Chapter 16: Black as Cole Part 2

December 12, 2001 – Wednesday

Stanley Arboretum

"I don't understand. If you know the demon is meant to attack here, shouldn't we go someplace else?" Susan asked as the five of them walked through the park the next day, her usual route.

"Not if we want to get rid of him for good." Piper answered her.

Susan nodded as Max rubbed her arm gently. "Power of Three spell?" Max asked her aunts.

"No," Piper replied with a shake of the head. "The only way to vanquish an upper-level demon is with a potion of his own flesh," she informed her niece.

"Amazeballs," Max said in surprise.

"Sounds like you've done this before." Paige commented.

"Once." Phoebe answered, "On my fiancé," she stressed the word, while Max and Piper's heads snapped round to her and Paige wrinkled her nose.

"Your fiancé?" Paige echoed and Phoebe shrugged.

"Yeah, I just wanted to hear how it sounded," Phoebe explained.

"And...?" Max asked.

"Kind of weird," was Phoebe's reply.

"Yeah," Piper agreed instantly.

"Back up," Max said looking at Phoebe. "Did you say you once tried to vanquish Cole?"

"No Belthazor," Phoebe corrected her niece. "There's a difference."

"Is there?" Paige murmured to herself but Max heard and shot her a look.

Paige widened her eyes innocently.

"Okay, let's review," Phoebe instructed stepping forward and turning so she was facing them all. "I play decoy. Demon attacks. Piper and, or Max freezes or brings time to a halt." She pointed at her sister and niece, both of whom nodded. She turned to her youngest sister. "And Paige slices and dices until we get the demon sushi."

Paige groaned and her sisters and niece laughed.

"Then we get out of there," Phoebe concluded. "Everybody ready?"

Paige cringed as she pulled her own knife from her purse. "As ready as I'll ever be."

Phoebe turned to Susan. "I'm going to need your coat and hat," she said gently and Susan removed them, handing the items over, "Um...and your necklace," she added softly.

Susan sighed as she handed her necklace over reluctantly.

"Okay, we got to get Susan someplace safe." Piper decided. "Leo!" she called for her husband who appeared with Chloe in a shower of blue and white orbs. "Hi, honey." Piper smiled. "Hi, Chloe. Leo, could you orb Susan out of here?" she asked sweetly.

"Sure," Leo replied. "Any place in mind?"

"I don't think home is a good idea." Max voiced.

"You should take her to my old loft," Paige told him. "I don't think it's rented yet."

Leo nodded. "Alright, take my hand," He held his hand out to Susan an she took it hesitantly, as Chloe took the other hand once again.

Paige frowned, "Where's the baby?" she asked.

Chloe smirked turning to show the doll sitting in a strap on carrier on her back. "See?" Leo said, motioning toward Chloe. "We can make this work."

"Mm-hm," Piper replied rolling her eyes. "Go away and drop Robo-kid off at the Manor," she ordered with a smile.

"If he drops the baby off," Chloe said. "I am staying with it and pretending I am babysitting for you guys. You guys are supposed to be experiencing what it's like to actually raise and take care of a baby. If my mom had done that to Dawn or Buffy or even me, she would have been hella arrested."

Piper sighed and nodded. "Alright, Chloe," she said. She looked at her husband. "Probably a good idea to take Chloe with you."

"I was going to," Leo informed his wife. "With the training she received in Los Angeles, even if she hasn't been called, she is a good line of defense so that Susan can get away." He held out his hand to Chloe, who took it and he orbed out with Susan and Chloe.

"Okay! We got to do this quickly because this demon won't stay frozen for long," Piper pointed out looking from sister to sister to niece. "Ready? Let's go."

0 – 0 – 0 – 0 – 0

Phoebe, disguised as Susan walked slowly down the path from her vision, eyes darting about, senses on high alert. Her sister and niece were crouched behind some bushes out of sight, watching her every move.

"Hello witch," the demon greeted as he shimmered in behind Phoebe.

"Goodbye..." Phoebe spun to face him, her eyes bulging at the sight, "...demon." she whispered stunned at how similar he was to Belthazor.

The demon roared as it charged at Phoebe, who flipped him over her as Max, Piper and Paige emerged from the bushes. Max and Piper prepared to freeze as a woman charged out behind them, throwing her own athame at the demon and knocking Piper and Max to the ground. The demon saw it coming and shimmered out, their chance lost.

