In the training room at X-Factor’s headquarters, Skids tackles a flaming Rusty, as it is time for her training session to start.
A startled Rusty asks what she’s doing grabbing him while he’s using his fire powers. Skids laughs, as Rusty can’t burn her through her force field. As he flips her to the ground, Rusty accidentally snaps the string of beads around Sally’s neck, which brings forth a disturbing memory for her.
Sally’s father, Bill, snaps the strand of beads from her neck, telling her no kid of his is going to go around dressed like a tramp. Sally’s mother cries out to him, as they are her beads, left to her by her mother and she has given them to Sally now that she reached has womanhood.
Skids irrationally strikes out at Rusty for snapping her necklace, that he had no right and they are hers!
Jean interrupts Skids’ tirade, telling the girl that she had best pick the beads up if she doesn’t want to lose them. Rusty moves to help pick them up, but Jean scolds him that Sally must do it herself.
Rusty reminds Jean that the beads are too small for Skids to pick up, as her force field won’t retract enough for her to get close to them.
Jean tells him that Skids has to learn, that’s why she is there with X-Factor. A distressed Sally, thinking of her mother, struggles to pick up a bead, but her force field sends it bouncing away.
Jean tries to comfort Skids, telling her she controls the force field and it doesn’t control her. Sally stutters that she tried to pick up the bead, but she can’t do it and she runs off.
A concerned Rusty takes off in pursuit, almost knocking Scott over as he rushes from the training room.
Scott jokes to Jean that the kids’ training must include laps in the hallway, as he passed both Skids and Rusty. He sees how upset Jean is and asks what’s going on, as Jean telekinetically picks up Sally’s beads.
Jean wonders if X-Factor can really do any good. They pretend to be human mutant hunters while secretly rescuing mutants, but can they actually teach these mutants how to control their powers and save them from a frightened humanity?
Scott can’t answer her question, but he knows they have to try to help. Jean worries that Skids can’t lower her force field at all, and she won’t tell Jean why she is afraid to try.
Scott bounces a stray bead over to Jean with an optic blast. He thinks Rusty can help Skids open up, just like Jean got through to him when they were younger. Jean only hopes things work out better for Rusty and Skids than they have for her and Scott.
Meanwhile, Rusty has followed Skids down to the sewers below headquarters. He yells for her to wait up and wonders where she is going.
Sally tells him she is going home, to the Morlocks. She doesn’t want to suppress her force field if it just helps her pass as human, because she has known some humans, remembering her father.
Sally’s mother tries to rush to her daughter’s side after her father rips off her necklace. Bill backhands Sally’s mother and she falls, cracking her head off the coffee table.
Skids doesn’t want to be like a human like her father and takes off down the sewer tunnel.
Rusty runs after her, as some of the remaining Morlocks have gone mad since the Mutant Massacre and they are dangerous. Moving along the slippery sewer floor, Rusty slips and crashes to the ground.
Skids rushes to his side, concerned. Rusty tells he just slipped and is a mess, but that she is beautiful. He knows of one reason why Skids should learn to control her force field and moves in to kiss her.
Suddenly, his powers flare up and he knocks Sally away from him. Skids cries out, remembering her father again.
Bill Blevins yells at Sally that it’s her fault he hurt her mother, brought on by her vanity and sinfulness. He tells her he’s going to beat the sin out of her and punches her in the face.
Rusty asks Skids if she’s okay and is upset with himself for losing control of his powers. He frets that he’ll never get better, that he can never get close to anyone again.
Skids reminds him she can’t get close to anyone, either. Rusty worries that even if he could touch her, he would burn her like the lady in San Diego.
Sally assures him that he could never hurt her, but is grabbed from behind by the Morlock, Masque.
Rusty cries out as Masque tries to transform Skids’ face. Sally’s force field protects her from his powers, which angers Masque.
He reaches out for Rusty, but Skids reminds him that Erg, leader of the Morlocks, forbid Masque from altering people without their permission. Rusty and Skids take off down the tunnel, back to X-Factor’s headquarters.
Later, they sit with Boom Boom and Artie in the rec room. Rusty is reading an article about Warren’s death, when he notices Artie staring at another news story.
The story is about Emma, the woman Rusty accidentally burned in San Diego and how she has come to New York for treatment. A distraught Rusty runs from the room and Tabitha wonders what the matter is.
Artie projects an image of Rusty burning the woman, which shocks Boom Boom. Skids explains that Rusty didn’t mean to burn her, that he just burst in to flames when she kissed him. It ruined Emma’s wife, as well as Rusty’s.
With the members of X-Factor at Warren’s funeral, Rusty approaches Cameron Hodge about the lady he burned. Cameron tells Rusty that X-Factor has been paying for the lady’s rehabilitation, but it is costly and with Warren’s death, they may not be able to help her for much longer.
As he leaves Cameron’s office, Rusty runs into Skids. She tells him to stop tearing himself up over what happened, that it was an accident.
Still upset, Rusty reminds Skids that he would have burned her this morning if she had lowered her force field. He turned Emma into a monster, and without X-Factor’s financing, he’ll have to find a way to help.
Down in the sewer, Rusty calls out for Masque. The Morlock leaps out at him, but Rusty tells him there is a woman he wants Masque to help.
Rusty asks Masque if he could use his powers to make Emma beautiful again. Masque tells him he could make her more beautiful than Rusty could imagine, but why would he want to help out?
Later, the X-Factor kids go through the sewers to the hospital. Skids can’t believe Masque agreed to help and leads them through a ventilation shaft in to the hospital.
