Prue, Piper, and Phoebe battle the Demon of Illusion after he brings to life one of Phoebe's favorite movie characters. Realizing what he can do, the demon sends an axe murder after the sisters in an attempt to kill them. What happens as a result is that the sisters and the demon get drawn into a horror movie where a battle of good and evil ensues before they're able to vanquish the demon.

The doctor who treated Piper when she was sick with Oroya fever is trying to figure out how she was able to make complete recovery. As a result, accidentally gains their magical powers from their blood during a test he was conducting. Following this, he starts to use his newfound abilities in an attempt to save his dying sister. However, it doesn't take long for the doctor to go mad from having the sisters' magical powers and they have to find a way to remove them while not bringing any harm to the doctor. Meanwhile, Prue's latest assignment brings some unwanted attention from the paparazzi.