Reindeer Falls, Alaska, late at night. In a little chalet, Scott Summers and Madelyne Pryor are dancing the night away, long after the other guests and the staff has gone to bed. It’s their first date after working together for weeks and it’s turning out to be more intense than either of them bargained for.
They continue dancing, even after the music ends, until Madelyne breaks it up and suggests, somewhat embarrassed, that she better change the tape. Scott compliments her on her dancing and she returns the compliment. Scott comments that he lost all track of time. It must be way after closing: he’s surprised the owner hasn’t chased them out. Won’t happen, Madelyne answers, with a twinkle in her eye. The owner – Ridge - owes her. She pulled his son out of a plane crash last year when everybody else had given up on the kid. They could stay the entire night, the weekend - the entire winter even- in his best suite and he wouldn’t mind. Is he tempted, she asks. Very, Scott replies, suddenly realizing that Madelyne isn’t joking and then realizing that his reaction was just as serious. He turns away and towards the window chiding himself that this is crazy – he should have left with the first plane the moment he first laid eyes on Madelyne. Each time he sees her, he feels the knife twist deeper into his heart. And yet, when he’s with her, he doesn’t care.
Madelyne interrupts his train of thoughts. She notices that something is bothering him – his entire mood has changed and she’s afraid that her “offer” is the cause. She’s really not that forward usually. She amazed herself when she said it. It’s not her, Scott assures her, and then adds… and yet it is. He tells her that he used to be in love with and engaged to a woman named Jean Grey, but she died. He takes out a photo and hands it to Madelyne, telling her that he thought he’d put the grief and the joy behind him… until he met her.
Madelyne is understandably startled when she sees the picture of Jean, a woman who, apart from the different hairstyle, is her perfect twin. “Me. She’s me,” Madelyne stammers. She hands Scott back his photo, turning her back towards him. She must have seemed the answer to his prayers, Madelyne states. A dream - or perhaps a nightmare - come true. She needs time to think about this. Turning their backs on each other, each of the two brood in a separate corners of the room.
Scott looks at Jean’s picture, figuring that this was the smart thing to do: inflict a little pain to spare both of them a tragedy later on. Nevertheless, he just feels he made the biggest mistake of his life. He doesn’t know if he is chasing ghosts but he does know that he cares for Maddie and enjoys being with her. He won’t learn anything by running, Scott decides and turns around, only to see that Maddie has approached him, apparently having the same idea. They decide to talk. Scott tells her he likes her a lot and Madelyne asks the deciding question: because of who she is or because of whom she looks like? He doesn’t know, he admits. He’d like to find out. Fair enough, she agrees. She’s just switched tapes. Would he care for another dance?
New York City, a thousand feet under the streets of Manhattan, a wedding procession makes its way to the altar. Callisto, leader of the Morlocks, had the former X-Man, Angel, kidnapped to make him her groom. Among the Morlocks, the bound Storm, Nightcrawler and Colossus witness the proceedings. Callisto, wearing a mockery of a bridal gown, is coming on to the barely conscious Angel, who’s dressed only in underpants and some fetish wear and is still tied up. Callisto tells him how much she is looking forward to their wedding night. Storm stands up urging Callisto to stop. Angel is not a pet or toy. Sunder roughly pulls Storm back with her hair and tells her to shut up. Callisto rules here. As if on cue, the other two X-Men free themselves of their ties, Colossus by turning to steel, Nightcrawler by teleporting. Perhaps it is time Callisto’s rule was brought to an end, Nightcrawler announces. While Colossus hits Sunder and Nightcrawler grabs Callisto, Storm uses her thieving skills to get out of her ropes while, at the same time, creating some lightning that scatters the crowd.
Nightcrawler teleports several times with Callisto. It is a strain on him, but it is far worse for a passenger unused to the sensation. Finally, he holds her lying body in his arms announcing that the Morlocks are to let them go if they want Callisto back. Sunder immediately begs him not to hurt her. Storm tells him he knows what to do, hoping to herself that the Morlocks won’t call Nightcrawler’s bluff. And how, she frantically wonders, can they find Kitty? What beings are these Morlocks? She’s so lost in thoughts that she doesn’t notice a little old lady sidling up to her, a little old lady named Plague. She touches and infects Storm, who immediately falls. The odds are evened now. Storm will survive, Plague tells Nightcrawler, unless she touches her again. The two X-Men have no choice but to surrender.
Another Morlock finds some polymer cable even Sunder couldn’t break – it should be enough to hold the tin man. But what about the demon, he wonders. Callisto answers that Nightcrawler won’t be going anywhere without his friends. And, when she’s finished with him, he won’t be able to. She addresses Nightcrawler, telling him he was a fool. Had situations been reversed, she’d have killed him without compunction.
Who are they? Nightcrawler asks. Are they mutants like the X-Men? Mutants, yes, Cal agrees but nothing like the X-Men. They are runaways, outcasts, hated and hunted. The “Alley” here is a bomb shelter, built secretly during the Cold War, then abandoned. Cal found it and made it her home, then made it a sanctuary for others like her, whom they have found with a mutant who senses other mutants. His name is Caliban.
