Piper is having trouble getting to sleep, so she busies herself by reading fairy tales to her unborn baby in the attic. Paige comes up and offers to make Piper a potion so she can sleep, but Piper isn't willing to risk harming the baby. Paige isn't a big fan of fairy tales, in part because they seem to be mainly about damsels in distress and wicked witches - not exactly good role models for the baby. Piper, however, thinks they're a good way of teaching values. Piper also admits to being nervous about carrying such a powerful magical child, but Paige assures her that she and Phoebe will be there every step of the way.


In a faraway castle, the mirror on the wall from Snow White holds a powerful evil witch captive until it falls and breaks, setting her free. The witch kills the Keeper of the Fairy Tales and traps his apprentice in the mirror. She then asks the mirror who is the most powerful witch in the world. The mirror has to speak the truth, and tells the evil witch that there are three other witches more powerful than her - and shows her images of the Charmed Ones.

Piper fell asleep in the attic, and wakes up, fearing the baby was gone. Paige calms her down, but has problems of her own - she's trying to make a protection potion, and can't get it to work. Piper doesn't think it can be done, but Paige says that Grams was working on one before she died. Piper thinks Grams could help her with how to handle her baby; she has experience carrying a powerful magical child of her own, as well as with raising her, Phoebe and Prue. Phoebe runs in; she wants a vanquishing potion for Cole. Phoebe had a nightmare in which she was Cole's Queen of the Underworld again, and is convinced he'll come after them again. The Wicked Witch thinks she knows how to kill the sisters - using the fairy tale props against them. If her plan succeeds, not only will the sisters die, but fairy tales will be changed to evil instead of good. She conjures the woodsman from Snow White and sends him after the heart of "the witch whose heart is white as snow".

She then has the mirror show her Phoebe, since she's been burned by love. The mirror looks in just as Phoebe rushes into work late. As she hurries into her office, she bumps into a guy, Adam Prinze. He's a fan of Phoebe's column. Just then, Cole walks in, much to Phoebe's surprise. It turns out that Adam's family owns several newspapers across the country, and Cole suggested that he buys The Bay Mirror. Phoebe pulls Cole into her office and warns him that she'll vanquish him on the spot if he harms her or her sisters. As she comes out, Adam asks her to go with him to a charity ball at the St. Regis. Phoebe asks for a rain check; she's still shaken up emotionally over her impending divorce from Cole.


Piper wants Leo to summon Grams; she's tried before with no luck. She's afraid of making a mistake with the baby. Just then, Grams appears - apparently Piper tapped into her baby's powers and made her wish come true. To everyone's surprise, Grams is corporeal. Grams makes numerous suggestions, but Piper admits that all they've done is build a nursery. Grams immediately sets to work. Just then, Paige walks in and mistakes Grams for a perspective nanny. Grams hasn't seen Paige since Patty and Sam gave her up. Paige is somewhat reluctant to open up to Grams, even calling her "Mrs. Halliwell". Just then, the woodsman barges in. He goes after Grams, but Piper shoves her out of the way and the woodsman's axe scratches her. The woodsman swings at Paige, but she orbs out of the way. Just as she orbs back in, the woodsman smacks her, sending her crashing into the coffee table. Piper's wound heals itself, and she blows up the woodsman just as he comes after her again.

The Wicked Witch has been watching the whole time. The mirror tells her she only has until midnight to kill the sisters, but she isn't worried. She picks up the poison apple from Snow White and Cinderella's glass slippers, waves her hand and disappears in a puff of smoke. Piper, Paige, Leo and Grams are convinced the woodsman was some kind of demon. While Grams thumbs through the Book of Shadows, Piper finds the woodsman in her fairy tale book. Grams is pleased that Piper is reading fairy tales to her baby. Paige finds it hard to believe a fairy-tale character attacked them, but Grams tells her that fairy tales are very real.

