1 00:00:01,250 --> 00:00:02,583 [theme music] 2 00:01:11,458 --> 00:01:14,750 Why can't I move? 3 00:01:24,083 --> 00:01:25,375 [thunder rumbling] 4 00:01:43,083 --> 00:01:44,166 [groans] 5 00:01:44,166 --> 00:01:46,208 That's some wake-up call. 6 00:01:46,583 --> 00:01:48,166 Something's going on outside. 7 00:01:48,583 --> 00:01:50,958 Beast, see if everyone else is okay. 8 00:01:50,958 --> 00:01:52,875 The rest of us, let's go! 9 00:01:52,875 --> 00:01:53,875 Outside? 10 00:01:57,000 --> 00:02:00,000 Oh, wow! Who put on the laser show? 11 00:02:01,000 --> 00:02:03,083 Something's kind of spooky about all this. 12 00:02:03,708 --> 00:02:05,500 Elements are out of balance. 13 00:02:06,000 --> 00:02:08,583 Our world is under siege! 14 00:02:11,083 --> 00:02:12,833 I don't believe it! 15 00:02:13,625 --> 00:02:15,166 That's right, runt! 16 00:02:15,708 --> 00:02:18,291 Ain't life just special? 17 00:02:19,125 --> 00:02:20,458 [grunts] 18 00:02:20,875 --> 00:02:23,458 [groans] [grunting] 19 00:02:26,000 --> 00:02:28,125 [shouting] 20 00:02:28,125 --> 00:02:30,500 [both grunting] 21 00:02:30,500 --> 00:02:32,416 All right, who's out there? 22 00:02:33,125 --> 00:02:35,500 Come out now and you won't get hurt! 23 00:02:36,708 --> 00:02:38,875 [heavy thudding] [Jubilee] Huh? 24 00:02:39,875 --> 00:02:40,875 [Jubilee screams] 25 00:02:43,208 --> 00:02:44,208 [gasps] 26 00:02:44,625 --> 00:02:45,625 [grunting] 27 00:02:48,416 --> 00:02:50,208 [evil laughter] 28 00:02:50,208 --> 00:02:51,208 [screams] 29 00:02:51,958 --> 00:02:53,750 What sorcery is this? 30 00:02:54,375 --> 00:02:56,416 No, please! 31 00:02:57,583 --> 00:02:59,000 Begone! 32 00:03:00,583 --> 00:03:01,750 No. 33 00:03:01,750 --> 00:03:03,375 [Jean] Scott, help me! 34 00:03:03,375 --> 00:03:05,458 Care to join her? 35 00:03:06,958 --> 00:03:09,458 [groaning] Must save them. 36 00:03:09,458 --> 00:03:12,000 [growling] 37 00:03:18,708 --> 00:03:20,458 They're all gone! 38 00:03:24,750 --> 00:03:27,625 Gone? Hank, what's he talking about? 39 00:03:27,625 --> 00:03:30,000 Why can't we wake him from his nightmare? 40 00:03:30,416 --> 00:03:32,958 How could a slight concussion do all this? 41 00:03:33,458 --> 00:03:36,208 This is an unaccountable biological condition. 42 00:03:36,875 --> 00:03:41,583 The Professor appears to be in no physical pain, yet he is weakening steadily. 43 00:03:41,583 --> 00:03:44,000 As with the most powerful hypnosis, 44 00:03:44,000 --> 00:03:47,208 his mind is telling him that he's gravely hurt. 45 00:03:47,625 --> 00:03:51,291 Are you saying that something can manipulate Xavier's mind? 46 00:03:51,291 --> 00:03:53,291 He's the most powerful psychic on Earth! 47 00:03:53,708 --> 00:03:56,208 Jean, can't you contact him telepathically? 48 00:03:56,208 --> 00:03:58,458 I've tried. I can't get through! 49 00:03:58,458 --> 00:04:02,333 [Xavier] Oh, Jean, Scott, Jubilee! 50 00:04:02,333 --> 00:04:04,125 I couldn't save them! [monitor beeping rapidly] 51 00:04:04,125 --> 00:04:07,125 Beast! Those readings are getting worse! 52 00:04:07,125 --> 00:04:08,458 Professor! 53 00:04:08,458 --> 00:04:10,750 [Beast] Charles, can you hear us? 54 00:04:12,708 --> 00:04:15,625 [Xavier] I... I know this place. 