Fred Dukes is tired of being made fun for his performances and takes Darkholme up on her offer to come to Bayville and become a student of Bayville High School. Failing to recruit him that night with Logan, Jean tries to get him to want to join the X-Men, but instead only makes him want to be boyfriend and girlfriend with her. Jean refuses a date with him and is kidnapped after she is injured while trying to defend herself from him. Despite the X-Men's two attempts to save Jean before her arrival, Rogue saves her by using Cyclops's powers and runs off after doing so.
After a performance, the announcer tells the auidence of their main attraction, being that of the Blob and as he grabs the chains tied around the two monster trucks around him, tells him to show them what he has. The monster trucks begin cycling away, though Blob is still able to hold them in place. After stopping them permanetly, Blob jumps on top of them and the tires have their air come out as the auidence cheers for him. After Blob takes a slip, the audience begins to laugh hesterically at him while Mystique in her Raven Darkholme persona views him and Logan and Jean watch him.
Off stage, he takes his anger out on his room, hitting walls before being asked by Darkholme if something is wrong. Blob confirms that it is the smalltown hicks, stating that they have laughed at him for the last time and that he is getting out of there for good. Darkholme states that him leaving could be arranged and asks him if he would like somewhere where his talents were truly appreciated. Mistaking her for meaning joining a circus, he tells her that she can forget it. Darkholme tells him that she does not mean that and asks him if cares to hear more. Blob agrees to listen and closes the door as Jean and Wolverine stand in front of it and view Darkholme as she smilies sinisterly.
While going over his enrollment with Darkholme, Blob stresses that he does not know if he can do school, as he did not fit in much. Darkholme assures him that he will not have the same problem there and as the principal, she can make sure of it. Outside her office, Fred has difficulty figuring out his schedule and picks up Duncan to ask him where he is supposed to be. After Duncan tells him that he should be at a sideshow and starts to laugh at him, Fred throws him and picks a locker up before Jean intervenes and introduces herself in an attempt to save Duncan. After she asks him what his friends called him, he relates to her that while he never had any, his name is Fred. Jean shows him to his room and he thanks her. She assures him that the first day of school is always the hardest, telling him that it would get better and that she would see him around.
In his theater class, Scott is partnered with Rogue after not having picked one to begin with. His friend Paul tells him that he is going to have to play both parts himself, as he does not think Rogue has ever said two words and causes most of the class to begin laughing. He asks Rogue if she is okay with their partnering and is told to keep his weirdo friends away from her. Paul tells him that she likes him and is only playing hard to get, prompting Scott to tell him to shut up. In the cafeteria, Kitty asks Jean as Fred walks past if he was the one that she and Logan went to see last night. Jean confirms his identity and tells her that he is okay, except for when he rips lockers off the wall and causes Kitty to call that action of his freaky. The cafeteria lady is given a workout when Fred request that she fill up his tray. Kurt learns of Scott having to work with Rogue and Scott tells him that he has to play parts with a girl who thinks they tried to kill her before concluding that she is going to have to be a really good actor. Kurt tells him that he will have to invite him to rehearsals and the two begin laughing as Fred passes by.
Fred believes the two are laughing at him and he soon walks past, going to his table and accidentally causing his food to hit the jocks. As the confrontation starts, Duncan threatens Fred and Jean suggests to Kitty that she depart from the area, as things are about to get tense before the latter sarcastically tells her that it has not already happened. Fred trips and begins to get laughed at by kids, before telling them to stop laughing at him as he begins to throw food. He hits the jocks as they throw at him and a boy screams for a food fight. As food is thrown, Kitty gets hit and phases through the floor to avoid any more stains. While trying to calm down Fred in his uncontrollable state of rage, Jean slips and soon finds herself near harm when Fred grabs a table.
Fred stops after hearing Jean's screams and Scott tells him that Jean told him to drop the table before alluding that he would not mind hurting him. Jean tells him to calm down and asks Fred if everything is alright before he tells her that the kids should not have laughed at him. Jean agrees with him and asks Scott if he has to get to class. Scott tells her that he will be close if she needs him, real close. Jean tells him that she will be fine and Scott walks out as Rogue moves away from the glass door to pretend as though she was not watching them. Rogue asks him if the X-Men really look out for each other, causing Scott to tell her that is what they do before Darkholme asks them what is going on. After learning that the two were talking, she tells them that they better get to class instead of talking. While Rogue walks away, Scott tells her to bring her Play book to the park.
