1
00:00:01,885 --> 00:00:03,260
Previously onX-Men...

2
00:00:04,843 --> 00:00:06,885
The humans must be crushed.

3
00:00:13,593 --> 00:00:15,426
Magneto, I presume.

4
00:00:15,426 --> 00:00:17,010
What are you waiting for?

5
00:00:17,010 --> 00:00:19,426
My day in court, actually.

6
00:00:21,343 --> 00:00:22,885
You know that lunatic?

7
00:00:27,301 --> 00:00:28,718
Come on!
They're gonna kill him!

8
00:00:29,385 --> 00:00:30,593
Good.

9
00:00:30,593 --> 00:00:31,760
Emergency!

10
00:00:31,760 --> 00:00:33,135
Prepare infirmary to receive

11
00:00:33,135 --> 00:00:34,093
critically injured mutant!

12
00:00:36,093 --> 00:00:37,885
These things have
armed themselves!

13
00:00:43,135 --> 00:00:45,093
She's going to blow up
those missiles herself!

14
00:00:45,260 --> 00:00:47,885
Something about him
reminds me of Wolverine.

15
00:00:47,885 --> 00:00:49,218
His name's Sabretooth.

16
00:00:49,468 --> 00:00:51,885
Wolverine knows him
and hates him.

17
00:00:51,885 --> 00:00:54,593
Did he give a reason?
Does he ever?

18
00:00:55,885 --> 00:00:59,468
Wolverine!
Back off. Slow and easy.

19
00:02:01,260 --> 00:02:03,135
- [Xavier, telepathically]
Is there no limit

20
00:02:03,135 --> 00:02:05,635
to the torment
in your mind, Sabretooth?

21
00:02:05,635 --> 00:02:10,135
Have you only known
betrayal by your friends
and persecution by humanity?

22
00:02:10,760 --> 00:02:12,885
We must probe deeper.

23
00:02:12,885 --> 00:02:16,301
Your mind is full
of torment, Sabretooth.

24
00:02:16,301 --> 00:02:18,385
Your mutant life
has been difficult.

25
00:02:18,385 --> 00:02:21,843
Your search for acceptance,
a failure.

26
00:02:24,468 --> 00:02:28,593
Cruelty to creatures we don't
understand seems limitless.

27
00:02:30,843 --> 00:02:33,301
Let me become
one with your pain.

28
00:02:34,218 --> 00:02:37,760
Together, we can find
the cause of your torment.

29
00:02:38,718 --> 00:02:41,593
What are these inner
demons that drive you?

30
00:02:44,301 --> 00:02:46,718
Yes, we can fight
them together.

31
00:02:47,718 --> 00:02:52,135
Are we any closer
to the core of your rages?

32
00:02:59,718 --> 00:03:02,218
Wait! Don't break
our psychic link!

33
00:03:05,176 --> 00:03:08,093
What are you hiding
from me, Sabretooth?

34
00:03:08,093 --> 00:03:10,718
Why do you keep
these thoughts from me?

35
00:03:10,718 --> 00:03:12,843
Can they be so painful?

36
00:03:12,843 --> 00:03:15,885
Don't resist me.
I will know it all in time.

37
00:03:17,635 --> 00:03:21,301
Such hurt. Such rage.

38
00:03:22,593 --> 00:03:26,176
No wonder Magneto believes
there is no hope of peace.

39
00:03:31,885 --> 00:03:34,593
But we must
never give up trying.

40
00:03:37,885 --> 00:03:40,093
Magneto thought
we would join him, Professor.

41
00:03:40,093 --> 00:03:41,718
He wanted us to use
our special powers

42
00:03:41,718 --> 00:03:43,593
in his battle
for mutant liberation.

43
00:03:43,593 --> 00:03:46,301
I don't know what corner
you crawled out of, bub.

44
00:03:48,968 --> 00:03:51,760
When we refused,
he declared us his enemies.

