INT. MANOR - LIVING ROOM - NIGHT. The blank figure of Piper lies motionless on the couch.

Phoebe timidly reaches out a hand to touch Piper, but a powerful force emanates from her sister, blasting Phoebe backwards. Paige comes downstairs carrying the Book of Shadows.

        PHOEBE
        Uhh!

Paige orb into the living room with the Book of Shadows open to the page looking excited.

        PAIGE
        Okay, I found the demon in the book. It's called the Shadow and it's
        a powerful being that relies upon energy from powerful spirits and
        ghosts to survive and what are you doing on the floor?

        PHOEBE (standing up)
        Ow! Ohh, bruising my ass. What were you saying?

        PAIGE
        The demon that Barbas summoned. It's called the Shadow, and
        according to the book, it's using the energy from the matriarchs to
        survive.

        PHOEBE
        Then won't the energy die out?

        PAIGE
        Eventually, but when the Shadow was born, it was infused with the
        single spirit of one powerful wizard and that lasted him for three
        hundred years, so I'm thinking all of the matriarchs' spirits are
        enough to set him off for a good million or so.

        PHOEBE
        Are you just telling me in a more detailed way that we're screwed?

        PAIGE
        Basically, yeah.

        PHOEBE
        Did you tell Leo about Piper?

        PAIGE
        No! Of course not.

        PHOEBE
        W-wait a minute, you didn't tell Leo?

        PAIGE
        Phoebe, I couldn't. Leo's lost so much. His own son faded away in
        his arms, and now we're supposed to tell him that the love of his
        life is possibly dead, too? Forget it.

        PHOEBE
        Well, how are we supposed to hide this from him?

        PAIGE
        We just don't tell him about Piper.

As if on cue, they hear footsteps coming down the stairs. Phoebe turns frantically to Paige.

        PHOEBE
        Orb her out of here. Go!

Paige grabs the motionless figure of Piper and orbs out of the living room just as Leo comes down the stairs. He sees the tail ends of the orbs.

        LEO (talking about Paige)
        Where's she going?

        PHOEBE
        Uh ... to the bathroom. It was a really emergency. I mean, when
        you gotta go, you gotta go, right?

Leo makes a face but quickly changes the subject as he notices someone's missing.

        LEO
        Where's Piper?

        PHOEBE
        Oh, she accidentally ghosted into the basement. You know, lack of
        control over her powers.

        LEO
        I'll get her.

        PHOEBE
        No! No, no, no. You just stay here and look through the Book of
        Shadows. I-I mean ... you're not a Whitelighter anymore. What if
        you trip and fall down the stairs. Hmm! Did you ever think of that?

She quickly rushes out of the living room leaving a confused Leo. Leo glances at the page open on the Book of Shadows. The Shadow. He frowns, worried, as he sees and reads it.

INT. MANOR - DINING ROOM - NIGHT. Paige is laying Piper down under the table. Phoebe comes rushing in.

        PHOEBE
        Plan! Okay, we need a plan.

        PAIGE
        What's wrong?

        PHOEBE
        Um ... I'm supposed to be bringing back Piper into the living room.

        PAIGE
        Oh, well, whoops! We can't. She's kind of in a little trance right now.

        PHOEBE
        No, Paige, you don't understand. Leo expects that I'm bringing
        Piper up from the basement in a few seconds.

        PAIGE
        Okay, I missed the part where this plan was actually an intelligent
        one?

        PHOEBE
        Well, I didn't know what else to stay. I was on the spot. Wait a
        minute. You're a Whitelighter. You can glamour into Piper!

        PAIGE
        What? No! No way. The only time I ever did that was two years
        ago, and I was possessed!

        PHOEBE
        Just glamour into her, we'll grab the book, and head back in here. We'll tell Leo to go get the satyrite crystals or something.
        That way, it'll buy us some more time to think up-

        PAIGE
        Another stupid plan?

        PHOEBE
        Exactly.

        LEO (thinks he's talking to Phoebe and Piper in the attic)
        Phoebe? Piper? Is everything okay down there?

        PHOEBE (to Paige)
        Hurry!

INT. MANOR - BASEMENT - NIGHT. Phoebe and "Piper" orb in.

        PHOEBE
        Uh, yeah! Yeah, we're fine!

        LEO (v.o.)
        What about Piper? Is she okay?

There's a moment of silence. Phoebe frantically taps "Piper's" shoulder.

        PHOEBE
        Say something!

        PAIGE (as Piper)
        Uh, yeah ... sweetie, every thing's fine!

