1
00:00:01,760 --> 00:00:03,510
Previously onX-Men...

2
00:00:03,510 --> 00:00:05,760
I've come for
the Princess Lilandra.

3
00:00:05,760 --> 00:00:07,718
She's still a bit
under the weather,

4
00:00:07,718 --> 00:00:10,968
but you didn't specify
what condition
she had to be in.

5
00:00:10,968 --> 00:00:14,176
Tell me where
the M'Kraan Crystal is.

6
00:00:14,176 --> 00:00:16,468
You must
save Lilandra.

7
00:00:16,468 --> 00:00:19,260
Our job
is to find Lilandra
and get out fast.

8
00:00:19,260 --> 00:00:21,010
Anybody know
what she looks like?

9
00:00:21,010 --> 00:00:22,885
She's from
another galaxy.

10
00:00:22,885 --> 00:00:25,218
You see a woman
you don't know,
rescue her.

11
00:00:31,593 --> 00:00:33,010
Forget these freaks!

12
00:00:33,010 --> 00:00:35,010
We must get Lilandra
to my ship.

13
00:00:35,010 --> 00:00:36,593
No!

14
00:00:37,760 --> 00:00:39,510
Let Lilandra go.

15
00:00:42,010 --> 00:00:43,385
Gladiator!

16
00:00:43,385 --> 00:00:44,885
I have Lilandra.

17
00:00:44,885 --> 00:00:47,510
But where is
the M'Kraan Crystal?

18
00:00:47,510 --> 00:00:49,968
Why do you serve
a madman
like my brother?

19
00:00:49,968 --> 00:00:52,968
Take her
with my respects
to the Emperor.

20
00:00:54,218 --> 00:00:57,843
I am sorry, Princess,
but you must give
your brother the crystal.

21
00:00:57,843 --> 00:01:02,635
No! For the sake
of the universe, no!

22
00:01:02,635 --> 00:01:04,301
Phoenix must go!

23
00:01:11,260 --> 00:01:13,718
Lilandra is under
my protection.

24
00:01:13,718 --> 00:01:16,468
Learn the power
of Phoenix.

25
00:01:18,135 --> 00:01:19,885
Are you the child
of the crystal?

26
00:01:19,885 --> 00:01:21,468
Yes.

27
00:01:21,468 --> 00:01:23,760
You must help me
to keep the crystal

28
00:01:23,760 --> 00:01:26,843
from falling into
the hands of my brother,
the Emperor!

29
00:01:29,593 --> 00:01:32,468
The crystal is here.
I can feel its power.

30
00:02:42,093 --> 00:02:45,885
Do not fear, Lilandra.
The X-Men
will do all in our power

31
00:02:45,885 --> 00:02:47,968
to help you safeguard
the crystal.

32
00:02:47,968 --> 00:02:50,718
But I must return
to my ship at once,

33
00:02:50,718 --> 00:02:54,635
and my transporter
is not strong enough
to bring you with me.

34
00:02:54,635 --> 00:02:56,426
(PHOENIX SIGHS)
I am.

35
00:02:58,260 --> 00:03:00,176
Funny,
you don't look it.

36
00:03:00,176 --> 00:03:04,260
This body is young
and strong.
It recovers quickly.

37
00:03:05,760 --> 00:03:07,635
(GASPING) A ship!

38
00:03:10,468 --> 00:03:14,885
It isn't
your brother, Lilandra.
It is a friend.

39
00:03:26,426 --> 00:03:27,718
Where's Jean?

40
00:03:27,718 --> 00:03:29,218
Searching the skies.

41
00:03:32,635 --> 00:03:35,218
She's all right, Cyke.
Best I can tell.

42
00:03:44,760 --> 00:03:47,510
Jean? Jean?

43
00:03:49,426 --> 00:03:53,718
It is good that you
are here. Help me
to prepare the others.

44
00:03:53,718 --> 00:03:56,593
- For what?
- For the battle
to save the galaxy.

45
00:03:56,593 --> 00:03:59,426
I can help!
Just tell me how!

46
00:03:59,426 --> 00:04:00,968
I will tell you
what I can.

47
00:04:00,968 --> 00:04:04,176
But there is much
I do not know,

48
00:04:04,176 --> 00:04:07,385
and there is much
I must do alone.

49
00:04:08,593 --> 00:04:10,385
I was heartened
to discover
that you were not

50
00:04:10,385 --> 00:04:13,593
a figment of the Professor's
unbridled imagination.

51
00:04:13,593 --> 00:04:15,885
I am anxious
to learn more
about your people.

