Two men are sparring in a boxing ring. A mysterious third man meets with one of the boxers, Luther Stubbs. Luther had killed a man in the ring three years ago. Without warning, the mysterious man draws a sword and kills Luther, saying he is after his killer instinct.
Prue and Piper come home from shopping. Piper is dreading having to do yearly inventory at Quake. Prue is surprised to discover an old marble statue of Grams in the living room. They'd planned to put it in storage, but Piper found out that the storage facility they wanted had unexpectedly jacked up their prices. She and Phoebe voted to keep it at the manor--unless Prue can move it. Prue tries to pick it up, but it's too heavy--it's solid marble. She does, however, remind Piper that eventually she'll be powerful enough to move it to the basement.
Phoebe is sparring with a dummy in the sunroom. She has been taking self-defense classes to hone her fighting skills as she wants to make up for only having a passive power. Phoebe manages to grab Prue by the arm. She has a vision of Prue dying at the hand of a man with a sword.
The next morning, Phoebe draws the sword she saw, but cannot find it in the Book of Shadows. Prue comes downstairs, about to head to work -- she's due to meet a major client at Buckland. Piper and Phoebe don't want Prue to leave the house, but this is the first time Prue has dealt with a major client in some time, and she doesn't want to lose Claire's trust in her. Piper and Phoebe finally get Prue to promise to come straight home after work.
Helena Statler meets with Prue and Claire at Buckland's. She says that she and her brother have amassed a large collection of antiquities, and are thinking about having Buckland's sell them. Prue is apprehensive when Helena says the collection is located in the Warehouse Flats, but with Claire glowering over her she agrees to go.
Phoebe at last finds the sword; it belongs to the Lords of War. The sword renders its bearer invulnerable to the weapons of man and steals power. Phoebe and Piper read in the Book of Shadows that when a Lord of War is disgraced, he must steal his powers back-- including the power of a firstborn witch, since they are always the most powerful. They fear that one of them might be after Prue.
Prue meets Helena at the Warehouse Flats with her collection. One of the items is a pillory; Prue puts her arms in it, and it suddenly closes. The mysterious man seen at the beginning of the show appears, and Helena introduces him as her brother, Gabriel-- a Lord of War. The Statlers know that Prue is a witch, and trapped her arms because they suspected she channeled her power through them, as did one of her ancestors, Brianna. However, Prue opens the pillory with her power, much to the Statlers' surprise; they didn't know she channeled her power through her eyes. She throws Helena against a wall, then swings a halberd at Gabriel. The halberd doesn't even scratch him, and Prue makes a break for the door. Gabriel throws his sword at her and misses, allowing Prue to make good her escape. Phoebe finds Gabriel in the Book of Shadows. Brianna Warren had taken Gabriel's sword during the Crimean War, disgracing him, and now he must steal his powers back. Trying to find a solution, Phoebe finds an incantation to triple a witch's strength. Piper doesn't like this idea, but Prue doesn't want to chance Gabriel getting to them before they can get to him. Prue chants the spell in the attic, and it summons two more Prues.
The next morning, Phoebe provides the Prues with sweaters in order to tell them apart: one pink, one blue, and one black for the real Prue. Pink-Prue says that the clones are only there as long as they're needed-- presumably until they find a way to defeat Gabriel. Real-Prue had her assistant at Buckland's track down the ownership records for one of the Statlers' pieces, in hopes of finding their address. Piper isn't sure that the three Prues will have enough power to fight Gabriel, but they reassure her by easily lifting the statue.
Andy comes to the manor, claiming a social call. Pink-Prue answers and he gives her tickets to the Bay Area Musical Awards. Claire calls and wants Prue at Buckland's immediately if she wants to keep her job. Piper doesn't think the five of them should split up, but the Prues think two of them can go to Buckland's while one of them goes to Quake with Piper. They take a vote; Piper and Phoebe don't want to split up, but are outvoted by the Prues.
Real-Prue and pink-Prue go to Buckland's. Pink-Prue gets Gabriel's address. Claire confronts pink-Prue about the incident at the warehouse. Claire takes the sheet with Gabriel's address. Real-Prue calls the manor to talk to Phoebe, but has to hang up when pink-Prue tries to butt in. Claire arrives, and real-Prue leaves with her.
Pink-Prue calls Piper at Quake to touch base. Piper goes into the kitchen to find blue-Prue sampling spaghetti and flirting with the cooks. Piper is mystified at blue-Prue's behavior, but blue-Prue says she's a side of Prue that doesn't come out very often.
Pink-Prue runs into Gabriel. Gabriel throws a flash canister. Pink-Prue is temporarily blinded, but uses her power to nick Gabriel in the face with his own sword. Enraged, Gabriel runs pink-Prue through with the sword. He expects Prue's power to flow into him via his sword, and is surprised when nothing happens. He realizes that he's been tricked. Real-Prue feels the pain.
Andy finds pink-Prue in the morgue and goes to Phoebe. Phoebe asks what color sweater was "Prue" wearing; it was pink. Blue-Prue walks in, followed by real-Prue, and Piper freezes the room while real-Prue hides. Andy doesn't know what to think. Blue-Prue doesn't know about the concert.
Piper, Phoebe and the two remaining Prues plan to confront Gabriel at his house. Helena and Gabriel, meanwhile, plan to face the Halliwells at the manor. The three sisters make further plans, excluding blue-Prue from of the conversation. Piper and Phoebe eventually talk real-Prue out of attacking the Statlers at their house. They come out to discover blue-Prue has headed for the Statlers' house.
Blue-Prue takes Helena hostage in a torture device and demands the sword in exchange for Helena's life. However, Gabriel realizes this Prue is a clone as well, and instead kills Helena, then comes after clone Prue. Real Prue. Piper and Phoebe are heading for Gabriel's house when real-Prue feels Gabriel killing the clone.
The sisters hatch a new plan--get the sword away from Gabriel and kill him with it. Phoebe has a vision and knows that Gabriel is coming.
Andy asks the medical examiner about pink clone Prue. The ME says that as far as he can tell, the woman is Prue Halliwell.
Gabriel breaks through a window of the darkened manor. He throws his sword, but it strikes only Phoebe's sparring dummy. He is now vulnerable, and the sisters attack. Piper freezes him, and Phoebe kicks him, knocking him against a wall. Prue flings his sword into his chest, vanquishing him.
Andy takes Prue to the morgue to show her the clone, but finds only the clothes that pink clone Prue was wearing. Later he opens a folder marked HALLIWELL, PRUE and removes a sheet mentioning black magic and witchcraft.