1 00:00:01,750 --> 00:00:02,750 [narrator] Previously onX-Men... 2 00:00:04,625 --> 00:00:06,125 [all] Let's get out of here! 3 00:00:06,125 --> 00:00:07,875 [people screaming] 4 00:00:25,875 --> 00:00:28,375 [screaming] 5 00:00:33,458 --> 00:00:35,625 [people screaming] 6 00:00:49,250 --> 00:00:51,333 You done nice, girlie. 7 00:00:51,333 --> 00:00:52,875 [Wolverine roaring] 8 00:00:56,708 --> 00:00:59,500 Rogue! Get him to the infirmary. Fast! 9 00:02:12,833 --> 00:02:15,166 -[Rogue] Watch your back, swamp rat. -Ahhh! 10 00:02:20,416 --> 00:02:23,416 You're tangling with the wrong X-Man. 11 00:02:24,375 --> 00:02:25,458 [Jean screams] 12 00:02:26,708 --> 00:02:28,583 [Xavier on PA] Remember, this isn't a game. 13 00:02:29,083 --> 00:02:33,000 These dangers are patterned on those X-Men might encounter in the field. 14 00:02:33,416 --> 00:02:36,125 -Our continued training is crucial. -[Jean screams] 15 00:02:36,125 --> 00:02:41,083 As long as mankind fears our mutant powers, we are in danger. 16 00:02:41,083 --> 00:02:43,333 Remember what happened to Morph. 17 00:02:43,333 --> 00:02:44,708 In the days ahead, 18 00:02:44,708 --> 00:02:46,875 we will have to depend on each other 19 00:02:46,875 --> 00:02:48,291 for our very lives. 20 00:02:56,625 --> 00:02:58,750 Rogue, take out the wall blasters. 21 00:02:58,750 --> 00:03:01,875 Gambit, disable the targeting cameras. 22 00:03:11,333 --> 00:03:13,000 [Gambit exclaims] 23 00:03:13,583 --> 00:03:15,708 What're we going to do now, sugar? 24 00:03:15,708 --> 00:03:19,958 You three, stop the walls. I shall slow the ceiling. 25 00:03:23,458 --> 00:03:25,458 That sucker's thick. 26 00:03:26,708 --> 00:03:29,000 [thunder rumbles] 27 00:03:29,000 --> 00:03:31,416 [Jubilee] How do you fight a whole room? 28 00:03:31,416 --> 00:03:33,208 [Storm screaming] 29 00:03:35,875 --> 00:03:37,708 [Storm] Make it stop. 30 00:03:39,708 --> 00:03:41,125 Storm. 31 00:03:41,125 --> 00:03:42,250 Stop! 32 00:03:43,291 --> 00:03:46,000 Make it stop, please. 33 00:03:47,000 --> 00:03:49,000 Make it stop. 34 00:03:49,000 --> 00:03:53,250 -Somebody get to her before... -[Storm] Please, make it stop. 35 00:03:53,250 --> 00:03:56,958 [X-MEN screaming] 36 00:03:57,708 --> 00:03:58,875 [Jean] Storm. 37 00:04:02,291 --> 00:04:03,708 [Gambit] Storm! 38 00:04:04,708 --> 00:04:07,583 [screaming] 39 00:04:12,250 --> 00:04:14,583 [Jubilee] Storm, are you okay? 40 00:04:14,583 --> 00:04:17,208 You're just saving your good moves for next time. 41 00:04:20,625 --> 00:04:23,625 I do not desire to lead, Professor. 42 00:04:23,625 --> 00:04:26,416 My claustrophobia puts the others at risk. 43 00:04:26,416 --> 00:04:29,708 When the time comes, Storm, it may not be a matter of choice. 44 00:04:31,208 --> 00:04:34,375 Wolverine, you're supposed to be resting. 