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00:00:01,718 --> 00:00:03,176
Previously onX-Men...

2
00:00:06,468 --> 00:00:07,468
Jean!

3
00:00:08,843 --> 00:00:12,885
I am Phoenix!

4
00:00:14,510 --> 00:00:16,885
Who are you?

5
00:00:25,468 --> 00:00:27,135
That ain't Xavier.

6
00:00:27,135 --> 00:00:29,718
I created the X-Men!

7
00:00:29,718 --> 00:00:32,260
And what I created,

8
00:00:32,260 --> 00:00:35,176
I can destroy!

9
00:00:38,760 --> 00:00:41,885
Until I regain control
of my subconscious,

10
00:00:41,885 --> 00:00:44,885
my orders
cannot be trusted.

11
00:00:44,885 --> 00:00:47,176
My name is Lilandra.

12
00:00:47,176 --> 00:00:49,010
Why have
you come here?

13
00:00:49,010 --> 00:00:52,260
I am the sister of D'Ken,
the emperor of the Shi'ar.

14
00:00:52,260 --> 00:00:54,260
I served
my brother loyally,

15
00:00:54,260 --> 00:00:56,218
until I learned that
he sought to control

16
00:00:56,218 --> 00:00:58,426
the greatest power
in the universe,

17
00:00:58,426 --> 00:01:00,593
the ancient
Crystal of M'Kraan.

18
00:01:00,593 --> 00:01:03,343
My brother hopes
to harness
the crystal's power

19
00:01:03,343 --> 00:01:05,468
to use it
as a weapon.

20
00:01:05,468 --> 00:01:07,593
It is written that
if the crystal
is breached,

21
00:01:07,593 --> 00:01:10,010
both of our galaxies
could be at risk.

22
00:01:10,010 --> 00:01:13,843
The name's Juggernaut,
dear brother!

23
00:01:13,843 --> 00:01:17,593
And you must be
Lilandra!

24
00:02:21,135 --> 00:02:23,260
Does he not
still love you, Moira?

25
00:02:23,260 --> 00:02:26,385
I dunnae think so,
but he needs me.

26
00:02:26,385 --> 00:02:30,343
Charles has given
everything for
his students, his X-Men.

27
00:02:30,343 --> 00:02:33,135
But friends, aye,
that's different.

28
00:02:33,135 --> 00:02:36,343
Sometimes I think
I'm the only one
he has.

29
00:02:43,218 --> 00:02:46,010
No!

30
00:02:46,010 --> 00:02:48,843
That's Charles!
He's having
another attack.

31
00:02:48,843 --> 00:02:51,260
Wait, Moira!
I'll go with you.

32
00:02:51,260 --> 00:02:54,718
No, Sean. His dark side
may have taken over again.

33
00:02:54,718 --> 00:02:58,885
He might attack you
out of jealousy for what
you and I have together.

34
00:03:00,010 --> 00:03:02,635
It's because I love you,
Moira McTaggart,

35
00:03:02,635 --> 00:03:04,885
that I cannot let you
face trouble alone.

36
00:03:07,843 --> 00:03:09,135
Stop it!

37
00:03:10,468 --> 00:03:13,843
This is more fun
than bumper cars.

38
00:03:13,843 --> 00:03:15,968
Leave Charles
alone!

39
00:03:15,968 --> 00:03:17,885
Or what, honeybunch?

40
00:03:17,885 --> 00:03:20,260
You're gonna give me
a spanking?

41
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I warned you!

42
00:03:22,343 --> 00:03:25,635
Oh, please!
Don't warn me.

43
00:03:25,635 --> 00:03:30,260
It's no use, Lilandra.
His body is invulnerable.

44
00:03:30,260 --> 00:03:34,093
But not his mind.
Aim for the helmet.
Full power!

45
00:03:47,885 --> 00:03:50,718
Don't make me mad,
sweetheart.

46
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It ain't healthy.

47
00:03:55,593 --> 00:03:59,760
You see,
I crush insects
that bother me,

48
00:03:59,760 --> 00:04:02,760
especially when
they know my brother.

49
00:04:02,760 --> 00:04:04,010
Cain!

50
00:04:04,010 --> 00:04:07,093
I am in your mind.

51
00:04:07,093 --> 00:04:10,760
Feel the ruin
and the pain
you have caused.

52
00:04:10,760 --> 00:04:13,010
Get out of my head!

53
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You are strong, Juggernaut,
but my mind is stronger.

54
00:04:30,885 --> 00:04:34,343
Sure, and you should've
watched your back,
Charles Xavier.

