1 00:01:26,968 --> 00:01:30,260 Why can't I move? 2 00:01:59,676 --> 00:02:01,718 That's some wake-up call. 3 00:02:02,093 --> 00:02:03,676 Something's going on outside. 4 00:02:04,093 --> 00:02:06,468 Beast, see if everyone else is okay. 5 00:02:06,468 --> 00:02:08,385 The rest of us, let's go! 6 00:02:08,385 --> 00:02:09,385 Outside? 7 00:02:12,510 --> 00:02:15,510 Oh, wow! Who put on the laser show? 8 00:02:16,510 --> 00:02:18,593 Something's kind of spooky about all this. 9 00:02:19,218 --> 00:02:21,010 Elements are out of balance. 10 00:02:21,510 --> 00:02:24,093 Our world is under siege! 11 00:02:26,593 --> 00:02:28,343 I don't believe it! 12 00:02:29,135 --> 00:02:30,676 That's right, runt! 13 00:02:31,218 --> 00:02:33,801 Ain't life just special? 14 00:02:46,010 --> 00:02:47,926 All right, who's out there? 15 00:02:48,635 --> 00:02:51,010 Come out now and you won't get hurt! 16 00:02:52,218 --> 00:02:54,385 Huh? 17 00:03:07,468 --> 00:03:09,260 What sorcery is this? 18 00:03:09,885 --> 00:03:11,926 No, please! 19 00:03:13,093 --> 00:03:14,510 Begone! 20 00:03:16,093 --> 00:03:17,260 No. 21 00:03:17,260 --> 00:03:18,885 Scott, help me! 22 00:03:18,885 --> 00:03:20,968 Care to join her? 23 00:03:22,468 --> 00:03:24,968 Must save them. 24 00:03:34,218 --> 00:03:35,968 They're all gone! 25 00:03:40,260 --> 00:03:43,135 Gone? Hank, what's he talking about? 26 00:03:43,135 --> 00:03:45,510 Why can't we wake him from his nightmare? 27 00:03:45,926 --> 00:03:48,468 How could a slight concussion do all this? 28 00:03:48,968 --> 00:03:51,718 This is an unaccountable biological condition. 29 00:03:52,385 --> 00:03:57,093 The Professor appears to be in no physical pain, yet he is weakening steadily. 30 00:03:57,093 --> 00:03:59,510 As with the most powerful hypnosis, 31 00:03:59,510 --> 00:04:02,718 his mind is telling him that he's gravely hurt. 32 00:04:03,135 --> 00:04:06,801 Are you saying that something can manipulate Xavier's mind? 33 00:04:06,801 --> 00:04:08,801 He's the most powerful psychic on Earth! 34 00:04:09,218 --> 00:04:11,718 Jean, can't you contact him telepathically? 35 00:04:11,718 --> 00:04:13,968 I've tried. I can't get through! 36 00:04:13,968 --> 00:04:17,843 Oh, Jean, Scott, Jubilee! 37 00:04:17,843 --> 00:04:19,635 I couldn't save them! 38 00:04:19,635 --> 00:04:22,635 Beast! Those readings are getting worse! 39 00:04:22,635 --> 00:04:23,968 Professor! 40 00:04:23,968 --> 00:04:26,260 Charles, can you hear us? 41 00:04:28,218 --> 00:04:31,135 I... I know this place. 42 00:04:32,135 --> 00:04:35,385 Charles, you finally decided to join us. 43 00:04:35,385 --> 00:04:37,343 How lovely. 44 00:04:37,343 --> 00:04:38,343 Mother! 45 00:04:39,676 --> 00:04:40,760 Is this a dream? 46 00:04:41,593 --> 00:04:42,926 How can you be here? 47 00:04:43,843 --> 00:04:45,135 Where am I? 48 00:04:45,135 --> 00:04:46,801 This is your home, Charles. 49 00:04:47,218 --> 00:04:48,218 Don't you remember? 50 00:04:48,760 --> 00:04:53,010 Yes, of course. But it has been so long. 51 00:04:53,926 --> 00:04:56,635 And I have missed you so much. 52 00:04:56,635 --> 00:05:00,885 Yes, my darling boy. I've missed you as well. 53 00:05:01,385 --> 00:05:04,843 But now we can be together, forever. 54 00:05:04,843 --> 00:05:10,885 After I lost you, I thought I would never see you again. 