45 00:04:34,375 --> 00:04:36,375 Even you can't heal this fast. 46 00:04:37,458 --> 00:04:39,291 Don't bet on it, Red. 47 00:04:39,291 --> 00:04:41,166 Sabretooth nearly killed you. 48 00:04:41,166 --> 00:04:43,500 Someday I'll learn not to let my guard down. 49 00:04:43,500 --> 00:04:45,708 -[Wolverine groaning] -Oh, no. 50 00:04:47,375 --> 00:04:48,875 Jean... 51 00:04:48,875 --> 00:04:51,625 I've... got to go. Uh... 52 00:04:52,625 --> 00:04:54,458 Cyclops is waiting for me. 53 00:04:54,458 --> 00:04:55,750 So am I. 54 00:05:07,375 --> 00:05:09,583 Ground control to Cyclops. 55 00:05:09,583 --> 00:05:12,208 -Huh? What did you say? -What's with you? 56 00:05:12,208 --> 00:05:15,750 We finally get a night out together, and you're a million miles away. 57 00:05:15,750 --> 00:05:19,375 You know, to me, being an X-Man is the most important job in the world. 58 00:05:21,333 --> 00:05:24,583 That's why I can't bear the thought of letting Professor Xavier down. 59 00:05:24,583 --> 00:05:27,750 And it's making you crazy. You're doing the best you can, 60 00:05:27,750 --> 00:05:30,416 but you're no good to the Professor when you're like this. 61 00:05:30,416 --> 00:05:33,875 Relax a little. For the good of the team. 62 00:05:38,958 --> 00:05:40,458 You're absolutely right. 63 00:05:41,583 --> 00:05:45,416 From this moment on, my mind is on nothing but you. 64 00:05:56,250 --> 00:05:58,083 [man 1] Let go of my fruit. 65 00:05:58,083 --> 00:06:01,000 Hey. It's one of those mutants. Somebody grab him. 66 00:06:01,000 --> 00:06:02,375 [whimpering] 67 00:06:03,208 --> 00:06:04,416 Help. 68 00:06:04,416 --> 00:06:05,875 What's he doing to us? 69 00:06:06,833 --> 00:06:07,875 [man 2] Grab him quick. 70 00:06:09,250 --> 00:06:10,875 [man 3] Don't let him get away. 71 00:06:10,875 --> 00:06:12,833 We've got to do something before they hurt him. 72 00:06:12,833 --> 00:06:14,291 So much for our night off. 73 00:06:19,208 --> 00:06:22,250 [crowd clamoring] 74 00:06:22,250 --> 00:06:25,583 We'll teach you to hunt us like animals. 75 00:06:25,583 --> 00:06:27,875 [people screaming] 76 00:06:41,875 --> 00:06:43,625 -[growling] -[man screaming] 77 00:06:43,625 --> 00:06:45,083 Who are they? 78 00:06:46,291 --> 00:06:47,583 [people screaming] 79 00:06:47,583 --> 00:06:49,166 Must be mutants. 80 00:06:49,166 --> 00:06:51,750 Pay the price for attacking Morlocks. 81 00:06:52,708 --> 00:06:55,125 [man screaming] 82 00:06:55,125 --> 00:06:58,708 They're dangerous. We're going to have to protect the crowd from them. 83 00:07:00,500 --> 00:07:02,875 -[man] The train! -[train whistle blowing] 84 00:07:05,625 --> 00:07:08,333 [screaming] 85 00:07:11,708 --> 00:07:13,416 [roaring] 86 00:07:17,083 --> 00:07:18,875 I don't think so, buddy. 87 00:07:23,708 --> 00:07:25,458 [groans] 88 00:07:25,458 --> 00:07:27,208 I better not try that again. 89 00:07:27,208 --> 00:07:29,000 Without my visor, I can't control these things. 90 00:07:31,000 --> 00:07:36,583 Sleep. I need to sleep. 91 00:07:36,583 --> 00:07:39,333 Must sleep. 92 00:07:39,958 --> 00:07:41,583 [all] Sleep. 93 00:07:41,583 --> 00:07:44,291 -I'm ready to sleep. -[Annalee] I need to sleep. 94 00:07:44,291 --> 00:07:48,458 -[all] Must sleep. -[Annalee] Must sleep. 