Piper: "A year after the death of Snow White’s mother, the king remarried, but his new bride was in fact a wicked witch. (Paige walks in.) One consumed by..."

Paige: What are you still doing up?

Piper: Not sleeping as usual. First trimester nonsense I guess.

Paige: You want me to mix you up a potion?

Piper: Oh, no thanks. I don't wanna turn my baby into a guinea pig. I've got enough to worry about.

Paige: Like I'd ever risk turning my future niece into a rodent, please.

Piper: No, I was speaking figuratively. And it's not a knock at your super witch kick, it’s just I don’t want to subject her to anything that could be remotely bad for her, that's all.

Paige: Well, then maybe you should put away those silly fairy tales.

Piper: Silly? You think fairy tales are silly?

Paige: Yeah, they’re all about helpless women needing big, strong men to come and rescue them. Plus, they're filled with evil witches. Do you really wanna teach your kid that?

Piper: No, I want to teach her values and that's what fairy tales are best at, you know, good overcomes evil. It's how Grams taught us.

Paige: Well, my grandmother taught me vales just fine without big wolves devouring little girls. You want my advice?

Piper: Not really.

(Paige walks over to the Book Of Shadows.)

Paige: You should ditch the fiction and do what all other mums-to-be do and that is to rely on your natural instincts.

(Paige picks up the Book Of Shadows and takes it to Piper.)

Piper: Well, my natural instincts are to panic and besides, every other mother-to-be doesn't have to worry about their child orbing out to Tahiti when they are sent to their room. I don't have a clue.

Paige: Luckily you have two magical sisters who are gonna help you any way they can. So don’t worry, honey, you’re gonna be just fine.

(Paige leaves the attic.)

Piper: I hope so. Where were we? "A year after the death of Snow White's mother, the king remarried. But his new bride was in fact a wicked witch, one consumed by jealousy. Every day she asked the magic mirror the same question."

[Cut to a castle. An old man is cleaning a magic mirror. A lady's face (the wicked witch) appears in the mirror.]

Wicked Witch: Aren't you dead yet?

Old Man: Ha, still so bitter after all these centuries. Some things never change. (He turns to an apprentice, cleaning glass slippers.) Careful, my boy, those are not just symbols, they're pieces of history.

Apprentice: I understand.

(He puts the slipper on a stand. There is a sign saying "Cinderella" under them.)

Old Man: Never forget the power of every fairy tale emanates from each of these. (The nail holding up the magic mirror starts to come loose.) Their magic continues to shape every child born, even to this day. Which makes the task of preserving and protecting them much greater. (The magic mirror falls from the wall.) No, the mirror! Don't let it fall!

(The mirror smashes and a white mist floats out of it. The mist forms into the wicked witch.)

Wicked Witch: Thanks so much. I thought I'd never get out of there. (She grabs the old man by the neck.) This is the way to begin a story.

(The old man drops to the floor. The wicked witch turns to the apprentice.)

Apprentice: Who are you?

Wicked Witch: Little rusty on your fairy tales I see. Evil witch, magic mirror, speaks only the truth. Perhaps this would help. "Freedoms lost must be unwitting, into the glass to do my bidding." (The apprentice is sucked into the mirror. The wicked witch uses her power and the mirror slides back up the wall and into its place.) Now, amuse me. Not that you have any choice. "Mirror, mirror on the wall. Who is the most powerful witch?"

Apprentice: You're much stronger than most witches I see, yet truth be told there are three more powerful than thee.

(Images of Piper, Phoebe and Paige show in the mirror.)

Wicked Witch: We'll see about that.

Opening Credits

[Scene: Manor. Attic. Piper is asleep on a couch. Paige walks in holding the Book Of Shadows.]

Paige: Piper!

(Piper jumps up.)

Piper: Where's the baby?

Paige: It's okay, you're okay.

Piper: Ohh, I think I had a nightmare.

Paige: Yeah, the brothers Grimm strike again. I wonder how they got their name. Where's Leo?

Piper: I don’t know, I think he's helping one of his charges. What are you doing?

Paige: Failing miserably. I can't seem to make this protection potion work.

