Another reality, a rural, idyllic landscape. Suddenly, tiny elves flutter around in excitement. The cause is a stranger with an iron coat, a young lord. The rider, a teenage boy with a medieval haircut is ignoring them. His get-up is incongruous. His suit of armor is as old-fashioned as the haircut, but it is combined with a wristwatch, a walkman playing loud music and sunglasses. Like teenagers anywhere, he complains, in this case to his horse, Goliath. This is so stupid, he announces. Of all the fun way he could be spending his summer holidays. But, no – his parents insist he follow tradition and ride out on a knightly quest.
His boredom is about to come to an end when a tear in reality appears and through it a train is thrown, surrounded by the Phoenix effect.
The boy calms his horse, wondering how that was possible. A riddle for the archimage, he figures. The dryads aren’t going to be pleased about this mess.
He gasps when, suddenly, he catches sight of something. A pretty unconscious girl - Kitty Pryde - who apparently was thrown out of the train and now – being phased – lies halfway within a tree. Flapping excitedly above her is her pet dragon, Lockheed. Seeing only a girl and a dragon, the boy draws the obvious conclusion: the creature is threatening her. This is what a knightly quest is about, he reminds himself. Saving beautiful damsels in distress.
He takes out a small metal cylinder, presses a button and it turns into a lance. Avaunt, foul creature! he shouts, as he turns towards the puzzled dragon.
Lockheed flies up and breathes a gust of flame at the boy. The boy manages to shield himself, but both the shield and the tabard are ruined, not to mention that he has been demounted. ‘Humph,’ Lockheed remarks unimpressed. Furious, the boy intends to teach him manners with his sword, once he gets it out of his scabbard, which quite frankly, he doesn’t. Lockheed just sighs.
Elsewhere, the tiny dryads have flown close to the train, for while the cold iron it is made of repulses them, they sense something alive in there. Plus, it is touched by magic. They scatter in fear, as suddenly a kick from inside opens the door and Captain Britain, followed by the other members of Excalibur, steps out. He doesn’t think they are in Kansas anymore, he jokes. Taking things as usually at their face value, Meggan wonders aloud that they weren’t in Kansas before and Nightcrawler, who is supporting the drowsy Phoenix, explains it is merely an expression. The flabbergasted Professor Stuart just sits there, with a pained expression, muttering an explanation about sideral warp and a transluminous flux.
Brian remarks it is no wonder Rachel is weak. It is a miracle aided by her power that they didn’t get splattered all over the landscape. He notices that Meggan seems distracted and his lover announces that somehow this land feels like home to her.
Some distance away, the prince has finally managed to unsheathe his sword. He notes that the dragon was chivalrous enough to wait. It’s almost a shame to slay it. Not that he even comes close as he keeps on missing. Finally fed up, Lockheed lets loose a burst of flame. The prince thinks he has missed as well, until the tree branch comes crashing down on his head.
Back on Earth 616, Brighton Beach, where on this miserable day has come merchant Banker Nigel Frobisher. He looks up in surprise to find that there is an actual hole in the clouds right above him. While he is still lost in wonder a four-armed creature attacks him from behind. He recalls from Ms. Ross’ dossier that this is Bodybag who encases his victims in a narcotic membrane and swallows them whole. Fortunately, he didn’t get Nigel but his umbrella.
Nigel runs off, only to meet the next member of the Technet, Joyboy. Nigel believes a baby can’t be too much of a threat. He is mistaken. Joyboy can take the heart’s desire of his prey and make it a twisted reality. In Nigel’s case, it is to be the ultimate man, so he can master his employer, Courtney Ross, but as strongly he wants to be like her, so he turns into a mixture of both.
While he is still reeling from that transformation, China Doll slithers onto the scene and shrinks him. The next moment, the tentacled Waxworks grabs him away and turns him elastic.
While Waxworks and Chinadoll fight over Nigel, he is tossed inside the building, where Gatecrasher is in negotiations with the local town council. She gathers Nigel up like a dishrag and asks what this is about.
In a different dimension the prince wakes up to be welcomed by Kitty Pryde. Immediately struck he wonders if she is an angel. Lockheed snarls and the prince demands a sword to slay the beast, whereas Lockheed goes into a boxing position. Kitty forcefully tells both of them to behave.
Seeing Brian properly, the prince sinks down on his knees and greets him as Captain Marshall, lord champion of the realm. Brian corrects the mistake, he is Captain Britain, not Marshall. He introduces his companions and the prince tells them he is Prince William, heir to the throne, but his friends call him ”Billy the Kid.”
Later outside, Brian announces that he fears they won’t get far with the train while William tells them that he was sent on a knightly quest to perform all manner of knightly deeds. When he saw Kitty and her dragon, he sort of jumped to conclusions. Looking fearfully at the dragon, who glowers at him from the roof of the train, Billy asks if Kitty has a sweetheart. The two men make fun of him, explaining that Lockheed eats them.
Suddenly, they notice a beautiful light and see a radiant Meggan dancing with the small faries. It’s as though the faerie folk are welcoming a lost princess of theirs home, Billy exclaims.
Inside the train, Professor Stuart examines Widget, while Kitty makes goo-goo eyes at him and Rachel just observes. Kitty explains that Widget had just eaten all the weapons aboard the train, same as he did the trash back at the lighthouse. Alistaire wonders what activated him and if they can replicate the process. Rachel speaks up for the first time and asks if that is wise. Alistaire stares at her, as besotted with Phoenix as Kitty is with him. Of course, Kitty notices and silently sarcastically thanks Rachel. Phoenix continues that, if Widget jaunts somewhere without them, they are stuck or he could have them end up somewhere worse. Suddenly, the train moves, due to a hurricane.
