Nate lands on the freeway, demanding to know from Emma Frost from where she knows the Dark Beast. Emma explains that the Dark Beast is merely an acquaintance from her childhood, and nothing more. She then adds that the Dark Beast was just an image she found in Nate’s mind, which she powered up, hoping to lure Nate to her and convince him to join her school. Gaia, standing between Emma and Nate, is confused by all this.
Nate gets furious, and shouts at Emma that she violated his mind. Nate flies up again, and telekinetically multiplies himself! Nate is angry with Frost for going through his precious memories, and thinks that she is as evil as the Dark Beast himself. Emma easily sees through Nate’s tricks with her “superior mind” and decides she best demonstrates her powers. She telepathically destroys all of Nate’s illusions, which make him feel a great deal of pain. Gaia is startled.
Emma wants to try a mental projection, but Nate refuses to give in and lashes out all of his powers, and destroys the entire landscape! Emma asks Gaia to go stand behind her, as she’ll release Nate… for now. Nate recovers, but is bleeding badly. Emma thinks that Nate has been overexerting himself, flying across the Atlantic Ocean overnight, alone, just to find her. This makes Nate even angrier, and shouts at Emma to stay out his head.
Nate explains that he was just hanging out at his home, at least the closest thing Nate finally had as a home, and was minding his own business. He went to sit in the clouds and remembered the sound of a soft voice. He tried to forget it, but it wouldn’t go away, no matter how hard Nate tried. Nate remembered that he had lost Sylph, and had to return her back to who knows what dimension for her crimes against her people. Nate was almost ready to tell Maddie about it. He explains to Emma that Madelyne Pryor has been there for him from almost the moment he first arrived on this world.
But recently, Nate and Maddie had gotten some company, in the form of someone called Ness. He explains that Ness saved all of their lives back in Stryfe’s pyramid, and even stopped Nate himself from going ballistic and taking half the planet with him. But Nate wasn’t ready to go personal just yet but, naturally, he wasn’t running away either. He was already heading back to Macaleer’s B&B, back to the only friends and family Nate now knows, when a sharp psi-bolt hit him.
Nate thinks he might not even have felt the bolt, if Emma hadn’t tweaked such an intense image of the Dark Beast along the way. Nate explains that the Dark Beast is a fellow refugee of his fallen planet, and the mad doctor Nate has sworn to destroy someday, along with any other who would corrupt the world. Once Nate discovered from where the bolt came, it was easy for him to track Emma down.
Emma thinks it’s impossible that Nate’s telepathy truly is something from the past like he believes. Nate asks Emma to spare him the speech, as it isn’t working - as neither is, Nate smiles, Emma’s psi-spell. Emma notices that the landscape is back to normal and that Nate’s nose isn’t bleeding any more: he has broken through her illusion! Nate admits that he might still be a stranger to this world, but he knows what real pain is. Nate attacks again and uses his powers to split the ground beneath them into two! Emma is ready for a battle, but Gaia stops them.
Gaia admits she doesn’t understand what’s going on between Nate and Emma and what she’s being accused of, but reminds Emma that their friends have been captured by Gene Nation, who left her for dead and apparently had some sort of mission. Emma asks Gaia to go start her car. She explains to Nate that Gaia’s friends are kids, her students, who are also mutants and in grave danger. Emma deals with Nate that, if he helps save the members of Generation X, she’ll tell him everything she knows about the Dark Beast.
Nate agrees, but would have helped the kids no matter what, and makes Emma understand that she will come clean with him. He wants to go warn his friends in Dublin first, but Emma warns Nate that it’s now or never, since the lives of children are at stake. She admits that she doesn’t know any more about Ness that Nate does but, she from what she has picked up from Nate’s mind, Emma is fully confident that Madelyne can take care of herself.
Meanwhile, Madelyne arrives in Ness’ bedroom. He is sleeping, and Maddie has a knife hanging over his head! Ness wakes up, and knows that Madelyne is there. He gets up, but… Maddie is nowhere to be seen! However, she telepathically contacts him. She knows that Ness knows about her, but still…
At the same time, Nate and Gaia are in the sewers, talking to each other. Nate explains that New York still takes his breath away, as there is so much possibility around each corner. However, it just doesn’t feel like home anymore, especially not after his public outing. Gaia understands, as, after being trapped on a rock for 600 years, this Earth isn’t exactly what she’s used to either. That’s why she agreed to hang out at the Massachusetts Academy, hoping to get a little perspective and learn the big picture, but now she has discovered that Nate lives it every day.
