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NARRATOR: Previously
onX-Men...

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00:00:04,000 --> 00:00:06,875
PHOENIX: In our hands
lies the fate
of a billion star systems,

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00:00:06,875 --> 00:00:09,833
of lives beyond measure.

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XAVIER: Do not fear, Lilandra.
The X-Men will do all in our
power

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to help you safeguard the
crystal.

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Get the crystal!

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Fire, Raza!

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Corsair!

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Do you remember this?

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The M'Kraan Crystal.
Name your price!

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Show me the crystal!

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00:00:35,333 --> 00:00:36,958
I'm coming, Scott!

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Start the ball, Cajun!

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(GRUNTS)

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-Out of my way, woman.
-Get out of your own way!

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-Thank you, Rogue.
-I enjoyed it.

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Get ready to... D'Ken!

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Unlock the power
of the M'Kraan...

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No!

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...and make the galaxy mine!

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(THEME MUSIC PLAYING)

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(MOANS)

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(GRUNTS)

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(SNARLING)

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(LAUGHING)

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You fools!
Your foolishness amuses me.

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I do not understand.

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What is happening?

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D'Ken has been granted his
wish. He is one with
the crystal.

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He is creating his own universe
inside the crystal,

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where we all will soon be.

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Ch'od, get the Starjammer
out of here. Now!

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What is wrong, Captain?

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We are ready to
board the Imperial cruiser
and retrieve you.

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No! Full escape velocity
immediately.
That's an order.

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You must join them.

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I need time to see if the
power of the Phoenix can
contain the crystal.

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But if it cannot, then nothing
in the galaxy can
protect any of us.

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What can we do?

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Nothing. It is what I must do.

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Corsair! What is happening?

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We are being given
a short time to consider
our fate

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while someone attempts
to change it.

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I must learn.
The crystal must be healed.

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Can you show us what's
happening?

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Ch'od, full magnification.

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That is all we can do.
Soon, we will be out of range.

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I am the guardian,

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teach me to... No!

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(ALL EXCLAIM)

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Who slam on the brakes?

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Phoenix has failed.

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We shall soon join my brother
inside the crystal.

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How are you so blamed sure?

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-She might still...
-Look!

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Jean!

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I got a real bad feeling
we're next.

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CORSAIR: Ch'od, open fire!

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-What are you doing?
-Trying to live.

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GLADIATOR: It has no effect.

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Anybody else got any bright
ideas?

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What's that?

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(GASPS)

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And Cerebro reports
environmental disturbances

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everywhere around the world.
I will do what I can.

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As we all shall.

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Professor Xavier! Professor!
The sun, it's, well, kind of
fading away!

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I know, Jubilee.

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We have discovered
a phenomenon much
like a black hole,

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an enormous gravitational force
near the sun.

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We must assume
it is the M'Kraan Crystal.

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It is slowly drawing everything
into it,
even the sun's light.

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Soon, it will absorb the sun
itself,

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the entire solar system
including the Earth.

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The rest of the galaxy
may well follow,

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though, by that time, we shall
have long since ceased to care.

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There's gotta be some way
to stop it!

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There is one hope, the X-Men.

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Maintain full power!
Don't give up!

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I regret, my Empress,

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that my service to you must
begin under such circumstances.

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All is lost, Empress!

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Hang on, chere.If this be
our last ride, we take it
together...

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(ALL GROANING)

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(BOTH GROANING)

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If this is death,
it's not so bad, huh?

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(COUGHS)

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Speak for yourself, Cajun.

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BEAST: Fascinating.

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The legends
of the crystal are true.

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But what of D'Ken?

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D'KEN: What of D'Ken? He lives!

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(D'KEN LAUGHING)

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Show yourself!

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D'KEN: You wish to see me?

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Behold
the power of a living galaxy!

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Soon, the universe
will tremble!

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If we're not gonna make it out
of here, let's at least
shut this guy

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Logan, stop it!

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(ROARING)

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(GRUNTS)

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(GROANS)

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Perhaps another approach...

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Maybe he likes to play catch.

