Phoebe surprises Cole in the Kitchen wearing a sexy dress. She wants to celebrate his humanity and the fact that there are no longer any obstacles for them being together as a couple. Cole is unsure. He has reservations about losing his powers and his ability to protect Phoebe and her sisters. He fears that factions are forming aimed at taking out the Source and the Power of Three. He pulls a dish out of the oven, and scalds his hands. Without his powers things that were easy for him before are now dangerous. He has lost part of himself. Phoebe tries to comfort him.
A politician is inspired by a Muse while writing a speech in his office. He turns around to see a warlock, Devlin, behind him. Devlin has the Ring of Inspiration, which allows him to see Muses. He uses the ring to turn the Muse into an essence and capture her. Devlin kills the politician and leaves.
The next morning Phoebe is looking for Cole. Piper tells her that he had errands to run. They discuss Cole's marriage proposal. Piper warns Phoebe that often time's relationships don't survive a rejected proposal. Although Phoebe argues that the proposal was postponed, not rejected, Piper tells her that she needs to talk to Cole again. The girls also discuss possible demon attacks. Phoebe warns Piper that Cole believes the underworld demons are banding together to form factions. Piper feels its best to wait until they are attacked, but Phoebe is persists. Meanwhile, Paige is cleaning out her art supplies. With her new witchy life, she no longer has time for them.
Devlin is with another warlock, Jackson. Jackson kills a demon with the glamour power, enabling him to use that power. Devlin then tells Jackson to kill the Charmed Ones. He hesitates, wanting Devlin to help him but Devlin needs to do more recruiting for his faction. Jackson resists not wanting to risk his life so that Devlin can become the Source. Devlin uses his inspiration ring to motivate Jackson to go attack.
Phoebe and Paige are at P3, planning a 40's theme party for a client. Cole enters and Phoebe questions him about where he's been. He shows her that he got a gun. This upsets her and Paige. Phoebe tells him they are too dangerous and she won't live in a house with a gun. Before the discussion goes any further, Leo orbs in. Jackson blinks in right after in a dark corner unnoticed. Leo's there because Muses are disappearing. As they leave, Phoebe takes Cole's gun and tells Leo to orb it to Darryl on his way home. Jackson watches Leo orb out then morphs into Leo, and blinks himself out.
Phoebe and Paige enter the attic to find Piper reading about Muses in the Book of Shadows. Paige looks over Piper's shoulder to read the page on Muses, at the same time a muse, Melody, floats down landing next to Phoebe. Muses are pure light and invisible. Just then, Melody inspires Phoebe to say a spell and the Muse appears before them. They discover that Melody has been their Muse throughout their lives, but now she needs their help. She tells them about the warlock and the Ring of Inspiration.
Leo walks in. Phoebe asks him if he has heard of the Ring of Inspiration and he answers that he thinks he has. Piper is suspicious, wondering why he didn't mention this before. He walks towards Phoebe hiding an athame behind his back. Piper, still suspicious, calls out for Leo, and the real Leo orbs in. Everyone then faces the other 'Leo' who plunges the athame into Phoebe's back. Phoebe collapses to the floor. Leo and Piper rush to save her. The other Leo blinks out. As Leo begins to heal Phoebe, the other 'Leo' blinks back in behind Paige. Cole rushes in just as Paige spins to see the athame coming towards her. She orbs out in a panic, causing 'Leo' to fall forwards. He morphs back into Jackson but before he can attack again, Piper aims and blows him up. Piper turns to Melody who warns that it wasn't the Warlock she saw capture her friends. Phoebe is healed, and Cole says that the warlocks are part of a faction.
Inspired by Melody, all the girls get ideas of what to do next. Piper heads for the kitchen to cook up a potion. Paige heads for her art supplies. Phoebe plans to write a vanquishing spell. Paige plans to use her powers to call for the ring, by drawing it first. Cole blurts out that maybe Leo should orb him to the underground. Piper and Phoebe think it's a bad idea. Paige agrees with Cole. They begin to argue. Melody tries to break in but gets interrupted. Their argument gets more and more heated. Leo interrupts and explains that passions run higher when there is a muse around. This breaks up the argument. Piper returns to the kitchen and asks Cole to join her. Phoebe heads upstairs to work on the spell, with Paige and Melody right behind.
