1
00:00:39,778 --> 00:00:41,320
Previously onX-Men...

2
00:00:41,320 --> 00:00:43,445
You X-Men were
allowed to enter,

3
00:00:43,445 --> 00:00:45,528
so that I could have
the pleasure of
introducing you

4
00:00:45,528 --> 00:00:48,361
to the Inner Circle's
newest member.

5
00:00:49,028 --> 00:00:51,361
To our new queen!

6
00:00:51,361 --> 00:00:53,778
Our new queen!

7
00:00:53,778 --> 00:00:55,570
Jean!

8
00:00:55,570 --> 00:00:58,403
We can't
deceive and control
the Phoenix forever.

9
00:00:58,403 --> 00:01:02,570
Some day she'll discover
the truth, and turn against
the Inner Circle.

10
00:01:02,570 --> 00:01:07,570
Your pathetic attempt to
use me has opened my eyes!

11
00:01:07,570 --> 00:01:09,445
No! Please!

12
00:01:11,320 --> 00:01:14,903
You had me do evil
to gain you power.

13
00:01:14,903 --> 00:01:18,570
But through this body,
I felt the thrill of
that evil.

14
00:01:18,570 --> 00:01:21,820
Now I thirst for more!

15
00:01:22,820 --> 00:01:26,653
Jean, it's you.
Talk to me! Help me!

16
00:01:27,070 --> 00:01:31,695
For this new sensation,
the rapture of destruction,

17
00:01:31,695 --> 00:01:37,070
for the
pleasure of the Phoenix!
The unbound joy of evil!

18
00:01:37,820 --> 00:01:41,820
The mortal
Jean Grey is no more.

19
00:01:41,820 --> 00:01:47,945
I am
fire made flesh!
Power incarnate!

20
00:01:47,945 --> 00:01:52,320
I am the Dark Phoenix!

21
00:02:58,445 --> 00:03:00,070
Do not do it.

22
00:03:00,070 --> 00:03:01,445
Oh, dear.

23
00:03:06,945 --> 00:03:11,778
You wish me to
return to the cold
nothingness of space?

24
00:03:11,778 --> 00:03:14,820
You wish me to
give up the body?

25
00:03:14,820 --> 00:03:16,195
Never!

26
00:03:17,820 --> 00:03:22,070
There is a power
beyond good and
evil,

27
00:03:22,070 --> 00:03:27,486
the power to create
and the power to destroy.

28
00:03:27,486 --> 00:03:29,695
Jean, can you hear me?

29
00:03:29,695 --> 00:03:35,070
Jean Grey
can hear nothing.
Speak only to the Phoenix.

30
00:03:35,070 --> 00:03:38,820
Jean, fight it!
Use the powers
of your mind.

31
00:03:39,486 --> 00:03:42,278
Remember what we
mean to each other.

32
00:03:42,278 --> 00:03:45,820
Jean, please,
don't leave me.

33
00:03:47,195 --> 00:03:50,320
Scott? Scott, help me.

34
00:03:50,320 --> 00:03:53,486
Enough!
You are of
no use to me.

35
00:03:59,445 --> 00:04:00,486
Ducks.

36
00:04:07,820 --> 00:04:10,320
I hate ducks.

37
00:04:10,320 --> 00:04:15,528
Gambit can't help but notice
you save him, chere,
and not Wolverine.

38
00:04:15,528 --> 00:04:17,236
Must be
my way with women.

39
00:04:17,236 --> 00:04:19,528
Don't flatter yourself,
swamp-boy.

40
00:04:21,528 --> 00:04:23,528
Little piece of advice,
Cajun.

41
00:04:23,528 --> 00:04:26,361
Never make that
woman mad at you.

42
00:04:26,361 --> 00:04:29,445
Speaking of mood swings,
what's bugging the Phoenix?

43
00:04:29,445 --> 00:04:31,278
She used to
be on our side.

44
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I fear
Xavier's intuition
has proved prescient.

45
00:04:34,653 --> 00:04:38,195
Through
Jean's keen human senses,
the Phoenix has experienced

46
00:04:38,195 --> 00:04:41,195
exhilarating new sensations
and emotions.

