The kids are all looking through the window. Skin doesn’t like what he’s seeing, but M thinks it has possibilities. Synch isn’t sure what to think. Gaia doesn’t understand what the big deal is. Jubilee understands, though, and explains to Gaia that what they are seeing outside are tons of rich, human kids, who are new students at the school! And that means that they’ll have to keep their powers hidden.
Jubilee doesn’t like the idea of Sean, Emma and Adrienne starting with new students so soon, and even in the January semester. M doesn’t think it’s much of a surprise, seeing the school’s bad financial situation and Adrienne’s desire to change the school back into its former glorious status. Skin has had enough of the bickering and thinks he has the perfect idea of, at least temporarily, forgetting about all these new students.
Little do the kids realize that they are being eavesdropped by… Gene Nation! Membrain has them locked in and now can learn every move the kids make from now on. He is confident that their plan will succeed. His leader, the Dark Beast, congratulates Membrain on the job well done. He explains that ever since he arrived in this dimension he had to live in the sewers, in fear because someone might recognize him as this dimension’s Beast. But that didn’t stop the Dark Beast, as he could still experiment on mutant DNA and find ways to manipulate them into his designs. And he thinks that, in the students of Emma Frost, he has found the perfect experiments. He orders Membrain, Fever Pitch and Hemingway that they know what to do next.
Back at the school, Adrienne has finally found Emma in her office after a long search. Emma admits that she has been hiding, as she didn’t knew the effect of all these new students would have on her. She admits that enrolling the kids is a perfect plan to help them out of the financial problems Emma got the school in, but remembers that, before she turned Massachusetts into Xavier’s name, this school also had a number of non-students as well as a selected few mutants.
But after Trevor Fitzroy killed them all, Emma closed the school. Emma thought that she was through with academia until Xavier and Sean talked her back into it by convincing her to train the next generation of mutants. Emma feels sad and tells Adrienne that, with them being sisters, they should have kept in touch. Adrienne asks Emma to spare her from the speech, but thinks it’s great that Emma finally agreed to rename the school back into Massachusetts, as, after the Onslaught disaster, the name of Xavier doesn’t inspire people much like it used to do.
Emma asks Adrienne to turn up the volume of the television, as she sees something interesting. They hear the reporter mention that Nate Grey, the powerful mutant known as the X-Man, has been spotted high over Dublin in Ireland. Emma is intrigued. Adrienne knows that look and doesn’t want to hear the plan. Emma tells Adrienne to relax, thinking that, if the mutant is as powerful as the news says, it might be a good idea enrolling him, especially if his surname is “Grey.” Emma wants to try to install a psi-link between her and Nate.
Meanwhile, Nate sits high up in… the clouds! He can’t stop thinking about Madelyne, and reshapes the clouds in her image. Nate admits that Maddie scares the life out of him but, at the same time, he can’t live without her. He thinks that Maddie is the only one in this world who understands him, as his psi-powers keep blinking out of him. Suddenly, Nate stops talking and freaks out! He sees images in his head of Dark Beast with a woman, whom Nate hears her name is Emma Frost. The vision fades away as soon as it came. Nate wants to find out why he saw those images, and what connection Emma has with the Dark Beast, and leaves immediately.
Later, the kids have arrived in Boston. Jubilee congratulates Skin on the fine idea and wants to hang out with Everett. However, M is faster than Everett and pulls him away, wanting to talk to her. Everett follows her, and M smiles. Husk takes the girls with her, taking her goodbye of Angelo and telling him to have a good time with his friend, Chamber! Jono gets the idea and isn’t impressed.
As they are gone, Jubilee asks Paige if she didn’t go too far there, giving Jono the cold shoulder like that. Paige defends that Jono started it. Paige explains that, before she left back home to take care of her sick mother, Jono made a big deal and told her how much he cared about her. And when home, Paige couldn’t stop thinking about Jono and how much she missed him, because she thought he had feelings for her. Apparently, though, the joke was on her because, when she returned, Jono gave her the cold shoulder. She thinks it’s fine – if he wants to play mind games, she’ll give him some in return, but Paige won’t go easy on him.
Gaia changes the subject, and wants to know since when M and Everett are so close, seeing she dragged him away like that. Jubilee doesn’t even want to start talking about M, and asks Gaia if it bothers her that M dragged Everett away like that. Gaia doesn’t think so, thinking if it wasn’t meant to be between her and Everett, she’s fine by that. Jubilee thinks Gaia is wrong with that statement. Logan taught her that, if you want something in this world, you have got to fight for it.
