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00:00:01,708 --> 00:00:03,000
NARRATOR:
Previously onX-Men...

2
00:00:03,250 --> 00:00:05,750
Your destiny is
at its end, X-Men.

3
00:00:05,750 --> 00:00:10,875
The Dark Phoenix has
come to destroy you all!

4
00:00:11,583 --> 00:00:15,583
That thing, whatever it is,
just destroyed an entire
star system.

5
00:00:16,250 --> 00:00:19,583
We must
destroy that creature
before it feeds again.

6
00:00:19,583 --> 00:00:23,333
LILANDRA:
Gladiator, assemble the
Imperial Guard immediately

7
00:00:23,333 --> 00:00:25,458
and make ready the
Imperial Star Cruiser!

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00:00:25,458 --> 00:00:27,291
What has happened,
my Empress?

9
00:00:27,291 --> 00:00:29,416
Our worst nightmare.

10
00:00:29,416 --> 00:00:32,208
I won't allow you
to enter my...

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(JEAN SCREAMING)

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Jean. Help me.
Help me. Help me.

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This can't be! No!

14
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The Phoenix is contained,
for now.

15
00:00:46,000 --> 00:00:48,125
Lilandra!

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00:00:48,125 --> 00:00:51,583
It is the decision
of the High Council
of the Shi'ar Empire,

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00:00:51,583 --> 00:00:55,208
that the being known both
as the Phoenix and as
Jean Grey,

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00:00:55,208 --> 00:00:57,125
must be destroyed!

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(THEME MUSIC PLAYING)

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Capture Jean Grey!

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Don't let them through!

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You got that right!

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LILANDRA:
Do not resist, X-Men!

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00:02:09,583 --> 00:02:10,708
No!

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00:02:10,708 --> 00:02:12,208
(SPEAKING ALIEN LANGUAGE)

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(LILANDRA
SPEAKING ALIEN LANGUAGE)

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They stopped! Why?

28
00:02:17,583 --> 00:02:20,375
Maybe they want to
live a little longer.

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I have probed
Lilandra's mind.

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The Shi'ar
have an ancient law,

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the challenge
to a duel of honor
which cannot be refused.

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I have made the challenge
in our names.

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In all of our names?

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It is the only way
to save Jean's life.

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00:02:37,583 --> 00:02:39,875
So let's get to it.

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(SPEAKING ALIEN LANGUAGE)

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What happened?

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I believe that the technology
involves molecular dispersal
and reconstitution.

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In the vernacular,
we were moved.

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CYCLOPS: Lilandra, the
X-Men were your friends,
why have you kidnapped us?

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You are my friends.
I owe you my life
and my throne.

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CYCLOPS:
Then why not trust
us to deal with Jean?

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LILANDRA:
The Phoenix
is too powerful.

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Once, she existed
only to serve our
empire.

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Now she lives only to
experience new sensations.

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The planets were,
fortunately, uninhabited.

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00:03:30,333 --> 00:03:35,875
But what of next time?
Soon single stars will
not satiate her.

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She will consume galaxies.

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Like the
crystal that spawned her,
she can destroy all that is!

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I have no choice.

51
00:03:46,416 --> 00:03:49,375
But Professor Xavier
has cured her!

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00:03:49,375 --> 00:03:53,875
Scott, the Phoenix
may be under control,
but she is still within me.

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To kill
an innocent creature to
get at another is barbarous!

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Lilandra,
I have invoked the
challenge of "Arin'nn Haelar!"

55
00:04:03,958 --> 00:04:05,750
You cannot refuse it!

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00:04:05,750 --> 00:04:08,958
Take no solace
in your cleverness.

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You have only compounded
the tragedy.

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The Shi'ar empire
does not act alone,

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Phoenix is a creature
of such immense power,

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that
she threatens
stellar empires

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that were ancient
before your sun
had planets.

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00:04:25,708 --> 00:04:28,750
I must consult them.

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00:04:28,750 --> 00:04:32,166
Earthers
are a stubborn
breed, but honorable.

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00:04:32,166 --> 00:04:34,416
The Kree do not
object to this duel!

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Nor do I,
Empress of the Skrulls,

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provided the X-Men
are not permitted
to win!

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You'll have your duel,
Charles Xavier.

