1
00:00:01,368 --> 00:00:03,336
NARRATOR: Previously on X-Men...


2
00:00:03,837 --> 00:00:07,102
LILANDRA: Help me, Charles Xavier.
Help me.


3
00:00:10,643 --> 00:00:11,803
They're coming!


4
00:00:11,845 --> 00:00:16,714
XAVIER: The space shuttle Starcore is
scheduled for launch tomorrow.


5
00:00:16,750 --> 00:00:19,776
You must find a way
to get aboard that shuttle.


6
00:00:19,819 --> 00:00:22,515
And go to the Eagle One space station.


7
00:00:22,555 --> 00:00:26,924
All I can tell you is that
an event of immense importance


8
00:00:26,960 --> 00:00:29,224
is about to occur in space.


9
00:00:29,262 --> 00:00:31,127
You must be ready.


10
00:00:31,164 --> 00:00:33,359
CORBEAU: Docking sequence
initiated.


11
00:00:33,400 --> 00:00:35,334
-What is it, Jean?
-l don't know.


12
00:00:35,368 --> 00:00:38,064
A trap! Quickly! Back to the shuttle!


13
00:00:38,104 --> 00:00:39,401
(GROANS)


14
00:00:40,774 --> 00:00:44,369
My purpose here is to intercept
an enemy of my emperor,


15
00:00:44,411 --> 00:00:46,208
the rebel Lilandra.


16
00:00:51,851 --> 00:00:54,581
Agent! Has Lilandra's ship
been stopped?


17
00:00:54,621 --> 00:00:56,680
Not as yet, Excellency.


18
00:00:56,723 --> 00:00:59,191
But her agents will soon be destroyed.


19
00:00:59,225 --> 00:01:01,455
Back to the shuttle!
It's our only chance!


20
00:01:03,363 --> 00:01:05,661
CORBEAU: We're going to fly
right through the energy contrail!


21
00:01:05,698 --> 00:01:10,135
Look like there gonna be a barbecue
and we gonna be the main course.


22
00:02:21,808 --> 00:02:23,537
(GROANING)


23
00:02:25,445 --> 00:02:28,005
I must hold on!


24
00:02:38,024 --> 00:02:39,355
(SCREAMS)


25
00:02:43,096 --> 00:02:46,623
Course correction! I must...


26
00:02:49,469 --> 00:02:51,198
Scott! Logan!


27
00:02:52,038 --> 00:02:54,836
Someone, help me.


28
00:03:14,360 --> 00:03:15,657
(GRUNTS)


29
00:03:31,211 --> 00:03:33,179
(EXCLAIMING)


30
00:03:41,721 --> 00:03:42,949
(ALL SCREAMING)


31
00:03:42,989 --> 00:03:44,354
(GROANING)


32
00:03:49,529 --> 00:03:53,397
The capsule appears to have
lost its watertight integrity.


33
00:03:54,701 --> 00:03:56,134
(GRUNTING)


34
00:03:56,769 --> 00:03:58,430
The hatch is jammed!


35
00:03:58,471 --> 00:04:00,837
Not for long. Hold your breath.


36
00:04:01,541 --> 00:04:02,803
(GRUNTS)


37
00:04:10,016 --> 00:04:11,347
(GASPING)


38
00:04:13,019 --> 00:04:14,418
(COUGHING)


39
00:04:14,454 --> 00:04:15,614
Jean!


40
00:04:17,323 --> 00:04:18,517
Jean!


41
00:04:20,593 --> 00:04:22,083
(COUGHING)


42
00:04:22,128 --> 00:04:23,720
Jean!


43
00:04:26,099 --> 00:04:27,430
(PANTING)


44
00:04:28,668 --> 00:04:30,431
I can't find her!


45
00:04:30,470 --> 00:04:31,869
(COUGHING)


46
00:04:32,538 --> 00:04:33,766
Jean!


47
00:04:36,542 --> 00:04:37,668
Jean!


48
00:04:44,617 --> 00:04:48,178
I am Phoenix!


49
00:04:49,389 --> 00:04:50,822
Fascinating.


50
00:04:53,760 --> 00:04:55,318
JEAN: Help me.


51
00:04:55,395 --> 00:04:56,657
CYCLOPS: Jean!


