Phoebe grasps Cole's neck tightly, and a glowing ring appears around them as they are locked in a kiss. After a few moments, Cole begins to struggle to breathe. "Cole, I thought you were gonna join me in the --" Paige begins, coming out into the room wearing nothing but a towel wrapped around her dripping wet body. She immediately notices the glow around their bodies. "Phoebe, what are you doing?" Phoebe lets go of Cole, and he collapses to the floor. "Cole!" Paige shouts, rushing to his side. Phoebe pulls her mirror out of her purse, looks into it, and vanishes. "Cole, please wake up!" she begs him. Paige touches his face gently, letting her healing powers enter him. Cole doesn't move. "LEO!" Paige screams, as loud as she can. Leo orbs into the room.

"Paige, what's going -- oh my god, what happened?" Leo asks, going to Cole's side.

"Phoebe was here -- Leo, I don't know what she did to him. She was choking him and I tried to heal him and he didn't respond." Paige tells him. Leo checks him over.

"Paige, I think he'll be fine -- he just blacked out." Leo tells her. "Phoebe did this?"

"He was kissing her -- but she had his hand around his neck, like she was choking him -- and their was this weird ring around them -- Leo, if I didn't know any better, I'd swear she was trying to kill him." Paige tells him.

"Paige, we've gotta find a way to stop her. Darryl is at the house with Piper right now -- remember Miles, that guy Phoebe went out with? He's dead -- and Phoebe is tops on the suspect list. He was found with a broken neck." Leo informs her.

"Oh god -- this is really bad, Leo. And if she can have this much power over COLE, then --"

"Paige, she's possessed. It's not Phoebe who's doing this. Piper is working on a vanquishing potion right now."

"But there's nothing in the book, Leo."

"She's making something up. Or she's trying to, anyway. I should probably get back there -- don't worry, Cole will be fine." Leo tells her, and he orbs out of the room. Cole begins to awaken.

"Cole -- can you hear me?" Paige asks, kneeling next to him. Cole opens his eyes.

"Paige? What happened? Where's Phoebe?"

"She's gone. And why the hell were you kissing her?" Paige asks.

"What are you talking about?" Cole asks, sitting up.

"You were kissing her, Cole, and she was choking you." Paige tells him.

"Paige, I was just in bed with YOU five minutes ago telling you that I was in love with you, do you really think I'd be kissing your sister? Phoebe came to the door, she was all upset, and I tried to get her to calm down, and then she started crying and -- I don't know, something was just 'off' about her. I know she's still under Lilith's control, and I thought I better go find Leo so he could help and --" Cole stops.

"And what?" Paige asks.

"I don't know." Cole says, a puzzled look on his face. "The next thing I remember is waking up and seeing you here. What did she do to me?"

"I don't know, Cole." Paige tells him. "But we need to get to the house and help Piper and Leo figure all of this out."

"Paige -- if I was kissing Phoebe it wasn't something I wanted to do." Cole tells her.

"I know -- don't worry, I'm not mad at you, Cole." Paige says. She kisses him on the lips. "Let's go get dressed and get over to the manor." Paige helps Cole stand up. Cole loses his balance a bit, looking slightly ill. "Honey -- are you okay?" Paige asks.

"Paige -- something doesn't feel right with me." Cole tells her. Paige touches him on the cheek gently.

"You do look a little pale. Do you want to lie down?" Paige asks.

"No -- no, I'm sure it's nothing, just the residual affects from Phoebe's -- whatever that was. I'll be fine. We'd better get going, before Phoebe strikes again." Cole says.

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Leo orbs back into Halliwell manor. "Is Paige okay?" Piper asks.

"Yeah -- it was Cole. Phoebe was there, she -- she did something to him. Piper, I think she tried to kill him." Leo tells her.

"Okay -- I'm gonna pretend I didn't hear you say that." Darryl tells them. "You guys really think Phoebe is capable of murder?"

"No, Phoebe's not -- but whatever is possessing her is." Piper says.

"Well, if you can figure out a way to explain that to my boss -- that the corpse we have down at the morgue is a victim of a possession killing -- I'll be glad to back your story." Darryl says. "We're not calling anyone in for questioning -- YET. We don't have enough physical evidence. But I wanted to let you know what was going on. Phoebe could be in real trouble here -- I'd start trying to figure a way out of this." Darryl tells them.

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"Hey -- are you about ready to go?" Paige asks Cole as she finishes brushing her hair. Cole is standing in the middle of his room, half-dressed, his shirt still unbuttoned. He has a puzzled look on his face, and is acting like he hasn't heard a word she's said. Paige stands in front of him and begins to button his shirt for him. He has no reaction. "Cole? Are you alright?" she asks, touching his cheek and looking up at him.

"I don't think so." Cole tells her. "My throat was still hurting a little, I wanted to get some water. I tried to shimmer into the kitchen, and -- I couldn't."

"You can't shimmer?" Paige asks.

"No -- I've been standing here trying for the last five minutes -- but nothing."

"What about your other powers? Turn me into something." Paige says.

"No! I'm not using my powers on you, Paige." Cole tells her, as he finishes buttoning his shirt and putting on his tie.

"You can change me right back -- just something quick. You have my permission." Paige says. Cole sighs. He waves his hand -- Paige is still standing there. "Cole -- just do it."

"I did." Cole says.

"Well then why am I still here?" Paige asks. "How about shapeshifting? Change into someone else. Brad Pitt, maybe?"

"What, I'm not good enough?" Cole asks.

"No, you're better -- just try it." Paige says. Cole attempts to change his form -- nothing happens.

"I can't do it. Dammit!" Cole shouts -- he raises his arm and forms a fireball, and throws it against the wall.

"Well, you can still do THAT -- who's gonna clean up that mess?" Paige asks.

"I don't get it -- how come I can still throw fireballs but nothing else?" Cole asks.

"Here, let me try something else." Paige says -- she takes Cole's hand, and digs her fingernail deep enough in it to make it bleed.

"OW! What'd you do that for?" Cole asks. The cut heals immediately.

"To see if you were still self-healing. Obviously you are." Paige says.

"Okay, so half of my powers are gone. How?"

"How do you think?" Paige asks. "Do lilim have the power to do that?"

"Probably. They can be a demon, a vampire, a succubus -- whatever they need to be. And that's why she's here. Lilith wants my powers, and she's using Phoebe to get them. They need a woman that hates me that I'm vulnerable to. Phoebe fits that bill."

"Cole -- you're not with Phoebe anymore. Or were you just feeding me a line when you were talking about 'moving on' earlier?"

"No, I wasn't feeding you a line." Cole says, offended. "But the ex-lovers of lilim are especially vulnerable to them. The only way they can't be is if --"

"If what?" Paige asks.

"If they're in a committed, binding relationship with someone else."

"So if you were married -- Phoebe can't harm you. Well -- okay then. I guess I'll just have to marry you." Paige tells him, as Cole gets a stunned look on his face.