Henry Gibson guest stars as the Sandman (yes, that Sandman!), who asks Phoebe (Alyssa Milano) to protect him from a Tracer Demon (Darin Heames) bent upon destroying all the dreams in the world. In the process of helping the Sandman, Phoebe is galvanized when one of her worst nightmares suddenly springs to life. Seeing this, the demon decides to use a terrifying array of nightmares (including the requisite chainsaw-wielding maniacs and scary clowns!) to destroy the Charmed Ones. Things take a Freudian turn when the girls realize that the only way to save themselves is to figure out the real meanings of their horrible dreams.