From the spot they were at Salem could tell it was morning all ready with the sun's rays slipping in through the cracks of wherever they were hiding out. KAOS hissed each time the beams of light would touch his smoky form.

Wuss, you've never had to face the great horrors of today's witch society: being sentenced as a cat or being splashed with water when you try to have steak or fish fillet rather than that canned crap you're serve for your so-called dinner, he thought. Oh how he now missed even his canned food dinners. Specifically the Lovecat brand of surf & turf can which contained a mixture of tuna and steak. Oh, God I'm going to die on an empty stomach, he whined in his thoughts. I should've made my will during World War II while I had the chance! His thought-sobbing was interrupted by Lilith's appearance. She appeared out of smoke and fire. In her hands was a passed out young mortal between the ages of 25-27.

"Okay father he's all yours," Lilith said as she tossed him to the ground like a ragdoll. Immediately KAOS went through the man's half-parted mouth. The man then stood up and began to twist and turn all parts of his body. At one moment when his eyes opened they were pure black sockets but then he stopped looked up and smiled as he stared at Lilith with the same black eyes. Lilith frowned.

"What are you frowning about?" KAOS asked.

Lilith bit her lip. "Hold still black eyes." She then slapped his face: to the left and then to the right and then to the left again.

"Tell me why you nearly slapped me out of this crappy mortal's body," KAOS demanded, rubbing his cheek.

"We can't have you walking around looking like you do now: a possessed mortal," Lilith snapped.

KAOS examined himself in a small pool of water. "And why'd you pick this dirty mortal again?"

"He's young, healthy yet filthy enough to sustain you and was the first passed out junkie I picked from the pile. So let's get to the music festival."

KAOS then eyed Salem. "And what do we do about the cat?"

"I've got a good use for him while we're at the festival." With a smile and snap of her fingers the three of them vanished from the room.

Meanwhile at the Halliwell Manor

With the sun shining outside it looked like a gorgeous day to have a picnic or a walk in the park. For the Spellmans and Halliwells they looked like they were ready to go to a party but their expressions said they were ready to go to war. Once they learned about how KAOS feeds on souls to stay energized Prue figured that the Gay Icon Music Festival would most likely be the target. The Spellmans and Halliwells paired up: Zelda, Piper & Leo, Prue & Hilda, and Sabrina, Darryl & Phoebe. Each team had a map of the festival and schedule so they could see what acts would perform so which crowd would be the largest in terms of attendance.

"Okay so plan is we find the three of them, save Salem, seal KAOS and vanquish Lilith, agreed?" Prue asked. Everyone nodded their heads in unison.

"Um, what do we do about Jennifer?" Phoebe whispered.

"I'll stay behind in case she wakes up, you girls will be alright?" Leo said.

"Got our potions, our magic is fully charged and we have the item to seal him in," Zelda said patting her purse.

"Then we are set," Hilda said as she, Sabrina and Zelda disappeared from the living room of the manor leaving Leo with Jennifer who was still passed out on the couch.

At the Gay Icon Music Festival

At the festival there was a strong smell beer, savory fried food, scents of vanilla and chocolate and of course weed.

Lilith and KAOS made their way through the crowds. KAOS was so tempted to just rip all the mortals dry, right at that very moment. However, he knew he had to be patient because when the sun was out of sight that would be his moment to shine. Or in his case to eclipse the whole festival and suck every weed-breathing soul at the festival. He watched from a distance as Lilith made her way over to an ice cream stand.

A boy with a large beer cup came over and began to lean into Lilith. On a regular basis Lilith would slice the boy in two but then she knew better not to do it in public but somewhere private. As the cashier handed her ice cream she linked the boy's hand in hers. KAOS smiled

Time to feed.

