The episode begins with Paige in the Halliwell Manor attic, reading through the Book of Shadows. Brody enters the attic, greeting her and asks what she's up to. Paige tells him that she and her sisters (along with the Avatars) have been vanquishing a lot of demons lately as they prepare to being Utopia. Brody is still very skeptical of the Avatars' true intentions but Paige tries (and fails) to convince him that he shouldn't have to worry about the Avatars as they are truly looking out for the everyone's interests. He asks how they will bring about this new world and Paige responds that they will do so with a spell. Brody counters that by asking what type of spell they will be using. Paige is unable to provide an answer and they debate the issue a little but more before Paige orbs out to hunt a demon. Brody, alone with the Book, looks through it, eventually coming across the entry for The Elders. He calls out to them, explaining that he has the vanquishing potion to destroy the Avatars. However, the unexpected happens when the floor below him opens up and deposits him into the Underworld. He looks around and spots Zankou, asking him if he's an Elder. Zankou responds, ^Hardly.^
Zankou questions Brody about the potion but Brody is baffled, trying to get away from him. He explains to Brody that they have something in common and that thing is a distrust in the Avatars, suggesting that they team up to stop them. Brody refuses to harm the Charmed Ones in any way. Zankou continues, telling the agent that the only way to get to the Avatars is to get to the sisters themselves. Brody eventually declines the offer but Zankou thinks otherwise before blazing out of the lair.
At Magic School, Paige has a meeting with Alpha and Gamma, wondering why they can't just go on with starting Utopia since they have managed to vanquish several upper-level demons. Gamma notes that Zankou is still out there and poses a threat, especially since he can anticipate their next moves with one of his newfound abilities (the power he stole from Kira the Seer in ^Witchness Protection^). Paige counters that, telling the Avatar that they'll just deal with him later after Utopia begins. After a while, they hear Phoebe's voice calling out to anyone within the vicinity. Paige and the Avatars follow the voice, running into Piper, Leo and Phoebe, who have just came back from vanquishing some Grimlock eggs and drenched with demonic innards. The Avatars tell the sisters that the demons will still be alive once Utopia takes effect and that they will still have to kill the ^Straggler demons^ that disguise themselves as mortals. Phoebe asks Leo to orb her out to The Bay MIrror as she'll need to compose her final column as the new world would have virtually no use for an advice column and eventually head out.
Back in the Underworld, three Celerity demons appear before Brody's eyes and he charges at them angrily, recalling his parents' deaths at their hands (in ^Ordinary Witches^). One of the demons asks what's going on and another simply responds that ^this is [Brody's] revenge^ before morphing into Zankou, who vanquishes the other two Celerity demons. Zankou informs him that Brody owes him for killing the demons and demands Brody to help him stop the Avatars.
At The Bay Mirror, Phoebe gets ready to leave her office when Elise approaches her, realizing that the latest entry seems like a farewell to her readers. Phoebe tells her not to worry about it as by tomorrow, everyone will be happy with the world. She announces to her co-workers that she'll be back the next day.
Piper reads through the Book of Shadows in the attic while Paige lounges in a chair near the window. Piper and Paige discuss about what might happen in the new world, with Paige starting to have second thoughts about Utopia based on Brody's claims. Piper points out that he's being biased about the situation before telling Paige that they need to find Zankou.
In the Underworld, Zankou hands Brody a red crystal that will infect a witch with excessive paranoia, mainly to make them unsure about the whole Utopia deal. Nearby, Piper and Paige orb in and vanquish some demons with potions, Piper's abilities and Paige re-directing fireballs. While they do that, Brody inquires about how to stop the effects of the paranoia. Zankou doesn't respond, though he does knock Brody across the cavern, explaining that he'll ^need an alibi^. Piper and Paige arrive at the scene just as Zankou flames out. They help Brody up and Piper asks him to explain why he's in the Underworld.
In the attic, Leo is having problems with healing Brody since the latter is being stubborn about being healed by an Avatar. He eventually succumbs and lets Leo's healing powers take effect. Piper is still a bit suspicious of Brody being in the Underworld and Brody tells them that Zankou kidnapped him and asked him to vanquish Leo with the vanquishing potion (which they believe Brody no longer has in possession). Piper tells Leo to inform the Avatars that they are ready to change the world. Leo orbs out and Piper leaves, with Brody and Paige alone in the attic. Brody tries to convince Paige that they can't start Utopia but Paige says otherwise. Brody apologizes to Paige as he kisses her. An electric spark hits Paige when their lips touch, causing Paige to become paranoid. She asks, ^What was that?^ Brody dismisses it as static electricity, telling her to not be paranoid at all. Paige leaves.
At Brody's apartment, he is confronted by Zankou again, who confirms that Paige has been infected with paranoia. He tries to get Zankou to tell him how to undo the paranoia but once again, Zankou doesn't respond. He does, however, admit that he came over to steal the Avatar vanquishing potion and to take Brody to the Underworld as Utopia begins (since the spell puts everyone on Earth to sleep to let Utopia settle) and they flame out.
