"Lilith is your grandmother? Well gee Cole, from that poem you just shared, your granny doesn't sound a very friendly lady." Paige comments.

"She's more evil than any demon I've ever encountered. And she hates men. No male, demon or otherwise, has ever been in her lair and made it out alive." Cole tells her.

"So I take it you weren't her favorite, huh?" Paige asks, as they both move toward the couch and sit down.

"I don't know -- I only met her once. And that wasn't until I was about sixteen and my mother felt she might actually have some 'use' for me, as she put it. Up until that point, my mother did everything within her power to keep me hidden from Lilith. From what I understand, she wanted to have me incinerated when I was about three weeks old. I mean -- given the fact that I was male and I was half mortal -- I guess she didn't think I would have much potential."

"Well gee, you showed her, right?" Paige says jokingly. "Yikes. Sounds like a really twisted lady."

"You have no idea, Paige. What she's capable of is -- it's beyond anything you've ever dealt with. She preys on women who have had their spirits crushed by men -- women going through a divorce, women who are in abusive relationships, women who have just been dumped or cheated on one too many times. If a woman has enough anger built up in her toward a man -- Lilith preys on that anger. She finds these women when they're at their most vulnerable, and she lures them into her lair. That's where she transforms them."

"Into what?" Paige asks.

"Demons. You see, Lilith had hundreds of children of her own -- the spawn of her many affairs with other demons after she rejected being subservient to man. I guess you could call her the first feminist. Three angels appeared to her and demanded that she return to the garden and accept her role with man, but she refused. So the angels slaughtered all of her demon-children as punishment. She vowed to avenge their deaths somehow. So she preys on pregnant women and innocent children. The boys she just kills -- she doesn't have much use for them. But if she can capture an infant girl -- she takes it with her to her lair. She adopts the child, and raises it as her own daughter, giving her all the demonic powers that she herself possesses."

"Is that what she did to your mother?" Paige asks.

"I guess so -- my mother has no memory of NOT being a demon. Lilith must have taken her right at birth." Cole replies. "But Lilith's powers don't stop there, Paige. ANY woman is vulnerable to her -- as long as they're willing to be. If a woman has been hurt by a man -- all it takes is that one moment where she's willing to do anything to make that hurt stop. And what better way to make the hurt stop than to cause someone ELSE just as much pain -- if not more."

"So what are you saying Cole? That Lilith has a whole army of demon women wandering around the world preying on men and torturing them just for the hell of it?"

"Yes, I am -- and I'm afraid that I may have caused Phoebe to enlist with her." Cole states worriedly.

-----------------------------------------------------------------------------

Early the next morning, music is blaring in Phoebe's room as she sings along loudly while she primps herself in the mirror.

"Oh, I hate men. Of all the types I've ever known within our democracy.

I hate the most the athlete with his manner bold and brassy.

He may have hair upon his chest, but sister so has Lassie!

Oh, I hate men!" Phoebe sings out loud, as Piper stands at the door, listening.

"New CD?" she asks, as Phoebe reaches and turns down the volume.

"Yeah, this is kind of my new favorite song. You like it?" Phoebe asks.

Piper looks at the CD case. "Kiss Me, Kate -- by COLE Porter, oh there's a clever twist of irony there for you." Piper comments.

"Give me that!" Phoebe says, yanking the case away from her.

"So -- where are you off to today?" Piper asks.

"Not that it's any of your business, but -- I'm going to work, and then I'm meeting my friend Lizzie at P3." Phoebe tells.

"Who's Lizzie?" Piper asks.

"Just a friend I made on my self-bettering quest. Are you done interrogating me now, because I'm already late." Phoebe says.

"Look -- Phebes -- Leo and I are really worried about you. Leo thinks that --"

Phoebe interrupts. "You know what, Piper? You can tell Leo to keep his whitelighter nose out of my business. And if he wants to be useful to me he can find me a FEMALE whitelighter to watch over me because obviously if he spent three weeks looking for me with no luck, he can't handle the job. If he were a woman, he'd have known where I was."

