Delano Street in lower Manhattan, a rundown neighborhood close to midnight. Jean Grey and Scott Summers (both in civilian clothes) and Nightcrawler, get out of their Rolls Royce, wondering to what kind of new mutant to expect in this neighborhood their mutant detector led them. Although the X-Men themselves weren’t even aware that they’d be coming here until late afternoon, nevertheless they are already being observed by employees of the Hellfire Club. The men identify the mutants and their powers, especially pointing out that Phoenix’s potential is unknown and decide to send in an attack strike team.
Blissfully unaware, Cyclops orders Nightcrawler to stay outside and keep an eye on the Rolls. If he hears or sees anything funny, he is to let the others know. Jean asks Scott if everything is OK. She’s noticed he’s been on edge ever since Professor Xavier returned from space. Scott admits she’s right. He’d gotten so used to running things his own way and, while he knows he’s made his share of mistakes, to Xavier everything he’s done is wrong.
They see a colorful couple entering a run-down building and follow. The inside is dirty and almost derelict. They finally arrive at the dance floor. It’s incredibly noisy and the couple automatically switches to psi-speech. Wondering what kind of mutant they are going to find in a place like this, Scott suggests they split up. Jean can scan the crow while he uses the portable mini-Cerebro in his watch.
Scanning the crowd is easier said than done, as Jean, who cannot screen out all thoughts, receives some incredibly vile images. She wonders why part of her almost seems to find them attractive…
Nightcrawler, in the meantime, sits in the Rolls and is bored out of his mind. He doesn’t pay any attention to the delivery van parked across the street. Inside the van, Hellfire Club agents inform Sebastian Shaw that they are ready to begin.
A few blocks down Fifth Avenue from Avengers building stands the Hellfire Club. For 150 years it’s been one of America’s oldest and most exclusive gentlemen’s clubs, its membership a veritable Who’s Who of the nation’s elite. But within the club, an Inner circle sees the club as a means of achieving even more power. Two of these members are Jason Wyngarde and Shaw, who is busy giving the agents his orders. Wyngarde interrupts, reminding Shaw that Agent Rodi is about to face two of the oldest, most experienced X-Men. They are not to be taken lightly. Neither is Sebastian Shaw, the other man replies. He didn’t built a billion dollar empire from scratch by making mistakes or underestimating his opponents. They have done pretty well against the X-Men so far… Yes, but to capture them – Wyngarde scoffs. He’ll believe it when he sees it. In the meantime, he will continue his work on subverting Jean Grey to gather her of her own will into their fold. While she hasn’t realized it yet, she is his, body and soul, he boasts. Shaw mockingly repeats Wyngarde’s earlier words: he’ll believe it when he sees it…
Wyngarde has barely departed when the White Queen contacts Shaw, showing him her prisoners, Storm, Colossus, Wolverine (all held in cages equipped with inhibitor fields) and the unconscious Xavier. The new mutant they sought, Katherine Pryde, with the yet unknown powers, has escaped, Frost admits, but that should not be a problem. She will make sure her parents enroll her in Frost’s Massachusetts Academy, at which point she’ll belong to them.
As the two villains talk, nobody notices that, in a back part of the vast chamber, Kitty Pryde simply slips through the wall. Hiding behind some crates, she wonders what to do next.
She recalls how she got into this mess. Her parents interviewed headmaster of two private schools: first Emma Frost, whom Kitty hated at first sight, then Charles Xavier and his weird but nice students. Kitty bonded with them over ice cream sodas, but then the X-Men were attacked by armored goons. They were captured and, using her newly-found powers, Kitty secretly followed.
Kitty slips next to Storm’s cage and asks her how she can help in a hushed tone. Storm is drowsy, thanks to the inhibitor field. Finding an address tag in her costume. which the Hellfire agents had overlooked. she passes it to Kitty, telling her to call the phone number on the tag. At that moment, a guard notices the exchange and gives them away. Even as Storm shouts at Kitty to run for her life, the guard chase after the girl, sure he’ll catcher as she is running into a dead end. However, that was part of Kitty’ plan as she uses her newly found phasing talent and dives straight into the ground. Frost berates the men’s incompetence and angrily orders them to search the complex and find the girl.
Back at the disco, Jean Grey has finished her second circuit of the crowd, as well as enduring several drunken passes. She is starting to wonder, whether Cerebro has made a mistake. At that moment, someone touches her arm. It is Jason Wyngarde. He reminds her that they met once in Stornoway. Jean starts to reply but, suddenly, once more, reality shifts for her.
Jean finds herself back in the 18th century in a burned-out church in a woodland glade that will one day become part of Fifth Avenue. She is wearing a long cloak and a bouquet on her hand. A young woman arranges a bridal veil on Jean ‘s head as she is led to the altar, where Jason Wyngarde, her groom-to-be, is waiting. The priest, Shaw, is starting the wedding ceremony while Jean is brimming with impatience – she’d rather be in Wyngarde’s arms! With the ceremony finished and Wyngarde and Jean declared man and wife, Wyngarde first removes the veil and the pulls off Jean’s cloak. Beneath it, Jean is dressed in a startling black leather ensemble consisting of little more than panties a corset, high-heeled boots, opera gloves and a whip. “Milords, Gentlemen, Ladies-- of the Hellfire Club-- I give you Jean Grey, our Black Queen! Long may she reign,” Wyngarde announces. As the church explodes with cheer, Wyngarde and Jean kiss passionately and still do so as things return to normal for Jean.
