns around and Phoebe kicks him, yelling "Good witches don't freeze!" The sisters run away. Cryto flings Gail through a window, accuses her of betraying him, and then turns her to dust.
The sisters reach Aunt Gail's place. Piper no longer wants to be a witch; she doesn't think she'll ever be able to have a normal life as long as she's a Charmed One. Prue and Phoebe try to change her mind. Piper wants to have a life, but her sisters tell her that they need her to banish Cryto.
In the basement, the sisters have prepared the potion from the page. When Cryto comes in, they take positions. Phoebe kicks him and Prue and Piper push a shelf rack onto him. The others yell to Phoebe to get the potion. She takes position and yells back that she found it. The others start chanting, and Cryto astral projects. Phoebe attacks astral-Cryto from behind as the others pour the potion into the unconscious body.Phoebe then joins her sisters as Cryto returns to his body. The sisters recite the spell and take back their powers. Piper freezes Cryto, and with another spell, the sisters banish Cryto once more.
Those made young by Cryto are now restored to their natural age.
Piper goes off to see Dan. Phoebe puts on her new glasses and admits she had in fact been to the optometrist. At P3, Dan realizes that Piper is breaking up with him.