55 00:04:16,625 --> 00:04:19,875 Charles, you finally decided to join us. [kids laughing] 56 00:04:19,875 --> 00:04:21,833 How lovely. 57 00:04:21,833 --> 00:04:22,833 Mother! 58 00:04:24,166 --> 00:04:25,250 Is this a dream? 59 00:04:26,083 --> 00:04:27,416 How can you be here? 60 00:04:28,333 --> 00:04:29,625 Where am I? 61 00:04:29,625 --> 00:04:31,291 This is your home, Charles. 62 00:04:31,708 --> 00:04:32,708 Don't you remember? 63 00:04:33,250 --> 00:04:37,500 Yes, of course. But it has been so long. 64 00:04:38,416 --> 00:04:41,125 And I have missed you so much. 65 00:04:41,125 --> 00:04:45,375 Yes, my darling boy. I've missed you as well. 66 00:04:45,875 --> 00:04:49,333 But now we can be together, forever. 67 00:04:49,333 --> 00:04:55,375 After I lost you, I thought I would never see you again. 68 00:04:55,375 --> 00:04:57,125 But what about my X-Men? 69 00:04:57,125 --> 00:05:01,083 Don't worry, Charles. They're here, too. 70 00:05:01,583 --> 00:05:02,833 She's right, Professor. 71 00:05:02,833 --> 00:05:06,375 Scott! I do not believe it! 72 00:05:06,375 --> 00:05:10,708 That life of contention and strife is behind us now, Charles. 73 00:05:10,708 --> 00:05:11,708 [Xavier] Storm! 74 00:05:13,375 --> 00:05:16,833 Yeah, Professor. And this place is great! No Sentinels! 75 00:05:17,750 --> 00:05:19,625 You are all so real! 76 00:05:20,333 --> 00:05:22,833 Yet, how can this be? 77 00:05:23,250 --> 00:05:24,625 It's up to you, Chuck. 78 00:05:25,458 --> 00:05:28,875 You don't have to worry about us any more. Let it go. 79 00:05:29,458 --> 00:05:30,583 I don't know. 80 00:05:31,625 --> 00:05:34,125 To be with you, all of you, 81 00:05:34,708 --> 00:05:38,750 no more struggle, it would be so easy. 82 00:05:39,458 --> 00:05:44,625 Yes! I feel so light! So free! 83 00:05:44,625 --> 00:05:49,125 [Shadow King] Let go. The universe will be yours. 84 00:05:49,708 --> 00:05:50,708 [Xavier] Yes. 85 00:05:52,458 --> 00:05:55,166 [monitor beeping] [Beast] His readings are dropping again! 86 00:05:55,166 --> 00:05:58,000 Beast! You're a doctor, do something! 87 00:05:58,333 --> 00:05:59,750 We're losing him! 88 00:05:59,750 --> 00:06:02,333 Jean! Try your psychic powers again! 89 00:06:02,833 --> 00:06:06,583 Professor, we need you! Don't give up! 90 00:06:06,583 --> 00:06:11,166 Speak to me, please, please, please. 91 00:06:11,875 --> 00:06:15,708 We need you, we need you, we need you... 92 00:06:15,708 --> 00:06:18,083 -...we need you, we need you... -Wait! That sounds like Jean. 93 00:06:19,416 --> 00:06:20,750 But where is she? 94 00:06:21,375 --> 00:06:26,750 [Shadow King] Ignore her, come towards me, Charles. 95 00:06:27,500 --> 00:06:32,583 -[Jean] Professor! Professor! -[Shadow King] Come to me, and find rest. 96 00:06:33,208 --> 00:06:36,291 [Xavier] I know you, but how? 97 00:06:36,875 --> 00:06:40,291 [Shadow King] You don't. You can't. 98 00:06:40,291 --> 00:06:43,208 But I must remember. 99 00:06:43,583 --> 00:06:44,958 A small bag, please. 100 00:06:45,875 --> 00:06:47,291 [Monkey chattering] 101 00:06:48,458 --> 00:06:50,958 [Xavier] What in the world. 