In another part of the tunnels, Caliban is panicking. Nothing he did helped to break Kitty Pryde’s Plague-induced fever. Is she going to die, she asks weakly. Caliban is horrified at the thought. She urges him to help her and the X-Men but Caliban refuses. He loves her. If he helps, she will leave him and never return. No, she promises, she’ll stay. How can he trust her? She gave her word, she screams. But, if he refuses, she will hate him for the rest of her life. Is that what he wants? Exhausted, she falls into a slump. Caliban tells her he only wanted a friend, a companion. The sight of Kitty brought such joy to him; to lose her would mean desolation. But he dares not defy Callisto. He s not a fighter. Yet, if no one stands up to Cal, the X-Men are doomed. It seems he is doomed either way. He turns around and sees that Kitty has fallen out of the bed unconscious, her condition worsened.
The year is 1783, the place the English countryside. Gaily clad riders and their hunting dogs are chasing an exhausted Mystique. She is aware that she should be at home, that this should be a dream, but no dream has ever felt so real. She runs in terror and stumbles, falling into the brook with a broken ankle. She hears the hounds and, moments later, they are upon her, tearing at her clothes and flesh. The female rider – Lady Jean Grey – orders the dogs to stop. Her companion, Sir Jason Wyngarde, tears the two away. He grabs the helpless Mystique by her hair, telling Jean that they are fortunate – the “beast” still lives. As the first to run it to the ground, the honor of administering the coup de grace goes to her. With a sweet smile, Jean reaches for the knife Jason offers to her and slashes Mystique’s throat.
With that, the dream ends and Mystique awakes in terror, surprised that she lives. She wonders what caused her dream, her features momentarily shifting, looking gaunt and less human. She recognized the two people from the dream: Jason Wyngarde, a former member of the Hellfire Club’s Inner Circle, now in a mental institution, catatonic and incurably insane. The woman was Jean Grey AKA Phoenix – and she’s dead.
As Mystique gets up, she winces in pain: her ankle – the one she broke in the dream - is actually sore in reality. This was no ordinary dream, she deduces as she walks into the kitchen. Somebody was playing with her mind. In the kitchen, she finds she is already expected by her companion, Irene Adler, who has made coffee. Irene tells her that she foresaw that Raven would wake up agitated and in need of a friend. A pity Irene’s talent didn’t foresee her nightmare or its cause, Raven replies as she takes a cup. She should have, the blind precog admits, but some force occludes her perception, preventing her from following certain paths the future might take.
Could Charles Xavier be responsible, Mystique wonders. He is a powerful telepath. The strongest on Earth, Irene agrees, but she doubts even he has such powers. This entity is operating on fundamental levels of time and space. Suddenly, she becomes agitated. A timeline has just become clear to her. It involves Rogue. She is in danger! Mystique runs to her foster daughter’s room, even while Irene shouts after her that they are too late. Raven curses: she should never have allowed Rogue to continue her vendetta against Dazzler. She was so withdrawn after her return. Raven feared something terrible had happened. She storms into Rogue’s room and finds the girl is gone, as are her clothes. There’s no note. Where is she, she demands. Irene admits that she cannot see Rogue’s future, it is denied to her. This is as deliberate as her dream, Mystique states angrily. Someone is taunting them, but who? And why?
On a bus departing Washington, young Rogue sits, miserably staring into the pre-dawn sky and wondering why she is running away from her loved ones. Nearby, the cause of her flight and Mystique’s nightmare looks on and laughs.
Meanwhile, in the Alley.
The X-Men have been tied to stakes. Standing on dais above them, Callisto taunts them, telling them they should smile. She’d hate to think they weren’t enjoying the festivities. Perhaps Masque can cheer them up or at least give them a new outlook on life… The hooded hunchback approaches Ororo, spitting how much he despises her perfect features. He touches the face of the sick woman and her features begin to change. Nightcrawler cries out for him to stop it. She s not a toy but a human being who deserves respect and dignity. Is that so, Masque replies and turns to Nightcrawler. How much dignity and respect does he deserve? He draws back his hood showing his horribly deformed face. He’s got a great power, he continues. He can reshape any face and body except for his own. He threateningly turns his hand toward Nightcrawler but, unexpectedly, Callisto tells him to leave Nightcrawler alone. She explains that she was going to let Masque turn Kurt inside out but she has changed her mind. She admires the X-Man’s courage and his features brand him an outcast, same as them. He could join them…
He won’t desert his friends, Nightcrawler answers and, more importantly, he spent his entire life fighting for acceptance, to be judged by his deeds instead of his looks and he won’t leave that battle before it’s done. He breaks off with a shock at the sight before him, and Callisto sarcastically states how nice that Caliban has brought her a wedding gift. Caliban’s holding the unconscious Kitty in his arms and begs Callisto to save her. The agitated Colossus breaks his chains as he sees Kitty. Kurt teleports out of his ties, telling Caliban he wants a look at her. He has had medical training. Do the Morlocks have a healer? One who mends wounds, Caliban explains, but he can’t cure Plague’s sickness. Kurt quickly realizes that Kitty’s condition is critical. They must return her to then mansion and its advanced medical facilities.
