Note: Another chapter that got away from me. The characters didn't really want to follow what I had in mind but after I finished writing what they wanted I have to admit that they knew better.

Couple of quick things that I don't think I mentioned and probably won't mention in future chapters, Phoebe doesn't have her empath power yet, Wyatt is born but Chris is not Piper and Leo's son, he's just a whitelighter-witch that came to the past/present to save Wyatt from turning evil and creating the crappy future he lived in. When he & it was saved Chris decided to stay in this time period and stay with Maria while being a whitelighter to Liz and few other charges. And this fic is set in Season 7 with some changes and without the Avatars.

Chapter 6

Three Days Later; Underworld

"You have more pictures, yes?" Talinia filed to a sharp point her index finger talon. It required so much work keeping ones talons sharp and lethal. Centuries ago she had to use rocks and the side of brick buildings to sharpen them. Occasionally she still used those methods but most home knife sharpeners did the trick.

Mark nodded and set an envelope on her desk. "Yes."

Talinia set her sharpener aside and withdrew the photos. "Interesting. How did you take these?" The pictures were taken from inside Belthazor's office. She knew Mark couldn't become invisible so how did he manage to get these?

"While he was out of the office I planted two small cameras, one on his desk, and another in the fake potted tree by the bookcase. They only last two hours and are only about to take one hundred pictures each but I got lucky this day. I put them there before but didn't get much of anything." He explained.

Talinia leaned back in her chair and smiled. "So the little witch likes the demon side too." In the photo she couldn't see much of the secretary, just her legs and one of her hands. Belthazor's red and black back kept the rest of her out of view.

"Yes mistress. There is a picture a little further down that gives you a look of her face. For most of the act with Belthazor she had her face turned toward the door, looking at him, or hidden by his face but for a few frames she turned toward the desk."

Tally flipped through them finding the picture he referred too. "Hmm." The secretary, Liz, she believed her name was clearly enjoyed what the demon was doing. Quickly going through the remaining pictures she pulled out ten photos. "Put these in the folder to send to the youngest Halliwell, Phoebe."

"Did you want me to send them mistress?" Mark asked.

"Did I say to send them yet?" She glared at him.

Quickly he shook his head. "No mistress. I apologize." He lowered his gaze and stared hard at the desk.

Talinia stood up from her chair, sauntering over to the tall human, not demon enough to be called a demon. She gently pressed her sharp talon fingernails against his chest, not pushing hard enough to draw blood but hard enough to put an impression into his skin.

"I apologize for speaking out of turn mistress." He silently begged for her forgiveness hoping she wouldn't consider his question an act of defiance.

"Yes, I'm sure you are sorry." She murmured running her fingers along the grooves and dips on his torso. If she had the time she'd punish him proper for his question, unfortunately she had meetings that couldn't be postponed. "Go and get close to the secretary witch. Get Belthazor jealous of your proximity. Later I'll give you more to do but for now that is all."

"Yes mistress." Mark let out a sigh and left her presence.

Phoebe & Cole's Penthouse; 9:30 p.m.

It was time. He had to end it.

He didn't know why he hadn't come to the conclusion sooner but finally he realized that he couldn't go on the he had been.

Cole leaned against one of the pillars in the penthouse he owned with Phoebe. This place…he hadn't thought of it as a home for nearly a year now.

The penthouse had been the symbol everything he wanted or thought he wanted. Success, power, and prestige. Plus the added benefit of finally winning Phoebe. This penthouse and everything it represented should have been enough, but it wasn't.

Liz came into his orbit and suddenly he saw what he was missing. He loved Phoebe, he still loved her but it wasn't the in love kind of love that he needed or should feel for her. With Liz though…there was instant attraction, as there had been with Phoebe, but what only started to set them apart was Liz's lack of fear whenever Belthazor surfaced.

He'd "Hulk out", as Liz was fond of saying, and instead of gasping or backing away in fear Liz would look at him the same way she would when he was Cole. After a demon attacked in the attic he hadn't been able to calm down as quickly as he normally did and Belthazor stayed out. Phoebe, Piper, and Prue gave him a wide berth; one always had their eye on him. Liz on the other hand, she started teasing him and asking him questions. She asked how Belthazor had a different outfit on than Cole when he transformed, asked him if he ever split his pants when transforming because he was larger than Cole, and then she nudged him playfully while smiling at him. Nobody had ever done that before, as Belthazor or Cole. It was then he began to look passed his initial attraction and start to seriously consider a relationship with her.

Now he stood in his expensive living room/dining room area alone, hearing nothing from the outside because of the special glass on each window, absolutely nothing from the apartments below, and all he wanted to do was shimmer back to Liz's small four room apartment. He wanted to crawl into bed with her, wrap his arms around her and hold her all night, smelling her hair and feeling her pressed up against his side, listening to the sounds of the ducks quacking from the pond in the park across the street, and the upstairs neighbor hurrying across her floor to grab a midnight snack, a nightly ritual it would seem.

After a long while passed sitting in the dark the elevator bell dinged. Phoebe walked out of the opening doors, unbuttoning her jacket as she moved. "Cole?" The room was dark and she could only see the outline of a man in the moonlight.

"Yes it's me." He flatly told her.

