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NARRATOR:
Previously onX-Men...

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00:00:03,250 --> 00:00:05,375
SHAW:
You X-Men were
allowed to enter,

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00:00:05,375 --> 00:00:07,458
so that I could have
the pleasure of
introducing you

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00:00:07,458 --> 00:00:10,291
to the Inner Circle's
newest member.

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00:00:10,958 --> 00:00:13,291
WYNGARDE: To our new queen!

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00:00:13,291 --> 00:00:15,708
ALL: Our new queen!

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00:00:15,708 --> 00:00:17,500
Jean!

8
00:00:17,500 --> 00:00:20,333
We can't
deceive and control
the Phoenix forever.

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00:00:20,333 --> 00:00:24,500
Some day she'll discover
the truth, and turn against
the Inner Circle.

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00:00:24,500 --> 00:00:29,500
PHOENIX:
Your pathetic attempt to
use me has opened my eyes!

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00:00:29,500 --> 00:00:31,375
No! Please!

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00:00:33,250 --> 00:00:36,833
You had me do evil
to gain you power.

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00:00:36,833 --> 00:00:40,500
But through this body,
I felt the thrill of
that evil.

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00:00:40,500 --> 00:00:43,750
Now I thirst for more!

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00:00:44,750 --> 00:00:48,583
Jean, it's you.
Talk to me! Help me!

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00:00:49,000 --> 00:00:53,625
PHOENIX:
For this new sensation,
the rapture of destruction,

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00:00:53,625 --> 00:00:59,000
for the
pleasure of the Phoenix!
The unbound joy of evil!

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00:00:59,750 --> 00:01:03,750
The mortal
Jean Grey is no more.

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I am
fire made flesh!
Power incarnate!

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I am the Dark Phoenix!

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(THEME MUSIC PLAYING)

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Do not do it.

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Oh, dear.

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(SHRIEKING)

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You wish me to
return to the cold
nothingness of space?

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You wish me to
give up the body?

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Never!

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There is a power
beyond good and
evil,

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the power to create
and the power to destroy.

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Jean, can you hear me?

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Jean Grey
can hear nothing.
Speak only to the Phoenix.

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Jean, fight it!
Use the powers
of your mind.

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Remember what we
mean to each other.

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Jean, please,
don't leave me.

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00:03:09,125 --> 00:03:12,250
Scott? Scott, help me.

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Enough!
You are of
no use to me.

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(ALL SCREAMING)

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WOLVERINE: Ducks.

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I hate ducks.

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Gambit can't help but notice
you save him, chere,
and not Wolverine.

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Must be
my way with women.

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Don't flatter yourself,
swamp-boy.

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(GAMBIT GRUNTS)

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Little piece of advice,
Cajun.

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Never make that
woman mad at you.

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00:03:48,291 --> 00:03:51,375
Speaking of mood swings,
what's bugging the Phoenix?

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She used to
be on our side.

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I fear
Xavier's intuition
has proved prescient.

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00:03:56,583 --> 00:04:00,125
Through
Jean's keen human senses,
the Phoenix has experienced

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00:04:00,125 --> 00:04:03,125
exhilarating new sensations
and emotions.

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I doubt
she wants to
give them up.

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Why not ask her?

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WOLVERINE:
Better ask her real nice.

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Your destiny is
at its end, X-Men.

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00:04:13,458 --> 00:04:18,250
The Dark Phoenix has
come to destroy you all!

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Defend yourselves.

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00:04:24,208 --> 00:04:27,458
But remember, Jean is up
there with her. Be careful.

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I call upon
the power of
the hurricane!

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(ALL GRUNTING)

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Hang on, sugar.

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(PHOENIX LAUGHING)

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Do you really think
your puny powers mean
anything to me?

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Forgive me, Jean.

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This is too easy.

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You provide me
only annoyance,
frustration.

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The power of lightning!

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Why does the body excite
when I must struggle to
get at them?

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(STORM SCREAMS)

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Get away from her, you witch!

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What in the world?

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Uh-oh!

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(WOLVERINE GRUNTS)

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Why does
the sensation lessen
when the opponent is weak?

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Cyclops, now!

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No!

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ROGUE: Beast!

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Fools! Do you think
I need eyes to see,
ears to hear?

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Shouldn't have
done that, gal.

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Let's see how cocky you are
once I've drained off some
of your power.

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Stop it!

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(ROGUE SCREAMS)

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Is this all you
can do against me?

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This is too easy.

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Give her back!

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Why do you care
about this body?

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I love her.

