Summary: Prudence must save Kayla from becoming evil. Will she do it? Or will it just kill them all.

It's a week after Piper and Paige's death. They have already had the funeral. It is the same as Prue's except with 2 caskets instead of one. It is also close to Kayla's birthday.

"Aunt Phoebe!" Kayla is standing at her mirror. Eyes wide with awe.

"What is it?" She walks in to find Kayla and a mirror with a ring of ice in the center. "Oh my god! What did you do?"

"I don't know." She was just as shocked. "I was brushing my hair and this cat comes from nowhere and jumps up on my dresser and I jumped and shrieked, you know cause i was scared." Phoebe nodded. "Well anyways, when I did this swirl of blue lights came from my mouth and blew on the mirror and it turned to ice. I don't know what it was. The swirls looked kind of like the blue lights that Uncle Leo disappears in."

"Do you think you can do it again?" She was stunned.

"I don't know."

"Try, just do whatever it was that you did earlier."

"Ok, I'll try." She blew but nothing came out. "I can't."

"Try it again, but this time visualize blue swirls coming from your lips and hitting the mirror." Kayla looked a little reluncent. The fact was that this power scared her. "Just try, and, remember, visualize."

Kayla closed her eyes and pictured blue ice coming from her lips and imagined it hitting the mirror and forming into ice. When she had the picture in her mind, she opened her put her hand to her chin like she was going to blow something from her hand. She visualized it one more time and blew. Blue swirls of orbs gently blew onto the mirror and formed a patch of ice.

"I did it." She jumped up and down. "Did you see me? I did it." But no one was in the room. No ice on the mirror. No one but her. All alone. She hated it. She knew that she was all alone and she somehow knew this is how it was going to be from now on. She started to cry. Then from behind her a black shadow appeared. She turned around to see it. She was going to scream before it said You see no one cares about you and since they don't, you're mine. It grabbed for her as she screamed.

Kayla woke with a start. She was in her bed. Her black her was messy from tossing in her sleep. She had dark circles under her eyes which made her look dead on her pale skin. It was all a dream. Yet she was, all alone. Alone, she thought to herself. She hated that word. She wanted it to end. All of a sudden...

______________________________________________________________________________

"Oh my god!" Phoebe jumped from her bed and ran with Prudence to the doorway of her closet. It was an earthquake and Prudence had come to her room because she was having nightmares of the demon from the attic. Wyatt was gone for the night with his dad, training to become a whitelighter, and Kayla was tired of hearing her screaming.

"Aunt Phoebe!" she heard Kayla yell. Yet she was almost 14 she still had a tendency to be scared of earthquakes and hated to be alone.

"Prudence," she turned to Prudence. "Can you be a big girl and stay here. Don't move from this spot understand me?" Prudence nodded.

"Aunt Phoebe!"

"I'm coming sweetie. Don't worry." She tried to balance herself against the walls as she ran towards Kayla's room.

"Kayla!" she screamed as Kayla was floating in orbs about a foot above from the bed.

"Aunt Phoebe, help me. I can't get down."

Phoebe grabbed Kayla by the legs and pulled her down. As she did the earthquake stopped.

"What happened, Kayla?"

"I don't know. I had this dream that this shadow was about to attack me or something. Then I woke up and then I saw in my mirror the shadow again and I started screaming and the earthquake started and I got scared so I as I was going to jump up and run but when I started to I just started floating."

Phoebe wasn't all concerned with Kayla's new power but with the mention of a black shadow and the earthquake. "Did you say a shadow?"

"Yea, he, er, it was in my dream and then in my room. Why?"

"Stay here. I'm gonna go check out the basement."

Kayla jumped off her bed and in front of her worried aunt. "Why?"

"There's something I need to see."

She tried to leave but Kayla wouldn't let her, knowing there was something that her Aunt Phoebe wasn't telling her. "Can I come?"

"No, why don't you just go back to sleep."

"But I don't want to."

"Fine, you can come but it's gonna be boring." She was trying to keep her from going but unfortunately Kayla inherited the Halliwell stubborn gene but Phoebe had it too and seeing how Kayla wasn't going to back down she recited a spell to keep Kayla from searching for things that she didn't want her to search for.

