It’s early winter and the six students of Xavier’s School for gifted Youngsters are enjoying the first solid freeze at a secluded pond not far from the mansion. Calvin Rankin, the latest to join the X-Man, is a little surprised by how the group chooses to spend their spare time, though Hank McCoy points out that he did bring his skates after all. Warren helps Jean, who could make it from college this weekend, to put on her skates. Scott, as usual, stands a little bit apart of the group. Bobby is the first one to enter the ice in his regular, overconfident manner and Hank’s warning that he needs to account his balance for standing on blades opposed to his own feet comes too late. Bobby lands on his behind in a rather unpleasant manner and, when Hank tries to demonstrate how to ice-skate correctly, he shares Bobby’s fate.
Taking Jean’s hand, Warren dares her to do some couple-skating. However, just as they enter the ice, the lovely redhead turns back, asking Scott if he won’t be coming too. Scott replies that he forgot to bring his skates, not that Warren minds.
While the others enjoy themselves, Scott walks into the nearby woods. Actually, Scott left his skates on purpose, for there is something he wants to do and he needs to do it alone in private. As he walks further away from the others, Scott thinks about how he envies Warren, as he can easily hide his wings with a couple of straps, while he has to forever wear the special ruby quartz glasses. Only a few weeks ago, he accidentally injured the Angel with one of his eyes’ deadly beams, though fortunately he subconsciously weakened the blast so that Warren wasn’t killed.
Scott reasons that at the time he didn’t realize it, but it might mean that he is beginning to control his gift, just like the professor told him it could happen one day. In this abandoned area, Scott now wants to test his theory. Scott takes off his glasses, his eyes still shut. He concentrates, then opens his eyes for the merest fraction, but once more the optic blast goes off. Even worse, it seems stronger than ever and blasting in a wider arc than before. Scott closes his eyes again, covering his face with his hands and gives in to despair. He feels that it is hopeless; he will always be a menace. So far, he has always told himself that there was a higher purpose to why he was chosen to possess such awesome powers, but what if he is just the victim of blind, unreasoning fate? A fate that will separate him from Jean, the girl he loves, forever.
Suddenly, Scott lashes out in anger, not wanting to accept such fate. He declares to smash anyone and anything that would keep him from Jean. Firing his optic beam at full force, Scott realizes the folly of his actions only until it is too late, as the beam strikes a rocky hillside starting a rockslide. The avalanche is headed straight at him, and Scott runs to safety, barely making it. As the dust settles behind him, Scott tells himself that this will serve as a reminder to him to never lose his temper, no matter how great the provocation. Fortunately, there was no one else nearby to be menaced by the rock slide; at least that’s what Scott thinks to be the case.
Unknown to him, though, within the hill there is a network of long-forgotten tunnels once used by the British to store ammunition during America’s revolutionary war. Currently, though, they function as the secret lair of the Super-Adaptoid. Seating in a throne-like chair, the Adaptoid is alerted by the noise of the rockslide and wonders out loud who disturbs his solitude. He suspects it to be some intruder or the agents of A.I.M. seeking to regain control of him. He announces that, whoever it may be, they’ll face the combined powers of four of the mighty Avengers. In the next instant, he finds dust and stones dislodges on his head, fueling his anger even more but then, the rumbling subsides and he wonders if it could have been an act of nature, a freakish accident of no importance. Then again, he decides it might be an omen, reminding him of the world outside. Parts of his computerized artificial brain now fully activated, the Adaptoid recalls that his original purpose was to kill Captain America, which he thinks he accomplished, but also he was empowered with the ability to evolve others into being like himself and conquer the world.
While the Adaptoid leaves the caves that have served as his home, the unsuspecting X-Men are still at the frozen pond, Bobby still having problems keeping his balance. Hank tells him not to take it too hard, probably ice-skating is just not his forte, but Bobby says that he is just rusty. Right then, he once more slips and falls, causing him to wonder if he should strap the skates on his backside. In his usual, offensive manner, Calvin announces that he has to go now, since he promised the Professor to run through some tests. Jean says that she is coming too, as she wants to practice a little bit in the Danger Room. Of course, Warren is not far behind her. Hank too takes off his skates and asks Bobby if he will come along but the youngest X-Man, still sitting on the frozen pond, wants to stay and try some more. No sooner have the others left than Bobby tries out a new approach. He takes off the skates and his clothes, switching into his costume and powering up. As the Iceman, he suddenly has no more problems. Skating on his own feet rather than skates, he finishes an almost flawless series of most difficult skating maneuvers.