While all this is happening, the Wicked Witch smokes into the manor. She slips the poison apple into a fruit basket, and puts a gift box on the table before smoking back out. Phoebe walks in and opens the box. Grams tells everyone that fairy tales recount ancient battles between good and evil. Paige is still skeptical, but Leo reminds her about the Evil Enchantress. Phoebe walks in and is surprised to see Grams. Piper tells her about the woodsman's attack. Phoebe says that someone sent her glass slippers that look a lot like Cinderella's. She's convinced Cole is behind it; he knows Cinderella was her favorite fairy tale. Grams points out that an evil witch sent the woodsman after Snow White, but Phoebe doesn't believe her. While Leo checks with the Elders, Phoebe puts on the slippers to prove Cole's involvement; she doesn't think he'd ever physically harm her. Suddenly, her clothes change into a ballgown, and the slippers start carrying her out the door. Grams says to let her go, and Paige follows her just in case anything happens. Grams decides to put off helping Piper for now - and tells Piper the solution isn't in the Book of Shadows, but rather in the book of fairy tales.


At the St. Regis, Adam is talking business on his cell phone when the Wicked Witch smokes into the elevator where he is and kisses him, putting him under a spell. The witch tells him to make sure "Cinderella" is in the carriage by midnight. The slippers carry Phoebe across traffic, while Paige chases her. Suddenly, they stop, and a horse-drawn carriage appears. The door opens, and the slippers carry her in. Paige tries to pull her out, but is repelled by a Force Field.

Back at the manor, Leo says that if they don't stop whoever is using the fairy tales for evil, they could be corrupted forever. Paige is surprised; fairy tales are already in print. However, Leo points out that every copy of a fairy tale is a manifestation of the original, which is guarded by the Keeper. Piper says that according to the Elders, somebody killed the Keeper and took over his fortress. Grams is convinced that it's an evil witch. However, not even the Elders know where the fortress is. Piper doesn't think they have any way of finding the Wicked Witch, but Grams thinks they can scry for her like any other witch. She suggests luring her back to the manor, where they can vanquish her with a potion.

At the fortress, the Wicked Witch cuts off a lock of her hair and places it on Little Red Riding Hood's cloak. She knows Piper is scrying for her, and plans to lure her off the scent - just like Little Red Riding Hood was lured from Grandmother's house. Phoebe arrives at the ball, where Adam is waiting for her. Cole walks up to them, and Phoebe accuses him of being behind the attacks. Cole is confused. Phoebe walks away, and Adam starts to follow her. Cole tries to get a word in, but Adam will have none of it. Cole twists Adam's arm - but Adam doesn't seem to be hurt.

Back at the manor, Grams is making the vanquishing potion. Paige is surprised that Grams made it by heart, but Grams tells her she wrote nearly all of the potions in the Book. As Paige goes to get a vial, the poison apple glows. Paige stares at it for a second. Grams is pleased that Paige has grown so quickly in the craft; she even knows that she quit her job. Paige still doesn't feel right calling Grams her grandmother. Grams understands, but hopes there's some room left in her heart for her. Paige realizes that she must have inherited Grams's stubbornness.

Piper and Leo are in some nearby woods, when they find Little Red Riding Hood's cloak hanging from a tree. Piper realizes they're off the beaten path - and if she remembers the story right, Grams is in trouble. While Grams is stirring the potion, Paige takes a bite of the apple. Suddenly, she turns into Snow White and slumps over, dead. A wolf appears in the doorway and snarls at Grams. Before Grams can react, the wolf devours her and assumes Grams's appearance. Piper and Leo orb back in to find "Grams" bending over Paige's body. Piper can't find anything in the Book about poison, but remembers that Snow White was revived with a kiss. "Grams" suggests finding Paige's boyfriend, but Piper says Paige is single. Piper finds a spell that might help and speaks it - but nothing happens. Leo thinks that if they vanquish the Wicked Witch, it could reverse all the evil she's done.