52
00:04:15,885 --> 00:04:17,843
Looks like you'll
get your chance.

53
00:04:17,843 --> 00:04:19,135
Listen up, people.

54
00:04:19,135 --> 00:04:21,635
Jean has
something to say.

55
00:04:21,635 --> 00:04:24,260
In our hands
lies the fate

56
00:04:24,260 --> 00:04:28,426
of a billion star systems,
of lives beyond measure.

57
00:04:28,426 --> 00:04:30,218
Just what
I wanted to hear.

58
00:04:30,218 --> 00:04:31,718
It is time to go.

59
00:04:37,593 --> 00:04:38,593
Farewell.

60
00:05:01,593 --> 00:05:05,218
Jean! You must not
leave me behind!

61
00:05:05,218 --> 00:05:07,468
It's no use,
Professor.

62
00:05:07,468 --> 00:05:12,593
The way she said goodbye,
it's like they're
not coming back, ever.

63
00:05:32,468 --> 00:05:34,176
Next time
I'll take the bus.

64
00:05:34,176 --> 00:05:36,176
- (MOANS)
- I've got you!

65
00:05:37,301 --> 00:05:40,468
(STAMMERING)
No, I'll be all right.

66
00:05:45,218 --> 00:05:48,010
Thanks to you,
we have arrived
before my brother.

67
00:05:48,010 --> 00:05:50,135
That's what
all the fuss
is about?

68
00:05:50,135 --> 00:05:52,343
How you fit
a whole galaxy
in there?

69
00:05:52,343 --> 00:05:54,843
Its faceted configuration
gives the crystal

70
00:05:54,843 --> 00:05:58,385
infinite storage capacity
for refracted light energy.

71
00:05:58,385 --> 00:06:02,135
(CHUCKLES) I knew
there had to be
a simple explanation.

72
00:06:02,135 --> 00:06:05,135
You like it, chere?
I'll get you one
for Christmas.

73
00:06:11,176 --> 00:06:13,760
We must move quickly
to safeguard the crystal.

74
00:06:22,718 --> 00:06:24,135
Take evasive action!

75
00:06:39,885 --> 00:06:41,176
Who knocked?

76
00:06:41,176 --> 00:06:44,010
It was some sort
of stun ray.

77
00:06:45,718 --> 00:06:48,426
Lilandra's out colder
than a leftover
hush puppy.

78
00:06:48,426 --> 00:06:53,426
The ray may have been
specifically attuned
to Shi'ar life forms.

79
00:06:55,385 --> 00:06:58,593
Aliens, Corsair!
Ugly ones, too!

80
00:06:58,593 --> 00:07:01,885
Who are you calling ugly,
lizard lips?

81
00:07:06,635 --> 00:07:08,010
Get the crystal!

82
00:07:13,260 --> 00:07:15,343
Interesting weaponry.

83
00:07:18,510 --> 00:07:20,260
Effective, too.

84
00:07:32,176 --> 00:07:34,843
There ain't hardly room
to swing a cat in here!

85
00:07:37,343 --> 00:07:40,301
These are not
the Emperor's troops.

86
00:07:40,301 --> 00:07:45,635
They are intergalactic
pirates who call
themselves the Starjammers.

87
00:07:45,635 --> 00:07:49,093
Pirates? Where do
they keep their swords
and eye patches?

88
00:07:51,426 --> 00:07:53,593
- Raza!
- Aye, captain.

89
00:07:53,593 --> 00:07:56,093
Re-calibrate
the stun ray for humans!

90
00:07:56,093 --> 00:07:57,260
But, Captain...

91
00:07:57,260 --> 00:07:58,510
Just do it!

92
00:07:58,510 --> 00:08:00,176
Surrender,
or I'll fire!

93
00:08:05,885 --> 00:08:08,218
No, Scott!
You can't!

94
00:08:08,218 --> 00:08:09,885
What?
Fire, Raza!

95
00:08:22,843 --> 00:08:24,010
Come, Hepzibah.

96
00:08:35,510 --> 00:08:38,718
Who turned out
the lights again? Jean.

97
00:08:41,218 --> 00:08:43,385
They took
the crystal, Logan.

98
00:08:43,385 --> 00:08:45,843
They took Scott, too.

99
00:08:45,843 --> 00:08:49,968
Jean, why did you
stop Cyke when he was
about to blast that joker?

100
00:08:49,968 --> 00:08:52,093
I can't tell you.

101
00:08:52,093 --> 00:08:54,635
That he's Scott's father.

102
00:08:59,218 --> 00:09:02,843
Why have you taken him,
my captain?
As a hostage?

