The Museum of Natural History in Manhattan, where the mutant students of the prestigious Massachusetts Academy are enjoying a well-deserved excursion. Emma Frost, the headmistress of the Academy and teacher Tom Corsi are supervising Everett “Synch” Thomas, Paige “Husk” Guthrie, Jono “Chamber” Starsmore and Angelo “Skin” Espinosa, four members of Generation X as well as the Morlock Leech and the mute boy Artie Maddicks, two wards of the Academy as they all look up at a dinosaur skeleton.
Angelo boasts that ‘these things’ looked scarier in that Spielberg movie as Jono asks Everett what the hand out says. Everett replies that it says the T-Rex could eat 500 pounds of meat and bones in one bite. Skin declares that he is hard to impress considering that they have fought giant robots that would have skinned a T-Rex alive, and asks Paige what her opinion is. 'Look at its feet! Can you imagine being stepped on by one of these things?' Paige exclaims.
Emma stands at the back of the group with Tom Corsi and she tells him that it was a good idea to bring the kids here. Tom thanks Emma and jokes that he may just be a gym teacher but that he has his moments. Emma adds that the kids could use something to take their minds off things, especially after they got the horrible news about Wolverine and Banshee and Jubilee had to go to Westchester. Tom agrees and tells Emma he is glad she allowed Artie and Leech to come along too, as he believes they need to get out more, even if they do have to use image inducers to hide their true appearances.
Standing to the side of the group, Leech whispers to Artie, telling him he thinks this is boring and that they should go have some fun! Skin declares that it feels weird to be out having fun while Jubilee is off with the X-Men, adding that he thought Wolverine could not die, because of his healing factor. Paige declares she thought he lost that when his adamantium skeleton was removed, to which Chamber asks if he didn’t get that back. ‘I dunno, so much stuff goes on with the X-Men I cant keep it all straight!’ No one notices as Artie and Leech sneak away from the group and use their image inducers to make them appear like totally different boys than the ones they just were.
Paige tells everyone that she cannot remember the last time she took a day off, to which Jono jokes that he would believe that. Emma turns around, and suddenly realizes that Artie and Leech are gone. Synch tells her that he thought they were with her, Skin and Husk declare that they swear they juts saw them, ‘The little wankers ditched us’ exclaims Chamber. Worried, Emma reminds everyone that with the boys’ image inducers they can look like anyone!
Artie and Leech are now outside the museum, and are amongst a large crowd of people in downtown Manhattan!
Back in the museum, Skin asks Emma if she cant just ‘do your psychic-whammy on them?’ to which Emma reminds everyone that Leech cancels out other mutants powers, which makes it impossible for her to get a telepathic hold on him, not to mention Artie has psionic powers of his own which makes tracking him difficult. Tom asks Emma what the plan is, and she announces that they are going to split up and search for the missing boys. She tells Jono and Husk to take the west wing, while Everett and Skin take the east, and she and Tom will handle the main corridor.
Emma tells everyone to keep in touch telepathically and that once they have searched the museum they will regroup and head outside. Chamber and Husk both tell Emma that their pairing may not be such a good idea, but Emma just shouts ‘Not now, you two’ and points for them to begin their search, adding that they need to set aside their differences and work together. Angelo tells Synch that he would hate to be in Jono’s shoes now, Synch asks why and as everyone goes their separate ways he replies that since Chambers “romance” with Paige went bad the two of them have not spent ten minutes alone together. He adds that thinks Emma did it on purpose. ‘Don’t look at me like that’ says Paige with her arms folded across her chest as she and Jono walk away together.
Elsewhere in Manhattan, Artie and Leech are inside a phone booth, ands they ring Directory Assistance. The operator asks what city they want, and Leech replies ‘this one’. The operator checks what area they are calling from, and asks what listing they want. ‘Leech want to talk to Fantastic Four’ says Leech. The operator tells him that she will give him the Fantastic Four’s administrative number ad after giving him the number asks if he would like her to connect him to the number for no extra charge. Leech covers the mouthpiece so the woman does not hear him and asks Artie if he wants to be connected for no extra charge. Artie nods and Leech tells the woman ‘yes please’.
