Penny stared quietly out the attic window watching the drops of rain racing one another to the window sill. She felt so strange and disconnected from the world... she was. Phoebe noticed it; for the last two days she could not get Penny to be open with her which was unusual. She would just sit there and stare off as if her mind was in some other world. She was so quiet and distant.

The demon had worked for days to plant in the little one's mind that giving up her powers would allow her sisters to go free. He waited for the moment to catch her completely alone to get her to think. He knew she was young and would take the bait without putting much thought into it and as soon as she read it, he would shimmer in and absorb the power.

She had come so close to giving in but it was as if the angels would take a moment to protect her and send a distraction.

Just as she would open the book of shadows, something would interrupt her. The pages would flip, something would fall off the shelf, or Phoebe and Leo would come into the room. Little did Penny know, those interruptions were destroying the plans of the entire underworld.

This evening was different. The manor was completely still, it was the calm before the storm.

Phoebe was downstairs making another potion while Penny sat in the attic by herself. Her mind was so jumbled; the demon of illusion was taking over, as if he was right inside her brain clouding her thoughts.

Prue and Piper were alone in the dark yet again. Paige had fallen asleep hours before and they did not wake her because any sleep they could get would give them more strength.

The demons moved to another part of the underworld to watch the hologram because of the lack of magic where the witches were.

Prue felt pure agony; her stomach turned over and over. For the last two days they had watched the suffering and mind game happening to their youngest sister. It was so frustrating that she could not change anything. "These stupid chains," Prue banged her arm against the cold wall behind her. A demon glanced from the distance to see what was happening. "Prue, don't," Piper said quietly.

Tears welled up in Penny's eyes and she put her head between her legs. She let out a wail filled with so much pain. She eventually stood up and ran to the book; she flipped the pages to the power stripping spell.

Within seconds of Penny opening the book, Phoebe entered the attic.

"Penny, did you find the other potion vials?" she asked. There was no response. "Are you alright?" Penny's face was red and her eyes were glazed.

Phoebe dropped her bag full of potions and grabbed Penny's shoulders. "Look at me, what's going on," Penny was dazed; she made no eye contact, as if she did not know that Phoebe was in the room.

Phoebe looked down at the book and saw the spell. "LEO!" she called out, Leo orbed in. "Something's wrong, she's not even responding," Phoebe shook her.

"Penelope, look at me," as if on cue Penny snapped out of it and looked at Leo. She blinked several times and looked to Phoebe who was directly in front of her.

Leo came over to her, "Penny, what is happening?"

Instead of responding, Penny tried to walk away but Phoebe grabbed her. "Stop," Penny started to flip out, "Phoebe, don't touch me!" she shook free from Phoebe's grasp. "I need to lie down," She grabbed her temple in pain, "I just need to lie down!" She ran from the attic towards her room.

They could hear demons walking in the distance. It was obvious they had stopped channeling. The day we have been waiting for is almost here; we will finally kill these witches and gain their powers and their book.

It's about time, we have been waiting years for this moment. I just wish we could kill them already.

Malik, that's not how it works and you know it. They have to have all five of their powers to get access to the book. Then the battle of the next source will begin. In the mean time, I've got two innocents to kill. Good thing I don't have any charmed ones to stop me! He taunted from a distance, knowing they could hear him, he let out a roaring laugh.

Malik snickered and they both shimmered out.

Prue looked at Piper who just shut her eyes, she felt her blood begin to boil. The kind of rage a mother gets when her child is hurt and needs rescued. Penny was like her child, Prue was raising her. Even Phoebe felt like her child at times. She could feel the anger building and her strength returning.

They were alone for the first time in what felt like forever. The demons saw them as weak and did not need to be watched at all times like in the beginning of the capture. Prue looked over at Piper who was staring at her, "I have a plan," she whispered, "wake up Paige," she said.

Phoebe stood staring at the spot where Penny disappeared from. "Leo, I don't know what to do, " Phoebe shook her head. "I'm losing hope."

Leo took a deep breath, he was too, he could feel it, he was tired but they had to go to the underworld. He had to be a leader and guide her, "We still have to go to the underworld, we have to be strong, and for your sisters we cannot lose hope," Leo paused and looked around the attic, "We are so close Pheebs, we need to finish the last spell to go down and then we will need Penny."

Phoebe stood outside Penny's door for what felt like hours. She couldn't bring herself to go in. She didn't want to further upset her but she wanted to know what was going on in her little sister's mind.

"Just go," Leo whispered, he had been watching Phoebe debate for the last two minutes when he came down from the attic stairs.

Phoebe cracked the door and saw that Penny was fast asleep. So much for finding that out. "I'm going to lay with her for a bit before I wake her to go ok?"

Leo nodded, "Yeah, just get some rest, I'll get the last few things ready and go up to the elders to find out some things, I will get you when I come back. You have all the crystals down right? Grab those two there and add them by the door," He pointed then turned to go downstairs.

She grabbed the crystals and put them down by the door before slipping into the room.

She paused for a minute and watched her sister's chest rise and fall in perfect rhythm. Lying there Phoebe could see a lot of Prue. It wasn't just the dark hair or porcelain skin it was her expression while she slept. Many times she had walked in Prue's room and seen almost that exact picture.

Phoebe crawled on the bed next to Penny and wrapped her arms around her. Penny moved to adjust and grabbed onto Pheobe's arm which made her smile.

This is the last sleep before they go to the underworld.

She sighed and closed her eyes. Before she knew it, she was fast asleep.