47
00:04:41,195 --> 00:04:43,278
I doubt
she wants to
give them up.

48
00:04:43,278 --> 00:04:45,236
Why not ask her?

49
00:04:45,236 --> 00:04:47,653
Better ask her real nice.

50
00:04:48,528 --> 00:04:51,528
Your destiny is
at its end, X-Men.

51
00:04:51,528 --> 00:04:56,320
The Dark Phoenix has
come to destroy you all!

52
00:05:00,528 --> 00:05:02,278
Defend yourselves.

53
00:05:02,278 --> 00:05:05,528
But remember, Jean is up
there with her. Be careful.

54
00:05:05,528 --> 00:05:09,778
I call upon
the power of
the hurricane!

55
00:05:12,778 --> 00:05:14,320
Hang on, sugar.

56
00:05:20,653 --> 00:05:25,153
Do you really think
your puny powers mean
anything to me?

57
00:05:25,153 --> 00:05:26,778
Forgive me, Jean.

58
00:05:28,153 --> 00:05:29,903
This is too easy.

59
00:05:29,903 --> 00:05:33,528
You provide me
only annoyance,
frustration.

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The power of lightning!

61
00:05:40,778 --> 00:05:45,236
Why does the body excite
when I must struggle to
get at them?

62
00:05:47,778 --> 00:05:49,778
Get away from her, you witch!

63
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What in the world?

64
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Uh-oh!

65
00:06:02,528 --> 00:06:05,778
Why does
the sensation lessen
when the opponent is weak?

66
00:06:14,236 --> 00:06:15,945
Cyclops, now!

67
00:06:18,570 --> 00:06:20,195
No!

68
00:06:20,195 --> 00:06:21,778
Beast!

69
00:06:26,570 --> 00:06:32,070
Fools! Do you think
I need eyes to see,
ears to hear?

70
00:06:33,320 --> 00:06:35,820
Shouldn't have
done that, gal.

71
00:06:35,820 --> 00:06:39,820
Let's see how cocky you are
once I've drained off some
of your power.

72
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Stop it!

73
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Is this all you
can do against me?

74
00:06:46,528 --> 00:06:48,653
This is too easy.

75
00:06:48,653 --> 00:06:50,278
Give her back!

76
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Why do you care
about this body?

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I love her.

78
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Love? I do not understand.
Your answer is unacceptable.

79
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Scott? What have I done?

80
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I love you, Scott.

81
00:07:21,486 --> 00:07:25,778
No matter
what the future holds,
I will always love you.

82
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Never forget.

83
00:07:56,945 --> 00:07:57,945
Jeannie.

84
00:08:22,778 --> 00:08:25,820
Life readings, Eluke?
As if I didn't already know.

85
00:08:25,820 --> 00:08:27,695
Nothing, Captain.

86
00:08:27,695 --> 00:08:30,528
The D'Bari star system is
as devoid of life
as the others.

87
00:08:30,528 --> 00:08:32,403
It seems such a waste.

88
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An entire
universe out there,
waiting to be discovered,

89
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and we're asked to
map dead star systems.

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Who knows?
Maybe one day we
shall find something.

91
00:08:44,778 --> 00:08:47,361
What is it?
What's happening?

92
00:08:48,486 --> 00:08:50,070
I don't know.

93
00:08:56,528 --> 00:08:59,445
Eluke!
What was that? A comet?

94
00:08:59,445 --> 00:09:03,153
No. It is alive!

95
00:09:07,570 --> 00:09:09,445
It just plunged into
the sun.

96
00:09:09,445 --> 00:09:11,486
Surely, it cannot
have survived.

97
00:09:11,486 --> 00:09:15,236
According to my readings,
Captain, the creature is
still alive.

98
00:09:15,236 --> 00:09:18,403
Not only alive, but feeding!

99
00:09:18,403 --> 00:09:20,445
Feeding? On a star?

100
00:09:23,945 --> 00:09:26,653
Engine room!
Full forward, now!

101
00:09:37,153 --> 00:09:38,653
All engines stop!

