After been plunged down several floors by Naaman's power, Willow slowly awakens to find herself in the basement of the mansion and covered in debris from the fall. It's obvious that it's not used much as there are cobwebs everywhere and it's filled with boxes of stuff that Willow probably doesn't want to know about.

"Eww, this place's in need of some serious spring-cleaning," she jokes before conjuring up fire to burn away the cob-webs that surrounds her. Brushing off the dust and cob-webs from her dress, Willow quickly realises her situation and makes her way up the stairs to the door before hearing rasping voices coming from behind it. Hurrying back down the stairs Willow manages to hide herself behind a high pile of boxes before her pursuers enter the dark basement. They turn out to be the demons' followers, two of them to be exact garbed in dark robes, they reluctantly search for the young witch.

"I know she's in here somewhere, I can smell her essence; pure, youthful yet ever so dark!" One of them speaks, sounding a lot like Gollum from the LOTR films, while the other's nearly her hiding spot, "Yes, she's so close, I can almost taste her!" He slowly walks around the boxes in an attempt to surprise her but when he jumps out, she's no-where to be seen, "I could've sworn I smelt her over here?" He returns the other's side but before they could exit the basement, Willow appears from behind them and firmly presses her hands on both their heads, "Goodnight boys," before unleashing a jolt of electricity that knocks the followers out cold. Smiling at her work Willow looks up to the light coming from the open door, her eyes filled with energy, "Now for the rest of you!"

Taking to the air Willow flies through the door and into the corridor, following it round until she's stopped by several more followers, wielding a variety of weapons, "There's the witch! Get her!"

Looking on with sheer satisfaction written on her face, Willow allows them to charge at her, "Come on then boys! Take your best shot!" Floating back down to the floor, she waits for the first to attack which happens to be a follower wielding a sacrificial axe as he slashes it diagonally but Willow dodges it before blasting him with a strong telekinetic burst. Next up a man-and-woman duo, flipping their sais from one hand to the other, try their hand at taking down the witch but Willow just simply dodges their attacks before imbuing herself with superhuman strength and lifts both of them off the floor by their necks, "You can't hope to win against me!" Willow expects before she hurtles them in either direction, both crashing through walls.

"Anyone else care to try my patience?" She says, as her eyes light up again.

Meanwhile, while Willow's having fun downstairs, upstairs "The Hellfire Club" have succeeded in capturing and taking Dean and his crew prisoner as they discuss about further matters, "Alright Naaman, you have them but what are we going to do with them? Pruflas asks as he walks over to him, his chest wound still visible from Dean's earlier gunshot.

"Whatever you like Pruflas. We have no use for them now we have Sam under our complete control."

Bakeneko steps up, with fury in her eyes, "Why not dispose of them if they have no purpose?"

"Has your lust for blood and battle clouded your mind, Bakeneko? Once we've gained total control over the world, we can use them as slaves for our...amusement."

Just then Tobias and Sam enter from another room, the latter's body concealed by a long cloak, "Ah Sam, my lord," he replies as he proudly strolls towards him and kisses him on the cheek, "Or should I say, "Phoenix"." Sam smiles maliciously at him as Dean speaks out, "Get away from him!"

Naaman revolves on his heels to face the enraged Winchester, "You cannot escape nor can you hope to be rescued! This mansion's an impregnable fortress; you were allowed to enter so that I could have the sheer pleasure of introducing you to the Hellfire Club's newest member," he informs before gesturing to Sam, who opens up his cape to reveal him wearing a dark, body-fitting costume with a large emblem of the Phoenix situated on his chest.

Dean's eyes open wide with shock as he mutters, "Sam! No." Bobby, Ellen and Ruby try to break free of their chains but to no avail, "Looks like we're at the mercy of our "beloved" hosts," Bobby mutters as they watch as Naaman continues to talk to Phoenix, "Your power and beauty are awe-inspiring," he declares before giving his hand a soft kiss.

Euryale looks on in disgust, "Look at him, sssnivelling after him like a mongrel dog!" As Dantalion approaches and whispers into her ear, "Don't worry, my love, I will have control of him too!"

Leading Phoenix to another room, Naaman replies in a soft voice, "Why don't you wait in here for a moment. We have things to discuss that you need not know about," before shutting the door after him as he turns back to face Dantalion, "He says he loves you, Dantalion, or was that just another one of your "illusions"?" The leader of the group laughs quietly, "Why? Jealous Naaman?" In which the latter answers with a huff, "What? Of your cheap trickery? Never!"

