1 00:00:01,718 --> 00:00:03,176 Previously onX-Men... 2 00:00:03,718 --> 00:00:05,885 I don't wanna live my whole life 3 00:00:05,885 --> 00:00:08,385 without knowing what it's like to touch another human being. 4 00:00:08,385 --> 00:00:10,010 What's wrong, chere? 5 00:00:10,010 --> 00:00:12,260 You know what happens when I touch somebody! 6 00:00:12,260 --> 00:00:13,843 You wanna end up in the hospital? 7 00:00:13,843 --> 00:00:15,593 Maybe it's worth it, no? 8 00:00:15,593 --> 00:00:17,343 You're not going to like this, but... 9 00:00:21,010 --> 00:00:24,468 Don't worry, I won't tell Jean. I just hope... 10 00:00:27,635 --> 00:00:30,093 I absorbed your power when I touched you. 11 00:00:30,093 --> 00:00:32,343 I mean, how do I turn this darn thing off? 12 00:00:32,343 --> 00:00:36,301 Maybe you just want me to wake you up with a kiss. 13 00:00:39,885 --> 00:00:44,426 Some mutants might welcome the chance to become normal. 14 00:00:44,426 --> 00:00:46,135 Yeah. Who? 15 00:00:46,135 --> 00:00:48,510 No deserters in this crowd. 16 00:02:11,593 --> 00:02:13,593 Give me that umbrella, lady. 17 00:02:32,593 --> 00:02:34,885 You said you had a gift for me. 18 00:02:37,010 --> 00:02:41,093 MR. Yes. One day I will ask for repayment. 19 00:02:41,093 --> 00:02:42,760 Well? 20 00:02:42,760 --> 00:02:47,301 Dr. Charles Xavier is no longer with the X-Men. 21 00:02:47,301 --> 00:02:49,468 I can't believe it! 22 00:02:49,468 --> 00:02:51,635 Like sheep without a shepherd, 23 00:02:51,635 --> 00:02:54,301 they become lambs to the slaughter. 24 00:02:54,301 --> 00:02:58,593 Defeat them and you can reclaim your daughter. 25 00:03:36,176 --> 00:03:40,218 Nice work, Avalanche, old stick. Allow me. 26 00:03:45,968 --> 00:03:50,093 Oh, boy! Tutti-frutti! 27 00:03:55,010 --> 00:03:57,176 This job ain't half bad! 28 00:04:07,885 --> 00:04:10,385 Storm, Rogue, what do you see? 29 00:04:12,385 --> 00:04:15,510 A fat boy and a pair of juvenile delinquents. 30 00:04:15,510 --> 00:04:17,718 Old buddies from Muir Island. 31 00:04:17,718 --> 00:04:19,426 We're moving in. 32 00:04:19,426 --> 00:04:22,885 Ah-ha! Here come those tedious teacher's pets. 33 00:04:22,885 --> 00:04:25,593 Our job is done. Let's go. 34 00:04:25,593 --> 00:04:28,260 But I want a shot at those X-Geeks. 35 00:04:28,260 --> 00:04:30,718 Money ain't everything, you know. 36 00:04:31,718 --> 00:04:33,385 Suit yourself. 37 00:04:37,260 --> 00:04:39,885 No! You can't have any! 38 00:04:44,760 --> 00:04:47,426 And I just washed this uniform. 39 00:04:47,426 --> 00:04:50,301 (GASPS) Why is that gal staring at me? 40 00:04:52,593 --> 00:04:54,301 Rogue! What's the matter? 41 00:04:54,301 --> 00:04:55,343 Rogue! 42 00:05:04,176 --> 00:05:07,010 You! No! 43 00:05:07,010 --> 00:05:08,593 (PANTING) Get away from me! 44 00:05:12,635 --> 00:05:14,426 Who, chere? Who'd you see? 45 00:05:16,135 --> 00:05:19,760 - Guess I had one of them flashes. - Flashes? 46 00:05:19,760 --> 00:05:21,301 Last few weeks. 47 00:05:21,301 --> 00:05:23,468 Since the Professor disappeared. 48 00:05:23,468 --> 00:05:25,301 Can you remember what Professor Xavier 49 00:05:25,301 --> 00:05:26,635 was working on with you? 50 00:05:26,635 --> 00:05:28,385 Not exactly. 51 00:05:28,385 --> 00:05:30,510 I know he blocked out a whole bunch of memories. 52 00:05:32,176 --> 00:05:35,343 Scott, I ran a computer search on that woman Rogue saw. 53 00:05:36,968 --> 00:05:38,718 She really gets around. 