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Prue, or so it appears, tries to telekinetically move a fork on the table without any success. When Phoebe comes downstairs and self proclaims herself a fashion blunder. Seeing Prue's attempts to move the fork, she fears Prue has lost her powers. It turns out, however, that Prue was in astral mode, which makes Phoebe relieved but unhappy because she hates Prue's "astral games". Prue tells Phoebe that they wouldn't last long against Belthazor, and is trying to train her astral self how to fight. Phoebe has a lunch date with Cole, and is nervous.
Prue drives to a dental appointment and finds herself being directed down a particular path. She does not know that Cole is doing the directing. She finally finds herself in front of a condemned apartment building and hears of a man still inside. She goes upstairs and finds the man cowering inside and begging her to go away. He complains of feeling everyone's pain all across the city, and even Prue's toothache.
Piper had met an old acquaintance and introduced Leo as a "friend", to his resentment. Piper did not want to answer the usual questions that would have followed introducing him as her fiance. Prue and Cole enter, followed by Phoebe, and Prue tells them of the shut-in. Cole slips into the kitchen, claiming to need to use the phone, and tells his shadow not to report to the Triad just yet. Leo believes that the shut-in is a budding empath and that Prue should help him. Cole offers the help of the Housing Authority in relocating the shut-in. Leo asks if he and Piper can come along with Cole and Phoebe on their lunch date, and Phoebe agrees.
At Crest Hills Psychiatric Hospital, Father Thomas sees a newspaper article on the shut-in, he tried to escape, but is restrained. Prue returns to the condemned building, having taken aspirin for her tooth. She has been told that the shut-in is called Vince, and is due to be arrested if he doesn't leave. Prue begs Vince to come with her, but he refuses to leave the room. However, he knows he'll die in jail. Prue tells him that she knows how she feels to have a power she didn't ask for. Vince tells her that he knows she feels something is coming after her. The deputy pounds on the door, and when he enters, Prue uses her power to hold the door shut and casts a spell to relieve his pain, not knowing that Vince is taking her by the hand. Vince is now ready to leave. Prue leaves, and Vince takes the deputy by the throat and burns him from the inside, killing him, the first sign he's no mere shut-in.
Cole, Phoebe, Leo and Piper are in a restaurant facing an awkward silence. Phoebe mentions the 49ers, and Cole, oddly, doesn't know who they are. Phoebe says "he isn't human" and Cole nearly chokes and asks for the check. Piper and Phoebe excuse themselves to talk, and Phoebe mentions that she's afraid Cole is pulling away from her. Cole offers to split the bill with Leo, and Piper covers for him.
Cole's pager sounds. He excuses himself and shimmers to Vince's apartment. Vince greets Cole as Belthazor. Vince is really a fellow demon, and Cole arranged for Prue to cross paths with him so he could pass his empathy to her. Vince says that Prue has about a day before the emotions she feels destroy her; since she's human, she can't handle them the way a demon can.
He is after Father Thomas, but Cole doesn't want Father Thomas harmed; he doesn't want to chance the witches finding out what has happened and reversing the spell. Vince doesn't think that's an issue; he says he's immune to witchcraft.
Prue tries to reschedule her dental appointment and begins to feel the emotions of people around her. In particular, she laughs uncontrollably in empathy with a patient being given laughing gas.
Cole seems to want to break it off with Phoebe. As Cole leaves the manor, Prue passes him and tells Phoebe that Cole is falling in love. Phoebe feels that Prue is wrong, but Prue says that Phoebe is in love, too. The two tell Piper and Leo that Prue has become an empath. Leo is worried that Prue can't handle being an empath because she wasn't meant to have that power. Prue thinks this was the power boost she was looking for in order to fight Belthazor. She feels the growing concern of Piper, Phoebe and Leo, and it causes her to telekinetically blow out the kitchen television. Phoebe offers to consult the Book of Shadows in order to help Prue control her new power, but Prue suggests that she go see Cole instead.
Piper and Leo offer to help, but Prue says she'll look herself; she can feel tension between them, and it's giving her a headache. Leo says he was embarrassed when he wasn't able to pay for lunch. He knows that Piper wants him to be part of the real world, but he really isn't a part of it. Piper tells him that she couldn't be more proud to be with him, and wants to share him with the world. They start to kiss, but Prue tells them she still has a headache.
Phoebe goes to Cole's apartment and kisses him as soon as she's in the door. Within minutes, they're in bed, passionately kissing in one of the most tender love scenes of the series. Phoebe stays and says "last night was magical."
Vince enters Father Thomas's former church and demands to know where Father Thomas is. A woman directs him to Crest Hills; he had a nervous breakdown after losing his ability to care for people. Vince kills her.
Prue cowers in the manor basement. She's picking up the emotions of the whole neighborhood and is trying to hide. Leo and Piper convince her to come out and help them find Vince, but not before Prue causes a beam to fall from the ceiling. They meet Phoebe outside the church and go to the room where Vince had been hiding. Phoebe gets a premonition and sees Vince's past victims as well as Vince killing a man who turns out to be Father Thomas. She didn't even touch anything; Leo thinks the room is full of psychic residue. Phoebe sees Crest Hills, and they go there and meet Father Thomas.
Father Thomas tells Piper and Phoebe that Vince is really a powerful demonic assassin named Vinceres. Father Thomas had been an empath and had actually been helping Vinceres when he thought he was human, but Vinceres tried to pay him back by killing him. He passed his empathy to Vinceres, rendering him unable to kill again. Father Thomas is fearful on learning that Vinceres is free; Prue feels his panic and shakes the entire room.
The sisters, Leo and Father Thomas return to the manor; Prue hides in the basement again. Father Thomas fears that Vinceres can't be stopped. The only reason Prue's spell worked was because Vinceres wanted it to work. Phoebe thinks that Prue could learn to channel the emotions she's feeling, and so become powerful enough to fight Vinceres. Father Thomas thinks Prue is too far gone, but Piper refuses to accept it, and convinces Father Thomas to talk to Prue.
Father Thomas tries to snap Prue back to herself. He feels that Prue is suffering because she's trying to fight the emotions she's feeling--the same thing Vinceres did. However, Vinceres was only able to fight the emotional load because demons can't feel human emotion. Vinceres bursts in.
Piper tries to freeze him, but it only slows him down. Piper cracks Vinceres over the head with a flowerpot, but it doesn't even scratch him. Vinceres flings Piper into a wall. Phoebe tries to attack Vinceres, but her kicks and punches have no effect, and he flings her into the wall as well. Piper tries to freeze Vinceres again, with no luck.
Father Thomas tells Prue to channel her empathy into strengthening her powers. Prue doesn't think she can, but Father Thomas tells her that she can feel all that it means to be human.
Vinceres has Phoebe by the throat and demands to know where Father Thomas is. Just then, Prue comes up from the basement with Father Thomas and Leo. Prue flings Vinceres into a wall and engages him, matching him blow for blow. Finally, she astral-projects and astral Prue leaps into Vinceres, who warps and explodes. Prue is no longer an empath.
Idol plays P3. Prue says she just came from the dentist and that he left her tongue numb. Piper says she is lucky he saw her. Prue says she was able to kill Vinceres by forcing him to feel all of the pain she was feeling as an empath; the emotional load literally tore him apart. Leo joins the sisters and says that Father Thomas has returned to his church. The four speculate that the signs that Prue received must have been either from Belthazor or from the Triad. Prue thinks she just got a preview of what her powers will be like once they grow to their full potential.
Phoebe goes to Cole's apartment; he's staying a little longer because an "associate" (who we know is Vinceres) didn't do as he was told.