It’s a stormy night in New York. In the Powers’ apartment, the four kids, Alex, Julie, Jack and Katie, have huddled up in their parents’ bed. A very loud thunderstrike wakes them all. Scared, the youngest, Katy, cuddles up to her mother while the other kids discuss the storm. Suddenly, Margret and Jim Power ask the kids who they are and how they got into their apartment.
The kids react shocked, believing their parents are trying to fool them and not finding it particularly funny. Margaret tells them she doesn’t want to frighten them but she isn’t their mother. Jim adds they don’t have any children, much as they might wish different.
The kids drag them out of bed to prove otherwise. However, they find their bedrooms empty of all their personal belongings. Julie flies into the kitchen to find all their stuff like lunchboxes or glasses are gone. Katie warns her not to let their parents see her superpowers.
Jack sings they’ are in the Twilight Zone. Alex orders him to cut it out when Julie becomes angry.
The two grown-ups empathize with the kids. She wishes they were their own, Meg sighs. Jim points out they are probably runaways and they seem to have real psychological problems. Otherwise why would they keep insisting they are family? They have to call child welfare and the police.
Suddenly, they find the kitchen is full of smoke and the kids are gone, having ducked out the back door.
Meanwhile, in the basement, the kids wake their neighbor Mr. Ortiz, hoping he’ll recognize them. He doesn’t and the kids make another run for it. Soon Ortiz tells the Powers about the kids. They have notified the police.
While the police are looking for them, the kids hide in a side alley, miserably huddling down in the rain. Katie cries for her mommy. Even the oldest, Alex, is crying… until they realize that they can change into their Power Pack costumes, which will keep them warm. Julie suggests if their costumes exist so must their smartship, Friday. She’ll help them. However, the cries go unanswered. Julie recalls she washed their outfits after their adventure with the Morlocks. Do they think she broke the built-in radios?
Alex wonders how everyone could forget them. It’s like some nightmare. Which makes him remember that among the Morlocks there was one called Beautiful Dreamer, whose powers are to change people’s memories. Julie adds she is friendly with the creepy old lady Annalee, who wanted them to live with her as her own kids. But both the X-Men and the Morlock leader Callisto said she was to leave them alone…
Do they always do everything they are told? Alex retorts. They climb down the sewers. A moment later, they are ambushed by a group of Morlocks already waiting for them.
Masque grabs Katie, Julie and Jack are stuck to Tar Baby and Ape has Alex in a tight grip. He shouts at Katie to break free and get help. Katie fires some energy balls which are sucked up by Erg. Katie kicks Masque. He loses his grip but touches her face.
She runs off, through a door into the subway. She figures to get a cop but has no idea what to tell him. Her face feels funny. A subway train rushes past her. Katie breaks down and cries. A cop finds her. When he reaches out, a scared Katie fires a weak energy ball at him.
Meanwhile at Xavier’s, a tired Kitty is having breakfast after too little sleep due to her studies and training to phase more people. She notices that the news talk about a girl found in the subway, hurling balls of explosive lightning. Kitty recognizes Katie by her costume, though her face has been horrifically changed. Kitty immediately figures this is Masque’s style. The Morlocks broke their word!
Katie has been brought to Bellevue hospital where she is restrained and sedated. She’s refused to answer any question. Shadowcat phases up into her room, frees Katie and they phase down again.
Waiting in the storeroom below are her fellow X-Men, Rogue, Rachel and Wolverine. She explains that Nightcrawler is on another mission. Kitty tries to comfort the crying girl and promises everything is going to be fine.
Wolverine announces the coast is clear. Katie is scared of him, but Rachel assures her the is nobody better to have on your side when you are in trouble. She explains her telepathic powers. They need to know what happened to her. But they promise not to reveal any secrets. Rachel scans Katie and shows the others what happened. Nice people, these Morlocks, really trustworthy souls, Rachel mocks. Callisto is, Logan remarks.
Kitty promises they will get Katie’s family back. Until then, she can be part of theirs. She gives Katie a jacket, explaining it makes her an honorary X-Man.
Logan tells the others he hears alarms. They have to vamoose, he tells Kitty, calling her boss. Since when is she boss? Kitty asks as she phases everybody. The others tell her natural selection, since Kurt isn’t with them. Logan tells her today she can rack up some experience.