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Though I fear
you will live to regret
what you have done this day.

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00:04:53,458 --> 00:04:56,833
Beast, there is a question
I must ask of you.

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00:04:56,833 --> 00:04:59,333
You wonder
if we are on
the right side.

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She is someone I love,
as I would love a sister.

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Of course,
but there is far
more at stake here, Ororo.

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Jean has
committed no crime,
has injured no one.

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Yet, we are asked
to allow her to
be destroyed

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to prevent the possible
future crimes of another.

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00:05:15,250 --> 00:05:18,458
But she has given
Jean a trial by combat.

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00:05:18,458 --> 00:05:22,875
Such a trial is no
contest of reason,
it is a war.

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Such a position
mocks justice.
Lilandra is wrong.

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WOLVERINE: You're
getting slow, gumbo!

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GAMBIT: Gambit will be ready.

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Could Lilandra be right?

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Is Phoenix too
dangerous to exist?

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Maybe,

84
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but if push comes to shove
I stand by Jean all the way.

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XAVIER, TELEPATHICALLY:
Lilandra, let our minds
join as one.

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We must not
let these events
wither our love, Lilandra.

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LILANDRA:
I wish only to
cherish you, Charles.

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00:06:02,458 --> 00:06:07,416
Then help me.
Join with me to
contain the Phoenix.

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That was unworthy of you.

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Lilandra,
you do not understand...

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00:06:14,875 --> 00:06:18,458
I am Empress of
the Shi'ar Empire.

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My duty, before
the longings of
my heart,

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is to
protect those
in my dominion!

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Please, Lilandra,
it doesn't have
to be... No!

95
00:06:39,375 --> 00:06:42,708
I can't
help thinking, Rogue,
what if Lilandra's right?

96
00:06:42,708 --> 00:06:46,500
If the psychic
circuit breakers Xavier
placed in Jean's mind fail,

97
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a universe full of innocent
life would be at the
Phoenix's mercy.

98
00:06:50,416 --> 00:06:53,166
I know
how much you love Jean.

99
00:06:53,166 --> 00:06:58,000
It's the kind of love I've
always wanted in my life,
but never had.

100
00:06:58,000 --> 00:07:00,333
This must be
tearing you apart.

101
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I know
what you're
asking yourself.

102
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If I were
in Lilandra's place,
would I act any differently?

103
00:07:06,583 --> 00:07:09,208
I'd like to think, I would.

104
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No matter what the cost?

105
00:07:11,458 --> 00:07:14,125
You're wearing
your old X-Men
uniform.

106
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It is how you first
knew me. It felt right.

107
00:07:19,291 --> 00:07:21,000
My daddy always said,

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"Two's company,
and three's an
eavesdropper."

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Jean...

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I destroyed
a solar system
and reveled in it.

111
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Phoenix did! Not you.

112
00:07:32,625 --> 00:07:35,958
What if she breaks free?
What if...

113
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What if the next
world we ravage
is Earth?

114
00:07:40,208 --> 00:07:43,333
Jean, you're not evil.
You can win.

115
00:07:43,333 --> 00:07:45,083
We can stop Phoenix!

116
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No, Scott,
before you say any more,

117
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see my fears
and then give
me your answer.

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I can imagine
losing control again.

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Only this time, my victims
would be my friends.

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And the world
that I call home.

121
00:08:17,583 --> 00:08:20,291
Am I worth the risk?

122
00:08:20,291 --> 00:08:22,875
You're worth
everything there is.

123
00:08:23,625 --> 00:08:27,208
I love you, too, Scott.
With all my heart.

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00:08:29,583 --> 00:08:32,583
The X-Men
will battle
the Imperial Guard

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00:08:32,583 --> 00:08:35,750
in the uncharted blue
area of Earth's moon.

126
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If the X-Men win,
those who survive
will be set free.

127
00:08:40,500 --> 00:08:43,125
If my
Imperial Guard wins,

128
00:08:43,125 --> 00:08:48,583
Phoenix, Jean Grey,
is ours to do with
as we will.

129
00:08:50,250 --> 00:08:52,458
Technician,
beam them down.

130
00:08:57,083 --> 00:09:00,458
The X-Men face hopeless odds,
Your Majestrix.

131
00:09:00,458 --> 00:09:04,375
But they're exceptional
beings. Suppose they win?

