1
00:00:09,093 --> 00:00:11,093
No! Jean!

2
00:00:11,093 --> 00:00:15,093
Not Jean.
I am Phoenix!

3
00:00:15,093 --> 00:00:17,593
Good work,
my love.

4
00:00:17,593 --> 00:00:21,343
Thank you, my husband!

5
00:01:31,968 --> 00:01:36,885
Xavier to Cyclops.
Do you read? Over.
Come in. Over.

6
00:01:38,468 --> 00:01:40,843
His communicator
must be down.

7
00:01:42,093 --> 00:01:43,343
Scott.

8
00:01:55,260 --> 00:01:58,176
Respond
if you sense my presence.

9
00:01:59,260 --> 00:02:02,968
Who would know
how to block
my psychic probe?

10
00:02:02,968 --> 00:02:05,468
Cerebro, help me
break through.

11
00:02:24,010 --> 00:02:27,468
Cerebro, why can we
not contact the X-Men?

12
00:02:27,885 --> 00:02:31,468
Dual barriers,
one human, one electronic.

13
00:02:31,468 --> 00:02:34,718
Together they are confusing,
impenetrable.

14
00:02:34,718 --> 00:02:38,718
Keep probing.
I need a moment's rest.

15
00:02:41,718 --> 00:02:44,468
All right, Shaw.
You have them.

16
00:02:44,468 --> 00:02:46,468
Now what are
we going to
do with them?

17
00:02:46,468 --> 00:02:48,593
Whatever you like, Leland.

18
00:02:48,593 --> 00:02:52,343
You doubted my work.
Admit it,
you were wrong.

19
00:02:52,343 --> 00:02:54,010
I admit nothing!

20
00:02:54,010 --> 00:02:57,218
Why not just dispose of them
and be done with it?

21
00:02:57,218 --> 00:03:01,468
The mighty X-Men?
Are you mad?

22
00:03:01,468 --> 00:03:04,593
They'll make nice lab rats,
don't you think?

23
00:03:04,593 --> 00:03:08,010
Xavier has been trying
to contact
the X-Men psychically.

24
00:03:08,010 --> 00:03:11,968
I blocked the probe,
but I don't know
how long I can hold it off.

25
00:03:11,968 --> 00:03:13,968
If your power fails us,

26
00:03:17,176 --> 00:03:21,885
we can give the job
to someone else.
Jean, my dear.

27
00:03:24,176 --> 00:03:26,635
Or should I say,
Phoenix?

28
00:03:26,635 --> 00:03:28,510
Get away from her!

29
00:03:28,510 --> 00:03:31,843
You cannot escape.
Nor can you hope
to be rescued.

30
00:03:31,843 --> 00:03:35,010
The Circle Club is
an impregnable fortress.

31
00:03:35,010 --> 00:03:37,593
You X-Men
were allowed to enter,

32
00:03:37,593 --> 00:03:40,468
so that I could have
the pleasure
of introducing you

33
00:03:40,468 --> 00:03:43,468
to the Inner Circle's
newest member.

34
00:03:43,968 --> 00:03:45,176
Jean?

35
00:03:47,093 --> 00:03:50,260
No one
could have lived through
a fall like this.

36
00:03:52,510 --> 00:03:54,718
Shaw said
to bring back the body.

37
00:03:54,718 --> 00:03:56,010
Yeah.

38
00:03:56,885 --> 00:04:00,385
Well, come on.
Let's find
an easier way down.

39
00:04:05,885 --> 00:04:07,718
Can you see anything?

40
00:04:07,718 --> 00:04:10,218
I don't want to have
to go swimming
around in there.

41
00:04:10,218 --> 00:04:11,760
What was that?

42
00:04:12,593 --> 00:04:17,093
Guess you found the body.
Go on in!
The water's fine.

43
00:04:24,593 --> 00:04:26,385
I know what
you're thinking, punk.

44
00:04:26,385 --> 00:04:29,010
Question is,
"Can I get Wolverine

45
00:04:29,010 --> 00:04:32,093
before he turns me
into shish kebab
with those claws?"

