After being kept in the dark about her powers for years, a young female mutant touches a fellow student and absorbs his strength, his memories - his life. Afraid and confused, and unable to differentiate her memories from the absorbed ones she runs away - straight in to the hands of Mystique.

Kurt accidently finds an abandoned lab, and is sucked into a pocket dimension by a strange device he finds there.

Rogue's nightmares seem to show images from Kurt's past, but in them he's far too young to remember. So where did they come from?

Magneto reveals the his plans for the winners of his challenge - to fully unlock their powers with a machine he has built. Back at the mansion, those left behind regroup, and decide to pay Magneto a little visit.

Nightcrawler has a crush on a new student. The wild girl is grounded for breaking the rules, but things get worse when her father arrives and asks that she help him in a bank robbery.

Havok is swept out to sea while surfing in Hawaii, and Scott saves him, but they both end up stranded and have to work together to survive.

Avalanche wants to join the Institute, but has trouble being accepted by the others, especially after he's accused of taking joyrides on the X-vehicles at night.

At Xavier's urging, the Brotherhood and the X-Men unite to battle Magneto; and the Institute begins to self-destruct while students are trapped in the mansion.

A traitor in the battle threatens the efforts of the X-Men and the Brotherhood against Magneto, who has another secret weapon--the Sentinel robot.