Stars: Jean, Cyclops, Xavier
Appears: Spyke, Shadowcat, Nightcrawler, Rogue, Wolverine, Beast, Jubilee, Iceman, Cannonball, Berzerker, Multiple
Cameos: Wolfsbane, Magma

Summary

Jean dreams that she's being chased through an abandoned carnival by huge freakish scary clowns. She wakes up to realize it was a nightmare. A jack-in-the-box on her nightstand begins to turn and play music by itself. She lifts the box and sits it on her lap. A tattooed face pops out of the box suddenly and Jean screams.

Next morning, all of the X-Men are searching the Institute grounds for her. Xavier and Scott are in her room. Beast comes in to give them the bad news that there's no sign of Jean. Later, Beast is on the computer scanning for news. Xavier comes in to ask if he's found anything. He tells Beast that Cerebro can't pick up any trace of her until she uses her powers.

Scott drives around town in his convertible, calling all of Jean's friends to see if they've seen her. The rest of the X-Kids search Bayville for her. Kit visits the Brotherhood house and yells back for Lance to relax, that she hadn't accused them of kidnapping Jean, even though one of them had tried it before.

At the train station, Logan finds out that Jean was there, and bought a ticket to Boston. Cerebro is able to detect her in Boston, where she's using her powers. Jean is acting very strangely, almost like she's possessed. She breaks into a museum and steals a ring from one of the display cases. She drops it into a small cloth bag.

In the DR, the New Mutants are having trouble. Bobby gets them to work together and they're finally able to beat the room. Jubilee is pretty roughed up and tries to leave, but the doors have been locked. The room suddenly engages again and the New Mutants  back towards the door. Upstairs in the control booth, Jamie laughs evilly to himself as he hacks away at the DR controls. A little while later the DR doors open again, and the New Mutants  crawl out looking very disheveled. Jamie walks up and asks if they still think the DR was a piece of cake.

That night, Jean clears the security and makes her way into the Institute. Scott rushes out to greet her, but she turns on him. Then he collapses unconscious. She uses her TK to put him back to bed, then goes to Kurt's room. Kurt wakes up and looks at Jean. Next morning, Scott pounds on Xavier's door to wake him up and tell him that Jean was there, and also that Kurt is now missing. In the computer room, Kit and Beast are busy hacking away at the computers. Kit tells them that she's found a match on her scan, they've been spotted by airport surveillance cameras. Beast finds out that they're headed to NYC. Scott and Logan head out in the X-Jet to get them.

In NYC, Jean and Kurt break into a bank. X picks up their signal and tells Scott and Logan exactly where they are. At the bank Jean and Kurt 'port into the vault and Jean rips open a safety deposit box. Inside there is another ring, that she takes and puts in the bag with the first. Logan and Scott get to the bank and Scott blasts their way into the vault. Jean uses her TK to knock them clear across the bank and through the front windows, dropping them into the street. As they struggle to their feet, they hear the X-jet taking off. Jean and Kurt have stolen it, and left them stranded.

Back at the Institute, Beast has been able to find out some info about the rings. Turns out that they are Tibetan artifacts, from the early Han dynasty. Also there are three rings all together. Xavier asks him to find the location of the third ring. Meanwhile, the X-Jet lands on the Institute's front lawn. Jean "possesses" Spyke and Kit. Xavier realizes that Jean is nearby and tries to read her mind. He struggles as he sees the same tattooed face from the jack-in-the-box.

Next day, Xavier uses cerebro to pull the image of the tattooed face from his mind. Rogue tells him she knows who he is, she cranks the jack-in-the-box until the face pops out and tells Xavier that he's Mesmero, and he was a part of the "Circus of Mystery" carnival that they went to last week. At the museum, the guards try to stop the X-Kids, but with no success. Kitty phases through the glass on a display case and takes the final ring. She hands it to Jean, who in turn drops it into the bag with the other two. They all hold onto Kurt as he 'ports them out and they take off again in the X-Jet.

Beast, Xavier, and Rogue fly to NYC and pick up Scott and Logan. They head off to the Circus of Mystery. The X-Jet arrives first, and the X-Kids make their way to a large tent. The others arrive before they enter, and Xavier tells them to keep them busy while he takes on Mesmero. Rogue doesn't want to fight her friends, Logan tells her no one has to be hurt, they just have to subdue them.

Xavier tries to stop Jean from giving the rings to Mesmero. She lifts him into the sky with her TK. Rogue comes up behind her and grabs her face, they struggle, and as Jean collapses she flings the bag into the opening of the tent. Xavier drops to the ground when Jean passes out. Mesmero emerges from the tent laughing. Xavier says that he was able to take control of the kids, but not Xavier's. They have a mental duel, and Mesmero is losing. Mesmero returns to the tent, and the other X-Kids regain control. Rogue helps Xavier into his chair, then uses Jean's TK she absorbed to rip the tent to shreds. Mesmero is gone.

In Tibet, Mesmero sneaks into a hidden temple in the mountains. He reaches into a pillar and pulls out a gold rod. He slides the three rings onto the rod to create a key. He uses the key on the door and a bright light splits the door in two and it starts to slide open.