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Previously onX-Men...

2
00:00:42,430 --> 00:00:44,930
Your destiny is
at its end, X-Men.

3
00:00:44,930 --> 00:00:50,055
The Dark Phoenix has
come to destroy you all!

4
00:00:50,763 --> 00:00:54,763
That thing, whatever it is,
just destroyed an entire
star system.

5
00:00:55,430 --> 00:00:58,763
We must
destroy that creature
before it feeds again.

6
00:00:58,763 --> 00:01:02,513
Gladiator, assemble the
Imperial Guard immediately

7
00:01:02,513 --> 00:01:04,638
and make ready the
Imperial Star Cruiser!

8
00:01:04,638 --> 00:01:06,471
What has happened,
my Empress?

9
00:01:06,471 --> 00:01:08,596
Our worst nightmare.

10
00:01:08,596 --> 00:01:11,388
I won't allow you
to enter my...

11
00:01:13,513 --> 00:01:17,763
Jean. Help me.
Help me. Help me.

12
00:01:17,763 --> 00:01:22,305
This can't be! No!

13
00:01:22,305 --> 00:01:25,013
The Phoenix is contained,
for now.

14
00:01:25,180 --> 00:01:27,305
Lilandra!

15
00:01:27,305 --> 00:01:30,763
It is the decision
of the High Council
of the Shi'ar Empire,

16
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that the being known both
as the Phoenix and as
Jean Grey,

17
00:01:34,388 --> 00:01:36,305
must be destroyed!

18
00:02:37,888 --> 00:02:39,513
Capture Jean Grey!

19
00:02:39,513 --> 00:02:41,305
Don't let them through!

20
00:02:41,305 --> 00:02:42,930
You got that right!

21
00:02:42,930 --> 00:02:44,638
Do not resist, X-Men!

22
00:02:48,763 --> 00:02:49,888
No!

23
00:02:54,346 --> 00:02:56,763
They stopped! Why?

24
00:02:56,763 --> 00:02:59,555
Maybe they want to
live a little longer.

25
00:02:59,555 --> 00:03:01,763
I have probed
Lilandra's mind.

26
00:03:01,763 --> 00:03:03,763
The Shi'ar
have an ancient law,

27
00:03:03,763 --> 00:03:08,138
the challenge
to a duel of honor
which cannot be refused.

28
00:03:08,138 --> 00:03:10,763
I have made the challenge
in our names.

29
00:03:10,763 --> 00:03:13,180
In all of our names?

30
00:03:13,180 --> 00:03:16,763
It is the only way
to save Jean's life.

31
00:03:16,763 --> 00:03:19,055
So let's get to it.

32
00:03:33,055 --> 00:03:35,513
What happened?

33
00:03:35,513 --> 00:03:39,930
I believe that the technology
involves molecular dispersal
and reconstitution.

34
00:03:39,930 --> 00:03:42,263
In the vernacular,
we were moved.

35
00:03:42,263 --> 00:03:46,305
Lilandra, the
X-Men were your friends,
why have you kidnapped us?

36
00:03:46,305 --> 00:03:51,513
You are my friends.
I owe you my life
and my throne.

37
00:03:51,513 --> 00:03:54,388
Then why not trust
us to deal with Jean?

38
00:03:54,388 --> 00:03:57,138
The Phoenix
is too powerful.

39
00:03:57,138 --> 00:04:01,596
Once, she existed
only to serve our
empire.

40
00:04:01,596 --> 00:04:06,138
Now she lives only to
experience new sensations.

41
00:04:06,138 --> 00:04:09,513
The planets were,
fortunately, uninhabited.

42
00:04:09,513 --> 00:04:15,055
But what of next time?
Soon single stars will
not satiate her.

43
00:04:15,055 --> 00:04:17,555
She will consume galaxies.

44
00:04:17,555 --> 00:04:22,763
Like the
crystal that spawned her,
she can destroy all that is!

