Stars: Wolverine, X23
Appears: Iceman, Berzerker, Jean, Cyclops, Magma, Multiple
Cameos: Cannonball, Sunspot

Summary

At a cafe in Bayville, Ray, Bobby, and Jamie whine at Wolverine about having to take Scott and Jean's new class. They beg Logan to take over the class, but he refuses and tells them that if Scott and Jean have something to teach them they'd better listen.

At the Institute, Jean and Scott head to the classroom. When they open the door, Scott is knocked over by Cannonball and it's chaos inside.

Logan comes to in a cell. He breaks free and slices a hole in the wall. It turns out he's actually in a transport plane. Guards enter the room and blast him out of the plane. Logan falls the many miles back to earth most ungracefully, in one of the funniest scenes to date. In the forest the plane drops off Omega Red and Gauntlet.

Logan crawls out of the water where he came to rest and struggles onto land. He gets blasted again and knocked down a hill. He finds a hollow log and tries to hide inside to give himself time to heal. But Omega Red finds him and drags him out. He calls him Weapon X and says that this time he's going to leave him broken and suffering. X23 shows up to free Logan and as she leads him away, Gauntlet reports in that the target, X23 has arrived.

X23 gets Logan to a safe distance and tells him that he has to leave. He follows her anyway trying to get answers. She finally tells him that she left the Institute to protect him and the others from Hydra. Hydra and SHIELD will continue to hunt her as long as she's alive. She tries to get him to leave again, and tells him that the only reason he's there is as a setup to catch her. They knew she'd save him.

Meanwhile back at the institute Scott and Jean are trying to teach their first class but all of the new mutants are causing mayhem. Berzerker comes in and throws a crumbled him piece of paper at Multiple which causes him to devide into ten more multiples. While everyone else is acting crazy and jumping around the room playing with their powers. Jean's yelling at them all while Scotts trying to give out hand outs. But everyone's using the handouts for paper airplanes or confetti. As soon as Scott hands Magma one she "accidentally" burns it to a crisp. Scott hands her another. and she once agian "accidentaly" burns it to ash. Scott asks if anyone else need a handout and all 20 Multiples raise their hand.

At least Bobby's taking this seriously, says Jean as she sees Bobby in his iceform sitting and paying attention. The class starts to giggle as Jean puts her hand on Bobby's shoulder. Jean realizes its just an ice sculpture of Bobby as it falls over and brakes. The whole class ends up leaving to go look for Bobby.

Meanwhile, Omega Red and Gauntlet continue to track Logan and X23. Logan tries to tell X23 that they're being led into a trap but she won't listen. Soon after they realize they're cornered. Gauntlet uses a sonic weapon to incapacitate them.

They're taken to Hydra HQ, where Madam Hydra (Viper?) conveniently fills Logan in on all of their plans. X23 has been destroying Hydra bases, but now that they've recaptured her they're going to wipe her mind clean and finishing turning her into the perfect weapon. As she leaves Omega Red asks her about Logan and she tells him that he's no longer useful and as per their agreement he's all his. Omega Red tells Logan that he's the first of the Weapon X group (including Sabertooth, Wraith, and Maverick) to pay. He attacks Logan, but misses and ends up freeing him instead.

Meanwhile the scientist working on X23 calls up Gauntlet to complain about him using one of the neutralizers on her, that it will interfere with the mind wipe. As he finds out that Gauntlet didn't use a neutralizer on her, X23's eyes open. Alarms blare and soon X23 and Logan meet up in the hall.

Logan finds out that getting into the base was what she really wanted all along. As Omega Red catches up to Logan and keeps him busy, X23 takes off, placing explosives all over the base. The HQ starts going up in flames. Madame Hydra makes her way to the hover craft to escape. X23 climbs up the outside of the craft. Logan tries to follow and stop her, but she kicks him off.

On board, X23 confronts Madame Hydra. Hydra offers her anything she wants but X23 says she can't give her what she wants. Gauntlet shows up to say that it's over and X23 agrees as she flings more explosives around the control room. She smiles wickedly at Madame Hydra just before the ship explodes and crashes to the ground.

SHIELD shows up to arrest the remaining Hydra members, including Omega Red. Fury asks Logan about X23 and he tells him that she didn't make it. As they take off, Logan catches a scent and smiles. In the distance X23 watches them leave and then takes off into the forest.

Back at the institute Jean and Scott finally get the New Mutants to calm down and pay attention. Jean uses her TK to levitate everyone to the ceiling. Scott shoots his optic blast at the ceiling, barely missing Bobby. It reflects of the walls and ceiling barely missing the new mutants by an inch then coming down and splits an apple on Bobby's desk in two. Jean lets everybody down in their seats and they are all quiet and ready to listen. Wolverine walks by and smiles.