"Why are you standing here in the dark?" Phoebe tossed her jacket on the two thousand dollar chair that had been there since they moved in.

Cole shrugged, "It helps me think sometimes." He turned to face her.

Phoebe didn't step any closer, not willing to come into the room any further than she already had. "Cole? What's wrong? You're scaring me."

Cole dropped his head, "I'm sorry Phoebe I don't mean to scare you." He flicked on the light switch closest to him. The room was suddenly bathed in bright light.

"Ok, so what's up?"

"Maybe you should sit down." Cole suggested.

Phoebe crossed her arms. "No, no. If this is what I think it is I want to stand."

Reluctantly Cole nodded. "All right." He took a deep breath. "You and I both know that we've been—off track for a while now. When we got together we were great and so in love but lately there's clearly something missing between us."

Phoebe glanced down at her shoes and nodded. "We've both been pulling away from each other." She voiced what she knew for months. "But we can work through this. We can." Yes, the possibility that Cole was seeing someone else was now more of a certainty but if they loved each other they could figure it out. It hurt and her heart was broken but she did love him and that had to mean something.

"I think you know we can't." Cole gently told her. Phoebe wasn't a stupid woman, blinded by love sometimes, yes, but never stupid. She had to know he sought out someone else for intimate company.

"There's someone else." It wasn't a question any more. Tears welled up in her eyes but she didn't let them fall. Not yet, not until she was in her sister's arms.

Cole didn't want to tell her that the 'someone else' was Liz but he couldn't lie to her and tell her that there wasn't another woman. "Yes. But even before I turned to her we were already on the rocks. We've been hanging on to this relationship for the wrong reasons Phoebe."

"I still love you Cole."

Cole sadly smiled. "I still love you too but some time during these last few months I stopped being in love with you. Can you honestly tell me that you're still as in love with me as you were when we first got together?"

"Well every relationship goes through ups and downs, every relationship changes. It doesn't mean we should break up." She clasped her hands together and rested them on her chest.

Cole sighed. Besides telling Phoebe that he's in love with Liz, which wasn't an option, at least not until he told Liz first, there was one other way to make her understand where he was coming from. He took a deep breath and brought out Belthazor.

Phoebe gasped and backed away a step. "Cole what are you doing?"

"Do you still love me like this?" He asked his voice deep and rumbling.

"Cole, change back, this is not the time to—" She started.

"NO!" Belthazor roared. "Answer me Phoebe." He stalked up to her and backed her up against the wall; she cringed from him, shutting her eyes and forced calming breaths out until she got the courage to look at him.

Phoebe swallowed roughly. He wouldn't change back until she answered. "No I don't ok. I'm sorry but I don't. I can't love a…" Phoebe snapped her mouth shut. "Please change back." She softly begged.

Cole did as she wanted and returned to his human visage as he backed away from her. "I don't want to hurt you Phoebe, I never did, but staying together would hurt both of us."

She sniffled and pushed away from the wall. "How can—Does she love your demon side? Can you honestly tell me that this other woman does?"

"Yes. She does. And I can."

Anger flared in Phoebe's eyes. "What is she a demon too? Is that why?"

"She's not a demon, she's not evil. And she's never backed away in fear of Belthazor." He saw the hurt in her expression. "Maybe I shouldn't tell you this."

"Tell me, I need to hear you say it."

"She's never looked at me as an evil thing. Whether I'm in human form or demon form she looks at me the same way. She's touched me as a demon and not hesitated or flinched. She's kissed me and not cared what face I wore."

Phoebe clutched at her stomach. "Cole I've kissed you when you were Belthazor too." She pointed out.

"But you were being influenced by evil then."

"So because I want to kiss you and not Belthazor I'm in the wrong?" She argued.

"No, yes, both. Many of our issues stem from your distrust of me and Belthazor and the fact that you hate that side of me." He threw his hands out in frustration. "Maybe if I had stayed human we could have worked through our other remaining issues but my demon just added more to it. It's too much for us to fix."

"Even if I somehow came to accept Belthazor…" She tentatively tested the waters.

He negatively shook his head. "Too much has happened. A year ago I would have said absolutely. Let's try but now I don't want to try."

"We're really breaking up aren't we?" Phoebe closed her eyes. She'd felt this outcome on the horizon. Even suspecting Cole was with someone else didn't stop her from hoping that they could fix everything and be together and happy again.

Cole didn't need to say anything, it would only rub salt in the wound. "Feel free to stay in penthouse as long as you need. It's paid up for the next six months."

Phoebe shook her head. "I'll move back in with my sisters. I don't think I can stay here." Suddenly a horrible thought occurred to her. "Did you and her ever...here?"

"Never here. I promise." Cole quickly assured her.

Phoebe scoffed painfully. "Your promises don't mean much right now Cole."

"I wish there was a way to do this without hurting you. I'm sorry Phoebe." Not knowing what else to say he shimmered out.

Phoebe's face crumpled and the tears she tried so hard to hide flowed freely down her cheeks. She made her way to the couch and sobbed. It was over. Their love, their life together, was no more.

TBC

Next Chapter: Cole goes to see Liz. Phoebe tells her sisters about her and Cole's break up.