Graydon Creed tries to return to the friends of humanity by capturing and delivering his mother and step brother who are both mutants. Nightcrawler gets a mysterious message that his birth mother (whom he never knew) is in trouble. He turns to Wolverine, Rogue and Jubilee for assistance. Together they infiltrate the Friends of Humanity compound in search of his mother. The plot thickens when Rogue recognizes Nightcrawler's mother's voice.
- Nightcrawler, Mystique, and Graydon Creed are all related. How? Nightcrawler and Creed are Mystique's biological sons, even though Graydon's father is Sabertooth and Nightcrawler's father is Azazel, with Graydon being the elder of the two. Incidentally, later on Rogue was unofficially adopted by Mystique, who claims that Rogue was her favorite. In the comics Mystique has even more children. Sabertooth may or may not have known that Mystique is Graydon's mother, as she was disguised during her time as his lover.
- In the beginning, we get a brief glimpse of the mutant Clarice Ferguson, aka Blink.
- When the tricker treaters arrive at the X-Mansion one of them is wearing Daredevil's original mask.
- In the footage of the news report, a girl's skirt changes from purple to blue and back several times in the large crowd shot.