1 00:00:01,760 --> 00:00:02,760 Previously onX-Men... 2 00:00:04,635 --> 00:00:06,135 Let's get out of here! 3 00:00:49,260 --> 00:00:51,343 You done nice, girlie. 4 00:00:56,718 --> 00:00:59,510 Rogue! Get him to the infirmary. Fast! 5 00:02:12,843 --> 00:02:15,176 Watch your back, swamp rat. - Ahhh! 6 00:02:20,426 --> 00:02:23,426 You're tangling with the wrong X-Man. 7 00:02:26,718 --> 00:02:28,593 Remember, this isn't a game. 8 00:02:29,093 --> 00:02:33,010 These dangers are patterned on those X-Men might encounter in the field. 9 00:02:33,426 --> 00:02:36,135 - Our continued training is crucial. 10 00:02:36,135 --> 00:02:41,093 As long as mankind fears our mutant powers, we are in danger. 11 00:02:41,093 --> 00:02:43,343 Remember what happened to Morph. 12 00:02:43,343 --> 00:02:44,718 In the days ahead, 13 00:02:44,718 --> 00:02:46,885 we will have to depend on each other 14 00:02:46,885 --> 00:02:48,301 for our very lives. 15 00:02:56,635 --> 00:02:58,760 Rogue, take out the wall blasters. 16 00:02:58,760 --> 00:03:01,885 Gambit, disable the targeting cameras. 17 00:03:13,593 --> 00:03:15,718 What're we going to do now, sugar? 18 00:03:15,718 --> 00:03:19,968 You three, stop the walls. I shall slow the ceiling. 19 00:03:23,468 --> 00:03:25,468 That sucker's thick. 20 00:03:29,010 --> 00:03:31,426 How do you fight a whole room? 21 00:03:35,885 --> 00:03:37,718 Make it stop. 22 00:03:39,718 --> 00:03:41,135 Storm. 23 00:03:41,135 --> 00:03:42,260 Stop! 24 00:03:43,301 --> 00:03:46,010 Make it stop, please. 25 00:03:47,010 --> 00:03:49,010 Make it stop. 26 00:03:49,010 --> 00:03:53,260 - Somebody get to her before... Please, make it stop. 27 00:03:57,718 --> 00:03:58,885 Storm. 28 00:04:02,301 --> 00:04:03,718 Storm! 29 00:04:12,260 --> 00:04:14,593 Storm, are you okay? 30 00:04:14,593 --> 00:04:17,218 You're just saving your good moves for next time. 31 00:04:20,635 --> 00:04:23,635 I do not desire to lead, Professor. 32 00:04:23,635 --> 00:04:26,426 My claustrophobia puts the others at risk. 33 00:04:26,426 --> 00:04:29,718 When the time comes, Storm, it may not be a matter of choice. 34 00:04:31,218 --> 00:04:34,385 Wolverine, you're supposed to be resting. 35 00:04:34,385 --> 00:04:36,385 Even you can't heal this fast. 36 00:04:37,468 --> 00:04:39,301 Don't bet on it, Red. 37 00:04:39,301 --> 00:04:41,176 Sabretooth nearly killed you. 38 00:04:41,176 --> 00:04:43,510 Someday I'll learn not to let my guard down. 39 00:04:43,510 --> 00:04:45,718 - Oh, no. 40 00:04:47,385 --> 00:04:48,885 Jean... 41 00:04:48,885 --> 00:04:51,635 I've... got to go. Uh... 42 00:04:52,635 --> 00:04:54,468 Cyclops is waiting for me. 43 00:04:54,468 --> 00:04:55,760 So am I. 44 00:05:07,385 --> 00:05:09,593 Ground control to Cyclops. 45 00:05:09,593 --> 00:05:12,218 - Huh? What did you say? - What's with you? 46 00:05:12,218 --> 00:05:15,760 We finally get a night out together, and you're a million miles away. 47 00:05:15,760 --> 00:05:19,385 You know, to me, being an X-Man is the most important job in the world. 