Cole is in a meeting at his law firm. As he is discussing the case he is working on he thinks he hears voices coming from those in the meeting with him. The voices tell him that he is evil and will always be evil. Cole realizes that he is hallucinating and leaves. In the elevator he encounters two more individuals that look like demons, he tries to vanquish them but finds out that his vanquish is really just another hallucination.
Back in his office, Phoebe is waiting with their final divorce papers. He tries to tell her what happened, but the voices tell him that Phoebe will only see his words as evil. As they begin discussing the divorce he tells Phoebe that he still loves her. She tells Cole that it doesn't matter because he is evil and will always be evil. He is upset and physically attacks her, but once again Phoebe is a hallucination and he is really attacking his secretary. Cole goes to the manor to try and get the sisters' help.
At the manor, Paige is working on the animal transformation spell that Piper had done before. She can't get it right and that makes her upset. She wants to be as good as Prue and have the sisters depend on her. When Cole orbs in, Piper and Paige decide that he does need help and go find Phoebe.
Phoebe is at P3 and on a date (actually, a third date). She is not pleased that Cole has once again interrupted her life. She is trying to move on without him. Cole tells Phoebe that he really needs her help. She has a demon whispering in her ear not to cooperate. She doesn't realize that this is the Demon of Fear, Barbas. Barbas whispers in both Phoebe's and Piper's ears telling them not to help Cole. Barbas does whisper in Paige's ear to help Cole.
Paige comes up with the idea to strip Cole of his powers allowing for whatever demon that is hunting him to stop. Cole agrees with Paige's plan and strips his powers with a potion. However, as his powers leave him, Barbas is standing by and absorbs Cole's powers.
Once Piper and Phoebe find out that Barbas is back, they are extremely upset with Paige. Paige has let a demon that they had neutralized out of purgatory and there is no way to fight Barbas, especially with Cole's new powers. The only person who was able to conquer Barbas was Prue, by conquering her fears.
The sisters believe that they can lure Barbas to the house and at least try to immobilize him with a crystal trap. Their plan backfires. Once in the house, Barbas traps the girls in the manor sealing them off from the outside world. He then begins to play on their fears.
With Piper, he shows her a moment in her childhood where everything was happy. But then the moment is ruined when a demon tries to kill her and makes her father upset. It is the night that Victor leaves the manor for good. Piper fears that she will never be happy and will always be in danger, especially with a new child on the way.
Phoebe has conquered her fear of losing a sister, but is worried that she will be evil. That the taste of evil that she had as Cole's bride will be too hard to overcome. As Barbas taunts her, she begins to beat him up, eventually killing him. But instead of the actual body of Barbas, she is really beating Paige up and ends up killing her. With Piper's help, Phoebe realizes that she is not evil, and never will be, breaking out of Barbas' trap of fear.
This allows Leo and Cole to orb into the manor. Leo heals Paige and she is well again. Once Barbas thinks he can still beat the girls, but they have the same potion they used to strip Cole of his powers and believe that they can strip Barbas of his as well. The only problem is that someone has to be willing to absorb the evil powers. Cole says that he will do that again, because he knows how to control them with his human side.
The girls fight Barbas, in the process the potion breaks. Phoebe and Piper tell Paige that she will have to orb the potion into him. She doesn't believe in herself, fears that she isn't as good as Prue, but knows with her heart that she must believe in herself. She is successful and Cole absorbs his powers. Once he has them back, he kills Barbas.