95 00:07:48,458 --> 00:07:50,750 [all] I need to sleep. 96 00:07:53,416 --> 00:07:56,166 Good work, Annalee. You'll be rewarded. 97 00:07:56,166 --> 00:07:58,291 Sunder, take them below. 98 00:08:16,875 --> 00:08:18,875 [Rogue] Where the heck are the lovebirds? 99 00:08:18,875 --> 00:08:21,708 Who cares? Let 'em be alone for a change. 100 00:08:22,208 --> 00:08:24,166 [growling] 101 00:08:26,291 --> 00:08:28,583 [groaning] 102 00:08:28,583 --> 00:08:30,458 Who dropped the house on me? 103 00:08:31,291 --> 00:08:34,875 Hey! Where am I? 104 00:08:34,875 --> 00:08:36,625 Thanks for trying to help me up there. 105 00:08:36,625 --> 00:08:39,333 Who are you? My glasses. 106 00:08:40,250 --> 00:08:41,708 What happened to my power? 107 00:08:41,708 --> 00:08:44,250 You help Leech, Leech help you. 108 00:08:44,250 --> 00:08:46,250 You see better now, for a while. 109 00:08:59,875 --> 00:09:01,250 [Callisto] Welcome, 110 00:09:04,208 --> 00:09:07,625 pretty one. I am Callisto. 111 00:09:07,625 --> 00:09:10,000 You've already met some of my tribe. 112 00:09:11,000 --> 00:09:15,458 We Morlocks are outcasts, mutants too deformed and unsightly 113 00:09:15,458 --> 00:09:18,000 to pass for human on the surface world. 114 00:09:18,000 --> 00:09:21,416 Unlike you, we have no choice but to dwell here, 115 00:09:21,416 --> 00:09:23,875 away from those who fear us. 116 00:09:23,875 --> 00:09:26,875 When I saw your bravery and leadership, 117 00:09:26,875 --> 00:09:32,208 I knew it was my destiny to have one such as you to rule beside me. 118 00:09:39,875 --> 00:09:43,708 That is why I sent this one into trouble to help show you the way. 119 00:09:43,708 --> 00:09:47,416 Right. Where's Jean? 120 00:09:47,416 --> 00:09:50,333 When you agree to stay. 121 00:09:50,333 --> 00:09:51,708 Sorry. Not interested. 122 00:09:51,708 --> 00:09:54,000 That wasn't a request. 123 00:09:54,000 --> 00:09:58,333 Sunlight fuels my power. I won't be much good to you down here. 124 00:09:58,333 --> 00:10:00,875 Do I look like I need a protector? 125 00:10:01,875 --> 00:10:05,083 To serve my people, I need a companion. 126 00:10:05,083 --> 00:10:08,875 Someone to provide me an heir. 127 00:10:08,875 --> 00:10:11,875 So take out an ad. Now where's Jean? 128 00:10:11,875 --> 00:10:13,291 Sunder. 129 00:10:14,583 --> 00:10:17,416 Does this help change your mind? 130 00:10:17,416 --> 00:10:21,333 -Jean. -He refuses me. Destroy her. 131 00:10:23,625 --> 00:10:25,583 -Forget it, lady. -Hey! 132 00:10:25,583 --> 00:10:28,375 [Morlocks screaming] 133 00:10:28,375 --> 00:10:30,416 Scott's my date. 134 00:10:34,583 --> 00:10:36,583 Guards, restrain her! 135 00:10:37,458 --> 00:10:40,750 [Jean] Professor. We need you. We've been captured. 136 00:10:40,750 --> 00:10:43,000 [Xavier] Jean, where are you? 137 00:10:43,000 --> 00:10:44,416 Jean? 138 00:10:47,125 --> 00:10:48,125 Let her go! 139 00:10:49,958 --> 00:10:53,125 That was very stupid. 140 00:10:53,125 --> 00:10:57,000 Stop it, you idiot. I need him alive. 