At the Manor, Phoebe and Piper are discussing the situation with Billie and Christie and Phoebe is skeptical that the two are the Ultimate Evil. Paige shows up to break up the fight and then gets a call from one of her charges. Paige orbs in as her charge fights with a Darklighter. After a brief struggle Paige orbs away with the girl.
It's "Bring Your Child to Work Day" at the paper and Coop is there to talk with Phoebe and gripe that Phoebe isn't dating Michael any more. When he doesn't get anywhere he suggests she reach out to Billie and leaves. At Magic School, Billie is having second thoughts about the Halliwells and Christy is there to keep the hate going. Billie is going through the books and a message appears in one of them – "Talk to Phoebe." Billie leaves and the message fades before Christy can see it.
The head Darklighter, Salek, wants to use Paige's charge Mikelle to lure the Charmed Ones into a trap to kill them. Paige brings Mikelle to the Manor and then meets with Piper who is working on a Power of Three potion for Billie and Christy. Billie meets privately with Phoebe to discuss things, but Piper interrupts. Christy also shows up and when she acts to leave Piper throws the potion which Christy incinerates before teleporting out.
Mikelle is skeptical about Paige's claim she is destined to become a Whitelighter and they're interrupted when Piper and Phoebe come in, arguing. Piper is interrupted by the fact that the band is canceling out at P3, and they begin to realize they're spread too thin. Billie is having doubts and Christy offers to show her a vision of how the Halliwells have lost their way.
Phoebe returns home and then Coop shows up. Phoebe questions him about whether she's selfish for wanting a life and love for herself. Coop assures her they're all entitled tot heir lives and then Phoebe gets a call from Billie. Piper summons an Elder who can't tell them if Billie and Christy is who they have to fight to regain Leo. The Elder reveals the Triad recruited powerful sisters to oppose the Halliwells but doesn't have any other advice.
Billie wants to have a meeting and Piper is skeptical—they're interrupted when Billie teleports in. Billie tosses them a potion which causes them to collapse and then Christy shows up and assures her she won't hurt the Halliwells…until Billie sees what she needs to see.
Before Christy can invoke the vision of their dreams, Mikelle comes in and then flees, and Salek appears outside, grabs her as bait, and teleports out. Billie goes into their dreams and must follow them as they focus on their true desires to get out. The sisters are in a dark version of the Manor and then Billie appears and lures them out of the Manor. They're separated and Phoebe appears at the paper where all the children from earlier, including Phoebe's daughter, tell her she can't put them on hold. Coop also shows up and calls her into the office.
Paige is at the police station and confronted by a version of herself who tells her Henry isn't who she's looking for. Mikelle also appears and tells her she needs help, but Paige goes after "herself" as Billie looks on.
Piper is at P3 where everyone is complaining about the missing band. She spots Billie and grabs her, demanding answers. The Billie she meets tells her to find the truth and then goes to Phoebe. Phoebe is getting into an embrace with Coop but suspects it's a dream and slips out. Paige confronts "herself" who tells her to seek her inner truth. Paige realizes she needs to find Mikelle. Phoebe returns to the Manor and they confirm they're in a dream and describe their dreams to each other. While they try to figure out how to get out, Billie tracks down Paige in the attic and confronts her about how Mikelle is in danger. Billie emerges to confront Christy and Paige wakes up—Billie admits she woke her up. Paige orbs out to find Mikelle in Salek's lair while Billie reenters the dreams. Salek shoots down Paige with tainted Darklighter crossbow bolts.
Piper and Phoebe realize they have to follow their dreams and they're interrupted by a girl calling for Phoebe, her "mommy." Phoebe goes into the kitchen to find her daughter crying and claiming Phoebe doesn't want her. As Billie looks on, Phoebe admits she wants her more then anything in the world. Billie then goes out to see Piper's dream of a house full of grandchildren and an elderly Leo who asks her to save him, and Piper vows to do whatever it takes.
Piper is interrupted by Paige appearing to her asking for help. Piper and Phoebe wake up and go find Paige. Christy tells Billie it's too dangerous for the Halliwells to use their powers for their own gain and Billie reluctantly agrees.
Salek hovers over a dying Paige when Piper and Phoebe teleport in and banish him. They can't heal Paige without a Whitelighter, but Mikelle wakes up and uses her emerging powers to heal Paige. The sisters discuss things further as Paige recovers and Piper feels they've done enough but it doesn't make them evil. Paige points out it does from Billie and Christy's point of view, and Phoebe admits they have to stop them.