"Phoebe!" Prue shouted as Phoebe finally descended the stairs in a rush.

            Stunned to both hear and see her big sister, Phoebe froze in the midst of the whirlwind and whispered, "Prue…"

            "Dammit, Phoebe, behind you!" Prue shouted as she shoved her sister out of the way and waved her arm to fling a side chair at Shax.

            Phoebe scrambled to her feet.  "Prue, Piper, get the doctor out of here!"  Without waiting for a response, she leapt at Shax.  As she did, she shouted above the storm,

"Evil wind that blows,

That which forms below,

No longer may you dwell,

Death takes you with this spell."

Shax staggered back but, with a wave of his arm and a blast of energy, he let out a roar and still sent Phoebe flying through the air. 

Phoebe crashed through the banister and, after hitting the wall, landed in a heap in the middle of the staircase.

"Phoebe!" Prue screamed as she started for her sister's side.

Leo immediately orbed to Phoebe's side and gasped at the sight of the piece of railing that was protruding from her stomach.  She moaned in pain as he tried to pull out the wooden stake.  "No," she weakly protested, "them first."

"What do you me--" Leo began to ask when Shax suddenly attacked Prue.  Leo looked just in time to see Piper and the doctor each attacked in quick succession.  "Piper!"

An energy ball hit Shax from behind and he turned to find Cole, battered and bruised, rapidly firing at him.  Shax glanced back at his victims and ignored Cole's efforts by vanishing in a whirlwind.

"Phoebe!" Cole shouted when he looked up and saw Leo kneeling by Phoebe's side.

"Save her," Phoebe begged, "them….save them."

"Phoebe, I…" Leo tried to at least heal her head wound but Phoebe shook her head in resistance.

"Please," she whispered.  "Don't…"

Leo stared deeply into her eyes and promised, "I'll be right back."  He orbed from her side to the still figures of his wife and sister-in-law.  He frowned in concentration as he lay one hand over each and began to heal them.

Cole, meanwhile, had shimmered to Phoebe's side just as Leo orbed away.  He crouched down and stared at her in shock as he took in her injuries.  She was bleeding from a long gash on her forehead and her eyes were closed.  And, the wooden stake notwithstanding, she was crumpled in an odd, unnatural, position.  He was no doctor but even he knew it wasn't good.  "Phoebe," he whispered as he hesitantly brushed some hair away from her head wound.

Phoebe moaned softly and slowly opened her eyes.  "Cole," she whispered with an attempt to smile.

"Leo!" Cole shouted as he sank down next to Phoebe.

"C'mon," Leo encouraged the sisters as he bent over them, "you can do it."  He tried to forget the ominous tone of Cole's shout.

"I love you," Phoebe weakly told Cole, "always will…Believe in you…Don't ever forget."

"I won't," Cole promised as he shook his head and quickly gathered Phoebe in his arms.  "Leo!" he angrily yelled.  "We're running out of time!"

"Can't move," Phoebe whispered, "can't feel…must be…paralyzed…things…getting fuzzy."

"Stay with me," Cole quietly pleaded as he pressed his hand over her heart to assure himself of its beating.

"Always," she whispered with as much of a smile as she could manage.

"Dammit, that's not what I mean," Cole choked, "and you know it."

"I know," Phoebe weakly agreed, "but it's okay."

"How can you say that?" Cole asked, frustrated, as he adjusted her position and held her tighter.

"Sorry," Phoebe told him in a hushed tone.

"For what?" he asked before he yelled again, "LEO!"

"I'm trying," Leo muttered as his hands continued to glow over his charges.

"Wasn't as…supportive…as I…should've been," Phoebe struggled to say.  "But I…" Phoebe's voice faded out as she closed her eyes.

"You, what?" Cole repeated as he lightly shook her.  "Phoebe, stay with me.  You, what?"

After a moment, Phoebe slowly opened her eyes.  "The spell….I…saved us…Baby, we're…safe…free."

"I don't understand," Cole admitted as she softly moaned.  "Don't die on me, Phoebe.  Stay with me…Just a little bit longer.  Leo will be right here.  You'll be fine.  Just hang on.  Stay with me," Cole rambled in an uncharacteristically scared tone.

"I will," Phoebe whispered with a slight smile, "I'll wait…for you…promise."

"No," Cole begged.  "Fight it, Phoebe…You can do it.  Just a little bit longer."  He watched helplessly as her eyelids closed.  "Phoebe, please…"

"Drezdor," Phoebe whispered with a grimace of pain.

Confused, Cole asked, "What about him?"

"He's the…the one…" Phoebe's voice kept fading as she opened her eyes.  It was harder to focus.  "Killed me."

"No, honey," Cole corrected her, "Drezdor's somewhere across the globe on some secret quest of his.  Shax did this."

"Drezdor," she weakly insisted.

Cole had no idea what she was talking about but he still trusted her.  With his life.  And so, he promised, "I'll get him for you, Phoebe.  I swear."

Phoebe tried to nod but didn't have the energy.  Her eyes fell shut and she murmured something unintelligible, unsure herself of what she had meant to say.  She desperately tried to concentrate because she wanted Cole to know the truth.  That she changed history.  She still died but Prue was alive and the Charmed Ones still existed.  "Paige," she whispered.

"What, Phoebe?"  Cole could barely hear her now.  "Phoebe, stay with me….LEO!!"

"Another minute!" Leo anxiously yelled back as both sisters finally began to stir.

"Finish them later," Cole demanded.  "Phoebe needs you now!"  He focused again on Phoebe and told her, "Phoebe, they'll be all right.  Your sisters.  They'll be fine.  They need you.  Hang on.  Leo's almost here."

Phoebe struggled to open her eyes.  Her eyelids fluttered as she whispered, "Please."

"What?" Cole asked.  "Anything, Phoebe.  What?"

Tears streamed down her cheeks and she could barely form the words, "Kiss me…."

Cole didn't bother to wipe away the tears that were brimming in his eyes.  He knew Leo wouldn't be in time.  As he supported Phoebe against him with one arm, he caressed her face with his other hand.  "I love you, Phoebe," he told her in a choked voice.  "Thank you for making me feel alive.  Thank you for loving me," he whispered as he bent his head and kissed her tenderly on the lips. 

Cole felt it happen.  He knew the exact moment when Phoebe had slipped away. He pressed his lips harder against hers and shook as he held her.  He slowly pulled away and gently wiped away some of her remaining tears.  Or were they his? He stared lovingly at her still face and ignored the noises he now heard from the other room.

"Phoebe?" Piper faintly called.

Cole stiffened but still held Phoebe's body in his arms and didn't immediately look away from her.  Slowly, he turned his head and watched as Leo approached with the unsteady sisters.  Leo started to dart up the stairs but Cole stopped him with a quiet, "It's too late."

            Piper turned to Leo, "What's he mean?"

            "No," Prue shakily whispered as Cole's words sank in.

            "I'm so sorry," Leo apologized as he hung his head.  "She wouldn't let me touch her.  She wanted me to save you both first."

            "Leo!" Piper shouted as she grabbed at Leo's shirt and shoved him.  "Do something!"

            "He can't," Prue told her sister as she stared at Cole holding her other sister.  Her baby sister.

            "Leo!" Piper's pleaded as Leo wrapped his arms around her.  "Please!"

            "Leo can't heal the dead!" Cole shouted to all of them in annoyance.  But he quickly looked down at Phoebe and caressed her face as he repeated in a whisper, "He can't heal the dead."

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