141 00:11:04,208 --> 00:11:08,000 [Xavier] This is as close as I can pinpoint their location. 142 00:11:13,875 --> 00:11:16,083 -[Rogue] Storm? -I am fine. 143 00:11:16,083 --> 00:11:17,625 We must find them. 144 00:11:17,625 --> 00:11:20,458 [Gambit] Gal, it's tight down here. 145 00:11:20,458 --> 00:11:21,625 If things get rough-- 146 00:11:21,625 --> 00:11:23,750 Can it, Cajun. It's her call. 147 00:11:23,750 --> 00:11:25,583 [train whistle blowing] 148 00:11:27,333 --> 00:11:28,375 Which way? 149 00:11:39,208 --> 00:11:42,416 Scott and Jean pick one strange romantic hideaway, no? 150 00:11:42,416 --> 00:11:45,958 Shut up. I'm getting a scent. 151 00:11:45,958 --> 00:11:48,583 Someone may be tracking us. 152 00:11:48,583 --> 00:11:50,000 Hold it. 153 00:11:52,875 --> 00:11:54,625 Roaches grow big down here. 154 00:12:02,000 --> 00:12:04,000 Sticky situation, mon ami. 155 00:12:05,583 --> 00:12:07,333 Not for long. 156 00:12:17,083 --> 00:12:20,500 [Storm gasping and shuddering] 157 00:12:22,500 --> 00:12:25,166 Help her. She not going to make it. 158 00:12:26,000 --> 00:12:27,583 Let her ask. 159 00:12:38,750 --> 00:12:41,083 -Jean. -Mommy? 160 00:12:41,708 --> 00:12:44,500 Who are these bad people? 161 00:12:44,500 --> 00:12:47,833 Leave me alone with my daughter. 162 00:12:47,833 --> 00:12:53,250 Make them go away. Please, Mommy. 163 00:12:53,250 --> 00:12:57,958 Lady, you picked the wrong girl to adopt. 164 00:12:57,958 --> 00:13:02,875 Please. No. Covered with scorpions. 165 00:13:02,875 --> 00:13:06,250 -Covered with scorpions. -No. 166 00:13:06,250 --> 00:13:07,750 Covered with scorpions. 167 00:13:08,250 --> 00:13:09,958 Get them off me. 168 00:13:09,958 --> 00:13:12,000 What're you doing to my head? 169 00:13:13,083 --> 00:13:15,416 [roaring] 170 00:13:19,375 --> 00:13:24,083 Jean, you okay? Don't worry. I'm here. 171 00:13:24,083 --> 00:13:29,291 Where am I? What's hap-- Cyclops. 172 00:13:29,291 --> 00:13:30,625 We've got to help him. 173 00:13:30,625 --> 00:13:32,458 [Callisto] You're too late, X-Men. 174 00:13:32,458 --> 00:13:34,333 No one can help him now. 175 00:13:36,958 --> 00:13:40,583 Cyclops. [gasps] Oh, no. 176 00:13:40,583 --> 00:13:43,208 [Jean sobbing] 177 00:13:43,208 --> 00:13:44,875 [growling] 178 00:13:47,166 --> 00:13:49,750 Your leader was a great warrior. 179 00:13:49,750 --> 00:13:51,291 We mourn his loss. 180 00:13:51,291 --> 00:13:53,458 My Morlocks will provide 181 00:13:53,458 --> 00:13:55,416 safe passage to the surface world. 182 00:13:57,416 --> 00:13:59,000 Great warrior, eh? 183 00:14:00,291 --> 00:14:03,458 How about we take him back in pieces? 184 00:14:03,458 --> 00:14:05,333 Wolverine, no, don't. 185 00:14:05,333 --> 00:14:07,166 [screaming] 186 00:14:10,583 --> 00:14:15,583 Cyke has his problems, but he don't smell like a Morlock. 187 00:14:15,583 --> 00:14:19,583 Looks like we're going to have to persuade them to give him back. 188 00:14:19,583 --> 00:14:22,833 Fools. You can't fight us here. 189 00:14:31,416 --> 00:14:34,083 You all need to brush up on your hospitality. 