52
00:05:01,668 --> 00:05:02,828
(GASPS)


53
00:05:02,869 --> 00:05:04,268
(COUGHING)


54
00:05:04,837 --> 00:05:06,634
Jean! Jean!


55
00:05:13,212 --> 00:05:15,112
CYCLOPS: I thought we'd lost you.


56
00:05:15,148 --> 00:05:17,981
Then you rose up out of the water.


57
00:05:18,017 --> 00:05:21,384
You said something,
and then you lost consciousness.


58
00:05:21,421 --> 00:05:23,286
I don't remember.


59
00:05:23,923 --> 00:05:27,154
How did I survive? Did I survive?


60
00:05:27,193 --> 00:05:28,490
You're here, aren't you?


61
00:05:28,528 --> 00:05:33,556
Yes, but I feel strange,
like I'm someone else.


62
00:05:34,133 --> 00:05:38,900
Like I could reach out and touch
the moon and crush it in my hand.


63
00:05:39,539 --> 00:05:42,372
Jean, who is Phoenix?


64
00:05:42,408 --> 00:05:46,868
Phoenix? Am I Phoenix?


65
00:05:46,913 --> 00:05:49,177
You claimed her identity once before,
Jean,


66
00:05:49,215 --> 00:05:51,206
when you rose not from the ashes,


67
00:05:51,250 --> 00:05:52,979
but from the depths
of New York Harbor.


68
00:05:53,019 --> 00:05:55,419
-l flew?
-XAVIER: Yes, Jean.


69
00:05:55,455 --> 00:06:00,415
Some sort of transformation has taken
place that none of us yet understands.


70
00:06:00,460 --> 00:06:02,519
Until we know what has happened,


71
00:06:02,562 --> 00:06:05,963
it will be best
that you do not leave the hospital.


72
00:06:13,973 --> 00:06:16,635
I spoke privately with Dr. Corbeau.


73
00:06:16,676 --> 00:06:19,236
He informed me that NASA
cannot explain the existence


74
00:06:19,278 --> 00:06:23,237
of the alien spacecraft
or the strange readings we registered


75
00:06:23,316 --> 00:06:26,149
or, for that matter, how we survived.


76
00:06:26,185 --> 00:06:29,052
All is being denied
to prevent a public panic.


77
00:06:29,088 --> 00:06:31,249
He also said a number
of governments are concerned


78
00:06:31,290 --> 00:06:33,884
over new activity within the vortex.


79
00:06:33,926 --> 00:06:35,723
Another alien ship coming through?


80
00:06:35,762 --> 00:06:37,821
So it seems.


81
00:06:37,864 --> 00:06:40,526
It's time you told us
everything you know, Professor.


82
00:06:40,566 --> 00:06:45,970
I've told you all I can.
All that makes any sense.


83
00:06:46,005 --> 00:06:47,267
That's not good enough!


84
00:06:47,306 --> 00:06:49,740
Jean's lying in there
because you sent us in blind


85
00:06:49,776 --> 00:06:51,903
against something
that almost destroyed us!


86
00:06:51,944 --> 00:06:53,377
Because you failed to warn us!


87
00:06:53,413 --> 00:06:55,210
You had all the information
then available.


88
00:06:55,248 --> 00:06:58,183
A good leader doesn't have
to be warned to be on his guard!


89
00:06:58,217 --> 00:07:00,845
Are you saying it's my fault
what happened to Jean?


90
00:07:00,887 --> 00:07:02,821
If I might interject.


91
00:07:02,855 --> 00:07:06,757
Concern over Jean's condition
has rendered both of you irrational.


92
00:07:06,793 --> 00:07:10,285
Neither preparation nor leadership
could have prevented what occurred.


93
00:07:10,329 --> 00:07:12,889
And now, if you will excuse me,


94
00:07:14,467 --> 00:07:16,867
I'm eager to examine
the mind-control implants


95
00:07:16,903 --> 00:07:19,394
removed from the
space station astronauts.


96
00:07:23,576 --> 00:07:25,066
Fascinating.


97
00:07:32,418 --> 00:07:33,885
(CLATTERING)


98
00:07:36,055 --> 00:07:38,046
(YELLING)


99
00:07:47,300 --> 00:07:49,734
I share your concern, Wolverine.


