1
00:00:01,500 --> 00:00:02,958
NARRATOR: Previously onX-Men...

2
00:00:02,958 --> 00:00:04,333
Who are you?
What do you want with us?

3
00:00:04,333 --> 00:00:08,708
My name is Sinister,
Mr. Sinister.

4
00:00:08,708 --> 00:00:10,333
I've heard the name.

5
00:00:10,333 --> 00:00:12,333
Frankly, I'm not impressed.

6
00:00:12,333 --> 00:00:13,500
(EXPLOSION)

7
00:00:13,500 --> 00:00:16,875
Destroy them! Tear them apart!

8
00:00:24,208 --> 00:00:26,708
MR. SINISTER:
Get Jean Grey to the plane!

9
00:00:26,708 --> 00:00:28,291
Jean!

10
00:00:29,875 --> 00:00:31,625
Obey me.

11
00:00:31,625 --> 00:00:32,875
Obey!

12
00:00:39,000 --> 00:00:41,416
-Professor?
-You're alive!

13
00:00:41,416 --> 00:00:45,166
If you will rendezvous
with me at
the following coordinates...

14
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CYCLOPS: Morph said something
about Sinister
having the Professor.

15
00:00:47,958 --> 00:00:50,333
So, we're flying into a trap.

16
00:00:52,416 --> 00:00:54,000
Suits me.

17
00:00:54,000 --> 00:00:57,000
Brace yourselves, people,
we're going in!

18
00:01:00,708 --> 00:01:02,416
(THEME MUSIC PLAYING)

19
00:02:06,708 --> 00:02:11,375
I'm afraid the accommodations
are hardly first-class,

20
00:02:11,375 --> 00:02:14,625
but you will only be here
until the X-Men join us.

21
00:02:20,875 --> 00:02:23,875
You should feel honored.

22
00:02:23,875 --> 00:02:29,833
Your genetic material
and theirs will live on
in my army of super-mutants

23
00:02:29,833 --> 00:02:32,583
after you're gone.

24
00:02:34,083 --> 00:02:36,166
Your plan is doomed, Sinister.

25
00:02:36,166 --> 00:02:38,125
You underestimate the X-Men.

26
00:02:38,125 --> 00:02:39,333
(GROANS)

27
00:02:41,250 --> 00:02:44,958
I have summoned
the X-Men into a trap.

28
00:02:51,125 --> 00:02:53,375
These are the coordinates
the Professor gave us.

29
00:02:53,375 --> 00:02:57,833
An uncharted
tropical valley hidden
in Antarctica?

30
00:02:57,833 --> 00:02:59,375
This is fantastic.

31
00:03:02,833 --> 00:03:04,875
Not his best landing.

32
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CYCLOPS: Search
the wreckage for clues.

33
00:03:08,375 --> 00:03:11,875
Maybe you move this thing.
Gambit look inside.

34
00:03:11,875 --> 00:03:13,458
No problem, sugar.

35
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(GRUNTS)

36
00:03:15,416 --> 00:03:16,458
Can't lift it.

37
00:03:17,708 --> 00:03:20,083
My powers, they're gone!

38
00:03:20,083 --> 00:03:21,958
Take it easy, chere.

39
00:03:21,958 --> 00:03:23,208
First, we charge the card.

40
00:03:27,000 --> 00:03:30,000
No! Gambit have no power either.

41
00:03:32,250 --> 00:03:34,250
Cyclops, your eyes!

42
00:03:34,250 --> 00:03:35,458
I know.

43
00:03:35,458 --> 00:03:37,583
Our powers have abandoned us.

44
00:03:37,583 --> 00:03:41,583
Curious. This phenomenon
cannot be natural.

45
00:03:41,583 --> 00:03:43,458
I'm at a loss to explain it.

46
00:03:43,458 --> 00:03:47,250
RUCKUS: You know what they say,
easy come, easy go!

47
00:03:47,250 --> 00:03:52,250
Surrender to us now,
and Mr. Sinister
just might let you live.

48
00:03:52,250 --> 00:03:53,875
(WOLVERINE GROWLING)

49
00:03:55,166 --> 00:03:59,458
Mr. Sinister has plans
for you ex-X-Men.

50
00:03:59,458 --> 00:04:01,958
We'll never surrender
to Sinister.

51
00:04:01,958 --> 00:04:05,875
We took you apart once, Ruckus,
and we can do it again.

52
00:04:05,875 --> 00:04:09,166
That was when you had your
mutant powers.

