"You want to go with me, don't you my precious girl?" Lilith says to the baby, just as Phoebe enters the room.
"Piper, where did you say you put that recipe a--" Phoebe stops as she sees Lilith. "Put her down."
"She is MINE now." Lilith says to her.
"Not if I have anything to say about it." Phoebe says, and she pulls out her athame and lunges for Lilth. She plunges the athame into Lilith, but Lilith just laughs and shoves her, slamming her against the wall.
"You really think you have power over me?" Lilith asks, just as Piper enters the room.
"Phoebe, what's going -- NO!" Piper shouts, and she rips the amulets she's wearing off of her neck, and throws them at Lilith. Lilith screams as the amulets touch her, and she lets go of Melinda, and Piper freezes the baby and, in her current weakend state, is able to freeze Lilith. Phoebe gets up and takes Melinda into her arms, and picks the amulets up off the floor, putting them back around Melinda's neck. "Where is that vanquishing potion you were making?" Piper asks.
"Upstairs." Phoebe says. Piper runs quickly upstairs, and comes back down with the potion. She unfreezes Melinda and Lilith, and throws the potion at Lilith. Lilith screams and starts to vanish, but then re-materializes, angrier than ever.
"LEO!" Piper screams out loud.
"You thought that would vanquish me, you foolish little girl?" Lilith says. "The most you can do is weaken me with your silly little powers -- and that won't last for long. That child is mine now -- give her to me." Lilith says, as Leo orbs into the room.
"Leave her alone." Leo says, putting his arm around Piper as Phoebe holds Melinda close to her. Cole and Paige enter the house together.
"You -- Phoebe, did you try that potion on her?" Paige asks.
"It didn't work." Phoebe says. "Cole, here -- take Melinda, get her out of here." she says, handing the little girl to him.
"I WILL have an offspring of the Charmed Ones -- and if I don't have Melinda -- I can always come back for your child." Lilith says, approaching Cole, who is holding Melinda in his arms as Phoebe, Paige, and Piper gather together. "It's either her, or your son." Cole glares angrily at her.
"Get out of this house, you bitch." he says, holding Melinda even tighter. The three women use every ounce of powers they have against Lilith at the same time, to no avail.
"Don't let her lose the amulets, Cole -- she can't take her if she has them." Leo says.
"I came here for a child -- and I am not leaving without one." Lilith says, just as Eli and Nicholas enter the house.
"Eli, you need to go!" Phoebe says to him.
"Dad, I don't like her -- she's evil, she scares me." Nicholas says, looking at Lilith.
"What a handsome young man. How old are you, dear?" Lilith asks, approaching the little boy.
"Get away from him." Eli says, stepping in front of Nicholas, his eyes filled with anger. Melinda starts fussing with her amulets again.
"No, sweetie, don't do that." Cole says, but before Cole can even stop her she has them off and is making them float in the air, and then they fall to the ground.
"See -- she wants to be with me." Lilith says, approaching Cole. Leo orbs to Cole and takes Melinda from him.
"You will NOT have my daughter." Leo says. "We'll all fight you for her."
"And you will all lose. I'm willing to fight until I kill every one of you here. Are you willing to risk everyone's life for your child?" Lilith asks. Watching Lilith the entire time, Leo moves slowly over to Piper and hands Melinda to her.
"Take me." Leo says, and Lilith laughs.
"What would I want with YOU?" Lilith asks.
"I have powers -- whitelighter powers. And as I've found out, they regenerate. You could take what you need from me, let my powers re-generate, and then take more." Leo tells her, and Lilith is intrigued.
"No -- Leo, no." Piper says.
"You can either take me with you, alive with powers you don't have, or you can kill me -- because I will die before I let you go anywhere near my little girl." Leo tells her.
"You think your little wife and her sisters will find some way to get you back and vanquish me in the process, is that what your plan is? No man, be he mortal or demon or whitelighter, has EVER returned to this realm from my lair alive." Lilith says.
"It's a risk I'm willing to take." Leo says.
"I am queen, and I am goddess, and all of your powers together cannot even compare to mine. You cannot win. However -- it might amuse me to watch you try." Lilith says, and she approaches Paige. "I'll see you soon, dear." she says, touching her belly, and Cole immediately moves to her side.
"Get away from her." Cole says angrily.
"Come with me -- whitelighter." Lilith says, extending her hand to Leo.
"No -- no, Leo, please don't do this." Piper begs.
"I have to." Leo says, kissing her one last time. "I have faith in you, Piper. I have faith in US. I love you -- don't ever forget that. And don't let Melinda forget." Leo kisses Melinda softly on the forehead, and takes Lilith's hand, and they both vanish.
"NO! Leo!" Piper screams, and she collapes to the ground in hysterics. Phoebe takes Melinda from her and hands the baby to Cole, as both Phoebe and Paige put their arms around Piper to comfort her.
"It'll be alright, honey -- we're all working together on this now. My potion didn't work, but it did affect her for a moment. We just have to make it stronger. We'll find a way to get Leo back." Phoebe tells her reassuringly.
