1
00:00:01,750 --> 00:00:03,500
NARRATOR:
Previously onX-Men...

2
00:00:03,500 --> 00:00:05,750
I've come for
the Princess Lilandra.

3
00:00:05,750 --> 00:00:07,708
BLACK TOM:
She's still a bit
under the weather,

4
00:00:07,708 --> 00:00:10,958
but you didn't specify
what condition
she had to be in.

5
00:00:10,958 --> 00:00:14,166
Tell me where
the M'Kraan Crystal is.

6
00:00:14,166 --> 00:00:16,458
You must
save Lilandra.

7
00:00:16,458 --> 00:00:19,250
Our job
is to find Lilandra
and get out fast.

8
00:00:19,250 --> 00:00:21,000
Anybody know
what she looks like?

9
00:00:21,000 --> 00:00:22,875
She's from
another galaxy.

10
00:00:22,875 --> 00:00:25,208
You see a woman
you don't know,
rescue her.

11
00:00:31,583 --> 00:00:33,000
ERIC THE RED:
Forget these freaks!

12
00:00:33,000 --> 00:00:35,000
We must get Lilandra
to my ship.

13
00:00:35,000 --> 00:00:36,583
No!

14
00:00:37,750 --> 00:00:39,500
Let Lilandra go.

15
00:00:42,000 --> 00:00:43,375
ERIC THE RED:
Gladiator!

16
00:00:43,375 --> 00:00:44,875
I have Lilandra.

17
00:00:44,875 --> 00:00:47,500
But where is
the M'Kraan Crystal?

18
00:00:47,500 --> 00:00:49,958
Why do you serve
a madman
like my brother?

19
00:00:49,958 --> 00:00:52,958
Take her
with my respects
to the Emperor.

20
00:00:54,208 --> 00:00:57,833
I am sorry, Princess,
but you must give
your brother the crystal.

21
00:00:57,833 --> 00:01:02,625
No! For the sake
of the universe, no!

22
00:01:02,625 --> 00:01:04,291
PHOENIX: Phoenix must go!

23
00:01:11,250 --> 00:01:13,708
PHOENIX:
Lilandra is under
my protection.

24
00:01:13,708 --> 00:01:16,458
Learn the power
of Phoenix.

25
00:01:18,125 --> 00:01:19,875
Are you the child
of the crystal?

26
00:01:19,875 --> 00:01:21,458
Yes.

27
00:01:21,458 --> 00:01:23,750
LILANDRA:
You must help me
to keep the crystal

28
00:01:23,750 --> 00:01:26,833
from falling into
the hands of my brother,
the Emperor!

29
00:01:29,583 --> 00:01:32,458
The crystal is here.
I can feel its power.

30
00:01:32,458 --> 00:01:35,750
(LAUGHING)

31
00:01:35,750 --> 00:01:37,750
(THEME MUSIC PLAYING)

32
00:02:42,083 --> 00:02:45,875
XAVIER: Do not fear, Lilandra.
The X-Men
will do all in our power

33
00:02:45,875 --> 00:02:47,958
to help you safeguard
the crystal.

34
00:02:47,958 --> 00:02:50,708
But I must return
to my ship at once,

35
00:02:50,708 --> 00:02:54,625
and my transporter
is not strong enough
to bring you with me.

36
00:02:54,625 --> 00:02:56,416
(PHOENIX SIGHS)
I am.

37
00:02:58,250 --> 00:03:00,166
Funny,
you don't look it.

38
00:03:00,166 --> 00:03:04,250
This body is young
and strong.
It recovers quickly.

39
00:03:05,750 --> 00:03:07,625
(GASPING) A ship!

40
00:03:10,458 --> 00:03:14,875
It isn't
your brother, Lilandra.
It is a friend.

41
00:03:26,416 --> 00:03:27,708
CYCLOPS:
Where's Jean?

42
00:03:27,708 --> 00:03:29,208
Searching the skies.

43
00:03:32,625 --> 00:03:35,208
She's all right, Cyke.
Best I can tell.

