Lila Cheney and her band are playing at the Raven Theatre in Denver. Dazzler is playing keyboards when she catches her reflection, it‘s Malice again. Dazzler tells her to leave her alone but Malice is having none of it. She convinces Dazzler that the crowd loves her more than Lila and she should take the spotlight. Dazzler gives in and starts to sing the lead vocals. As she does so her mutant power kicks in and she creates a dazzling light show. The crowd cheer as long and as loud as they did for Lila. After the show, Lila catches up with Dazzler, who is on a high. Lila tells her that if she does that again she’ll be fired. She is worried that someone will make a connection between the lightshow and Dazzler. Alison disagrees with her and thinks that Lila is scared of the competition. Dazzler tells Lila that before she knows it, she (Dazzler) will be the star and take her place.
At the Xavier Institute, Rogue tells Storm and Psylocke that she has no idea how to fix the damaged cerebro. Psylocke apologises as she feels that It was her fault, she should have detected Sabretooth sooner. Rogue disagrees and thinks that she is being hard on herself. Rogue wonders if the Marauders will be back and if they will be able to deal with them, However Storm doesn’t think they will be able to cope. Rogue decides that she needs some air, so departs to scout the grounds. Storm asks where Wolverine and Callisto are. Psylocke informs her they are in the Danger Room and sets up a psi-link so she can observe them.
Callisto and Wolverine are fighting hard and not holding back. Psylocke is shocked, yet Storm tells her it is ok as she trusts their judgement. Callisto gets the upper hand and throws a knife at Wolverine, but he is able to block it and the last minute with his claws. Wolverine asks Callisto if she is going to go after the Marauders, but even though she wants to, she has a debt to look after the few Morlocks that survived. Later Wolverine asks Psylocke if she is on edge, then without warning pops his claws at her. Psylocke instantly hits him with a telepathic force projection and knocks him off his feet. She asks him what the hell he was doing and Wolverine explains that he wanted to see if she could be caught off guard again, like Sabretooth did. Wolverine tells her that the X-Men are having a tough time and he doesn't want to misjudge Psylocke in a battle in case it costs them. The phone rings, it’s a call from Lila, who thinks that Dazzler is in trouble. Wolverine tells her the X-Men will come and check it out.
Next Evening in the Jayroam‘s night-club in Dallas, the X-Men enter and spot Dazzler dancing and giving off a spectacular light show, and this is making the rest of the crowd edgy. Psylocke reports that the light show is intensifying the crowd's negative emotional state. Wolverine thinks that Alison has the right to expose herself like that if she wants to, but Storm tells him that they should at least tell her about the Marauders. Dazzler spots the X-Men and blasts them with intense light. Wolverine and Storm are blinded and then Psylocke is hit with a solid light beam. Dazzler tells Rogue that they have an old score to settle and wants to pay her back, as she hits her with a laser bolt. Rogue is just able to stand, and then rips the floor from underneath Dazzler. Storm catches her and holds her. Dazzler collapses as Malice leaves her body and enters Wolverine‘s. Dazzler starts to come around and wonders where she is, just as Wolverine goes berserk. He tries to kill Dazzler and the X-Men, who are in his way. Dazzler knocks him out, but then Storm knocks her out because they can't take any chances. Rogue checks Wolverine over and wonders what is around his neck. Psylocke tries to warn her. Outside the local SWAT reams arrive and secure the area. Back inside Malice has know taken over Rogue and flies as fast as she can out of the building. Psylocke tells the others about Malice and how she takes over a host. Storm asks Psylocke if she can deal with her. Psylocke informs her that she can but only in a mind she knows, they have to get Malice into Storm‘s mind.
Outside Rogue is parading for the cameras and press. She tells them who she is and that she is part of the X-Men. Dazzler arrives and fires laser beams at Rogue, temporarily paralysing her. As Rogue hits the ground, Malice leaves her body and enters Storm. She tries to take over but Storm fights it. Eventually she grabs hold of the choker around her neck and pulls it off. She explains that her dark side, which Malice uses to control people , is part of what makes Storm leader of the X-Men, she had embraced that part of herself long ago. As she says this, the choker is destroyed.
Later the press report the police are looking for the X-Men and holding them responsible for what happened at the club. Dazzler wants to turn herself in as she feels responsible but Storm disagrees. Malice was to blame, they simply can't prove it. Storm tells her she should join the X-Men, at least that way she would stand a chance against the Marauders. They are about to leave when Wolverine turns on Storm, he thinks that she is Malice. Rogue tells him to stop acting crazy, and Wolverine realises his mistake and apologises. His senses thought she was Malice, but as Psylocke explains he misunderstood Storms on strength of command for Malice's influence. On the roof above them the captain of the police SWAT team observes. He is the one who has been taken over by Malice. She says to herself that trust springs from the heart, but now thy have been tainted by Malice, all the talk in the world won't heal the wound or put things right, the X-Men have lost and she has won.