1
00:00:02,125 --> 00:00:04,708
[theme music playing]

2
00:01:11,375 --> 00:01:14,375
LILANDRA: Help me,
Charles Xavier.
Help me.

3
00:01:14,375 --> 00:01:15,583
(GRUNTING)

4
00:01:16,708 --> 00:01:17,708
XAVIER: Who are you?

5
00:01:21,416 --> 00:01:22,875
Where have you come from?

6
00:01:31,625 --> 00:01:34,708
How do I know you?
How do I possibly know you?

7
00:01:49,875 --> 00:01:53,250
By what miracle
do I feel your fear,
your pain?

8
00:02:02,416 --> 00:02:04,583
Who is trying to hurt you?

9
00:02:04,583 --> 00:02:07,333
Why would they?
Why can't you get away?

10
00:02:14,708 --> 00:02:15,750
(GRUNTING)

11
00:02:50,583 --> 00:02:53,708
LILANDRA: Help me,
Charles Xavier.
Help me.

12
00:02:56,500 --> 00:02:59,583
For the sake of the future,
help me.

13
00:03:00,875 --> 00:03:02,875
(GASPS)

14
00:03:02,875 --> 00:03:04,583
They're coming!

15
00:03:09,875 --> 00:03:13,250
XAVIER ON PA:
All X-Men report to
the War Room, immediately.

16
00:03:13,250 --> 00:03:15,708
Repeat,
all X-Men to
the War Room.

17
00:03:16,875 --> 00:03:19,291
(COUGHS)

18
00:03:19,291 --> 00:03:23,625
WOLVERINE: So what's the
big deal that couldn't
wait till morning?

19
00:03:23,625 --> 00:03:25,625
I...

20
00:03:25,625 --> 00:03:28,333
I'm sorry, Wolverine,
but I wouldn't have
disturbed you

21
00:03:28,333 --> 00:03:30,583
if I didn't feel
it was important.

22
00:03:30,583 --> 00:03:32,125
(SNIFFING)

23
00:03:32,125 --> 00:03:33,500
Zit cream?

24
00:03:33,500 --> 00:03:36,208
Oh, no!
I forgot.

25
00:03:36,208 --> 00:03:38,125
XAVIER: Rogue is
still out on
a mission.

26
00:03:38,125 --> 00:03:40,208
Does anyone know
where Gambit is?

27
00:03:40,208 --> 00:03:42,750
Look like I come
home just in time.

28
00:03:42,750 --> 00:03:45,166
Late date, hey, Gumbo?

29
00:03:45,166 --> 00:03:46,375
Not for me.

30
00:03:47,958 --> 00:03:53,208
The space shuttle Starcore is
scheduled for launch tomorrow.

31
00:03:53,208 --> 00:03:56,958
Yes, I just recently
spoke with Dr. Corbeau.

32
00:03:56,958 --> 00:04:00,166
He intends
to study a unique
solar vortex phenomenon.

33
00:04:00,166 --> 00:04:01,750
JUBILEE:
Professor Xavier...

34
00:04:01,750 --> 00:04:03,458
CYCLOPS: Professor...

35
00:04:03,458 --> 00:04:06,458
You must find a way
to get aboard that
shuttle.

36
00:04:06,458 --> 00:04:09,166
And go to the Eagle One
space station.

37
00:04:09,166 --> 00:04:11,833
Or Dr. Corbeau and
his crew are doomed!

38
00:04:11,833 --> 00:04:15,875
Breaking into government
installation's not
usually our style.

39
00:04:15,875 --> 00:04:18,250
What
are we supposed
to do on Eagle One?

40
00:04:18,250 --> 00:04:19,458
I...

41
00:04:19,458 --> 00:04:21,875
I wish I could tell you.

42
00:04:21,875 --> 00:04:26,083
I don't much like getting
blown off the planet
without knowing why.

43
00:04:26,083 --> 00:04:30,708
All I can tell you is that
an event of immense
importance

44
00:04:30,708 --> 00:04:34,708
is about to occur in space.
You must be ready.

45
00:04:34,708 --> 00:04:37,291
You heard the Professor.
We've got a shuttle to catch.

