The first day of term at Xavier’s School For Gifted Youngsters in Snow Valley, Massachusetts sees Husk, Jubilee, M, Synch and Skin adjust to life together and their tutors, Banshee and Emma Frost. Husk is itching to become leader of this group and graduate to the X-Men, M is arrogant and does not see why she should hide the fact she’s a mutant. Jubilee is Jubilee, Skin is unsure of himself and his abilities and Synch is confident and powerful.
Banshee and Emma have their first disagreement over how the children should be trained. Emma had Skin and Synch use their abilities against each other, but Sean does not approve. Jubilee thinks she spots Gateway in the interactive ecological biosphere they use for training.
Meanwhile, Emplate and his driver, D.O.A. are waiting at the Logan International Airport for Jonothan Starsmore, who is arriving in the States from England to attend the School, under personal invitation by Professor Xavier.
M explores the grounds climbing trees, when she encounters Gateway, whom she recognises and calls her mentor.She suddenly realises the reason Gateway has appeared to her is because ‘he’ has returned.
As Banshee, Jubilee & Synch go to the airport to greet Jonothan, Emplate passes unnoticed through the crowds, half phased in another dimension, until he reaches Jon and attacks him and begins to feed on his mutant genetic material which keeps Emplate alive. The group attack him and Chamber uses his own power against Emplate to free himself. Gateway teleports Emma, Skin, Husk, and M into the airport. M attacks Emplate and she actually harms him, much to Emplate’s confusion. Husk also attacks, but Emplate guts her. Fearing the death of another friend, like Clarice Ferguson, Jubilee rushes to Husk and rips off her skin, saving her life. Emplate realises he is outnumbered and vows he will return, before phasing away. M wants to go after him, but is telepathically stpopped by Emma, much to M’s anger.
Returning to his Lighthouse, Emplate is angry, and heads to his captive mutant, whom he has fed off for years - but she has disappeared.
Later, the kids are getting to know each other when Gateway appears again on the front lawn. Banshee goes to tell him to leave them alone when Gateway whispers the word ‘Penance’, and to his side lies the mutant captive girl of Emplate’s.