54 00:05:40,593 --> 00:05:43,010 It's almost like she wants us to see her. 55 00:05:45,260 --> 00:05:47,010 You remember anything about her? 56 00:05:47,010 --> 00:05:48,093 Uh... 57 00:05:48,468 --> 00:05:49,593 I don't know. 58 00:05:52,468 --> 00:05:54,260 Rogue! What is it? 59 00:05:54,260 --> 00:05:56,468 (GROANING) I'm fine. 60 00:05:56,468 --> 00:05:57,885 I just need some air. 61 00:06:04,385 --> 00:06:07,135 Can't keep me bottled up in there forever. 62 00:06:07,135 --> 00:06:09,593 Leave me alone! 63 00:06:16,176 --> 00:06:19,260 Wolverine! I'm sorry! 64 00:06:19,260 --> 00:06:21,385 Way to go, Rogie-roo! 65 00:06:21,385 --> 00:06:22,593 Get away! 66 00:06:25,843 --> 00:06:30,135 Oh. Careful, chere. Gambit just trying to help. 67 00:06:30,885 --> 00:06:34,385 Just... Just stay away. All of you! 68 00:06:37,093 --> 00:06:38,135 Jean! 69 00:06:45,468 --> 00:06:46,468 Rogue? 70 00:06:47,385 --> 00:06:48,468 Cyclops! 71 00:06:49,468 --> 00:06:50,968 I need to talk to... 72 00:06:50,968 --> 00:06:53,385 Hey, girlfriend, miss me? 73 00:06:54,010 --> 00:06:56,760 Stop haunting me! 74 00:07:01,468 --> 00:07:03,468 Where am I? 75 00:07:03,468 --> 00:07:06,468 In the lower depths of your mind, where you put me. 76 00:07:06,468 --> 00:07:09,010 I wanted you to see what you had done! 77 00:07:09,010 --> 00:07:12,885 Who are you? Why are you doing this to me? 78 00:07:12,885 --> 00:07:15,718 You took away my life! 79 00:07:22,718 --> 00:07:24,843 Get away from me! 80 00:07:25,843 --> 00:07:28,426 Calm down, Rogue. Jean's here. 81 00:07:29,260 --> 00:07:30,593 Tell us what's going on. 82 00:07:31,426 --> 00:07:34,718 (IN OTHER WOMAN'S VOICE) What is this place? Who are you people? 83 00:07:34,718 --> 00:07:37,510 Everything's going to be all right, Rogue. 84 00:07:37,510 --> 00:07:39,760 (NORMAL VOICE) No! Get away! 85 00:07:42,510 --> 00:07:44,135 Rogue! Stop it! 86 00:07:49,176 --> 00:07:50,885 What are you doing? 87 00:07:52,010 --> 00:07:53,718 Get out of my head! 88 00:07:53,718 --> 00:07:55,301 I'm probing her mind. 89 00:07:56,968 --> 00:07:59,010 There's another presence in there. 90 00:08:16,010 --> 00:08:18,093 Jean, get Storm to follow her. 91 00:08:18,093 --> 00:08:20,093 We have to be prepared for anything. 92 00:08:30,635 --> 00:08:34,468 Storm to Cyclops. Rogue is moving toward the Statue of Liberty. 93 00:08:34,468 --> 00:08:35,885 Acknowledged. 94 00:08:38,468 --> 00:08:41,468 (SOBBING) I'm... I'm scared, Storm. 95 00:08:41,468 --> 00:08:42,885 Let us help you. 96 00:08:44,468 --> 00:08:46,718 Only Professor X could have helped me. 97 00:08:47,343 --> 00:08:50,885 And he's gone now, maybe forever. 98 00:08:50,885 --> 00:08:52,343 Trust us, Rogue. 99 00:08:52,343 --> 00:08:54,468 We shall find a way to help you. 100 00:08:54,468 --> 00:08:59,010 Forget it, Rogue. You're mine now! 101 00:08:59,010 --> 00:09:00,385 No! 102 00:09:00,385 --> 00:09:02,093 Rogue, wait! 103 00:09:05,510 --> 00:09:07,385 Storm to Cyclops. 104 00:09:07,385 --> 00:09:09,593 I had her for a moment, but she fled. 105 00:09:09,593 --> 00:09:11,218 I am following her. 106 00:09:13,301 --> 00:09:17,260 Come find me, Rogue, I'm inside. 107 00:09:17,718 --> 00:09:19,176 Inside where? 