The X-Men engage in a simulation. While participating, Cyclops is attacked by Rogue. He gets angry about this and talks to Jean about it in school. Mystique overhears them and decides to tell Rogue. Rogue questions Scott during their field trip before Scott is pushed over a cliff by Mystique. Rogue absorbs her powers and discovers that she attacked her before. Now convinced that the X-Men are good, she holds her own against Mystique until the group arrives to save the two. She then promptly joins the team and reveals to the other students that Mystique is their principal.
At night, a female officer walks a lonely stroll as she patrols the area. Shadowcat comes behind her, and taps her on the shoulder. When she turns around, the woman is hit by Shadowcat with a spray can, knocking her out. She reports that the perimeter is secure, as does Spyke, and have Cyclops tell them to ensure they have a "clean rescue". Cyclops and Nightcrawler are making progress in their attempted rescue, thanks to Jean. Cyclops calls for Storm, who he believes the captive to be, but soon realizes that she is unconscious and starts to shoot until he blasts her cuffs off. As he and Nightcrawler share praise with each other, Jean complains that she can barely hold them.
When a man comes behind Jean, he causes her to accidentally lose her grip on the two due to her concentration being messed with, causing Nightcrawler and Cyclops to fall to the ground. The two accidentally touch the sensors, which causes Cyclops to try and get her quickly. They learn that Rogue is their rescued ally, as she reveals herself and touches his face, causing her to gain his powers as she prepares to use his powers against him. Rogue blasts Nightcrawler, and Cyclops stops the simulation. Though Charles has reservations towards his actions, Cyclops questions why Rogue is in their mission and recalls her not being in the briefing they received prior. Charles calls it the element of surprise, and tells him to expect more of it as well. Following the conversation between the two, Cyclops has Jean come along with him to school.
At school, their teacher is preparing and checking on his students, and disappoints them when he mentions not wanting to see any "game toys". Jean does not understand why Scott is so angry regarding the Rogue simulation, which he explains as causing complications with their attempts to recruit her. Jean tells him that no one is trying to stop him from continuing his attempts to get her, and Prinicpal Darkholme overhears this. Rogue is training, and falls on the ground after a number of moves. She notices Scott and Jean outside, and watches them in curiosity. Darkholme appears abruptly, and calmly tells her that she will never be friends with Scott. When Rogue assures her that she is not interested in him, Darkholme asks if she remembers the time that the teenager attacked her with his group.
Darkholme mentions overhearing them discuss their battle simulation against her, which makes Rogue question their motives for the action. Darkholme believes it is time that she "be reminded" who her "real friends are". She gives her a bag and walks off as she tells her about the trip. Scott and Jean finish packing as their teacher comes to them, and explains that Jean has been removed from the trip and her spot has been taken. Once she departs, Scott learns that Rogue has taken her position as she smiles at him. Charles tries tending to his windows, and is attacked by Magneto, who compliments his "charges" and states that he does not trust them with the truth before leaving. As the bus with Scott and Rogue on it continues, their teacher learns they are acquiring a number of snow.
Rogue looks at Scott, and the bus continues to progress until they come close to falling off the road. Scott uses his powers during the panic, and saves their lives when the bus stops in place. As their teacher asks who wants to push, Rogue suggests having some fun outside, a idea supported by her classmates. During their tenure on some snowmobiles, Scott and Rogue race. Despite their partners' protest, they continue until Rogue tries knocking Scott and his partner off the mountain. Scott questions where that came from, and tries asking her how she learned to pilot snowmobiles. At the Xavier Mansion, Wolverine questions why Charles does not just tell the X-Men that their principal is their enemy, which Charles stresses as being difficult.
Storm and Jean intervene with their conversation, and explain why Jean is at the mansion. While amongst his classmates, Scott leaves the group to go after Rogue when he notices her walking around. He searches and finds a oasis, and nearly falls off of a cliff. Rogue confronts him, and tells him that she needs to know what he wants from her. While Scott tries to relate that he only wishes to become friends with her, Rogue reveals her knowledge of his simulations with his team and debunks his invitation to join the group. Paul comes to the two, and explains their teacher is looking for them. Rogue refers to Paul as Scott's friend and bets that he has never practiced fighting against him, which causes Mystique to revert to her normal form and reveal herself. She also reveals that she is Principal Darkholme, and finds humor in Scott being unaware.
She expresses her role towards the group as a enemy, and pushes Scott over the cliff. Rogue reacts horrified, and decides to use her powers on Mystique after the woman turns into Paul again and invites her to pretend that he accidentally fell over the cliff. She sees Mystique's version of the events that transpired when the X-Men first came to recruit her, and learns of her deception. She comes down the cliff and morphs into Mystique, which causes a unknowing Scott to release his grip. She apologizes as she grabs his hands, and pulls him up. Mystique lets a boulder go down, which the two dodge as they fall into a pool of water. The tow get on a cliff, which crumbles and land on a bridge. Rogue tries to assure him that they will be okay, but she changes her mind when she sees how far they could fall from where they are.
Rogue relates that Mystique's mind was a tortured mess, but was clear enough to show that Scott was not her enemy. Scott tells her that adults have difficulty trusting them and that is one of their problems, before falling unconscious. Rogue tries to get him to wake up, as Mystique watches the two. While Wolverine pilots the Blackbird with Storm controlling the weather, the former tries to get her to speed up the process. Mystique morphs into a wolf, and comes down to the two. Charles realizes that Scott is hurt, while Wolverine tries to figure out how they are going to find him in the harsh weather. Scott informs her that the X-Men are looking for them, but cannot locate them. Rogue decides to "give them something they can find", by having Scott fire his optic blasts into the sky.
Wolverine sees the blast, and goes in its direction. Rogue fires a optic blast at Mystique, who morphs into a eagle as Wolverine arrives and tells her to "give it up". Mystique departs, as Wolverine grabs the two and jumps onto the Blackbird. Wolverine asks Rogue about her allegiance, and makes the difference between the X-Men and Brotherhood clear. Rogue joins the group, which Charles reacts to. At the Xavier Mansion that night, the X-Men complain about not having known the identity of their principal. Kurt and Evan get their points across that had they known, they would not have pursued her and pretended as though nothing was happening. With some encouraging by her new teammates, Rogue relates that honesty is important, which Charles agrees with and proclaims he will try to go by. Scott thanks her and tells him that it is nice they all having something to learn, which he states makes them X-Men.
- David Kaye - Charles Xavier
- Kirsten Williamson - Storm
- Scott McNeil - Wolverine
- Kirby Morrow - Cyclops
- Venus Tenzo - Jean Grey
- Brad Swaile - Nightcrawler
- Maggie Blue O'Hara - Shadowcat
- Meghan Black - Rogue
- Neil Denis - Spyke
- Cyclops mentions the X-Men's previous attempts to recruit Rogue.
- Rogue joins the X-Men.
- From this episode on, all of the X-Men, at least of the main group, would know Mystique's alternate identity as their principal.
- When Rogue and Scott land on the bridge of ice, Scott's mouth begins to move despite him not having any dialogue.
- Though the male officer looks like Wolverine, it is possible he was not given his voice when he scared Jean.
- Scott's eyes can briefly be seen before he fires an optic blast to save both himself and the others.
- This is the first time that an X-Men's name is used for a pun, when Wolverine tells Mystique that she better back off or she will be tangling with a wolverine.
- This is the only time Mystique morphs into any one aside from a member of the X-Men that joined the team before the series, as she takes the form of Paul Haits.