46
00:04:37,291 --> 00:04:39,000
Oh, well.

47
00:04:39,000 --> 00:04:41,625
Makes about as much sense
as some of the stuff we do.

48
00:04:41,625 --> 00:04:44,291
XAVIER:
Storm, you'll help the
others board the shuttle,

49
00:04:44,291 --> 00:04:46,958
but I want you
to remain on
Earth.

50
00:04:55,708 --> 00:04:57,500
I thought
you might come.

51
00:04:57,500 --> 00:04:59,083
Sorry to bother you,
Professor,

52
00:04:59,083 --> 00:05:01,125
but I wanted to
talk to you in
private.

53
00:05:01,125 --> 00:05:03,000
Why can't you tell us
what this mission is
really about?

54
00:05:03,000 --> 00:05:06,875
Don't you trust us?
Don't you trust me
to lead the team?

55
00:05:06,875 --> 00:05:09,500
Of course I trust you,
Scott.

56
00:05:09,500 --> 00:05:11,583
I wish I could tell you more,

57
00:05:11,583 --> 00:05:14,958
but the visions I have
seen these past days

58
00:05:14,958 --> 00:05:18,416
make me feel as if
I'm losing control.

59
00:05:18,416 --> 00:05:22,000
Even I don't know
what they mean.

60
00:05:36,583 --> 00:05:38,291
COMPUTER:
Stealth mode initiated.

61
00:05:46,416 --> 00:05:47,958
(RADAR BEEPING)

62
00:06:05,875 --> 00:06:08,250
We'll need some kind of cover
if we're going to get to
those buildings

63
00:06:08,250 --> 00:06:09,875
without anyone seeing us.

64
00:06:09,875 --> 00:06:11,250
Storm.

65
00:06:11,250 --> 00:06:13,166
Fog,

66
00:06:13,166 --> 00:06:17,291
rise and enshroud us in
the cloak of your gray mists!

67
00:06:21,000 --> 00:06:22,250
(RUMBLING)

68
00:06:28,708 --> 00:06:31,375
All right, Beast,
get us over that
fence.

69
00:06:31,375 --> 00:06:33,958
-With pleasure.
-WOLVERINE: Hey!

70
00:06:33,958 --> 00:06:35,750
(SCREAMING)

71
00:06:41,583 --> 00:06:43,833
You lie around
on the job, huh?

72
00:06:43,833 --> 00:06:47,750
(CHUCKLES)
Any landing you can
walk away from, old boy.

73
00:06:47,750 --> 00:06:50,958
Do that again
and we'll see
where you land!

74
00:06:50,958 --> 00:06:52,583
Come on,
quit fooling around.

75
00:06:52,583 --> 00:06:53,958
Sorry, Dad.

76
00:07:01,625 --> 00:07:03,375
This one's mine.

77
00:07:07,291 --> 00:07:08,875
(ALARM BLARING)

78
00:07:13,250 --> 00:07:15,250
(SNIFFING)

79
00:07:23,250 --> 00:07:25,500
(ALARM CONTINUES BLARING)

80
00:07:25,500 --> 00:07:27,708
Jubilee, it's time
to get yourself
caught.

81
00:07:27,708 --> 00:07:30,125
I know.

82
00:07:30,125 --> 00:07:33,250
Look, you know they
have to catch somebody,
or they'll scrub the launch.

83
00:07:33,250 --> 00:07:37,208
It's just not fair.
I always wanted to
be an astronaut!

84
00:07:37,208 --> 00:07:40,875
Storm and the Professor
will get you out as soon
as the shuttle's launched.

85
00:07:40,875 --> 00:07:42,166
Good luck!

86
00:07:44,125 --> 00:07:46,875
I never get
to have any fun.

87
00:07:46,875 --> 00:07:48,208
SECURITY GUARD: Hey! Kid!

88
00:07:48,208 --> 00:07:49,958
What do you think
you're doing here?

89
00:07:49,958 --> 00:07:52,208
Wow, is this like
totally embarrassing?

90
00:07:52,208 --> 00:07:54,708
I mean,
I just thought
I'd have a look.