108 00:09:19,176 --> 00:09:22,593 The hospital, where you put me. 109 00:09:22,593 --> 00:09:25,968 Then I'm gonna come down and shut you up! 110 00:09:34,176 --> 00:09:37,968 Finally, she is ready to come back to me. 111 00:09:37,968 --> 00:09:40,468 Rogue? Where are you? 112 00:09:41,135 --> 00:09:43,468 Storm! I'm down here! 113 00:09:46,593 --> 00:09:49,593 Thank goodness. I was worried. 114 00:09:49,593 --> 00:09:52,885 Maybe you ought to worry about yourself. 115 00:09:59,135 --> 00:10:02,301 I admire your subtlety, Blob. 116 00:10:03,468 --> 00:10:05,593 This is Storm. Code Red! 117 00:10:05,593 --> 00:10:07,885 Report to Midtown Hospital immediately! 118 00:10:10,885 --> 00:10:12,843 This is our Jane Doe. 119 00:10:12,843 --> 00:10:14,885 We call her Sleeping Beauty. 120 00:10:14,885 --> 00:10:17,426 You see this brain activity monitor? 121 00:10:17,426 --> 00:10:19,718 No change since she's been here. 122 00:10:22,593 --> 00:10:24,135 What's up? 123 00:10:24,135 --> 00:10:25,885 Revenge! 124 00:10:26,593 --> 00:10:28,010 What the... 125 00:10:31,843 --> 00:10:33,218 You missed us? 126 00:10:34,885 --> 00:10:38,426 You stole something very important from me. 127 00:10:38,426 --> 00:10:41,010 And now you're going to pay! 128 00:10:43,468 --> 00:10:47,135 Rock and roll, X-Fools! 129 00:10:48,718 --> 00:10:51,468 Thanks for shutting that jerk up. 130 00:10:51,468 --> 00:10:53,010 We gotta find Storm. 131 00:11:03,468 --> 00:11:04,885 Nice kitty cat. 132 00:11:06,010 --> 00:11:07,635 Keep them busy! 133 00:11:08,843 --> 00:11:11,426 Don't gotta ask me twice! 134 00:11:21,176 --> 00:11:23,426 Looks like your gut could use a trim! 135 00:11:23,426 --> 00:11:24,635 Huh? 136 00:11:26,426 --> 00:11:28,843 Is that supposed to hurt? 137 00:11:28,843 --> 00:11:31,468 Eat some sidewalk. 138 00:11:31,468 --> 00:11:32,760 Needs salt. 139 00:11:34,468 --> 00:11:38,635 Hey, who ordered the hurricane? 140 00:11:46,468 --> 00:11:48,635 They were just a mere distraction. 141 00:11:48,635 --> 00:11:50,135 We must search the hospital. 142 00:11:50,135 --> 00:11:52,176 A shape-shifter is after Rogue. 143 00:11:53,010 --> 00:11:55,385 Why'd you bring me to this hospital? 144 00:11:55,385 --> 00:11:58,468 There ain't nothing you can show me that... Hey! 145 00:12:07,010 --> 00:12:08,593 Where are you? 146 00:12:08,593 --> 00:12:11,718 Who are you? What are you doing in my mind? 147 00:12:13,468 --> 00:12:14,843 Now I got... 148 00:12:16,218 --> 00:12:17,468 What's going on here? 149 00:12:18,343 --> 00:12:22,718 Mystique, I ought to knock you three ways from Sunday! 150 00:12:22,718 --> 00:12:24,718 Why have you been doing this to me? 151 00:12:24,718 --> 00:12:26,301 To get close to her. 152 00:12:26,301 --> 00:12:28,260 To help you remember the past 153 00:12:28,260 --> 00:12:31,010 that Professor Xavier purged from your memory. 154 00:12:31,010 --> 00:12:33,885 Why do you care what I know about my past? 155 00:12:33,885 --> 00:12:36,093 Touch me and remember. 156 00:12:48,718 --> 00:12:50,343 You ever been kissed, girl? 157 00:12:51,468 --> 00:12:53,635 I'm beginning to think I never will be. 158 00:12:53,635 --> 00:12:56,718 Cody! My first boyfriend. 159 00:12:56,718 --> 00:12:59,718 That's when I felt my... My powers. 160 00:13:01,343 --> 00:13:04,010 My own flesh and blood, a mutant! 161 00:13:04,010 --> 00:13:05,885 Daddy, please... 162 00:13:05,885 --> 00:13:09,010 You're a disgrace! I'm ashamed to be seen with you! 163 00:13:10,301 --> 00:13:14,010 You ain't my daughter. Not anymore. 164 00:13:15,010 --> 00:13:16,218 Daddy. 165 00:13:18,093 --> 00:13:19,343 Daddy. 