The Charmed Ones must protect a retiring Elder named Ramus from the power-craving demon Arnon and a comic book villain brought to life by a 13-year-old; Ramus must pass on his powers to a new Elder before the end of the night's Equinox.
Piper continues to try and juggle being an expectant mother, running her club P3, being a good wife and sister and of course being the protector of countless innocents. She's still trying to convince everyone that she can handle it all, but everyone continues to keep her in the dark, which is why she's so surprised when Ramus shows up. She's finally filled in that they're to protect him until he can pass along his powers to the new Elder, who could be anyone. The Charmed Ones soon find out they'll have their work cut out for them when a mysterious comic book character named The Avenger comes to take Ramus. He defeats the sisters, but Ramus is orbed to safety by Leo at the last second. After the attack Piper and Paige head off to find out more about the mysterious masked man and during their search are magically morphed into superheroes.
Paige has finally met someone she's serious about. His name is Dave and he's a great guy, the only problem is every time they start getting intimate, Paige orbs out of bed. Luckily she's able to orb back before Dave gets too suspicious and while frustrated, the two keep trying to make it work. When Paige and Piper are morphed into superheroes the two use their powers to save an elderly woman and then head back to the manor.
Phoebe is swamped at work by tons of letters. She can't decide who to help until Cole shows up and tells her about a slumlord, Ed Miller, who's about to evict hundreds of tenants. She asks why Cole doesn't just use his powers to turn Ed into a fountain pen or something and Cole says while he's tempted he's trying not to use them anymore, under any circumstance. When Phoebe is turned into a superhero, she uses her new powers to convince Miller not to evict the tenants by holding him upside down over the edge of one of his buildings. Cole finds her there and tells her to let Miller go. She however doesn't listen, and continues to threaten Miller until he agrees to her demands. While they're talking Miller finds out about their relationship and he begins to plot his revenge. After she leaves Miller and Cole, Phoebe helps 50 other of her loyal readers before she heads home to help her sisters protect Ramus.
When the sisters all return home The Avenger returns to finish off Ramus but the Charmed Ones make short work of him with their new superpowers. As the Avenger dies he thanks them and his mask disappears to reveal the face of a 13-year-old boy. The Charmed Ones make Leo heal him. When he wakes, the boy tells them his name is Kevin and he's the one who gave them superpowers so they would stop him from helping Arnon. They then learn from Ramus that Kevin is a witch who has a special gift, whatever he draws comes to life. They decide to help Kevin deal with Arnon and the four of them head off to confront the demon while Leo watches Ramus. Kevin heads into Arnon's layer to try and draw him out, but is captured by Arnon before he can call for the Charmed Ones. Arnon rips up the pictures of Phoebe, Paige and Piper as superheroes, which causes them to lose their powers. As they rush in to help Kevin they realize not only do they not have their powers, but that Kevin has been forced to make Arnon into the most powerful Avenger yet. They're powerless against him and cannot stop him as he heads off towards the manor. The sisters regroup, find Kevin and the four orb to the manor but are too late as Arnon has already fought off Leo and killed Ramus, absorbing his powers. Paige orbs off Arnon's boot and tears up the magical picture of him that is inside. Arnon quickly becomes just another demon and Piper quickly reduces him into dust. Once he dies, orbs of light, Ramus' power, float around the room until they fly into young Kevin, who becomes the newest Elder. Phoebe then receives news that Miller is trying to blackmail her because he knows of her powers. She heads off to confront him but just as she steps off the elevator to his office she notices Cole's burned him to ash. He says he did it to protect her secret, but Phoebe isn't impressed and the elevator door closes between the two.