45
00:04:22,763 --> 00:04:25,013
I have no choice.

46
00:04:25,596 --> 00:04:28,555
But Professor Xavier
has cured her!

47
00:04:28,555 --> 00:04:33,055
Scott, the Phoenix
may be under control,
but she is still within me.

48
00:04:33,055 --> 00:04:37,471
To kill
an innocent creature to
get at another is barbarous!

49
00:04:37,471 --> 00:04:43,138
Lilandra,
I have invoked the
challenge of "Arin'nn Haelar!"

50
00:04:43,138 --> 00:04:44,930
You cannot refuse it!

51
00:04:44,930 --> 00:04:48,138
Take no solace
in your cleverness.

52
00:04:48,138 --> 00:04:51,638
You have only compounded
the tragedy.

53
00:04:51,638 --> 00:04:54,888
The Shi'ar empire
does not act alone,

54
00:04:55,513 --> 00:04:58,680
Phoenix is a creature
of such immense power,

55
00:04:58,680 --> 00:05:01,055
that
she threatens
stellar empires

56
00:05:01,055 --> 00:05:04,388
that were ancient
before your sun
had planets.

57
00:05:04,888 --> 00:05:07,930
I must consult them.

58
00:05:07,930 --> 00:05:11,346
Earthers
are a stubborn
breed, but honorable.

59
00:05:11,346 --> 00:05:13,596
The Kree do not
object to this duel!

60
00:05:13,596 --> 00:05:17,305
Nor do I,
Empress of the Skrulls,

61
00:05:17,305 --> 00:05:22,305
provided the X-Men
are not permitted
to win!

62
00:05:22,305 --> 00:05:25,346
You'll have your duel,
Charles Xavier.

63
00:05:25,346 --> 00:05:29,805
Though I fear
you will live to regret
what you have done this day.

64
00:05:32,638 --> 00:05:36,013
Beast, there is a question
I must ask of you.

65
00:05:36,013 --> 00:05:38,513
You wonder
if we are on
the right side.

66
00:05:38,513 --> 00:05:41,638
She is someone I love,
as I would love a sister.

67
00:05:41,638 --> 00:05:45,638
Of course,
but there is far
more at stake here, Ororo.

68
00:05:45,638 --> 00:05:49,471
Jean has
committed no crime,
has injured no one.

69
00:05:49,471 --> 00:05:52,138
Yet, we are asked
to allow her to
be destroyed

70
00:05:52,138 --> 00:05:54,430
to prevent the possible
future crimes of another.

71
00:05:54,430 --> 00:05:57,638
But she has given
Jean a trial by combat.

72
00:05:57,638 --> 00:06:02,055
Such a trial is no
contest of reason,
it is a war.

73
00:06:02,055 --> 00:06:05,638
Such a position
mocks justice.
Lilandra is wrong.

74
00:06:05,638 --> 00:06:08,055
You're
getting slow, gumbo!

75
00:06:09,638 --> 00:06:11,180
Gambit will be ready.

76
00:06:13,013 --> 00:06:14,763
Could Lilandra be right?

77
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Is Phoenix too
dangerous to exist?

78
00:06:16,763 --> 00:06:18,055
Maybe,

79
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but if push comes to shove
I stand by Jean all the way.

80
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Lilandra, let our minds
join as one.

81
00:06:33,638 --> 00:06:38,055
We must not
let these events
wither our love, Lilandra.

82
00:06:38,055 --> 00:06:41,638
I wish only to
cherish you, Charles.

83
00:06:41,638 --> 00:06:46,596
Then help me.
Join with me to
contain the Phoenix.

84
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That was unworthy of you.

85
00:06:50,180 --> 00:06:54,055
Lilandra,
you do not understand...

86
00:06:54,055 --> 00:06:57,638
I am Empress of
the Shi'ar Empire.

