15-year-old Kitty Pryde wakes up one day and finds herself able to walk though objects. She tries to ignore it, but finds that hard when she's approached by Jean Grey and a mutant trouble maker, who both say they know what she's going through and want to help her. Meanwhile Wolverine's old nemesis, Sabertooth, arrives in town - looking for trouble.

Scott and Rogue end up on a geology club field trip together. Scott tries to be friendly to her, but it turns out Mystique has other plans...

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.

Spyke gets hold of sports drink that harms mutants. Meanwhile, Kitty learns to drive, which terrifies her friends.

Rogue has no control over her powers, and the powers of others that she has absorbed surface, including those of Sabretooth, and the X-Men must find a way to help her.

The X-Men pursue Apocalypse in Mexico, hoping to find and overcome him before Magneto finds him.

Rogue is kidnapped by Gambit, who says he's there to help her; and the X-Men search for her, led by Wolverine.

Kitty is rescued by a mutant and invites her to join the institute. But the mutant soon vanishes, and only Kitty remembers her.

Xavier finds Apocalypse in Egypt, and Apocalypse unleashes four horsemen, who battle the X-Men.

The battle against Apocalypse rages as X-Men, the Brotherhood, and Acolytes join forces to stop him from turning all humans into mutants.