44
00:03:44,750 --> 00:03:47,500
Jean? Jean?

45
00:03:49,416 --> 00:03:53,708
It is good that you
are here. Help me
to prepare the others.

46
00:03:53,708 --> 00:03:56,583
-For what?
-For the battle
to save the galaxy.

47
00:03:56,583 --> 00:03:59,416
I can help!
Just tell me how!

48
00:03:59,416 --> 00:04:00,958
I will tell you
what I can.

49
00:04:00,958 --> 00:04:04,166
But there is much
I do not know,

50
00:04:04,166 --> 00:04:07,375
and there is much
I must do alone.

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00:04:08,583 --> 00:04:10,375
I was heartened
to discover
that you were not

52
00:04:10,375 --> 00:04:13,583
a figment of the Professor's
unbridled imagination.

53
00:04:13,583 --> 00:04:15,875
I am anxious
to learn more
about your people.

54
00:04:15,875 --> 00:04:17,833
Looks like you'll
get your chance.

55
00:04:17,833 --> 00:04:19,125
Listen up, people.

56
00:04:19,125 --> 00:04:21,625
Jean has
something to say.

57
00:04:21,625 --> 00:04:24,250
In our hands
lies the fate

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00:04:24,250 --> 00:04:28,416
of a billion star systems,
of lives beyond measure.

59
00:04:28,416 --> 00:04:30,208
Just what
I wanted to hear.

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00:04:30,208 --> 00:04:31,708
It is time to go.

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00:04:37,583 --> 00:04:38,583
Farewell.

62
00:04:57,375 --> 00:04:58,708
(GROANING)

63
00:05:01,583 --> 00:05:05,208
Jean! You must not
leave me behind!

64
00:05:05,208 --> 00:05:07,458
It's no use,
Professor.

65
00:05:07,458 --> 00:05:12,583
The way she said goodbye,
it's like they're
not coming back, ever.

66
00:05:31,208 --> 00:05:32,458
(GROANS)

67
00:05:32,458 --> 00:05:34,166
Next time
I'll take the bus.

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00:05:34,166 --> 00:05:36,166
-(MOANS)
-I've got you!

69
00:05:37,291 --> 00:05:40,458
(STAMMERING)
No, I'll be all right.

70
00:05:45,208 --> 00:05:48,000
Thanks to you,
we have arrived
before my brother.

71
00:05:48,000 --> 00:05:50,125
That's what
all the fuss
is about?

72
00:05:50,125 --> 00:05:52,333
How you fit
a whole galaxy
in there?

73
00:05:52,333 --> 00:05:54,833
Its faceted configuration
gives the crystal

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00:05:54,833 --> 00:05:58,375
infinite storage capacity
for refracted light energy.

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00:05:58,375 --> 00:06:02,125
(CHUCKLES) I knew
there had to be
a simple explanation.

76
00:06:02,125 --> 00:06:05,125
You like it, chere?
I'll get you one
for Christmas.

77
00:06:11,166 --> 00:06:13,750
We must move quickly
to safeguard the crystal.

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00:06:22,708 --> 00:06:24,125
Take evasive action!

79
00:06:28,583 --> 00:06:30,416
(ALL YELLING)

80
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(MOANS)

81
00:06:39,875 --> 00:06:41,166
Who knocked?

82
00:06:41,166 --> 00:06:44,000
It was some sort
of stun ray.

83
00:06:45,708 --> 00:06:48,416
Lilandra's out colder
than a leftover
hush puppy.

84
00:06:48,416 --> 00:06:53,416
The ray may have been
specifically attuned
to Shi'ar life forms.

85
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Aliens, Corsair!
Ugly ones, too!

86
00:06:58,583 --> 00:07:01,875
Who are you calling ugly,
lizard lips?

87
00:07:06,625 --> 00:07:08,000
Get the crystal!

88
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Interesting weaponry.

89
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Effective, too.

90
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(MEOWING)

91
00:07:32,166 --> 00:07:34,833
There ain't hardly room
to swing a cat in here!

