1
00:00:01,101 --> 00:00:03,036
[theme song playing]

2
00:00:56,289 --> 00:00:59,993
I don't get it. I'm strong. I'm agile.

3
00:01:01,461 --> 00:01:06,833
I got this killer tongue.
How could I be left behind twice?

4
00:01:06,900 --> 00:01:09,903
All right, spill it, Toad.
What just happened?

5
00:01:09,969 --> 00:01:12,005
Where'd the others go?

6
00:01:12,071 --> 00:01:13,940
Okay, okay!

7
00:01:15,175 --> 00:01:20,246
Yeah. I don't owe that crummy Magneto
nothing no more. That's for sure.

8
00:01:20,313 --> 00:01:24,017
-Who?
-Magneto. One major mega-mutant.

9
00:01:24,684 --> 00:01:28,021
He's screening out the best
from the worst. And we lost.

10
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Guess what that makes us? Losers.

11
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What happens to the winners?

12
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Scott, I don't understand.

13
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Professor, wait. We're just here to listen.
That's all.

14
00:01:40,800 --> 00:01:43,470
What about them? Are they here
to listen as well?

15
00:01:43,803 --> 00:01:46,739
Huh? Hey! What is this?!

16
00:01:46,806 --> 00:01:48,775
Simply a precaution, Scott.

17
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Not everyone has the maturity to accept
the need for change as you do. Not yet.

18
00:01:53,913 --> 00:01:56,082
Let them out. Now!

19
00:01:56,149 --> 00:01:59,919
I will. We just need
to proceed cautiously.

20
00:01:59,986 --> 00:02:02,789
Trust me. They are perfectly safe.

21
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[Xavier] <i>Are they safe, Scott? Are any</i>
<i>of us safe? I know this man well.</i>

22
00:02:07,727 --> 00:02:10,663
<i>His motives cannot be trusted.</i>
<i>He's bitter--</i>

23
00:02:11,564 --> 00:02:15,602
<i>Logan! Logan, lose the battle.</i>
<i>Magneto is--</i>

24
00:02:16,002 --> 00:02:19,506
-No!
-Do that and he'll not survive.

25
00:02:19,572 --> 00:02:22,141
Yeah? Well, odds aren't that great
for you, either.

26
00:02:22,408 --> 00:02:25,044
Hey, hey, hey, Scott. Come on, man.
This is no good.

27
00:02:25,111 --> 00:02:27,547
They're having a little time-out,
so what?

28
00:02:27,614 --> 00:02:31,117
Look, I don't get it either. But no one
should be getting hurt here.

29
00:02:31,184 --> 00:02:33,486
You can't blame Magneto
for being careful.

30
00:02:33,553 --> 00:02:35,722
And all I know is,
is he just wants to help.

31
00:02:35,989 --> 00:02:37,824
And I need his help.

32
00:02:37,891 --> 00:02:40,193
So come on. Holster that thing,
would you?

33
00:02:41,394 --> 00:02:44,797
-I don't like it.
-But your brother is right, Scott.

34
00:02:44,864 --> 00:02:47,967
I'm not your enemy.
Nor am I Charles'.

35
00:02:48,034 --> 00:02:50,303
Very soon you will see
the truth.

36
00:02:52,705 --> 00:02:56,976
Lose the battle? I don't get it, Charles.

37
00:03:10,323 --> 00:03:12,859
I know about Magneto.

38
00:03:12,926 --> 00:03:16,696
Then you know I'm the one
who belongs at his side, not you.

39
00:03:17,063 --> 00:03:20,400
You're right. Not me.

40
00:03:29,142 --> 00:03:31,511
[laughing]

41
00:03:51,331 --> 00:03:54,801
-[Kurt] Whoa. What happened here?
-[Kitty] Oh, my gosh.

42
00:03:54,867 --> 00:03:58,538
-[Evan] This place is trashed.
-Oh, man. You guys live like slobs.

43
00:03:58,605 --> 00:04:01,007
Storm? Storm?

44
00:04:03,176 --> 00:04:05,244
Hey, are you in here?

45
00:04:08,948 --> 00:04:11,818
Storm? Storm?

46
00:04:12,986 --> 00:04:15,922
She's out. Can I take a message?

47
00:04:15,989 --> 00:04:20,593
Hey, if you're still here,
then that means you're a loser too.

48
00:04:20,660 --> 00:04:25,932
-Don't ever call me that.
-What are you here for, Mother?

