1 00:00:01,000 --> 00:00:02,869 Stay alert. Magneto brought friends. 2 00:00:02,936 --> 00:00:05,839 [narrator] Previously on X-Men: Evolution: 3 00:00:06,773 --> 00:00:07,974 [grunting] 4 00:00:09,509 --> 00:00:11,478 -[Kitty] Wolverine's gone. -Without Sabretooth, 5 00:00:11,544 --> 00:00:12,812 we'll never find Magneto. 6 00:00:12,879 --> 00:00:15,849 Now I'm forced to make my move. 7 00:00:15,915 --> 00:00:18,184 What is going on? You've never driven us this hard. 8 00:00:18,718 --> 00:00:21,321 I'd like you to welcome your new teammates. 9 00:00:21,388 --> 00:00:22,489 [Scott] I'm done. 10 00:00:22,555 --> 00:00:23,990 The mansion's gone nuts! 11 00:00:24,057 --> 00:00:26,326 [computer] Institute will self-destruct in seven minutes. 12 00:00:26,393 --> 00:00:28,328 Just get us out whatever way you came in! 13 00:00:29,996 --> 00:00:32,866 Someone must ensure the survival of our species. 14 00:00:32,932 --> 00:00:35,502 [Logan] What's your game, Trask? 15 00:00:35,568 --> 00:00:37,103 [Trask] The Sentinel! 16 00:00:37,904 --> 00:00:41,541 And now the whole world will know of us. 17 00:00:41,608 --> 00:00:42,575 [Trask] What's happening? 18 00:00:45,945 --> 00:00:47,180 [grunting] 19 00:00:50,150 --> 00:00:52,252 Wanda, release my powers! 20 00:00:57,190 --> 00:00:58,491 What happened? 21 00:00:59,125 --> 00:01:01,861 -[Jean] Where are the students? -We're all right. 22 00:01:05,131 --> 00:01:07,734 It was you! You did this! 23 00:01:08,568 --> 00:01:10,570 -[clamoring] -[laughing] 24 00:01:10,637 --> 00:01:13,506 [in distorted voice] Yes, I did do it. 25 00:01:14,240 --> 00:01:18,478 And now things are about to get much worse. 26 00:01:19,045 --> 00:01:21,381 [theme song playing] 27 00:02:20,306 --> 00:02:24,811 You did this! You destroyed it all! I saw it on the security replay. 28 00:02:24,878 --> 00:02:27,013 You locked those kids in then set it to blow! 29 00:02:27,080 --> 00:02:31,084 How long have you been impersonating the professor? Where is he? 30 00:02:31,150 --> 00:02:32,585 [clamoring] 31 00:02:32,652 --> 00:02:36,022 Don't bother trying to probe my mind. It won't work. 32 00:02:36,089 --> 00:02:39,225 She's blocking me somehow. I'm not getting anything. 33 00:02:39,292 --> 00:02:41,594 Then she'd better start unblocking now! 34 00:02:41,661 --> 00:02:45,765 If you ever want to see Xavier again, you will back off! 35 00:02:45,832 --> 00:02:47,767 [sirens wailing] 36 00:02:50,403 --> 00:02:51,704 [dramatic music playing] 37 00:02:55,041 --> 00:02:56,242 Everyone, freeze! 38 00:02:57,944 --> 00:02:59,812 [Bobby] No problem-o. 39 00:03:06,085 --> 00:03:07,921 [screeching] 40 00:03:11,424 --> 00:03:13,393 Halt! Stop right there! 41 00:03:16,996 --> 00:03:18,197 Make tracks! 42 00:03:28,775 --> 00:03:30,410 [grunting] 43 00:03:30,476 --> 00:03:35,214 Dispatch, we're gonna need reinforcements. Subjects are unarmed but highly dangerous. 44 00:03:35,281 --> 00:03:37,216 [dramatic music continues] 45 00:03:45,425 --> 00:03:46,993 Oh, beautiful and bad. 46 00:03:52,131 --> 00:03:53,533 [men grunting] 47 00:03:57,303 --> 00:04:00,206 -Hey! -You're coming with us, Miss. 48 00:04:02,842 --> 00:04:04,577 Thanks, guys! 49 00:04:04,644 --> 00:04:06,179 -[engine starts] -[tires screech] 50 00:04:07,814 --> 00:04:09,282 [Kitty] Kurt, wait! 51 00:04:10,516 --> 00:04:12,118 Hey, come back! 52 00:04:21,661 --> 00:04:23,162 [Ororo] Scott! 53 00:04:23,229 --> 00:04:26,232 -Let's get him! -Come on! 54 00:04:36,275 --> 00:04:38,411 [sirens wailing] 55 00:04:39,646 --> 00:04:40,413 [all gasp] 56 00:04:46,953 --> 00:04:50,056 [Scott] Everyone, meet tonight at Lookout Point! 