53
00:04:09,166 --> 00:04:11,708
And since we aren't affected,

54
00:04:11,708 --> 00:04:15,875
I think you better
watch your mouth, and mine.

55
00:04:15,875 --> 00:04:17,000
(ROARING)

56
00:04:20,875 --> 00:04:22,125
Get them!

57
00:04:26,416 --> 00:04:29,500
ROGUE: Put me down,
you gob of goop.

58
00:04:29,500 --> 00:04:31,000
You hear the lady.

59
00:04:31,000 --> 00:04:34,458
Or you'll do what,
without your powers?

60
00:04:34,458 --> 00:04:35,958
(LAUGHING)

61
00:04:38,125 --> 00:04:41,208
I do not need the elements
to deal with a toad like you.

62
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(SQUAWKING)

63
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(GRUNTING)

64
00:04:47,875 --> 00:04:51,458
Sorry, lady. You got a date
with a man in a cape.

65
00:04:56,458 --> 00:05:01,000
You'll need more than
that piece of tin
to hide behind.

66
00:05:02,291 --> 00:05:04,583
You're not so much.

67
00:05:04,583 --> 00:05:07,875
What did Mr. S.
ever see in you, anyhow?

68
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(SCREAMS)

69
00:05:09,958 --> 00:05:11,708
(GRUNTING)

70
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(SCREAMING)

71
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It'll be a pleasure
ripping you apart.

72
00:05:30,250 --> 00:05:34,458
Good luck, pal. There's nothing
mutant about these.

73
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(EXCLAIMS)

74
00:05:40,833 --> 00:05:44,833
They may get me, but I'm taking
your ugly carcass out first.

75
00:05:44,833 --> 00:05:45,833
(GROANS)

76
00:05:45,833 --> 00:05:47,833
Feeling dizzy?

77
00:05:47,833 --> 00:05:51,708
Your mind reels from the power
of Vertigo.

78
00:05:51,708 --> 00:05:56,125
There is no up nor down,
no left nor right.

79
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Lady, you make me sick.

80
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On your knees!

81
00:06:02,708 --> 00:06:03,875
No.

82
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Surrender to Vertigo!

83
00:06:06,708 --> 00:06:08,291
Never!

84
00:06:08,291 --> 00:06:09,833
(SCREAMING)

85
00:06:12,000 --> 00:06:13,583
(COUGHING)

86
00:06:22,958 --> 00:06:26,708
I could use some
mutant healing power
right about now.

87
00:06:28,291 --> 00:06:31,875
Got to get moving
before those maggots
pick up my trail.

88
00:06:31,875 --> 00:06:34,208
Quick! We're gonna lose him
in the jungle.

89
00:06:34,208 --> 00:06:38,875
Track down Wolverine.
If he won't be taken,
destroy him.

90
00:06:42,875 --> 00:06:44,416
(SQUAWKING)

91
00:06:45,416 --> 00:06:47,583
They don't waste any time.

92
00:06:49,375 --> 00:06:52,125
You belong to Mr. Sinister now.

93
00:06:52,125 --> 00:06:56,375
If you give us no trouble,
you may live longer.

94
00:06:56,375 --> 00:07:00,708
No matter what Sinister
has planned for us,
we'll never belong to him.

95
00:07:00,708 --> 00:07:02,750
Shut up and get moving.

96
00:07:17,708 --> 00:07:19,833
(WOLVERINE GRUNTING AND PANTING)

97
00:07:26,458 --> 00:07:27,875
(GRUNTS)

98
00:07:32,708 --> 00:07:35,000
(SCREAMS)

99
00:07:47,083 --> 00:07:48,458
(PANTING)

100
00:07:51,875 --> 00:07:53,500
(SNIFFS)

101
00:07:53,500 --> 00:07:54,958
(ROARING)

102
00:07:58,458 --> 00:08:00,583
What's this? Half time?

103
00:08:34,250 --> 00:08:35,375
(GROWLS)

104
00:08:43,000 --> 00:08:44,000
(SNIFFS)

105
00:08:48,708 --> 00:08:52,166
I don't like being tracked,
and you need a shower.

106
00:08:54,125 --> 00:08:58,000
Don't pretend you don't know
Ka-Zar, mutant.

107
00:08:58,000 --> 00:09:01,708
Your kind have enslaved
the peoples of the Savage Land.

108
00:09:01,708 --> 00:09:05,333
Take me to your master,
or you will pay for your crimes.

