"Let her go!" Cole shouts, as he shimmers into the cave. The woman who has Phoebe in her grasp looks up.

"Cole -- my boy. My beautiful son. I knew you'd come back to me -- you're not weak, like your father was." the woman says, shoving Phoebe against the wall of the cave. "Come to me, Cole -- I've missed you." The woman stretches her arms out and moves toward Cole, pulling him into an embrace.

"No! Let me go!" Cole screams, shoving her away . . . .

"Cole. Cole, wake up!" Paige says, sitting on the edge of the bed and shaking him.

"I said get away from me!" Cole screams, bolting upright and throwing Paige against the wall with full force. Now awake, Cole realizes what he has done and notices Paige struggling to stand up. "Paige -- oh Paige, I'm so sorry, are you okay?" he asks, rushing to her side. "Leo!" he calls out.

"Cole, I don't need Leo, I'm fine. And he wouldn't listen to you anyway, he's not your whitelighter." Paige says, as Cole helps her get up, and they both sit down on the edge of the bed. "What the hell was that?"

"A nightmare." Cole tells her. "Are you sure you're okay?"

"I'm fine." Paige tells him. Cole brushes the hair out of her eyes and kisses her on the forehead.

"If I ever hurt you, I don't know --"

Paige interrupts him. "Cole -- who did you think I was?" Cole hesitates for a moment.

"That's not important." Cole replies.

"Yes it is. If history tells us anything, it's that your dreams mean something. Who were you fighting, Cole?" Paige asks. "Who did you think I was?"

"My mother." Cole finally admits.

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"Any sign of her?" Piper asks, as Leo orbs into the room living room, where Piper is frantically pacing.

"No -- I have no idea where she could be." Leo tells her. "And honey, you need to calm down, all this stress isn't good for the baby." he says, forcing her to sit down.

"Calm down? How can I calm down, Leo? My sister has been missing for over 3 WEEKS now. She just walked out of the house and never came back and no one knows where she is. You don't think she turned herself into a mermaid again, do you?"

"I've already checked all of the oceans, there's no sign of her. But you remember how hard it was to find her the last time, so -- anything's possible." Leo says.

"This is all Cole's fault. And Paige -- oh, god, I can't even get the two names out in the same sentence. Is that even ALLOWED, Leo? I mean, with Paige being half whitelighter and all?"

"Well, the elders probably aren't THRILLED, but -- Cole has been trying to do good, and -- he is half mortal. It's not impossible to think that his mortal side can overtake his demon side."

"Well, I don't know, it just -- BOTHERS me." Piper replies.

"What bothers you?" Paige asks, orbing into the room with Cole.

"I think that would be us, sweetheart." Cole tells her, squeezing her hand and kissing her on the cheek.

"Do you really have to do that in front of me?" Piper asks, cringing.

"Okay, look, let's deal with this -- relationship -- later. Do either of you know anything about Phoebe?" Leo asks, as Paige and Cole sit down.

"Do you want to tell them or should I?" Paige asks.

"Tell us what?" Piper asks, getting worried.

"It was nothing, I just had a nightmare, that's all." Cole tells them.

"A nightmare -- Cole the last time you were having nightmares you were possessed by the Source. So you better spill it or so help me I'll vanquish your sorry ass so fast you won't know what hit you." Piper tells him. Paige stands up, furious.

"Look Piper, Cole has done nothing but try to help since Phoebe disappeared, and and if you're going to sit here and threaten him with vanquishing, then --" she shouts angrily.

"Okay, okay, I'm sorry." Piper says. "I promise Cole, I won't vanquish you -- for now."

"Thanks -- I think." Cole replies.

"Do you want to hear about the nightmare or not?" Paige asks.

"Were you possessed in it?" Leo asks.

"No -- I was fighting someone. And Phoebe was there, and she was being held prisoner. And I was trying to save her from --" Cole says, and then stops.

"From who?" Leo asks.