Sometime later, they are in the Morlock Tunnels, waiting for Kitty. Rachel cannot use her telepathy due to the many psi-screens. Katie rants she wishes she’d never gotten those powers. She was asleep one time and disintegrated her favorite doll and another time her grandpa’s oboe. She thought being Energizer would be fun; they’d have neat adventures like Luke Skywalker. But this isn’t!
Neither were his, really, Wolverine points out. On the other hand, if not for her powers, they would all be history. Katie stopped her dad’s machine from being tested and it would have destroyed Earth. The hardest part of growing up is understanding that every action is a mix of good and bad.
Katie is anxious, feeling Rachel betrayed her. Wolverine points out she said they’d keep her secrets, and they will! And friends call him Logan!
The boss is back, he announces when an embarrassed Kitty returns. Kitty takes them somewhere else, where they find Katie and Julie’s room.
A moment later, Annalee, surrounded by the Power kids (whose faces have been changed by Masque), addresses them, asking what they are doing in her children’s room. Annalee reaches out to Katie, telling her to come to mother. Katie shouts at her to shut up and inadvertently fires some energy balls at her. With that, the battle start as Power kids and Morlocks from outside come rushing at the X-Men
Julie immediately grabs Katie and flies her away. Wolverine reaches into the crowd and inadvertently grabs Alex Power, who uses his gravity power to lift him up and then slam him into the Morlocks.
Rogue smashes a wall to make some room, intending to draw some Morlocks away. Unfortunately, she is touched by Leech. Leech’s power ordinarily cancels out superpowers. However, this time they cancel each other out. Leech falls unconscious like all of Rogue’s victims but Rogue finds all her super powers, including her Ms. Marvel ones, are canceled out.
The group of Morlocks that followed her intend to finish Leech off and blame it on Rogue. She kicks one of them in the face and takes them on with her normal fighting skills.
Elsewhere, Logan warns Kitty there are too many to play by nice-guy-rules. She reminds him not to use his claws. Morlocks are friends. She phases both of them away and into the Alley, where there are more Morlocks. Julie shouts that the X-Men want to kidnap them from their mom Annalee, making sure the Morlocks are on her side. Wolverine tells Kitty to scoot after the kids. He’ll take care of business here. She dislikes it but wishes him luck. He’s not gonna need it, he replies, unsheathing his claws.
Not too far away, Julie has brought Katie, to Annalee, Masque and Beautiful Dreamer. Annalee promises Beautiful Dreamer will take away all the bad thoughts and false memories. They’ll be a family again. Katie cries ‘no.’ She calls Annalee a mean wicked witch.
Kitty has caught up and asks if Annalee thinks this is what her real children sounded like before they were murdered. She is also destroying innocent lives. Does she want to be like this? No, Annalee replies and sinks down.
Masque however wants to finish what he started, if need be over Kitty’s dead body. That moment, Callisto shows up, demanding an explanation.
A little later, under Callisto’s watchful eye, the kids’ memories are restored as their looks have been. Cal orders Sunder to take care of the furniture. She repeats that the kids are off-limits like the X-Men. She grieves for Annalee’s loss and swears they will bring the murderer to justice but she won’t allow this. Defy her again and she will face Callisto in the ring.
Let’s do it, Annalee replies wearily, so she can be with her babies again. Katie begins to understand that would mean her death and tells her she mustn’t. Her babies are dead. What has she to live for? She looks at Katie, reminiscing she is nothing like her youngest. She was very quiet. Her gift was like the Healer’s. Just being with her made you feel wonderful. Katie hugs her. If they stay, their parents will feel like her. They’ll remember in their dreams, but even if they are not her children, can’t they still be friends? They already have a special grandfather. Why can’t they have a special grandmother too? Jack whispers it’s dumb idea, whereas Julie and Alex think it’s sweet.
Kitty tells Rachel the kids are a lot more generous than her, then notices Rachel is looking funny. Rachel explains it’s a psychic alert from the mansion. A potential world class catastrophe. They are needed immediately. But it isn’t professor Xavier calling them; it’s Magneto.…