Joey Casco and Maria Bonnaventura, two students in their late teens, have come to Chicago's warehouse district, searching for a waterfront rave. Instead, they now find themselves running for their lives from the creatures aboard the freighter, Amazon Belle. Maria stumbles over her impractical heels and finds that her ankle is too injured for her to stand up. Joey hesitates, but can't bring himself to desert his girlfriend. Floodlights coming from the freighter blind them and they realize that can expect no mercy. They tell each other "I love you" and Joey asks Maria to close her eyes.
A couple of days later, Tom More finds a flyer, which announces the two of them as missing, while he enters the apartment building where Kitty and Shan live. Kitty has just gotten her apartment back from the FBI after her lawyer's injunction succeeded. Unfortunately, the place is a mess and someone has tactfully sprayed obscene anti-mutant slogans on the door of her apartment. Inside, Tom finds Kitty, Shan and Shola, who are helping and is introduced to her landlord Dylan Maguire.
Dylan and Kitty head outside and Kitty shows him a futuristic gadget - "a leftover from her other life," Kitty calls it. The device displays a hologram of a boy spraying the obscenities on her door and Dylan is rather surprised that Kitty has security cameras in his building. He identifies the kid as Noel Penrose from apartment 3D, good people and a good kid, he insists. Kitty doesn't buy it. He'll talk to the boy's folks. Something like that won't happen again, he promises. Tom joins them - Shola told him to repaint the doorway. He asked him why he couldn't just use his powers to zap the paint away but according to Shola there are no easy solutions. Shola interrupts Tom and tells him if he wants to see something "zapped" he can either keep babbling or meet him tomorrow for a demonstration.
Elsewhere, the creatures from the Amazon Belle are scanning for mutant contacts and believe to have found them - in a group of mobsters. The men hear the dogs outside barking like crazy. When they check, they only find their bloody corpses. As they turn around, they see something terrible.
The next morning, Kitty has another session at her psychiatrist's. Turning the tables, Kitty asks Maureen what it was like for her in the Vietnam War. Maureen at first points out that she is then one who should ask questions but finally gives in and tells her of her experiences as a trauma nurse. She did two full tours. But when she came home, she found she could no longer work in that job, so she went back to school and became a psychiatrist. She confides that, during the war, she could never put names to faces - she just wanted to be like a mechanic operating on a machine. But now, whenever she visits the Wall in Washington and finds the name of a patient, she remembers their faces. She's never told this to anyone. Instead of taking a cue from her, Kitty gets up and intends to leave. Maureen finally gets angry: she opened up to her but Kitty refuses to reciprocate. She assures her once more that she isn't her enemy. But she can't be her friend either, Kitty shoots back and leaves.
(Alice Tremaine's apartment)
Tom, carrying red roses, rings at her door. Alice welcomes him coolly until he apologizes. She hugs him and assures him of her love. But why did he spend the other day hanging out with muties, she wants to know. Where do his loyalties lie? With Purity of course, he insists. The best way to destroy these monsters is from within. She kisses him passionately to make him forget about the "skinny, mutie-loving slut" and orders him to bring regular reports.
Outside, in the parking lot, Tom wonders just what the hell he is doing. He isn't even sure what he believes anymore. As he enters his car, he finds that Shola has already let himself in, They had a date, remember? He asks Tom to drive - as he can't.
They end up at a condemned quarry. Tom wants to know more about his powers. Shola demonstrates how he can manipulate objects with his mind by levitating a granite slab over their heads and then turning it into dust. Tom, now covered with granite dust, is pissed. Shola, however, is not finished with his demonstration. He simply pulls the dirt off Tom and the car, fuses it into a spearhead hard enough to break through a concrete slab and then returns it to Tom turning it back into loose dust particles at the very last moment. Not easy, he admits. He's better at destruction and gets more powerful the time. Is that a threat, Tom wonders.
Why should it be, Shola replies. They're friends after all, right?
At Shan's new apartment, which is in the same apartment building Kitty lives in, Kitty tells Shan's younger siblings a tall tale about how she and Shan joined the X-Teams while Shan is trying to study. The kids are zoned out and Kitty wants to tuck them in but suddenly they panic - they are afraid of someone trying to kill them and ask the two elder girls to stay with them. Kitty and Shan calm them: they're safe here in their home in Chicago and anyway the two of them are going to be in the kitchen near them.
In the kitchen, Shan admits she feels guilty for lying. There are monsters. Take for example all the people disappearing from the docks or the recent mob hits. Kitty agrees. They can't really protect the kids but at least let them have their illusions. And what of their illusions, Shan wonders. Like the illusion there's a place for mutants besides the grave? Life seems so out of control for them and just consists of fighting. Things aren't that bad, Kitty disagrees. At least Dylan Maguire's proving to be a decent guy. Probably a super-villain in disguise, Shan snorts.
Suddenly, the kids hysterically shout for them. They cry that there was a monster at the window looking in. Shan looks outside and finds nothing. They're on the fifth floor. How could anything have been at the window? Kitty wants to make sure and takes out her holographic gadget - she not only has the hallways, but the entire building under surveillance. The holo-projector shows them a Sentinel. It knows it's been spotted Kitty realizes and takes a baseball bat. They have to find it before it gets away and brings reinforcements. The girls ask Dylan to baby-sit the kids and, since she can't use her psychic powers on a robot, Shan takes along a gun. It's better than nothing, though she'd have preferred reinforcements, she admits.
Suddenly, something fires at Kitty. Shan knocks her aside and reciprocates with fire of her own, while Kitty phases them backwards through the wall. Kitty finds that she is bleeding from some minor wounds, even though she was intangible the whole time. Shan wonders why the Sentinel is so small. Kitty replies she's read about that version recently - and they hunt in packs. As Shan worries about the kids, Kitty calms her: they're not mutants. And if there were more than one Sentinel here, they'd already be dead.
The Sentinel chooses that moment to attack them. Shan once more fires but the creature develops thin tentacles that first take away Shan's weapon and then grab her arm, dragging her with it - it is adapting. The creature pushes Shan against a wall and intends to kill her with her own gun. At that moment, Kitty jumps at it from behind and phases off its head., effectively destroying it. Looking at the creature Kitty wonders what it is doing here in Chicago - the X-Men fought them in the Amazon.
At the docks, on the freighter, Amazon Belle, the other Sentinels have noticed that the reconnaissance unit's signal is lost. They conclude that the unit has fallen to hostile action - presumably by class-1 mutants. Therefore, they will initiate an immediate "search & destroy? mission".