"What the hell was that?" Scott asked regaining his senses.

"That was serious trouble." Leo answered though not looking up at the man that held them hostage.

Scott looked down at Phoebe. All the wires and machinery keeping her stable and alive. "I'm sorry." He whispered out.

"Save it." Leo said in anger. He knew Scott was not to blame for what happened but right then he didn't have anyone else to blame. His wife's baby sister was lying there fighting for her life every second. He had a right to be angry.

"Look man I didn't ask for something to possess me it just did." Scott snapped back. But now that I'm here I will get my brother out of here. And you're gonna help."

"I'm not leaving her." Leo snapped himself as he glared at Scott.

"You'll do as you're told or I pull the plug. I'm gonna get hit for shooting her anyway I may as well go all the way." He said with determination.

Leo saw the look in the man's eyes before him. And he knew then that he may not have been a violent person to the point he would have shot Phoebe in the first place. But now there was something there. A coldness that let Leo know he meant what he said.

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

Prue pushed Piper out of the way as the energy ball came right at them. Looking out from behind the crate she could see him walking towards them.

Prue looked at the demon walking towards them. How many times had they fought together to fight evil? And how many times had they fought each other? How many times had he caused her and Phoebe to fight because of her sisters' love for a demon?

Now she looked at him and could see the hate and evil inside of him. She could see then that what he spoke was the truth. Cole was dead. There was no sign of good in the figure before her. Then she remembered where he was supposed to have been. With Phoebe.

"Prue."

"Its true Piper I can see it in his eyes."

"What about Phoebe?" Piper asked as she watched Belthazor

"Once I take care of you two I will go back and finish her and your whitelighter." he answered for Prue

"So she's still alive?" Prue asked from behind the crate

"For now." He said throwing another ball at them only to have it deflected away by Prue.

"You can't win witches. With my human half gone I am stronger then you."

Prue and Piper moved carefully and quietly along the back wall. They had to get out of there. They knew that together alone they could not defeat him. They needed the potion and that was at the Manor.

"Piper call Leo. He can orb us out of here."

"No way Prue. Then Phoebe will be unprotected. Right now he can help her."

"Well have you got any other ideas?" Prue snapped

"Actually yes." Piper snapped back at Prue, her own anger about the shooting incident not forgotten as she stepped out from behind the boxes and froze Belthazor.

"Oh what you think that's gonna hold him very long?"

"It will if you move that beam there and bring down that already unstable floor on top of him. It may give us the time to get the hell out of here and to the hospital."

Prue looked where Piper was looking and moved the beam with her power causing the floor to collapse on top of the frozen figure of their enemy. For that was what he was now. The enemy.

"Ok lets get to the hospital and get Phoebe out of there." Piper started towards the car.

"You mean the Manor?" Prue ran after her her mind on one thing.

"No the hospital. Our sister is in there with a crazy demon and we have to get her out of there." Piper stopped and glared atPrue

"In case you haven't noticed Piper Belthazor is back and he wants to kill us." Prue explained

"I noticed that Prue. But are you going to be the one to tell Phoebe that we killed him without even talking to her first?"

Prue wanted to continue arguing with Piper but she knew that her sister was already mad at her for the whole shooting incident and didn't want to get her madder.

Piper stormed to her Jeep her anger at Prue ready to boil over. She waited for Prue to get in the Jeep before she started it up and she drove through the traffic to the hospital.

As he unfroze his rage could be heard throughout the building. He knew where they were going but he also knew that they needed one thing to kill him and that he would get. As he shimmered out of the rubble and to the Manor.

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

Heading directly to the kitchen where he knew the potion was kept, he reached into the back of the fridge. Grasping his hands around the small vile with the pink potion safely inside his hand, he closed the door. Looking down on the small bottle and its contents. Amazing how something so small could create such result.

"I'll take that."

He spun around in surprise at the voice before him in the doorway. "I don't think so."

