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00:00:01,708 --> 00:00:03,875
NARRATOR:
Previously onX-Men...

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00:00:03,875 --> 00:00:05,833
My psychic abilities
have discovered a creature
with more power

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00:00:05,833 --> 00:00:08,458
than even
you can imagine!

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00:00:08,458 --> 00:00:10,166
Do tell.

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00:00:10,166 --> 00:00:12,625
FROST: They call her
the Phoenix.

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00:00:12,625 --> 00:00:16,958
She was the guardian
of the fantastically
powerful M'Kraan Crystal.

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00:00:16,958 --> 00:00:21,458
The Phoenix flew with
the crystal into
the burning heart of the sun!

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00:00:21,458 --> 00:00:23,833
The Phoenix
destroyed herself?

9
00:00:23,833 --> 00:00:26,500
No! It lived!

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00:00:26,500 --> 00:00:31,708
After depositing the crystal
in the sun, this primal force
returned to Earth.

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00:00:33,083 --> 00:00:36,458
XAVIER: Phoenix, why do you
still inhabit Jean's body?
Your work is done.

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00:00:36,458 --> 00:00:38,833
You do her harm
by remaining!

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00:00:38,833 --> 00:00:41,333
The Phoenix
could be the source
of limitless power!

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Tradition demands that
such power be wielded by us,
the Inner Circle.

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00:00:48,166 --> 00:00:51,875
She's asleep.
I'm in her mind.

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00:00:51,875 --> 00:00:53,875
You may now enter.

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WYNGARDE: And once
I'm in her mind,

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00:00:56,333 --> 00:01:00,375
I can use my power
of illusion to create
whatever reality I choose.

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(GRUNTS)

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No! Jean!

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Not Jean.
I am Phoenix!

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00:01:12,083 --> 00:01:14,583
Good work,
my love.

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Thank you, my husband!

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(THEME MUSIC PLAYING)

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Xavier to Cyclops.
Do you read? Over.
Come in. Over.

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His communicator
must be down.

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Scott.

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Respond
if you sense my presence.

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00:02:56,250 --> 00:02:59,958
Who would know
how to block
my psychic probe?

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Cerebro, help me
break through.

31
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Cerebro, why can we
not contact the X-Men?

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00:03:24,875 --> 00:03:28,458
CEREBRO: Dual barriers,
one human, one electronic.

33
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Together they are confusing,
impenetrable.

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00:03:31,708 --> 00:03:35,708
Keep probing.
I need a moment's rest.

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All right, Shaw.
You have them.

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Now what are
we going to
do with them?

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Whatever you like, Leland.

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You doubted my work.
Admit it,
you were wrong.

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I admit nothing!

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Why not just dispose of them
and be done with it?

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The mighty X-Men?
Are you mad?

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They'll make nice lab rats,
don't you think?

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Xavier has been trying
to contact
the X-Men psychically.

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00:04:05,000 --> 00:04:08,958
I blocked the probe,
but I don't know
how long I can hold it off.

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If your power fails us,

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(DOOR OPENING)

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we can give the job
to someone else.
Jean, my dear.

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00:04:21,166 --> 00:04:23,625
Or should I say,
Phoenix?

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00:04:23,625 --> 00:04:25,500
Get away from her!

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You cannot escape.
Nor can you hope
to be rescued.

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The Circle Club is
an impregnable fortress.

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You X-Men
were allowed to enter,

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so that I could have
the pleasure
of introducing you

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to the Inner Circle's
newest member.

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Jean?

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MERCENARY 1: No one
could have lived through
a fall like this.

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MERCENARY 2: Shaw said
to bring back the body.

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Yeah.

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Well, come on.
Let's find
an easier way down.

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(WOLVERINE GROWLING)

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MERCENARY 1:
Can you see anything?

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I don't want to have
to go swimming
around in there.

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What was that?

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00:05:09,583 --> 00:05:14,083
Guess you found the body.
Go on in!
The water's fine.

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(MERCENARY 2 SCREAMS)

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(SNIFFING)

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I know what
you're thinking, punk.

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Question is,
"Can I get Wolverine

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before he turns me
into shish kebab
with those claws?"