"I had him!" the woman seethed.

"Who the hell are you?" Piper demanded as Prue pulled her to her feet.

Halliwell Manor

The Halliwells sat at the breakfast table facing out to the island, where Emma was standing. Piper and Paige were seated on the table while Max and Phoebe took residence in the two chairs in front.

"He used this to kill my fiancé." Emma informed them holding out the athame from them all to see. "It's a ceremonial knife. The demon left it behind after the struggle," she explained to them. "I've been hunting him down for the last year and a half. It's...all I care about."

"May I?" Cole asked, gesturing to the knife. Emma glanced at the Halliwells; Max, Phoebe and Piper nodded and Emma handed it to him.

"Look familiar?" Phoebe asked her boyfriend.

"He looked familiar to me," Paige commented.

Max squeezed her aunt's leg to silence Paige. "I think Aunt Phoebe meant the athame," she retorted.

"It's one used by the Brotherhood," Cole informed them staring at the object in his hands.

"Emma?" Piper called her name gently. "Do you know why the demon wanted to kill your fiancé?"

"Because Andrew was a witch," Emma replied instantly.

"Are you a witch too?" Max questioned this time.

"No." Emma shook her head. "But after Andrew died, I studied his books and devoted myself to the craft."

"To continue his work?" Phoebe asked with a smile.

"To track down his killer," Emma corrected crisply.

"And you just happened to be in the park at the same time the demon was going to attack Susan?" Paige asked skeptically.

"I know his M.O.," Emma explained. "I know when he kills a witch he goes after the entire coven."

"You've taught yourself well," Piper praised and Emma nodded. "But still, if we hadn't come along, we would have lost you both."

Emma shook her head. "Vengeance empowers me," she defended herself.

"But it won't save you," Cole told her as all eyes turned to him, "Your desire for revenge is keeping you from the truth," he elaborated. "You want the demon vanquished, my advice is to stand back and let the Charmed Ones and Max handle it."

"This is my fight," Emma insisted.

"Then you shall lose it," Cole said simply.

"Cole's right," Phoebe agreed her voice kind. "You have to trust us. Trust that we want the same thing you do."

Emma sighed looking away. "It's just—his face has haunted me ever since Andrew died. It's the face of pure evil." She shook her head adamantly. "I can't let him get away."

"He won't," Max assured her. "But you cannot do this on your own," she insisted firmly. "If you do, you'll die and I am not willing to let that happen," she told her sincerely and Emma dropped her gaze.

Emma relented with a nod.

"Why don't you scry for him again while we prepare the vanquishing potion," Piper instructed gently. "Once we get a piece of his flesh, he's dust." Emma nodded again.

"We'll get him," Phoebe smiled. "I swear we'll get him," she promised.

Paige's Former Apartment

"How much longer do you think I'll have to stay here?" Susan questioned as she paced nervously back and forth.

"Well, I would have to talk to your Whitelighter," Leo replied from his place by Chloe and the open window, "But my instincts tell me that everyone in your coven should break their routine until this threat is over," he advised as her cell phone began to ring.

"Excuse me," Susan apologized as she pulled it free and flipped it open. "Hello?"

"Miss Coleman? This is the assistant district attorney Sykes," A voice down the line greeted her.

"Who is it?" Chloe asked turning to Susan.

Susan looked over at the blue-haired girl. "ADA. Uh...I'm sorry. Yes hi."

"I'm calling because I've received new evidence," he informed her. "I'd like to talk to you about it, if that's alright?"

"Um...okay, when?" Susan replied eagerly.

"Can you come over to the office now?" he asked hopefully.

"He wants me to come in," Susan informed Leo and Chloe, hand held over the receiver.

Leo nodded. "Okay."

"Alright," She replied addressing her caller. "I'll be right there," she promised.

"I'll be waiting," he answered ending the call.

"I think this takes teamwork," Chloe informed Leo.

"What are you thinking?" Leo wondered looking at his niece.