(She places the Book Of Shadows back on its stand.)

Piper: Well, that's because it can't be done.

Paige: Well, according to the book it can. Your Grams was working on the entry so that means she was close to figuring one out.

Piper: Well, too bad she's not around, she could help us both out. I just, I need a little guidance.

Paige: What about your friend Wendy? She just had a baby, ask her.

Piper: Yeah, not one that could heal herself from the womb. I just wish I could talk to somebody who's been through this before.

(Phoebe races in.)

Phoebe: There you are. Paige, did you ever make that vanquishing potion?

Paige: Vanquishing potion?

Phoebe: The one for Cole. Remember I gave you the letter opener with his blood on it?

Paige: Right, vanquishing potion. I'm sorry, I didn’t know you needed that right away. Do you?

Phoebe: Well, if the nightmare I had last night turns out to be a premonition, then yeah, big time. He had me back in the underworld as his queen.

Piper: Oh, yeah, but you've had that nightmare before.

Phoebe: I've lived that nightmare before, we all have, but this time we have to be prepared.

Paige: No arguments here.

Phoebe: And he's got a lot more powers now so there's no telling how he's gonna come after me. You guys have to be really, really careful, okay.

Piper: What, you think Cole’s gonna try and kill us? That would not be the best way to win you back.

Paige: Yeah, but it wouldn't be the first time he tried.

Piper: But he just helped us save her.

Phoebe: Only because he didn't wanna lose me. All I'm saying is we've gotta be ready just in case he tries something. He is still a demon. Call me at work if you get the potion, okay?

[Scene: Castle. The wicked witch is there looking at images of Piper, Phoebe and Paige in the mirror. The images disappear and the apprentice appears.]

Apprentice: Wanna see more?

Wicked Witch: No, I think I've seen enough to know how to kill them.

Apprentice: Powerful though you are, I doubt it can be done. For good magic protects the Charmed Ones.

Wicked Witch: Still, I wonder if it can protect them against such powerful magic as we have here. Certainly worth a try.

Apprentice: But using the props for evil could...

Wicked Witch: Change the meaning of fairy tales? Shift them away from good? So be it. (She opens a large fairy tale book.) Let's begin with Snow White. She was easy prey. Woodsman come forth. (The picture of a woodsman in the book glows and a real life woodsman appears in the room.) Bring me the heart of the witch which is white as snow.

(She picks up an axe off a stand and hands it to the Woodsman.)

Woodsman: As you wish.

(He leaves.)

Wicked Witch: Now, mirror, mirror, show me the sister who's been burned by love.

(Images of The Bay Mirror show. Phoebe walks in.)

[Scene: The Bay Mirror. Phoebe walks in.]

Phoebe: Oh, I know, I am very, very late.

Assistant: It's okay, I switched your nine o'clock with the two o'clock, I bumped your ten to twelve and I made your eleven o'clock a lunch, so you can expense it.

Phoebe: Okay, I have no idea what you said but it sounds great. Any messages?

Assistant: Uh, yeah. Your divorce attorney called, then Cole, Cole and Cole again.

Phoebe: Get my divorce attorney on the phone. (Phoebe turns and bumps into a guy. She spills her coffee.) Oh.

Guy: I'm sorry.

Assistant: I'll get some paper towels.

Guy: I'm so sorry.

Phoebe: That's okay.

(The guy pulls a handkerchief out of his suit pocket and starts to wipe the coffee off Phoebe.)

Guy: Here, I...

Phoebe: Thanks.

(She takes the handkerchief.)

Guy: I really am terribly sorry, I'd be happy to pay for the dry cleaning.

Phoebe: No, that's not necessary, Mr...

Guy: Prince. Adam Prince.

Phoebe: Hi, Adam, I'm...

Adam: Phoebe. I, I read your column.

Phoebe: You do?

Adam: You seem surprised.

Phoebe: Well, yeah, you're not exactly my target audience. Unless you're a closet housewife pining for love?

Adam: Well, one out of two is not bad.

(Cole walks in.)

Cole: Adam. Sorry, got hung up in traffic.

