CHARMED
5X11:  THE IMPORTANCE OF BEING PHOEBE
ORIGINAL AIR DATE ON WB:  01/12/2003
TRANSCRIBED FROM WB

Written by KRISTA VERNOFF
Directed by DEREK JOHANSEN

Transcript by Intrepid
Courtesy of http://www.webphilia.com/~anthology/wnp.html

Please do not archive without permission.

RATING:  TV-14-DLV
==========================
DISCLAIMER:  
==========================
"CHARMED", "The Charmed Ones" and other related entities are owned, (TM) and (c) 
by CONSTANCE M. BURGE, AARON SPELLING Television Inc (A Paramount / Viacom Co.) 
and WB (AOL Time Warner Company). All Rights Reserved.  This transcript was made 
without their permission, approval, authorization or endorsement.  Any 
reproduction, duplication or distribution of this material in any form is 
expressly prohibited.  It is absolutely forbidden to use it for commercial gain. 

Leave the headers/disclaimers in tact because it lists all those who have made 
this transcript possible for your enjoyment and provide a link back to the site 
where this file originated http://www.webphilia.com/~anthology/wnp.html

For corrections / inaccuracies, please contact the Transcriptionist at 
(intrepidly002@yahoo.com)
==========================
SUMMARY:  In another scheme to win back Phoebe, Cole uses his power to legally 
go after the deed to the Halliwell Manor in hopes of gaining control over The 
Nexus.
==========================
CHARMED
5X11:  THE IMPORTANCE OF BEING PHOEBE
==========================



FADE IN.

[EXT. STREET - DAY]

(PAIGE'S green VW bug travels along the street.)

PAIGE:  (v.o.)  Ok, so I had to stop at five herb shops, but ...



[INT. PAIGE'S CAR - DAY]

(PAIGE is driving her car while talking on her cell phone.)
PAIGE:  ... I finally found some eye of newt.  So if it's good enough for 
Shakespeare's witches, I think it'll help us put a serious dent in Cole.

INTERCUT WITH:

[INT. MANOR - KITCHEN-- DAY]

PHOEBE:  Look, we've tried everything to vanquish him, but nothing works, ok?  
So, I just say we watch our backs and get on with our lives.  Speaking of which, 
do you think eye of newt would work on the woman that's trying to sue me?

PAIGE:  Is she demonic?

PHOEBE:  Well, she's demonically stupid.  Paige, I am seriously worried that I'm 
gonna lose my job over this.

PAIGE:  For giving bad advice in your column?

PHOEBE:  No, the advice wasn't bad.  I never told her she should leave the guy 
at the altar.

PAIGE:  Either way, what happened to freedom of the press?

PHOEBE:  Well, apparently, some dirt-bag lawyer is finding a way around it.

(Cut to PAIGE'S VW continuing to travel down the street.  Standing off to the 
side of the road is DEX, a demon.  He sees PAIGE and subtly lifts and turns his 
hand.  Immediately, PAIGE'S car blows and she loses control over the vehicle as 
it turns wildly across the street lanes.)

(PAIGE screams as she tries to get control back over her car.)

(PHOEBE, who is still on the phone, is alarmed.)

PHOEBE:  Paige?  

(A blue car, traveling in the opposite direction, gets in PAIGE'S way.  PAIGE 
crashes into the blue car.  Both cars come to a halt in the middle of the 
street.)

PHOEBE:  Paige, are you ok?

(DEX watches the accident and is pleased.)

PHOEBE:  (on telephone)  Paige!  Can you hear me?  Paige?

(The driver of the blue car is regaining consciousness.  PAIGE is still out 
behind her wheel.)

PHOEBE:  Paige?  Are you ok?  Paige!

CUT TO:



[EXT. SAN FRANCISCO CITY (STOCK) - DAY]

(Camera fast forwards through the city.)



[INT. DEMONIC STRIP BAR -- DAY]

(Demonic Women dance on stage.  COLE sits in the audience watching them dance.)

(DEX appears in the middle of the strip bar some distance near COLE.  He walks 
toward COLE and stops in front of him.)

DEX:  Cole.

(COLE pulls his attention away from the dancer in front of him.  He looks at 
DEX.)

COLE:  How'd it go?

DEX:  It was beautiful.

COLE:  Was the other driver hurt?

DEX:  Oh, yeah.

COLE:  Good.  

(COLE smiles.  He lifts his martini glass and empties it.)

DEX:  Now all you gotta do is a little mind-control on the witnesses and maybe a 
cop, and we're golden.

(COLE gets up.  A blond-haired Demonic Dancer rushes over and pushes him back 
down to his seat.  She leans over him, keeping him there.)

KAIA:  No time for one little dance?

COLE:  I was waiting for you earlier.

KAIA:  I'll make it up to you.

(DEX leans in to call COLE away from KAIA, but COLE remains where he's seated.  
KAIA takes a few steps back and stands in front of COLE.)

DEX:  Boss ...

(COLE settles back into his seat.)

COLE:  You know what I want.

(KAIA smiles sultrily at COLE, waves her hands in front of her face, and 
transforms into PHOEBE.)

(She straddles COLE and starts to dance.)

FADE TO
END OF TEASER
ROLL TITLE CREDITS

(COMMERCIAL SET)



FADE IN.

[EXT. SAN FRANCISCO CITY (STOCK) -- DAY]

[EXT. SAN FRANCISCO MEMORIAL HOSPITAL (STOCK) -- DAY]



[INT. SAN FRANCISCO MEMORIAL HOSPITAL ROOM -- DAY]

(PAIGE is in the hospital bed.  PIPER sits next to her.)

PIPER:  Are you sure you don't wanna call Leo?

PAIGE:  No, no, it's just a mild concussion, and, besides, I don't deserve to be 
healed.  I know better than to talk on the phone and drive.  I don't know what I 
was thinking.

PIPER:  Do you remember what happened?

PAIGE:  I was speaking to Phoebe, and then the next thing I know, the car just 
started spinning out of control.

(PHOEBE groans.)

PHOEBE:  It's kinda like my career.

PAIGE:  Oh, honey, it's not that bad, is it?

PHOEBE:  I think it is.  The newspaper's lawyers wanna meet with me, and I don't 
think it's because they're huge Phoebe fans.

PIPER:  Well, I'll see you your career and raise you my club.  The health 
inspector's coming back today, and the plumbing just exploded--again.

PAIGE:  What is going on with us?  Is mercury in retrograde?

PHOEBE:  Have you thought about using a magical band-aid?

PIPER:  I'd do it in a heartbeat if I wasn't afraid of the personal gain 
consequences.

PHOEBE:  See, this is why demons always have the upper hand.  You know?  I mean, 
they can use their magic whenever they want to.

PAIGE:  Yeah, well, you know, that's what separates good from evil.

PHOEBE:  Yeah, I know that, but it's still very tempting.  I mean, you could fix 
your plumbing, I could turn some lawyers into toads.

PIPER:  Aunt Phoebe, little wiccans have very big ears that can hear you.

(PHOEBE climbs up onto the hospital bed and settles herself between PAIGE and 
PIPER.)

PHOEBE:  Oh! I'm sorry, baby!  I was only kidding!  Mostly.  (to PAIGE)  So, 
you're gonna be ok, because I have to go get fired now.

PAIGE:  You are not getting fired, and I'm fine.

PHOEBE:  From your mouth to god's ears.  (PHOEBE kisses PAIGE'S forehead, turns 
and talks to PIPER'S tummy.)  Ok, bye, my little niece.

PIPER:  You're smashing me.

PHOEBE:  I love you.

PIPER:  (playfully)  Get off me.

(PHOEBE leaves the room.)

PAIGE:  This is no segue, but you and I need to talk about vanquishing Cole.

PIPER:  'Cause we don't have enough problems at the moment?

PAIGE:  No, because he's actually our biggest problem at the moment, ok?  Look 
at Phoebe. He's totally beaten her down.

PIPER:  I don't know, she seemed kind of cheerful considering the state of her 
career.

PAIGE:  Yeah, That's this wonderful thing called "denial."  Ok? The Phoebe I 
know would never roll over for lawyers like that.  And this morning when I was 
talking to her about vanquishing Cole, she told me I was wasting my time.  I'm 
telling you, she is off.

PIPER:  All right.  Ok, all ready.  We'll--we'll spend the afternoon with our 
noses in potions, but can I go save the sole source of our income first?

PAIGE:  Yeah, go.  I'll see you later.

PIPER:  Are you ok to orb?

