1
00:00:01,843 --> 00:00:04,010
Previously
onX-Men...

2
00:00:04,010 --> 00:00:06,885
In our hands
lies the fate
of a billion star systems,

3
00:00:06,885 --> 00:00:09,843
of lives beyond measure.

4
00:00:09,843 --> 00:00:13,010
Do not fear, Lilandra.
The X-Men will do all in our
power

5
00:00:13,010 --> 00:00:15,093
to help you safeguard the
crystal.

6
00:00:15,093 --> 00:00:16,135
Get the crystal!

7
00:00:19,343 --> 00:00:20,176
Fire, Raza!

8
00:00:24,176 --> 00:00:25,218
Corsair!

9
00:00:25,218 --> 00:00:27,426
Do you remember this?

10
00:00:28,760 --> 00:00:32,135
The M'Kraan Crystal.
Name your price!

11
00:00:33,593 --> 00:00:35,343
Show me the crystal!

12
00:00:35,343 --> 00:00:36,968
I'm coming, Scott!

13
00:00:42,718 --> 00:00:44,635
Start the ball, Cajun!

14
00:00:58,760 --> 00:01:02,593
- Out of my way, woman.
- Get out of your own way!

15
00:01:02,593 --> 00:01:05,218
- Thank you, Rogue.
- I enjoyed it.

16
00:01:05,218 --> 00:01:07,010
Get ready to... D'Ken!

17
00:01:07,010 --> 00:01:09,718
Unlock the power
of the M'Kraan...

18
00:01:09,718 --> 00:01:11,135
No!

19
00:01:11,135 --> 00:01:13,385
and make the galaxy mine!

20
00:02:52,843 --> 00:02:56,635
You fools!
Your foolishness amuses me.

21
00:02:56,635 --> 00:02:58,301
I do not understand.

22
00:03:02,010 --> 00:03:04,593
What is happening?

23
00:03:04,593 --> 00:03:07,718
D'Ken has been granted his
wish. He is one with
the crystal.

24
00:03:07,718 --> 00:03:11,593
He is creating his own universe
inside the crystal,

25
00:03:11,593 --> 00:03:14,176
where we all will soon be.

26
00:03:14,176 --> 00:03:17,593
Ch'od, get the Starjammer
out of here. Now!

27
00:03:17,593 --> 00:03:19,718
What is wrong, Captain?

28
00:03:19,718 --> 00:03:21,593
We are ready to
board the Imperial cruiser
and retrieve you.

29
00:03:21,593 --> 00:03:25,718
No! Full escape velocity
immediately.
That's an order.

30
00:03:27,718 --> 00:03:30,343
You must join them.

31
00:03:30,343 --> 00:03:33,468
I need time to see if the
power of the Phoenix can
contain the crystal.

32
00:03:35,510 --> 00:03:40,135
But if it cannot, then nothing
in the galaxy can
protect any of us.

33
00:03:40,135 --> 00:03:41,635
What can we do?

34
00:03:41,635 --> 00:03:44,885
Nothing. It is what I must do.

35
00:04:07,885 --> 00:04:09,718
Corsair! What is happening?

36
00:04:09,718 --> 00:04:13,010
We are being given
a short time to consider
our fate

37
00:04:13,010 --> 00:04:14,885
while someone attempts
to change it.

38
00:04:29,718 --> 00:04:34,968
I must learn.
The crystal must be healed.

39
00:04:34,968 --> 00:04:36,468
Can you show us what's
happening?

40
00:04:36,468 --> 00:04:38,343
Ch'od, full magnification.

41
00:04:40,510 --> 00:04:44,760
That is all we can do.
Soon, we will be out of range.

42
00:04:44,760 --> 00:04:47,593
I am the guardian,

43
00:04:47,593 --> 00:04:51,468
teach me to... No!

44
00:05:07,593 --> 00:05:09,468
Who slam on the brakes?

45
00:05:09,468 --> 00:05:11,260
Phoenix has failed.

46
00:05:11,635 --> 00:05:14,635
We shall soon join my brother
inside the crystal.

47
00:05:14,635 --> 00:05:16,468
How are you so blamed sure?

48
00:05:16,468 --> 00:05:18,343
- She might still...
- Look!

49
00:05:21,760 --> 00:05:23,010
Jean!

50
00:05:33,343 --> 00:05:36,301
I got a real bad feeling
we're next.

51
00:05:42,135 --> 00:05:44,468
Ch'od, open fire!

