1
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Previously onX-Men...

2
00:00:03,635 --> 00:00:06,010
Help me,
Charles Xavier.
Help me.

3
00:00:09,301 --> 00:00:11,510
They're coming!

4
00:00:11,510 --> 00:00:15,135
The space shuttle
Starcore is scheduled for
launch tomorrow.

5
00:00:15,135 --> 00:00:18,635
You must find a way
to get aboard that
shuttle.

6
00:00:18,635 --> 00:00:21,260
And go to the Eagle One
space station.

7
00:00:21,260 --> 00:00:26,010
All I can tell
you is that an event
of immense importance

8
00:00:26,010 --> 00:00:29,385
is about
to occur in space.
You must be ready.

9
00:00:29,385 --> 00:00:32,301
Docking
sequence initiated.

10
00:00:32,301 --> 00:00:34,301
- What is it, Jean?
- I don't know.

11
00:00:34,301 --> 00:00:36,718
A trap! Quickly!
Back to the shuttle!

12
00:00:39,593 --> 00:00:43,176
My purpose
here is to intercept
an enemy of my emperor,

13
00:00:43,176 --> 00:00:44,885
the rebel Lilandra.

14
00:00:50,510 --> 00:00:53,426
Agent!
Has Lilandra's
ship been stopped?

15
00:00:53,426 --> 00:00:55,343
Not as yet, Excellency.

16
00:00:55,343 --> 00:00:58,010
But her agents
will soon be
destroyed.

17
00:00:58,010 --> 00:01:00,176
Back to the shuttle!
It's our only chance!

18
00:01:02,093 --> 00:01:04,468
We're going to
fly right through the
energy contrail!

19
00:01:04,468 --> 00:01:08,468
Look like there gonna be
a barbecue and we gonna
be the main course.

20
00:02:24,176 --> 00:02:26,843
I must hold on!

21
00:02:42,135 --> 00:02:45,468
Course correction!
I must...

22
00:02:48,301 --> 00:02:50,885
Scott! Logan!

23
00:02:50,885 --> 00:02:53,593
Someone, help me.

24
00:03:48,426 --> 00:03:52,010
The capsule
appears to have lost
its watertight integrity.

25
00:03:55,510 --> 00:03:57,010
The hatch is jammed!

26
00:03:57,010 --> 00:04:00,260
Not for long.
Hold your breath.

27
00:04:13,176 --> 00:04:14,343
Jean!

28
00:04:16,010 --> 00:04:17,218
Jean!

29
00:04:21,010 --> 00:04:22,468
Jean!

30
00:04:27,426 --> 00:04:29,176
I can't find her!

31
00:04:31,593 --> 00:04:32,843
Jean!

32
00:04:35,301 --> 00:04:36,385
Jean!

33
00:04:43,343 --> 00:04:47,968
I am Phoenix!

34
00:04:47,968 --> 00:04:49,510
Fascinating.

35
00:04:52,593 --> 00:04:54,385
Help me.

36
00:04:54,385 --> 00:04:55,635
Jean!

37
00:05:03,843 --> 00:05:05,510
Jean! Jean!

38
00:05:08,718 --> 00:05:11,010
And the investigation
continues

39
00:05:11,010 --> 00:05:13,301
on what went wrong
with the shuttle's
flight plan—

40
00:05:13,301 --> 00:05:15,218
I thought
we'd lost you.

41
00:05:15,218 --> 00:05:17,760
Then you rose up
out of the water.

42
00:05:17,760 --> 00:05:21,176
You said something,
and then you lost
consciousness.

43
00:05:21,176 --> 00:05:23,760
I don't remember.

44
00:05:23,760 --> 00:05:26,968
How did I survive?
Did I survive?

45
00:05:26,968 --> 00:05:28,843
You're here,
aren't you?

46
00:05:28,843 --> 00:05:34,010
Yes,
but I feel strange,
like I'm someone else.

47
00:05:34,010 --> 00:05:39,343
Like I could reach out
and touch the moon
and crush it in my hand.

48
00:05:39,343 --> 00:05:41,968
Jean,
who is Phoenix?

49
00:05:41,968 --> 00:05:46,760
Phoenix?
Am I Phoenix?

