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With their psi-powers neutralized by the shock wave released during the battle between Psylocke and the Shadow King, Emma Frost and Jonothon Starsmore (Chamber) are the focus of a training session taking place at the Massachusetts Academy's Bio-Sphere. Frost and Sean Cassidy (Banshee) intend to impart to the Generation X students (Husk, Synch, Jubilee, Skin, M, Penance and their guest, Gaia) three principles of fighting while depowered: one, try to move the fight to an area that can provide an advantage; two, never assume your opponent is out for the count; and three, never turn your back on your opponent until you're certain he's been neutralized. The lesson proceeds as the students await delivery of the pizzas they've ordered.

Meanwhile, over Cape Cod, a damaged spaceship zig-zags toward the Academy. Aboard are Bianca LaNiege and the crew of aliens LaNiege had transformed from cockroach-like beings to dwarves. She explains to the leader, Brainy, that her enmity toward Emma Frost stems from the hostile takeover Frost International had engineered to acquire LaNiege Industrial Concepts. However, Bianca had a project she kept hidden, a dimension-traveling device which she had used to search for and retrieve alien technology that would give her an upper hand against Frost. Instead, her device went awry and trapped her in a violent dimension. Now, using powers she acquired in that dimension, LaNiege seeks revenge against Emma Frost.

At the Academy, the pizza arrives. To Synch's chagrin, he finds its delivered by Dorian and Weasel, the two bullies that recently assaulted him. While warning him again not to rat on them, LaNiege's spaceship crashes into their car, destroying it. LaNiege and the dwarves emerge and attack Generation X. Frost leads LaNiege into the school's kitchen, while Banshee and the rest of the team take on the transformed aliens.

In the kitchen, Frost employs the three principles to take down her foe, finally knocking LaNiege unconscious with a watermelon. Outside, the team battle the dwarves, ending the conflict when Chamber uses his psionic energy to destroy their primary weapon. The dwarves surrender, and the Gen Xers soon find the victorious Frost sitting over her foe in the kitchen.

The phone rings. Sean's daughter, Theresa Rourke (aka Siryn), is calling to speak to Sean.

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