This is the correct version of this chapter (newly updated)

Phoebe's boots pounded the concrete, and her breath came in ragged bursts as she jogged along the dock, squinting to make out the names on the boats as she passed. The fog had appeared so unobtrusively that she'd hardly noticed it at first, but now it was like a blanket enveloping everything in its path. She knew that this wasn't exactly unusual; in fact San Francisco was famous for the thick fog that rolled in off the ocean every morning. It was just a quirk of nature and an accepted fact of life, especially down here by the water. Still she couldn't seem to shake the feeling of apprehension that had been tugging at her ever since she'd gotten here.

It wasn't the fog that she was afraid of, although she had to admit it did kinda lend a sinister overtone to the evening. She knew now why so many movie directors used the fog to create fear and suspense in their edge of the seat horror spectaculars. Sure the fog had an eerie quality all of its own, but it wasn't the fog that frightened her, it was more the things that might be hiding within it that she was worried about.

It was the perfect hiding place for all the demons, warlocks and associated nasties that other people only imagined, in their greatest moments of paranoia, were out there. Thinking that these things might be out there waiting for you was one thing, knowing that they were gave a whole new meaning to fear. She couldn't see anything, and the fog perfectly muffled sounds. There was no way of telling if someone or something was approaching or following or even worse quietly waiting to pounce.

Looking around, her senses on full alert, Phoebe picked up her pace. She'd lost track of how long she'd been running, but it had been a while and pretty soon she would have to turn around and head back to meet Paige and Cole. At this rate she would be going back with nothing to report. She only hoped that they had fared better in their sections of the dock. Her lungs were beginning to burn and her legs were heavy with fatigue, but she knew that she wasn't done yet. Time was of the essence and she couldn't afford to slow down now, the coven was counting on her, Piper and the baby were counting on her, and time was fast running out.

She was glad now that she'd kept up her fitness routine. She figured she was easily the fittest of the three Charmed Ones, always had been, even before Piper got pregnant and even when Prue was still alive. It was more out of necessity than choice really. Her sisters had active powers that allowed them to fight demons from a distance, but she didn't have that luxury. When she fought demons she had to get in close with a well-aimed punch or kick. She couldn't just blow them up from across the room, or freeze them, or send objects flying in their direction, or magically steal their weapons. Instead she had to rely on her own physical abilities, which meant training her skills, honing her body until she was confident that it would follow her commands.

She shook her head sadly. Training, it had been one of Cole's pet subjects. He had forever been nagging her to train, reminding her that she couldn't rely on her powers, that she had to be ready for whatever evil was there lurking in the fog, or round the next corner, waiting for her. She and Cole had spent hours training in different fighting techniques, pushing themselves until they were sweaty and exhausted, and then they'd cool off in the shower. She smiled briefly at the memory, there was nothing about those showers that was cold, all of the action had been sizzling hot!

Cole. She shook her head trying to clear it of the memory of their shower escapades. She honestly didn't know what she felt for him these days, and having him around tonight was making it all the more confusing. Paige didn't trust him that much was obvious, and after last time she really couldn't blame Paige for being suspicious. Piper seemed a little more open, but that could be pregnancy making her hormones go crazy.

Ever since he got back from the wasteland Phoebe herself had been wary around Cole. She had tried so very hard to let go of him and to move on, to create a life without him, but he just wouldn't let her, and now here he was all tangled up with her again. The problem was she just didn't know what he was doing here- helping or hindering? Was he friend or foe? She couldn't be sure. She'd only agreed to let him come along now because she didn't want Piper to put herself in danger. She was taking a risk with the coven and she knew it, but she'd rather take a chance on Cole than risk anything happening to her sister.

She didn't know what first alerted her to the presence, maybe a slight disturbance in the fog that she saw out of the corner of her eye, or a soft footfall just on the range of her hearing, or maybe it was the shiver that suddenly passed down her spine. It didn't matter how she knew, she just knew. Taking a deep breath Phoebe drew in all her energy and then exploded outwards with a spinning back kick that connected with something solid.

Phoebe quickly regained her balance and moved in to a fighting stance, bouncing lightly on her toes, always moving, ready to spring in to action just as Cole had taught her. Her assailant was still sprawled on the floor struggling to recover from the power of her kick. Around six foot with a shock of spiky blonde hair, and a toned physique, Phoebe might have found him attractive, sexy even, if they had met under different circumstances. Given that they were currently engaged in a fight to the death she was more interested in punching him than dating him.

'Guess you weren't expecting that huh?' she taunted still watching him warily. 'Betcha figured you could surprise me hiding in the fog like that, well think again buddy.'