55 00:05:10,885 --> 00:05:12,635 But what about my X-Men? 56 00:05:12,635 --> 00:05:16,593 Don't worry, Charles. They're here, too. 57 00:05:17,093 --> 00:05:18,343 She's right, Professor. 58 00:05:18,343 --> 00:05:21,885 Scott! I do not believe it! 59 00:05:21,885 --> 00:05:26,218 That life of contention and strife is behind us now, Charles. 60 00:05:26,218 --> 00:05:27,218 Storm! 61 00:05:28,885 --> 00:05:32,343 Yeah, Professor. And this place is great! No Sentinels! 62 00:05:33,260 --> 00:05:35,135 You are all so real! 63 00:05:35,843 --> 00:05:38,343 Yet, how can this be? 64 00:05:38,760 --> 00:05:40,135 It's up to you, Chuck. 65 00:05:40,968 --> 00:05:44,385 You don't have to worry about us any more. Let it go. 66 00:05:44,968 --> 00:05:46,093 I don't know. 67 00:05:47,135 --> 00:05:49,635 To be with you, all of you, 68 00:05:50,218 --> 00:05:54,260 no more struggle, it would be so easy. 69 00:05:54,968 --> 00:06:00,135 Yes! I feel so light! So free! 70 00:06:00,135 --> 00:06:04,635 Let go. The universe will be yours. 71 00:06:05,218 --> 00:06:06,218 Yes. 72 00:06:07,968 --> 00:06:10,676 His readings are dropping again! 73 00:06:10,676 --> 00:06:13,510 Beast! You're a doctor, do something! 74 00:06:13,843 --> 00:06:15,260 We're losing him! 75 00:06:15,260 --> 00:06:17,843 Jean! Try your psychic powers again! 76 00:06:18,343 --> 00:06:22,093 Professor, we need you! Don't give up! 77 00:06:22,093 --> 00:06:26,676 Speak to me, please, please, please. 78 00:06:27,385 --> 00:06:31,218 We need you, we need you, we need you... 79 00:06:31,218 --> 00:06:33,593 - ... we need you, we need you... - Wait! That sounds like Jean. 80 00:06:34,926 --> 00:06:36,260 But where is she? 81 00:06:36,885 --> 00:06:42,260 Ignore her, come towards me, Charles. 82 00:06:43,010 --> 00:06:48,093 Professor! Professor! Come to me, and find rest. 83 00:06:48,718 --> 00:06:51,801 I know you, but how? 84 00:06:52,385 --> 00:06:55,801 You don't. You can't. 85 00:06:55,801 --> 00:06:58,718 But I must remember. 86 00:06:59,093 --> 00:07:00,468 A small bag, please. 87 00:07:03,968 --> 00:07:06,468 What in the world. 88 00:07:12,385 --> 00:07:13,635 The little imp! 89 00:07:21,510 --> 00:07:25,010 All right, little one, hand me back my wallet. 90 00:07:29,468 --> 00:07:32,343 Well done, sir. Who are you? 91 00:07:32,843 --> 00:07:36,010 I have not met another with psychic powers such as my own. 92 00:07:36,635 --> 00:07:40,260 Join me at my table in the restaurant behind you. 93 00:07:41,510 --> 00:07:45,510 That is the one. I beg of you, sir, come in. 94 00:07:46,843 --> 00:07:50,968 So, you do not approve of the way I do business. 95 00:07:50,968 --> 00:07:53,218 Using children to steal? 96 00:07:53,218 --> 00:07:55,385 No, I do not agree with that. 97 00:07:55,385 --> 00:07:57,218 The little brat thought you were human. 98 00:07:57,676 --> 00:08:01,218 Normally I would not steal from a fellow mutant. 99 00:08:01,218 --> 00:08:04,510 A thief is a thief, no matter the victim. 100 00:08:05,093 --> 00:08:10,510 I must disagree. Non-mutants are hopelessly stupid creatures. 101 00:08:10,510 --> 00:08:13,760 They deserve our most egregious exploitation. 102 00:08:14,218 --> 00:08:16,510 Why am I reliving these memories? 