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Love? I do not understand.
Your answer is unacceptable.

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(GRUNTS)

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Scott? What have I done?

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I love you, Scott.

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No matter
what the future holds,
I will always love you.

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Never forget.

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(ALL GROANING)

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Jeannie.

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Life readings, Eluke?
As if I didn't already know.

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Nothing, Captain.

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The D'Bari star system is
as devoid of life
as the others.

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It seems such a waste.

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An entire
universe out there,
waiting to be discovered,

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and we're asked to
map dead star systems.

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Who knows?
Maybe one day we
shall find something.

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(SCANNER BEEPING)

103
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What is it?
What's happening?

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I don't know.

105
00:08:13,833 --> 00:08:15,625
(ALARM BLARING)

106
00:08:18,458 --> 00:08:21,375
Eluke!
What was that? A comet?

107
00:08:21,375 --> 00:08:25,083
No. It is alive!

108
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It just plunged into
the sun.

109
00:08:31,375 --> 00:08:33,416
Surely, it cannot
have survived.

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According to my readings,
Captain, the creature is
still alive.

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Not only alive, but feeding!

112
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Feeding? On a star?

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Engine room!
Full forward, now!

114
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All engines stop!

115
00:09:00,583 --> 00:09:03,125
Why are we stopping?
Get us out of here!

116
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No.

117
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That thing, whatever it is,
just destroyed an entire
star system.

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If those planets
had been inhabited,

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billions of innocent beings
would have been wiped out.

120
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We must
destroy that creature
before it feeds again.

121
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Eluke,
where is the creature now?

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Gone. Just gone!

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Connect me
with the Empress.

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LILANDRA: No,
do not pursue,
return to me now.

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-Gladiator.
-Yes, my Empress!

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Assemble the Imperial Guard
immediately

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and make ready the
Imperial Star Cruiser!

128
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What has happened,
my Empress?

129
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Our worst nightmare.

130
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I'm afraid Jean Grey
no longer exists.

131
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When she first inhabited
Jean's body,
we were thankful.

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00:10:09,958 --> 00:10:13,166
Jean helped her
protect us
from the M'Kraan Crystal.

133
00:10:13,583 --> 00:10:18,166
But now, Jean has been
overwhelmed by
the alien force within her.

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As long as Jean is alive,
we can't stop trying.

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Of course, Scott,
but we must also
be honest with ourselves

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about the depth
of the problem.

137
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Unless the Phoenix agrees
to leave Jean's body,

138
00:10:30,833 --> 00:10:33,333
I see no way to
save our friend.

139
00:10:33,333 --> 00:10:34,333
(GROANS IN PAIN)

140
00:10:35,208 --> 00:10:37,375
Professor,
she's coming back.

141
00:10:47,250 --> 00:10:48,875
She's coming back.

142
00:10:48,875 --> 00:10:51,250
How do you know
the Phoenix is returning?

143
00:10:51,250 --> 00:10:55,000
Jean is returning.
Our psychic rapport
is still functioning.

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We will do everything in
our power to protect Jean.

145
00:10:58,250 --> 00:11:01,375
But at the same time,
we must do all we can

146
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to defeat
the Phoenix within her or
our world will not survive.

147
00:11:06,250 --> 00:11:09,583
How do you beat something
that can melt you in
a split second?

148
00:11:09,583 --> 00:11:11,583
-That's it!
-What's it?

149
00:11:11,583 --> 00:11:13,875
Why hasn't the Phoenix
melted us?

150
00:11:13,875 --> 00:11:15,833
How should I know?

151
00:11:15,833 --> 00:11:19,333
Because Jean has at least
some control
over the creature.

152
00:11:19,333 --> 00:11:21,875
That means there's
still hope of
reaching her.

153
00:11:21,875 --> 00:11:24,833
Ah, yes, its mind.

154
00:11:24,833 --> 00:11:30,083
The Inner Circle controlled
the Phoenix-Jean entity,
at least for a time,

155
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by attacking its
most vulnerable spot.

156
00:11:32,833 --> 00:11:35,583
But, Beast,
it's Jean's mind!

157
00:11:35,583 --> 00:11:40,500
I do not propose
to harm her mind,
only disable it.

158
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A mnemonic scrambling device
would temporarily prevent her

159
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from forming
coherent thought.

160
00:11:46,333 --> 00:11:49,208
That could cause the creature
to leave her!

161
00:11:49,208 --> 00:11:51,500
My thoughts, exactly.

162
00:11:51,500 --> 00:11:54,125
How could I
have not seen it?