57 00:04:50,123 --> 00:04:52,659 Frightened citizens flee in terror. 58 00:04:52,725 --> 00:04:55,995 Positively identified as Kitty Pryde, high school sophomore... 59 00:04:56,062 --> 00:04:58,965 [reporter 2] The daughter of Professor and Mrs. John Grey of Annandale... 60 00:04:59,032 --> 00:05:02,335 [reporter 3] Evan Daniels, a recent transfer to Bayville from P.S. 104... 61 00:05:02,402 --> 00:05:06,105 [reporter 4] Who are they? Flesh and blood or some kind of mutant monsters? 62 00:05:06,172 --> 00:05:09,976 Are we being invaded by alien beings? A special report tonight examines... 63 00:05:10,043 --> 00:05:15,181 [reporter 1] ...refused to comment, the entire student body of the Xavier Institute for Gifted... 64 00:05:15,248 --> 00:05:19,352 [reporter 3] ...though classmates at Bayville High report seeing examples of strange phenomena, 65 00:05:19,419 --> 00:05:22,588 Principal Edward Kelly cautions everyone to not overreact. 66 00:05:22,655 --> 00:05:27,860 We'll bring you information on the captive mutants the moment it becomes available. 67 00:05:27,927 --> 00:05:32,665 [reporter 2] Fear wins the day as paranoia grips the country. Neighbor versus neighbor, 68 00:05:32,732 --> 00:05:36,969 friend against friend. Entire families afraid to even step outside their doors 69 00:05:37,036 --> 00:05:38,771 for fear of the mutant menace. 70 00:05:38,838 --> 00:05:43,576 [president] My fellow Americans, this is a time for gathering facts, not finger-pointing, 71 00:05:43,643 --> 00:05:45,712 not turning against one another. 72 00:05:45,778 --> 00:05:50,383 As your president, I urge you, above all, to stay calm. 73 00:05:50,450 --> 00:05:52,385 [sirens wailing] 74 00:06:02,128 --> 00:06:03,730 We're clear. 75 00:06:05,565 --> 00:06:07,567 Come on. I know a place. 76 00:06:22,949 --> 00:06:24,250 [branches breaking] 77 00:06:26,219 --> 00:06:29,388 -Hey, Chill. It's just us. -[Bobby sighs] 78 00:06:29,455 --> 00:06:33,259 Sorry. It just seems like everyone in this country is out hunting mutants. 79 00:06:33,326 --> 00:06:34,594 [Lance] Get used to it. 80 00:06:35,762 --> 00:06:39,432 -Mystique. We want answers. -When I'm ready! 81 00:06:39,499 --> 00:06:43,770 Look, I want you all to know that I had nothing to do with Magneto's plan 82 00:06:43,836 --> 00:06:46,205 to expose our little secret to the world. 83 00:06:46,272 --> 00:06:49,208 It's a new world, we're going to need new leadership. 84 00:06:49,275 --> 00:06:53,479 If nothing else, this public reaction proves that Xavier was wrong. 85 00:06:53,546 --> 00:06:56,749 Humans and mutants cannot live together in peace. 86 00:06:56,816 --> 00:07:00,052 Why are you here, Mystique? What is it you want from us? 87 00:07:00,119 --> 00:07:04,257 I want the same thing you want. The military has taken a member of my team. 88 00:07:04,323 --> 00:07:08,060 I want him back. The problem is, I don't know where to start looking. 89 00:07:08,127 --> 00:07:09,796 [Fury] Maybe I do. 90 00:07:11,531 --> 00:07:15,101 Man, is there anyone that didn't know about this secret meeting? 91 00:07:15,168 --> 00:07:17,136 Who are you? What do you want? 92 00:07:17,203 --> 00:07:21,641 Nick Fury, agent of S.H.I.E.L.D. I've been tracking you for hours. 93 00:07:21,707 --> 00:07:24,043 -"S.H.I.E.L.D."