The Gist of It: The episode opens with Rogue and Scott playing a game of racketball, Rogue whoops Scott and asks if he'd like a rematch. He declines, if he plays again he'll miss the concert. Rogue asks if he's going with anyone, and he replies Jean, she says she's not going with anyone and they decide to play again next weekend. As Scott leaves she has some mental trauma and a flash in her head about Jean. She sulks to the floor.

A car is driving in a dark neighborhood, with Destiny in the back. It approaches a cat, the cat trots up and turns into Mystique and then climbs in. Mystique asks why she called for her, Destiny replies she had disturbing visions about Rogue's future and about how at some point in her vision it goes dim meaning Rogue may die soon.

Back at the racketball court Rogue is practicing and gets a flash of Blob in her head, she hits the ball and knocks some off the concrete off the wall. She starts to sulk to the ground again and throws the racket at the wall, it penetrates into the concrete.

At the institute Rogue is getting ready to go somewhere, brushing her hair and all. She gets another flash of Scott giving Jean roses. As she walks out the door Logan is standing there, he asks if anything is wrong and shows her the demented racket. She's about to respond but Kitty interupts an pulls her arm saying Jean is going to give them a ride in her new SUV.

Jean is cleaning the rear view window of her SUV as Kitty and Rogue pile in. Kitty asks if Jean would give her a ride to the concert tonight but Jean can't, she's going with Scott. Kitty asks if it's a date and Jean denies it, Kitty starts teasing her about it being a date and Jean denies it more. Rogue looks upset. Kurt teleports into the front seat to join Kitty in teasing Jean, saying it's about time. Rogue eventually tells them to knock it off.

Rogue's going into the girls bathroom at school and gets a flash of Kitty, then phases through the front of it to reveal an old friend inside putting on lipstick, Risty. Risty starts talking to Rogue about how she was looking all over but couldn't find her. Rogue asks where she's been and Risty replies her parents wouldn't allow her to come back to school with all the fuss going on. Risty apologizes for not being there for her. They walk through the hall talking about nothing important and Rogue stops to get a drink, gets a flash of Storm and electricutes the water fountain making water shoot everywhere. She runs off scared.

Risty joins up with Rogue outside asking if she's ok and if she wants to talk about it. Rogue is upset and Risty assumes that's a no and starts walking away. Rogue stops her and explains what her powers do. Risty says it's freaky and invites Rogue to the concert.

At the concert the band is singing and playing music on stage, it shows several groups of the X-Men and old friends in the audience including Tabitha, Kurt/Amanda, Kitty and Jamie (he thinks it's a date, she only took him because he was the only one availible) and Scott/Jean. As Kitty walks past Jean, Jean teases her with "Kitty's got a date!". Jean and Scott talk awkwardly about if it's a date or not, neither admitting to it being a date. Rogue spots Jean/Scott and starts to freak out again, Risty comes up and asks if she still has a thing for Scott but Rogue denies it. The audience is getting a little routy and Rogue starts bumping into people, her sleeve was ripped off but someone falling on it. Rogue bumps into Risty, who turns into Mystique and falls to the floor passing out.

Rogue gets a flash of Mystiques past revealing she's been risty all along. Rogue starts freaking out again and turns into Sabretooth, then starts wreaking havoc. She jumps on stage knocking over stacked speakers that were stacked 20 feet high. Jean holds them up with her Telekinesis. SabreRogue then starts charging at a girl but Kitty saves her using phasing. Jamie jumps SabreRogue and multiplies on his back, Rogue gains Jamie's powers. A bunch of bouncers attempt to jump him/her but he/she picks up a speaker and hurls it at them, Kurt teleports on top of it and then teleports it out of the way. Scott hits SabreRogue with an optic blast knocking it back into a wall, the wall crumbles pinning him/her under the rubble. Kurt teleports on top and says "I think he's down for the count!". A closeup of his hand shows it turning huge, meaning... Juggernaut. Or JuggerRogue for that matter. JuggerRogue breaks out knocking Kurt away and charges out of the stadium breaking out, Mystique chases after him/her. Kitty is helping Jamie out of the area and he asks if she's having a good time, then says "let's do this again some time".

