Emma and Sean have gathered the kids for a meeting. Emma is afraid that she and Sean have becoming very lax of late, and now it’s time to pay the piper. She explains that the State Educational Standards Board is sending an investigator called Ms. Pickwick over this afternoon. Therefore, Emma thinks it’s best that they look like a real educational institution, or else they’ll have to face the risk of being shut down!
And because of that, Emma has given everyone new… school uniforms! Literally. Jubilee doesn’t like them, and mocks that, after successfully defeating Emplate, Bastion, Black Tom Cassidy and even Bianca, now a woman called Pickwick will be able to shut them down. Synch jokes that they should make Pickwick an Avenger. Chamber doesn’t like the uniforms either and neither does M, who prefers less shoddy uniforms. Skin asks Emma how long they’ll have to wear these stupid uniforms.
Emma mentions that’s another thing. She knows that respect for the faculty has eroded to the extent that lately, even Paige has been calling her and Sean by their first names! Jubilee jokes that Paige was just lightening up on the kissing up. Chamber defends to Jubilee that remark was uncalled for. Sean explains that’s why he and Emma… ehrm, Ms. Frost and he have decided it’s best that the kids start addressing them in a more formal manner. Everyone stares at Sean.
Gaia thinks it’s a very good idea. M thinks Gaia doesn’t really know, because she has spent the last millennium chained to a rock at the end of the universe. M explains that, in all the best, most progressive schools on the continent, it’s not more than normal that students call their teachers by their given names. Synch defends that, considering all the time M spent trapped in the form of Penance, it would have made her a bit more humble. He wants to know how M feels that now her twin sisters are trapped inside Penance.
M feels terrible about it. But she has promised Nicole and Claudette, who sit behind M, that she’ll do whatever she can to help them, until they can find their brother, Emplate, and make him undo the spell. And the twins have agreed to be patient. Sean asks M if they have worked that out between themselves. M confirms, and so does Penance. She sticks her thumbs up but, in doing so, rips her entire uniform apart! M jokes that they’ll have to give Penance a uniform made of titanium Kevlar.
Emma thinks that now they are on the subject of Monet, Penance and the twins, they need to clear up some discrepancies in the records. Emma mentions to Monet that, while she was in Penance form, she was listed as being Yugoslavian, a country that no longer exists. M reveals that she was born in Sarajevo, and that her parents met on a skiing holiday. M corrects that, actually, she has three passports: she is Algerian, French and Yugoslavian. And her full name is Monet Yvette Clarisse Maria Therese St. Croix!
Skin jokes that M has got more names than he does. Emma thinks that all makes sense, but she wants to know how they can keep accurate records on Monet and the twins, who are sharing one body, which is almost as difficult as explaining where Gaia came from. Sean takes a look at his watch, and notices that the kids are getting a bit antsy, so he suggests that they get into battle uniform and train a little. Everyone cheers, and move over to action.
Soon afterwards in the gym, the team has split up in male and female teams. Emma talks to Gaia, Jubilee, M and Penance about responsibility their powers have. Emma knows it’s very easy to abuse their abilities and subvert them for personal gain. M cuts in, asking Emma if her personal fortune isn’t based on a business gained by abusing her telepathic powers, which paid for this school. Emma confirms that. She reveals that there was a time when she had other priorities, the amassing of personal wealth being a major one, and her involvement in the Hellfire Club altogether, but that was all in the past, and also an other Emma Frost, she defends. Emma asks M if she doesn’t think that people can change. M doesn’t. She doesn’t think that people can really change. She thinks that they just get better at hiding who they truly are. Emma doesn’t agree.
Meanwhile, Sean suggests to the boys that they review their basic fighting skills as a warm-up. Synch asks Sean if they can talk in private for a moment. Sean doesn’t mind, and tells Jono and Skin to spot each other on the bench. He and Everett leave. Everett was hoping that Sean could cast some insight on a personal problem, which is about Gaia.
Synch knows that Gaia is over a thousand years old, but in some ways still a kid. She’s from the other side of the universe and has powers that Everett knows they might never fully understand, but he knew from the moment he first saw Gaia that they were meant for one another. Everett wants to know if he isn’t in over his head. Sean doesn’t really have an answer.
Chamber helps Skin working out, and Skin notices Jono looking a little glum, and asks Jono why he’s so down in the mouth about. Jono becomes angry, and defends that Skin should really think before he says something which might hurt people’s feelings. Skin apologizes, noticing that Chamber is once again brooding about why he’s a mutant freak. This makes Jono even angrier.