The doorbell rings - the seven dwarves have arrived. Adam and Phoebe are dancing the night away. Phoebe assures Adam that she's not with him to make Cole jealous, and promises to fire Cole on the spot. Just as they're about to head out, Leo arrives and signals to Phoebe. Adam tries to follow her, but Cole cuts him off and accuses him of being evil. Phoebe is shocked to find out that Paige is dead, but Leo tells her that the dwarves are preserving her to buy them some time until they can vanquish the wicked witch. The dwarves are surprised to find out there's no "prince" on the way to kiss Paige and wake her up. One of them offers to kiss her, but the head dwarf warns him off. Piper grabs the woodsman's axe; she thinks that if she's next, the wolf from Little Red Riding Hood will be after her. "Grams" scoffs, saying that it's one of the few fairy tales that isn't real. They head up to the attic.

Phoebe and Leo are about to orb back to the manor when Adam comes around the corner. He offers to give Phoebe a "ride" home, when Cole shows up. Phoebe angrily punches him. Adam takes her hand, and they run off. In the attic, Piper remembers that the wolf dressed as Little Red Riding Hood's grandmother. As she's reading how Little Red Riding Hood recognized the wolf, "Grams" turns back into the wolf and eats her. Leo hears Piper's scream and doubles over in pain. Phoebe and Adam are standing on the sidewalk when the carriage appears. Phoebe tries to run, but Adam grabs her and shoves her in. The carriage turns into a pumpkin, and Adam picks it up. Just as he's about to smash it to the ground, Cole comes out and freezes him. Cole sets the pumpkin on the ground, then unfreezes Adam and knocks him out.

Back at the manor, the wolf is skulking about, while Leo waves the axe at him. The wolf leaps at Leo, and suddenly blows apart. Piper and Grams tumble out; Piper blew him up from the inside. Cole comes in, holding the pumpkin. He swears that he had nothing to do with what's happened. Piper is ready to go after the witch, but doesn't know how to find her. Leo suspects the fairy tale book is a portal to the fortress. Piper thinks she can get in using a fairy-tale prop. She puts on Little Red Riding Hood's cloak, grabs a vial of potion and is sucked into the book.

5x03-WitchMelting 1

At the fortress, the mirror tells the Wicked Witch that she still isn't the most powerful witch of all the world. The Wicked Witch is frustrated, and wants to know who could possibly be more powerful than her. Just then, Piper arrives. Before the witch can do anything, Piper throws her potion and the wicked witch melts, like the Wicked Witch of the West in The Wizard of Oz. The apprentice is freed from the mirror. Piper fears for Phoebe and Paige, but the apprentice tells her that since she saved the fairy tales, she saved them as well. All the stolen props have reappeared, except for one glass slipper - that story hasn't had a happy ending yet. Piper hands the cloak back to the apprentice, who is the new Keeper. The Keeper lets Piper borrow one more prop to get back home - Dorothy's ruby red slippers.

Back at the manor, Grams must leave. Piper had thought she needed Grams, but it turns out she just needed to be reminded that she doesn't. The experience has taught Paige something too. She was reluctant at first to accept Grams, because she already had a Grams growing up that she loved. But now that she's gotten to know her a bit, she can see that she has room in her heart for more than one Grams. They are sad to see her go, but know they will see her again.

Phoebe walks off with Adam.

Phoebe has her own loose ends to tie up. She apologizes to Cole, realizing that he had nothing to do with all this. She explains that she doesn't trust anyone anymore: not Cole, not Adam, not herself. Cole, in turn, brings Phoebe to see Adam. Cole explains that Adam was just under a spell, but he's really a nice guy. When Phoebe wants to know why Cole is doing this, he explains that she needs to learn to trust herself, so that someday she'll be able to trust him again. As Phoebe and Adam head off, the slipper disappears.

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Siren Song/Plot
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Comics: 9 - 10