102 00:06:50,958 --> 00:06:55,000 [Storm laughing] [monkey chattering] 103 00:06:56,875 --> 00:06:58,125 [Xavier] The little imp! 104 00:07:06,000 --> 00:07:09,500 [Xavier] All right, little one, hand me back my wallet. 105 00:07:09,500 --> 00:07:10,500 [gasps] 106 00:07:13,958 --> 00:07:16,833 -[Shadow King] Well done, sir. -[Xavier] Who are you? 107 00:07:17,333 --> 00:07:20,500 [Shadow King] I have not met another with psychic powers such as my own. 108 00:07:21,125 --> 00:07:24,750 Join me at my table in the restaurant behind you. 109 00:07:26,000 --> 00:07:30,000 That is the one. I beg of you, sir, come in. 110 00:07:31,333 --> 00:07:35,458 So, you do not approve of the way I do business. 111 00:07:35,458 --> 00:07:37,708 Using children to steal? 112 00:07:37,708 --> 00:07:39,875 No, I do not agree with that. 113 00:07:39,875 --> 00:07:41,708 The little brat thought you were human. 114 00:07:42,166 --> 00:07:45,708 Normally I would not steal from a fellow mutant. 115 00:07:45,708 --> 00:07:49,000 A thief is a thief, no matter the victim. 116 00:07:49,583 --> 00:07:55,000 I must disagree. Non-mutants are hopelessly stupid creatures. 117 00:07:55,000 --> 00:07:58,250 They deserve our most egregious exploitation. 118 00:07:58,708 --> 00:08:01,000 Why am I reliving these memories? 119 00:08:02,750 --> 00:08:05,166 You are the Shadow King! 120 00:08:05,166 --> 00:08:07,875 [groaning] 121 00:08:10,875 --> 00:08:13,166 We met 20 years ago! 122 00:08:20,708 --> 00:08:24,333 We fought on the astral plane where the greatest telepaths go. 123 00:08:28,166 --> 00:08:32,875 I battled to save Storm and all the children of Cairo from this madman. 124 00:08:33,375 --> 00:08:35,375 I proved to be the stronger of the two. 125 00:08:36,250 --> 00:08:39,583 [screaming] And I've kept you there all this time, 126 00:08:39,583 --> 00:08:41,875 using my psychic powers. 127 00:08:41,875 --> 00:08:44,208 I was young. I had never met a mutant 128 00:08:44,208 --> 00:08:47,458 who possessed such merciless cruelty as the Shadow King. 129 00:08:48,125 --> 00:08:52,875 I knew the human race must be protected from such creatures. 130 00:08:56,291 --> 00:08:58,250 [evil laughter] 131 00:09:12,458 --> 00:09:17,208 So, I formed the X-Men. My X-Men. 132 00:09:22,875 --> 00:09:25,458 Individuals dedicated to the belief 133 00:09:25,458 --> 00:09:30,458 that mutants and humans can and must co-exist peacefully. 134 00:09:40,375 --> 00:09:42,458 [Shadow King] No, they are gone. 135 00:09:43,583 --> 00:09:46,291 And your dream has been destroyed. 136 00:09:46,291 --> 00:09:47,291 [laughs] 137 00:09:48,291 --> 00:09:50,708 There are no more X-Men. 138 00:09:51,708 --> 00:09:54,583 It can't be true! I just saw them! 139 00:09:55,125 --> 00:09:57,583 [Shadow King] In your world, you saw them destroyed. 140 00:09:58,250 --> 00:10:02,000 If you would like to see your lost loved ones again, come to me. 141 00:10:02,875 --> 00:10:07,250 Let go. Lose yourself in me. 142 00:10:07,750 --> 00:10:11,000 Be at peace. 143 00:10:18,291 --> 00:10:23,250 This defies all my medical experience. He is slipping once more. 144 00:10:25,333 --> 00:10:26,750 Don't leave us! 145 00:10:26,750 --> 00:10:29,416 [Jean] Professor, where are you? 146 00:10:29,416 --> 00:10:33,458 Jean, I am here, on the astral plane. 