132
00:09:04,375 --> 00:09:09,625
They will not win, Araki.
They cannot win.

133
00:09:14,708 --> 00:09:17,750
Looks like some
spooky Mardi Gras.

134
00:09:17,750 --> 00:09:19,375
Fascinating!

135
00:09:19,375 --> 00:09:22,625
These ruins mean the
moon was once inhabited!

136
00:09:22,625 --> 00:09:26,500
I can fly and we
can all breathe.

137
00:09:26,500 --> 00:09:30,625
Wait! I'm picking up
multiple telepathic
impressions.

138
00:09:30,625 --> 00:09:32,208
Over there.

139
00:09:37,583 --> 00:09:39,625
Looks like
it's show time.

140
00:09:39,625 --> 00:09:41,583
Remember the plan,

141
00:09:41,583 --> 00:09:43,833
we split up into teams
and start hitting and
running

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00:09:43,833 --> 00:09:45,583
until we whittle them down!

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STARBOLT: You can
neither hide nor
escape from us!

144
00:09:48,583 --> 00:09:50,708
Guess again, hot shot!

145
00:09:59,375 --> 00:10:00,583
(SCREAMS)

146
00:10:05,375 --> 00:10:06,875
GAMBIT: The party's
started without us!

147
00:10:07,333 --> 00:10:13,250
Oh, dear, we have met
the enemy, and he is big.

148
00:10:13,250 --> 00:10:16,708
We offer you the choice
of honorable surrender.

149
00:10:16,708 --> 00:10:19,250
Stuff your offer, tin man!

150
00:10:20,500 --> 00:10:22,750
Where'd you come from?

151
00:10:25,458 --> 00:10:26,708
Gambit!

152
00:10:28,750 --> 00:10:31,250
Gambit is much obliged,
my brave belle.

153
00:10:31,250 --> 00:10:33,375
I look forward to
making it up to you.

154
00:10:33,583 --> 00:10:35,708
EARTHQUAKE: Nice try!

155
00:10:35,708 --> 00:10:41,291
But you can't
fight a man who controls
the ground under your feet.

156
00:10:42,166 --> 00:10:47,333
Controlling
the dirt is nothing to one
who commands wind and rain!

157
00:10:48,333 --> 00:10:49,333
(SCREAMS)

158
00:10:56,000 --> 00:10:59,333
First round to the
Imperial Guard,
Hussar.

159
00:10:59,333 --> 00:11:00,583
A good omen!

160
00:11:00,583 --> 00:11:02,500
You have angered Starbolt!

161
00:11:02,500 --> 00:11:05,458
My rage is feared
throughout the empire!

162
00:11:09,458 --> 00:11:11,708
Honey,
you're giving
me goose bumps!

163
00:11:16,625 --> 00:11:19,208
If you want me,
you got to catch me first.

164
00:11:19,208 --> 00:11:22,708
You're fast as a swamp bug
on a hot skillet!

165
00:11:22,708 --> 00:11:24,958
Let's see if
you're as nimble!

166
00:11:29,625 --> 00:11:30,958
Guess not.

167
00:11:31,750 --> 00:11:35,625
Organics are too
slow to fight Warstar.

168
00:11:36,166 --> 00:11:38,750
Your
elimination
is inevitable.

169
00:11:46,291 --> 00:11:48,875
Initiate repair sequence.

170
00:11:49,625 --> 00:11:51,000
Take your time.

171
00:11:51,000 --> 00:11:53,166
Arrogant fool!

172
00:11:53,166 --> 00:11:57,250
To fight the Imperial Guard
is to face the wrath of
Gladiator!

173
00:11:58,125 --> 00:11:59,416
WOLVERINE:
I get the message.

174
00:12:07,208 --> 00:12:12,416
Your loyalty to this Jean
creature speaks well for
your species, human.

175
00:12:16,416 --> 00:12:17,458
Jean.

176
00:12:23,000 --> 00:12:25,583
Oracle,
you're making
this too easy.

177
00:12:35,000 --> 00:12:36,875
GLADIATOR: We have
fought before, Rogue.

178
00:12:36,875 --> 00:12:39,458
You know you
cannot match
my power.

179
00:12:39,458 --> 00:12:42,458
Come on,
give a gal
a little credit.