109
00:09:05,333 --> 00:09:08,250
Look, nature boy,
there's some guys on my tail.

110
00:09:08,250 --> 00:09:11,000
I got no time for conversation.

111
00:09:12,458 --> 00:09:13,583
(GRUNTS)

112
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Then perish!

113
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(BOTH GRUNTING)

114
00:09:23,000 --> 00:09:25,000
You should have minded
your own business.

115
00:09:25,000 --> 00:09:26,000
(GROANS)

116
00:09:28,458 --> 00:09:31,291
(GROWLING)

117
00:09:35,000 --> 00:09:36,875
I don't know who you think I am,

118
00:09:36,875 --> 00:09:40,208
but one thing I don't have
is a master.

119
00:09:40,208 --> 00:09:42,000
No, Zabu!

120
00:09:42,000 --> 00:09:44,875
You do not belong
to the outlander
known as Sinister?

121
00:09:44,875 --> 00:09:50,625
Belong to him?
I'm down in this fern bar
to rip him a new navel.

122
00:09:50,625 --> 00:09:53,000
Then join me.

123
00:09:53,000 --> 00:09:56,166
The others who opposed
Sinister are imprisoned
in the great citadel.

124
00:09:56,166 --> 00:09:58,166
I am the only one left.

125
00:09:58,166 --> 00:09:59,458
Not anymore, bub.

126
00:09:59,458 --> 00:10:01,083
(SQUAWKING)

127
00:10:05,416 --> 00:10:07,000
(SCREAMING)

128
00:10:07,000 --> 00:10:08,583
(GRUNTS)

129
00:10:21,708 --> 00:10:23,166
(SQUAWKS)

130
00:10:44,708 --> 00:10:46,208
(SCREAMS)

131
00:10:50,458 --> 00:10:54,125
Come, my friend!
They have given us the way
to attack the citadel.

132
00:10:54,125 --> 00:11:00,166
"Attack" is one of
my favorite words,
and the name's Wolverine.

133
00:11:00,166 --> 00:11:02,583
Does this leather chicken
have seatbelts?

134
00:11:02,583 --> 00:11:04,500
(GROWLS)

135
00:11:04,500 --> 00:11:06,000
You must remain here, Zabu.

136
00:11:08,166 --> 00:11:10,750
If we do not return, avenge us.

137
00:11:12,958 --> 00:11:15,166
MR. SINISTER:
You join us at last.

138
00:11:15,166 --> 00:11:18,416
I trust your defeat
wasn't too tiring.

139
00:11:18,416 --> 00:11:20,708
Skip the small talk, Sinister!

140
00:11:20,708 --> 00:11:24,625
Your eyes can destroy,
but they cannot see.

141
00:11:24,625 --> 00:11:27,583
You've got us,
but we don't have to
listen to your drivel.

142
00:11:27,583 --> 00:11:33,208
I shall take mutantkind
to the ultimate
expression of their power!

143
00:11:33,208 --> 00:11:38,166
You'd rather fawn over
humankind in hopes of
a sniveling coexistence

144
00:11:38,166 --> 00:11:42,750
or fight among yourselves
to prepare for a war
you cannot win

145
00:11:42,750 --> 00:11:48,708
unless you're willing
to force your mutations
to the next stage.

146
00:11:48,708 --> 00:11:50,625
As your slaves?

147
00:11:50,625 --> 00:11:52,625
As my creations.

148
00:11:52,625 --> 00:11:55,250
As my gift to the world.

149
00:11:55,250 --> 00:11:59,875
The mutant powers of all
combined in each.

150
00:11:59,875 --> 00:12:01,250
As my children.

151
00:12:01,250 --> 00:12:03,583
You, Jean Grey,

152
00:12:03,583 --> 00:12:06,375
and you, Scott Summers,

153
00:12:06,375 --> 00:12:10,750
all my life, I've waited
to create with you.

154
00:12:14,125 --> 00:12:18,375
With this device,
I can imprint portions
of the genetic code

155
00:12:18,375 --> 00:12:20,708
from any mutant into another,

156
00:12:20,708 --> 00:12:25,875
increasing their powers
in unpredictable
but stunning ways.

157
00:12:27,875 --> 00:12:31,416
Magneto's DNA shall provide
the first test.

158
00:12:31,416 --> 00:12:34,583
Do it, Sinister, but shut up and
be quick about it.

159
00:12:34,583 --> 00:12:36,833
Speak bravely, Magneto,

160
00:12:36,833 --> 00:12:38,291
while you can.

