Be Careful What You Witch For is the Season 2 finale and the 44th overall episode of Charmed.


For a complete plot of Be Careful What You Witch For, go here.
To read the full script of Be Careful What You Witch For, go here.

Prue is killed and Piper and Phoebe are powerless to reverse the deadly damage when a fast-talking genie working for a Dragon Warlock grants each of the sisters a wish.


Main Cast[]

Guest Stars[]

Special Appearance by[]



Magical Notes[]

Book of Shadows[]

Dragon Warlock[]

Perhaps the most feared and
Powerful Witch Killer there is.
Fear His Flight
Fear His Fire
The Strength of
a Hundred Men
Lineage: The Twisted Spawn of a
Dragon and a Sorceress.
Only the Most Powerful
Dare Challenge.


Warlock Spell[]

The power of three
will set us free
The power of three
will set us free
The power of three
will set us free


  • Whirling: A type of Teleportation used by the Genie
  • ShrinkingUsed by the Genie to shrink himself into the bottle.
  • Possession: Used by the Genie to possess Dick.
  • ProjectionUsed by the Genie to grant the Charmed Ones' wishes.
  • FlightUsed by Phoebe to inadvertedly float after unintentionally stealing the power from the Dragon Warlock, to carry the frozen Warlock out of the Manor, to look Prue over an area and used by the Dragon Warlock to attempt to escape from a Power of Three spell.
  • PremonitionUsed by Phoebe to see where the Genie's bottle is.
  • Fire BreathingUsed by the Dragon Warlock to attack the Charmed Ones.
  • Molecular ImmobilizationUsed by Piper to freeze the Dragon Warlock and the interior of the Café Le Blue.
  • HealingUsed by Leo (unsuccessfully) to heal a dying, teenaged Prue.
  • Orbing: A type of Teleportation used by Leo.
  • Telekinesis: Used by Prue to shut the Manor door.

Notes and Trivia[]


WB's promo

  • This episode marks the directional debut for Shannen Doherty.
    • She will later direct two more episodes, "The Good, the Bad and the Cursed" and "All Hell Breaks Loose". Shannen has admitted that because it was her first time directing, her acting suffered a bit.
    • This is the first time where any of the lead actresses get a credit for more than just their acting role. Doherty would direct two more episodes in season three, and Alyssa Milano and Holly Marie Combs would become producers of the show in season five until the end of the show.
  • This is the last episode for Greg Vaughan (Dan Gordon).
  • Darryl only appears in one small scene in this episode. He talks to Phoebe on the phone.
  • Although temporarily, this marks the first time where Piper is the oldest sister.
  • This is the third episode with the word 'witch' in the title.
  • Prue loses her powers for the fifth time in this episode.
  • French Stewart is the second and last actor to be credited as a "Special Appearance".
  • Brad Kern, the Executive Producer of Charmed, makes a cameo as Dan Gordon's salesman.
  • In this episode, Prue is shown as a teen with bangs and braces. The only other sister to have both bangs and braces was Paige ("A Paige from the Past"). However, Phoebe displayed bangs in "Hyde School Reunion" and Piper had braces in "Coyote Piper".
  • Prue dies for the second time.
  • At the end of the episode, once again, the door of the Halliwell Manor is closed magically, in this instance by Prue using her power of telekinesis, thus continuing the tradition.
  • In this episode, Dan learns the truth of Piper and her sisters and rejects her because of it. Piper wishes for Dan to find peace by forgetting the truth.
  • Initially, Shannen Doherty wanted to end her character after this episode, but she had already signed a contract for a third season.
  • Prue doesn't use her Astral Projection power in this episode.
  • This is the first appearance of a Genie in the series.
  • Phoebe's "borrowed" ability of flight is something she displayed a yearning for in the season 1 episode "The Witch is Back", she also gains the power of levitation in the Season 3 premiere episode "The Honeymoon's Over".
  • The exterior of Café Le Blue is from Quake in Season 1.
  • The shirt Prue wears in this episode is her "lucky shirt" called so in the episode "Sight Unseen".
  • The sound effect used for flight is frequently used in future episodes, as it accompanies Phoebe's levitation power.
  • Piper orbs up to The Heavens with Leo for the first time.
  • This is the third time The Power of Three Spell was used and the last time the original Charmed Ones use the spell.
  • We find out that Prue went through a rebellious stage when she was 17 years old, which ended when a violent boyfriend attacked her.
  • This is the only instance where a Charmed One became a teenager and did not display any magical abilities. In "A Paige from the Past", Paige used her whitelighter powers; and in "Hyde School Reunion", Phoebe was able to cast spells.
  • This is the first time where the Underworld appears in the series.
  • In the next episode "The Honeymoon's Over," Prue tells Piper that she and Leo have been gone for one month and that it is October 2000. Since Piper and Leo orb out at the end of "Be Careful What You Witch For," that must mean that the episode is set in September 2000.
  • First time the Power of Three is used in a season finale.
  • The genie mentions he can't cause world peace; something the Charmed Ones will do 5 years later.