147 00:10:33,458 --> 00:10:34,833 Can't you sense me? 148 00:10:35,625 --> 00:10:38,708 The Shadow King has been manipulating my mind, 149 00:10:38,708 --> 00:10:40,875 luring me away from you! 150 00:10:40,875 --> 00:10:44,250 [Shadow King] Yes! You are right, Charles. 151 00:10:44,250 --> 00:10:47,583 You are on the edge of mortal surrender. 152 00:10:47,583 --> 00:10:50,583 And it is too late to resist me now. 153 00:10:51,125 --> 00:10:54,333 Your mental powers are depleted. 154 00:10:54,333 --> 00:10:59,250 [Shadow King] Never! I shall leave this prison as you enter it. 155 00:10:59,708 --> 00:11:02,250 Your mind held me locked here, 156 00:11:02,250 --> 00:11:04,458 but that innocent blow to your head 157 00:11:04,458 --> 00:11:08,708 weakened your hold on me, permitting me to escape. 158 00:11:08,708 --> 00:11:11,708 I will not allow it. 159 00:11:11,708 --> 00:11:14,166 Jean! Help me! 160 00:11:14,583 --> 00:11:17,833 Hank! He spoke to me! He asked for help! 161 00:11:17,833 --> 00:11:19,208 What sort of help? 162 00:11:19,208 --> 00:11:21,500 I can't tell. But he seems to be 163 00:11:21,500 --> 00:11:23,416 in a desperate struggle with someone. 164 00:11:23,958 --> 00:11:26,833 How can we fight what we can't see? 165 00:11:26,833 --> 00:11:29,125 -Jean! -Professor! 166 00:11:29,125 --> 00:11:30,125 [Beast] Raise him gently. 167 00:11:32,083 --> 00:11:35,333 We were so worried! We thought we'd lost you. 168 00:11:36,250 --> 00:11:39,458 Yes, but now I'm back. 169 00:11:39,875 --> 00:11:41,875 [thunder rumbling] 170 00:11:43,583 --> 00:11:46,458 [thunder rumbling] 171 00:12:01,750 --> 00:12:02,875 Who's there? 172 00:12:02,875 --> 00:12:05,583 [screams] [grunts] 173 00:12:05,583 --> 00:12:08,625 This better not be somebody's idea of a joke! 174 00:12:09,458 --> 00:12:12,291 You're the joke, hairball! 175 00:12:13,750 --> 00:12:14,750 Who's there? 176 00:12:15,333 --> 00:12:17,500 I know I heard something! 177 00:12:18,208 --> 00:12:19,291 [screams] 178 00:12:19,291 --> 00:12:21,875 Someone please stop this! 179 00:12:22,708 --> 00:12:23,750 Professor! 180 00:12:25,333 --> 00:12:28,166 Who is responsible for this? No. 181 00:12:32,458 --> 00:12:33,458 [gasps] 182 00:12:36,458 --> 00:12:39,166 [exclaims] Not him! It cannot be! 183 00:12:40,458 --> 00:12:41,750 There's a security breach! 184 00:12:42,458 --> 00:12:45,250 -Everybody report in! -What's happening? 185 00:12:45,250 --> 00:12:48,708 [both grunting] 186 00:12:52,458 --> 00:12:53,583 [Cyclops] Wolverine! 187 00:12:53,583 --> 00:12:54,958 Let me go! 188 00:12:54,958 --> 00:12:57,375 [Cyclops] Jubilee! Storm! 189 00:12:59,291 --> 00:13:02,583 You will not get to me! 190 00:13:03,166 --> 00:13:05,583 The alarms have come from the sleeping area, 191 00:13:06,000 --> 00:13:10,250 but strangely, there is no physical evidence of intrusion or danger there. 192 00:13:11,583 --> 00:13:12,625 That's odd. 193 00:13:13,500 --> 00:13:18,000 There's a foreign life form reading in this room! 194 00:13:18,000 --> 00:13:19,166 [Shadow King laughing] 195 00:13:19,166 --> 00:13:20,833 Foreign life form? 196 00:13:22,250 --> 00:13:28,208 Think of me instead as the new proprietor of this imperfect vessel! 