In Rogue's mind, Rogue is standing on the shoulder of a giant Mystique statue. Hands reach out for her, and then they turn to smoke. Mystique looks at Rogue, and then turns to dust. Rogue falls down.

Rogue wakes up with a shout. She's with Professor X in the gazebo. He tells her she's doing fine, but she says she can't do it anymore – it isn't working. He says it will take time – she's confronting painful issues of her mother's betrayal. She tells him she thinks she just needs to get away from everything and leaves the gazebo. He calls after her, but she doesn't reply.

In Bayville High, the bell rings. Rogue gets to the front, but decides not to go and turns away, finding Kurt behind her. He is still angry at her and rudely walks away, but she asks him to wait and apologizes for what she did to Mystique. He asks if she's really thinking about leaving, and she says maybe – she doesn't know yet. He heads to school and she walks away into an alley. Suddenly, Gambit shows up and drags her through a door. She asks him what he's doing, and he tells her she's way too tense, but he has just the thing to help her relax. He sprays something in her face, and she falls unconscious.

Rogue wakes up in a train car and finds Gambit sitting by the open door. He tells her that he's been watching her for weeks – she's such an unhappy girl. She tries jumping at him, but she's tied to the car. She asks him what he wants with her, and he says he doesn't want anything – it's what she wants – he's just opening the door for her. She asks the door to what, and he answers freedom – the chance to walk away – he knows from experience that the first step is always the hardest, so, he's just giving her a little push. She orders him to untie her, and he says he will – once she realizes he's doing her a favor.

In the Institute, Bobby and Sam return from school. Iceman ice-slides to a window in the second floor, and Cannonball walks to the entrance. Nightcrawler teleports next to him and asks him if he's seen the professor. Sam shakes his head, and Kurt teleports away. In the library, Amara, Jamie(s) and Ray are doing their homework. Multiple is reading three books at once, and Berzerker is using a laptop, powering up the battery with his power. Nightcrawler teleports in and asks if they saw the professor. They haven't, so he teleports away to the garage, where Logan is working on the van. Kurt tells him he's looking for the professor, and Wolverine asks why. Kurt answers that it's a bout Rogue – she never showed up at school and nobody's seen her – what if she took off?

In the street, Wolverine rides his motorcycle, led by his senses. He finds Rogue's bag and sniffs it, picking on Gambit's scent.

In the former Acolytes base, Pyro is watching the video tape of Magneto being blown up by Apocalypse. In delight, he rewinds the tape and watches it again and again, laughing. Wolverine pulls him out of his chair and says he's looking for Gambit. Pyro creates a fire-spitting fire dragon, and Logan jumps away to dodge the flames. He manages to jump behind Pyro and cut the pipes of the flamethrower, stopping his supply of fire. He tosses Pyro across the room and asks him where his buddies are. Pyro answers that since Magneto is gone, Colossus bailed and went back to Russia, Sabretooth is out playing with a big ball of yarn somewhere and Gambit didn't leave a note on the fridge. Wolverine leaves, and Pyro gets back to his video.

That night in the train, Rogue watches Gambit playing cards. She asks him what it is with him and cards, and he says it's like having fifty-two explosives tucked away in one little pocket. He holds up a Queen of Hearts and says that he always keeps her for last – his lucky lady – she's gotten him out of a whole lotta jams. She says she needs a whole deck of those, and he says that it is nice having someone to watch over you, so if she's ready to accept his help, he can untie her. She agrees, and he blows up her ropes and says that it's just time she takes charge of her own destiny. She thinks so too and kicks him off the car, but he holds on to it. She says she doesn't like getting pushed in any direction and puts his staff on his fingers, but he charges the entire car and tells her that if she doesn't pull him in he'll blow this boxcar off the tracks. She reluctantly pulls him in, saying he's just crazy enough to do it, and he says they do what they have to do. She tries punching him, but he grabs her wrist, takes off her glove and tells her to absorb his thoughts – that way she'll see for herself that he means no harm. She walks away, saying she doesn't want him in her head.

In Cerebro, Xavier and Wolverine track Rogue and Gambit heading south. In the hangar, the Blackbird takes off, with Wolverine, Storm, Cyclops and Nightcrawler.

In the train, Rogue asks Gambit what made him think she was ready to leave the Institute. He says it's been obvious, and besides, he heard her talking to Nightcrawler. She asks if he's been spying on her, and he answers he's just been looking out for her. She asks where the train is heading, and he answers Louisiana, much to Rogue's excitement.

In New Orleans, Louisiana, Rogue and Gambit walk by a Mardi Gras celebration, with costumes and fireworks. Rogue is very happy. Remy bumps into a man, and after the man walks he tells Rogue that it's first time he's been there without working. She asks working at what, and he says getting by and holds up the man's wallet. Rogue takes it and runs to the man, telling him he dropped his wallet. Gambit suggests they go into a little jazz club nearby.

In the jazz club, Rogue and Gambit are sitting at a table. Rogue says she forgot how much she really misses these kinds of places, and Remy says there's nothing like this up north. Rogue asks him if he's always been a thief, and he says it runs in the family. She asks if he means his father, and he answers "if you could call him that", and that he actually has to go see him tonight. He suddenly notices someone he knows approaching – Julien – and stands up. Three of Julien's thugs show up and two of them grab Rogue and Gambit, but they toss them over their shoulders, and Gambit takes out the third with his staff. Julien charges and Rogue asks Gambit to borrow his staff. Outside in the street, Julien flies out through the door. Rogue hands Gambit his staff back and thanks him. One of the thugs jumps at Gambit, but Rogue kicks him off. Gambit charges a parking meter and it explodes, shooting coins at the other two thugs. Julien gets up again, tackles Remy, slams him against a wall and prepares to punch him, but Rogue absorbs him and he falls to the ground. Suddenly, she gets memory flashes from Julien's mind of a swamp and Jean-Luc LeBeau tied up to a chair. Gambit wakes her, saying it's time to go, charges her necklace and scatters the beads. They explode on the ground in front of the thugs, and Gambit pulls Rogue away.