103
00:09:02,843 --> 00:09:04,968
No, Raza.
Not a hostage.

104
00:09:06,885 --> 00:09:11,468
He's a weapon.
The last one
we'll ever need.

105
00:09:20,301 --> 00:09:22,093
Identify yourself.

106
00:09:22,093 --> 00:09:26,718
Scout ship of Imperial Agent
Davan Shakari, Majesty.

107
00:09:26,718 --> 00:09:28,635
Code name
Eric the Red.

108
00:09:28,635 --> 00:09:31,343
He wishes permission
to report to you.

109
00:09:31,343 --> 00:09:34,718
Shakari, I ordered you
to intercept Lilandra

110
00:09:34,718 --> 00:09:36,635
and recover
the M'Kraan Crystal.

111
00:09:36,635 --> 00:09:38,593
Why have you not done
as I commanded?

112
00:09:48,593 --> 00:09:52,718
You say a group
of pathetic Earth creatures
defeated you?

113
00:09:52,718 --> 00:09:56,760
You, an Imperial
Shi'ar agent? Fool!

114
00:09:58,301 --> 00:10:01,510
Gladiator, tell me
what has happened.

115
00:10:01,510 --> 00:10:05,260
My lord, is it not
said that the crystal
is protected

116
00:10:05,260 --> 00:10:07,343
by a guardian of
immense power?

117
00:10:07,343 --> 00:10:09,593
The Phoenix
is only a legend.

118
00:10:09,593 --> 00:10:12,260
My lord,
I have seen her.

119
00:10:13,760 --> 00:10:16,885
Corsair!
Impudent rebel dog!

120
00:10:16,885 --> 00:10:18,468
Pirate traitor!

121
00:10:18,468 --> 00:10:21,176
I'm glad you haven't
forgotten me, D'Ken.

122
00:10:21,176 --> 00:10:23,426
Do you remember this?

123
00:10:25,176 --> 00:10:31,093
The M'Kraan Crystal.
Name your price, thief!

124
00:10:31,093 --> 00:10:34,885
I know you'd give
everything you've got
to get your hands on it,

125
00:10:34,885 --> 00:10:37,843
but I'm only asking half.

126
00:10:37,843 --> 00:10:40,218
Half the
Imperial treasury.

127
00:10:40,218 --> 00:10:42,218
My lord,
he insults you!

128
00:10:42,218 --> 00:10:46,593
Silence!
By the sacred ancestors
of the Shi'ar,

129
00:10:46,593 --> 00:10:48,968
I agree to your price.

130
00:10:48,968 --> 00:10:53,343
I'll bring you the crystal
and a present
for your amusement.

131
00:10:53,343 --> 00:10:56,176
One of the Earth creatures
who've been helping Lilandra.

132
00:10:56,176 --> 00:11:01,343
Though your forces failed,
I was able to deal with them.

133
00:11:02,426 --> 00:11:03,426
Gladiator.

134
00:11:03,426 --> 00:11:04,885
Yes, my Emperor?

135
00:11:04,885 --> 00:11:07,968
As soon as
the crystal
is mine,

136
00:11:07,968 --> 00:11:13,885
you will destroy Corsair
and his Starjammers.

137
00:11:13,885 --> 00:11:16,385
But, my lord,
you swore
the Sacred Oath!

138
00:11:16,385 --> 00:11:18,260
You will do it!

139
00:11:18,260 --> 00:11:20,468
Yes, my Emperor.

140
00:11:20,468 --> 00:11:24,760
Imperial Guards,
your Emperor honors us
by sending us against

141
00:11:24,760 --> 00:11:26,760
the rebel Starjammers
in battle.

142
00:11:26,760 --> 00:11:29,843
The leader Corsair will
be taken and destroyed.

143
00:11:38,301 --> 00:11:41,135
The Emperor and I
had a friendly chat.

144
00:11:41,135 --> 00:11:42,468
What are you to him?

145
00:11:42,468 --> 00:11:44,885
A festering wound
in his side.

146
00:11:44,885 --> 00:11:47,760
He calls me
a pirate and worse.

147
00:11:47,760 --> 00:11:48,968
I think he's right.

148
00:11:48,968 --> 00:11:50,301
Perhaps.

149
00:11:50,301 --> 00:11:53,468
But today,
I'm D'Ken's best friend.

150
00:11:53,468 --> 00:11:57,093
Today I'm selling him
the M'Kraan Crystal.