? -Logan told me about it. 94 00:07:24,110 --> 00:07:26,112 It's kind of like a super CIA. 95 00:07:26,179 --> 00:07:29,982 I strongly suggest that you forget where you found us. 96 00:07:30,049 --> 00:07:31,484 [tense music playing] 97 00:07:31,551 --> 00:07:33,586 -[snaps] -[guns cocking] 98 00:07:46,799 --> 00:07:47,733 [snaps] 99 00:07:50,036 --> 00:07:55,441 That's just to prove a point. If I'd wanted to capture you, you'd be captured. 100 00:07:55,508 --> 00:07:58,578 -Then what do you want of us? -To give you this. 101 00:07:58,644 --> 00:08:02,949 It contains maps and schematics of the military base where they're holding your friends. 102 00:08:03,015 --> 00:08:04,717 I think you'll find it useful. 103 00:08:04,784 --> 00:08:07,620 And just why are you being so helpful? 104 00:08:08,187 --> 00:08:14,260 Let's just say I've got my reasons. Look, I can't get involved officially. 105 00:08:14,327 --> 00:08:18,264 But I can at least point you in the right direction. Good luck. 106 00:08:25,104 --> 00:08:27,440 They're gone. Think we can trust them? 107 00:08:27,506 --> 00:08:31,244 I don't know. I sensed he was telling the truth, though. 108 00:08:31,310 --> 00:08:35,281 Good. All right, then it looks like we're back in business. We'll split up into teams. 109 00:08:35,348 --> 00:08:37,416 -Scott, you and Jean-- -I'll take that. 110 00:08:37,483 --> 00:08:39,785 And I'll decide how we handle this. 111 00:08:39,852 --> 00:08:45,057 -What gives you the right? -I told you before to back off! 112 00:08:46,492 --> 00:08:49,896 Storm, no. Remember the professor. 113 00:08:53,532 --> 00:08:55,234 Wise counsel. 114 00:08:55,301 --> 00:08:58,070 All right. Our first priority is Magneto. 115 00:08:58,137 --> 00:09:01,107 We need to know if he really perished under that Sentinel. 116 00:09:01,173 --> 00:09:03,943 Knowing Magneto, I highly doubt it. 117 00:09:04,010 --> 00:09:07,013 Toad, I want you to go to New York and find out what you can. 118 00:09:07,079 --> 00:09:08,347 I'm going too. 119 00:09:08,414 --> 00:09:11,017 Oh, I knew it! You can't stay away from me, can you? 120 00:09:11,083 --> 00:09:13,586 -It's my cologne. -Insect. 121 00:09:13,653 --> 00:09:15,187 Fine, you'll both go. 122 00:09:15,254 --> 00:09:18,791 The rest of us will use Fury's schematics to plan a rescue operation. 123 00:09:18,858 --> 00:09:21,827 Now we'll need some transportation. 124 00:09:21,894 --> 00:09:23,829 [suspenseful music playing] 125 00:09:30,369 --> 00:09:31,837 [grunting] 126 00:09:38,010 --> 00:09:40,780 Post 26. No, sir. All quiet here. 127 00:09:40,846 --> 00:09:44,417 Trust me. Nobody's getting anywhere near this baby while I'm-- [gasps] 128 00:09:47,887 --> 00:09:52,625 Set the course for one-fifteen west, thirty-six north, vector zero-one-five. 129 00:09:54,226 --> 00:09:57,930 Hey, that's Nevada. Area 51. 130 00:10:13,479 --> 00:10:16,515 Mystique was right. He's not there. 131 00:10:16,582 --> 00:10:21,287 Your own father. It must be hard. I know someone who needs a hug. 132 00:10:22,288 --> 00:10:26,892 Ow! The delicious pain of l'amour! [groaning] 133 00:10:26,959 --> 00:10:29,328 Magneto might be alive. 134 00:10:30,763 --> 00:10:32,465 I have to know for sure. 135 00:10:32,531 --> 00:10:36,502 Say no more, my crimson cutie. I got just the thing. 136 00:10:40,039 --> 00:10:42,508 [banging on door] 137 00:10:45,544 --> 00:10:47,346 Yeah, yeah. 138 00:10:55,521 --> 00:10:58,391 And now we check out yesterday's news. 139 00:10:59,225 --> 00:11:00,993 [tape warbling] 140 00:11:06,665 --> 00:11:09,268 You see. The camera just loves me. 141 00:11:09,335 --> 00:11:11,137 [groans] Keep going. 