197 00:13:28,208 --> 00:13:29,750 [grunting] 198 00:13:31,000 --> 00:13:32,000 Huh? 199 00:13:32,625 --> 00:13:36,333 Just wait until I get my hands free! 200 00:13:37,000 --> 00:13:38,000 [grunting] 201 00:13:39,583 --> 00:13:41,583 What's going on? 202 00:13:42,333 --> 00:13:44,625 Professor? Anybody? 203 00:13:45,125 --> 00:13:47,750 [grunts] [building crashing noise] 204 00:13:52,583 --> 00:13:54,250 What have you done with Xavier? 205 00:13:54,708 --> 00:13:57,375 Only what he once did to me. 206 00:13:58,208 --> 00:14:00,083 For more than 20 years, 207 00:14:00,083 --> 00:14:04,000 I was exiled in a cold, formless prison. 208 00:14:04,708 --> 00:14:09,208 Today, I repaid the favor to the man who put me there. 209 00:14:09,875 --> 00:14:13,083 You're not going to believe the weird dream I just had. 210 00:14:13,083 --> 00:14:14,875 Man, the weird dream I just had. 211 00:14:14,875 --> 00:14:16,833 [Storm] They were not dreams. 212 00:14:16,833 --> 00:14:19,708 The Shadow King has been attacking our minds. 213 00:14:19,708 --> 00:14:22,458 Storm! Little Ororo. 214 00:14:22,958 --> 00:14:24,416 How I've missed you. 215 00:14:24,416 --> 00:14:25,625 [loud bang] [Jubilee screams] 216 00:14:28,583 --> 00:14:29,583 [Jean screams] 217 00:14:30,291 --> 00:14:33,250 It's only one of his illusions! Don't be afraid! 218 00:14:33,625 --> 00:14:38,625 It will do you no good to contact him, Jean Grey. He is mine now! 219 00:14:39,125 --> 00:14:43,208 [Jean] Come on, Professor, come on! Professor! I know what to do! 220 00:14:47,708 --> 00:14:48,708 [Jubilee screams] 221 00:14:57,208 --> 00:15:01,458 Jean, if we fail, we shall both be stranded here! 222 00:15:01,458 --> 00:15:05,416 We will not fail, Professor. You have taught me too well. 223 00:15:05,833 --> 00:15:07,250 I pray you are right. 224 00:15:07,875 --> 00:15:10,458 My only hope is that our two minds 225 00:15:10,458 --> 00:15:12,708 are powerful enough to set me free. 226 00:15:13,166 --> 00:15:16,166 I say we do a Shadow King-ectomy! 227 00:15:17,708 --> 00:15:20,708 Are you crazy? Just put them away! 228 00:15:20,708 --> 00:15:23,625 Although any assault would weaken the Shadow King, 229 00:15:23,625 --> 00:15:27,208 it would also permanently damage Professor Xavier's body. 230 00:15:27,208 --> 00:15:29,708 The ultimate protection, gentlemen. 231 00:15:30,333 --> 00:15:34,000 A beloved hostage that never leaves my side. 232 00:15:42,166 --> 00:15:47,416 No! I know what you are doing, Xavier! 233 00:15:47,416 --> 00:15:49,458 I will not let it happen! 234 00:15:52,416 --> 00:15:54,250 [Beast] It is up to Jean and the Professor now. 235 00:15:55,083 --> 00:15:59,750 As the struggle begins on the astral plane, we can only wait and hope. 236 00:16:02,208 --> 00:16:04,875 [Shadow King] You are a fool to confront me, Jean! 237 00:16:04,875 --> 00:16:06,500 Even with Xavier's help! 238 00:16:07,000 --> 00:16:09,458 Your little student cannot protect you. 239 00:16:09,458 --> 00:16:12,875 Perhaps she may console you in your lifelong imprisonment! 