151
00:11:57,093 --> 00:12:00,426
You can't do that!
Don't you know
that if that madman

152
00:12:00,426 --> 00:12:02,010
unleashes the power
of the crystal,

153
00:12:02,010 --> 00:12:04,343
it could destroy
the entire galaxy?

154
00:12:04,343 --> 00:12:06,968
D'Ken will never
touch the crystal,

155
00:12:06,968 --> 00:12:11,760
because you are going
to end his miserable existence.

156
00:12:16,718 --> 00:12:21,176
The only way I can
get close to D'Ken
is to offer him the crystal.

157
00:12:21,176 --> 00:12:23,593
Why are you so determined
to destroy him?

158
00:12:23,593 --> 00:12:26,885
D'Ken has destroyed
millions in his quest
for power.

159
00:12:26,885 --> 00:12:30,510
One of those millions
was my wife.

160
00:12:30,510 --> 00:12:32,426
Does he know
what he's done
to you?

161
00:12:32,426 --> 00:12:34,468
He knows.

162
00:12:34,468 --> 00:12:36,385
Then he'll expect
an attack.

163
00:12:36,385 --> 00:12:41,385
From me, yes.
But not from you,
a helpless prisoner.

164
00:12:41,385 --> 00:12:45,885
You should have one
clear shot from your eyes
at full strength.

165
00:12:45,885 --> 00:12:48,635
I won't take a life
in cold blood.

166
00:12:48,635 --> 00:12:51,010
If D'Ken lives
and gets his hands
on the crystal,

167
00:12:51,010 --> 00:12:55,593
and eventually he will,
billions of lives
will be lost.

168
00:12:55,593 --> 00:12:58,718
Is your sense of honor
worth so much?

169
00:13:00,218 --> 00:13:04,301
Is one woman's life important
enough to risk the fate
of an entire galaxy?

170
00:13:07,343 --> 00:13:09,426
It was to me.

171
00:13:24,968 --> 00:13:29,010
The Starjammeris too fast.
We cannot overtake it.

172
00:13:36,010 --> 00:13:37,135
Fascinating.

173
00:13:46,468 --> 00:13:48,010
Hey!

174
00:13:48,010 --> 00:13:50,718
How can we fight something
we can't catch?

175
00:13:50,718 --> 00:13:54,010
Don't worry, we'll fight
little green men
soon enough.

176
00:13:54,010 --> 00:13:57,010
You must transport us
to the Starjammer,

177
00:13:57,010 --> 00:13:58,885
just as
you brought us here.

178
00:13:58,885 --> 00:14:03,968
I'm still weak,
but be patient.
I will recover.

179
00:14:03,968 --> 00:14:08,218
Each time I use my powers,
I grow stronger.

180
00:14:16,718 --> 00:14:20,468
The time has come.
Will you help me
destroy the Emperor?

181
00:14:20,468 --> 00:14:24,593
You know that, for the sake
of the galaxy,
I have no choice.

182
00:14:30,843 --> 00:14:34,135
If we fail,
get the Starjammer
to safety.

183
00:14:34,135 --> 00:14:36,385
We shall not
abandon you,
Corsair.

184
00:14:36,385 --> 00:14:41,260
As long as I'm captain
of this ship,
you'll carry out my orders.

185
00:14:41,260 --> 00:14:44,718
If we fail,
someone has to
carry on the fight.

186
00:15:05,510 --> 00:15:07,593
I come
from your planet.

187
00:15:07,593 --> 00:15:08,968
How is that
possible?

188
00:15:10,426 --> 00:15:13,010
That's a long story.

189
00:15:13,010 --> 00:15:17,468
We're so close to Earth now.
I would've liked
to have seen it again.

190
00:15:18,760 --> 00:15:20,176
Do you have
any children?

191
00:15:20,176 --> 00:15:21,593
No.

192
00:15:21,593 --> 00:15:24,093
I wouldn't know mine
now if I saw them.

193
00:15:24,093 --> 00:15:28,885
Except I remember
my oldest boy.
He had his mother's eyes.

194
00:15:31,718 --> 00:15:34,510
If I can contact Cyclops
telepathically,

195
00:15:34,510 --> 00:15:38,593
I can use the mind-link
like a homing beacon.

196
00:15:42,635 --> 00:15:46,093
Emperor, the prisoner
is the leader
of the X-Men.

197
00:15:46,093 --> 00:15:50,635
So? Such a pathetic
creature is of
no interest to me.

198
00:15:54,176 --> 00:15:56,968
Scott, Scott.

199
00:15:58,260 --> 00:15:59,843
Scott.

200
00:15:59,843 --> 00:16:00,843
It's Jean!