180
00:12:49,333 --> 00:12:50,333
(GRUNTS)

181
00:13:15,958 --> 00:13:20,958
My X-Men!
I never dreamed it
would end like this!

182
00:13:20,958 --> 00:13:24,250
Why do you not go
to him, Majestrix?

183
00:13:24,250 --> 00:13:27,708
The part
of me that is woman
wants to comfort him

184
00:13:27,708 --> 00:13:30,333
with every breath
that I take.

185
00:13:30,333 --> 00:13:35,291
But an Empress must be
made of steel, even at
the cost of her heart.

186
00:13:40,750 --> 00:13:44,375
Scott, I've lost
telepathic contact
with the other X-Men!

187
00:13:44,375 --> 00:13:47,625
I think
we're the only
ones left. In here!

188
00:13:48,083 --> 00:13:50,458
SCOTT: It's too shallow.
They'll spot us.

189
00:13:50,458 --> 00:13:54,875
Leave that to me.
We're safe, for now.

190
00:13:54,875 --> 00:13:56,625
Jean,
we don't have much time.

191
00:13:57,416 --> 00:14:00,583
There's so much I feel,
so much we haven't done,

192
00:14:01,416 --> 00:14:03,208
so much I want
to say to you!

193
00:14:03,208 --> 00:14:06,958
Where I'm concerned,
it's the thoughts
that count.

194
00:14:06,958 --> 00:14:10,291
And yours, like you,
are beautiful.

195
00:14:17,166 --> 00:14:18,458
Ready?

196
00:14:33,500 --> 00:14:34,583
(GRUNTS)

197
00:14:34,583 --> 00:14:35,958
Scott!

198
00:14:41,083 --> 00:14:42,875
I let you down.

199
00:14:51,375 --> 00:14:54,875
Majestrix! Sensors are
registering off the scales!

200
00:14:54,875 --> 00:14:56,958
Go to plan Omega! Now!

201
00:15:01,166 --> 00:15:04,583
Araki, get the weapons
online and fire at will!

202
00:15:04,583 --> 00:15:06,583
The Phoenix
must be destroyed!

203
00:15:07,500 --> 00:15:09,000
Lilandra was right.

204
00:15:09,000 --> 00:15:12,416
I know it now.
I must stop Phoenix!

205
00:15:12,416 --> 00:15:15,583
Hear me, X-Men!
You must revive!

206
00:15:15,583 --> 00:15:17,458
Phoenix must be stopped!

207
00:15:17,458 --> 00:15:19,166
This has gone too far!

208
00:15:19,166 --> 00:15:22,125
You must strike
while you still can!

209
00:15:22,125 --> 00:15:25,250
PHOENIX: The great Gladiator!

210
00:15:25,250 --> 00:15:29,583
How I have missed
the pleasure of
thrashing you!

211
00:15:29,583 --> 00:15:35,000
Scott, destroy
Phoenix now, before
she fully re-energizes!

212
00:15:35,000 --> 00:15:37,833
Professor,
there must be
some other way!

213
00:15:37,833 --> 00:15:39,583
There is not!

214
00:15:51,708 --> 00:15:53,083
(SCREAMS)

215
00:15:55,875 --> 00:15:59,125
I can't do it, Jeannie...

216
00:15:59,625 --> 00:16:01,166
How touching!

217
00:16:01,708 --> 00:16:02,750
(GRUNTS)

218
00:16:04,166 --> 00:16:06,208
Rogue! Now!

219
00:16:08,125 --> 00:16:09,625
Beast, now!

220
00:16:12,000 --> 00:16:13,625
Forgive me, Jean!

221
00:16:19,291 --> 00:16:21,000
It's done.

222
00:16:23,583 --> 00:16:24,625
JEAN: Scott.

223
00:16:25,583 --> 00:16:27,458
Scott, help me.

224
00:16:28,708 --> 00:16:33,375
The Phoenix is
growing within me.
I can't control her.

225
00:16:33,375 --> 00:16:35,250
Stop us, now!

226
00:16:35,625 --> 00:16:39,625
Jean! Fight it!
Use the powers
of your mind!

227
00:16:39,625 --> 00:16:42,958
I can't fight it!
Not every second
of every day.

