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Written by: Henry Alonso Myers

Season 5, Episode 07

Episode No. 95

[Scene: Law office. Cole, two men and a court reporter are there. Cole hands the men some files and sits down across from them.]

Cole: I'd like to draw your attention to exhibit W, delivery manifest, you'll find it on page six of your documents. As you can see the manifest refers to a shipment made on September 5th of last year.

Man #1: (whispers) I don't know what this demon's trying to prove.

Cole: Excuse me, did you say something?

Man #1: No, please, continue.

(Cole starts to sweat. He has a sip of water.)

Cole: The shipping director, Mr. Peters is responsible for the items on this manifest including, uh, forty-eight barrels of toxic waste.

Man #2: (whispers) Trying to deny what he is. Like we don't know. (to Cole) You give us all a bad name.

(Man #2's eyes glow red. Cole stands up.)

Cole: What the hell is going on here?

Man #2: It's called a deposition.

Man #1: You alright, Mr. Turner?

Cole: I'm sorry, excuse me.

(Cole rushes outside. The men shrug.)

[Cut to the hallway. Cole loosens his tie and walks into an elevator where there are two other men. The door closes and Cole waits.]

Man #3: Check out the demon.

(Cole turns to them.)

Cole: What'd you say?

Man #3: You're an embarrassment to us all, you know that.

(Their eyes glow red.)

Cole: Just leave me alone.

Man #3: Give it up, Cole. You can never be good. (Cole turns around and throws a fireball at them. He covers his eyes and they are vanquished. Cole uncovers his eyes and notices the two men standing there again.) Are you okay, man?

[Time lapse. Cole is walking quickly down a hallway. He reaches his office and closes the door behind him. He breathes heavily. He notices Phoebe sitting in his chair.]

Cole: Phoebe, thank god. I need your help. (He walks over to his desk.) I think I'm going crazy or somebody's messing with my mind.

Phoebe: Shh, slow down. Tell me what happened.

Cole: I was just apposing a witness for chemical dumping case and I went...

(He notices a formal notification of divorce action form on his desk. Phoebe picks them up and walks around to Cole.)

Phoebe: Final divorce papers. I need you to sign them.

Cole: That's why you're here?

Phoebe: Yeah, it's finally over, officially. Because you're evil.

Cole: No, you're wrong.

Phoebe: No, I'm right. You've always been evil and you always will be.

Cole: That's not true.

Phoebe: Yes, it is. (She touches his face.) Cole, don't fight it. It's who you are.

Cole: I'm not evil, damn it! I'm not evil! (He grabs Phoebe around her neck and pins her against the wall. A picture frame smashes behind her. Suddenly, it's not Phoebe anymore. It's his assistant. Cole looks shocked and lets go of her.) Lauren. (Lauren runs out of the room, frightened. Cole starts to panic.) What's happening to me?

Barbas's Voice: Oh, you know what's happening to you. You are evil, Cole. (Barbas's spirit appears.) You're evil, Cole. It's your worst fear. (Barbas disappears.) And it's true.

Opening Credits

[Scene: Manor. Conservatory. Paige is there standing beside a table. The Book Of Shadows, candles, a pot and other things are on the table.]

Paige: Okay, sixteenth time is the charm. (She picks something up and throws it in the pot. It explodes and feathers fly out of it.) Damn it!

(Leo walks in.)

Leo: What's going on, Paige?

Paige: Just trying to conjure up some doves.

Leo: Oh. Out here in front of all the windows, huh?

Paige: Well, the attic was feeling a little cramped, you know, I thought a change of scenery might help.

Leo: Hmm. (He walks over to the table.) Prue's animal conjuring spell, huh? That's a tough one.

Paige: Yeah, tell me about it. How long did it take her to get it down.

Leo: A couple of days at least.

Paige: Oh, good, then I don't feel so bad.

Leo: What's going on, Paige?

Paige: Nothing.

Leo: Paige...

Paige: You promise you won't tell Piper and Phoebe?

Leo: Yep.

Paige: Okay, Prue was this awesome witch with a full-time job and I quit my job to be a full-time witch and I still haven't reached her level yet which makes me feel incredibly frustrated and lame.

Leo: Well, I thought you were done comparing yourself to Prue.

Paige: Yeah, so did I. It's just these last couple of days for some reason I've been feeling a little insecure. And this stupid spell isn't helping any. Come on, now, give me a dove, any dove. (She throws something in the pot and nothing happens.) Nothing.

(Piper walks in holding a cup.)

Piper: Hi. I am off to yoga and then to the salon for a manicure and pedicure, there's a cherry pie cooling on the counter and I will be on my cell.