87
00:06:57,638 --> 00:07:01,138
My duty, before
the longings of
my heart,

88
00:07:01,138 --> 00:07:04,638
is to
protect those
in my dominion!

89
00:07:04,638 --> 00:07:09,680
Please, Lilandra,
it doesn't have
to be... No!

90
00:07:18,555 --> 00:07:21,888
I can't
help thinking, Rogue,
what if Lilandra's right?

91
00:07:21,888 --> 00:07:25,680
If the psychic
circuit breakers Xavier
placed in Jean's mind fail,

92
00:07:25,680 --> 00:07:29,596
a universe full of innocent
life would be at the
Phoenix's mercy.

93
00:07:29,596 --> 00:07:32,346
I know
how much you love Jean.

94
00:07:32,346 --> 00:07:37,180
It's the kind of love I've
always wanted in my life,
but never had.

95
00:07:37,180 --> 00:07:39,513
This must be
tearing you apart.

96
00:07:39,513 --> 00:07:41,763
I know
what you're
asking yourself.

97
00:07:41,763 --> 00:07:45,763
If I were
in Lilandra's place,
would I act any differently?

98
00:07:45,763 --> 00:07:48,388
I'd like to think, I would.

99
00:07:48,388 --> 00:07:50,638
No matter what the cost?

100
00:07:50,638 --> 00:07:53,305
You're wearing
your old X-Men
uniform.

101
00:07:53,305 --> 00:07:57,180
It is how you first
knew me. It felt right.

102
00:07:58,471 --> 00:08:00,180
My daddy always said,

103
00:08:00,180 --> 00:08:02,763
"Two's company,
and three's an
eavesdropper."

104
00:08:03,763 --> 00:08:05,180
Jean...

105
00:08:06,180 --> 00:08:09,763
I destroyed
a solar system
and reveled in it.

106
00:08:09,763 --> 00:08:11,805
Phoenix did! Not you.

107
00:08:11,805 --> 00:08:15,138
What if she breaks free?
What if...

108
00:08:15,138 --> 00:08:19,388
What if the next
world we ravage
is Earth?

109
00:08:19,388 --> 00:08:22,513
Jean, you're not evil.
You can win.

110
00:08:22,513 --> 00:08:24,263
We can stop Phoenix!

111
00:08:24,263 --> 00:08:28,013
No, Scott,
before you say any more,

112
00:08:29,805 --> 00:08:34,471
see my fears
and then give
me your answer.

113
00:08:34,471 --> 00:08:37,888
I can imagine
losing control again.

114
00:08:37,888 --> 00:08:41,471
Only this time, my victims
would be my friends.

115
00:08:52,638 --> 00:08:55,055
And the world
that I call home.

116
00:08:56,763 --> 00:08:59,471
Am I worth the risk?

117
00:08:59,471 --> 00:09:02,055
You're worth
everything there is.

118
00:09:02,805 --> 00:09:06,388
I love you, too, Scott.
With all my heart.

119
00:09:08,763 --> 00:09:11,763
The X-Men
will battle
the Imperial Guard

120
00:09:11,763 --> 00:09:14,930
in the uncharted blue
area of Earth's moon.

121
00:09:14,930 --> 00:09:19,680
If the X-Men win,
those who survive
will be set free.

122
00:09:19,680 --> 00:09:22,305
If my
Imperial Guard wins,

123
00:09:22,305 --> 00:09:27,763
Phoenix, Jean Grey,
is ours to do with
as we will.

124
00:09:29,430 --> 00:09:31,638
Technician,
beam them down.

125
00:09:36,263 --> 00:09:39,638
The X-Men face hopeless odds,
Your Majestrix.

126
00:09:39,638 --> 00:09:43,555
But they're exceptional
beings. Suppose they win?

127
00:09:43,555 --> 00:09:48,805
They will not win, Araki.
They cannot win.

128
00:09:53,888 --> 00:09:56,930
Looks like some
spooky Mardi Gras.