50
00:05:46,760 --> 00:05:51,218
You claimed her identity once
before, Jean, when you rose
not from the ashes,

51
00:05:51,218 --> 00:05:52,718
but from
the depths of
New York Harbor.

52
00:05:52,718 --> 00:05:53,885
I flew?

53
00:05:53,885 --> 00:05:56,301
Yes, Jean.

54
00:05:56,301 --> 00:06:00,218
Some sort of transformation
has taken place that none
of us yet understands.

55
00:06:00,218 --> 00:06:02,343
Until we know
what has happened,

56
00:06:02,343 --> 00:06:05,468
it will be best that you
do not leave the hospital.

57
00:06:13,843 --> 00:06:16,301
I spoke privately
with Dr. Corbeau.

58
00:06:16,301 --> 00:06:19,260
He informed me that NASA
cannot explain the existence

59
00:06:19,260 --> 00:06:23,176
of the alien spacecraft
or the strange readings
we registered

60
00:06:23,176 --> 00:06:25,843
or,
for that matter,
how we survived.

61
00:06:25,843 --> 00:06:28,885
All is being denied to
prevent a public panic.

62
00:06:28,885 --> 00:06:31,093
He also said a number
of governments are
concerned

63
00:06:31,093 --> 00:06:33,760
over new activity
within the vortex.

64
00:06:33,760 --> 00:06:35,468
Another
alien ship
coming through?

65
00:06:35,468 --> 00:06:37,885
So it seems.

66
00:06:37,885 --> 00:06:40,385
It's time you told us
everything you know,
Professor.

67
00:06:40,385 --> 00:06:43,843
I've told you all I can.

68
00:06:43,843 --> 00:06:45,885
All that makes any sense.

69
00:06:45,885 --> 00:06:47,718
That's not good enough!

70
00:06:47,718 --> 00:06:50,010
Jean's lying in there
because you sent us
in blind

71
00:06:50,010 --> 00:06:51,968
against something that
almost destroyed us!

72
00:06:51,968 --> 00:06:53,718
Because you
failed to warn us!

73
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You had all
the information
then available.

74
00:06:55,635 --> 00:06:58,343
A good leader doesn't
have to be warned to
be on his guard!

75
00:06:58,343 --> 00:07:00,593
Are you saying it's my fault
what happened to Jean?

76
00:07:00,593 --> 00:07:02,718
If I might interject.

77
00:07:02,718 --> 00:07:06,385
Concern over Jean's condition
has rendered both of you
irrational.

78
00:07:06,385 --> 00:07:10,385
Neither preparation
nor leadership could have
prevented what occurred.

79
00:07:10,385 --> 00:07:12,593
And now,
if you will excuse me,

80
00:07:14,218 --> 00:07:17,093
I'm eager to examine
the mind-control
implants

81
00:07:17,093 --> 00:07:19,260
removed from the
space station
astronauts.

82
00:07:23,343 --> 00:07:24,885
Fascinating.

83
00:07:46,885 --> 00:07:49,468
I share your concern,
Wolverine.

84
00:07:49,468 --> 00:07:51,968
Jean seems to be
feeling much better.

85
00:07:51,968 --> 00:07:53,593
Why don't you go
see for yourself?

86
00:07:53,593 --> 00:07:55,885
Maybe I don't like hospitals.

87
00:07:55,885 --> 00:08:01,718
Last time I was
on an operating table,
it didn't turn out so well.

88
00:08:01,718 --> 00:08:04,218
Science can wait.

89
00:08:04,218 --> 00:08:08,218
Perhaps a sojourn
to a Manhattan nightspot
might help clear your mind.

90
00:08:08,218 --> 00:08:09,968
Maybe.

91
00:08:09,968 --> 00:08:11,885
(WHISTLES) Taxi!

92
00:08:11,885 --> 00:08:14,301
Driver, my friend and I...

93
00:08:19,635 --> 00:08:23,885
Why is it
always so difficult to
get a cab in New York?

94
00:08:23,885 --> 00:08:26,635
Thanks, Hank.
I think I'll just
spend some time alone.

95
00:08:47,218 --> 00:08:48,468
Not again!

96
00:08:51,385 --> 00:08:54,176
Who are you?

97
00:08:54,176 --> 00:08:55,510
What—

98
00:08:55,510 --> 00:08:58,301
What are you
trying to tell me?

99
00:09:05,468 --> 00:09:09,010
My mind.
Must keep control.