Jean talks to Fred, who expresses his difficulties with controlling his anger as she tells him that he can get training from the Xavier Institute. Blob learns of her mutant powers after she destroys a chair and tells her that she can use it to harm somebody. However, Jean tells him that the Xavier Institute was all about control and that she would love to take him there sometime. As Jean begins to walk away, Fred notices that she has left her backpack and calls her name. After she responds, he excuses his question and takes the picture of her and Scott out of her backpack, crushing the part of Scott with his foot. After school, Blob approaches Jean and is introduced to Taryn. Fred asks Jean if she would come with him to get a soda or do anything else, however she declines by stating that she has things to do and that they can go some other time. Believing that she is lying, he calls her out as she begins to walk away with Taryn. Jean suggests to Taryn that she go ahead of her, with Taryn soon asking her if she is going to be alright. Jean confirms she is as Taryn leaves and explains to Fred that she has things to do.
After Fred grabs her and pulls her away from public view, she begins to use her powers to defend herself. However, Fred defends himself as well and causes a large amount of materials to fall on the two. Despite shielding her from the impact of aforementioned materials, Jean gets a red gash on her forehead and is taken away by Fred. Awakening tied to a chair in room filled with candles and a creepily smiling Fred staring at her, Jean tells herself that this cannot be happening and contacts Charles telepathically. Shadowcat and Nightcrawler are being instructed by Wolverine while Charles looks on. After Nightcrawler has a badly placed teleportation, Shadowcat gets the football from him and soon falls under criticism by Wolverine. Charles refers to their moves as inovation and adaptation before stating that it was what they are there to learn as he receives Jean's call for help. Alerting Wolverine of her scream, Nightcrawler is assigned by the former to get Cyclops while he takes a ride. Suited up, he departs.
Scott learns of Jean's kidnapping and angrily slams his fists on the table while Rogue turns around. He makes threats to a non-present Fred before asking Rogue if she had anything to do with it. Rogue denies any involvement and rubs salt in the wound when she tells him that if she did know anything about it, she still would not tell him anything about it. Scott tells her that he hopes she can live with her conscience, causing her to feel slightly guilty for her statement as Scott teleports with Nightcrawler. Wolverine arrives at the building and reports his arrival to Charles, telling him that he found the two in the old Ironworks at the South End. Though Charles tells him to wait for back up, he refuses and goes in against Blob. The coordinates are transmitted to the X-Men by Xavier. Wolverine moves in to attack him, but is defeated by nearly being suffocated. Cyclops arrives as well and is beaten after Wolverine's body is thrown at him by Blob.
Jean proceeds to throw a obstacle at his face and it barely hurts him. The angered Blob tells her that no one respects him and that she is the worse, claiming that she pretended to be his friend before throwing the obstacle back at her. She uses her powers to place it down, that is before he grabs an even bigger one. Rogue shoots him in the back of the head and tells him to leave her alone. Blob asks her what she is going to do to him before questioning if he will be made to wear bad makeup. Rogue questions if Mystique ever told him what her power was, followed by Blob confirming that she had not and reasoning that it was because he did not care. However, she soon touches him and states that her power is his power and she can take more than one. She blasts him through the roof and he lands in a junkyard, being angered by birds and telling them to stop laughing at him.
After defeating Blob, Rogue tells the now-awake Cyclops that she only took a short amount of his powers and he should soon return to normal. As Cyclops begins to tell her that she is an angel and refers to her as Kate while quoting Shakespeare, Rogue denies being either one and after being asked by Jean why she saved her, she merely tells her that does not know before running off. Jean tries to follow her, but is grabbed before she can by Wolverine. Wolverine tells her that she is not ready yet. Shadowcat tells the X-Men that they owe Rogue for saving Jean's life. Cyclops agrees with her and looks at Jean before the group watches as Rogue runs off.
- David Kaye - Charles Xavier
- Kirby Morrow - Cyclops
- Venus Tenzo - Jean Grey
- Scott McNeil - Wolverine
- Brad Swaile - Nightcrawler
- Maggie Blue O'Hara - Shadowcat
- Meghan Black - Rogue
- Rogue would join the X-Men in "Turn of the Rogue". This episode and the sixth episode of the series foreshadowed her joining of the team. Turning of the Rogue, however, had here realize that Mystique was the one who attacked her and caused her to believe the X-Men wanted to help her like they said they wanted to time and time again.
- The events of this episode would later be mentioned by Kitty while looking for Jean while she was mind-controlled by Mesmero in "Mindbender". When the Brotherhood of Mutants show her hostility for having believed they kidnapped Jean and rush her out of the house, she notes that it isn't as though one of them has not tried to before.
- As Jean moves her hand, Scott's mouth moves along with it.
- This is the first episode that does not feature Jean in her costume.
- This is the last episode of the series before the introduction of Spyke.