To sleep…perchance…to dream? ‘No! No!’ exclaims Kurt “Nightcrawler” Wagner of the British super group Excalibur when he wakes to find himself in a cage, with dozens of people watching him, pointing and laughing. Kurt tells himself that he cannot bear this, as it is the way things used to be before he became Nightcrawler - feared and mocked by those who are fortunate to appear normal. But taking a second look out of the cage, Kurt wonders why the people are laughing, and sees that they all have some sort of difference in their appearance. Taking a look at his hands and body, Kurt sees that he is different still, for he looks human.
Elsewhere, Kitty is still fiddling with various computers, and when she hears a noise she supposes that she has finally been caught - that is until Meggan enters the room. The two teammates express their relief at finding each other, before Meggan asks Shadowcat if she has found any of the others. Kitty smiles as she replies that she hasn’t yet, but is working on it, and that she has a good idea as to who is behind this all. ‘Let’s see how many “monkey wrenches” we can throw into that joker’s plans and programs!’ Kitty exclaims.
Back at the circus, Kurt realizes that he has to get out of here somehow, but he can’t teleport as it hasn’t been long enough since his last one, so he couldn’t take the strain. As Kurt tells himself to think, someone grabs him by the scruff of his costume and starts pulling him out of the cage.
‘Hey, Rambo, watch me pull a rabbit out of my hat!’ exclaims a moose that stands on two feet wearing human clothes. ‘Again? That trick never works!’ replies Rambo, who is some sort of squirrel leaping from the trapeze high in the circus tent. The moose, Van Winkle, gulps as he pulls Kurt, who has now returned to his blue form, from the hat. ‘Even worse than usual, Van Winkle!’ declares Rambo, as Van Winkle mutters that first there was ‘lions and tigers and bears’, and now this. Rambo tells his friend not to fear and leaps at Nightcrawler, sending Kurt careening across the big top, through several rings of fire.
Nearby in the big top, a white-skinned woman cracks her whip and tells a short white-skinned man called Karloff to stick his head in the lions mouth. ‘But Romanoff…’ protests Karloff, causing Romanoff to get mad, ‘STICK IT IN!’ she screams, asking Karloff is he is afraid of the big bad cat. Suddenly, Kurt lands on Karloff and knocks him into the lion’s mouth. ‘No! It can’t be!’ shrieks Romanoff realizing that the lion has swallows Karloff whole. Romanoff screams that Karloff may be a little small, but he is all she has, and calls for help.
Dozens of strange people, including an enormously fat woman and a pyjama wearing Grey Hulk, surge towards Nightcrawler, who wonders what he has gotten himself into, knowing that one thing is for sure - it is something he had better get out of! Kurt bounces off the fat woman, leaps onto an elephant with huge ears as someone cries out ‘Look out, Gumbo!’ while Kurt thinks it is a good thing the circus performers are resilient, and apologizing to Gumbo, grabbing a ring and declaring that he has places to go and people to see.
Spying a sword-eating man, Kurt swings down and grabs two of the swords, ‘That’s more like it!’ he exclaims as he drops to the ground ready to re-enter the battle, with several strong men rushing towards him, ‘In a pig’s eye, “my friend”’ one of them remarks.
Elsewhere, ‘Great balls of fire!’ remarks Excalibur’s missing leader, the handsome Captain Britain, as literal balls of fire fall from the sky. Walking along the yellow brick road, he wonders if this wont ever end and supposes he will have to take a more active role. As flying monkey’s swarm around them, he finds them easy to dispose of with his superior strength, when soon they all leave, returning to the sky alongside a mysterious being sitting on a broomstick, who exclaims ‘Don’t worry, my little pretty! We’ll be back for you…and your little dog too!’ ‘My little dog?!’ asks the confused Captain, thinking that this keeps getting weirder and weirder.
Back at the circus, the acrobatic Nightcrawler darts his way through his opponents, with one of them exclaiming ‘Nice try, demon, but it won’t do you any good!’ ‘Hey, let go of my tail!’ Kurt protests when someone grabs his tail, while the fat lady tells her ally to ‘hold onto the little worm’ while she leaps on a spring board, and up into the air. ‘Nice shot, big mama!’ someone remarks, while Kurt leaps higher. ‘Yeah, we’ve never had so much fun before!’ one of the performers remarks.
A lanky performer tells his colleagues not to worry, claiming that he has nightcrawler covered, but as Kurt slashes away at the man’s clothing, he exclaims that this is embarrassing, and Kurt suggests that he may prefer to cover something else. Kurt prepares to make another move, when suddenly, the entire big top collapses on him.
The circus performers debate amongst themselves, before deciding to finish Nightcrawler off once and for all. With the entire tent wrapped around him, Kurt is loaded into a canon thinking that he has gotten himself into another fine mess, while one of the performers wonders if Kurt will bounce. The canon is fired and Kurt is blasted towards a brick wall. He doesn’t bounce.
Later, ‘Wake up, spooky! This is going to be a lot of fun!’ Kurt slowly comes around, ‘you call this fun?’ he asks upon discovering he is strapped to a wall with balloons all around him, and knives being thrown. The performers laugh, exclaiming that it is fun - for them at least. ‘Say your prayers, monster!’ one of them boasts, and Kurt realizes that since he cannot teleport, it might be a good idea, before telling him to face it, that this could be the end…and one sharp dagger is hurled straight towards him….
But… ‘That’s it!’ Kitty exclaims, smiling as she informs Meggan that she knew that if she kept working on it she would figure out more about this crazy system - she has found someone! Meggan replies that it is wonderful, and asks who she found and where she found them. Kitty replies that she isn’t sure who, but she does know where, and phases her arms through a wall, reaching through and bringing back…Nightcrawler!
‘You saved my life!’ exclaims the thankful Nightcrawler. ‘What are friends for?’ Kitty replies. Meggan exclaims that she is so glad Nightcrawler is safe, and kisses him. Kitty suggests to her teammates that they go get the others, but when she gets no response she turns to Kurt and Meggan, and thinks to herself ‘Sheesh! You’d think she did all the work!’