Pru has been shopping for a new wardrobe, which Phoebe insists is perfect for an SHW-Single Hot Witch. "Maybe I should ask Piper", she says as Piper and Leo, the handyman, come running towards the stairs, half-dressed. Piper freezes the scene, and her sisters tease her and then hide in the living room so that she can unfreeze Leo and head upstairs. Later, Pru is in her room putting things away and Kit the cat is nearby playing with empty shopping bags when an apparition of Rex Buckland, Pru's boss appears behind her. Kit hisses at his appearance as he begins to whisper suggestions in her ear. He tells Pru to empty her briefcase, only when she opens it, there is a diamond tiara sitting on top. Rex suggests this is her datebook, and this is what Pru sees. She puts it in her desk as Kit hisses again, and Rex disappears. Back in his office, Hannah is confused as to how the new power works, and he tells her it is astral projection, and he made subliminal suggestions to Pru that she followed. He tells Hannah he did the same thing to Pru today when he made her leave the vault with the tiara. Hannah insists she still doesn't get it, so he astral projects behind her and suggests she undress for him, and she does.
Phoebe is at the bottom of the stairs wearing one of Pru's old suits--she has an interview with an employment agency today. As she and Pru talk, Piper rushes through on her way to work. They tease her that she was supposed to go in early today, and she says, "It just took a little longer than usual to get out of bed this morning." Leo comes down the stairs, and kisses Piper goodbye.
At Buckland's, cops are swarming the halls as Pru and Phoebe enter. A security guard tells Pru that the Romanov tiara was stolen from the vault. Rex tells Pru he wants her to be in charge of helping the investigation, as she is the only one he can trust. He mentions plans to see The Verve in concert that night, and Phoebe excitedly admits she loves them. He invites her along, and Pru is not at all happy, but she relents. He tells Phoebe he will pick her up at 7:00, and she departs for her interview. Andy comes down the hallway with Hannah, who tells Pru that she told Andy to speak with her as soon as possible since she was the last one to see the tiara, and also tells Andy that Pru will get the security tapes for him. He asks Pru to stop by the station to give at statement, and she agrees to 1:00. In Rex's office, Hannah is fuming that Rex gave Phoebe her concert ticket, and he explains that it is all part of the plan to upset Pru and keep her distracted so that they can frame her. He wants the sisters to relinquish their powers and explains to Hannah that there is a spell in the Book of Shadows that will accomplish this.
At the police station, Andy is interviewing Pru about the tiara. Morris, Andy's partner, tells Pru there was no sign of forced entry into the auction house or vault. Andy tells her if he has any oher questions, he'll call, and she leaves. Morris asks Andy why he was so anxious to bust Pru before and now thinks she is Little Miss Innocent. Morris thinks she is the most likely suspect and tells Andy that of the security tapes Pru brought, one is missing-the one from the vault.
At Quake, Pru is catching Piper up on the situation, and she tells her the tiara was most likely worth over a million dollars, but she hadn't had a chance to get it appraised yet. She also mentions she is the top suspect. Phoebe enters with Rex and says the concert was amazing. Pru tells Rex the police think it was an inside job. Phoebe and Rex get a table in the corner, and Pru is not happy about her sister with her boss. She worries she won't be able to keep her work and personal lives separate.
The next morning, Phoebe comes downstairs to a bunch of roses and card from Rex thanking her for the evening. Pru asks Phoebe to be careful what she says to Rex because she wants to keep her personal life. The doorbell rings, Morris and Andy enter with a search warrant for the manor. The girls follow them as they search, and Morris asks where the vault security tape is, and Pru insists it was with the ones she gave him. As Andy opens Pru's desk drawer, Piper glimpses the tiara and freezes them. Astral Rex appears as she crosses the room to grab it and hide it again under the pillow. As Andy unfreezes, Rex suggests to Andy that he check the pillows, which he promptly tells Morris to do. As Morris crosses the room, Piper freezes the room again, and Phoebe suggests they hide the tiara in the dresser because Andy has already checked there. As they unfreeze, Rex instantly tells Andy to check the dresser, and Piper freezes the room yet again. Phoebe takes the tiara and disappears down the hallway. Morris and Andy unfreeze and after checking the dresser and finding it empty, they leave. Phoebe returns and tells Pru and Piper she put the tiara in the attic and they discuss how eerie the little game of keep away was. A frustrated Rex disappears and appears back in his office. Hannah asks how they will frame her if the cops can't find the evidence and a furious Rex tells her, "We are going to have to up the stakes."
At the manor, the girls discuss how someone must be trying to frame Pru, and wonder why. Leo comes through and says he is going to fix the sink, and Phoebe wonders is he might be a warlock. "Why is it always some I'm dating that gets accused of being that? Don't answer that." The phone rings and it is Rex. Pru tells him she is on her way in, but he is actually calling to talk to Phoebe and invite her to a dinner party that night. She agrees and leaves to write down the details. Pru tells Piper she thinks Hannah is behind the frame job and leaves to dress for work.
Upstairs, we see Leo enter the attic and magically move things around, searching for something. Piper enters as he closes a drawer, and is startled to see him in the attic. He tells her he was looking for old light fixtures to use for repair parts, and then he tells her he may have to leave soon to go home. She asks if home is far away, and he says it is. He says he isn't sure yet, but he wanted to let her know just in case. He leaves the attic, and Piper sees that the drawer is partially open and inside is the tiara.