52
00:05:45,593 --> 00:05:48,426
- What are you doing?
- Trying to live.

53
00:05:51,885 --> 00:05:53,885
It has no effect.

54
00:05:53,885 --> 00:05:56,718
Anybody else got any bright
ideas?

55
00:06:19,176 --> 00:06:20,593
What's that?

56
00:06:24,135 --> 00:06:26,718
And Cerebro reports
environmental disturbances

57
00:06:26,718 --> 00:06:31,135
everywhere around the world.
I will do what I can.

58
00:06:31,135 --> 00:06:33,718
As we all shall.

59
00:06:33,718 --> 00:06:38,593
Professor Xavier! Professor!
The sun, it's, well, kind of
fading away!

60
00:06:38,593 --> 00:06:40,510
I know, Jubilee.

61
00:06:40,510 --> 00:06:43,968
We have discovered
a phenomenon much
like a black hole,

62
00:06:43,968 --> 00:06:47,385
an enormous gravitational force
near the sun.

63
00:06:47,385 --> 00:06:50,468
We must assume
it is the M'Kraan Crystal.

64
00:06:50,468 --> 00:06:55,176
It is slowly drawing everything
into it,
even the sun's light.

65
00:06:55,176 --> 00:06:58,093
Soon, it will absorb the sun
itself,

66
00:06:58,093 --> 00:07:01,885
the entire solar system
including the Earth.

67
00:07:01,885 --> 00:07:04,718
The rest of the galaxy
may well follow,

68
00:07:04,718 --> 00:07:08,218
though, by that time, we shall
have long since ceased to care.

69
00:07:08,218 --> 00:07:10,885
There's gotta be some way
to stop it!

70
00:07:10,885 --> 00:07:15,218
There is one hope, the X-Men.

71
00:07:15,218 --> 00:07:18,010
Maintain full power!
Don't give up!

72
00:07:18,010 --> 00:07:20,010
I regret, my Empress,

73
00:07:20,010 --> 00:07:22,218
that my service to you must
begin under such circumstances.

74
00:07:30,593 --> 00:07:32,385
All is lost, Empress!

75
00:07:32,968 --> 00:07:37,843
Hang on, chere. If this be
our last ride, we take it
together...

76
00:07:59,593 --> 00:08:02,343
If this is death,
it's not so bad, huh?

77
00:08:04,176 --> 00:08:05,760
Speak for yourself, Cajun.

78
00:08:07,510 --> 00:08:09,343
Fascinating.

79
00:08:16,468 --> 00:08:18,843
The legends
of the crystal are true.

80
00:08:22,343 --> 00:08:23,885
But what of D'Ken?

81
00:08:25,176 --> 00:08:28,426
D'KEN: What of D'Ken? He lives!

82
00:08:32,010 --> 00:08:33,468
Show yourself!

83
00:08:33,468 --> 00:08:35,385
D'KEN: You wish to see me?

84
00:08:35,385 --> 00:08:40,468
Behold
the power of a living galaxy!

85
00:08:40,593 --> 00:08:43,260
Soon, the universe
will tremble!

86
00:08:43,260 --> 00:08:47,718
If we're not gonna make it out
of here, let's at least
shut this guy

87
00:08:48,718 --> 00:08:50,135
Logan, stop it!

88
00:08:56,760 --> 00:08:59,135
Perhaps another approach...

89
00:08:59,135 --> 00:09:01,343
Maybe he likes to play catch.

90
00:09:12,510 --> 00:09:15,468
You fools! None of you
understand.

91
00:09:24,426 --> 00:09:25,468
Look out!

92
00:09:31,468 --> 00:09:34,010
It has no effect, Empress!

93
00:09:34,010 --> 00:09:38,468
Your pathetic efforts
gain you nothing.
Your weapons feed me.

94
00:09:38,593 --> 00:09:44,010
The crystal will gain you
nothing. You are trapped
within it, as we are.

95
00:09:44,010 --> 00:09:46,426
Its power will destroy you!

96
00:09:46,426 --> 00:09:52,135
Destroy me?
The crystal is life.
I am reborn!

97
00:09:52,135 --> 00:09:57,218
I need only think
of your destruction
and it shall be!

98
00:10:14,385 --> 00:10:18,593
D'Ken, brother,
unless the crystal is sealed,

99
00:10:18,593 --> 00:10:23,510
it will destroy the galaxy,
including the entire Shi'ar
empire.