"My baby -- I need my baby." Piper says, still crying.
"Okay, it's okay -- she's with Cole, she's safe." Paige says. "Phoebe, why don't you make her some herbal tea or something -- Cole and I will take her and Melinda upstairs, I think she should lie down."
"Okay -- I'll do that." Phoebe says. Still holding Melinda in his arms, Cole helps Piper stand up and he and Paige lead her up the stairs. Phoebe looks at Eli and Nicholas, who have been silently watching the whole ordeal. "Not exactly an ideal first visit, is this?" Phoebe says.
"We should go -- your sister needs you." Eli says.
"No -- please don't." Phoebe says to him. She walks over to him and gives him a hug, then looks at Nicholas, who is clinging to his father. "You okay sweetie?" she asks the little boy. He quietly nods his head.
"How will you be protected without your whitelighter?" Eli asks.
"I don't know." Phoebe replies. "I'd better get that tea for Piper."
"We'll help." Eli says, and the three of them head into the kitchen together.
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Several hours later, Phoebe comes downstairs, where Paige and Cole are waiting. Cole is sitting on the couch, and Paige is lying down, her head resting in his lap as Cole gently massages her forehead. "How is she?" Paige asks, sitting up.
"She's finally asleep -- she just cried until she exhausted herself." Phoebe tells them.
"And Melinda?" Paige asks.
"She's fine, too -- I've got to hand it to that girl, she's fearless. She's gonna be one tough cookie -- she didn't so much as cry." Phoebe says.
"Yeah, well I think poor Ben is scared enough for both of them." Paige says.
"Honey, lie back down, okay? We just got him calmed down, I don't want to upset him again." Cole says. Phoebe kneels down next to Paige and puts her hand on her belly.
"Hey, you -- you listen to your Auntie Phoebe. You have SO many people here who love you. You're not going to let some crazy old demon lady scare you when you have that much love here, are you?" Phoebe says. "You use that love as your strength, little man -- and quit making your mom and dad such nervous wrecks over you." Phoebe feels the baby kick gently.
"Well, that calmed him down." Paige says. "I didn't know you were this good with kids."
"Neither did I." Phoebe says.
"Well, Nicholas sure seems to like you." Paige says.
"That kid creeps me out. All I do when he's around is think about what I'm thinking about." Cole says.
"He's not creepy, he's a sweet little boy who's just different." Phoebe says.
"He's a warlock -- just like his father. Only worse, because he's a warlock with telepathic powers." Cole says.
"Oh, just ignore him, he just can't get past his warlock hate no matter what you say to him." Paige says.
"Hey, I got her boyfriend's crazy mother-in-law's custody revoked last week in court, didn't I? Which proves I can tolerate some warlocks -- to an extent." Cole says. "I just don't like them picking my brain."
"I wouldn't worry too much -- the way you're talking it doesn't sound like that's a very ripe field for him to search through, anyway." Phoebe says.
"Oh, you're really funny, Phebes." Cole says.
"Okay, can we please stop this? We don't have time to waste arguing over Phoebe's social life, we have a sister to care for and her husband to rescue." Paige says.
"And how are we supposed to do this?" Cole asks. "I don't want you women going off into the underworld all alone trying to vanquish the un-vanquishable."
"You women? 'Oink, oink', said the male chauvanist pig." Phoebe replies.
"I'm not a chauvanist, I'm a realist -- look, Piper has a daughter to take care of and protect, and I have a wife who is clearly having a VERY difficult pregnancy these last months and YOU have decided to go play footsies with a warlock and his son which is an extremely idiotic decision on your part if you want my opinion. No wonder Lilith got a good laugh from the idea of you three rescuing Leo -- it just can't be done." Cole tells Phoebe matter-of-factly.
"Well, I think it can." Phoebe says. "Don't you, Paige?" Paige sits up a bit.
"Phebes -- Cole is right, this pregnancy really has been hard on me lately. Ben reacts to everything, and -- I need to put him first. What happened today just drained me -- I just don't think I have the strength to go up against her right now." Paige tells her.
"See -- the voice of reason." Cole says, giving Paige a kiss.
"Paige, we have to work TOGETHER on this -- we need the power of three." Phoebe says.
"I know that, and I'll be glad to help -- but I don't think I can do it until after Ben arrives. I owe it to him to bring him into this world safely." Paige says. "Especially now that Leo isn't here to protect us. Do you really think the elders will even SEND us another whitelighter after all the grief our family has given them?"
"Which is why we need to save Leo." Phoebe says.
"Look -- I'd help if I could. But I have no powers. All I have is what I know of Lilith and her offspring, and I've told you everything I think is relevant. I'm sorry if I sound like a jerk to you, but I am NOT letting my pregnant wife go off demon-hunting with you and your sister. I agree with Paige -- if you need her powers, it'll have to wait until after Ben is born." Cole says adamantly.
"But he's not due for two more MONTHS." Phoebe says.
"That gives us plenty of time to figure out what it will take to vanquish her. That's been our problem, Phebes -- you've been doing all the work alone, and it wasn't enough. I can still read through the Book of Shadows and help with potions -- and after Ben arrives, we'll be ready for her." Paige says.
