In the Biosphere of the Massachusetts Academy, Sean is giving the class a lecture. He uses the recent tragedy of the loss of Emma’s powers and Chamber’s communication to illustrate that one must always be prepared. You never know when your powers will be nullified, so you must have the advantage in hand-to-hand combat.
Lesson number one is to fight on grounds only of your choosing so that you may have the advantage. Sean then tells the team that they will benefit from this exercise, and Skin is quick to point out that Gaia lost her powers too, why isn’t she participating? Synch snaps back that she isn’t officially one of the team, at least not yet. Husk says that the exercise is practical, and Monet snidely remarks that it wouldn’t matter if Paige lost her husking ability anyway. Gaia disagrees, saying that no matter how useless a power may seem to be, it is still disastrous when you loose it; just like loosing one of your five senses. Jubilee says she has a good point, but urges Sean to hurry up with the training since the pizza that they ordered would soon arrive.
Sean sets up the scene while holding a basketball in his hand. He says that perhaps there was a threat that was only apparent to Jono, represented by the basketball. How would he warn the rest of the team? Sean tells Jono to think fast as he hurls the ball towards his charge. Chamber unleashes a furious blast at the ball, ripping it to shreds in an instant. Banshee seems shocked, as it wasn’t quite what he expected, but congratulates Jono on his controlled blast anyway. Jubilee giggles that that was a warning and a solution all in one!
As Chamber secures his mask over his face once more Sean sets up another scenario. How would the esteemed Emma Frost respond to an unforeseen foe? Without taking his eyes off of the children, Sean throws a backhand punch right at Emma’s face. With a warrior’s ease Emma blocks the punch, and throws one of her own followed by a knee to the stomach and finally a flip that lands Sean dazed on his back. The team stares in shock as Sean says that Emma has been practicing.
Somewhere over the Atlantic Ocean, Bianca LaNeige and her dwarves are struggling to regain control of their spaceship. Their wing is on fire and they are skidding above the waves. Bianca bellows at her “dwarves” to not let the ship crash and to get her back to Snow Valley. If they fail to do so then they will be stuck inside of these dwarf bodies forever and will never regain their true forms. At the front of the cockpit, Greasy tells Stinky that if they ever do get their forms back Bianca better watch her back.
A loud grunt is heard echoing from the Biosphere that is emanating from the damaged Sean Cassidy. Rubbing his head he tells Emma that he has had enough and he gives up, and to stop stomping on his head. With her foot raised Emma tells Sean that she wouldn’t think of it! She then asks him if he was really going to punch her in the face. Grabbing her foot and tossing her to the ground, Sean answers “of course”, since they have to keep the exercises realistic.
Sean gets up off the ground, addressing the children. Lesson number two: never assume that your opponent is helpless. His sentence is interrupted by a punch to the back from Emma whereupon she takes over the lecture. Lesson number three: never turn your back to an opponent unless you are absolutely sure that the threat has been neutralized. Sean grabs his back and complains about his kidneys. Gaia asks Monet if training is always this rough to which she coolly replies, only when they have adult supervision.
Around Cape Cod, Bianca’s spaceship flies a sporadic zigzagging course, nearly missing a lighthouse. Bianca complains to Brainy, the pilot, if they cannot fly a straighter course? Brainy replies that he is flying as straight as he can with only half of the control surfaces functional. He then asks his boss why she is so intent on revenge of Emma Frost. Why, she indignantly asks and then begins to tell her story.
(flashback)
Emma Frost is the head of Frost International, a vastly powerful company of which Bianca’s is the rival. One day Emma walks into her office with a stack of papers in her hands, saying that Frost International has acquired LaNeige Industrial in a hostile takeover. Bianca is in disbelief because she thought that her lawyers had succeeded in defending the takeover. Emma says that that was true until her lawyers bought off Bianca’s lawyers; they are all bottom feeders in the end. Maliciously Emma tells Bianca to pack up her desk and be gone in five minutes.
Bianca leaves and rushes to her most secret project at its hidden location to seek revenge. It was a device that had been built to break down the barriers between dimensions, and Bianca was going to use it to acquire some alien technology that would give her the edge in business. Instead of its intended use, the device trapped her in that dimension where she undergoes extreme torture. On the bright side though, she gains marvelous powers.
(present)
Those powers having been taken away from her, Bianca vows that she will still find a way to have revenge against the woman who took away everything she had ever worked for; Emma Frost.
A doorbell interrupts Generation X‘s brutal training session. Synch says that the pizza must be here, and offers to get it. At the door stand Dorian and Weasel, the miscreants who beat Everett and left him for dead. Dorian cleverly comments to his dim friend that Synch was the guy who had been beat up by the “mysterious strangers”. He then threatens Everett that he had better not rat them out to Chief Authier or else they will return and finish the job. Then they demand thirty dollars for the pizzas and a good tip.
