Pixie, Armor, X-23, and Mercury are still missing, but actually they are on their way to attend a Dazzler concert, in what may be Oakland. On Utopia Anole and Rockslide find Blindfold hiding in the girls bathroom, and go report it to Miss Frost. Nightcrawler also report to Frost about Pixies mother, what does this mean? Could it be Pixie is not where she is led to believe with her posse of girls?
Ten hours before the events of last issue, we see Mercury, Armor, X-23 and Pixie (but not Blindfold) riding on Pixie's moped bike. Pixie teleports them to the city and tells them about the secret invitation she got to a private Dazzler show. They are briefly challenged by a mugger with a baseball bat, but Pixie disables him with her dust. She tells the others that the invite only contained GPS coordinates and no other info. As they enter the nightclub Cessily and X-23 sarcastically joke about how ugly the other partiers are. Two of these strangers are demons in disguise - one has been entrusted with tracking Pixie for weeks and tells the other to fix his face on his disguise. The girls (except X-23) are confused by the loud music and bright lights. The show begins with dancers hanging from the ceiling - as they look up they fail to notice the other dancers are now demons and they are knocked out by a strange magic.
Back in the present in the illusion world, Pixie has now taken some control over the illusion, adapting it to fit her own currently warped sense of reality. She is the Prom Queen at a party attended by the demon 'school children' and is cross with the girls for not going along with things and not wanting to see her happy. Saturnine and the demon nurse look on from afar - the nurse is concerned that the illusion is coming apart too soon with Pixie's intervention and the fact that Pixie didn't come alone to the invite. Saturnine thinks that Pixie is ideal though - she is adaptable and desperate to belong. He wants to find the dark place in her soul.
Meanwhile on Utopia, Rockslide, Anole, Blindfold and Nightcrawler come to see Emma Frost about the missing girls. When Blindfold starts to talk strangely, Emma begins to take things seriously.
In the Prom illusion, Pixie demands the girls make an effort to fit in. She pulls out her soulsword, sheathed inside her and stabs Ruth (Blindfold) in the illusion - in reality back on Utopia, Ruth falls to the ground and warns of trouble. She tells the X-Men the other four girls went to the Dazzler show without her because she didn't want to dance. In the illusion, X-23 struggles to stop Pixie and gives a demon a fierce knee to the head. On Utopia, the X-Men search Pixie's room and find the invitation and set off to find her.
Meanwhile, Mrs Gwynn goes to the Wyngarde mansion where she finds Regan and Martinique who are surprised that she knows about their father, the original Mastermind. She tells them they have been usurped as the babies of the family by Pixie, who is apparently their half-sister (sharing Mastermind as a father).