Phoebe and Prue walk into the manor their arms loaded with shopping bags.

"I don't know, Phoebe. The Betsey Johnson dress might be a bit too much for work."

"That's what a new wardrobe is all about, pushing the limits."

"Ah, and stretching the budget. Maybe I should just check with Piper."

Speaking of the devil, they hear her laughing. They turn and see Piper and Leo playfully running out of the kitchen and through the dining room on their way to the stairs.

"Oh, my god, Prue!"

Piper freezes Leo on instinct, trips, falls flat on the floor and slides across the foyer to stop directly in front of Phoebe and Prue. They help her to her feet.

"I'm so embarrassed."

"Of course, she might have other things on her mind, like having her way with the handyman."

"I thought you guys were supposed to be shopping."

"Obviously." Phoebe points towards Piper loose shirt. "Ooh, look, front clasp bra. She means business."

"Serious business."

Piper pulls the end of her shirt closed.

"Do you mind?"

"No, are you kidding? I think it's great, as long as he's not still on the clock."

"That's not what I mean. You guys have to get out of he before he unfreezes. I never know how long this thing lasts. How much did you guys spend?"

"Lots. Prue's new look is perfect for an S.H.W."

"What's S.H.W.?"

"Single hot witch."

"Mmm."

"Prue, are you sure this isn't depression buying, you know, post breakup?"

"Does this look like something a depressed woman would wear?"

Phoebe holds out a red bustier. Prue pushes it towards Piper.

"Hmm, maybe you should borrow it."

Phoebe giggles.

"Ok, time's up. You two got to go." Piper pushes Phoebe and Prue towards the sitting room. "Go on, go in there, and be quiet!"

"We will if you will."

Piper heads towards Leo. She carefully puts her hand in his. He unfreezes and they both run up the stairs. Phoebe and Prue run out from the sitting room to watch. Piper sees them and shakes her finger at them. Prue pulls Phoebe back into the sitting room.

-c-

Prue walks in her bedroom and unzips her sweater. Behind her, Rex appears in an invisible form. Kit growls at him like she knows that Rex is there.

"Kit, what is it?"

Rex begins to talk to her, but she can only hear him in her mind.

"You forgot to unpack your briefcase when you got home from work. And you want to do it right now."

Prue walks over to her desk. She sits in the chair and unzips her briefcase. Inside is a diamond encrusted tiara.

"What you're about to pick up is a tiara, but you will really believe it's your datebook."

Prue looks into her briefcase and sees her datebook. She takes the tiara out of her briefcase.

"Now, put it in the desk, just like you always do."

She opens her desk drawer and puts her datebook inside. She closes the drawer.

"Excellent. Now, you want to continue getting ready for bed."

Prue unzips her boots. Rex appreciatively watches her. But when Prue begins to unzip her sweater, Kit jumps on the desk and meows at what Rex disappears.

-c-

Rex is pulled back into his body. He opens his eyes wide as he re-orients himself. He takes a breath, shakes his head and exhales. Hannah sits nearby watching him carefully.

"Well?"

"Prue did exactly as I told her to. You know, I rather like this new power."

"And are you sure she didn't see you?"

"No, no, no, she couldn't see me. No, I was invisible."

"Well, then, how did you get there?"

He sighs and begins his explanation again.

"I've explained this to you, Hannah. It's called astral projection. With it, I can transport myself psychically and, uh, implant a subliminal thought into Prue's brain, just like I did when I tricked her into leaving the vault today with the tiara. See, I planted the thought that made her think she came out empty-handed."

"I still don't understand how it works."

"Watch."

Rex stands up and moves to the other side of the room near his desk. He takes a breath and projects himself next to Hannah. His invisible self appears just behind her.

"You want to disrobe for him ... desperately."

Hannah stands up and starts to unbutton her top. Rex returns to his body. He takes a breath and looks at Hannah. He smiles as he sees her unbuttoning her top.

"Understand now, Hannah?"

-c-

Prue is standing in front of her full-length mirror looking at her reflection as she gets ready to go to work. She's wearing a long black dress. She checks her back and sides when Paige walks in.

"Hey, what's up? Are you going to wear that for work?"

"No I'm not." Prue heads back to her closet and pulls something else on. "Where were you last night?" Prue comes out of her closet, wearing a white dress.

"I think it's a little cold for that one."

"Right." Prue disappears again in her closet. "You haven't answered my question."

"I knew you were going to notice that. So what's up with all the trying on, is there something special at work today?"

Now, Prue wears a tight-fitting gray dress.

"Can't I just look my best?"

"Sure, but I think that's more to go clubbing."

"You think?"

"Yeah."

When Prue disappears again in her closet, she notices that Paige hasn't answered her question yet.

"So where were you tonight?"

"Prue, that's nice."

"Thanks." She is wearing a black skirt with a charcoal gray top. "But stop avoiding the question."

"Alright I was with Sean."

"I figured."

She looks at her closet and uses her powers to pull out a pair of light tan shoes. She looks in the mirror and sees Paige sitting on the bed, looking sad.

"Oh no, what happened?"

"We had a fight."

"Let me guess, first fight?"

"Yeah."

Prue sits herself down next to Paige.

"About what?"

"Something stupid."

"C'mon Paige if you are this upset, it's not something stupid. What was the issue?"

"I know he loves me, but he never says anything. So this morning I thought I take matters in own hands and I said that I loved him once again and he responded with 'that's nice'."

"Oh no, he didn't."

"Yes, he did and he even dared to ask what he did wrong."

"Well you can only resolve this by talking to him."

"Great. By the way you look really good."

"That's nice." Paige stands up and leaves the room. "Paige, I was just kidding, come back."

-c-

Prue hurries after Paige.

"I couldn't help myself, I'm sorry, okay?"

"Yeah it's fine."

Paige sits herself down on the couch. At the base of the stairs, Phoebe leans against the stair railing. Prue frowns as she recognizes the suit Phoebe has on.

"If you ran an employment agency, wouldn't you want me?"

"Maybe. But I'd definitely want my suit back."

