Rusty is still in the training room when it is time for Skids’ session. She playfully tackles Rusty and he accidentally yanks her necklace, sending the beads flying. This brings back painful memories of an abusive childhood for Skids.
Jean tries to motivate Skids to pick the beads up herself; she just needed to concentrate harder. Skids is unable to cope and runs out of the room, extremely upset. Rusty goes after her to try and calm her down, bumping into Scott on his way out.
Jean starts to doubt if X-Factor is really helping these mutants. She is disappointed in not being able to get Skids to open up to her. Scott reassures her that all X-Factor can do is try their best, because if they do not look out for these kids, nobody else will. Sensing a strong bond, He trusts that Rusty will be able to get through to Skids, just as Jean had done with Scott all those years ago.
Rusty follows Skids into the sewer tunnels. Skids wants to go back to the Morlocks. She stops running when Rusty trips and falls. Rusty wants Skids to try to lower her force field so he can kiss her. But he has not mastered control of his emotions and flares up. If not for Skids’ force field, he would have burned her as well. Suddenly, Masque appears and tries to attack Skids. But his powers cannot work on her force field. Rusty and Skids hurry back to the X-Factor complex.
Later, Rusty is hanging out with Skids, Boom Boom and Artie, reading the news, when he comes across an article about the woman he burned, Emma La Porte, when his powers first manifested. She has checked back into the hospital. Rusty runs out, upset. Artie and Skids help explain to Boom Boom what happened.
Scott and Jean are busy with Warren’s funeral preparations. He goes to Cameron Hidge to ask after Emma. Hodge regrettably tells him that she will not fully recover, and neither is X-Factor able to pay for her treatments any longer.
At his wits’ end, Rusty goes in search of Masque for help.
That night, Rusty, Skids, Boom Boom and Artie break Emma out of the hospital. Though it appears that Emma has devoted herself to Christianity, believing that God had punished her for her sins. She forgives Rusty for what he has done. Still she agrees to see what Masque can do for her.
In the tunnels, Masque keeps his promise to restore Emma’s beauty, but for a price. And Rusty was paying for it, as atonement for what he did to Emma. Seeing the bargain that Rusty made with Masque, Emma does not her beauty anymore. Masque takes hers back, but refuses to restore Rusty. Instead, Masque tries to suffocate Rusty. Putting her past behind her, Skids finally succeeds in lowering her force field and attacks Masque. He fights back and Rusty burns Masque’s clothes as a warning for him to back off Skids. Skids gets Masque to fix Rusty before he runs away.
Emma tells Rusty that beauty means nothing to her now that helping others is what God has willed her to do. She follows Masque into the tunnels with the intention of preaching good to them. After today, Rusty and Skids find that they have helped each other gain control of their powers.