"Spirits guild me with faith and magick,

Keep young Kayla from searching for trouble.

Just in case her stubborn breaks this spell,

Make it strong times double."

White swirls of light surrounded Kayla and floated her back to bed. It lay her down in her bed and just as she was going to protest gold dust sprinkled on her face and she drifted into a deep slumber.

Phoebe walked out the room, knowing that this was going to come back at her one day but she needed to check out the basement and knew that Kayla would just put both of them in danger.

______________________________________________________________________________

Prudence watched her Aunt Phoebe walk down the stairs and she rushed into her room. She frantically tried to wake up but nothing seemed to work.

She ran down to see what Aunt Phoebe was doing. She saw her standing in the basement talking to herself. Prudence thought she just saw a black shadow but she couldn't have. Then she thought she heard a deep voice but she couldn't make out what he was saying, but she had a feeling she didn't want to find out when she heard her Aunt Phoebe say "No I can't." "Please don't make me." She heard the voice say something that almost scared the orbs out of her. "You will, I've done it once and I will do it again."

Prudence knew this wasn't good. She ran up the stairs and started shaking Kayla, the spell might have countered Kayla stubbornness but it wasn't strong enough to counter Prudence's, finally Kayla woke up.

"What's wrong Prudence. I'm sleeping."

"There's something in the basement and it's doing something to Aunt Phoebe."

"It was probably just your imagination."

"Can you go check?" Her pleading eyes reminded her of her Aunt Piper's when she was upset. She knew something was wrong. "Please?" Prudence begged one last time

"Fine I'll go check. Just to show you nothing is there." She didn't know about that though. Her Aunt Piper always forbid her and Wyatt to go down there but she didn't know why.

Kayla grabbed a ponytail from her dresser and up her long black hair in a messy ponytail and followed Prudence downstairs.

Before they could get to the basement they saw their Aunt Phoebe come out. She looked upset, yet calm. It scared Kayla.

"Kayla, can you check something down in the basement while I do something with Prudence?"

"Umm... sure, what do you need?"

"Can you just go and see if you see any holes in the floor?"

"Uh, ok."

Phoebe turned to Prudence and pushed her out the kitchen while she followed Kayla halfway down the stairs.

When Kayla reached the bottom she saw that Aunt Phoebe had disappeared. She was all alone. Alone. The thing she hated most of all.

"I've been waiting for you, Kayla." A deep voice said from behind. She turned and met with a black shadow. Her eyes widen. It was the thing from her dream. "No one cares about you so now, you're mine." Kayla let out a scream before it took her over. She felt an evil presense inside of her. She knew she wasn't supposed to but she liked it. It made her feel dangerous. Powerful.

"What do you need from me."

"I need Wyatt."

"Of course, anything for you." She heard her Uncle Leo and cousin Wyatt. She walked up the stairs.

"Kayla, what are you doing down in the basement? You knew Piper forbid you to call down there."

Typical, Uncle Leo. she thought. Never taking my side he will pay but that can wait till later.

"Well Aunt Piper isn't here anymore, is she?" She saw the hurt in his eyes. She didn't care. She was tired of putting others before herself. That wasn't going to happen anymore. She felt invincible. She felt... She felt... evil.

______________________________________________________________________________

Prudence had heard a scream come from the basement. "What happened, Aunt Phoebe?"

"Nothing, she probably just tripped." Her voice was cold with no care or love in it. It sent chills all the way down to her feet.

"Is Wyatt home yet?"

"How should I know? Go check."

She felt like she was going to cry. Aunt Phoebe had never been so cold to her. She got up from off the sofa and walked towards the stairs and as she did she realized that the house was darker and droopy, bringing her spirits down. She started to walk up the stairs and as she got closer to her room she sensed something wasn't right. She looked in and saw Kayla sitting on her bed. She was dressed up in a tight, low-cut black blouse and some tight black leather pants that showed her curves. She had her sheen black hair pinned up in a bun with some wavy pieces falling down her face. To complete the look she had on some black ankle boots with thin heels. She was wearing make-up, which she only did on special occasions and when she wanted to impress a boy at school but today was Saturday so she didn't know why she looked like this. She looked dangerous. Then she realized Kayla knew she was staring at her.