166 00:13:24,718 --> 00:13:25,885 I had no choice. 167 00:13:27,010 --> 00:13:28,135 I had to leave. 168 00:13:29,718 --> 00:13:32,968 I had no one to turn to until... 169 00:13:33,718 --> 00:13:37,760 You look like you could use a meal and a hot bath. 170 00:13:37,760 --> 00:13:40,385 You taught me everything about my mutant powers. 171 00:13:43,510 --> 00:13:47,176 How I could steal people's memories. And their powers. 172 00:13:51,510 --> 00:13:53,510 You training me for what you said would be 173 00:13:53,510 --> 00:13:56,093 the most important day of my life. 174 00:13:57,343 --> 00:13:59,635 I'm lost. Could you help me? 175 00:14:08,760 --> 00:14:11,843 Initiating takeoff procedure now! 176 00:14:12,718 --> 00:14:14,176 It's Miss Marvel! 177 00:14:14,176 --> 00:14:17,093 That's Ms. Marvel to you, round boy! 178 00:14:24,010 --> 00:14:26,468 You won't stop me this time! 179 00:14:26,468 --> 00:14:31,593 If my guess is right, my daughter has a serious surprise for you. 180 00:14:51,718 --> 00:14:52,968 Grab her, Rogue! 181 00:14:57,343 --> 00:14:59,135 What are you doing? 182 00:15:00,510 --> 00:15:04,468 Momma, something's wrong! I want to let go. 183 00:15:04,468 --> 00:15:07,843 No! Hold on! No matter what! 184 00:15:07,843 --> 00:15:09,635 But something's happening, Momma. 185 00:15:10,760 --> 00:15:12,093 I'm scared! 186 00:15:14,010 --> 00:15:15,885 Don't let go! 187 00:15:32,718 --> 00:15:34,635 Why did I have to hold on, Momma? 188 00:15:34,635 --> 00:15:36,468 It felt bad. 189 00:15:36,468 --> 00:15:38,468 I wonder who she is. 190 00:15:42,135 --> 00:15:44,260 How could you do that to me, Momma? 191 00:15:44,260 --> 00:15:46,343 Didn't I love you enough? 192 00:15:46,343 --> 00:15:48,468 You knew what would happen next. 193 00:15:48,468 --> 00:15:50,593 I had Ms. Marvel's super strength 194 00:15:50,593 --> 00:15:52,968 and her ability to fly, permanently. 195 00:15:52,968 --> 00:15:54,468 But that wasn't all. 196 00:15:57,760 --> 00:16:01,093 I also had her mind trapped inside me. 197 00:16:01,093 --> 00:16:02,968 That's when the spells started. 198 00:16:02,968 --> 00:16:08,510 You stole my powers. You stole my life! 199 00:16:15,718 --> 00:16:17,968 Rogue, what's wrong? 200 00:16:17,968 --> 00:16:21,218 Nothing, Momma. I'll be all right. 201 00:16:21,218 --> 00:16:23,468 But I wasn't. 202 00:16:23,468 --> 00:16:26,010 For the second time, I had to leave the place I called home. 203 00:16:26,010 --> 00:16:28,301 And that's when he called out to me. 204 00:16:28,301 --> 00:16:29,385 Mutant. 205 00:16:30,385 --> 00:16:31,718 Mutant. 206 00:16:36,010 --> 00:16:39,760 I feel your pain. Let me help you. 207 00:16:44,010 --> 00:16:47,718 In order for you to heal, you must forget. 208 00:16:47,718 --> 00:16:49,218 I can't! 209 00:16:49,218 --> 00:16:51,426 What's gonna happen to Ms. Marvel? 210 00:16:51,426 --> 00:16:55,385 I'm sorry, Rogue, but I cannot return her to her real body. 211 00:16:55,385 --> 00:16:59,385 For now I can only quiet her, for both your sakes. 212 00:17:00,010 --> 00:17:03,010 That is how I lost you to Xavier. 213 00:17:03,010 --> 00:17:05,885 I swore one day I'd get you back. 214 00:17:05,885 --> 00:17:08,843 Today is that day, my daughter. 215 00:17:08,843 --> 00:17:10,593 You used me! 216 00:17:10,593 --> 00:17:13,593 I was just a weapon for you against Ms. Marvel! 