45
00:03:54,176 --> 00:03:57,843
He believes
we are the next stage
in human evolution,

46
00:03:57,843 --> 00:04:01,093
beyond Homo sapiens
to Homo superior,

47
00:04:01,093 --> 00:04:05,301
and that we
are destined to rule
a mutant-control world

48
00:04:05,301 --> 00:04:07,593
under his domination.

49
00:04:07,593 --> 00:04:12,260
Fighting for human-mutant peace
has just become
more dangerous.

50
00:04:12,718 --> 00:04:16,718
Stuff the philosophy.
Let's go kick his butt.

51
00:04:18,426 --> 00:04:21,343
At any rate,
I have some good news.

52
00:04:21,885 --> 00:04:23,635
We can use some.

53
00:04:33,635 --> 00:04:35,635
Get him out of here.

54
00:04:36,218 --> 00:04:39,593
I've been spending
some time with Sabretooth,

55
00:04:39,593 --> 00:04:44,218
probing his mind, working
to help alleviate his rages,

56
00:04:44,218 --> 00:04:47,301
much as I did for Wolverine.

57
00:04:47,301 --> 00:04:52,426
There are still some recesses
of his mind that I have
failed to penetrate.

58
00:04:52,426 --> 00:04:55,135
But I trust I will,
given enough time.

59
00:04:55,135 --> 00:04:57,343
I'll penetrate his recesses.

60
00:04:57,343 --> 00:04:58,385
Wolverine!

61
00:04:59,176 --> 00:05:01,718
What's wrong, Wolverine?

62
00:05:01,718 --> 00:05:04,218
No kiss and make-up?

63
00:05:04,218 --> 00:05:05,885
Kiss this.

64
00:05:08,135 --> 00:05:11,593
We used to be old pals.
Even worked together.

65
00:05:11,593 --> 00:05:16,301
But we had some little
misunderstandings.

66
00:05:16,301 --> 00:05:17,718
Yeah, right.

67
00:05:18,760 --> 00:05:24,593
He wasted some friends
of mine for no reason,
and I misunderstood?

68
00:05:24,593 --> 00:05:27,468
Calm down, all of you.

69
00:05:27,468 --> 00:05:30,468
After conquering
your own rages, Wolverine,

70
00:05:30,468 --> 00:05:34,301
you more than anyone know
what Sabretooth
is going through.

71
00:05:34,301 --> 00:05:37,718
I need your assistance
with the next phase
of his therapy.

72
00:05:37,718 --> 00:05:39,468
You got to be kidding!

73
00:05:39,468 --> 00:05:42,343
Tell you what,
long as he's here,

74
00:05:42,343 --> 00:05:44,260
I'm going to be
somewhere else.

75
00:05:44,260 --> 00:05:46,218
Wolverine! Come back!

76
00:05:47,260 --> 00:05:50,635
Don't worry, sweet pea.
He'll ease on back
when he's ready.

77
00:05:50,635 --> 00:05:53,885
We'll deal with
Wolverine's attitude later.

78
00:05:53,885 --> 00:05:57,885
Right now,
we can't be distracted
from our more urgent problem.

79
00:05:57,885 --> 00:05:59,635
Magneto.

80
00:05:59,635 --> 00:06:03,635
His missile attack failed,
but he'll attack again soon.

81
00:06:03,635 --> 00:06:08,218
And next time
he won't be so merciful.

82
00:06:08,968 --> 00:06:13,010
Well, Xavier,
old friend.
Where shall it be, hmm?

83
00:06:13,010 --> 00:06:15,218
Where will you expect me?

84
00:06:15,218 --> 00:06:17,343
One place is as
good as another.

85
00:06:17,343 --> 00:06:20,718
As long as it is populated
with Homo sapiens,

86
00:06:20,718 --> 00:06:23,718
human lives
can be used as bait.

87
00:06:26,718 --> 00:06:29,593
All those
lovely chemicals.

88
00:06:29,593 --> 00:06:34,468
After all, without them,
life itself
would be impossible.

89
00:06:58,718 --> 00:07:01,760
Cerebro is monitoring
all emergency frequencies.