Paige: Uh-uh. Pre-natal police, lady, put the mug down, step away from the coffee.

Piper: It's herbal tea. I am on a natural high. This is the first morning in months where I actually kept my breakfast down.

Leo: Hey, congratulations.

(He goes over to her.)

Piper: Mm-hm. Goodbye morning sickness, hello second trimester. I feel wonderful. And so I was thinking, you know, when I get back maybe we can start practising for the new kid.

Leo: Ooh.

(Leo and Piper kiss.)

Paige: Eww, I'm still here, thanks.

(Piper opens her eyes mid-kiss and sees a spider slide down from its web behind Leo. She stops the kiss and screams, pointing at the spider.)

Piper: Spider, get it, get it, get it.

(The spider runs along the floor and Leo grabs it.)

Paige: Okay, you can handle demons and warlocks but not spiders?

Piper: Ugh, jinxed. I should have known this was gonna happen.

Leo: What are you talking about?

Piper: It's the story of my life. When everything is going great, something inevitability happens that will ruin it.

Paige: A little spider did all that to you?

Piper: Oh, you just wait, you will see.

(Suddenly, Cole appears.)

Cole: Please, you've gotta help me.

Piper: See?

(Cole walks into the living room, looking around.)

Cole: Did they follow me?

Piper: Who?

Leo: Cole, maybe you should...

(Cole spins around and faces Leo.)

Cole: Stay away from me! (He throws an energy ball at Leo and Leo ducks. The energy ball hits the wall.) Got him.

Piper: Cole, what are you doing?

(Cole moves closer to Piper.)

Cole: You're with him.

(An energy ball forms in Cole's hand. Paige goes over and pushes him. The energy ball disappears and Cole snaps out of it.)

Paige: What is wrong with you?

Cole: I'm sorry. I didn't hurt anyone did I?

(Leo stands up.)

Leo: You could have. Lucky for you I'm already dead.

(Cole sits down.)

Cole: It's getting worse.

Paige: Worse? What is getting worse?

Cole: My powers. At first I was imagining that I was using them and now I really am.

Piper: Using them against what?

Cole: Demons. (He stands back up.) Or at least so I thought. Someone is messing with me somehow, making me see things. You guys have gotta help me otherwise I might really hurt someone.

[Scene: P3. Phoebe is there sitting on a couch. Her date, Miles, walks over and hands her a drink.]

Phoebe: Thanks.

(Miles sits down beside her.)

Miles: You okay?

Phoebe: Yeah, yeah, I'm fine. Why?

Miles: I don't know, you just seem a little nervous, that's all.

Phoebe: Oh, really, do I? Seem nervous, huh? No... yeah, well, maybe just a little. You have to understand it's been a really long time since I've been out on a first date, let alone a first or second one.

Miles: There's not much of a difference, really. Except for the kiss, of course.

Phoebe: The kiss?

Miles: Oh, yeah, third date, mandatory. You probably forgot.

Phoebe: Well, thanks for reminding me.

Miles: You're welcome. (They laugh.) Hey, how long were you married?

Phoebe: Not long. But we were together for two years. The beginning was great, it's just the end was, uh, hell.

Miles: Yeah, I had the same experience with my ex.

Phoebe: Uh, no, I'm pretty sure you didn't. (He gives her a confused look.) Well, you know, 'cause every situation's sorta different.

Miles: He didn't treat you right, did he? Hey, I'll treat you right.

(They lean in for a kiss but Piper interrupts.)

Piper: Hi. Bad time?

[Cut to the P3 office. Paige and Cole are there. Piper and Phoebe walk in.]

Phoebe: All I've got to say is this better be good. (She notices Cole.) You've gotta be kidding me.

Paige: I'm sorry, Phoebe, it's really important.

Piper: Desperate demons call for desperate measures.

Cole: I think that, uh, someone is trying to drive me crazy.

Phoebe: Well, that makes two of us.

Cole: No, you don't understand, I don't know what's real anymore, what's going on in my mind. I almost killed my secretary today, and then Leo...

Barbas's Voice: This could be your worst fear come to life, Phoebe. (Barbas appears beside Phoebe.) Cole dragging you back into his world of evil.

(Barbas disappears.)

Cole: Are you listening to me?

Phoebe: Yeah. But Cole, I'm not gonna allow you to drag me back into your world of evil.

Cole: I need to figure out what is going on before somebody gets hurt.

(Barbas reappears beside Phoebe.)

Barbus: Careful, it's another one of his tricks to get you back.

Phoebe: How do I know this just isn't another one of your tricks to get me back?

