Jubilee tries to get some information about Penance out of Gateway, but with no luck. Emma treatrs Banshee’s hands, apparently they were wounded when he touched the new arrival. M astounds Emma and Banshee by using the school’s sophisticated computers to illustrate the link she has found between Penance and Emplate. She believes that the longer Emplate feeds off of a victim, the more he begins to assume their physical attributes, that is why he and Penance look fairly similar, and the fact that Penance is exhausted and starving would suggest that he has been feeding off her for some time. In the medlab, Emma tries to psi scan Penance, but finds her completely devoid of any thought patterns. After they leave the lab, Penance awakens.
Meanwhile, the kids are relaxing. Skin and Husk are playing scrabble, while Husk at the same time tries to study quantum physics. Skin thinks she should not try to be somone she isn’t and the discussion turns to county mouse agaisnt city mouse. Chamber is mooching around outside in the rain, the others join the Paige and Angelo when the alarms in the med lab go off. They rush down there to find the room totally obliterated by Penance and a gaping hole in the wall. They split into teams to track her down.
Husk and Banshee head to the north side of the estate, where they find razor sharp claw marks oon the trees. Apparently they are on the right trail, and after Banshee cleared the path with his sonic scream, they see the girl’s footprints.
Emma and M had been sent to the south side, but after hearing of the other’s findings through their commlink, they change direction to back them up. On the way they also make clear that they won’t become friends easily. M states that she doesn’t know emma enough to have an opinion on her yet, and Emma feels challenged by the perfect student.
A brief interlude shows Cartier St Croix relaxing at his home in Monaco when the Orphan Maker attempts to kill him, but his armour begins to fall apart, preventing him from doing so.
Back at the School Husk and Banshee find Penance, or actually she finds them and ambushes them from a hole in the ground. Husk is knocked unconscious and Banshee is attacked from behind, to prevent his from using his scream, Penance holds one of her sharp claws in his open mouth.