Once Upon A Time

P3

The club is full of people. Piper is at the bar. Leo walks up to her and she smiles.

Piper says to Leo "I knew you'd come back."

Leo says "Piper..."

Piper says "Phoebe was worried, Prue was a wreck, but I knew you'd find a way."

Leo says "We need to talk."

Piper says to Leo "Leo, you haven't kissed me in over a week. Don't you think maybe that takes priority?" She walks around the bar and kisses Leo.

Leo says "I came to say goodbye."

Piper says "What?"

Leo says "They told us to break up. They caught us trying to get married."

Piper says "So we won't get married, we'll wait."

Leo's voice starts echoing "It's too late, we broke the rules and now they won't let us see each other again."

Piper says "Wait a minute, they won't what?"

Leo says "I don't care what they do to me but I couldn't bare anything happening to you. I shouldn't even be here right now." He starts backing away.

Piper says "Wait a minute, Leo, I can't here you. What are you saying?"

Leo says "You have to forget about me."

Piper says "No." Leo mouths the words "I love you" to her. He orbs out and everyone dancing stops and looks at Piper. "Leo. Leo!"

Prue runs over to Piper and shakes her "Piper. Piper, wake up. Piper."

Piper's bedroom

Prue's trying to wake Piper up. Piper sits up and says "Leo's not coming back."

Prue says "Honey, it was just a bad dream."

Piper starts crying "No, it wasn't, it was real. I don't understand why they are doing this to us? It's like destroying lives is how they amuse themselves."

Prue says "Piper, watch what you say."

Piper says "Why? What are they gonna do to me? They couldn't hurt me more then they already have." She and Prue hug.

Backyard

Michael and Zeke are outside. Zeke has a bat in his hands. "You have to be focused on the ball." Michael says. "Lets try again. Ready?" He asks and Zeke nods.

Michael creates an energy ball and throws it towards Zeke. Zeke swings the bat but misses the energy ball and it hits something behind him.

A road

Phoebe is in Prue's car and she has the stereo up loud. Her phone rings and she answers it "Don't you just love cell phones?" she says.

Prue on the other line says "Hey, uh, it's me."

Phoebe says "It's amazing how much stress you can project with so few words, Prue. I will have your precious car home momentarily."

Prue says "Phoebe, I am not calling about the car, I'm calling about Piper. Look, um, she had this dream about Leo and maybe I'm overreacting but I've never seen her like this. It-it's like she's completely given up."

Phoebe says "What kind of dream about Leoooo!" She slams on the brakes to avoid a little girl standing on the road. "I'm fine, car's fine. I'll see you later. Bye." She hangs up, gets out of the car and runs over to the girl. She is clutching onto a small box. "Hi, are you okay?"

The little Girl "You can't have it, leave me alone, I won't give it to you, leave me alone!"

Phoebe looks to see what she is yelling at but sees nothing. The girl runs away and Phoebe runs after her. The girl trips over. She hears voices and something invisible scratches her arm. She screams. Phoebe kneels down next to her and holds her and says "It's okay, it's okay. You're safe."

Opening Credits

Manor: Kitchen

Phoebe and the girl named Kate, are there. Kate's sitting at the table still holding the box. Phoebe places a cup hot chocolate and a plate of cookies on the table "Okay, you just have to be very careful because it's hot, so blow on it, okay?"

Prue and Piper stand at the doorway "Hey, did you find out anything more from her?"

Phoebe says "Name, rank and serial number."

Piper says "Uh, her parents are on their way, they live up the street." Then she says to Kate "They were very worried about you."

Phoebe says "I gotta go to the car and get her jacket." She walks over to the key hook "Uh, keys?"

Prue says "What?"

Phoebe says "You know, silver shiny things that go jingle jingle."

Prue says "I don't have them."

Phoebe says "That's so weird. I put them up here."

Kate says "The fairies probably hid them."

Phoebe has a look and says "What was that?"

Kate says "Sorry, I'm not supposed to talk about fairies."

Phoebe sits down beside her and says "Um, you know what? In this house you can talk about anything you want. Sometimes we talk about weird things too."

Kate says "Well, that's what fairies do. Hide your keys and things. They're tricky like that."

Phoebe says "Um, is that what's in that box? Is it a fairy? Is that who you're protecting?"

"I'll go get Michael maybe he can find the keys." Prue says going out the door.

Backyard

"Your doing great, man." Michael says as he makes another energy ball "Focus on the aim of the ball not the ball its self." He throws it Zeke hits the ball and it flies past Michael into the fence behind him "Good job, man."

"Mikey?" Prue yells as she is coming out.

"I didn't do it." Michael says after hearing his name

"What didn't you do?" Prue says looking at scorch marks behind Zeke and behind him "What is going on out here?"

Michael breathes out and says "Zeke is having trouble in PE and I figured I would help him out starting with base ball." She looks at him "What? I asked Phoebe. She said it was fine."

"We need your help." Prue says and Michael follows her inside followed by Zeke.

Kitchen

The doorbell rings as Prue, Michael and Zeke walk in. Prue goes to answer the door.

Piper says to Kate "That's probably your mom and your dad."

Kate says "He's not my dad. He's just my mom's new husband."

Foyer

Prue opens the door and Kate's Mom says "Hi, we're Kate's parents."

"Is she alright?" Kate's stepdad asks.

Prue says "Yeah, she's fine. I mean, she scraped her arm a little bit but mostly she's just scared."

Piper, Phoebe, Michael, Zeke and Kate walk in the foyer.

Kate's Step Dad says "Kate."

Kate runs to them and says "Get out of the doorway."

Kate's Mom starts to say "Kate..."

"It's an in-between, get out of the in-between." Kate explains interrupting her mom.

Phoebe says "What's an in-between?"

Kate turns to Phoebe and says "It's where the trolls are."

"Ok Confused." Michael says looking at Zeke

"You're not the only one Bro." Zeke says to Michael

Kate's Mom says "Honey, we've had this conversation before. You're a big girl and it's time to stop believing in things like that. She's had some problems since her father and I divorced. Regressed sort of back to the imaginary friend stage."

Kate's Step Dad says "Look, uh, we should go, it's late. Thank you again for everything."

Kate says "They'll get us."

