1
00:00:01,750 --> 00:00:03,625
NARRATOR:
Previously onX-Men...

2
00:00:03,625 --> 00:00:06,000
LILANDRA: Help me,
Charles Xavier.
Help me.

3
00:00:09,291 --> 00:00:11,500
They're coming!

4
00:00:11,500 --> 00:00:15,125
XAVIER: The space shuttle
Starcore is scheduled for
launch tomorrow.

5
00:00:15,125 --> 00:00:18,625
You must find a way
to get aboard that
shuttle.

6
00:00:18,625 --> 00:00:21,250
And go to the Eagle One
space station.

7
00:00:21,250 --> 00:00:26,000
All I can tell
you is that an event
of immense importance

8
00:00:26,000 --> 00:00:29,375
is about
to occur in space.
You must be ready.

9
00:00:29,375 --> 00:00:32,291
CORBEAU: Docking
sequence initiated.

10
00:00:32,291 --> 00:00:34,291
-What is it, Jean?
-I don't know.

11
00:00:34,291 --> 00:00:36,708
A trap! Quickly!
Back to the shuttle!

12
00:00:36,708 --> 00:00:37,958
(GROANS)

13
00:00:39,583 --> 00:00:43,166
My purpose
here is to intercept
an enemy of my emperor,

14
00:00:43,166 --> 00:00:44,875
the rebel Lilandra.

15
00:00:50,500 --> 00:00:53,416
Agent!
Has Lilandra's
ship been stopped?

16
00:00:53,416 --> 00:00:55,333
Not as yet, Excellency.

17
00:00:55,333 --> 00:00:58,000
But her agents
will soon be
destroyed.

18
00:00:58,000 --> 00:01:00,166
Back to the shuttle!
It's our only chance!

19
00:01:02,083 --> 00:01:04,458
CORBEAU: We're going to
fly right through the
energy contrail!

20
00:01:04,458 --> 00:01:08,458
Look like there gonna be
a barbecue and we gonna
be the main course.

21
00:02:20,708 --> 00:02:22,250
(GROANING)

22
00:02:24,166 --> 00:02:26,833
I must hold on!

23
00:02:36,875 --> 00:02:38,000
(SCREAMS)

24
00:02:42,125 --> 00:02:45,458
Course correction!
I must...

25
00:02:48,291 --> 00:02:50,875
Scott! Logan!

26
00:02:50,875 --> 00:02:53,583
Someone, help me.

27
00:03:12,708 --> 00:03:14,000
(GRUNTS)

28
00:03:29,875 --> 00:03:32,125
(EXCLAIMING)

29
00:03:40,458 --> 00:03:41,833
(ALL SCREAMING)

30
00:03:41,833 --> 00:03:43,000
(GROANING)

31
00:03:48,416 --> 00:03:52,000
The capsule
appears to have lost
its watertight integrity.

32
00:03:53,458 --> 00:03:55,500
(GRUNTING)

33
00:03:55,500 --> 00:03:57,000
The hatch is jammed!

34
00:03:57,000 --> 00:04:00,250
Not for long.
Hold your breath.

35
00:04:00,250 --> 00:04:01,500
(GRUNTS)

36
00:04:08,875 --> 00:04:09,958
(GASPING)

37
00:04:11,875 --> 00:04:13,166
(COUGHING)

38
00:04:13,166 --> 00:04:14,333
Jean!

39
00:04:16,000 --> 00:04:17,208
Jean!

40
00:04:19,333 --> 00:04:21,000
(COUGHING)

41
00:04:21,000 --> 00:04:22,458
Jean!

42
00:04:24,958 --> 00:04:26,083
(PANTING)

43
00:04:27,416 --> 00:04:29,166
I can't find her!

44
00:04:29,166 --> 00:04:31,583
(COUGHING)

45
00:04:31,583 --> 00:04:32,833
Jean!

46
00:04:35,291 --> 00:04:36,375
Jean!

47
00:04:43,333 --> 00:04:47,958
I am Phoenix!

48
00:04:47,958 --> 00:04:49,500
Fascinating.

49
00:04:52,583 --> 00:04:54,375
JEAN: Help me.

50
00:04:54,375 --> 00:04:55,625
CYCLOPS: Jean!

