Christy is after the surviving Noxon that killed her parents. The demon Creo is also after the Noxon and offers his services to Christy. Piper has noted the change in the Noxons' tactics and suspects they're working for someone else.

Paige fears losing herself in her marriage and is avoiding Henry.


Coop tries to set up Phoebe with the style editor, Michael, though Phoebe is reluctant.

A demon named Jondar traps the Noxon with a large power-gripping tentacle. Piper and Paige find him and orb; Christy joins their orb, to the sisters' surprise. The Noxon refuses to talk, and Piper throws a potion. Christy tries to banish the Noxon to the Astral Plane, but Piper lightly blasts her before she can finish the spell. Jondar comes in and shimmers the Noxon away. Christy is angry with The Charmed Ones.

Jondar has the Noxon caught in another tentacle, but the Noxon kicks him on top of a fumarole, vanquishing him. The tentacle disappears and the Noxon escapes. Paige tries to tell Phoebe what happened with the Noxon when Henry calls. He wants to know why Paige hasn't talked to him. She asks Phoebe to let her "borrow" Coop.

Coop is at the newspaper talking to Michael and giving a rave review of Phoebe. Michael is as reluctant as Phoebe. Coop tells Michael to meet him at Phoebe's condo with a dozen long-stemmed roses. Paige comes to Coop for help with Henry. Coop uses his ring and Paige finds herself in Henry's head, to the surprise of both. Henry goes to a mirror and sees Paige's face.

Phoebe hears pebbles striking her window. She goes to the balcony and finds Michael with the roses. She does not see Coop underneath the balcony, coaching Michael. Phoebe hears a knock on the door; Michael has struck out. Christy is at the door and shows Billie her injured arm. Billie leaves with Christy. Outside, Christy tells Billie about the fight with the Noxon. She tries to convince Billie that the sisters don't care about them. Billie decides to talk with the sisters and tells Christy to wait for her at her dorm room. At the manor, Billie argues with Piper, Phoebe and Henry (with Paige in his head) and is now convinced that the Charmed Ones are against her. Billie returns to her dorm room and tells Christy that they're on their own.


At Magic School, Billie and Christy are trying to find the Noxon before the Charmed Ones do. Creo appears but only Christy sees him, not Billie. Creo suggests Christy use her powers to follow the sisters. Billie hasn't found anything about the Noxon in all the books she's looked through. Christy suggests that she can try listening in on the sisters. With Billie's permission, Christy magically eavesdrops on the sisters. The Charmed Ones try to find the Noxon, but the Power of Three doesn't work with Paige in Henry's head. Phoebe calls for Coop, who at last separates Paige from Henry.

The sisters try again and locate the Noxon. Billie throws a potion and she and Christy also find the Noxon. Billie throws a potion, but Piper blasts it in midair. Christy channels her power through Billie's projection power and heats the Noxon up from the inside, blowing him up. The Jenkinses teleport away. The Charmed Ones are stunned—they just saw a demon that supposedly couldn't be vanquished get vanquished. They now believe Billie and Christy may very well be the Ultimate Power.

Phoebe tells Coop that she is developing feelings for Michael and thanks him for everything he's done for her. Coop tells her that "It was his pleasure," wishes her luck, and leaves while Phoebe watches on.

The next morning, Piper talks with Paige about Billie and Christy being the Ultimate Power. Piper's upset that they didn't see it sooner and hopes that it's not too late to stop them. Paige tells her that she can't vanquish Billie and Christy; they're people, not demons. She also doesn't want to give up on them yet. Piper tells Paige that the Triad targeted Billie and Christy to kill them. Paige reassures her that they'll figure this all out, but Piper only says, "We'd better."

Meanwhile, at Magic School, Christy comforts Billie over her abandonment of the sisters and reassures her by telling her that it's just the two of them now and that it always will be.

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