The X-Men throw themselves into battle with Spiral and Mojo in the Danger Room, but are reduced to X-Babies by Spiral’s bizarre “Jean Bomb”. Psylocke alone is unaffected by the spell. After Spiral freezes Betsy, the X-Babies run through the mansion looking for help from the other X-Teams. Mojo sends a twisted “Legal Eagles” version of the Exiles marching through the halls of the institute to track the team. As Mojo watches, they battle. Slowly but surely, the X-Babies gain the upper hand and the “Exiles” are defeated. Crawling through the ventilation system, baby Storm and baby Juggernaut talk about the death of young Sammy Pare and its effects on him. After reaching the control room, they fight and defeat Spiral and then use the Danger Room itself to defeat Mojo. Once he is defeated, he reverses his spells and the X-Babies are all restored to their proper ages. Even Juggernaut asks to be aged back, realizing that he cannot hide from Sammy’s death by remaining a child.
The X-Men greet Mojo in the way he deserves: they hit him with all they’ve got! Mojo lets Spiral do his dirty work as he gushes about how nice it is to be remembered. As Spiral casts her spells to fight the X-Men, Mojo begins his narration of the fight.
He is listing his cast and reprimanding Nocturne and Juggernaut for fleeing from him, when he comes across Psylocke and Rachel: his two favorite stars! He is overjoyed to see Betsy not “dead at all”, and Rachel not “at the back end of time”!
As Spiral continues to defend Mojo from the X-Men’s advances, she manifests a bizarre robot version of Jean Grey that she calls the “Jean Bomb”. With an eerie “I’m ba-a-a-c-k!” the robot jumps at the X-Men and explodes in their faces.
When the dust settles, the X-Men have been transformed into the X-Babies! The heroes’ conversation changes into toddlers’ as well:
Juggernaut insists: “I wanna hit him!”
Bishop threatens: “Don’t’chu be messin’ wit’ us, fats!”
Rachel wails: “Bring back my mommy!”
Mojo is immensely pleased at his spell since the X-Babies no longer have their mutant abilities. His pleasure is short-lived, though, because Spiral points out that Psylocke has not been affected. Betsy is as surprised as anyone…apparently she is immune to this particular spell.
While the witch and the bloat are distracted, Kurt uses his remote control to reactivate the Sabretooth hologram that Betsy was battling earlier and programs it to attack Mojo. Betsy takes advantage of this attack to carry the X-Babies away on a telekinetic surfboard. Spiral is not so easily avoided. With a wave of her many hands she takes out Sabretooth, destroys Kurt’s remote, and paralyzes Betsy with a spell. With Betsy mind-zapped, the babies fly through the air and crash to the floor just in front of the Danger Room exit.
Betsy gathers her strength and orders the kids to go get help, but Spiral gags her before she can give any more instructions.
Chaos reigns in the ranks of the X-Babies. Some are afraid, some are brave, and some just want to bicker. Nocturne suggests that her daddy be leader and proceeds to get into a fight with Rachel. Kurt reminds them that Storm leads the X-Men. Ororo recommends that they follow Betsy’s advice and go for help.
Meanwhile, in the Danger Room, Mojo examines Betsy. He is enraged when he notices that someone has removed the bionic eyes that he implanted in her head. He howls and informs Betsy that he considers this to be a flagrant breach of contract. To deal with the legality of his claim, he summons his latest creations. From a trans-dimensional wormhole pop lawyer versions of Sasquatch, Mimic, Nocturne, Sunfire, Morph, and Blink. They are the Exile Legal Eagles!
Mojo orders them to locate the missing X-Babies, and with a “hup-hup-hup” they march military style into the mansion to find the runaways. As an afterthought, Mojo tells Spiral to lock down the mansion so that the kids cannot get help from the other X-Teams. Just as the mini mutants reach the front door, they are repelled by a magic force field and sent flying back into the mansion foyer. Outside, the Astonishing team and a few of the New Mutants are alerted that something is wrong. They are horrified to see a large barrier in the form of Mojo himself cover the entire mansion.
Inside the mansion, the X-Babies turn their attention to the marching Exiles. Rachel, Storm and Bishop pull a rope taught across a doorway. They hope to trip the approaching attorneys, but their hopes are dashed as the Exiles march right through their trap dragging them along behind them. Nocturne and Nightcrawler leap from the ceiling and cover their opponents with a large tapestry. Still they march ever onward! Things are looking bleak until Juggernaut steps in. Cain is not a mutant, so his abilities are still very much intact. With a heave, he grabs the ropes that still surround the Exiles and hurls the group across the hall. Before the Exiles can get their bearings, the X-Babies jump into action.