103 00:08:18,260 --> 00:08:20,676 You are the Shadow King! 104 00:08:26,385 --> 00:08:28,676 We met 20 years ago! 105 00:08:36,218 --> 00:08:39,843 We fought on the astral plane where the greatest telepaths go. 106 00:08:43,676 --> 00:08:48,385 I battled to save Storm and all the children of Cairo from this madman. 107 00:08:48,885 --> 00:08:50,885 I proved to be the stronger of the two. 108 00:08:51,760 --> 00:08:55,093 And I've kept you there all this time, 109 00:08:55,093 --> 00:08:57,385 using my psychic powers. 110 00:08:57,385 --> 00:08:59,718 I was young. I had never met a mutant 111 00:08:59,718 --> 00:09:02,968 who possessed such merciless cruelty as the Shadow King. 112 00:09:03,635 --> 00:09:08,385 I knew the human race must be protected from such creatures. 113 00:09:27,968 --> 00:09:32,718 So, I formed the X-Men. My X-Men. 114 00:09:38,385 --> 00:09:40,968 Individuals dedicated to the belief 115 00:09:40,968 --> 00:09:45,968 that mutants and humans can and must co-exist peacefully. 116 00:09:55,885 --> 00:09:57,968 No, they are gone. 117 00:09:59,093 --> 00:10:01,801 And your dream has been destroyed. 118 00:10:03,801 --> 00:10:06,218 There are no more X-Men. 119 00:10:07,218 --> 00:10:10,093 It can't be true! I just saw them! 120 00:10:10,635 --> 00:10:13,093 In your world, you saw them destroyed. 121 00:10:13,760 --> 00:10:17,510 If you would like to see your lost loved ones again, come to me. 122 00:10:18,385 --> 00:10:22,760 Let go. Lose yourself in me. 123 00:10:23,260 --> 00:10:26,510 Be at peace. 124 00:10:33,801 --> 00:10:38,760 This defies all my medical experience. He is slipping once more. 125 00:10:40,843 --> 00:10:42,260 Don't leave us! 126 00:10:42,260 --> 00:10:44,926 Professor, where are you? 127 00:10:44,926 --> 00:10:48,968 Jean, I am here, on the astral plane. 128 00:10:48,968 --> 00:10:50,343 Can't you sense me? 129 00:10:51,135 --> 00:10:54,218 The Shadow King has been manipulating my mind, 130 00:10:54,218 --> 00:10:56,385 luring me away from you! 131 00:10:56,385 --> 00:10:59,760 Yes! You are right, Charles. 132 00:10:59,760 --> 00:11:03,093 You are on the edge of mortal surrender. 133 00:11:03,093 --> 00:11:06,093 And it is too late to resist me now. 134 00:11:06,635 --> 00:11:09,843 Your mental powers are depleted. 135 00:11:09,843 --> 00:11:14,760 Never! I shall leave this prison as you enter it. 136 00:11:15,218 --> 00:11:17,760 Your mind held me locked here, 137 00:11:17,760 --> 00:11:19,968 but that innocent blow to your head 138 00:11:19,968 --> 00:11:24,218 weakened your hold on me, permitting me to escape. 139 00:11:24,218 --> 00:11:27,218 I will not allow it. 140 00:11:27,218 --> 00:11:29,676 Jean! Help me! 141 00:11:30,093 --> 00:11:33,343 Hank! He spoke to me! He asked for help! 142 00:11:33,343 --> 00:11:34,718 What sort of help? 143 00:11:34,718 --> 00:11:37,010 I can't tell. But he seems to be 144 00:11:37,010 --> 00:11:38,926 in a desperate struggle with someone. 145 00:11:39,468 --> 00:11:42,343 How can we fight what we can't see? 146 00:11:42,343 --> 00:11:44,635 - Jean! - Professor! 147 00:11:44,635 --> 00:11:45,635 Raise him gently. 148 00:11:47,593 --> 00:11:50,843 We were so worried! We thought we'd lost you. 149 00:11:51,760 --> 00:11:54,968 Yes, but now I'm back. 150 00:12:17,260 --> 00:12:18,385 Who's there? 151 00:12:21,093 --> 00:12:24,135 This better not be somebody's idea of a joke! 152 00:12:24,968 --> 00:12:27,801 You're the joke, hairball! 153 00:12:29,260 --> 00:12:30,260 Who's there? 