It starts off with a father and son getting ready to eat when suddenly two bad guys in masks rush in. They kidnap the kid and tell the father not to tell the police and they'll have his son back by Monday. The kidnappers then knock the father out.
The sisters are up in the attic preparing for Spring Cleaning, with a little help from magic. They get to a box of toys when Prue tells them to put them in the discard pile. Phoebe recommends they keep them for their children and Piper agrees. Prue says they can throw her's away because she doesn't believe she would be a great mother.
The kidnappers bring the kid to their hideout and we find out his name is Max. They threaten him and tell him to calm down. One of the kidnappers reveal that his little brother told him about Max turning off the arcade alarm system like magic.
Prue is in the attic alone when the spirit board started moving. The other two sisters come running up and find out that it spelled "HELP MAX."
Prue and Phoebe are debating about the message while Piper is pacing on the phone with her new chef that threw out all of her knives. They decide that Prue will ask Andy for info, Phoebe will check the Book of Shadows, and Piper will go to Quake. When Piper was about to leave, Leo arrives.
Prue tries to get info from Andy, but nothing has come up yet. Piper storms into the kitchen and demands what Harry, the new chef, is doing. The chef is trying to make his own changes in the restaurant. Piper freezes Harry, throws away some of his ingredients, and take the knives out of the trash.
At home, Phoebe accidentally witness Leo hovering to put in a new light bulb in the chandelier. Leo falls down and Phoebe starts questioning him.
The kidnappers and Max are at a chip factory. The kidnappers want him to turn off the security system and open the doors. Max reveals that his mother told him not to use his powers to do bad things. The kidnappers told Max that they won't steal anything because this was a test run. Max succeeds and one of the kidnappers check the door. A guard comes up to the kidnapper and gets killed.
Leo explains to Phoebe that he's a whitelighter, a kind of guardian angel for good witches. Leo tells Phoebe about the elders and why he's here. Leo tells Phoebe about Max and him being in trouble. Leo then tells Phoebe about the situation between him and Piper. They can't see each other because there's a rule about whitelighters and witches. Leo hoped that Phoebe could tell her, but she decides to go with Leo to Quake.
Andy goes to Prue's office to tell him about Max. The spirit board starts moving again and this time it spells out "KIDNAPPED AUTO SHOP." Prue goes to confront the father, but he's reluctant to talk. Prue shows him her powers.
At Quake, Phoebe is giving Leo pointers how to tell Piper.
The father starts recalling what happened to Max. He ask Prue if she's a witch and she replies if that's what his son calls himself. The father just recently found out about magic. Max's mother was the witch and was afraid of what her husband would say. She told before she died 3 months ago. The father complains that if he knew sooner, he could have done something. Prue ask if Danny, the kidnappers little brother, was Max's friend. Prue asked for an address which leads to the Auto Shop. She goes in and uses her power to knock the kidnappers. She tries to save Max, but one of the kidnappers gets up and knocks Prue out.
The kidnappers starts interrogating Prue. She reveals that they are witches. They threaten Prue not to do anything or he'll activate the bomb that is strapped to Max. Prue starts comforting Max.
Piper finally gets time to talk to Leo, but Harry interrupts. Piper leaves and Phoebe runs into her. Piper starts complaining and makes Phoebe believes that she's talking about Leo. Leo tells Pheobe that he didn't say anything yet.
Back at home, Phoebe, Piper, and Leo are talking. Phoebe leaves and lets Piper and Leo talk. Piper has a feeling that Leo is breaking up with her so she freezes him. Piper calls Phoebe to explain. Phoebe explains and leaves. Piper unfreezes Leo and he tells her that they need to break up. Piper actually takes the news really well.
Max tells Prue that his power is called Psychokinesis, which means he can move things that he can't see. The kidnappers are ready to start their big heist when Max's father tries to stop them. He gets shot and the kidnappers leave. When they get to the bank, Max shuts off the alarm. The kidnappers start taking money and the alarm goes off. Guards start coming, but the kidnappers start shooting at them, but Prue uses her magic to knock the Guards out of the way. One of the kidnappers try to detonate the bomb, but Max has already deactivated it. Prue knocks the kidnappers into the vault and close the door. They start running away from the bank. The Max's father is not dead yet. He sees a bright glare and he thinks it's an angel, but it's really Leo. Leo heals the father and orbs away. Prue and Max come back and finds Max's father okay. Prue is dumbfounded because he saw him get shot.
Max, Max's father, and Prue go and visit Max's mother's grave. They speak a few words and Max and his father are a family again.
Prue, Piper, and Phoebe are back in the attic. Phoebe couldn't handle the secret anymore and tells Piper and Prue about Leo. They laugh at the idea of Leo being a whitelighter. Prue then tells Phoebe and Piper that they shouldn't throw her toys away because she wants to keep some for her future children.