55
00:04:40,468 --> 00:04:43,635
You've wasted enough time
smashing around
like a great beast.

56
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Now, get the woman,
and we can name our price.

57
00:04:46,760 --> 00:04:51,843
Maybe you came here
for the money, Tom, but
I came here for one reason,

58
00:04:51,843 --> 00:04:54,218
my do-gooder
half-brother.

59
00:04:54,218 --> 00:04:58,468
There's something
I've wanted to say to you
for a long time,

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so long, Chuck!

61
00:05:07,135 --> 00:05:09,010
It's Charles!

62
00:05:17,010 --> 00:05:19,426
It's all right
now, Charles.

63
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Moira?
Where's Lilandra?

64
00:05:23,301 --> 00:05:24,718
What have they
done with her?

65
00:05:24,718 --> 00:05:29,135
She came to me
from the depths of space.

66
00:05:29,135 --> 00:05:31,135
Juggernaut was going
to hurt her.

67
00:05:31,135 --> 00:05:35,968
I tried to stop him,
but someone ambushed me
from behind.

68
00:05:35,968 --> 00:05:38,635
I've never seen him
like this.

69
00:05:38,635 --> 00:05:40,968
There's no one
here, Charles.

70
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No one
has been here.

71
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You came to me
because you feared
you were losing control,

72
00:05:46,593 --> 00:05:50,510
struggling against
an illusion created
by your dark side.

73
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You must believe me!
I'm not going mad.

74
00:05:53,260 --> 00:05:55,468
I know Lilandra is real.

75
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How do you know?

76
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Because I love her, Moira.

77
00:06:07,718 --> 00:06:08,760
Jean!

78
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Phoenix, now we are one.

79
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What's happening to you, Jean?
What's gonna happen to us?

80
00:06:22,135 --> 00:06:25,010
Has there been any change
in Jean's condition?

81
00:06:25,010 --> 00:06:29,218
No. Her strange new powers
are still surfacing.

82
00:06:29,218 --> 00:06:32,760
She can't speak,
but Phoenix can.

83
00:06:32,760 --> 00:06:35,885
It should have been me
trying to fly that shuttle.

84
00:06:35,885 --> 00:06:37,760
With my powers,
I might have been
able to...

85
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Chere, you can't
blame yourself.

86
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You were out
on a mission.

87
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You can't be
everywhere at once.

88
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I should have
been there.

89
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Everybody, listen up!

90
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The Professor just called
from Muir Island.

91
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He says an alien
transported down to him,

92
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but was kidnapped
by Juggernaut.

93
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He wants us
to go there to help.

94
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Oh! He's worse off
than we thought.

95
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I can't leave Jean.

96
00:06:58,593 --> 00:07:01,635
You ain't the only one
worried about Jean.

97
00:07:01,635 --> 00:07:04,968
Aliens and spaceships
running around,
messing with Xavier.

98
00:07:04,968 --> 00:07:07,760
The whole blasted world's
turning upside down!

99
00:07:07,760 --> 00:07:09,426
We gotta
do something!

100
00:07:09,426 --> 00:07:12,593
Wolverine, this
is not the time.

101
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I spoke to Moira McTaggart.

102
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She believes the Professor
is suffering
from violent delusions

103
00:07:18,468 --> 00:07:21,385
created
by his dark side.

104
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I say we check it out.

105
00:07:23,093 --> 00:07:25,010
But Professor Xavier
told us

106
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it would be dangerous
to follow his orders.

107
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Wolverine is right.

108
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The Professor's story
has to be checked out.

109
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I don't believe
my ears.

110
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We've seen
more strange things

111
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than Dr. McTaggart
can imagine.

112
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We may need to help
Beast at the mansion

113
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if he and Dr. Corbeau
locate the alien spacecraft

114
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that came through
the vortex.

115
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Storm and I
will wait here.

116
00:07:44,426 --> 00:07:48,218
I don't know why,
but I believe
what's happening to Jean

117
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may hold the answer
to all of
our questions.

118
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Where is the man?

119
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He said he'd pay
for quick results, but now
he doesn't show up!

120
00:08:09,301 --> 00:08:12,010
I've come for
the Princess Lilandra.

121
00:08:13,343 --> 00:08:18,218
If it's the lady you mean,
you'll see her
after I'm paid.

122
00:08:19,593 --> 00:08:22,010
Here is your payment!

123
00:08:25,426 --> 00:08:28,885
Now where
is Lilandra?

124
00:08:28,885 --> 00:08:34,010
Speak, or you shall feel
my weapon's full power.

125
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I don't haggle
with runts like you.

