Mystique sees an opportunity to get a spy in Xavier's institute when the morally shady Todd Tolanski starts exhibiting mutant powers. Kurt Wagner, Xavier's latest recruit, arrives and tries to familiarize himself with his new life as part of the X-Men.

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.

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.

The only thing bigger than Fred Dukes' strength and size, is his temper, which makes his first day at school rather difficult. When Jean Grey makes contact, trying to be friendly, he takes it just a bit to seriously.

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

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...

As an extra credit project, Evan is given a camera to record the ""current events"" in his life. Though most of them aren't keen on being caught on tape, Sabertooth is most definitively interested in the result.

While the X-Men are at a summer camp, learning survival training, Mystique releases Cain Marko - the unstoppable Juggernaut - in hopes of getting his help in obtaining Xavier's mutant location system.

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?

A news report from the Canadian mountains triggers something deep inside Wolverine, and he starts having berserk fits. To find out why, he takes the Blackbird to the site, not knowing that Kitty and Kurt are sitting in the back.

As mysterious metal pods appear, picking up the mutants one at a time, Cerebro detects a new mutant in Hawaii: Alex Summers - Scott's believed to be deceased brother.

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.