163
00:11:54,125 --> 00:11:57,333
All those weeks we worked
to make Jean whole again,

164
00:11:57,333 --> 00:11:59,833
simply made her
the perfect host.

165
00:12:01,166 --> 00:12:04,375
Phoenix, why do you still
inhabit Jean's body?
Your work is done.

166
00:12:04,375 --> 00:12:06,583
You do her harm by remaining!

167
00:12:06,583 --> 00:12:09,000
(PHOENIX LAUGHING MANIACALLY)

168
00:12:28,708 --> 00:12:31,708
One mnemonic scrambler,
made-to-order.

169
00:12:33,583 --> 00:12:36,416
Now, to find a suitable
test subject.

170
00:12:36,416 --> 00:12:38,458
Volunteers?

171
00:12:42,375 --> 00:12:43,625
(GROANS IN PAIN)

172
00:12:44,375 --> 00:12:46,375
-What is it?
-It's Jean.

173
00:12:46,875 --> 00:12:48,208
I feel her presence.

174
00:12:48,208 --> 00:12:49,875
Where? Here?

175
00:12:49,875 --> 00:12:54,625
No, somewhere near.
A place from her past.

176
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A place full of
emotional memories.

177
00:13:03,250 --> 00:13:06,208
Mom, Dad, I'm home.

178
00:13:12,583 --> 00:13:14,875
Mom? Dad?

179
00:13:16,291 --> 00:13:18,375
Mom? Are you here?

180
00:13:20,583 --> 00:13:22,125
Prometheus!

181
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(HISSING)

182
00:13:23,583 --> 00:13:27,166
Prometheus, it's me.
Jean.

183
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(SQUEAKING)

184
00:13:57,208 --> 00:13:58,208
(VEHICLE APPROACHING)

185
00:14:06,125 --> 00:14:08,750
Daddy? Daddy's home!

186
00:14:18,458 --> 00:14:21,125
Daddy? Is that you?

187
00:14:21,583 --> 00:14:26,000
Daddy? Where are you going?
Daddy?

188
00:14:27,750 --> 00:14:30,458
Forgive me, chere,
this is the only way.

189
00:14:30,458 --> 00:14:31,583
Fools!

190
00:14:35,458 --> 00:14:37,875
ROGUE: Why ain't that
brain buster working?

191
00:14:37,875 --> 00:14:41,250
Patience, Rogue.
It should take
effect momentarily.

192
00:14:42,833 --> 00:14:46,500
Jean, my friend!
Do not reject our help.

193
00:14:46,500 --> 00:14:47,958
Let your mind...

194
00:14:47,958 --> 00:14:49,458
I have no friends!

195
00:14:51,000 --> 00:14:53,416
ROGUE: What is this,
"Catch the X-Men" day?

196
00:14:54,875 --> 00:14:58,583
Her mind is more powerful
than anything
I could imagine.

197
00:14:58,583 --> 00:15:01,416
She has overloaded
the scrambler's circuitry.

198
00:15:02,625 --> 00:15:04,958
We knew
it could come to this.

199
00:15:08,000 --> 00:15:09,000
We got to end it.

200
00:15:09,000 --> 00:15:10,250
Logan?

201
00:15:10,250 --> 00:15:11,500
-Jean?
-Do it.

202
00:15:12,458 --> 00:15:14,833
Quickly, while I
still have control.

203
00:15:14,833 --> 00:15:16,458
Stop her now!

204
00:15:18,833 --> 00:15:20,500
I can't!

205
00:15:20,500 --> 00:15:23,958
Please, if you truly
love me, don't let her...

206
00:15:24,875 --> 00:15:29,000
You should
have destroyed me
when you had the chance.

207
00:15:33,500 --> 00:15:38,166
What a pity, Beast.
I've ruined your
little toy.

208
00:15:41,833 --> 00:15:45,708
Now we'll play on my terms!

209
00:15:48,125 --> 00:15:50,875
CYCLOPS: Let them go. Jean.

210
00:15:51,500 --> 00:15:54,708
Jean Grey
no longer exists!

211
00:15:54,708 --> 00:15:58,458
I know
you're there, Jean.
I can still feel you.

212
00:15:58,958 --> 00:16:01,583
You cannot
destroy your friends.

213
00:16:02,875 --> 00:16:05,708
Don't be so sure!

214
00:16:05,708 --> 00:16:07,583
I love you, Jean.

215
00:16:07,583 --> 00:16:10,083
We all love you.
And you love us.

216
00:16:10,583 --> 00:16:14,958
You love me. Nothing
will ever change that.