Phoebe: Wh-what are you doing here?

Adam: You two know each other.

Cole: Well, yeah, we're married.

Phoebe: Wh-yeah, but-but about to be divorced.

Cole: I didn't want this to affect your decision on whether or not to buy the paper.

Phoebe: Buy what? This paper?

Cole: Adam's family owns several newspapers across the country, Phoebe. TV stations too.

Adam: And Cole through his law firm was the one who suggested I might be interested in buying this one.

Phoebe: That's fascinating stuff right there. Excuse us.

Cole: Excuse us.

(Phoebe drags Cole into her office and closes the door.)

Phoebe: I don't know what you're up to but whatever it is, it is not gonna work.

Cole: Don't you think you're being a little paranoid?

Phoebe: With my demon ex-husband from hell? No, Cole, I don't.

Cole: Look, I'm just trying to help you, okay? I found out Adam liked your column so I figured if he could syndicate it that...

Phoebe: If you hurt me or my sisters, I will vanquish you. And this time I'll make sure it sticks.

(Phoebe opens the door and Cole leaves.)

Adam: You alright?

Phoebe: Yeah. I'll be fine.

Adam: So I guess this is probably not the best time to ask you out. I mean, not on a date per se, it's just that I'm hosting a charity fundraiser tonight at the St Regis and I thought maybe if you’re interested...

Phoebe: I'm interested and very, very flattered but you're probably right, it's not the best time for me, you know.

Adam: Sure.

Phoebe: Rain check?

Adam: Absolutely.

Phoebe: Okay.

(Adam walks away.)

[Scene: Manor. Conservatory. Piper and Leo are there.]

Piper: You heard me, Leo. I want you to bring Grams back now.

Leo: Okay, I can't do that, she's dead.

Piper: Well, I realise that. Thank you very much, Leo. I'm not asking you to resurrect her, I just need her here for a little while for some advice.

Leo: Then why don't you try conjuring her. You did it once before.

Piper: Yeah, okay, but that was a unique situation, okay. Besides, I already tried, it didn't work. Look, I know this doesn't seen important but it is to me. I can't do this alone.

Leo: Well, you're not alone, I'm here.

Piper: Yeah, I-I-I know but it's not your fault but there's only so much you can do, okay. I'm the one who is carrying the baby and I don't wanna screw it up.

Leo: That's ridiculous.

Piper: No, it's not ridiculous, it is not ridiculous at all and this is not raging hormones talking, this is a very special baby with very special needs, and I need someone pretty damn special to help me figure it out and when I say now, I mean now!

(Grams suddenly appears in bright lights.)

Grams: Piper.

Piper: (to Leo) Thank you.

Leo: Uh, don't thank me I didn't do anything.

Grams: What am I doing here? And, uh, corporeal to boot.

Piper: Well, what do you mean? Didn't you come on your own power?

Grams: Honey, I'm good but I'm not that good. Well, as long as I'm here, don't I get a hug?

(Piper and Grams hug.)

Piper: But wait, I still don't understand. Who summoned you?

Leo: The baby?

Piper: No. You think?

Leo: Maybe you tapped into her powers somehow and made your wish come true.

Grams: Aw, you wished for me? Why?

Piper: Because I need help, I need your advice. I need to know how to get ready for this baby.

Grams: Oh, well, that's easy. Now, let's see. Have you been exercising your powers daily?

Piper: Do I need to?

Grams: Well, you know, only if you don't want to lose control of them. Did you perform a ritual to promote growth?

Piper: Uh...

Grams: Did you cast a spell to ward off demonic parasites? Sweetheart, what did you do?

Leo: We built a nursery in our bedroom closet.

Grams: Closet? Well, no wonder this baby called me. Come on, we'll start in there, we've got plenty of work to do.

(They walk into the foyer. Paige comes down the stairs.)

Paige: Oh, my goodness, don't tell me you're already interviewing nannies.

(She laughs.)

Grams: Paige. You're even more beautiful than I imagined.

Paige: And you are?

Grams: Why, I'm your Grams of course. Come here.

(Grams hugs Paige, who has a funny look on her face.)

