1 00:00:01,134 --> 00:00:03,068 NARRATOR: Previously on X-Men... 2 00:00:03,336 --> 00:00:05,964 I've come for the Princess Lilandra. 3 00:00:06,773 --> 00:00:08,900 She's still a bit under the weather, 4 00:00:08,942 --> 00:00:12,036 but you didn't specify what condition she had to be in. 5 00:00:12,112 --> 00:00:15,104 Tell me where the M'Kraan Crystal is. 6 00:00:15,148 --> 00:00:17,082 You must save Lilandra. 7 00:00:17,417 --> 00:00:20,181 Our job is to find Lilandra and get out fast. 8 00:00:20,353 --> 00:00:22,082 Anybody know what she looks like? 9 00:00:22,122 --> 00:00:23,714 She's from another galaxy. 10 00:00:23,857 --> 00:00:26,223 You see a woman you don't know, rescue her. 11 00:00:32,665 --> 00:00:36,032 ERIC THE RED: Forget these freaks! We must get Lilandra to my ship. 12 00:00:36,069 --> 00:00:37,593 No! 13 00:00:38,738 --> 00:00:40,137 Let Lilandra go. 14 00:00:43,109 --> 00:00:44,201 Gladiator! 15 00:00:44,244 --> 00:00:45,802 I have Lilandra. 16 00:00:45,845 --> 00:00:48,473 But where is the M'Kraan Crystal? 17 00:00:48,515 --> 00:00:51,040 Why do you serve a madman like my brother? 18 00:00:51,084 --> 00:00:53,848 Take her with my respects to the Emperor. 19 00:00:53,887 --> 00:00:54,979 (GRUNTING) 20 00:00:55,021 --> 00:00:58,752 I am sorry, Princess, but you must give your brother the crystal. 21 00:00:58,825 --> 00:01:03,228 No! For the sake of the universe, no! 22 00:01:03,530 --> 00:01:05,088 PHOENIX: Phoenix must go! 23 00:01:12,205 --> 00:01:14,537 PHOENIX: Lilandra is under my protection. 24 00:01:14,574 --> 00:01:17,008 Learn the power of Phoenix. 25 00:01:19,212 --> 00:01:21,976 -Are you the child of the crystal? Yes. 26 00:01:22,082 --> 00:01:24,573 You must help me to keep the crystal 27 00:01:24,617 --> 00:01:27,677 from falling into the hands of my brother, the Emperor! 28 00:01:30,356 --> 00:01:33,382 The crystal is here. I can feel its power. 29 00:01:33,893 --> 00:01:36,020 (LAUGHING) 30 00:02:43,096 --> 00:02:46,930 Do not fear, Lilandra. The X-Men will do all in our power 31 00:02:46,966 --> 00:02:49,230 to help you safeguard the crystal. 32 00:02:49,269 --> 00:02:51,703 I must return to my ship at once, 33 00:02:51,738 --> 00:02:55,435 and my transporter is not strong enough to bring you with me. 34 00:02:55,475 --> 00:02:56,533 (PHOENIX SIGHS) 35 00:02:56,576 --> 00:03:00,876 -PHOENIX: [ am. -Funny, you don't look it. 36 00:03:01,147 --> 00:03:05,208 This body is young and strong. It recovers quickly. 37 00:03:06,986 --> 00:03:08,453 (GASPING) A ship! 38 00:03:11,591 --> 00:03:15,857 It isn't your brother, Lilandra. It is a friend. 39 00:03:27,507 --> 00:03:30,101 -CYCLOPS: Where's Jean? -Searching the skies. 40 00:03:33,613 --> 00:03:36,081 She's all right, Cyke. Best I can tell. 41 00:03:45,792 --> 00:03:48,260 Jean? Jean? 42 00:03:50,330 --> 00:03:54,596 It is good that you are here. Help me to prepare the others. 43 00:03:54,634 --> 00:03:57,694 -For what? -For the battle to save the galaxy. 44 00:03:57,737 --> 00:04:01,969 -l can help! Just tell me how! -l will tell you what I can. 45 00:04:02,308 --> 00:04:08,213 But there is much I do not know, and there is much I must do alone. 46 00:04:09,616 --> 00:04:11,447 I was heartened to discover that you were not 47 00:04:11,484 --> 00:04:14,476 a figment of the Professor's unbridled imagination. 48 00:04:14,520 --> 00:04:16,818 I am anxious to learn more about your people. 49 00:04:16,856 --> 00:04:20,656 -Looks like you'll get your chance. -Listen up, people. 