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00:05:29,083 --> 00:05:32,166
Well, bub, seeing as how
these claws are adamantium,

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the strongest metal known,

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and can slice through
vanadium steel

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like a hot knife
through butter, buddy,

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you got to ask yourself,
"Do I feel lucky?"

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(SCREAMS)

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Now where are the other X-Men?
And you better have an answer.

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(GROANS)

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00:05:51,416 --> 00:05:54,125
We appear to be at
the mercy of our hosts.

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Your power and beauty
are awe-inspiring.

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Look at him,
sniffing after her
like a mongrel dog!

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Don't worry, my love.
I can control him, too.

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SHAW: Why don't you
freshen up in here,
while I order dinner?

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You say
she loves you, Wyngarde.

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Is that real,
or just another
illusion?

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(SIGHS)

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Jealous, Shaw?

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(LAUGHS MOCKINGLY)

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Of you and your cheap tricks?
Never!

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Would you two geniuses
think for a second?

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We can't deceive
and control
the Phoenix forever.

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Some day she'll discover
the truth, and turn
against the Inner Circle.

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You worry too much,
Ms. Frost.

93
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You saw how easily
she became one of us.

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Something inside her
hungers for new sensations,
yearns to feel.

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I've introduced her
to dark emotions
she had never dreamed of!

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She wants more!

97
00:06:59,583 --> 00:07:03,000
And you're sure
we can control that power?

98
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I can.

99
00:07:04,333 --> 00:07:06,458
We'll see.

100
00:07:06,458 --> 00:07:08,083
Bring her back in.

101
00:07:08,083 --> 00:07:09,583
Order dinner.

102
00:07:15,375 --> 00:07:18,875
Where's my
Chateau Calamari '59?

103
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(DUMBWAITER DINGS)

104
00:07:20,083 --> 00:07:21,208
Finally!

105
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Lousy year.

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Turkey!

107
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Where do these guys
do their shopping?

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Don't move, mutant,
or I'll blast!

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(MERCENARY SCREAMS)

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Now to find the fat slob
who dunked me!

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Uh-oh!

112
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Here! Go play
pick-up sticks!

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(ALL GRUNT)

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To our new queen!

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ALL: Our new queen!

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CYCLOPS: Jean. Jean.

117
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Thank you.

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Wyngarde! Quickly!
Engage her mind!

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CYCLOPS: Jean. Jean.

120
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Can this dark place
be your mind?

121
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I thought it was time
we ended our
little game, Mr. Summers.

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A duel!
No quarter asked,
none given!

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My eyes!
What happened to my power?

124
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(LAUGHS MOCKINGLY)

125
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Your mutant powers
won't work here.

126
00:09:12,250 --> 00:09:14,958
You're in
my world now.

127
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A mental arena
of my creating.
Inside Jean's mind.

128
00:09:21,583 --> 00:09:23,625
Jean, talk to me!

129
00:09:24,500 --> 00:09:26,375
What is this?

130
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My world, my rules,
my choice of weapons.

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Peasant!

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(WYNGARDE LAUGHING)

133
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You can't fight
a whole world,

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you pathetic
little ex-X-Man.

135
00:09:58,875 --> 00:09:59,875
(CYCLOPS SCREAMS)

136
00:10:02,458 --> 00:10:04,833
(WYNGARDE LAUGHS)

137
00:10:07,458 --> 00:10:11,458
Don't go so soon.
It's very rude.

138
00:10:18,750 --> 00:10:21,458
Stop your illusions
and fight like a man!

139
00:10:21,458 --> 00:10:25,000
It's not me
that's doing it,
you blind fool!

140
00:10:25,000 --> 00:10:28,875
Jean's own mind
is helping me
to destroy you.

141
00:10:28,875 --> 00:10:30,833
No, I don't believe it!

142
00:10:36,458 --> 00:10:38,333
You did this to her!

143
00:10:41,333 --> 00:10:42,458
Wyngarde!

144
00:10:44,375 --> 00:10:46,333
Jean, I've come
to free you!

145
00:10:46,333 --> 00:10:48,458
I've already been freed.

146
00:10:48,458 --> 00:10:51,458
Set free from the constraints
of sympathy and morality

147
00:10:51,458 --> 00:10:54,458
that bind ordinary
human beings.

148
00:10:54,458 --> 00:10:58,458
The Phoenix force
inside me
aches for sensation.