Phoebe checked the desire to move in and deliver the killer blow. Sure he was still on the deck and he looked pretty hurt, but that could just be a ploy to draw her in before he attacked. He was a demon and it was gonna take more than one spinning back kick to finish him off, even if it was a pretty awesome kick. She circled him slowly, watching, waiting for him to make his move.

Coughing painfully and clutching bruised ribs, he began to back away from her, slowly shuffling across the ground, never once taking his eyes off her.

Phoebe had, had enough of this. She didn't have time to play around with this demon; too many lives were at stake. What she needed to do was beat him in to submission, and then get some information out of him. Purposefully she took a step towards him intending to finish the fight.

'No wait, Phoebe don't, we're on the same side' he said desperately, holding up a hand to ward her off.

Shocked in to hesitation, Phoebe stared at him in confusion. Still on her guard she watched his hand nervously, expecting an energy ball to appear there any second, but nothing happened.

'How do you know my name?' she asked suspiciously.

He laughed. 'I've been helping to protect you for the last five years, I'm pretty sure I can recognise you by now.' He offered his hand in greeting 'I'm Johnny.'

'You've been helping to protect me' Phoebe said doubtfully, ignoring his outstretched hand. 'How?'

He gave her a lazy grin, his blonde hair flopping attractively over one eye as he shook his head. 'You know I always had you figured as the smart one. Had a few doubts when you started dating that demon though, and now, geez I really thought you'd have figured it out. Guess you're not so smart after all.'

'Excuse me?' Phoebe asked in disbelief. 'You know you're in a pretty vulnerable position right now, I'd be careful about trading insults if I were you. In fact I kinda prefer trading blows, so if you don't mind lets get back to it...' she raised her fist.

'Easy. I was just kidding, letting off a little steam you know.' He gave her a weak grin. 'How about we start again? He said lightly. 'Look I've been freezing my ass off in this fog waiting for you to show up. I'm not exactly doing this for the good of my health you know.'

Phoebe opened her mouth to retaliate, but he cut her off 'look Phoebe, the least you could do is give me a chance to say what I need to say.'

'Okay I'm listening, but this better be good' Phoebe said tersely.

Johnny shook his head, and his eyes took on a haunted look 'I'm afraid good doesn't exactly cover it.' He took a deep breath and released it slowly. 'Guess there's no easy way to say this, so I'm just gonna come right out and say it. The final coven has been destroyed, the shield has fallen, and you and your sisters are in grave danger.'

Phoebe laughed. 'Boy you sure do have a flair for the dramatic don't you. What are you some kind of mystical prophet of doom?'

She scowled. She wasn't enjoying this at all, the stakes were too high and the rules seemed to be changing with every passing second. This guy said he had been helping to protect her for the last five years, did that mean he was another whitelighter, or some other kind of guardian angel? If he was on the side of good, why didn't Leo know about him? She felt as though she was losing control of this whole situation. The last thing she needed right now was more games. It was bad enough that she had to deal with her confused feelings for Cole; now she had this enigmatic stranger to figure out too. Why couldn't people just be straight with you and let you know if they were trying to kill you or trying to save you?

She glared at him, her patience fast running out 'who are you?

'You mean you still haven't figured it out?' He asked in amazement.

'Look, I've had a really rough day okay' Phoebe said impatiently 'so why don't you just help me out here. It's a simple question. Who are you?'

'I'm part of the coven, the one that represents water' he explained hastily. 'The last of five covens sworn to protect the Charmed Ones in their fight against evil.'

'Aw come on, you expect me to believe that?' Phoebe said in disgust. 'Half the demons in town coulda come up with a line like that. So you know my name, so what? I'm a Charmed One, any self-respecting demon or warlock knows who we are, there's probably a whole chapter on us in the Grimoire.

'Actually from what I hear there are at least seven chapters on you, you shouldn't be so modest' he grinned.

Phoebe looked at him suspiciously. 'You know about me, you know about the shield, and you're intimately acquainted with the Grimoire. If I do the math on that one I'd say that you're one of the demons that's trying to kill me.' She raised her hands into fists once more 'so lets quit playing games and get this over with okay. It's been a really long day, and I've still got a column to finish.' She took another step towards him…

'I'll prove it to you' he said hastily.

Phoebe stopped mid-stride 'You'll prove it to me?'

'Yeah, just give me a chance.' Slowly, very slowly he reached over with his right hand towards his left sleeve. Phoebe tensed ready for action, and then relaxed when she realised that he was merely rolling up his sleeve.