"I know it's just me being suspicious and there is no reason to be. But didn't you all tell me and Max that before Cole changed sides he posed as an ADA," Chloe said as Leo nodded. "When we get there. I will pretend I am Susan's sister. If anyone questions about the mechanical baby, I can tell them I am taking a parenting class. Anyways when we get there Susan does not go into his office alone and by pretending to be her sister…"

"You would be more likely to be let in than I would," Leo concluded. "Good thinking, Chloe. When we get there, I will be listening for your call, just in case."

Halliwell Manor

"I can feel the crystal pulling," Emma informed them from her place at a small round table in the conservatory. "He's still in the area," she announced dangling the crystal over the map of San Francisco, the string tied around the demon's athame.

"Well, Aunt Phoebe and I can't find him in the book anywhere," Max announced from her seat next to Phoebe and Cole.

"Did either of you notice how he vanished?" Cole asked staring at the book. "Did he smoke out? Flame out?"

"He disappeared like you do, Cole," Max answered.

"He shimmered?" Cole questioned.

Phoebe nodded. "Yes…like uh...Belthazor," she added glancing quickly at Emma then averting her gaze to the book.

"I uh...I think I found him," Emma announced from the table.

Phoebe's head shot up. "Where?"

"He's at uh...Prescott and—" Emma replied but Phoebe cute her off.

"Pine," Phoebe and Max finished for her.

Emma turned to them. "How'd you two know?"

"That's where we are," Phoebe answered grimly.

"Prescott and Pine is the nearest intersection," Max added.

Emma's eyes widened, "Wait, he's here in the house?"

Cole straightened up. "Max and I'll go check upstairs. Phoebe, you find your sisters', get ready," he instructed and everyone cleared the room.

District Attorney's Office

"Hello?" Susan called from just outside ADA Sykes office.

"Miss Coleman," Sykes greeted with a smile, which disappeared as soon as he saw Chloe and Leo. "Who's this?" he asked slightly angered by Leo and Chloe's presence.

Chloe, Susan and Leo looked at one another quickly. "I'm Susan's sister," Chloe answered.

"I'm...a friend," Leo added with a shrug. "Is it a problem?"

Sykes shook his head, "No, no. No problem at all." He forced a smile. "Um...why don't you both just wait over there..." he gestured to the bench opposite his office door, "...and I'll let you know when it's over."

Leo nodded at Sykes and then took a seat.

"I'd like Chloe with me if that's alright," Susan said. "I'd feel much better if my baby sister was with me, you know for comfort."

Sykes looked at Chloe for a moment. If Chloe was in reality Susan's sister then he had missed a potential coven member. He could get two birds with one stone. "Sure, right this way." He gestured to his office, allowing Susan and Chloe to enter first then closing the door behind them.

Sykes shoved Chloe hard knocking her to floor. Then he pushed Susan up against the door, hand covering her mouth so she couldn't scream. He pulled out his athame and traced it down Susan's skin.

He pulled it back to plunge it in when Chloe jumped to her feet and using a move Merrick taught her, she flipped Sykes sending him crashing to the floor. "Leo!" she called out as she grabbed Susan's hand. Leo orbed in beside them and then orbed out with Susan and Chloe.

Halliwell Manor

"Aunt Phoebe?" Max called out as she and Cole descended the stairs quickly.

Phoebe came racing out of the kitchen. "He's not upstairs," Cole informed her sharply.

Phoebe shook her head. "He's not downstairs either," she replied.

"This doesn't make sense," Max said. "Why would Emma's scrying …" She looked at Cole. "It couldn't be, could it?"

"You think her scrying found me?" Cole asked.

"You are after all the only demon here," Max said.

"I won't say it isn't possible, but why would her scrying find me," Cole wondered as Leo, Chloe and Susan orbed in.

"It's the ADA," Leo informed them both immediately.

"Sykes?" Phoebe questioned in surprise.

"He tried to kill Susan," Chloe said gesturing to Susan.

"I don't know if he followed us here or not," Leo added as Sykes shimmered in behind them.

"Watch out!" Phoebe yelled pulling Susan to the ground as Max pulled Chloe to the ground, Leo going with them just as Sykes released an energy ball their way and it connected with the wall above their heads instead.

Cole sent his own energy ball at Sykes hitting him on the stomach.

"Take her upstairs," Phoebe told Leo and Chloe who quickly pulled Susan up the stairs.

