Phoebe stood in the doorway with a wide grin on her face.

"Oh Phoebe," Cole groaned, staring at her with a mixture of awe and horror. Phoebe smirked, ignoring Cole for the moment.

"Oh hello, sisters," she said, advancing towards them.

"Um, hello? What do we do? We can't hurt her," Prue whispered anxiously to Piper, backing away.

"How 'bout I freeze her?" Piper suggested.

"Er, sure. Just don't blow her up on mistake, okay?"

"I'll do my best. That's the plan. Will she freeze now that she's a vampire?" Piper asked.

Leo, backing up with Piper and Prue, murmured, "She should."

Piper put up her hands, then flicked them, her face gray and distraught.

It worked. Phoebe instantly froze.

Piper let out a sigh of relief. "Woah. That was close." Leo lay a comforting hand on her shoulder.

"What are we going to do?" Cole asked nervously.

Leo shrugged. "There's nothing in the Book of Shadows about de-vamping a Charmed One."

Prue sighed. "Well, we better think of something soon, or..." She drifted off, glancing at Phoebe.

"We could try to convince her that she's–" Cole began, but he was cut off when Phoebe unfroze, shrugging off the effect.

"Did you really think that was gonna hold me?" She spat, eyes twinkling dangerously. "You really are foolish. I may not be an official Charmed One now, but I still have powers. Great powers. Ah, I feel so...so alive." She grinned. "Even though I am really dead. Oh well. All of you will be able to experience the feeling soon enough." She reached up and rubbed a finger over her sharp fangs. "You can't escape me. It's your destiny, new and improved."

In a flash, she appeared behind Prue.

"What the?!" Prue exclaimed. "How'd–?"

"I told you I was powerful. I now can move to one place to the other in a matter of seconds. A mere blink of the eye." Phoebe smiled. "Damn, I love being a vampire." Then she pounced on Prue, biting into her neck viciously.

Cole, standing in the corner, felt light-headed from the stun of seeing his girlfriend act this way. It seemed to him as if time had stopped, slowing everything down, dimming the lights. He remembered feeling Phoebe's hands stroke his back, her soft lips brushing against his. He remembered all Phoebe had done for him, standing up for him against her sisters. Now he saw her attempting to kill her older sister and he felt sorrow and rage fill him at the same time. I will save Phoebe, I will show her how much I love her, he thought, It's the least I can do. With that, Cole gathered all of his strength and sprinted forward, barreling into Phoebe. Prue fell back, free of Phoebe's fangs, as Cole and Phoebe rammed into the wall. Phoebe, blood streaming out of her mouth, sneered at Cole. She kicked him squarely in the chest, then punched him twice in the face, hard. Cole stumbled to the doorway and Phoebe followed, a sadistic look on her beautiful face. Phoebe caught sight of the blood pouring out of Cole's nose and her eyes flashed. She reached for him, but he dodged into the hallway. Annoyed, Phoebe growled and seized him by his arm. Hefting him up, she threw him with all of her might. He soared across the hall and crashed into a table, causing a glass vase to shatter and several framed pictures to fall to the floor. Phoebe eyed Cole carefully, and smiled, reassured that he was unconscious and out of the picture for the moment. Stalking back into the conservatory, she made her way over to Prue, who was still sprawled on the ground.

"Time to finish dinner...I don't want it to get cold," Phoebe laughed.

Piper knew what she had to do. Closing her eyes tightly, she flicked her hands out, and Phoebe exploded in a burst of dust. Piper opened her eyes and caught her breath in surprise, realizing what she had done. Phoebe, she thought, her throat tightening with emotion.

Leo leaped over to Prue, extending his hands instinctively to the bite wound on her neck. Prue was gasping, tears streaming out of her wide eyes. Once Leo had finished healing Prue, he stood up, offering her his hand. Prue took it, and eased her way up. She collapsed into Piper's arms.

"Oh, Piper. Thank you." She mumbled.

Piper smiled sadly. "We lost Phoebe to darkness– I wasn't going to loose you, too."

That was when the dust on the ground, the only remains of Phoebe, began to whirl about, gathering and forming a compacted cloud that became Phoebe.

"Bitch," She snarled at Piper. Then she turned to Leo, grabbing him.

"Arrow," She spoke clearly. A long dark arrow appeared in her outstretched hand. Leo's eyes widened in recognition.

"I have just summoned a Darklighter arrow filled with poison that will kill your hubby, Piper. Maybe this will teach you a lesson: Don't piss me off. I'm not just sweet little Phoebe anymore, I'm Phoebe the vampire. Gosh, you guys just can't get that into your heads, can you?" Not bothering to threaten her sisters anymore, she jammed the deadly arrow into Leo's back. Leo wailed, falling to his knees.

"No!!" Piper screamed, rushing forward to her husband.

"My work is done here. For now." Phoebe said harshly.

Prue blinked, and when she opened her eyes, Phoebe had vanished. Prue looked towards the hallway and saw Cole, recovered and conscious, pushing his way up from the floor and darting forward to the manor front door. Cole can take care of himself, Prue thought, Piper needs me now. Her sister was kneeled at Leo's side, cradling his head in her lap.

At the front of the house, Cole shouted after his fleeing lover. "Phoebe!" he called, quickening his pace. Phoebe was outside of the open door and snapped her neck around to glare at Cole.

"Phoebe, please..." Cole implored desperately. He suddenly didn't know what to say. There was no love in Phoebe's eyes. "Phoebe, you've got to fight the demon inside of you. You're not Phoebe the vampire, you're Phoebe with the essence of a vampire in you. I...I know the feeling. Having something evil inside of you, surging and flowing through your veins. But Phoebe, I love you, and deep down inside... I'm not going to loose you. Not like this." Cole looked deep into Phoebe's eyes, and he saw the look of silent despair, of longing. Then Phoebe shook her head, and hatred and loathing returned, blinding her from the truth.

"I don't love you Cole Turner. I don't love you, or Belthazor. Even though I'd rather have Belthazor than dull and lovey dovey Cole." Turning on her heel, she spun around and was met by a swift kick in the face.