The issue begins with Banshee taking half the students (M, Jubilee, Skin, and Synch) into Maine. Their vehicle is stopped by police who ask Banshee why they’re in Maine. Jubilee says they’re on a field trip to look at maple trees. The police tell Banshee that the bridge up ahead is closed so they have to take a detour. As they head off, M tells Banshee that she studied topographical maps of the area before they left and there’s no bridge nearby.
Meanwhile in a small town in Maine, the local mustachioed sheriff is using a megaphone to tell someone in a school named Eliot to let the hostages go. Inside the school we see Eliot, a teacher and some random kids. Eliot is apparently a mutant, whose power is looking kind of like Quasimodo but is apparently he is a student at the school, or at least wants to be. From the conversation he has with the teacher we learn that the school board didn’t want Eliot to attend school in spite of the teacher’s support.
Changing venues again, we see what the students who did not go to look at maple trees are up to. Penance, is in the school’s biosphere looking at butterflies. Chamber comes out and gives her a plate of apple slices. Paige, meanwhile, is spying on all of this a control room, but is caught by Emma Frost. Emma Frost kind of laughs the whole thing off and tells her that Paige reminds her of herself when she was younger. Paige wonders if that was supposed to be a compliment or a warning.
Back in Maine a mysterious figure in an ice cream truck is receiving orders from another mysterious figure on a blurry monitor that the first mysterious figure refers to as “Nanny.” Banshee and the Generation X kids have, in the meanwhile, arrived on the scene and knocked out some cop. Jubilee goes down to the crowd gathered by the school and asks some grungy-looking guy what’s going on. The guy tells her that there’s a “monster boy” inside the school. Being Jubilee, instead of going back to Banshee to tell him what’s going on, she sneaks into the school alone.
Back outside, after Banshee and the other kids knock out some cops atop a building across the street from the school, Synch uses his ability to try and determine what powers Eliot, the kid in the school, has. Synch is surprised when the nearest unknown power source is not inside the school, but rather down in the crowd below.
Down below, Eliot’s parents arrive and try to talk him into letting everyone go and coming out of the school. Eliot is steadfast, but his teacher wants him to let everyone go and seems to have some kind of heart condition. Suddenly out in the crowd, a guy in a robotic suit bursts out of the ice cream truck calling himself The Orphan Maker. The Orphan Maker seeks to make orphans out of mutants by murdering their fearful parents and taking them to be raised by Nanny, who is not afraid of them.
While Banshee and the other Gen X kids battle The Orphan Maker, Jubilee sneaks through the school. A bunch of kids come running past her out of the school and call her “lady.” She goes into the classroom, and threatens to blast Eliot, but he just asks her to help his teacher. Jubilee tells him but it’s too late. Eliot's teacher is dead.
Outside, Generation X soundly beat the Orphan Maker, who jumps back in the ice cream truck and flees the scene. Banshee asks if everyone is alright. Skin says he is, but thinks to himself, “Except these headaches I get when I use these powers.” Jubilee comes out of the school and says that she wants to cry.
M doesn’t understand, because they “won.” Jubilee explains that the teacher was dead, and Eliot isn’t even a mutant, just a kid with horrible, horrible birth defects. Skin says that the kid was a mutant without any of the benefits that came from being, “one of us.” Banshee says Eliot is one of them, because he was someone who “fell through the cracks.”