"You're going to have to do better than that," Sykes smirked as he morphed into his demonic form as Piper, Paige and Emma came running into the room from the kitchen. He made to fire again as Max brought time a screeching halt.

"Hurry! Slice 'em." Piper ordered Paige with a nudge.

Paige hesitated and Phoebe made a panicked noise motioning in his direction. She ran over, knife in hand and cringed pausing again with the knife hovering over the demon's forearm.

"Oh, Paige, just do it!" Piper cried impatiently. "This is no time to be squeamish."

Paige sighed and quickly sliced a piece his flesh. She bent down and picked it up between two fingers, holding it as far away from her body as possible just as the demon began to unfreeze.

"Aunt Paige!" Max cried as time resumed at the wrong possible moment and Sykes made to strike Paige. "No!" she yelled throwing up her hand telekinetically sending him backwards and away from a startled Paige. She ran to Paige as the demon recovered and pulled her down.

Sykes threw an energy ball at Piper and Emma who Cole pushed to the ground, the energy ball hitting the mechanical baby instead blowing it to pieces.

Cole stood and morphed into his own demonic form.

"Oh my god!" Emma cried from beside Piper, staring up at Belthazor.

"Belthazor," Sykes growled. "We meet at last."

"But not for long," Belthazor snarled and the two demons released an energy at the same time. The energy balls collided and the house shook.

"We'll finish this later," Sykes promised before shimmering out.

"Everybody okay?" Piper asked pulling herself and Emma, who was still staring at Belthazor, to their feet.

"I'm okay." Phoebe assured her from the stairs then looked to Prue and Paige.

Paige nodded wordlessly and Max chuckled, "We're good," she verbally assured them. "Emma?" she asked the silent woman.

"He's not the demon who killed my fiancé." Emma replied, referring to Sykes. "He is," she announced pointing at Belthazor who turned to Phoebe slowly and sighed.

0 – 0 – 0 – 0 – 0

"He's a killer!" Emma almost yelled. "What is the matter with you people?" she demanded looking affronted.

"Emma, I know you're upset," Piper tried to reason. "But you don't understand." Taking her arm lightly.

"Let go of me!" Emma seethed.

"You're making a huge mistake." Phoebe insisted from her place next to a solemn looking Cole. "He's not who you think he is."

Emma glared at Phoebe. "He's the demon who killed my fiancé and that is all I need to know," she spat pushing past Piper and grabbing the athame from the foyer table and throwing it at Cole.

"Hey!" Max yelled as she brought time to a halt. She walked over to where the athame was floating, frozen in time, and she plucked it out of mid-air before letting time resume.

"How can you protect a murderer?" Emma asked Max, the pain in her voice causing it to shake slightly. "How can you live with yourselves?" she demanded before grabbing her coat and storming out of the house.

Phoebe sighed heavily.

"Is she right?" Paige asked. "Are you the one who killed him?"

Phoebe shook her head. "Honey, now is not the time," she answered instead. "We have to worry about Sykes. We got what we need, you guys work on the vanquishing potion," she instructed her sisters and niece.

Max and Piper exchanged glances as Max took Paige's hand, pulling her towards the kitchen. Piper picked up the plate with the slice of flesh on it as she passed the table and followed behind them.

Phoebe turned to Cole when they were gone, "We need to talk," she told him seriously.

Cole sighed but nodded and took her hand, the couple heading up to their room. "Don't tell me you're scared of me," he commented as he entered the room completely, stopping by the bed while Phoebe remained by the open door.

"No," she assured him quickly. "Don't be ridiculous."

Cole turned to her. "That's good," he replied. "Because I think Emma's right." He revealed. "I am the one who killed her fiancé."

Phoebe sighed and looked down.

"I don't even remember doing it," Cole admitted turning away. "I don't even remember who he is." He sat down on the bed. "Didn't matter what they looked like. It only mattered that I did what I was told." He paused. "He was a witch. The Source viewed him as a threat."

"Shh," Phoebe soothed walked towards him. "You don't have to explain yourself to me," she told him sitting next to him on the bed.

"Yes, I do," Cole insisted.

"No, you don't," Phoebe countered firmly and he looked to her. "I know who you were," she informed him. "Who you used to be and that's not the person you are anymore," she told him softly.