Kate's Step Dad says "I won't let them. It's okay." He picks up Kate.

Kate sees a troll hanging onto the door frame and says "Look, there it is." Phoebe looks but doesn't see anything. Kate's step dad carries her outside.

Kate's Mom says "Thank you."

Prue says "You're welcome."

Kate and her family leave

Later that night Prue, Piper, and Phoebe are in the kitchen.

Piper is making some coffee "Come on, Phoebe, trolls and fairies? You don't believe that stuff."

Phoebe says "Sure, why not?"

Piper says "Well, maybe it's time we tell her about Santa."

Phoebe says "All I know is something was definitely after her."

Piper says "But you didn't see anything?"

Phoebe says "No, but how else did she get hurt?"

Piper says "How about she fell down and scratched herself."

"No, Piper, they weren't scratches, they were claw marks." Phoebe says

Piper says "If they were, you would've seen what had clawed her. Why are you being so stubborn about this?"

Phoebe says "Because I'm a Scorpio. What's your excuse?"

Prue steps in and says "Okay, so it's kind of late and, um, we're all a bit tired so how about we finish up tomorrow?"

Phoebe says "Now look what you did. You went and turned Prue into the middle child."

Piper says "Okay, Phoebe, even if fairies and trolls do exist, you heard what her mom said, the problems started when her father left. That's psychology not magic."

Phoebe says "I know. But you know what? I'm gonna check the Book Of Shadows just incase. 'Cause I don't wanna be out stubborned by a Gemini."

Backyard

Michael and Zeke are picking up what was destroyed by energy balls. "You know one of these days I might actually hit the ball and it will go speeding right back to you." Zeke says.

"Maybe, but I have learned to flame out before it hits me." Michael says. He looks at Zeke who has a look on his face "What's wrong?"

Zeke looks at him and says "Oh. Nothing. I'm fine."

"Okay, well let's go back inside." Michael says as Andy walks in the front door Michael walks upstairs.

Andy sees Zeke and says "What's wrong, buddy."

"Your human right?" Zeke asks and Andy nods "Well, its just I hang out with Michael every single day and sometimes I feel left out because I don't have any kool powers like he does. I mean, I can't throw energy balls or do that teleport thing."

"Do you want me to talk to him for you?" Andy asks.

"It'd be nice." Zeke says walking up the stairs "Thanks." He says as he is on the last step.

Kate's house: Kate's room

Kate's mom kisses her goodnight. She goes to turn off the light but Kate stops her "No, don't! The tweens, they come out of the shadows."

Kate's Mom says "Honey, just go to sleep, okay."

She turns off the light and closes the door. Kate sits on her bed still holding onto the box "Please, go away." Kate says as she hears noises. "Leave us alone." Things move around in her bedroom. The door opens and she screams.

Manor: Hallway

Michael and Zeke are heading for the attic stairs. Andy walks out of his room and he says "Michael, could I talk to you for a sec?"

"Uh sure." Michael says as Zeke walks up the attic stairs. Michael walks up to Andy.

Andy says "Look, Zeke was talking to me last night and he said he kind of feels left out of this whole magic thing."

"What?" Michael says to Andy as Prue walks out of the room.

"Look, just talk to him all right? I have to get going." Andy says walking away and Michael walks upstairs with Prue.

Attic

Phoebe's sitting on the floor reading a book with Zeke when Prue and Michael walk in.

Prue says to Phoebe "Hey."

At the same time Michael says to Zeke "Sup?"

Phoebe picks up some drawings "Check this out." Prue looks at the drawings. They are drawings of fairies and trolls. "We each drew one."

Prue says "Lily."

Phoebe says "Do you remember her? She was our little imaginary friend we had when we were kids."

Prue says "I have not thought about Lily in years."

Phoebe says "That's because you grew up and you stopped seeing her. Okay..." She starts to read from the book she is holding "'Fairies, elves and trolls are mystical creatures that live in a realm parallel to ours but separated by a thin veil.'"

Prue looks at the cover of the book "The Enchanted Realm?"

Phoebe continues to read "'A thin veil which lives only in tween places.'" Tween places, Prue. That's like a realm in between two things. Like doorways and windows, um, shadows."

Prue says "Shadows?"

"Doorways?" Michael says.

Phoebe says "In between light and dark. And it's exactly what Kate said. Trolls live in the in-between."

Prue says "Right, but when you found Kate she wasn't in an in-between."

Phoebe says "Actually, she was in the biggest in between of all. Midnight. In the hour between night and day, the world itself becomes a tween."

"Interesting." Michael says

"Very interesting." Zeke says.

"Okay, so why isn't there anything in the Book of Shadows?" Prue asks

Phoebe says "Because the Book of Shadows was written by adults. And I'm assuming that scary dude in your picture is a troll."

Prue says "So then why is he trying to hurt Kate?"

Phoebe says "I don't know, we have to ask Kate. And we will fill Piper in on the way."

The phone rings from downstairs

Prue says "You know, maybe we should do this one on our own. You know, I mean, Piper's kind of out of it."

Phoebe says "Even more reason to drag her along. Take her mind off of Leo."

Piper yells from downstairs "Phoebe, phone." Phoebe runs downstairs holding onto the drawings. "It's your little lawyer boyfriend."

Phoebe hands her the drawings and Piper hands her the phone "So there. And he is not my boyfriend."

Piper says "Weird." she walks away.

Phoebe says into the phone "Hello?"

Cole says "Who's not your boyfriend?"

Phoebe says "Um... the mailman. Uh, yeah, sometimes Piper likes to tease me because I like to get the mail a lot. So, how are you?"

Cole says "Well, it's a beautiful morning and I got a beautiful woman on the phone, so things could be worse. God, I sound like Billy Appleby."

Phoebe says "What?"

Cole says "Nothing."

Phoebe says "No, wait, what did you just say?"

Cole is in his office. He has some information about Phoebe written on a sheet of paper.

Cole says "Billy Appleby's just this hokey guy from this old movie I watched too much when I was a kid."

He points to a highlighted sentence on the sheet of paper.

Phoebe and Cole at the same time say "Kill It Before It Dies".

"You've seen it?" Cole asks

Phoebe says "Once or twice."

Cole says "Really? Too bad it's not playing, I'd take you to see it."