129
00:09:56,930 --> 00:09:58,555
Fascinating!

130
00:09:58,555 --> 00:10:01,805
These ruins mean the
moon was once inhabited!

131
00:10:01,805 --> 00:10:05,680
I can fly and we
can all breathe.

132
00:10:05,680 --> 00:10:09,805
Wait! I'm picking up
multiple telepathic
impressions.

133
00:10:09,805 --> 00:10:11,388
Over there.

134
00:10:16,763 --> 00:10:18,805
Looks like
it's show time.

135
00:10:18,805 --> 00:10:20,763
Remember the plan,

136
00:10:20,763 --> 00:10:23,013
we split up into teams
and start hitting and
running

137
00:10:23,013 --> 00:10:24,763
until we whittle them down!

138
00:10:24,763 --> 00:10:27,763
You can
neither hide nor
escape from us!

139
00:10:27,763 --> 00:10:29,888
Guess again, hot shot!

140
00:10:44,555 --> 00:10:46,055
The party's
started without us!

141
00:10:46,513 --> 00:10:52,430
Oh, dear, we have met
the enemy, and he is big.

142
00:10:52,430 --> 00:10:55,888
We offer you the choice
of honorable surrender.

143
00:10:55,888 --> 00:10:58,430
Stuff your offer, tin man!

144
00:10:59,680 --> 00:11:01,930
Where'd you come from?

145
00:11:04,638 --> 00:11:05,888
Gambit!

146
00:11:07,930 --> 00:11:10,430
Gambit is much obliged,
my brave belle.

147
00:11:10,430 --> 00:11:12,555
I look forward to
making it up to you.

148
00:11:12,763 --> 00:11:14,888
Nice try!

149
00:11:14,888 --> 00:11:20,471
But you can't
fight a man who controls
the ground under your feet.

150
00:11:21,346 --> 00:11:26,513
Controlling
the dirt is nothing to one
who commands wind and rain!

151
00:11:35,180 --> 00:11:38,513
First round to the
Imperial Guard,
Hussar.

152
00:11:38,513 --> 00:11:39,763
A good omen!

153
00:11:39,763 --> 00:11:41,680
You have angered Starbolt!

154
00:11:41,680 --> 00:11:44,638
My rage is feared
throughout the empire!

155
00:11:48,638 --> 00:11:50,888
Honey,
you're giving
me goose bumps!

156
00:11:55,805 --> 00:11:58,388
If you want me,
you got to catch me first.

157
00:11:58,388 --> 00:12:01,888
You're fast as a swamp bug
on a hot skillet!

158
00:12:01,888 --> 00:12:04,138
Let's see if
you're as nimble!

159
00:12:08,805 --> 00:12:10,138
Guess not.

160
00:12:10,930 --> 00:12:14,805
Organics are too
slow to fight Warstar.

161
00:12:15,346 --> 00:12:17,930
Your
elimination
is inevitable.

162
00:12:25,471 --> 00:12:28,055
Initiate repair sequence.

163
00:12:28,805 --> 00:12:30,180
Take your time.

164
00:12:30,180 --> 00:12:32,346
Arrogant fool!

165
00:12:32,346 --> 00:12:36,430
To fight the Imperial Guard
is to face the wrath of
Gladiator!

166
00:12:37,305 --> 00:12:38,596
I get the message.

167
00:12:46,388 --> 00:12:51,596
Your loyalty to this Jean
creature speaks well for
your species, human.

168
00:12:55,596 --> 00:12:56,638
Jean.

169
00:13:02,180 --> 00:13:04,763
Oracle,
you're making
this too easy.

170
00:13:14,180 --> 00:13:16,055
We have
fought before, Rogue.

171
00:13:16,055 --> 00:13:18,638
You know you
cannot match
my power.

172
00:13:18,638 --> 00:13:21,638
Come on,
give a gal
a little credit.

