Scotty can't sleep, so he goes sitting on the stairs and listens to the meeting of Havok, Elektra and the X-Men, who are planning on how to defeat his mother, the Goblin Queen. Scotty knows that Alex is way stronger than his dad ever was, and doesn't want to hurt his mom, just make sure that the Goblin Queen goes away. Scotty also wonders that now he knows that Alex comes from another place, if it could be possible that his dad went to Alex' world. Scotty knows Alex will win, and when he does, he hopes they'll be a happy family again. He misses his mom, and wishes her a good night.
Meanwhile, Madelyne sits alone at a nearby lake, and thinks about Scotty. She realizes that she has lost everything she has ever held dear, including herself. A strange creature arizes from the lake, saying that Madelyne has now found her, and she'll never get rid of her! The female creature attacks and lifts Madelyne telekinetically up in her grip, explaining to her that she is a fool to think that she had the power to let all this happen. The female creature tosses Madelyne around, playing with her, explaining Madelyne became hers right from the moment she began pleading for her child. The creature says from that moment on, she knew both Madelyne and he would serve her, and victory is as good as hers. And when victory has come, everyone who has ever stood in her way, shall know that the Goblin Queen has returned!
The Goblin Queen merges with Madelyne and becomes completly evil, and plans to let the world tremble and reclaim what belongs to her.
At the mansion, Scotty has finally fallen asleep, but is awakend by Bloodstorm who is outside his window. Scotty can't believe it's her because he thought his aunt went away. Bloodstorm says she had, but came back for him. Bloodstorm claims Scotty's mother misses him very much and wants him to come with her. Scotty opens the window for her. Elektra comes in and immediatly attacks the vampire. Elektra throws her sai at Bloodstorm, but just misses her heart. Bloodstorm tossws Elektra away by making a huge hurricane, and even defeats the other X-Men with it. Bloodstorm again urges Scotty to come to his mother, as she wants everything to be the way it once was, and needs his help with it.
Havok comes into the room, and orders Scotty not to go. Scotty thinks it's okay because it's his aunt, but Bloodstorm turns evil and Scotty realizes his mistake. Before Alex can save him, Bloodstorm quickly takes off.
At her castle, the Goblin Queen laughs at her victory and can't stop smiling. She calls her group to her and notices them staring. She asks them what's wrong, and Brute says they never saw her smile. The Goblin Queen says that's because her son never came back to her before. Bloodstorm comes in and throws Scotty at her. Madelyne wants to hug Scotty but he turns away. The Goblin Queen orders Bloodstorm to take Scotty to his room, and tells Scotty she'll come talk to him later. She gets mad at the rest because they didn't smile enough when Scotty came in, and punishes them for that.
Scotty can hear the screaming from the punishments and wants it to stop. He starts crying and wants Alex to come help him. Scotty can't bear listening to the pain and unleashes an enormous power that smashes through his window. He calms down and wonders what all that was.
The Goblin Queen goes to the basment where Richards works on something, which he has just finished. Reed explains to her that her demon army will get to her the moment she calls for them. The Goblin Queen thanks Richards for his services, and decides that she'll give this Earth to him when she's finished with it.
In his room, Scotty gets the visit from his uncle Brute. Scotty doesn't want to talk to him because he doesn't trust him anymore. Brute knows that the Goblin Queen is controling their minds, and seeing Scotty makes him remember things. Brute gives Scotty some candy he likes. Scotty eats it, and asks Brute if he wants him to take the bad thing away which the Goblin Queen had put into him. Brute wants to, and Scotty uses his powers to make the evil go away. Brute is no longer evil and back to his normal self! Brute thanks him deeply and wants to go away as quickly as possible, back to Havok, because he'll know what to do.
But as they leave the room, Bloodstorm, the Fallen and Ice-Man await them. They don't know what Brute's doing. He tries to convince his friends that Scotty can turn them back to normal and once more fight with the good guys. They don't want to, because the Goblin Queen will hurt them too much. The Fallen uses his flames on Brute, and then goes over to Scotty, wanting to hurt him for being disobedient.
Scotty asks Bloodstorm and Ice-Man for help, but they are frozen solid. Brute gets up and attacks the Fallen and orders Scotty to run away. The Fallen explains that the advantage he has over the rest of the group is that the Goblin Queen did not have to take over his mind, he willingly helped her because she fits in his own agenda, as the rest of them soon will, too.
Scotty again asks Bloodstorm and Ice-Man for help, because the Fallen is killing Brute. The two former heroes still don't do anything and demons arrive to fight. Ice-Man and Bloodstorm finally snap out of it, and tell Scotty to stand behind them while they fight the demons. Scotty begs Bloodstorm and Ice-Man to help Brute now, but they still don't do it, because they can't. The Fallen is about to kill Brute.Scotty panics and uses his awesome power on the Fallen, who falls back. The Fallen gets furious and yells he's going to kill him for that! He flies over to Scotty, but gets smacked back by an outraged Goblin Queen. She makes the Fallen go into a dark place, and says she'll deal with Ice-Man and Bloodstorm later. She tranforms back into Madelyne and orders Brute to quickly get Scotty out of here. Madelyne hugs Scotty, and says that she'll always love him, no matter what will happen. Brute picks Scotty up and runs away with him, and Scotty says goodbye to his mother.
A little later, a knock comes at the X-Mansion's door. The door opens, and none of the X-Men can believe what they are seeing. Scotty hugs Alex, and happily says that they are back.