"No, this is part of your old wardrobe. I'm just recycling."

"Well, the environment thanks you…"

"But take it off. Yeah, I know, I know."

Piper rushes down the stairs.

"Hi. Bye."

She rushes past Phoebe and Piper trying to make it to the front door before they stop her.

"Oh, Piper?"

Piper stops and turns around.

"Didn't you have to go in early this morning?"

"Right, that was the plan. I'm running a little late. Um, it just took a little longer to get out of bed this morning than I planned." Phoebe and Prue look at each other. "Okay, bye."

Piper turns and rushes to the front door. Phoebe and Prue take off after her, followed by Paige.

"Hey! Whoa! Whoa!"

"Whoa! Whoa!"

"Wait!"

Prue and Phoebe stop Piper, standing between her and the door and Paige stands on her other side so she can't escape.

"You, Leo, last night, dish."

"Mmm, well, uh, it was nice. It was… well, it was wonderful. We just had a few problems."

"Problems?"

"What problems?"

"Well, it's been a while since, you know, I... and I was a little nervous, and I kinda kept on freezing him."

"Uhh, Piper, you didn't?"

"I didn't mean to... the first time."

"Ahh!"

"Ok, so, um, um... at what point in the process exactly did you freeze him?"

Piper smiles.

"Hello?"

"I gotta go."

Piper walks around them.

"No, no, Piper, we're only teasing you."

"Yeah, truth is, we're just jealous."

"Yeah. Seriously, we're just happy to see you with a great guy finally."

"I mean, between you and Leo, Paige and Sean, Prue the new hot wicca woman, and me, soon to be employed, things are looking up."

"Don't say that. The moment somebody says that, everything always goes south."

"Unless you freeze him." Piper rolls her eyes, turns and grabs her jacket off the hook. "Ooh! I couldn't help it. It was so good."

"Okay, okay, okay, if you're gonna borrow the car, let's go."

Phoebe and Prue head for the front door. Just then, Leo comes down the stairs.

"Good morning."

"Mmm, yeah, we heard."

"Uh, bye."

Prue grabs Phoebe and pulls her backward toward the front door.

"Yeah. Have a magical day."

Prue opens the door and they both exit the house. Phoebe giggles as she goes. Paige goes back to her room to get ready for college. Finally alone, Leo walks over to Piper.

"What'd she mean by that?"

"Who knows? Ha! I'm late for work. Bye."

Piper kisses Leo on the cheek and pulls away to leave. But Leo grabs Piper by the waist and pulls her towards him. Piper laughs as they kiss.

"Uh... bye."

"Bye."

Piper leaves while Leo watches her go.

-c-

Prue and Phoebe step out of the elevator and out into the hallway of Buckland's. There are office workers and police officers out in the hallway. They walk towards the Security Guard.

"Jaime, hey, what's going on? What happened?"

"We got robbed last night, Prue."

"You're kidding? What was stolen?"

"The Romanov Tiara."

"Oh, my god, not the Tiara."

"Prue." Rex walks up to them.

"Rex, hi. Jaime just told me."

"Yeah. Hello, Phoebe. Nice to see you again."

"Hi, Rex. I'm sorry about what happened."

"Yeah, me, too. A loss of this magnitude could severely damage our reputation. I mean, who is gonna consign anything with us if…"

"No, no, we just have to get the tiara back before word gets out."

"I agree. Will you take point on this then, you know, help the police? You're really the only one that I can trust."

"Sure, but what about you?"

"Yeah, unfortunately, I've got another commitment tonight that I really can't get out of. It's, uh, some good friends who are giving a concert, and, uh, well, I promised I wouldn't miss it."

"Oh, yeah, who?"

"The Verve."

"Get out! Are you serious?"

"Why, you know them?"

"Know them? I worship them. 'Bittersweet Symphony' is, like, the best song ever."

"Really?"

Phoebe nods enthusiastically.

"Here, I have an idea. Why not join me tonight? I'm sure I can rustle up another ticket." Phoebe glances over at Prue. Prue's smile falters. "Well, you wouldn't mind, would you, Prue?"

"Ha! Of course not. Why would I mind?"

"Then it's a date, well, figuratively speaking, of course."

"Of course."

"Yeah. Um, pick you up at seven, all right?"

"Yeah, that sounds great. Thanks." She glances at her watch. "Uh, oh, look at the time. I gotta get going. Hey, I promise I'll have the car back by noon."

"Uh-huh."

Phoebe leaves.

"Thanks for pitching in, Prue."

Rex also leaves. Andy rounds the corner and sees Prue.

"Prue."

"Andy, uh, are you on this case?"

"Yup. Guess fate keeps throwing us together."

Hannah Webster walks up to them.

"You two know each other. I forgot."

"No, you didn't."

"Well, uh, I suggested that the inspector speak with you, since you were the last one to actually see the tiara. Um... if you need anything else, please, don't hesitate to call."

Morris walks over to them.

"We'd like to see the security tapes from last night as soon as possible."

"Oh, yeah, I'm sure Prue can arrange that."

Prue nods.

"Excuse me."

Hannah leaves, followed by Morris.

"How are you?"

"Okay. It'd be better if you stopped by the station later on so we could talk about all this. One o'clock?"

"Sure."

Andy nods and leaves. Prue heads for her office.

-c-

Rex comes into his office and Hannah immediately starts complaining.

"I can't believe you're taking that little witch to the concert. Rex, that was my ticket."

"Hannah, kitten..." He turns to her and purrs. "I mean, I'm only doing it to upset Prue, all the better to frame her and to force the sisters to relinquish their powers." He plays with the lapels on her suit jacket.

"How do you know they even can?"

"Ah, there is a special spell in the Book of Shadows. When the time comes, they'll use it. Trust me."

He walks around her, turns her towards him and they kiss.

-c-

At the police office Andy is interviewing Prue.

"You said you put the tiara back in the vault before you left. Was anybody else there?"

"The security guard Jaime."

Andy jots down some notes.

"Did he lock up the vault?"