102
00:09:38,653 --> 00:09:41,195
Why are we stopping?
Get us out of here!

103
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No.

104
00:09:43,278 --> 00:09:46,236
That thing, whatever it is,
just destroyed an entire
star system.

105
00:09:46,820 --> 00:09:48,653
If those planets
had been inhabited,

106
00:09:48,653 --> 00:09:51,195
billions of innocent beings
would have been wiped out.

107
00:09:51,195 --> 00:09:54,195
We must
destroy that creature
before it feeds again.

108
00:10:13,195 --> 00:10:15,528
Eluke,
where is the creature now?

109
00:10:15,528 --> 00:10:19,236
Gone. Just gone!

110
00:10:19,236 --> 00:10:21,403
Connect me
with the Empress.

111
00:10:22,820 --> 00:10:26,445
No,
do not pursue,
return to me now.

112
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- Gladiator.
- Yes, my Empress!

113
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Assemble the Imperial Guard
immediately

114
00:10:32,236 --> 00:10:34,778
and make ready the
Imperial Star Cruiser!

115
00:10:34,778 --> 00:10:36,570
What has happened,
my Empress?

116
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Our worst nightmare.

117
00:10:41,236 --> 00:10:44,486
I'm afraid Jean Grey
no longer exists.

118
00:10:44,486 --> 00:10:48,028
When she first inhabited
Jean's body,
we were thankful.

119
00:10:48,028 --> 00:10:51,236
Jean helped her
protect us
from the M'Kraan Crystal.

120
00:10:51,653 --> 00:10:56,236
But now, Jean has been
overwhelmed by
the alien force within her.

121
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As long as Jean is alive,
we can't stop trying.

122
00:10:59,778 --> 00:11:03,778
Of course, Scott,
but we must also
be honest with ourselves

123
00:11:03,778 --> 00:11:05,695
about the depth
of the problem.

124
00:11:05,695 --> 00:11:08,903
Unless the Phoenix agrees
to leave Jean's body,

125
00:11:08,903 --> 00:11:11,403
I see no way to
save our friend.

126
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Professor,
she's coming back.

127
00:11:25,320 --> 00:11:26,945
She's coming back.

128
00:11:26,945 --> 00:11:29,320
How do you know
the Phoenix is returning?

129
00:11:29,320 --> 00:11:33,070
Jean is returning.
Our psychic rapport
is still functioning.

130
00:11:33,070 --> 00:11:36,320
We will do everything in
our power to protect Jean.

131
00:11:36,320 --> 00:11:39,445
But at the same time,
we must do all we can

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00:11:39,445 --> 00:11:44,320
to defeat
the Phoenix within her or
our world will not survive.

133
00:11:44,320 --> 00:11:47,653
How do you beat something
that can melt you in
a split second?

134
00:11:47,653 --> 00:11:49,653
- That's it!
- What's it?

135
00:11:49,653 --> 00:11:51,945
Why hasn't the Phoenix
melted us?

136
00:11:51,945 --> 00:11:53,903
How should I know?

137
00:11:53,903 --> 00:11:57,403
Because Jean has at least
some control
over the creature.

138
00:11:57,403 --> 00:11:59,945
That means there's
still hope of
reaching her.

139
00:11:59,945 --> 00:12:02,903
Ah, yes, its mind.

140
00:12:02,903 --> 00:12:08,153
The Inner Circle controlled
the Phoenix-Jean entity,
at least for a time,

141
00:12:08,153 --> 00:12:10,903
by attacking its
most vulnerable spot.

142
00:12:10,903 --> 00:12:13,653
But, Beast,
it's Jean's mind!

143
00:12:13,653 --> 00:12:18,570
I do not propose
to harm her mind,
only disable it.

144
00:12:19,153 --> 00:12:22,361
A mnemonic scrambling device
would temporarily prevent her

145
00:12:22,361 --> 00:12:24,403
from forming
coherent thought.

146
00:12:24,403 --> 00:12:27,278
That could cause the creature
to leave her!

147
00:12:27,278 --> 00:12:29,570
My thoughts, exactly.