49
00:04:25,999 --> 00:04:29,235
Simple truth. Nobody discards me.

50
00:04:29,302 --> 00:04:32,605
Especially not Magneto
after all I've done for him.

51
00:04:32,672 --> 00:04:37,610
So I'm paying him a visit.
We can go together or I can go alone.

52
00:04:37,677 --> 00:04:39,779
[Logan] Oh, you won't be alone.

53
00:04:39,846 --> 00:04:43,850
If Magneto's got our friends,
then we're going after him.

54
00:04:44,317 --> 00:04:48,287
Good. But I know the man,
so I'm calling the shots.

55
00:04:48,354 --> 00:04:52,625
Then get your own ride.
X-Men, let's go!

56
00:04:59,232 --> 00:05:03,036
All right, fine!
But I expect to be consulted.

57
00:05:07,306 --> 00:05:12,311
[Logan] Welcome to the first
test flight of the <i>XM-Velocity.</i>

58
00:05:43,776 --> 00:05:45,044
Scott.

59
00:05:46,646 --> 00:05:50,917
-Are you okay?
-I'm just, I don't know, remembering.

60
00:05:50,983 --> 00:05:54,053
Yeah. Still wakes me up at night.

61
00:06:09,836 --> 00:06:13,239
[Scott] <i>I hit the ground pretty hard.</i>
<i>I spent a month in a coma.</i>

62
00:06:13,306 --> 00:06:15,475
The hospital said I was the only one
who made it.

63
00:06:15,742 --> 00:06:20,079
I wanted to be there for you, Alex.
Really, I did. I'm sorry.

64
00:06:20,146 --> 00:06:22,381
Hey, don't sweat it, you know?

65
00:06:22,448 --> 00:06:26,385
I got along all right.
My foster parents are pretty nice.

66
00:06:27,787 --> 00:06:31,624
-What's wrong?
-Man, my joints are on fire.

67
00:06:31,691 --> 00:06:35,128
I've been to a bunch of doctors,
but nobody could tell me what it was.

68
00:06:35,194 --> 00:06:40,466
Until today when I met Magneto.
Now I know what I am.

69
00:06:41,834 --> 00:06:45,772
-How has he promised to help you, Alex?
-[Magneto] Not just Alex, Scott.

70
00:06:45,838 --> 00:06:48,441
You as well. Everyone.

71
00:06:48,508 --> 00:06:52,111
Together we shall embark upon
a wondrous renaissance.

72
00:06:52,178 --> 00:06:54,647
I invite you to be a part of it.

73
00:06:55,314 --> 00:06:57,784
I built it right into the asteroid.

74
00:06:58,384 --> 00:07:01,721
Behold the next step
in mutant evolution.

75
00:07:02,288 --> 00:07:04,924
-What is it?
-A genetic enhancer.

76
00:07:05,191 --> 00:07:08,161
Perhaps you've heard
of the legendary gems of Cyttorak.

77
00:07:08,227 --> 00:07:11,464
Well, they do exist.

78
00:07:11,531 --> 00:07:16,302
Once believed to possess mystical
properties, these actually emit a very...

79
00:07:16,369 --> 00:07:18,304
distinctive radiation.

80
00:07:18,371 --> 00:07:21,140
Hey, wait a minute!
You mean you're gonna nuke us?

81
00:07:21,407 --> 00:07:25,311
I'm going to evolve you
to finish your growth.

82
00:07:25,711 --> 00:07:30,383
No more pain, Alex. And no more hiding
behind that visor, Scott.

83
00:07:30,449 --> 00:07:34,787
Your powers will be fully realized,
giving you complete control.

84
00:07:34,854 --> 00:07:37,456
What about them? I want them released.

85
00:07:37,523 --> 00:07:41,494
[Magneto] They will be, but only after
you've gone through the transformation.

86
00:07:41,561 --> 00:07:43,863
I want them to see what I'm offering.

87
00:07:46,065 --> 00:07:50,670
And it is an offer, Scott.
I won't force you to go through it.

88
00:07:50,736 --> 00:07:53,372
We're supposed to just trust
this thing works?

89
00:07:53,439 --> 00:07:57,476
-You go through it, then.
-I have. I'm fully advanced.

90
00:07:57,543 --> 00:08:01,080
But why don't I provide you
with a real firsthand demonstration.

91
00:08:01,347 --> 00:08:02,348
Sabretooth.

