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Phoebe's fear of the Woogyman amuses Prue and Piper, until an earthquake releases a shadow demon. Phoebe under the control of the Woogyman tries to kill Prue and Piper, who must find a way to rescue Phoebe and get rid of the Woogyman.

Michael Mantell, Nancy Moonves, Richard McGonagle, Shawn Christian, Tait Ruppert