"His mother." Paige replies. "We think Phoebe is being held prisoner by Cole's mother."

"Oh, well that's just GREAT, Cole! So your mom's come back to punish her ex-daughter-in-law for breaking her little boy's heart. Isn't that special? So -- are you going to take care of Mommie Dearest, or are we?" Piper asks, furious.

"I don't have any power over my mother, Piper. I never did. And my mother has never fought my battles for me -- she raised me to take care of myself. Besides, she doesn't have an agenda. Her will isn't her own, it never has been. Whatever she does, it's because she's doing someone else's bidding."

"Whose?" Paige asks.

"Look, can we not talk about my twisted family tree here and focus on finding Phoebe?" Cole asks.

"Your twisted family tree might be exactly what LEADS us to Phoebe. I want details, Cole -- and I want them NOW." Piper demands.

"I can't say her name, Piper -- it'll tempt her to come here, and you're -- well, you're pregnant." Cole says.

"You're just now noticing? Cole, I can still fight off a demon." Piper says.

"Not this one. She could hurt you, Piper -- she could hurt you, and she could hurt -- she could hurt your baby. And I can't be the one responsible for that." Cole says.

"Cole -- if some demon out there is a serious threat to my child, I need to know about it." Leo says in an angry and demanding tone.

"Look, if I could tell you more, I would, but it's for your own safety that the less you know, the better. And as for my mother -- I'll handle her." Cole says, and without warning he shimmers out of the room.

"Cole! Cole, you just said you have no power over your mother, so how can you -- dammit!" Paige shouts. "Well, I hope you're happy now!" she says, staring angrily at Leo and Piper.

"Oh, yeah, I'm thrilled -- Cole just told me that my life and my baby's life are in danger from some demon woman that he refuses to name. I'm peachy." Piper says sarcastically.

"Cole doesn't want us to know about her -- maybe we should listen to him." Paige says.

"Look, Paige -- I can appreciate your new -- relationship with Cole, and I know you're just trying to protect him, but -- I have to protect my wife and my baby." Leo tells her.

"Leo, if Cole went down to the underworld to save Phoebe -- do you know how dangerous it is for him there? Do you know how many demons would thrill at the idea of destroying him? There has to be another way." Paige says, and she orbs out of the room.

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"So -- how do I look?" Phoebe asks, admiring herself in the mirror.

"You look beautiful, dear. Any man who crosses your path won't know what hit him." Lilith says, smiling as she wraps her arm around Phoebe's shoulder.

"You better believe it." Phoebe replies, grinning at herself.

"Are you sure you're ready to go back?" Lilith asks.

"You've really taught me so much, Lilith -- it's almost as if you're the mother I never had."

"Well, I like to think of myself as every woman's mother -- those that accept me, anyway." Lilith replies.

"Okay -- I'm ready." Phoebe says.

"I'll be in touch -- and you know how to reach me if you need me." Lilith says, handing her the mirror Phoebe found on the beach.

"Don't worry -- I won't let you down." Phoebe says, and she vanishes. As Lilith smiles proudly, another woman, one with dark hair and deep blue eyes, enters the room.

"Do you really think she can do it?" the woman asks Lilith.

"Oh, don't worry Elizabeth -- I have complete faith in her." Lilith tells her, and she hugs her tightly.

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"Well -- anything?" Piper asks, as Leo orbs into the room.

"If the elders know anything, they're not saying. They said they can't interfere with the demon realm." Leo replies.

"Well, can't they just give us a CLUE or something?" Piper asks, clearly frustrated.

"Hey guys -- what's up?" Phoebe asks, entering the house.

"Phoebe! Where have you been, are you okay?" Piper asks, rushing over to hug her. She then looks at her from head to toe. "What are you wearing?"

"You like? I thought I'd try a new look." Phoebe states proudly. She's wearing a red leather mini-skirt, skin-tight black boots with stilletto heels, and a red tank top that leaves little to the imagination. Her hair is perfectly coiffed and dyed platinum blonde, and she is in full make-up.