Phoebe mouths "I love you" to the phone.

Cole says "Of course we could always have dinner instead."

Phoebe says "Are you asking me out, counselor?"

Cole says "Guilty." He turns the page to show a map of the manor and where the Book of Shadows is. "How about tonight? I could stop by your place."

Prue comes down the stairs.

Phoebe says "Uh, really, uh, well..." Piper puts on her coat. Prue motions Phoebe to hurry. "Um, actually tonight's not good because Piper's going through something but I will call you and maybe we can meet at the club." Prue snatches the phone off of Phoebe. "Sorry, bye." Piper grabs her keys and Prue and Phoebe stand in front of her. "Did you not look at those drawings?"

Piper says "They're cute, yes."

Phoebe says "Cute? Cute? We all had the same invisible fairy friend, Piper. That is proof that fairies exist."

Piper tries to walk around them but they don't let her "Or it proves that one of us had a really fertile imagination and the other two were really big copycats."

Prue says "Okay, Piper, honey, just listen to me, okay. Um, we think that Kate is in trouble, our kind of trouble."

Piper says "Okay, well, I don't. And after what they did to Leo, I'm not really all that motivated to go dig up demons for them."

"Trolls." Phoebe clarifies

Piper says "Whatever. Look, you guys can do whatever you want but I've had it and I'm done."

Prue says "What does that mean?"

Piper says "It means that 'the powers that be' haven't done anything but ruin my life so therefore I'm not gonna do anything for them anymore, okay. I'm going now, excuse me, I'm going now." She pushes past them and leaves.

Phoebe says "I think she's on strike."

Upstairs

Michael and Zeke are in the attic "Are you okay?" Michael asks Zeke.

"Yeah. Its just I hang out with you, one of the koolest kids in school and most famous demon in history, I just sort of feel that someday your going to avoid me and not hang out as much because I don't have any real or kool powers like you do. " Zeke explains.

Michael looks at him and says "You know, when I was 8 my mom died and I didn't know much about myself at that time. I used to only be able to shimmer." Zeke just looks at him "Look what I am trying to say is that it doesn't matter if your magical or not, what matters is that your friends wit someone who is. I would never avoid you or hang out with you less. I get to see my best friend everyday there is no way I am going to let that happen." Zeke smiles and they get up and go downstairs.

Kate's house: Kate's room

She is drawing pictures of the trolls. There is a knock on the door and her step dad walks in "Kate, someone's here to see you." He says.

Prue and Phoebe walk in. Prue's holding the drawings in her hands.

Prue says "Hey, so, um, we brought you your jacket. We had to use the spare key to get into the car though. I guess the fairies hid them after all."

Kate says "Told you."

Michael and Zeke walk in to the room "Sorry guys I had to just park in the driveway" Michael says.

Phoebe says "What are you drawing? That looks like a very scary cave."

Prue says "You know, that looks a lot like mine." She shows her the drawing.

Kate says "That's a fairy and a troll. My mum says I'm making them up but I'm not."

Prue says "Well, we believe you. Okay, we just need you to tell us everything you know so that we can help."

Kate says "I don't know that much. Thistle's kind of hard to understand. Fairies don't talk the same way people do."

Phoebe says "Thistle?"

Kate says "I saved her. See, the fairies are the bosses of the enchanted kingdom but the trolls thought they were the bosses, so they kidnapped Thistle from the king and queen of the fairies."

Phoebe says "So Thistle is a princess?"

Kate says "Mmm hmm. But the trolls are gonna kill her unless her parents hand over the kingdom."

Phoebe says "It's a miniature coup d'état."

Kate says "But I found her tied up in the cave and I saved her."

Prue says "That was very brave of you."

Michael looks at Prue and says "Fairy brave."

Kate says "But now the trolls hate me because I won't give her back. Most of the times I can stay out of the in betweens but at midnight..."

Phoebe says "There's no place to hide. Yeah, I know."

Prue says "Can we see her?"

Kate says "No, only children can see fairies."

"Oh I'm ready to see the fairy." Zeke says.

Phoebe says "Well, I don't know if this is gonna help but Prue and I are very in touch with our inner children. Them…" she looks at Michael and Zeke "They are kids."

Prue says "Can we at least try?"

Kate says "We'll have to go into an in-between. Watch out for trolls."

Prue says "Okay."

Kate unlocks the box with a key hanging around her neck. She sits the box on the window sill, looks around and then opens the lid of the box.

"Pretty." Zeke says but the others don't see her and Prue shakes her head. Kate shuts the lid.

Kate says "Can't help if you can't see her." She holds the box close to her ear and listens. "Thistle says that if you really believe in fairies, there's something that'll make you innocent again so you can see them." Kate opens the lid, grabs a handful of fairy dust and throws it on Prue, Michael, and Phoebe some dust gets to Zeke too. Phoebe bursts out laughing. "I think it worked."

Prue says in a childish voice "I wanna see the fairy."

"No me first I wanna see it first." Michael says

Kate opens the lid again and a little pink fairy flies out of the box. They stare at it with their eyes wide and mouths open.

"Pretty." Michael says turning to Zeke "Isn't that pretty?"

Commercial Break

P3

The place is nearly empty. People are leaving. Prue, Michael, Zeke and Phoebe are acting like children and they are on stage singing songs. Piper and Rosaline walk down the stairs and is shocked by what they see.

"Oh my God." Piper says as Rosaline just smiles and laughs a little at Michaels child act.

Prue, Phoebe, Michael and Zeke are on the stage singing "'If you're happy and you know it clap your hands. If you're happy and you know it pat your knee'." They pat their knees '"If you're happy and you know it pat your knee'."

Phoebe says to the people watching "You guys have got to do it."

"Come on do it." Michael says

Prue and Phoebe continue singing with Michael and Zeke. Piper and Rosaline walk up to Abby "What the hell is going on?" Piper asks.

Abby says "You think this is bad? You should've been here for Frere Jacques. They've been acting like kids since they got here. I didn't serve them, I swear."

"Are you sure?" Rosaline joked.

Piper says to Abbey "Alright, put on some music, any music and kill that microphone."

Piper and Rosaline walk over to Prue, Michael, Zeke and Phoebe.

"If your happy and… hi" Phoebe says as they stop dancing.