126
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Pay the man!

127
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Or do I have to squeeze
the money out
through your ears?

128
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No! Stop!

129
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You shall get that
which you are due.

130
00:08:54,760 --> 00:08:57,635
Oh! You wanna
play ball, huh?

131
00:08:57,635 --> 00:08:59,593
(CHUCKLING)
Well, catch!

132
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I'll mop the floor
with the whole bunch of you!

133
00:09:03,176 --> 00:09:06,885
Juggernaut, stop!
Business before pleasure.

134
00:09:08,010 --> 00:09:12,718
How about it,
Eric, me boy?
A sum was promised.

135
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I shall pay.

136
00:09:35,718 --> 00:09:37,885
You shouldn't
have come.

137
00:09:37,885 --> 00:09:40,885
Your presence
will only reinforce
Charles' delusions.

138
00:09:40,885 --> 00:09:44,468
Back off, lady.
Charles said
he needed us.

139
00:09:44,468 --> 00:09:47,301
There's a lot about
this outer space mumbo jumbo

140
00:09:47,301 --> 00:09:48,885
that nobody knows,

141
00:09:48,885 --> 00:09:50,885
except maybe
the Professor.

142
00:09:50,885 --> 00:09:53,176
Dr. McTaggart should know
what's best for her...

143
00:09:53,176 --> 00:09:56,093
Hey! Someone needs to
teach you some manners.

144
00:09:57,343 --> 00:09:58,468
Uh-oh!

145
00:09:58,468 --> 00:10:00,718
Plenty have tried, pal.

146
00:10:02,135 --> 00:10:05,010
Fighting won't help
cure Charles'
hallucinations.

147
00:10:05,010 --> 00:10:07,176
If he's seeing things.

148
00:10:07,176 --> 00:10:10,843
I can tell you for sure
if the Professor's
crazy or not.

149
00:10:21,468 --> 00:10:23,635
Ten million dollars.

150
00:10:23,635 --> 00:10:28,218
It has such a lovely
round sound
with all those zeros.

151
00:10:28,218 --> 00:10:31,176
Yes, yes, you have
your meaningless money,

152
00:10:31,176 --> 00:10:32,968
now bring
Lilandra here.

153
00:10:34,885 --> 00:10:37,718
That would be me partner
with the lady now.

154
00:10:41,426 --> 00:10:43,718
She's still a bit
under the weather,

155
00:10:43,718 --> 00:10:47,093
but you didn't specify
what condition
she had to be in,

156
00:10:47,093 --> 00:10:49,760
long as
she was breathing.

157
00:10:49,760 --> 00:10:52,635
She shall
answer to me.

158
00:10:56,968 --> 00:11:01,635
A pleasure
to see you again,
Your Highness.

159
00:11:01,635 --> 00:11:05,510
Shakari! One of
my brother's spies.

160
00:11:05,510 --> 00:11:10,218
On this miserable planet,
I'm known as Eric the Red.

161
00:11:10,218 --> 00:11:14,343
And you, Princess,
are my deliverance
from this wasteland.

162
00:11:14,343 --> 00:11:18,260
Tell me where
the M'Kraan Crystal is,

163
00:11:18,260 --> 00:11:20,760
if you wish to live!

164
00:11:20,760 --> 00:11:23,510
(TELEPATHIC)
Help me, Charles Xavier.
Help me!

165
00:11:29,093 --> 00:11:31,260
Help me, Charles Xavier.

166
00:11:31,260 --> 00:11:32,468
Professor?

167
00:11:34,468 --> 00:11:37,885
Juggernaut,
that lunatic
half-brother of his.

168
00:11:37,885 --> 00:11:40,176
I'd know that stink
anywhere.

169
00:11:40,176 --> 00:11:41,885
There were three of them.

170
00:11:41,885 --> 00:11:45,385
Juggernaut and two
I never smelled before.

171
00:11:45,385 --> 00:11:47,260
One ain't even human.

172
00:11:47,260 --> 00:11:51,718
Then Charles
wasn't imagining things.
Someone was here!

173
00:11:51,718 --> 00:11:55,343
Lilandra!
Where are you?

174
00:11:55,343 --> 00:11:57,468
I know you're close.

175
00:11:59,885 --> 00:12:02,468
Why do you not
answer me?

176
00:12:02,468 --> 00:12:05,843
You are attempting
to contact someone!

177
00:12:12,468 --> 00:12:14,468
What is happening?

178
00:12:14,468 --> 00:12:20,343
I saw a stag and a dragon.

179
00:12:25,135 --> 00:12:27,010
It makes no sense.