At Four Freedom’s Plaza the phone rings, and a recorded message clicks into place when no one answers the phone. It’s the Invisible Woman and she states the no one is here to take the call, but if they leave a message and phone number someone will call them back as soon as possible. ‘Franklin not home’ says Leech after he lets out a big sigh.
Walking down a street in Manhattan, Paige walks several feet behind Jono and tells him that he could at least be civil to her, as it is not like they are complete strangers. Chamber angrily tells Husk that she is the one acting like she has been replaced by a Skrull. Stopping in her tracks, Husk asks Jono what that is supposed to mean. Jono starts to go down a list – Paige has stopped studying, he asks her what happened to the girl who used to fall asleep with her face in a book. Secondly, he asks her what is with her new clothes and all the make-up, not to mention what would her mother say about them.
Jono continues the list, making point three about Paige’s current boyfriend, Tristan Brawn; ‘need I go on?’ Haughtily, Paige snaps that she thinks this worked better when they weren’t talking. Genuinely concerned, Chamber asks Paige what the problem is.
Elsewhere, Synch tells Skin that he doesn’t have a problem, just that he wants to see the Black Panther, adding that the map he has says they are not too far away from the Wakandan Embassy. ‘Enough with the Black Panther already’, cries Skin exasperated. Two elderly people stop and stare at Skin and Synch as they walk past them, Skin asks Synch if he thinks the Black Panther just sits outside of the embassy on a stool and charges five dollars for an autograph. ‘Get real’. Synch tells Angelo to lighten up, as the Black Panther is his hero. Skin is about to say something to Synch when he turns the two staring people and throwing his arms in the air he tells them to take a picture, as it will last longer.
Synch asks Skin what it was that set him off like that, and Skin, quite upset tells Everett that if the Thing walked down the street people would be lining up for his autograph, and all because he got his powers by accident instead of by birth. But if he were born the way he looks, he would be like they are – feared and hated because he was born different. Angelo knows he could wear an image inducer but that would be taking the easy way out. Synch tells Angelo that he understands, and tells him that no one ever said fear and hatred had to make sense, which is what makes it so tragic.
Everett smiles when he sees the She-Hulk, and says ‘speaking of autographs…’ he declares that he has always wanted to meet the She-Hulk, ‘even more than your beloved Black Panther?’ asks Skin. Everett tells him to shut-up, and as the classy She-Hulk asks a hot dog vendor for ‘one dog, with everything’ Synch boasts that he is going to ask for her autograph. Skin tells him that it is a bad idea, as she is eating her lunch and deserves to be alone. ‘Nah, watch this’ says Everett as he walks towards her, getting her attention he excuses himself and tells ‘Miss, er, Hulk’ that he doesn’t mean to bother her on her lunch break, but was wondering if he could get her autograph. Jennifer looks at Synch and sighs before asking if he has a pen. Disappointed, Synch replies that he doesn’t, but Jennifer just smiles ands tells him not to worry as she has an alternative …
Emma and Tom walk side-by-side down a street, and Emma admits that she is worried, as while the boys may hang out alone in the tree house and the attic, it is different to be alone in the big city. Tom smiles and tells Emma that he tends to forget how emotionally attached she is to the kids. He reveals to Emma that Sean had a lot of convincing to do when he asked him to take the job at the Academy, as he did not want to work for Emma. Tom tells Emma that she probably doesn’t remember what he is about to tell her, but back when she was teaching the Hellions she had her student, Empath, do things to he and his friend Sharon Friedlander. Empath used his emotion controlling powers to make Tom and Sharon act like animals.
Emma closes her eyes and shamed, she tells Tom that she does remember and that it was not one of her proudest moments. Emma then tells Tom that she has been dreading this conversation since he came to the Academy. Tom tells Emma to relax, as he holds no grudge, adding that he could tell Emma was a different person now the minute he arrived at the Academy. Emma sighs and tells Tom that she wished everyone felt the way he does. Tom asks her what she means, and Emma reminds him that there people in her past that she has wronged, and if she were able to do it all over again, she would do a lot of things differently. Tom suggests to Emma that they are blowing this all out of proportion, as how much trouble could Artie and Leech really get into?