142 00:11:16,275 --> 00:11:17,810 There. Go back. 143 00:11:25,284 --> 00:11:29,889 Look, I feel your grief, Cuddle Bumps. But, uh, your dad looks pretty well squashed. 144 00:11:29,955 --> 00:11:33,159 [scoffs] Play it again in slow motion. 145 00:11:37,463 --> 00:11:39,198 [Wanda] Freeze it. There. 146 00:11:39,265 --> 00:11:41,300 -[Toad] Hey, that's Pietro. -Yes. 147 00:11:41,367 --> 00:11:45,237 My dear brother seems to have performed a last-minute rescue. 148 00:11:45,304 --> 00:11:48,674 -Which means-- -Magneto is still alive. 149 00:11:52,745 --> 00:11:53,813 [Berzerker] This way. 150 00:11:53,879 --> 00:11:57,917 A little paint, a little wallpaper, this place could be downright spooky. 151 00:11:59,852 --> 00:12:04,290 Who are you? What business brings you here? 152 00:12:04,356 --> 00:12:06,859 Uh, his idea. Every bit of it. 153 00:12:06,926 --> 00:12:12,832 Look, we're mutants like you. Up there, we're being hunted. 154 00:12:12,898 --> 00:12:17,169 -We just need a place to hang for a while. -I know you are mutants. 155 00:12:17,236 --> 00:12:19,839 I always know. 156 00:12:19,905 --> 00:12:23,242 I'm Berzerker. We're from the Xavier Institute. 157 00:12:25,244 --> 00:12:28,614 You'll be safe here. Follow me. 158 00:12:29,381 --> 00:12:31,317 [pensive music playing] 159 00:12:47,199 --> 00:12:48,968 Captain wants to see you. 160 00:12:49,034 --> 00:12:52,104 [groans] What'd I do now? Take over, will you? 161 00:13:06,318 --> 00:13:08,721 [Mystique] All right, sensors are off. Move, now. 162 00:13:14,460 --> 00:13:16,562 Velocity, just be ready. 163 00:13:16,629 --> 00:13:19,532 And you just worry about getting everyone out safely. 164 00:13:25,905 --> 00:13:28,941 Who are you? Who are you working for? 165 00:13:29,008 --> 00:13:31,110 What's it to you, bub? 166 00:13:31,177 --> 00:13:35,614 Who was behind that robot? Did you build it? I want answers! 167 00:13:35,681 --> 00:13:37,583 [growling] 168 00:13:52,831 --> 00:13:56,735 Iceman, third door on the next corridor. I'll cut the motion sensors. 169 00:13:57,369 --> 00:13:59,638 Hey, the captain said he didn't know a thing about-- 170 00:13:59,705 --> 00:14:01,473 Huh? Who are you? 171 00:14:04,143 --> 00:14:05,611 [guard groans] 172 00:14:06,645 --> 00:14:07,980 [Bobby] That's it. 173 00:14:08,047 --> 00:14:09,848 [tense music playing] 174 00:14:10,649 --> 00:14:12,484 Wait! Look. 175 00:14:12,551 --> 00:14:15,988 The motion sensors are still on. Something must've gone wrong. 176 00:14:16,055 --> 00:14:19,024 Got it covered. Come on. 177 00:14:30,903 --> 00:14:33,872 -You sure you know what you're doing? -Hey, if I don't, 178 00:14:33,939 --> 00:14:36,575 every alarm in this place is about to go off. 179 00:14:44,583 --> 00:14:45,818 [exhales] 180 00:14:47,853 --> 00:14:49,154 [alarm blaring] 181 00:14:49,221 --> 00:14:50,889 You mean like that? 182 00:14:50,956 --> 00:14:51,790 [soldiers clamoring] 183 00:14:51,857 --> 00:14:55,894 -Let's go, let's go. -Come on, let's go! 184 00:14:55,961 --> 00:14:58,163 Let's go! Move out! 185 00:15:00,666 --> 00:15:03,669 Well, so much for the stealth portion of our plan. 186 00:15:03,736 --> 00:15:04,970 Come on! 187 00:15:05,537 --> 00:15:06,939 [dramatic music playing] 188 00:15:19,918 --> 00:15:21,086 [grunting] 189 00:15:29,662 --> 00:15:31,764 -Mystique. -You three hold them off. 190 00:15:31,830 --> 00:15:34,633 We'll get the prisoners. Come with me, that way. 191 00:15:34,700 --> 00:15:37,169 [man over PA] Intruder alert. Quadrant three. 