Everett slyly changes the topic, asking the two if they had used their own car to make the deliveries? Confused, they ask why. Everett smiles widely and says that he hopes their insurance is paid up because it is just about to get trashed by an unknown type of spaceship. Sure enough, Bianca’s spaceship crashes down on the hood of their car and bounces toward the house. Dorian and Weasel run for their lives screaming. Inside the ship, Brainy orders Greasy to power up the deflectors and close the blast doors. Impatiently Greasy says that he is working on it.
In the Biosphere, Skin asks Jubilee what that loud noise was? She says who cares, all she is worried about is whether their food is here or not, since they promised speedy delivery. Just then the ship crashes through the walls of the Biosphere. Skin says that the pizza delivery is really quick, but someone recognizes the ship as the spaceship that they saw at the golf course. Bianca and her dwarves charge out of the ship. She gives them orders that they can do whatever they want to the other mutants, but Emma is hers. Sean orders everybody to fall back behind him. Emma is in surprised as she recognizes the woman as Bianca LaNeige.
Outside, Dorian complains about his totaled car. He only had minimum liability coverage! Weasel says that he doesn’t think “close encounters” would be covered by collision anyway. He then wonders out loud what the aliens are going to do when they finish with the mutants. The boys look at each other and then run as fast as they can, agreeing not to say anything to anyone. Besides, who would believe them? Watching them leave, Synch realizes that Gaia is inside the building and rushes in to help her.
Banshee tells his pupils to cover their ears as he unleashes a devastating sonic blast. The dwarves are knocked backward, giving Emma the opportunity to escape. Bianca urges the dwarves to keep up the attack as she rushes off after her nemesis. Banshee devises an attack plan against the dwarves: Chamber, Jubilee, M, and Penance will flank to the right while the rest go with him to the left. Monet asks about Emma, but Jubilee says that she can take care of herself.
Emma rushes off into the dormitories with Bianca fast on her heels screaming at her that she has to pay for what she did. Emma, in the kitchen, grabs a frying pan while telling Bianca that she was driving her own company into bankruptcy and her own shareholders begged her to take over the company. Bianca yells that she is lying, and that she is going to teach Emma a lesson. Swinging the frying pan at Bianca’s head and connecting, Emma tells her that she is wrong; she is going to teach her a lesson. Lesson number one: always bring the fight to familiar territory. Emma winds up for another swing, but Bianca tackles her to the ground, asking, “why is that, so you can get trashed in homey surroundings?” The two tumble into the refrigerator, knocking items onto the floor.
Emma grabs a jar of mayonnaise and smashes it over Bianca’s head, saying that it is so you know what makeshift weapons are close by. Unfazed by the attack, Bianca picks Emma up over her head, body slamming her into the cupboard. Dazed on the floor Emma concedes defeat, pleading with Bianca not to stomp on her head. Bianca seems to like the idea and raises her foot high. Emma grabs the leg and flips Bianca onto the floor. Lesson number two: never assume your opponent is down for the count and helpless. Bianca points to a phone on the wall, saying in a weak voice that she thinks she needs a trauma team, and to call 911. Emma scoffs at her rival saying that she won’t be deceived into turning her back. She grabs a watermelon that sits on the counter and raises it above her head, saying that that brings them to lesson number three.
Back in the Biosphere, the dwarves fight valiantly. Stinky, Spikey, and Windy are busy assailing the team while Warpy hurriedly assembles the plasma cannon. The noxious fumes of Stinky repel the girls of the team, but Jubilee decides that the dwarves can’t aim at what they can’t see. She releases a series of “pafs” that temporarily blind the dwarves. While they are distracted, Everett synchs with Banshee so that they can hit the dwarves with double the sonic blast. Synch then asks Jono if he can take care of the plasma cannon, which he promptly does with a blast. Windy looks at the smoldering remains of the cannon, noticing the Chamber used controlled fusion to destroy it. Warpy says that that beats any device that they have, so the dwarves decide to surrender. They say that they would rather be stuck in the miserable bipedal bodies then be molecularly discorporated; besides Bianca bullied them into it.
That raises the question though, where are Bianca and Emma? Skin says he saw them run out the back door. Moments later the team finds Emma in the kitchen, nonchalantly sitting on the counter with a piece of watermelon in her hand next to an unconscious Bianca. She tells the kids that she is afraid their guest had “a little watermelon on the brain”. The team says that that joke was even beneath her, but the conversation is cut short by the telephone ringing. Emma answers the phone, and tells the caller to hold for just a minute. She hands the phone to Banshee, telling him that it is his daughter Theresa.