190 00:14:35,083 --> 00:14:38,708 [Storm] Stay together. Do not let them divide us. 191 00:14:38,708 --> 00:14:40,750 [Storm groans and gasps] 192 00:14:47,291 --> 00:14:51,000 Here is mud in your eyes, messubterranean freres. 193 00:14:51,000 --> 00:14:53,875 [Sunder] Come down here and fight me fair. 194 00:14:53,875 --> 00:14:56,125 -[Sunder screams] -[Rogue] That fair enough? 195 00:14:58,375 --> 00:15:00,250 Come on, lady. 196 00:15:02,083 --> 00:15:03,583 [screams] 197 00:15:03,583 --> 00:15:04,750 You can do better than... 198 00:15:06,291 --> 00:15:08,708 That's more like it. Huh? 199 00:15:10,708 --> 00:15:13,291 Oh, I love it when they play hard to get. 200 00:15:24,875 --> 00:15:26,416 Nice shooting. 201 00:15:26,416 --> 00:15:27,458 Huh? 202 00:15:28,125 --> 00:15:29,416 Where'd she go? 203 00:15:30,333 --> 00:15:31,708 Don't tell me you missed me? 204 00:15:31,708 --> 00:15:35,125 Hey! Get off of me! 205 00:15:35,125 --> 00:15:36,625 Sure, sugar. 206 00:15:37,958 --> 00:15:39,333 [groaning] 207 00:15:41,333 --> 00:15:44,416 Stay back, old woman. You gonna get hurt. 208 00:15:44,416 --> 00:15:48,125 I'm feeling fine, dearie. 209 00:15:48,125 --> 00:15:50,708 But you don't look so good. What's wrong? 210 00:15:50,708 --> 00:15:52,833 Got a touch of the plague? 211 00:15:54,833 --> 00:15:56,875 Quickly. Get her off of him. 212 00:15:58,208 --> 00:16:02,708 [groaning] 213 00:16:02,708 --> 00:16:05,375 The fever... [groans] 214 00:16:05,375 --> 00:16:08,583 That old gal got you bad. Storm! 215 00:16:08,583 --> 00:16:11,000 Get him back to the mansion immediately. 216 00:16:11,000 --> 00:16:12,125 [Rogue] You got it. 217 00:16:16,333 --> 00:16:18,208 -Jean! -[Jean screams] 218 00:16:19,375 --> 00:16:20,833 Put me down. 219 00:16:22,375 --> 00:16:23,750 [screams] 220 00:16:28,125 --> 00:16:31,875 Run all you like, lady. I like to hunt. 221 00:16:34,875 --> 00:16:37,000 [sniffing] Cyclops. 222 00:16:38,375 --> 00:16:40,250 [Wolverine roaring] 223 00:16:41,458 --> 00:16:44,958 I could make a couple of women real sad right now, 224 00:16:44,958 --> 00:16:49,166 but if there's one thing I can't stand, it's seeing Jean cry. 225 00:16:55,458 --> 00:17:00,583 So, he loves the woman. You know what to do. 226 00:17:00,583 --> 00:17:03,583 See if you can contact Wolverine telepathically. 227 00:17:03,583 --> 00:17:06,000 Don't bother. Blow those slugs off, 228 00:17:06,000 --> 00:17:07,875 and let's bust out of this puke hole. 229 00:17:07,875 --> 00:17:12,875 So close, so tight. So tight... 230 00:17:12,875 --> 00:17:15,250 [Callisto] Now for the animal. 231 00:17:15,250 --> 00:17:19,708 You. Keeping me from what is mine. 232 00:17:19,708 --> 00:17:23,125 You. Keeping me from what's mine. 233 00:17:24,708 --> 00:17:25,750 Wolverine! 234 00:17:28,166 --> 00:17:29,458 Fight it, Wolverine. 