154 00:12:30,843 --> 00:12:33,010 I know I heard something! 155 00:12:34,801 --> 00:12:37,385 Someone please stop this! 156 00:12:38,218 --> 00:12:39,260 Professor! 157 00:12:40,843 --> 00:12:43,676 Who is responsible for this? No. 158 00:12:51,968 --> 00:12:54,676 Not him! It cannot be! 159 00:12:55,968 --> 00:12:57,260 There's a security breach! 160 00:12:57,968 --> 00:13:00,760 - Everybody report in! - What's happening? 161 00:13:07,968 --> 00:13:09,093 Wolverine! 162 00:13:09,093 --> 00:13:10,468 Let me go! 163 00:13:10,468 --> 00:13:12,885 Jubilee! Storm! 164 00:13:14,801 --> 00:13:18,093 You will not get to me! 165 00:13:18,676 --> 00:13:21,093 The alarms have come from the sleeping area, 166 00:13:21,510 --> 00:13:25,760 but strangely, there is no physical evidence of intrusion or danger there. 167 00:13:27,093 --> 00:13:28,135 That's odd. 168 00:13:29,010 --> 00:13:33,510 There's a foreign life form reading in this room! 169 00:13:34,676 --> 00:13:36,343 Foreign life form? 170 00:13:37,760 --> 00:13:43,718 Think of me instead as the new proprietor of this imperfect vessel! 171 00:13:46,510 --> 00:13:47,510 Huh? 172 00:13:48,135 --> 00:13:51,843 Just wait until I get my hands free! 173 00:13:55,093 --> 00:13:57,093 What's going on? 174 00:13:57,843 --> 00:14:00,135 Professor? Anybody? 175 00:14:08,093 --> 00:14:09,760 What have you done with Xavier? 176 00:14:10,218 --> 00:14:12,885 Only what he once did to me. 177 00:14:13,718 --> 00:14:15,593 For more than 20 years, 178 00:14:15,593 --> 00:14:19,510 I was exiled in a cold, formless prison. 179 00:14:20,218 --> 00:14:24,718 Today, I repaid the favor to the man who put me there. 180 00:14:25,385 --> 00:14:28,593 You're not going to believe the weird dream I just had. 181 00:14:28,593 --> 00:14:30,385 Man, the weird dream I just had. 182 00:14:30,385 --> 00:14:32,343 They were not dreams. 183 00:14:32,343 --> 00:14:35,218 The Shadow King has been attacking our minds. 184 00:14:35,218 --> 00:14:37,968 Storm! Little Ororo. 185 00:14:38,468 --> 00:14:39,926 How I've missed you. 186 00:14:45,801 --> 00:14:48,760 It's only one of his illusions! Don't be afraid! 187 00:14:49,135 --> 00:14:54,135 It will do you no good to contact him, Jean Grey. He is mine now! 188 00:14:54,635 --> 00:14:58,718 Come on, Professor, come on! Professor! I know what to do! 189 00:15:12,718 --> 00:15:16,968 Jean, if we fail, we shall both be stranded here! 190 00:15:16,968 --> 00:15:20,926 We will not fail, Professor. You have taught me too well. 191 00:15:21,343 --> 00:15:22,760 I pray you are right. 192 00:15:23,385 --> 00:15:25,968 My only hope is that our two minds 193 00:15:25,968 --> 00:15:28,218 are powerful enough to set me free. 194 00:15:28,676 --> 00:15:31,676 I say we do a Shadow King-ectomy! 195 00:15:33,218 --> 00:15:36,218 Are you crazy? Just put them away! 196 00:15:36,218 --> 00:15:39,135 Although any assault would weaken the Shadow King, 197 00:15:39,135 --> 00:15:42,718 it would also permanently damage Professor Xavier's body. 198 00:15:42,718 --> 00:15:45,218 The ultimate protection, gentlemen. 199 00:15:45,843 --> 00:15:49,510 A beloved hostage that never leaves my side. 200 00:15:57,676 --> 00:16:02,926 No! I know what you are doing, Xavier! 201 00:16:02,926 --> 00:16:04,968 I will not let it happen! 