Phoebe walks down an apartment building hallway, and as she stops in front of a door, Astral Rex appears behind her and says, "You see a spectacular apartment." She rings the bell and Rex answers and tells her to come in. She enters to see a luxurious apartment, and asks if she is early since there is no one else there. He tells her the dinner party is just the two of them and pours her a drink. He tells her he got her an interview with a magazine and they toast. He leaves to check on dinner. As she checks her makeup, he goes into a side room and astral projects next to her. He tells her she is having a premonition that Pru is being chased by a warlock at Buckland's, and she must leave to save her, then disappears. Rex re-enters the room as Phoebe is rushing out. After the door closes, he snaps his fingers and the fabulous furnishings melt away to show an empty apartment. Rex gets on his cell phone immediately and dials 911. "I'm calling from Buckland's. I think someone is trying to kill me."
At the auction house, Pru is walking down the hall when she is startled by the security guard, Jaime. She asks if there was anyone else there besides her when the tiara was stolen. He tells her no, and says he knows it wasn't her that stole the tiara. As he leaves, Pru goes into Hannah's office and pulls up the Buckland personnel program. She types in Hannah's name, then Rex's the computer finds no match. Astral Rex appears next to her and tells her there is a warlock after her. She jumps up and runs out of the office. Pru is at the elevators, and Astral Rex tells her she hears a scream from the warehouse and to grab the artifact just inside the door. Pru thinks it's Jaime and runs for the stairs. Jaime crosses the floor when he is hit from behind, and Hannah drops a video tape onto his body after he hits the floor. She drops the artifact she hit him with as turns the corner just as Pru enters the warehouse and picks up the same artifact. She sees Jaime and rushes towards him. Pheobe runs in right behind her and feels for Jaime's pulse. "He's dead," she says. Later, the cops have arrived, and Morris tells Pru the tape on Jaime's body was the one from the vault that shows her taking the tiara. Morris and Andy run over the evidence they have against Pru and arrest her.
Piper and Phoebe are walking down the hallway of the building where Phoebe was with Rex earlier. She knocks on the door and enters the apartment to find it empty. Piper thinks they are in the wrong place until Phoebe finds the lipstick she dropped. They know Rex is in on the whole thing.
At the police station, Pru is in her cell. Andy maintains Pru's innocence to Morris. Andy insists they should just hold her and not book her for now.
At the manor, Piper is planning to get rid of the tiara so there is no motive for the crime. Phoebe tells Piper she thinks Rex and Hannah are trying to divide them from Pru so they don't have the power of three to stop them. She grabs the tiara from Piper and crosses the room, where we see Astral Rex sitting on the couch. She puts the tiara into a cabinet and grabs Piper's hand, pulling her out the door.
At the police station, Phoebe tells Piper that they will need to break Pru out before Rex can make a move against them. A reluctant Piper freezes the guard and hurries to unlock Pru's cell. She catches Pru up on the situation and they rush out. As they turn the corner, Rex takes a picture and tells them he has been watching their every move. He tells Pru not do anything to him, he is the only chance she has. He had Hannah retrieve the tiara from the manor while they were breaking Pru out, and he tells them his plan is to blackmail them into stripping their own powers. He gives them a lantern that will capture the powers, and tells them they must then bring the powers to him.
At the manor, Piper reads the stripping spell from the Book of Shadows. They try to plan a way around stripping their powers, but find no resolution that will keep Pru out of jail, so they decide to go through with it. They each read the spell, and in a windy light show, three bright orbs appear in Rex's lantern, and the pages of the book become blank. At Buckland's, Rex tells Hannah they are coming. "Good", she says and turns into a black panther. At the police station, Andy runs Hannah's information in the police database, and comes up with a file on the open homicide case of a black woman from 1998. "Why, Hannah, you've changed" he says. He types in Rex's info and also comes up with an open homicide case with the same date. He picks up the phone and calls Morris to tell him his hunch.
At Buckland's, Pru, Phoebe and Piper plot how to get their powers back as Rex enters. They hand him a lantern, and he says they need a bigger finish. Hannah as the black panther appears and approaches the girls. At the manor, we see Leo enter the attic and approach the now blank Book of Shadows. He stands over the book and holds his hands out. They begin to glow, and the book restores itself, which simultaneously releases the sisters' powers back to them. As Hannah leaps at them, they freeze her and Rex and run into the elevator. Pru moves Rex into Hannah's path, then Piper unfreezes them. Hannah lands on Rex and kills him. She turns back into herself and screams at them "What have you done?" Smoke and flames swirl around Hannah and Rex and they vanish amid Hannah's screams, leaving a pile of ashes.
Andy and Morris are headed to get Pru out of her cell and they tell her about their theory that Rex and Hannah assumed the dead people's identities and framed her. Back at the manor, the girls marvel over how the book restored itself, and their powers. Leo enters the attic saying he forgot his toolbox. He tells Piper that he does have to leave after all, but he will be back. "I fixed everything I came to fix" he says. He leaves, and Pru picks up the power stripping spell. The girls agree to burn it so they can't be put in this position again. Downstairs, we see Leo leaving, but as he reaches the front door, he disappears in a bright flash and swirl of light.