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Phoebe is supposedly on sabbatical, but still frets over her column. She still doesn't believe that a man can write her column properly. She and Piper are kicked out of a restaurant because Piper had been breast-feeding Chris.
Paige goes to Magic School and tries to convince the Elders to keep it open. Several students become restless and one casts a spell on a history book, conjuring Lady Godiva and, unknowingly, a ghostly demon, Lord Dyson. The boy, Duncan, is apologetic to Paige but the other students are delighted to see a naked woman. The Elders are worried about this incident altering of history and use it as part of their fight to close Magic School. Paige uses it to prove the necessity of guidance.
Lord Dyson is a demon who feeds on repressed emotions. He attacks Duncan, who then starts a small fight.
Phoebe sneaks into the office to plant a letter about the incident at the restaurant. Leslie walks in and Phoebe claims to be looking for a fountain pen. She suggests the letter that she planted, but Leslie isn't willing to answer it.
Paige casts a spell to try to send Lady Godiva back, but the spell doesn't work. In that moment, a small riot erupts at Magic School. An Elder scolds Paige and Lord Dyson attacks him, becoming solid. Godiva recognizes Dyson and he shimmers away. She tells the sisters about Dyson. They ask Leo to ask the Elders, but he is reluctant to face them; the Elders do indeed suspect him.
The sisters cast a spell to summon Dyson, and then another to send him and Godiva back. The lights go out, and they find the world has changed. Everyone is very conservatively dressed, and all the women are wearing headscarves. Ask Phoebe has become Ask Leslie. They find themselves in jail for talking in public. They conclude that Dyson went back stronger than when he was summoned.
Magic-users, even demons, are in hiding. Paige and Leo orb out of jail and find Duncan. He is suspicious, but Paige talks him into revealing his summoning spell. They go to Magic School, in this time closed for years. They re-conjure Godiva and Duncan and the world changes back, but Dyson feeds on Piper and brings out her anger towards Leo. The sisters fight him off and he shimmers away.
Dyson attacks at the manor, and Paige orbs Godiva away. He feeds on Leo, who is carrying much anger at Gideon's betrayal and this causes Dyson to overdose and explode.
Duncan, at Paige's urging, casts a spell and sends Godiva back. The Elder who scolded Paige earlier offers to let Paige run Magic School.
The episode closes with Phoebe wearing a long blond wig and nothing else, riding a horse outside the restaurant where she and Piper had been kicked out. She protests the manager's decision. Shortly after, Leslie starts writing his response to Phoebe's letter.