100
00:09:57,885 --> 00:09:59,176
Yuriko!

101
00:10:01,635 --> 00:10:04,635
Locked.
Good thing
I brought a key.

102
00:10:12,468 --> 00:10:14,135
What's going on here?

103
00:10:31,885 --> 00:10:33,843
Professor? Walking?

104
00:10:44,718 --> 00:10:49,426
You're an animal.
Always causing trouble.

105
00:10:49,426 --> 00:10:54,260
You never follow orders.
It was a mistake to save you.

106
00:10:54,260 --> 00:10:59,635
I'm sick of your selfish,
undisciplined arrogance!

107
00:10:59,635 --> 00:11:03,301
I ain't too fond of you
right now either, Professor!

108
00:11:04,468 --> 00:11:07,885
- What?
- Wolverine!

109
00:11:34,426 --> 00:11:37,468
(SIGHS)
Next time I'll walk.

110
00:11:45,176 --> 00:11:47,468
Hey, chere,

111
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where can you and me go and
get some good Cajun food
in this town, huh?

112
00:11:50,968 --> 00:11:55,010
Hey! You said you'd take
me to this Broadway show!

113
00:11:55,010 --> 00:11:58,635
This show not gonna last
night, petite,
but I still be going.

114
00:11:58,635 --> 00:12:01,093
I have a ticket for you.

115
00:12:03,426 --> 00:12:05,510
One way to oblivion.

116
00:12:11,218 --> 00:12:13,968
Professor Xavier is walking!

117
00:12:13,968 --> 00:12:16,218
'Cause that
ain't Xavier.

118
00:12:16,218 --> 00:12:18,635
Wolverine!
What's happening?

119
00:12:18,635 --> 00:12:19,885
Silence!

120
00:12:23,885 --> 00:12:27,718
Don't worry, Monsieur Ghost.
Plenty more
where that came from!

121
00:12:27,718 --> 00:12:30,468
This is not a game.

122
00:12:34,843 --> 00:12:36,635
Where'd he go?

123
00:12:36,635 --> 00:12:40,468
I said
distract him, Jub,
not disintegrate him.

124
00:12:40,468 --> 00:12:46,093
Fools!
Your puny mutant powers
cannot harm me.

125
00:12:46,093 --> 00:12:49,426
I created the X-Men!

126
00:12:49,426 --> 00:12:51,635
And what I created,

127
00:12:51,635 --> 00:12:54,593
I can destroy!

128
00:13:02,010 --> 00:13:04,885
Storm!
- Yes, Jubilee?

129
00:13:04,885 --> 00:13:08,635
Come to
Times Square! Hurry!
The Professor's going nuts!

130
00:13:08,635 --> 00:13:10,760
With the speed of the wind.

131
00:13:14,468 --> 00:13:16,301
No, Storm!

132
00:13:16,301 --> 00:13:19,301
I can't control it.

133
00:13:19,301 --> 00:13:21,343
Will hurt you, too.

134
00:13:24,218 --> 00:13:26,593
You cannot be trusted, Gambit!

135
00:13:26,593 --> 00:13:30,760
So you must be eliminated.

136
00:13:41,426 --> 00:13:42,885
Freeze, mutants!

137
00:13:42,885 --> 00:13:45,426
Arrest him, not us!

138
00:13:45,426 --> 00:13:46,718
Arrest who?

139
00:13:48,093 --> 00:13:50,718
Can't see him
'cause he ain't there.

140
00:13:50,718 --> 00:13:52,968
Then how come
he hurt us so bad?

141
00:13:52,968 --> 00:13:56,260
How should I know, Cajun?
But I know he ain't real.

142
00:13:56,260 --> 00:13:57,843
'Cause I can't smell him.

143
00:13:57,843 --> 00:13:59,218
Silence!

144
00:13:59,218 --> 00:14:01,010
He's gone!

145
00:14:01,010 --> 00:14:02,593
Way to go, Wolverine.

146
00:14:02,593 --> 00:14:04,010
I said freeze!

147
00:14:04,010 --> 00:14:06,593
Shut up and get
your hands up now!

148
00:14:08,093 --> 00:14:11,093
How you gonna explain
we been fighting somebody
who ain't there?

149
00:14:11,093 --> 00:14:12,468
I won't.