180
00:12:27,010 --> 00:12:31,176
Xavier's woman
is no illusion.
I know where she is.

181
00:12:33,510 --> 00:12:35,968
What do you mean,
you know
where she is?

182
00:12:35,968 --> 00:12:39,260
A stag fighting a dragon
is the Cassidy family crest.

183
00:12:39,260 --> 00:12:41,843
My family.

184
00:12:41,843 --> 00:12:45,843
It's carved in stone
above the hearth in the
Great Hall of Cassidy Keep.

185
00:12:45,843 --> 00:12:49,468
She may have had time
to contact
Professor Xavier

186
00:12:49,468 --> 00:12:52,301
and that mutant
rabble of his,
the X-Men.

187
00:12:52,301 --> 00:12:54,593
She didn't contact nobody.

188
00:12:54,593 --> 00:12:59,468
I took care of Xavier
back on Muir Island,
permanently.

189
00:13:10,468 --> 00:13:12,510
With a mouth
like yours,

190
00:13:12,510 --> 00:13:15,468
we should have just tried
to sneak in here
with a marching band.

191
00:13:15,468 --> 00:13:18,468
If you think that's bad,
you should hear me sing.

192
00:13:18,468 --> 00:13:21,093
Remember, Wolverine,
we're no match
for Juggernaut.

193
00:13:21,093 --> 00:13:24,010
Our job is
to find Lilandra
and get out fast.

194
00:13:24,010 --> 00:13:25,635
Anybody know
what she looks like?

195
00:13:25,635 --> 00:13:27,718
She's from
another galaxy.

196
00:13:27,718 --> 00:13:30,885
You see a woman
you don't know,
rescue her.

197
00:13:32,510 --> 00:13:34,468
It's the space station
zombies!

198
00:13:34,468 --> 00:13:36,593
We gotta take them out
without hurting them!

199
00:13:36,593 --> 00:13:38,010
Leave it to me!

200
00:13:55,385 --> 00:13:57,218
What was that?

201
00:13:57,218 --> 00:14:00,468
Sounds like
the lord of the castle
has come home

202
00:14:00,468 --> 00:14:02,301
to be buried.

203
00:14:02,301 --> 00:14:05,343
It'll be my pleasure.

204
00:14:09,260 --> 00:14:13,093
You've disgraced
the Cassidy family for
the last time, Black Tom!

205
00:14:13,093 --> 00:14:16,885
And you've stood
in my way too long,
big brother!

206
00:14:22,718 --> 00:14:23,885
There's the woman!

207
00:14:27,635 --> 00:14:30,343
Way to deal him
out of the game, Gambit!

208
00:14:30,343 --> 00:14:31,468
Oh, no!

209
00:14:35,510 --> 00:14:37,093
Ow!

210
00:14:37,093 --> 00:14:38,885
Hands off, fat boy!

211
00:14:42,176 --> 00:14:45,301
You must be Lilandra.
Chuck sends
you his best.

212
00:14:45,301 --> 00:14:46,885
Whatever you do,
don't move.

213
00:14:49,385 --> 00:14:52,260
Nobody gets the lady
without paying for her!

214
00:14:56,885 --> 00:14:59,510
Your powers never
could hurt me,
little brother.

215
00:14:59,510 --> 00:15:03,718
Nor could yours hurt me.
Fists usually settle things.

216
00:15:03,718 --> 00:15:06,010
Aye, my fists!

217
00:15:20,218 --> 00:15:21,635
Leave Rogue alone!

218
00:15:26,135 --> 00:15:27,718
(CHUCKLING)
That tickles!

219
00:15:32,635 --> 00:15:35,260
Gambit teach you
some respect
for a lady!

220
00:15:38,010 --> 00:15:41,468
Forget these freaks!
We must get
Lilandra to my ship.

221
00:15:47,093 --> 00:15:48,468
No!

222
00:16:02,343 --> 00:16:06,718
(GRUNTING) We can't
let them get to the ship.

223
00:16:07,885 --> 00:16:09,426
They won't!

224
00:16:16,176 --> 00:16:17,760
Let Lilandra go.

225
00:16:23,635 --> 00:16:27,260
The X-Men
should have learned
they can't stop me.

226
00:16:32,718 --> 00:16:36,885
Those who stand against
the will of the Emperor
must be destroyed.

227
00:16:41,885 --> 00:16:43,426
They're coming out
of the woodwork!

228
00:16:49,218 --> 00:16:50,593
Gladiator!