"Aren't I?" he whispered and Phoebe narrowed her eyes slightly. "Belthazor still exists inside of me. That hasn't changed, nor does it change what I've done."

Phoebe smiled. "But just think of all the good you've done since then," she added, her eyes gentle and loving.

"Hm." Cole turned away again. "Doesn't balance out," he said sadly. "Doesn't even come close. And now the very thing I've been trying so hard not to be is the very thing I might have to become."

Phoebe frowned. "What do you mean?"

Cole rose to his feet, walked to the window then turned to her. "Sykes has done a good job of emulating me, emulating Belthazor, which means if the potion doesn't work...the only way to destroy him is for me to turn into Belthazor," he explained gently.

Phoebe tilted her head. "Yeah, but then afterwards you'll turn back into Cole," she added obviously.

Cole held her gaze. "I may not be able to," he admitted darkly and Phoebe's eyes narrowed. "To stop him, I'll have to embrace my demonic self completely," he explained staring into her eyes. "There may be no coming back from that."

Phoebe sighed. "Well, then we'll just have to make sure that potion works very well," she insisted with a smile, rising to her feet and walking to the door. "Won't we?" she threw over her shoulder grabbing her bag.

"Where are you going?" Cole asked confused.

"To find Emma," she replied throwing her phone into the bag and sighed. "Try to explain."

"It won't make any difference." Cole shook his head.

"Well it will if I can keep her out of the craziness," she pointed out. "Keep her from getting hurt."

"I'm more concerned with keeping you out of the craziness," Cole said walking towards her. "Keeping you from getting hurt." Phoebe sighed as she pulled on her jacket. "You still have some of that Belthazor vanquishing potion left, don't you?" he asked, voice low.

Phoebe shook her head. "Yes but—"

"Get it," Cole ordered sternly. "Just in case. It might be the only way to stop me."

Phoebe looked away as he walked past, leaving the room and leaving her alone. She glanced to see if he was out of sight before opening her desk drawer and pulling out said potion, slipping it into her bag and heading out.

0 – 0 – 0 – 0 – 0

"Okay, we just need the pigs' feet over there by the mandrake root." Piper guided as she stirred the potion on the stove.

Paige passed the pigs' feet to Max who took it with a grimace. "Poor piggy, piggy," she pouted. "They're sensitive creature, you know."

"Really?" Max said walking to the pot.

"Smart too," Paige added

"Yeah, not that one," Piper commented as Max dropped the pigs' feet in and the potion flamed momentarily. "Okay...so all we need to do is drop in the Sykes flesh," she instructed as she silently moved far back from the island, Max and Paige. "Go ahead just...drop it in." She smirked as an oblivious Paige scooped the flesh with a spatula and dropped it into the pot.

The potion exploded and Max and Paige were thrown to the ground at Piper's feet. Piper chuckled as a bewildered Max and Paige gazed up at her.

Max glared. "You did that on purpose didn't you?" she said knowingly.

"Yeah." Piper grinned as she helped Max and Paige to their feet. "It happened to me last year. No substitute for experience," she said innocently.

Max and Paige punched Piper's shoulders as they chuckled. "You girls alright?" Cole asked running into the kitchen.

Paige turned to him and her amusement ceased.

"Yeah," Piper replied with a smirk. "We were just doing a little bonding, that's all," she explained. "Where's Phoebe?" she asked looking past him. "The potion's almost ready," she informed him as she moved to take it off the heat and bottle it.

"Yeah, she wanted to talk to Emma, explain things," he told them.

"Good luck," Paige commented as Max shot her a stern look.

Cole frowned. "Look, I don't need the guilt from you, okay?" he snapped irately. "I've got enough of my own to deal with."

"What, and you think that covers it?" Paige retorted. "What you did?"

"Aunt Paige, don't," Piper reprimanded.

Paige turned to Piper. "Don't what, Piper? He killed a man. Are you condoning that?"

"Of course, Aunt Piper is not condoning that," Max cut in.

"Cole can't change the past. You've seen how much good he's helped us do," Piper added looking her youngest sister in the eyes. "That's who he is now and we accept that," she concluded looking pointedly at Paige.

Paige shrugged. "Well, if you say so," she relented stiffly stepping away from Cole.

Cole walked toward Piper slowly. "Thank you," he said sincerely. "You want me to help you find Sykes?" he asked.