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(GRUNTING)

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(LAUGHING)

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You fools! None of you
understand.

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(SIGHS)

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Look out!

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(LAUGHING)

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It has no effect, Empress!

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Your pathetic efforts
gain you nothing.
Your weapons feed me.

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The crystal will gain you
nothing. You are trapped
within it, as we are.

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Its power will destroy you!

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Destroy me?
The crystal is life.
I am reborn!

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I need only think
of your destruction
and it shall be!

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(LAUGHING)

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D'Ken, brother,
unless the crystal is sealed,

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it will destroy the galaxy,
including the entire Shi'ar
empire.

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We must join forces to stop it.

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Stop it?

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(LAUGHING)

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I hunger for it.

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He hears nothing, Empress.
We are on our own.

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Prepare to be destroyed,
creature!

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(YELLING)

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You? Fight me? You insect!

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(GROANING)

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Gotcha, big guy.

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You see how easily
I defeat your protectors.

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I tire of you, sister.

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(LAUGHING)

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(SCREAMING)

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Empress!

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I never thought I'd say it,
Logan,
but there's nothing we can do.

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Everybody evacuate
to the shelter!

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(WOMAN GRUNTING)

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(ALL SCREAMING)

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(PEOPLE SCREAMING)

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The immediate threat
to New York City
has been averted.

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-XAVIER: Well done, Storm!
-It is terrible, Professor.

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It is as though
the Earth has gone mad.

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Calm yourself, Storm.
You cannot be everywhere
at once.

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Help where you can.

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The disturbances will cease
if the X-Men are successful.

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(D'KEN LAUGHING)

147
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(LAUGHING)

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(GRUNTS)

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(D'KEN LAUGHING)

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(GROANS)

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Fear what I have become,
sister?

152
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Let the others watch
as I repay you for your
treachery in opposing me.

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PHOENIX: Do not despair.

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The Phoenix survives.

155
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No! Begone!

156
00:14:34,125 --> 00:14:37,333
Fear not, Empress.
You are safe now.

157
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Leave my world. I command it!

158
00:14:48,583 --> 00:14:51,125
PHOENIX: Lilandra's star
cruiser approaches.

159
00:14:51,125 --> 00:14:55,125
I will teleport you all to the
ship, beyond the reach
of D'Ken's power.

160
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No one is safe from my power!
I am one with the crystal.

161
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The galaxy is mine to destroy.

162
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PHOENIX: The power has
destroyed you, D'Ken.

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The galaxy
shall not share your fate.

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-You're alive!
-Yes, my darling.

165
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What about the crystal?
Can you truly stop its power?

166
00:15:31,750 --> 00:15:33,708
We have learned of one way...

167
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(GASPS)

168
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...if my body can take it.

169
00:15:37,875 --> 00:15:41,083
Jean was chosen
for her empathic abilities.

170
00:15:41,083 --> 00:15:45,708
We have learned much
from the orb, the living
center of the crystal.

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She felt its pain
where I could not.

172
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I know now what must be done,
if I am strong enough.

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We must try to join with
the matrix of the crystal's
energy field.

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The power of Phoenix
may be able to restore
what D'Ken has broken.

175
00:16:02,625 --> 00:16:04,875
You could be locked in here
forever!

176
00:16:04,875 --> 00:16:07,458
Don't try to stop me, Scott.

177
00:16:07,458 --> 00:16:12,500
I'm only doing
what must be done,
what any of the X-Men would do.

178
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I'm coming with you.

179
00:16:14,250 --> 00:16:16,875
You can't be a part
of where I'm going.

180
00:16:16,875 --> 00:16:20,333
He knows, Jean. That
don't make it easy to take.

181
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-Jean!
-Goodbye, my friends.
I love you all.

182
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Goodbye, Scott!

183
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Someone help me find a way.

184
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Your wisdom. Your compassion.

185
00:16:53,000 --> 00:16:57,291
Your gentleness.
Your innocence.

186
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Your courage. Your love.

187
00:17:10,208 --> 00:17:13,583
No! You cannot contain
the power of the crystal.