'Here' he said showing her the inside of his left wrist 'I carry the mark of the coven.'

Phoebe dropped her fists and peered at his wrist, squinting in the half-light. Then she saw it, it was a tattoo, and the pattern that was seared in to his skin was a tiny replica of a wave, just as Leo had described. 'Water' she said softly.

'Yeah' he said sadly, his eyes glittering with unshed tears. 'It doesn't mean much now. I'm the only one left, the coven is gone.'

'What happened?' Phoebe asked softly, all traces of suspicion and animosity gone from her voice.

He sighed heavily. 'We'd agreed to meet out on the boat so that we could be close to the water. We knew what had happened to the other covens, we felt it. Every time a coven was destroyed we could feel the shield getting weaker. We knew that we were the last line of defence for the Charmed Ones, that if we were to fail the shield would be gone.'

He hesitated, and wiped the back of his hand across his eyes, forcing back the tears. 'We'd planned to cast a spell to magnify our power. We thought that maybe we could make up for the loss of the other four covens, get the shield back up to full strength.'

'And that's when the demons attacked?' Phoebe asked gently.

He nodded. 'They killed everyone; they didn't stand a chance. They destroyed the coven and sank the boat.'

'How did you get away?' Phoebe asked, aware of the slight tone of distrust in her voice.

He looked uncomfortable 'because I wasn't on the boat, I was late for the meeting. I got held up at work. I'm an ER doc. We had a major MVA come in just as I was finishing my shift. I had to stay and help, there was no choice.' He shook his head in despair 'they must have been waiting for me to start the ritual that's why they didn't get it done in time.'

'I'm sorry' Phoebe said softly, her heart going out to him. She knew what it was like to feel responsible for the death of a loved one. If she'd gotten out of the Underworld on time maybe she could have stopped Shax killing Prue. 'You lost friends tonight.'

'Yeah I did' he said hoarsely, staring out towards the ocean, lost in his own thoughts.

Phoebe stood awkwardly, painfully aware of what he was going through. She was loath to interrupt his grieving, but she knew that they no longer had the luxury of time.

'I'm sorry Johnny, but I can't stay here any longer, I have to get back to the Manor. With the shield gone we're vulnerable, and you can bet that Taric's made sure every demon and darklighter in San Francisco knows it. I have to get back and warn Piper before it's too late.'

'So' Paige asked archly 'Who's the dish?' She indicated Johnny, who was standing a little way apart from them giving them some privacy while they talked.

Phoebe shifted uncomfortably, acutely aware of Cole's brooding presence beside her. 'His name's Johnny, he's the only survivor from the coven.'

'Really, that's interesting, well then he could definitely be of use to us.' Paige looked at him appreciatively 'nice glutes.' She gave him just a hint of a smile and a flirtatious little wave. Johnny didn't seem to notice, his eyes were still haunted, his expression grim.

'Paige' Phoebe admonished slapping Paige's hand down. 'This is serious, the final coven is gone that means the shield is down. We're in real trouble here, this is no time to go getting distracted by some good looking guy.'

'I'm sorry' Paige apologised 'It's just you know, if you've got it, you've got it, and he's definitely got it.'

'I don't trust him' Cole interrupted brusquely. He glared at Johnny angrily 'don't you think it's just a little convenient that he managed to escape?'

'Maybe' Phoebe acknowledged. 'But right now we need all the help we can get, and he just might be able to help us.'

'Yeah well I'll be keeping my eye on him' Cole growled, giving Johnny another menacing glare.'

Phoebe patted him on the arm 'Okay Cole, you do that if it makes you feel better. Right now the only thing that'll make me feel better is getting back to the Manor and making sure that Piper's safe. She looked at both Paige and Cole, her eyes serious 'Lets go.'

'Okay you got it' Paige said brightly. 'How about Cole takes you, and I'll orb Johnny.' Purposefully she took a step towards him.

'Oh no you don't.' Phoebe argued, grabbing hold of Paige's arm and pulling her back. 'I think it's safer if we keep you out of temptation's way don't you?'

Paige sighed heavily 'I guess you're right, but when this is all over, I get to ask him out on a date okay.'

'Okay' Phoebe agreed, willing to say anything just to get everyone back to the Manor as quickly as possible. She took hold of Paige's hand and they orbed out.

Once they'd gone Cole strode over to Johnny, and when he spoke his tone was cold and menacing 'if you get in my way, if you spoil my plans, I won't hesitate. Do we understand each other?'

Johnny swallowed hard before answering 'we understand each other perfectly.'