92
00:07:37,333 --> 00:07:40,291
These are not
the Emperor's troops.

93
00:07:40,291 --> 00:07:45,625
They are intergalactic
pirates who call
themselves the Starjammers.

94
00:07:45,625 --> 00:07:49,083
Pirates? Where do
they keep their swords
and eye patches?

95
00:07:51,416 --> 00:07:53,583
-Raza!
-Aye, captain.

96
00:07:53,583 --> 00:07:56,083
Re-calibrate
the stun ray for humans!

97
00:07:56,083 --> 00:07:57,250
But, Captain...

98
00:07:57,250 --> 00:07:58,500
Just do it!

99
00:07:58,500 --> 00:08:00,166
Surrender,
or I'll fire!

100
00:08:05,875 --> 00:08:08,208
No, Scott!
You can't!

101
00:08:08,208 --> 00:08:09,875
What?
Fire, Raza!

102
00:08:15,375 --> 00:08:16,708
(ALL GROANING)

103
00:08:22,833 --> 00:08:24,000
Come, Hepzibah.

104
00:08:33,583 --> 00:08:35,500
(GROANS)

105
00:08:35,500 --> 00:08:38,708
Who turned out
the lights again? Jean.

106
00:08:41,208 --> 00:08:43,375
They took
the crystal, Logan.

107
00:08:43,375 --> 00:08:45,833
They took Scott, too.

108
00:08:45,833 --> 00:08:49,958
Jean, why did you
stop Cyke when he was
about to blast that joker?

109
00:08:49,958 --> 00:08:52,083
I can't tell you.

110
00:08:52,083 --> 00:08:54,625
PHOENIX:
That he's Scott's father.

111
00:08:59,208 --> 00:09:02,833
Why have you taken him,
my captain?
As a hostage?

112
00:09:02,833 --> 00:09:04,958
No, Raza.
Not a hostage.

113
00:09:06,875 --> 00:09:11,458
He's a weapon.
The last one
we'll ever need.

114
00:09:20,291 --> 00:09:22,083
Identify yourself.

115
00:09:22,083 --> 00:09:26,708
Scout ship of Imperial Agent
Davan Shakari, Majesty.

116
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Code name
Eric the Red.

117
00:09:28,625 --> 00:09:31,333
He wishes permission
to report to you.

118
00:09:31,333 --> 00:09:34,708
Shakari, I ordered you
to intercept Lilandra

119
00:09:34,708 --> 00:09:36,625
and recover
the M'Kraan Crystal.

120
00:09:36,625 --> 00:09:38,583
Why have you not done
as I commanded?

121
00:09:48,583 --> 00:09:52,708
You say a group
of pathetic Earth creatures
defeated you?

122
00:09:52,708 --> 00:09:56,750
You, an Imperial
Shi'ar agent? Fool!

123
00:09:58,291 --> 00:10:01,500
Gladiator, tell me
what has happened.

124
00:10:01,500 --> 00:10:05,250
My lord, is it not
said that the crystal
is protected

125
00:10:05,250 --> 00:10:07,333
by a guardian of
immense power?

126
00:10:07,333 --> 00:10:09,583
The Phoenix
is only a legend.

127
00:10:09,583 --> 00:10:12,250
My lord,
I have seen her.

128
00:10:13,750 --> 00:10:16,875
Corsair!
Impudent rebel dog!

129
00:10:16,875 --> 00:10:18,458
Pirate traitor!

130
00:10:18,458 --> 00:10:21,166
I'm glad you haven't
forgotten me, D'Ken.

131
00:10:21,166 --> 00:10:23,416
Do you remember this?

132
00:10:25,166 --> 00:10:31,083
The M'Kraan Crystal.
Name your price, thief!

133
00:10:31,083 --> 00:10:34,875
I know you'd give
everything you've got
to get your hands on it,

134
00:10:34,875 --> 00:10:37,833
but I'm only asking half.

135
00:10:37,833 --> 00:10:40,208
Half the
Imperial treasury.