90
00:07:01,760 --> 00:07:04,885
If Magneto strikes anywhere
within the vicinity of...

91
00:07:06,843 --> 00:07:09,843
Your old buddy doesn't let
the grass grow under his feet.

92
00:07:09,843 --> 00:07:11,426
He's challenging me!

93
00:07:11,426 --> 00:07:14,093
He'll hurt those workers
just to get at me.

94
00:07:14,760 --> 00:07:17,510
Jubilee, you stay here
and look after Sabretooth.

95
00:07:17,885 --> 00:07:20,176
My favorite job.

96
00:07:20,176 --> 00:07:24,468
Be careful.
Even though he's shackled,
he could still be dangerous.

97
00:07:25,718 --> 00:07:29,760
Now, we must face
the master of magnetism.

98
00:07:29,760 --> 00:07:30,760
Yes, sir.

99
00:07:52,218 --> 00:07:56,301
I wonder how you'll look,
Charles, after so long.

100
00:07:56,301 --> 00:07:58,301
Perhaps a toupee?

101
00:08:00,343 --> 00:08:01,593
Over there!

102
00:08:01,593 --> 00:08:03,468
I'm disappointed.

103
00:08:03,468 --> 00:08:06,301
I expected Xavier
to be with you.

104
00:08:06,301 --> 00:08:08,260
Sorry to disappoint you,
Magneto.

105
00:08:08,260 --> 00:08:10,176
You'll have to make do with us!

106
00:08:19,843 --> 00:08:23,885
Have you forgotten
that electricity
and magnetism are related?

107
00:08:23,885 --> 00:08:26,843
Maybe I can steal some
of this old boy's thunder.

108
00:08:33,176 --> 00:08:35,426
You've wasted
enough of my time.

109
00:08:35,426 --> 00:08:40,093
If Xavier refuses to face me,
I'll make him regret
his cowardice.

110
00:08:43,718 --> 00:08:45,343
Cyclops, look out.

111
00:08:57,468 --> 00:08:58,635
No!

112
00:09:08,468 --> 00:09:09,718
No!

113
00:09:13,968 --> 00:09:16,426
You just can't get
close to some men.

114
00:09:16,885 --> 00:09:18,135
Storm!

115
00:09:20,718 --> 00:09:23,468
Sorry, gal, I don't know
how long I...

116
00:09:25,968 --> 00:09:29,385
How many must suffer
before you will face me?

117
00:09:34,301 --> 00:09:37,510
Enough, Magneto!
Stop this carnage now!

118
00:09:37,510 --> 00:09:41,635
It's me you want.
So here I am.

119
00:09:55,010 --> 00:09:57,593
Sorry about that, Storm.
Must be losing my touch.

120
00:09:58,093 --> 00:09:59,260
Oh, no.

121
00:10:01,635 --> 00:10:05,718
Come on, baby, don't do this
to me. Those bricks weren't
that heavy.

122
00:10:08,968 --> 00:10:10,760
Don't scare me or anything.

123
00:10:12,593 --> 00:10:14,176
Not you, too!

124
00:10:23,635 --> 00:10:25,635
You're not
going to like this, but...

125
00:10:28,218 --> 00:10:30,010
it's better
than not breathing.

126
00:10:30,010 --> 00:10:33,301
Come on, pretty boy.
Make a girl feel welcome.

127
00:10:38,385 --> 00:10:40,385
Don't worry, I won't tell Jean.

128
00:10:40,385 --> 00:10:41,468
I just hope...

129
00:10:52,635 --> 00:10:54,135
What's going on?

130
00:10:54,135 --> 00:10:56,468
Cyclops!
I couldn't help it. I...

131
00:10:56,468 --> 00:10:59,010
I absorbed your power
when I touched you.

132
00:10:59,010 --> 00:11:01,010
I mean, how do I turn
this darn thing off?

133
00:11:04,093 --> 00:11:06,385
Your eyes! Shut your eyes!

134
00:11:15,135 --> 00:11:17,843
Cyclops, where are you?
You OK?

