Cyclops is still fighting off circus beasts as Angel flies Candy to safety on an acrobatic platform. Seeing that their plan is going awry, the Blob and Mastermind scramble to form a new plan.
Meanwhile in Illinois, all the ruckus has alarmed the neighbours who have alerted the police. Xavier twists the truth in trying to explain to them what had happened, enough to convince the police not to push an investigation.
Back at the Institute, Havok, Magnetrix and Iceman split up to investigate Cerebro’s readings.
Suddenly, the monsters that Cyclops and Angel are fighting, that are Mastermind’s illusions, are disappearing. Subsequently, Angel’s ability to fly has been temporarily disabled. Cyclops immediately suspects that Kruger is near.
Kruger disrupts the Blob and Mastermind’s plans because he is furious that the money that was paid to him was merely an illusion. When the Blob starts threatening Kruger, with the use of his power that disables mutant ability, Kruger easily pushes the Blob away.
As the illusion wears off, Cyclops and Angel see where they really are. They knock out a couple of clowns who were attacking them under the guise of fearsome monsters, and the rest of their attackers flee.
At the same time, Kruger appears with Marvel Girl as hostage, threatening to kill Marvel Girl if they attack him. Unexpectedly, Candy swings down from the acrobatic platform and knocks out Kruger.
Cyclops and Angel apprehend Mastermind and Kruger. Candy unties Marvel Girl as Marvel Girl tries to talk some sense into Kruger’s band of “freaks”. That Kruger was doing nothing less than manipulating and mocking them, playing on their “fears” and the prejudice in the world. She encourages them to go out and “find real lives for [themselves]”.
The police arrive to arrest Kruger, Mastermind, the Blob and Unus. Cyclops advises them to “contact the Avengers or the Fantastic Four” should the come across problems with the Blob or Unus.
Angel is a little unnerved whether the police are real or just another one of Mastermind’s illusions. One of Kruger’s former “freaks” returns to the X-Men their Strato-ship, as well as Angel’s friend, Avia. Candy gets a little jealous at Avia hugging Angel, who feels extremely awkward at this gesture in front of Candy.
Safely on board the ship, Angel gets concerned about Avia’s well-being. Marvel Girl and Angel decide that it would be best to return Avia to the Savage Land as soon as possible. But not before Candy tells Angel what she tagged along to tell him. Candy is gravely concerned about a villain that she and Warren had encountered before, and that villain is about to marry Warren’s mother.
At the Institute, with all the X-Men reunited, Warren and Candy share their dilemma with the rest of the team. Both of them had thought that the villain, Warren’s uncle was dead. It was Warren’s uncle who was responsible for the death of Warren’s father, but Warren’s mother is unaware of this fact, and even the fact that Warren is Angel. Scott, Jean, Bobby and Hank offer to help Warren.
On their way to Long Island, Bobby asks Scott why he had cut out Alex and Lorna. Scott did not want Bobby’s emotions to get in the way, and it was Warren’s call to only have the “first team” on this mission. Now Scott turns the tables to ask Jean whether she had telepathically assisted Kruger’s “freaks” to convince them to start anew. Jean tells him that she was doing what their mentor, Xavier would have done, but Scott isn’t sure he feels he can trust Xavier of late.
Arriving at the Worthington estate, they hide the ship in the woods just off of the estate. As they make their way to the estate, Warren speeds them up on his uncle. His uncle had tricked his father into smuggling diamonds, and had his father killed when his father found out. When Warren had tracked his uncle down after he had kidnapped Candy, Warren had been unmasked in a fight with his uncle’s goons. His uncle had plans to take over the world. As the headquarters blew up, Warren only managed to save Candy and his uncle. His uncle had “socked” him as he flew off, dropping Candy. Warren chose to save Candy and let his uncle fall to his death.
Bobby is wowed by the extravagance of the wedding planned. Scott reminds his teammates, especially Bobby, not to let their code names slip, not wanting Warren’s uncle to know that Warren’s teammates are the X-Men. They meet the Worthington’s family doctor, Doctor Stuart. Warren tells the X-Men that Doctor Stuart was with him when the wings first sprouted, and he could be trusted.
The X-Men make their way indoors, and meet Warren’s uncle. Scott tells Warren to contain his anger. But Warren’s uncle makes no plans in showing hostility, showing off his light manipulating abilities.
They are interrupted by Warren’s mother, Kathryn, walking in. Warren is outraged at the fact that his mother is marrying his uncle, not knowing his uncle’s true facade. When Warren is about to tell his mother the truth, Doctor Stuart interrupts, and Warren’s uncle jumps at the chance to take Kathryn away from Warren. Doctor Stuart informs Warren that she is extremely frail, and the shock of learning that her fiancé is the one who killed her husband would kill her.