"Hi. Lost your minds?" Piper says as she grabs the microphone and moves it.

"Piper, we've been waiting and waiting and waiting for you…" Michael starts.

Phoebe says "Yeah, and you know what we did?"

Zeke says with a happy face "We saw a fairy"

Phoebe continues "…and she was very cute and she was sparkly and she was really, really pretty."

Piper freezes everyone except Zeke, Michael, her sisters and Rosaline "Okay, what ass-backward spell did you guys cast?"

Prue says "We-we-we didn't cast a spell."

Phoebe says "No, it is true, we did not cast a spell but we did use fairy dust."

"Yeah." Michael says.

"Fairy dust?" Piper says in disbelief

Phoebe says "Yep."

Piper says "Okay, great, so you can go home now and reverse it, Tinkerbelle."

Phoebe corrects her "No, no, no. No, I am not a fairy. She thought I was a... We have to show her. Okay." Phoebe pulls a small pouch out of her pocket and they get a pinch of fairy dust out of it.

Prue says "Ready? Okay, go."

"Ok." Michael says as Phoebe counts down

Phoebe says "One, two, three."

They throw the fairy dust in Piper and Rosaline's faces and they sneeze.

Piper says "What the hell did you do that for?"

"Really?" Rosaline says adding to Piper's sentence.

Phoebe says "Dat did not work."

Piper says "No. Work, that's a very good idea. I'm gonna get back to work now."

She unfreezes everyone and walks away. Prue, Michael, Zeke, Rosaline and Phoebe follow her.

Phoebe says "Oh, you know what? You are being a big, big, big, estra, estra, estra, double big jerk right now." A strand of hair is on Prue's face and she tries to grab it with her tongue. "Because now I have the key," she shows her the key hanging around her neck "so Thistle is safe and we have to be back with Kate at midnight so when the trolls attack..."

Piper says "No. You guys are going home and you're not driving either 'cause someone will think you're drunk or something. So go outside and wait there and I will call a cab."

Prue says "Oh..."

Piper says "Shh shh, no."

Phoebe plays with the zipper on her jacket. Prue starts whining "Why are you being so meeeaan?"

Piper says "Because I don't want you to..." Phoebe and Michael hug her. "Stop it." Phoebe kisses her on the cheek. "You're trying to trick me into ending my strike." Prue and Zeke hug her as well. "And it's not gonna work. You guys go home. Scoot. Go home. Scoot. And you go home and you reverse this ridiculous behavior."

They let go of her and walk towards the door. They turn around and stick their tongues out at Piper. They walk through the doorway and Phoebe dodges a troll. They jump on the ground.

Prue says "Are you okay?"

Phoebe says "Yeah. Trolls. They must know that we have to key now."

Prue says "Okay, they're very scary but they're gonna come after us instead of Kate at midnight so alls we have to do is go home and wait for them."

"Yeah." Michael agrees

Phoebe says "Okay."

Inside P3

Piper finds Leo's Valentines Day card from the episode Animal Pragmatism under the cash register. She looks at it and then puts it back under the register.

Manor

Prue, Michael, Zeke and Phoebe are running through the house.

Phoebe says "Geez, Louise, there are too many doorways in this house."

Prue says "Okay, we have to call Kate on the walkie-talkies, okay?" They start up the stairs but stop when the doorbell rings. "Oh, do you think the trolls know about doorbells?"

Phoebe says "I don't know." They cautiously walk up to the door. Phoebe opens it and Cole's there bent over at the waist. "Cooooole!"

He stands up "Hey, you're home." He says

Phoebe says "Yes."

Phoebe leans forward near the doorway but Prue stops her "Ooh, ooh, tween!"

Phoebe says "Um, excuse me, but you were not supposed to meet me here, you were supposed to meet me at the club, 'member?"

"Was that the plan?" Cole asks.

Phoebe says "Yes, that was the plan."

Cole sees Michael and Zeke running in the back by the kitchen "Sorry, long day." He says with a look that says What-the-hell

Prue says "'Kay, bye, close the door behind you."

Phoebe says "Bye."

Prue says "Bye." They start to run off.

Cole says "Um..." They stop and back into each other. "It's a long drive home. Do you think I could use your rest room?"

Phoebe says "Number 1 or number 2?"

Prue laughs "He has to go tootie."

Cole says "Excuse me?"

Phoebe says "Okay, you can come in but you have to do it very fast whatever it is."

Time lapse. Cole walks in the bathroom and locks the door. He shimmers out and reappears in the attic. He sees the Book of Shadows.

Phoebe and Prue are standing in the hallway with Michael and Zeke. Prue is holding a walkie-talkie.

Prue says into the walkie-talkie "Kate, Kate, come in, it's Pwue."

Kate's house/Manor

Kate is standing in her room clutching onto the box looking very frightened. She can hear the trolls.

Phoebe says on the talkie "Kate, are you there?"

Kate says "Prue, where are you?"

Prue says "We're at home. The dust didn't work on Piper or Michael's girlfriend."

Kate says 'Then they don't believe. What are we gonna do? I'm scared, there are shadows everywhere and it's almost midnight."

Phoebe says "Okay, listen, Kate, okay, you don't have to worry, that's what we called to tell you because the trolls know that we have the key now, so they're not after you anymore, they're after us."

Kate says "No, they're here too, I can hear them."

Michael says "As long as we have the key, Thistle is safe. So, just stay there, and turn on all the lights and it should disappear the shadows."

Phoebe says "Yeah, yeah."

The attic

Cole reaches his hand out for the Book of Shadows but it glows a whiteish yellow-ish glow and flies off its stand and onto the floor. Cole turns into a demon. Later to be known as Balthazar. He reaches for the book again and it moves along the floor. He groans."

Hallway

Prue, Michael, Zeke and Phoebe hear the groan.

Phoebe says "Trolls."

"Let's go get 'em." Prue suggests

the attic

Prue, Michael, Phoebe and Zeke barge in

Prue and Phoebe at the same time say "Hiiiyahh!"

Michael and Zeke just look at the demon and just stand there.

Phoebe turns on the light and they see the demon who disappears.

Phoebe says "Pwue, that was a very, very big troll."

Prue says "That wasn't a troll that was a demon."