Piper works on potions, while Cole and Leo discuss warlocks. Piper interrupts, telling Cole to be patient with Phoebe and the marriage thing. Cole doesn't think it's any of her business, but she pushes on. Pointing out that just as he is dealing with his life changes so is Phoebe. She went from being the youngest, carefree sister, to being the middle sister with new responsibilities. Add marriage to that and it's just too grown-up for her right now. Cole considers this, then asks Leo if he could talk to him in private.
In the dining room, Cole asks Leo to orb him to the Underground, to find out what the warlocks' big plan is. Leo protests but Cole convinces him otherwise. Cole assures Leo that they will go now and be back before anyone notices.
Phoebe is working on the spell, while Paige is sketching a picture of the ring. Melody is watching and helping with inspiration when she can. Piper enters with vials of a potion just as Phoebe & Paige finish what they were working on. They put together their plan, and then go to tell the guys but no one answers.
The girls realize that the guys must be underground. Angry and annoyed, they still plan to go ahead with their plan to call for the ring.
They get the ring and set up to wait for the warlock. Before long Hector, Devlin's associate, blinks in and goes straight for the ring. The sisters jump into action. One of them throws a potion at him, blinding him. He throws an energy ball, which they dodge. The sisters then say the spell together and Hector is vanquished. Devlin blinks in and grabs the Ring. He points his ring at Melody. Phoebe tries to stop him, but it is too late. Melody's essence is pulled into the ring and Devlin blinks out with her.
Phoebe, Piper and Paige are sitting in the attic when Leo and Cole orb in. They apologize and tell them the name of the warlock leader. Leo notices that Melody is gone, and Piper explains what they had missed. The girls are now uninspired.
Phoebe is still upset that Cole went to the underworld. Things get tense and he says that he thinks she doesn't want to marry him because he's helpless now. The argument builds, and they get a lot off their chests. Phoebe admits that she doesn't know how to be a wife, but she can't live without him in her life. They kiss.
A newly inspired Phoebe, breaks the moment to remind everyone they have a warlock to catch, so they devise a plan to vanquish Devlin and release Melody. Piper goes back to make more potion while the others plan what comes next.
The girls prepare for Devlin and his faction. Cole and Leo are nervous, fearing something might go wrong. The sisters each grab a bottle of potion and recite the spell. They disappear in a swirl of mist, and re-appear in a crowded club decorated like the 1940s. It takes them a moment, but they realize they are at P3. It is decorated for the theme party. They know that Melody & Devlin are close by, and they are concerned that so many innocents are around. Looking for Devlin, they worry about not being able to use their powers in public, giving the warlocks the edge.
Leo and Cole are sitting, waiting. Cole is pacing, upset that he can't do more to help. Suddenly he stops, telling Leo that this is a trap. Leo senses the sisters and finds them at P3. The guys realize that this leaves the girls vulnerable since they can't use their powers in the crowded club.
At P3, Phoebe has a plan to have Piper freeze the room and flush out the warlocks. Piper takes careful aim and blows up a warlock. They begin a battle of energy balls as Paige uses her power to redirect them at other warlocks. They spot Melody with a warlock. An energy dart hits Paige, but Phoebe and Piper manage to get Melody away from the warlock. The girls head out to the alley. Paige reminds them that they still don't have the ring. Just then Melody attacks Phoebe, electrocuting her until a fist hits Melody knocking her away. Phoebe looks up to find Cole standing there. Leo heals Paige and Phoebe throws a vial of potion at Melody. Cole pulls the Ring off Melody and she morphs to revel that it is Devlin. Phoebe, Paige, & Piper say the spell and vanquish him. Phoebe turns to thank Cole for coming and kisses him. Paige opens the latch on the ring to release the real Melody, then hands the ring to her.
In the attic, Paige has is painting by candlelight. In the kitchen, Piper is cooking dinner for Leo. At P3, Phoebe is in a forties costume, and Cole is dressed in a USO uniform. They dance.