217
00:16:14,958 --> 00:16:18,000
Scott? Scott, I...

218
00:16:18,000 --> 00:16:19,291
(JEAN SCREAMS)

219
00:16:19,291 --> 00:16:20,458
CYCLOPS: Jean!

220
00:16:28,000 --> 00:16:32,583
I'm sorry, Scott,
but I had to attack her mind
while she was distracted.

221
00:16:32,583 --> 00:16:35,000
As long as I've got
her back, safe and...

222
00:16:35,000 --> 00:16:36,958
I only stunned her.

223
00:16:36,958 --> 00:16:40,250
The creature inside her
must be destroyed now.
Quickly.

224
00:16:40,250 --> 00:16:42,583
-No.
-Now. Before she...

225
00:16:42,583 --> 00:16:45,583
Recovers? You're too late.

226
00:16:51,083 --> 00:16:53,250
And as for you...

227
00:16:53,250 --> 00:16:54,875
(XAVIER SCREAMS)

228
00:16:55,625 --> 00:17:00,583
You once told Jean Grey
that the greatest joy
a teacher has

229
00:17:00,583 --> 00:17:04,333
is to
be surpassed
by his own pupil.

230
00:17:04,333 --> 00:17:05,875
Enjoy!

231
00:17:05,875 --> 00:17:07,583
JEAN: Stop!

232
00:17:07,583 --> 00:17:10,458
I won't allow you
to enter my...

233
00:17:10,458 --> 00:17:12,250
(JEAN SCREAMING)

234
00:17:15,583 --> 00:17:20,375
In the battlefield
of the mind,
my will shall prevail!

235
00:17:20,375 --> 00:17:24,166
Do you really think
your puny mind
is a match for mine?

236
00:17:35,333 --> 00:17:40,083
As you once used
the power of the Phoenix
to bind the M'Kraan Crystal,

237
00:17:40,083 --> 00:17:43,375
I now
bind the Phoenix
with the power of...

238
00:17:43,375 --> 00:17:45,583
(XAVIER SCREAMING)

239
00:17:55,875 --> 00:18:00,000
The conceit of you humans,
the arrogance!

240
00:18:02,875 --> 00:18:08,833
Jean. If you can
hear me, help me.
Help me. Help me.

241
00:18:10,708 --> 00:18:15,875
This can't be. I am Phoenix!

242
00:18:15,875 --> 00:18:19,708
I now bind the Phoenix
with the power of my mind!

243
00:18:19,708 --> 00:18:21,458
No!

244
00:18:24,708 --> 00:18:26,875
No!

245
00:18:30,458 --> 00:18:31,708
(XAVIER GROANS)

246
00:18:31,708 --> 00:18:32,750
(JEAN GROANS)

247
00:18:34,166 --> 00:18:35,375
Professor!

248
00:18:36,125 --> 00:18:37,333
CYCLOPS: Jean!

249
00:18:44,000 --> 00:18:46,708
Professor,
will she be all right?

250
00:18:46,708 --> 00:18:48,416
Jeannie.

251
00:18:48,416 --> 00:18:51,625
The Phoenix is contained,
for now.

252
00:18:51,625 --> 00:18:55,708
I could never have defeated
the Phoenix if Jean herself
had not helped me.

253
00:18:55,708 --> 00:18:59,416
The strength of her
mind is truly awesome.

254
00:19:00,708 --> 00:19:02,375
Hi, four-eyes.

255
00:19:02,375 --> 00:19:04,083
Hi yourself, tiger.

256
00:19:09,125 --> 00:19:10,458
ROGUE: We got company.

257
00:19:10,458 --> 00:19:11,583
CYCLOPS: The Shi'ar.

258
00:19:15,583 --> 00:19:17,250
Greetings, Charles.

259
00:19:17,250 --> 00:19:20,291
Lilandra!
What is the matter?

260
00:19:20,708 --> 00:19:23,583
Why didn't you alert
me telepathically?

261
00:19:23,583 --> 00:19:29,583
Charles Xavier, it is
the decision of the High
Council of the Shi'ar Empire

262
00:19:29,583 --> 00:19:33,708
that the being known both
as the Phoenix and as
Jean Grey,

263
00:19:33,708 --> 00:19:36,000
must be destroyed!

264
00:19:36,000 --> 00:19:38,375
Lilandra, stop this!

265
00:19:38,375 --> 00:19:43,625
For the sake
of all that live,
Jean Grey must perish.

266
00:19:52,458 --> 00:19:53,958
(THEME MUSIC PLAYING)