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NARRATOR: Previously on
X-Men...

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00:00:02,416 --> 00:00:04,583
Ladies, gentlemen,

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00:00:04,583 --> 00:00:09,750
the missing mutant scientists
and I have built
a mutants-only asteroid.

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00:00:09,750 --> 00:00:14,750
Where any mutant may
live apart from humanity,
free from its cruelty.

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My mission is peaceful.

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Any intervention
would make it otherwise.

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Magneto’s got missiles
up there.

8
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He says they’re defensive.
But how can I take that chance?

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00:00:25,083 --> 00:00:29,625
If I can speak with him,
I’m certain
we’ll find a peaceful solution.

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00:00:29,625 --> 00:00:31,958
You thinking about
moseying skyward?

11
00:00:31,958 --> 00:00:35,333
Don’t worry, chere.
Gambit’s got no bags packed.

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-You’re coming back, Cajun?
-Promise, chere.

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I will not tolerate

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-your endangering my asteroid.
-I renounce you!

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You renounce me?

16
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You will serve our cause
much better
as a martyr.

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Traitors! They have destroyed
our beloved Magneto.

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Vengeance
for our lost Lord Magneto!

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(THEME MUSIC PLAYING)

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AMELIA: Assassins!

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I believe the proper expression
is, "Feet don’t fail me now!"

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GAMBIT: They ain’t even
slowing down!

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Quickly. If you value
your lives,
take us to the shuttle!

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You go on.
Gambit will hold them off.

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We may not be able
to wait for you.

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So then Gambit become
the first X-Man in orbit.

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Now we’re playing a new game,
and it’s Gambit’s deal.

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I’ll take care of him.

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Sorry, mon cher,
but you joined the wrong team.

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(GAMBIT SCREAMING)

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XAVIER: We’ll wait as long
as possible.
But be ready to leave

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-the moment I give the signal.
-Wait!

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I see something.
It is our pursuers,
but I do not see Gambit.

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XAVIER: Go! Now!

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CORTEZ: Soon, Xavier,
his X-Men,

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and the rest of the
Earth’s tyrants
shall taste our vengeance!

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Magnus.

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MAGNETO: Charles, I live.

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(SIRENS BLARING)

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Oh, no! They’re getting ready
to handle a crash!

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COSMONAUT 2:
Come on, little one.
Only a few more kilometers.

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I should have skipped lunch.

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(ROGUE GRUNTING)

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Man, that’s hot!

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ROGUE: Y’all hold on!

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Gambit! Where is he?

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ROGUE: Gambit.

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-Gambit!
-Rogue, please.

49
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Let go, Hank! I gotta find him!

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XAVIER: Gambit is alive, Rogue.
On Asteroid M.

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I should’ve known
he’d sneak out on us!

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It is not what you think!

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Gambit had no intention
of staying with Magneto.

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His sacrifice
allowed us to escape.

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-Sacrifice?
-Do not worry.

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We shall get him back
as soon as we finish
adapting the Blackbirdengines

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and manage an orbital launch.

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-Which one of you
is Charles Xavier?
-I am Xavier.

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And I am prepared
to speak to the President.

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What about Gambit?

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I’m afraid
our return to Asteroid M
will have to wait a few hours.

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It is imperative that
we inform the world’s
governments

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of the danger Cortez presents.

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Remy.

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CORTEZ: Behold,
I give you your traitor, X-Man,

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follower of the dupe Xavier...

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(COLLAR BEEPING)

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...destroyer of our beloved
Magneto.

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Did you really think
you could get away with it?

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That we would allow him
to go unavenged?

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-He’s a traitor to mutants!
-Kill him!

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-Destroy the X-Man!
-Do away with him!

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Silence! He’ll be
more useful alive.

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When I’ve convinced him
to join our just cause.

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-Never.
-Mark my words, X-Man!

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Before this day is done, you
will beg me to let you join us!

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(CORTEZ LAUGHING MANIACALLY)

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He would not have
wanted a memorial,
so I will keep this brief.

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Erik Magnus Lehnsherr was known
to you only as Magneto,

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our most intractable opponent.

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He was also my friend.

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Magnus had a tragic past.

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Anger and resentment led him
down a destructive path.

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I tried to help him. I failed.