Cole: My tricks? (Barbas disappears.) This is no trick. I am seriously afraid of what I might do and I'm begging you for your help.

Phoebe: I'm sorry, Cole, I can't. I have to draw the line sometime and I'm gonna draw it right now.

(Cole disappears.)

Paige: Listen, far be it for me to take his side but what if he is actually telling the truth?

Piper: I agree. If there's a demon out there powerful enough to mess with Cole's mind...

Phoebe: Then it's his problem. It's not ours and it's not mine anymore. Now if you'll excuse me, I'm gonna go back outside and try to salvage what is left of my date.

(Phoebe leaves the office.)

Commercial Break

[Scene: P3. Across the room, Phoebe sits back down with Miles. Piper and Phoebe are sitting at the bar.]

Paige: Now what? We can't just sit around here doing nothing.

Piper: No, unfortunately, Cole is really powerful and if some demon is trying to manipulate him...

Barbas's Voice: Helping Cole could bring your worst fears to life. (Barbas's spirit appears beside Piper.) Maybe it's better to just let it go.

(Barbas disappears.)

Paige: Hello? You were saying?

Piper: On second thought, maybe we should just let it go.

Paige: Let it go?

Piper: Yeah, it wouldn't be the first time Cole's been less than honest with us. Maybe Phoebe's right, it's not really our problem.

Paige: Yeah, it's not our problem until he hurts us.

Piper: True.

(Barbas reappears.)

Barbas: He'll ruin everything, remember? He's brought you nothing but misery in the past.

(Barbas disappears.)

Piper: But then again, why should we trust him? He's brought us nothing but misery in the past.

Paige: What is wrong with you? Is this Dr. Jekyl or Mr. Piper? Make up your mind, lady.

Piper: Look, all I know is the more I think about it, the more I agree with Phoebe. We don't need to go looking for trouble, trouble comes to find us anyway.

Paige: But, wh-

Piper: Paige, look, two against one, okay.

(Piper walks away. Barbas appears beside Paige.)

Barbas: And you're always the one.

(He disappears.)

[Scene: A rock edge above a fiery pit. Barbas and a demon are there. Barbas is meditating. He stumbles and nearly falls into the pit.]

Demon: Barbas, careful! Shame if you fell after all these.

Barbas: I will not fall, but I will rise.

Demon: So the witches are gonna do what you want?

Barbas: In time. Oh, the Charmed Ones are not your ordinary witches.

Demon: Yeah, I know, I know, it's just, uh, how much time? You've been working on them for weeks. I don't mean to rush you or anything but I'm really hot, like all the time!

Barbas: Patience! Or have you forgotten? I can summon your fears to life even down here.

Demon: Forgotten? No, sir, I'm the one you've been practicing on, remember? But I gotta say, the deal was if I taught you how to project out from down here, then you'd help me escape.

Barbas: You'll be rewarded for your service.

Demon: Oh, yeah? That's good, that's good. 'Cause you know, this whole eternal banishment thing is really starting to get me down.

Barbas: The Charmed Ones are in conflict even now. Soon they'll break. When they do, they will provide me with more than enough power to free the two of us from purgatory... forever!

[Scene: Manor. Paige's room. Paige is lying on her bed looking through the Book of Shadows. Leo walks in.]

Leo: I talked with the Elders. They don't know of any demon powerful enough to manipulate Cole.

Paige: Ooh, the Elders don't know anything, what a shock.

Leo: Is there anything in the book?

(Paige sighs.)

Paige: No.

Leo: I think your sisters might be right on this one.

Paige: No, Cole, might be in trouble, Leo. He might not be an innocent and we'll go so far as to call him that, but something is after him. My instincts haven't let me down yet.

Leo: Your sisters have good instincts too.

Paige: Yeah, I know there's three of us, I've been out voted and I don't want to go up against him, but what's the harm in following up a little magic on my own?

Leo: Well, as your Whitelighter I would say go with your instincts.

Paige: Okay.

Leo: But as your brother-in-law, going up against your sisters is pure suicide.

Paige: Great, you really helped clarify this issue.

(Leo leaves her room. Barbas's spirit appears.)

Barbas: So the fear that you're not good enough, that you're not worthy of the power of three. Oh, go on, prove yourself. Save Cole the same way Phoebe did before. Your sisters will be so proud.

(Barbas disappears. Paige flips through the book.)

[Scene: Cole's apartment. It's dark. Paige walks in.]

Paige: Cole? Cole? Cole?

(Paige turns around and Cole grabs her by her neck.)

Cole: Don't move, demon.

