It is Halloween and Banshee and Husk have taken Franklin, Leech and Artie to a Halloween Festival in Rutland, Vermont to give them some time to enjoy themselves.
Meanwhile, a bunch of local kids from Snow Valley are planning to terrorise the school with tricks throughout the night as they are jealous of the clever kids they think reside at Xavier’s. As they drive into the grounds though, they see a spirit with a flaming skull and a melting man hanging from a tree. They are petrified, and then their car starts to levitate and they are thrown clear of the school. Laughing, Jubilee, Chamber, Skin and M reveal themselves. Observing from her private suite, Emma is thinking how good it is to have all the kids back on campus together again. She worries how they will cope outside of the school’s walls, without Sean and herself’s protectection. Then Nightmare appears to her again, and tells her that he needs her help. She begins to wonder what would be in it for her.
Back in Rutland, the kids are having the time of their lives, but Paige is worrying about them running round. Sean tells her that this is the one time of the year when Artie and Leech can walk around without having to hide their true selves, and he is happy Franklin is enjoying himself, considering he has just been orphaned. Paige tells Sean he is very good with them - with all the kids, but does he ever feel bad about not being there to watch his daughter grow up.
Sean looks shocked at first, but then admits to Paige that he misses her every day of his life. Then an old man in an Omega Red costume scares them both, and as they laugh about it, Franklin comes up to Sean crying because he misses his mummy and daddy. Sean doesn’t quite know what to say, so Paige tells Franklin she knows just how he feels because her own daddy left her for a place amoungst the stars not so long ago. He asks her what she does when she wants to see him, so Paige tells him she just feels her heart and he is there. As Franklin and Paige hug, Sean feels sad and thinks about Theresa.
In Emma’s quarters, Nightmare is explaining how he has been banished from his own realm by a woman who wants to rule the dream world. Nightmare explains that if she does then there will be serious damage. Emma tells him that she has enough to deal with, but will let him know and gets into bed. She tries to sleep but Nightmare doea not leave so she gets annoyed. She tells him she knows there isn’t some woman trying to rule his dimension, he’s just trying to find a way back into his realm. He tells her that she is real, he just needed to make sure that she couldn’t use Emma to sneak in. Emma tells him that she couldn’t anyway because transporting corporeal forms into the nightmare realm is way beyond her abilities. Satisfied, Nightmare agrees to leave.
At the festival, Paige and Sean are getting the very tired boys into the car for the journey back when Artie uses his powers to create an image of what Theresa would have looked like if she were about six years old. Paige tells Sean that it’s Artie’s way of saying thank you.
Back in Emma’s suite she suddenly has the most vivid nightmare - Nightmare is showing her multiple future images of gunfire, dead bodies, crashes, Bastion, the whole time telling her that it’s her dream, not Xavier’s dream and its coming apart at the seams. With a shot, the crush, the scream, the unkindest cut, the crash, the burn and the fall. He asks her if she can taste it - the taste of hope as it dies. Suddenly Emma awakens to find Nightmare standing over her - she demands to know what that was all about? She thought their business was done. Nightmare tells her it is - it was his way of saying thank you - by showing her a glimpse of the imminent future.