"No, I did."

"Okay, did you happen to take anything out of the vault when you left?"

"No. Is this an interview or an interrogation?"

"I'm sorry. I'm just trying to get all the facts, that's all."

Morris comes up to them.

"The problem is, there were no signs of forced entry into the auction house or the vault."

"So, do you think that one of the employees might have stolen it?"

"A strong possibility."

"Someone like me?"

"No, don't be ridiculous."

"Still, we have to check out everyone's story. Grand larceny's big time. Could cost a person 15, 20 years easily."

Andy stands up and ends the interview.

"I think we got enough for now, Prue. If we have any other questions, we'll give you a call."

"Well, you know where to reach me."

"I think I still remember."

Prue leaves. Andy walks over to Morris.

"What was all that about?"

"You tell me. Last time, you were ready to bust her for stealing a feather. Now you think she's Miss Innocent?"

"That was a whole different situation, completely unrelated."

"Look, I'm not saying she did it, all right? But you have to admit a lot of the arrows are pointing in her direction. There's also this. The security tapes that Prue brought over? One's missing, the one from the vault."

Andy looks down at the tapes, then back up at the door where Prue left. He looks at Morris.

"Yeah."

-c-

Prue sits at the Quake's bar looking at Piper as she counts the cash in the register.

"You're glowing."

"Hmm?"

"Your face, total afterglow."

"It is not. It's just warm in here."

"Mm-hmm."

Paige comes up to her sisters.

"God, is it just me, or is it really crowed in her?"

"Nothing more then usual."

"Oh, then it is really me."

"Hey Paige, a question, does Piper have an afterglow?"

"Yeah now you mention it."

"Alright enough about my complexion." Prue and Paige laugh. "So, how much was that tiara worth anyway?"

"Well, I didn't get a chance to have it appraised. We just got it in yesterday, but I would say well over a million dollars."

"Wow! Do they have any idea who stole it?"

"Yeah, me."

"Hmm?"

Phoebe and Rex walk up to them at the bar.

"So, what's on the dessert menu?"

"Hey, how was the concert?"

"The best. It was amazing."

"Still recycling, I see."

Phoebe makes a face at Prue.

"Thanks for taking care of things tonight, Prue. I really appreciate it."

"Mmm! Don't you just love that accent?"

"By the way, how'd it go with the police?"

"Uh, well, they think it's an inside job, actually."

"Do they? How disturbing."

"Okay, shop talk later. We're gonna grab a table, okay?"

Piper points them one.

"Take that one by the window. I'll send, uh, Cindy over."

"Uh, you're welcome to join us, Prue."

"No, thanks. I think I'll pass."

"Okay."

Phoebe and Rex head for their table.

"She's a big girl, Prue."

"Meaning?"

"He's rich, he's stable, he's handsome. You should be happy for her."

"I'm thrilled."

"Are you jealous?"

"No. No. More like territorial. Okay, I would just like to keep my work world separate from my home world, is that okay?"

"Good luck."

Piper takes the cash box and leaves. Prue looks over at Phoebe and Rex sitting at the table. Prue can't stand looking at them and turns her attention to Paige.

"So how did it go with Sean?"

"Don't know, didn't go."

"Paige."

"I know what you are going to say."

"Alright if you know it, than why are you still sitting here?"

"Fine, I'm gone."

Paige leaves and Prue's face turns back towards Phoebe's table.

-c-

Paige knocks on Sean's door. It takes a while before he comes to open the door. When he finally opens the door, he is still going with a towel trough his hair.

"Paige, what are you doing here?"

"We need to talk about what happened this morning."

"Yeah we do, but can't we do it another time, there is a hot tub waiting for me."

"No we need to talk."

Before Sean can stop her, she enters the room.

"Fine, but can I at least go and put on some pants?"

"Sure."

Three minutes later he comes back wearing a jogging.

"Great, so what's the matter?"

"Well, we need to talk about this relationship and where it is going."

"Oh no, I hate that talk. Well?"

"Why do you never say that you love me? I know you do."

"Well, I thought I showed my love enough." He comes over to her and starts hugging her and unbuttoning her shirt. "Or do you complain on that section?" She backs away from him.

"Sean, please."

"I never say that I love people alright, I just show it to them and I think I showed it enough to you. But if you really want to hear it, I love you alright?"

"You do?"

"Yes, now come here so I can prove it to you."

This time Paige let him unbuttoning her shirt with pleasure.

-c-

After Paige leaves, Sean goes back into his bathroom where a blonde is sitting in the bath reading a magazine.

"Is she finally gone?"

"Yes, now where were we?"

He says while getting back into the tub.

-c-

While Paige is sleeping out, Prue and Piper are already op and sitting on the sitting room couch. Piper is on the phone. Phoebe yawns and makes her way sleepily down the stairs.

"Good morning."

She stops and sees the open box of long-stemmed red roses on the main hall table.

"Wow, roses! Who are they for?"

"Guess."

"Phoebe looks at the card.

"Leo, I need to call you back. Something's about to come up. I'll see you later, okay? Bye."

Piper hangs up the phone. Phoebe reads the card out loud.

"'Phoebe, thank you for a lovely evening, the job is on its way. Rex.' Oh, what a sweetheart. Wait. Who opened the box?"

Piper gets to her feet and walks over to the roses. Prue sits on her chair glaring at Phoebe.

"I can't get over how beautiful these are. Can you, Prue?"

Piper grabs the roses and picks them up.

"So it must have been quite a night, you know, after the concert."

"Hmmm."

"I'll put these in some water."

Piper heads for the kitchen with the roses.

"All I did was tell Rex that I was going to the employment agency. He said he'd make a few calls and help me out. So, what's the big problem?"

"Phoebe, really, it's none of my business."

The doorbell rings and Prue gets up.

"It's just, watch what you say to him, okay? 'Cause there are certain things I don't want my boss to know about me."

Prue leaves to answer the door while Phoebe rolls her eyes.

-c-

Prue opens the door and finds Andy and Morris there.

