Piper believes that Billie and Christy are the Ultimate Power while Phoebe doesn't think so.


Paige has a new charge, Mikelle, a future Whitelighter who is being pursued by a Darklighter. She hears a jingle and finds Mikelle under attack. She orbs Mikelle to the manor.

Phoebe goes to work; it's "career day" and several other employees have brought their children. She finds Coop in her office and he is upset; Phoebe has gone out with Michael exactly once. He tries to convince her to give love a try, but she feels overwhelmed.


Billie regrets walking away from the Charmed Ones. Christy tries to convince her that the Charmed Ones only care about themselves, and are using Billie. Billie has a magical book open and most of the text on the page disappears, leaving only "TALK? PHOEBE"; Billie leaves, and goes to Phoebe; Billie is suspicious. Piper walks in and then Christy appears. Piper throws a potion; Christy incinerates the potion, and then throws a potion of her own to take Billie away.

The Darklighter goes to his leader, Salek, and tells him that Mikelle was saved by a Whitelighter who is also a Charmed One. Salek decides to go after Mikelle himself, to lure Paige out.

Coop appears at Phoebe's door. Phoebe asks him if he thinks she's selfish, for wanting a life beyond being a witch. Coop assures her that she's okay, that the very reason the Elders sent him was so she could have that life. Phoebe thinks Billie and Christy don't see it that way.

Sandra the Elder orbs to Piper. She wants to know if Billie and Christy are that great enemy that the Charmed Ones must face. Sandra thinks that the Triad may have recruited Billie and Christy.

The Jung and the Restless - sleep my ladies

Billie calls the Charmed Ones and asks to meet them at the manor. Billie throws a potion and sends the Charmed Ones into a dreaming state. Christy appears at her side. Mikelle sees Paige knocked out and runs from the manor, but Salek catches her, and orbs her away. Billie enters the Charmed Ones' common dream world and meets them there.

Phoebe sees her office overrun with children, one of whom calls her Mom. She finds Coop, who calls her "honey".

Paige sees Mikelle, who says she needs help.

Piper is at P3 and the band is refusing to play. A man tells her she can't keep neglecting everything for Leo. Piper sees Billie and demands answers. Billie gives her none, and is mad about the explosion potion.

Phoebe is dreaming of Coop. They are close to kissing, and he wants to start a family. A moment later, Phoebe is back in her office, still overrun with children.


Paige sees herself, urging her to find balance and enlightenment. She then hears Mikelle's cry for help.

Phoebe meets Piper and realizes that Billie did something to them to make them dream. Phoebe thinks they should just following the dream until they wake up. Paige sees Billie and demands to be released from her dream, so she can save Mikelle. Billie comes out of the dream world and Paige wakes up. Billie promises no harm will come to Piper and Phoebe. Paige orbs to Mikelle, and Salek shoots her twice.Phoebe hears a child calling for her as "Mommy"; Piper doesn't hear. The little girl tells Phoebe that she must hurry, or it will be too late to have her.


Piper sees several children playing and is greeted by an elderly man -- Leo. He says the children are their grandchildren. She then sees a ghostly Paige calling for help. Piper and Phoebe awaken.

Billie thinks it isn't wrong for the Charmed Ones to want what they want, but Christy thinks they use their powers for personal gain.

Piper and Phoebe transport themselves to Paige and Piper blasts Salek. Paige is dying, but Mikelle orbs in -- she is now a Whitelighter, and heals Paige. At the manor, the sisters realize that they need to stop Billie and Christy.

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