173
00:13:55,138 --> 00:14:00,138
My X-Men!
I never dreamed it
would end like this!

174
00:14:00,138 --> 00:14:03,430
Why do you not go
to him, Majestrix?

175
00:14:03,430 --> 00:14:06,888
The part
of me that is woman
wants to comfort him

176
00:14:06,888 --> 00:14:09,513
with every breath
that I take.

177
00:14:09,513 --> 00:14:14,471
But an Empress must be
made of steel, even at
the cost of her heart.

178
00:14:19,930 --> 00:14:23,555
Scott, I've lost
telepathic contact
with the other X-Men!

179
00:14:23,555 --> 00:14:26,805
I think
we're the only
ones left. In here!

180
00:14:27,263 --> 00:14:29,638
It's too shallow.
They'll spot us.

181
00:14:29,638 --> 00:14:34,055
Leave that to me.
We're safe, for now.

182
00:14:34,055 --> 00:14:35,805
Jean,
we don't have much time.

183
00:14:36,596 --> 00:14:39,763
There's so much I feel,
so much we haven't done,

184
00:14:40,596 --> 00:14:42,388
so much I want
to say to you!

185
00:14:42,388 --> 00:14:46,138
Where I'm concerned,
it's the thoughts
that count.

186
00:14:46,138 --> 00:14:49,471
And yours, like you,
are beautiful.

187
00:14:56,346 --> 00:14:57,638
Ready?

188
00:15:13,763 --> 00:15:15,138
Scott!

189
00:15:20,263 --> 00:15:22,055
I let you down.

190
00:15:30,555 --> 00:15:34,055
Majestrix! Sensors are
registering off the scales!

191
00:15:34,055 --> 00:15:36,138
Go to plan Omega! Now!

192
00:15:40,346 --> 00:15:43,763
Araki, get the weapons
online and fire at will!

193
00:15:43,763 --> 00:15:45,763
The Phoenix
must be destroyed!

194
00:15:46,680 --> 00:15:48,180
Lilandra was right.

195
00:15:48,180 --> 00:15:51,596
I know it now.
I must stop Phoenix!

196
00:15:51,596 --> 00:15:54,763
Hear me, X-Men!
You must revive!

197
00:15:54,763 --> 00:15:56,638
Phoenix must be stopped!

198
00:15:56,638 --> 00:15:58,346
This has gone too far!

199
00:15:58,346 --> 00:16:01,305
You must strike
while you still can!

200
00:16:01,305 --> 00:16:04,430
The great Gladiator!

201
00:16:04,430 --> 00:16:08,763
How I have missed
the pleasure of
thrashing you!

202
00:16:08,763 --> 00:16:14,180
Scott, destroy
Phoenix now, before
she fully re-energizes!

203
00:16:14,180 --> 00:16:17,013
Professor,
there must be
some other way!

204
00:16:17,013 --> 00:16:18,763
There is not!

205
00:16:35,055 --> 00:16:38,305
I can't do it, Jeannie...

206
00:16:38,805 --> 00:16:40,346
How touching!

207
00:16:43,346 --> 00:16:45,388
Rogue! Now!

208
00:16:47,305 --> 00:16:48,805
Beast, now!

209
00:16:51,180 --> 00:16:52,805
Forgive me, Jean!

210
00:16:58,471 --> 00:17:00,180
It's done.

211
00:17:02,763 --> 00:17:03,805
Scott.

212
00:17:04,763 --> 00:17:06,638
Scott, help me.

213
00:17:07,888 --> 00:17:12,555
The Phoenix is
growing within me.
I can't control her.

214
00:17:12,555 --> 00:17:14,430
Stop us, now!

215
00:17:14,805 --> 00:17:18,805
Jean! Fight it!
Use the powers
of your mind!

216
00:17:18,805 --> 00:17:22,138
I can't fight it!
Not every second
of every day.

217
00:17:22,138 --> 00:17:24,346
Never slipping,
not even for an instant.