228
00:16:42,958 --> 00:16:45,166
Never slipping,
not even for an instant.

229
00:16:45,166 --> 00:16:47,708
Scott, please. Do it!

230
00:16:47,708 --> 00:16:49,708
I can't!

231
00:16:58,708 --> 00:17:01,125
The weapons
just came online.

232
00:17:01,125 --> 00:17:02,500
But how?

233
00:17:02,500 --> 00:17:04,500
It's Jean!

234
00:17:05,000 --> 00:17:08,958
Jean,
come back!
Come back!

235
00:17:13,208 --> 00:17:14,708
I love you, Scott.

236
00:17:20,333 --> 00:17:21,750
Jean!

237
00:17:21,750 --> 00:17:24,416
Part of me will
always be with you!

238
00:17:28,375 --> 00:17:29,708
She's gone!

239
00:17:30,750 --> 00:17:32,708
You've won!

240
00:17:44,458 --> 00:17:49,291
You've got your
justice, Lilandra.
The universe is safe!

241
00:17:49,291 --> 00:17:51,875
I take
no pleasure in
this, Scott Summers.

242
00:17:51,875 --> 00:17:55,083
Don't. Not a word.

243
00:17:57,958 --> 00:18:01,500
I am the entity
known to you as
Phoenix.

244
00:18:01,500 --> 00:18:05,250
To save all that exists,
I became one with Jean Grey.

245
00:18:05,250 --> 00:18:07,291
We preserved the crystal.

246
00:18:07,291 --> 00:18:10,583
But
I discovered an element
to humans called emotion.

247
00:18:10,583 --> 00:18:12,625
I lost my way.

248
00:18:12,625 --> 00:18:16,458
Now that the
fire within Jean Grey
has been extinguished,

249
00:18:16,458 --> 00:18:21,750
I am as I was,
guardian of creation.

250
00:18:21,750 --> 00:18:23,750
And what about Jean?

251
00:18:23,750 --> 00:18:26,500
Or are the
dreams of a mortal
beneath your notice?

252
00:18:26,500 --> 00:18:29,833
The radiance
within her is no more.

253
00:18:29,833 --> 00:18:33,958
It can be rekindled only by
taking the flame from another.

254
00:18:33,958 --> 00:18:35,750
Then take mine.

255
00:18:35,750 --> 00:18:38,000
Sorry, bub,
you're out
of line.

256
00:18:38,000 --> 00:18:39,458
I'm your man.

257
00:18:39,458 --> 00:18:41,750
Don't even think about it.

258
00:18:41,750 --> 00:18:43,750
I ain't giving
you a choice!

259
00:18:43,750 --> 00:18:47,208
The gift
need not come
from a single entity.

260
00:18:47,208 --> 00:18:51,625
A smaller
portion from many
is possible. Be warned!

261
00:18:51,625 --> 00:18:55,583
Your own flames
would be diminished
by the amount sundered.

262
00:18:55,583 --> 00:18:59,083
We understand
and we accept.

263
00:19:16,375 --> 00:19:17,458
(SCREAMS)

264
00:19:20,416 --> 00:19:23,833
Scott? Scott?

265
00:19:24,583 --> 00:19:28,375
Jean! Oh, Jean!

266
00:19:29,500 --> 00:19:30,875
I love you, Scott.

267
00:19:31,750 --> 00:19:36,625
My time here has ended.
I must depart.

268
00:19:43,875 --> 00:19:47,166
The Mansion?
The control room?

269
00:19:47,875 --> 00:19:49,208
We're home!

270
00:19:52,875 --> 00:19:54,708
LILANDRA, TELEPATHICALLY:
Farewell, Charles.

271
00:19:56,875 --> 00:19:58,458
XAVIER, TELEPATHICALLY:
Lilandra,

272
00:19:59,750 --> 00:20:02,875
part of your mind
is hidden from me.

273
00:20:02,875 --> 00:20:06,875
You have
never denied me
before, why now?

274
00:20:06,875 --> 00:20:11,875
LILANDRA, TELEPATHICALLY:
As Empress, there is a part of
me that will forever be alone.

275
00:20:12,375 --> 00:20:13,833
Goodbye, Charles.

276
00:20:32,833 --> 00:20:33,875
(THEME MUSIC PLAYING)