Scott and Hank are in a lab in one of the lower levels of the mansion. Scott says the place scares because it reminds him of the basement at the orphanage. He says there was a story of a deranged freak that lived in the basement. Hank finishes working on Scott’s new visor that Xavier was working on to help Scott control his optic blasts. Hank hands the visor to Scott and calls him ‘Cyclops’ for the first time.
Warren comes in wearing a mask and asks if they are ready. He thinks they should wear masks to hide their identity and asks if they know where Xavier went. Scott says no but he might know a way to find out. Scott leads them to the tracker Xavier was working on. Hank begins to inspect the machine to see if he can get it to work. “Awww yeah! Now this is what I’m talkin’ about! Teamwork baby –- “Warren says. Scott tells Warren that this is not a game and they are going to do it right.
Warren leaves to check on Bobby whois sitting in his room. Warren asks Bobby if he is okay. Bobby admits he is nervous. Warren tells him that is the best part. Bobby says Warren may be right and then asks why he is wearing a mask.
Hank is able to get the tracker working and finds out that it is a mutant tracker. Xavier’s signature is saved in the machine and they are able to track them. Scott says he is starting to see the potential of the school. He says that if there are others out there that need help they may be their only hope.
Bobby is outside working under the hood of Xavier’s Rolls Royce. The others come up and ask what he is doing. He says they will need a ride so he is hotwiring the car. Hank says “I think these’ll work, too.” and holds up a pair of keys.
At the secret F.B. I. facility, Jean and Scab are thrown into a tunnel and told to walk down to the end of it. Jeans says Scab hasn’t said two words in the last few hours. Scab tells her that her anger is giving him a headache and then gives her two words “We’re dead.”
In the observation room, Metzger announces the world will soon be pure once again. Agent Cain tells him that they will be monitoring their test subject every possible way. Cain says they will learn a lot from the tests and adds are rumors of a military build-up in Trenton, New Jersey. Cain asks Metzger if he is building a private army since his headquarters are there. Metzger says if that were true he wouldn’t be there.
In an empty hangar in Trenton, New Jersey, new recruits are being inducted into the A.M.M. The speaker tells them Arthur is taking part of a bold experiment today. He says they will be Metzger’s elite guard. He says their genetic bind them and they will forge their hate to retribution. Chad is in the crowd and he looks up at the ceiling. Suddenly a hole is ripped out of the roof of the hangar and Magneto comes through, looking down on them.
A news reporter covers the story about the hangar suddenly collapsing and catching on fire. He interviews one of the firemen who says that the hangar was supposed to be empty but they are finding many bodies and none of them are alive.
When Jean and Scab reach the end of the tunnel they are in a large room with Arthur. Arthur’s transformation left his body crackling with electricity. Arthur attacks Scab, who realizes who Arthur is, with an electric blast. Jean runs to Scab’s side but is knocked out by an electric blast from Arthur. Metzger notices something happening with Scab and commands Arthur to hold back.
Scab’s body is becoming more deformed as he crawls to Jean. Cain asks about Jean in the observation room and the scientist says her vitals are low. Scab pulls Jean in and holds her. The scientist says her vitals are becoming normal while Scab’s are dropping. Cain tells Metzger that Scab is an empath, someone who can feel pain and disease in others and absorb it out of them and into himself.
Outside the facility Warren is flying over-head. Xavier and Duncan are making their way through tunnels underneath the room where Jean is. Xavier says he can’t sense Jean and tells Duncan they must hurry. Duncan says they have to do it his way, if they rush in Jean could be killed. Xavier agrees and tells Duncan he should be able to reach the room jean is in through a vent shaft above them.
Scab has absorbed all of Jean’s injuries. Arthur says he don’t know what Scab just did “…but it don’t matter. You just copped your last feel. Mr. Metzger?” Metzger tells Arthur to finish them. Right before Arthur attacks a hole is blown through the wall. Cain initiates a security alert. Suddenly snow is filling the room. Duncan comes in through the vent and grabs Jean.
Arthur sees Cyclops and Hank. Hank says he can take Arthur and make an attempt. Arthur knocks him back. Cyclops opens his visor and blasts Arthur through a wall. When Cain is told there are fires in the facility and no guards are responding he sounds the general alarm. Metzger runs out of the observation room.
Duncan brings Jean to Xavier. Jean is in shock. Duncan says it is like a blizzard in the room. Xavier tells Duncan to get Jean to safety. Duncan asks where Xavier is going. Xavier tells him he is going to get his students. Xavier thanks Duncan for what he has done but says it is not over and Duncan does not want to be there when it ends.
Magneto has arrived and is walking towards Arthur, saying how pathetic it is that he has tried to become like a mutant. “The unworthy aspires to godhood… …when gods already walk the earth.” Magneto announces. He will show Arthur what true power is. Arthur tells him to bring it on and they begin to fight.
Warren grabs Scab and they all leave unable to see Magneto due to the snow. Magneto and Arthur trade power blows and then lock up with each other. In a battle of will and strength Magneto wins forcing Arthur back into a fire leaving him to burn. “That is true power, peasant. Would that all of humanity burn as you have… someday.”
The students are running for the exit when they run into Xavier. Xavier says he is disappointed and asks what they are doing there. Warren says they saved Scab. The others talk about how ugly he is. Xavier jumps them for judging him when that is what they are supposed to be fighting. Xavier tells them that Scab is dying and there is nothing he can do.
Scab tells them he is right. He says he saved the chick and that was something he wouldn’t have done before. He tells Xavier that he and Magneto are a lot alike. They both have a lot of hate in them. He tells Xavier to let it go before he becomes like Magneto or himself. He tells them hate is not worth dying for.
Xavier takes in what Scab said and looks at his students. Scott tells Xavier that it is not just his dream anymore, it is all of theirs. Scott says it may not be what Xavier first planned but he will have to get used to it. Scott says Xavier needs them as they need him. So that together they can change the world. Xavier says “All right, Scott… …Let’s go home.”
Metzger runs to Arthur’s side. Magneto tells Metzger he is not unique, that there have been like him before and there will be after. He says Metzger is right, there is a war coming. But Magneto’s existence is proof that it is already won. Magneto grabs Metzger and says Xavier does not have it in him to get rid of humans like Metzger. “…Judgment is at hand.” Magneto tells Metzger. Magneto flies up and tosses Metzger into space.
The news talks about Metzger’s disappearance and says he is presumed dead. The reporter says Metzger’s Anti-Mutant Militia is falling without him there to lead it. Metzger’s ideas still exist in Washington as senator candidate Robert Kelly plans on installing mutant registration.
A cab driver drives Jean Grey to 1407 Graymalkin Lane. He asks her if it is a boarding school. “…Something like that,” she replies. As he leaves she looks up at the school. “In the main study of an exclusive private school in New York’s Westchester county, a strange silent man sits motionless, brooding… alone with his indescribable thoughts… Never, within the memory of man, was there a “class” such as this! Never was there a “teacher” such as Professor X! And never were there “students” such as the X-MEN”