Jean is in her pajamas exploring a carnival in the rain in the night. The fair is deserted, except for giant, freaky, distorted clowns chasing her. They corner her, and just as the clowns are about to grab her, Jean wakes up from her nightmare, levitated over her bed. Still shaken, she takes a moment to calm down. Eerily, the musical jack-in-the-box by her bed suddenly winds itself and plays and “Jack” pops out of the box.

The next morning the whole Institute finds Jean missing. Scott is frustrated and obviously overly concerned. The mysterious jack-in-the-box catches Xavier’s eye. Scott tells him that “it’s just a toy Jean won at the carnival” but Xavier suspects that the box might be related to Jean’s disappearance.

Scott cruises the streets of Bayville, as well as the rest of the X-Men, trying to find Jean, but to no avail. While the mentors and seniors of the Institute are occupied, the junior members take this chance to have fun in the Danger Room without an instructor.

Logan finally gets some answers to Jean’s disappearance at the train station. The ticket attendant in the booth said that Jean purchased a ticket to Boston just that morning. Xavier also detects Jean’s signature in Boston, which meant she was using her powers. But after stealing a ring in Boston, her mutant signature stopped at the train tracks, which meant she was on the move and there was no use in flying the X-Jet over to stop and retrieve her. Scott is increasingly anxious and frustrated.

Meanwhile, the Danger Room session has gone out of control for the junior members, all thanks to Jamie’s mischief and revenge taking.

In the middle of the night, Jean returns to the mansion. When Scott finally gives up waiting and goes to sleep at 1am, when he sees Jean walking past his room in the hallway. He approaches her, but Jean telepathically puts him to sleep and levitates him back onto his bed. She then makes a visit to Kurt’s room. Some sinister telepathic conversation indicates that Jean has another evil mission planned.

The next morning, Scott rushes to awaken the professor, telling him that Jean came back that night, but now she and Kurt have disappeared. Kitty and Hank’s research points out that Jean and Kurt boarded a plane to New York that morning. Cyclops and Wolverine take off in the X-Jet.

Jean and Nightcrawler are at Township Bank. Kurt easily teleports the both of them into the bank vault where Jean steals yet another ring. Cyclops and Wolverine make a forced entry into the bank, but when they hesitate on making a move, Jean telekinetically flings Cyclops and Wolverine out onto the streets and leaving them stranded as she and Nightcrawler take off in the X-Jet.

Hank continues to do research on the stolen rings and discovers there is a third ring in this collection of Tibetan artifacts. While he tries to locate the third ring, Jean summons Spyke and Shadowcat to help steal the third ring. Xavier detects Jean’s telepathic presence, as well as that of another telepath mind-controlling Jean. But he is too late as Spyke has jammed the electronic lock from outside, sealing both Xavier and Hank in.

Later that morning, Xavier runs Cerebro to try and match the mutant he saw in Jean’s mind. Rogue wanders in. She recognizes the face to be that of the “Mind-Bending Mesmero” of the “Circus of Mystery”. While the both of them are in Jean’s room examining the jack-in-the-box, Hank rushes in to announce that he has found the location of the third ring in the “Museum of Eastern Antiquities” in Washington D.C.

Jean, Nightcrawler, Spyke and Shadowcat easily defeat the guards and teleport their way into the museum. They lock themselves in the museum so the guards can’t get to them. Jean and Shadowcat steal the ring and Nightcrawler teleports them out. Meanwhile, Xavier, Beast and Rogue stop by New York to pick up Wolverine and Cyclops en route to the circus’ next location.

Cyclops, Rogue, Beast and Wolverine take on Jean, Spyke, Nightcrawler and Shadowcat respectively as Xavier tries to battle Mesmero. Xavier tries to reach out to Jean to break Mesmero’s mind-control. Rogue attempts to drain Jean’s powers but not before Jean tosses Mesmero the last ring. Mesmero’s mission is complete even as Xavier attempts, but to no avail, to stop him. Apparently, a greater mutant is in control of Mesmero’s mind. As Mesmero takes his leave, he drops the mind-control. Scott is at Jean’s side to help her up.

Scott: “Easy Jean.”
Jean: “Scott?”
Scott: “I’m right here. Everything’s okay.”

With his rings, Mesmero makes his way to the mountains in Tibet. Creating a key with the rings, he unlocks a door in a strange temple of Apocalypse.