202 00:16:07,926 --> 00:16:09,760 It is up to Jean and the Professor now. 203 00:16:10,593 --> 00:16:15,260 As the struggle begins on the astral plane, we can only wait and hope. 204 00:16:17,718 --> 00:16:20,385 You are a fool to confront me, Jean! 205 00:16:20,385 --> 00:16:22,010 Even with Xavier's help! 206 00:16:22,510 --> 00:16:24,968 Your little student cannot protect you. 207 00:16:24,968 --> 00:16:28,385 Perhaps she may console you in your lifelong imprisonment! 208 00:16:32,093 --> 00:16:38,093 Now I shall make both of you feel the cold helplessness of astral plane exile! 209 00:16:38,093 --> 00:16:41,760 The endless void! No touch, no taste! 210 00:16:41,760 --> 00:16:44,260 Not living, but never at rest! 211 00:16:48,385 --> 00:16:50,093 Jean! Stay with me! 212 00:16:51,718 --> 00:16:53,676 I understand, Professor. 213 00:16:53,676 --> 00:16:55,385 When we are done here, 214 00:16:55,801 --> 00:16:59,385 I shall emerge in your world, Charles, 215 00:16:59,385 --> 00:17:02,218 using your body to spread chaos 216 00:17:02,801 --> 00:17:05,926 throughout a planet you long to heal! 217 00:17:05,926 --> 00:17:09,510 You shall be forever frozen in emptiness! 218 00:17:12,510 --> 00:17:13,510 Fight him, Jean! 219 00:17:18,218 --> 00:17:19,510 No! 220 00:17:19,510 --> 00:17:22,010 Fight him! Use your mind! 221 00:17:22,010 --> 00:17:23,718 Not this time! 222 00:18:07,385 --> 00:18:09,635 Focus all your powers! 223 00:18:09,635 --> 00:18:13,218 No! You cannot deny me! 224 00:18:13,718 --> 00:18:16,885 He's too strong! 225 00:18:17,343 --> 00:18:21,635 Stay with me, Jean! Together we can do it! 226 00:18:29,718 --> 00:18:34,510 If I must go back, Xavier, I will not go alone! 227 00:18:53,385 --> 00:18:55,593 Thank you. It's done. 228 00:18:56,801 --> 00:18:58,385 Now let's go home. 229 00:19:03,510 --> 00:19:05,593 I hope that's good news. 230 00:19:05,593 --> 00:19:07,801 I can hardly believe it! 231 00:19:08,676 --> 00:19:10,801 I think we are home! 232 00:19:10,801 --> 00:19:12,385 Excellent news! 233 00:19:15,343 --> 00:19:17,926 - Scott? - That's right, sweetheart. 234 00:19:17,926 --> 00:19:19,760 I've got you. Everybody's safe. 235 00:19:20,218 --> 00:19:23,926 I'd sure like to know what the heck just happened. 236 00:19:24,385 --> 00:19:27,968 Wolverine, the Shadow King just reminded us 237 00:19:27,968 --> 00:19:30,593 that it is only through eternal vigilance 238 00:19:30,593 --> 00:19:33,968 that destructive powers such as his are kept at bay. 239 00:19:34,510 --> 00:19:37,135 A moment's weakness, and he will return. 240 00:19:37,593 --> 00:19:41,010 Yet, he also gave me a priceless gift. 241 00:19:41,010 --> 00:19:42,885 - Gift? - Yes. 242 00:19:43,593 --> 00:19:48,885 He forced me to think through why I formed the X-Men 243 00:19:48,885 --> 00:19:52,593 and why we fight for our ideals and for each other. 244 00:19:53,093 --> 00:19:55,510 In short, why I live. 245 00:19:56,093 --> 00:19:59,468 For that, I will always be grateful. 246 00:20:07,843 --> 00:20:11,510 Well, make your move, tough guy. 247 00:20:11,510 --> 00:20:15,260 Another time, short stuff, when I'm in the mood! 248 00:20:15,718 --> 00:20:18,010 I see it, and I don't believe it. 249 00:20:18,676 --> 00:20:20,760 - Do we follow? - No, Scott. 250 00:20:20,760 --> 00:20:23,093 He chose not to continue his attack. 251 00:20:24,093 --> 00:20:26,926 I believe that is his way of saying thank you.