Prue's sleep is disturbed when a science experiment goes wrong that gives a wheelchair bound man the ability to invade the subconscious of others – especially women who politely decline his advances. When Piper and Phoebe discover what happened, they have to find a way to keep Prue safe while stopping the dream sorcerer.

When Piper, Prue and Phoebe are befriended by a troubled young witch, she hopes they'll take her under their wings and become her mentors. However, things change when she gets lured by a sorceress into pursuing dark magic and the sisters try to break the sorceress' spell over the girl. Meanwhile, as Piper and Phoebe vie for Leo's attention, Prue tries to find time to spend with Andy.