46
00:04:32,093 --> 00:04:35,176
Well, bub, seeing as how
these claws are adamantium,

47
00:04:35,176 --> 00:04:37,093
the strongest metal known,

48
00:04:37,093 --> 00:04:39,135
and can slice through
vanadium steel

49
00:04:39,135 --> 00:04:41,635
like a hot knife
through butter, buddy,

50
00:04:41,635 --> 00:04:45,135
you got to ask yourself,
"Do I feel lucky?"

51
00:04:48,093 --> 00:04:51,635
Now where are the other X-Men?
And you better have an answer.

52
00:04:54,426 --> 00:04:57,135
We appear to be at
the mercy of our hosts.

53
00:04:57,135 --> 00:05:00,885
Your power and beauty
are awe-inspiring.

54
00:05:03,135 --> 00:05:08,426
Look at him,
sniffing after her
like a mongrel dog!

55
00:05:08,426 --> 00:05:12,385
Don't worry, my love.
I can control him, too.

56
00:05:12,385 --> 00:05:15,718
Why don't you
freshen up in here,
while I order dinner?

57
00:05:18,843 --> 00:05:21,010
You say
she loves you, Wyngarde.

58
00:05:21,010 --> 00:05:24,218
Is that real,
or just another
illusion?

59
00:05:26,010 --> 00:05:27,426
Jealous, Shaw?

60
00:05:29,385 --> 00:05:32,010
Of you and your cheap tricks?
Never!

61
00:05:32,010 --> 00:05:34,760
Would you two geniuses
think for a second?

62
00:05:34,760 --> 00:05:38,010
We can't deceive
and control
the Phoenix forever.

63
00:05:38,010 --> 00:05:42,510
Some day she'll discover
the truth, and turn
against the Inner Circle.

64
00:05:42,510 --> 00:05:44,885
You worry too much,
Ms. Frost.

65
00:05:44,885 --> 00:05:48,343
You saw how easily
she became one of us.

66
00:05:48,343 --> 00:05:54,260
Something inside her
hungers for new sensations,
yearns to feel.

67
00:05:55,010 --> 00:05:59,760
I've introduced her
to dark emotions
she had never dreamed of!

68
00:05:59,760 --> 00:06:02,593
She wants more!

69
00:06:02,593 --> 00:06:06,010
And you're sure
we can control that power?

70
00:06:06,010 --> 00:06:07,343
I can.

71
00:06:07,343 --> 00:06:09,468
We'll see.

72
00:06:09,468 --> 00:06:11,093
Bring her back in.

73
00:06:11,093 --> 00:06:12,593
Order dinner.

74
00:06:18,385 --> 00:06:21,885
Where's my
Chateau Calamari '59?

75
00:06:23,093 --> 00:06:24,218
Finally!

76
00:06:32,301 --> 00:06:33,718
Lousy year.

77
00:06:41,010 --> 00:06:42,301
Turkey!

78
00:06:43,760 --> 00:06:46,010
Where do these guys
do their shopping?

79
00:06:46,010 --> 00:06:49,176
Don't move, mutant,
or I'll blast!

80
00:06:55,718 --> 00:06:58,343
Now to find the fat slob
who dunked me!

81
00:06:59,301 --> 00:07:00,301
Uh-oh!

82
00:07:04,343 --> 00:07:07,010
Here! Go play
pick-up sticks!

83
00:07:13,343 --> 00:07:15,718
To our new queen!

84
00:07:16,301 --> 00:07:18,343
Our new queen!

85
00:07:20,343 --> 00:07:23,718
Jean. Jean.

86
00:07:24,718 --> 00:07:26,176
Thank you.

87
00:07:31,093 --> 00:07:34,635
Wyngarde! Quickly!
Engage her mind!

88
00:07:45,385 --> 00:07:48,010
Jean. Jean.

89
00:07:48,718 --> 00:07:51,968
Can this dark place
be your mind?

90
00:07:58,593 --> 00:08:02,468
I thought it was time
we ended our
little game, Mr. Summers.

91
00:08:02,468 --> 00:08:06,385
A duel!
No quarter asked,
none given!

92
00:08:07,885 --> 00:08:10,885
My eyes!
What happened to my power?

93
00:08:12,385 --> 00:08:15,260
Your mutant powers
won't work here.

94
00:08:15,260 --> 00:08:17,968
You're in
my world now.