100
00:10:23,510 --> 00:10:26,468
We must join forces to stop it.

101
00:10:26,468 --> 00:10:27,843
Stop it?

102
00:10:31,468 --> 00:10:33,176
I hunger for it.

103
00:10:33,176 --> 00:10:36,510
He hears nothing, Empress.
We are on our own.

104
00:10:36,510 --> 00:10:39,176
Prepare to be destroyed,
creature!

105
00:10:43,010 --> 00:10:46,760
You? Fight me? You insect!

106
00:10:51,843 --> 00:10:53,510
Gotcha, big guy.

107
00:10:53,510 --> 00:10:56,635
You see how easily
I defeat your protectors.

108
00:10:56,635 --> 00:10:58,843
I tire of you, sister.

109
00:11:10,593 --> 00:11:12,760
Empress!

110
00:11:12,760 --> 00:11:16,218
I never thought I'd say it,
Logan,
but there's nothing we can do.

111
00:11:38,010 --> 00:11:40,093
Everybody evacuate
to the shelter!

112
00:12:13,010 --> 00:12:17,593
The immediate threat
to New York City
has been averted.

113
00:12:17,593 --> 00:12:20,885
Well done, Storm!
- It is terrible, Professor.

114
00:12:20,885 --> 00:12:24,218
It is as though
the Earth has gone mad.

115
00:12:24,218 --> 00:12:28,260
Calm yourself, Storm.
You cannot be everywhere
at once.

116
00:12:28,260 --> 00:12:30,343
Help where you can.

117
00:12:30,343 --> 00:12:33,468
The disturbances will cease
if the X-Men are successful.

118
00:14:14,885 --> 00:14:17,718
Fear what I have become,
sister?

119
00:14:17,718 --> 00:14:22,843
Let the others watch
as I repay you for your
treachery in opposing me.

120
00:14:25,176 --> 00:14:26,718
Do not despair.

121
00:14:28,843 --> 00:14:31,218
The Phoenix survives.

122
00:14:31,218 --> 00:14:33,343
No! Begone!

123
00:14:34,135 --> 00:14:37,343
Fear not, Empress.
You are safe now.

124
00:14:42,510 --> 00:14:45,593
Leave my world. I command it!

125
00:14:48,593 --> 00:14:51,135
Lilandra's star
cruiser approaches.

126
00:14:51,135 --> 00:14:55,135
I will teleport you all to the
ship, beyond the reach
of D'Ken's power.

127
00:14:59,301 --> 00:15:03,885
No one is safe from my power!
I am one with the crystal.

128
00:15:05,885 --> 00:15:09,176
The galaxy is mine to destroy.

129
00:15:09,176 --> 00:15:12,010
The power has
destroyed you, D'Ken.

130
00:15:12,010 --> 00:15:15,426
The galaxy
shall not share your fate.

131
00:15:23,426 --> 00:15:26,843
- You're alive!
- Yes, my darling.

132
00:15:26,843 --> 00:15:31,760
What about the crystal?
Can you truly stop its power?

133
00:15:31,760 --> 00:15:33,718
We have learned of one way...

134
00:15:35,301 --> 00:15:37,218
if my body can take it.

135
00:15:37,885 --> 00:15:41,093
Jean was chosen
for her empathic abilities.

136
00:15:41,093 --> 00:15:45,718
We have learned much
from the orb, the living
center of the crystal.

137
00:15:45,718 --> 00:15:48,468
She felt its pain
where I could not.

138
00:15:48,468 --> 00:15:52,885
I know now what must be done,
if I am strong enough.

139
00:15:53,468 --> 00:15:57,968
We must try to join with
the matrix of the crystal's
energy field.

140
00:15:57,968 --> 00:16:02,635
The power of Phoenix
may be able to restore
what D'Ken has broken.

141
00:16:02,635 --> 00:16:04,885
You could be locked in here
forever!

142
00:16:04,885 --> 00:16:07,468
Don't try to stop me, Scott.

143
00:16:07,468 --> 00:16:12,510
I'm only doing
what must be done,
what any of the X-Men would do.

144
00:16:12,510 --> 00:16:14,260
I'm coming with you.

145
00:16:14,260 --> 00:16:16,885
You can't be a part
of where I'm going.

146
00:16:16,885 --> 00:16:20,343
He knows, Jean. That
don't make it easy to take.

147
00:16:22,260 --> 00:16:26,468
- Jean!
- Goodbye, my friends.
I love you all.