PAIGE:  I am perfectly fine to orb.  Go.

PIPER:  All right.

(PIPER leaves.  PAIGE gets up off of the bed and picks up her clothes.  There's 
a knock on her hospital door.)

MAN:  (o.s.)  Paige Matthews?

PAIGE:  Yeah?

(PAIGE turns around and sees a couple of police officers in the doorway.)

OFFICER:  You're under arrest.

CUT TO:



[EXT. COLE'S OFFICE BUILDING - DAY]



[INT. COLE'S OFFICE -- DAY]

(DEX apprises COLE of the status of their plans.)

DEX: Felony hit and run.  She's going down.

COLE:  And P-3?

DEX:  Well, Health Inspector's there.  Our guys are in place.

COLE:  Well done.

DEX:  Ohh, I gotta say, using the law to bring down The Charmed Ones was genius, 
sir.  They'll never figure it out.

COLE:  Oh, they will figure it out.  It'll just be too late.

(COLE looks down at the blueprints of the HALLIWELL MANOR which are spread out 
on his desk.)

COLE:  The Halliwell Manor, the doorway to the spiritual nexus.  All the power 
that we need.

DEX:  Oh, man, right under the witches' house.  Who knew?

COLE:  I did.

DEX:  Is that why they're so damn strong?

COLE:  Eh, partly.  The Nexus packs a punch, but the power can go either way.  
In good hands, good gets a power boost.  But when we tap into it, evil spreads.

DEX:  How far?

COLE:  Far enough.  The police ... the politicians ... and Phoebe.  She will be 
consumed by evil, and she will finally give in to our love, and then I'll 
torture and kill her sisters, and we'll live happily ever after.

DEX:  Sir, I thought the point of all this was to give you the power to 
reorganize the underworld above ground.  

COLE:  Yes, it is, it is.  But to be united, evil must have a happy leader, and 
for me to be happy, I need ... 

(The door opens and PHOEBE walks in.  She's carrying a picnic basket.  COLE 
stands up.)

COLE:  Phoebe, what are you doing here?

KAIA (AS PHOEBE):  I came to see you, baby.  I thought we could have a little 
picnic.

(Although she looks like PHOEBE, she doesn't sound like PHOEBE.  She heads 
straight for COLE.  She puts her picnic basket down and kisses COLE.)

KAIA (AS PHOEBE):  Mmm...

(DEX watches.  COLE pushes "PHOEBE" away from him.)

COLE:  (coldly)  Kaia, what the hell do you think you're doing?

("PHOEBE" morphs into KAIA.  KAIA starts to twirl her hair around her finger.)

KAIA:  Damn, how'd you know it was me?

COLE:  Well, for starters, Phoebe hates me, and she doesn't drink, and she uses 
a little less tongue.

DEX:  Since when does a stripper follow a guy back from work?

COLE:  Hey, hey, hey, Dex, go easy.  She's got a little crush.

DEX:  With all due respect, sir, Kieran demons are manipulative vixens, and this 
one has an agenda that goes way beyond "a little crush."

COLE:  Sure ... she can smell power, can't you, Kaia?  Maybe she wants to be my 
new queen.

KAIA:  Just send this one away, and I'll prove my worth.

COLE:  I'm afraid I can't.  I'm in love with someone else.

KAIA:  But I can give her to you.  I can be her.

COLE:  No.  You're good for the occasional dance, but beyond that I need the 
real thing.

DEX:  All right, you heard him.  Get out and stay gone.  Otherwise, I'll make 
sure you do.

(KAIA pouts and heads for the door.  COLE stops her.)

COLE:  Not like that.  Go out the way you came in.  In this office, we keep up 
appearances.

(KAIA morphs into PHOEBE.)

KAIA (AS PHOEBE):  You want me  ...  I can feel it.

(She walks out the door.)

DEX:  Insolent.

(COLE sits back down.)

COLE:  Hot, though.

CUT TO:



[INT. P3 -- DAY]

(The Health Inspector stamps "Condemned" on the paperwork for PIPER'S place.)

PIPER: Oh, no no, no, no.  Don't do that.  Come on, you've gotta give me another 
chance.

HEALTH INSPECTOR:  And why is that?

LEO:  Because ... because, because ... because we've been in business nearly 
four years and we haven't failed an inspection yet.

HEALTH INSPECTOR:  Well, I'd have to disagree with that, Mr. Wyatt.  You failed 
two this week.

PIPER:  Yeah, but this week has been bad, like, strangely bad, and we'll have 
the plumbing fixed tomorrow, so ... can't you just come back then?

HEALTH INSPECTOR:  Well, your record has been impeccable until now - 

(The HEALTH INSPECTOR looks down and sees something scamper by.)

HEALTH INSPECTOR:  Whoa!  Hello.  

(PIPER looks down and gasps.  She sees a rat scurrying across the base of the 
bar.)

HEALTH INSPECTOR:  Rats, too.

PIPER:  No! No, we don't have rats!  We--they don't live here!  They're just--
they're just trying to ruin my life.

HEALTH INSPECTOR:  Rodent infestation takes longer than a day to clear up.  
Close down, address the problem, and we'll schedule another inspection in a few 
weeks.

PIPER:  I won't need another inspection in a few weeks, because if I stay closed 
that long, I'll be out of business.

HEALTH INSPECTOR:  Sorry. There's nothing I can do.

LEO:  All right, well, I'll show you out.

(LEO escorts the HEALTH INSPECTOR to the door.  PIPER grabs the broom and starts 
whacking the rat.)

PIPER:  (angry)  Where are you?  (whack)  I hate you, I hate you.  (whack)  Go 
home! Get outta here, you plague-spreading, club-ruining rodents!  (whack)  I 
will get you!  

(PIPER throws out a hand and "blasts" the rat ... or rather misses the rat and 
decimates the chair leg.)

LEO:  Piper, what are you doing?

PIPER:  Diminishing the rodent population, obviously.

LEO:  Come on, honey, we're gonna get through this.

PIPER:  Yeah, we will, but the club won't.  (They sit down.)  How can this be 
happening?  I mean, I know I've neglected the club since I've been pregnant, but 
not this much!

LEO:  These things happen.  It's just bad luck.

PIPER:  No, it is more than bad luck, it is sabotage. It is ... (PIPER thinks 
about it.)  ... it's demonic.

LEO:  What?

PIPER:  Well, yeah.  Phoebe's lawsuit ... Paige's accident ... no, that's it.  
It's all part of it.  It has to be.

LEO:  Why?

PIPER:  Because I said so and, if not, we're losing the club, which is just not 
an option.

(PIPER stands up and starts climbing the stairs.  LEO follows her.)

(As soon as they leave, the two rats in the middle of the floor morph into two 
demons.)

RAT DEMON #1:  Damn. She missed me by this much.

(The two rat DEMONS blink out of the club.)

CUT TO:



[EXT. POLICE STATION - DAY]

OFFICER:  (v.o.)  This way please, Miss Matthews.



[INT. POLICE STATION -- DAY]

(The officer escorts PAIGE to the photo area.  MORRIS stands nearby watching.  
The OFFICER goes back to the camera to take the picture.)

OFFICER:  No film.

DARRYL:  Why don't you try the file in the cabinet?  (He looks at PAIGE.)  She's 
not going anywhere.

PAIGE:  Why?  Why am I not going anywhere?  You've always helped us before.

DARRYL:  With your other problems.  This is not "others".

PAIGE:  I am not so sure.

DARRYL:  Paige ...

PAIGE:  I didn't do what they're saying I did.  And if anybody's trying to set 
me up, it would be a de -- others!

DARRYL:  Officer Garcia is not others, nor is he in league with any others.  
He's a good cop, and he has saved my ass on many an occasion.

PAIGE:  Oh, my god, I think I see what's going on here.  Phoebe's lawsuit, 
Piper's club.  You have to get me out of here, otherwise it's just gonna get 
worse!

DARRYL:  Listen, I am a lieutenant now.  I can't just bend the rules like I used 
to.

(PAIGE sighs.  The OFFICER returns with the film and starts to reload the 
camera.  DARRYL hands PAIGE her ID sign for her picture.)

DARRYL:  Even if I could, this is legal problems, you know?  I--I can't just 
make those go away.

(Camera holds on PAIGE.  She looks grim.  She holds up the ID sign and the 
OFFICER snaps the picture.)

(Cut to:  PAIGE'S picture in black and white.)

CUT TO:



[INT. THE BAY MIRROR - ELISE'S OFFICE -- DAY]

(PHOEBE meets with ELISE.)