In the Blackbird, Xavier tells Storm through the radio that both Gambit and Rogue have used their powers. Wolverine says it's not a good sign and Cyclops asks where they are. Storm says that they're in the heart of the French Quarter. Nightcrawler looks down and says they'll never find her during Mardi Gras.

In the street, Rogue tells Remy that she got a dose of info from Julien. She knows that Remy is part of some crime family called the Thieves' Guild and Julien is from a rival family, the Rippers. Gambit corrects her that he's not in the Thieves Guild anymore, apologizes that she got involved, thanks her for her help and says he has to go take care of some stuff. She asks him why he didn't tell her they kidnapped his father, and he says she doesn't need any more troubles. She asks what he's going to do, and he says he'll go get him once he figures where he is, and walks away. He hides behind a corner to see what Rogue will do, and continues walking when she decides to follow him – his plan is working. Suddenly, he spots Cyclops in the crowd, looking for him or Rogue, and turns back. He drags Rogue away so she doesn't see Scott, excusing it that it's dangerous for her to be seen with him. She tells him that she knows where his father is - Blood Moon Bayou – but he'll never get past their sensors and water mines, so she's going with him. He pretends he doesn't want her to come, saying he'll manage on his own, but she says she had the chance to do something like this before and she didn't, so she needs to do it now.

Outside the jazz club, Storm, Nightcrawler and Cyclops see the mess. Scott says it has "Gambit" written all over it. A man compliments Kurt on his "costume". Logan comes out of the club and says that they've been there.

In Blood Moon Bayou, Rogue and Gambit ride a motorboat with a raft, with Rogue navigating through the mines. Rogue tells Gambit she thought he doesn't like his father, and he says he doesn't - just because someone adopts you, doesn't make them a parent. Rogue agrees from experience, saying that Mystique was after her power when she took her in. Remy says they're very much alike, but Rogue says that the difference is that he's there trying to save his father, which is more than she did.

Nearby, Wolverine tracks where Rogue and Gambit took off from. Nightcrawler teleports in with the raft from the jet and hands it to Cyclops, who presses a button, blowing it up.

Rogue tells Gambit they're close, and that the only safe way is under the roots.

In the Rippers' base, Julien and his father, Marius, are watching the bayou. Julien says that the motion sensors in the bayou are picking' up something, and it can't be an alligator. He aims a bazooka-gun at the boat and fires.

Rogue and Gambit manage to get to shore with the raft. Rogue remembers where the security cameras are, and they roll down past them. When they get up, Rogue accidentally touches Remy and he faints.

A few minutes later, Gambit wakes up to find a very angry Rogue. She absorbed his thoughts, and now she knows he played with her – ever since he put her on that train, it's all been a part of a plan – he knew they'd run into someone from the Rippers at the jazz club, he knew they'd come after him and he knew she'd use her powers to help him because he wanted her to absorb information – he used her, just like everyone else. He apologizes and says that his father's life was at stake, but she doesn't want to hear it and walks away. With no choice, he enters the house alone.

Inside the house, Gambit finds some empty beer cans and uses one as explosive to knock out a few Rippers. He finds his father, Jean-Luc LeBeau, tied up. Jean-Luc asks Remy what he's doing there, and Remy says he's been asking himself that very question, before blowing off his ropes. Jean-Luc is very excited that Remy came back for him after all he's put him through, but Remy tells him that nothing's changed, and that they have to go. Jean-Luc asks him to wait – they're in the heart of the Rippers' stronghold – that's a great opportunity. Remy tells him to forget it since they don't have time, but his father is determined to raid the place and do some real damage - they can ruin their family. Gambit says he doesn't need him for that, but Jean-Luc says he needs his power. Gambit leaves the room, only to find Julien and Marius with a bazooka. Suddenly, Rogue touches them from behind and they fall unconscious. Jean-Luc is impressed with Rogue's power, but Remy tells him to forget it and they start walking away. Rippers lurk in the halls, but Rogue knows all the hallways and leads them through another way.

Outside, Storm creates a twister from the swamp water.

Back inside, Rogue, Gambit and Jean-Luc are again blocked by Rippers, but the door breaks and the twister suck them. Jean-Luc is again very shocked at the mutant powers around him. They all run out. Nightcrawler teleports on the roof and takes the gun from another Ripper. Wolverine slices off the porch, knocking down two more. Cyclops fires at the rest and Rogue and the LeBeaus escape in the motorboat. Wolverine shows up in another boat, and Cyclops boards. Julien also arrives and chases in his own boat. Nightcrawler teleports next to Wolverine and Cyclops, and they ride right next to Gambit. Gambit sends a few cards at a Rippers boat, and Cyclops fires at another. Julien can't hit Gambit with his bazooka, so he rams the boat instead, and they all fall. An alligator swims by them and Nightcrawler teleports Rogue to shore to save her. Jean-Luc makes it to shore swimming, but Remy is still in, as Julien is around him in circles. Gambit manages to charge the boat, forcing Julien to jump off. Storm flies above them and winds Gambit to shore, where Wolverine pulls him up and starts attacking him. Rogue asks him to leave Remy alone, and he does. She tells Gambit he did the wrong thing for the right reasons, and now she's going back with the X-Men – she doesn't care what he does. He sarcastically says that of course she doesn't, and she walks away with the X-Men. Kurt asks her if she's okay, and she says she thinks so, after seeing that Gambit left a Queen of Hearts in her hand.