Paige: Cole, it's me, Paige!

Cole: Who sent you? Answer me!

Paige: Damn it, you idiot!

(Paige hits him across the face and he snaps out of it.)

Cole: Oh, god, oh, god, I'm so sorry. Are you okay?

Paige: Yeah, no thanks to you.

Cole: I don't know who I am anymore.

Paige: Well, I think I have a solution for that.

Cole: What do you mean?

(Paige holds up a blue potion.)

Paige: Power stripping potion. It's the same stuff Phoebe used on you, I made some adjustments to compensate for your added powers.

Cole: You wanna take away my powers? I'd have no way to defend myself.

Paige: Yeah, you also wouldn't be able to hurt anybody else, including Phoebe.

(Barbas's spirit appears beside Cole.)

Barbas: If fear hurt Phoebe for more than your fear remaining forever evil. Protect Phoebe. Strip your powers.

Cole: Let's do it. (He takes the potion and drinks it. He screams in pain and drops to the floor. Barbas's spirit appears and a black cloud rises out of Cole and floats into Barbas. Barbas becomes visible.) Barbas.

(Paige sees him and runs over to Cole.)

Paige: Uh, who's Barbas?

(Cole stands up.)

Cole: The Demon of Fear.

Barbas: Oh, I'm so much more than that now. (Cole tries to throw an energy ball at Barbas but no longer has his powers. An energy ball forms in Barbas's hand.) Looking for this? (He throws the energy ball at Cole and he flies through the glass door.) Ooh, very cool powers. (Paige runs over to Cole.) I can hardly wait until I have full control over them. Paige, thank you very much for setting me free. Your sisters will be so proud of you.

Commercial Break

[Scene: Manor. Conservatory. Piper, Phoebe, Paige and Cole are there. Cole is sitting on the chair, badly bruised.]

Piper: Barbas? You couldn't have brought back Andras or Shax or somebody we could actually vanquish?

Paige: Okay, heal now, yell later, Cole's injured.

(Leo walks in.)

Phoebe: Leo can't heal evil.

Paige: He's not evil anymore, the potion worked, I stripped him of his demonic powers.

Piper: And gave them to Barbas.

(Leo walks over to Cole and starts healing him.)

Paige: Listen, I really don't need a lecture right now.

Piper: No, you really do because you have no idea what you've done and now we have a serious problem.

Leo: Guys.

(Leo heals Cole fully.)

Piper: Great, he's not evil. But we still have a serious problem.

Cole: What happened?

Phoebe: What happened is the worst demon we've ever faced tricked you and Paige into freeing him and now he has your powers.

Paige: I'm really sorry.

Leo: I think we should give Paige a break, she was just acting on her instincts.

Piper: Paige, we know you're really sorry and it's not the fact that you screwed up that we're upset about. It's the fact that you didn't listen to us.

Phoebe: We've just had a lot more experience than you do, we've been at this a lot longer.

Paige: Fine. What does this Barbas do? What's his thing?

Piper: He brings really bad things to life.

Leo: Your worst fears to be exact.

Phoebe: And who knows what we can expect now that he has Cole's demonic energy.

Cole: I'll do everything in my power to help you guys fight him.

Piper: Well, unfortunately, anything in your power right now isn't a whole hell of a lot.

Cole: But I'm the only who knows how my powers work, how he might use them.

Leo: He's got a point.

Paige: What's he gonna do next?

Phoebe: Get even. What else?

Cole: Actually, I'm a little worried he didn't try to do that already.

Piper: That's funny, that didn't occur to me as something to worry about.

Cole: Well, if I'm right, you've got bigger problems. If he gains control of my powers he might try to use them to reorganise the Underworld. Become the next Source. You have to get to him before he does or he'll be impossible to stop.

[Scene: Cole's apartment. Barbas and the demon are there. The demon plays a bit of Beethoven on the piano.]

Demon: Looks like the Underworld has been spruced up a bit since my damnation.

Barbas: Very smart operating above ground. It's like, uh, hiding out in plain sight.

Demon: Mm, still, maybe it'd be better to unite the leadership in a more traditional setting, you know, for appearances.

Barbas: Oh, I'm not interested in appearances. I am only interested in the Charmed Ones.

Demon: Why focus on them when you can take over the Underworld.

Barbas: Because those witches banished me to a fate worst than death and the only thing that kept me going was the sweet thought of repaying the favour, with interest.

Demon: With all do respect, if those witches were powerful enough to defeat you before...

Barbas: I spared you down there so do not try my patience up here.

Demon: All I'm saying is maybe it'd be better to solidify your power base first. (An energy ball forms in Barbas's hand.) Ooh, where'd you learn to do that?