ELISE:  We can't just make it go away.  She has a strong case for malice.

PHOEBE:  I don't understand. How does she have a strong case?

ELISE:  She's claiming that as a result of your own bitter divorce, you've made 
it your mission to destroy other marriages.

PHOEBE:  That is ridiculous.

ELISE:  (reading)  "If you have any doubts, any doubts at all, I suggest you 
flee at the speed of a baby cheetah at suppertime."

PHOEBE:  I was using hyperbole. 

ELISE:  I know that, but she's collected dozens of similar clips, and she's 
threatening to go to the press with her story.  And, as a newswoman, I can tell 
you ... (chuckles) ... It's a good story.

PHOEBE:  Ok, well ... isn't controversy good for sales?

ELISE:  It may be good for The Enquirer, but I've worked very hard to build this 
paper into a respectable news source.

PHOEBE:  Can't we just pay her off?  We have to have insurance for this type of 
thing, right?

ELISE:  She doesn't want money!  She wants you fired! It's like she's on some 
kind of vendetta.  I'm sorry, Phoebe.  I have to suspend you without pay while 
our lawyers try to work this out.

(PHOEBE stands up and turns around to leave.  Suddenly it occurs to her.)

PHOEBE:  Cole.

ELISE:  Excuse me?

CUT TO:



[INT. MANOR - LIVING ROOM / MAIN HALL -- DAY]

(PIPER opens the front door.)

PIPER:  Darryl, have you heard from Paige?  'Cause she was supposed to come 
straight home from the hospital, but--

DARRYL:  Paige is in jail.  Look, we tried to call you, but--

PIPER:  What?  What?  For--what for?

DARRYL:  Reckless endangerment and felony hit and run.

PIPER:  What?

(PAIGE orbs in to the main hall ... right in front of DARRYL.   He looks at 
PAIGE, clearly unhappy with her "escape".)

PAIGE:  Oops.

DARRYL:  You have got to be kidding me.

PIPER:  Paige, Darryl said you were in jail.

PAIGE:  Oh, I am.   I mean, I--I was.  I will be, just as soon as I figure out 
what demon is doing this to me.

DARRYL:  You just disappeared from jail?

PAIGE:  No! I put pillows in the bed first.  (DARRYL looks at PAIGE.)  It always 
worked at my parents' house.

DARRYL:  (He explodes.)  Paige!

PAIGE:  What?  You weren't gonna help me, so I had to help myself.  Whether you 
believe it or not, there is a demon behind this.

DARRYL:  At 2:00, they're gonna come get you for your bail hearing.  If you're 
not there, that's my ass.  Everybody knows we're friends.  They're gonna just 
think I just let you go.

PAIGE:  (nods)  I will be there at 2:00.

(DARRYL looks at PIPER.  PAIGE nods her head.  DARRYL sighs and heads for the 
front door.  Without another word, he leaves the house.)

PIPER:  (to DARRYL)  See ya.

(PIPER closes the door.)

PAIGE:  Ok, he hates me.

PIPER:  Yeah, he does, but for what it's worth, I'm with you.  Leo's doing The 
Elder thing.

PAIGE:  Oh. Let me guess.  You didn't pass inspection.

PIPER:  Nope.

PAIGE:  Let's just cut to the chase, shall we?  Our problems are legal, right?  
Who's the only demonic lawyer that we know?

PIPER:  Cole.  And he has gone off the deep end lately, but how is ruining our 
lives gonna help him get Phoebe back?

PAIGE:  I don't know, but until we figure it out, we should keep her out of it.

CUT TO:



[INT. COLE'S OFFICE -- DAY]

(COLE'S office door opens and PHOEBE bursts in.)

PHOEBE:  You slimy son of a bitch!

COLE:  Phoebe, is that you?

PHOEBE:  What're you, evil and blind?  Yeah. It's me!  Look. Why don't you just 
admit that you're behind this.  (COLE casually covers the Halliwell Manor 
blueprints on his desk from her view.  PHOEBE continues to rant at him.)  Admit 
it so I can use magic to fight you.

COLE:  I don't know, uh, I don't know what you're talking about.

(PHOEBE turns around and shuts the office door.  She walks up to COLE'S desk.)

PHOEBE:  Look, Cole.  My career is the most important thing to me.  Ok? So, is 
that your plan?  To take it away from me?  So that I come running to you for 
comfort?

COLE:  (deadpans)  Phoebe, I love you, and I don't know what's going on, but ... 
maybe I could help.  Would you like me to kill someone for you or ... you're--
you're boss, perhaps?

(PHOEBE scoffs at his sarcasm and starts to throw the paper on his desk up all 
over the place.)

COLE:  Hey.  Hey.  Hey. Hey. Hey.  Hey. Hey!

PHOEBE:  I might not be able to use magic, but--

COLE:  (interrupting)  You're sexy when you're mad, you know.  I can't wait 
until I get to kiss you again.

PHOEBE:  Cole, I will never be with you again.  I hate you.  I hate you.  Do ya 
get that?

COLE:  Hate is good.  It's passionate.  Intense.  It's--it's -- it's a breath 
away from love!

(PHOEBE laughs.)

(She grabs a file on his desk and tosses it up in the air at COLE'S smiling 
face.  She turns around and heads out the office door.)

COLE:  Ah, she's great.

(The office door slams shut.)

CUT TO:



[INT. COLE'S OFFICE - HALLWAY - DAY - CONTINUOUS]

(PHOEBE storms out COLE'S office and down the hallway toward the elevators.  
Sitting on the couch in the waiting room and reading a "Tempo" magazine is KAIA.  
She watches as the real PHOEBE walks by.)

CUT TO:



[INT. COLE'S OFFICE - DAY - CONTINUOUS]

(KAIA opens the door and walks into COLE'S office.  COLE is amusing himself with 
the timepiece on his desk.)

COLE:  (without looking up)  What do you want?

KAIA:  Just to give you what you want.

(KAIA morphs into PHOEBE, exactly as she was in the office.  This has COLE'S 
attention.  He looks at KAIA.)

CUT TO:



[INT. COLE'S OFFICE - HALLWAY - DAY - CONTINUOUS]

(Camera opens on the elevator as it slowly heads up the floor.  PHOEBE watches 
the numbers and gets impatient.  She heads for the stairs.)

(The door to the stairs close.)

(The elevator doors open.  PAIGE and PIPER walk out.)

PIPER:  So what are we gonna do?

PAIGE:  We're gonna tell him we're on to him and it's not gonna work!

(PIPER and PAIGE head for COLE'S office.)

[INT. COLE'S OFFICE - DAY -- CONTINUOUS]

(They round the corner and their jaws drop.)

(PHOEBE is sitting on COLE'S desk, under COLE.  They're devouring each other 
passionately.)

(Camera holds on PIPER and PAIGE'S shocked faces.)

FADE TO BLACK.

(COMMERCIAL SET)



FADE IN.

[EXT. OFFICE BUILDING - DAY]



[INT. COLE'S OFFICE - HALLWAY - DAY]

(PIPER and PAIGE walk out into the hallway just outside COLE'S office.  They're 
stunned.)

PAIGE:  I can't believe I saw what I just saw.

PIPER:  Well, believe it 'cause I saw it, too.  

PAIGE:  But how? Why is she kissing him?

PIPER:  I don't know, but I say we go back in there and we pull her out by her 
hair.

(PIPER turns around.  PAIGE grabs her.)

PAIGE:  No. No.  We can't make a scene.  Ok. We need a plan.  

PIPER:  Ok ... here it is.  We go home, we vomit ... 

PAIGE:  ... and?

PIPER:  That's all I got so far.

(PIPER heads for the elevator.)

PAIGE:  Ok.

(PAIGE follows.)

CUT TO:



[INT. COLE'S OFFICE - DAY - CONTINUOUS]

(COLE steps away from KAIA.)

KAIA (AS PHOEBE):  Oh, come on, baby.  It was just getting good.

COLE:  Not good enough.  You'll never be as good as the real Phoebe and you 
should stop trying.

KAIA (as PHOEBE):  You're right.  I'll never be as good.  I'll be better.  I 
know tricks the real Phoebe's never even heard of before.

COLE:  I've been patient with you ... up until now.  This is the last time I'm 
gonna say this.  Leave and don't come back.

("PHOEBE" morphs back into KAIA.)

KAIA:  You don't know what you're missing.

(KAIA walks out of COLE'S office.)