91
00:07:54,708 --> 00:07:56,875
I didn't think
it was any big deal.

92
00:07:56,875 --> 00:07:58,708
You're coming with us.
Now!

93
00:07:58,708 --> 00:08:01,958
Sure. Whatever
you say, Officer.

94
00:08:09,750 --> 00:08:11,375
Hey, what...

95
00:08:17,583 --> 00:08:20,583
Sorry, gentlemen, but
if the Professor's right,

96
00:08:20,583 --> 00:08:22,333
I may have just
saved your lives.

97
00:08:23,500 --> 00:08:25,291
WOLVERINE: Plenty
of food and water.

98
00:08:25,291 --> 00:08:27,250
With any luck,
nobody will find them

99
00:08:27,250 --> 00:08:31,708
until we get back
from the mission,
whatever it is.

100
00:08:31,708 --> 00:08:33,875
CYCLOPS: They'll be safe
in the isolation chamber.

101
00:08:33,875 --> 00:08:36,125
Okay, finish suiting up,
everyone.

102
00:08:38,333 --> 00:08:39,875
What?

103
00:08:44,875 --> 00:08:46,708
What is it,
Dr. Corbeau?

104
00:08:46,708 --> 00:08:48,625
Is something wrong?

105
00:08:48,625 --> 00:08:51,000
For a moment,
I thought you were...

106
00:08:52,083 --> 00:08:53,416
Never mind.

107
00:08:53,416 --> 00:08:54,833
It's time to
board the shuttle.

108
00:08:54,833 --> 00:08:56,708
We're ready, Doctor.

109
00:09:18,291 --> 00:09:22,500
I just wish I knew
what they were facing.

110
00:09:22,500 --> 00:09:25,708
Trust them, Professor,
as they have trusted you.

111
00:09:34,875 --> 00:09:36,500
They have Jubilee.

112
00:09:42,875 --> 00:09:46,166
I just wanted to see
the shuttle up close.

113
00:09:46,166 --> 00:09:50,166
Right!
Maybe you'd talk better
in a federal prison cell!

114
00:09:52,458 --> 00:09:54,333
-SECURITY GUARD: Look out!
-JUBILEE: Hey!

115
00:09:57,250 --> 00:09:58,625
(BOTH GRUNT)

116
00:10:01,875 --> 00:10:04,208
Hey, look! She's gone!

117
00:10:13,125 --> 00:10:15,125
What a kick!
Can we do it again?

118
00:10:20,166 --> 00:10:22,583
CORBEAU: Starcore
to Eagle One station.

119
00:10:22,583 --> 00:10:25,583
All systems normal
for rendezvous and
docking.

120
00:10:25,583 --> 00:10:27,625
ERIC THE RED: We'll be
ready for you,Starcore.

121
00:10:27,625 --> 00:10:29,083
Eagle One out.

122
00:10:32,833 --> 00:10:34,583
Make sure all
personnel are secure.

123
00:10:34,583 --> 00:10:35,833
Yes, Dr. Corbeau.

124
00:10:45,750 --> 00:10:47,291
Fascinating.

125
00:10:47,291 --> 00:10:50,083
Manned close
orbital solar probe.

126
00:10:50,083 --> 00:10:52,208
Complete radiation shielding.

127
00:10:52,208 --> 00:10:54,375
A magnificent
piece of technology.

128
00:10:54,375 --> 00:10:57,708
All these gizmos
get on my nerves.

129
00:10:57,708 --> 00:11:01,000
Does anyone have a clue
why we're on this tub?

130
00:11:01,000 --> 00:11:04,208
"Ours is not to reason why.
Ours is but to do and..."

131
00:11:04,208 --> 00:11:06,166
(KNOCK ON DOOR)

132
00:11:06,166 --> 00:11:07,333
Get ready.

133
00:11:10,750 --> 00:11:11,833
Fascinating.

134
00:11:18,416 --> 00:11:20,500
CORBEAU: Docking
sequence initiated.

135
00:11:27,166 --> 00:11:30,250
I hear the station personnel
planned a great welcome
for us.