92
00:08:02,682 --> 00:08:04,217
[growls]

93
00:08:12,058 --> 00:08:16,295
In a few moments, he'll emerge reborn.

94
00:08:22,168 --> 00:08:24,604
Oh, yeah! This thing cooks.

95
00:08:26,505 --> 00:08:29,876
You hear that metal straining?
We're breaking up. I know it.

96
00:08:29,942 --> 00:08:33,880
Couldn't be. This crate's built
without an ounce of metal.

97
00:08:33,946 --> 00:08:38,718
None? That means we're flying in what,
cheap plastic? I need an airsick bag.

98
00:08:39,085 --> 00:08:45,224
I've got something huge on scanners.
Asteroid M. 463 miles and closing.

99
00:09:00,406 --> 00:09:04,076
Boys, it's time to reach
your full potential.

100
00:09:04,143 --> 00:09:05,645
What do you think, Scott?

101
00:09:05,912 --> 00:09:08,614
I want to, but not without you.

102
00:09:16,122 --> 00:09:19,992
And now for an appreciative audience.

103
00:09:30,670 --> 00:09:32,571
Scott! No, don't!

104
00:09:32,638 --> 00:09:34,941
<i>Scott, I know what Magneto is doing.</i>

105
00:09:35,007 --> 00:09:38,778
<i>This thing will alter your mind.</i>
<i>Get out of there, please.</i>

106
00:09:41,447 --> 00:09:44,951
Too late, Charles. He's mine now.

107
00:09:50,189 --> 00:09:52,024
[Alex] Huh?

108
00:09:52,391 --> 00:09:54,026
We have to get out of here.

109
00:09:54,093 --> 00:09:56,062
[screaming]

110
00:10:11,744 --> 00:10:14,847
Come. The world awaits you.

111
00:10:18,417 --> 00:10:20,419
The pain's gone.

112
00:10:20,486 --> 00:10:23,356
And you shall be called Havok.

113
00:10:23,990 --> 00:10:27,126
Go on, Scott.
Show us the color of your eyes.

114
00:10:34,667 --> 00:10:36,969
Another benefit to your enhancement:

115
00:10:37,370 --> 00:10:41,640
Your minds, they're purged
of useless emotion.

116
00:10:41,707 --> 00:10:45,778
You should have a clearer perspective
of our dominant roles here on Earth.

117
00:10:47,380 --> 00:10:51,317
-Aircraft!
-Really? Let's see who it is.

118
00:11:00,159 --> 00:11:01,761
No metal!

119
00:11:02,661 --> 00:11:05,865
Boys, defend us.

120
00:11:15,508 --> 00:11:16,809
Scott?

121
00:11:24,617 --> 00:11:26,252
Huh?

122
00:11:36,362 --> 00:11:37,963
<i>Scott! Scott!</i>

123
00:11:58,484 --> 00:12:00,052
Knock-knock.

124
00:12:00,119 --> 00:12:03,022
[Magneto] Mystique, you never
could take no for an answer.

125
00:12:03,089 --> 00:12:04,790
[yelling]

126
00:12:09,462 --> 00:12:10,996
Where's the X-Jet?

127
00:12:11,063 --> 00:12:13,365
-Observation deck. That way.
-Gather there.

128
00:12:17,603 --> 00:12:20,172
Storm, Rogue, prepare the jet.

129
00:12:20,239 --> 00:12:22,808
Jean, let's get to Scott and Alex.

130
00:12:25,978 --> 00:12:27,446
[yelling]

131
00:12:28,080 --> 00:12:31,217
[Nightcrawler]
A body in motion stays in motion.

132
00:12:45,464 --> 00:12:46,866
Huh?

133
00:13:10,156 --> 00:13:11,290
Ow!

134
00:13:11,790 --> 00:13:15,461
No! My enhancer! Get out of there!

135
00:13:16,295 --> 00:13:17,863
[Sabretooth roars]

136
00:13:28,107 --> 00:13:33,546
-[Quicksilver] Came back for more?
-Hey, been here, done this. New game!

137
00:13:34,647 --> 00:13:36,248
Tire hazard!

138
00:13:44,557 --> 00:13:49,662
-Enough with the tremors, man!
-That ain't me! This rock's cracking up!