"And he fits in the story how?" Michael says

Prue says "He was after the Book of Shadows."

Phoebe says "Alright, well, you know we can't really worry about him now 'cause we have to get to Kate."

Phoebe stands in the doorway and a troll's there.

Prue says "Oh, Phoebe!" The troll jumps down Phoebe's shirt. "Phoebe!"

Michael sees the troll and says "Pheebs."

Prue tackles Phoebe and Michael and Zeke. The troll jumps out of Phoebe's shirt. Prue and Phoebe and the boys fall down the stairs and land on the second floor.

Phoebe who is now back to an adult says "Prue, they got the key."

"Whoa." Michael says

Cole walks out of the bathroom "Phoebe... Are you four okay?" Cole asks.

Commercial Break

Manor

Prue, Phoebe, Michael, Zeke and Cole are walking down the stairs.

Prue says "You know what? Can you just go? I'm really sorry to rush you out but we have something very important to be taken care of."

They head towards the door "But you sure you're okay? I mean, that sounded like a pretty nasty fall." Cole says.

Phoebe says "Yeah, Cole, we're fine really."

Cole looks at them and says "You two seem different."

"Different?" Phoebe questions

Cole says "I mean, I thought you were, I don't know, drunk or something before but now you seem..."

"Sober?" Zeke asks

Prue adds on and says "Sober. Stairs can be sobering."

Phoebe says "Right. Okay, um, I'm really sorry about plans there, Cole, I really am."

"Me too." Michael says

Phoebe opens the door.

Cole says "No worries. I'll keep trying." He leaves and Phoebe closes the door.

Phoebe turns around to Prue and says "Stairs can be sobering?"

Prue says "Okay, what was I supposed to say? That some unknown demon came in to try and steal our magic book and then little trolls came and pushed us down the stairs?"

Phoebe says "Right, okay, but why are we thinking like grown ups all of a sudden?"

"Maybe it wore off." Michael suggests

Prue says or "It must've been from the trauma of the attack. Which is probably a really good thing because I don't really think our inner children would've had much luck protecting Kate."

Phoebe says "And now that the trolls have the key we really need to go protect Kate." Phoebe opens the door and Prue, Michael and Zeke head upstairs. "Uh, hello, Prue? Guys? " She shuts the door and follows Prue.

The attic

Prue, Zeke, Michael and Phoebe walk in.

Phoebe says "Okay, I don't understand why we just don't get to Kate."

Prue says "Because with the dust warn off we won't be able to see the trolls." Prue walks over to the Book of Shadows and flips through the pages.

Phoebe: Okay, well, I already looked in the Book Of Shadows and there's nothing in there about trolls.

Prue says "I know, I'm thinking of piecing together a makeshift spell like here." She finds a spell in the book. "Um, to see what can't be seen. If we combine that one with the one to cultivate innocence and the power of three spell it just might work."

Phoebe says "That's why you're the oldest sister, you are always thinking."

Prue says "Thank you. Alright, uh, I'll work on the spell, why don't you go call Piper."

Phoebe says "Okay. Um, what's the point of that? Isn't she still on the picket line?"

Prue says "Yeah, but we can't fight the trolls without her, I mean, they're just too fast, we need her to freeze them. You know, maybe we wanted her to be with us before but now we actually need her. Besides I am going to send Michael and Rosaline to Kate's to make sure she is all right."

Phoebe says "Okay." She heads towards the door.

Prue says "Uh, hey, watch out for doorways and stuff because now that the trolls know that we're helping Kate, they'll do everything they can to stop all six of us."

Phoebe says "Mmm hmm." Phoebe runs through the doorway quickly.

"Ok." Michael says flaming he and Zeke out.

P3

Rosaline is helping Piper out. Piper goes up to her "Look, sweetie why don't you go home I'll take it from here." Piper says.

"Ok." Rosaline says heading to the back to orb out.

Piper places some wine glasses on a tray and walks towards the bar. The trolls trip Piper who drops the tray. She bends down and picks up the glass. Piper cuts her finger on the glass. "Ow!" Piper yells

Abby walks up to Piper holding the phone "Hey, Piper, your sister's..." she sees the mess "…on the phone."

Piper says "Perfect." She takes the phone. Abby helps clean up the mess. "It's okay, I'll get it, I'll get it, it's alright." Piper walks up to the bar and wraps a napkin around her finger. "You need a diaper change?"

Phoebe says "Very funny. Look, we need you to come home right away by midnight or else..."

Piper says "The tooth fairy's gonna come and harass us all for not flossing?'

Phoebe says "Alright, I know you don't believe in fairy's and I'm not asking you to..."

Piper says "Then what are you asking?"

Phoebe says "We were trying to distract you before, we were trying to take your mind off of Leo, okay. And it was wrong and I'm sorry for that but it's not about that anymore, Piper. We are up against something that we can not fight without you."

"Trolls." Piper says.

Phoebe says "Believe it or don't but they are sneaky and mean and they are trying to hurt a seven year old girl." Piper looks around the club. "Hello?"

Piper says "Any chance they may have been here?"

Phoebe says "Yeah, one attacked me there earlier. Why?"

Piper says "Nothing."

Phoebe says "Alright, look, they know that we're witches and that Michael's a demon and they will do anything to stop us from helping Kate."

Piper says "Alright, I'm on my way."

Phoebe says "Okay, well, don't forget to stay out of the..." Piper hangs up.

Manor

"Tween places." Phoebe finishes as Piper hangs up.

P3

Piper is grabbing her purse and looks for her keys as Michael and Zeke walk up to her.

Piper doesn't see them and turns to Abby and says "Abby, have you seen my keys?"

Abby says "Aren't they on the hook?"

Piper says "No, if they were on the hook I wouldn't be asking." Piper swings around and knocks over some bottles.

Abby says "I got it, I got it."

Piper says "Oh, damn it." She continues looking for the keys. "Spare key, spare key. Register." She opens the cash register and the trolls close it on her fingers. "Son of a..."

"Oh that's gotta hurt." Michael says.

Abby says "Oh, are you okay?"

Piper says "Uh, could you just do me a favor and close up for me?"

Abby says "Oh, yeah, sure."

Piper says "Thank you."

"Okay what just happened?" Michael asks himself he then looks at Abby "Hey, have you seen Rosaline?"