148
00:12:29,570 --> 00:12:32,195
How could I
have not seen it?

149
00:12:32,195 --> 00:12:35,403
All those weeks we worked
to make Jean whole again,

150
00:12:35,403 --> 00:12:37,903
simply made her
the perfect host.

151
00:12:39,236 --> 00:12:42,445
Phoenix, why do you still
inhabit Jean's body?
Your work is done.

152
00:12:42,445 --> 00:12:44,653
You do her harm by remaining!

153
00:13:06,778 --> 00:13:09,778
One mnemonic scrambler,
made-to-order.

154
00:13:11,653 --> 00:13:14,486
Now, to find a suitable
test subject.

155
00:13:14,486 --> 00:13:16,528
Volunteers?

156
00:13:22,445 --> 00:13:24,445
- What is it?
- It's Jean.

157
00:13:24,945 --> 00:13:26,278
I feel her presence.

158
00:13:26,278 --> 00:13:27,945
Where? Here?

159
00:13:27,945 --> 00:13:32,695
No, somewhere near.
A place from her past.

160
00:13:33,445 --> 00:13:36,028
A place full of
emotional memories.

161
00:13:41,320 --> 00:13:44,278
Mom, Dad, I'm home.

162
00:13:50,653 --> 00:13:52,945
Mom? Dad?

163
00:13:54,361 --> 00:13:56,445
Mom? Are you here?

164
00:13:58,653 --> 00:14:00,195
Prometheus!

165
00:14:01,653 --> 00:14:05,236
Prometheus, it's me.
Jean.

166
00:14:44,195 --> 00:14:46,820
Daddy? Daddy's home!

167
00:14:56,528 --> 00:14:59,195
Daddy? Is that you?

168
00:14:59,653 --> 00:15:04,070
Daddy? Where are you going?
Daddy?

169
00:15:05,820 --> 00:15:08,528
Forgive me, chere,
this is the only way.

170
00:15:08,528 --> 00:15:09,653
Fools!

171
00:15:13,528 --> 00:15:15,945
Why ain't that
brain buster working?

172
00:15:15,945 --> 00:15:19,320
Patience, Rogue.
It should take
effect momentarily.

173
00:15:20,903 --> 00:15:24,570
Jean, my friend!
Do not reject our help.

174
00:15:24,570 --> 00:15:26,028
Let your mind...

175
00:15:26,028 --> 00:15:27,528
I have no friends!

176
00:15:29,070 --> 00:15:31,486
What is this,
"Catch the X-Men" day?

177
00:15:32,945 --> 00:15:36,653
Her mind is more powerful
than anything
I could imagine.

178
00:15:36,653 --> 00:15:39,486
She has overloaded
the scrambler's circuitry.

179
00:15:40,695 --> 00:15:43,028
We knew
it could come to this.

180
00:15:46,070 --> 00:15:47,070
We got to end it.

181
00:15:47,070 --> 00:15:48,320
Logan?

182
00:15:48,320 --> 00:15:49,570
- Jean?
- Do it.

183
00:15:50,528 --> 00:15:52,903
Quickly, while I
still have control.

184
00:15:52,903 --> 00:15:54,528
Stop her now!

185
00:15:56,903 --> 00:15:58,570
I can't!

186
00:15:58,570 --> 00:16:02,028
Please, if you truly
love me, don't let her...

187
00:16:02,945 --> 00:16:07,070
You should
have destroyed me
when you had the chance.

188
00:16:11,570 --> 00:16:16,236
What a pity, Beast.
I've ruined your
little toy.

189
00:16:19,903 --> 00:16:23,778
Now we'll play on my terms!

190
00:16:26,195 --> 00:16:28,945
Let them go. Jean.

191
00:16:29,570 --> 00:16:32,778
Jean Grey
no longer exists!

192
00:16:32,778 --> 00:16:36,528
I know
you're there, Jean.
I can still feel you.

193
00:16:37,028 --> 00:16:39,653
You cannot
destroy your friends.

194
00:16:40,945 --> 00:16:43,778
Don't be so sure!