149
00:10:58,458 --> 00:11:01,500
Jason Wyngarde
has shown us the way.

150
00:11:01,500 --> 00:11:04,333
Can't you see it
all around you?

151
00:11:04,333 --> 00:11:06,458
There's only darkness.

152
00:11:06,458 --> 00:11:10,500
This is not your mind!
Wyngarde is deceiving you!

153
00:11:10,500 --> 00:11:12,583
(PHOENIX LAUGHS)

154
00:11:12,583 --> 00:11:16,500
The dark joy of destruction!

155
00:11:16,500 --> 00:11:19,875
The end of Scott Summers!

156
00:11:25,458 --> 00:11:26,583
(CYCLOPS GRUNTS)

157
00:11:32,083 --> 00:11:33,750
What? (SCREAMS)

158
00:11:38,333 --> 00:11:39,500
No!

159
00:11:39,500 --> 00:11:41,000
My friend,
what's wrong?

160
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ROGUE: Scott!

161
00:11:43,250 --> 00:11:45,291
Is he alive?

162
00:11:45,291 --> 00:11:48,875
When the mind
is destroyed,
the body cannot live.

163
00:11:48,875 --> 00:11:52,000
As my loving new bride
has helped to demonstrate.

164
00:11:52,000 --> 00:11:54,000
Yes, my queen.

165
00:11:54,500 --> 00:11:58,000
You are everything
I had hoped you to be.

166
00:11:59,000 --> 00:12:01,250
(CYCLOPS GROANING)

167
00:12:04,875 --> 00:12:06,875
Cyclops lives!

168
00:12:08,291 --> 00:12:10,000
How could he have
survived the shock

169
00:12:10,000 --> 00:12:12,125
of the destruction
of his psychic image?

170
00:12:12,125 --> 00:12:13,708
I must know!

171
00:12:15,875 --> 00:12:19,458
He's still
psychically connected
to Jean Grey!

172
00:12:20,000 --> 00:12:22,458
That's why he lives!

173
00:12:22,458 --> 00:12:28,125
So, Wyngarde, your powers
over our guest
are less than absolute.

174
00:12:28,125 --> 00:12:32,458
They are sufficient.
Test them,
if you doubt me.

175
00:12:32,458 --> 00:12:34,750
Agreed.

176
00:12:34,750 --> 00:12:38,083
I offer you the pleasure
of annihilating
this useless X-Man.

177
00:12:38,083 --> 00:12:40,083
Do not do it!

178
00:12:40,083 --> 00:12:42,500
I don't want...

179
00:12:42,500 --> 00:12:44,000
For me...

180
00:12:44,000 --> 00:12:46,750
Correction.
For the Inner Circle.

181
00:12:46,750 --> 00:12:49,375
For new sensations,
my love.

182
00:12:50,166 --> 00:12:54,500
PHOENIX:
For this new sensation,
the rapture of destruction,

183
00:12:54,500 --> 00:13:00,083
for the pleasure
of the Phoenix!
The unbound joy of evil!

184
00:13:01,166 --> 00:13:04,166
Leland!
You unmitigated fool!

185
00:13:04,166 --> 00:13:07,083
You swore to me
that Wolverine had drowned.

186
00:13:07,083 --> 00:13:08,875
Here's Johnny!

187
00:13:08,875 --> 00:13:11,000
WYNGARDE:
Stop him! Now!

188
00:13:12,250 --> 00:13:14,875
(WOLVERINE SCREAMING)

189
00:13:16,000 --> 00:13:17,000
(GRUNTS)

190
00:13:18,000 --> 00:13:19,583
Get up, Wolverine!

191
00:13:22,458 --> 00:13:24,833
WYNGARDE:
You see, Sebastian.

192
00:13:24,833 --> 00:13:29,416
Our new queen is more
powerful than the rest of
the Inner Circle combined!

193
00:13:29,416 --> 00:13:32,166
And I control her.

194
00:13:32,166 --> 00:13:38,291
Will you yield your place
as chairman
or do I have to take it?

195
00:13:38,291 --> 00:13:40,125
Don't make me laugh.

196
00:13:40,125 --> 00:13:42,125
The Inner Circle will never
follow a mutant

197
00:13:42,125 --> 00:13:45,708
whose only power
is circus trickery!
Leland!