201
00:16:00,843 --> 00:16:03,135
He's on D'Ken's ship.

202
00:16:03,135 --> 00:16:04,468
I'm coming, Scott!

203
00:16:12,010 --> 00:16:18,010
The crystal is here.
I can feel its power. Corsair!
Show me the crystal!

204
00:16:27,885 --> 00:16:32,010
It is mine!
The greatest power
in the universe.

205
00:16:34,301 --> 00:16:35,885
Do it now!

206
00:16:35,885 --> 00:16:37,468
Imperial Guards!

207
00:16:43,635 --> 00:16:46,135
It is the Phoenix!

208
00:16:47,385 --> 00:16:50,968
D'Ken! You've
lived too long!

209
00:16:56,010 --> 00:16:57,135
Jean!

210
00:17:00,635 --> 00:17:03,093
Corsair, you fool.

211
00:17:04,218 --> 00:17:05,885
A shape-shifter!

212
00:17:09,010 --> 00:17:11,093
Destroy them all!

213
00:17:12,176 --> 00:17:14,260
Start the ball,
Cajun!

214
00:17:29,593 --> 00:17:33,218
X-Men!
Get the crystal!

215
00:17:49,968 --> 00:17:52,885
Drop it, bub,
or I'll drop you!

216
00:17:56,343 --> 00:17:58,176
Out of my way,
woman.

217
00:17:58,176 --> 00:18:00,635
Get out of
your own way!

218
00:18:00,635 --> 00:18:02,135
Thank you, Rogue.

219
00:18:02,135 --> 00:18:03,510
I enjoyed it.

220
00:18:03,510 --> 00:18:06,218
Gladiator!
Cut off their retreat!

221
00:18:11,635 --> 00:18:14,010
Everyone! Head for
the Starjammer!

222
00:18:29,093 --> 00:18:30,468
Let's move it!

223
00:18:39,010 --> 00:18:40,593
The bigger
they are...

224
00:18:43,301 --> 00:18:45,176
Help!

225
00:18:51,135 --> 00:18:52,468
What's cooking?

226
00:18:52,468 --> 00:18:53,718
Come, my friend!

227
00:18:54,718 --> 00:18:57,385
Stop fooling around,
Gambit! We gotta go!

228
00:19:00,426 --> 00:19:04,593
"Our safety is our speed."
Ralph Waldo Emerson.

229
00:19:13,468 --> 00:19:15,718
I'll help you, Beast!

230
00:19:15,718 --> 00:19:17,468
It was the thought
that counted.

231
00:19:17,468 --> 00:19:18,635
I got it, Beast.

232
00:19:21,843 --> 00:19:23,010
Is that everyone?

233
00:19:25,718 --> 00:19:27,718
It is now.

234
00:19:27,718 --> 00:19:28,718
Scott!

235
00:19:30,343 --> 00:19:31,718
Let's go!

236
00:19:31,718 --> 00:19:33,468
You don't have to
tell me twice!

237
00:19:33,468 --> 00:19:36,718
Corsair to Starjammer.
Get ready to... D'Ken!

238
00:19:38,760 --> 00:19:43,343
One false move, X-Men,
and Gladiator
will crush Lilandra!

239
00:19:44,593 --> 00:19:46,468
No, Logan.
It's up to me now.

240
00:19:46,468 --> 00:19:49,510
In the name
of Sharra and K'ythri,

241
00:19:49,510 --> 00:19:52,093
and the sacred ancestors
of the Shi'ar...

242
00:19:52,093 --> 00:19:54,010
D'Ken! No!

243
00:19:56,176 --> 00:20:01,218
I call upon
the nine dying stars, and
the world that has no name!

244
00:20:01,218 --> 00:20:02,301
Stop!

245
00:20:04,218 --> 00:20:07,093
I am the guardian
of the crystal.

246
00:20:07,093 --> 00:20:12,593
Unlock the power
of the M'Kraan
and make the galaxy mine!

247
00:20:16,760 --> 00:20:18,510
You are too late!

248
00:20:22,343 --> 00:20:25,968
I was not yet
strong enough
to stop him.

249
00:20:25,968 --> 00:20:29,635
It has begun.
By opening a breach
in the crystal,

250
00:20:29,635 --> 00:20:33,718
D'Ken has unleashed
the power of
the negative galaxy inside.

251
00:20:33,718 --> 00:20:35,343
You mean
it might get out?

252
00:20:38,010 --> 00:20:41,176
I mean we
and everything
we know

253
00:20:41,176 --> 00:20:43,426
may soon be pulled in.