48 00:05:21,343 --> 00:05:24,593 That's why I can't bear the thought of letting Professor Xavier down. 49 00:05:24,593 --> 00:05:27,760 And it's making you crazy. You're doing the best you can, 50 00:05:27,760 --> 00:05:30,426 but you're no good to the Professor when you're like this. 51 00:05:30,426 --> 00:05:33,885 Relax a little. For the good of the team. 52 00:05:38,968 --> 00:05:40,468 You're absolutely right. 53 00:05:41,593 --> 00:05:45,426 From this moment on, my mind is on nothing but you. 54 00:05:56,260 --> 00:05:58,093 Let go of my fruit. 55 00:05:58,093 --> 00:06:01,010 Hey. It's one of those mutants. Somebody grab him. 56 00:06:03,218 --> 00:06:04,426 Help. 57 00:06:04,426 --> 00:06:05,885 What's he doing to us? 58 00:06:06,843 --> 00:06:07,885 Grab him quick. 59 00:06:09,260 --> 00:06:10,885 Don't let him get away. 60 00:06:10,885 --> 00:06:12,843 We've got to do something before they hurt him. 61 00:06:12,843 --> 00:06:14,301 So much for our night off. 62 00:06:22,260 --> 00:06:25,593 We'll teach you to hunt us like animals. 63 00:06:43,635 --> 00:06:45,093 Who are they? 64 00:06:47,593 --> 00:06:49,176 Must be mutants. 65 00:06:49,176 --> 00:06:51,760 Pay the price for attacking Morlocks. 66 00:06:55,135 --> 00:06:58,718 They're dangerous. We're going to have to protect the crowd from them. 67 00:07:17,093 --> 00:07:18,885 I don't think so, buddy. 68 00:07:25,468 --> 00:07:27,218 I better not try that again. 69 00:07:27,218 --> 00:07:29,010 Without my visor, I can't control these things. 70 00:07:31,010 --> 00:07:36,593 Sleep. I need to sleep. 71 00:07:36,593 --> 00:07:39,343 Must sleep. 72 00:07:39,968 --> 00:07:41,593 Sleep. 73 00:07:41,593 --> 00:07:44,301 - I'm ready to sleep. I need to sleep. 74 00:07:44,301 --> 00:07:48,468 Must sleep. Must sleep. 75 00:07:48,468 --> 00:07:50,760 I need to sleep. 76 00:07:53,426 --> 00:07:56,176 Good work, Annalee. You'll be rewarded. 77 00:07:56,176 --> 00:07:58,301 Sunder, take them below. 78 00:08:16,885 --> 00:08:18,885 Where the heck are the lovebirds? 79 00:08:18,885 --> 00:08:21,718 Who cares? Let 'em be alone for a change. 80 00:08:28,593 --> 00:08:30,468 Who dropped the house on me? 81 00:08:31,301 --> 00:08:34,885 Hey! Where am I? 82 00:08:34,885 --> 00:08:36,635 Thanks for trying to help me up there. 83 00:08:36,635 --> 00:08:39,343 Who are you? My glasses. 84 00:08:40,260 --> 00:08:41,718 What happened to my power? 85 00:08:41,718 --> 00:08:44,260 You help Leech, Leech help you. 86 00:08:44,260 --> 00:08:46,260 You see better now, for a while. 87 00:08:59,885 --> 00:09:01,260 Welcome, 88 00:09:04,218 --> 00:09:07,635 pretty one. I am Callisto. 89 00:09:07,635 --> 00:09:10,010 You've already met some of my tribe. 90 00:09:11,010 --> 00:09:15,468 We Morlocks are outcasts, mutants too deformed and unsightly 91 00:09:15,468 --> 00:09:18,010 to pass for human on the surface world. 92 00:09:18,010 --> 00:09:21,426 Unlike you, we have no choice but to dwell here, 93 00:09:21,426 --> 00:09:23,885 away from those who fear us. 94 00:09:23,885 --> 00:09:26,885 When I saw your bravery and leadership, 95 00:09:26,885 --> 00:09:32,218 I knew it was my destiny to have one such as you to rule beside me. 96 00:09:39,885 --> 00:09:43,718 That is why I sent this one into trouble to help show you the way. 97 00:09:43,718 --> 00:09:47,426 Right. Where's Jean? 98 00:09:47,426 --> 00:09:50,343 When you agree to stay. 99 00:09:50,343 --> 00:09:51,718 Sorry. Not interested. 