51
00:05:00,416 --> 00:05:01,625
(GASPS)

52
00:05:01,625 --> 00:05:03,833
(COUGHING)

53
00:05:03,833 --> 00:05:05,500
Jean! Jean!

54
00:05:08,708 --> 00:05:11,000
FEMALE NEWSCASTER:
And the investigation
continues

55
00:05:11,000 --> 00:05:13,291
on what went wrong
with the shuttle's
flight plan--

56
00:05:13,291 --> 00:05:15,208
CYCLOPS:
I thought
we'd lost you.

57
00:05:15,208 --> 00:05:17,750
Then you rose up
out of the water.

58
00:05:17,750 --> 00:05:21,166
You said something,
and then you lost
consciousness.

59
00:05:21,166 --> 00:05:23,750
I don't remember.

60
00:05:23,750 --> 00:05:26,958
How did I survive?
Did I survive?

61
00:05:26,958 --> 00:05:28,833
You're here,
aren't you?

62
00:05:28,833 --> 00:05:34,000
Yes,
but I feel strange,
like I'm someone else.

63
00:05:34,000 --> 00:05:39,333
Like I could reach out
and touch the moon
and crush it in my hand.

64
00:05:39,333 --> 00:05:41,958
Jean,
who is Phoenix?

65
00:05:41,958 --> 00:05:46,750
Phoenix?
Am I Phoenix?

66
00:05:46,750 --> 00:05:51,208
You claimed her identity once
before, Jean, when you rose
not from the ashes,

67
00:05:51,208 --> 00:05:52,708
but from
the depths of
New York Harbor.

68
00:05:52,708 --> 00:05:53,875
I flew?

69
00:05:53,875 --> 00:05:56,291
XAVIER: Yes, Jean.

70
00:05:56,291 --> 00:06:00,208
Some sort of transformation
has taken place that none
of us yet understands.

71
00:06:00,208 --> 00:06:02,333
Until we know
what has happened,

72
00:06:02,333 --> 00:06:05,458
it will be best that you
do not leave the hospital.

73
00:06:13,833 --> 00:06:16,291
I spoke privately
with Dr. Corbeau.

74
00:06:16,291 --> 00:06:19,250
He informed me that NASA
cannot explain the existence

75
00:06:19,250 --> 00:06:23,166
of the alien spacecraft
or the strange readings
we registered

76
00:06:23,166 --> 00:06:25,833
or,
for that matter,
how we survived.

77
00:06:25,833 --> 00:06:28,875
All is being denied to
prevent a public panic.

78
00:06:28,875 --> 00:06:31,083
He also said a number
of governments are
concerned

79
00:06:31,083 --> 00:06:33,750
over new activity
within the vortex.

80
00:06:33,750 --> 00:06:35,458
Another
alien ship
coming through?

81
00:06:35,458 --> 00:06:37,875
So it seems.

82
00:06:37,875 --> 00:06:40,375
It's time you told us
everything you know,
Professor.

83
00:06:40,375 --> 00:06:43,833
I've told you all I can.

84
00:06:43,833 --> 00:06:45,875
All that makes any sense.

85
00:06:45,875 --> 00:06:47,708
That's not good enough!

86
00:06:47,708 --> 00:06:50,000
Jean's lying in there
because you sent us
in blind

87
00:06:50,000 --> 00:06:51,958
against something that
almost destroyed us!

88
00:06:51,958 --> 00:06:53,708
Because you
failed to warn us!

89
00:06:53,708 --> 00:06:55,625
You had all
the information
then available.

90
00:06:55,625 --> 00:06:58,333
A good leader doesn't
have to be warned to
be on his guard!

91
00:06:58,333 --> 00:07:00,583
Are you saying it's my fault
what happened to Jean?

92
00:07:00,583 --> 00:07:02,708
If I might interject.

93
00:07:02,708 --> 00:07:06,375
Concern over Jean's condition
has rendered both of you
irrational.

94
00:07:06,375 --> 00:07:10,375
Neither preparation
nor leadership could have
prevented what occurred.

95
00:07:10,375 --> 00:07:12,583
And now,
if you will excuse me,

96
00:07:14,208 --> 00:07:17,083
I'm eager to examine
the mind-control
implants

97
00:07:17,083 --> 00:07:19,250
removed from the
space station
astronauts.