135
00:11:20,176 --> 00:11:22,385
You brought me here, Magneto.

136
00:11:22,385 --> 00:11:24,218
The next move is yours.

137
00:11:24,218 --> 00:11:26,968
The years have been
kind to you, Charles.

138
00:11:26,968 --> 00:11:29,385
A pity they haven't
brought you wisdom.

139
00:11:29,385 --> 00:11:33,718
Your wisdom?
You find wisdom
in this destruction?

140
00:11:33,718 --> 00:11:36,343
We have not
always been enemies.

141
00:11:36,343 --> 00:11:38,635
I will give you a final chance.

142
00:11:38,635 --> 00:11:39,885
Never!

143
00:11:39,885 --> 00:11:41,010
Fool!

144
00:11:41,010 --> 00:11:42,718
You still dream of peace

145
00:11:42,718 --> 00:11:45,468
with those who would
destroy all mutants?

146
00:11:45,468 --> 00:11:48,843
Is this your answer?
This horror?

147
00:11:48,843 --> 00:11:51,468
After all the suffering
we both have seen,

148
00:11:51,468 --> 00:11:54,885
you wish me to wage war
on six billion humans?

149
00:11:56,218 --> 00:11:58,635
When I was a child,
my people talked

150
00:11:58,635 --> 00:12:00,760
while others
prepared for war.

151
00:12:00,760 --> 00:12:03,843
They used reason
while others used tanks,

152
00:12:03,843 --> 00:12:06,885
and they were destroyed
for their trouble.

153
00:12:06,885 --> 00:12:11,885
I won't stand by and watch
it happen again. I won't!

154
00:12:16,385 --> 00:12:19,385
This is not how
I wanted it to end.

155
00:12:19,385 --> 00:12:24,510
I wish it could
have been otherwise.
You were the best of us.

156
00:12:25,385 --> 00:12:27,010
Farewell, Xavier.

157
00:12:28,510 --> 00:12:31,301
Your blindness
has sealed your fate.

158
00:12:40,135 --> 00:12:41,843
Mama! Papa!

159
00:12:45,135 --> 00:12:49,260
No! No! Don't make me see.

160
00:12:49,260 --> 00:12:53,260
Xavier, I can't!
Stop it! Stop it!

161
00:12:53,260 --> 00:12:57,093
No, Magneto, you will stop.

162
00:12:58,218 --> 00:13:01,468
No. No more!

163
00:13:15,468 --> 00:13:17,468
Professor, where are you?

164
00:13:18,760 --> 00:13:20,218
I can't see!

165
00:13:20,218 --> 00:13:22,385
I'm right here, Rogue.
Don't move.

166
00:13:23,135 --> 00:13:26,968
OK, but hurry.
I can't open my eyes.
I got Cyclops' powers.

167
00:13:26,968 --> 00:13:28,468
What about
the plant personnel?

168
00:13:28,843 --> 00:13:30,385
They all high-tailed it.

169
00:13:41,218 --> 00:13:44,093
Sounds like this dump's
going to go up like
the Fourth of July.

170
00:13:45,426 --> 00:13:49,135
Let's go home.
I will mentally be
your eyes. Follow me.

171
00:14:02,010 --> 00:14:07,718
Ladies and gentlemen,
the world tonight is in
the grip of a terrible crisis.

172
00:14:07,718 --> 00:14:12,593
Since the President
recklessly rescinded
the Mutant Registration Act,

173
00:14:12,593 --> 00:14:16,093
those unfortunate mistakes
of nature are running wild.

174
00:14:17,218 --> 00:14:19,218
The recent mutant attacks
at Drake Missile Base

175
00:14:19,218 --> 00:14:21,510
and Metro Chemical
are just the beginning.

176
00:14:22,510 --> 00:14:25,635
Senator, what do you
plan to do about it?

177
00:14:26,426 --> 00:14:30,718
I intend, this very evening,
to declare my candidacy

178
00:14:30,718 --> 00:14:33,260
for President
of the United States.

