A security guard, Mike, has gone crazy, and is desperately seeking help for a nonexistent fire. The police arrest him and Darryl goes to the Charmed Ones. Darryl and Paige visit Mike in the hospital. He calls himself George and tells Paige that there's a fire at the Cabaret Fantome. They conclude that Mike is possessed.

Paige, Phoebe and Drake research at Magic School. Paige finds a newspaper article and Drake finds a book with information on lost souls. He tells the sisters that lost souls are those that died violently together, and that bad souls can hold the good ones back. The three go to the site of the cabaret; Drake says a spell and he and Phoebe find themselves in the cabaret.

The owner of the cabaret is Count Roget, who notices Phoebe and Drake. He is aware of the full situation: the souls will endlessly relive the fire, but only he knows about this situation. He thinks that Phoebe and Drake might be his way to escape. He meets with Phoebe and Drake. After a conversation, several explosions rock the club, and all exits slam shut. The Count calmly sits while everyone else tries in vain to escape, and notices Phoebe and Drake fading out. Phoebe and Drake return to their bodies.

Phoebe, Drake and Darryl go to Mike and ask him about the count. Mike, apparently possessed by George (but later revealed to be the Count himself), tells them that the count signs some paper every time the night of the fire repeats. Phoebe and Drake suspect it's a pact with a demon.

Back in the Manor, Leo is writing a page in the Book of Shadows to his sons on how to be a whitelighter. Piper comes in, and reassures him he will be fine when the Elders punish him and he will be able to teach them himself. Piper then asks if Leo found anything in the book. Leo turns to a page and reveals he found a demon named Sargon could possibly be the reason for the fire since he makes pacts and can be found in bordellos, bars and the like. Piper is not all to glad because she, Phoebe and Prue had already vanquished him 5 years ago. Meanwhile, Paige is at the Bay Mirror and glamoured into Phoebe, doing the interview for her. Paige's answers make it sound like Paige was the whole reason behind Phoebe taking the job at the Bay Mirror. In the manor, Phoebe and Drake have joined Piper and Leo. Piper informs Phoebe that they already vanquished the demon they are after. Phoebe and Drake decide to go back to the cabaret, hoping to catch the demon there while the pact is being made, but find the Count waiting for them. He reveals that the demon was long gone by that point and shoots Drake just as the explosions begin and escapes into Drake's body. Phoebe uses a fortune-teller's book to find an incantation and return to her body which is how George and the Count possessed Mike.

Phoebe woke up and this surprised Piper, to make sure she was Phoebe she asked what her middle name was which Phoebe jokingly answered 'surly'. Phoebe, Piper and Leo finds the Count at the site of the cabaret. Phoebe throws a potion and evicts him from Drake's body; he is dragged into Hell. All the lost souls escape, including Drake's. Phoebe and Drake share a lighthearted romantic moment. Mike comes to his senses.

At P3, Piper and Leo decide that they will stop worrying about what consequences may await Leo in the future and will live for the moment. Paige arrives, and Phoebe thanks her for doing the interview in her place. Drake sings onstage, much to the delight of everyone.

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