CUT TO:



[INT. COLE'S OFFICE - HALLWAY / ELEVATOR - DAY - CONTINUOUS]

(DEX is standing in front of the elevator.  He turns and sees PHOEBE walk out of 
the stairwell.  He grabs her, not knowing that it's the real PHOEBE.  He pulls 
her to the side.)

DEX:  Hey!  What did I tell you!  Cole has some serious work to do and I will 
not have you distracting him.

PHOEBE:  Cole?  What the hell?  Who are you?!

DEX:  Hey!  Get it through your thick head.  The leader of the underworld will 
never have a whore ... as his queen.

PHOEBE:  (appalled and getting angry)  Did you just call me a whore?

DEX:  I ...

(At that moment, the elevator doors open and KAIA walks out of the elevator and 
heads out the building.  DEX sees KAIA.  He looks back at PHOEBE and realizes 
that this is not KAIA.)

DEX:  I ...

(Not knowing how to fix it, he transports them both out of the building.)

CUT TO:



[EXT. MANOR - DAY]



[INT. MANOR - MAIN HALL - DAY]

LEO:  There's not--there's no ... are--are you sure?

PAIGE:  Leo, we saw Phoebe and Cole tongues locked, hands groping all over each 
other.

(PAIGE shivers at the thought.)

LEO:  Ok. Didn't need the visual.

PIPER:  Well, maybe he has her under some kind of mind control.  I mean, he can 
do that.  That's possible. Right?

LEO:  Right.  I think right now he could do pretty much anything he wanted.

PIPER:  Why? What do you mean?

LEO:  Well, The Elders have sensed a major surge in demonic activity, and they 
think that evil is organizing under a new leader.

PAIGE:  Oh. That's just great because the last time Cole was the leader of the 
underworld, he took Phoebe as his queen and we were completely blind-sided by it 
that time, too.  Oh, my god. That's why she didn't want me to try to vanquish 
him.

PIPER:  She was talking this morning about being tempted?

PAIGE:  She was trying to warn us, and we didn't even see it.

PIPER:  Ok. This just cannot be happening, people.  I mean, Phoebe would not do 
this to us.  I mean, it cannot, cannot, cannot be happening.

LEO:  Ok. Let's just calm down.  Ok. The last time Phoebe was evil, she was 
under the influence of her demonic pregnancy.

PIPER:  So what? You're saying that you think she's pregnant again?

LEO:  No! I just think that maybe we're underestimating her.  Maybe there's 
something that we're missing.

PAIGE:  We saw what we saw.

LEO:  Ok. Well, maybe she was under a spell, or--or maybe there was some 
information that she wanted and she was using sex as a tool?

PIPER:  Ok.  I like the sound of that.  Slutty and manipulative.  That's better 
than evil any day.

LEO:  So, let's not panic.  Let's talk to Phoebe and give her a chance to 
explain what's going on.

(PIPER sighs.)

LEO:  By the way, Darryl called.

(The hallway grandfather clock starts to chime.  They turn around and notice the 
time.  It's two o'clock.)

PAIGE:  Oh.

CUT TO:



[INT. POLICE DEPARTMENT - CELL BLOCK -- DAY]

(Under the blankets, PAIGE orbs back into her cell block.)

DARRYL:  She's not ready yet.

GUARD:  The Judge won't wait.

DARRYL:  Paige?

(The GUARD unlocks the cell door.)

PAIGE:  Oh. Hey, guys.  What took ya so long?

(PAIGE pushes the blanket aside and gets up.  She fixes her hair and walks out 
of the cell.)

(She glances at DARRYL as she walks by him.)

PAIGE:  (o.s.)  Coming Darryl?

(DARRYL follows.)

CUT TO:



[EXT. APARTMENT BUILDING - DAY]

PHOEBE:  (v.o.)  Ugh.  Ow!



[INT. COLE'S APARTMENT -- DAY]

(DEX has a hold of PHOEBE.)

DEX:  I wouldn't have to hurt you if you'd stop trying to get away.

(COLE appears in the apartment.)

COLE:  What happened?

DEX:  I -- I mistook her for the other one.  And--and I said too much.  I 
thought I'd bring her here until the end of the operation.

COLE:  Ah.  Good thinking.

DEX:  (relieved smile)  Yeah.  (COLE powers up a powerball and throws it at DEX.  
DEX is gone.)  Aaagh!

PHOEBE:  Well, as much fun as this has been ...

(PHOEBE turns around and heads for the elevator doors.)

COLE:  I'm sorry, Phoebe, but Dex is right, I can't let you leave.

PHOEBE:  Leo?!

COLE:  Save your voice.  This place is magically protected.  I can't have you 
people sensing what I doing in here 

(COLE holds out his hands and a red force field goes around the windows and 
doors.)

COLE:  ... and now ... all the windows and doors are blocked.  

(PHOEBE looks away from COLE as he stops next to her.)

COLE:  And please, sweetie, just trust me on this one.  I don't want you getting 
hurt trying to escape.

PHOEBE:  All right.  Don't call me "sweetie".   You can't hold a person prisoner 
and then call them "Sweetie".

COLE:  Oh ... You know ...

(COLE puts and arm around PHOEBE'S waist.)

PHOEBE:  Ugh.

(He starts walking her back into the room.)

COLE:  I didn't intend this.  I just can't have you running off to your sisters 
and protecting The Nexus. Ok?  It is way too important to us.

(COLE sits PHOEBE down at the table.  COLE sits in the chair facing PHOEBE.)

PHOEBE:  Wait. The Nexus?

COLE:  Dex didn't tell you about that?

PHOEBE:  No ... no, he didn't.  He just told me you were trying to re-organize 
the underworld.

COLE:  Oops.  Don't be mad.  I only want the Nexus so that you can come back to 
evil and we can be together.

PHOEBE:  (scoffs)  Cole--

COLE:  I'm so sorry I had to involve your work.  I just needed you distracted 
while I ruined Piper's club and put Paige in jail.

PHOEBE:  Paige is in jail?

(COLE stands.)

COLE:  Listen. I'd love to stay and chat but all things considered, I need to 
speed up my plan.

PHOEBE:  Look, Cole, my sister's are gonna realize that I'm missing and Leo is 
gonna try to sense me and when he can't, they're gonna come straight to you.

(COLE laughs.)

COLE:  Um, look, thanks for the concern, but I think I've got my bases covered.

(COLE waves his hand and "PHOEBE" appears.)

KAIA (as PHOEBE):  (giggy)  I knew you'd want me again.

COLE:  (looking at PHOEBE)  Ignore her.

(PHOEBE stands up and steps around the table.)

PHOEBE:  Oh ... my god.

KAIA (as PHOEBE):  Oh, no.  Not god.  Kaia.

COLE:  (to KAIA)  Just listen to her voice.

PHOEBE:  You're sick.  You know that?  You need help.  I mean, are you sleeping 
with me?  I mean, her--wit--

KAIA (as PHOEBE):  (in PHOEBE'S voice)  You're sick, you know that?  You need 
help.

COLE:  Good.

PHOEBE:  Oh, my god.

KAIA (as PHOEBE):  (in PHOEBE'S voice)  Oh, my god.

COLE:  Excellent.  Come on, Kaia.

(COLE heads for the elevator.  He stops and picks up PHOEBE'S purse.)

COLE:  Ooh, I'm gonna need this.  (to PHOEBE)  There's some leftover Chinese 
food in the fridge.

(The elevator doors close.)

CUT TO:



[INT. COLE'S PENTHOUSE - ELEVATOR - DAY - CONTINUOUS]

KAIA (as PHOEBE):  So if you don't want me, then what do you want?

COLE:  I want you to go to Phoebe's house and pretend to be her for a while.  Do 
your job well, and you'll be amply rewarded.

(KAIA starts playing with her hair.)

KAIA (as PHOEBE):  For a while?  Why not just get rid of her, and I could take 
her place forever?

COLE:  Aside from the fact that I love her, Phoebe is a Charmed One.  She's 
protected by her powers.  You can't just kill her, so don't get any silly ideas 
and stop playing with your hair!  Phoebe's more sophisticated than that.  

(KAIA puts her hand down and she stops fidgeting.  COLE hands her PHOEBE'S 
purse.)

COLE:  Now, go to the house and lay low for a while.  I just need a little time 
to speed things up.

(COLE disappears.  KAIA resumes playing with her hair.)

CUT TO:



[EXT. HOSPITAL - DAY]



[INT. HOSPITAL ROOM -- DAY]

(COLE appears in the hospital room of the driver of the other car that hit 
PAIGE.  The woman turns to look at COLE.)