"What look? The 'slutty whore' look?" Piper asks.

"Phoebe, we've been so worried about you -- why haven't you called or contacted us. I haven't even been able to find you." Leo tells you.

"Um, yeah -- sorry about that. I just -- needed to go underground for awhile. You know, try to forget about things -- me being married to the source of all evil and getting pregnant by him, vanquishing him, dealing with him coming back from the wasteland, divorcing him, and finding him in bed with my sister -- this past year has kind of sucked for me. I just needed to get away, and think things through -- but I'm back now, and ready to make a new start. So if you'll excuse me -- I have a phone call to make."

"A phone call? You disappear for WEEKS, come strolling back in here looking like something out of the 'slut fantasy' pages of a biker magazine, and now you need to make a phone call? To WHO?" Piper asks incredulously.

"Miles. I mean -- I do owe him a fourth date, since Paige so rudely interrupted the third one. Oh, and -- speaking of Paige -- if she wants Cole, she can have him. I've moved on with my life -- I've decided I just want to have some fun. Ciao!" Phoebe says, and gleefully rushes up the stairs.

"Okay -- what WAS that?" Piper asks Leo.

"I'd say more like WHO was that. Because it certainly looked like Phoebe, but -- I'm not totally convinced that it's all her." Leo says suspiciously.

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"Cole!" Paige shouts, orbing into his apartment, relieved to find him there. "Why did you leave like that?" She rushes into his arms.

"Paige -- I don't think it's safe for us to be together right now." he says, pushing her away. "I won't bring any more danger to your family than I already have."

"Cole, what are you talking about?" Paige asks. Cole stares out the window and begins reciting a poem . . .

"Of Adam's first wife, Lilith, it is told . . . . . .
(The witch he loved before the gift of Eve,)
That, ere the snake's, her sweet tongue could deceive,
And her enchanted hair was the first gold.

At Miles's apartment . . . . . . . .

"So -- did you miss me?" Phoebe asks, as she and Miles enter his apartment.

"Well -- yeah, I guess so. We were all kind of worried about you, Phoebe." Miles tells her.

"Yeah, I know -- but I promise, it had nothing to do with you. Actually, I thought a lot about you while I was gone." she tells him, and pulls him into a deep, penetrating kiss.

Back At Cole's Apartment . . . . . Cole continues to recite the poem . . . . . .

And still she sits, young while the earth is old,
And, subtly of herself contemplative,
Draws men to watch the bright web she can weave,
Till heart and body and life are in its hold.

At Miles's apartment . . . . . . . .

In his bedroom, Miles and Phoebe are caught up in their passionate lovemaking. "You're so beautiful, Phoebe." Miles tells her, and leans over to be above her. Phoebe pushes him away.

"No -- I'm ALWAYS on top. Because the woman has ALL of the power." she whispers seductively, and she pushes him onto his back. Phoebe climbes on top of him and kisses him, her hands wrapped tightly around his neck as he gasps for breath.

At Cole's apartment . . . . . . Cole finishes his recitation . . . . . . .

Lo! as that youth's eyes burned at thine, so went
Thy spell through him, and left his straight neck bent
And round his heart one strangling golden hair."

Paige just stares at him, puzzled. "Dante Rossetti -- it was my mother's favorite poem." Cole tells her, still staring out the window.

"Uh -- well, it's kind of creepy. And who's Lilith?" Paige asks. Cole turns and looks at her.

"My grandmother." Cole replies.

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Phoebe finishes getting dressed, and looks over at Miles -- his lifeless body lying on the bed, his neck broken. Phoebe takes her mirror out of her purse and looks into it. Lilith appears behind her. "You did well my dear -- you did very well, indeed." Lilith tells her, smiling proudly. She pulls a single strand of hair out of her head, and places it gently onto Miles's bare chest, right next to where his heart lay still and silent. She hugs Phoebe with pride, and they are both laughing with pleasure as they vanish from the room.