Barbas: Oh, apparently it's one of my new powers, only seems to happen when I get very angry. (The demon gets a bit worried but Barbas extinguishes the energy ball.) Ooh, but perhaps you're right. I've been seeking my revenge for so long, what's a little while longer? So summon the leaders.

[Scene: Manor. Conservatory. Piper, Phoebe, Paige, Leo and Cole are there. They are looking through some books.]

Paige: There has to be a vanquish for him in here somewhere.

Phoebe: We've never been able to vanquish him, just neutralise him.

Piper: Actually we didn't, Prue did.

Paige: Well, maybe you can just do whatever Prue did to banish him last time.

Phoebe: It won't work.

Leo: Prue didn't banish him with a spell, she banished him by conquering her fears.

Cole: Conquering fears isn't going to vanquish him anymore anyway, not with my powers inside him.

Phoebe: Okay, you know what? Time's up. Let me look.

(Phoebe sits in front of the Book of Shadows.)

Paige: Oh, okay, apparently saying I'm sorry a hundred and twelve times didn't work. Maybe a hundred and thirteen. I am sorry.

Phoebe: Paige, I'm not trying to make you feel bad, it's just, you know, you pulled me away from my third date with Miles. A third date.

Paige: A hundred and fourteen. I'm sorry.

Cole: Shouldn't you guys give Paige a break? She had good intentions, that's gotta count for something.

Paige: Thank you... I think.

Piper: Where'd that come from?

Leo: The only place it could, his heart. Cole's good now.

Phoebe: Yeah, well, it doesn't change anything.

Cole: Doesn't it? You're the only one who's seen that side of me, it's the side you fell in love with.

Phoebe: Please don't go there.

Piper: And more importantly, since you don't have any powers, maybe Leo should take you someplace safe.

Cole: No, you'll need me to fight Barbas.

Paige: If Cole is good, doesn't that make him an innocent and doesn't that mean we need to protect him now?

Phoebe: She's right, you should go. Please. (Leo orbs out with Cole.) Okay, well, there's nothing in here. We're gonna have to figure out a way to vanquish Barbas on our own.

Piper: Well, we could use the crystal cage liked we did with the Source, they've got the same powers.

Phoebe: Actually, that might work. We just have to find a way to get him here.

Paige: I can write a spell.

Piper: Well, that shouldn't be too hard, all we have to do is remind him of how much he hates us and he should come running.

Phoebe: I could modify the astral projection spell, try to get him here.

Paige: I'll orb him.

Piper: Uh, no, Phoebe should go.

(Paige looks disappointed.)

Phoebe: Only because I've already overcome my deepest fear the last time Barbas attacked. He can't hurt me.

Paige: What was your fear?

Phoebe: Losing a sister.

[Scene: Cole's apartment. A demon meeting is taking place. They are all sitting around a rectangular table.]

Barbas: So, any questions?

Demon #1: You bring us to the former Source's home and tell us to unite under your leadership because you have so many powers, yet we haven't seen a single one of these fantastic abilities you claim to have.

(Barbas throws a fireball at the demon and vanquishes him.)

Barbas: Anymore questions?

(Suddenly, Phoebe astral projects in front of Barbas.)

Phoebe: Whoa, deja vu. (to Barbas) Hey! How you doing? Don't we know each other?

Demon #2: I'll take her out.

Barbas: No-no-no-no, this witch is mine. I know your fears.

Phoebe: Really? You're sure about that? (Barbas waves his hand in front of Phoebe.) Oh, what's the matter? Lost your touch? (to the demons) And you want this guy to be your new leader? (Barbas throws an energy ball at Phoebe, she dodges it and it hits four demons.) It's, uh, pretty hard to rule the Underworld if you kill everybody, don't you think?

(Phoebe astral projects out.)

Demon: It's a trap. Don't be fooled. Let it go.

Barbas: I can't.

(Barbas disappears.)

[Cut to the manor. Attic. Piper, Phoebe and Paige are there. Piper and Paige are standing around the crystal cage. Phoebe is sitting across the room. Phoebe astral projects back in her body.]

Phoebe: Incoming.

(She gets up and stands beside the crystal cage. Barbas appears inside the circle.)

Piper: Paige.

(Paige puts down a crystal and the cage activates.)

Paige: Got it.

Phoebe: "Prudence, Penelope, Patricia..."

Piper: "Melinda, Astrid, Helena..."

Paige: "Laura and Grace."

Piper, Phoebe, Paige: "Halliwell witches stand strong beside us, vanquish this evil from time and space."

