Inside the X-Wing...
Kitty moves over to Magician, who sits in front of her. She flirts with him and compliments Elliot that he did good down there, despite being the new guy. Elliot thanks her. Kitty suggests that maybe Elliot can show her a few of his moves sometimes, and she smiles that Lord knows she could use some improvement in her fighting. Elliot jokes that Kitty twisted his arm and that Kitty just needs to say the word. Iceman, overhearing the conversation, mocks Kitty and reminds her she already has a boyfriend. She tells him to shut up.
Sitting in the cockpit of the plane together, Storm notices how distracted Cyclops looks and asks if he’s okay. Scott claims it’s nothing; he’s just thinking about Jean. Suddenly, the communicator attached on his visor goes off. Scott answers it, and explains to the Professor they’re done with their mission and are returning to the mansion as they speak. It shouldn’t take more than ten minutes to get there. Storm wonders what all that was about. Scott finds it odd too, since the Professor never checks up on them like this. Elliot fears perhaps something is wrong.
At Xavier’s office...
Xavier hangs up the phone and tells Fury his team will be back shortly. Fury wonders if he should call his team as well, though Xavier doesn’t think so, confident they can handle this without the Ultimates. But just to clarify, Xavier says: Nick said he never brought Elliot Boggs, who now calls himself Magician, to the school, and that Nick never heard of him before he saw him on television. He wants to make sure that’s what they’re dealing with. Fury coldly replies that Xavier can read his mind if he doesn’t believe him. He claims he doesn’t know what Xavier saw or who caused him to see it but Fury promises he never encountered the boy before. After all, Fury adds, he would have kept someone with Elliot’s powers for himself.
Xavier thinks the question here is the extent of Elliot’s powers. He released the boy from sedation, allowed him to become an active member of the X-Men long before he should have. It appears Elliot may have been controlling everyone’s behavior. Maybe Fury did bring Elliot here but was made to forget about it later. Fury thinks Xavier is kidding about that. The Professor can trust him when he says that when he even scratches his nose he’ll have a file report. There’s not a bowel movement of him that isn’t on record. Nick admits he could be made to forget something but there would still be a record. He’s sure he wasn’t there and that Xavier must have seen something else.
Charles thinks in that case, they must be dealing with an illusion. “Hm,” he concludes, “this is very troubling, indeed.” The two leave the office, and Xavier asks Fury to follow him. He wants to meet the X-Men in the hangar when they arrive. He asks Fury if he also believes what he saw was an illusion. Fury admits that’s the best explanation he can come up with. Xavier reminds Fury they can’t trust their own percepts, and Elliot seems to have some way of blocking his telepathy. Xavier knows he should have sensed Elliot’s deceit. There is no way of determining the extent of the boy’s powers and they are truly dealing with the unknown here.
Fury thinks they can assume Elliot doesn’t have a hand in this conversation. That much at least seems certain. They are both being themselves here. Fury thinks so because this conversation is not in Elliot’s best interest. So that gives them an idea of Elliot’s range... possibly. Maybe the kid just needs to be aware of something to make it happen. Fury thinks, if Elliot knew they were talking about this, maybe the kid could stop it. Xavier declares they’ll confront Elliot when he returns. There has to be an explanation, and Xavier doesn’t sense the will to harm the team in Elliot. Charles is hopeful that Elliot doesn’t wish to injure them, and won’t even do it when they confront him. Fury hopes Xavier is right in that, and they walk down the halls together.
Meanwhile, at the infirmary...
Jean sits in her cell alone, with the green goblin creatures still surrounding her. Jean stares at her hand, on which suddenly a small spark of fire appears on! Jean smiles, and the fire gets bigger! “Hm,” she says. Jean closes her hand and extinguishes the fire, and sighs.
The X-Wing lands in the hangar through an open hatch in the roof. The X-Men all walk out of the plane, with Kitty asking Magician if he thinks he might have the time for those Danger Room sessions today. Kitty admits she doesn’t have the time for it, but could make it if Elliot is... interested. Elliot says he could go for that, because he barely even broke a sweat during the mission. Iceman hears that and whispers that Elliot is a show-off.