Emma cuts in, as she has found the psi-tags of their captured friends. But, they end up behind a gigantic, thick and closed door. Nate senses that Emma isn’t telling them everything, and wants to know what. She hesitates, but explains that she swore that this would never happen again. She remembers how her former students died and thinks that Banshee should be there, but he has gone AWOL in the hour of need, and once again Emma feels like she has been betrayed by someone she thought she could trust.
She stops talking, not thinking that waiting is going to help any more, as they already lost the element of surprise. Suddenly, the huge door transforms into purple, attacking heads! Emma uses her psychic powers on them, and defeats the heads. Nate and Gaia want to know what those things were. Emma has no idea, but thinks they are down for a few hours at least. She enters their heads, and picks up from their minds that they are created by Membrain, and has been telepathically relaying everything they said to their master.
Nate powers up and tries to destroy the door, but with no such luck. Emma thinks it’s psi-shielded, and unbreachable by either psionic or physical attacks. Emma suspects that the Dark Beast probably has all sorts of defenses against Nate, but realizes that he doesn’t know Gaia. Instead of focusing her powers on the door itself, Gaia tele-morphs the walls around it, and breaks them apart! However, the bricks fall down and almost hit Gaia. Luckily, Nate quickly reacts and rescues Gaia, angry with Emma for this. Emma asks Nate not to complain, as she was confident that he had it covered.
However, as they go inside the big hole, they find the members of Generation X… trapped in a gigantic machine! And it looks like they are being painfully experimented upon. Emma recalls that Gaia is a low-level empath, and can feel the other kids’ pain, and warns Nate to get her out of there before it’s too late. Gaia hears a noise behind the machine but, before she can warn Emma and Nate, she gets hit by a blast!
Wynter steps forward, and introduces the rest of Gene Nation to Emma and Nate. Nate orders Emma to go check on Gaia, while he’ll hold Gene Nation back. She goes too, and warns Nate that Gaia is okay. Emma mentions that Gaia’s already breathing again, but needs a few more minutes to fully recover. Nate thinks that won’t work, since Gene Nation is getting through the barrier he had created around them. Suddenly, a big blast breaks through, and Nate discovers that both Emma and Gaia are gone! Gene Nation smiles and is ready to kill Nate, now that he’s alone.
Emma has made it to the machine and cuts M loose. She thinks that Nate ran away, and left them behind. Suddenly, a voice warns Emma that she knows looks can be deceiving. It’s Nate, and he has used his powers to make everyone believe he’s invisible, and knocks out Vessel. The other villains quickly regroup and Hemingway attacks Nate next. However, with a powerful punch, Nate knocks him out while Emma frees Synch.
Integer notices a opening in the battle, and hits Nate on his head. Hemingway recovers, and grows bigger until he is able to grab Nate in his fist. Hemingway wants to finish Nate off, but then gets hit! Generation X is together again and ready for a rematch! Jubilee mocks that she noticed she was the last one to be released from the machine, and thinks that being a former X-Man doesn’t count any more these days. Husk jokingly agrees, while Skin stretches his arms and hits Hemingway. Once released, Nate notices how young and wild the kids of Generation X are. He now realizes why Gaia is so proud of them. Nate joins the battle, and says that he loves these kids!
After a few minutes of battle, Hemingway finally falls down. Celebrating their victory, Jubilee and Chamber don’t notice Fever Pitch sneaking up on them, and hits them in the back! The other members of Gene Nation step forward as well and Wynter warns the kids that, with them barely recovered from their boss’ experiments, it’ll be easy for them to defeat them. Jubilee notices that Wynter’s voice sounds robotic. Nate agrees, and recognizes something familiar on it as well, but can’t pinpoint it.
Nate flies up and notices that he can’t see Emma anymore. Fever Pitch tries to hit Chamber, but Paige notices it and catches the bullet! Jono calls out to her, but Paige replies that she’s all right, thanks to her husked steel skin. Iron Maiden notices Paige, and starts slashing her! Paige faints. M helps her friend out, recognizing that Iron Maiden’s razor-sharp body reminds her of the time she was trapped in the body of Penance. M remembers her twin sisters, who are now forever lost so that she may live. M gathers all of her strength, and knocks out Iron Maiden!