195
00:16:43,778 --> 00:16:45,653
I love you, Jean.

196
00:16:45,653 --> 00:16:48,153
We all love you.
And you love us.

197
00:16:48,653 --> 00:16:53,028
You love me. Nothing
will ever change that.

198
00:16:53,028 --> 00:16:56,070
Scott? Scott, I...

199
00:16:57,361 --> 00:16:58,528
Jean!

200
00:17:06,070 --> 00:17:10,653
I'm sorry, Scott,
but I had to attack her mind
while she was distracted.

201
00:17:10,653 --> 00:17:13,070
As long as I've got
her back, safe and...

202
00:17:13,070 --> 00:17:15,028
I only stunned her.

203
00:17:15,028 --> 00:17:18,320
The creature inside her
must be destroyed now.
Quickly.

204
00:17:18,320 --> 00:17:20,653
- No.
- Now. Before she...

205
00:17:20,653 --> 00:17:23,653
Recovers? You're too late.

206
00:17:29,153 --> 00:17:31,320
And as for you...

207
00:17:33,695 --> 00:17:38,653
You once told Jean Grey
that the greatest joy
a teacher has

208
00:17:38,653 --> 00:17:42,403
is to
be surpassed
by his own pupil.

209
00:17:42,403 --> 00:17:43,945
Enjoy!

210
00:17:43,945 --> 00:17:45,653
Stop!

211
00:17:45,653 --> 00:17:48,528
I won't allow you
to enter my...

212
00:17:53,653 --> 00:17:58,445
In the battlefield
of the mind,
my will shall prevail!

213
00:17:58,445 --> 00:18:02,236
Do you really think
your puny mind
is a match for mine?

214
00:18:13,403 --> 00:18:18,153
As you once used
the power of the Phoenix
to bind the M'Kraan Crystal,

215
00:18:18,153 --> 00:18:21,445
I now
bind the Phoenix
with the power of...

216
00:18:33,945 --> 00:18:38,070
The conceit of you humans,
the arrogance!

217
00:18:40,945 --> 00:18:46,903
Jean. If you can
hear me, help me.
Help me. Help me.

218
00:18:48,778 --> 00:18:53,945
This can't be. I am Phoenix!

219
00:18:53,945 --> 00:18:57,778
I now bind the Phoenix
with the power of my mind!

220
00:18:57,778 --> 00:18:59,528
No!

221
00:19:02,778 --> 00:19:04,945
No!

222
00:19:12,236 --> 00:19:13,445
Professor!

223
00:19:14,195 --> 00:19:15,403
Jean!

224
00:19:22,070 --> 00:19:24,778
Professor,
will she be all right?

225
00:19:24,778 --> 00:19:26,486
Jeannie.

226
00:19:26,486 --> 00:19:29,695
The Phoenix is contained,
for now.

227
00:19:29,695 --> 00:19:33,778
I could never have defeated
the Phoenix if Jean herself
had not helped me.

228
00:19:33,778 --> 00:19:37,486
The strength of her
mind is truly awesome.

229
00:19:38,778 --> 00:19:40,445
Hi, four-eyes.

230
00:19:40,445 --> 00:19:42,153
Hi yourself, tiger.

231
00:19:47,195 --> 00:19:48,528
We got company.

232
00:19:48,528 --> 00:19:49,653
The Shi'ar.

233
00:19:53,653 --> 00:19:55,320
Greetings, Charles.

234
00:19:55,320 --> 00:19:58,361
Lilandra!
What is the matter?

235
00:19:58,778 --> 00:20:01,653
Why didn't you alert
me telepathically?

236
00:20:01,653 --> 00:20:07,653
Charles Xavier, it is
the decision of the High
Council of the Shi'ar Empire

237
00:20:07,653 --> 00:20:11,778
that the being known both
as the Phoenix and as
Jean Grey,

238
00:20:11,778 --> 00:20:14,070
must be destroyed!

239
00:20:14,070 --> 00:20:16,445
Lilandra, stop this!

240
00:20:16,445 --> 00:20:21,695
For the sake
of all that live,
Jean Grey must perish.