Piper: (whispers to Leo) Quick, go clean up the nursery.

(Leo races off.)

Paige: No offence, but, uh, aren't you supposed to be dead?

Grams: Oh, I'm over that. Look at you, I mean you're absolutely gorgeous. You have my mother's eyes. Oh, she was a real looker too. I bet you have plenty of boyfriends, right?

Paige: Actually, not a problem I'm having right now, Mrs. Halliwell.

Grams: Oh, please, call me Grams.

(Suddenly, the Woodsman comes crashing through the conservatory wall. He heads for Grams and Piper pushes her out the way. He swings his axe at Paige and she orbs out just in time. She orbs back in and he smacks her across the face, sending her crashing onto the coffee table. Piper's wound on her arm magically heals itself. The Woodsman turns to attack Piper and Grams and Piper blows him up.)

Piper: What the hell was that?

(Leo runs down the stairs.)

Leo: What's going on? Paige.

Piper: Paige? (They help Paige up.)

[Cut to the castle. The Wicked Witch was watching them through the magic mirror. The apprentice appears back in the mirror.]

Apprentice: Try as you like. Fairy tale magic runs out at midnight.

Wicked Witch: There's still plenty of time. (She picks up a red apple.) The Woodsman failed but I won't. I'll split the witches up and make sure none of them live happily ever after.

(She tucks the apple into her coat and walks over to the glass slippers. She picks them up and smokes out.)

Commercial Break

[Scene: Manor. Attic. Piper, Paige, Leo and Grams walk in.]

Paige: I'm telling you, that was a demon. No crazy person off the street is that good with an axe.

(Piper sits down and opens the fairy tale book.)

Leo: Except, since when do demons attack with an axe?

Paige: Athame, axe, what's the difference?

(Grams opens the Book Of Shadows.)

Grams: Oh, who cares? Let's just see if there's anymore where he came from. I mean, I certainly don't want a body if it's gonna get chopped up.

Paige: Well, Piper says you're the super witch, what do you think he was?

Grams: I don't know. Although there was something about him that looked familiar.

Piper: A little like this maybe?

(She holds up the picture of the Woodsman in the book.)

Grams: Oh, the woodsman, of course. Oh, you recognised him too.

Piper: I read fairy tales to my baby just like you read to me.

Grams: Oh, darling. )She giggles.) Well I'm glad you're finally doing something.

Paige: Wait, you're saying a fairy tale character came to life and attacked us? Come on.

(She rolls her eyes.)

Grams: Well, why not? They're real, I mean, at least they used to be.

Paige: What?

Grams: Oh, Paige. I can see I have lots to teach you too.

[Cut to the kitchen. The Wicked Witch smokes in, holding a gift. She places it on the table. She hears a noise and gasps. She pulls the red apple out of her coat and places it in the fruit bowl. It glows for a second. She smokes out. Phoebe walks in through the back door and puts her purse on the table. She sees the gift and opens the lid.]

[Cut to the attic.]

Grams: Fairy tales are not all fables, my dear. Some are recountings of ancient battles between good and evil. And they're as much apart of our heritage as anything in the Book of Shadows.

Paige: You expect me to believe that there are giant beanstalks and gingerbread houses that actually existed?

Leo: You used to think that the Evil Enchantress was just a fairy tale too, didn't you?

Paige: That was different. That was...

Piper: A past life. Yours.

(Phoebe walks in carrying the gift.)

Phoebe: Hey, you guys, was anyone here when this got... Grams!

Grams: In the flesh. So to speak.

(They hug.)

Phoebe: Oh, it's so good to see you. Wait, what did I just hug? Where did you get the body from?

Piper: Oh, it’s a long story. And speaking of stories, a fairy tale just tried to slice our heads off.

Phoebe: A fairy tale?

Leo: The Woodsman from Snow White.

Phoebe: Okay, well, that would explain where these came from, glass slippers. (She shows them the gift.) Cinderella's no doubt. Cole knows it's my favourite.

Piper: Cole? You think Cole is doing all of this?

Phoebe: Who else has enough power to turn fairy tales against us? I told you he was gonna attack.