"Andy... uh, what are you doing here?"

"We're... here to search your house for the tiara, Prue. We've got a search warrant."

Andy takes out the warrant from his jacket pocket. He and Morris enter the house. Prue shuts the door behind them.

-c-

Andy and Morris both walk into Prue's bedroom. Andy opens the dresser drawer and starts looking through it. Phoebe, Prue and Piper follow them inside.

"Wait, how can you guys even think that Prue stole the tiara?"

"We don't, Phoebe, not necessarily."

"Yeah, well, then, what are you doing here, spring cleaning?"

"Any idea where the vault security cam tape is?"

"I gave you the tapes."

"Uh-uh, not that one."

"It wasn't there, Prue."

Piper watches as Andy opens the desk drawer as he looks at Prue. Piper gasps and freezes the room.

"Why did you do that?"

Piper grabs the tiara out from the desk drawer.

"That's why."

Prue can't believe her eyes.

"Uh, no, no, no, wait. That is not possible. How did it get there?"

"I don't know, but you better come up with an answer quick before they unfreeze."

"Someone must have planted it there."

"Who? Somebody's been in our house?"

Next to Andy, we see Rex's Astral form appear in the room.

"It doesn't matter. Just let them find it. I've nothing to hide. I'm innocent."

"That doesn't look very innocent. Piper, hide it."

Piper puts the tiara behind the pillows on the bed. She goes back to her position next to Phoebe and waits as the room unfreezes. Andy and Morris continue to search. Rex interferes by putting a thought in Andy's head.

"You think you should check under the pillows."

"Morris, check under the pillows."

Morris moves away from the shelves and heads for the bed. Piper moves quickly, waves her hands and freezes the room.

"How did he know to look there?"

Piper grabs the tiara from behind the pillows and heads back to her sisters.

"Uh, put it in the dresser. He's already looked there."

Piper puts the tiara in the top dresser drawer. The room unfreezes. Morris checks behind the pillows on the bed. Andy looks up and Rex makes another suggestion to him.

"You want to look in the dresser again." Andy heads back to the dresser. Phoebe sees it and motions to Piper, so she freezes the room. Astral Rex steps up behind Piper as he watches Andy freeze.

"This is getting ridiculous."

Piper repeats him

"This is getting ridiculous."

"No, eerie is more like it."

Phoebe opens the dresser drawer and removes the tiara.

"I will be right back."

She runs out of the room.

"Don't worry, I'll just keep freezing them until they give up."

Astral Rex leans in close to Piper and whispers into her ear.

"You're a miserable witch."

Prue sees the look on Piper's face.

"What's the matter?"

"I don't know. I feel like calling a shrink for some reason."

Phoebe walks back into the room.

"Ok, I put it in the, uh..."

The room unfreezes. Andy and Morris resume their searches.

"... attic."

Morris checks behind the pillows on the bed. Astral Rex disappears from the room. Andy closes the last drawer.

"Nothing. I think that's good enough for now, Morris. I'm sorry about all this, Prue. I really am."

"Yeah, I know."

"Come on, Trudeau, let's go."

Andy and Morris walk out of the bedroom.

-c-

Rex returns to his body. He takes a moment to orient himself, shaking his head and taking a deep breath. He turns around to Hannah, who's sitting in front of his desk.

"Oh, witches!"

He deliberately knocks something off his desk sending it across the room.

"Well, did the police find the tiara?"

"No." Rex stands up and moves around the desk. "Piper kept freezing them, then moving it."

"Well, how can we frame her if they can't even find the evidence?"

"We're gonna have to up the stakes."

-c-

Prue paces the floor as she thinks aloud. Piper dusts the desk nearby while Phoebe arranges the roses in a vase. Paige comes down the stairs.

"Good morning."

"Not that good."

"What happened?"

"We found the tiara back."

"But that's great."

"In Prue's room."

"Ohh. Why did you take it?"

"I didn't. Somebody is obviously trying to set me up, and they're using magic to do it."

"But who? And how?"

"Pick a warlock, any warlock."

Leo walks into the room.

"Hey! Uh, what were the police doing here?"

"Oh, nothing much, really."

"Is it all right if I go upstairs and fix the bathroom sink?"

"Oh, knock yourself out, Leo."

Leo walks out of the room.

"Did anyone ever think that maybe he's a warlock?"

"Why is it always someone I'm dating that gets accused of being that?" Phoebe takes a breath to answer her. "Don't answer that." The telephone rings. "Answer that. It's safer." But Prue is the one to answer it. Piper resumes dusting the desk and Phoebe returns to her flowers, while Paige is getting something to eat.

"Hello?... Uh, yeah, um, hi, Rex. Look, I'm on my way in. It's… of course. Hold on." She looks at Phoebe. "It's for you."

"Hmm." Phoebe takes the phone. "Hello? Yes, I got the flowers, and they're beautiful. That was so sweet of you." Piper starts dusting Phoebe, irritating her with the feather duster. "They made quite an impression over here, too." She looks at Prue. "A dinner party? Yes, I would love to. Hold on. Let me get a pen." Phoebe exits the room. Piper looks at Prue.

"So, what are you gonna do?"

"What can I do? My sister's dating my boss. I don't really have a…"

"I meant about who's setting you up. Do you have any idea who it could be?"

"It's got to be somebody at the auction house. And if I had to guess, I would start with the person who said that they were out to destroy me."

"Hannah?"

"Smart girl."

-c-

Leo walks into the attic. He puts his tool chest down and closes the attic door. He walks to the centre of the attic looking around the area. He waves his hands and the three large chests near the window magically open up. He walks up to them and glances inside. Not finding what he is looking for, he waves his hand and the chests covers magically close. Leo returns to the centre of the room looking around again. He sees the dresser and motions with his fingers. The top drawer magically opens. He hears footsteps approaching the attic and he quickly motions to magically shut the dresser drawer. The drawer barely closes as the attic door opens. Piper is surprised to find Leo there.

"Leo, uh, what are you doing? I thought you were going to fix the sink."