198
00:13:45,708 --> 00:13:49,125
You've called me a fool
once too often.

199
00:13:51,083 --> 00:13:53,083
Pierce?

200
00:13:53,083 --> 00:13:56,208
What Wyngarde says
about our new
queen's power is true.

201
00:14:01,583 --> 00:14:04,416
Will you turn against
me, too, Emma?

202
00:14:04,416 --> 00:14:09,166
You wanted a new queen.
Now you have her.

203
00:14:11,166 --> 00:14:14,208
You think you people
can get away with this?

204
00:14:14,208 --> 00:14:16,750
I'll destroy
you all!

205
00:14:24,708 --> 00:14:27,833
JEAN:
Wolverine, you're supposed
to be resting.

206
00:14:27,833 --> 00:14:30,000
Even you can't
heal this fast.

207
00:14:31,083 --> 00:14:32,875
Don't bet on it, Redd.

208
00:14:32,875 --> 00:14:34,708
Sabretooth
nearly killed you.

209
00:14:34,708 --> 00:14:37,000
Someday I'll learn
not to let my guard down.

210
00:14:37,000 --> 00:14:38,083
(GROANS)

211
00:14:38,083 --> 00:14:39,208
Oh, no!

212
00:14:40,875 --> 00:14:42,375
Jean?

213
00:14:42,375 --> 00:14:45,208
I've got to go.

214
00:14:46,208 --> 00:14:48,083
Cyclops
is waiting for me.

215
00:14:48,083 --> 00:14:49,208
So am I.

216
00:14:50,583 --> 00:14:51,708
Oh, no!

217
00:14:52,583 --> 00:14:53,833
Logan!

218
00:14:56,000 --> 00:14:57,458
What have I done?

219
00:14:57,458 --> 00:15:00,375
What have I let
the Phoenix do to Scott?

220
00:15:00,375 --> 00:15:04,708
My queen,
I have a more important
job for you.

221
00:15:05,416 --> 00:15:08,458
Destroy Sebastian Shaw!

222
00:15:08,458 --> 00:15:10,208
Now wait a minute!

223
00:15:10,708 --> 00:15:13,166
(PHOENIX LAUGHS MANIACALLY)

224
00:15:13,708 --> 00:15:16,875
Wyngarde, you've lost
your hold over her!

225
00:15:16,875 --> 00:15:18,458
No, I couldn't have!

226
00:15:18,458 --> 00:15:22,250
No one can control
the power of the Phoenix.

227
00:15:22,250 --> 00:15:24,458
(CYCLOPS GROANING)

228
00:15:25,250 --> 00:15:27,250
Jean, it's you.

229
00:15:28,250 --> 00:15:30,250
Talk to me! Help me!

230
00:15:32,208 --> 00:15:37,208
PHOENIX: I tire
of your squabbling.
Amuse yourselves.

231
00:15:44,250 --> 00:15:46,208
(LELAND SCREAMING)

232
00:15:48,250 --> 00:15:52,250
I need no help from a woman
to destroy the X-Men.

233
00:15:52,250 --> 00:15:57,375
I can absorb
all their powers.
Go ahead. Try it.

234
00:15:58,250 --> 00:15:59,250
(SHAW SCREAMS)

235
00:16:02,083 --> 00:16:05,125
Thanks, mon ami.
Leave the others
to Gambit.

236
00:16:05,125 --> 00:16:07,291
I'll hang on
to this one.

237
00:16:07,291 --> 00:16:08,291
(GAMBIT GRUNTS)

238
00:16:12,291 --> 00:16:14,291
She play rough!

239
00:16:14,291 --> 00:16:16,291
(GRUNTING)

240
00:16:19,291 --> 00:16:21,208
You're half bronco!

241
00:16:23,333 --> 00:16:24,708
Stop them!

242
00:16:26,333 --> 00:16:27,958
What in the world?

243
00:16:27,958 --> 00:16:28,958
(ROGUE GRUNTS)

244
00:16:30,750 --> 00:16:34,500
I'll get my queen.
I can still control her.

245
00:16:50,333 --> 00:16:55,250
Winds, rise and sweep
the thorns from our path!

246
00:16:57,333 --> 00:16:59,333
(MERCENARIES SCREAMING)

247
00:17:01,958 --> 00:17:04,833
People, mop up in here.
I have to find Jean.