136
00:11:30,250 --> 00:11:32,750
(CHUCKLES) They don't
get many guests up here.

137
00:11:34,291 --> 00:11:35,291
(GROANS)

138
00:11:36,458 --> 00:11:39,000
-What is it, Jean?
-I don't know.

139
00:11:39,000 --> 00:11:42,333
A presence, one
I've never felt
before.

140
00:11:42,333 --> 00:11:45,875
A trap!
No, Dr. Corbeau!

141
00:11:45,875 --> 00:11:47,625
Quickly!
Back to the shuttle!

142
00:11:47,625 --> 00:11:50,875
What? Hank McCoy?

143
00:11:50,875 --> 00:11:53,583
What are you...

144
00:11:53,583 --> 00:11:55,708
Who are these people?

145
00:11:55,708 --> 00:11:57,375
(COUGHING)

146
00:12:01,458 --> 00:12:03,291
I'll blast the hatch!

147
00:12:04,291 --> 00:12:05,583
(COUGHING)

148
00:12:08,500 --> 00:12:10,000
Scott!

149
00:12:11,166 --> 00:12:13,291
(ALL CHOKING)

150
00:12:17,166 --> 00:12:18,583
(BOTH GRUNT)

151
00:12:22,083 --> 00:12:23,583
(COUGHING)

152
00:12:32,416 --> 00:12:38,250
Shi'ar emissary
Eric the Red welcomes
you to Eagle One station.

153
00:12:38,250 --> 00:12:42,083
It is unfortunate that
you shall not be staying.

154
00:12:47,625 --> 00:12:51,291
The shuttle crew has been
neutralized, Your Excellency.

155
00:12:51,291 --> 00:12:53,625
They... Stowaways?

156
00:12:53,625 --> 00:12:55,625
What do you mean?

157
00:12:55,625 --> 00:12:57,500
They must know of my
plans for the crystal!

158
00:12:57,500 --> 00:12:58,833
How could they?

159
00:12:58,833 --> 00:13:00,333
Lilandra!

160
00:13:00,333 --> 00:13:02,333
Why did you
not prevent this?

161
00:13:02,333 --> 00:13:03,750
I shall!

162
00:13:03,750 --> 00:13:06,291
You will not
fail me again.

163
00:13:06,291 --> 00:13:08,333
Bring Dr. Corbeau
to the control room.

164
00:13:19,000 --> 00:13:21,291
The others serve no purpose.

165
00:13:21,291 --> 00:13:23,416
Prepare to open the airlock.

166
00:13:24,958 --> 00:13:28,250
Let the galaxy know the
price for aiding Lilandra.

167
00:13:32,000 --> 00:13:34,500
COMPUTER:
Initiating airlock
safety systems override.

168
00:13:34,500 --> 00:13:37,000
I must stop them.

169
00:13:37,000 --> 00:13:38,166
COMPUTER: Nine...

170
00:13:38,166 --> 00:13:39,500
(JEAN GRUNTS)

171
00:13:39,500 --> 00:13:41,750
Some kind of device.

172
00:13:42,875 --> 00:13:44,333
COMPUTER: Five...

173
00:13:44,333 --> 00:13:45,625
Too strong.

174
00:13:45,625 --> 00:13:49,166
COMPUTER:
...three, two, one.

175
00:13:50,208 --> 00:13:53,583
Safety override
sequence complete.

176
00:13:53,583 --> 00:13:55,333
Emergency hatch activated.

177
00:13:59,875 --> 00:14:01,958
Scott!

178
00:14:01,958 --> 00:14:04,375
Got to close that hatch!

179
00:14:05,958 --> 00:14:08,208
COMPUTER: Safety
systems reactivated.

180
00:14:18,000 --> 00:14:20,250
Scott. Wake up, Scott!

181
00:14:26,583 --> 00:14:28,250
(GRUNTS)

182
00:14:30,458 --> 00:14:31,583
(GRUNTS)

183
00:14:35,291 --> 00:14:36,625
Jean!

184
00:14:39,208 --> 00:14:42,083
Jean! What happened?