"Who's that?" Abby asks him.

"My girlfriend, tall, pretty, black hair." Michael describes her.

"Oh I think Piper sent her to the back to the office or something." Abby says

"Ok thank you." Michael says walking back there with Zeke.

Outside

The trolls push Piper out the door. She walks towards her car and the troll's trip her. She falls on the ground and all her stuff falls out of her purse "You better run while you can, you little rodents." She stands up and looks up at the sky. "I bet you guys think this is real funny don't ya? Haven't you taken enough from me? You have to send trolls to kick me while I'm down." She picks up her stuff and puts them back in her purse. "I had a nice normal life once and you took that from me. You took my boyfriend, you took my life, the least you could do is leave me..." a couple walk past "my freakin' car keys. I am a good person, I am a good witch and damn it I would've made a great wife. And how dare you take that from me. I deserve... no, you know what? I demand that you send him back to me. You hear me? Right now. I am going to stand in this very spot until you send Leo back to me." Nothing happens.

Inside P3

Michael and Zeke make it to the back to see Rosaline not be there "Damn it." Michael says. "Come on." Michael says flaming he and Zeke out.

Rosaline's house

Rosaline orbs in the other room then walks into the room her father and mother are in talking to some people her mom works with.

"Mom? Dad?" She yells walking into the room.

"Hey honey how was Michael today?" Mr. Sanchez asks.

"Oh he and the sisters were acting like kids today." Rosaline says

"But how…" He sees the glowing shimmer of Michael's flaming power "…Was he in general."

Michael becomes corporeal and he sees her mother and the people she works with and he puts a hand over his mouth to keep quiet. Everyone turns around and sees he and Zeke standing there. "Oh my. Prue is so going to kick my butt." Michael says.

"Whoa. Mikey easy these guys know about Magic." Rosaline says. "What are you doing here?"

"We need your help." Zeke says.

"Okay." She says turning to her father "Dad can I…"

"Go." He says knowing she wants to go with him.

Zeke grabs Michael's hand and he grabs Rosaline's hand and they flame out.

Manor

Its 11:54pm and Prue and Phoebe are waiting for Piper to get home.

Prue says "She said that she was coming, right?"

Phoebe says "What'd you think I just made that part up?"

"No, but it's almost 12:00 and we still have to go over to Kate's." Prue says.

Phoebe says "Well, maybe we should do it with out her. Do the best we can.'

Prue says "No, I used the Power of Three spell, it won't work without her."

Phoebe says "We can rewrite it."

Prue says "In six minutes."

Phoebe says "Do you have a better idea?"

Piper walks in and says "Sorry I'm late."

Phoebe says "Hey, are you okay?"

Piper says "I thought this wasn't about me."

Prue says "Well, it just... you don't really seem like you're very open."

Piper says "I'm as open as I'm gonna get in the next five minutes so let's just do the damn spell."

They read the spell from a piece of paper

In this tween time this darkest hour,

We call upon the sacred power,

Three together stand alone,

Command the unseen to be shown,

In innocence we search the skies,

Enchanted are our new found eyes'."

Phoebe says "You've really gotta lay off the rhyming, Prue."

Prue says "Alright, well, let's just go ring the doorbell, Piper, you freeze Kate's parents so that we can get past them, okay?"

Piper says "Fine, whatever. She walks off.

Prue mimics her to Phoebe "Fine, whatever."

Kate's house: Kate's room

She is standing in the middle of the room clutching onto the box and holding the walkie-talkie. Michael, Rosaline and Zeke flame in startling her.

"Easy Kate relax." Michael says trying to calm her down.

The clock hits 12:00 and the trolls appear "Uh-oh." Rosaline says causing Michael to flash back to the attic a few weeks ago "Uh-oh."

"Uh-oh is right my boy." The demon says.

The trolls fly around Kate. Prue, Piper and Phoebe walk in and the trolls fly around them, pushing them outside into the hallway and shuts the door. They knock the box out of Kate's hands. "Thistle!" The box falls under the bed. "Phoebe, they're taking Thistle."

"Mikey do something." Rosaline says turning to Michael who is still in the flash back "Mikey." She says as the demon appears behind him and grabs him breaking the connection to the flashback.

"Hey." Michael says as the demon tightens his hold on Michael. Michael looks around and says "Rosy. Help Kate." Michael flips the demon over his shoulder.

Michael is tripped by a troll and is on the ground and the demon puts a foot on his chest to keep him from getting up. "You almost exposed magic. Give me one good reason why I shouldn't put you under my control now."

Michael turns his head and sees a troll by Rosaline "Rosy. Behind you, a troll."

"Trolls." The demon wonders aloud

Hallway

Phoebe says "Okay, why can't we see them?"

Prue says "Obviously the spell didn't work."

Prue waves her arm at the door using her power to open it. The trolls drag Kate and Rosaline under the bed.

Kate says "Help me!"

"Rosaline!" Zeke and Michael yell as they see her being pulled under the bed.

Michael looks at Prue. Prue a little help please.

Prue throws her arm out and sends the demon flying away from Michael. Michael gets up, upon seeing Zeke be pulled under the bed, "no." Michael says grabbing Zeke's hands and pulling him out

"Mikey!" He yells

"I'm trying." Michael says trying even harder to pull him out.

The trolls knock down a shelf of toys and Michael flames out with Zeke for a split second.

Under the bed

The troll throws dust on Kate and Rosaline and they turn into fairies. They take themr away. Prue, Piper and Phoebe look under the bed.

Phoebe says "Where'd she go?"

Piper says "Nothings here."

"Rosaline!" Michael yells in anger the demon runs to grab Michael but he grabs the demon throws him to the ground and says in an angry voice "I am in no mood to deal with any sort of demon right now." He looks at the shelf on the floor "Shelf!" It is engulfed in flames and appears above the demon and lands on him.

"Michael, Calm down your anger is controlling you fight it." Zeke says and Michael flames out to find his girlfriend

"Ha. Ha. Ha." The demon laughs grabbing Zeke "And that ladies and gentlemen was the kid violating the agreement." The demon pushes Zeke against the wall "Both of you are mine now." He says

"Let them go." Prue says waving her arm to send them flying but the demon flames out with Zeke.

