Phoebe and Prue are having breakfast, when Prue is called to an emergency staff meeting at Buckland's. Piper walks in and the others pretend not to recognize her, because she spends all her time with Dan. Piper says her life has been nice and normal lately and she doesn't even care that it's Friday the 13th.

Ms. Hellfire - door

As soon as Piper says that, a machine gunner starts shooting up the manor. The sisters run for cover. The shooting stops, and they think they hear the door opening. With only a few words, the sisters plan a counterattack—Piper will freeze the gunman, Phoebe will kick him down and Prue will blow him out the door. A leather-clad woman walks in and starts shooting at them from behind; Prue deflects the bullets back into the shooter, killing her.

Among the woman's effects, the sisters find multiple passports, weapons, foreign currency, and a book with a list of names. Only "M. Steadwell" and "P. Halliwell" are not crossed out; nine others are crossed out. Another page lists the sisters' names and their powers; apparently whoever sent the killer not only wanted them dead, but knew they were witches. Darryl walks in and is initially skeptical that the hit woman ended up being shot if the sisters were unarmed. Phoebe admits that the three sisters are witches. Elsewhere in the book, they find "M. Steadwell, plastic explosives, 10:00 AM". Phoebe leaves with Darryl while Prue goes to her meeting at Buckland's. The sisters ask Darryl to keep things hushed up where they track down the killer.


At Buckland's, the new regional VP, Mr. Cauldwell, partners Prue with Jack and orders each partnership to raise $100,000 worth of merchandise by tomorrow night if they want to keep their jobs. Piper is outside the meeting room, urging Prue to leave. Suddenly, Prue slips into unconsciousness and a clone of herself appears next to Piper. Both Prue and Piper are surprised, but Prue figures it's some sort of Astral Projection.

Darryl and Phoebe have located "M. Steadwell", who is really Marcy Steadwell, and rushes to her occult bookstore. Marcy is opening the door and Darryl tackles her, as a bomb on the other side of the door explodes. Marcy believes that a protection spell she cast seconds earlier has saved her.

Prue and Piper check out the hit woman's opulent apartment near the manor. Prue finds expensive clothes, jewelry and wigs; Piper finds the refrigerator and cupboards empty, all mail addressed to "current resident", and roses with a card: "Ms. Hellfire, Until we meet at last, Bane". Prue starts trying on some of Ms. Hellfire's clothes. Just then, Bane's henchmen come in and mistakes Prue for Ms. Hellfire. Piper freezes the henchmen and Prue proposes to go undercover; apparently, nobody knows what Ms. Hellfire really looked like. Piper unfreezes the henchmen and Prue leaves with them.


Prue meets Bane and he says she didn't confirm the Halliwells. Bane asks about Steadwell and Prue only says that "it was a blast". Jack calls and Prue claims to be with a client. Bane is still talking to her at the same time. Prue briefly astral-projects to her office. Bane leaves with Prue and sends his right-hand man, D.J, to Bane's office.

Anigif barbasfearprojection

Barbas appears to D.J. It turns out, he hired Bane's gang to kill 13 witches (including the Charmed Ones) on Friday the 13th, so he can permanently return from purgatory, but they have to be killed by midnight. Barbas brings out D.J.'s greatest fear, that Bane is being double-crossed and is going to kill him when he finds out. Suddenly, Bane appears in the door and riddles D.J. with bullets. Illusion-Bane disappears and D.J. heals.

Dan is at the manor with Piper, installing new windows. He asks her to move in with him; she says she'll think about it. Phoebe enters with Marcy. She is insufferably perky and is about to ask if Dan is a warlock, when Piper freezes the room. Marcy freezes as well, evidently, she is merely a practitioner, and not a magical witch. Phoebe says that Darryl has put Marcy's name on the dead body of the real Ms. Hellfire, which is now at the morgue.

Bane and Prue enter his apartment. He offers her a small box and reminds her to kill the Halliwells. She opens the box and finds an exquisite diamond necklace.

D.J. and Barbas enter the morgue. Barbas kills the coroner with his greatest fear: being autopsied himself. They find the body of "Marcy Steadwell" and find she didn't die in an explosion.

Prue returns and the three recall the list of witches. Eleven names were on the list, but "P. Halliwell" counts three times, for 13 witches. The sisters realize that Barbas is after them. Piper and Phoebe don't like the idea of Prue heading back out again, especially, since Barbas can use her greatest fear against her. Prue isn't worried; she conquered her fear of drowning. She promises to check in after an hour.

Prue meets Bane and demands to be paid. Bane says he'll pay her when the Halliwells are dead. Prue says the boss has the habit of disappearing, rather than paying. The two dance for a while and even kiss. D.J. pulls Bane aside and they talk as Prue dances with the other patrons. D.J. says Marcy Steadwell isn't in the morgue, and he thinks the body is that of the real Ms. Hellfire.


Marcy runs around the living room, chanting; Piper gets annoyed and freezes her. While she is frozen, Dan appears at the door, creating a close call for Piper and Phoebe. Piper still isn't ready to move in with Dan.

Bane confronts Prue. Barbas appears and reveals that her greatest fear, since she conquering her fear of drowning, is losing a sister. Barbas tells Prue that demons are masquerading as her sisters and she must kill them before they kill her real sisters.

Piper and Phoebe pass off Marcy to Darryl and go looking for Prue. They find the Porsche that Bane had given to Prue. Just then, Prue arrives at the apartment and flings Piper and Phoebe around the room. Piper and Phoebe run to the hall, but Prue chases after them and flings a decorative plate at them. Piper and Phoebe run to the patio and provoke Prue to astral project. Phoebe and Piper recite various facts of their childhood and Prue is at last convinced. The three go after Barbas.

Barbas is threatening to kill Bane, when Prue walks in. Barbas asks where Piper and Phoebe are. Prue replies, "They're right where they belong"; Piper and Phoebe walk in. Before Bane and Barbas can react, Piper freezes them. Phoebe takes the gun from Bane's hand and Piper unfreezes him. Prue flings Bane into a wall and Barbas unfreezes on the stroke of midnight. Barbas disappears in fire.

The next morning, Piper tells Phoebe that she has decided to stay home. Jack comes to the door, demanding to know where Prue has been. She says that she has raised $275,000 from an anonymous estate (actually Bane's gifts to her) and they go out to celebrate.

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