95
00:08:17,968 --> 00:08:23,426
A mental arena
of my creating.
Inside Jean's mind.

96
00:08:24,593 --> 00:08:26,635
Jean, talk to me!

97
00:08:27,510 --> 00:08:29,385
What is this?

98
00:08:29,385 --> 00:08:33,593
My world, my rules,
my choice of weapons.

99
00:08:34,135 --> 00:08:35,301
Peasant!

100
00:08:53,176 --> 00:08:56,218
You can't fight
a whole world,

101
00:08:56,218 --> 00:09:00,468
you pathetic
little ex-X-Man.

102
00:09:10,468 --> 00:09:14,468
Don't go so soon.
It's very rude.

103
00:09:21,760 --> 00:09:24,468
Stop your illusions
and fight like a man!

104
00:09:24,468 --> 00:09:28,010
It's not me
that's doing it,
you blind fool!

105
00:09:28,010 --> 00:09:31,885
Jean's own mind
is helping me
to destroy you.

106
00:09:31,885 --> 00:09:33,843
No, I don't believe it!

107
00:09:39,468 --> 00:09:41,343
You did this to her!

108
00:09:44,343 --> 00:09:45,468
Wyngarde!

109
00:09:47,385 --> 00:09:49,343
Jean, I've come
to free you!

110
00:09:49,343 --> 00:09:51,468
I've already been freed.

111
00:09:51,468 --> 00:09:54,468
Set free from the constraints
of sympathy and morality

112
00:09:54,468 --> 00:09:57,468
that bind ordinary
human beings.

113
00:09:57,468 --> 00:10:01,468
The Phoenix force
inside me
aches for sensation.

114
00:10:01,468 --> 00:10:04,510
Jason Wyngarde
has shown us the way.

115
00:10:04,510 --> 00:10:07,343
Can't you see it
all around you?

116
00:10:07,343 --> 00:10:09,468
There's only darkness.

117
00:10:09,468 --> 00:10:13,510
This is not your mind!
Wyngarde is deceiving you!

118
00:10:15,593 --> 00:10:19,510
The dark joy of destruction!

119
00:10:19,510 --> 00:10:22,885
The end of Scott Summers!

120
00:10:35,093 --> 00:10:36,760
What? (SCREAMS)

121
00:10:41,343 --> 00:10:42,510
No!

122
00:10:42,510 --> 00:10:44,010
My friend,
what's wrong?

123
00:10:44,010 --> 00:10:45,135
Scott!

124
00:10:46,260 --> 00:10:48,301
Is he alive?

125
00:10:48,301 --> 00:10:51,885
When the mind
is destroyed,
the body cannot live.

126
00:10:51,885 --> 00:10:55,010
As my loving new bride
has helped to demonstrate.

127
00:10:55,010 --> 00:10:57,010
Yes, my queen.

128
00:10:57,510 --> 00:11:01,010
You are everything
I had hoped you to be.

129
00:11:07,885 --> 00:11:09,885
Cyclops lives!

130
00:11:11,301 --> 00:11:13,010
How could he have
survived the shock

131
00:11:13,010 --> 00:11:15,135
of the destruction
of his psychic image?

132
00:11:15,135 --> 00:11:16,718
I must know!

133
00:11:18,885 --> 00:11:22,468
He's still
psychically connected
to Jean Grey!

134
00:11:23,010 --> 00:11:25,468
That's why he lives!

135
00:11:25,468 --> 00:11:31,135
So, Wyngarde, your powers
over our guest
are less than absolute.

136
00:11:31,135 --> 00:11:35,468
They are sufficient.
Test them,
if you doubt me.

137
00:11:35,468 --> 00:11:37,760
Agreed.

138
00:11:37,760 --> 00:11:41,093
I offer you the pleasure
of annihilating
this useless X-Man.

139
00:11:41,093 --> 00:11:43,093
Do not do it!

140
00:11:43,093 --> 00:11:45,510
I don't want...

141
00:11:45,510 --> 00:11:47,010
For me...

142
00:11:47,010 --> 00:11:49,760
Correction.
For the Inner Circle.

143
00:11:49,760 --> 00:11:52,385
For new sensations,
my love.

144
00:11:53,176 --> 00:11:57,510
For this new sensation,
the rapture of destruction,

145
00:11:57,510 --> 00:12:03,093
for the pleasure
of the Phoenix!
The unbound joy of evil!

