Courtyard of Bayville High. Scott, Jean, Evan, Kitty, and Kurt are discussing Duncan Matthews' party. Scott doesn't want them to go because he's afraid someone will brush against Kurt's fur or that the Brotherhood will try and pull something. During their conversation Kurt flirts with Kitty who quickly exits and Kurt gets into an argument with Scott. Scott accuses Kurt of goofing around too much and Kurt tells Scott he needs to lighten up. Kurt teleports angrily away.

Nearby Rogue is reading Dracula when she smells Kurt's teleportation. He has teleported into a storage area and fallen among boxes. His image inducer, damaged during his fall, stops working and so when Rogue starts coming towards him he teleports past a door that says "Stay out" to avoid her seeing him.

The room Nightcrawler has teleported into is dark and dusty. As he moves into the room Nightcrawler trips a laser beam, which causes video screens to come alive. A boy appears on the screen and says that it's January 22, 1978 and that the lab is going to self-destruct in 10 seconds.

Nightcrawler stares helplessly at the computer's keyboard and the lab explodes, sending him hurtling out of the room past Rogue. Rogue asks him if he's okay and then turns to look at the lab. There she sees the computers lying in jumbles, and a strange-looking device that is still intact. She picks it up and Kurt tries to grab it from her, and they fight over it. In their struggle the device activates, sending out a beam that causes Kurt to disappear. Rogue throws the device away from her in shock.

Nightcrawler has been transported to the hallway of a school, where everything looks misty. He sees transparent, fleeting figures walking by, including Kitty and Evan who walk by without noticing him.

Meanwhile Todd is in the parking lot eyeing a bug for lunch. Principal Darkholme parks her car in the space where Todd's bug was, and warns him to stay away from her new car.

Rogue carries the device outside with a pole and tries to throw it into the dumpster. She accidentally drops it at the feet of Todd who was passing by. She warns him to stay away from it but accidentally lets slip that it got rid of one of the X-Men. Rogue leaves and, intrigued; Todd picks up the device and presses one of its buttons. It causes the dumpster to disappear, much to his amazement.

Jean and Scott are walking down a hall discussing Scott's argument with Kurt. Scott maintains that Kurt jokes around way too much, but Jean says it's not worth losing a friendship over. Just then two students rush out of the men's bathroom yelling something about a blue and hairy ghost. Scott, exasperated, goes into the bathroom but he soon comes out saying Kurt's not there. Jean tries to find him mentally but although she scans the school and the Institute, she can't find a trace of him, "as if he didn't exist". At these words Rogue, who is secretly looking on, grows distraught. Jean tries again with no luck, and Scott immediately thinks that the Brotherhood did something to him. He confronts Fred and Lance who happen to be walking by, and demands that they tell him where Kurt is. Lance and Fred start to get into a fight along with Jean, but it is quickly broken when Principal Darkholme arrives and calls Scott and Jean to her office.

Nightcrawler is still trapped in the strange version of the school and can't teleport out. His thoughts are interrupted when a desk from nowhere almost falls on top of him.

Meanwhile in Darkholme's office, Toad is zapping away at Darkholme's furniture. Toad escapes out the window when Darkholme enters. When she sees her furniture gone, Darkholme is shocked and she runs out of the room, leaving Scott and Jean behind. They walk over to the window and see Toad using the device to make Darkholme's car disappear. They immediately realize what must have happened to Kurt.

A car appears above Nightcrawler and he teleports to avoid getting crushed. In Darkholme's office Jean sees a ghostly figure of Nightcrawler teleporting and feels that he's trapped somewhere. Scott feels that it's time to talk to Toad.

Nightcrawler finally sees another person, whom he recognizes as the boy on the computer screen in the lab. Nightcrawler introduces himself and explains that his looks are real and that he's a mutant. He demonstrates his power. The boy, named Forge, tells Nightcrawler that he is a mutant also and shows off his arm, which he turns into a mechanical apparatus.

Jean, Cyclops, Spyke, and Shadowcat are chasing after Toad. Toad shoots a ray at them and hits a fountain, which drops to where Forge and Nightcrawler are.

Forge is busily working away at a gadget. He explains to Nightcrawler that the device he found was a "transdimensional projector", which was his science fair project from 1978. He got caught in the ray and has been trapped in a "pocket dimension", which he calls "Middleverse", ever since. Two ghostly-looking girls walk by and enter the girl's locker room. Forge tells a disappointed Nightcrawler that the pocket dimension stops just short of the girls' locker room. Forge finishes his device and tells Nightcrawler that he can teleport for a short time to the real world and explain to someone how to reset the projector. Nightcrawler is afraid that the people he tries to tell will think he's joking. He shamefacedly explains to Forge that he has that reputation.

The X-Men have chased Toad up a tree. Cyclops shoots him down, Jean uses her power to grab the device, and Spyke nails Toad to the tree. Cyclops threatens Toad to get him to tell what he did to Kurt and Toad says he didn't have anything to do with it. Rogue, watching from nearby, tells them that it was she and that if they want to know what happened to him they have to let Toad go.

Rogue leads the X-Men back to the lab. Cyclops and Rogue start arguing, but then Shadowcat, having examined the device with Spyke, tells them that the device emits a steady pulse. Spyke says he and Shadowcat think the device is trapping Nightcrawler in an alternate dimension. Cyclops says that they should destroy it, but Forge tells Nightcrawler that if they do, he and Nightcrawler will be trapped forever.

Cyclops prepares to blast the device. Forge completes the gadget he was working on and tells Nightcrawler that he can teleport back to reality, but that the batteries will only last for a second. Forge tells him to tell the X-Men to reset the machine, not destroy it. Nightcrawler teleports but only has time to say the words, "Reset don't". The X-Men and Rogue are surprised to see Nightcrawler, and Spyke says that Nightcrawler must have meant, "Don't reset". Cyclops says that it sounded like a warning, and when Spyke scoffs and reminds him it was Nightcrawler, "the goof man himself", Cyclops says that even though Nightcrawler may be a joker, even he knows when to get serious. Cyclops resets the machine, which opens a portal. Forge says the portal won't stay open and they still can't get through, because they need more power. Nightcrawler gets an idea and teleports them away, just as the Brotherhood shows up. Avalanche tells Rogue that Mystique sent them to find her and when Cyclops accuses her of working for Mystique Rogue leaves saying, "this ain't my fight." The Brotherhood quickly moves in to attack the X-Men.

Meanwhile Nightcrawler has teleported with Forge to the hallway where Principal Darkholme's car was dropped. During the fight, Jean and Cyclops team up against the Blob, Avalanche battles Shadowcat, and Spyke blocks Toad from reaching the device. Nightcrawler and Forge reach the car and Nightcrawler hits the gas and teleports them back to the portal. The Brotherhood is advancing towards the X-Men when they hear a car honk. The X-Men scatter and the car hits full force on the Blob, while Toad and Avalanche duck behind him. The Blob stops the car, and when Avalanche sees that the device is destroyed, the Brotherhood leaves.

Rogue watches the X-Men leave from behind a tree. Scott invites Forge to talk to the Professor, but Forge says he needs to go and find his parents. Scott gives him their phone number, and then apologizes to Nightcrawler for their argument before, and says maybe he needs to be a little less serious. Nightcrawler apologizes also and says that maybe he needs to goof around a little less. Scott tells the X-Men that they should head home for a session in the Danger Room and then tells them that he was kidding and that they will be going to Duncan Matthews' party. When Kitty reminds them that she can't go, because she's a freshman, Jean reassures her and tells her that she's an X-Man, and they'll make it happen. The five of them cheer as they head home.