98
00:07:23,333 --> 00:07:24,875
Fascinating.

99
00:07:32,375 --> 00:07:33,625
(CLATTERING)

100
00:07:35,875 --> 00:07:37,875
(YELLING)

101
00:07:46,875 --> 00:07:49,458
I share your concern,
Wolverine.

102
00:07:49,458 --> 00:07:51,958
Jean seems to be
feeling much better.

103
00:07:51,958 --> 00:07:53,583
Why don't you go
see for yourself?

104
00:07:53,583 --> 00:07:55,875
Maybe I don't like hospitals.

105
00:07:55,875 --> 00:08:01,708
Last time I was
on an operating table,
it didn't turn out so well.

106
00:08:01,708 --> 00:08:04,208
Science can wait.

107
00:08:04,208 --> 00:08:08,208
Perhaps a sojourn
to a Manhattan nightspot
might help clear your mind.

108
00:08:08,208 --> 00:08:09,958
Maybe.

109
00:08:09,958 --> 00:08:11,875
(WHISTLES) Taxi!

110
00:08:11,875 --> 00:08:14,291
Driver, my friend and I...

111
00:08:14,291 --> 00:08:15,583
(SCREAMS)

112
00:08:19,625 --> 00:08:23,875
Why is it
always so difficult to
get a cab in New York?

113
00:08:23,875 --> 00:08:26,625
Thanks, Hank.
I think I'll just
spend some time alone.

114
00:08:32,125 --> 00:08:33,416
(ELEVATOR BELL DINGS)

115
00:08:45,416 --> 00:08:47,208
(GROANS)

116
00:08:47,208 --> 00:08:48,458
Not again!

117
00:08:48,458 --> 00:08:50,083
(SCREAMING)

118
00:08:51,375 --> 00:08:54,166
Who are you?

119
00:08:54,166 --> 00:08:55,500
What--

120
00:08:55,500 --> 00:08:58,291
What are you
trying to tell me?

121
00:09:05,458 --> 00:09:09,000
My mind.
Must keep control.

122
00:09:14,083 --> 00:09:15,583
(SCREAMING)

123
00:09:57,875 --> 00:09:59,166
Yuriko!

124
00:10:01,625 --> 00:10:04,625
Locked.
Good thing
I brought a key.

125
00:10:12,458 --> 00:10:14,125
What's going on here?

126
00:10:15,958 --> 00:10:17,458
(SCREAMS)

127
00:10:18,875 --> 00:10:20,000
(SNARLS)

128
00:10:20,000 --> 00:10:21,375
(YELLING)

129
00:10:24,333 --> 00:10:26,333
(GROANING)

130
00:10:31,875 --> 00:10:33,833
Professor? Walking?

131
00:10:35,583 --> 00:10:36,958
(EXCLAIMS)

132
00:10:40,250 --> 00:10:42,291
(GRUNTING)

133
00:10:44,708 --> 00:10:49,416
You're an animal.
Always causing trouble.

134
00:10:49,416 --> 00:10:54,250
You never follow orders.
It was a mistake to save you.

135
00:10:54,250 --> 00:10:59,625
I'm sick of your selfish,
undisciplined arrogance!

136
00:10:59,625 --> 00:11:03,291
I ain't too fond of you
right now either, Professor!

137
00:11:03,291 --> 00:11:04,458
(JUBILEE SCREAMS)

138
00:11:04,458 --> 00:11:07,875
-What?
-Wolverine!

139
00:11:07,875 --> 00:11:09,458
(JUBILEE GRUNTING)

140
00:11:11,000 --> 00:11:12,875
(GRUNTING)

141
00:11:34,416 --> 00:11:37,458
(SIGHS)
Next time I'll walk.

142
00:11:45,166 --> 00:11:47,458
Hey, chere,

143
00:11:47,458 --> 00:11:50,958
where can you and me go and
get some good Cajun food
in this town, huh?

144
00:11:50,958 --> 00:11:55,000
Hey! You said you'd take
me to this Broadway show!

145
00:11:55,000 --> 00:11:58,625
This show not gonna last
night, petite,
but I still be going.

146
00:11:58,625 --> 00:12:01,083
DARK XAVIER:
I have a ticket for you.

