At a much busier club, Dishwalla is playing. Leo is working his way through the crowd, following the manager, Jeff Carlton, and a young woman. Carlton leads the young woman into a back room, promising that the band will be there any minute -- and then locks her in. She screams as a demon, Masselin, appears and devours her. Carlton wants out of his pact, but the demon refuses.
Leo tracks down Carlton and blows dust on him, calling the act "an intervention". Piper is at P3, looking over the books in frustration. Jenny walks in, and then Carlton follows, offering to have Dishwalla play P3. Jenny asks to meet the band, and Carlton says, "Be careful what you wish for."
Chris Barker talks to Prue, offering a "loan" that can be paid back any time with no interest; what he seems to want in return is dinner in Paris.
Piper tells Prue and Phoebe that she just got Dishwalla to play at P3. Leo arrives confesses to having cast a spell on Carlton in order to draw them to P3. Piper is upset. Leo tells Piper about the demon Masselin, who apparently made a Faustian deal with Carlton--in return for making him a successful manager, Carlton will have to deliver innocent souls to Masselin. As the roadies move the equipment into P3, Darryl grills Carlton about several young women who disappeared at Dishwalla concerts. Carlton claims never to have seen them.
Phoebe and Piper consult the Book of Shadows and find Masselin. They find a potion to vanquish him, which will disintegrate him and free the victims trapped inside.
Carlton again wants out of his pact. Masselin briefly sets him on fire.
Barker meets Prue at her office. She has refused his offer, because Dishwalla will play P3. Barker has instead gone to the bank and offered to buy out the sisters' loan.
Piper and Phoebe are mixing the potion when Dan comes to the door. Jenny believes she can go see Dishwalla and Dan wants Piper to talk her out of it. Piper opens the door to leave and finds Leo there. Leo recognizes Dan as a former baseball player. Piper hands Leo off to Phoebe and leaves with Dan.
Prue bumps into Darryl in the hall. Darryl is upset and wants to know what Prue is hiding. Prue says she and her sisters know about the missing girls and asks him to trust them.
Piper tells Jenny that her club could be closed if Jenny gets in since she is underage. Jenny is upset and sulks off.
The sisters meet at P3 just before the concert. Phoebe has the potion concealed in a balloon; she plans to throw it into Masselin's mouth as soon as she gets in. Phoebe goes to Carlton and plays the young ditz. Carlton offers to let Phoebe meet the band and leads her to a back room as Prue and Piper follow. Masselin appears; Phoebe raises a potion and Masselin disappears. Masselin is upset with Carlton, who had not known about the witches.
Barker bribes his way into P3 as the concert begins. Darryl comes into the club. Carlton tells two bouncers about the potion in Phoebe's purse. One pulls the balloon out and spills it on Phoebe's skirt.
Jenny has sneaked into P3. She finds Carlton and he offers to let her meet the band. Barker announces that he's taking over the club. Phoebe and Darryl both meet Piper and Prue and Phoebe says that Jenny is leaving with Carlton. Piper freezes everyone and the sisters catch up with Jenny and Carlton. Carlton locks Jenny in a back room. where Masselin appears and devours her. Carlton comes back out of a hall and runs into the sisters just as they're heading to the backstage. Prue throws him into a wall, and the sisters demand to know where Masselin is, promising to get him out of his pact if he helps them. Phoebe remembers the potion spill on her pants. The sisters confront Masselin and Prue flings Phoebe's pants into Masselin, destroying him and freeing the missing girls. Masselin's guts splatter Barker, and Prue warns him that if he buys the club, he'll be getting the bad along with the good. Darryl arrives at the same time, and arrests Carlton for kidnapping.
The proceeds from the concert are enough to pay off a month's worth of bills. Barker changes his mind about buying P3, saying he can't handle the "gruesome stage effects" of the club's shows.
Piper meets Leo at the door. He has used his healing power to take away the victims' memories of Masselin. He asks Piper if she meant it when she told him she loved him. It's hard for both of them, their love being against the rules.