From within the woods, the Super-Adaptoid watches Iceman’s performance, realizing that Earth has other superbeings besides the Avengers. He ponders about turning Bobby into the second Adaptoid, but reminds himself to approach him with caution. First, he needs to learn whether there are other such humans nearby, as he has no desire for battle yet. Bobby, still busy trying to skate backwards, still hasn’t noticed the foe the Adaptoid steps on the ice. However, it doesn’t support his weight and he crashes through. With him being over 10 feet tall, though, his upper half is still above surface level. Iceman turns, hearing the loud noise, and immediately perceives the huge metallic being as a robot. The Super-Adaptoid is offended by this statement, as he is no mere robot but the product of years of bio-chemical research.
Iceman encases the Adaptoid in a giant block of ice and the Adaptoid no longer moves. Bobby is somewhat surprised, as he thought a guy of that size would be able to break out with ease. He adds a second layer of snow around the block and, talking to himself, Bobby decides to head for the school and return there with the other X-Men or else they’ll never believe him. After he has departed on one of his ice-ramps, the Super-Adaptoid indeed does break out of his transparent prison. Thanks to Bobby’s monologue, he now knows of there being others like him and, with the remains of his ice-ramps showing the way, he’ll have no trouble tracking them down. First, though, he’ll remain hidden and further study the X-Men.
Back at the school, Iceman talks to his teammates about what happened, but they don’t believe him. Beast asks if he landed on his cranium while ice-skating and Warren and Jean too find his story somewhat hard to swallow. Iceman tells them about the robot still being at the pond, right when Scott too returns from his walk in the woods. On the way back, he passed the pond, though has not seen any robot. Instead, he found Bobby’s clothes. Iceman explains that he was too excited about the robot that sneaked up on him, apparently just watching him... and he begins to realize that this story really doesn’t make much sense. Maybe he was just daydreaming after all. The other X-Men proceed into the Danger Room and Scott says he’ll join them as soon as he put on his costume.
Somewhat later, the original five students join Professor Xavier, who is training with the Mimic outside of the mansion. While Calvin is flying high above the grounds, Xavier mentally directs him to keeps his body loose to be able to change direction much quicker. The other students cannot help but to admit it but the Mimic indeed is making progress. Xavier senses that the other X-Men resent Calvin, thinking him to be very arrogant and self-centered, but he can’t help but to feel there is much good inside that man. He mentally commands Mimic to perform another maneuver, but Calvin Rankin is no longer in the mood and comes flying down, landing in between the X-Men. He says that he didn’t transfer from Metro College just so that the Professor could make him jump through some loopholes, and none of Xavier’s explanation that each exercise has a purpose seems to convince him. Actually, Mimic wonders why they even bother about evil mutants taking over the world; it’s not that the world did do something for them.
Scott says that he has gone too far this time and asks Xavier to give him permission to take the overconfident Mimic down a peg. Naturally, the X-Men’s mentor declares that there should be no in-fighting, but the Mimic wants to hear nothing of it and is rather eager for the challenge. He offends Cyclops, daring him to use his optic blast on him so that he will learn why he is deputy leader of the team no more. Scott gets angry, but still tries to control himself, remembering what big a help the Mimic was in their battle against the Ogre. Mimic then starts the fight, throwing a handful of snow in Scott’s face. Cyclops wants to respond, but then remembers how dangerous his optic beam can be and turns away in shame, saying that he has changed his mind and thinks the Mimic is not worth fighting.
Scott’s friends though are not willing to let the matter rest and, declaring that they have been waiting for this for weeks, Warren, Hank and Bobby attack. Sitting in his wheelchair on the sidelines, Xavier thinks that he must not interfere, as the six teenagers need to sort it out themselves. The Beast leaps at the Mimic, but he jumps upwards, out of Hank’s grasp. Just as the Mimic tells Hank that he will now learn what it feels like to be stamped by his own over-sized feet, the Angel grabs his wings from behind, telling the Mimic that Hank’s attack was just a set-up. While Warren holds him in place, Iceman throws and iceclub at the Mimic, though he deflects it with Marvel Girl’s telekinetic powers. As it nearly hits the Angel, Warren has to let go of the Mimic. Seeing his friends in peril, Cyclops now too joins the battle, testing his optic blast against the Mimic’s duplication of it.
