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Leo complains of tiredness and goes to bed, leaving Piper alone on the couch. The scene morphs and a man named Ryder appears. Piper protests that she's married, but Ryder says "Not in your dreams, you're not," as he kisses her.
A ghostly figure sprinkles dust on the sleeping Leo. Leo starts dreaming; he comes downstairs with his newborn baby -- which vanishes, to his horror.
The same figure comes to Paige. In her dream, she is at P3, Paige approaches a crib to give a baby a clown doll, and then all the guests leave. The clown doll tells her, "They don't care about the kid. Nobody does."
The figure comes to Phoebe. In her dream, she is pursued by a man with a chainsaw. The scene shifts and she sees the same ghostly figure, being zapped by a demon. Phoebe awakens and sees the figure, who assures her that she is not dreaming and begs her to help him.
While all this is going on, Paige is planning (rather neurotically) her sister's baby shower - she seems genuinely upset that no one seems to care about it except for her. She specifically points out that "it's not every day a witch-whitelighter hybrid is born into this world, and it's worth celebrating", which provides an insight as to why Paige is obsessing over the baby so much.
Phoebe tells Leo of her dream, and implies that the chainsaw guy is just a recurring dream; but she has identified the demon as a Tracer Demon.
The Tracer Demon meets with his boss. He is after Sandmen. Demons don't dream, but with every Sandman he catches, more humans won't either. In the city, people are getting short-tempered. Phoebe suspects demonic foul play, though her sisters just think she's paranoid.
Leo comes back from the Elders, having consulted them on Phoebe's dream. He tells the sisters that the ghostly figure is a sandman. The sisters work out what's happening and Paige and Phoebe orb to the campground, where Phoebe had her dream. The witches and the sandman are knocked down and too much sand falls on Phoebe. The chainsaw guy is now real and attacks, but Paige orbs Phoebe and the Sandman to safety.
The Tracer Demon's boss is upset that he has failed, but he has brought the chainsaw guy. The Tracer Demon borrows a number of sand satchels from his boss, planning to bring the other sisters' nightmares to life.
Phoebe is trying to summon the tracer demon, but is distracted by the threat of the chainsaw guy. The Sandman and Leo try to help her work through the issue; the chainsaw guy evidently represents some dark buried thought in Phoebe's head, so the sandman suggests that she unmask him in order to work it out so he'll go away.
The Tracer Demon shows up and dusts Piper, Paige and Leo. When they come around, Piper is in a slinky dress and Ryder is standing there; Paige has a clown named Slappy after her; Piper isn't pregnant, and Leo is. Phoebe screams as the chainsaw guy attacks. She stabs him with a wooden pole, but the tracer demon shimmers in and kills the sandman. Moreover, stabbing the chainsaw guy resulted in nearly killing herself: as a dream of hers, he was part of her and killing him like she would a human or a demon was not the solution. Consequently, when Leo heals her, he heals her nightmare as well.
Phoebe runs downstairs as the others orb away. The sisters trap the chainsaw guy in a crystal cage, next to the ones holding Ryder and Slappy.
The Tracer Demon collects his bounty and then vanquishes his boss, believing that the sisters are vulnerable.
The four discuss their recurrent dreams come to life. Leo is jealous of Ryder. Phoebe thinks the chainsaw guy is Cole. The four decide to enter their dreams and try to work through them. The sisters say a spell and Leo sprinkles the dream dust on them, standing watch in case of attack.
Paige has her dream, but the clown doll has different words for her. Paige approaches the crib and sees the name on the baby's garment: "Paige Matthews". She awakens and Slappy disappears. She regrets that her own birth had to be a secret.
Piper is alone with Ryder. They kiss sweetly -- and when they separate, Ryder has turned into Leo. As the Ryder in the crystal cage vanishes, she explains to Leo that her dream meant she missed the couple they used to be before she became a walking incubator.
Phoebe jumps up on a high place and kicks the chainsaw guy. He splits in three, and now there are three chainsaw guys in the manor. Dream Phoebe is cornered in the kitchen. She unmasks one of them and sees her own face. She was running from herself, feeling guilty for what happened to Cole.
Leo feels the baby kick, and is joyous at it. The baby, then, returns to Piper's belly. The Tracer Demon appears, but he's too late and Piper blows him up. The sisters decide to hold the baby shower at P3, and in the final scene the club is full of happy partying people and music playing in the background... and the three sisters are placidly asleep on a couch.