Commercial Break

Kate's house

The bed is all apart now "There's nothing here." Prue says

Piper says "Well, Kate and Rosaline have gotta be here somewhere, they couldn't have just disappeared."

Phoebe says "Unless the trolls turned them into fairy's.

Prue says "Fairy's? Why would they do that?"

Phoebe says "I have no idea. Maybe to punish Kate for taking Thistle." She picks up the box. "But we have to find Kate and Rosaline. Okay, come on, give me a premonition."

Prue says "I don't understand. I mean, why couldn't we see the trolls? We've had spells backfire on us before but never the Power of Three."

Piper says "It didn't backfire. The spell didn't work because of me."

Prue says "Piper..."

Piper says "No, it's-it's true. This is all my fault. I just, I wanted to save Kate and never meant to hurt her or Rosaline and Michael and Zeke, I never meant for this…"

Prue says "Don't blame yourself, okay? You have every right to be angry."

Piper says "But not at the expense of two little girls and two teenage boys. I just don't understand how I'm supposed to believe in anything anymore. I just want him back, Prue."

Prue says "I know. But right now we have to get Kate and Rosaline and Zeke back, okay, and we're gonna need your help to do that."

"Do you think we should tell Michael about Zeke?" Piper asks

"I don't think we should did you see how pissed off he looked?" Prue says

Phoebe says "Damn it, damn it, damn it. I don't understand. What good is this power if I can't use it when I need it?"

Prue says "Phoebe, you have to focus."

Phoebe says "Prue, I am focusing, believe me."

Prue says "You're too upset, so take a deep breath..."

Piper says "Guys..."

Phoebe says "I can't levitate when I want to, I can't premonition when I want to..."

Piper says "Guys!"

Phoebe says "What?"

Piper says "I think the spell is working." She points to a fairy flying near the window. "Do you see it?"

Phoebe says "What's it doing?"

Prue says "I think it wants us to follow it."

Outside in a garden

Michael is walking and looking for the trolls when the demon flames in front of him Michael stops and says "I don't have time for this right now." He tries to get past the demon but he grabs Michael.

Michael tries to break free and is getting madder and madder. The demon holds his hand in front of Michaels head and says "Shh. Settle down." Michael starts to feel his temper drop. "You are coming with me now." The demon says

"No. now I am going to save someone ok so let me go." Michael says.

"Excuse me." The demon says pushing Michael against a tree "You are to do as I say now." The demon waves his arm over Michaels face to control his thoughts.

"Wait." Michael says calmly and the demon pauses "Will you at least let me save my girlfriend please? I cant lose her I cant lose another person that I love with all my heart."

The demon looks back as if to see her and then looks back at Michael "Another what do you mean another?" The demon asks

Michael looks down and tears fill his eyes and he looks back at the demon "A few years ago my mother was killed. And my girlfriend reminds me so much of my mom and it has taught me to know what it feels like to be loved again."

The demon lets out a slight laugh and says "You and your girlfriend close?" Michael nods. "I'll tell you what. I will let you save your girl but after that you come with me are we clear?" The demon asks. Michael nods and the demon says "Good. Now go find your girl." He waves his hand and Zeke appears and the demon flames out.

Prue, Piper and Phoebe are following the fairy. They approach a cave Michael and Zeke are at and the fairy flies away.

Prue says "I think he got scared away."

Phoebe says "Yeah, and I can see why. This looks like the cave from Kate's drawing."

Piper says "The first troll I see is in really big trouble. Let's go."

"Hey are you all right?" Prue asks Michael.

"Yeah I am fine now thanks." Michael says.

They walk into the cave and hide behind a rock. Kate, Rosaline and Thistle are locked in a cage.

Phoebe says "Troll central."

The troll's place a branch underneath the cage. One troll is banging two rocks together trying to make a fire.

Piper says "What are they doing?"

Prue says "It looks like they're trying to start a fire, although I don't really think that it's for roasting marshmallows."

Phoebe says "Kate, Rosaline and Thistle."

The trolls get the fire started "Rosy." Michael says about to go over there when Prue ad Zeke stop him.

Prue says to Piper "Alright, Piper, do you think that you can freeze them from here?"

Piper says "I can try."

Some trolls attack them and they walk further into the cave "Piper, freeze them."

Piper says "They're too fast." One heads straight for Piper and she freezes it. Prue moves it into the fire and it burns.

Prue says "One down."

The demon flames back in out of the sight of the sisters but Michael sees him.

Phoebe says "Okay..." Phoebe jumps up and levitates. "Prue, a little help here."

Prue uses her power and Phoebe flies over to the cage. She unhooks it and lands back on the ground.

Prue says "Piper, Zeke, Mikey run."

Piper says "Run?"

Michael says "What? Run where?"

Prue says "Just run, guys, run!"

Prue drags Piper towards the fire Zeke drags Michael.

Piper says "Are you out of your mind?"

Prue says "Freeze the flames!" Piper freezes the fire and they jump through it. The trolls head towards them. "Unfreeze, now." Piper unfreezes the fire and burns all of the trolls. "Now that is just the way I like my trolls, medium-well."

Phoebe laughs. She lets Kate, Rosaline and Thistle of the cage. "Here you guys go. It's okay, there you go." They start to fly away. "Um, hey, hey, hey, you guys, wait up." They stop.

Prue says "Thistle, don't you know how to turn Kate and Rosaline back into People?

Kate looks at Thistle and shakes her head.

Phoebe says "Kate, you know, you can't stay a fairy because if you do, your mom will be very sad. Rosaline, you cant either because Michael will miss you a lot.

Piper says "Um, you know what? I think I kinda know how you're feeling. When someone you love goes away it doesn't make any sense and it feels like the whole world is out to get you. But you know what? Your mum and dad didn't split up to hurt you. Things just happen. Things that you may never understand. But you just have to believe that it's for the best. Even if it doesn't always seem that way. You remember how sad you were when your daddy left?" She nods. "Well, that's how sad everybody's gonna be if you don't come home."

Kate looks at Thistle and nods. Thistle turns her and Rosaline back into humans. Phoebe goes over and hugs Kate.