Meanwhile, Banshee sits in the monitor room, looking at his viewing screen and overlooking all the new human students. He admits that it’s a lot tougher with all these new kids than it was before. He’s on the phone, talking to someone that they most likely will need new faculty, and has someone on the line who might be of interest. Suddenly, Sean spots a helicopter on the screen, following a young boy. Finding it suspicious, he stops talking and follows the lad.
Banshee rushes outside and wants to fly to scout the area, but notices a human family staring at him. He realizes his mistake, and runs away instead, telling them to continue enjoy the tour around the school. The parents are obviously not pleased that Sean is the headmaster, but their son thinks it’s cool. Sean arrives in the woods and finds some tracks, thinking the boy has put up a fight. He makes sure that no one is around and flies up, finding the helicopter that took the boy and follows it.
At the same time, Chamber and Skin have arrived at the docks. Jono is worried that all the human kids might hate mutants. Skin thinks that Jono worries too much, and is confident that Adrienne has it fully covered. He explains that she can write him off as someone with a rare pigmentation disorder, seeing his grey skin. Skin jokes that he would have voted for elephantiasis, and transforms his body into Quasimodo, joking that, if he had that, he could sit in his crib in the bell tower all day, having a blast. Jono recognizes that Skin has been practicing his powers apparently.
Jono explains that Adrienne told him that they could write him off as a burn victim and that he’ll have to pretend being a mute. Jono thinks that’s better than telling people he destroyed his own face when he freaked out when his mutant powers manifested themselves.
Meanwhile, Monet has brought Everett to a tattoo parlor. He wants to know what they are doing there. Monet explains that she spent more time than she can remember in Penance’s razor-sharp body, unable to touch or be touched. She thinks that getting a tattoo would be a celebration of being able to be touched again. Monet knows that people take the ability to touch for granted. And she thinks that, mutants or otherwise, they need to be touched. Monet moves closer to Everett, and they almost kiss!
But the happy moment is disturbed by an attacking Membrain! He climbs up from the sewers, and explains to the kids that he’s composed of a psi-sensitive mucous membrane, which explains his codename. Membrain throws slime at Monet and Everett’s faces, which grab onto them. Monet can feel them into her brain. Everett orders M to remember their psi-training, and that they can block their enemy out of their heads.
The plan works, and Monet also remembers her one-on-one battle classes and punches Membrain to the other side of the street! He gets up again, refusing to be beaten by a girl, and throws more green slime at Monet, making her fall through the tattoo parlor’s window! Everett can’t tell if Monet is okay, but she is close enough for him to synch her powers, so he does that. Everett doesn’t think it’s safe to synch Membrain’s powers, since he doesn’t know how they work.
Synch flies towards Membrain, telling him that the fight is over. Membrain isn’t impressed, as he has heard that treat before. And he explains that he also knows of Synch’s powers to copy other mutant powers, and that M is a telepath. But Membrain is also aware that Everett isn’t used to having these psychic powers, which makes it easier for Membrain to defeat him. Everett doesn’t agree and grabs Membrain by his throat. However, he puts more slime on Everett’s face, until the boy falls unconscious.
Monet has survived the fall, thanks to the fact she wore her uniform under her civilian clothes, which got shredded the second she fell through the window. She notices Synch and tries to attack Membrain, but she faints before being able to do more! Membrain finds that pathetic, and thought that the kids were better trained than this. He picks up M and Synch, and returns to the sewers with them.
Meanwhile, Jono and Skin are enjoying a boat ride. Jono admits to his friend that a part of him wishes that he never told Paige how he felt. Jono doesn’t think that he has a future with anyone, let alone Paige, as he isn’t able to kiss. Jono thinks he’s a freak. Skin has heard that statement a lot of times before, and isn’t impressed. He jokes he’ll go to sleep until Jono has something more important to say. Suddenly, they hear a lot of noise on the other side of the boat and, suddenly, a fleeing crowd of people come to them! They tell Jono and Skin to look up in the sky.