"You don't want to fight me human." Belthazor said as he stepped a little closer

"Maybe I do. But I know why you want this and I will not relinquish it so easily." he replied back subconsciously tightening his grip on the bottle

"Then you will die." He said as he threw an energy ball at the man before him.

Though what happened next took the demon by surprise, as the man that had been before him disappeared in a sea of white and blue lights.

His bellows shock the Manor as he shimmered out. Getting away to form a new plan.

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

Piper pulled the Jeep up at the hospital that had police and special units all over the place. As she exited the vehicle she went in search of anyone that could tell her what was going on.

"Piper?"

"Darryl. What's going on?"

"The two from the bank are here after their brother. Leo was out for a bit looking for a doctor."

"We know Darryl. Where's Phoebe?" Prue said as she gave him a sympathtic look, knowing he didnt want to know about the demon end of the problem

"As far as we can tell she is still in there. Some of the staff were able to get some of the patients out. But they went right for the ICU."

"As long as Leo is with Phoebe she'll be ok." Piper said quietly as she looked at the building before her

Darryl looked down at the woman beside him and the first thing he noticed was the missing presence of the oldest. Until he spotted her talking to another officer.

"So what took you guys so long?" Darryl asked in a hushed tone.

"We had to take care of some trouble at the West End of town." Piper said not getting into any details. "What are you planning here."

"Well from what Leo told us they are in the ICU ward. And there are just the two of them." Darryl explained. "Two guys are going to go in and get this all over with."

"Darryl they can't, its too dangerous."

"We don't have a choice Piper. It's already been five hours. They haven't called or demanded anything. Just the doctor that went in with Leo."

Piper looked up to the hospital and over to Prue who was keeping her distance. She saw her oldest sister leaning against a police car starring at the hospital windows on the third floor. She knew that they should be together yet she didn't know how to get over what Prue had done. What if Phoebe had died? Or still did? Could she go on knowing that it was Prues pride that once again got in her way of the real truth before her.

She saw the commotion of the police officers getting into position as they prepared to move into the hospital. They only had two hostages. Phoebe and Leo. Maybe they thought it would be worth the risk.

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

Leo looked on at Phoebe as the machinery beeped in the room. What would happen to the Power of three if she died? What would happen to the sisters if she did?

"Hang in there Phoebe. Your sisters need you."

"Lets go cutie boy. We need you to deliver a message." Scott said pulling Leo from the chair by Phoebes bad.

Leo went, though reluctant to leave Phoebe alone with them. "If anything happens to her."

"What? You gonna do something about it."

"No. But her sisters might. If you thought that demon was something to be afraid of. You have not seen her sisters when someone hurts her."

----

Leo stepped outside of the hospital as he had before. He was rushed away from the building as more officers moved in.

"Leo."

"Piper. What are you doing here?"

Piper wrapped her arms around her husband as a tear ran down her cheek.

"How's Phoebe?"

"Stable." He said as he held her in his arms. "I have to get back."

"Sorry man you're not going back. We're moving in."

"What? You can't, he'll kill her if I don't go back in there."

"Sorry Leo. I care about her too. But the action is already in motion." Darryl explained as he saw the officers moving into place.

Leo looked at Piper and saw Prue in the distance looking at him. "Piper Cole is dead."

"We know. We ran into Belthazor at the building where the demons were."

"What happened?"

"Cole told us about Selbrem and his followers. Cole was to take out Selbrem and we were taking care of the followers."

"He did. But as he threw his energy ball at Selbrem the human host shot him. I tried to save him but I couldn't. It was too late."

"So it was all for nothing. He vanquished Selbrem but lost his life."

"He lost his life saving Phoebes. Selbrem had the gun aimed at her. To keep Cole in line. No one expected him to step in front of that bullet."

"So he died saving his true love." Piper said quietly as she felt a tear building behind her eyes

"Yeah."

Piper rested her head on Leo's chest. "How are we going to tell her Leo? How are we going to tell her that the love of her life is dead and the demon that was inside of him is bent on the destruction of the Charmed Ones?" Piper asked as a new worry took her heart.