100
00:07:49,869 --> 00:07:51,962
Jean seems to be feeling much better.


101
00:07:52,004 --> 00:07:53,699
Why don't you go see for yourself?


102
00:07:53,739 --> 00:07:55,764
Maybe I don't like hospitals.


103
00:07:55,808 --> 00:08:01,371
Last time I was on an operating table,
it didn't turn out so well.


104
00:08:02,014 --> 00:08:03,675
Science can wait.


105
00:08:04,283 --> 00:08:08,379
Perhaps a sojourn to a Manhattan
nightspot might help clear your mind.


106
00:08:08,421 --> 00:08:09,820
Maybe.


107
00:08:09,956 --> 00:08:11,617
(WHISTLES) Taxi!


108
00:08:12,225 --> 00:08:14,557
Driver, my friend and I...


109
00:08:14,594 --> 00:08:15,891
(SCREAMS)


110
00:08:19,932 --> 00:08:23,698
Why is it always so difficult to
get a cab in New York?


111
00:08:24,036 --> 00:08:27,494
Thanks, Hank.
I think I'll just spend some time alone.


112
00:08:31,978 --> 00:08:33,240
(ELEVATOR BELL DINGS)


113
00:08:45,458 --> 00:08:46,755
(GROANS)


114
00:08:47,493 --> 00:08:48,858
Not again!


115
00:08:48,895 --> 00:08:50,624
(SCREAMING)


116
00:08:51,731 --> 00:08:53,631
Who are you?


117
00:08:55,768 --> 00:08:58,601
What are you trying to tell me?


118
00:09:05,578 --> 00:09:09,014
My mind. Must keep control.


119
00:09:14,086 --> 00:09:15,519
(SCREAMING)


120
00:09:58,030 --> 00:09:59,292
Yuriko!


121
00:10:01,667 --> 00:10:04,465
Locked. Good thing I brought a key.


122
00:10:12,511 --> 00:10:14,570
What's going on here?


123
00:10:16,015 --> 00:10:17,676
(SCREAMS)


124
00:10:18,985 --> 00:10:20,111
(SNARLS)


125
00:10:20,152 --> 00:10:21,483
(YELLING)


126
00:10:24,690 --> 00:10:26,749
(GROANING)


127
00:10:32,064 --> 00:10:34,055
Professor? Walking?


128
00:10:35,801 --> 00:10:37,132
(EXCLAIMS)


129
00:10:40,139 --> 00:10:42,198
(GRUNTING)


130
00:10:44,944 --> 00:10:47,208
You're an animal.


131
00:10:47,246 --> 00:10:49,771
Always causing trouble.


132
00:10:49,815 --> 00:10:52,045
You never follow orders.


133
00:10:52,084 --> 00:10:54,484
It was a mistake to save you.


134
00:10:54,520 --> 00:10:59,753
I'm sick of your selfish,
undisciplined arrogance!


135
00:10:59,792 --> 00:11:03,353
I ain't too fond of you
right now either, Professor!


136
00:11:03,396 --> 00:11:04,488
(JUBILEE SCREAMS)


137
00:11:04,530 --> 00:11:05,588
What?


138
00:11:05,631 --> 00:11:07,121
Wolverine!


139
00:11:08,100 --> 00:11:09,829
(JUBILEE GRUNTING)


140
00:11:11,137 --> 00:11:13,128
(GRUNTING)


141
00:11:34,493 --> 00:11:35,687
(SIGHS)


142
00:11:35,728 --> 00:11:37,787
Next time I'll walk.


143
00:11:45,571 --> 00:11:47,004
Hey, chere,


144
00:11:47,540 --> 00:11:48,768
where can you and me go and get


145
00:11:48,808 --> 00:11:51,072
some good Cajun food
in this town, huh?


146
00:11:51,110 --> 00:11:55,069
Hey! You said you'd take me
to this Broadway show!


147
00:11:55,114 --> 00:11:58,845
This show not gonna last all night,
petite, but I still be going.


148
00:11:58,884 --> 00:12:01,182
DARK XAVIER: I have a ticket for you.