235 00:17:32,166 --> 00:17:35,500 She's making you love her. 236 00:17:35,500 --> 00:17:41,208 -Making you weaker. -No. I can't. 237 00:17:44,000 --> 00:17:45,583 [screams] 238 00:17:48,500 --> 00:17:51,875 Anyone moves, and Cyclops is gone. 239 00:17:51,875 --> 00:17:55,708 At my order, destroy the X-Men 240 00:17:55,708 --> 00:18:00,708 one at a time, until their leader agrees to my terms. 241 00:18:00,708 --> 00:18:04,000 Now we shall decide it, Callisto. 242 00:18:04,000 --> 00:18:06,583 You and I. Now. 243 00:18:06,583 --> 00:18:10,708 For Cyclops and for the leadership of the Morlocks. 244 00:18:10,708 --> 00:18:12,958 Storm, are you nuts? 245 00:18:12,958 --> 00:18:17,750 Refuse me and lose the respect of your tribe. Well? 246 00:18:17,750 --> 00:18:20,833 Use your mutant powers in any way, 247 00:18:20,833 --> 00:18:23,458 a crack of thunder, the slightest breeze, 248 00:18:23,458 --> 00:18:25,625 and my Morlocks will kill your people. 249 00:18:27,333 --> 00:18:28,458 Agreed. 250 00:18:34,875 --> 00:18:37,625 -Storm grunts] -You're slow, Storm. 251 00:18:37,625 --> 00:18:40,166 Surface life make you soft? 252 00:18:40,166 --> 00:18:41,583 [growls] 253 00:18:45,000 --> 00:18:46,333 Keep your head, lady. 254 00:18:58,583 --> 00:19:00,291 You've lost. 255 00:19:00,291 --> 00:19:02,125 Callisto. 256 00:19:02,125 --> 00:19:03,750 But you shall not die. 257 00:19:05,166 --> 00:19:07,833 Killing is not the X-Men's way. 258 00:19:08,625 --> 00:19:13,750 Morlocks... you no longer need to live in darkness. 259 00:19:14,375 --> 00:19:17,875 As your leader, I offer you safe haven 260 00:19:17,875 --> 00:19:20,416 at the mansion with the X-Men. 261 00:19:20,416 --> 00:19:22,750 You are outcasts no more. 262 00:19:23,583 --> 00:19:26,083 Our place is down here. 263 00:19:26,083 --> 00:19:29,125 We can't live among normal humans. 264 00:19:29,125 --> 00:19:31,875 When humanity accepts mutantkind, 265 00:19:31,875 --> 00:19:34,416 then we will come to the surface. 266 00:19:34,416 --> 00:19:37,625 When such acceptance is achieved, 267 00:19:37,625 --> 00:19:39,458 I shall return to you. 268 00:19:39,458 --> 00:19:42,166 Until then, Callisto will rule in my place. 269 00:19:49,583 --> 00:19:50,583 [groans] 270 00:19:51,875 --> 00:19:55,416 Jean? Did I miss something? 271 00:19:55,416 --> 00:19:57,625 Oh, nothing much. 272 00:19:57,625 --> 00:20:00,875 I never dreamed you had such beautiful eyes. 273 00:20:06,375 --> 00:20:07,833 [Cyclops] How's Gambit doing? 274 00:20:07,833 --> 00:20:10,208 [Xavier] Recuperating nicely. 275 00:20:10,208 --> 00:20:13,500 It's almost as miraculous as your return from the dead. 276 00:20:13,500 --> 00:20:17,875 I take it your date was sufficiently memorable. 277 00:20:17,875 --> 00:20:20,750 Yeah. Now all we need is a vacation. 278 00:20:20,750 --> 00:20:24,500 Jean tells me you acquitted yourself well as field commander. 279 00:20:24,500 --> 00:20:27,291 The entire team nearly perished. 280 00:20:27,291 --> 00:20:31,333 But they didn't, and I think I have you to thank for that. 281 00:20:32,750 --> 00:20:36,208 Wolverine? Jean and I wanted to thank you for... 282 00:20:38,583 --> 00:20:39,583 He's gone.