A demon attacks The Charmed Ones with dream dust, causing their nightmares to come to life. Paige is harassed by an evil clown at a baby shower, Piper has an affair and Phoebe is chased by a maniac with a chainsaw. The sisters must use magic to put themselves to sleep to re-enter their nightmares and unmask the symbolic meaning of their dreams.

When a demon attacks and kills one of the three nympths that protect a lake, the Charmed ones try to help. However, once the demon is destroyed, the nypmphs decide Paige should replace the fallen nymph, and they won't take no for an answer.