A trauma team transports the injured Dani Moonstar to Mid-County Medical Center. The surgeons in the ER get to work at once, but are horrified by the extent of her injuries.
The watching New Mutants are questioned by Tom Corsi of the Westchester County Police, who wants to know what happened to Dani. As far as they know, Sam replies, she got mauled by a bear. Corsi reacts with skepticism, which causes Roberto to ask sarcastically, whether he thinks this whole thing is just a prank. They are interrupted by nurse Sharon Friedlander, who asks them to keep quiet and assures them their friend is a fighter, which is a god sign. Cannonball explains that Xavier is Dani's legal guardian, but that he is away on business, until the next day. Corsi intends to get word through to the state police, so that they can organize a search for the bear. Illyana asks nurse Friedlander, if Dani has any realistic chances, to which the nurse replies that they shouldn't get their hopes too high up. She invites the youngsters to stay and goes looking for some blankets and pillows for them.
Roberto rages at the storm - he desperately wants to search for the bear. Sam, surprisingly replies, that the bear will come to them. He reasons that Dani has been afraid of a Demon Bear, for as long as they knew her. And while they always disregarded her fear as superstition, maybe they shouldn't have. After all, they know by now - thanks to Illyana - that magic exists. Add to that the fact, that according to Illyana, Dani spent the last weeks preparing herself for a fight with a bear and it becomes clear, that she wasn't accidentally mauled by a wild animal. The Demon Bear exists and it will want to finish its job, Sam states, passing along the team uniforms he brought with him. Rahne asks, if she is allowed to wear Dani's belt - a keepsake from her mother.
Sam asks her to shift to her transitional form and instigate her rapport with Dani. Rahne obeys, however her transitional form looks wildly different and she feels more energized. Rahne establishes rapport with the anesthesized Dani, while the surgeons note that Dani's back is broken - even if she survives, she will be paralyzed. Dani desperately wants to pass on information on the Bear to Rahne, but in the process she is forcing herself awake, something her body cannot handle, so Rahne breaks off the rapport. Dani, she claims, is sure the Bear will come again to finish her off. The surprising part is, though, that the creature is afraid of Dani, as Dani possesses the power to destroy it. Why, the mutants wonder, didn't she use it then? The kids decide to stay and defend the hospital, until the X-Men and the Professor come to help.
Meanwhile in space on board of the Starjammer an angry Ch'od demands to know, why he was roused from his slumber. Binary explains that the scanner picked up something unusual, a human-sized creature - both vessel and living being - travelling near them with an ultralight velocity and an energy potential to match the much larger Starjammer. Before the Starjammers decide on what to do, they notice that the creature is being followed by a much more powerful bigger version. Waldo, the ship computer, informs them, that both beings have moved out of scanning range and worse, the creatures are heading towards Earth. The Starjammers are aghast; several of their members have friends and family on Earth, but given the distance, even a warning would arrive too late. They decide, they can only hope for the best and prepare to avenge their friends, should things go wrong.
On Earth, three hours after the surgery on Dani began, Rahne, in her transitional form, is peeping into the operating room. Disgusted, she can't help but wonder, whether it wouldn't be a mercy if her friend died. At that moment, she is surprised by Officer Corsi, who threatens her with his gun. Rahne quickly runs around the corner and shifts to her human shape, making Corsi believe his eyes were playing tricks on him. Corsi accompanies Rahne back to the mutants' makeshift bedroom and then heads over to the nurses' station in search of nurse Friedlander. The two engage in some harmless flirting, not noticing that the station is emptying. Once they are all alone, they hear a growl and start screaming, as the Bear attacks them.
Sam, Rahne and Amara are roused from their beds, when they hear the screams and a gunshot, Racing to the Nurses' Station they find only blood and Rahne smells the stench she perceived on Dani, when they found her. They realize, the Bear is in the hospital.
In the meantime, Illyana and Roberto wait outside the surgery. Illyana casts a spell, using a part of her life energy to create a magical force field around the operating room. Exhausted, she sinks into Roberto's arms. As he wonders whether her shield will work, Illyana tenses and tells him, they're about to find out. The monstrous giant Bear stands behind him. Even as Illyana warns him, that his strength is limited at night, Roberto switches to his Sunspot form and attack the Bear, which easily swats him aside and then rakes Illyana's arm. Illyana quickly summons her Soulsword. As she feels no pain, she believes that her uniform shielded her. Then however she notices that a metallic growth appeared, where the monster scratched her. Her sword has changed as well, but, she notes, as she drives it into the monster's side, it still works. Screaming, the Bear teleports away, and the growth on Illyana's arm disappears as well, while the other mutants catch up with them.
At that moment the lights go out, but thankfully after a moment the emergency generators kick in. Sam realizes, that the bear was behind this attack as well and decides that he and Sunspot will continue guarding the surgery, while the girls stake out the generator room. There, Illyana creates a weaker version of the shield she created around the nursery, wondering what the Bear's beef with Dani is. Asking Rahne who had after all conversed with Dani, Rahne angrily tells the witch off. At that moment Illyana screams in pain. The Bear is attacking the shield around the surgery and since the shield is a part of Illyana, she feels the attack.
The girls join the boys in the fight. Magma tosses a lavaball at the monster. Enraged, it lashes out and tears at Magik's back. Once more the odd armor appears in the places, where the Bear scratched her, thus saving her from grievous injury. As the Bear pounds at the shield around the generator, Illyana once more manifests her Soulsword, intent on attacking the Bear. Unfortunately, Wolfsbane has the same idea and the two girls run into each other. Illyana feels, the beast casting a spell, but doesn't know, how to counter it.
A moment of madness ensues. Then suddenly, surprisingly the kids find themselves and the Bear in a completely different place. It is a hot and bright western landscape, but where the Bear's shadow falls, night sets in. Within the shape of the huge beast, the kids can see the operating room , surrounded by Magik's magical force bubble. On each side of the bubble are the still forms of officer Corsi and nurse Friedlander. Illyana realizes that the monster, being unable to beat them on their turf, has now decided to give it a go on his.