Boom Boom uses a time bomb to blow the cover off the ventilation shaft and they rush out. Skids, Rusty and Tabitha put on hospital smocks and put a scrub cap and sunglasses on Artie to disguise his mutant appearance.
They take the elevator to the eighth floor and they enter Emma’s room. Emma hides under a hood to hide her scarred visage, but Rusty asks her to look at him.
Emma is confused at first, but quickly recognizes Rusty as the man who burned her. Rusty tells her not to be scared, and that he didn’t know he was a mutant and never meant to hurt her.
He tells Emma he understands if she can’t forgive him, but she interrupts him. She forced herself on Rusty and if she hadn’t done that, the accident would have never happened.
Emma does forgive Rusty and thanks him, as she views the accident as a call from the Lord and vows to preach to others when her appearance is restored. Rusty excitedly tells her that is why he’s here, to get Masque to restore her beauty.
They go downstairs via the service elevators, but Skids wonders how they will get to the alley, as Emma can’t crawl through the ventilation shaft.
Boom Boom says she’ll handle it, and whispers to Artie to project where the alley is through the hospital wall. She lets loose a time bomb and blasts a hole in the wall.
Rusty berates Tabitha, as she’s caused major property damage and they are supposed to be the good guys. Boom Boom doesn’t see what the big deal is, as she checked with Artie to make sure it wasn’t a retaining wall or anything. Skids shoves the group out the hole, as they might as well use it now that it’s there.
Miles later, they meet up with Masque in the sewer. Emma approaches him, as she is the one he is supposed to restore, if he can. Masque tells her flesh is like clay for him to sculpt, except his own flesh and reveals his deformed face.
Emma cries out in sympathy for Masque, but the Morlock wants none of her pity. He grabs Emma and starts to viciously distort her features.
Rusty yells that they had a bargain to fix Emma’s burned face. Masque remembers and molds Emma back to her beautiful self.
Emma wonders if it’s really true and Masque gives her a hand mirror. She is in awe and tells Masque he’s an artist, as she is more beautiful than before.
Emma grabs Rusty and hugs him, thanking him for helping her. He tells the others to escort Emma back to the hospital, as he and Masque have some unfinished business.
As they walk back towards the hospital, Boom Boom remarks how much she likes this hero stuff and how Masque isn’t like the other Morlocks at all. Skids isn’t so sure, as Masque is the craziest Morlock she knows and wonders how Rusty made him help Emma.
Crying out, Skids realizes what Rusty has done and takes off back down the sewer. She turns the corner to find Masque has mangled Rusty’s handsome face.
Skids throws herself at Masque, knocking him away from Rusty. Masque tells her it is his right, as Rusty gave him permission.
Emma grabs hold of Masque, telling him that is deforming Rusty is the price for her transformation; she wants no part of it. She demands he put her back to the way she was and he complies.
Skids tells Masque he’s had his fun, now turn Rusty back to normal. Masque says that a deal’s a deal and Rusty backs him up.
Rusty tells Skids that they were with X-Factor to train and find new lives for themselves. He made the deal with Masque to atone for his burning of Emma and jokes that at least now his face won’t match his government wanted posters.
Skids doesn’t find Rusty’s attempt at humor very funny at all, but Masque certainly thinks so as he is enjoying twisting the boy’s appearance.
Rusty falls to the ground, his mouth and nose twisted. Skids demands that Masque stop torturing him, as it could kill Rusty and that’s against Morlock law.
With Rusty unable to breath, Skids tries to grab hold of Masque. Masque laughs at her, as her force field prevents her from touching him and Skids cries out in despair.
After striking Sally, her father tells her to mind her tongue as she cries out about her mother’s head wound. As Bill starts repeatedly punching Sally, the blows seem to be deflected off of her. Amazed, Sally thinks her mutant force field is a miracle. She tells her father to get out, as he can’t hurt her and she won’t let him hurt her mother anymore. Sally rushes to over to her mother, who is bleeding badly from the head. She tells Sally to take the pearls and run away, so her father can’t hurt her. Sally tries to help her mother, but is unable to touch her because the force field. She grabs the strand of pearls, but is unable to pick up the rest of the scattered beads.
Crying, Skids remembers her mother’s beads and Jean’s words about learning to control her force field. Concentrating, Skids is able to clamp her hands down around Masque’s neck.
Masque uses a free hand to mangle Sally’s face, but she threatens to kill him is he doesn’t change Rusty back. Struggling, Rusty reaches over and sets Masque’s cloak on fire, forcing him to release Skids.
Skids warns Masque to change Rusty back or he will do more than set his clothes on fire. Frustrated that Skids’ force field snapped her facial features back to normal, Masque relents and transforms Rusty’s face.
Gasping for breath, Rusty tells Masque to help Emma, but the Morlock has already snuck away down the sewer.
Rusty tells Emma they’ll get Masque back to help her, but she stops him. This experience has taught her that there are things more important than earthly beauty, as the Lord has healed her and she must keep up her end of the bargain.
The Morlocks are heathens, and Emma believes she has been sent to teach them and help them use their miraculous powers for good. She sets of down the tunnels, telling Rusty that if you try to shut out the pain and the trying, you shut out the living, too.
Skids jokes that she can’t believe someone is going to bring religion to the Morlocks. Rusty thinks that if anyone can do it, it’s Emma.
Boom Boom tells Artie they should get back home, as she is hungry. Artie gestures towards Rusty and Skids, but Tabitha thinks they may want some privacy.
Skids tells Rusty she can shut her force field off. He reaches into his pocket and hands her one of her beads from her necklace, which she can now hold in her hand.
Skids is positive Rusty can control his flame power if he wants it hard enough, and she leans in to kiss him.