Phoebe has borrowed Prue's car and backed it into a pole. She asks Piper to try to cover for her, but Piper wants no part of it. Phoebe is applying for a job to raise the money to fix the damage. She reaches the company and finds herself surrounded by smart people. The receptionist hands her an aptitude test and offers to let her take it at home.
Prue notices a light coming from the painting. She sees it's coming from a window. She grabs a magnifying class for a closer look, and sees a man dodging a Fireball.
Piper is grousing over the many code violations at P3 (which is not open yet). Phoebe can not find anything in the Book of Shadows about people trapped in paintings. Prue asks for her keys back, and Phoebe admits to backing Prue's car into a pole. She feels very stupid, but Prue is not nearly as angry as she expected.
Piper goes to Dan with "the War and Peace of code violations." He offers to check out the violations in return for her helping Jenny with a paper on the human reproductive system; it's too awkward a subject for him to discuss with Jenny.
Prue calls Jane back to her office, and tells her there's something strange about the painting. She already knows about the man inside it, and thinks the painting is somehow haunted. Prue asks if she knows who the man is. Jane has no idea, and claims that seeing him has driven everyone who has owned the painting insane.
Phoebe copies a smart spell from the Book. Piper knocks while she is copying and tells Phoebe that the repair is $1200. When Piper leaves, Phoebe finishes copying and casts the spell, with a "P.S. There will be no personal gain." She takes a college dictionary and the pages flip under her hands. She recites the definitions of some obscure words.
A coworker comes into Prue's office bearing an X-ray of the painting. It has Latin words written under it. After he leaves, Prue sees HELP written in a window. Thinking it will free the man, she speaks the words and finds herself trapped in the painting. Fireballs fly all around her. She meets the man, Malcolm, and they hide in a secret room behind a bookcase. Piper and Phoebe notice that Prue is missing. Phoebe recites a number of seemingly unrelated statistics and Piper notices something up with Phoebe. Piper decides to go to Buckland's to check on Prue, and asks Phoebe to meet Dan at P3 in her place.
Malcolm is not willing to trust Prue at first. He claims to be an art historian who hates witches, supposedly because he dated one named Nell. They had a nasty breakup, and she trapped him in the painting 70 years ago. Prue tells Malcolm not to worry -- between her, Piper and Phoebe, they'll find a way to free him.
Piper finds the X-ray in Prue's office. Inside the painting, Prue wants to get to the window and warn her sisters. Malcolm is afraid Prue will be vaporized by a fireball before she can get to the window.
Piper takes the X-ray and the painting to the manor. Inside the painting, the floor rocks as Piper takes the painting to the manor. Phoebe answers the questions on Win Ben Stein's Money and Piper calls her out; Phoebe admits to casting the smart spell. As Phoebe walks away angry, Piper reads the X-ray and now she too is trapped in the manor.
Piper tells Prue of the smart spell. Prue tells Piper of her plan to get Nell's name on the window and warn Phoebe. The spell ends at 7 PM and the sisters have to hurry. Piper approaches a window and blades emerge from the walls, trapping her. Prue pushes the blades back, allowing Piper time to write NELL on the window and then Prue moves a fireball behind the window. Jenny is with Phoebe, and mentions she already knows a lot about sex. Just then, Phoebe notices a light in the window. She grabs a magnifying glass and sees "NELL' in the window. Time is running out on the spell; Phoebe hurriedly draws an illustration of the reproductive process and Jenny out the door. Unknown to anyone, Jane is waiting outside in her car.
Phoebe raises her hands over the Book of Shadows and tries to find info on Nell. She finds the entry in Latin, but can read it. It says that Nell trapped a warlock in the painting 70 years ago, using a spell that only those with X-ray vision could see. She finds the words to free those within: "Verba omnis liberant" (Words free us all). She wonders how to get the words to Prue and Piper without getting trapped herself. Just then, Kit walks in; Phoebe attaches these words to Kit's collar and sends her in.
Prue and Piper are sure Phoebe will figure out a way to get them out. Prue, however, is suspicious of Malcolm's story; it seemed to be far too much just to get revenge on a former lover. She also notices how difficult it was for them, even as powerful as they were, to get that message on the window when Malcolm supposedly had little difficulty pulling it off without any powers. Just then, Kit arrives in the painting. Malcolm walks in, and she hisses at him. Malcolm picks her up, and Kit yowls as he pulls the words out of her collar. Just as he's reading them, Prue and Piper walk in. Malcolm blinks, mainly to show off; it turns out he was the warlock that was trapped in the painting. He finishes the incantation and disappears.
Phoebe is waiting by the painting, expecting Prue and Piper to come out, but instead, it's Malcolm. He tells her that Jane is a warlock as well, and his lover; she's been trying to get him out for years. She's also been looking for the Charmed Ones. Phoebe has read a jeet kune do manual and kicks Malcolm around, but Malcolm taunts her about her spell. He blinks outside the manor and meets Jane. The two embrace. Jane wants to leave right away, but Malcolm tells her that she's always wanted the power of premonition and she can get it if they can kill the Charmed Ones.
Phoebe tries to remember the escape spell, but just as she starts looking, the smart spell ends. She finds the page, but can't read it anymore. Just then, Malcolm blinks back in, and opens the door for Jane. Jane sets fire to the painting. Phoebe recites the curse, grabbing both Jane and Malcolm, and the three enter the painting. Malcolm reaches in his pocket for the liberation spell, but it is not there; Phoebe took it as they were being sucked in. Malcolm and Jane rush at them, but Piper freezes them. Phoebe recites the liberation spell, leaving Malcolm and Jane to burn.
Dan says he can fix up P3 in a couple of days. Phoebe decides to take some night classes, and tears up the aptitude test.