Cultural References[]

  • The title of the episode comes from the common phrase; "Be careful what you wish for", hinting at the wishes granted by the Genie and is also said by Leo toward the end of the episode.

Continuity Errors[]

  • When Piper finds the genie at the restaurant, she freezes the place. The faces of the people behind Piper change between scenes.
  • The inside of the actual manor can be seen when Prue closes the door at the end of the episode.
  • When Prue calls her sisters for help, it's night probably around 3 or 4 am. Phoebe and Piper drive to her right after, and it becomes the morning as if it was 10am..
  • Despite stating in "Secrets and Guys" that he watched over the sisters their entire lives, Leo was unaware of Prue's troubles in her teenage years.


  • Delicious Surprise by Beth Hart
  • I'm Not The Only One by Filter
  • I Melt With You by Modern English
  • Jaheira's Romance Theme by Michael Hoenig


Episode Stills[]

Behind the Scenes[]


Piper: Okay, how about what already is. Dan is back in town.
Leo: So?
Piper: So what am I gonna tell him? The last time I saw him he handed me proof that you were killed in 1942. He's gonna expect a reaction from me.
Phoebe: How about "Hey Dan, you're right, I am a necrophiliac."
Piper: Phoebe. (drops Phoebe's foot)
Phoebe: Ow! Why does everyone always Phoebe me?

Phoebe: I don't get it. You've been stuck in that bottle for 200 years, someone finally sends you to us and you have no idea who licked the stamp? I kinda find that hard to believe.
Prue: What, and a genie man standing in our living room wearing that offering to each grant a wish isn't?
Genie: Well, I don't get it. You win the lotto and you're asking for explanations?
Piper: Actually, we'd just like to know who to send the thank you note to.

Phoebe: Why are you not in this book?
Genie: Because the only way to get rid of me is to make three wishes. Come on! Large or small, I do all kinds. Only no world peace. I can't do that.
Phoebe: The fine print of wishing. Your job has its limitations.
Genie: Yah, well so does yours (Phoebe's injured foot)
Phoebe: Occupational hazard.

Piper: Dan, I know who Leo is. I always have.
Dan: What?
Piper: It's not that I don't appreciate everything you...
Dan: Wait, I've spent all this time worrying about you, worrying about who he is and you've known all along?
Piper: Well, uh, it's very complicated.
Dan: Complicated. Complicated.
(He leaves. Leo comes back.)
Piper: He's right, he deserves to know but what am I gonna tell him, what am I gonna do? I wish there was somehow he could just move on with his life.
Genie: Your wish is my command.
(He clicks his fingers and disappears.)

Genie: You're a witch with no real powers? I mean, no, you know, premonitions, those are, those are great but...
Phoebe: I know, I know. I mean, I would love an active power but what can you do?
(The genie stands up.)
Genie: You just done it. (Phoebe throws down the book, stands up and covers her mouth.) And I know exactly where to get one.
Phoebe: Was that a...?
Genie: A wish? Yeah, yeah it was. (He clicks his fingers and a choker disappears from around his neck.) And that's three and I'm free.
Phoebe: Three? That wasn't even one.
Genie: That's three. I'm gone.

Phoebe: What did he see?
Darryl: Actually it was his wife. She swore she saw a brown haired, young woman fly over the house earlier... without a plane.
Phoebe: How about a broomstick?
Darryl: Phoebe, this isn't funny.

Piper: Prue where are you going?
Prue: I got a date with Dick (sound of dissatisfied in her voice).
Phoebe: Dull Dick, Prue you are too hot to duty date.
Prue: I need to find a way to put more balance in my life.
Piper: Yeah, but Prue you don't need Dick.
(Prue, Phoebe and Leo all start to giggle, and it dawns on Piper what she said)

International Titles[]

  • French: Derniers vœux (Last Wishes)
  • Czech: Přej si a bude ti bráno (I Wish and You Will Be Taken)
  • Slovak: Pozor na to, čo si želáš (Attention to What You Wish)
  • Serbian: Pazi šta želiš (Be Careful What You Wish For)
  • Italian: Desideri Pericolosi (Dangerous Wishes)
  • Portuguese (Brazil): Cuidado com o que Você Deseja (Be Careful What You Wish For)
  • Russian: Опасные желания [Opasnye želanij] (Dangerous Desires)
  • Russian: Бойся своих желаний [Bojsja cvoih želanij] (Be Afraid of Desires)
  • German: Wünsch dir was (Make a Wish)
  • Finnish: Toiveesi on lakini (Your Wish, My Command)
  • Spanish (Spain): Cuidado con lo que deseas (Be Careful What You Wish For)
  • Spanish (Latin America): Pide un deseo (Make a Wish)
  • Hungarian: Vigyázz, mit kívánsz! (Be Careful, What You Wish For!)
Previous Episode:
Apocalypse Not
Next Episode:
The Honeymoon's Over
Episodes: Season 1 - 2 - 3 - 4 - 5 - 6 - 7 - 8
Comics: 9 - 10