Storm, Rogue, Gambit, Jubilee and Jean are having a Danger Room session. Following the recent attacks on mutants, Professor Xavier has decided to step up on their training difficulty levels. A training simulation with collapsing walls causes Storm’s claustrophobia to take over and her powers to go out of control. Xavier has faith that when the time comes, she will be able to overcome her fears.
Before her date with Scott, Jean checks on Logan to see if he’s resting after his battle with Sabretooth, which he obviously is not. Logan as feelings for her and is angry that Jean has chosen Scott over him.
Scott and Jean’s night out starts pleasantly with a theatre performance of the Phantom of the Opera, although Scott is distracted with the recent attacks.
Jean: “Ground control to Cyclops.”
Scott: “Huh? What’d you say?”
Jean: “What’s with you? We finally get a night together and you’re a million miles away.”
Scott: “You know to me, being an X-Man is the most important job in the world. That’s why I can’t bear the thought of letting Professor Xavier down.”
Jean: “And it’s making you crazy. You’re doing the best you can, but you’re no good to the professor when you’re like this. Relax a little, for the good of the team.” (Jean pulls him into a deep kiss.)
Scott: “You’re absolutely right. From this moment on, my mind is on nothing but you.”
While Scott and Jean are kissing by the roadside, a young mutant boy steals some fruit from a fruit stand and is chased down the street by some passersby.
Scott: “We’ve gotta do something before they hurt him.”
Jean: “So much for our night off.”
The people chase the boy into a subway station where they are attacked by members of the Morlocks. Scott and Jean come to the defence of the people seeing how “dangerous” the Morlocks can get. The two X-Men are ambushed by a hypnotist and put to sleep, and are taken away by the Morlocks.
Scott awakens and finds himself restrained to a wooden board. He is then taken to meet Callisto, leader of the Morlocks. Callisto had been observing his leadership abilities in the field and wants him to “rule” by her side and provide her with an “heir”. The young mutant boy was sent out “to get into trouble” to draw him down here. Callisto intended to use Jean as a bargaining chip, but Jean’s restraints are futile against her telekinesis. Jean manages to send Xavier a telepathic distress call before she is knocked out.
Xavier sends Storm, Rogue, Gambit and Wolverine into the sewers to Scott and Jean’s rescue. Wolverine gets a scent and a sense that they are being followed. True enough, they are ambushed by a few Morlocks. The X-Men escape by crawling into a series of tunnels. Storm’s claustrophobia starts to take over.
They come across a corridor with rooms. They find Jean in one of those rooms under a hypnotic trance and guarded by the hypnotist. Wolverine drives her away. Jean urges them to find Scott. Callisto comes to them instead, and tells them that Scott is dead, hoping that the X-Men will leave without Scott’s body. Wolverine senses that that is not the real Scott, and after threatening to slice the body, the impostor shapeshifts back into his own body and flees.
The X-Men are not leaving without Scott and a fight ensues with the Morlocks. Wolverine chases Callisto into the tunnels. Gambit is made ill by the touch of one of the Morlocks. Storm orders Rogue to get him back to the mansion. Callisto leads Wolverine to Scott on purpose, and finds out that Wolverine has feelings for Jean as well. She devices a plan with the hypnotist.
The hypnotist plays on Storms claustrophobia and Wolverine’s hatred for Scott. Jean steps in to protect Scott by fighting Wolverine off. Callisto threatens to kill Scott and the X-Men unless Storm “agrees to [her] terms”. Storm accepts and challenges Callisto for the lives of the X-Men and the “leadership of the Morlocks” in a battle without powers. Storm defeats Callisto and offers the Morlocks a place at the mansion. But the Morlocks are still unwilling to live on the surface until “humankind accepts mutants”. Storm decrees that Callisto rule in her place until the former comes back to them when peace is achieved between humans and mutants.
Scott finally awakens after the battle.
Scott: “Jean, did I miss something?”
Jean: “Oh, nothing much. I never dreamed you had such beautiful eyes.”
They kiss, and Wolverine is a little put off by the display of affection.
Back at the mansion, they check on Gambit, who is recovering.
Xavier: “I take it that your date was sufficiently...memorable.”
Scott: “Yeah, now all we need is a vacation.”
Xavier is proud that Storm had overcome her fears and come through when her team needed her.
Scott and Jean go to thank Wolverine for helping them but find that he had taken off.