Prue has worked on a presentation with Jack: Mr. Cauldwell has promised to send the partnership with the best presentation to New York for a conference. Piper has made a basket to give to a friend at an upcoming baby shower. She even knitted a blanket and a teddy bear. Prue thinks this could be good practice depending how far Piper goes with Dan, but Piper isn't thinking that far ahead yet.
Phoebe tries to talk Darryl into letting her use her premonitions to help solve his cases, but Darryl is somewhat cool to the idea. Phoebe notices several officers trying to calm a baby someone abandoned at the precinct. She notices he has a blanket around him with the name Matthew embroidered on it. As Phoebe calms Matthew down, she picks him up and has a vision of a man running with the baby as a ghost shoots lightning at them.
Phoebe takes the baby to the manor. She can't figure out why a ghost would be after a baby. They have 24 hours before Social Services starts asking questions. Piper notices that Phoebe is a natural with babies. Prue comes in, and Phoebe briefs her on the situation. Prue suspects there's something more to Matthew's abandonment--he's wrapped in a silk blanket, and his car seat is an Eddie Bauer. However, Phoebe thinks he wasn't abandoned for financial reasons. Phoebe goes back to Darryl while Prue goes shopping for diapers and such, leaving Piper with the baby.
At Baby Town, Prue notices the diapers are on a very high shelf. Making sure no one notices, she telekinetically pulls them off the shelf and into her cart. She runs into Jack, and explains she's shopping for her "baby cousin." Jack promises her a lovely time in New York.
Dan assists Piper in caring for Matthew. Dan's a natural; he comes from a large family. Prue comes in and helps Piper change Matthew. Suddenly, Matthew pees, and Piper freezes it before it sprays them. Prue moves the pee out of the way. Prue gets a new diaper, but it's too small. Dan turns a tea towel into a makeshift diaper.
Phoebe and Darryl have a sketch artist draw the face of the man with the man carrying the baby. She faxes the sketch to Prue, who identifies him as Gilbert van Lewen, a member of one of the richest families in San Francisco. Prue says that last summer, his family retained Bucklands to sell an art collection, but backed out when Gilbert's father died. Gilbert's brother had died two days earlier.
Gilbert's wife, Alexandra, demands to know what Gilbert did with Matthew. Gilbert says he abandoned Matthew for his own protection. Matthew was due to be christened the next day, and Gilbert is certain the ghost will attack then; he strikes at a moment of great joy. Alexandra thinks Gilbert is still shaken up from his brother's death. Just then, he hears a noise. Gilbert's mother, Martha, runs in and tells Gilbert to flee. The ghost appears and demands baby Matthew. Gilbert refuses, and Elias blasts him with lightning. Gilbert goes flying over the banister. The ghost apparently has a grudge against Martha, and is out to kill all the males in her family.
Darryl, Prue and Phoebe go the van Lewen estate. Darryl meets with Martha, who claims that her grandson Matthew is with his aunt in Sonoma. She isn't willing to talk further. Phoebe and Prue snoop upstairs and find Matthew's room. Alexandra finds them and they claim to be grief counselors. Alexandra wants nothing to do with them.
Phoebe researches the van Lewens. She knows that ghosts haunt for a reason, and suspects someone has it in for Matthew's family. Piper tries to console a crying Matthew while Prue works on her presentation. Finally, Piper hands Matthew off to Phoebe. Phoebe tries burping Matthew, who spits up on Prue's presentation and goes right on crying. Hours later, Matthew is finally quiet. Prue is holding him when he starts crying again. Prue lays him on a blanket and makes a telekinetic mobile out of items in her purse.
Piper takes over the research, and finds that the van Lewens' chauffeur, Elias Lundy, disappeared just before Martha's husband died. Phoebe brings the Book of Shadows downstairs, figuring their mother and Grams might have left some advice there. The only advice she finds is "sometimes a baby just has to cry". Piper finally gets frustrated and freezes Matthew.
In the morning, Dan holds Matthew while the sisters catch a few minutes' sleep. He has to go to work and hands Matthew to Piper. While Piper and Phoebe head back to the Van Lewen estate, Prue takes Matthew to work. Jack has finished the presentation and covers for Prue. Mr. Cauldwell comes in and says that Prue is out of the running for the New York trip--but Jack is still in consideration.
Meanwhile, Piper and Phoebe go to the van Lewen estate. Martha answers the door, followed by Alexandra. Phoebe shows them the scrap of cloth with Matthew's name on it. Before they can go somewhere safe, the ghost snatches the cloth out of Phoebe's hand. He appears and demands after Matthew. When Alexandra refuses to answer, the ghost tries to blast them. Piper freezes his lightning bolt, but the ghost doesn't freeze. Piper unfreezes the scene so everyone can escape, and she, Phoebe and Alexandra run out the door. Martha tries to follow, but the ghost slams the door in her face. Martha turns to the ghost and tells him that he can't leave either.
Piper, Phoebe and Alexandra meet at P3, and Alexandra tells the sisters that Elias is the ghost they saw earlier. He'd been obsessed with Martha, even carving his and her initials on the largest oak on the grounds. One day, Elias attacked Martha, and her husband shot him in the back and buried him under the initials. Soon afterward, the van Lewen men started dying. Martha knows Elias is behind the deaths, but no one believes her. Gilbert himself didn't believe her until Elias killed his brother. Elias wants Martha to suffer for what her husband did to him, which is why he wants to kill all the men in the family--including Matthew.
Prue is heading out with Matthew. Jack walks up and says they won the trip to New York, but she has changed her mind.
Phoebe prepares a potion to vanquish Elias. It has to be spread over his bones. Darryl shows up and says Social Services has called. The sisters palm Matthew off on Darryl and head to the van Lewen estate with the potion.
Elias has Martha cornered. He zaps at her several times and misses. Phoebe finds the oak and calls for Prue. Just as they're about to start digging, Prue tells Phoebe there's an easier way, and lifts Elias' remains from the ground.
Elias is still trying to blast Martha when Piper walks in behind them and freezes the room. Prue and Phoebe are about to start pouring the potion over Elias' bones when Elias senses Phoebe poking the bones with her shovel. He appears on the balcony and zaps the bones deep into the ground. The two run into the manor and go to Martha and Piper.
Phoebe says that a ghost can also be vanquished by destroying the object of its wrath -- Martha, in this case. The sisters are unwilling to do this, but Martha says she is no innocent. She reveals that she shot Elias in the back after he threatened to kill her husband. Elias appears again, and Martha resolves to protect Matthew. She flings herself backwards over the banister to her death. Her ghost rises from her body, and she says, "Go to Hell, Elias." A hellhole opens up and Elias disappears into it. Martha moves on.
The sisters bathe Matthew in the kitchen sink one last time, meet Alexandra at the police station, and hand Matthew to her.
At P3, the sisters talk of how many children they think they'll have. Piper thinks Dan is a little too perfect. Jack walks in and Prue meets him.