COLE:  Did you sustain your injuries in an accident with Paige Matthews?

DRIVER:  Um ... yeah.  I guess that was her name.  What are you, a lawyer?

COLE:  Yeah.  That and other things.

DRIVER:  What?

(COLE puts his hand on her forehead.  The DRIVER gasps.  Something black and 
evil runs from COLE'S hands through her veins.  She stops breathing.  COLE 
removes his hand.)

COLE:  Sorry.  Nothing personal.

CUT TO:



[INT. MANOR - MAIN HALL / SITTING ROOM -- DAY]

(The front door opens and PHOEBE walks in.  PIPER meets her at the door, her 
hands on her hips.)

KAIA (AS PHOEBE):  Oh. Uh ...  Hi, Piper.

PIPER:  Don't you "Hi, Piper" me.  I saw you!

LEO:  I thought you were gonna be calm?

PIPER:  I am calm.

KAIA (AS PHOEBE):  You saw me what?

PIPER:  Don't act like you don't know what I'm talking about.

KAIA (AS PHOEBE):  No, uh, trust me, it's not an act.

PIPER:  We saw you ... making out with Cole.

(KAIA (AS PHOEBE) scoffs.)

KAIA (AS PHOEBE):  Ok. Well, that's just not possible, you see, because ... I'm 
pretty sure that I hate Cole. Right?

PIPER:  Phoebe!  I am pregnant, I am emotional, and I am freaking out.  And if 
you are back together with Cole then that is just fine, but do not deny what I 
just saw.

KAIA (AS PHOEBE):  (confused)  All right.  Then, uh ... I'm back together with 
Cole.

LEO:  What?

PIPER:  What?!  How can you say that?

KAIA (AS PHOEBE):  Well, I thought you said it was fine?

PIPER:  Well, I didn't mean it, and for god's sakes, the man mummified you.

KAIA (AS PHOEBE):  Whoa.  Seriously?

LEO:  Ok. Something's not right.  Her memory seems gone.

PIPER:  Ok. That's a good sign.  Now, Phoebe, try and focus.  Does Cole have you 
under some kind of spell?

KAIA (AS PHOEBE):  Maybe.

PIPER:  Maybe.  Maybe is good.  Because magic we can fight.  Lust, desperation, 
insanity, we cannot fight, but magic we can fight.

LEO:  Unless you've used your powers for evil.

PIPER:  Which you haven't.  Have you?

KAIA (AS PHOEBE):  No!  No, I don't think so, and that would be the worst thing 
ever, right?

LEO:  Well, yeah. We couldn't bring you back from that.

KAIA (AS PHOEBE):  Ok. So, this is what we have to do.  You have to take away my 
powers so I don't misuse them.

PIPER:  Yes!  She's not evil.  You're not evil.

LEO:  Uh-uh.  So you think Cole has you under his control?

KAIA (AS PHOEBE):  Well, yeah, and why else would I have kissed Cole?  Oh, my 
god.  What has he done to me?

(KAIA sits down.)

PIPER:  Oh, no, honey.  It's gonna be ok.  (She starts to play with her hair.)  
It's gonna be ok once you take away my powers.  You know, just to be safe.

LEO:  Piper, if you take away her powers, she's gonna be really vulnerable.

KAIA (AS PHOEBE):  But you guys can protect me, right?

LEO:  Well, I don't know.  If Cole is re-organizing the underworld, you're gonna 
need the power of three.

PIPER:  No. As long as we're the ones that take it way, we can bring it back, 
but if Cole's got Phoebe under his control ...

KAIA (AS PHOEBE):  Yes. She's right.  I am my own worst enemy.  The sooner we 
weaken me the better.

CUT TO:



[INT. COLE'S APARTMENT -- DAY]

(Stuck in the apartment, PHOEBE throw a candlestick at the balcony windows.  The 
candlestick bounces back without breaking anything.)

PHOEBE:  Leo!

(PHOEBE looks up and sees the vent.  She jumps and grabs ahold of the vent and 
tries to open it.)

CUT TO:



[INT. MANOR - SITTING ROOM -- DAY]

(PIPER sits in front of PHOEBE.  She's holding a notebook with the spell she 
just wrote.  LEO paces the floor behind them.)

PIPER:  
     This witch's power cannot fight
     the lure of evil magic's might.
     Before misuse lands her in hell,

CUT TO:



[INT. COLE'S APARTMENT -- DAY]

PIPER:  (v.o.)
     Remove the powers of Phoebe Halliwell.

(As the spell is read and cast, the power inside PHOEBE is removed in a golden 
orb of light.  PHOEBE is still hanging from the vent.  When her powers leave 
her, PHOEBE falls back to the floor, unconscious.)

FADE TO BLACK.

(COMMERCIAL SET)



FADE IN.

[EXT. MANOR - DAY]



[INT. MANOR - CONSERVATORY - DAY]

PIPER:  Well, it wasn't my best work, but it should've done the trick.  Are you 
ok?

LEO:  How do you feel?

KAIA (AS PHOEBE):  Um ... fine?

PIPER:  So, the spell worked?

KAIA (AS PHOEBE):  Why wouldn't it?

LEO:  You know, maybe you should try it out.  Try levitating.

(KAIA stands up and takes a breath.  She raises her hands high above her head.  
PIPER and LEO look at her strangely.)

PIPER:  What are you doing?

KAIA (AS PHOEBE):  What?

(She laughs.)

KAIA (AS PHOEBE):  Well, I just thought I'd try everything.

(KAIA sits back down on the seat and starts playing with her hair.)

LEO:  So, you can't levitate?

KAIA (AS PHOEBE):  No. Apparently not.  That means the spell worked, right?

PIPER:  I don't know.  You're still kinda weird.  Maybe the spell had a side 
effect?  

KAIA (as PHOEBE):  Or maybe I just feel sick because I had to kiss Cole.

PIPER:  Ah. That's my girl.

KAIA (as PHOEBE):  Yeah. Maybe I need to go and rest for a little while.  You 
know?

LEO:  That's a good idea.

CUT TO:



[INT. MANOR - PHOEBE'S BEDROOM -- DAY]

(PHOEBE'S bedroom door opens.  PIPER and KAIA walk in.  KAIA sits down on 
PHOEBE'S bed.)

PIPER:  Ok, honey.  Why don't you just lay down for a little while?  Do you want 
some tea or something?

KAIA (as PHOEBE):  Tea sounds great.

PIPER:  Tea. Yes.

(PIPER turns around and walks out of the bedroom, closing the door behind her.  
KAIA stands up and goes to lock the bedroom door.)

KAIA (as PHOEBE):  Tea.  Who drinks tea?

(She walks to the dresser and goes exploring.  She holds up a fuschia colored 
brassier.  She throws it back in the drawer and digs around some more.  She 
finds an athame.)

KAIA (as PHOEBE):  Knife in the panty drawer.  My kind of girl.

CUT TO:



[INT. COLE'S PENTHOUSE - DAY]

(KAIA appears in COLE'S PENTHOUSE.  PHOEBE is still unconscious on the floor.  
KAIA holds the knife in her hand.)

KAIA (as PHOEBE):  Poor little witchy lost her powers.  I should just put you 
out of your misery.

(COLE appears and surprises KAIA.)

COLE:  What are you doing here?  

(KAIA quickly hides the knife in her pocket.)

KAIA (as PHOEBE):  I thought I should tell you that they know you're trying to 
re-organize the underworld.

COLE:  I didn't ask you to report to me.  What were you doing to Phoebe?

KAIA (as PHOEBE):  Well, she's lying in the middle of the room.  I was making 
sure she's ok.

COLE:  Since when have you been worried about her well-being?

KAIA (as PHOEBE):  Since she means so much to you.  (COLE looks at her.  He 
doesn't believe her.)  What?  Do you actually think I'd be stupid enough to hurt 
her?  That wouldn't make you happy, baby, and you know all I wanna do is make 
you happy.

COLE:  If you want to make me happy, go do the job I asked you to do.

KAIA (as PHOEBE):  Fine, bossy boots.  Whatever gets you off.

COLE:  And when the times comes, make sure that Piper goes to the bail bondsman.  
She'll refuse at first, but you can convince her.

KAIA (as PHOEBE):  The bail bondsman?

COLE:  You'll figure it out.  Now go.

(KAIA leaves the apartment.  COLE walks to PHOEBE.  He picks her up and carries 
her to the bedroom.  He gently puts her down on the bed.  He looks at her.  He 
slowly leans in and kisses her.  He disappears.)  

