When high-schooler Todd Tolanski starts exhibiting toad-like mutant powers, Mystique sees a perfect opportunity to get a spy into Xavier's institute. Meanwhile the X-Men recruit a new member as Kurt Wagner joins Xavier's school to learn to harness his mutant powers.

When Kitty Pryde discovers her mutant ability to phase through objects, she's naturally frightened and confused. Life proves to be more difficult for Kitty when both Jean Grey and Lance Alvers, a.k.a. Avalanche, approach her. While Jean tries to recruit Kitty to Professor Xavier's Institute, Alvers has plans of his own. Meanwhile, Sabretooth, Wolverine's arch-nemesis, rolls into town and he's looking for a fight!

When Rogue accidentally triggers her mutant power by absorbing a local boy's memories, strengths, and abilities, the X-Men head off to Caldecott County, Mississippi to recruit her. However, Mystique isn't willing to let her out of her sights to become one of them, so Destiny & Mystique get to Rogue first to convince her that X-Men are hunting her down. At the end she joins the Brotherhood.

Fred Dukes (Blob), a former sideshow entertainer from Texas, gets enlisted by Mystique into Bayville High. But his short temper and blubbery girth prevents him from making any necessary friends. He does get some help from Jean Grey in finding his way around the school, but things take a turn for the worst when he mistakes this for love.

Evan Daniels, Ororo Monroe/Storm's nephew, is exihibiting his mutant ability of projecting boned spikes. Despite knowing his powers, Daniels initially refuses to join the X-Men. However, when former basketball teammate Pietro Maximoff (Quicksilver) continually steals money from him (along with getting him in trouble), Evan accepts the offer in an attempt to take his former friend down.

One day, Kurt's childish behavior clashes with Scott's dead seriousness once too often. Later, Kurt (in his true form) accidentally activates a device which transfers him to a parallel dimension. There, he meets Forge, who had been trapped there since the late seventies, and together, they devise a plan to break out and return to their normal dimension. Things get complicated when the other X-Men discover the device and the Brotherhood then tries to steal it from them.