"What the hell is that supposed to mean?" Piper asks. Phoebe sighs in disgust.

"You are just so clueless. You know -- it's women like you that ruin it for the rest of us." Phoebe says, and she storms off in a huff.

"Ruin what?" Piper asks no one, just as Cole and Paige appear in the room.

"Is she here?" Paige asks.

"No -- she left again. She came home who knows when last night, this morning I found her getting all tramped up again, and now she's gone." Piper replies.

"How has she been acting?" Cole asks.

"Well, she's dressing like a tart, and yet she keeps going off on these feminist rants. Isn't that kind of contradictory?" Piper asks.

"No -- she's doing exactly what she's supposed to be doing." Cole says.

"Cole thinks that Phoebe is possessed by a demon that hates men and wants them all to die." Paige states matter-of-factly.

"Okay, then -- that's one theory -- I guess." Piper says, not believing a word.

"Piper, I'm serious here. Look -- I need to find Phoebe and see for myself what's going on with her." Cole insists.

"Well, she said she's going to work but I wouldn't bother her there -- the mood she's in she'd probably vanquish you. But she did say she'll be at P3 tonight with some new friend of hers -- Lizzie, I think she said her name was." Piper tells him.

"Lizzie? Perfect -- just perfect." Cole says, clearly not pleased.

--------------------------------------------------------------------------

Later that evening, Phoebe and her friend, the same woman that Lilith was speaking to in the cave after Phoebe left, are at the bar of P3 laughing and talking when Paige walks in, and immediately heads over to them. "Hey Paige -- I want you to meet my new best friend -- Lizzie this is my sister, Paige. Paige -- this is Lizzie." Phoebe says, introducing them. Paige warily shakes Lizzie's hand, sizing her up and sensing to distrust her immediately.

"Paige, nice to meet you -- Phoebe has told me SO much about you." Lizzie says.

"Oh, I'm sure she has." Paige says. "Phebes -- I need to talk to you for a minute." Lizzie walks away from the bar.

"Sorry, no can do, sis. See that hot guy over there?" Phoebe says, looking toward a man standing by the bar, who lifts his drink at Phoebe and smiles. "He just bought me a drink -- he's single, he's cute, and he's really, REALLY rich. I think I might get lucky tonight."

"Phoebe, that's exactly what I need to talk to you about --" Paige says.

"Yeah, you know what Paige? Go worry about your own man. By the way -- isn't that your stud-demon Cole, chatting up my friend? Ooooh, looks like they're doing more than chatting now." Phoebe says, as Paige turns and sees Lizzie kissing Cole on the lips by a corner wall of the club.

Cole pushes her away immediately. "Get away from me." he says angrily, through gritted teeth. "I don't know why you're here, but I know who sent you, and you need to take a message to her -- tell her to stay the hell away from my family."

"YOUR family Cole? I'm your family." Lizzie tells her.

"What's going on here?" Paige asks, storming over to them and interrupting. "Who the hell do you think you are?" she asks, glaring at Lizzie angrily.

"Paige -- I'd like you to meet my mother." Cole says, and Paige looks at her, then at Cole, stunned.

"Your MOTHER? She looks like she's about 25 years old at the MOST." Paige says.

"Yes, well, mother dear has never been one for 'aging gracefully'. She gets a new human form at least once a decade -- unfortunately I've always been able to pick her out in a crowd, no matter how hard she tries to disguise herself." Cole says. "I have to admit though -- you really out-did yourself this time."

"You like the new look?" Lizzie asks in a show-offish manner.

"Well, what was that kiss about? Because that's just -- gross." Paige says, clearly disgusted.