161
00:12:40,208 --> 00:12:41,375
(SCREAMING)

162
00:12:43,875 --> 00:12:47,000
Stop it, Sinister!
You're destroying him.

163
00:12:47,000 --> 00:12:49,333
What do you care, Xavier?

164
00:12:49,333 --> 00:12:51,833
Would he care
if I destroyed you?

165
00:12:51,833 --> 00:12:52,875
(GROANS)

166
00:12:52,875 --> 00:12:54,833
MR. SINISTER: First test.

167
00:12:54,833 --> 00:12:58,458
Magneto's strength
flows through me.

168
00:12:58,458 --> 00:12:59,875
Show them.

169
00:13:01,875 --> 00:13:03,416
(GROANING)

170
00:13:06,458 --> 00:13:09,000
The room. Spin!

171
00:13:11,750 --> 00:13:13,083
Gambit!

172
00:13:15,000 --> 00:13:17,958
Don't fight it. You can't.

173
00:13:17,958 --> 00:13:19,291
(LAUGHING)

174
00:13:43,000 --> 00:13:44,708
(GROANING)

175
00:13:46,291 --> 00:13:49,458
My powers do not weaken.

176
00:13:50,958 --> 00:13:55,083
I'm frightened, Gambit.
I don't know how to fight
them without my powers.

177
00:13:55,083 --> 00:13:58,000
Take her next.

178
00:13:58,000 --> 00:13:59,708
Be brave, chere.

179
00:13:59,708 --> 00:14:02,416
Gambit never say this
to anyone before,

180
00:14:04,000 --> 00:14:06,000
but Gambit loves you.

181
00:14:09,375 --> 00:14:11,416
ROGUE: No!

182
00:14:11,416 --> 00:14:12,583
(GROANS)

183
00:14:20,500 --> 00:14:22,458
My people are held down below.

184
00:14:22,458 --> 00:14:25,250
Sinister's diabolical
machines lie that way.

185
00:14:25,250 --> 00:14:27,291
That's where my friends will be.

186
00:14:32,500 --> 00:14:36,125
So beautiful, yet so strong.

187
00:14:36,125 --> 00:14:39,375
Well, I always did think
I was kind of cute.

188
00:14:39,375 --> 00:14:41,166
Nice of you to mention it.

189
00:14:41,166 --> 00:14:45,750
Wolverine, how nice. Get him!

190
00:14:45,750 --> 00:14:48,625
Out of my way, dog breath.

191
00:14:52,000 --> 00:14:53,708
GORGEOUS GEORGE: You don't
wanna let them out yet.

192
00:14:53,708 --> 00:14:56,333
We haven't finished
playing with them.

193
00:14:58,416 --> 00:15:02,083
Surrender, or feel
the power of Vertigo.

194
00:15:03,583 --> 00:15:05,000
(GROANING)

195
00:15:09,125 --> 00:15:10,458
(GROANING)

196
00:15:14,583 --> 00:15:16,208
SHANNA: Psst! Yoo-hoo!

197
00:15:19,291 --> 00:15:20,583
(GRUNTS)

198
00:15:21,875 --> 00:15:23,208
(GROANS)

199
00:15:24,458 --> 00:15:25,708
Ka-Zar!

200
00:15:27,458 --> 00:15:29,583
I knew you would come for us.

201
00:15:29,583 --> 00:15:31,708
Shanna.

202
00:15:31,708 --> 00:15:36,083
VERTIGO: Kneel! Become one of
the master's slaves.

203
00:15:36,083 --> 00:15:38,833
They cannot help you.

204
00:15:38,833 --> 00:15:42,375
You'll have to kill me first.

205
00:15:42,375 --> 00:15:43,708
(CLAMORING)

206
00:15:46,291 --> 00:15:47,875
Stop them!

207
00:15:47,875 --> 00:15:49,000
(ROARING)

208
00:15:57,375 --> 00:15:58,583
(GROANING)

209
00:16:04,250 --> 00:16:09,208
We have to destroy the machines.

210
00:16:15,458 --> 00:16:16,583
My legs!

211
00:16:29,250 --> 00:16:32,083
This'll teach you to keep
your paws off a lady.

212
00:16:35,083 --> 00:16:38,250
The name is Gambit. Remember it.

213
00:16:46,250 --> 00:16:47,875
(EXCLAIMS)

214
00:16:49,125 --> 00:16:52,708
Lightning, deliver
this place from darkness.