188
00:17:13,583 --> 00:17:17,708
You cannot! No!

189
00:17:29,291 --> 00:17:31,000
What does it mean, Professor?

190
00:17:31,000 --> 00:17:32,708
The X-Men have succeeded.

191
00:17:32,708 --> 00:17:35,375
The power of the crystal
has been contained.

192
00:17:35,375 --> 00:17:37,416
But at what cost?

193
00:17:39,416 --> 00:17:42,125
PHOENIX: The crystal is sealed,

194
00:17:42,125 --> 00:17:45,708
but the only way to guarantee
that its power
will never be released again

195
00:17:45,708 --> 00:17:49,583
is for me to take it
beyond the reach
of any living being.

196
00:17:49,583 --> 00:17:53,208
The crystal cannot
be destroyed,
even in the heart of the sun,

197
00:17:53,208 --> 00:17:56,083
but there it,
and I, will be safe.

198
00:18:00,500 --> 00:18:03,250
For this, I am sorry, Cyclops.

199
00:18:03,250 --> 00:18:05,708
Goodbye, my love.

200
00:18:11,583 --> 00:18:13,833
The crystal
shall be buried forever.

201
00:18:26,458 --> 00:18:27,708
The light!

202
00:18:27,708 --> 00:18:29,000
(GASPS)

203
00:18:30,958 --> 00:18:35,458
Oh, Scott,
if only you could see it.

204
00:18:41,375 --> 00:18:44,958
Goodbye, Charles.
I shall never forget you
and the X-Men.

205
00:18:44,958 --> 00:18:49,291
-Stay with us, Lilandra.
-I am Shi'ar Empress now.

206
00:18:49,291 --> 00:18:51,125
I must return to my world

207
00:18:51,125 --> 00:18:53,750
and try to set right
all the wrong my brother did.

208
00:18:53,750 --> 00:18:55,333
Come with me, Charles.

209
00:18:56,458 --> 00:19:02,333
Until there is peace between
mutants and ordinary humans,
I cannot leave.

210
00:19:04,708 --> 00:19:06,250
We both have our work to do.

211
00:19:11,333 --> 00:19:14,458
I'm sorry I tried to use you
against the Emperor, Cyclops.

212
00:19:14,458 --> 00:19:17,708
Since I lost my wife,
I've lived only for my revenge.

213
00:19:17,708 --> 00:19:21,000
None of us know how we'll react
when we lose someone we love.

214
00:19:21,000 --> 00:19:23,833
I'll have to find
a new reason for living now.

215
00:19:23,833 --> 00:19:25,625
So will I.

216
00:19:25,625 --> 00:19:29,875
I'm proud to have known you
and the X-Men. Farewell.

217
00:19:29,875 --> 00:19:35,166
I've lost Jean,
and Corsair lost his wife.
I wish we had a chance to talk.

218
00:19:35,166 --> 00:19:38,208
I believe Emily Dickinson
said it best,

219
00:19:38,208 --> 00:19:42,500
"Parting is all we know
of heaven
And all we need of hell"

220
00:19:42,625 --> 00:19:46,708
There are some bonds
that cannot be broken,
Charles Xavier.

221
00:19:46,708 --> 00:19:48,000
We shall meet again.

222
00:20:01,166 --> 00:20:03,000
Jean.

223
00:20:06,083 --> 00:20:08,458
XAVIER: Do you know
the legend of the Phoenix?

224
00:20:08,458 --> 00:20:11,333
I'm not interested
in legends right now.

225
00:20:11,333 --> 00:20:17,166
The Phoenix was a mythical bird
that was consumed by fire,

226
00:20:17,166 --> 00:20:21,000
but always rose again
from the ashes.

227
00:20:21,000 --> 00:20:24,333
Perhaps that's what
the Phoenix represents,

228
00:20:24,333 --> 00:20:26,583
hope which never dies.

229
00:20:28,208 --> 00:20:31,375
Please think about it, Cyclops.

230
00:20:42,833 --> 00:20:44,208
Jean.

231
00:20:52,583 --> 00:20:56,166
(THEME MUSIC PLAYING)