240 00:16:13,708 --> 00:16:14,708 [both scream] 241 00:16:16,583 --> 00:16:22,583 Now I shall make both of you feel the cold helplessness of astral plane exile! 242 00:16:22,583 --> 00:16:26,250 The endless void! No touch, no taste! 243 00:16:26,250 --> 00:16:28,750 Not living, but never at rest! 244 00:16:32,875 --> 00:16:34,583 Jean! Stay with me! 245 00:16:36,208 --> 00:16:38,166 I understand, Professor. 246 00:16:38,166 --> 00:16:39,875 When we are done here, 247 00:16:40,291 --> 00:16:43,875 I shall emerge in your world, Charles, 248 00:16:43,875 --> 00:16:46,708 using your body to spread chaos 249 00:16:47,291 --> 00:16:50,416 throughout a planet you long to heal! 250 00:16:50,416 --> 00:16:54,000 You shall be forever frozen in emptiness! 251 00:16:57,000 --> 00:16:58,000 [Xavier] Fight him, Jean! 252 00:17:02,708 --> 00:17:04,000 No! 253 00:17:04,000 --> 00:17:06,500 [Xavier] Fight him! Use your mind! 254 00:17:06,500 --> 00:17:08,208 Not this time! 255 00:17:48,500 --> 00:17:49,500 [screams] 256 00:17:51,875 --> 00:17:54,125 [Xavier] Focus all your powers! 257 00:17:54,125 --> 00:17:57,708 [Shadow King] No! You cannot deny me! 258 00:17:58,208 --> 00:18:01,375 [straining] He's too strong! 259 00:18:01,833 --> 00:18:06,125 Stay with me, Jean! Together we can do it! 260 00:18:09,250 --> 00:18:10,250 [screams] 261 00:18:10,875 --> 00:18:13,000 [Xavier & Jean screaming] 262 00:18:14,208 --> 00:18:19,000 If I must go back, Xavier, I will not go alone! 263 00:18:28,958 --> 00:18:31,958 [screaming] 264 00:18:37,875 --> 00:18:40,083 Thank you. It's done. 265 00:18:41,291 --> 00:18:42,875 Now let's go home. 266 00:18:48,000 --> 00:18:50,083 [Jubilee] I hope that's good news. 267 00:18:50,083 --> 00:18:52,291 I can hardly believe it! 268 00:18:53,166 --> 00:18:55,291 I think we are home! 269 00:18:55,291 --> 00:18:56,875 Excellent news! 270 00:18:59,833 --> 00:19:02,416 -Scott? -That's right, sweetheart. 271 00:19:02,416 --> 00:19:04,250 I've got you. Everybody's safe. 272 00:19:04,708 --> 00:19:08,416 I'd sure like to know what the heck just happened. 273 00:19:08,875 --> 00:19:12,458 Wolverine, the Shadow King just reminded us 274 00:19:12,458 --> 00:19:15,083 that it is only through eternal vigilance 275 00:19:15,083 --> 00:19:18,458 that destructive powers such as his are kept at bay. 276 00:19:19,000 --> 00:19:21,625 A moment's weakness, and he will return. 277 00:19:22,083 --> 00:19:25,500 Yet, he also gave me a priceless gift. 278 00:19:25,500 --> 00:19:27,375 -Gift? -Yes. 279 00:19:28,083 --> 00:19:33,375 He forced me to think through why I formed the X-Men 280 00:19:33,375 --> 00:19:37,083 and why we fight for our ideals and for each other. 281 00:19:37,583 --> 00:19:40,000 In short, why I live. 282 00:19:40,583 --> 00:19:43,958 For that, I will always be grateful. 283 00:19:52,333 --> 00:19:56,000 Well, make your move, tough guy. 284 00:19:56,000 --> 00:19:59,750 Another time, short stuff, when I'm in the mood! 285 00:20:00,208 --> 00:20:02,500 [Rogue] I see it, and I don't believe it. 286 00:20:03,166 --> 00:20:05,250 -Do we follow? -No, Scott. 287 00:20:05,250 --> 00:20:07,583 He chose not to continue his attack. 288 00:20:08,583 --> 00:20:11,416 I believe that is his way of saying thank you.