"Oh, darling, you should know as well as anyone how passionate we demons can be. I haven't seen my son in decades -- by the way sweetie, you're starting to show some wrinkles on your forehead, you really should think about having that fixed. How about you and I shimmer down to Miami for a few days -- I hear there are these two doctors down there that can just do WONDERS with botox." Lizzie says, reaching up and touching Cole's forehead. Cole grabs her wrist forcefully.

"What do you WANT, mother?" he asks, with even more fury in his voice.

"Why do I have to want anything?" Lizzie asks.

"Because you always do. Or rather -- SHE always does." Cole says.

"You mean Li-" Paige begins, but Cole interrupts.

"Paige! I told you not to say her name when -- certain people are around." Cole says, noting that Piper has just entered the club.

"Why, what is she, like, Beetlejuice or something?" Paige asks.

"Who?" Cole asks. Lizzie is becoming annoyed.

"Cole, sweetie, your taste in women is -- impeccable, as always." she remarks sarcastically, rolling her eyes. "Can we go talk somewhere without your little Wiccan Barbie Doll interrupting us?"

"EXCUSE me!" Paige shouts, enraged. Consumed with anger, she whips up an energy ball and lifts it up, aiming it toward Lizzie. Fortunately, Piper notices just in time, and freezes Paige and everyone else in the room except Cole.

"What is going ON here?" Piper asks. She looks at Lizzie. "Who's this tramp?"

"That's my mother." Cole replies. Piper looks her up and down.

"Oh, you have GOT to be kidding." Piper says.

"I wish I were." Cole tells her.

"Paige doesn't lose it like this, not in public, what did your mother say to her that got her so upset?" Piper asks.

"She called her a Wiccan Barbie Doll." Cole tells her.

"Oh. Yeah, that wasn't very nice."

"Piper -- you need to leave."

"It's my club." Piper says, prying the energy ball out of Paige's hand.

"And it's your LIFE and your child's life on the line. I don't want my mother to see you. It's too risky." Cole says.

"Oh come on Cole, what is she, some kind of baby-stealing demon?" Piper asks.

"No, she's a man-eating, man-killing demon. But she works for a baby-stealing demon, and I don't want her anywhere near you. Unfreeze Paige."

"Cole, if you're serious about this --"

"Piper, just unfreeze only Paige -- just do it!" Cole shouts. Piper unfreezes Paige. Paige moves her arm in a throwing motion, but notices nothing in her hand.

"Looking for this?" Piper asks, holding up the energy ball. Cole turns to Paige.

"Are you insane? Throwing that at her in public?" Cole asks.

"I -- I don't know how that happened, she -- she pissed me off! Don't expect me to go out to dinner with her any time soon." Paige tells him.

"That's what she's trying to do Paige -- demons like my mother feed off of women's anger. And they know exactly what buttons to push to get that anger flowing to the extreme. You need to get out of here, and you need to get Piper out of here. Now go hide somewhere, unfreeze the room, and then orb out. I'll catch up with you later." Cole tells them.

"Cole, I can't leave you alone here. You said you have no power against your mother, and --" Paige begins.

"Paige -- just trust me, okay? I'll be fine." Cole says. He kisses her on the lips. "Now go."

"Can't I just -- set her hair on fire or something?" Paige asks.

"No -- now get out of here!" Cole demands. Paige and Piper grudgingly go off into a hidden corner of the room. Piper unfreezes the room, and the two of them orb out, unseen. Lizzie looks around the room.

"Where'd your witchy little friend go?" Lizzie asks. Cole grabs her angrily, and shimmers them both into the alley to continue the conversation in private.

"Somewhere you can't hurt her." Cole replies.

"Oh, sweetie, why would you think I would hurt your little girlfriend?" Lizzie asks. Cole starts laughing.

"Remember back in the 1920's, mother? That cute little Irish immigrant girl that I was seeing in New York? Blonde hair, blue eyes, half demon, half witch -- I really liked her, you know." Cole says.