150
00:14:12,468 --> 00:14:15,343
Wolverine! Allow me.

151
00:14:18,135 --> 00:14:21,010
Let mist cover your retreat!

152
00:14:21,010 --> 00:14:23,593
Come on, let's
get lost in the fog.

153
00:14:23,593 --> 00:14:24,843
I can't see a thing.

154
00:14:30,510 --> 00:14:33,176
She's at a small
private hospital
on the East Side.

155
00:14:33,176 --> 00:14:35,718
A colleague
of Beast's is
looking after her.

156
00:14:35,718 --> 00:14:39,093
And, Rogue, get back
as soon as you can.
We may need you.

157
00:14:39,093 --> 00:14:40,343
Ingrate!

158
00:14:40,343 --> 00:14:42,010
Incompetent fool!

159
00:14:42,010 --> 00:14:43,468
Professor, you're...

160
00:14:48,468 --> 00:14:51,010
I am here to destroy you.

161
00:14:52,635 --> 00:14:55,468
- Scott!
- Why are you doing this?

162
00:14:55,468 --> 00:14:57,468
I don't want to hurt you.

163
00:14:58,593 --> 00:15:01,468
But I want to hurt you!

164
00:15:02,593 --> 00:15:03,885
No, Scott!

165
00:15:07,718 --> 00:15:10,176
I can't fight it!

166
00:15:10,176 --> 00:15:13,593
He's making you imagine
that a force beam's
affecting you.

167
00:15:13,593 --> 00:15:15,260
It's all in your mind!

168
00:15:24,010 --> 00:15:27,468
He was just
a psychic projection
from the Professor's mind.

169
00:15:27,468 --> 00:15:29,635
- But why?
- Something's wrong.

170
00:15:29,635 --> 00:15:31,968
His mind seems to
be out of control.

171
00:15:31,968 --> 00:15:34,635
See if
you can reach him, Jean,
while I contact the X-Men.

172
00:15:34,635 --> 00:15:37,510
Professor Xavier.
Professor...

173
00:15:40,218 --> 00:15:41,385
He's on the roof.

174
00:15:42,885 --> 00:15:44,718
Professor?

175
00:15:44,718 --> 00:15:46,010
It was here.

176
00:15:46,010 --> 00:15:47,718
What was here,
Professor?

177
00:15:47,718 --> 00:15:49,426
I don't know.

178
00:15:49,426 --> 00:15:53,468
I felt a psychic probe
of enormous power.

179
00:15:53,468 --> 00:15:55,843
The same one that
has been haunting me,

180
00:15:55,843 --> 00:15:59,260
that warned me of the trouble
aboard the space station.

181
00:15:59,260 --> 00:16:01,593
Only this time
it dug deeper.

182
00:16:01,593 --> 00:16:04,968
The probe overwhelmed
all of the safeguards

183
00:16:04,968 --> 00:16:08,218
I have built to control
the surging powers of
my mind,

184
00:16:08,218 --> 00:16:10,343
including the dark side,

185
00:16:10,343 --> 00:16:13,510
the destructive urges
that live within us all.

186
00:16:13,510 --> 00:16:16,593
With the shroud that
conceals it ripped away,

187
00:16:16,593 --> 00:16:21,593
that dark side
of my nature lashed out,
without reason or compassion,

188
00:16:21,593 --> 00:16:27,718
trying to
destroy what I care
about the most, the X-Men.

189
00:16:27,718 --> 00:16:29,593
Xavier is the key.

190
00:16:29,593 --> 00:16:31,385
We shall be ready.

191
00:16:37,718 --> 00:16:43,760
Until I regain
+control of my subconscious,
my orders cannot be trusted.

192
00:16:43,760 --> 00:16:47,718
Cyclops will
be in command of
the X-Men until I return.

193
00:16:47,718 --> 00:16:49,468
Return from where?

194
00:17:04,843 --> 00:17:06,885
So good to see you,
Charles.

195
00:17:06,885 --> 00:17:11,426
I'd like you to meet
Sean Cassidy, my fiance.

196
00:17:11,426 --> 00:17:15,260
Moira's told me
a great deal about you,
Mr. Xavier.

197
00:17:15,260 --> 00:17:18,010
How fortunate.

198
00:17:18,010 --> 00:17:21,135
Now if you'll
show me my quarters,
Moira, I need to rest.