Paige is still paranoid, packing and unpacking the same books. Piper enters, observing the spectacle and wonders if Paige is all right. She reaches to take Paige to the main hall to cast the spell but she is shocked by the same spark Paige was. Now paranoid, Piper also wonders what the shock was before proceeding to meet with the Avatars and Phoebe. Paige blathers more in her paranoid state, prompting Phoebe to check her forehead for a fever, causing Phoebe to now be infected. Beta teleports in, startling the Charmed Ones and after they have calmed down a little bit, taking the cartouche that they need to start the ritual. The sisters hold it, causing a golden light to emit from it. The wave flies from San Francisco, circling the globe as it touches everywhere else, including London, Moscow and Tokyo. The wave ends in San Francisco and everyone stops whatever they are doing and gently fall asleep.
Beta, the Charmed Ones and Leo arrive in downtown San Francisco, noticing the sleeping citizens. The sisters, still paranoid, ask questions about what happened to the people, including those who were on airplanes. Leo explains that ^the Avatars took care of all of that.^ Beta informs that they now have to search for Straggler demons. Paige thinks that she's found one and just as Phoebe is about to throw a potion at him, Beta reminds her that she much know for sure that it's a demon and not a mortal. Paige walks up to the guy, seeing if the man is responsive to her prodding. Paige gets no response, assuming that it isn't a demon. However, the man throws a fireball at Paige (and misses) but he blows up with a simple of wave of Piper's arms. Beta tells them that they have a couple of hours to vanquish the Stragglers as by the time that time period has expired, Utopia will begin. The sisters decided to split up to search for more Stragglers and agree to orb back to the Manor if they run into any real trouble. Phoebe leaves with Leo as Piper and Paige go in another direction.
In the Underworld, Zankou summons the not-quite-vanquished Straggler that Piper blew up, now knowing that they will kill Beta first in their plot to stop the Avatars. He allows the Straggler to finally die and he and Brody flame out to Brody's apartment, where Zankou explains to him that he has to tell Paige that the Avatars placed him in a protective shield of sorts so that he wouldn't be affected by the changes from Utopia. Brody asks for a final time about how to reverse the paranoia. Zankou tells him that he just has to break the crystal and leaves.
Phoebe and Leo pass by a movie theater and manage to also pass two Straggler demons. Phoebe freaks out and goes into hiding. The demons throw a couple of energy balls at Leo and vanish. Leo asks Phoebe why she didn't fight the demons, as Phoebe normally doesn't go off and hide. He orbs them to the Manor.
In an alleyway, Piper and Paige spot more sleeping people. Beta teleports in without notice, prompting Piper to use her power on the Avatar. The attack does not blow her up, but the force of the explosion sends her flying back. She tells them that the Avatars are worried about Brody since he didn't fall asleep. Paige orbs out immediately and Beta points out to Piper that a Straggler was behind her. Piper chases after the demon and Beta morphs into Zankou once Piper has gone.
Paige orbs into the apartment and Brody goes through with Zankou's plan. Skeptical about Beta having to do with Brody's immunity to the sleeping spell, she calls out for her. The real Beta appears and wonders why Brody is still awake. Brody smashes the crystal as Paige is trying to figure out what is going on. He tells Paige that he ^wanted her back to normal^ before he throws the potion at Beta, which he does. Beta defensively throws a lightning bolt at Brody's chest and the potion hits the floors, the smoke entering Beta and kills her. Paige falls to Brody's side, crying. Brody asks Paige to forgive him for what he's done. She calls for Leo's help but Alpha and Gamma arrive at the scene, acknowledging the death of their colleague. They explain to Paige that since Beta is now dead, they have less power in their collective and must rush things up. Gamma pronounces Brody's death and both Avatars look at her with glowing eyes and she falls asleep on Brody's corpse.
Phoebe and Leo are in the attic, with the former explaining her brief exposure to the paranoia. Leo tells her that he feels a little weaker and Phoebe suggests that he takes a seat. However, Phoebe passes out on the couch. Confused, he orbs to the alleyway, where he finds a sleeping Piper as well. Alpha and Gamma appear by their side as Leo wonders why the sisters are already sleep. The other two respond that they had to rush up things, what with Beta's unexpected death. Alpha concludes that Utopia will have absolutely no tolerance for conflict and those who stir up said conflict will be eliminated.
As the hours pass, everyone wakes up and are very polite to one another.
Back in Zankou's lair, an underling whines that Utopia has begun and there is no hope for them. Zankou, significantly more optimistic, explains that they still have a chance with the discord they have already caused thanks to Brody.
Leo and Piper orb into the foyer of Halliwell Manor, with Piper telling Leo not to worry at all about anything as the world is safer and better for everyone now. Phoebe comes down the stairs, also feeling great. Paige orbs in with the same euphoric demeanor and her sisters express their condolences to her regarding Brody's death. Paige dismisses this, thinking that he's ^going on to a better place^. Strangely content, Paige walks upstairs, followed by her sisters. Leo looks to them as they leave, having second thoughts about Utopia.