185
00:14:42,083 --> 00:14:44,833
I started to put up
a psychokinetic
shield around me

186
00:14:44,833 --> 00:14:48,833
just before
I lost consciousness.
It must have done some good.

187
00:14:48,833 --> 00:14:52,458
All I remember is someone
standing over us, gloating.

188
00:14:53,708 --> 00:14:55,500
I'm sure he's
got Dr. Corbeau.

189
00:14:55,500 --> 00:14:57,208
What about the space station
crew?

190
00:14:57,208 --> 00:14:59,000
Mind control.

191
00:14:59,000 --> 00:15:01,500
So strong I
can't override it.

192
00:15:01,500 --> 00:15:05,000
Some sort of device
has been implanted
in their brains.

193
00:15:05,000 --> 00:15:07,375
Someone called
for a surgeon?

194
00:15:07,375 --> 00:15:09,250
First we rescue
Dr. Corbeau,

195
00:15:09,250 --> 00:15:12,000
without destroying
the space station
crew.

196
00:15:14,583 --> 00:15:18,500
ERIC THE RED: The vortex
you've come to study is
what your primitive science

197
00:15:18,500 --> 00:15:23,416
would designate
as a wormhole, a tear
in the fabric of space.

198
00:15:23,416 --> 00:15:27,500
We Shi'ar
are capable of opening
such galactic passageways

199
00:15:27,500 --> 00:15:29,708
when circumstances require it.

200
00:15:29,708 --> 00:15:33,583
My purpose
here is to intercept
an enemy of my emperor,

201
00:15:33,583 --> 00:15:38,125
the rebel Lilandra,
who will soon travel
through the wormhole.

202
00:15:38,125 --> 00:15:41,625
I have mounted
an energy weapon
capable of disabling

203
00:15:41,625 --> 00:15:43,625
her rebel star cruiser,

204
00:15:43,625 --> 00:15:48,291
especially when
fired from an unassuming
primitive space station.

205
00:15:48,291 --> 00:15:50,208
But who are you?

206
00:15:50,208 --> 00:15:53,875
I am an agent of the
Shi'ar emperor for
this sector.

207
00:15:53,875 --> 00:15:57,458
All the years
I have waited for
my emperor to need me!

208
00:15:57,458 --> 00:16:02,583
Watching your pathetic
backwater little world!
Walking among you!

209
00:16:02,583 --> 00:16:05,875
Perhaps now
I can be assigned to
a more important planet.

210
00:16:05,875 --> 00:16:09,583
One that
is not infested
with lower life forms.

211
00:16:09,583 --> 00:16:12,083
CYCLOPS:
Looks like the Professor
sent us to the right place!

212
00:16:12,083 --> 00:16:15,583
You?
You were to have
been space debris!

213
00:16:15,583 --> 00:16:16,875
Think again!

214
00:16:19,125 --> 00:16:22,458
You cannot comprehend
the power of the Shi'ar.

215
00:16:22,458 --> 00:16:23,750
Destroy them!

216
00:16:24,958 --> 00:16:26,291
(BOTH GRUNT)

217
00:16:27,500 --> 00:16:30,166
SHI'AR COMPUTER VOICE:
Warning.
Vortex event horizon.

218
00:16:30,166 --> 00:16:35,458
Intergalactic matter
transference proceeding.
Shi'ar class "Y" cruiser.

219
00:16:36,625 --> 00:16:37,708
(GRUNTS)

220
00:16:39,000 --> 00:16:42,125
You cannot stop me
from completing my
mission!

221
00:16:46,083 --> 00:16:48,458
CORBEAU:
He's going to destroy
the alien spaceship!

222
00:16:48,458 --> 00:16:50,250
Whoever you are,
please stop him!

223
00:17:08,000 --> 00:17:09,875
Retreat to my ship!

224
00:17:15,208 --> 00:17:17,875
The whole station's
beginning to break up!

225
00:17:17,875 --> 00:17:20,083
COMPUTER: Reactor
containment systems failing.

226
00:17:20,083 --> 00:17:22,958
Back to the shuttle!
It's our only chance!

