Piper gets thrown out of a restaurant for breast-feeding Chris, which angers Phoebe. Piper tries to get Leo to spend time with their sons. As Paige stands up to the Elders to keep the Magic School open, one of the students summons Lady Godiva, but also, accidentally, a demon who feeds on frustration.
Phoebe is supposedly on sabbatical, but still frets over her column. She still doesn't believe that a man can write her column properly. She and Piper are kicked out of a restaurant because Piper had been breast-feeding Chris.
Paige goes to Magic School and tries to convince the Elders to keep it open. Several students become restless and one casts a spell on a history book, conjuring Lady Godiva and, unknowingly, a ghostly demon, Lord Dyson. The boy, Duncan, is apologetic to Paige but the other students are delighted to see a naked woman. The Elders are worried about this incident altering of history and use it as part of their fight to close Magic School. Paige uses it to prove the necessity of guidance.
Lord Dyson is a demon who feeds on repressed emotions. He attacks Duncan, who then starts a small fight.
Phoebe sneaks into the office to plant a letter about the incident at the restaurant. Leslie walks in and Phoebe claims to be looking for a fountain pen. She suggests the letter that she planted, but Leslie isn't willing to answer it.
Paige casts a spell to try to send Lady Godiva back, but the spell doesn't work. In that moment, a small riot erupts at Magic School. An Elder scolds Paige and Lord Dyson attacks him, becoming solid. Godiva recognizes Dyson and he shimmers away. She tells the sisters about Dyson. They ask Leo to ask the Elders, but he is reluctant to face them; the Elders do indeed suspect him.
The sisters cast a spell to summon Dyson, and then another to send him and Godiva back. The lights go out, and they find the world has changed. Everyone is very conservatively dressed, and all the women are wearing headscarves. Ask Phoebe has become Ask Leslie. They find themselves in jail for talking in public. They conclude that Dyson went back stronger than when he was summoned.
Magic-users, even demons, are in hiding. Paige and Leo orb out of jail and find Duncan. He is suspicious, but Paige talks him into revealing his summoning spell. They go to Magic School, in this time closed for years. They re-conjure Godiva and Duncan and the world changes back, but Dyson feeds on Piper and brings out her anger towards Leo. The sisters fight him off and he shimmers away.
Dyson attacks at the manor, and Paige orbs Godiva away. He feeds on Leo, who is carrying much anger at Gideon's betrayal and this causes Dyson to overdose and explode.
Duncan, at Paige's urging, casts a spell and sends Godiva back. The Elder who scolded Paige earlier offers to let Paige run Magic School.
The episode closes with Phoebe wearing a long blond wig and nothing else, riding a horse outside the restaurant where she and Piper had been kicked out. She protests the manager's decision. Shortly after, Leslie starts writing his response to Phoebe's letter.
- Alternate History: When Lord Dyson succeeds in killing Godiva, a whole new reality ocurrs in which all famous women (Joan of Arc, Catherine the Great etc) never came to power resulting in a massively conservative society where everyone is repressed, including people from the magical world.Leo: Magic School? Magic School's been shut for years. Everyone's in hidding here, even demons. No one dares using magic.
- Artistic License Economics: In the dystopian Alternate Universe, every man is wearing formal wear even though (because of basic hygiene) they would have to own at least three tuxedos, which would be a massive drain on income.
- Big "WHAT?!":Piper: Actually, you're gonna let him feed on you. See ya. [runs for cover]
Phoebe: Good luck, man! [follows her]
- Butterfly of Doom: Godiva's death results in in a nasty Alternate Timeline.
- Crapsack World: The alternate reality where everyone is repressed.
- Dress Hits Floor: They make a Running Gag out of it whenever Godiva strips.
- Godiva Hair: Done by Godiva herself, much to the Charmed Ones' consternation (Piper especially). Phoebe also does it at the end of the episode.
- Godzilla Threshold: Out of options, Piper and Phoebe decide to let Dyson feed off Leo's repressed anger in the hopes that he'll overdose.
- Hate Plague: Dyson has this effect when he's feeding. The targeted person temporarily loses control to their anger and starts venting about whatever's bothering them.
- Man of Wealth and Taste:
- Naked on Arrival: Godiva, of course.
- Politically Correct History: Even though the Alternate Universe is a hellhole where women are flogged and magic is repressed, racial discrimination is aparently not in vogue as a black man is shown talking with white peers freely.
- Straw Conservative: The alternate reality where everyone is repressed.
- Straw Misogynist: The Alternate Universe where women are flogged for speaking in public.
- Spanner in the Works: At Magic School, Dyson tries to feed off Paige and Phoebe, but he gets nothing from them. However, Piper has a lot of bottled up anger over Leo's angst. This helps make Dyson too strong to beat conventionally.