146
00:12:04,176 --> 00:12:07,176
Leland!
You unmitigated fool!

147
00:12:07,176 --> 00:12:10,093
You swore to me
that Wolverine had drowned.

148
00:12:10,093 --> 00:12:11,885
Here's Johnny!

149
00:12:11,885 --> 00:12:14,010
Stop him! Now!

150
00:12:21,010 --> 00:12:22,593
Get up, Wolverine!

151
00:12:25,468 --> 00:12:27,843
You see, Sebastian.

152
00:12:27,843 --> 00:12:32,426
Our new queen is more
powerful than the rest of
the Inner Circle combined!

153
00:12:32,426 --> 00:12:35,176
And I control her.

154
00:12:35,176 --> 00:12:41,301
Will you yield your place
as chairman
or do I have to take it?

155
00:12:41,301 --> 00:12:43,135
Don't make me laugh.

156
00:12:43,135 --> 00:12:45,135
The Inner Circle will never
follow a mutant

157
00:12:45,135 --> 00:12:48,718
whose only power
is circus trickery!
Leland!

158
00:12:48,718 --> 00:12:52,135
You've called me a fool
once too often.

159
00:12:54,093 --> 00:12:56,093
Pierce?

160
00:12:56,093 --> 00:12:59,218
What Wyngarde says
about our new
queen's power is true.

161
00:13:04,593 --> 00:13:07,426
Will you turn against
me, too, Emma?

162
00:13:07,426 --> 00:13:12,176
You wanted a new queen.
Now you have her.

163
00:13:14,176 --> 00:13:17,218
You think you people
can get away with this?

164
00:13:17,218 --> 00:13:19,760
I'll destroy
you all!

165
00:13:27,718 --> 00:13:30,843
Wolverine, you're supposed
to be resting.

166
00:13:30,843 --> 00:13:33,010
Even you can't
heal this fast.

167
00:13:34,093 --> 00:13:35,885
Don't bet on it, Redd.

168
00:13:35,885 --> 00:13:37,718
Sabretooth
nearly killed you.

169
00:13:37,718 --> 00:13:40,010
Someday I'll learn
not to let my guard down.

170
00:13:41,093 --> 00:13:42,218
Oh, no!

171
00:13:43,885 --> 00:13:45,385
Jean?

172
00:13:45,385 --> 00:13:48,218
I've got to go.

173
00:13:49,218 --> 00:13:51,093
Cyclops
is waiting for me.

174
00:13:51,093 --> 00:13:52,218
So am I.

175
00:13:53,593 --> 00:13:54,718
Oh, no!

176
00:13:55,593 --> 00:13:56,843
Logan!

177
00:13:59,010 --> 00:14:00,468
What have I done?

178
00:14:00,468 --> 00:14:03,385
What have I let
the Phoenix do to Scott?

179
00:14:03,385 --> 00:14:07,718
My queen,
I have a more important
job for you.

180
00:14:08,426 --> 00:14:11,468
Destroy Sebastian Shaw!

181
00:14:11,468 --> 00:14:13,218
Now wait a minute!

182
00:14:16,718 --> 00:14:19,885
Wyngarde, you've lost
your hold over her!

183
00:14:19,885 --> 00:14:21,468
No, I couldn't have!

184
00:14:21,468 --> 00:14:25,260
No one can control
the power of the Phoenix.

185
00:14:28,260 --> 00:14:30,260
Jean, it's you.

186
00:14:31,260 --> 00:14:33,260
Talk to me! Help me!

187
00:14:35,218 --> 00:14:40,218
I tire
of your squabbling.
Amuse yourselves.

188
00:14:51,260 --> 00:14:55,260
I need no help from a woman
to destroy the X-Men.

189
00:14:55,260 --> 00:15:00,385
I can absorb
all their powers.
Go ahead. Try it.

190
00:15:05,093 --> 00:15:08,135
Thanks, mon ami.
Leave the others
to Gambit.

191
00:15:08,135 --> 00:15:10,301
I'll hang on
to this one.

192
00:15:15,301 --> 00:15:17,301
She play rough!

193
00:15:22,301 --> 00:15:24,218
You're half bronco!

