| Synopsis | - During a training session between Rusty and Skids, Rusty accidentally snags himself on Skids' pearl necklace, this causes it to break and sends pearls scattering across the room. It also triggers a memory in Skids' mind about her abusive childhood. Skids freaks out at Rusty until the situation is defused by Jean, Jean asks Skids to pick up the pearls, however when her forcefield prevents her the girl bursts into tears and runs out of the room. Rusty decides to go and cheer her up and leaves Scott and Jean to clean up the pearls. While Scott and Jean do so, the two wonder if X-Factor is actually truly doing any good for anybody, including the charges they take in.
Rusty follows Skids into the Morlock tunnels and learns that the girl is deciding to go back to the Morlocks. Rusty tries to tell her that they are trying to help her be able to control her powers so that she can be amongst normal people. Remembering how abusive her father was, Skids rejects this idea and continues to go, until the pursuing Rusty trips and tumbles in the watery sewers. She goes back to him, unaware that Masque is spying on them. Rusty tells her there is at least one reason she should try to control her powers. When she asks what that is, he tries to kiss her but his powers flair out of control, this causes another flash of memory in Skids but nothing more. When Rusty laments that he can't control his powers and decides not to touch her for fear that she might get hurt, like the woman he burned in San Diego. Skids assures him that he can't hurt her with his forcefield. Masque gets the drop on them and attempts in vein to us his powers to alter her face. Rusty fights him off, and when Masque attempts to alter his face, Skids warns him that he'll tell Erg who's taken up leadership of the Morlocks of what he is doing and Masque allows them to leave.
Later, while Rusty is reading Warren Worthington III's obituary in the paper, Artie points out an article about Emma La Port, the prostitute in San Diego that Rusty horribly burned. The article is about how the woman is being transferred to a hospital in New York for treatment. Still feeling guilty, he tries to see what he can do for the woman. Rushing into Cameron Hodges office he sees if he can use some of the money was Worthington willed to X-Factor to pay for her medical treatments. Hodge tells him that there isn't much money left after all the legal troubles Warren had previously, and that any medical benefit would be very costly and accomplish almost nothing.
Rusty would leave Hodge's office more disappointed than ever, however he comes up with a better idea. Going into the Morlock tunnels alone, Rusty seeks out Masque and convinces him into making a bargain: If Masque uses his powers to repair the damage done to Emma's face, he will in turn allow Masque to make him hideous. Without telling his friends, Rusty leads Skids, Boom Boom and Artie along with Masque through the sewers to the hospital where La Porte is being treated. Going to the surface without Masque, they find Emma in her room.
The confrontation with the woman he hurt is a bit of a shock for both parties, but to Rusty's surprise, Emma has embraced religion and forgives Rusty for what happened, seeing her burns as the lords punishment for her life as a prostitute. She even hugs him and thanks him for putting her on the road to salvation. Despite this, they make her their offer and she accepts. Taking La Porte down into the sewers, she learns that Masque has the ability to alter everyone's face but his own. When La Porte offers sympathy, the Morlock lashes out and tries to make her face match his own, when Rusty stops him and reminds him of their bargain. Masque complies and uses his abilities to repair the burns to Emma's face.
Rusty sends the others to take Emma back to her hospital room, telling them that he and Masque have other business to settle. However as they are leading Emma away, Skids realizes what he wagered and rushes back. She arrives too late and finds that Masque has already altered Rusty's face into a hideous form. When Emma catches up, she tells Masque that Rusty's sacrifice is too much to pay for her beauty, and Masque not only restores her burns but also lashes out at Rusty and makes him look more hideous than ever before. Skids is furious and tries to attack Masque, but finds she can't even strangle him with her forcefield. She recalls back to her childhood, the last beating her father ever gave her because her powers kicked in and protected her. She remembers finding her mother, beaten within an inch of her life telling her daughter to pick up the spilled pearls on the floor and run before dying. Just then, her forcefield shuts off allowing her to choke her foe. However, this leaves her vulnerable to Masque's power, and as Masque alters her face as well Rusty lights his cloak on fire. Skids's force field restores itself reversing Masque's effects on her, but this has convinced him to restore Rusty back to normal and flee into the sewers.
With the altercation over, La Point thanks Rusty for his efforts but tells him that she will live with her scars and that the experience has given her new meaning in her life. Thanking him she returns to the hospital leaving Rusty and Skids alone. After the evenings events, the two decide to remain with X-Factor and learn how to control their powers -- knowing that the idea of having intimacy together is something worth striving for.
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