Cyclops, Marvel Girl, Angel, Candy and Iceman were flying back to the mansion in their ship. They reunite with Havok and Magnetrix at the hanger. Angel rushes Avia to the medical facility and into the “Auto-Doc”. Candy gets jealous seeing her boyfriend, Angel being extremely concerned for Avia.
Hank joins the X-Men in the medical facility. He informs them that the professor has decided to remain in Illinois to monitor Ashley’s situation. Cyclops tells him about the situation at the Worthington Estate.
At the Worthington Estate. Warren is glad that his team mates have tagged along as his uncle, Burtram, is proving tougher to handle after he had boosted his powers. Doctor Stuart muses that Warren is much like his father in keeping secrets to himself. Warren had not told his parents about his mutation. Hank suggests that they get back to trying to stop the wedding.
Back in Westchester, Lorna takes a stroll alone around Salem Centre. She is still upset because Warren left her and Alex behind on the trip to the Worthington Estate. She is tripped and “saved” by a stranger on the street. The stranger, Carter, tells Lorna he just moved to Salem Centre and was captivated by her and asked around for her name. Carter then asks Lorna out over coffee.
At the Worthington Estate, Doctor Stuart discusses Kathryn’s health with her son, Warren. After Warren’s father’s death, she “returned to the faith of her fathers”, “goes to church” and “reads the Bible”. Warren goes to join his mother and his uncle outside. Reluctantly, with a scowl on his face, Warren’s uncle asks him to be the best man for the wedding.
The rest of the X-Men are sitting around in a guest room while Candy yells at them to do something, considering that they are “super heroes”. Bobby wants to “cream this creep and get it over with”. Hank reminds Bobby that they are “constrained by the counsel of Doctor Stuart”. Scott adds on that while they are experienced at taking on the bad guys hands on, it does not help them in this situation. Jean also adds that Warren’s uncle has “some sort of discipline that allows him to shield his thoughts” and she can’t read his mind. Scott suspects that Burtram knows about the X-Men.
Warren comes back into the room looking dejected. If the X-Men did attacked Burtram, it would jeopardise his mother’s well-being.
In another room, Burtram has tea with Warren’s mother, Kathryn. She wants to know if there is “bad blood” between her son and him, her fiancé, after sensing Warren’s anger. Burtram shrugs it off as Warren just being upset about him replacing Warren’s father. Doctor Stuart interrupts the couple, wanting to talk to Burtram alone. Burtram is plotting to have Kathryn dead after the wedding, with the help of Doctor Stuart. Doctor Stuart had provided Burtram with the poison, but he is concerned that the impatient Burtram is using too heavy a dosage and could kill her before the wedding.
Meanwhile in Westchester, Alex is upset that Lorna had been gone for nine hours. Lorna tells Alex it is none of his business what she did in Salem Centre. Alex drags Lorna into Cerebro, telling her that he tracked down the strange signature and the two of them should go on a mission of their own. Still angry at being cut out of the trip to the Worthington Estate, Alex feels that this mission will prove that he and Lorna are as good as the rest of the X-Men.
Everyone prepares for the wedding. Scott notices that Warren is preoccupied. Warren explains that it bothers him that he does not recognise any of the staff working on the estate. Kathryn walks in on them, and tells Warren that Burtram let all the old staff go. Warren is more convinced that Burtram is up to no good. Suddenly, Kathryn collapses, but Doctor Stuart assures Warren that Kathryn is just tired.
Hank makes an assessment of his own. The glaring fact that Warren’s mother is ill but Doctor Stuart makes no mention of “oxygen narcosis”. The X-Men are surprised by a man in a costume, who turns out to be Burtram. He summons his light manipulating abilities with the intention of destroying the X-Men’s nervous systems. He is stopped by an optic blast. Scott hid behind the couch as he anticipated Burtram’s surprise attack.
An outraged Warren releases his wings and dashes off after his uncle, delivering some hard, serious bunches to Burtram’s face. Scott and Hank try to restrain Warren while Jean uses her telepathy to “lock his powers”.
Doctor Stuart attends to Kathryn, who is dying. Jean, Scott and Warren approach the doctor with full knowledge of the plot to kill Warren’s mother. Doctor Stuart’s true colours are finally revealed, to be a mutant-hater. Doctor Stuart also tells Warren that Burtram isn’t a mutant. His powers were created with science and that’s why he's working in carhoots with Burtram. Warren demands that Doctor Stuart cure his mother, but she had taken too much of the poison and is dying fast. Hank confirms that the doctor’s word is true.
Warren has one last word with his mother. Seeing her son with wings, she thinks that Warren has come to her as an angel to take her home to heaven. Overcome with grief, Warren lifts his mother gently into the sky to “take [her] home”.