Max looked up. "Can you?"

"If he's still emulating me, all I have to do is figure out what I'd do next," Cole explained looking thoughtful.

"Which would be?" Piper asked expectantly.

"Go after the Charmed Ones," he replied.

"Oh, that's nice." Paige muttered loudly.

"Or to get to you all, go after someone you care about," Cole added looking straight at Max.

"And the best way to get to me is…" Max started.

"Chloe," Paige, Piper and Cole finished in unison.

"But first I'd have to regroup somewhere," Cole continued. "Tend to my cut."

"The mausoleum?" Piper questioned.

Cole turned to Piper, his expression unreadable. "Except Sykes will anticipate that." He sighed. "He'll be expecting you to come after him, which means he'll probably be lying in wait," he explained glancing between the three of them. "Maybe even set some kind of trap."

"One that you could identify?" Piper asked, eyebrow quirked and Cole nodded. "So, let's go," she announced.

"Wait." Max stepped in front of them. "Don't we need Phoebe?" she asked with a frown.

"No, all we need is this." Piper shook her bottle of potion. "Besides it's better to keep Emma away from the action. Talking about…Leo!" Leo entered the kitchen. "We're going to go after Sikes," she informed her husband. "So we should probably orb Susan and Chloe out of here just to be safe." She kissed him on the cheek and walked out of the kitchen followed by Max, Paige and Cole.

Streets of San Francisco

Phoebe drove down the street as slowly as possible hoping to spot Emma. It took about 15 minutes until she did. Phoebe pulled the car to the curb, cut the engine and jumped out. "Emma."

Emma turned, scoffed and continued walking; arms crossed.

"Emma! Please. I need to talk to you," Phoebe pleaded walking swiftly after her.

Emma stopped and turned to her.

"Look, I know that there's nothing I can say that can change what happened," Phoebe acknowledged. "But I think there is something that may help," she offered and Emma stared at her silently and expectantly. "I want you to know that Cole has dedicated his life to good now."

Emma stared at her in outrage before spinning on her heel and storming away.

Phoebe sighed and walked after her. "And I'm not saying that it excuses what he did."

"Damn right, it doesn't," Emma snapped.

"A—all I'm saying is the demon you're searching for no longer exists," Phoebe continued. desperately trying to make her see.

"Oh my god!" Emma cried throwing up her hands and turning. "Who are you trying to kid? Are you blind!" She paused looking Phoebe up and down. "Did you not see what he turned into? That monster still exists, whether you want to believe it or not," she insisted and Phoebe faltered.

"Technically, yes but—" Phoebe replied.

"But not technically," Emma cut in looking her dead in the eyes. "Actually. He's alive and I'm not going to rest until he's dead, no matter what you say."

Phoebe shook her head. "All that would do is keep him from doing future good," she reasoned. "And put your life at risk in the process. Emma, please, please...let it go," she begged.

"Let it go?" Emma echoed; her eyes vacant. "Have you ever lost someone?" she asked quietly. "To evil, I mean."

Phoebe nodded. "Yes," she said sadly.

"And did you just…let it go?" Emma asked already knowing what her answer would be. Phoebe remained silent and Emma nodded once before turning and walking away.

Mausoleum

Cole descended the spiral staircase slowly, eyes darting about before he signaled to Piper, Paige and Max as they crept down behind him: Paige and Max in the front, Piper right behind.

"Any sign of him?" Paige asked as her Piper and Max scanned the area silently.

Cole shook his head. "No," he said back quietly, walking further into the Mausoleum the Halliwells right behind him. He noticed something on the stone floor and grabbed Paige's shoulder, halting her.

"Ow!" Paige yelped as he pushed her back.

Max closed her eyes hoping beyond hope that she got it right and Cole didn't freeze in time. She brought her hand up bringing time to a halt. "Cole?" she questioned.

Cole looked toward Max. "Halted?" he asked as she smiled.

"You selectively halted time?" Piper wondered as Max nodded. She looked to Cole. "What is it?"

"Trap," Cole replied simply. "Back up," he instructed and they obeyed. He picked up a candle and threw it in the direction of where he had warned.

The floor sprang to life, bursting into flames.

The Halliwells and Cole ran forward as soon as it disappeared but the demon never showed.