"What? You never seen anyone look this good before?" She put on her Aunt Piper's pendant. Prudence noticed this.

"Hey! That's mom's pendant."

"So, what's she gonna do about it? It's not like she's here anymore and what are you going to do about it? You can't hurt me." She leaned down to meet Prudence in the eyes. "I would kill you before you lay a finger on me. Got it? Try anything and you will be sorry you were even born." She stood up taller and gave Prudence one more dangerous look before walking out the room.

She started crying. She didn't care about Kayla threatening her but she hated to hear it from anyone that her mother was gone. She knew it was true but it still struck a pain in her stomach to her it come from someone else's mouth, especially Kayla's. She leaned against the wall and pressed her knees against her chest and started to cry softer. She stopped when she noticed an arm was wrapped around her shoulders. She looked up to meet her dad's warm eyes.

"What's wrong, sweetie?" All she could do was look at him. "Was it Kayla?" Prudence nodded. "What did she do to you? Did she hurt you?"

"No, she told me that if I tried to stop her that she would kill me."

"Stop her from what?" She could see the concern in his eyes.

"I don't know. She was wearing mom's pendant."

He didn't know what to say at that point. He wasn't very good at this stuff. Piper always used to handle this. "It will be ok. Don't worry it will."

Right outside Phoebe was standing, listening to the conversation. If only you knew. she thought. If only you knew.

______________________________________________________________________________

Wyatt was sitting in the attic. It was where he came after a night of training to relax. Sometimes his mom would bring him up a cup of milk or tea. He always pretended that he didn't care for the little things she did for him. The fact was it was going to be the little things that she did for him that he was going to miss. She always went out of her way to make sure her children were taken care of and protected. What was he going to do without her. It was going to be up to him to take care of Prudence and Kayla when his father and Aunt Phoebe weren't here. How was he supposed to do that? He knew with the Power of Three gone that demons would take advantage of the Power of One and attack more often. What if the Underworld started to reorganize again. Only the Power of Three could stop that from happening. Now what? What if they attack Prudence or Kayla even? They were so new to the stuff and didn't even know what their powers were. Prudence doesn't even know how to orb, he thought. Kayla doesn't even know what her power is as far as I know and what if it wasn't active? She could be seriously hurt if she didn't know how to defend herself. He decided to talk it over with his dad and continued looking through the Book of Shadows when Prudence came in her eyes puffy and red with his dad not to far behind.

"Can you look after her for a little while? The Elders are calling and it sounds urgent."

"Yea, sure, whatever."

"Thanks." He kissed Prudence on the cheek and orbed out.

He looked at Prudence who was still dressed in her pink Winnie the pooh pjs at noon. She, all of a sudden, blurted out "Can you teach me how to orb?"

"Um, sure." He got up and asked "What have you been doing so far."

"This." She threw her arms over her head, closed her eyes, and jumped. "See it won't work."

He was about to laugh but knew she wasn't in the mood. "Well for one thing what you just di has nothing to do with orbing."

"Oh, Kayla said that too." Prudence hung her head then looked back at him. "What do I have to do?"

"Well just visualize the yourself doing it. Close your eyes and imagine blue swirls of light going around you. Feel the power surging through you." He was doing this as he talked and orbed out then back in. She was shocked. "see nothing to it."

"Ok, I'll try." She closed her eyes and imagined blue lights surrounding her and she fel the power running through her. All of a sudden she orbed out then in. "Hey, did you see me? I did it! I really did it!" She was smiling from ear to ear. She closed her eyes and did it again but instead of orbing back in her same spot and orbed to the corner. "Cool." She looked at Wyatt who was smiling. "Did you see me? That was too cool."

All of a sudden the attic door banged open. Kayla stood there with a mischievous smile on her face. "Hello cous." She looked at Wyatt then looked at Prudence. "Don't forget what I said." She gave her a look that said '' Get out of here before I break you in half." Prudence ran out the run. Kayla turned and closed the door.

"Kayla, what are you doing and why are you dressed like that?" He looked her up and down.

"Like what you see? Well keep your tongue in her mouth, I'm not like that. I need your help."

"With what?"

"I need you to come with me."

"Where?'' This wasn't like her, he thought. She was at least not so secretive.