Opsidian merges from the shadows, and grabs M in his arms. She can’t feel anything anymore, except him. Nate faces Integer, who keeps talking in computer numbers. Nate fails to make contact with his adversary, telekinetically or otherwise. However, he notices the machines and other equipment around him, and destroys them with his powers, causing Integer to be caught in the blasts! Wynter warns his troops to finish off Nate quickly, before he ruins his experiments. Nate sneaks up behind Wynter, and wants to know what the villain means when he says “his experiments.”
Meanwhile, Gaia notices Fever Pitch sneaking up on Chamber again, and tries to warn him. But Fever Pitch notices Gaia instead, and throws fire at her! Everett notices and catches the bullet! Luckily Everett isn’t hurt, as he has synched pyro-resistant clothing straight from Husk herself. The flames bounce of Everett’s body, and take out Opsidian instead!
Nate notices that Integer has survived the blasts and is trying to sneak up on Everett. Integer merges from the ground below Synch. He claims to be unimpressed, and tries to synch Integer’s powers but, after doing that, Everett can only talk in the same computer voice Integer does! Fever Pitch has had about enough from Nate’s warnings all the time, and hits him.
Wynter notices that Nate has fallen and warns his troops that, with the most powerful now fallen, they must quickly execute the rest before it’s too late. He opens fire upon Gaia and Chamber, who are able just barely to dodge the bullets. Nate finally recognizes Wynter’s voice! And he suspects that Emma did it earlier, and must have reached his hidden lair by now, and that’s why she must be gone. Nate wants to go after her, but Fever Pitch goes to stand between him, not allowing this.
Nate has had enough of the fighting, and uses his telekinetic powers against Fever Pitch. He fights back, and the battle results into a big ball of fire! Nate comes up with a great idea, and transforms his clothes into a psi-armor! He powers up and knocks out Fever Pitch, explaining that he came up with the armor a short time ago. Nate knows that the armor isn’t of much use in group battles while he has to worry about others, but it’s pretty handy when he’s fighting one-on-one!
The armor absorbs all of Fever Pitch’s flames and he collapses. Gaia and Chamber gather around Wynter, wanting to take him out now. Nate lands, telling Gaia not to do that, as he wants her to go find Emma. Gaia doesn’t want to leave, thinking that Jono won’t have enough power to take out Wynter alone. Nate confirms that, but Gaia and Jono have been fighting long enough for the others to recover. And he’s correct. The other kids of Generation X stand up and quickly surround a panicking Wynter, and destroy its body!
Meanwhile, Emma is in the Dark Beast’s control room, and holds him telepathically hostage by his neck. The Dark Beast congratulates Emma on her victory, but has noticed that her timing isn’t what it used to be. He hated having to abandon Wynter so abruptly, just at the moment he was getting into his virtual program, but he must admit to be a little surprised by Emma’s sudden appearance here. The Beast assumes that when Emma first did the… work… on his head, when he first landed completely disoriented in this new world, must have included some sort of psi-beacon.
Emma admits that and mentions that she installed a psi-shield as well, since she had the chance to do it. She just wanted to be prepared, should she ever need to find him again. Nate flies in, and carries Gaia in his arms. He knew that the Dark Beast was behind all this. Gaia begs Emma not to kill the Beast, and informs Emma that everyone is safe. The Dark Beast tells Emma that she heard the kids. He mentions that he started out feeling guilty over his past actions, much like Emma herself. But when he needed fresh genetic stock, he could hardly resist when he discovered Generation X.
Gaia is confused, and wants to know whom the Dark Beast thinks he knows on the team. Nate isn’t certain. Emma makes a telepathic link between her and Nate, and asks him to listen. She wants to cut him out of this last dance because she wants to kill the Dark Beast by herself! She suggests that it’s best that Nate helps get Gaia and the other kids safely outside. Nate doesn’t see a problem with that, if they are finished there. But he still wants some answers. Gaia, too, and shows Emma… an egg!