With a mental command, Xavier stops the battle. He then angrily points out that he has been tolerating Calvin’s insolence and bickering for weeks because he thought he would change, but it would seem that his overwhelming ego is more than the X-Men can afford. The Professor says that he thinks it best for the Mimic to leave the school as soon as possible, while the X-Men will have to fight Factor Three without him. Reminded of the threat the secret European group poses, Cyclops wonders that perhaps the Mimic might shape up, but Calvin tells him not to hold his breath. That said, Xavier’s decision is settled and he heads towards his office to continue his study of Factor Three. Meanwhile, the Mimic strides off to pack, thinking about that he’ll lose the X-Men’s powers when he leaves, though that he will make them pay.
Scott looks after his mentor and realizes that while he only has been worrying because of the danger of his eye-beams,. Xavier has to worry about all the X-Men. Scott knows that it hurt Xavier to expel the Mimic and to admit defeat, but he had no choice but to do it. However, Scott also senses that there is something else on Xavier’s mind. Indeed, Cyclops’ suspicions are justified as though Xavier continues to study in his lab, trying to find out more about Factor Three. For his special experiments, he closes off his mind to any outside thoughts, though he still has problems remaining focused. He can’t help but to think of what lies locked behind the heavy oaken door, for it hides from view his greatest secret and his most tragic failure.
A short while later, the five X-Men try to ease tensions with a special game of football. The pigskin is been specially weighted that it travels a lop-sided path. Scott throws up the ball and the task is for Jean to catch it with her telekinesis, though she never gets the chance to try, as suddenly a giant hand grabs the football. The Super-Adaptoid has finally decided to reveal his presence and Bobby recognizes him as the robot he saw at the pond. The Adaptoid announces that he has been observed the teenagers for some time now and that he has decided to transmute each of them into a replica of himself. The Angel is ready to attack, though Cyclops advises him to stay back until they know what the Adaptoid means. More than ready to demonstrate, the Adaptoid grabs Jean, telling her to stop struggling as she is honored to be chosen.
Seeing his love interest in peril, Cyclops rushes forward, ordering the Adaptoid to let go of her. He fires an optic beam, but the Adaptoid holds up a shield made of some unique metal that deflects it. The Angel dives in, pushing away the arm with the shield, while Beast uses the Adaptoid’s momentary confusion to leap at his chest. Iceman circles around the opponent, once more trying to encase him in ice, bot the Adaptoid reveals that before he is no longer toying with him and easily smashes through the ice, declaring that his absorbed powers are more than enough to finish the X-Men. Just as Cyclops notes that the Adaptoid’s abilities are kind of similar to the Mimic’s, the X-Men regroup, wondering how to overcome him. The Adaptoid reaches into his quiver, pulling out an arrow and, although his bow has been destroyed by Captain America, he is able to hurl the arrow at the mutants. Upon impact, the arrowhead cracks open, releasing a gas that robs the X-Men of their muscular control. Within seconds, all of them lie helplessly on the ground.
From the bushes, the battle was observed by none other than the Mimic. Calvin Rankin thinks to himself that he must have picked the right time to come back and tell off the X-Men, as this Super-Adaptoid seems to have more powers than even he and he said he could transfer them to others. He steps forward, just as the Adaptoid is about to make pantographic tracings (copies) of the X-Men’s powers. He introduces himself and voices his interest in becoming an Adaptoid. While doing so, Calvin thinks to himself that, for some odd reason, he can’t duplicate the Adaptoid’s abilities and wonders if it is due to them being artificial. The Adaptoid welcomes the Mimic’s decision and says that he senses a kindred spirit in him, one born to rule over lesser creatures. Calvin Rankin more than agrees; he’s had it with both homo sapiens and homo superior.