179
00:14:33,260 --> 00:14:34,468
What?

180
00:14:35,343 --> 00:14:38,426
Right!
And I'm the Queen of England.

181
00:14:38,426 --> 00:14:42,176
As President, I intend
to relocate every mutant

182
00:14:42,176 --> 00:14:46,176
in this nation to internment
camps that will facilitate
the handling

183
00:14:46,176 --> 00:14:48,593
of these poor,
unfortunate creatures.

184
00:14:48,593 --> 00:14:52,968
Just let me get my claws
on that senator's throat.

185
00:14:55,968 --> 00:14:58,885
There, under the proper
military supervision...

186
00:15:04,260 --> 00:15:08,468
I'm sorry. I'm still
learning to control that.

187
00:15:11,426 --> 00:15:14,093
Thanks to Professor X's help.

188
00:15:14,093 --> 00:15:15,718
Look at your wrist!

189
00:15:16,343 --> 00:15:18,010
It's not bad.

190
00:15:19,468 --> 00:15:21,635
You going to stay calm
while I fix it up?

191
00:15:21,635 --> 00:15:22,843
Sure.

192
00:15:24,218 --> 00:15:27,010
OK, here,
let me take care of it.

193
00:15:29,760 --> 00:15:32,510
There. That's better.

194
00:15:34,510 --> 00:15:36,343
Much better.

195
00:15:36,343 --> 00:15:37,885
I'll get something
to treat it.

196
00:15:37,885 --> 00:15:40,093
I heal real fast!

197
00:15:42,343 --> 00:15:47,843
Lesson number one, girlie.
Never trust nobody.

198
00:15:47,843 --> 00:15:51,593
Your powers ain't so hot
if you can't use your hands.

199
00:15:51,593 --> 00:15:53,176
But your treatments...

200
00:15:54,343 --> 00:15:58,635
You really think a few
mealy-mouthed words

201
00:15:58,635 --> 00:16:01,218
from that old weakling
could change me?

202
00:16:01,218 --> 00:16:06,010
I've been faking it.
I've been waiting
for the right moment.

203
00:16:08,718 --> 00:16:11,176
So, you want
an Oscar or what?

204
00:16:11,176 --> 00:16:13,343
I want to do what
I was sent here to do,

205
00:16:13,343 --> 00:16:16,885
and if you don't want
the life crushed out
of your little body,

206
00:16:16,885 --> 00:16:18,718
you're going to help.

207
00:16:20,010 --> 00:16:22,510
And what's that, dweeb?

208
00:16:22,510 --> 00:16:23,885
Magneto ordered me

209
00:16:23,885 --> 00:16:26,260
to find this place
and take it over.

210
00:16:26,260 --> 00:16:29,718
He knew your buddies
would be at Beast's trial,

211
00:16:29,718 --> 00:16:32,343
and that wimp professor
would take me in.

212
00:16:32,343 --> 00:16:34,718
He's got the X guy figured.

213
00:16:34,718 --> 00:16:39,635
You know, I'm really going
to enjoy tearing this place up.

214
00:16:39,635 --> 00:16:42,760
Now, you get me out
of this rig before I...

215
00:16:43,885 --> 00:16:45,885
You done nice, girlie.

216
00:16:46,176 --> 00:16:49,843
For a reward,
I'll finish you
off clean and fast.

217
00:16:49,843 --> 00:16:51,010
But you said...

218
00:16:54,010 --> 00:16:56,426
Wolverine never
should've let me live.

219
00:16:56,426 --> 00:17:00,176
I wish he was here so I could
take care of his carcass, too.

220
00:17:02,260 --> 00:17:05,010
Be careful what you
ask for, old buddy.

221
00:17:05,593 --> 00:17:08,426
It just might come true.

222
00:17:09,593 --> 00:17:13,343
Good thing I didn't go
too far away
to cool off, Sabretooth.

223
00:17:13,343 --> 00:17:15,260
This is between you and me.

224
00:17:15,260 --> 00:17:16,426
Let the girl go.