149
00:12:01,220 --> 00:12:02,312
(SNIFFS)


150
00:12:02,354 --> 00:12:03,446
(SNARLS)


151
00:12:03,489 --> 00:12:05,548
One way to oblivion.


152
00:12:05,591 --> 00:12:06,888
(SCREAMS)


153
00:12:08,794 --> 00:12:10,352
(HORN BLARING)


154
00:12:11,330 --> 00:12:14,094
Professor Xavier is walking!


155
00:12:14,133 --> 00:12:16,328
'Cause that ain't Xavier.


156
00:12:16,368 --> 00:12:18,700
Wolverine! What's happening?


157
00:12:18,738 --> 00:12:20,035
Silence!


158
00:12:21,373 --> 00:12:22,806
(EXCLAIMS)


159
00:12:23,909 --> 00:12:25,809
Don't worry, Monsieur Ghost.


160
00:12:25,845 --> 00:12:27,836
Plenty more where that came from!


161
00:12:27,880 --> 00:12:30,542
This is not a game.


162
00:12:30,583 --> 00:12:31,982
(SCREAMING)


163
00:12:35,354 --> 00:12:36,412
Where'd he go?


164
00:12:36,455 --> 00:12:39,788
I said distract him, Jub,
not disintegrate him.


165
00:12:40,593 --> 00:12:46,190
Fools! Your puny mutant powers
cannot harm me.


166
00:12:46,766 --> 00:12:49,428
I created the X-Men!


167
00:12:49,468 --> 00:12:51,868
And what I created,


168
00:12:51,904 --> 00:12:54,702
I can destroy!


169
00:13:02,181 --> 00:13:03,239
JUBILEE: Storm!


170
00:13:03,282 --> 00:13:04,340
Yes, Jubilee?


171
00:13:04,383 --> 00:13:08,114
Come to Times Square! Hurry!
The Professor's going nuts!


172
00:13:08,154 --> 00:13:10,281
With the speed of the wind.


173
00:13:11,490 --> 00:13:13,185
(XAVIER GRUNTING)


174
00:13:13,959 --> 00:13:15,449
No, Storm!


175
00:13:15,628 --> 00:13:17,152
I can't...


176
00:13:18,831 --> 00:13:20,628
Will hurt you, too.


177
00:13:23,669 --> 00:13:25,728
You cannot be trusted, Gambit!


178
00:13:25,771 --> 00:13:30,401
So you must be eliminated.


179
00:13:34,747 --> 00:13:36,214
(SCREAMING)


180
00:13:40,953 --> 00:13:44,480
-Freeze, mutants!
-Arrest him, not us!


181
00:13:44,523 --> 00:13:45,990
Arrest who?


182
00:13:47,493 --> 00:13:50,189
Can't see him 'cause he ain't there.


183
00:13:50,229 --> 00:13:52,254
Then how come he hurt us so bad?


184
00:13:52,298 --> 00:13:55,529
How should I know, Cajun?
But I know he ain't real.


185
00:13:55,568 --> 00:13:57,365
'Cause I can't smell him.


186
00:13:57,403 --> 00:13:59,098
Silence!


187
00:13:59,138 --> 00:14:00,298
He's gone!


188
00:14:00,339 --> 00:14:03,172
-Way to go, Wolverine.
-POLICE OFFICER: I said freeze!


189
00:14:03,909 --> 00:14:06,400
Shut up and get your hands up now!


190
00:14:07,379 --> 00:14:10,405
How you gonna explain we been
fighting somebody ain't there?


191
00:14:10,449 --> 00:14:11,746
I won't.


192
00:14:11,784 --> 00:14:14,548
Wolverine! Allow me.


193
00:14:17,423 --> 00:14:22,383
-Let mist cover your retreat!
-Come on, let's get lost in the fog.


194
00:14:22,761 --> 00:14:24,695
I can't see a thing.


195
00:14:29,969 --> 00:14:32,529
She's at a small private hospital
on the East Side.


196
00:14:32,571 --> 00:14:35,096
A colleague of Beast's
is looking after her.


197
00:14:35,140 --> 00:14:37,438
And, Rogue, get back
as soon as you can.


198
00:14:37,476 --> 00:14:39,535
-We may need you.
-DARK XAVIER: Ingrate!