Emma panics. Gaia explains that they found the thing along with traces of others just like it, outside another locked door, but they couldn’t stop to take them. Emma freaks out, and puts more powers behind her telepathic grip, and shouts that she recognizes the thing as… a Brood egg!
Emma holds the Dark Beast tighter, and can’t believe that he would actually bring the most dangerous alien species to Earth. The Dark Beast doesn’t care, since it isn’t his world. He sees it as just another lab. Emma threatens that there’s only a dozen of artificial psi-screens left to punch through. She doesn’t care who else is watching them anymore, and is ready to finish it. The Dark Beast doesn’t agree. He presses a button, and explains that the tunnels are booby-trapped and are about to explode!
Gaia begs Emma to help them get out, realizing she’s the only chance they’ve got. Emma agrees and releases the Beast, but swears to take her revenge should he have let the Brood touch the kids. The Dark Beast laughs and, without saying anything more, he adds that he doesn’t care, and vanishes! They were dealing with a hologram!
Emma is confused, as she felt the Dark Beast’s pulls and everything. Through a microphone, he explains that those are the wonders of hard light, done right. Emma realizes that the entire plot was just to break her again, and transform her back into the little girl when she and the Dark Beast first met, and when he first used her. The Dark Beast explains that mutation is evolution, and that he has just began to evolve. He promises that, the next time they’ll meet, Emma won’t even recognize him.
Emma, Nate and Gaia run away and, finding the other kids, warn them to run away, now! The tunnels around them start to collapse, and Nate warns the kids to hold their breaths. Water falls over them, but they are all right! Nate has concentrated his psychic powers to create a transport bubble, and brings them all out safely.
Some time later, everyone is back at the Massachusetts Academy. Jubilee and Everett are sitting on the roof together. Jubilee thinks that Nate likes her, but is worried about Everett, who hasn’t said anything since he turned back to normal after absorbing Integer. Everett replies that he’s fine and that Jubilee doesn’t need to worry about him. Meanwhile, Skin tries to explain the uniforms to the human girl students and jokes that they were playing paint ball, which got a little out of control.
Nate still doesn’t buy Emma story. He thinks that, if that was it, if the psi-beacon really was all Emma had on the Dark Beast, he wants her to use it again to find him. Emma stops Nate and notices other students staring at her. She telepathically warns them that “X-Files” is soon on TV, and that she’s certain that they don’t want to miss that. The students go back inside.
Nate just wants to know where the Dark Beast really is right now. Emma is afraid that it was all a one-shot time. She’s certain that, now that the Dark Beast knows about the psi-beacons in his head, she’s certain that he has already found a way to suppress them somehow. Emma remembers about Banshee missing and warns the kids to search every inch of the campus, right now! They do as told, and start searching.
Nate is confused that Emma just rescued these kids from the operating tables mere seconds ago and was about to kill the Dark Beast – and now they just forgive her for that. They are convinced that this meeting with Emma’s “old friend” was a coincidence. Emma doesn’t think so, but knows that the kids will live with it, and live because of it. She knows from each member of Generation X what they can and cannot do, and that’s why Emma did what she had to do. She asks Nate if he understands what has to be done, and if he’ll forgive her.
Nate tells Emma to spare the seduction routine and just to leave him if she doesn’t have anything else to offer. Emma replies that she didn’t say that. She enters Nate’s mind, and gives him everything she saw on the Dark Beast’s viewing screens, and Nate now knows the locations of many hidden and secret locations. Emma knows that there’re plenty of places Nate can start, once he’s rested a little, and suggests that he stays.
Nate tells Emma that she can deny it all she wants, but he is confident that she does have a history with the Dark Beast, and Nate isn’t certain what Emma would have done if he and Gaia hadn’t stopped her. And Nate can’t live like that anymore and doesn’t have to.
Suddenly, a green teleportation beam lands! It’s Madelyne! She came as soon as she got the message from Mrs. Mac, and couldn’t wait to find out what was happening to Nate. And she does mean “what.” Emma notices that Maddie can teleport and jokes that now she understands why Nate is interested in Maddie. Nate tells Maddie that they can leave, but have to make one quick stop first before they can go home again.
Later that night, someone has a lock on Nate while he’s eating dinner! Gauntlet-4 reports to his boss that he’s got Nate locked and is ready, as they have found the big one…