194
00:15:26,343 --> 00:15:27,718
Stop them!

195
00:15:29,343 --> 00:15:30,968
What in the world?

196
00:15:33,760 --> 00:15:37,510
I'll get my queen.
I can still control her.

197
00:15:53,343 --> 00:15:58,260
Winds, rise and sweep
the thorns from our path!

198
00:16:04,968 --> 00:16:07,843
People, mop up in here.
I have to find Jean.

199
00:16:10,176 --> 00:16:14,593
Forgive me, Mr. Shaw,
for dropping in uninvited.

200
00:16:14,593 --> 00:16:18,010
There's the fat pig
who dumped me in the sewer.

201
00:16:18,010 --> 00:16:19,468
Let's dance.

202
00:16:19,468 --> 00:16:21,510
Keep away! Uh-oh!

203
00:16:25,301 --> 00:16:27,010
Stop it!

204
00:16:27,010 --> 00:16:29,968
You cannot absorb
what is not
focused upon you.

205
00:16:29,968 --> 00:16:32,385
Clever, but ineffective.

206
00:16:32,385 --> 00:16:36,176
My mutant power absorbs
the energy you use against me.

207
00:16:39,885 --> 00:16:43,218
The Inner Circle is
not so easily defeated!

208
00:16:43,218 --> 00:16:47,301
Ice, snow,
vent your fury!

209
00:16:47,301 --> 00:16:50,510
(STUTTERING)
You can't do this to me!

210
00:16:55,218 --> 00:16:56,885
Get out of my way!

211
00:17:03,426 --> 00:17:06,426
Jean?
Jean, where are you?

212
00:17:08,760 --> 00:17:12,718
Lowlifes, pretenders!
I'll show you!

213
00:17:18,010 --> 00:17:21,343
No one can defeat
Sebastian Shaw.

214
00:17:25,426 --> 00:17:29,010
You couldn't manage
a heat wave,
by any chance?

215
00:17:40,593 --> 00:17:42,635
Thanks for
the hand, sugar!

216
00:17:42,635 --> 00:17:46,426
I bet these cybernetic things
cost an arm and a leg.

217
00:17:52,468 --> 00:17:54,176
This way!

218
00:17:54,176 --> 00:17:56,510
We've lost because of
Wyngarde's incompetence!

219
00:17:56,510 --> 00:18:02,260
But the Inner Circle lives.
We will get our revenge.

220
00:18:08,468 --> 00:18:12,510
Look like
the hotshot Inner Circle
high-tailed it out of here.

221
00:18:12,510 --> 00:18:14,843
But where's Jean
and Cyclops?

222
00:18:19,760 --> 00:18:23,218
My dearest, you have
succumbed to your nightmare
again, my darling.

223
00:18:23,218 --> 00:18:25,218
But fear not.

224
00:18:25,218 --> 00:18:27,593
I have come to rescue you,
to take you back
to your real life.

225
00:18:27,593 --> 00:18:30,260
To our life together.

226
00:18:31,593 --> 00:18:36,593
Your pathetic attempt
to use me
has opened my eyes!

227
00:18:37,468 --> 00:18:41,301
No! Please!
I cared for you! I...

228
00:18:43,468 --> 00:18:47,218
You had me do evil
to gain you power.

229
00:18:47,218 --> 00:18:50,760
But through this body,
I felt the thrill
of that evil.

230
00:18:50,760 --> 00:18:54,135
Now I thirst for more!

231
00:18:57,301 --> 00:19:00,593
I am too powerful
for your illusions.

232
00:19:01,468 --> 00:19:06,218
Let the world see
how truly ugly you are.

233
00:19:07,218 --> 00:19:12,010
Would you like to
see me as I truly am,

234
00:19:12,593 --> 00:19:14,718
my love?

235
00:19:23,510 --> 00:19:25,510
Jean? Jean?

236
00:19:26,968 --> 00:19:31,010
The mortal Jean Grey
is no more.

237
00:19:31,010 --> 00:19:34,593
I am fire made flesh!

238
00:19:34,593 --> 00:19:37,135
Power incarnate!

239
00:19:37,135 --> 00:19:41,885
I am the Dark Phoenix!

240
00:19:41,885 --> 00:19:44,510
Jean? No!