199
00:14:39,578 --> 00:14:41,603
Incompetent fool!


200
00:14:41,647 --> 00:14:43,512
Professor, you're...


201
00:14:44,183 --> 00:14:45,616
(SCREAMING)


202
00:14:47,920 --> 00:14:50,354
I am here to destroy you.


203
00:14:52,057 --> 00:14:54,525
-Scott!
-Why are you doing this?


204
00:14:55,160 --> 00:14:57,424
I don't want to hurt you.


205
00:14:57,963 --> 00:15:00,693
But I want to hurt you!


206
00:15:01,901 --> 00:15:03,391
JEAN: No, Scott!


207
00:15:04,670 --> 00:15:06,069
(GRUNTING)


208
00:15:06,939 --> 00:15:09,066
I can't fight it!


209
00:15:09,608 --> 00:15:13,066
He's making you imagine
that a force beam's affecting you.


210
00:15:13,112 --> 00:15:15,273
It's all in your mind!


211
00:15:23,322 --> 00:15:26,951
He was just a psychic projection
from the Professor's mind.


212
00:15:26,992 --> 00:15:29,017
-But why?
-Something's wrong.


213
00:15:29,061 --> 00:15:31,256
His mind seems to be out of control.


214
00:15:31,297 --> 00:15:34,198
See if you can reach him, Jean,
while I contact the X-Men.


215
00:15:34,233 --> 00:15:37,327
Professor Xavier. Professor. ..


216
00:15:39,605 --> 00:15:41,402
JEAN: He's on the roof.


217
00:15:42,241 --> 00:15:43,708
Professor?


218
00:15:44,343 --> 00:15:47,244
-It was here.
-What was here, Professor?


219
00:15:47,279 --> 00:15:48,746
I don't know.


220
00:15:48,781 --> 00:15:52,808
I felt a psychic probe
of enormous power.


221
00:15:52,851 --> 00:15:55,183
The same one that
has been haunting me,


222
00:15:55,220 --> 00:15:58,519
that warned me of the trouble
aboard the space station.


223
00:15:58,557 --> 00:16:01,048
Only this time it dug deeper.


224
00:16:01,093 --> 00:16:03,857
The probe overwhelmed
all of the safeguards


225
00:16:03,896 --> 00:16:07,457
I have built to control
the surging powers of my mind,


226
00:16:07,499 --> 00:16:09,694
including the dark side,


227
00:16:09,735 --> 00:16:12,966
the destructive urges
that live within us all.


228
00:16:13,005 --> 00:16:15,940
With the shroud that
conceals it ripped away,


229
00:16:15,975 --> 00:16:18,375
that dark side of my nature lashed out,


230
00:16:18,410 --> 00:16:21,004
without reason or compassion,


231
00:16:21,046 --> 00:16:26,279
trying to destroy what I care about
the most, the X-Men.


232
00:16:26,885 --> 00:16:28,785
Xavier is the key.


233
00:16:29,355 --> 00:16:31,255
We shall be ready.


234
00:16:37,162 --> 00:16:40,723
Until I regain control
of my subconscious,


235
00:16:40,766 --> 00:16:43,326
my orders cannot be trusted.


236
00:16:43,369 --> 00:16:46,964
Cyclops will be in command
of the X-Men until I return.


237
00:16:47,006 --> 00:16:48,837
Return from where?


238
00:17:04,189 --> 00:17:06,384
So good to see you, Charles.


239
00:17:06,925 --> 00:17:10,258
I'd like you to meet Sean Cassidy,
my fianc�.


240
00:17:10,863 --> 00:17:14,594
Moira's told me
a great deal about you, Mr. Xavier.


241
00:17:14,633 --> 00:17:17,329
How fortunate.


242
00:17:17,369 --> 00:17:20,964
Now if you'll show me my quarters,
Moira, I need to rest.


243
00:17:22,041 --> 00:17:24,236
I've not seen him like this, Sean.


244
00:17:24,276 --> 00:17:27,177
It may be even worse than he told me.


245
00:17:32,151 --> 00:17:34,244
Are you out there?


246
00:17:34,586 --> 00:17:40,115
I fear you, yet I sense you may
be the answer to my loneliness.