JuggerRogue is wandering the streets and a police car approaches it. The car stops and JuggerRogue makes another transformation, to Rogue as Magneto. She uses her/his powers to make the cop far skid back a bunch, then turns into Quicksilver and starts dashing off. When another police car approaches she transforms to Webster (from Fun and Games) and calmly passes by, then goes to a deserted alley and sits in the fetal position sobbing.

Mystique finds Rogue here and asks if she's ok, Rogue yells at her to go away and then transforms into Mystique attempting to attack her. Mystique dodges all of the attacks and Mystique reveals the truth, she's Rogue's stepmother. Rogue starts running off again crying, then teleports on top of the roof of some building. Rogue transforms back into SabreRogue again and smells Wolverine, saying his voice in an evil sounding voice. Wolverine is riding his motorcycle below and SabreRogue jumps off the top story of the building onto him, tackling him to the ground. Wolverine gets up and cuts a pole down pinning SabreRogue to the ground, then uses his keen scent to find out that it's not Sabretooth all along, it's Rogue. The X-Van drives up and Scott gets out about to blast SabreRogue. Wolverine tries to warn him but it's too late, he blasted Rogue through the wall of a building. Wolverine explains what's going on to Scott and they go in to pursue him ordering everyone else who came along to wait for the others. Scott calls for Rogue to explain what's going on but Rogue transforms into Scott, pops out and uses an optic blast on the real Scott. Scott is knocked back and Wolverine runs up to help, Scott says "Jeez, didn't know it hurt that bad". Rogue transforms into Avalance now and knocks a whole shelf on top of them. She goes back to Rogue form as they recover. Rogue asks them to help her and Wolverine says they will, Scott says they're her friends. This triggers another flashback of Rogue with Risty and Rogue screams she has no friends turning into Storm. She floats up using wind and electricity to demolish the building. Almost the whole group is waiting outside for them, Rogue's flying high in the air now surrounded by a wind funnel and starts using optic blasts against all of the X-Men and new recruits in the street. At this time Xavier, Storm and Beast start flying the X-Jet straight towards her for some reason, but Rogue uses Magnetism to throw it off course and make a shakey landing in the street. Rogue shoots more optic blasts and destroys a few parked cars in the street. Everyone is out of the X-Jet now and Kurt/Kitty evade some optic blasts by Rogue. Jean attempts to bring Rogue to the ground using telekinesis but fails, and is countered getting thrown to the floor. Scott fires an optic blast at Rogue but it is blocked by a psionic shield, one of Magneto's abilities. She counter attacks with lightning but Scott dodges it by inches. Kurt teleports up to Rogue and gets her in a bear hug but Rogue teleports out of it. Storm throws Rogue back with wind and electricutes her with lightning, but this has little effect and Rogue easily takes her down with her own lightning. They all fall back on Wolverine's orders, Wolverine tells Iceman to ice him up to Rogue. Iceman makes a rising ice elevator to Rogue and Wolverine tackles her to the ground, but protects her as they fall down 40 feet by staying under her as they land on top of a parked car. Wolverine attempts to talk Rogue out of her frenzy but fails. Rogue splits into 5 of herself and uses magnetism to pin Wolverine, then optic blasts to knock him back. She uses telekinesis to pin him in the air when he lands. Wolverine says something about letting the people inside her push her around, saying the Rogue he knows wouldn't take that from anybody. She falls to the ground as Xavier approaches, he says they'll get rid of the personalities one by one. She starts to transform into each person she's touched and passes them out, getting rid of them and then passes out. Wolverine picks her up and says "she's going to be OK, right Charles?" but Xavier looking worried says "I - I don't know yet". They carry her back to the X-Van as Mystique watches from the top of a building.

Rogue is resting in a bed at the institute's medical area, with Logan by her side. Scott nears the room and asks how long Logan's been in there, Charles replies he hasn't left her side. Scott then asks if she's getting better, Charles tells him slowly but many challenges face her, like coming to terms with who Risty really was and who Mystique was for her. Wolverine is talking to Rogue who is still passed out, saying getting over this won't be easy. He explains betrayal always sticks with you, and to rely on your friends now. He's holding Rogues and and she squeezes his, he looks up to her face and tears are running down it.

Mystique gets into the back of the car with Destiny asking if her visions see Rogue in the future again. Destiny now tells Mystique a dark horizon approaches, an ancient mutant will walk the earth again and both Rogue and Mystique's fates are in his hands...

-End of Episode