They do, and find a flaming skeleton, and the villain introduces himself as… Fever Pitch! He warns the young mutants to prepare for his wrath! Fever Pitch throws fire against the boat, and breaks it in the middle. It’s going to sink! Chamber tells Skin to go help get the people on the lifeboats while he’ll deal with Fever Pitch. While Skin leaves, Fever Pitch reveals to Jono that he was once like him, namely young and handsome. He had the whole world in front of him. Then, his mutant powers manifested, and Fever Pitch blew his face off! And over the years, he grew more and more powerful and ran out of skin to burn. And this is the result. Fever Pitch warns Jono to prepare for his similar future.
Chamber doesn’t think so and, using his powers, he hits Fever Pitch and the impact makes him fall into the water. At the same time, Skin has helped most people on the lifeboat, and warns that the captain has radioed for help. A man falls overboard, and Skin jumps off the boat to help him out. But the man notices Angelo’s grey skin and starts to panic, realizing he must be mutant. Skin swims closer to the man, telling him to relax and lies that he was bitten by a radioactive elephant, which turned his skin grey and gave him the power to stretch. The man believes Skin, but sinks.
Skin dives after the man, and stretches his arm to grab him. Jono notices it and warns Jono to climb back to the boat, and he’ll help him up. But unfortunately, Fever Pitch merges from the water, as it didn’t stop him. He angrily flies towards Jono, who notices that Fever Pitch keeps talking to him like they are the same, but he knows he at least doesn’t talk that much, and attacks Fever Pitch again. However, he dodges the flames this time and knocks Jono out. He grabs Jono, and moves over to Skin, telling him he won’t do anything heroic now. Angelo thinks about it, but can’t risk the man he just saved. Fever Pitch agrees to help the man in a lifeboat, if Skin comes with him. He agrees and Fever Pitch flies off, with both Chamber and Skin as prisoners.
Meanwhile, Jubilee, Husk and Gaia are on a monorail. Jubilee thinks that with these new students in their home, they need to make them understand who’s boss. Gaia doesn’t agree, and is thrilled to meet so many new people. Paige agrees and thinks about meeting the boys. Suddenly, the train is brutally stopped by Hemingway! All the passengers fall down, but are all right. The girls get into costume but Vessel rips the monorail walls open, having noticed that there are mutants aboard.
Jubilee attacks Vessel, but her powers don’t hurt him. Paige decides to husk off some skin, but Vessel grabs her head and throws her out of the train into the water below! Hemingway enters, and warns Vessel to safe something for him. They surround both Jubilee and Gaia. Jubilee attacks Vessel again, and this time her powers hit his face. Gaia admits that she isn’t trained like the others for battles like this. It takes a lot of concentration, but she manages to use her reality-warping powers to transform a part of the train into a giant, green arm, which grabs Hemingway.
But he easily breaks through it, and knocks Gaia out. Paige emerges from the water and continues husking her body into steel. Vessel manages to knock off Jubilee, but gets grabbed by his hair by Paige. She quickly knocks out Vessel, and Hemingway agrees to fight her, thinking it might be fun. It’s a rough battle and Paige manages to knock him off, but Vessel stands up again and kicks her unconscious. They grab both Paige and Jubilee up, but Vessel thinks they best leave Gaia behind, thinking she is… dead!
At the same time, the helicopter lands in Vermont and Banshee lands as well, planning to investigate what’s going on. However, as he goes, a huge bodyguard sneaks up behind him and knocks Sean out! The bodyguard guesses that Sean didn’t read the “no trespassing” sign.
Later, Emma drives in her car alone on the road in the outskirts of Snow Valley. She’s still not completely convinced that bringing in so many new human students is a good idea, as with so many active minds around it’s harder for her to turn her telepathy off. Even that psi-link she installed with Nate Grey gave Emma a headache, so she thought it was a good idea to go outside for a drive, hoping to relax. Suddenly, a car, driving in the wrong direction, heads towards Emma and hits her car! She angrily gets out, and out of the other car steps… Gaia!
Gaia is startled. Emma tells her to calm down and just explain what happened. Gaia mentions they were attacked, and that she was left for dead. She discovered that Jubilee and Husk were kidnapped and, while she tried to find the others, Gaia found nothing but traces that they were taken as well. She made her way back to Sean’s jeep, and was on her way back to the school to warn Emma.
Emma thinks the incident to be similar to the time when Fitzroy killed her old students, and hopes that history isn’t repeating itself. Emma promises Gaia that they won’t die this time, and decides to get back at the school to get some reinforcements.
However, a voice from above tells Emma that she isn’t going anywhere. Not until she has told him everything she knows about the Dark Beast. Surprised, Emma and Gaia look up, and find… the X-Man!