They’re not going anywhere, Callisto interrupts. Not if they want their pals to stay healthy. If the brat dies, she dies. She won’t change her mind, Caliban tells Nightcrawler. The only way her command can be overruled is if Callisto is removed as leader of the Morlocks by a trial by combat. If that’s what it takes to save Kitty, Kurt announces, so be it. He stands up straight and formally challenges her. Not overly impressed Cal asks if her really wants to go through with this. Caliban forgot to mention that those duels are to the death. Suddenly, the still sick, sweating Storm interrupts. She leads the X-men, she announces. The challenge, the duel, Cal’s life are hers. Nightcrawler asks her if she is crazy. She’s barely able to stand, much less fight. This is no time for idiotic gestures. Kitty’s life hangs in the balance. She is aware of that Storm replies but she insists… unless Callisto is afraid to face her… That’ll be the day, Cal sneers. She adds to Nighcrawler that he gets his turn when she’s done carving up Storm.
A little later, Cal has changed to her ordinary, more practical leather outfit. Storm has taken off her high-heeled boots and holds her cape in her right hand. Both women stand opposite each other with the watching Morlocks forming a circle around them. Callisto informs Storm of the rules. Should she try to use her powers, Kitty’s throat will be cut. She quickly tosses Storm a knife and Storm catches it surprisingly easily with one fluid movement without even looking. Nightcrawler worriedly tells Colossus that Storm is bluffing. She has sworn to never take a life and, once Callisto realizes that, Storm is finished.
The two women circle each other warily. Callisto’s powers give her enhanced physical abilities on a par with Wolverine’s In addition, she is a skilled fighter. She feints. Storm parries. She quickly cuts Storm’s cheek and laughs at Storm’s clumsy response. She cuts Storm again, telling her she almost pities her. She is making this too easy. And Callisto is talking too much, Storm replies, as she ensnares her foe’s knife-arm with her cape and follows up that movement by stabbing her opponent in the chest. Callisto falls and Storm walks over her body towards the dais where the bound Angel is displayed. She frees him, then orders Colossus to take Kitty. They will be leaving directly. If anybody else has objections, they are welcome to challenge her as Callisto did and risk the same fate.
By their own laws, she is now their leader, Storm continues. There is no more need for them to fight, she says, addressing primarily Caliban. If they wish, Professor Xavier will provide them with a home and sanctuary, as he did for them. Caliban believes her but tells her that they belong here. But he hopes that from this day on Morlocks and X-Men can be friends.
Nightcrawler is incredulous. Moments ago, the Morlocks wanted their heads, now they are letting them pass without a murmur. Is Callisto alive, Storm inquires. Barely, Kurt answers, thanks to their healer. She’ll be a long time convalescing. If not for the healer, she would have died. Ororo stabbed her though the heart; was she aware of that, he asks. Coldly, she replies that she knew what had to be done when she made the challenge. He admits that he never expected that of her. Neither did Callisto, she replies. Her mistake.
Alaska, at dawn. Scott and Madelyne are on a couch passionately kissing. As they break it up, Scott tells her he is starved. Ridge has a superb kitchen, she replies and offers to make breakfast. Steak and eggs, rare and over easy, fresh O.J. and tea, she suggests. Great, he replies, wondering how she guessed that this was his favorite breakfast. Simple, she’s a mind reader, she jokes. The sun comes up blinding them. Madelyne covers her eyes, asking Scott if she could borrow his shades. As she reaches for them, he shouts “no” and slaps her hand away. Angrily, Madelyne asks what the hell that was about. Scott apologizes but that’s not good enough. Madelyne demands a straight answer. She has never seen Scott without those glasses. His eyes can’t be that sensitive. He wishes they were, Scott replies. That would be easier to live with. He wonders what to tell her. He barely knows her, after all. Should he lie?
Instead, he takes a coin out of his pocket, spins it into the air. Quickly, he raises his glasses and hits the coin with a focussed optic beam. As the coin falls back into his hand it has a perfectly round hole in the middle. He is a mutant, Scott explains. His eyes fire beams of force. At full strength, he can pulverize a tank or punch holes through mountains. Madelyne’s impressed. She shouldn’t be, he tells her; the power is uncontrollable. Only his eyelids or those special ruby quartz glasses hold it in check. Madelyn reacts with understanding. It must be awful for him to always be on his guard, afraid of the slightest accident or mistake. That’s his nightmare, he admits, it’s rare to find someone who understands.
Madelyne tells him that she reads the papers. Mutants aren’t popular. He risked a lot by telling her his secret. Why? Because she asked and he found he couldn’t lie to her, no matter the cost. If she wants him to leave now, he will. She draws him close and tells him that, the day she wants him out of her life, she’ll tell him. For now, she wants him to stay.