The Charmed Ones are still in hiding and the demon Haas suspects that they are alive. He and another demon, Black Heart, are luring teenagers into an Alice-in-Wonderland world, to try to lure the sisters out. The missing teenagers are later found blankly babbling lines related to the fairy tale, which according to several scenes, has been reported on the news. Billie gets word of the disappearances and prepares to go after the demons.
Paige gets pulled over for running a stop sign. The policewoman gets word of one of the missing teenagers found and Paige is spared getting a ticket. After a brief conversation with the policewoman, she decides she wants to become a cop herself.
Black Heart lures a young man, Alastair, into an alley. He steps near a hole and is drawn into it. He finds himself trapped in a dark tunnel and surrounded by Black Heart and Haas. Billie arrives, but the demon has got away.
Paige goes to the police department, but the recruitment officer is skeptical, thinking Paige does not have the stamina to do the job. She flips him over and now he's convinced. However, in her first day at the academy, she hears Billie's "jingle" and leaves.
Billie is fighting with Black Heart and Paige orbs in. Black Heart escapes and Billie blames Paige. They fight, but are evenly matched. Paige knocks off Billie's black wig and Billie leaves. Paige then finds an innocent whom Black Heart had been after. Haas suspects Paige is the one who chased Black Heart away.
Paige scries using Billie's wig. She orbs to Billie's room and talks to her. Paige wants to know what Billie knows about the disappearances. Billie says she is self-taught and tells Paige about the Alice-like names, and about how she scries for demons using a GPS unit and a computer.
The newspaper hires "Julie Bennet" to replace Phoebe, not knowing that she is in fact Phoebe. Phoebe's latest beau, Dex Lawson, had suggested it.
Billie enters the tunnel, but Haas and Black Heart catch her and send her into the Alice-in-Wonderland world. She hears voices and sees bizarre and frightening images all around her. She finds herself in a courtroom and Haas and Black Heart menace her -- but then Black Heart catches fire and explodes. Haas now knows the Charmed Ones are alive, but the sisters throw potions and vanquish him.
Billie joins forces with the Charmed Ones, offering to fight some of the demons in return for training.
Paige has changed her mind about being a cop, but has connected with a cop she met in the academy.
- Alyssa Milano as Phoebe Halliwell
- Rose McGowan as Paige Matthews
- Holly Marie Combs as Piper Halliwell
- Kaley Cuoco as Billie Jenkins
- Brian Krause as Leo Wyatt
- Noa Tishby as Black Heart
- Béatrice Rosen as Jenny Bennett
- Mykel Shannon Jenkins as Paul Haas
- Ted Sutton as Recruitment Officer
- Michael McLafferty as Training Instructor
- Crystal Kwon as Officer Maron
- Michael Dempsey as Bud
- Jason Lewis as Dex Lawson
- Paige displayed amazing fighting skills, when she beat Billie at a hand to hand combat.
- This marks the second time that "Sex and the CIty" was mentioned. The first time was in the episode "My Three Witches".
- In one scene Phoebe is holding "Sex & the City: The Complete Series" but the complete series DVD set hadn't been released yet.
- When Billie fell, her sunglasses disappeared.
- While Piper is talking to Leo about how her life flew by she makes several errors. She said she was fresh from college, trying to become a chef, and single, and then everything came crashing down because she got her powers. However, Piper was engaged to Jeremy at the time and had worked as an accountant after college.