100 00:09:51,718 --> 00:09:54,010 That wasn't a request. 101 00:09:54,010 --> 00:09:58,343 Sunlight fuels my power. I won't be much good to you down here. 102 00:09:58,343 --> 00:10:00,885 Do I look like I need a protector? 103 00:10:01,885 --> 00:10:05,093 To serve my people, I need a companion. 104 00:10:05,093 --> 00:10:08,885 Someone to provide me an heir. 105 00:10:08,885 --> 00:10:11,885 So take out an ad. Now where's Jean? 106 00:10:11,885 --> 00:10:13,301 Sunder. 107 00:10:14,593 --> 00:10:17,426 Does this help change your mind? 108 00:10:17,426 --> 00:10:21,343 - Jean. - He refuses me. Destroy her. 109 00:10:23,635 --> 00:10:25,593 - Forget it, lady. - Hey! 110 00:10:28,385 --> 00:10:30,426 Scott's my date. 111 00:10:34,593 --> 00:10:36,593 Guards, restrain her! 112 00:10:37,468 --> 00:10:40,760 Professor. We need you. We've been captured. 113 00:10:40,760 --> 00:10:43,010 Jean, where are you? 114 00:10:43,010 --> 00:10:44,426 Jean? 115 00:10:47,135 --> 00:10:48,135 Let her go! 116 00:10:49,968 --> 00:10:53,135 That was very stupid. 117 00:10:53,135 --> 00:10:57,010 Stop it, you idiot. I need him alive. 118 00:11:04,218 --> 00:11:08,010 This is as close as I can pinpoint their location. 119 00:11:13,885 --> 00:11:16,093 Storm? - I am fine. 120 00:11:16,093 --> 00:11:17,635 We must find them. 121 00:11:17,635 --> 00:11:20,468 Gal, it's tight down here. 122 00:11:20,468 --> 00:11:21,635 If things get rough— 123 00:11:21,635 --> 00:11:23,760 Can it, Cajun. It's her call. 124 00:11:27,343 --> 00:11:28,385 Which way? 125 00:11:39,218 --> 00:11:42,426 Scott and Jean pick one strange romantic hideaway, no? 126 00:11:42,426 --> 00:11:45,968 Shut up. I'm getting a scent. 127 00:11:45,968 --> 00:11:48,593 Someone may be tracking us. 128 00:11:48,593 --> 00:11:50,010 Hold it. 129 00:11:52,885 --> 00:11:54,635 Roaches grow big down here. 130 00:12:02,010 --> 00:12:04,010 Sticky situation, mon ami. 131 00:12:05,593 --> 00:12:07,343 Not for long. 132 00:12:22,510 --> 00:12:25,176 Help her. She not going to make it. 133 00:12:26,010 --> 00:12:27,593 Let her ask. 134 00:12:38,760 --> 00:12:41,093 - Jean. - Mommy? 135 00:12:41,718 --> 00:12:44,510 Who are these bad people? 136 00:12:44,510 --> 00:12:47,843 Leave me alone with my daughter. 137 00:12:47,843 --> 00:12:53,260 Make them go away. Please, Mommy. 138 00:12:53,260 --> 00:12:57,968 Lady, you picked the wrong girl to adopt. 139 00:12:57,968 --> 00:13:02,885 Please. No. Covered with scorpions. 140 00:13:02,885 --> 00:13:06,260 - Covered with scorpions. - No. 141 00:13:06,260 --> 00:13:07,760 Covered with scorpions. 142 00:13:08,260 --> 00:13:09,968 Get them off me. 143 00:13:09,968 --> 00:13:12,010 What're you doing to my head? 144 00:13:19,385 --> 00:13:24,093 Jean, you okay? Don't worry. I'm here. 145 00:13:24,093 --> 00:13:29,301 Where am I? What's hap— Cyclops. 