At the Muir Island facility off the coast of Scotland, Banshee talks to Moira about Monet St. Croix, or actually the twins she split into. Moira expresses her curiosity about the girls’ state, wondering if the twins are her natural form or an aberrant condition. After looking through the comparative DNA samples and EKGs she nags at Banshee for not bringing the twins along for examination. Sean bashfully tells her that he didn’t think that was a wise decision. Moira comes right out and states the obvious; he didn’t want the girls to be around her because she has the Legacy Virus. Sean asks her how she is feeling and the response is not that encouraging, but there is hope. Moira has found evidence that the secret to curing the disease might lay in the similarity between X-Man’s and Cable’s DNA that she recently noted. Nonchalantly she inquires how things are going at the school with Emma Frost.
Back at Xavier’s School for Gifted Youngsters, Emma stands vigil over the bodies of the sleeping twins that were formerly the mutant known as M. She hates being taken by surprise, M’s secret completely blindsided her. Paige approaches Emma to ask her if the team can have some get away time; it has been rather stressful and she thinks that the team just needs some time to feel normal. Against her better judgment, Emma concedes to let the team go to the county fair. After all, what harm could it do?
At the circus, the Ringmaster talks to his comrades about their financial crisis. They don’t see the problem; after all, he could just hypnotize the crowd like he usually does so that the rest of them can take the crowds’ money. Ringmaster tells the others that he doesn’t want to continue with the life of crime, but everyone else convinces him that they need the money. He agrees, but only with the stipulation that they only steal from small town audiences, who thanks to his power won’t even know they were hit, so they won‘t be found out by the police.
Back in the dorm room, Husk futilely attempts to convince the rest of the team to go to the county fair with her. Chamber says that because of his own disfigurement he tends to avoid freak shows, and Skin too isn’t interested in Husk’s offer. After enough nagging, Jubilee gives in and orders Synch to come with her.
From a window upstairs, Emma watches anxiously as all five of them go off into town. If she had her way, they’d never venture beyond the school’s grounds as she doesn’t like letting them out of her sight. She can’t protect them when she can’t be near them. On the other hand she knows what it’s like to be locked away for the own good. As she swims around in her thoughts, Penance tentatively sneaks up behind her. Emma whips around to see Penance scurry away. She doesn’t blame Penance for her reaction; she has little reason to trust her after she almost handed Penance over to Emplate. That it was only a ploy doesn’t matter, she has to earn Penance’s trust anew.
On Muir Island, Banshee and Moira talk about Moira’s work habits. After she solves the puzzle of M she is going back to her research on the Legacy Virus. Banshee thinks she works herself too hard without a rest; she doesn’t cherish life anymore. He suggests that the two of them have a break.
At the county fair, Husk tries to get everyone in a good mood but fails miserably. Chamber tries to flirt with Paige, but she is too busy with everyone making feel better to respond. She notices that people are being let into the show tent, and suggest to get in too, or else all good seats will be taken. Asking for the others to save them two seats, Synch and Jubilee decide to go off on their own, while Husk convinces Chamber and Skin to go into the big top with her.
From behind the curtain, the Ringmaster spies ion the gathering crowd and prepares the rest of his team.
Outside, Jubilee and Synch talk about their problems. Synch somehow blames himself for M’s current predicament, confessing to Jubilee that he convinced M to kiss him. He says that because of his mutant ability to synchronize with other mutants, he could have been to blame for her separation. Thinking that he could be a danger to Jubilee as well, he runs off into the crowd.
In the big top, Husk, Chamber and Skin watch the circus performances. Ringmaster steps into the center ring and calling for everybody’s undivided attention, he hypnotizes the crowd. As Paige looses her concentration and starts getting dizzy, her last coherent thought is to warn the others. She instinctively pulls off Chamber’s scarf, releasing a tremendous blast of psionic energy. The blast pulls everyone out of their hypnotic state, but a panic ensues when the rest of the crowd discovers that the three teenagers are mutants. The Ringmaster tells the rest of his cohorts that the must stop the mutants before they turn the Circus of Crime in to the police.
Synch sits outside the big top reveling in his self-pity when Jubilee comes over to him with some cotton candy. He apologizes for acting like a jerk, but she says it’s okay, he is not the only one who blames himself. She sits down next to him and confesses her guilt about Operation: Zero Tolerance and how it was partly her fault. If she had been stronger willed they would not have been able to extract information on the X-Men from her mind. Their conversation is interrupted by a flock of people that come bursting out of the big top talking about the fight inside.
The Circus members attack the three youths immediately. They aim Cannonball at Paige, planning to knock her unconscious, but she quickly husks into a metal form and reflects the attack. Princess Python sicks her pet python onto Skin, but he easily wraps up the large snake with his extended skin. The trapeze artists summersault onto Chamber, who effortlessly blasts them away with a psionic flare. Ringmaster tries to reassert his control over the frightened audience taking every bit of his concentration. Silently he wishes that the Circus of Crime could go back to being simple performers.
On Muir Island, Moira lectures Banshee on his foolishness. She says that there is no time in life for frivolous activities like picnics. She would love an evening out, but it would be irresponsible for her to enjoy herself while there is a task for her to accomplish. Banshee agrees that her work is important and that everyone is counting on her, but no one dies wishing that they had spent more time at work. He tells Moira that he misses her and wraps his arms around her.
Ringmaster complains to his circus crew that they are taking to long to beat a bunch of kids. This rallies them together as they close in on the three young mutants. Jubilee breaks up the ambush by frightening the released circus animals with her pyrotechnics. Calling them crazy, as the animals are both dangerous and worth a fortune, the clown heads to attack Synch. Everett doesn’t know what to do since his mutant power cannot work on a normal human. Instead of using his powers, Synch uses his field training to pick up a cane and stick it in the spokes of the clown’s unicycle.
The Gambonno brothers on the trapeze target Jubilee next. Luigi sneaks up behind her while Ernesto swings down do hit her. Jubilee jumps out of the way, making the brothers collide. Ernesto yells to stop the fight; his brother needs medical attention. The two teams cease fighting to attend to the fallen trapeze artist. Paige asks if there is anything that the Generation X kids could do, but Ringmaster declines. They can keep him patched up until the kids call the police. Paige is baffled by the comment and discusses it with the rest of her team. Jubilee comes up with a solution and runs off to talk to Ringmaster.
Some time later, Ringmaster talks to a full audience, telling them that all profits that were received that day will go to benefit a certain group of local charities. Chamber doesn’t think much of Jubilee’s plan, but she doesn’t see what is so wrong about it. Ringmaster hypnotized the crowd into forgetting the young mutants and the Circus of Crime gets a second chance. Jubilee then incinerates the Ringmaster’s hypnotic hat and throws the now useless device away. As they walk home, the team wonders how Emma will react when she hears about their day’s events. Jubilee thinks she’ll wig, but that‘s an added bonus.
On Muir, Banshee and Moira sit on a blanket having their picnic. Moira confesses that she is glad she came to the picnic even though she feels guilty about abandoning her work. Banshee tells her that life is full of choices, some bitter, some sweet. Moira smiles and tells Sean that he is a good man and that she doesn’t tell him often enough. He agrees, and then they kiss.