Peter’s teacher notices that he isn’t at class, and is angry about it, since he has seen Peter in the hallway. He demands that Peter’s classmates tell him where Peter is if they know it, but nobody responds. MJ lies that Peter has a “stomach thing,” but this upsets the teacher even more. He promises that he’ll punish Peter for skipping the class he has been teaching for 17 years. The principal announces through the speakers that there’s a heavy battle going on nearby, and that the school is to be evacuated. The students quickly pack their things and leave. MJ is worried, and Gwen calmly thinks that mutants are involved.
At the same time, Geldoff recognizes the female X-Men as mutants. Jean jokes about it and asks where the mutants are. They jump down, and tell Geldoff that they just want to talk. They explain to the confused boy that he really is a mutant, and that they X-Men are a mutant peacekeeping task force. And they wish to talk to Geldoff about his future plans. Spidey jokes about Geldoff being a mutant, and that he was right. Geldoff doesn’t know what to say, and faints.
This is the first time that a kid fainted when the X-Men approached him. Kitty turns her attention to Spider-Man, with a smile on her face, asking if he’s the real one. He confirms, and she replies that she’s a big fan of his. Jean confirms that, as Kitty even has posters of Spidey hanging in her room. Peter’s surprised to hear that, as he wasn’t even aware of the fact that they sold posters of him. Changing the subject, Jean telepathically tells Spidey he did a good job with the way he handled Geldoff.
Spidey’s freaked out by her powers, so she apologizes. Jean explains to the hero that they X-Men try to handle things in a peaceful away, but sometimes Jean thinks that the message gets lost with all the shenanigans, but it’s really what they want to achieve. Peter doesn’t feel comfortable with Jean in his head, but she says it’s okay, especially since Peter is the first guy in six months who hasn’t immediately pictured her naked when she talked to them.
Peter thinks about it. Jean “sees” that Peter is now trying to picture her naked, and tells him to stop. Peter has the hardest time to, but eventually manages to do it. Storm notices that Geldoff is waking up and warns the others. Jean telepathically says hi to Geldoff, which freaks him out and makes him faint again! Kitty asks what they are going to do with him. Jean isn’t sure, but suspects that if they handle him to the police, they’ll surely arrest him, which won’t be good to the X-Men cause. Spidey tries to explain that Geldoff did blow up things, but the ladies are too caught up thinking.
Storm mentions they don’t even know for sure if Geldoff is a mutant. Kitty suggests that they call the Professor and ask him what to do. Jean agrees, and telepathically reaches out to their founder. Spidey is confused, as the girls just said that Geldoff was a mutant, and now they deny it? Xavier says hi to his “angels,” and explains that he was monitoring the missions. Charles can’t come to them right now since he has his hands full, but since this is a special case, he thinks it’s really for the best that they bring Geldoff to the school, though he realizes that technically, they would be kidnapping the boy. Storm still isn’t certain, but Xavier tells them to bring Geldoff, as the only kind of equipment that can examine him is at the school and nowhere else.
Spidey finally recognizes Xavier and tries to talk to him, but Xavier has already “hung up.” Storm once again thanks Spidey for the job well done, and they shake hands. Kitty invites Peter to join them on the plane, and to the school so he can meet Xavier in person. Jean and Ororo are hesitant about it. Spidey asks if he can get a ride back before six. He can, and tags along into the X-Jet, and they leave.
Back at school, the students wait for either the school buss to bring them home, or for their parents to pick them up. MJ hears some girls talking about Spider-Man fighting some other kid, and that they think he’s cute. She asks the girls about Spidey, but the girls don’t even pay attention to him and just talk about Spider-Man being handsome. MJ’s mom shows up, and hugs her daughter, happy to see her okay. MJ asks her mom to stop embarrassing her. They argue about it, until a panicking Aunt May arrives and not being able to find Peter. MJ lies that he already left, but Gwen cuts in that isn’t true, as Peter hasn’t even been in class. May demands to know the truth, leaving MJ wondering what to answer.
At the X-Jet, Peter is overjoyed to experience the plane’s maximum speed. He tells Kitty how he lost his costume during a battle. Spidey asks Jean if she knows how to fly the plane. She answers, “not legally,” but that would be her joking. During the conversations, nobody notices that Geldoff is waking up, and once again freaking out finding himself on the fancy plane. Jean contacts Xavier again, asking if he has already found out where Wolverine is, who is now missing. Spidey explains that he has met Wolverine, but doesn’t know where he is.
Kitty asks questions to Peter like how he got his powers and costume, but he doesn’t really want to answer them. But he is curious about how the X-Men get their costumes, as he has the hardest time making new ones. Kitty isn’t sure about that, and wonders about it. Geldoff shouts in Latverian. Spidey and the X-ladies try to say hi and make him understands that they are all friends, but Geldoff is too freaked out. He activates his powers, and releases blasts from his hands, which destroy part of the Jet!
Meanwhile, a worrying May contacts the Daily Bugle, asking about Peter, but neither Ben Urich nor Betty Brant know where he is.
At the same time, the X-Jet loses its balance. Jean tries to keep the plane together with her powers, but fails. She warns everyone to hold onto something, before the wind blows them out of it. Spidey points his attention to Geldoff and shoots some webs against his mouth so they can’t hear his screaming. Storm flies outside, and telepathically informs Jean that she is going to try to pull a wind tunnel together hopefully strong enough to keep the plane up, but even though it works, Storm knows the plan will only last for a little bit.
Kitty almost falls out of the plane, so Spidey reaches his hands out to her. He can’t fall out, since, thanks to his sticking abilities, he can hang onto anything. However, the plane falls further apart, and the wind makes Geldoff lose his grip and fall outside! Spidey goes after him, but he soon realizes his mistake, and also falls down! Storm goes after the two, but the X-Jet is still falling down as well…