147
00:12:01,083 --> 00:12:02,250
(SNIFFS)

148
00:12:02,250 --> 00:12:03,416
(SNARLS)

149
00:12:03,416 --> 00:12:05,500
One way to oblivion.

150
00:12:05,500 --> 00:12:06,500
(SCREAMS)

151
00:12:08,500 --> 00:12:10,208
(HORN BLARING)

152
00:12:11,208 --> 00:12:13,958
Professor Xavier is walking!

153
00:12:13,958 --> 00:12:16,208
'Cause that
ain't Xavier.

154
00:12:16,208 --> 00:12:18,625
Wolverine!
What's happening?

155
00:12:18,625 --> 00:12:19,875
Silence!

156
00:12:21,250 --> 00:12:22,458
(EXCLAIMS)

157
00:12:23,875 --> 00:12:27,708
Don't worry, Monsieur Ghost.
Plenty more
where that came from!

158
00:12:27,708 --> 00:12:30,458
This is not a game.

159
00:12:30,458 --> 00:12:31,500
(SCREAMING)

160
00:12:34,833 --> 00:12:36,625
Where'd he go?

161
00:12:36,625 --> 00:12:40,458
I said
distract him, Jub,
not disintegrate him.

162
00:12:40,458 --> 00:12:46,083
Fools!
Your puny mutant powers
cannot harm me.

163
00:12:46,083 --> 00:12:49,416
I created the X-Men!

164
00:12:49,416 --> 00:12:51,625
And what I created,

165
00:12:51,625 --> 00:12:54,583
I can destroy!

166
00:13:02,000 --> 00:13:04,875
-JUBILEE: Storm!
-Yes, Jubilee?

167
00:13:04,875 --> 00:13:08,625
Come to
Times Square! Hurry!
The Professor's going nuts!

168
00:13:08,625 --> 00:13:10,750
With the speed of the wind.

169
00:13:11,750 --> 00:13:13,083
(XAVIER GRUNTING)

170
00:13:14,458 --> 00:13:16,291
No, Storm!

171
00:13:16,291 --> 00:13:19,291
I can't control it.

172
00:13:19,291 --> 00:13:21,333
Will hurt you, too.

173
00:13:24,208 --> 00:13:26,583
You cannot be trusted, Gambit!

174
00:13:26,583 --> 00:13:30,750
So you must be eliminated.

175
00:13:35,416 --> 00:13:36,708
(SCREAMING)

176
00:13:41,416 --> 00:13:42,875
Freeze, mutants!

177
00:13:42,875 --> 00:13:45,416
Arrest him, not us!

178
00:13:45,416 --> 00:13:46,708
Arrest who?

179
00:13:48,083 --> 00:13:50,708
Can't see him
'cause he ain't there.

180
00:13:50,708 --> 00:13:52,958
Then how come
he hurt us so bad?

181
00:13:52,958 --> 00:13:56,250
How should I know, Cajun?
But I know he ain't real.

182
00:13:56,250 --> 00:13:57,833
'Cause I can't smell him.

183
00:13:57,833 --> 00:13:59,208
Silence!

184
00:13:59,208 --> 00:14:01,000
He's gone!

185
00:14:01,000 --> 00:14:02,583
Way to go, Wolverine.

186
00:14:02,583 --> 00:14:04,000
POLICE OFFICER:
I said freeze!

187
00:14:04,000 --> 00:14:06,583
Shut up and get
your hands up now!

188
00:14:08,083 --> 00:14:11,083
How you gonna explain
we been fighting somebody
who ain't there?

189
00:14:11,083 --> 00:14:12,458
I won't.

190
00:14:12,458 --> 00:14:15,333
Wolverine! Allow me.

191
00:14:18,125 --> 00:14:21,000
Let mist cover your retreat!

192
00:14:21,000 --> 00:14:23,583
Come on, let's
get lost in the fog.

193
00:14:23,583 --> 00:14:24,833
I can't see a thing.

194
00:14:30,500 --> 00:14:33,166
She's at a small
private hospital
on the East Side.

195
00:14:33,166 --> 00:14:35,708
A colleague
of Beast's is
looking after her.

196
00:14:35,708 --> 00:14:39,083
And, Rogue, get back
as soon as you can.
We may need you.