"Yeah, I was… I… I mean, I am. I just, uh... I need to fix a light downstairs, and I was hoping there'd be some old fixtures up here that I could cannibalize." Piper doesn't say anything. "Listen, uh, there's something I need to tell you, something I don't think you're gonna like. Uh, I might have to leave here soon. I might have to go back home."

"Is home far away?"

"Yeah, it's pretty far. I mean, I don't know for sure yet, but, uh, you know, I wanted you to know, just in case."

"Thanks."

"Well, I, uh... better get to work."

Leo kisses Piper on the cheek, grabs his tool kit and leaves the attic. Piper turns around. She notices the dresser drawer partially open. She walks over, reaches in and takes out the tiara. She looks at it and thinks for a moment.

-c-

Phoebe turns the hallway corner and rings the doorbell. She puts the piece of paper back into her bag. Astral Rex appears behind Phoebe. "You will see a spectacular apartment." And he vanishes. The front door opens and the real Rex smiles at Phoebe.

"Phoebe, I am so glad that you could make it. Please."

He motions her inside. Phoebe's impressed by the apartment.

"Wow, this is…"

"Spectacular?"

"That is exactly the word I was going to use."

"We must be on the same wavelength." They chuckle. "Champagne?"

"Uh, no, thank you."

"No, I insist."

Rex walks over to the table and picks up a bottle. Phoebe looks around.

"Um, am I early?"

"No. You're right on time."

"But I thought you said you were having a dinner party."

She takes her jacket off.

"Yes, I am... with a very exclusive guest list: Just you and me."

Phoebe sits down. Rex joins her handing her a glass of champagne as he sits down next to her.

"A toast. To your interview."

"Interview?"

"Yeah, at, um, Zeitgeist Magazine. They want to meet with you, you know, perhaps, um, hire you for the, uh, fashion section. Interested?"

"Very. But what's the catch?"

"You have to sleep with me." Phoebe puts the glass down on the table. "Phoebe, what sort of man do you think I am? I… um, I hope you like sushi, imported fresh from Kyoto. Please, just, um, make yourself comfortable."

Phoebe sighs and picks her purse up. Rex heads into the next room. In the empty room, Rex closes the door behind him. He closes his eyes and concentrates. Back in the living room, Rex astral projection appears next to Phoebe who is refreshing her lipstick.

"You're having a premonition of Prue at work."

Phoebe gasps and has a premonition.

Prue is running out of her office. A black panther is following her through the hallway.

"She's in danger. You feel a warlock's after her. You must save her."

Astral Rex vanishes.

"Prue."

Phoebe puts her lipstick and compact mirror away.

"Ohh!"

In the other room, Rex returns to his body. He heads back to the living room. In the living room, Phoebe grabs her coat and bag and quickly gets to her feet.

Uh, I, uh, I gotta go. I'm really sorry, and I can't explain, but, uh..." Phoebe rushes past Rex and heads for the door. "... uh, uh, I'll call you, okay? Sorry. Sorry! Really sorry."

Phoebe closes the door behind her. Rex snaps his fingers and the luxurious living room illusion vanishes to reveal an empty apartment. Rex takes out his cell phone and dials. His voice changes to Jaime's. "Nine-one-one? I'm calling from Buckland's Auction House. I think someone's trying to kill me. Please hurry." Rex hangs up and puts his phone away.

-c-

Prue walks through the hallway headed for the office.

"Working late?"

Prue gasps as she turns around and sees Jaime, the Security Guard there. She chuckles.

"Sorry, didn't mean to scare you."

"It's okay. Uh, I guess I'm just a little jumpy lately."

"Can't blame you with everything that's been going on."

"Yeah. Um, listen, Jaime, I was wondering, when the tiara was stolen, was anyone else still here, like Hannah, or Rex, maybe?"

"No, you were the last one out, just like tonight. Hardest working woman I've ever met. For what it's worth, Prue, I know you didn't take it. I mean, of all people, there's no way."

"Thanks. "

He leaves. Prue pauses a moment and thinks of something.

"Hannah's computer."

-c-

Prue takes a seat behind Hannah's desk. She runs a search on Hannah's computer on Hannah Webster. The computer beeps: No Listing. Prue runs a search on Rex Buckland. The computer beeps again: No Listing. As she continues to type, Astral Rex appears behind Prue. "Someone's after you. Behind you." Prue quickly looks behind her. Rex chuckles. "You fear it's a warlock, with powers greater than yours." Prue stands up and leaves the office.

-c-c

Jaime is in the storage area on his rounds.

-c-

Prue runs to the elevator and presses the button. As she waits for the elevator, Astral Rex appears next to her. "You hear a scream, an innocent to protect, in the warehouse."

"Jaime."

Prue turns and heads for the stairs.

"You're to grab the artefact just inside the door."

-c-

Jaime continues on his rounds in the dark storage area. He hears footsteps and turns around. He gets hit on the back of the head with a heavy object and falls to the ground with a thud. Hannah walks up to his body. She tosses the security tape on the floor next to him. She walks over the body and on her way out, drops the heavy object on the floor.

-c-

Prue rushes into the storage area. She picks up the artefact on the floor in front of her. She looks up and sees Jamie lying on the floor. "Jaime." She rushes to him and kneels down next to him to check on him. Phoebe rushes into the storage area.

"Prue!"

She turns the corner and sees Prue kneeling next to Jaime who is on the floor.

"Ohh!"

Phoebe rushes over to them.

"Phoebe."

"Thank god you're all right."

"He's dead."

Prue and Phoebe look at each other.

-c-

Andy is examining the body on the floor. Prue and Phoebe stand on the side and wait. An officer walks forward and snaps a photo of the body.

"Tape found by the body?"

Everyone turns to look at Morris. Andy gets to his feet.

"Security… showing Prue exiting the vault putting the missing tiara in her briefcase."

Morris puts the video tape in an evidence bag.

"What? That can't be."

"I just saw it for myself."

Prue and Phoebe begin to debate forgetting everybody else.

"Somebody must have manipulated me into taking it."