Kitty says to the rest of the team that she and Elliot are going to the Danger Room and asks if anyone wants to join them. Bobby smiles he’s got an X-Box that’s suffering from neglect, so he’ll take a pass. Rogue playfully holds her arms around Bobby and the X-Box problem sounds serious and wants to help with that. Wolverine, with Storm standing behind him, tells Kitty she’s on her own. The thought of following up a workout with another workout never really played will through his mind. He’s more in the mood for a beer.
The Professor and Fury enter the hangar, and the Professor tells Elliot he’s afraid he too will be sitting this one out: they need to talk. And Charles thinks Elliot knows why. Elliot smiles he’s afraid he doesn’t know. Fury explains to Elliot it’s time to come clean. The game is over. They’re on to him. Elliot honestly claims he doesn’t know what the two are talking about. He swears it. Xavier explains to Elliot they know his parents are still alive.
“What?!” Magician shouts in disbelieve. Xavier explains to Elliot that his parent’s aren’t dead and that he never killed them. Fury never took Elliot into custody and he never brought him there. They know Elliot has been using his powers to manipulate them all, and at this point Xavier would appreciate an explanation. Elliot is speechless. Kitty asks Elliot what the Professor is talking about and what he has done. Wolverine says he didn’t smell it on Elliot and has no idea how the kid got passed that. He asks Elliot if he’s out to hurt them.
Scott opens his visor and releases a powerful blast against Elliot’s back, causing him to drop against a wall. “I knew it!” Scott angrily shouts. The Professor tries to stop Scott, but he ignores the warning. Scott knew something was up, as he would never let someone like Elliot just walk onto the X-Men. Elliot just came walking through the door and the next second he was on the X-Wing, in costume, ready for battle! He has been lying awake at night questioning his judgment, knowing he made the wrong move but didn’t know why. On top of that, he trusted Elliot’s skills more than any other team member. Scott was confident Elliot would pull things off... he didn’t worry at all, and he had no reason to do so! He demands to know why Elliot is manipulating them.
Elliot defends he would never do that. Kitty asks what’s going on and why Scott is attacking him. Fury takes out a gun out and notices Elliot is already making the X-Men forget about what was just revealed. They’ve got to put him down – now! Xavier tells Fury not to even think about it. He telepathically calls out to the X-Men, explaining to them that Elliot is controlling them all. That he has been manipulating them. He wants the team to engage Elliot, but they have to keep him off-balance as well and not to let him concentrate or he could regain control. Xavier will try to block Elliot’s powers with his own – to shut him down. But they can’t hurt the boy, as they don’t yet know his motives.
Wolverine promises Xavier that they’re on it, with the kid gloves on (for now). Scott reminds his team they heard the Professor. They must keep him occupied but can’t hurt him. Elliot is still one of them, at least until they sort this out. The X-Men all fire their various powers at Elliot at the same time, who dodges everything coming at him. Elliot shouts at the X-Men not to do this, as he doesn’t want to hurt them. Because of the heavy battle, Xavier falls out of his wheelchair and bounces against Fury, knocking them both out. Wolverine tells Elliot he’s got a funny way of showing them he doesn’t want to hurt them. He sees that Xavier is down and informs the other X-Men about this, and realizes that now Xavier can’t shut down Elliot’s brain. They’re going to have to do this the hard way... the messy way... Logan’s way!
Elliot defends that the X-Men are making them do this, as he doesn’t want to fight them. That’s the last thing in the world he would want to do. In that case, Scott states, Elliot should stop trying to erase their minds and tell them why he’s doing this. If they stop fighting him, Elliot could make them forget he ever lied to them, so they can’t let that happen. Elliot is giving them no choice!
Westchester General Hospital. Dazzler’s room...