(PHOEBE exhales and wakes up.)

PHOEBE:  What?

(She looks around.)

CUT TO:



[EXT. MANOR - DAY]

CUE SOUND:  (PRELAP)  KNOCKING ON DOOR



[INT. HALLWAY OUTSIDE PHOEBE'S BEDROOM]

(PIPER knocks on PHOEBE'S bedroom door.)

PIPER:  You ok? 

(PIPER continues to knock on the door.)

PIPER:  Phoebe?

(Still disguised as PHOEBE, KAIA opens the door.  She's wearing earphones and 
listening to music.)

PIPER:  Didn't you hear me knocking? 

KAIA (as PHOEBE):  No! I was listening to music to help me relax.

PIPER:  Why was the door locked?

(Before she gets an answer, LEO appears behind PIPER.)

LEO:  Uh, that was Paige on the phone, things just got a whole lot worse.

CUT TO:



[INT. POLICE DEPARTMENT - CELL BLOCK -- DAY]

(PAIGE  sits in her cell, the blanket wrapped around her.)

PIPER:  How did she die?  I thought it was just a concussion.

DARRYL:  The doctors think there was a blood clot in her brain.

PAIGE:  It's all my fault.

PIPER:  No, it isn't.

PAIGE:  Yeah.  It is.  I killed her.

PIPER:  No, you didn't.  Cole did.

DARRYL:  What?

PIPER:  Look, I can't prove it, but we found out that he has Phoebe under some 
kind of mind control, which means he's probably behind all of this.

KAIA (as PHOEBE):  That evil bastard.

PAIGE:  He's killing innocent people.

PIPER:  All right.  Let's get you outta here.  Come on.  Open this thing up.

PAIGE:  It's not gonna be so easy.

PIPER:  Why?

DARRYL:  When the other driver died, the judge charged Paige with vehicular 
homicide.  He set the bail at $50,000.

KAIA (as PHOEBE):  Mmm.

PIPER:  Oh, my god.  Where are we gonna get that kind of money?

LEO:  It's after 6:00.  The banks aren't even open.

KAIA (as PHOEBE):  Bail bondsman.  We'll just go to a bail bondsman.

DARRYL:  Or you could just go.  Do that light thing that you do.  I will try to 
cover for you.

PAIGE:  What about your job?

DARRYL:  Doesn't matter.  You know, I should've believed you in the first place.  
I will cover for you.

KAIA (as PHOEBE):  No!  Because if they figure out that Paige is gone, she'll be 
in even more trouble.  We'll go to a bail bondsman.  That's what they're there 
for.

PIPER:  Ok. You may be right, but you don't have to be so cheerful about it.

KAIA (as PHOEBE):  I'm just saying we can't leave Paige in jail overnight.  You 
know, that's exactly what Cole wants. I'm sure.

DARRYL:  For that kind of bail, you're gonna need some heavy-duty collateral.

LEO:  We can't use the club 'cause it's ... you know?

PIPER:  Then we'll have to use the house.

CUT TO:



[INT. BAIL BONDSMAN'S OFFICE -- NIGHT]

(PIPER and PHOEBE sit in front of the BAIL BONDSMAN'S desk.)

CECIL BRESSER (BONDSMAN):  All right. This will cover the 50,000 bail.

(He pushes the paperwork toward PIPER.)

CECIL BRESSER (BONDSMAN):  Sign here and here.  And, uh, I'm gonna need to hold 
on to the grant deed to your house.  You'll get it back when the jailbird shows 
up for court.

KAIA (as PHOEBE):  Oh, it'll be fine.  Paige won't skip bail.

CECIL BRESSER (BONDSMAN):  All right. Just, uh, sign there.

(PIPER sighs and signs the paper.)

PIPER:  This doesn't feel right.

CECIL BRESSER (BONDSMAN):  Ah, well, it never does, lady.  It never does.

(He stamps the paperwork.  He hands it to KAIA.  KAIA and CECIL BRESSER'S eyes 
connect.)

CECIL BRESSER (BONDSMAN):  There's the receipt.  Hold on to it.  That's it.  
Your sister shows up for court, you pay me back.  Plus ... 10%.

PIPER:  Let's go make this worth our while.

(PIPER and KAIA head out of the office.  PIPER leaves the office.  KAIA turns 
and looks back at CECIL BRESSER, a small pleased smile on her face.  She leaves 
the office.)

(As soon as the doors close, CECIL BRESSER morphs into COLE.)

(COLE picks up the deed on the desk.  He takes it out of the envelope and looks 
at it.  He smiles and tucks the deed in his jacket pocket.)

FAST FORWARD TO:



[INT. MANOR - MAIN HALL -- NIGHT]

(PIPER, PAIGE, KAIA and LEO orb into the main hall.)

PIPER:  Ok, people.  Let's move.  The sooner we destroy Cole's headquarters, the 
sooner I feel better 'bout this whole damn day.

(LEO, PAIGE and KAIA pass the Conservatory and see three demons lounging inside.  
They stop and stare at the intruders.)

PAIGE:  Piper, we've got a bit of a situation in here.

COLE:  (o.s.)  Oops. I knew I forgot something.  

(PIPER turns to look at COLE standing on the stairway.  KAIA stands behind 
PIPER.  She smiles.)

COLE:  My mother always warned me about protecting my house from orbing.

PIPER:  Your house?

COLE:  Yes.  

(COLE reaches into his pocket and shows PIPER the deed to the house.)

COLE:  You signed it ... I have it.  You could take me to court and try to evict 
me, but by then ... it'll be too late.

PAIGE:  Too late for what?

PIPER:  Cole, I don't know what you think you're doing, but we have the 
paperwork that says the house is ours unless Paige forfeits bail.

(KAIA holds up the receipt.)

KAIA (as PHOEBE):  Correction ... 

(KAIA walks toward COLE and stops when she stands next to him.)

KAIA (as PHOEBE):  I have the paperwork.

(PAIGE takes a step forward.)

PAIGE:  Phoebe, what's going on?

(They watch as "PHOEBE" morphs back into KAIA.)

PIPER:  (surprised)  Oh ... d-dear.

(With a wave of his hand, COLE "pushes" PIPER, PAIGE and LEO out the front door.  
They stop outside on the front porch.)

(PIPER turns around in time to see COLE wave her "bye-bye", the front doors 
close, a red force field seals the doors shut, leaving them out of the house and 
in the cold.)

FADE TO BLACK.

(COMMERCIAL SET)



FADE IN

[INT. MANOR - KITCHEN]

(COLE and KAIA walk into the kitchen.)

KAIA:  I don't even get one little thank-you kiss?

COLE:  You did well, and you'll be paid for your efforts later.

(COLE walks away from KAIA.  KAIA morphs into "PHOEBE".)

KAIA (AS PHOEBE):  Is this what a girl has to do to get a little attention 
around here?  

(COLE turns around to look at her.  KAIA starts to play with her hair.  She 
walks toward COLE and puts a hand on his chest.)

KAIA (as PHOEBE):  She hates you.  You said it yourself.  So why fight for her 
when I'm here for the taking?

COLE:  You know, Kaia, I haven't killed you yet because I find you mildly 
entertaining, but soon the real Phoebe will be by my side.  Now, I'm not too 
sure that she'll feel the same way, so, in interest of survival, I suggest you 
make yourself scarce.

(KAIA removes her hand from COLE'S chest.  COLE turns and walks down to the 
basement.  KAIA continues to play with her hair.)

KAIA (as PHOEBE):  Or maybe I'll just make her 'scarce'.

(KAIA disappears out of the kitchen.)

CUT TO:



[EXT. MANOR - FRONT SIDEWALK - NIGHT]

PIPER:  Ok. I said something about "hell" and I rhymed it with "Halliwell".

PAIGE:  How could you not keep a copy of the spell you used to take away our 
sister's powers?

PIPER:  It was a crappy spell. Ok?  So I left it in the house. All right?  
Forgive me for not anticipating the demonic foreclosure.

PAIGE:  What does he want in the house anyway?  Is he after the Book of Shadows?

LEO:  I still can't sense Phoebe.

PAIGE:  Oh, god. Do you think she's even still alive?

PIPER:  Cole wouldn't kill her.  I don't think.

PAIGE:  What about floozy-Phoebe?  Maybe she's got something up her sleeve.

PIPER:  Are you trying to help, or are you just gonna ramble?

PAIGE:  I'm just gonna ramble!