148
00:16:37,510 --> 00:16:39,593
Goodbye, Scott!

149
00:16:45,885 --> 00:16:48,718
Someone help me find a way.

150
00:16:49,593 --> 00:16:53,010
Your wisdom. Your compassion.

151
00:16:53,010 --> 00:16:57,301
Your gentleness.
Your innocence.

152
00:16:57,301 --> 00:17:01,426
Your courage. Your love.

153
00:17:10,218 --> 00:17:13,593
No! You cannot contain
the power of the crystal.

154
00:17:13,593 --> 00:17:17,718
You cannot! No!

155
00:17:29,301 --> 00:17:31,010
What does it mean, Professor?

156
00:17:31,010 --> 00:17:32,718
The X-Men have succeeded.

157
00:17:32,718 --> 00:17:35,385
The power of the crystal
has been contained.

158
00:17:35,385 --> 00:17:37,426
But at what cost?

159
00:17:39,426 --> 00:17:42,135
The crystal is sealed,

160
00:17:42,135 --> 00:17:45,718
but the only way to guarantee
that its power
will never be released again

161
00:17:45,718 --> 00:17:49,593
is for me to take it
beyond the reach
of any living being.

162
00:17:49,593 --> 00:17:53,218
The crystal cannot
be destroyed,
even in the heart of the sun,

163
00:17:53,218 --> 00:17:56,093
but there it,
and I, will be safe.

164
00:18:00,510 --> 00:18:03,260
For this, I am sorry, Cyclops.

165
00:18:03,260 --> 00:18:05,718
Goodbye, my love.

166
00:18:11,593 --> 00:18:13,843
The crystal
shall be buried forever.

167
00:18:26,468 --> 00:18:27,718
The light!

168
00:18:30,968 --> 00:18:35,468
Oh, Scott,
if only you could see it.

169
00:18:41,385 --> 00:18:44,968
Goodbye, Charles.
I shall never forget you
and the X-Men.

170
00:18:44,968 --> 00:18:49,301
- Stay with us, Lilandra.
- I am Shi'ar Empress now.

171
00:18:49,301 --> 00:18:51,135
I must return to my world

172
00:18:51,135 --> 00:18:53,760
and try to set right
all the wrong my brother did.

173
00:18:53,760 --> 00:18:55,343
Come with me, Charles.

174
00:18:56,468 --> 00:19:02,343
Until there is peace between
mutants and ordinary humans,
I cannot leave.

175
00:19:04,718 --> 00:19:06,260
We both have our work to do.

176
00:19:11,343 --> 00:19:14,468
I'm sorry I tried to use you
against the Emperor, Cyclops.

177
00:19:14,468 --> 00:19:17,718
Since I lost my wife,
I've lived only for my revenge.

178
00:19:17,718 --> 00:19:21,010
None of us know how we'll react
when we lose someone we love.

179
00:19:21,010 --> 00:19:23,843
I'll have to find
a new reason for living now.

180
00:19:23,843 --> 00:19:25,635
So will I.

181
00:19:25,635 --> 00:19:29,885
I'm proud to have known you
and the X-Men. Farewell.

182
00:19:29,885 --> 00:19:35,176
I've lost Jean,
and Corsair lost his wife.
I wish we had a chance to talk.

183
00:19:35,176 --> 00:19:38,218
I believe Emily Dickinson
said it best,

184
00:19:38,218 --> 00:19:42,510
"Parting is all we know
of heaven
And all we need of hell"

185
00:19:42,635 --> 00:19:46,718
There are some bonds
that cannot be broken,
Charles Xavier.

186
00:19:46,718 --> 00:19:48,010
We shall meet again.

187
00:20:01,176 --> 00:20:03,010
Jean.

188
00:20:06,093 --> 00:20:08,468
Do you know
the legend of the Phoenix?

189
00:20:08,468 --> 00:20:11,343
I'm not interested
in legends right now.

190
00:20:11,343 --> 00:20:17,176
The Phoenix was a mythical bird
that was consumed by fire,

191
00:20:17,176 --> 00:20:21,010
but always rose again
from the ashes.

192
00:20:21,010 --> 00:20:24,343
Perhaps that's what
the Phoenix represents,

193
00:20:24,343 --> 00:20:26,593
hope which never dies.

194
00:20:28,218 --> 00:20:31,385
Please think about it, Cyclops.

195
00:20:42,843 --> 00:20:44,218
Jean.