The Ringmaster sets out to prove to Dr Doom that he has a better method of tracking down fractals with his “divine rod”.
Captain America discovers that Wolverine did not graduate from school. As S.H.I.E.L.D. squadies are required to have a diploma, Wolverine is sent back to Xavier’s School for Gifted Children to complete his studies. Reptil finds out Wolverine is going back to Xavier’s and begs Wolverine to take him to meet his idols, the X-Men. Fed up with Reptil’s disregard for cleanliness, Ironman suggests that Reptil might learn some self-discipline after “a semester with Professor X”. Wolverine cautions Reptil that the X-men are not as exciting as they are mad out to be.
Meanwhile, the Ringmaster infiltrates the school disguised as the cafeteria lunch lady.
Reptil is introduced to the X-Men. Storm is held back because “not all of the overseas credits transfered”. Goody-two-shoes Cyke gets into a jealous rage when anyone makes eyes at Jean Grey, the school’s “only cheerleader”. Peppy Jean is mostly concerned with her appearance. Iceman is the class clown and always playing practical jokes. Colossus is the school jock, originally from Russia and not very bright. Xavier just wants to teach, and brushes off fighting villains (what they are known for) as something they do on the side.
The Ringmaster senses a fractal in the classroom and hypnotises Cyke to search Xavier’s desk for it. The optic blast obliterates the desk and Reptil quickly points out Cyke as the culprit. None of the X-Men believe him because Cyke is a “paragon of virtue” and could not have pulled off such a “childish prank”. Wolverine cannot believe that Reptil would “rat out” his fellow X-Men. Reptil insists Xavier probe Cyke’s mind. Xavier finds “no memory” of the event in the empty brain of his most loyal X-Man.
After class, the X-Men are decorating the hallway for Homecoming. Reptil is disappointed that the X-Men aren’t doing any “hero work”. Wolverine tells Reptil to stop complaining and “make an effort” in everything he does, be it mundane chores or heroic work.
The Ringmaster’s rod brings him to the hallway. Thinking a fractal is in one of the lockers, he hypnotises Jean to search through the lockers for him. Jean insists on performing a cheer before she unleashes the Phoenix Force and blasts through the lockers. The Ringmaster’s search comes up empty. Neither Xavier nor Wolverine believes Reptil when he accuses Jean, the “squeaky-clean pep rally princess” of causing the mess in the hallway.
Seeing his plans foiled by Reptil, the Ringmaster hypnotises Xavier to take care of Reptil for him. Xavier sends Reptil to the principal’s office for “questioning [his] edict”. Reptil wonders who the principal might be; turns out it is Xavier. Reptil recounts the strange events to Xavier, only to find out Xavier has also come under the hypnosis that had earlier affected Cyke and Jean. Reptil is given the punishment of cleaning the Danger Room.
The Ringmaster activates the Danger Room with Reptil in it, hoping to get rid of Reptil. Reptil is suprised by the attack but is saved by the lunch bell when the Danger Room shuts down and converts into the cafeteria. Wolverine explains that the Danger Room functions as everything from the “gym” to the “glee club practice room”. Reptil is worried that the X-Men are being mysteriously “taken over” but Wolverine refuses to listen.
Reptil joins the table of Colossus and Storm, the second generation X-Men. Cyke, Jean, and Iceman, who are of the first generation X-Men are grouped at another table. Just as Reptil talks sense into Colossus, a hypnotised Iceman starts a food fight in the cafeteria. The Ringmaster orders the X-Men to search the cafeteria for the fractal. When Reptil sees through the Ringmaster’s disguise, the Ringmaster orders the X-Men to take Reptil out. Reptil goes in search of Wolverine for help, but Wolverine is hypnotised too.
Reptil is outnumbered. He seeks refuge in a closet filled with cleaning supplies. Thinking on his feet, Reptil comes up with a plan. He lures the Ringmaster into a sparkling clean Danger Room, and has the Ringmaster hypnotise himself via his reflection on the polished wall.
The Ringmaster is apprehended and Wolverine graduates from school. Wolverine and Reptil return to S.H.I.E.L.D., both having learned a thing or two about themselves.