In a deconsecrated church near Snow Valley, Mass., several townspeople linger. One answers the unheard call of their master, Dracula.
At the same time, within the walls of the nearby Massachusetts Academy of Xavier's School for Gifted Children, Jonothan Starsmore (Chamber) suffers disturbing dreams involving his teammate Paige Guthrie (Husk). In the dreams, a voice tempts him with offers of fulfilling his desires. A fellow student, Jubilation Lee (Jubilee), feels him scream psionically. She begins to enter his room to check on him, but is intimidated by the glaring look he gives her.
The next morning, while breakfasting with her teammates Everett Thomas (Synch) and Angelo Espinoza (Skin), Jubilee begins to talk of her encounter with Jono, but is interrupted by his entrance. As this day is Halloween, Everett and Angelo plan to go to a showing of the film "Nosferatu"; Jubilee declines their invitation.
Later, on a train nearing Massachusetts after a visit with her mother, Paige nods off and has a dream about Jono; his face is restored, but he also has fangs.
That night, as Sean Cassidy (Banshee), Jono, Everett and Angelo watch the movie, four trick-or-treating kids discover the bloody body of the ticket-seller in the box office. The shadow of Dracula looms in the street.
Jono has gone to the restroom, where he is attacked by the walking corpse of the ticket-seller. Jono's energy field erupts in defense, and the attacker drops a black scarf with a distinctive 'D' monogram.
Meanwhile, the trick-or-treaters have made their way to the school, where Jubilee invites them in, unwittingly extending that invitation to Dracula inches mist form. He coalesces and confronts Jubilee, who feebly tries to defend herself, but the vampire lord opts to look elsewhere for the mutant blood he craves this night. He finds the recently-arrived Paige and soon has her under his control.
As Sean drives his students back home, Jono evades questions about his encounter at the theater, then psychically senses Paige's distress. He urges Sean to drive faster. Jubilee is relieved by their return, but Jono finds a bloody 'D' smeared on the wall, with the letter in the same style as the monogram on the scarf he's now wearing.
The mutants follow Dracula's trail to the church where he is toying with the captive Paige. The Gen-Xers burst in, but first have to deal with Dracula's thralls. Jono splits off, and Jubilee follows, as he finds the vampire lord and Paige. Jubilee attacks but is easily tossed aside by Dracula. She turns to aid Paige, while Dracula tempts Jonothan with promises of a restored body if he surrenders himself to the vampire's bite. Jono wavers, and Paige take the opportunity to shed her skin, becoming wood-like, and she stakes Dracula. However, she misses his heart.
Jono recovers and pulls down a drape, allowing the rays of the rising sun. Dracula flees and the church collapses. Soon, the Gen-Xers, along with the freed thralls, exit the rubble relatively unharmed. The mutants express their doubts that the night they just experienced actually happened.
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