Leo takes Paige back in time to relive the events leading up to the car accident which killed her adoptive parents. Meanwhile two outlaw ghosts from the 1950's possess Phoebe and Cole.
Wanting to return to her old career as a social worker, Paige's plans get put on hold, when her Whitelighter father, Sam, returns asking for her help with his charge.
Every 1,300 years, a unique demon appears that feeds on the fears of witches. This time it is targeting the Halliwell sisters and they receive aid from their Wicca ancestors just as they are close to their own fearful deaths.