247
00:17:41,293 --> 00:17:43,420
Does he not still love you, Moira?


248
00:17:43,462 --> 00:17:46,056
I dunnae think so, but he needs me.


249
00:17:46,565 --> 00:17:50,524
Charles has given everything
for his students, his X-Men.


250
00:17:50,569 --> 00:17:53,367
But friends, aye, that's different.


251
00:17:53,405 --> 00:17:56,397
Sometimes I think
I'm the only one he has.


252
00:18:04,750 --> 00:18:06,342
(SCREAMING)


253
00:18:07,553 --> 00:18:11,387
You are driving me insane!


254
00:18:13,792 --> 00:18:16,522
But I must not fight you.


255
00:18:28,407 --> 00:18:30,068
Who are you?


256
00:18:32,244 --> 00:18:34,906
My name is Lilandra.


257
00:18:35,848 --> 00:18:38,180
I come from a world unknown to you.


258
00:18:38,217 --> 00:18:39,684
A world called Shi'ar.


259
00:18:39,718 --> 00:18:42,312
Why have you come here,
to the Earth?


260
00:18:42,354 --> 00:18:45,084
Charles Xavier. Let me show you.


261
00:18:46,625 --> 00:18:50,083
I am the sister of D'Ken,
the emperor of the Shi'ar.


262
00:18:50,129 --> 00:18:52,495
I served my brother loyally,


263
00:18:52,531 --> 00:18:54,396
until I learned that he sought to control


264
00:18:54,433 --> 00:18:56,628
the greatest power in the universe,


265
00:18:56,668 --> 00:18:58,932
the ancient Crystal of M'Kraan.


266
00:18:58,971 --> 00:19:00,996
Immeasurably powerful.


267
00:19:02,107 --> 00:19:04,940
My brother hopes to harness
the crystal's power


268
00:19:04,977 --> 00:19:07,241
to use it as a weapon.


269
00:19:07,279 --> 00:19:09,008
My brother is mad.


270
00:19:09,681 --> 00:19:12,013
It is written that
if the crystal is breached,


271
00:19:12,050 --> 00:19:14,712
both of our galaxies could be at risk.


272
00:19:18,056 --> 00:19:19,523
(SCREECHING)


273
00:19:29,668 --> 00:19:31,795
To keep the crystal from my brother,


274
00:19:31,837 --> 00:19:36,934
I violated its ancient sanctuary,
the most sacred temple of Shi'ar.


275
00:19:38,043 --> 00:19:40,204
I stole the M'Kraan Crystal.


276
00:19:44,550 --> 00:19:46,609
I escaped aboard a star cruiser,


277
00:19:46,652 --> 00:19:50,179
but my brother pursued me,
with the warships of the Imperial fleet.


278
00:19:50,222 --> 00:19:54,022
They attempted to destroy me
and my ship to get the crystal.


279
00:19:56,161 --> 00:19:58,459
I managed to reach your solar system.


280
00:19:58,497 --> 00:20:01,466
But D'Ken will follow me here, in time.


281
00:20:02,801 --> 00:20:05,497
That is why you must help me.


282
00:20:05,537 --> 00:20:08,529
What led you here, to me?


283
00:20:08,574 --> 00:20:11,134
The Shi'ar believe that two minds
can be linked


284
00:20:11,176 --> 00:20:13,838
from the moment of their creation,


285
00:20:13,879 --> 00:20:16,814
destined to seek each other out
in their time of need.


286
00:20:16,848 --> 00:20:20,875
It's a bond like love, only deeper.


287
00:20:20,919 --> 00:20:24,184
-Do you also believe this?
-l do now.


288
00:20:24,556 --> 00:20:27,753
I have seen your face
a thousand times, in my mind.


289
00:20:27,793 --> 00:20:28,885
(DOOR ALARM BEEPING)


290
00:20:28,927 --> 00:20:30,861
It's all right, Moira.


291
00:20:32,664 --> 00:20:35,758
The name's Juggernaut, dear brother!


292
00:20:36,602 --> 00:20:38,035
(GROANING)


293
00:20:38,070 --> 00:20:41,130
And you must be Lilandra!


294
00:20:41,306 --> 00:20:42,705
(LAUGHING)