136
00:10:40,208 --> 00:10:42,208
My lord,
he insults you!

137
00:10:42,208 --> 00:10:46,583
Silence!
By the sacred ancestors
of the Shi'ar,

138
00:10:46,583 --> 00:10:48,958
I agree to your price.

139
00:10:48,958 --> 00:10:53,333
I'll bring you the crystal
and a present
for your amusement.

140
00:10:53,333 --> 00:10:56,166
One of the Earth creatures
who've been helping Lilandra.

141
00:10:56,166 --> 00:11:01,333
Though your forces failed,
I was able to deal with them.

142
00:11:02,416 --> 00:11:03,416
Gladiator.

143
00:11:03,416 --> 00:11:04,875
Yes, my Emperor?

144
00:11:04,875 --> 00:11:07,958
As soon as
the crystal
is mine,

145
00:11:07,958 --> 00:11:13,875
you will destroy Corsair
and his Starjammers.

146
00:11:13,875 --> 00:11:16,375
But, my lord,
you swore
the Sacred Oath!

147
00:11:16,375 --> 00:11:18,250
You will do it!

148
00:11:18,250 --> 00:11:20,458
Yes, my Emperor.

149
00:11:20,458 --> 00:11:24,750
Imperial Guards,
your Emperor honors us
by sending us against

150
00:11:24,750 --> 00:11:26,750
the rebel Starjammers
in battle.

151
00:11:26,750 --> 00:11:29,833
The leader Corsair will
be taken and destroyed.

152
00:11:38,291 --> 00:11:41,125
The Emperor and I
had a friendly chat.

153
00:11:41,125 --> 00:11:42,458
What are you to him?

154
00:11:42,458 --> 00:11:44,875
A festering wound
in his side.

155
00:11:44,875 --> 00:11:47,750
He calls me
a pirate and worse.

156
00:11:47,750 --> 00:11:48,958
I think he's right.

157
00:11:48,958 --> 00:11:50,291
Perhaps.

158
00:11:50,291 --> 00:11:53,458
But today,
I'm D'Ken's best friend.

159
00:11:53,458 --> 00:11:57,083
Today I'm selling him
the M'Kraan Crystal.

160
00:11:57,083 --> 00:12:00,416
You can't do that!
Don't you know
that if that madman

161
00:12:00,416 --> 00:12:02,000
unleashes the power
of the crystal,

162
00:12:02,000 --> 00:12:04,333
it could destroy
the entire galaxy?

163
00:12:04,333 --> 00:12:06,958
D'Ken will never
touch the crystal,

164
00:12:06,958 --> 00:12:11,750
because you are going
to end his miserable existence.

165
00:12:16,708 --> 00:12:21,166
The only way I can
get close to D'Ken
is to offer him the crystal.

166
00:12:21,166 --> 00:12:23,583
Why are you so determined
to destroy him?

167
00:12:23,583 --> 00:12:26,875
D'Ken has destroyed
millions in his quest
for power.

168
00:12:26,875 --> 00:12:30,500
One of those millions
was my wife.

169
00:12:30,500 --> 00:12:32,416
Does he know
what he's done
to you?

170
00:12:32,416 --> 00:12:34,458
He knows.

171
00:12:34,458 --> 00:12:36,375
Then he'll expect
an attack.

172
00:12:36,375 --> 00:12:41,375
From me, yes.
But not from you,
a helpless prisoner.

173
00:12:41,375 --> 00:12:45,875
You should have one
clear shot from your eyes
at full strength.

174
00:12:45,875 --> 00:12:48,625
I won't take a life
in cold blood.

175
00:12:48,625 --> 00:12:51,000
If D'Ken lives
and gets his hands
on the crystal,

176
00:12:51,000 --> 00:12:55,583
and eventually he will,
billions of lives
will be lost.

177
00:12:55,583 --> 00:12:58,708
Is your sense of honor
worth so much?

178
00:13:00,208 --> 00:13:04,291
Is one woman's life important
enough to risk the fate
of an entire galaxy?