Meanwhile somewhere on the festival grounds

Everyone remained in a group huddle as Prue began to read the schedule. "Okay so according to the schedule the Madonna tribute concert is held at the north side of the festival while the Elton John tribute will be held on the southeast side. And at sunset the Queen tribute will be at the west side. Since this is America it makes sense most of the attendance will go to the British rock band. That's probably where KAOS and Lilith are."

"We have to do this before the sun's sets otherwise game over," Piper said getting her vials out.

"Why before sunset?" Sabrina asked.

"KAOS is a creature of the night and is very sensitive to light. Once the sun sets he will be able to suck out every single soul not only from this festival but the entire city," Zelda explained.

"That's a lot of people," Sabrina replied sheepishly.

"Correct so the faster we finish this the faster we can get back to our vacation," Hilda said.

Just then a scream was heard. All of them rushed to the sight but only Darryl could get through since he was part of the police force. In a few moments Darryl returned from the crime scene and in panted huffs managed to spit out the info they needed, "Collapsed boy…black eyes…barely breathing…."

"He's already beginning to feed," Hilda said as fear became clear in her eyes.

"We need to find them," Prue said.

"Go do that I'll stay with the force in case any other festival-goers start dropping like flies," Darryl said.

"Try giving mouth to mouth every half an hour it should temporarily stabilize them," Zelda said.

"That can?" Piper asked.

"We can still get the soul back. KAOS needs to fully digest it for it to be permanently gone and that takes a few hours," Zelda explained.

"So let's get back to finding the two of them," Phoebe said.

"I say we do it like they do in mystery movies: split up," Hilda suggested.

"Or we can say hello to Lilith right over there," Sabrina said in the direction of the pizza and wine stand. Everyone turned and sure enough there was Lilith: clinking a wine glass with a man that had long, dirty-blonde hair, sunglasses and was dressed in baggy jeans and a gray shirt.

"Remember approach slowly and cautiously we're still being watched by the public mortal eyes," Zelda said.

"We need to surround them, everyone make sure to block their way so they can't get around," Piper said.

Each of the pairs surrounded the small table on each side: left, right, up and down. There was nowhere to go for Lilith and KAOS to go now. Both demons stopped cutting into their pizza slices and smiled friendly smiles at the witches.

"About time you bitches showed up," Lilith snickered.

"This ends now before the two of you can cause more harm," Piper snapped.

"Ready Hildy?" Zelda asked turning to Hilda as she warmed up her finger.

"Ready Zelly," Hilda replied doing the same thing.

"It's not nice to point. Also, if you want to see your cat alive again you should give us some space and put those nasty vials away," KAOS smirked.

"Where's Salem," Sabrina hissed taking a step forward.

"Oh he's somewhere in this park where you might find him…dead," Lilith laughed. "Or alive, I mean who knows."

"Let's just exterminate them right now, we'll worry about erasing people's minds later," Phoebe said readying her throwing arm at Lilith.

"Well that may be tricky with the ongoing chaos right now. We noticed food was growing short so in good spirit we donated him to a vendor," Lilith said as she spread her arms. "So clock's ticking and like she said it would be a problem if mortals saw you throwing explosives over at two innocent bystanders. Or if something unfortunate happened to the tasty looking cop over there." Her eyes were now focused on Darryl as he gave mouth to mouth resuscitation.

"Don't you dare do anything," Prue growled.

Lilith put her hand to her lip as she feigned innocence. "Oh no not us, we have no interest in a serious officer right now but then again…" She snapped her fingers in an instant the kid that Darryl was with grabbed him by the throat and tossed him to the side.

"What was that?" Sabrina asked, slightly terrified.

"That boy is just hungry right now and now that he's had a taste of your police friend he won't stop until there's nothing but bones left, and happy hour is about to begin so unless you want your little cat all grilled up with a cocktail on the side just ask any of the vendors around here," Lilith cackled.

"You two are disgusting and sick," Phoebe said.

KAOS just winked at them. "Us, your friend or the cat, your choice witch bitches."

And with that both demons disappeared through smoke and the crowd.