"Where is he?" Piper asked looking around.

"Home," Max answered as they all looked at her. "He's not after me or you guys. He's after Cole."

Paige frowned in confusion, looking to her niece. "How do you figure?" she asked.

"He looks up to Cole or rather Belthazor," Max explained. "His greeting when he saw Cole morph into his demon form said as much."

Piper looked at Cole. "Which means…"

"The best way to get at me…" Cole cut in.

"Phoebe," Piper, Paige and Max said in unison.

Halliwell Manor

Phoebe entered the darkened and deserted Manor. "Cole!" she yelled looking around. Sykes shimmered in behind her and threw his arm around her, under her neck and pointed his athame at her.

Phoebe screamed and dropped her bag. "Close," he whispered with a smirk.

"What do you want?" Phoebe asked holding onto his arm, pulling it away from her neck slightly.

"Same thing you do," Sykes replied. "Only you call him Belthazor."

Phoebe froze and her eyes widened. She looked down at the potion which at fallen from her bag.

Sykes followed her eyes and sniggered. "Except I don't need a potion to vanquish him. I just need you," he informed her before shimmering away.

0 – 0 – 0 – 0 – 0

"Aunt Phoebe!" Max yelled as the four of them came running through the front door.

"Max." Piper grabbed her niece's wrist and nodded to the floor where Phoebe's bag lay.

Paige bent down and touched it. "Phoebe," she whispered standing back up.

"I'll check upstairs." Cole said, "You check downstairs."

Max, Piper and Paige strode forward as Cole moved toward the stairs.

0 – 0 – 0 – 0 – 0

"You must be something very special," Sykes mused as he circled Phoebe who was bound to a chair in the middle of the attic. "Turn a demon," he continued stopping to dig the tip of the knife into her neck. "Something very special indeed," he added and Phoebe shuddered, pulling away from the blade.

Sykes crouched down next to her. "Unfortunately, though…when you made him less evil, you made him less powerful," he informed her, leaning in close. "Hmm…" He rose to his feet again, "…I wonder." He leaned in so he was touching her and Phoebe flinched jerking away. "You going to have the same effect on me after I kill him?" he asked confidently.

Cole came barging through the door as Phoebe recoiled further.

"Well, well, well." Sykes chuckled. "The mighty Belthazor. You don't disappoint." He smiled. "I knew you'd figure out what I was up to." He pointed the blade at Phoebe again. "Sooner or later."

Phoebe locked her eyes onto Cole's/ "Cole, get out of here," she ordered pleadingly. Her eyes flickered to the knife. "He won't hurt me. He's bluffing."

"I can't take that chance." Cole and Sykes said in unison.

Sykes shivered, "Ooh, it's kind of eerie, isn't it?" he commented, removing the knife from Phoebe's throat. "How I know you better than you know yourself. The student has surpassed his mentor," he announced proudly, arms outstretched.

"I was never your mentor, Sykes," Cole corrected.

"By reputation you were," Sykes informed him. "By your legend. It'll be an honor…to kill you." He smirked. "And assume your rightful place in the hierarchy," he finished sheathing his weapon.

Cole locked his eyes with Phoebe's and she shook her head, eyes pleading. "Remember what I told you?" he asked. "What I asked you to do?"

"Cole, please don't," Phoebe begged tears threatening to form.

Cole smiled at her and screamed before morphing into Belthazor.

Phoebe flinched, her eyes falling closed.

Sykes morphed into his own demonic form and growled.

Belthazor threw an energy ball which merely stalled Sykes, making him groan.

0 – 0 – 0 – 0 – 0

"Did you hear that?" Max asked Piper and Paige who came running towards her.

Piper nodded. "Attic," she instructed pulling Max and Paige toward the stairs.

0 – 0 – 0 – 0 – 0

Belthazor lunged at Sykes, striking him on the head. Sykes instantly returned it to Belthazor's jaw. He then wrapped his arms around his back and squeezed.

Belthazor cried out as his back cracked painfully and Phoebe flinched as Sykes threw Belthazor onto a table, strangling him. "DIE!" Sykes yelled squeezing hard.

"Cole!" Phoebe screamed.

Belthazor snarled loudly then threw Sykes up. Sykes hit the ceiling before falling to the ground, Belthazor rolled away and Sykes smashed through the table. Belthazor stole the athame from Sykes' belt and raised it.