Grams: Except it was an evil witch who sent the woodsman in Snow White.

Leo: I think I’d better go check with the elders.

Piper: I think you better. (Leo orbs out. Phoebe takes off her shoes.) What are you doing?

Phoebe: Proving that I'm right.

Paige: Hey, that's risky. You don't know what could happen.

Phoebe: Well, I know that Cole won't hurt me, physically anyway.

(She opens the box and pulls out the slippers.)

Paige: Well, as much as I distrust him, we don't know that it's him behind this.

Grams: All the more reason to play along, find out who is. We can't just sit around here and wait to be attacked.

Paige: She could get killed. Piper, a little support here.

Piper: Uh, if Grams thinks it's a good idea who am I to disagree?

(Phoebe puts the slippers on.)

Phoebe: See, no problem. I'm fine. (A blue light swirls around her from her feet to her head and her clothes change into a ball gown.) Actually, I'm better than fine. (Phoebe's legs start moving her towards the door.) Whoa.

Piper: Where are you going?

Phoebe: Whoa.

Piper: Where are you going?

(Piper and Paige follow her.)

Phoebe: I don't know! I can't stop!

(They try to hold her back.)

Piper: Well, get out of them.

Phoebe: I can’t. The door. The door.

(She holds onto the door frame.)

Piper: Grams, what do we do?

Grams: Just let her go. We're never gonna be able to get to the bottom of this if you don't. (They let Phoebe go and she walks downstairs.) Paige, follow her, orb her out if she gets in trouble.

Paige: She's already in trouble.

Phoebe: Help!

(Paige follows Phoebe.)

Grams: I'm gonna have to help you get ready for a mother later. Right now we've got to deal with evil witches.

Piper: Right.

(She heads for the Book Of Shadows.)

Grams: Oh, uh, not that book. (She picks up the fairy tale book.) This one.

[Scene: St Regis. Hallway. Adam, wearing a black tuxedo, walks down talking on his mobile phone.]

Adam: Listen, I am very interested in making an offer but I am on my way to a charity event right now. (He walks into an elevator.) Can we talk first thing in the morning? Great. Thank you. (He hangs up. The Wicked Witch smokes in and gives Adam a fright.) What the hell? (The Wicked Witch grabs his face and kisses him. His face glows then turns normal.) How can I serve you, my Queen?

Wicked Witch: Just be a charming prince. Meet Cinderella at the ball. But be certain that she's in the carriage by midnight. Otherwise you won't have a happy ending either.

[Scene: The street. Phoebe and Paige walk across without stopping. People in cars slam on their breaks and honk their horns.]

Phoebe: Hey, I'm walking here!

Car Driver: Get out of the street!

Paige: Don't you have any way of controlling those things?

Phoebe: They didn't exactly come with an instruction manual, Paige.

(She walks onto the sidewalk.)

Paige: Argh, god. (Phoebe stops. Paige bumps into her.) They stopped.

Phoebe: Yeah, but why did they stop? (A horse and carriage pulls up in front of them.) Well, he's got style, I'll give him that much.

Paige: Okay, this is getting too weird, we're getting outta here.

Phoebe: Um, excuse me, sir. Did Cole Turner send you? (No answer.) Hello? I asked you a question.

(The carriage door magically opens.)

Paige: Okay, whatever happens you are not getting into that.

(Phoebe's legs move towards the carriage.)

Phoebe: Whoa!

Paige: Phoebe, no!

(Phoebe gets in the carriage. Paige tries to follow but a force blocks her and knocks her to the ground.)

Phoebe: Looks like he want Cinderella to go to the ball alone just like in the story.

(The carriage moves.)

Paige: Hold on! (She stands up.) I'll orb you out.

Phoebe: No. Go back to the manor.

Paige: But what about you?

Phoebe: Look, I'll call for Leo if I'm in danger, okay?

[Cut to the manor. Attic. Piper, Paige, Leo and Grams are there.]

Paige: She's already in danger. We never should have split up. No offence, Mrs. Halliwell.

Grams: Grams. And none taken.