227
00:17:28,083 --> 00:17:30,166
We can't leave
the crew behind!

228
00:17:30,166 --> 00:17:31,625
Come on, fella.

229
00:17:33,125 --> 00:17:35,375
Have I got
a story to tell you.

230
00:17:40,875 --> 00:17:43,375
Agent!
What is happening?

231
00:17:43,375 --> 00:17:45,500
Has Lilandra's
ship been stopped?

232
00:17:45,500 --> 00:17:48,083
Not as yet, Excellency.

233
00:17:48,083 --> 00:17:50,875
But her agents
will soon be
destroyed.

234
00:17:59,500 --> 00:18:01,125
Can this thing still fly?

235
00:18:01,125 --> 00:18:02,416
We're about to find out.

236
00:18:06,958 --> 00:18:10,083
COMPUTER: Warning.
Reactor overload
imminent.

237
00:18:10,083 --> 00:18:13,000
Warning. Reactor
overload imminent.

238
00:18:31,375 --> 00:18:32,375
We made it, Doctor!

239
00:18:34,000 --> 00:18:36,833
COMPUTER: Target locked
on Shi'ar cruiser.

240
00:18:44,583 --> 00:18:46,458
The Shi'ar star cruiser!

241
00:18:46,458 --> 00:18:48,708
We're going to
fly right through
the energy contrail!

242
00:18:48,708 --> 00:18:50,458
Controls have been damaged.

243
00:18:50,458 --> 00:18:53,166
Fuel is low and leaking.
We can't change course!

244
00:18:53,166 --> 00:18:54,458
Can the ship take it?

245
00:18:54,458 --> 00:18:56,125
I don't know.

246
00:18:56,125 --> 00:18:58,000
I'm getting powerful,
unknown readings,

247
00:18:58,000 --> 00:19:00,458
so intense
they're completely
off the scale!

248
00:19:00,458 --> 00:19:04,875
Look like there gonna be
a barbecue and we gonna
be the main course.

249
00:19:04,875 --> 00:19:09,291
Doctor, the solar probe!
Its shielding should be
able to protect us.

250
00:19:09,291 --> 00:19:12,333
Yes, of course.
But the autopilot is shot.

251
00:19:12,333 --> 00:19:15,125
I'll have to
stay behind and pilot
the shuttle for re-entry.

252
00:19:15,125 --> 00:19:18,125
If the
radiation level is
as high as you say,

253
00:19:18,125 --> 00:19:20,875
you would
never survive long
enough to land us.

254
00:19:20,875 --> 00:19:25,458
I can fly it. I can
telepathically absorb
Dr. Corbeau's flight training

255
00:19:25,458 --> 00:19:30,083
and generate a psychokinetic
shield to protect myself
from the radiation.

256
00:19:30,083 --> 00:19:32,250
I won't allow it!
It's too dangerous!

257
00:19:32,250 --> 00:19:35,208
You said it yourself,
the team's mission
comes first.

258
00:19:35,208 --> 00:19:37,125
There's no other way.

259
00:19:37,125 --> 00:19:39,625
If I can fly the Blackbird,
I can fly the space shuttle!

260
00:19:39,625 --> 00:19:42,875
Your chances of survival
are too small to compute.

261
00:19:42,875 --> 00:19:45,458
I lead the team.
This is my job.

262
00:19:45,458 --> 00:19:46,958
I'm sorry, Scott.

263
00:19:46,958 --> 00:19:48,875
(CYCLOPS GROANS)

264
00:19:48,875 --> 00:19:50,458
There's no other way.

265
00:19:59,458 --> 00:20:01,291
WOLVERINE: Jean, I...

266
00:20:01,291 --> 00:20:03,125
Don't try to stop me, Logan.

267
00:20:03,125 --> 00:20:06,166
I wouldn't.
I just wanted
to say good luck.

268
00:20:29,208 --> 00:20:31,208
(GROANS)

269
00:20:36,708 --> 00:20:40,000
(GROANS IN PAIN)

270
00:20:40,000 --> 00:20:41,958
(JEAN SCREAMING)

271
00:20:52,000 --> 00:20:54,000
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