(Barbas explodes. When the smoke clears they notice Barbas still standing there.)

Barbas: I guess you wanted me, now you have me. (He waves his hands and the walls brick up. He disappears.) And now I've got you.

Commercial Break

[Scene: Manor. Hallway. Paige is there. Phoebe and Piper walk in.]

Phoebe: Okay, the windows in our rooms are all bricked over too.

Piper: All the windows downstairs are the same.

Phoebe: We're trapped.

Paige: Like hell we are. (Paige tries to orb out but she bounces off the walls. She bounces into the nursery and orbs back in.) Okay, on second thought.

Piper: Leo!

Paige: My guess if I can't get out, he is not getting in.

Piper: Well, I can get out.

Phoebe: Yeah-yeah-yeah.

(Piper tries to blow up the wall but can't.)

Piper: I can't get out. We can't get out!

Phoebe: Okay, let's not panic, 'cause that's what Barbas wants us to do is panic, right?

Paige: Why doesn't he just kill us and get it over with, if that's what he wants.

Piper: Because he wants us to suffer, that's why.

Phoebe: A little mental torture.

(Paige hears a noise coming from the nursery and she walks in.)

Paige: Guys?

Phoebe: What's the matter?

Paige: Don't you see it? (Paige sees the walls moving inwards.) The walls are moving in on me. (She tries to leave the nursery but the door slams shut.) Help, get me outta here!

Piper: Is she claustrophobic?

Phoebe: I don't know, is she?

Piper: Paige, it's just a hallucination.

Phoebe: Yeah, it's not real, honey, you're okay. (Suddenly, Piper screams.) What? What? What?

(Dozens of tarantulas appear crawling towards Piper.)

Piper: Tarantulas. Lots and lots of tarantulas.

Phoebe: No, there's no tarantulas. This isn't real, you're hallucinating, remember?

(Miles stumbles in.)

Miles: Phoebe.

Phoebe: Yeah?

Miles: I have to talk to you. I have to tell you the truth.

(His eyes turn black and fiery images show in them.)

Phoebe: This isn't real, this isn't happening.

Miles: I'm evil, Phoebe. You know that's why you're drawn to me.

(Phoebe punches him in the face and the hallucination vanishes.)

Phoebe: Okay, people, time to get over your fears right now!

Piper: Easy for you to say, you're not facing killer spiders.

Phoebe: Neither are you.

(A spider crawls onto Piper's shoulder. She flicks it onto the ground and squishes it with her foot. All the spiders vanish.)

Piper: Yuck.

Phoebe: Good girl.

Piper: Paige, it's all in your head. (The walls move closer to Paige. The cot breaks into pieces.) Don't be afraid, you're gonna be okay.

Paige: I'm not afraid. I'm not afraid. I'm okay, I'm not afraid. (The light blows and the room goes dark.) I'm not afraid, I'm not afraid. (The walls stop moving and the room returns to normal. Paige walks into the room.) I did it.

Phoebe: Yeah.

Piper: He's not done, he can't be. He's just playing with us.

Phoebe: We need a plan.

Paige: Why don't I just strip his powers like I stripped Cole's?

Piper: I don't think that'll solve the problem. Those powers are gonna have to find a new demon home. Unless we give them back to Cole.

Paige: No, no, we can not give them back to Cole.

Phoebe: Why not? They're his.

Paige: No, he knows what it's like to be good now. Giving them back to him would be completely unfair and probably a death sentence.

Piper: He's the only one that knows how to control them. Anybody got any better ideas? Let's go make the potion. (They walk into the hallway and Leo orbs in.) Leo, what happened?

Leo: Barbas, he attacked us.

Phoebe: What? Where?

Leo: Downstairs. I orbed in with Cole and the windows bricked over.

Piper: You left him down there?

Leo: Yeah, I came up for help. Besides, Cole knows Barbas's powers so he can get away from him.

Paige: Not for long.

Phoebe: We need him.

Piper: I'll go. You guys make sure that potion's done.

Paige: Do you think it's a good idea to split up? What if that's exactly what Barbas wants.

Phoebe: Do we have a choice?

Piper: Okay, let's get this over with.

[Cut to the stairs. Piper and Leo walk down them cautiously.]

Piper: Where did you leave Cole?

Leo: He was just here.

Piper: Do you hear that?

Leo: What?

Piper: Footsteps.

(A little girl runs down the stairs.)

Little Piper: Grams, I love it! (She runs into the foyer where Grams is.) I love my doll, it's just what I always wanted.

Piper: Do you see her?

Leo: Who?

Piper: Me.