"It may even take longer than that, Phoebe -- and you have to face the fact that we may never be able to rescue Leo." Cole says.
"No -- I won't do that. And Piper won't, either. Leo is my family, and I won't give up on him. I gave up on someone I loved once, and I ended up regretting it and you both know that. I won't do it again." Phoebe says, and she angrily storms out of the house.
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"I'm sorry to come here so late." Phoebe says as Eli answers the door.
"It's okay -- I'm sorry we had to leave, but Nick has school tomorrow." Eli says. "How is your sister?"
"She's fine -- for now." Phoebe says, and they sit down on the couch. "Eli -- you said you still have friends in the underworld."
"Not friends -- acquaintances." Eli says.
"Well, do you think any of them might be able to help --"
"Phoebe, I don't know anyone in the underworld who would take on Lilith. She runs her own domain outside of anything or anyone in the rest of the underworld. No one would dare challenge her." Eli says.
"Well, I will. And I could use some help. My sister Paige refuses to do anything until after her son is born." Phoebe says.
"And I don't blame her. You're not a parent, Phoebe -- you don't know how strong that bond is. A parent will do anything for their child -- up to and including laying down their life for them. Which is why Leo made the decision he did. He loves his daughter more than anything in the world, and I respect that." Eli says. "I'd do the same for Nicholas in a minute."
"So you don't think I should be upset with her?" Phoebe asks.
"No -- I don't." Eli says. Phoebe sighs, and snuggles up closer to Eli as he wraps his arm around her.
"I hate this." she says.
"Are you sure you shouldn't be with your sister right now?" Eli asks.
"Cole and Paige are staying at the manor tonight, she'll be fine." Phoebe says.
"Well, do you want to stay here tonight then?" Eli asks. "I mean -- in our guest room."
"Oh -- okay, the guest room, right. So -- you don't want us to --"
"Phoebe -- I guess I need to tell you something about myself. I didn't say anything at first because I really like you and I didn't know where this would be going between us. I enjoy your company Phoebe, and I really care for you, and I could probably even love you someday -- but we can never have a truly intimate relationship. The day that Lauren died, I took a vow of celibacy." Phoebe just stares at him for a moment, then starts to laugh a bit.
"Okay -- look. If you're not interested in me, just tell me, I can take it. I've been dumped before, hell my ex-husband ended up marrying my sister, I'm used to it, I'll deal." Phoebe says.
"I am interested in you, Phoebe. I was from the moment I met you. I don't really date much, but -- I was drawn to you. But I probably should have been honest with you from the start. I risked everything for the life I chose with my wife. And if I allow myself to have another intimate relationship, it could open me up to temptation -- and that could lead to evil. And I will not let that happen. We can date, we can hold hands, we can kiss, we can do everything that a normal couple does -- except that." Eli informs her. "I think it's important for Nicholas to have a mother figure in his life, and I think he has a very strong connection to you, and I'd like to keep seeing you. But you need to understand my limitations as far as what I can offer you." Phoebe thinks about it for a moment.
"Not even --" she begins.
"No -- not even." Eli says, finishing her thought. Phoebe stops to think again.
"Eh, what the hell. Sex is over-rated anyway." Phoebe says, and Eli laughs.
"You don't believe that any more than I do." he says.
"No -- but something tells me you're worth it. And there's always that off chance that I could convince you to change your mind." Phoebe says.
"Yeah -- there always is that." Eli says, smiling at her, as he pulls her into a kiss.
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"Honey -- I am getting in the car right now, okay? Yes, I got everything you told me to get. Look, I know you all think you've got a really good handle on this potion, but I don't want you getting your hopes up. Alright -- I'll be home soon, I love you." Cole says, and he hangs up after talking on the phone to Paige and gets into his car. "Damn you Lilith, I'd vanquish you myself if I could." he says to himself, and reaches up and adjusts the rear-view mirror. Suddenly he recalls an early memory of his childhood . . . . .
"Cole . . . . . come on darling, we have to leave, she'll be back soon and she can't see that I've brought you here." Elizabeth says to a young Cole, about seven years old.
"Why are all of these mirrors here, mother?" young Cole asks, looking all around the room, fascinated. The cavern walls are covered in mirrors.
"That's where she keeps all of her powers. Come on sweetheart, I shouldn't have even brought you here, we have to go." Elizabeth says, and she takes his hand and they shimmer away . . . . .
"The mirrors. All we have to do is destroy the mirrors, and we destroy Lilith." Cole says to himself. He quickly starts the car and steps on the gas, now in a rush to get home. Driving as fast as he can, Cole doesn't see the large dog dart out of nowhere in front of his car until the last moment. He swerves to miss it, but is driving so fast he loses control of the car and swerves off the road, his car flipping over several times and landing in a ditch. The dog observes the accident site unscathed, and then changes form, turning into Lilith. She looks down at the wreckage and smiles to herself.
"Goodbye, Cole." she says out loud to herself, and then vanishes . . . . .