After a nightmare about clowns, Jean wakes up in a silent scream, terrified,
floating above her bed. She floats down, and sees a Jack-in-the-Box,
turning. She picks it up, and a grinning bald tattooed head pops up,
startling her.

The following morning, everybody is looking for Jean on the Institute's
grounds, but she's nowhere to be found. Kitty finds that the cars are all
still in the garage. In Jean's room, Xavier and Scott are looking for hints
too. The professor finds the Jack-in-the-Box and wonders if it has any
significance, but Scott says it's just a toy Jean won at the carnival last
week. Hank enters and says they've combed the mansion – there's no sign of
her. Xavier concludes that sometime during the night, Jean simply vanished.

A little later, Hank searches the computer. Xavier wheels in and asks him
how his progress is, and Hank answers that there's nothing yet – he's begun
scanning news and police sources for the entire East Coast. Charles says
that Cerebro didn't detect Jean either, which means she hadn't used her
powers, and Hank hopes that if she does use them, it's not because she's in
danger.

Scott, driving around the city, calls Duncan Matthews and Taryn Fujioka from
his car, asking them if they've heard from Jean lately – they haven't. Evan
skates out of the police station after looking for Jean – he finds nothing.
Rogue looks in a music shop – but doesn't find anything. Kitty asks the
Brotherhood about Jean, but Lance just gets angry – they have nothing to do
with it. Kurt teleports to the football field – but doesn't find a clue.

Back in the mansion, Bobby, Sam, Jubilee and Ray are heading to the Danger
Room. Jubilee tells the boys that they really ought to be out looking for
Jean with the others, but Ray says that last he heard, they're supposed to
have class. Sam reminds him that they don't have an instructor, but Bobby
says that that never stopped them and opens the Danger Room. Jamie runs up
to them, falls, clones himself, absorbs the clones and tells them that
nobody told him they were having a session down there. Ray tells him to
forget it – he can't handle the Danger Room. Jamie says that if Ray can
handle it, he can handle it, but Jubilee tells him that they're just more
experienced at this stuff than he is. They leave Jamie out and enter the
Danger Room, and Jamie goes away, annoyed.

In a bus station, Logan is showing the clerk a picture of Jean, and the
clerk says Jean was there about four that morning and bought a ticket a
Boston.

In Cerebro, Xavier searches and then tells Logan and Scott that it's
confirmed – she's in Boston. Scott asks if that means she's using her
powers, and Xavier answers yes.

In Boston, Jean floats into a museum, using her powers to break her way in.
She steals a ring and leaves, easily getting through the cops with
telekinesis.

Back in the mansion, Scott tells Hank and Xavier that the jet is prepped,
but Hank says there's no point in going – Jean obviously left Boston after
stealing the ring. Xavier explains to Scott that Cerebro has detected a
fleeting use of her powers near the train tracks – she's on the move. Scott
doesn't understand what's going on – this doesn't make any sense – and
Xavier promises him they'll find her, they simply must wait for another
lead.

In the Danger Room, Iceman, Cannonball, Jubilee and Berzerker are having a
hard time completing their mission, and they're trapped in, fighting. Bobby
comes up with a plan to combine their powers, and it actually works – they
break free. The boys are pretty proud of themselves, but Jubilee says it was
bad and tries to leave. When she gets to the door, though, she finds that
the room is locked and another simulation begins – Multiple, angry at his
teammates for not letting him in, runs the simulations from the Control
Room.

A few simulations later, the four teen mutants finally get out of the Danger
Room, exhausted and with torn clothes, and collapse on the floor. Jamie
walks to them, grinning, and asks if they still think it was easy. In rage,
the others prepare to get revenge, and Jamie runs away, terrified. They try
chasing him, but their too tired, and decide to delay the payback till
tomorrow.

That night, Jean returns to the Institute. The computer recognizes her as a
student, and she easily enters. As she walks in the hall, Scott notices her
from his room and runs out to her. Before he can do anything, she uses her
telepathy to knock him out and her telekinesis to put him back on his bed.
She continues to Kurt's room. Kurt wakes up, and simply stares into Jean's
eyes for a moment.

The following morning, Scott rushes to wake the professor and tell him that
Jean was there and now Kurt is gone. A few minutes later, they both join
Hank and Kitty in the file-searching. Kitty tells them they've got a match
on one of the face recognition scans in Airport surveillance – Jean and Kurt
bought tickets to New York City. Scott and Logan leave in the Blackbird.

