Prue, growing weary of her battles to save innocents and in fighting off the Angel of Death, is forced to turn her back on a dying soul, and must come to grips with her feelings towards fate and the death of her mother.

In an attempt to stop a demon on a murderous rampage upon his human relatives, Paige casts a spell that inadvertently blocks all death, and it's up to the Charmed Ones to make things right, when the Angel of Death wants the mess cleaned up. Meanwhile, Agent Brody reveals that he has been following the Halliwells longer than they thought, and Phoebe must deal with her feelings toward Leslie.

The Angel of Death returns to visit the Charmed Ones but they're shocked to learn that he's there for Leo. To try to stop him from taking Leo, Piper casts a spell that backfires, making every man a Leo lookalike, forcing Piper to take drastic measures and ask the Elders and the Avatars for help. Meanwhile, Billie continues her search for the truth behind her sister's disappearance.