LEO:  All right. Paige, that's enough.  Piper, you need to work on the spell.  
If Phoebe is still alive, she's gonna need her powers.

CUT TO:



[INT.  COLE'S PENTHOUSE - NIGHT]

(PHOEBE flies backward and hits the wall.  She falls to the floor.  In front of 
her is KAIA.)

KAIA (AS PHOEBE):  You don't deserve him.

PHOEBE:  How many times do I have to tell you I don't want him?!

(PHOEBE gets to her feet.  She takes a step forward and kicks KAIA.  KAIA blocks 
PHOEBE'S attacks easily.  She grabs PHOEBE in a hold that PHOEBE can't break.)

KAIA (AS PHOEBE):  (mocking COLE)  "I want the real Phoebe.  "I love the real 
Phoebe."  "You'll never be as good as the real Phoebe!"

(PHOEBE uses her strength and breaks KAIA'S hold over her.  She turns and kicks 
KAIA.  KAIA blocks the kick and uses the momentum to fling PHOEBE against the 
wall over the fireplace.  PHOEBE falls to the floor.)

KAIA (AS PHOEBE):  What do you think, witch?  Am I as good as you?  Or better?

(KAIA reaches down and takes out the athame from her pants pocket.)

PHOEBE:  Ok. All right.  Look, I-I-I-I'm sure we can talk about this.

KAIA (AS PHOEBE):  I don't think so.  

(KAIA morphs back into KAIA.)

KAIA:  See, I'm more of a looker than a talker.

PHOEBE:  (scathing)  Oh, you're blonde.  I should have known.

KAIA:  This is gonna be fun.

(Just then, a golden orb falls from the ceiling vent and hits PHOEBE in her 
chest.  It's PHOEBE'S powers returning to her.)

(KAIA throws the athame.  PHOEBE jumps.  The athame misses PHOEBE and sinks into 
the wall behind her.)

KAIA:  Your powers!

(KAIA rushes PHOEBE.  PHOEBE turns and kicks KAIA in the stomach.  Now that she 
has her powers back, KAIA goes flying backward.  She hits the floor.)

(PHOEBE turns around and goes to get the athame.  KAIA stands up and runs toward 
PHOEBE.  She kneels and thrusts the athame behind her as KAIA runs into it.)

PHOEBE:  (without turning around)  You were right.  That was fun.

(KAIA is consumed by fire and explodes.)

(PHOEBE stands up and sighs.  She gets her coat and goes for the vent again.  
PHOEBE flies up the vent and calls for LEO.)

PHOEBE: Leo!

CUT TO:



[EXT. MANOR - SIDEWALK -- NIGHT]

(LEO and PHOEBE orb into the sidewalk.  PAIGE and PIPER stand out in the cold 
and start apologizing to her.)

PAIGE/PIPER:  Hi.  Hi.  

PHOEBE:  Yeah.

PIPER:  We're really sorry.  We're sorry.  

PAIGE:  Sorry. 

PIPER:  Are you ok?

PHOEBE:  It's ok. It's ok.  I'm ok.  I'm not mad.  Well, maybe I'm a little bit 
mad.  I mean, what took you guys so long and what happened to my powers?

LEO:  Uh, well, she looked like you.

PAIGE:  And at the hospital you said you were tempted and that you didn't want 
us to vanquish him.

PIPER:  Then we saw you making out with Cole and we all got a little panicky.

PHOEBE:  Excuse me. Did you really think I was making out with Cole?

PAIGE:  We mentioned we were sorry?

PHOEBE:  You guys!  Ok. Well, I'm assuming, since you're standing out on the 
street, that means Cole's in the house.

PIPER:  Yeah, but we don't know why.

PHOEBE:  He wants The Nexus.

PIPER:  Oh, no, he does not.

PAIGE:  Wait.  Didn't I read about that in the book of shadows?  Isn't that what 
made you evil before?

PIPER:  How does he know about that?

PHOEBE:  He knows everything about us.  Ok. Look. If he wants its power, he's 
gonna have to open the earth, under the basement, and take The Shadow into him.

LEO:  Ok. So, how do we stop him?

PHOEBE:  Well, we can't, but once he has The Shadow, there is a spell that can 
send it back into the earth and hopefully take Cole with him.

PIPER:  Yeah, but it has to be said over The Nexus in the basement.

PAIGE:  Great. There's only a whole load of demons in the house and a force-
field keeping us out.

PHOEBE:  But the one good thing about Cole's little girlfriend, who is dead by 
the way.  She looks just like me.

PAIGE:  Wait a second.  So you're gonna pretend to be her pretending to be you?

PIPER:  If you go in there, you'll be vulnerable.  To turning evil?

PHOEBE:  Yeah.  I'm pretty sure that's his plan.  Look.  You guys underestimated 
me once already today.  Please don't do it again.

(They're silent for a moment.  PIPER finally says.)

PIPER:  She twirled her hair.

PAIGE:  A lot.

PHOEBE:  She twirled her hair.  Like this?

(PHOEBE grabs her hair and starts twirling it.  Both PIPER and PAIGE nod their 
heads.  )

PHOEBE:  Ok.  I'm going in.

CUT TO:



[EXT. MANOR - FRONT PORCH - NIGHT -- CONTINUOUS]

(The doorbell rings.  PHOEBE walks up to the DEMON GUARD and takes his arm.)

PHOEBE:  Hey, baby.  Wanna escort a girl inside?

GUARD:  Kaia, are you still playing good witch?

PHOEBE:  It's the way the big man likes it.

GUARD:  (nods)  Sick.

CUT TO:



[INT. MANOR - FOYER - NIGHT -- CONTINUOUS]

(The front door opens and PHOEBE walks inside.  The hallways are loitered with 
DEMON GUARDS.)

PHOEBE:  Hi, boys.  Did you miss me?

GUARD:  All right.  The entertainment's here.

(One guard reaches out and pats PHOEBE on her butt.  She jumps.)

PHOEBE:  Hey!  Sorry.  I'm just, you know, saving the goods for Cole.

(PHOEBE heads for the kitchen.)

CUT TO:



[INT. MANOR - KITCHEN - NIGHT]

(PHOEBE walks into the kitchen.)

PHOEBE:  Step aside and let a lady by?

GUARD:  You're no lady, Kaia, and the boss sent you away.

PHOEBE:  Yeah, but he didn't mean it.  Come on, let me past.

(PHOEBE takes a step forward.  The BASEMENT DOOR GUARD won't let her through.)

GUARD:  I'll let you past if you can drop that witch act right now.

(PHOEBE looks at him for a moment.  She grabs his arm and knocks him down the 
basement stairs.  The guard rolls down the stairs and stops in front of COLE'S 
feet.)

CUT TO:



[INT. MANOR - BASEMENT - NIGHT - CONTINUOUS]

(But COLE doesn't notice the BASEMENT DOOR GUARD.  His eyes are closed and he's 
chanting.)

(PHOEBE steps down into the stairs.  

COLE:  (chanting)
  ... adai necral.  Daya intay layok.
  Natum adai necral daya intay layok.
  Natum adai necral daya intay layok.

(PHOEBE watches as The SHADOW exits the basement through a crack.  The blackness 
enters COLE.)

(COLE opens his eyes.  His eyes are black as The SHADOW is now within him.  His 
eyes return back to normal.)

COLE:  I'm so happy you came.

PHOEBE:  "I am light.  I am one too strong to fight."

COLE:  Oh, don't fight it, Phoebe.  Let evil take you.

PHOEBE:  "Return to dark, where shadows dwell, you can't have this Halliwell."

COLE:  It's no use, Phoebe.

PHOEBE:  "So go away and leave my sight and take with you this endless night."

(Through the crack, the force inside bursts upward and drags both COLE and the 
BASEMENT DEMON GUARD into its crevasse.  The force inside the Nexus then reaches 
up and pulls in all the demons in the Halliwell Manor into the crack in the 
basement.)

(When done, the force seals itself up under the basement floor.)

(PHOEBE looks up.  The basement is empty.  She looks around.)

(COLE appears in the basement.  Although he was taken, it could not keep him.)

COLE:  My sweet Phoebe ... I don't know how you did it ... how you got past the 
force-field, past the guards ... but I love that you did.  It's that fight  that 
made me fall in love with you in the first place.

PHOEBE:  I thought you were dead.

COLE:  So did I for a minute there.  But now that I know that the earth can't 
even hold me, I guess I'll just call The Shadow and try again.

PHOEBE:  You could do that.  Hell, you could even turn me evil again.  But you 
will never win, because I'll never  come back to you.