197
00:14:39,083 --> 00:14:40,333
DARK XAVIER: Ingrate!

198
00:14:40,333 --> 00:14:42,000
Incompetent fool!

199
00:14:42,000 --> 00:14:43,458
Professor, you're...

200
00:14:44,833 --> 00:14:46,333
(SCREAMING)

201
00:14:48,458 --> 00:14:51,000
I am here to destroy you.

202
00:14:52,625 --> 00:14:55,458
-Scott!
-Why are you doing this?

203
00:14:55,458 --> 00:14:57,458
I don't want to hurt you.

204
00:14:58,583 --> 00:15:01,458
But I want to hurt you!

205
00:15:02,583 --> 00:15:03,875
JEAN: No, Scott!

206
00:15:05,500 --> 00:15:07,708
(GRUNTING)

207
00:15:07,708 --> 00:15:10,166
I can't fight it!

208
00:15:10,166 --> 00:15:13,583
He's making you imagine
that a force beam's
affecting you.

209
00:15:13,583 --> 00:15:15,250
It's all in your mind!

210
00:15:24,000 --> 00:15:27,458
He was just
a psychic projection
from the Professor's mind.

211
00:15:27,458 --> 00:15:29,625
-But why?
-Something's wrong.

212
00:15:29,625 --> 00:15:31,958
His mind seems to
be out of control.

213
00:15:31,958 --> 00:15:34,625
See if
you can reach him, Jean,
while I contact the X-Men.

214
00:15:34,625 --> 00:15:37,500
Professor Xavier.
Professor...

215
00:15:40,208 --> 00:15:41,375
JEAN: He's on the roof.

216
00:15:42,875 --> 00:15:44,708
Professor?

217
00:15:44,708 --> 00:15:46,000
It was here.

218
00:15:46,000 --> 00:15:47,708
What was here,
Professor?

219
00:15:47,708 --> 00:15:49,416
I don't know.

220
00:15:49,416 --> 00:15:53,458
I felt a psychic probe
of enormous power.

221
00:15:53,458 --> 00:15:55,833
The same one that
has been haunting me,

222
00:15:55,833 --> 00:15:59,250
that warned me of the trouble
aboard the space station.

223
00:15:59,250 --> 00:16:01,583
Only this time
it dug deeper.

224
00:16:01,583 --> 00:16:04,958
The probe overwhelmed
all of the safeguards

225
00:16:04,958 --> 00:16:08,208
I have built to control
the surging powers of
my mind,

226
00:16:08,208 --> 00:16:10,333
including the dark side,

227
00:16:10,333 --> 00:16:13,500
the destructive urges
that live within us all.

228
00:16:13,500 --> 00:16:16,583
With the shroud that
conceals it ripped away,

229
00:16:16,583 --> 00:16:21,583
that dark side
of my nature lashed out,
without reason or compassion,

230
00:16:21,583 --> 00:16:27,708
trying to
destroy what I care
about the most, the X-Men.

231
00:16:27,708 --> 00:16:29,583
Xavier is the key.

232
00:16:29,583 --> 00:16:31,375
We shall be ready.

233
00:16:37,708 --> 00:16:43,750
Until I regain
+control of my subconscious,
my orders cannot be trusted.

234
00:16:43,750 --> 00:16:47,708
Cyclops will
be in command of
the X-Men until I return.

235
00:16:47,708 --> 00:16:49,458
Return from where?

236
00:17:04,833 --> 00:17:06,875
So good to see you,
Charles.

237
00:17:06,875 --> 00:17:11,416
I'd like you to meet
Sean Cassidy, my fiance.

238
00:17:11,416 --> 00:17:15,250
Moira's told me
a great deal about you,
Mr. Xavier.

239
00:17:15,250 --> 00:17:18,000
How fortunate.

240
00:17:18,000 --> 00:17:21,125
Now if you'll
show me my quarters,
Moira, I need to rest.

241
00:17:22,708 --> 00:17:24,875
I've not seen him
like this, Sean.

242
00:17:24,875 --> 00:17:27,208
It may be even worse
than he told me.

243
00:17:32,708 --> 00:17:35,208
Are you out there?

244
00:17:35,208 --> 00:17:40,833
I fear you, yet I sense
you may be the answer
to my loneliness.