On the ground, Cyclops is still too weak to move, but he witnesses the entire conversation. He knows that it’s just Calvin’s bitterness towards the X-Men and humanity that caused Calvin’s decision. Meanwhile, the Super-Adaptoid describes how exactly the Mimic’s body will be transformed with cellectric rays, causing his body cells to change and nerve endings becoming solid state components. The Mimic interrupts him, telling him that he isn’t interested in any egghead explanation; he should just get in on. The Adaptoid complies, raising his hand above his willing subject and bathes him in the aforementioned rays. He declares that it will take several minutes.
On the ground, Cyclops gathers his strength to speak. He warns Calvin not to give up his humanity, as the Adaptoid doesn’t want a second in command but a robot slave. Continuing the treatment, the Adaptoid tells Mimic that once his transformation is complete they will deal with the insolent mutant and destroy him. Though Calvin tries not think about Cyclops’ words, the truth sinks in and he realizes that, though he would like to rule, killing is a whole different matter. Right before the transformation reaches the crucial point, he pushes the Adaptoid’s hand away and leaps towards him with the Beast’s agility. The Super-Adaptoid announces that for daring to oppose him, the Mimic will die.
Calvin fires an optic beam, but just like Cyclops before, he sees it deflected by the Adaptoid’s shield. Despite his courageous words, the Mimic begins to realize that the Adaptoid might be more than his match and, while he tries to come up with some new strategy, the villain reaches into his quiver, pulling out three arrows and hurling them at him. The Mimic realizes he can’t dodge them all, so he uses telekinesis to detonate the center one, while the other two miss him. Still, the flash of the explosion momentarily dazzles him and the Adaptoid tries to make advantage of that by throwing his shield at him in Captain America style. Calvin leaps out of the way and the Adaptoid begins losing interest, declaring that the battle is costing too much time and turns to kill the X-Men instead.
In a desperate attempt to regain his attention and lure him away from the incapacitated mutants, the Mimic assaults him for being a weakling and takes to the air, daring the Adaptoid to come after him. The ploy works but, making use of the Wasp’s wings, the Adaptoid is faster than anticipated and manages to grab Mimic’s foot. Using his other foot, Calvin kicks him in the face, trying to buy the X-Men more time to recover. When the Adaptoid banters that he is fighting for his life as desperately as Captain America did before he destroyed him, Mimic corrects the Adaptoid in his wrong assumption, as the star-spangled Avengers is as alive as ever. This revelation causes the Adaptoid to lower his guard for a moment and Calvin tries another optic beam, but to no avail. Deciding that he will go after Captain America again, once he is finished with the X-Men, the Super-Adaptoid begins hurling the Mimic around at fantastic speed, trying to make him black out.
Suddenly, he stops, another idea having formed in his mind. The Adaptoid thinks that by making a pantographic tracing of the Mimic, he can gain the X-Men’s powers all at once. Taking the Mimic’s silence as confirmation of his suspicions, the Adaptoid continues, saying that, with these powers added to his own, nobody should be able to stop him. However, as soon as he starts to duplicate the Mimic’s make-up, the atmosphere begins to crackle around both of them and an electric backlash hits the Adaptoid’s systems. For some strange reason, the Mimic seems immune to his power and, angrily, the Adaptoid hurls the cause for the feedback away from him. Too weak to fly and plummeting down, Calvin thinks that his plan worked. It was he, using Xavier’s telepathy, who planted the idea of copying his powers in the Adaptoid’s mind, having guessed correctly that their powers wouldn’t interact.
Down below, the X-Men have come around and observed the events in the sky. Even from afar, they can see the Mimic’s wings shrinking and Warren goes airborne to catch him before Calvin falls to his death. The Adaptoid’s fate is very similar. The energy backlash still occupying his system, all printed circuits are erased, causing him to revert back to his template form. No longer having the Wasp’s wings at his disposal, he too falls down but manages to land safely in a nearby lake.
Not far away, the X-Men are happy to have survived the ordeal and only slowly it dawns on them what threat the Adaptoid would have become with their powers added to his own. It’s only thanks to the Mimic that this was prevented and Cyclops apologizes to Calvin, as he saved all of them at the cost of his mimicking powers. Calvin, however, says there is no need to apologize, as they were right about him; he was a self-centered, glory-hungry fool who did not deserve such power. Ironically, it took an inhuman emotionless thing like the Super-Adaptoid to make him realize the true value of friendship. Even though the Mimic is gone, Calvin Rankin became a man.