Grams: Happy birthday, sweetheart. You know, your father helped me pick this out.

(Victor walks in.)

Victor: Hey, I thought I heard a little Piper.

Little Piper: Daddy!

(They hug.)

Victor: Happy birthday.

Leo: Piper, what are you seeing?

Piper: Shh, it's okay. I remember this.

Victor: Happy birthday.

(A demon shimmers in.)

Little Piper: Daddy!

(The demon throws a fireball at them and they dive out of the way.)

Grams: "Hell is spun demon creature of death, fire shall take your very breath." (The demon bursts into flames and is vanquished.) Sweetheart, are you alright? Did that bad man hurt you?

Little Piper: No.

Grams: Oh, baby.

Victor: Penny, I told you.

Penny: Oh, Victor, don't start.

Victor: If my girls are raised around this it'll destroy their lives.

Grams: Oh, don't be over dramatic.

Victor: A demon tries to kill my daughter and I'm being over dramatic? If they're brought up around this evil, they'll always live in fear. They'll never be happy. How can you put them through this?

(Suddenly, Leo morphs into Barbas.)

Barbas: See, even your daddy knew. Your happiness can never last.

(Barbas disappears.)

[Cut to the attic. Phoebe and Paige are there. Phoebe is making a potion.]

Paige: You know, I am so sorry. I never meant for any of this to...

Phoebe: It's okay, sweetie, just forget it. Let's concentrate on finding a way out of here. Will you pass me the mandrake root while you're over there? (Phoebe sprinkles something in the potion.) Did you find it?

Barbas: Yes, exactly what I was looking for.

(Phoebe spins around and sees a hallucination of Barbas.)

Phoebe: Where's Paige? What did you do to her?

Paige: What are you talking about? I'm right here.

Barbas: You're right. I couldn't read your fears. (He waves his hand in front of Phoebe.) But I can now.

Phoebe: What have you done with my sister?

Barbas: Same thing I did with your other sister, killed her. With her fears.

Paige: Oh god, it's Barbas, he's tricking you. (Phoebe kicks Paige in the stomach.) It's me, Paige, you're hallucinating.

(Phoebe kicks Paige in the face and she falls onto a chair.)

Phoebe: This time I'm gonna vanquish you for good.

(She grabs her around the neck and kicks her in the face. She pokes her throat and kicks her in the stomach. She falls back onto a dollhouse.)

[Cut to downstairs. Piper is still watching her hallucination. She is crying.]

Victor: She's a little girl for god's sake, your own granddaughter. How can you allow this?

Grams: Because she's a witch, that's who she is. Besides, she has me to keep her safe.

Victor: You didn't keep her very safe tonight, did you?

Little Piper: Please stop fighting.

(Little Piper looks over at Piper.)

Victor: How are my girls gonna find happiness with demons breaking down the door every night?

(Barbas pops in beside Piper.)

Barbas: Your greatest fear will be born in this very moment. The night your daddy left and never came back. (Victor heads for the door and fades out.) Whenever, since this moment, when you experience happiness, tragedy follows. (Grams fades out.) Leaving you destined to a life time of pain. (Little Piper fades out.) A pain that continues on and on, even into the next generation.

(Piper doubles over in pain. She holds her stomach.)

Piper: No. No. No, not the baby.

(Barbas disappears.)

[Cut to the attic. Phoebe throws Paige onto a small table, smashing it. Paige lies there with cuts and bruises all over her.]

Paige: Phoebe, it's me, it's your sister.

Barbas: Come on, finish it. Please, you can do it, I know you can. Come on, kill me.

(Phoebe grabs an athame off the floor and stabs Paige in her stomach. The hallucination of Barbas disappears and Phoebe sees Paige lying there unconscious.)

Commercial Break

[Scene: Manor. Attic. Phoebe and Paige are there. Phoebe is crying.]

Phoebe: No, Paige. Leo! Leo!

(Barbas appears.)

Barbas: He can't hear you.

Phoebe: Piper!

Barbas: There's nobody who can save her now. Come on. You know, this really doesn't have to be so difficult. You already overcame your fears of losing your sister, remember? Ah, wait. That's not your deepest fear anymore, is it? No. Takes somebody really evil to kill with a vengeance like that. That's who you are. Why don't you just accept it? It's kind of like your greatest fear just sort of came to life.

(He raises the athame above Phoebe and suddenly he is blown up. Piper stands at the doorway. Barbas is pulled back together.)

Piper: Playing on an expecting mother's fears. That was a good one. But not that good. (She goes to blow him up but he disappears. A few bricks disappear from the wall, letting some light in. Piper goes over to Phoebe.) What happened?

