The X-Men leave Muir Island in Scotland, but Banshee decides to stay with Moira. Havok and Polaris still think they don't belong with the X-Men, and also stay behind with Madrox. During the flight, Jean has visions about her past with Jason Wyngard again, and it is even more real than last time. When they finally get to the Mansion X, sensors warn that there's a person inside, but when they enter, it's Professor X, back from the Shiar Empire. After some days of rest, Jean still thinks she can't control the Phoenix Force and is afraid. Professor X is having problems training the X-Men, treating them like children as he used to do with his first students. Cyclops tries to argue that they are all grown men now, specially Wolverine and Storm, but Xavier doesn't want to listen. Suddenly, cerebro alarm goes out and there is two new mutants detected, one in New York, to which Xavier sends Jean, Cyclops and Nightcrawler, and another in Chicago, where Xavier goes with Storm, Colossus and Wolverine. Xavier says he will use the trip to know his new students better.
Meanwhile, in the Hellfire Club in Chicago, Wyngarde is watching everything happening in X-Mansion, with Sebastian Shaw, Harry Leland, Donald Pierce and Emma Frost, all members of the Inner Circle.
In Chicago, a young girl named Katherine Pryde is arriving home after school, and Emma Frost is at her place talking with her parents about a school in Massachusetts. Kitty says she's having headaches again and goes to her room. Surprisingly, she appears back in the living room after a huge headache. Soon after Emma leaves, the X-Men arrive with Professor X and invite Kitty to join his school. They went to an ice cream place and Kitty soon becomes friends with Ororo and likes Peter very much. Suddenly, the window crashes and three armored guys enter and attack the X-Men. During the battle, Wolverine realizes that the enemies know them and are prepared for their powers, and changes targets with Storm. That works and they win the battle, but during the fight Kitty passes through the walls and discovers she has some kind of power. Then Emma Frost uses her mental powers to knock out the three X-Men and captures them. At the end Kitty Pride follows the group using her power to enter the hovercraft.
Note: This is the first appearance of the popular X-men Kitty Pryde, Carmen pryde, Terri Pryde, Donald Pierce, Harry Leland, and Emma Frost (who was a villain during her first appearances). And one of the greatest X-men-villains, Sebastian Shaw.