192 00:15:38,971 --> 00:15:41,407 Corporal, secure the holding area! 193 00:15:49,515 --> 00:15:51,183 Grab him! 194 00:15:58,991 --> 00:16:01,994 You get the others. I'll take care of the Army. 195 00:16:09,301 --> 00:16:11,603 [roars] 196 00:16:25,784 --> 00:16:27,453 [growls then roars] 197 00:16:42,935 --> 00:16:45,704 About time you got here, elf. We were-- 198 00:16:46,205 --> 00:16:48,374 [groans] What's she doing here? 199 00:16:48,440 --> 00:16:51,076 It's a little complicated. See-- 200 00:16:51,143 --> 00:16:54,646 He'll send you a memo. Now let's go! All of you! 201 00:16:55,881 --> 00:16:57,816 [dramatic music playing] 202 00:17:04,790 --> 00:17:06,925 [Mystique] Time to clear out. This way. 203 00:17:06,992 --> 00:17:10,162 -We still got company. -Then bury them. 204 00:17:11,697 --> 00:17:12,865 Hey, wait! 205 00:17:16,568 --> 00:17:18,504 [all grunting] 206 00:17:24,209 --> 00:17:25,611 Mystique! 207 00:17:25,677 --> 00:17:27,446 [alarm blaring] 208 00:17:27,513 --> 00:17:31,116 [man over PA] Security breach code red. Sealing all exits. 209 00:17:36,789 --> 00:17:40,159 -Hey, we're trapped. -[Bobby] Over here. 210 00:17:41,193 --> 00:17:42,461 There. 211 00:17:45,697 --> 00:17:47,633 [helicopter whirring] 212 00:17:57,876 --> 00:17:59,411 Don't sweat it. 213 00:18:03,449 --> 00:18:06,819 Storm, we're going to need pickup service, Building Five. 214 00:18:07,553 --> 00:18:09,822 What are you doing? Out of my way! 215 00:18:09,888 --> 00:18:13,292 -Where is Professor X? -Are you insane?! 216 00:18:13,358 --> 00:18:17,196 -Let me pass or you'll never see him again! -[soldier] There they are! 217 00:18:17,262 --> 00:18:20,065 Door's closing. You got three seconds, lady. 218 00:18:20,732 --> 00:18:23,602 Let me through! You haven't got the... 219 00:18:24,369 --> 00:18:27,139 -You lousy-- -She got what she deserves! 220 00:18:27,206 --> 00:18:30,742 Hey, guys, come on! You can tear each other apart later. 221 00:18:30,809 --> 00:18:33,111 Oh, we will. I guarantee it. 222 00:18:37,916 --> 00:18:40,185 [dramatic music playing] 223 00:18:46,258 --> 00:18:47,392 [grunting] 224 00:19:03,442 --> 00:19:05,143 [beeping] 225 00:19:37,943 --> 00:19:42,447 Hey, Toad, where are our clothes? This is all just Wanda's stuff! 226 00:19:42,514 --> 00:19:45,317 Yeah, well, who cares what we wear? 227 00:19:45,384 --> 00:19:49,321 I'd go with the, uh, black capris, red top, and matching ruby choker. 228 00:19:49,388 --> 00:19:51,323 -[scoffs] -[groans] 229 00:19:51,790 --> 00:19:56,528 [sighs] She makes a guy want to brush his teeth. 230 00:19:57,296 --> 00:19:59,398 [pensive music playing] 231 00:20:00,766 --> 00:20:03,101 [growls] 232 00:20:04,002 --> 00:20:08,307 Now what? The Institute's gone, the professor's missing, 233 00:20:08,373 --> 00:20:11,910 we can't go back to school, and it's open season on mutants. 234 00:20:11,977 --> 00:20:15,080 Well, look at the bright side. No homework. 235 00:20:15,147 --> 00:20:17,916 Scott, it's not all your fault. 236 00:20:17,983 --> 00:20:22,321 Yeah, right. Face it, Jean. I blew it. I gambled and I lost. 237 00:20:22,387 --> 00:20:24,923 Without Mystique, there's no way to find the professor. 238 00:20:24,990 --> 00:20:29,361 Hey. If you hadn't have done it, I would've. We'll find him without her. 239 00:20:29,428 --> 00:20:32,497 But right now, we have a world out there to worry about. 240 00:20:32,564 --> 00:20:34,499 A world that fears us. 241 00:20:34,566 --> 00:20:39,671 Somehow we must teach them that we are the good guys before it's too late. 242 00:20:42,274 --> 00:20:44,209 [theme song playing]