Piper: Yeah, well, if what we heard is true, then Phoebe could be in a lot more danger than we think. We all could.

Leo: If somebody's using fairy tales for evil, it could rewrite them, corrupt them for every future generation.

Paige: How? How can you rewrite them? They're already in print.

Leo: Every copy is a manifestation of an original, an original that was entrusted to the Keeper of the fairy tales, long ago for protection.

Piper: The Elders think something has happened to him, that somebody took over the fortress from the inside.

Grams: An evil witch I might add.

Paige: Why don't we just orb to this fortress and kick her butt?

Leo: Because nobody knows where it is. It's location has been kept secret, even from the Elders.

Paige: Where was their infinite wisdom on the day that was decided?

Piper: The point is we have no way of finding her.

Grams: Piper, I'm surprised at you. I mean, she's a witch isn't she? Just scry for her.

Piper: Oh, right.

Grams: Then after you find her, you lure her back here to us and we vanquish her with a potion.

Paige: What potion?

Grams: Oh, one that works wonders on evil witches. Come, I'll show you.

Paige: Errr.

Grams: Uh, maybe we could also work on your protection potion if we have time.

(Grams picks up the Book Of Shadows. Paige nods and they leave the attic.)

Leo: (to Piper) You alright?

Piper: Shush, I need to concentrate.

(She scrys for the witch.)

[Cut to the castle. The Wicked Witch is watching Piper through the magic mirror. The image fades out and the apprentice shows up instead.]

Apprentice: She'll find you and by midnight too.

Wicked Witch: I want her to find me, (she cuts a piece of her hair off with scissors) part of me anyway.

(She puts the hair into a red cloak.)

Apprentice: Hair in the cloak? That's not in the Little Red Riding Hood tale.

Wicked Witch: No, but luring them away from Grandmother's house is. So is the big bad wolf.

Commercial Break

[Scene: St. Regis. The charity night is taking place. Men and women and waltzing in the centre of the room. Adam is chatting to some people. He looks around and then looks at his watch. Phoebe walks in.]

Phoebe: Excuse me, pardon me, comin’ through.

(Her feet stop and Adam goes over to her.)

Adam: Phoebe, you came. I'm so glad.

Phoebe: Yeah, well, I didn't really have much of a choice.

Adam: You look fabulous.

Phoebe: Thanks.

Adam: I just hope you're not here with someone else.

Phoebe: Oh, no, I am definitely not here with someone else, even if that someone else thinks I am.

Adam: Sorry?

(Phoebe sees Cole approaching them.)

Phoebe: Oh. Well, speak of the devil.

Cole: What are you doing here?

Phoebe: As if you don't know.

Cole: Actually I don't.

Phoebe: Listen, Cole, these boots may be made for walking, but they're never walking back to you, buddy.

Cole: Boots?

Phoebe: You know what I mean.

Cole: Am I up to something again?

Adam: Listen, why don't we get a drink?

Phoebe: Okay.

Cole: Oh. You two here together?

Phoebe: Yeah, yeah, isn't that part of your master plan?

Cole: There is no master plan.

Phoebe: At least not one that'll work. Okay, you ready?

Adam: Yes.

(Phoebe and Adam start to walk away.)

Cole: Phoebe, wait, listen.

Adam: Why don't you back off, pal?

(He grabs Cole and Cole twists his arm. It doesn't seem to hurt him.)

Cole: Excuse me.

Phoebe: Okay, you know what? Leave him alone, Cole. Let him go. (Cole lets go.) (to Adam) Are you okay?

Adam: Yeah, yeah, I'm fine. You ready?

(They start to walk away.)

Cole: Phoebe, I don't think you should...

Phoebe: I don't care what you think. Just stay the hell away from me.

(They walk away.)

[Scene: Manor. Kitchen. Paige and Grams are there making a potion. Grams is cutting up some mandrake root.]

Grams: You must take care to cut the mandrake root to expose the meat, otherwise it doesn't do any good. And then you simply roll them in mustard seed, but not too heavily and then, (she throws it into a pot and the potion explodes) goodbye evil witch.