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In the end, he wanted only
to spare future generations

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the pain he was forced
to endure.
Though I abhorred his methods,

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I cannot fault the strength
of his character.

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Farewell, Magnus. At last,
you have found your peace.

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Now, we have work to do.

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I know it’s wrong, Beast.
But it ain’t Magneto
I’m thinking about.

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Why you need me
to lie about Magneto?

92
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We both know I didn’t do it.

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(GAMBIT SCREAMING)

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Oh, but you did.

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-Confess your treachery!
-Cortez, that’s enough!

96
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You’re a liar! Say it!

97
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Say it yourself,
you slimy little crawfish.

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-Stop it!
-Don’t interfere again,
Miss Voght,

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or a court may have
to look into

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why you were helping
an enemy of the state!

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Hear me, leaders of the Earth.

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All mutants held for any reason
must be freed.

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And restitution paid
for human crimes against them.

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Or we will begin
attacking targets on Earth,

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commencing with Genosha.

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Let me warn you
that resistance of any kind

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will result
in your immediate destruction.

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You have four hours.

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We can’t sit here
and do nothing, Professor.

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That little tinhorn dictator
has enough firepower

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to take out half the people
on this planet!

112
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We have to destroy him
while we still can!

113
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Let me go back.
Let my people at least try.

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More mutant-loving foolishness!

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We listened to him before

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and now another madman
is preparing to wipe us out!

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Mutants can’t be trusted.
Why should we let this man
try again?

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Because I’m your only chance
short of all-out nuclear war.

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And this time, sir, we won’t
be going up there to talk.

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CORTEZ: Now the humans
will fear us!

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Destiny has delivered unto you
a new leader!

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Reckless fool. The world
would have left us alone.

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(COLLAR BEEPING)

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-Gambit?
-Amelia, what’re
you doing here?

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I thought you might need
something.
Are you all right?

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Gambit have no complaints.

127
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Does Cortez know you’re here?

128
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He’s too busy
trying to get us destroyed.

129
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Why don’t you just confess
and get it over with?

130
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Because we both know
the X-Men are innocent.

131
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But what happened to Magneto?

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00:09:25,958 --> 00:09:30,625
Ever wonder how Cortez got
to Magneto’s chambers so fast?

133
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When his room is on the other
side of the asteroid?

134
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No, but I can find out.

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UNUSCIONE: I tell you,
something’s wrong with Cortez.

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He was never like this
in Genosha.

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CHROME: You worry too much.

138
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I don’t know
what’s going on around here,
but I don’t like it.

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Now, let’s see
who’s telling the truth.

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(BEEPING)

141
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The cloaking worked.

142
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We passed through
the shield undetected.

143
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We shall be docking
momentarily.

144
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I just hope we’re not too late.

145
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Missing!

146
00:11:37,458 --> 00:11:40,583
BEAST: One down, 249 to go.

147
00:11:49,833 --> 00:11:52,000
Cortez, this is Amelia Voght.

148
00:11:52,000 --> 00:11:54,458
You’re needed in
the control center immediately.

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Disrespectful harridan.
She’ll be next.

150
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I knew it!

151
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I ordered you to call me
only in case of an emergency!

152
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There’s no emergency.

153
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Sir, I don’t know
what you’re talking about!

154
00:12:31,500 --> 00:12:35,000
Something’s wrong, very wrong.

155
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-WOLVERINE: Yeah.
-We’ve been invaded!

156
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Sound the alarm!

157
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(ALARM BLARING)

158
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Got to take out
the control center!

159
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My pleasure.

160
00:12:47,750 --> 00:12:48,875
Catch!

161
00:12:50,875 --> 00:12:53,333
The little twerp
can dish it out,
but he can’t...

162
00:12:55,500 --> 00:12:58,708
You called, sir?

163
00:12:58,708 --> 00:13:04,000
Yes! These human-loving scum
have dared to attack
your leader!

164
00:13:04,000 --> 00:13:04,958
(ROGUE GASPING)

165
00:13:08,500 --> 00:13:10,083
(ROGUE SCREAMING)

166
00:13:12,000 --> 00:13:14,833
That is treason.

167
00:13:14,833 --> 00:13:18,000
And I pronounce sentence!

168
00:13:18,000 --> 00:13:20,583
We shall jettison them

169
00:13:21,958 --> 00:13:25,333
into the cold blackness
of space.