215
00:16:57,708 --> 00:17:00,500
Payback time.

216
00:17:00,500 --> 00:17:03,375
We've heard just about enough
out of you.

217
00:17:12,000 --> 00:17:16,458
Your mutant powers
will not save you from Vertigo.

218
00:17:21,250 --> 00:17:23,458
You deny the future,

219
00:17:23,458 --> 00:17:26,625
so you shall not live to see it.

220
00:17:26,625 --> 00:17:28,208
(MR. SINISTER GROANS)

221
00:17:28,208 --> 00:17:30,250
I warned you before
to leave us alone.

222
00:17:30,250 --> 00:17:33,375
I can't. I won't.

223
00:17:33,375 --> 00:17:35,750
The world needs...

224
00:17:36,875 --> 00:17:40,958
What was that? I don't think
I heard you right.

225
00:17:40,958 --> 00:17:42,708
(SCREAMING)

226
00:17:42,708 --> 00:17:47,583
Must have you both. Must use...

227
00:17:47,583 --> 00:17:48,833
(SCREAMING)

228
00:17:50,333 --> 00:17:51,708
Morph, no!

229
00:17:54,958 --> 00:17:55,958
CYCLOPS: Sinister!

230
00:17:57,000 --> 00:17:58,625
Don't fight it.

231
00:17:58,625 --> 00:18:00,458
You can't.

232
00:18:07,083 --> 00:18:09,208
XAVIER: Fight Sinister's
mind control.

233
00:18:09,208 --> 00:18:11,583
Why should I?

234
00:18:11,583 --> 00:18:12,625
(EXCLAIMS)

235
00:18:14,583 --> 00:18:19,000
They think they're safe,
but they've forgotten
about good old Morph.

236
00:18:23,208 --> 00:18:27,583
Morph, you're part of the team.
We are your family.

237
00:18:27,583 --> 00:18:30,125
No matter what Sinister
has done to you,

238
00:18:30,125 --> 00:18:35,083
you are and will always be
one of the X-Men.

239
00:18:35,083 --> 00:18:37,875
The X-Men!

240
00:18:37,875 --> 00:18:39,125
(GROANING)

241
00:18:41,708 --> 00:18:43,875
He's gone all to pieces.

242
00:18:43,875 --> 00:18:47,125
Master! I'll save you, master.

243
00:18:50,708 --> 00:18:52,250
MR. SINISTER: The future

244
00:18:52,250 --> 00:18:58,250
cannot be destroyed so easily.

245
00:18:58,250 --> 00:19:00,000
Yes, it can.

246
00:19:05,583 --> 00:19:07,708
It will be a while before he
gets back together.

247
00:19:07,708 --> 00:19:08,875
(MORPH GROANS)

248
00:19:08,875 --> 00:19:10,250
Morph!

249
00:19:17,875 --> 00:19:19,750
BEAST: The detonations
are intensifying.

250
00:19:19,750 --> 00:19:21,625
CYCLOPS: Everybody out of here!

251
00:19:25,583 --> 00:19:27,208
(GROANING)

252
00:19:38,000 --> 00:19:41,958
XAVIER: It will take time
to put right what
Sinister tried to destroy.

253
00:19:41,958 --> 00:19:45,416
Thankfully, the X-Men
have proved
what I'd always hoped,

254
00:19:45,416 --> 00:19:49,750
that, in my absence,
they can carry on together
with our important work.

255
00:19:49,750 --> 00:19:52,875
When we return home,
I will be able to
remove the device

256
00:19:52,875 --> 00:19:55,000
Sinister implanted in Morph,

257
00:19:55,000 --> 00:19:58,208
but removing the psychic damage
will take longer.

258
00:19:58,208 --> 00:20:01,833
It was good to fight alongside
you again, Charles.

259
00:20:01,833 --> 00:20:04,000
Then join me in my work.

260
00:20:04,000 --> 00:20:06,000
That can never be.

261
00:20:06,000 --> 00:20:08,458
We each have our own destiny.

262
00:20:08,458 --> 00:20:12,458
Only the future will prove
which one of us is right.

263
00:20:14,333 --> 00:20:17,250
Goodbye, my friend.

264
00:20:27,708 --> 00:20:31,458
The Savage Land is cleansed
of outlanders.

265
00:20:32,458 --> 00:20:37,416
Now, its true future begins.

266
00:20:41,291 --> 00:20:44,458
(LAUGHING EVILLY)