Phoebe: I thought that she was him.

Piper: Oh, no. The only way we can save her is if you overcome your fears. Tell me what you're afraid of.

Phoebe: I'm evil.

Piper: What? No, you're not. This was an accident. I have known you your entire life, there is not a mean bone in your body. And you need to believe that right now.

Phoebe: But...

Piper: No, not a chance in hell. (The bricks vanish from the wall.) Leo. (Leo orbs in with Cole.) Paige.

[Cut to Cole's apartment. Barbas is there standing before an altar. The demon pops in.]

Demon: Good, you're back. What are you doing?

Barbas: I am making sure that I do not get caught unaware again.

Demon: Barbas, please, I beg you. Forget the witches, you can deal with them later.

Barbas: Witches may be able to avoid their fears but, uh, they will not be able to avoid my new power.

Demon: Now listen to me, the demonic leadership is backing you. The Underworld is yours for the taking.

Barbas: I don't not care about the Underworld, I care only about my revenge. Oh, and in regards to that, I need you to hurl a fireball at me.

Demon: What?

Barbas: I need to test my new power.

Demon: I don't...

Barbas: Do it. (The demon throws a fireball at Barbas and Barbas deflects it back at him, which vanquishes him.) Finally, shut up.

[Cut to the manor. Attic. Leo is healing Paige. Piper is making the potion. Paige wakes up.]

Phoebe: Paige, you're okay, thank god.

(Phoebe hugs Paige.)

Paige: What happened?

Leo: Good thing we were trying to orb in when they barricade came down.

Phoebe: Oh, I'm so sorry, I'm so sorry, I'm so sorry.

Paige: You're suffocating me.

Phoebe: Oh, sorry.

(They stand up.)

Cole: Um, well, I hate to break this up but Barbas will be back soon.

Piper: I'm ready.

Leo: (to Cole) Are you?

Cole: To take evil back? No. But I'm not doing it for me.

(He looks at Phoebe. Barbas appears and creates a blast which knocks everyone to the floor. Piper drops the potion. Everyone gets back up.)

Barbas: Miss me, my babies? (Piper tries to blow him up but he just shakes it off.) Oh, I'm a very quick study.

Paige: What do we do?

Barbas: Ah, still alive I see.

Phoebe: You leave her alone.

(Barbas creates a magical wall in front of Piper, Phoebe, Leo and Cole.)

Barbas: Naughty, naughty, naughty. Wait your turn.

Phoebe: Paige, orb the potion.

Paige: It's in a puddle.

Piper: You can do it. Prue did.

Barbas: Ay, there's the rub. You're no Prue are you?

Paige: Potion!

(The potion orbs onto Barbas and he falls to his knees. A black mist floats out of Barbas's body and into Cole's. Barbas gets up and tries to throw an energy ball. An energy ball forms in Cole's hand.)

Cole: Looking for this?

(Cole throws an energy ball at Barbas and vanquishes him. Cole looks at Phoebe and disappears.)

Commercial Break

[Scene: P3. Phoebe and Miles are sitting on a couch.]

Miles: To our fourth date.

(They clink their glasses.)

Phoebe: Hey, does anything happen on the fourth date that I should be aware of?

Miles: Well, just the fact that we made it past our third date, that I'm talking about.

Phoebe: Oh, why you didn't think we would?

Miles: No, it just seemed like last time you got a little distracted half way through it, you know, I mean we didn't even kiss.

(Phoebe kisses him.)

Phoebe: Better?

Miles: Taking a pretty big risk aren't you?

Phoebe: I am not afraid.

(They kiss.)

[Cut to Piper and Leo across the room. Piper is laughing.]

Leo: Hey, you better stop that.

Piper: Stop what? Laughing?

Leo: Yeah, you wouldn't want to experience actual happiness seeing how every time you're happy the world crashes.

Piper: Mm, well, I'm not so worried about that anymore.

Leo: Really?

Piper: Yeah, my world has crashed before and then somehow everything is okay. So why not enjoy it while it lasts.

Leo: Like, uh, like them?

(They watch Phoebe and Miles.)

Piper: Exactly like them.

(Piper leans in to give Leo a kiss but stops.)

Leo: You know, I'm just worried about Paige, she was kinda feeling left out by you two.

Piper: Oh, I think Missy Paige will be just fine.

(Piper and Leo kiss.)

[Scene: Manor. Attic. Paige mixes some powders together in a mortar. She grabs a handful and throws it into the air. Two white doves magically appear in mid-air. She closes the Book of Shadows and nods to herself.]

End

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