248
00:17:07,166 --> 00:17:11,583
Forgive me, Mr. Shaw,
for dropping in uninvited.

249
00:17:11,583 --> 00:17:15,000
There's the fat pig
who dumped me in the sewer.

250
00:17:15,000 --> 00:17:16,458
Let's dance.

251
00:17:16,458 --> 00:17:18,500
Keep away! Uh-oh!

252
00:17:22,291 --> 00:17:24,000
SHAW: Stop it!

253
00:17:24,000 --> 00:17:26,958
You cannot absorb
what is not
focused upon you.

254
00:17:26,958 --> 00:17:29,375
Clever, but ineffective.

255
00:17:29,375 --> 00:17:33,166
My mutant power absorbs
the energy you use against me.

256
00:17:36,875 --> 00:17:40,208
The Inner Circle is
not so easily defeated!

257
00:17:40,208 --> 00:17:44,291
Ice, snow,
vent your fury!

258
00:17:44,291 --> 00:17:47,500
(STUTTERING)
You can't do this to me!

259
00:17:50,500 --> 00:17:52,208
(PEOPLE CLAMORING)

260
00:17:52,208 --> 00:17:53,875
FROST: Get out of my way!

261
00:18:00,416 --> 00:18:03,416
Jean?
Jean, where are you?

262
00:18:05,750 --> 00:18:09,708
Lowlifes, pretenders!
I'll show you!

263
00:18:10,458 --> 00:18:11,458
(STORM GRUNTS)

264
00:18:15,000 --> 00:18:18,333
No one can defeat
Sebastian Shaw.

265
00:18:22,416 --> 00:18:26,000
You couldn't manage
a heat wave,
by any chance?

266
00:18:37,583 --> 00:18:39,625
Thanks for
the hand, sugar!

267
00:18:39,625 --> 00:18:43,416
I bet these cybernetic things
cost an arm and a leg.

268
00:18:49,458 --> 00:18:51,166
This way!

269
00:18:51,166 --> 00:18:53,500
We've lost because of
Wyngarde's incompetence!

270
00:18:53,500 --> 00:18:59,250
But the Inner Circle lives.
We will get our revenge.

271
00:19:05,458 --> 00:19:09,500
GAMBIT: Look like
the hotshot Inner Circle
high-tailed it out of here.

272
00:19:09,500 --> 00:19:11,833
But where's Jean
and Cyclops?

273
00:19:16,750 --> 00:19:20,208
My dearest, you have
succumbed to your nightmare
again, my darling.

274
00:19:20,208 --> 00:19:22,208
But fear not.

275
00:19:22,208 --> 00:19:24,583
I have come to rescue you,
to take you back
to your real life.

276
00:19:24,583 --> 00:19:27,250
To our life together.

277
00:19:28,583 --> 00:19:33,583
Your pathetic attempt
to use me
has opened my eyes!

278
00:19:34,458 --> 00:19:38,291
No! Please!
I cared for you! I...

279
00:19:40,458 --> 00:19:44,208
You had me do evil
to gain you power.

280
00:19:44,208 --> 00:19:47,750
But through this body,
I felt the thrill
of that evil.

281
00:19:47,750 --> 00:19:51,125
Now I thirst for more!

282
00:19:52,208 --> 00:19:53,583
(CHOKING)

283
00:19:54,291 --> 00:19:57,583
I am too powerful
for your illusions.

284
00:19:58,458 --> 00:20:03,208
Let the world see
how truly ugly you are.

285
00:20:04,208 --> 00:20:09,000
Would you like to
see me as I truly am,

286
00:20:09,583 --> 00:20:11,708
my love?

287
00:20:20,500 --> 00:20:22,500
Jean? Jean?

288
00:20:23,958 --> 00:20:28,000
The mortal Jean Grey
is no more.

289
00:20:28,000 --> 00:20:31,583
I am fire made flesh!

290
00:20:31,583 --> 00:20:34,125
Power incarnate!

291
00:20:34,125 --> 00:20:38,875
I am the Dark Phoenix!

292
00:20:38,875 --> 00:20:41,500
Jean? No!

293
00:20:46,000 --> 00:20:47,875
(THEME MUSIC PLAYING)