179
00:13:07,333 --> 00:13:09,416
It was to me.

180
00:13:24,958 --> 00:13:29,000
The Starjammeris too fast.
We cannot overtake it.

181
00:13:36,000 --> 00:13:37,125
Fascinating.

182
00:13:46,458 --> 00:13:48,000
Hey!

183
00:13:48,000 --> 00:13:50,708
How can we fight something
we can't catch?

184
00:13:50,708 --> 00:13:54,000
Don't worry, we'll fight
little green men
soon enough.

185
00:13:54,000 --> 00:13:57,000
You must transport us
to the Starjammer,

186
00:13:57,000 --> 00:13:58,875
just as
you brought us here.

187
00:13:58,875 --> 00:14:03,958
I'm still weak,
but be patient.
I will recover.

188
00:14:03,958 --> 00:14:08,208
Each time I use my powers,
I grow stronger.

189
00:14:16,708 --> 00:14:20,458
The time has come.
Will you help me
destroy the Emperor?

190
00:14:20,458 --> 00:14:24,583
You know that, for the sake
of the galaxy,
I have no choice.

191
00:14:30,833 --> 00:14:34,125
If we fail,
get the Starjammer
to safety.

192
00:14:34,125 --> 00:14:36,375
We shall not
abandon you,
Corsair.

193
00:14:36,375 --> 00:14:41,250
As long as I'm captain
of this ship,
you'll carry out my orders.

194
00:14:41,250 --> 00:14:44,708
If we fail,
someone has to
carry on the fight.

195
00:15:05,500 --> 00:15:07,583
I come
from your planet.

196
00:15:07,583 --> 00:15:08,958
How is that
possible?

197
00:15:08,958 --> 00:15:10,416
(LAUGHING)

198
00:15:10,416 --> 00:15:13,000
That's a long story.

199
00:15:13,000 --> 00:15:17,458
We're so close to Earth now.
I would've liked
to have seen it again.

200
00:15:18,750 --> 00:15:20,166
Do you have
any children?

201
00:15:20,166 --> 00:15:21,583
No.

202
00:15:21,583 --> 00:15:24,083
I wouldn't know mine
now if I saw them.

203
00:15:24,083 --> 00:15:28,875
Except I remember
my oldest boy.
He had his mother's eyes.

204
00:15:31,708 --> 00:15:34,500
If I can contact Cyclops
telepathically,

205
00:15:34,500 --> 00:15:38,583
I can use the mind-link
like a homing beacon.

206
00:15:42,625 --> 00:15:46,083
Emperor, the prisoner
is the leader
of the X-Men.

207
00:15:46,083 --> 00:15:50,625
So? Such a pathetic
creature is of
no interest to me.

208
00:15:54,166 --> 00:15:56,958
Scott, Scott.

209
00:15:58,250 --> 00:15:59,833
Scott.

210
00:15:59,833 --> 00:16:00,833
It's Jean!

211
00:16:00,833 --> 00:16:03,125
He's on D'Ken's ship.

212
00:16:03,125 --> 00:16:04,458
I'm coming, Scott!

213
00:16:12,000 --> 00:16:18,000
The crystal is here.
I can feel its power. Corsair!
Show me the crystal!

214
00:16:27,875 --> 00:16:32,000
It is mine!
The greatest power
in the universe.

215
00:16:34,291 --> 00:16:35,875
Do it now!

216
00:16:35,875 --> 00:16:37,458
Imperial Guards!

217
00:16:43,625 --> 00:16:46,125
It is the Phoenix!

218
00:16:47,375 --> 00:16:50,958
D'Ken! You've
lived too long!

219
00:16:53,708 --> 00:16:54,958
(MOANING)

220
00:16:56,000 --> 00:16:57,125
Jean!

221
00:17:00,625 --> 00:17:03,083
Corsair, you fool.

222
00:17:04,208 --> 00:17:05,875
A shape-shifter!

223
00:17:09,000 --> 00:17:11,083
Destroy them all!