245
00:17:41,875 --> 00:17:44,083
Does he not still
love you, Moira?

246
00:17:44,083 --> 00:17:47,291
I dunnae think so,
but he needs me.

247
00:17:47,291 --> 00:17:51,250
Charles has given everything
for his students, his X-Men.

248
00:17:51,250 --> 00:17:53,833
But friends, aye,
that's different.

249
00:17:53,833 --> 00:17:57,083
Sometimes I think
I'm the only one he has.

250
00:18:05,375 --> 00:18:06,833
(SCREAMING)

251
00:18:08,416 --> 00:18:11,958
You are driving me insane!

252
00:18:14,500 --> 00:18:17,166
But I must not fight you.

253
00:18:29,000 --> 00:18:30,708
Who are you?

254
00:18:32,750 --> 00:18:35,583
My name is Lilandra.

255
00:18:36,583 --> 00:18:40,250
I come from a world unknown
to you. A world called Shi'ar.

256
00:18:40,250 --> 00:18:42,875
Why have you come
here, to the Earth?

257
00:18:42,875 --> 00:18:45,458
Charles Xavier.
Let me show you.

258
00:18:47,125 --> 00:18:50,291
I am the sister of D'Ken,
the emperor of the Shi'ar.

259
00:18:50,291 --> 00:18:53,208
I served my brother loyally,

260
00:18:53,208 --> 00:18:55,083
until I learned that
he sought to control

261
00:18:55,083 --> 00:18:57,375
the greatest
power in the universe,

262
00:18:57,375 --> 00:19:01,416
the ancient
Crystal of M'Kraan.
Immeasurably powerful.

263
00:19:02,708 --> 00:19:05,500
My brother
hopes to harness
the crystal's power

264
00:19:05,500 --> 00:19:07,625
to use it as a weapon.

265
00:19:07,625 --> 00:19:09,375
My brother is mad.

266
00:19:10,375 --> 00:19:12,583
It is written that
if the crystal is
breached,

267
00:19:12,583 --> 00:19:15,125
both of our galaxies
could be at risk.

268
00:19:18,833 --> 00:19:20,125
(SCREECHING)

269
00:19:30,458 --> 00:19:32,583
To keep the crystal
from my brother,

270
00:19:32,583 --> 00:19:35,250
I violated its
ancient sanctuary,

271
00:19:35,250 --> 00:19:37,833
the most sacred temple
of Shi'ar.

272
00:19:38,833 --> 00:19:41,000
I stole the M'Kraan Crystal.

273
00:19:44,833 --> 00:19:47,416
I escaped aboard
a star cruiser,

274
00:19:47,416 --> 00:19:50,833
but my brother pursued me,
with the warships
of the Imperial fleet.

275
00:19:50,833 --> 00:19:54,000
They attempted to destroy
me and my ship
to get the crystal.

276
00:19:56,833 --> 00:19:59,125
I managed to reach
your solar system.

277
00:19:59,125 --> 00:20:01,458
But D'Ken will
follow me here,
in time.

278
00:20:03,458 --> 00:20:06,166
That is why you must help me.

279
00:20:06,166 --> 00:20:09,166
What led you here, to me?

280
00:20:09,166 --> 00:20:11,875
The Shi'ar
believe that two
minds can be linked

281
00:20:11,875 --> 00:20:14,583
from the moment
of their creation,

282
00:20:14,583 --> 00:20:17,458
destined to
seek each other out
in their time of need.

283
00:20:17,458 --> 00:20:21,416
It's a bond like
love, only deeper.

284
00:20:21,416 --> 00:20:23,291
Do you also
believe this?

285
00:20:23,291 --> 00:20:25,125
I do now.

286
00:20:25,125 --> 00:20:28,458
I have seen your face
a thousand times,
in my mind.

287
00:20:28,458 --> 00:20:29,583
(DOOR ALARM BEEPING)

288
00:20:29,583 --> 00:20:31,291
It's all right,
Moira.

289
00:20:33,416 --> 00:20:37,250
The name's Juggernaut,
dear brother!

290
00:20:37,250 --> 00:20:38,833
(GROANING)

291
00:20:38,833 --> 00:20:41,875
And you must be Lilandra!

292
00:20:41,875 --> 00:20:43,333
(LAUGHING)