INT. MANOR - KITCHEN - NIGHT. Phoebe and "Piper" come up the stairs only to be greeted by Leo.

        LEO
        Everything okay?

        PHOEBE
        Yeah! Yeah, we're fine. So Leo, why don't you go upstairs and get
        the satyrite crystals and we'll get started on the book.

        LEO
        But the book says The Shadow is a powerful being. What makes
        you think the crystals will work?

        PHOEBE
        I don't! But it never hurts to try. Go! Hurry! The quicker we get this
        guy's ass nailed down, the better.

        LEO
        All right.
        (to "Piper")
        You okay?

        PAIGE (as Piper)
        Me? Oh, yeah. Just peachy.

        LEO
        Okay.

He gives who "Piper" a peck on the cheek and as he turns around and heads back upstairs, "Piper" makes a face. As soon as he's gone, "Piper" glamours back into Paige.

        PAIGE (to Phoebe)
        Don't tell Piper about this, okay?

INT. UNDERWORLD - CAVE. Hylan is unconscious. The Shadow floats over him while Barbas watches.

        BARBAS
        What are you going to do with him?

        THE SHADOW
        How powerful is this demon?

        BARBAS
        His basic powers aren't very strong. A lower level demon, I believe.
        He was helpful as my assistant, but has been useless otherwise.

        THE SHADOW
        Then we require no use in him.

There's a flash of light and smoke, and when the smoke clears, there is nothing but a wisp of smoke coming from where Hylan was. A dark black essence rises up from where Hylan was.

The Shadow sucks it in and the red evil eyes glow brighter.

        BARBAS
        Feels good to be back and feared, doesn't it, my lord?

        THE SHADOW
        Oh, it does indeed. But I'll feel better when those witches are dead.
        I've struck one of them, but it's only a temporary solution.

        BARBAS
        Is she dead?

        THE SHADOW
        Oh, no, she isn't dead. I've put a body bind on her. A powerful spell
        that freezes her in her place, which also freezes the Power of Three
        in place, making them vulnerable.

        BARBAS
        I see why you are revered as a demon.

        THE SHADOW
        Tell me, Barbas, where might these three wiccan sisters live?

INT. MANOR - DINING ROOM - NIGHT. Paige and Phoebe are holding hands, chanting a spell.

        PAIGE and PHOEBE (chanting)
        We call upon the Halliwell line,
        weave our spell through our sister's mind.
        Awaken this witch from her slumber so deep,
        and with this spell, rise from her sleep.

Nothing happens. Piper remains motionless on the ground. Phoebe lets out a sigh of exasperation.

        PHOEBE
        Maybe it didn't work because the rest of the Halliwells aren't exactly
        resting in peace, now are they?

        PAIGE
        No, Phoebe, it didn't work because there apparently is no reversal
        spell. The only person who can reverse this is the Shadow, and I
        don't think he's gonna do that so easily.

        LEO (o.s.)
        Paige? Phoebe, where are you?

        PHOEBE (frantic)
        Ooh! It's Leo! What do we do?

        PAIGE (chanting quickly)
        Closed and lock door,
        por favor!

Paige points at the open entryway where there is no door, and in a shimmer of magic, a door appears. It closes and locks itself. There's a bump from the other side.

        LEO (v.o.)
        Ow! Where the hell did this come from? Paige? Phoebe? What's
        going on?

        PAIGE (frantically)
        Freeze in time,
        freeze in place.
        Do not move,
        until this spell I erase.

There's a glimmer of magic in the air. Silence follows that. Paige walks over to the closed door and opens it, only to see a frozen Leo holding satyrite crystals.

        PHOEBE
        What the hell kind of spells were those?

        PAIGE
        Hey, it worked didn't it? The good thing is we don't have to worry
        about Leo finding out, right? Phoebe?

Paige turns and looks around only to see Phoebe lying motionless on the ground, right next to Piper ... and just like Piper. Her eyes wide open, just staring out.

        PAIGE
        Phoebe?

        THE SHADOW (v.o.)
        Forget it, witch.

Paige spins around and sees the Shadow floating in the dining room. She backs away from it.

        THE SHADOW
        Oh, it was so easy getting those two.

Paige grabs a knife on the dining room table and throws it at the Shadow but it passes right through him. The Shadow gives out an evil laugh.

        THE SHADOW
        And then there was one.

A stream of fire flies out from the black mist and heads right to Paige, as she stands there, shocked ...

FADE OUT

END OF ACT III