Just as he was about to stab Max entered the attic with Piper and Paige and threw up her hand bringing time to a halt and freezing the two demons.

Piper and Paige ran to Phoebe as they started working on the ropes that bound Phoebe.

0 – 0 – 0 – 0 – 0

Emma ran up the stone steps to Halliwell Manor and upon seeing the door wide open, let herself in. She glanced around and saw Phoebe's bag lying on the floor. She caught sight of the vanquishing potion for Belthazor and bent down. She lifted it slowly into her hand and looked towards the stairs.

0 – 0 – 0 – 0 – 0

"I'm having trouble keeping them frozen in time," Max told her aunts through gritted teeth as Belthazor and Sykes began to unfreeze.

"Let them go," Piper informed Max as she and Paige finished freeing Phoebe. "And get over here."

Max nodded as she let time resume, she then hurried over to her aunts. Belthazor hauled Sykes to his feet, pulling the athame backward for momentum and plunging it into his stomach.

Paige cried out, burying her head in Piper's shoulder.

Piper jumped and turned into Paige shielding her.

Max flinched, as she grabbed Phoebe's hand, her free arm flying out in front of Piper and Paige but she kept her eyes trained on the demons.

Phoebe jumped, gripping Max's hand as her eyes snapped shut tightly.

Sykes screamed in pain as Belthazor pushed the blade so far in that his hand entered the demon too. Belthazor growled loudly and yanked it out. Sykes hollered as he burst into flames and disappeared.

Belthazor turned on the Halliwells, blood-soaked hand pointing the dripping athame in their direction.

"Cole?" Phoebe called sternly, her eyes pleading with him but he continued forward. "It's over," she said gently as she and her sisters and niece backed up slowly. "You can turn back now." But he continued to advance. "Cole, you can do it," she encouraged him. "For me. For us," she tried desperately to reach him.

"Hurry! Throw the potion," Paige told Piper, nudging her arm, "Maybe it'll work on him."

Piper raised her arm and Max reached for her saying, "Wait."

"Cole, please," Phoebe begged. "You can do this. You're good," she pleaded but he roared at them and Phoebe jumped back.

Piper raised her arm again and threw the potion but Max waved her arm to the left and it smashed to the ground instead.

Emma entered the attic at that moment and threw hers at the demon who murdered her fiancé, stole the love of her life, took him from her forever. The bottle smashed against Belthazor's back, its contents seeping into his skin. The Halliwells jumped back in surprise and Phoebe gasped as Belthazor was engulfed in flames and exploded.

Phoebe shook her head and turned into Max, her heart breaking painfully and slowly in her chest.

Max wrapped her arms around her aunt, her eyes never leaving the ball of fire in front of them.

When the smoke and flames cleared, they revealed a stunned Cole who fell to his knees where Belthazor once stood.

Max's eyes widened. "Aunt Phoebe." She pushed her aunt away from her and turned her body around. Phoebe reluctantly opened her eyes and gasped.

"What happened?" Paige questioned staring at Cole.

Phoebe smiled as she remembered what had been in the bottle. "That was the power-stripping potion I made to free Cole," she breathed her smiled growing as she dropped down in front of him. "Are you okay?" she asked pulling him against her tightly, Cole wrapping his arms around her just as tight.

Piper and Paige stared at the couple in shock. "You knew?" Piper asked her niece.

"No," Max answered. "But I suspected." She then darted between Chloe and Phoebe and the grief-stricken Emma.

Emma caught sight of the abandoned bloody athame and dived for it, scooping it up and heading straight for Cole's back.

Max stepped forward. "No!" she barked and used her telekinesis to send the athame into the wall instead.

Phoebe's eyes snapped open and widened in fright. She jumped to her feet and blocked Emma's path to Cole. "No!" she echoed; her hand held out in front of her. "Emma, no!" she repeated staring into the other woman's eyes. "You got your revenge," she informed her, her voice low. "You killed the demon you were after."

Emma looked behind her at Cole.

"Belthazor is dead," Phoebe continued. "Gone forever. Cole's a human being. An innocent."

Emma sighed and relaxed her stance, taking a step back in defeat and acceptance.

The truth hitting them all.