Jubilee starts defending Emma, as she knows what a wicked witch Emma used to be, even stealing from old widows bank accounts, but Jubilee knows how much courage it takes to stand up and teach a bunch of kids like them about morality. Emma sighs, but thanks Jubilee for defending her.
Sean admits that he hasn’t been in a lot of successful relationships, but he can remember the pain when he was Everett’s age, and the confusion and self-doubt. Sean explains that there isn’t a man who can fully fathom what’s going on in a woman’s head. Sean jokes that there was once a wise man who said that the difference between men and women is that women don’t like the Three Stooges! Sean thinks that the only thing Everett can do is come out with it.
Everett thinks it’s never going to get any better. Sean hesitates before responding, but confirms that it truly won’t. He knows that you can’t go through life expecting everything to go better. Sean tells Everett that he’s at his peak right now and, from that moment on, everything will go down. Everett doesn’t know why, but that last statement made him feel better. Sean thinks that’s great for him, because he jokes that, right now, he wants to shoot himself!
Chamber asks Jono how he would feel if he kept calling him “elephant man.” Skin doesn’t know why Jono’s so upset, as he’s got someone who cares about him, namely Paige. Jono agrees and knows that, if Skin had someone to care about, at least he could kiss her. Skin remains silent for a while. Skin knows that everyone wants what they don’t have. Chamber knocks Skin playfully on the shoulder, knowing that everyone wants to be what they aren’t. Skin agrees, and they are cool again. Emma warns that the training is over, as Ms. Pickwick is about to arrive. But, in herself, Emma wonders how they are going to convince Pickwick that they are alright, if they can’t even keep peace between themselves!
Soon afterwards, Ms. Pickwick has arrived, and is outraged at the results! She doesn’t believe for one that M is from Yugoslavia, and shouts that she wants to know where the transcripts are and test score results, and why the students are allowed to wear such makeup and costume accessories. She wants to go report it all to the board, but then… she gets a heart attack!
Moments later, everyone has went into Sean’s truck and hurry to the hospital. Sean explains that they couldn’t just call the ambulance, because the volunteer ambulance is on the other side of town and they can drive Ms. Pickwick over there in half the time. At the back of the car, Emma uses her telepathic powers hoping to keep Ms. Pickwick together. They drive further on the freeway, and notice a truck that has fallen down. Chamber tells Sean to continue driving and he uses his powers to fire a hole through the middle of the truck so they can move on.
Sean loses control of the car, and are about to drive into some trees. Skin helps Sean steering, and Penance jumps out of the car! She slashes the threes apart, so Sean can drive on. However, all the leaves flying around don’t give Sean much visibility. M flies out of the car so she can warn Sean about any danger, but she is so high up in the sky that Sean can’t hear anything M is saying. Chamber has an idea, and keeps telepathic contact with M and tells him to keep going straight. Emma replies that, thanks to her psi-link with Ms. Pickwick, she can’t help it but make Pickwick see whatever they see! M shouts at Sean to stop, as he’s heading towards a cliff!
But Sean is already to far and can’t stop. Penance gets clear of them. Synch has an idea: he and Gaia touch hands, so he can synch her powers and telekinetically lands the car safely on the other side on the ground. Sean wants to know if they have a phone with them, as he wants to warn the hospital staff in advance of their arrival. Emma is way ahead of him, and uses her telepathic powers to warn the nurses. They find it odd, and don’t really understand what’s going on, but prepare a cardiac arrest case. And after finishing it up, the others arrive and the doctors help Ms. Pickwick out.
Emma is glad they made it in time, but still has fears. Ms. Pickwick was in a too fragile state, so she couldn’t risk a mindwipe about the facts of how they used their powers on the way to the hospital. All they can do now is wait for the fallout.
One week later, Emma receives a phone call from Dr. Bannerjee, who told her that Pickwick has been released from the hospital, and apparently didn’t mention anything about them to the doctors. Suddenly, the doorbell rings. It’s Ms. Pickwick! She sits in a wheelchair, and has a doctor with her, whom she tells to go wait by the car. He does as told. Pickwick explains that, at first, she thought that the pain and shock were causing her to hallucinate, but then a nice policeman came to ask her if she knew anything about a hole in a truck, and that’s when Pickwick knew that everything she saw was real.
Emma tries to mindwipe Pickwick, but she tells Emma not to. She is fully aware of Emma’s powers, but realizes that they risked everything to save her life and to apparently protect a great secret. But, Pickwick also knows that the student body seem to be fully aware of that, and therefore she has prepared some papers which will highly recommend the Massachusetts Academy! All the kids hug Ms. Pickwick, who cries of happiness.