Across town, Leech and Artie are in the middle of a construction site, where Spider-Man is engaged in battle with the Sandman. Spider-Man tells the Sandman that the thing he hates most about fighting him is that whether he wins or loses, he always spends most of his evening picking the sand out of his costume. ‘That’s it, just keep yammering you skinny freak’ cries Sandman before throwing a sand punch at Spider-Man. Spider-Man tells Sandman not to let his “yammering” get him all rattled. Spider-Man sits on the edge of a dump truck and tells Sandman that he can have a “free shot”. ‘This is great!’ smiles Leech.
Sandman increases his density and a large hand is about to come crashing down on Spider-Man, when he jumps out of the way – however Sandman quickly reacts and whacks Spider-Man hard, causing him to fall to the ground, stunned. Artie and Leech see Spider-Man get knocked down, and Leech tells Artie that they have to do something. Sandman looms over Spider-Man and asks him if he wants him to start at his ‘head or your gut?’
‘Mr. Sandman!’ cries Leech, but as Sandman turns to the voice he sees another Spider-Man! ‘Maybe some kinda clone?’ he says before a stone is thrown at his head from Artie, who has also used his image inducer to turn himself into Spider-Man. Looking around, Sandman turns his back to the real Spider-Man. He declares that he doesn’t care how many of them there are, when the real Spider-Man gets up and knocks him out from the side, telling him not to accept any substitutes. Artie and Leech transform back into their “normal looking” human disguises and give each other a high-five behind some planks of wood.
‘Man I am never washing my face again!’ exclaims Synch who has a green lip mark on his cheek – a kiss from the She-Hulk. Angelo tells Synch that he has already told him that. On the corner of a street, a group of four youths hail a taxi, at the same time Everett and Angelo do. A taxi soon pulls up, and the four teens rush for it the same time Everett and Skin do. The four teens happen to be members of the New Warriors, in their civilian identities – Michelle (Mickey) “Turbo” Musashi, Chris “Bolt” Bradley, Richard “Nova” Rider and Robbie “Speedball” Baldwin. Mickey tells Robbie to let the other two have it, but Chris jokes that this should be a good fight.
Speedball tells Skin that he obviously doesn’t know who he is messing with, and Angelo replies that he knows he is messing with a ‘bunch of posers from the ‘burbs thinking they can play with the big kids’. Speedball asks him if he wants to put this to the test, when Everett pulls Angelo back from the fight. Skin tells Speedball that he doesn’t know how lucky he just got as Nova tells Bolt to help him hold Robbie back. Robbie protests as Synch apologizes and Michelle smiles, telling him it is no problem as they have been through worse.
Elsewhere, Husk and Chamber are now walking side-by-side and Chamber asks Husk what she wants to talk about. Husk tells him she wants to know how his date with Corrine went,. Jono tells Paige that Corinne is a nice girl and he needed a date, so they should just leave it at that. Suddenly two young men rush past Jono and Paige, and Chamber recognizes them as two members ‘from that pretty boy band that Jubilee listens to’. He is about to say something else when Husk gets him to turn around, where they quickly need to take cover as dozens of screaming fans rush past them to catch up with the celebrities. ‘Gonna marry them both’ ‘I want their children’ are some of the screams of excitement.
However down a side ally, the two celebrities have taken cover, as the fans rush past them, they laugh, before turning back into Artie and Leech. Artie pants, and Leech agrees that he is tired too, but that was a lot of fun.
A short time later, Mr. Fantastic and the Invisible Woman get into a taxi. ‘Please take reed and Sue Richards to Avengers Mansion’ says Reed. ‘Um, okay’ says the taxi driver. A message comes over the taxi radio, it is Janet Van Dyne a.k.a. the Wasp, and she says ‘Whether I'm going shopping on 5th Avenue or heading to Avengers Mansion, I always wear my safety belt and you should too!’ Mr. Fantastic asks the driver ‘where was that person just talking?’ and the driver informs him that it was a public service announcement, while thinking to himself ‘this guys a bloody genius? Yeah, right’.
The taxi pulls up outside Avengers Mansion and the driver asks for $8.50 as the fare charge. Reed hands him some money and tells him to keep the change. ‘What change?’ asks the driver. Reed and Sue walk behind a van… but don’t appear on the other side of it, instead, Captain America and Thor do. The two heroes stand at the computer screen by the gate and inform the Avenger’s butler, Jarvis that they want to come inside. Jarvis narrows his eyes and says ‘I see…well then, do come in, sirs’.