218
00:17:24,346 --> 00:17:26,888
Scott, please. Do it!

219
00:17:26,888 --> 00:17:28,888
I can't!

220
00:17:37,888 --> 00:17:40,305
The weapons
just came online.

221
00:17:40,305 --> 00:17:41,680
But how?

222
00:17:41,680 --> 00:17:43,680
It's Jean!

223
00:17:44,180 --> 00:17:48,138
Jean,
come back!
Come back!

224
00:17:52,388 --> 00:17:53,888
I love you, Scott.

225
00:17:59,513 --> 00:18:00,930
Jean!

226
00:18:00,930 --> 00:18:03,596
Part of me will
always be with you!

227
00:18:07,555 --> 00:18:08,888
She's gone!

228
00:18:09,930 --> 00:18:11,888
You've won!

229
00:18:23,638 --> 00:18:28,471
You've got your
justice, Lilandra.
The universe is safe!

230
00:18:28,471 --> 00:18:31,055
I take
no pleasure in
this, Scott Summers.

231
00:18:31,055 --> 00:18:34,263
Don't. Not a word.

232
00:18:37,138 --> 00:18:40,680
I am the entity
known to you as
Phoenix.

233
00:18:40,680 --> 00:18:44,430
To save all that exists,
I became one with Jean Grey.

234
00:18:44,430 --> 00:18:46,471
We preserved the crystal.

235
00:18:46,471 --> 00:18:49,763
But
I discovered an element
to humans called emotion.

236
00:18:49,763 --> 00:18:51,805
I lost my way.

237
00:18:51,805 --> 00:18:55,638
Now that the
fire within Jean Grey
has been extinguished,

238
00:18:55,638 --> 00:19:00,930
I am as I was,
guardian of creation.

239
00:19:00,930 --> 00:19:02,930
And what about Jean?

240
00:19:02,930 --> 00:19:05,680
Or are the
dreams of a mortal
beneath your notice?

241
00:19:05,680 --> 00:19:09,013
The radiance
within her is no more.

242
00:19:09,013 --> 00:19:13,138
It can be rekindled only by
taking the flame from another.

243
00:19:13,138 --> 00:19:14,930
Then take mine.

244
00:19:14,930 --> 00:19:17,180
Sorry, bub,
you're out
of line.

245
00:19:17,180 --> 00:19:18,638
I'm your man.

246
00:19:18,638 --> 00:19:20,930
Don't even think about it.

247
00:19:20,930 --> 00:19:22,930
I ain't giving
you a choice!

248
00:19:22,930 --> 00:19:26,388
The gift
need not come
from a single entity.

249
00:19:26,388 --> 00:19:30,805
A smaller
portion from many
is possible. Be warned!

250
00:19:30,805 --> 00:19:34,763
Your own flames
would be diminished
by the amount sundered.

251
00:19:34,763 --> 00:19:38,263
We understand
and we accept.

252
00:19:59,596 --> 00:20:03,013
Scott? Scott?

253
00:20:03,763 --> 00:20:07,555
Jean! Oh, Jean!

254
00:20:08,680 --> 00:20:10,055
I love you, Scott.

255
00:20:10,930 --> 00:20:15,805
My time here has ended.
I must depart.

256
00:20:23,055 --> 00:20:26,346
The Mansion?
The control room?

257
00:20:27,055 --> 00:20:28,388
We're home!

258
00:20:32,055 --> 00:20:33,888
Farewell, Charles.

259
00:20:36,055 --> 00:20:37,638
Lilandra,

260
00:20:38,930 --> 00:20:42,055
part of your mind
is hidden from me.

261
00:20:42,055 --> 00:20:46,055
You have
never denied me
before, why now?

262
00:20:46,055 --> 00:20:51,055
As Empress, there is a part of
me that will forever be alone.

263
00:20:51,555 --> 00:20:53,013
Goodbye, Charles.