At a chalet in Switzerland, two people sit curled up in front of a fire. It is a very romantic scene, but the young woman, asks the man why he always pushes her away. He states that she does not want to get to know the real him. She questions him about a scientist who is living with him, and the man states that the Doctor is currently in Scotland. Upstairs, they hear a noise, and the man, whom is called Warren, goes to check it out. In an upstairs lab, Cable walks in. Warren walks into the room, but finds no one. He looks around and Cable grabs him from behind a bookcase. He asks if Warren is Godfried Adler, but Warren pulls a gun and fires it through the bookcase at Cable. He knocks over the bookcase, but Cable isn’t there anymore. He shoots Warren from behind and he falls out the window and into the snow. The young woman from downstairs comes up to check on Warren, and Cable asks her where the Doctor is. She tells him that he is Scotland. Outside, Warren gets up out of the snow and screams as he unfolds huge feathered wings from his back. He flies back into the Chalet Cable throws a grenade at him. The grenade detonates and fills the room with a blinding flash. The woman has been temporarily blinded and fell around for Warren’s gun. She finds it and fires a shot when she hears someone near her. She hits Warren and he flies off. She calls after him that she didn’t mean to, but he is already to far away.

Just off the coast of Scotland, on Muir Island, Professor X and Moira McTaggert are going to meet the aforementioned Doctor Adler. The Professor questions Moira about his research and she states that she knows very little about him. We learn that he is working on a treatment to rid mutants of their powers. They reach his lab, but Doctor Adler denies them entry. The Professor tries to pick his mind telepathically, but his mind is filled with images, first of a gray skinned woman, and then of a man dressed in strange armor. Then, he is forced out of the Doctors mind by a jolt of energy that overrides his senses. Outside, Xavier has begun to convulse uncontrollably, and Moira takes him back to his room to rest. He waked up and asks id the Doctor himself is a mutant, Moira states that it is possible and may explain why he is looking for a cure. Xavier states the mutant powers are not a disease that needs to be cured. Moira asks him what the X-Men think, and he states that he hasn’t told them yet but that the time has come.

At their mansion in New York, the X-Men are still rebuilding the mansion after it was destroyed by the Juggernaut. Wolverine uses his claws to slice wooden boards while Storm uses her powers to mix mortar. Jean is using her telekinetic skills to drive nails into the wall. Wolverine and Gambit begin to bicker, and in response to a smart remark about his past Gambit charges up a brick Wolverine was planning to use. Unaware of the danger, Wolverine places the brick on top of the others. Cyclops blasts it away just in time and Wolverine threatens Gambit with his claws. Rogue drops a section of the tower around Gambit, and Wolverine accuses Rogue have having a soft spot for the Cajun.

Just then, Jubilee calls everyone to the war room, stating that they will never believe who would like to talk to them. She is referring to Professor X. He has sent them a message from Muir Island. In the message, he explains about the treatment. Wolverine is instantly angry and calls any mutant who undergoes the treatment a deserter. Storm states that the Professor has taught them to value their powers, for the good they can do. However, Rogue sits looking very unhappy and looks forlornly at Jean and Cyclops holding hands. A little while later, Rogue walks onto the grounds of the mansion alone. Nearby, Jean and Cyclops sit in a stable. Jean states that she is worried about Rogue. As she has felt her pain whenever she holds Cyclops hands or when they kiss.

As she walks, Gambit catches up with Rogue, asking her where she is going. He asks her for a kiss and she yells at him, reminding him of her powers. But Gambit states that it may be worth it to kiss her. He gets in her car along with her and she tosses him out. She speeds off, but Gambit jumps over the wall and lands beside her. He finds a tourist manual of Muir Island and states that he would rather take her to Paris. She pulls over and flies off.

Somewhere over the Atlantic Ocean, Rogue is hitching a ride on a commercial airliner. A man inside the cabin spots her sitting on the wing of the plane and calls a stewardess. Just then, Rogue spots Muir Island far beneath them and lifts off. Leaving the man inside the cabin very confused. In a bar on the island, two men, dressed in brightly covered uniforms are talking. One man, throwing darts, complains that there is nothing worth stealing on Muir Island, and that he is of a mind to return to jail, just for something to do. However, the other man, sitting at the bar states that they have to wait for Mystique. Just then, Rogue walks in, and Pyro, states that that could be her. The other man asks what he means by ‘could be’. And Pyro reminds him that Mystique is a shape-shifter.