"The same way someone manipulated me into being a witness against my own sister."

Morris doesn't understand anything.

"Any idea what they're talking about?"

"Not a clue."

"You were with Rex tonight, weren't you?"

"Yeah, Prue, but I don't think this is the time or place to get into that."

"No. I just meant that don't you find it a little coincidental that right when you guys start dating, all this is going on?"

"No, I do not. And besides, I thought you thought that Hannah was behind all this."

"I do."

Morris thinks it's time to interrupt them.

"Excuse us. Ladies, do you mind if we ask a few questions?"

"I already told you what happened, ok? I was working late, I heard a noise, and I came down here and found Jaime."

"You didn't know he had the tape?"

"No, of course not."

"And why exactly did you pick up the murder weapon again?"

"You think she killed him. Is that it, Andy?"

"Phoebe."

"No. I want to know how far he's gonna go with this. And none of this has anything to do with the fact that she dumped you, does it?"

"Stop it."

"Look, we got Prue standing over the dead body of the very security guard who last saw her with the tiara."

"With the missing security tape showing her taking it."

"And holding the murder weapon, which even you were there to witness. What are we supposed to think?"

"That I'm guilty as hell."

"You know she didn't do this."

"Then who did? Did you see anybody run past you on the way in here?"

"No."

"I'm sorry, Prue. Brian." Andy motions for Brian to join them.

"Yes?"

"You're under arrest for suspicion of murder." Brian cuffs Prue.

-c-

Paige, Phoebe and Piper walk down the hallway towards Rex's apartment.

"We should hire a lawyer."

"With what money?"

"I don't know, but we can't let her sit in jail all night."

Phoebe rings the doorbell.

"That's why we're here… to get Rex's help."

When there's no answer, Phoebe knocks on the door. Still there's no answer. Phoebe glances at Piper and reaches for the door knob.

"What are you doing?"

The door is unlocked and the apartment is completely empty. Phoebe's shocked.

"This is so weird."

"Are you sure this is the right place?"

Phoebe looks down and picks up her lipstick cover.

"This is my lipstick. I'm positive. He couldn't have moved out that fast. It must have been an illusion, all of it. Even my premonition."

"How is that possible?"

"Mind control... astral projection... throwing charms, who knows? Prue was right about Rex, which means I'm dating a warlock."

Piper can't help but smile.

"Been there, done that."

Phoebe and Paige look at Piper.

-c-

Prue paces the cell floor. The man in the next cell hangs in between the bars trying to get her attention. He makes kissy noises and calls out to her. "Ooh, baby." He makes more annoying kissy noises. Irritated, Prue turns around, squints her eyes and pushes him away from the bars. He flies up in the air, hits the wall and falls on the bunk bed on the other side of the room. Spooked, he clutches the pillow to him. Satisfied he's going to leave her alone, Prue continues her pacing.

-c-

Andy stares out the window. Morris walks up to him.

"Hey."

Andy turns around and sees it's Morris.

"Hey."

"You wanna talk?"

"I'm just running background checks on all the other employees at the auction house."

"That's not what I meant, Andy."

"'Andy'? You just called me by my first name. I wasn't even sure you knew it."

"I heard Prue say it."

Andy chuckles.

"She didn't do it, Morris."

"You keep saying that."

Andy sits down.

"It's too pat. It's too easy. The evidence just keeps falling in our laps."

Morris also sits down.

"Maybe her sister was right. Maybe your personal feelings are getting in the way."

"We've had that conversation, okay?"

"Okay. But you have to admit, you stopped seeing Prue for a reason. You thought she was hiding something from you. How do you know she wasn't hiding something like this?"

"A secret life of crime? I don't think so."

"You got a better explanation?"

Andy doesn't have one and sighs heavily. Morris stands up.

"You wanna book her into county jail?"

"No. Let's just keep her here for as long as we can, at least until the arraignment."

-c-

Piper rushes down the stairs. She's carrying the tiara. Paige stops her.

"Piper, what are you doing?"

"Getting rid of the evidence. They can't bust Prue for murder if they don't have a motive."

"Mouth, Leo's in the kitchen."

"Oh, he is? Really?"

"Focus... and think. The last thing we have to worry about is the legal system. We're up against a warlock now."

"Two, if Prue's right about Hannah."

"Exactly, which means we have to figure out what they want. It can't just be to frame Prue."

"Unless in doing so, somehow they think they can get her powers, which is what warlocks want."

"Which means they're trying to divide us so that we don't have the power of four to stop them."

"What are we gonna do?"

Phoebe comes into the room hearing Piper's question.

"We have no choice."

She grabs the tiara out of Piper's hands and opens the coat closet. Astral Rex sits on the couch and watches as Phoebe puts the tiara up on the top shelf inside the closet. She closes the closet door and walks back to Piper and Paige.

"Let's go."

Phoebe grabs Piper's hand.

"Go. Go where? Phoebe?"

Phoebe leads Piper and Paige out of the house.

"Piper, it's gonna be all right."

-c-

Phoebe leads her sisters through the alleyway to the back door of the police building.

"This is crazy."

"We have to get Prue out before Rex makes his move on us."

"But we can't break her out."

Phoebe tugs her arm and continues to head towards the back door.

"Yes, we can. We're witches. All you have to do is freeze the guards and then unlock Prue's cell."

"Me? What about you? Or Paige?"

"Somebody's gotta stay out here in case something goes wrong and you can take Paige with you. Ready? On three."

"No, Phoebe."

"Three."

Phoebe opens the back door. The guard inside hears the noise and turns around. Piper waves her hands and freezes the guard. Piper and Paige walks into the station and hurries inside. Phoebe shuts the door.

"Totally cool power. I hate you."

-c-

Piper and Paige reach the door to the jail block. The guards inside are frozen. Paige reaches in between the bars and removes the cell keys from the guard. Prue watches them.

"What are you doing?"

Paige finds the key and unlocks the block door. She walks past the guards and heads over to Prue's cell.

"Are you out of your mind?"

"Just so we're clear, this was Phoebe's idea."

