Bored students from magic school accidentally conjure Lady Godiva out of history - along with Lord Dyson, a demon that feeds off human repression. Piper is trying to get Leo involved in his children's lives again - even if it means she tracks him down while vanquishing demons. Wyatt seems way too interested in watching that, by the way. Leo is paranoid that the Elders know he offed one of their number. He spends his time trying to vanquish every possible threat to his sons. Phoebe is obsessed with the fear that her readers can tell her column is being ghost-written by a man. She's inspired to make him confront the most chick-centric issue possible when she and Piper are kicked out of a café because Piper is breast-feeding. Paige petitions to keep the magic school open. The little prank with Lady Godiva doesn't help her case. The Elders see Godiva's appearance as more evidence that the school should be shut down. Nobody notices a spectral Lord Dyson until he starts feeding off students' repressions. Apparently when he does this, folks lose all control - for instance, Duncan starts kicking the crap out of schoolmates who teased him. Paige tries to send Godiva back, but it's no good - Dyson needs to come with her. Dyson finally materializes after he gets an Elder to zap Paige. Paige is hurt. Dyson tries to kill Godiva, but he's still too weak. He stalks the streets of the city, feeding off more and more emotion. Les stops by the manor to confront Phoebe - he can't do his job if she keeps looking over his shoulder. She reluctantly agrees to back off. Piper and Paige discover Dyson disappeared the day Godiva did her ride. They figure out he must feed off repressed emotions, and Godiva letting it all hang out basically starved him by doing away with repression. Leo finally shows up to heal Paige, but is reluctant to go to the Elders for information about Dyson - what if they know about him? Piper forces him to go. Elderland is closed to him - the Elders are paranoid after last week's Elder disappeared. The backup Elder warns Leo that a new threat is building, and tries to bring him back into the fold. Leo is noncommittal. When the Elder leaves, Leo is menaced by the scary floating head again. The sisters decide not to wait for Leo to come back with information - they summon Dyson, who is now much more powerful. They send Godiva and Dyson back, but discover Dyson was powerful enough to kill Godiva and change history. Since Godiva never did her ride, none of women's history happened. The sisters were protected from the cosmic backlash because they were in magic school, but the rest of the world is gray. Everyone is covered up and repressed, and women can be flogged for talking in the streets. The sisters are arrested for talking and for their scanty clothing. They summon Leo, who is straight-laced but a lot less tormented in this reality. The sisters figure that if they can conjure Godiva and Dyson before he manages to kill her in the past, they can re-rewrite history. Paige searches out Duncan, who is part of a hidden underground of magic users, and convinces him to give her the spell he used. Back at magic school, the sisters try to protect themselves from Dyson by making sure they have no repressed feelings toward each other. They figure they're safe. Surprise! Piper is carrying a load of resentment towards Leo for being so self-involved. She allows Dyson to get away. They lure Dyson back to the manor then allow him to feed on all of Leo's repressed angst, loathing and resentment toward demons. It proves too much for Dyson, and he explodes. Paige convinces Duncan he can send Godiva back, and in the process proves she's worthy of running magic school. Phoebe takes Godiva's example to heart: She shows up at the café naked and on horseback to shame the owner into allowing breastfeeding.