Cole finds himself believing those working around him know that he's evil, but soon thinks that a powerful force may be messing with his mind that could lead to him hurting someone. When Cole seeks the help of the Charmed Ones, Phoebe and Piper are influenced by the Demon of Fear not to help. However, Paige decides to help by creating a potion to remove Cole's powers, which the Demon of Fear uses to steal Cole's powers and free himself from his eternal prison. Consumed with thoughts of revenge, the Demon of Fear traps the girls in the Manor and begins to turn the Halliwell's fears against them.
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