Paige unlocks the cell door.

"What?"

"We think Rex is a warlock, and he's after our powers. Phoebe's waiting outside for you to rub her nose in it."

The cell door is wide open. Prue doesn't move.

"Well, come on, Prue, before they unfreeze."

"Guys, this isn't right."

"Well, neither is the gas chamber. Look, if we're lucky, we'll vanquish them and still get you back here by morning rounds."

Prue turns around and stuffs the pillows under the blankets on the bunk bed to make it look like she's still there.

"That's pretty lame."

"Oh, you got a better idea?"

"No."

"Let's go."

Prue runs out of the cell and shuts the door. They lock it again. Prue runs up to the guard to return the keys.

"Don't touch him, don't touch him. Don't!"

"Come on."

The girls run down the hallway to the exit door.

-c-

Phoebe leans against the building wall waiting for her sisters. The door opens. Prue, Paige and Piper run out of the building. Prue sees Phoebe and motions for her to hurry.

"Come on."

As they run down the alleyway, a camera flashes. They stop running. They turn and find Rex standing in front of them with a Polaroid camera in his hand. He waves the developing picture in front of them.

"Quite photogenic. Now I should think the police will find this very interesting, to say the least."

"Rex?"

"Wait. How did you know that we…"

"What, that you'd be here? Well, let's just say that I've been watching your every move. Yeah, without you knowing it, of course."

"You bastard."

"Don't get too angry, Prue. You really wouldn't want to injure me with your power. I'm the only chance you have. While you were conducting your little prison break, Hannah was retrieving the tiara from your home. You should have gotten rid of it while you had the chance. Personally, I actually thought that was an excellent idea."

Phoebe realizes how he spied on them.

"Astral projection."

"What do you want?"

"Your powers, of course. That's why I hired you in the first place, you know, to see if you really were the charmed ones. Then I waited to test your strength, see how best to make my move, and here we are."

"But why all the drama? Why didn't you just kill us and take our powers?"

"Don't give him any ideas."

"No, no, no. I have seen exactly what you can do when you've been confronted directly. That is why I opted for blackmail."

He reaches into the car and removes an old, rusty lantern.

"See, there is a special spell in the book of shadows that strips you of your powers forever, and this device will capture those powers."

He holds the rusty old lantern.

"Then you'll bring them to me."

"Go to hell."

"Yeah, I'd love to, darling. I miss it terribly. And this will help me return with honours. In return, I'll give you the photo and tell the police I simply misplaced the tiara. No theft, no motive for murder, no prison. You really don't have much time, just until the prison guards realize you've escaped."

Phoebe shakes her head.

"Well?"

He holds out the old, rusty lantern.

-c-

Piper reads from the Book of Shadows open on the coffee table in front of her.

"It's a Relinquishment Spell. If we read it aloud, it takes away all of our powers."

"Is there any way to reverse it?"

"I don't know. It doesn't say."

"Well, then I say we flip to another page and find a spell that kicks Rex's warlock ass."

"We can't."

"Why can't we?"

"Because for all we know, he's here right now watching us. And if we don't do exactly as he says, he'll tell the police I've escaped."

"But we can't give up our powers without a fight. It's like giving up who we are, who we've become."

"Who we've come from."

"Exactly. These powers are gifts, gifts that were given to us to protect and ultimately to pass on to the next generation."

"Don't you think that I know that? I mean, how do you think I feel, Phoebe? I'm the one who got us into this situation."

Paige comes over to hug Prue.

"Prue, it's not your fault."

"It's not."

"Yeah, but I'm the one that Rex tricked. I'm the reason why we're having this conversation."

"There has gotta be a way out of this."

"Like what, become fugitives? Something tells me that's not the best way to go about protecting the innocent."

"Yeah, well, we can't protect the innocent without our powers. And even worse, if we give them up, we'd be giving them up to evil."

"No, we can't let that happen."

"Well, we can't let you die in jail, either. Besides, with you behind bars, we'll be divided. Rex wins either way."

"I don't wanna have to do this."

"Neither do I, but we don't have a choice. All we can do is take the leap of faith and hope that somehow it all works out."

Unknown to the girls, Leo stands behind the wall listening in on their conversation. He steps away.

-c-

The girls hold hands around the Book of Shadows on the table. A couple of candles are lit on the table. The girls begin to chant one after the other.

"From whence they came, return them now, vanish the words, vanish our powers."

"From whence they came, return them now, vanish the words, vanish our powers."

"From whence they came, return them now, vanish the words, vanish our powers."

They look at Phoebe.

"Come on, Phoebe."

She doesn't want to do it, looks away and sighs.

"Okay. From whence they came, return them now, vanish the words, vanish our powers."

A strong wind blows in the attic. A white midst swirls around them. Bright white orb lights appear and swirl around the room. The letters and words in the Book of Shadows lift and rise out of the fluttering pages. The four bright white orb lights are pulled into the rusty old lantern. The winds die down. Phoebe flips through the Book of Shadows and finds that all the pages blank.

"Look."

"Well, it was fun while it lasted."

"Yup."

"Let's get this over with."

Prue reaches for the lantern and gets to her feet.

-c-

Rex and Hannah wait for the girls to arrive with their powers in the lantern.

"They're coming."

"Good."

Hannah kneels down on the floor and stretches out. She morphs into a black panther and growls.

"I love you, too, darling."

-c-

Andy is working at the computer. He types in a background search for 'Webster, Hannah'. The computer results show a black woman's photo on screen.

"Why, Hannah, you've changed."

He reads the information: BORN: 11/21/76, DIED: 08/20/98

"Dead. Died 8/20/98."

Andy types in a background check for 'Buckland, Rex'. The photo is of an older, balding white male. The information reads: BORN: 07/12/74, DIED: 08/20/98 Andy chuckles. He reaches for the phone and dials.

"Mr. Morris. Trudeau. Get your butt over here. I think I've figured out who framed Prue."

-c-

The elevator doors open. The girls step out of the elevator.