The large gates to the Mansion open and “Captain America” says to “Thor” get ready Artie, this be cool’. Suddenly, behind the disguised Artie and Leech, the Mansion’s security defenses open up and they are captured by the metal cables. Jarvis walks out of the Mansion behind Avengers Firestar and Justice, as well as the real Captain America and Thor. Justice asks Firestar if she thinks they are Skrulls, but Angelica tells her fiancé to be quiet and let Cap handle it. Captain America congratulates Jarvis on having the security systems ensnare intruders, before asking the tangled “gentlemen” if they care to explain themselves. Thor tells his teammates to be ready for anything, as Justice could be correct in suspecting the intruders might be Skrulls.
Artie and Leech use the image inducers to return them to their regular selves. Leech declares that they are not Skrulls, but ‘We Artie and Leech’. Cap finds it odd that the two boys are wearing image inducers, a device not too common, and asks them who they are. Leech declares that he and Artie were ‘at the dinosaur place’, but got bored and wanted to see Franklin, who wasn’t actually at home, so ‘we make pretend we super heroes’. Cap sternly tells them that ‘playtime is over’ and asks whom he should call to come and collect them. When Leech says ‘Emma Frost’ Firestar gasps, shocked at hearing her former teacher’s name.
One phone call later… Emma, Tom and the Gen X kids are at Avengers Mansion and mingling with the Avengers while being served food by Jarvis. ‘Thanks Jeeves’ says Skin when he accepts the food Jarvis gives him. Emma stands before Artie and Leech and asks them what they thought they were thinking and whether they knew what kind of danger they could get themselves into in a city the size of Manhattan.
Suddenly, Firestar storms up to Emma and declares ‘that’s enough, we need to talk. Now!’ and drags her outside. Firestar asks Emma if she even recognizes her, to which Emma calmly says ‘Of course I do, Angelica’, adding that she was always one of her most special students. Angelica puts her hands on her hips and says ‘Oh yeah, “special” is a good word for it’ and asks her if that means she brainwashed her more than the other Hellions.
Firestar declares that she did not even know what a mutant was until Emma enrolled her at the Massachusetts Academy and tried to turn her into an assassin. ‘You cost me my childhood’ says Angelica angrily. Emma looks somewhat nervous and reminds Firestar that it was in the past, but remembering the incident with Tom and Sharon, another thing she is ashamed of.
Emma asks Angelica if she remembers the last time they met – when Angelica was still with the New Warriors and Emma had the Hellions try and bring her back to the Hellions. Emma says she remembers mocking Angelica’s idealism and telling her that one-day she would be apologizing to her. ‘But I was wrong, it is I who should be apologizing to you’. ‘Oh really? How so?’ says Angel not convinced.
Solemnly, Emma reminds Angel that a madman from the future massacred the Hellions, and since then she has been given a new class of students, thanks to Banshee and Charles Xavier. Emma declares that some of the children she teaches now define idealism and in the time she has spent with them they have taught her that a little idealism can go a long way.
Angelica understands, and tells Emma that since they are being honest with each other she reveals that since they first met she has had her share of darkness. Angel informs Emma that her father was nearly killed by a New Warriors enemy and her boyfriend went to jail after killing his own father. She declares that maybe, ‘just maybe’ she was a little naïve when they last met – but she is not apologizing for it.
Angel tells Emma that if Professor Xavier trusts her enough to put her in charge of another group of students, then she can give her the benefit of the doubt. However she adds that if she ever hears of Emma messing with another child’s head then she is going to come after her, and bring the Avengers with her.
Later, Emma walks in the center of the group of Gen Xer’s and tells Artie and Leech that if they ever pull another stunt like that again then they will never leave the attic. The two boys both use their image inducers to turn into Emma, and laughing, Emma says ‘So that’s what I look like when I'm angry, eh?’ Suddenly, Skin draws Synchs attention to a rooftop where he sees the Black Panther leaping across to another. Synch smiles and tells Artie and Leech that they have to run away more often!