Pruflas steps in between the two, "Would you two geniuses put your swords away and think for a minute. We can't deceive and control the "Phoenix" forever...some day he'll find out the truth and turn against the Hellfire Club!" Dantalion places a hand on Pruflas' shoulder, "Don't worry too much, Pruflas. You saw how easily it was to have him join our ranks. Something inside of him simply hungers for new sensations! I have introduced to him dark emotions he's never dreamed of! He wants more!"

Taking this to light Naaman asks him with concern, "And you sure we can control that power?"

Dantalion clenches his fists, "Of course I'm sure!"

Rubbing his pointy chin Naaman takes this to effect, "We shall see. Bring him back in."

Elsewhere Willow's still having fun beating on their followers as she makes her way towards the library. As another band of attackers dash towards her with all sorts of weaponry, she emits a high-pitched shriek that causes them to hold their hands over their ears, as though to drown out the sounds out, before lumbering to the floor and crying out in pain. Their ears soon bleed as she floats past them, "Now to find the demon who ruined my nice dress!"

Back in the library, the demons are congratulating Sam as their newest member whilst Dean tries to psychically call out to him, using the psychic rapport they have with one another, Sam...Sammy. Naaman, his telepathic senses taking effect, notices this and calls out to Dantalion, "Quick! Engage your mind!" He transfers his psychic energy through to Dantalion while he connects his mind to Sam as he begins to see images of Dean in his hopes of getting through to his brother.

Within Sam's mind: Sam...Sam...Dean's voice echoes as he emerges within Sam's mind. Filled with eerie mist, Dean continues to investigate his surroundings, Can this dark place be your mind? From out of nowhere a door opens and from within it, Sam and Dantalion, in the form of Tobias, as he makes his way toward him, sword in hand. "I thought it was about time we ended this little game Dean Winchester! A duel, none quarter asked, none given." Finding that Dean has no weapons, nothing to fight against the demon, Tobias laughs, "You'll find that you don't have your guns or whatever weapons you have in the real world. You're in my mind now, a mental arena of my creator, Sam's mind!" Eyeing Sam, who appears to be in an hypnotic state, Dean calls out to him in a bid to try to revert him back to his senses, Sammy? Sam, talk to me! His clothes suddenly change to that of 18th century and finds a sword holster strapped his belt, What the Hell? Tobias whips off his jacket, "My world! My rules! My choice of weapons! Peasant!" Tobias slashes with his sword but Dean manages to roll out of the way, Okay! If you want a fight, then I'll gladly give it to you! Dean hollers as he takes out his sword and blocks another one of Tobias attacks with it. Hacking at Tobias left and right, Dean finds that his surroundings are changing and they're now fighting in a secluded forest. "Give up while you still can Dean! How do you hope to win against me? Tobias proclaims as, from under the ground, roots sprout out and entwine around Dean's legs, Stop with your illusions and fight like a man, you pussy! "Don't you see? I'm not creating them! We're in Sam's mind and it's Sam who helping me dispose of you!" Dean shakes his head, No! No, I don't believe it! He then charges at him, the two slashing and guarding at each other, before Tobias turns and runs. Oh no you don't! Dean shouts as he tackles him to the ground and lifts his sword in order to run it through the demon, You did this to Sammy! Yet before he could kill the illusion, Tobias disappears and the strange mist reappears. From within the trees Sam appears, wrapped in the cloak, as he walks slowly towards Dean, Sammy! I've come to free you! "Fool! I've already been freed! Set free from the constraints of sympathy and morality that bind human beings! The Phoenix Force inside me aches for sensation! Tobias Bianco has shown us the way! Can't you see it all around you!" There's only darkness, this isn't your mind Sam! Can't you see that Tobias is only deceiving you! Sam/Phoenix howls out with a dark laughter, "The dark joy of destruction!" As Tobias appears at her side, "And the end of Dean Winchester!" Dean looks on in horror as he runs the sword straight through his chest. The elder Winchester stumbles back, before collapsing to the floor, Sammy?

Back in reality, Dean's eyes begin to blacken before he too collapses to the floor, his friends looking on with confusion, "Dean! Dean!" Bobby cries out as he tries to reach out to him but his bonds stop him from doing so. Naaman looks back to Dantalion and asks, "Is he still alive Dantalion?"

"When the mind is destroyed, the body cannot survive as our newest member has helped to demonstrate!" He pulls Sam into his arms, "Yes, my love, you are everything I hoped you to be!" And with that said, still in the form of Tobias, he leans in and kisses Sam who returns it passionately.