217 00:17:14,260 --> 00:17:16,260 What's happening to me? 218 00:17:16,260 --> 00:17:18,510 You still have my shape-shifting power. 219 00:17:18,510 --> 00:17:22,010 It will fade soon, but you can't control it. 220 00:17:22,010 --> 00:17:26,010 I'm taking over this mind and this body. 221 00:17:26,885 --> 00:17:30,468 Finally, Ms. Marvel is reborn! 222 00:17:30,468 --> 00:17:32,010 Where's Rogue? 223 00:17:32,010 --> 00:17:33,010 Chere! 224 00:17:33,010 --> 00:17:35,260 Somebody make her stop! 225 00:17:35,260 --> 00:17:36,968 No! Fight her! 226 00:17:39,135 --> 00:17:40,885 Storm! 227 00:17:40,885 --> 00:17:43,010 They will not get away! 228 00:17:45,968 --> 00:17:48,635 Cyclops, I cannot catch them! 229 00:17:48,635 --> 00:17:50,343 (TELEPATHIC) Don't worry, Storm. 230 00:17:50,343 --> 00:17:53,343 I am monitoring all of you through Cerebro. 231 00:17:53,760 --> 00:17:56,593 You can't catch up with her body, 232 00:17:56,593 --> 00:18:01,010 but, with Cerebro's help, I can catch up with her mind. 233 00:18:01,010 --> 00:18:05,218 Rogue, let me inside your mind. 234 00:18:05,218 --> 00:18:08,260 Rogue, where are you? 235 00:18:08,260 --> 00:18:11,260 Go away! You have no business here! 236 00:18:11,885 --> 00:18:13,885 Let go of her! 237 00:18:13,885 --> 00:18:16,885 MS.I've been waiting a long time for this, sister! 238 00:18:22,010 --> 00:18:24,510 This is only happening in my mind. 239 00:18:24,510 --> 00:18:27,468 MS. That's exactly why it's real. 240 00:18:27,468 --> 00:18:32,301 When I defeat you here, your mind and body will be mine. 241 00:18:35,718 --> 00:18:41,260 You don't understand. If you destroy her, you're both finished. 242 00:18:41,260 --> 00:18:43,343 Better to have it end like this! 243 00:18:46,468 --> 00:18:50,635 You took away everything I had, everything I ever was! 244 00:18:50,635 --> 00:18:53,760 I'm sorry! I didn't mean to do it. 245 00:18:54,218 --> 00:18:57,385 Sorry doesn't give me back my life! 246 00:18:57,385 --> 00:18:59,468 This ends now! 247 00:18:59,468 --> 00:19:00,510 No! 248 00:19:01,218 --> 00:19:04,135 (SCREAMING) No! 249 00:19:10,468 --> 00:19:14,510 (SOBBING) I'm sorry. I'm so sorry. 250 00:19:17,885 --> 00:19:19,968 She left you no choice. 251 00:19:22,135 --> 00:19:24,885 (TELEPATHIC) Jean to Cyclops. It's over. 252 00:19:24,885 --> 00:19:26,885 Rogue's OK. 253 00:19:27,426 --> 00:19:29,176 What are you doing? 254 00:19:29,176 --> 00:19:30,718 Sorry, Mystique. 255 00:19:30,718 --> 00:19:33,093 Use your pitiful tricks on somebody else. 256 00:19:33,093 --> 00:19:35,010 I belong with the X-Men now. 257 00:19:35,010 --> 00:19:38,260 Xavier's gone. Only I can help you. 258 00:19:38,260 --> 00:19:40,718 Only I could ever help you. 259 00:19:40,718 --> 00:19:42,718 You never loved me. 260 00:19:42,718 --> 00:19:44,843 You only cared about my powers. 261 00:19:44,843 --> 00:19:46,843 You made me worse than a killer! 262 00:19:46,843 --> 00:19:48,968 How can you do this to me? 263 00:19:48,968 --> 00:19:51,593 I raised you like my own. 264 00:19:51,593 --> 00:19:55,885 I ain't your daughter, Mystique. Not anymore. 265 00:20:04,885 --> 00:20:08,176 Well, look at this. I hope you dress up for me. 266 00:20:08,176 --> 00:20:10,385 I'd like to sometime, Gambit. 267 00:20:10,385 --> 00:20:13,843 But I'm spending today with an old friend. 268 00:20:22,260 --> 00:20:26,260 A visitor? You know our Jane Doe? 269 00:20:26,260 --> 00:20:30,468 Her name is Carol Danvers. We were very close.