"Well, I didn't trust her. So I just -- politely -- told her to stay away from you, that's all."

"Politely? You turned her into a STATUE! Last I heard she was in a museum somewhere in France! You know what your problem is, mother? You're jealous. You're jealous because you think no woman is good enough for me because she's not YOU!"

"Well, why wouldn't I want the best for you Cole? You remind me so much of your father." she says, stroking his cheek.

"Yeah -- and you adored him so much that you killed him." Cole says, shoving her away.

"I didn't want to do that Cole. She made me, you know that -- she gave me a choice. It was either you or your father. And you're my little boy -- I would never let anyone hurt you, Cole."

"Is that why you went after Phoebe? Because she hurt me? I'm over it, mother -- I have Paige now." Cole states adamantly.

"First of all -- Phoebe came looking for US. And second -- you can do so much better than that little twit Paige. Honestly Cole, she's been a witch for what, five minutes? She can't even whip up a halfway decent potion and you're expecting her to satisfy you?"

"Okay -- I'm done with this conversation. Go -- haunt a house or something." Cole says, and he storms back into the club.

"That would be a ghost, dear, not a demon!" Lizzie shouts after him. Cole makes his way angrily toward Phoebe. Once he reaches her, he grabs her arm forcefully.

"Outside -- now." Cole demands. He starts to pull her across the room.

"Hey, get your hands off of me, Cole! You don't tell me what to do!" Phoebe yells at him. She shoves him, and he falls into a table. "Come on Gary, let's go." Phoebe says to the man she's been flirting with, and she walks out of the club with him. Cole stumbles to his feet and rushes outside after them.

"I don't think so." Cole says. He shoves the man into a pile of garbage, grabs Phoebe and shimmers away with her, taking her to Halliwell manor. He shimmers into the house with her.

"Let me GO, you animal!" Phoebe shouts, fighting with him the entire time.

"Piper, freeze her now!" Cole shouts, and Piper freezes Phoebe. "Get Leo here -- don't stand there and stare at me, just DO it!" Piper sighs.

"LEO!" she calls out, and Leo orbs into the room.

"What's going on?" Leo asks.

"Get Piper out of here. I don't have time to explain right now, just get her out of here -- take her to my apartment, we'll meet you there as soon as we're done." Cole tells him.

"Done with what?" Leo asks.

"Did you not hear me say that I don't have time to explain right now? My mother could have followed us here, and you need to get Piper OUT of this house!" Cole shouts.

"Alright -- but this better be good." Leo says, and he and Piper orb out of the room.

"Okay -- so with Piper gone, how are we supposed to un-freeze Phoebe now?" Paige asks.

"One thing at a time. We need to make a potion, Paige. Something that will vanquish this demon that's possessing Phoebe." Cole tells her.

"Cole, my potion skills are still kind of limited. I really need Piper's help."

"Well, Piper can't help you with this one -- it's not safe for her. Not with my mother and grandmother hovering around. Come on, let's go upstairs." Cole says.

"What about Phoebe?" Paige asks. Cole looks at Phoebe.

"We'll take her upstairs with us. Between the two of us we should be able to keep her safe." Cole says. Cole picks Phoebe up and shimmers out of the room with her, and Paige follows behind. A few moments later, Lizzie enters the living room of the manor. She hears Cole and Paige upstairs, but doesn't say a word. Instead, she pulls out her mirror, Lilith appears behind her.

"I see your son has fouled things up again, as usual." Lilith comments.

"Mother, you just leave Cole to me. You promised me you wouldn't hurt him." Lizzie says.

"Still as protective as ever of that half-breed son of yours, I see. Elizabeth, I warned you that boy would be your un-doing from the minute he was born." Lilith comments. She glances around the room, and spots a book on the table . . . . What To Expect When You're Expecting. "Well, look at this, Elizabeth . . . . someone in this house is expecting a baby . . ." she comments, getting an evil grin on her face.