170
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I live!

171
00:13:56,750 --> 00:14:03,000
Vengeance shall be ours!
Saith me!

172
00:14:03,000 --> 00:14:06,208
My people demand justice!

173
00:14:06,208 --> 00:14:10,500
Public retribution
broadcast to the world!

174
00:14:15,250 --> 00:14:19,208
You tried
to destroy Magneto’s vision,

175
00:14:19,208 --> 00:14:23,083
to oppress his followers
as millions have done before!

176
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I don’t like your face, punk.

177
00:14:26,250 --> 00:14:29,416
I am their deliverer!

178
00:14:29,416 --> 00:14:32,333
The only thing you’ve
delivered lately
is a pack of lies.

179
00:14:39,708 --> 00:14:44,416
Return! You are unfit to lead!

180
00:14:44,416 --> 00:14:47,125
MAGNETO: Powers. Cortez...

181
00:14:47,125 --> 00:14:51,500
Soon you will fade away
into nothing!

182
00:14:51,500 --> 00:14:56,583
You will serve our cause
much better as a martyr.

183
00:14:57,708 --> 00:14:59,125
It’s a trick!

184
00:15:00,333 --> 00:15:02,333
(MUTANTS MURMURING)

185
00:15:06,125 --> 00:15:07,708
I lived for him!

186
00:15:07,708 --> 00:15:10,583
Don’t look good, Cortez.

187
00:15:10,583 --> 00:15:13,500
-How could you do it?
-He trusted you.

188
00:15:15,083 --> 00:15:17,291
We trusted you!

189
00:15:17,291 --> 00:15:19,583
I think I’m gonna enjoy this.

190
00:15:19,583 --> 00:15:22,708
-You won’t take me!
-Now hold on!

191
00:15:23,708 --> 00:15:25,458
Our new world shall live!

192
00:15:28,416 --> 00:15:30,708
She’d be a handful on a date.

193
00:15:30,708 --> 00:15:34,250
I don’t think wild boy’s
gonna fire off
any more of these missiles.

194
00:15:34,250 --> 00:15:36,333
But he can!
The secondary controls!

195
00:15:39,583 --> 00:15:41,833
-Mr. Calley.
-Yes, sir?

196
00:15:41,833 --> 00:15:44,750
The asteroid has been
infiltrated by hostile agents!

197
00:15:44,750 --> 00:15:47,000
-Check the missiles!
-Yes, sir!

198
00:15:53,833 --> 00:15:57,750
Someone’s fooling with
them, sir. Sixteen percent
of missiles disabled.

199
00:15:57,750 --> 00:16:01,208
-Two hundred and ten
still operable.
-Fire them!

200
00:16:01,208 --> 00:16:03,000
Beg your pardon, sir?

201
00:16:03,000 --> 00:16:06,708
The missiles! Arm the warheads
and launch them immediately!

202
00:16:06,708 --> 00:16:10,583
But that would wipe out
most of the people on Earth!

203
00:16:10,583 --> 00:16:11,958
Do it, soldier!

204
00:16:13,750 --> 00:16:17,291
Don’t listen to him, Byron.
He’s gone crazy.

205
00:16:17,291 --> 00:16:19,291
He’s one of them!

206
00:16:19,291 --> 00:16:21,875
Stop it, sir! You don’t know
what you’re doing!

207
00:16:21,875 --> 00:16:23,291
(CORTEZ GRUNTING)

208
00:16:23,291 --> 00:16:24,333
Traitor!

209
00:16:24,333 --> 00:16:25,958
(GAMBIT GROANING)

210
00:16:29,875 --> 00:16:32,125
This isn’t what
I signed up for.

211
00:16:35,333 --> 00:16:36,708
Thanks.

212
00:16:36,708 --> 00:16:39,958
You can’t stop them!
No one can!

213
00:16:39,958 --> 00:16:41,333
(CORTEZ LAUGHS)

214
00:16:45,750 --> 00:16:47,583
BEAST: Not a good sign.

215
00:16:47,583 --> 00:16:50,625
A saboteur, like a thoughtful
guest, knows when to leave!

216
00:16:52,416 --> 00:16:54,125
Professor, all of the missiles
have been activated!

217
00:17:16,250 --> 00:17:18,708
There are too many!