Michael hugs Rosaline and says "Thank god your ok. I never would have forgiven my self if anything happened to you." Michael sees the demon in the distance and hesitates to do anything stupid "Lets go. Zeke!" Michael yells flaming the three of them out followed by the demon flaming out.

Prue says to Piper "Nicely done."

Manor

Michael and Zeke flame in the attic after dropping Rosaline off at home. "What did you say to the demon to get out of going with him?" Zeke asks.

"I told him I couldn't lose another person I cared about. And he said that I had to save her and then go with him." Michael explains.

"You have lost someone before?" Zeke asks

Michael nods and says "A few years after the first face off with Mr. Sanchez, I was just getting into the use of having powers and stuff. The last thing I remember about the day mom was killed is I'm outside laying on the grass and the window is broken, I was hit with an energy ball from behind. Yet hear I am kicking ass everyday and not careing about what happens to me but what happens to my family. "

"Does it hurt not having a mother in your life?" Zeke asks

Michael nods with tears and says "Yeah. I miss her so much." Zeke and Michael hug.

Manor

Prue, Piper and Phoebe walk through the front door. They look very sore and tired.

Phoebe says "Ow."

Piper says "Yep."

Prue says "Ice?"

Phoebe says "Bed." Just as Prue closes the door the doorbell rings. Prue opens the door back up and there are flowers on the porch. "Who delivers at this hour?"

Prue bends down and picks up her keys "Hmm, I think this is somebody's way of saying thank you. Here." She hands them the flowers.

Piper says "Well, you're welcome." They carry them inside.

Phoebe says "Oh, they're so pretty."

Piper puts on a wreath of flowers on her head. Prue and Phoebe look at her.

Prue says "Piper, um, we...'

She takes it back off.

Phoebe says "We, um, we just..."

Piper says "I know, it's okay. I'm actually beginning to understand why they don't want witches and Whitelighters to be together." They walk into the living room and sit down. "Marriage is, um, hard enough, you know. But marriage to a Whitelighter... He's gotta orb out at all times of the night and sometimes he's gone for weeks at a time. But honestly if I'm gonna have a meltdown every time I have no idea where he is, then none of us are gonna be able to do our jobs." Tears fill her eyes. "And if we had lost Rosaline and that little girl tonight..."

Phoebe says "But we didn't."

Piper says "But we could've. And I don't think I could live with that. If that means that I have to give up Leo, then I guess that's a sacrifice I'm willing to make." She walks out of the room. Leo orbs in on the stairs. Piper gets a fright. "Am I dreaming?"

Leo says "No." They hug.

Piper says "I had a dream that you weren't coming back. That wasn't a dream either, was it?"

Leo says "No, it wasn't. They had forbidden me from ever seeing you again." Phoebe and Prue walk in. "But now, I don't know what you said or did but they said you showed great courage and great faith, enough to make them reconsider."

Phoebe says "Does that mean you guys can get married now?"

Prue says "Ugh..."

Phoebe says "What? I wanna know."

Leo says "Not yet. It means they're giving us a chance to prove we can make it work."

Phoebe says "What do you mean? Like probation?"

Piper gives Phoebe a look.

Leo says "If we can show them that our relationship won't get in the way of our work..."

Piper says "Then we can stay together?"

Leo says "But if anything goes wrong, if we're distracted by each other to the detriment of a single innocent..."

Piper says "We won't be." Piper and Leo go upstairs.

Phoebe says "Are you worried?"

Prue says "When are you going to learn? I am always worried. I'm relieved that he's back though, not only for Piper but..."

Phoebe says "I know. Two Unknown, unattractive, demons on the loose."

Prue says "Yeah, let's not tell them until tomorrow. I think that the least that they deserve is one night worry-free romance don't you?"

Phoebe says "Mmm, romance, uhh."

Later that night Phoebe is calling Cole's office "Turner." Cole says answering the phone.

Phoebe says "Uh, hi, Cole, what are you doing in the office at two in the morning?"

Cole says "What are you doing calling the office at two in the morning?"

Phoebe says "Um, I-I was just gonna leave you a message. Save you the trouble of having to talk to me."

Cole says "Why would I ever not want to talk to you?"

Phoebe says "I don't know, you know, just incase you thought I was a drunk or a lunatic or a drunk lunatic."

Cole says "I think I'm gonna go with mystery. One I'm looking forward to figuring out."

Phoebe says "Okay, um, I'm going to go then and, uh, be mysterious."

Cole says "I'll call you."

Phoebe says "I will answer."

She hangs up and falls back onto the couch.

Cole's office

Cole says "Yes!" then he says to his shadow "Tell them I'm getting closer."

His shadow disappears into and air vent.

Attic

Michael and Zeke are looking in the book when the demon flames in and pushes them by the wall. Zeke says "Mikey, you can't actually let him take us."

Michael looks at the demon and says "I don't have any other choice a deal is a deal."

The demon gets closer to Michael and says "That's right. Now will you two tell me why the hell you exposed magic and violated the contract?"

"Yo. Mr. Demon guy he exposed magic to a girl who was in a situation with trolls and fairies." Zeke says

The demon looks at him "Shut it. You two are mine now." The demon says looking at Michael.

Michael says "What do you mean violated the contract? I didn't violate anything."

The demon pulls the contract out and looks through it letting the magical force, holding the two up on the wall, down.

Zeke runs towards the door but is hit with an energy ball by the demon. "Zeke!" Michael yells his temper rising and rising.

"Why did you do that?" Michael says walking towards the demon with an energy ball of his own "He didn't do anything." He throws it and the demon goes flying backwards and Zeke's wound heals with Michael's powers.

The demon flames behind Michael and grabs him and throws him on the ground like before and puts his foot on his chest. He holds his hand out and holds Zeke against the floor.

"Mikey, are you up here?" Prue asks from the bottom stairs.

The demon looks at the door and moves he foot to Michael's neck so he cant yell for help. The demon shakes his head "Not this time your mine now." The demon says.

Michael manages to move the demons foot back to his chest and he creates an energy ball.

"You really think that will stop me?" The demon says. He hears foot steps on the stairs "Just wait till a demon attacks you buddy." He threatens "I cant wait till I have the most powerful demon in the underworld under my control." He says flaming out as the sisters walk in.

"Are you all right?" Prue asks Zeke.

"Yeah we're fine." Zeke says.