225
00:17:17,426 --> 00:17:20,093
Whatever you say, pal.

226
00:17:23,135 --> 00:17:27,385
So, you're doing
the dirty work
for Magneto now, eh?

227
00:17:28,176 --> 00:17:31,010
You used to
backstab people for fun.

228
00:17:31,426 --> 00:17:34,135
What turned you
into a rat-for-hire?

229
00:17:34,135 --> 00:17:36,593
I'd heard you'd gone soft.

230
00:17:36,593 --> 00:17:38,301
I was curious.

231
00:17:38,593 --> 00:17:42,343
I think maybe I heard right.

232
00:17:42,343 --> 00:17:45,510
All right, you egg-sucking
piece of gutter trash.

233
00:17:45,510 --> 00:17:48,968
You always liked
pushing around people
smaller than you.

234
00:17:48,968 --> 00:17:52,010
Well, I'm smaller!
Try pushing me!

235
00:18:08,593 --> 00:18:12,343
How about a little
taste of adamantium

236
00:18:13,593 --> 00:18:15,426
for old time's sake?

237
00:18:20,010 --> 00:18:21,635
It's good to be home again.

238
00:18:29,843 --> 00:18:31,218
Oh, that tastes good.

239
00:18:31,218 --> 00:18:32,843
I'm breathing better,
Professor.

240
00:18:32,843 --> 00:18:34,260
And my powers are back.

241
00:18:37,760 --> 00:18:39,843
We'll have to do it
again sometime.

242
00:18:39,843 --> 00:18:41,093
Yeah, well...

243
00:18:44,343 --> 00:18:45,468
The war room!

244
00:18:48,010 --> 00:18:51,218
You always were
second best.

245
00:18:59,135 --> 00:19:04,010
And in this business, bub,
second best don't cut it!

246
00:19:04,635 --> 00:19:08,218
Wolverine!
What did I teach
you about revenge?

247
00:19:08,218 --> 00:19:11,010
How often have I warned
you about letting your
personal feelings

248
00:19:11,010 --> 00:19:13,385
endanger the work
of our team?

249
00:19:13,385 --> 00:19:15,885
But Sabretooth was
about to total me!

250
00:19:15,885 --> 00:19:17,426
Magneto sent him to do it!

251
00:19:18,426 --> 00:19:21,218
You're out of line, Professor.
All I...

252
00:19:25,593 --> 00:19:26,718
Wolverine!

253
00:19:28,343 --> 00:19:29,426
No!

254
00:19:38,843 --> 00:19:41,343
Rogue!
Get him to the infirmary. Fast!

255
00:19:44,010 --> 00:19:47,426
He's stabilized.
He's going to be all right.

256
00:19:47,426 --> 00:19:49,968
I was wrong, Wolverine.

257
00:19:50,760 --> 00:19:52,260
I should have
listened to you.

258
00:19:53,218 --> 00:19:58,260
I let my passion for an ideal
that all mutants could be
brothers blind me.

259
00:19:58,260 --> 00:20:00,218
That's twice I've failed.

260
00:20:00,218 --> 00:20:02,843
We failed, Professor.
Together.

261
00:20:02,843 --> 00:20:05,176
We cannot afford
to lose again,

262
00:20:05,176 --> 00:20:08,093
or Magneto and those
like him will prevail.

263
00:20:08,718 --> 00:20:11,426
He's out there,
scheming, planning.

264
00:20:12,301 --> 00:20:14,468
I was able
to trick him today.

265
00:20:14,468 --> 00:20:17,301
But I wonder
when the time comes,

266
00:20:17,301 --> 00:20:19,635
will the X-Men be ready?

267
00:20:20,010 --> 00:20:22,218
All right, Xavier.

268
00:20:22,218 --> 00:20:25,176
You've cast your lot
with humankind.

269
00:20:25,176 --> 00:20:27,468
But the others
will understand.

270
00:20:27,468 --> 00:20:32,968
Mutants will come
to me by the thousands,
and we shall destroy you!

