Gordan Franklin and his son Max are having dinner on the couch, when two masked thugs kick in the door. The thugs take Max away at gunpoint, and tell Gordan not to tell anyone if he wants Max back safe the next day.
In the attic, the sisters are doing spring cleaning, and Prue helps move things along telekinetically. Prue mentions that Phoebe, inadvertently, told her about a planned surprise party. Piper and Phoebe want to keep their toys to give to their kids, but Prue wants hers thrown away; she doesn't think she's cut out to be a mother.
The thugs have Max tied up and gagged in an auto shop and tell him to do as he's told if he wants to live. One of them mentions that his brother told him Max helped them break into an arcade.
The spirit board starts moving, and Prue records its message: "Help Max". The sisters don't know what to make of it. The next day, Piper argues on the phone with Harry, a new chef at Quake. Harry has replaced all of her knives. As she leaves, she bumps into Leo. She's happy to see him and Phoebe tells him of a flickering chandelier.
Prue goes to Andy and tells him of Max. He wants to know how she knows and all she can think of is to tell him of the spirit board. Andy has no record of any missing persons named Max.
The thugs force Max to disable the security system at a microchip plant. Max concentrates and a panel shorts out. One of the thugs enters the front door and walks out -- they are not out to steal anything, only to test Max. As the thug leaves, a security guard confronts him. The thug pulls a gun and fires, wounding the guard.Piper arrives at Quake and argues with Harry. He has disrespected her, changed all the menus, and is wearing shorts instead of the proper chef's uniform. Piper tries to fire him, but Harry curtly says she can't. She freezes him and throws his crab ravioli into the trash.
Phoebe surprises Leo, while he is levitating to fix the chandelier. Leo explains that he is a Whitelighter, a guardian angel for good witches. He he was sent out by the Elders to watch over the Charmed Ones when they first got their powers. He demonstrates his powers by warming Phoebe's tea. Leo admits that he came back to help Max, who is a young witch new to the Craft. He got word that someone was trying to make Max use his powers for evil purposes, and that he manipulated the Spirit Board so Prue would get Max's cry for help. Leo asks Phoebe to keep his secret. He tells Phoebe that he fell in love with Piper, and that witches and Whitelighters aren't allowed to fall in love.
Andy visits Prue at her office. She hides the spirit board in her drawer. He's found out about Max, who was seen at the break-in at the microchip plant. He also said that he went to see his father, and it was obvious he knew what was going on, but was afraid to tell. Meanwhile, the spirit board starts moving and Prue records it's message "Kidnapped auto shop". Prue calls Piper and lets her know what's going on, but Harry breaks in.
Leo agonizes over how to break it off with Piper.
Prue goes to see Gordan. He refuses to talk to her, until she reveals that she is a witch. Gordan tells her that his wife, Paulette, was also a witch, but that she didn't reveal that both she and Max were witches, until shortly before her death three months ago. Not long after that, Max started manifesting his powers, and Gordan couldn't handle it. Prue mentions the auto shop clue, and Gordan mentions Max's friend Danny. As it turns out, Danny's brother; David, one of the thugs, works there.
Prue gets some information from Danny, and heads to the auto shop with Gordan. She finds Max and unties him, but one of the thugs shows up just as she's about to head out. Prue throws him out the door. The other thug shows up, and Prue throws him as well. Just as they're about to leave, one of the thugs comes to and knocks her out. Prue comes to, and Max has been wired with plastic explosives. One of the thugs has a remote control, and threatens to blow Max up if Prue tries anything funny.
Max is ashamed of his powers, but Prue tells him they're a gift. Max tells Prue that his dad hates him for these new powers, but Prue tells him he's just as new to them as he is. She promises to protect him.
Leo tries to break up with Piper, but can't find the right words. Phoebe shows up at the wrong moment as Harry yells at Piper again.
Darryl shows Andy a picture of Mickey Jackson, one of the thugs. Mickey had robbed a bank and the two think he's planning another bank robbery. They don't know where Max fits in. Phoebe calls, asking after Prue, and Andy asks after Max. Phoebe makes an excuse and hangs up. Leo is unable to sense either Prue or Max. Piper walks into the manor, Phoebe leaves, and now Piper is alone with Leo. Leo tries again to break up with Piper; she freezes him and confronts Phoebe. Phoebe offers no answers. Leo says that he is "involved" and he has to leave again. Piper admits that Leo is "geographically undesirable", kisses him and walks out. Leo gets a "jingle" and suddenly walks out the door.
The thugs load up a van with guns. Prue discusses witchcraft with Max. Prue says she feels his pain; her mother died when she was about Max's age. She also says that she didn't expect to come into her powers either, but had to figure it out for herself and thinks Max can too, with his father's help. Prue attempts to rescue Max, but gets caught in the process. Prue talks to Max about his power of psychokinesis. The thugs order Max and Prue into the van. Gordan appears and begs the thugs to let Max go. The thugs shove Max and Prue into the van, and Mickey shoots the father. It's night now and the thugs order Max to disable an alarm system of a bank and open a vault. The four enter the bank and the thugs start stealing money. Prue encourages Max to use his power, giving a knowing glance at the bomb. He defuses the bomb strapped to him and activates the alarm. The guards show up, but Prue sees the thugs readying machine guns, and throws the guards out of the way, just before the thugs open fire. Mickey angrily hits the button, and is surprised when nothing happens. Prue yanks the guns out of the thugs' hands. Before they can figure out what is happening, she throws the thugs into the vault and locks them in.
Gordan is near death, when a white light appears. He thinks it's Paulette, but it's really Leo. He heals Gordan's gunshot wound, encourages him to continue to raise Max well, and orbs away. Prue and Max return in the van and find Gordan unharmed. Gordan invites Prue to visit Paulette's grave with him.
Leo has left and Piper thinks he has a secret. Phoebe tells her and Prue that Leo is a Whitelighter and that he wasn't supposed to fall in love with Piper. Neither Piper nor Prue believes her.