"Okay. I say as soon as we get the photo and the tiara back, we knock the lantern out of Rex's hands and stomp on it."

"What will that do?"

"I don't know. Free our powers? It's better than doing nothing."

"How do we know this isn't just a trap?"

"You don't, actually."

Rex walks towards them.

"Nevertheless, here you are… powerless, I presume."

"Where's Hannah?"

"Lurking. That's what she does best. The lantern, if you please."

Prue hands the lantern to Rex.

"It all feels a little anticlimactic, don't you think? Too easy, almost. It feels as if we need a more satisfying ending."

He walks away past them. Out of the office, Hannah, as a black panther, comes. She growls at them.

"Oh! Oh! Oh!"

The girls stare at Hannah.

-c-

Leo walks into the attic. He sets the tool kit down on the floor and walks over to the Book of Shadows. The pages are open and they're conspicuously blank. Leo looks down at the Book of Shadows. He holds his hands out, palms down over the Book of Shadows. He closes his eyes and his hands cast a soft golden glow. Magically, the words in the blank pages of the Book of Shadows appear form top

to bottom. The Book of Shadows is restored.

-c-

The bright white orb lights caught in the old, rusty lantern rise out and make their way back to the girls. Rex watches with disbelief.

"No."

Wispy strands of white lights swirl around them as the bright white orb lights make their way back to the charmed ones.

"Hannah, now! Quickly!"

Hannah growls and runs toward the girls. She jumps. Paige puts her hands protectively before her and her shield appears, making Hannah fall to the ground. Hannah gets ready to attack again while the girls are still confused but this time Piper uses her powers and freezes Hannah mid-leap.

"Oh! Wait! We have our powers back?"

"How?"

"I say it doesn't matter. But I think it's not safe standing under the claws of a panther as it is ready to attack."

"Paige is right, let's get outta here fast."

Phoebe, Prue, Piper and Paige run back to the elevator. They stop when Prue turns around to use her powers and push Rex into the spot they were standing. Time resumes. The black panther lands on top of Rex, her jaws clamped around Rex's neck. His neck snaps. The black panther morphs back into Hannah. She sees Rex on the floor in front of her. She backs away, mortified.

"Rex... no."

She glares at Prue.

"What have you done!"

Flames start to rise out from the floor slowly engulfing Hannah and Rex's dead body. Hannah appears frightened. "Wait. It wasn't my fault." The flames rise higher and higher. "I didn't fail! He did! No! Please! No!" Hannah and Rex disappear. The flames vanish leaving some black scorch marks behind on the floor in front of them.

"What the hell was that?"

"I think you just answered your own question."

"Okay. We gotta get me back to jail now. Let's go."

Prue runs for the elevator and presses the button.

-c-

Andy and Morris head for Prue's jail cell. They stop at the guard inside the cell block door.

"We're here to see Prue Halliwell."

The guard unlocks the door and lets them in.

"Thanks, Eric. Thanks a lot."

Eric also unlocks the door to Prue's cell. Andy and Morris walk inside.

"Prue?"

Andy looks down at the lumpy blanket. Andy glances back at Morris. Andy reaches out and pulls back the blanket and reveals Prue on the bed. She sits up.

"Andy, what is it? What's going on?"

"Just thought you'd like to know you're off the hook."

"Turns out you were right. Rex and Hannah were setting you up or whoever they were."

"I don't understand."

"Well, we think they killed two people, assumed their identities and took over the auction house. Then they bilked it dry and tried to cap it off with stealing the tiara."

"Which we found hidden in his office."

"Wow. Did you catch them?"

"Not yet. I don't suppose you have any idea what this was doing in his office, do you?"

Andy takes out the Polaroid of the sisters running out the back of the police station. Prue takes the picture from Andy.

"Quite photogenic."

"Isn't it?"

-c-

Piper flips through the Book of Shadows on the table in the centre of the attic.

"Spells, incantations, demon stuff,… it's all here. Everything just like before."

"Thank god."

"But how? I mean, we certainly didn't reverse the spell."

"Maybe we screwed it up."

Both Piper, Prue and Paige turn to look at Phoebe.

"What? It's not like it would be the first time."

"No. We didn't screw it up. Something or someone must have done it. It couldn't have happened on its own."

"Why not? It's magic."

They hear footsteps approach the attic, it's Leo.

"Knock knock."

"Leo."

"The front door was open. I hope it's all right. I left my tool box."

He points to the tool box just inside the attic. Piper walks over to him.

"That's funny. I don't remember that being there last night."

"Yeah, well, you know what Freud always said about leaving things."

"That you secretly wanted to come back for it."

"Guilty."

"Oh, don't use that word."

"Uh, it's a long story. Never mind."

Piper casts her sisters a sideways glance. Phoebe nudges Prue and Paige's shoulder with her own and motions that they should give her some privacy. They move themselves to the back of the attic. Piper looks at Leo.

"Leo, you're leaving, aren't you?"

"Yeah. Afraid so."

"Do you really have to go?"

"Well, I've fixed everything I came here to fix. But I'll be back. Promise." He leans forward and kisses her. "Nothing can keep me away from you too long." Leo backs away. He picks up his tool kit and heads for the attic door. He turns and gives Piper one last look before leaving.

"Mm, well, at least he wasn't a warlock."

Paige, Prue and Phoebe re-join Piper in front of the Book of Shadows. Prue leans down and flips through the Book looking for the Relinquishment Spell.

"Hey, you don't suppose Leo was the... uh, what are you doing?"

Prue rips out the Relinquishment Spell page out from the Book. She hands Piper the box of matches.

"Just getting rid of the Relinquishment Spell. However we got our powers back, I certainly don't want to risk losing them again."

"I second that."

"Third."

"And fourth."

"So, witches forever?"

"And damn proud of it."

Piper lights a match and sets the Spell page on fire. Prue, Piper, Phoebe and Paige watch it burn.

-c-

Leo steps down from the stairs and heads for the front door. He orbs out as the front door opens. The white orb lights exits the house through the open front door. The front door closes shut behind him.