-|Fifteen Years Earlier|-

"Piper! Paige!" Phoebe called, bursting into the manor. She closed the door and ran upstairs, nearly bumping into her neice.

"Hey, Lily." she greeted. "Where's your mom?"

"She went out with Aunt Paige. They said something about going to Chinatown."

Phoebe rolled her eyes. Great, she thought. Just when she really needed her sisters, the other two-thirds of the Power of Three decide to go shopping.

"Aunt Phoebe, what's wrong?" Lily asked, concern filling her deep brown eyes.

Pheobe smiled reassuringly. "Nothing, honey. I just had some... sister stuff I needed their help with."

"Oh." Lily shrugged. She was the only child in the house full of doting grown-ups, and she loved it.

"Hey, Lily?" a voice came from the back of the house, "Could you come in here and hand me that wrench?"

Phoebe followed Lily into the kitchen, where she saw her brother-in-law lying under the sink. Leo was a handy-man, or at least that was what everyone who didn't know about the existance of magic - including Lily - believed.

"Here, Daddy." she said, handing him the tool. "Almost done?"

"Almost." he responded. He gave the pipe one last turn with the wrench. "Ok, Lil, try it."

Lily turned on the faucet, and water came spraying out of the pipe, soaking Leo. Phoebe and Lily burst out laughing. They waited a minute, then Phoebe turned off the water.

"Ha, ha, ha." Leo said dryly.

"Sorry, Dad," Lily said half-heartedly, still giggling uncontrollably.

"What happened here?" Piper asked from the doorway, trying to control her own laughter. Behind her, Paige was cracking up.

"Just get me a towel." Leo grumbled.

Piper, still smiling, complied. She returned a few minutes later and tossed Leo a towel. He dried himself as best he could, and then went upstairs to change clothes.

Phoebe, remembering that she had wanted to talk to her sisters, said, "Hey, can I see you two upstairs for a second?"

"Mom, can I go next door and play with Alisa?" Lily asked, senising that the adults wanted to be alone.

"Sure, honey." Piper said. "Be back by dinner time!" she called as Lily scampered out the door.

"I need to talk to you." Phoebe said. "I had a premonition. There was this demon-"

"Let me guess," Piper cut her off, "Big, brown and black, kinda ugly, growls a lot?"

"Yeah, how'd you know?" Phoebe asked.

"We kinda ran into him. I don't think he was too happy to see us." Paige said.

"Ran into who?" Leo asked. He came back into the kitchen wearing dry clothes, and stooped down to clean up the puddle on the floor as he listened to his wife describe what had happened.

Piper described the demon to him. "We saw him in a dark alley in Chinatown, holding a girl up against the wall. She got away, but there were scortch marks on her neck."

Leo nodded in recognition. "That's Boodov. He's an upper-level demon, he can burn witches just by touching them. He' s most famous for inciting a lot of the witch trials that happened in colonial times and before. He's the one that gave the people the idea of burning witches at the stake."

"Like Melinda Warren." Phoebe said.

Leo nodded. "Her, and thousands of others."

"Anything else?" Paige asked, wrinkling her nose at the thought that this demon could get any worse.

"Yeah. He's rumored to be working with a darklighter, Ramon."

"So how do we stop him?" Piper asked.

"You'll need a potion, and of course the Power of Three." Leo told them.

Phoebe looked at her sisters. "Allright, let's get to work."

|Late That Night|

"Okay, do we have everything?" Paige asked.

"Almost." Piper said.

"What are we missing?" Phoebe inquired.

"Not missing, per se." Piper answered, "but the potion needs another half hour to cool before it'll have any effect."

Just then, they heard a crash. Piper instinctively looked down the hall, in the direction of her daughter's bedroom. Almost immedeately, she realized with mixed feelings of relief and panic that the sound was coming from downstairs.

The sisters ran down to the first floor, and saw Boodov crashing through the front door. Piper tried to freeze him. He came out of it almost instantly, and hurled an energy ball at her, sending her crashing into the wall.

Paige helped her to her feet, and again Piper tried to freeze him. Again, it had no effect.

Phoebe ran over and did some martial arts moves on him. "Don't let him touch you!" Piper called.

Paige seeing that the demon was distracted, tried to run into the kitchen to get the potion. Boodov flung an energy ball in her irection, and she hit the wall only a few feet away from Piper.

Lily, hearing the noise, woke up and crept down the hall. She stood at the top of the stairs, where she could see everything, but no one noticed her. She gasped when she saw her father appear next to Paige in a swirl of white lights, but no one heard her.

Leo healed Paige, and helped her up. Just then, a darklighter appeared.

"Leo!" Piper called out. Leo turned just as the darklighter arrow hit him. He collapsed onto the floor, and Piper ran to him, tears falling freely down her face.

Paige tried desperately to heal him, but nothing happened. "It isn't working." she yealled infrustration.

"No." Piper called. "Damn you, Leo, don't leave me."

"Tell Lillian I love her." he said. Then he was gone.

Lily had heard the whole thing. She numbly sank down against the railing, shaking.

Piper got up and turned to face the demon. "You bastard." she said angrily, almost choking on the tears.

Paige put an arm around her sister, but Piper shrugged it off and attempted to blow up the demon.

Boodov just laughed. Piper ran at him, and he grabbed her, choking her. Paige and Pheobe tried to stop him, but they couldn't. By the time he released Piper, her body was covered in scortch marks. Paige tried to heal her as Boodov grabbed Phoebe. He twisted her arm behind her back, and a burn mark appeared where he'd touched her.

"No!" Paige called out as Phoebe dropped to the ground. Again, Boodov laughed. Paige tried to orb out, but found she couldn't. Tears formed behind her eyes, and then everything went black.

Boodov looked around the room, surveying the damage he'd caused and smiling with sick satisfaction. Lily hugged herself and hid at the top of the stairs, watching as he disappeared in the blink of an eye.

She got up and ran into her parents' room. She jumped onto the bed, sobbing, telling herself that this was all a bad dream, and went she woke up, Mom and Daddy and the aunts would be downstairs, talking and eating breakfast and going throught the usual morning routine, and everything would be back to normal. Finally, she cried herself to sleep.

When Lily woke up, her Uncle Darryl, the best friend of her mom and the aunts, was standing over her with two other police officers. "Where are they?" she asked. He picked her up, rocking her gently, and he knew he didn't have to answer. He just sat there, holding the little girl as they both cried.