139
00:13:51,263 --> 00:13:53,999
-[Xavier] <i>Scott, are you all right?</i>
-[Jean] <i>Please, Scott.</i>

140
00:13:56,735 --> 00:14:00,506
-Now let's make like a toad and hop to it.
-Hey, which side are you on, Toad?

141
00:14:00,573 --> 00:14:02,174
The side that lives. Come on.

142
00:14:04,410 --> 00:14:06,278
[Blob] Coming through!

143
00:14:15,754 --> 00:14:17,690
Get aboard the jet, quickly!

144
00:14:19,091 --> 00:14:23,028
Scott and his brother are still buried.
And Wolverine's got his hands full.

145
00:14:23,095 --> 00:14:24,496
Go!

146
00:14:46,452 --> 00:14:48,587
[coughing]

147
00:14:52,124 --> 00:14:55,394
You and the others,
you're ruining everything.

148
00:14:55,461 --> 00:14:58,130
This was our chance to unite.
All of us.

149
00:14:58,197 --> 00:15:01,300
Unite? For what, Scott?
And at what cost?

150
00:15:01,367 --> 00:15:03,068
Look what Magneto did to you.

151
00:15:03,335 --> 00:15:07,840
He's helped me. I'm evolved.
No more training. No more hurdles.

152
00:15:08,107 --> 00:15:11,243
-My powers are now at my mercy!
-Yeah.

153
00:15:11,310 --> 00:15:14,847
So you blasted your friends with it.
I mean, how united is that?

154
00:15:15,114 --> 00:15:18,417
You don't understand.
We are the future.

155
00:15:19,551 --> 00:15:23,255
Really, Scott? Are you the future?

156
00:15:23,322 --> 00:15:26,592
Because if you are,
I don't want any part of it.

157
00:15:30,396 --> 00:15:33,365
You're right.
Mutants shouldn't be divided.

158
00:15:33,632 --> 00:15:36,669
But we didn't draw the line.
Magneto did.

159
00:15:37,069 --> 00:15:39,938
And it's still there.
You've just crossed over it.

160
00:15:42,174 --> 00:15:45,110
Man, what was I thinking?

161
00:15:48,080 --> 00:15:51,784
-What about the boys?
-They'll do what they must.

162
00:16:05,864 --> 00:16:07,232
[snarls]

163
00:16:15,207 --> 00:16:18,043
We couldn't force them.
They're too powerful.

164
00:16:19,044 --> 00:16:20,612
Here they come!

165
00:16:42,134 --> 00:16:44,169
[screaming]

166
00:17:07,426 --> 00:17:09,027
Scott!

167
00:17:26,545 --> 00:17:28,547
-Ready, bro?
-Ready.

168
00:17:55,641 --> 00:17:57,943
Easy, Scott. I'm here.

169
00:17:58,010 --> 00:18:00,746
Jean, is everyone okay?

170
00:18:00,813 --> 00:18:03,248
See for yourself.

171
00:18:09,154 --> 00:18:11,590
I'm sorry, all of you.

172
00:18:11,657 --> 00:18:17,229
Professor, I just...
You know, I made some bad choices.

173
00:18:17,696 --> 00:18:22,634
More like misinformed choices.
But we owe you our lives.

174
00:18:22,701 --> 00:18:24,870
Both you and your brother.

175
00:18:26,338 --> 00:18:28,040
I wonder what's gonna happen to us.

176
00:18:28,307 --> 00:18:31,510
Two metal spheres shot out
of that asteroid before it blew.

177
00:18:31,577 --> 00:18:35,781
Mystique is out there.
Believe it. And she'll be back.

178
00:18:39,818 --> 00:18:42,788
-So much for Havok, huh?
-Yeah.

179
00:18:42,855 --> 00:18:45,324
The white hair looked lousy
on you anyway.

180
00:18:45,390 --> 00:18:49,461
Hey, Scott. If nothing else,
at least I have my brother back.

181
00:18:50,262 --> 00:18:54,066
-And that's what really matters to me.
-Yeah. Me too.

182
00:18:54,132 --> 00:18:57,970
And I promise, nothing is
ever gonna split us up again.

183
00:18:58,036 --> 00:19:01,974
[Xavier] With time, Alex, your powers
will emerge on their own.

184
00:19:02,040 --> 00:19:05,777
And if you'll allow, we will be there
to help you along the way.

185
00:19:06,345 --> 00:19:12,017
All of us, together, unified.
Because we are the X-Men.

186
00:19:22,694 --> 00:19:24,630
[theme song playing]