146 00:13:29,301 --> 00:13:30,635 We've got to help him. 147 00:13:30,635 --> 00:13:32,468 You're too late, X-Men. 148 00:13:32,468 --> 00:13:34,343 No one can help him now. 149 00:13:36,968 --> 00:13:40,593 Cyclops. Oh, no. 150 00:13:47,176 --> 00:13:49,760 Your leader was a great warrior. 151 00:13:49,760 --> 00:13:51,301 We mourn his loss. 152 00:13:51,301 --> 00:13:53,468 My Morlocks will provide 153 00:13:53,468 --> 00:13:55,426 safe passage to the surface world. 154 00:13:57,426 --> 00:13:59,010 Great warrior, eh? 155 00:14:00,301 --> 00:14:03,468 How about we take him back in pieces? 156 00:14:03,468 --> 00:14:05,343 Wolverine, no, don't. 157 00:14:10,593 --> 00:14:15,593 Cyke has his problems, but he don't smell like a Morlock. 158 00:14:15,593 --> 00:14:19,593 Looks like we're going to have to persuade them to give him back. 159 00:14:19,593 --> 00:14:22,843 Fools. You can't fight us here. 160 00:14:31,426 --> 00:14:34,093 You all need to brush up on your hospitality. 161 00:14:35,093 --> 00:14:38,718 Stay together. Do not let them divide us. 162 00:14:47,301 --> 00:14:51,010 Here is mud in your eyes, messubterranean freres. 163 00:14:51,010 --> 00:14:53,885 Come down here and fight me fair. 164 00:14:53,885 --> 00:14:56,135 That fair enough? 165 00:14:58,385 --> 00:15:00,260 Come on, lady. 166 00:15:03,593 --> 00:15:04,760 You can do better than... 167 00:15:06,301 --> 00:15:08,718 That's more like it. Huh? 168 00:15:10,718 --> 00:15:13,301 Oh, I love it when they play hard to get. 169 00:15:24,885 --> 00:15:26,426 Nice shooting. 170 00:15:26,426 --> 00:15:27,468 Huh? 171 00:15:28,135 --> 00:15:29,426 Where'd she go? 172 00:15:30,343 --> 00:15:31,718 Don't tell me you missed me? 173 00:15:31,718 --> 00:15:35,135 Hey! Get off of me! 174 00:15:35,135 --> 00:15:36,635 Sure, sugar. 175 00:15:41,343 --> 00:15:44,426 Stay back, old woman. You gonna get hurt. 176 00:15:44,426 --> 00:15:48,135 I'm feeling fine, dearie. 177 00:15:48,135 --> 00:15:50,718 But you don't look so good. What's wrong? 178 00:15:50,718 --> 00:15:52,843 Got a touch of the plague? 179 00:15:54,843 --> 00:15:56,885 Quickly. Get her off of him. 180 00:16:02,718 --> 00:16:05,385 The fever... 181 00:16:05,385 --> 00:16:08,593 That old gal got you bad. Storm! 182 00:16:08,593 --> 00:16:11,010 Get him back to the mansion immediately. 183 00:16:11,010 --> 00:16:12,135 You got it. 184 00:16:16,343 --> 00:16:18,218 - Jean! 185 00:16:19,385 --> 00:16:20,843 Put me down. 186 00:16:28,135 --> 00:16:31,885 Run all you like, lady. I like to hunt. 187 00:16:34,885 --> 00:16:37,010 Cyclops. 188 00:16:41,468 --> 00:16:44,968 I could make a couple of women real sad right now, 189 00:16:44,968 --> 00:16:49,176 but if there's one thing I can't stand, it's seeing Jean cry. 190 00:16:55,468 --> 00:17:00,593 So, he loves the woman. You know what to do. 191 00:17:00,593 --> 00:17:03,593 See if you can contact Wolverine telepathically. 192 00:17:03,593 --> 00:17:06,010 Don't bother. Blow those slugs off, 193 00:17:06,010 --> 00:17:07,885 and let's bust out of this puke hole. 194 00:17:07,885 --> 00:17:12,885 So close, so tight. So tight... 195 00:17:12,885 --> 00:17:15,260 Now for the animal. 196 00:17:15,260 --> 00:17:19,718 You. Keeping me from what is mine. 197 00:17:19,718 --> 00:17:23,135 You. Keeping me from what's mine. 198 00:17:24,718 --> 00:17:25,760 Wolverine! 