She grabbed him by the arm. "To the basement." Then they vanished in a puff of black smoke.

______________________________________________________________________________

"What are you doing?" They were in the basement.

"I got him for you."

"Kayla, who are you talking to?" Then he saw a black shadow appear.

"Oh my god." He looked at the black shadow. "It's you. You're what mom warned me about." He turned to run but realized that Kayla still had a grip on his arm. "Kayla, what are you doing? Let me I go."

"I'm sorry I can't do that."

"Why? It's me your cousin." He finally got out of her grip and started running up the stairs but in a puff of black smoke his Aunt Phoebe appeared in front of him.

"I'm sorry, sweetie, I can't let you go."

"What's wrong with all of you? Why is he here?"

"I've come back." The shadow said in a deep voice.

Wyatt turned. "Back for what?"

"For the house." He turned to run but Phoebe grabbed him and threw him down the stairs. He hit his head hard then everything just went black.

______________________________________________________________________________

Wyatt woke up in his bed. He opened his eyes and saw Prudence and his dad.

"What happened?"

"You're lucky I got there in time."

"Why? What happened?"

"Phoebe knocked you down the stairs and you blacked out. The Woogy Man was going to take you like it did to Phoebe and Kayla but luckily I got there in time and orbed you out."

"Why does it want me?"

"Because if it gets you Kayla, and Phoebe, it gets 3 of the most powerful witches in the world. If it does that it would be able to take over the house and the power of the nexus would switch in favor of evil and you never know what will happen after that."

"Why can't it get Prudence?" He rubbed his head. He felt no pain.

"She wasn't born in the house so she is automatically on the good side but since you, Kayla, and Phoebe were born in the house so you all can be swayed either way."

"How do we get rid of it."

"There's a spell in the Book of Shadows. Phoebe defeated it once before but the spell only contained it. So that means it can come back anytime."

"So all I have to do is read a simple spell and it will go away."

"Yep." No one had noticed that Prudence had left. She headed towards the attic. When she got there. Kayla appeared in front of her.

"Going somewhere?" Kayla had a frown on her face that said "Don't mess with me."

Prudence got scared and orbed out and into the attic. She looked in the book until she found the spell. She read it carefully and memorized it. Kayla burst through the door. "You can run but you can't hide from me Prudence." In her hand a knife appeared in a puff of smoke.

Prudence screamed and orbed out, leaving Kayla to search once more.

She orbed into the kitchen and looked down in the basement. She looked down in the basement. She saw a black shadow down there and started to back away.

"You can do it." She heard a voice say. She recognized it. It was her mother. She knew what she had to do. Her mother had faith in her and she now had faith in herself.

She sucked in a breath and went into the basement. She saw the Woogy Man.

"Hello, Prudence" She got scared.

"You remind me so much of your mother. She was just as weak and pathetic as you. I can tell you are just like her." She fumed with anger. He could insult her but made it personal when he insulted her mother.

She started the spell.

"I am light,

I am one too strong to fight."

Kayla appeared in front of her. "What are you doing?"

"Return to dark where shadows dwell,"

"What are you doing? Get out!"

"You cannot have this Halliwell."

Prudence stopped for a moment. "I'm saving your sorry butt." She continued.

"Go away and leave my sight,

And take with you this endless night."

The Woogy Man was still there but only parts. Kayla looked at her cousin with newfound respect. She walked over to her and took her hand. They both started with the spell.

"I am light,

I am one too strong to fight.

Return to dark where shadows dwell,

You cannot have this Halliwell."

The Woogy Man started disappearing. "What are you doing, Kayla?"

"Go away and leave my sight,

And take with you this endless night."

The Woogy Man started disappearing and screaming as it is sucked back into the earth only to appear when the next earthquake rocks the house.

"Prudence, are you ok?" Kayla turned to her cousin. "I'm so sorry." She hugged her.

"It's ok. I knew it wasn't you."

"You gotta admit though, these clothes look pretty good on me."

"Yeah, but it isn't you." They giggled and hugged once more.

Leo, Phoebe, and Wyatt stood at the doorway of the basement. Smiling. The only thing that they were thinking was that they were so proud. They were growing up so fast. If only Piper and Paige were here to see this, Phoebe thought to herself. They would be so proud.