Paige: Wow, I can't believe you did that without looking at the book once.

Grams: Honey, I wrote the book. All the good potions anyway. Oh, would you be a dear and get me a vial?

Paige: Oh, yeah, sure.

(Paige goes over to a cupboard and pulls out a vial. The apple in the fruit bowl glows for a second. Paige notices and stares at it.)

Grams: Paige, the vial.

Paige: Um, sorry.

Grams: You know, it's a good thing you quit your job. You catch on quickly and you have a real gift for the craft.

Paige: How'd you know I quit my job? How'd you know I even had a job?

Grams: Oh, I peek, I mean, you know, sometimes. Oh, but never during a private moment.

Paige: Thanks. I guess.

Grams: I mean, what choice do I have?

Paige: Okay, no offence, Mrs. Halliwell...

Grams: Grams.

Paige: Okay, that's my point. I already had a Grams. One I really, really loved and yes, technically we're related and you're my grandmother too. I guess it just feels a little odd because I don't know you.

Grams: I understand and I wouldn't dream of trying to replace someone as special to you as that. But isn't it possible that maybe there might be a little room left in your heart for me too? Someday.

Paige: Well, at least I can see where I get my stubbornness from. (Grams chuckles.) I'd better get a couple of vials for Phoebe and Piper too.

(Paige goes to the cupboard and the apple catches her attention again. She moves closer to it.)

[Cut to the woods. It's dark. Piper and Leo are walking along a trail.]

Leo: Grams? You don't need Grams to do the scrying. What's gotten into you?

Piper: I don't know, I suddenly feel like I can't make any decisions at all. I feel like I'm ten years old again around her.

Leo: Hey, what's this?

(They find the red cloak hanging over a branch in a tree. Leo pulls it down.)

Piper: Oh, let me guess. Little Red Riding Hood's? Wait, we're off the beaten path, aren't we? Oh, no, Grams.

[Cut back to the manor. Kitchen. Grams is stirring the potion. Paige picks up the apple and takes a bite. Her hair turns long and black and her clothes change into a white robe.]

Grams: Paige... (Paige falls to the floor.) Paige! (A wolf growls at Grams at the kitchen doorway. It runs towards Grams and leaps for her.) No!

(We see the shadow on the wall of the wolf leaping above Grams. The wolf devours her from head to toe. The shadow of Grams then stands up. We see Grams and she picks her teeth. She looks down at Paige. Leo and Piper orb in. Piper's holding the cloak.)

Piper: What happened?

Grams: I'm afraid she's dead.

Commercial Break

[Scene: Manor. Kitchen. Piper, Paige, Leo and Grams are there. Leo is trying to heal Paige. Piper is flipping through the Book Of Shadows. Grams is pacing through the kitchen, acting rather strange.]

Piper: I know there's something in here somewhere about poison. Leo? (Leo looks at her.) No, we are not giving up. This is a stinkin’ fairy tale. If Snow White can come back to life then Paige can too. Right, Grams?

(Grams scratches her head as if she has fleas.)

Grams: Uh, well, I wouldn't get my hopes up.

Piper: What are you talking about? You're supposed to be the expert. There has got to be some way.

Leo: What about a kiss?

Piper: A kiss?

Leo: It worked for Snow White. It's worth a shot.

(Grams sniffs Piper and Piper gives her a look. Grams moves back.)

Grams: A Kiss. Yes, by all means. (She grabs Piper's arm and pulls her.) Come, let's find her boyfriend.

Piper: She doesn't have a boyfriend, remember?

Grams: Right. Sorry. (She chuckles. Her stomach grumbles loudly.) My stomach is really upset.

Piper: Wait, I got a spell. "Here our call, for those who fall, urge her to awaken, from this toxic taken."

(Leo feels Paige's pulse.)

Leo: Nothing.

Piper: Grams, what do we do?

(Grams shakes her head.)

Leo: Focus on vanquishing the evil witch in hopes that it reverses the dark magic. It's our only hope.

Piper: (to Grams) Did you finish the vanquishing potion?