Outside, Billy warns the others that this isn’t a natural storm and Meggan points at the sky. A huge, red tentacled snake, a Shaitan, appears, destroys the train’s roof and grabs Kitty, Alistaire and Rachel.
Phoenix immediately bursts free, but Kitty finds she cannot phase through the tentacle holding her. Rachel tries to mindblast the creature, but finds it has no mind to speak of. Kitty finds that she can at least free Alistaire from his tentacle. While Rachel saves the falling professor, the Shaitan with Kitty gets away.
Ray suggests she try and track Kitty telepathically but Meggan informs them, her fairy friends know where the Shaitan lives.
The Shaitan flies towards a dark castle and puts Kitty in a big glass jar, next to another jar, where a girl in medieval clothing is stuck. Kitty finds she cannot phase here either.
A huge ogre in very skimpy clothing walks up to her, informing her about the obvious, namely that she is his captive. He tells Kitty that she is even uglier than the other one and hopes her folks are more cooperative. The parents of the princess haven’t sent a penny for ransom. The other girl complains that they are a poor people and he has no right to pick on them. She tells Kitty she is sorry for another captive. She’d been praying for a prince to rescue her. Kitty tells her to stick around. She may get lucky. The she turns to the ogre, warning him she has powerful friends. The ogre mocks Kitty and informs her the castle walls are unbreachable, at the very moment as something breaches them.
Captain Britain flies in, demanding to know where Kitty is. The Ogre seems upset rather than angry at the wanton destruction of his home. He adds that he hasn’t got a Kitty. He prefers doggies himself. Preferably in a white wine sauce. Typical, though, he whines. The moment something happens, he is the first to be blamed, just because he is an ogre. Brian apologizes. Excuses won’t fix his wall, the ogre replies slyly. And there are no kitties here, just the girlies. Brian looks around in surprise and is catapulted outside by the Ogre’s blow.
The ogre laughs gleefully, announcing he loves being a villain. Not half as much as she loves hitting one, Phoenix announces, as she creates a huge fist from her Phoenix raptor. A split-second later, the Ogre is catapulted outside, much the same way as Captain Britain before him.
Kitty is happy at the planned rescue, while the captured princess remarks that she doesn’t want to sound ungrateful, but isn’t there a prince among them? She is supposed to be rescued by a prince!
The princess warns Meggan and the overconfident Phoenix, who a moment later is grabbed by green tentacles coming from the moat outside the castle. Meggan observes that the greenish moat doesn’t look like water. It isn’t, Rachel announces, as she tries to get out, still partially covered by green slime. It’s some form of elemental being, soaking through her skin and trying to transform her. How can she help? Meggan asks.
Meanwhile, some distance away, Cap tosses a stone at the ogre’s head, telling him to awake, The ogre apologizes, telling him this is a misunderstanding, only to hit Brian the next moment. Expecting the move, Brian steps aside and mockingly announces there are rules to fighting. Demonstrating his point, he hits the ogre in the stomach, while announcing that gentlemen don’t use feet; then he elbows the ogre and knees him while explaining that those parts of the body are also off-limits. As he finishes him off, he ends his explanation by announcing that gentlemen fight fair at all times. That’s the reason why it is called fisticuffs.
Meanwhile, Nightcrawler has teleported himself and William into the castle; quite a strain, as these days Kurt can barely teleport himself, let alone a passenger. Amazingly, William considers the jaunt fun, whereas most people are usually sickened by the strain.
With sword drawn, William runs towards the ladies. Kitty protests that there is an easier way but Billy just smashes the jars with his sword. Brilliant move, Kitty jokes. She doesn’t know who is more dangerous, he or the ogre.
The princess thanks William but he barely acknowledges before asking whether Kitty is alright. Suddenly, the shards form another demon attacking the princess. William shatters his with his sword and the princess admiringly announces that he has saved her twice now.
Outside, Rachel screams at Meggan to stay away and Meggan marvels that Rachel seems to be more afraid of her than the demon. The Phoenix raptor explodes over the landscape and an exhausted Rachel, herself again, is left.
The two young women join the others in what’s left of the castle after Phoenix flipped, as well as Cap and his captive ogre. Nightcrawler warns the others that there’s barely anything holding up the roof. Seeing Cap and the ogre, he shout a warning at Brian. Not quite understanding, Brian throws the ogre onto the floor. As a result what’s left of the castle caves in.
After Phoenix dissolves her force bubble that protected them, Kurt just wryly states, never mind.
The princess still fawns over William, who is still busy talking to Kitty. While Rachel and Brian examine the ogre, a worried Meggan runs to Nightcrawler and tells him there was no need to teleport inside. She or Rachel could have carried him. He needed to prove he could still carry his own weight, Kurt defends his actions. There are other ways of doing that, Meggan replies with a smile. As she touches his shoulder, she turns into a female version of him. Brian turns around and looks at them half in surprise, half annoyance.
The princess is becoming more direct as she throws herself at William, once more announcing her gratitude. Looks like the castle isn’t his only conquest, Kitty jokes. William seriously tells the princess that his heart is pledged to another. To the surprise of everyone, William gets down on his knees and proposes marriage to Kitty.