Nocturne bashes Morph, and Kurt decks Sunfire. But the duo is halted when they come face to face with Mojo’s version of Nocturne. T.J. is conflicted: she can’t hit—
herself!? Bishop solves the problem with a sok to big Nocturne’s nose. While Sasquatch steps in to advise a confused Lucas that he will be sued for striking her, Morph cheers madly in the background. Ororo jumps Sasquatch from behind, but is easily discarded and tossed down the hall. Once again, Juggernaut steps in. He knocks Sasquatch to her knees and then pummels her.
The display is impressive, but Cain is stunned when he realizes that Sasquatch fell on little Nocturne. His memory is flooded by images of the recent death of young Sammy Paré. He feels responsible for Sammy’s death, and now he has caused the injury of someone else. Cain throws his helmet down and runs away without noticing that T.J. is fine.
From the Danger Room, Mojo munches popcorn and comments about the soap opera drama unfolding before his very eyes. Spiral adds that they are probably going to get their butts kicked, but Mojo doesn’t seem to care.
Back in the mansion, the X-Babies split up, and the Exiles divide to follow them. Morph, Nocturne and Sasquatch head in one direction while Mimic, Sunfire, and Blink head upstairs after Kurt and little Nocturne. From the duct work above, Storm drops a vase on Sasquatch’s head and renders her unconscious.
Blink, Sunfire, and Mimic head into the chemistry lab to apprehend Nocturne and Nightcrawler. They are shocked to find that the two have used the supplies in the lab to freeze the floor. The trio of Exiles slips across the room giving the two X-Babies the upper hand since they attack from the ceiling. Within moments, the three Exiles are unconscious.
Downstairs, Rachel and Bishop deal with Morph and Nocturne. They hose the two Exiles down with a high pressure hose, and, while they are recovering, slap panic packs onto them. The panic packs (which are designed to contain students whose powers are out of control) inflate and completely immobilize Nocturne and Morph.
Storm continues to make her way through the ductwork. Even though her claustrophobia is nearly paralyzing her she crawls onward. As she proceeds she comes across piece after piece of Juggernaut’s armor, and then, finally, she comes across little Cain himself all alone, in his underwear, and sobbing. Storm explains that she is trying to sneak into the Control Room to deal with Mojo and Spiral. Cain explains that he’s not sure he wants her to defeat Spiral and Mojo. If the bad guys win, he can stay a child. He can start over without mistakes such as the one that he believes cost Sammy Paré his life. Even in his young state, Juggernaut cannot erase the memories of the dying Sammy from his mind. Sammy died thinking that Juggernaut had betrayed the X-Men, and now he’ll never know that Cain was working for rather than against them. Can’t I just stay a kid? If my life gets a do-over, maybe I can get things right?
Storm gently reminds Cain that part of being an X-Man is making choices and then accepting the responsibility for the choices made. The journey, she says, matters as much as the destination. Storm tells the weeping Cain to remain in the ducts where he will be safe…she’ll take care of the rest. Ororo jumps out of the ductwork and into the control room. She wonders to herself if Juggernaut’s wish wouldn’t be so bad. She never knew the man (or boy) behind the armor.
From out of nowhere, Storm’s thoughts are interrupted by Spiral’s attack. The witch surrounds her with a replica of Mojo’s exoskeleton and claims that once she removes her spine she will be a perfect match for Mojo. Totally gross! says Cain as he jumps from the ductwork and knocks Spiral unconscious. Cain and Ororo slap high fives and turn their attention to Mojo.
In the Danger Room, Mojo notices that something is not right. He calls to Spiral, but instead gets encased in a giant size cartoon-style panic pack that Psylocke claims is inspired by Chuck Jones. The barrier around the mansion collapses, and the other X-Men enter the mansion. For some reason, though, the X-Babies are still young!
Kitty delivers an ultimatum to Mojo: change them back or else! Mojo balks, but then realizes how serious she is. He agrees but pauses to probe Juggernaut. Is this what Cain really, really wants? Or would he prefer to remain a child? Mojo attempts to entice Cain: stick with me, you’ll have a clean slate, I’ll make you a star…
Cain realizes that he already has his fresh start. He may never become the hero that Sammy thought he was, but he determines to do his best to make Sammy proud of him for trying.
That’s what’s great about dreams, Psylocke narrates, finding ways to make them real.
With a sinister grin, Emma states that she will handle Mojo. He’ll never bother the X-Men again…