Pyro walks up to her and asks if she is looking for him. She states that she is looking for Godfried Adler. Using his powers to set a chair on fire, Pyro asks if Rogue is looking for a hot date. She grabs him and hurls him through a wall. Behind her, Avalanche uses his powers to shatter the chair she is sitting on, and asks if she’d like to try doing that to him. She hovers above him grabs him by the chest plate. She hurls him through the wall as well. Far beneath them, the sound of a small motorboat can be heard. It is Cable come to Scotland to kill Adler.

Rogue flies to the Research Center where Adler has his lab. He does not allow her to enter either, but she pulls the door out of it’s hinges and goes in, stating that she didn’t fly all the way across a whole ocean just to turn back now. She requests that he give her his treatment, and he tells her to return in an hour. As soon as Rogue leaves, the man Xavier saw in his Telepathic vision appears. Doctor Adler’s features melt into that of the gray skinned woman he saw in the vision. She states that she has a found a mutant. He commands her to use the machine to turn Rogue into his slave. Revealing that there never was a cure for mutants.

Rogue sits on a ledge and remembers what Storm was saying about valuing their powers, however, she remember the first time she ever kissed boy.

In Flashback:
A teenage Rogue and a boy named Cody are walking in bayou. He talks about how beautiful the moon is and asks her if she’s ever been kissed. She comments that she doesn’t think she ever will be if he keeps going on about the moon. He kisses her, however, he starts to glow, then a moment later, the glow drains into her and he collapses.

Rogue walks back toward the research center. Far beneath the cliff where she was sitting, Cable pulls Pyro out of the water. He asks him about Dr, Adler and Pyro blasts a gust of flame at him but misses. Cable knocks Pyro out and walks off. Avalanche pulls him out of the water and Pyro informs Avalanche that there are quite a few people looking for Adler. They instantly look at him as a way to make a quick buck.

Back at the lab, Rogue is now strapped into the machine; she gives the Dr the o.k. to go ahead with the procedure. Unnoticed by them, one of the side walls begin to crumble and a nice sized hole forms. It is the work of Avalanche. The put a bag over the Doctors head and run off with him. Rogue breaks free of the machine and attempts to stop them. But Avalanche turns his powers on the machine and it collapses on top of Rogue. She climbs out from under it and flies after them

The Professor and Moira hurry to the lab and are met by Cyclops and Jean. They inform the Professor that they think Rogue may have come for the treatment. The Professor expresses his concern about the treatment and they determine that they have to find Rogue quickly. Pyro and avalanche have carried the Doctor down to the beach. Avalanche complains that the Doctor is heavy, and they pull off the bag over his head, revealing the svelte form of Mystique.

She explains her operation, masquerading as Dr. Adler in order to find slaves for Apocalypse. Just then, Rogue shows up, and Mystique shifts back into the form of Dr. Adler. While Rogue and the ‘boys’ engage in battle, she manages to slip away. However, Cable grabs her.

He takes her to the top of a cliff and threatens to kill her. He still thinks that she is the real Doctor Adler, the man responsible for the power dampening collars used to enslave the mutants of Genosha. He holds ‘Adler’ up and is about to toss ‘him’ over when Mystique shifts into her true from. She informs Cable that Adler is already dead. Just then, the Blackbird appears behind them. Mystique quickly shifts back into Adler and Cyclops and Jean exit the Blackbird.

Cable fires his signature gun at them, and Jean uses her telekinesis to lift a boulder to block it. Rogue yells from the air that they should watch out as the stone explodes. Cable throws a flare at Rogue and she falls to the ground. Meanwhile the boulder explodes and both Jean and Cable are knocked off the cliff. Rogue flies after them and catches Jean, but Cable is nowhere to be found. She places Jean back on top of the cliff and she and Cyclops embrace.

Back at the lab, Rogue reconnects the machine, but she no longer has any desire to receive the treatment. She flies off and bumps into Warren Worthington. He asks how she flies without wings, and she states that she doesn’t know. He thinks she is lucky and Rogue flies off. He lands in the center of the lab and Dr. Adler is surprised to find that he is a mutant. A little while later, Mystique is walking next to the ocean calling for Apocalypse. She informs him of their new candidate, but he states that he already knew of Warren’s mutancy. When she asks how he knew, he states that he know more about this world than she can imagine. And that is why it must be destroyed.