199
00:17:22,718 --> 00:17:24,885
I've not seen him
like this, Sean.

200
00:17:24,885 --> 00:17:27,218
It may be even worse
than he told me.

201
00:17:32,718 --> 00:17:35,218
Are you out there?

202
00:17:35,218 --> 00:17:40,843
I fear you, yet I sense
you may be the answer
to my loneliness.

203
00:17:41,885 --> 00:17:44,093
Does he not still
love you, Moira?

204
00:17:44,093 --> 00:17:47,301
I dunnae think so,
but he needs me.

205
00:17:47,301 --> 00:17:51,260
Charles has given everything
for his students, his X-Men.

206
00:17:51,260 --> 00:17:53,843
But friends, aye,
that's different.

207
00:17:53,843 --> 00:17:57,093
Sometimes I think
I'm the only one he has.

208
00:18:08,426 --> 00:18:11,968
You are driving me insane!

209
00:18:14,510 --> 00:18:17,176
But I must not fight you.

210
00:18:29,010 --> 00:18:30,718
Who are you?

211
00:18:32,760 --> 00:18:35,593
My name is Lilandra.

212
00:18:36,593 --> 00:18:40,260
I come from a world unknown
to you. A world called Shi'ar.

213
00:18:40,260 --> 00:18:42,885
Why have you come
here, to the Earth?

214
00:18:42,885 --> 00:18:45,468
Charles Xavier.
Let me show you.

215
00:18:47,135 --> 00:18:50,301
I am the sister of D'Ken,
the emperor of the Shi'ar.

216
00:18:50,301 --> 00:18:53,218
I served my brother loyally,

217
00:18:53,218 --> 00:18:55,093
until I learned that
he sought to control

218
00:18:55,093 --> 00:18:57,385
the greatest
power in the universe,

219
00:18:57,385 --> 00:19:01,426
the ancient
Crystal of M'Kraan.
Immeasurably powerful.

220
00:19:02,718 --> 00:19:05,510
My brother
hopes to harness
the crystal's power

221
00:19:05,510 --> 00:19:07,635
to use it as a weapon.

222
00:19:07,635 --> 00:19:09,385
My brother is mad.

223
00:19:10,385 --> 00:19:12,593
It is written that
if the crystal is
breached,

224
00:19:12,593 --> 00:19:15,135
both of our galaxies
could be at risk.

225
00:19:30,468 --> 00:19:32,593
To keep the crystal
from my brother,

226
00:19:32,593 --> 00:19:35,260
I violated its
ancient sanctuary,

227
00:19:35,260 --> 00:19:37,843
the most sacred temple
of Shi'ar.

228
00:19:38,843 --> 00:19:41,010
I stole the M'Kraan Crystal.

229
00:19:44,843 --> 00:19:47,426
I escaped aboard
a star cruiser,

230
00:19:47,426 --> 00:19:50,843
but my brother pursued me,
with the warships
of the Imperial fleet.

231
00:19:50,843 --> 00:19:54,010
They attempted to destroy
me and my ship
to get the crystal.

232
00:19:56,843 --> 00:19:59,135
I managed to reach
your solar system.

233
00:19:59,135 --> 00:20:01,468
But D'Ken will
follow me here,
in time.

234
00:20:03,468 --> 00:20:06,176
That is why you must help me.

235
00:20:06,176 --> 00:20:09,176
What led you here, to me?

236
00:20:09,176 --> 00:20:11,885
The Shi'ar
believe that two
minds can be linked

237
00:20:11,885 --> 00:20:14,593
from the moment
of their creation,

238
00:20:14,593 --> 00:20:17,468
destined to
seek each other out
in their time of need.

239
00:20:17,468 --> 00:20:21,426
It's a bond like
love, only deeper.

240
00:20:21,426 --> 00:20:23,301
Do you also
believe this?

241
00:20:23,301 --> 00:20:25,135
I do now.

242
00:20:25,135 --> 00:20:28,468
I have seen your face
a thousand times,
in my mind.

243
00:20:29,593 --> 00:20:31,301
It's all right,
Moira.

244
00:20:33,426 --> 00:20:37,260
The name's Juggernaut,
dear brother!

245
00:20:38,843 --> 00:20:41,885
And you must be Lilandra!