Tandy Bowen and Tyrone Johnson have joined Xavier and the New Mutants at St. Anne's to save Wolfsbane and Sunspot - if necessary, by sacrificing themselves. First however a pleasant surprise awaits Tandy - it turns out, Father Michael Bowen is her uncle. Tandy wants to introduce Ty to her favorite uncle, but the boy is rather rude. When she asks him, what's the matter, he shouts that his feelings are none of her business as long as he is complying with her wishes to help. Tandy walks away hurt. Ty sits alone in a corner disgusted with himself and wishing he could find a shadow to hide in. He gets his wish in a fashion as subtly shadows gather around him.
In the meantime Xavier's debriefing Illyana over her attempted cure of Wolfsbane and Sunspot in Limbo, after telling her in no uncertain terms, how dangerous her rash behavior was. Illyana apologizes and resumes what happened, how she exorcised the light and shadow powers from the kids, but things went wrong, when the powers used her as their new host. As Illyana couldn't banish them, she had to cancel the spell and return the powers to the kids. Xavier is fascinated that Illyana was able to magically affect those powers, as they are not magical in nature, but the forces behind them seem to be psychically related. He muses on the duality of the powers but resumes there's nothing they can do here. All four youngsters should be examined at the mansion. Dani interjects that they haven't got time for that - Sunspot is being destroyed by these powers now. They have to act soon or it will be too late.
In the corner Ty focuses more and more on his past mistakes, feeling more and more self-hatred as the shadow grows. Even Illyana notices that something is not all right. Xavier sends his astral body to join Ty, suspecting that the young man is not as free of his shadow as he believes. Ty asks how Xavier could help him with his power. Xavier relates a tale from his own youth: how the first thought he ever heard was the that of his step-brother Cain Marko, after he had been beaten by his father. Xavier at that time was unable to shut the power off - it was a horrific experience. He considered his psi-talent a curse back then, until he realized that not the ability caused him pain, but his fear of it. Ty asks whether Xavier means to say that it isn't his shadow power that's evil, but his fear that makes him hurt people? Xavier admits he doesn't really understand the nature of the shadow power. He does understand though, that Tyrone could cope with it, whereas Roberto cannot.
Nonsense, Ty replies, the shadow was winning over him. It was his fear of the shadow and of losing Tandy that gave the shadow that edge Xavier explains. Tyrone has to master those fears, he urges. Tandy joins the conversation, reminding Tyrone of his past heroical behavior and how he saved her life. Ty apologizes to Tandy and Sam points out that Ty hasn't been stuttering anymore for a while. Ty wonders why - he doesn't feel any less afraid. That's not the point, Sam explains. It depends on whether you let your fears run your life or face them.
Xavier in the meantime has come to the conclusion that Illyana's approach wasn't completely wrong and asks her to transport the whole lot of them to Limbo. The sensations are mixed: Xavier compares the effect of Illyana's powers with that of fellow teleporter Nightcrawler, Father Michael crosses himself and Dani tells Sam of the creatures she met in Limbo the last time she was there.
Once they've arrived, Professor X orders Sam and Dani to keep watch for any demons that might interrupt their work. Then he bids Rogue to join with him in psychic rapport and to touch Rahne. Rogue wonders, why? He can't read her mind after all. No, but with her aid he can control her powers to the point where she doesn't absorb Rahne's memories or her own powers, but only the stolen power. As Rogue touches Rahne, just that happens. Rogue suddenly starts glowing and her hair turns white - strangely though - thanks to the rapport - Xavier manifests Dagger's circled eye tattoo.
Rahne is fascinated with Rogue's beauty. Did she look like that? The power doesn't change a person, it just makes them realize their potential, Rogue explains. All that beauty is within Rahne, she just needs to let it out. She then turns to Roberto, but he panics. Illyana tries to magically restrain him, but he goes completely wild and cuts lose with his shadow-self hitting Illyana, who manifests her Soulsword and her mysterious armor in response. Xavier is puzzled. He was aware of Illyana's sword, but has no idea what the armor is.
Tyrone jumps at Roberto telling him to stop. Roberto mocks him, he should know, he is no match for the shadow, instead he will be its first victim. While struggling desperately, Ty actually manages to feel sorry for Roberto, while wondering whether this experience was so awful for his victims, when he had the power. Thankfully Rogue comes to the rescue and absorbs Bertos's shadow powers. Like Illyana before her Rogue (and to a degree Xavier) now manifests both powers and its almost tearing her apart. Rogue grabs Tandy and Ty by the hands and Illyana once more casts her exorcism, this time successfully.
Later at St. Anne's, most of the New Mutants have fallen into an exhausted sleep, save for Illyana who's magically scanned the kids and states that the spell was successful. As Father Michael exclaims that it's over then, they are interrupted by Cloak and Dagger who suddenly appear. For them it will never be over. But thanks to the New Mutants, Cloak states, he now has hope at least. Xavier offers them to join his school. Maybe they'll even find a way to get rid of those powers there...
But they decline. Cloak states that Xavier has enough concerns as it is. Bobby for example was not able to face his fears - unlike Cloak. He will need Xavier's help much more than Cloak ever will. Plus they are needed on the streets, Dagger adds. There are so few people who will help runaways and the lost. That is their job. Father Michael hugs Dagger and tells her they know where to find him. And with that the two of them once more disappear in the shadows.
Later Uptown, Slick, a pimp and dealer is busy charming two naive young runaways, when suddenly Cloak and Dagger join the party. Cloak threatens him that should he ever see him again, he'll feed him to the shadows, while Dagger phones Father Michael and asks him to take care of the runaways. Later Dagger wonders about what might have been and whether they really make a difference. That's not important, as long as they try, Cloak concludes. That's what Dagger and the New Mutants have taught him.