In New York, Jean and Kurt teleport into an alley, and then to the bank
across the street. Jean levitates them above security cameras. They then
teleport into the vault.

Xavier informs Logan telepathically that Cerebro has detected their powers
in the Township Bank.

In the vault, Jean searches through the safety deposit boxes
telekinetically, until she finds what she was looking for – another ring.
Wolverine and Cyclops break into the bank with their powers, destroying, the
doors and security cameras along the way. Wolverine senses that Jean and
Nightcrawler are in the vault, and Cyclops blasts the door. He tries to get
through to Jean, but she simply tosses them across the bank and into an
alley. Logan and Scott watch as the Blackbird flies away without them.

The Blackbird lands in the Institute. Beast and Professor X are up late,
trying to figure out Jean's next target. Hank researches the two rings she
stole, and finds that there are three of them - Tibetan artifacts - early
Hung Dynasty. While he tries to find where the third ring is, Jean uses her
telepathy from the Blackbird on Evan and Kitty, and they both wake up.
Xavier suddenly senses Jean and tells Hank that she's in the Institute. He
senses another face in her mind next – the one from the Jack-in-the-Box –
Mesmero. Hank tells Xavier in panic that they're sealed in – thanks to
Spyke's spikes. Evan and Kitty enter the Blackbird and join Jean and Kurt,
and they take off.

The following morning, Rogue enters Cerebro, where Xavier is trying to
figure out whose face he saw in Jean's head, by having Cerebro scan its
mutant profiles to find a match. Rogue looks at the face and tells the
professor not to bother – she knows that face. She leads Xavier to Jean's
room and shows him the Jack-in-the-Box – it's the Mind-bending Mesmero – he
was in Bayville last week with that Circus of Mystery. Xavier says they need
to attend their next engagement, just as Hank enters and tells him that the
last ring resides in Washington, D.C., at the Museum of Eastern Antiquities.

In the museum, a security guard alerts the other guards after the Blackbird
lands on the roof – and the museum gets sealed. The guards get to the roof,
and the four possessed X-Men attack them. The mutants then teleport/phase
inside, destroy the security cameras and easily get rid of the remaining
guards. Shadowcat takes the third ring, and then Nightcrawler teleports them
back to the jet.

The Velocity picks up Wolverine and Cyclops, and Logan says that it's about
time – they aren't exactly dressed for socializing with the general public.
Beast answers that that's okay – they'll all fit right in at the circus.

The Blackbird lands in the Circus of Mystery, followed by the Velocity.
Xavier tells the X-Men to try to keep their mind-controlled teammates
occupied – he's got an appointment with a mutant named Mesmero. Rogue says
she doesn't like this – they're friends – but Wolverine says that they just
have to subdue the others – no one has to get hurt. Beast and Nightcrawler
start struggling and teleporting around. Spyke shoots at Rogue, but she
dodges all spikes, with a little help from Cyclops. Jean saves Spyke and
uses her telekinesis against Cyclops. Shadowcat phases to Wolverine and
kicks him, but he doesn't fight back because he doesn't want to hurt her.

Jean walks up to Mesmero's tent, but Xavier stops her and urges her to fight
it – he'll deal with Mesmero, she just can't give Mesmero what he wants.
Jean ignores and levitates the professor's wheelchair, but Rogue shows up
and absorbs her. In her last moments of consciousness, Jean tosses the pouch
with the rings to Mesmero, and then she faints and Xavier's wheelchair
falls. Mesmero comes out of his tent and starts a mind-battle with Xavier.
Despite Xavier's psychic might, Mesmero manages to win and escape, releasing
his control over Jean, Kurt, Evan and Kitty. Rogue helps Xavier up, and Hank
asks him if Mesmero hurt him. Xavier answers that not Mesmero – Mesmero was
just another puppet like Jean – there was someone else pulling the strings –
a mind more powerful than anything he's ever encountered. Logan asks what it
could possibly want with those rings, and Xavier says he really doesn't
know, but he doubts they'll like the answer.

Mesmero enters a cave in the mountains of Tibet, which seems to be some sort
of an ancient Egyptian temple. He uses the three stolen rings as a key to
open a door, and sees another locked door behind it. He speaks up, saying
that he has done as commanded – the first door has been opened – he awaits
instruction on the location of the other two keys. He receives instructions
telepathically, and answers that he understands – he will find them and the
world will once again tremble at the presence of Apocalypse.