218
00:17:24,458 --> 00:17:26,083
Hear me!

219
00:17:26,083 --> 00:17:30,333
Magnus, you are alive!

220
00:17:30,333 --> 00:17:33,416
You failed, Cortez!

221
00:17:33,416 --> 00:17:36,583
The Earth’s magnetic field
has healed me,

222
00:17:36,583 --> 00:17:42,291
as a mother nourishes her son.
Now, I will have my vengeance!

223
00:17:47,166 --> 00:17:50,291
Magneto doesn’t sound like
he’s in a very good mood.

224
00:17:50,291 --> 00:17:55,583
-We better find the Cajun fast.
-We don’t find him,
we don’t go!

225
00:17:55,583 --> 00:17:58,958
Gambit! Come in,
you low life swamp rat!

226
00:17:58,958 --> 00:18:03,000
Chere,it almost sound
like you miss me.

227
00:18:03,000 --> 00:18:06,416
ROGUE: Remy, when
I get my hands
on you...

228
00:18:12,250 --> 00:18:13,958
(ALL SCREAMING)

229
00:18:15,458 --> 00:18:19,250
I have come for the one
who betrayed me.

230
00:18:20,750 --> 00:18:21,875
Have mercy!

231
00:18:23,000 --> 00:18:24,458
Look like our cue to go.

232
00:18:25,875 --> 00:18:28,375
I live only for you, my...

233
00:18:30,958 --> 00:18:33,958
-Chere!
-Come on!

234
00:18:33,958 --> 00:18:37,375
Just like you to be running
around with another woman.

235
00:18:40,125 --> 00:18:42,166
What took you so long, chere?

236
00:18:42,166 --> 00:18:44,750
Gambit had to hold this place
on his own.

237
00:18:44,750 --> 00:18:47,208
Just take it easy, hotshot.

238
00:18:47,208 --> 00:18:51,083
And next time you go
gallivanting around some
big old space rock,

239
00:18:51,083 --> 00:18:53,833
why don’t you take
someone along
to look after you.

240
00:18:53,833 --> 00:18:55,166
(EXCLAIMS IN DISGUST)

241
00:18:55,166 --> 00:18:56,875
You’re making me sick.

242
00:18:58,208 --> 00:19:00,958
Make one last pass.

243
00:19:00,958 --> 00:19:05,000
(TELEPATHIC) Magnus, you must
come with us.

244
00:19:05,000 --> 00:19:08,625
Thank you, Charles.
But if my dream must die,

245
00:19:08,625 --> 00:19:11,875
I must see it through
to the end, alone.

246
00:19:11,875 --> 00:19:14,875
In time, the world might have
learned to trust us.

247
00:19:14,875 --> 00:19:17,000
Now that hope has been lost.

248
00:19:21,125 --> 00:19:25,458
Do not concern
yourself. I shall survive it.

249
00:19:41,083 --> 00:19:43,125
Why did you offer to save
Magneto?

250
00:19:43,125 --> 00:19:45,958
He is my friend.
Nothing can change that.

251
00:19:45,958 --> 00:19:49,750
And what is there for him now,
Charles? His dream is gone.

252
00:19:49,750 --> 00:19:54,875
He could help us. As you could,
Amelia, to fulfill my dream.

253
00:19:54,875 --> 00:19:59,958
Working for a better future for
all, mutant and human alike.

254
00:19:59,958 --> 00:20:04,125
A generous offer, Charles
Xavier, given our
past together.

255
00:20:06,625 --> 00:20:10,000
But I just tried
following another man’s dream.

256
00:20:10,000 --> 00:20:12,000
It is time I discovered my own.

257
00:20:15,458 --> 00:20:20,333
-Where am I?
-APOCALYPSE: With your
true savior.

258
00:20:20,333 --> 00:20:25,000
I don’t understand.
Who are you?
What do you want with me?

259
00:20:25,000 --> 00:20:27,625
APOCALYPSE: You were saved
from the asteroid

260
00:20:27,625 --> 00:20:32,958
because your talents will
prove useful to me very soon.

261
00:20:32,958 --> 00:20:36,250
But who are you?

262
00:20:36,250 --> 00:20:39,416
(LAUGHING MANIACALLY)

263
00:20:44,208 --> 00:20:46,125
(THEME MUSIC PLAYING)