COLE:  Phoebe ... 

PHOEBE:  You just don't get it, Cole, do you?  I thought you were dead, and I 
felt nothing.  No pain, no love, nothing.  I'm free.  And when we do vanquish 
you, and we will, I'll never look back.

(COLE looks at PHOEBE for a moment.  He turns and disappears.)

(PHOEBE sighs.)

CUT TO:



[INT. MANOR - FOYER - NIGHT]

(The front door opens.  PAIGE, PIPER and LEO walk in.  PHOEBE meets them in the 
Main Hall.)

PAIGE:  Ok, where are they?  Where are the demons?

PHOEBE:  Sorry, my sweeties, but they're all dead.

PIPER:  You didn't even leave us one?

PHOEBE:  Well, there's one left.  Believe me, there is one left. But ... I was 
able to get back the house and keep Cole from getting The Nexus.

(PIPER sighs.)

PIPER:  Whew.  What about your job?  And my club?

LEO:  I think you can use your magic to reverse Cole's consequence-free.

PIPER:  Well, thank the lord for that.

PAIGE:  Won't reverse everything, though.  What about the woman he killed?

PHOEBE:  I promise you he won't get away with that.

CUT TO:



[EXT. MANOR -- NIGHT]

CUE:  (PRELAP)  NIGHT CLUB MUSIC



[INT. DEMONIC STRIP BAR - NIGHT]

(Inside the Demonic Strip Bar, a dancer walks up to COLE, sitting back on a 
seat.)

KAIA'S FRIEND:  You asked for me?

COLE:  You're Kaia's friend?

(Crosses her arms and looks at COLE.)

KAIA'S FRIEND:  Used to be.

COLE:  She tell you what I want?

KAIA'S FRIEND:  You mean this?

(She morphs into PHOEBE, steps forward and straddles COLE.)

COLE:  Yeah, that's it.

(She leans in close and whispers into his ear.)

KAIA'S FRIEND:  Just tell me what you want, baby.

(She gasps and pulls back slightly, looking at COLE in horror as wisps of white 
smoke rise from between them.)

COLE:  (through gritted teeth)  That's what I want, baby.

(She steps backward and disappears in a fiery wall of flames.

(COLE raises the bloodied athame and looks at it.  He smiles in satisfaction and 
leans back ... unphased.)

FADE TO BLACK.

==========================
THE END
==========================

[Captioning made possible by Spelling Entertainment, Inc. Captioned by the 
National Captioning Institute --www.Ncicap.Org]

For corrections / inaccuracies, please contact the Transcriptionist at 
(intrepidly002@yahoo.com)

Courtesy of http://www.webphilia.com/~anthology/wnp.html

Please do not archive without permission.

==========================
TITLE/OPENING CREDITS 
==========================
CHARMED
5X11:  THE IMPORTANCE OF BEING PHOEBE
ORIGINAL AIR DATE ON WB:  01/12/2003
TRANSCRIBED FROM WB

Starring:
ALYSSA MILANO as Phoebe Halliwell
ROSE McGOWAN as Paige Matthews

and
HOLLY MARIE COMBS as Piper

BRIAN KRAUSE as Leo Wyatt
DORIAN GREGORY as Darryl Morris
JULIAN McMAHON as Cole Turner

Created by CONSTANCE M. BURGE

Guest Starring
ERIK KING
ANGELA LITTLE as Kaia
REBECCA BALDING as Elise

ARMANDO VALDES
STEVEN M. PORTER (Harold Spuller/Elegy)
CHRISTOPHER DARGA

Consulting Producer:  JONATHAN LEVIN

Co-Producer:  MARK WILDING
Co-Producer:  LAURIE PARRES
Co-Producer:  KRISTA VERNOFF
Co-Producer:  PETER CHOMSKY

Producer:  DANIEL CERONE
Producer:  HOLLY MARIE COMBS
Producer:  ALYSSA MILANO

Co-Executive Producer:  JAMES L. CONWAY
Produced By:  JON PARE

Written by KRISTA VERNOFF
Directed by DEREK JOHANSEN

==========================
END CREDITS 
==========================

Executive Producer:  BRAD KERN
Executive Producer:  AARON SPELLING
Executive Producer:  E. DUKE VINCENT

Spelling Television Inc., A Paramount / Viacom Company

Executive Story Editors:  MONICA BVREEN & ALISON SCHAPKER 
Story Editor:  CURTIS KHEEL
Story Editor:  HENRY ALONSO MYERS

Co-Starring
GARRY G as Guard
NATASHA AIELLO as Driver
DAWN LEWIS as Demon Dancer
JOE SABATINO as Demon Guard

Co-Starring
DAVID FIGLIOLI as Brute Demon
DAVID HECKEL as Seedy Demon
ALEX PAEZ as Cop #1
CASEY SMITH as Rat Demon #1

Music by J. PETER ROBINSON

Casting by:  LESLEE DENNIS, C.S.A.

Original Casting by VICTORIA HUFF, C.S.A.
Director of Photography:  JONATHAN WEST, ASC
Production Designer:  PAUL STAHELI

Editor:  DEREK BERLAYSKY

Unit Production Manager:  JON PARE

First Assistant Director:  VINCENT GONZALES
Second Assistant Director:  ERIC OLIVER

Executive in Charge of Talent:  PAMELA SHAE
Costume Designer:  EILISH

Camera Operator:  KRIS KROSSKOVE
1st Assistant Camera:  RICHARD SOBIN
Chief Lighting Technician:  KURT JOHNSON
Asst. Chief Lighting Technician:  DON LEHMAN

Set Designer:  ROLAND HILL
Set Decorator:  ROBINSON ROYCE, S.D.S.A.
Leadperson:  MICHAEL ZUFELT
Property Master:  ROGER MONTESANO
Assistant Property Master:  CHRISTY McGEACHY
Script Supervisor:  NANCY SOLOMAN

Costume Supervisor:  DANIELA GSCHWENDTNER
Dept. Head Key Make-Up Artist:  NANET NEW
Key Make-Up Artist:  ANI PLOTKIN
Key Make-Up Artist:  BRET MARDOCK
Dept. Head Key Hairstylist:  AUDREY FUTTERMAN-STERN
Key Hairstylist:  LAUREL KELLY

Sound Mixer:  BRETT GRANT-GRIERSON
Location Manager:  BOB BOYLE
Transportation Coordinator:  DAVE BASSETT
Production Coordinator:  RICK NAPOLI
Post-Production Coordinator:  LARRY GOLDSTEIN
Production Accountant:  CHRISSY CORNWALL

First Company Grip:  STEVE GAUSCHE
2nd Company Grip:  TOM HAM
Construction Coordinator:  STAR FIELDS
Stunt Coordinator:  NOON ORSATTI
Special Effects Coordinator:  RANDY CABRAL
Visual Effects Supervisor:  STEPHEN LEBED

Executive Associate:  RENATE KAMER
Casting Associate:  MEGAN ENTRIKEN
Assistant to Brad Kern:  DOUG E. JONES
Assistant to Jon Pare:  JULIE SWARTSLEY
Assistant to the Writers:  ANDREA STEVENS

Assistant Editors:  DON KELLY
Music Editor:  NINO CENTURION
Supervising Sound Editor:  JEFF CLARK
Music Coordinator:  CELEST RAY
Re-Recording Mixers:  JOSH SCHNEIDER / BRUCE MICHAELS / KEVIN VALENTINE

Film and Electronic Laboratory (tm) by LASERPACIFIC MEDIA
Lenses and Panaflex(R) Camera by PANAVISION(R)
Digital Sound Editing and Mixing by LASERPACIFIC MEDIA
Digital Visual Effects by ENCORE VIDEO

Executive in Charge of Production:  GAIL M. PATTERSON
Executive in Charge of Post-Production:  KENNETH MILLER

This motion picture is protected under the laws of the United States and other 
countries.  Any unauthorized duplication, copying, distribution, exhibition or 
use may result in civil liability and or criminal prosecution.

The places and characters depicted herein are entirely fictitious, and any 
similarity to any real places or people is purely coincidental.

(c) 2003 by Spelling Television Inc., A Paramount / Viacom company.  All rights 
reserved.

Country of First Publication:  United States of America

Spelling Television Inc., is the author of this film / motion picture for the 
purpose of Article 15(2) of the Berne Convention and all National Laws giving 
effect thereto.

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Dated:03/11/2003~lky
http://www.webphilia.com/~anthology/wnp.html