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Willy (Crispin Glover) tells the orphans that the secret ingredient in his candy is human parts, and he plans to keep the orphans in his factory to use them for his candies.

He succeeds in getting the ingredients, and is now holding the orphans captive. They try to come up with ideas to escape, but are discouraged because of the fact they're all orphans.

Through all this, Silas the albino (Kevin Hart) is in the middle of chasing Lucy, preparing to attack her.However, a chocolate bar from the Willy factory falls out of the vending machine and she bends over before Silas is able to get her.However, Magneto uses his abilities to open a locker, smashing Peter right in the face. A Willy bar falls on Peter, and he recovers a Golden Ticket.The four orphans meet at the Willy Chocolate Factory.The film begins with Lucy (Jayma Mays), an employee at the Louvre museum who witnessed the death of her adoptive curator father (David Carradine), in a parody of The Da Vinci Code.

Lucy is desperate to get "the code" from the dying curator, but is unable to understand him.

She declines the offer, as Wolverine, Storm, Rogue and Cyclops show up to tell Peter off.

Wolverine draws his metal claws and begins to approach Peter.

Peter panics and begins to take off his upper clothing, preparing to show his mutant ability.

Suddenly, small chicken wings burst out of Peter's back. Magneto, the headmaster, breaks up the fight and shoos Peter off.

He crashes into the vending machine and Lucy obtains a Golden Ticket inviting her to go on an "epic adventure".