224
00:17:12,166 --> 00:17:14,250
Start the ball,
Cajun!

225
00:17:29,583 --> 00:17:33,208
X-Men!
Get the crystal!

226
00:17:40,166 --> 00:17:41,291
(GROANS)

227
00:17:49,958 --> 00:17:52,875
Drop it, bub,
or I'll drop you!

228
00:17:56,333 --> 00:17:58,166
Out of my way,
woman.

229
00:17:58,166 --> 00:18:00,625
Get out of
your own way!

230
00:18:00,625 --> 00:18:02,125
Thank you, Rogue.

231
00:18:02,125 --> 00:18:03,500
I enjoyed it.

232
00:18:03,500 --> 00:18:06,208
Gladiator!
Cut off their retreat!

233
00:18:11,625 --> 00:18:14,000
Everyone! Head for
the Starjammer!

234
00:18:18,500 --> 00:18:19,708
(GROANS)

235
00:18:29,083 --> 00:18:30,458
Let's move it!

236
00:18:39,000 --> 00:18:40,583
The bigger
they are...

237
00:18:43,291 --> 00:18:45,166
Help!

238
00:18:45,166 --> 00:18:47,333
(WOLVERINE GRUNTING)

239
00:18:51,125 --> 00:18:52,458
What's cooking?

240
00:18:52,458 --> 00:18:53,708
Come, my friend!

241
00:18:54,708 --> 00:18:57,375
Stop fooling around,
Gambit! We gotta go!

242
00:19:00,416 --> 00:19:04,583
"Our safety is our speed."
Ralph Waldo Emerson.

243
00:19:13,458 --> 00:19:15,708
I'll help you, Beast!

244
00:19:15,708 --> 00:19:17,458
It was the thought
that counted.

245
00:19:17,458 --> 00:19:18,625
I got it, Beast.

246
00:19:21,833 --> 00:19:23,000
Is that everyone?

247
00:19:25,708 --> 00:19:27,708
It is now.

248
00:19:27,708 --> 00:19:28,708
Scott!

249
00:19:30,333 --> 00:19:31,708
Let's go!

250
00:19:31,708 --> 00:19:33,458
You don't have to
tell me twice!

251
00:19:33,458 --> 00:19:36,708
Corsair to Starjammer.
Get ready to... D'Ken!

252
00:19:38,750 --> 00:19:43,333
One false move, X-Men,
and Gladiator
will crush Lilandra!

253
00:19:43,333 --> 00:19:44,583
(SNARLING)

254
00:19:44,583 --> 00:19:46,458
No, Logan.
It's up to me now.

255
00:19:46,458 --> 00:19:49,500
In the name
of Sharra and K'ythri,

256
00:19:49,500 --> 00:19:52,083
and the sacred ancestors
of the Shi'ar...

257
00:19:52,083 --> 00:19:54,000
D'Ken! No!

258
00:19:54,000 --> 00:19:56,166
(MUFFLED SCREAMING)

259
00:19:56,166 --> 00:20:01,208
I call upon
the nine dying stars, and
the world that has no name!

260
00:20:01,208 --> 00:20:02,291
Stop!

261
00:20:04,208 --> 00:20:07,083
I am the guardian
of the crystal.

262
00:20:07,083 --> 00:20:12,583
Unlock the power
of the M'Kraan
and make the galaxy mine!

263
00:20:16,750 --> 00:20:18,500
You are too late!

264
00:20:22,333 --> 00:20:25,958
I was not yet
strong enough
to stop him.

265
00:20:25,958 --> 00:20:29,625
It has begun.
By opening a breach
in the crystal,

266
00:20:29,625 --> 00:20:33,708
D'Ken has unleashed
the power of
the negative galaxy inside.

267
00:20:33,708 --> 00:20:35,333
You mean
it might get out?

268
00:20:38,000 --> 00:20:41,166
I mean we
and everything
we know

269
00:20:41,166 --> 00:20:43,416
may soon be pulled in.

270
00:20:52,958 --> 00:20:55,458
(THEME MUSIC PLAYING)