She breaks off the kiss startled and turns to Scott, who happened to see the exchange. Jean wants to explain, but doesn’t honestly know what to tell him: that she believes an ancestor of hers married an ancestor of Wyngarde’s? Scott turns away, wondering. He’s never seen Jean act like that. She behaved like another woman.
On stage, a man announces the Dazzler. A lovely strawberry blonde in a skin-tight silver disco outfight and Kiss eye make-up appears on stage and starts to sing accompanied by a spectacular lightshow. Even while Scott admits to himself that she is good, he notices his mini-Cerebro beeping: Dazzler is their new mutant.
In the meantime, boredom is about to end for Nightcrawler as the car phone rings. Kurt reaches for the receiver, wondering whether it is Professor Xavier. He remembers how mad the Professor was when Kurt told him that he’d no longer be using the image inducer. God, fate or dumb luck has made him the way he is and he refuses to hide it any longer. The person on the other end is obviously not the Professor but Kitty Pryde, who has finally found a phone in the White Queen’s complex.
Quickly, Kitty asks him for help and Kurt asks for details. The conversation is interrupted as a Hellfire guard in a Mandroid armor starts to attack the Rolls. Kurt instinctively teleports outside and upwards, holding fast to a fire railing above the Rolls. He realizes that it must be a two-pronged stack against both groups of X-Men. The Mandroid points a sonic cannon at Kurt, boasting that they are equipped to deal with all the X-Men’s powers. Kurt remembers that Cyclops used a similar weapon against him during a Danger Room sequence. He finds he can barely think while the Mandroid easily walks, not climbs, up the wall and closes in on him. Kurt realizes with horror that he is in no shape to fight, let alone to win.
Meanwhile inside, Dazzler is still singing and Jean telepathically tells Scott that she needs to talk with him. He agrees, but suggests they do it somewhere private. They can leave after this set, once they’ve introduced themselves to Dazzler. Unfortunately, at that moment, two more Mandroids jump into the room through the roof window.
Jean changes her and Cyclops’ everyday clothes into their uniforms. Scott wonders nervously if there is any limit to Phoenix’s power and, if there isn’t, how long can Jean keep it under control? Still, it’s nice to have that kind of muscle on their side in a fight, he muses, as he and Phoenix attack. However, the Mandroid is prepared, as he hits Phoenix with an energy beam and she crumbles. Cyclops notices that this is just like a trap Xavier devised for Phoenix in the Danger Room, a ray, which scrambles a person’s brainwaves. But it has to be targeted to a person’ specific brainwave pattern, so how did they know? The other guard tosses some red glop at Cyclops’ face, which apparently contains ruby quartz as his optic blasts are unable to punch through it.
The X-Men are soundly defeated, but there is another player. Dazzler is furious that those “refugees from ‘Starship Troopers’” just ruined her chance at the big break. She points at one of them and, suddenly, light in all its infinite variety seems to explode around the hapless man, overloading his brain, which momentarily shuts off. Dazzler’s taken aback – she hadn’t meant to really hurt the guy. The other guard shoots at her with an enemy beam, which Dazzler barely evades. Phoenix, in the meantime, has gotten her baring back and frees Cyclops from the glop. Scott then easily takes out both Mandroids with his optic blast. Mandroid Number Three comes crashing through the roof window. Under his arm is Nightcrawler, who’s shouting for help. Jean lends a hand by telekinetically removing the Mandroid’s armor.
Cyclops asks how Nightcrawler is: black and blue, the German mutant quips, but he’s that anyway. He adds that things are worse. The other group in Chicago has also been attacked and captured. He explains what he knows, leaving Cyclops to wonder how they know that this Kitty Pryde is on the level. What if she’s luring them into an ambush? Dazzler interrupts, asking them to clue them in on what is going on and who are they anyway? Avengers? X-Men, Cyclops corrects her. He then tells Dazzler that she is a mutant and that is why those people were after her. He suggests that, for her own safety, she’d better come with them. The X-Men have barely reached their car when an explosion shatters the top floor of the building. Phoenix tells the others that their attackers’ thoughts have been cut off. So they no longer have the option of interrogating those goons. Probably exactly what their bosses intended, Cyclops thinks bleakly. How do they know so much about the X-Men, he wonders.
Their car passes a man standing at a corner, calmly lighting himself a cigarette. Cyclops recognizes him as the man who was kissing Jean in the disco. He wonders whether he is part of the puzzle or simply a rival for Jean’s affection. The headlights touch Jason for a moment, throwing his shadow across the wall behind him. Cyclops automatically notes the image, realizing that something about it is off but, preoccupied as he is, he doesn’t properly register it and does not realize just whom he is passing that night. That mistake will come to haunt him soon. Wyngarde sees the X-Men’s Rolls pass and his mocking laughter follows them into the night.