Grams: Um, no. Unfortunately, ugh, bad batch. (She picks up the pot of potion and tips it down the sink. The doorbell rings.) Oh, Leo, would you be a lamb and see who that is?

(Leo Leaves the kitchen. Grams sneers at Piper behind her back. Grams moves away when Leo speaks.)

Leo: (from foyer) Honey? Honey, you might wanna come look at this!

(Piper leaves the kitchen.)

[Cut to the foyer. Leo is at the door. Piper walks in.]

Piper: What? What is it?

(She notices seven dwarves standing on the porch.)

Head Dwarf: Someone here eat a poison apple?

[Scene: St Regis. Phoebe and Adam are dancing.]

Adam: You know there's a fine line between love and hate.

Phoebe: What?

Adam: It's just I'm not sure if you're dancing with me or for Cole. To make him jealous, I mean.

Phoebe: Oh, no, it's not like that at all. It's just very complicated.

Adam: I see, I can always have him fired if that would help.

Phoebe: Really?

(Phoebe giggles.)

Adam: Absolutely, just say the word.

Phoebe: Word.

Adam: Done. (Phoebe sees Leo across the room. He points.) You know, it's almost midnight. What do you say we get out of here?

Phoebe: Uh, hold that thought.

(Phoebe goes over to Leo. Adam starts to follow but Cole stops him.)

Cole: I don't know what happened to you, but I do know evil when I see it. And you're it.

Adam: I don't know what you're talking about.

Cole: No, of course you don't. But if you try to hurt Phoebe I'll kill you.

[Cut to Phoebe and Leo nearby.]

Phoebe: She's dead? What do you mean she's dead?

Leo: Don't worry the dwarves are all over it.

Phoebe: The dwarves?

Leo: Piper cast a spell that wound up summoning the descendants of the seven dwarves. Actually, they prefer to be called little people now.

Phoebe: Snow White and the Little People.

Leo: Look, the point is that they preserve the dead, it's what they do. At least it'll buy us time until we can vanquish the evil witch who's behind all this.

Phoebe: Cole is behind all of this.

Leo: Not according to the Elders he's not.

Phoebe: Wh-?

Leo: Look, even if he was responsible there's nothing more that you can do here. Piper needs you back home to try and save Paige.

Phoebe: Okay.

[Cut to the manor. Living room. Paige is lying in a glass case. The dwarves are standing around it, some cleaning the glass.]

Head Dwarf: When's her prince getting here?

Piper: She doesn't have a prince.

Head Dwarf: No prince? Then who's gonna kiss her?

Dwarf #2: I'll do it.

Dwarf #3: In you're dreams, stinky. I'll do it.

Dwarf #2: I told you not to call me that.

Head Dwarf: People! A little professional decorum here please. (to Piper) Forgive them, it's been a while.

Piper: Mm-hm.

(Piper walks over to the stairs and picks up the Woodsman's axe.)

Grams: Uh, um, sweetheart. (She goes over to Piper. She gets nervous when she sees the axe.) What are you doing with that?

Piper: Well, I'm not gonna sit around and wait for the wolf to attack.

Grams: Wolf? What wolf?

Piper: From Little Red Riding Hood. This cloak is meant for me.

(She points to the cloak hanging over the rail.)

Grams: Oh, you don't believe that silly old story do you?

Piper: Grams, you're the one that says fairy tales are based in truth.

Grams: Well yes, but that one was made up to scare little kids. I mean after all, a little girl gets eaten in the end, what a downer.

Piper: No, the Woodsman comes and cuts open the wolf's stomach and frees her and the grandmother.

Grams: Well, that's not the popular version.

Piper: Well it's in our version.

Grams: Really? Show me.

(Piper goes upstairs, carrying the axe. Grams grabs the cloak and follows.)

Dwarf #2: You think she knows that's a wolf?

Head Dwarf: Not our business.

[Cut to the St Regis. Phoebe and Leo rush into a hallway. They turn a corner where there are no people.]

Phoebe: Okay, let's orb.

(Adam walks around the corner.)

Adam: Phoebe. Where are you going? Who is this guy?

Phoebe: This is my brother-in-law. Something's happened and I gotta ge