A nurse enters Alison’s room, telling the wild child it’s time to change her sheets, as the nurse knows how much Alison loves that. “And maybe if I’m lucky,” the nurse says, “maybe you can...” As the nurse opens the drapes of Alison’s bed, she discovers that... Alison... is gone?! The nurse panics and runs out of the room, telling another nurse to get the doctor and the police. They’ve got a missing patient here!
Back at the mansion...
Storm attacks Elliot with her lightning bolts and, afterward, Wolverine tackles him. He wants to see if Elliot can cast a spell to grow his face back! Scott hits Logan with his beam, thinking the man has gone crazy. He asks Logan what he’s doing. Logan gets up and explains to Slim that Magician is messing with his mind. He reminds Scott that he was fighting Elliot as well, not two seconds ago. He shouts at Cyclops that Elliot is a bad guy and has been tricking them all. Scott asks Logan if he’s sure about that, because he... doesn’t remember.
Iceman tells his boss that’s what Elliot’s power is. He needs to get his head back in the game before he puts the whammy on all of them. Rogue tosses some charged up cards at Elliot, smiling that she heard Bobby bossing Scott around. She jokes Bobby is really going to get it from Scott for that. Bobby knows. And, Rogue adds, did Bobby really said “whammy?”
Elliot grabs Rogue by her throat and tells the X-Men they brought this on themselves. It wasn’t supposed to be this way! Kitty phases through a wall and asks Elliot how things were supposed to go. He even wanted her to break up with her boyfriend. He tosses Rogue at her, but Kitty quickly phases, causing Rogue to fall through her. She laughs that Elliot was too slow. But suddenly, Elliot throws a rock at Kitty, and she can’t phase anymore!
Colossus panics. Elliot promises Kitty will be fine and tells Peter he doesn’t want to kill him, and just make him stop fighting him. Peter angrily thinks that would be an impossible thing to do, and punches Elliot. He glides away, realizing this isn’t going to be easy. The X-Men are going to make him hurt them. Logan, holding his claws out, jumps at Elliot and corrects that they’re going to make Elliot try to do that. He hits Elliot in his face, and blood sprays away from it. Elliot attacks Logan, whose body starts to fall apart! Elliot explains to Logan he can rip the Adamantium from his bones, but reminds him it doesn’t have to be this way. Logan just needs to surrender. Elliot defends he’s a valuable member of this team and is really trying his hardest. He’s an asset! The X-Men don’t need to do this because he isn’t a villain... he’s not out to kill anyone!
Scott thinks Elliot is suggesting they just need to take his word for it, after all the deceit and after all Elliot has done. After all, Elliot is only this team because he lied to them and tricked them into allowing it. So that’s it, Scott concludes... Magician is off the team! Storm uses her wind powers to slam Elliot against a word, telling him he heard the man: it’s over! Kitty and Rogue help Kitty up and ask if she’s okay. Kitty replies she will be... in a month or two. It’s weird... as Elliot’s attack didn’t hurt like it should have. She will be okay but just wants the X-Men to get him. Rogue is confident they can do that.
As the X-Men continue to battle their opponent, Xavier gets up and tries to reach out his telepathic powers to Elliot’s mind. He succeeds and Elliot’s head starts to hurt. He shouts at Xavier to get out of it. He’s through playing games with them. He’s had enough! He stretches out his hands and his powers start transforming the floor, which traps the X-Men in it! Fury wakes up but immediately gets captured, but is surprised at what’s going on. The X-Men all get trapped in the floor as well. Storm asks Scott if he has any ideas. Scott, smiling, responds he’s thinking about it.
Elliot shouts that ever since he found he was a mutant he idolized the X-Men... even before that, really. He loved the X-Men! As the X-Men and Fury all stare at Elliot powering up, he declares he just wanted to be one of the X-Men... he wanted to be accepted. But they just couldn’t leave it alone. They had to interfere with his plans. It could have been perfect. He could have made the world love them... but now he’ll have to kill them all!
Suddenly, a voice says, “I don’t think so.” Elliot turns around, and is surprised to see Jean standing in front of him, who’s covered in fire...