199 00:17:28,176 --> 00:17:29,468 Fight it, Wolverine. 200 00:17:32,176 --> 00:17:35,510 She's making you love her. 201 00:17:35,510 --> 00:17:41,218 - Making you weaker. - No. I can't. 202 00:17:48,510 --> 00:17:51,885 Anyone moves, and Cyclops is gone. 203 00:17:51,885 --> 00:17:55,718 At my order, destroy the X-Men 204 00:17:55,718 --> 00:18:00,718 one at a time, until their leader agrees to my terms. 205 00:18:00,718 --> 00:18:04,010 Now we shall decide it, Callisto. 206 00:18:04,010 --> 00:18:06,593 You and I. Now. 207 00:18:06,593 --> 00:18:10,718 For Cyclops and for the leadership of the Morlocks. 208 00:18:10,718 --> 00:18:12,968 Storm, are you nuts? 209 00:18:12,968 --> 00:18:17,760 Refuse me and lose the respect of your tribe. Well? 210 00:18:17,760 --> 00:18:20,843 Use your mutant powers in any way, 211 00:18:20,843 --> 00:18:23,468 a crack of thunder, the slightest breeze, 212 00:18:23,468 --> 00:18:25,635 and my Morlocks will kill your people. 213 00:18:27,343 --> 00:18:28,468 Agreed. 214 00:18:34,885 --> 00:18:37,635 - Storm grunts] - You're slow, Storm. 215 00:18:37,635 --> 00:18:40,176 Surface life make you soft? 216 00:18:45,010 --> 00:18:46,343 Keep your head, lady. 217 00:18:58,593 --> 00:19:00,301 You've lost. 218 00:19:00,301 --> 00:19:02,135 Callisto. 219 00:19:02,135 --> 00:19:03,760 But you shall not die. 220 00:19:05,176 --> 00:19:07,843 Killing is not the X-Men's way. 221 00:19:08,635 --> 00:19:13,760 Morlocks... you no longer need to live in darkness. 222 00:19:14,385 --> 00:19:17,885 As your leader, I offer you safe haven 223 00:19:17,885 --> 00:19:20,426 at the mansion with the X-Men. 224 00:19:20,426 --> 00:19:22,760 You are outcasts no more. 225 00:19:23,593 --> 00:19:26,093 Our place is down here. 226 00:19:26,093 --> 00:19:29,135 We can't live among normal humans. 227 00:19:29,135 --> 00:19:31,885 When humanity accepts mutantkind, 228 00:19:31,885 --> 00:19:34,426 then we will come to the surface. 229 00:19:34,426 --> 00:19:37,635 When such acceptance is achieved, 230 00:19:37,635 --> 00:19:39,468 I shall return to you. 231 00:19:39,468 --> 00:19:42,176 Until then, Callisto will rule in my place. 232 00:19:51,885 --> 00:19:55,426 Jean? Did I miss something? 233 00:19:55,426 --> 00:19:57,635 Oh, nothing much. 234 00:19:57,635 --> 00:20:00,885 I never dreamed you had such beautiful eyes. 235 00:20:06,385 --> 00:20:07,843 How's Gambit doing? 236 00:20:07,843 --> 00:20:10,218 Recuperating nicely. 237 00:20:10,218 --> 00:20:13,510 It's almost as miraculous as your return from the dead. 238 00:20:13,510 --> 00:20:17,885 I take it your date was sufficiently memorable. 239 00:20:17,885 --> 00:20:20,760 Yeah. Now all we need is a vacation. 240 00:20:20,760 --> 00:20:24,510 Jean tells me you acquitted yourself well as field commander. 241 00:20:24,510 --> 00:20:27,301 The entire team nearly perished. 242 00:20:27,301 --> 00:20:31,343 But they didn't, and I think I have you to thank for that. 243 00:20:32,760 --> 00:20:36,218 Wolverine? Jean and I wanted to thank you for... 244 00:20:38,593 --> 00:20:39,593 He's gone.