229
00:16:50,593 --> 00:16:53,093
It is an honor to welcome

230
00:16:53,093 --> 00:16:56,593
the leader of the
Emperor's Praetorian Guard.

231
00:16:56,593 --> 00:16:59,135
You have no honor!

232
00:16:59,135 --> 00:17:01,843
Your bungling
has displeased
the Emperor.

233
00:17:01,843 --> 00:17:04,843
You were ordered to have
Lilandra and the crystal
in your possession

234
00:17:04,843 --> 00:17:06,343
to greet the Emperor.

235
00:17:06,343 --> 00:17:09,593
He comes soon.
Why aren't they ready?

236
00:17:09,593 --> 00:17:10,843
I...

237
00:17:10,843 --> 00:17:12,343
I have Lilandra.

238
00:17:12,343 --> 00:17:14,718
But where is
the M'Kraan Crystal?

239
00:17:15,843 --> 00:17:17,968
You are a warrior
of honor!

240
00:17:17,968 --> 00:17:21,260
Why do you serve
a madman
like my brother?

241
00:17:21,260 --> 00:17:25,218
Princess, I serve
the imperial throne
of the Shi'ar

242
00:17:25,218 --> 00:17:28,135
and D'Ken
sits on the throne.

243
00:17:28,135 --> 00:17:31,968
Why are we listening
to Mr. Bad Hair Day?

244
00:17:31,968 --> 00:17:34,635
Why don't you just
flit back where you...

245
00:17:34,635 --> 00:17:36,218
Huh?

246
00:17:47,510 --> 00:17:49,468
Wow!

247
00:17:49,468 --> 00:17:52,010
I didn't think
anybody could do that
to Juggernaut.

248
00:17:52,010 --> 00:17:53,218
Nobody from Earth.

249
00:17:54,885 --> 00:17:57,468
You will come
with me, Princess.

250
00:17:57,468 --> 00:18:01,510
Not without a fight,
she won't!
She's a friend of mine.

251
00:18:13,593 --> 00:18:17,093
Take her
with my respects
to the Emperor.

252
00:18:18,385 --> 00:18:19,760
I am sorry, Princess,

253
00:18:19,760 --> 00:18:21,885
but you must give
your brother the crystal.

254
00:18:22,885 --> 00:18:28,593
No! For the sake
of the universe, no!

255
00:18:28,593 --> 00:18:34,218
Lilandra!
Save her, my X-Men!
You must save Lilandra!

256
00:18:34,218 --> 00:18:37,635
Lilandra! I must go
to Cassidy Keep.

257
00:18:37,635 --> 00:18:40,718
The fate of the galaxy
hangs in the balance.

258
00:18:40,718 --> 00:18:42,593
Jean, what are
you talking about?

259
00:18:42,593 --> 00:18:44,385
You're in no condition
to go anywhere!

260
00:18:44,385 --> 00:18:46,510
Phoenix must go!

261
00:18:52,301 --> 00:18:55,426
Jean! Jean!

262
00:19:00,093 --> 00:19:03,301
Lilandra is under
my protection.

263
00:19:03,301 --> 00:19:04,426
Depart!

264
00:19:04,426 --> 00:19:06,218
What? What is it?

265
00:19:06,218 --> 00:19:09,301
There is no way
you can stop me.

266
00:19:23,593 --> 00:19:28,885
Creature, no one defies
the will of the Emperor
of the Shi'ar and lives.

267
00:19:28,885 --> 00:19:32,385
My powers are
his to command,
and they are invincible.

268
00:19:34,176 --> 00:19:37,176
If you will serve
no worthy master,

269
00:19:37,176 --> 00:19:40,010
then learn the power
of Phoenix.

270
00:19:43,885 --> 00:19:47,010
You may survive
to tell your master

271
00:19:47,010 --> 00:19:49,718
to abandon his evil quest
for the crystal.

272
00:20:01,218 --> 00:20:02,885
Are you the child
of the crystal?

273
00:20:02,885 --> 00:20:04,593
Yes.

274
00:20:04,593 --> 00:20:07,343
You are the Phoenix
the legends spoke of,

275
00:20:07,343 --> 00:20:10,301
the guardian of
the M'Kraan Crystal.

276
00:20:10,301 --> 00:20:13,093
You must help me
to keep the crystal

277
00:20:13,093 --> 00:20:16,510
from falling into the hands
of my brother, the Emperor!

278
00:20:16,510 --> 00:20:18,968
- He is here.
- Where?

279
00:20:18,968 --> 00:20:20,426
There.

280
00:20:33,593 --> 00:20:37,510
The crystal is here.
I can feel its power.