50 00:04:20,693 --> 00:04:24,993 -Jean has something to say. -In our hands lies the fate 51 00:04:25,031 --> 00:04:29,229 of a billion star systems, of lives beyond measure. 52 00:04:29,535 --> 00:04:32,663 -Just what I wanted to hear. -It is time to go. 53 00:04:38,678 --> 00:04:39,838 Farewell. 54 00:04:57,964 --> 00:04:59,431 (GROANING) 55 00:05:02,735 --> 00:05:07,729 -Jean! You must not leave me behind! -It's no use, Professor. 56 00:05:08,341 --> 00:05:13,301 The way she said goodbye, it's like they're not coming back, ever. 57 00:05:23,189 --> 00:05:24,520 (GASPS) 58 00:05:31,631 --> 00:05:32,791 (GROANS) 59 00:05:32,832 --> 00:05:34,459 Next time I'll take the bus. 60 00:05:34,500 --> 00:05:35,558 (MOANS) 61 00:05:35,601 --> 00:05:36,898 I've got you! 62 00:05:37,870 --> 00:05:41,033 (STAMMERING) No, I'll be all right. 63 00:05:45,845 --> 00:05:48,439 Thanks to you, we have arrived before my brother. 64 00:05:48,481 --> 00:05:52,679 -That's what all the fuss is about? -How you fit a whole galaxy in there? 65 00:05:52,719 --> 00:05:55,244 Its faceted configuration gives the crystal 66 00:05:55,288 --> 00:05:58,621 infinite storage capacity for refracted light energy. 67 00:05:58,958 --> 00:06:02,450 (CHUCKLES) I knew there had to be a simple explanation. 68 00:06:02,495 --> 00:06:05,430 You like it, chere? I'll get you one for Christmas. 69 00:06:11,637 --> 00:06:14,231 We must move quickly to safeguard the crystal. 70 00:06:23,282 --> 00:06:25,045 Take evasive action! 71 00:06:29,222 --> 00:06:30,712 (ALL YELLING) 72 00:06:38,798 --> 00:06:39,822 (MOANS) 73 00:06:40,333 --> 00:06:44,394 -Who knocked? -It was some sort of stun ray. 74 00:06:46,172 --> 00:06:49,005 Lilandra's out colder than a leftover hush puppy. 75 00:06:49,308 --> 00:06:53,768 The ray may have been specifically attuned to Shi'ar life forms. 76 00:06:55,782 --> 00:06:58,979 Aliens, Corsair! Ugly ones, too! 77 00:06:59,118 --> 00:07:02,679 Who are you calling ugly, lizard lips? 78 00:07:06,959 --> 00:07:08,358 Get the crystal! 79 00:07:13,866 --> 00:07:16,596 Interesting weaponry. 80 00:07:19,238 --> 00:07:20,603 Effective, too. 81 00:07:25,111 --> 00:07:26,442 (MEOWING) 82 00:07:32,752 --> 00:07:35,448 There ain't hardly room to swing a cat in here! 83 00:07:37,857 --> 00:07:40,189 These are not the Emperor's troops. 84 00:07:40,693 --> 00:07:46,290 They are intergalactic pirates who call themselves the Starjammers. 85 00:07:46,332 --> 00:07:49,790 Pirates? Where do they keep their swords and eye patches? 86 00:07:51,838 --> 00:07:53,703 -Raza! -Aye, captain. 87 00:07:54,106 --> 00:07:56,404 Re-calibrate the stun ray for humans! 88 00:07:56,509 --> 00:07:58,602 -But, Captain... -Just do it! 89 00:07:58,778 --> 00:08:00,803 Surrender, or I'll fire! 90 00:08:06,352 --> 00:08:09,150 -No, Scott! You can't! �What? 91 00:08:09,322 --> 00:08:10,482 Fire, Raza! 92 00:08:15,862 --> 00:08:17,090 (ALL GROANING) 93 00:08:23,402 --> 00:08:24,733 Come, Hepzibah. 94 00:08:34,013 --> 00:08:35,480 (GROANS) 95 00:08:36,082 --> 00:08:39,176 Who turned out the lights again? Jean. 96 00:08:41,587 --> 00:08:43,782 They took the crystal, Logan. 97 00:08:43,990 --> 00:08:45,855 They took Scott, too. 98 00:08:46,292 --> 00:08:50,456 Jean, why did you stop Cyke when he was about to blast that joker? 99 00:08:50,496 --> 00:08:52,259 I can't tell you. 100 00:08:52,899 --> 00:08:55,060 PHOENIX: That he's Scoft's father. 101 00:08:59,672 --> 00:09:03,301 Why have you taken him, my captain? As a hostage? 102 00:09:03,342 --> 00:09:05,469 No, Raza. Not a hostage. 103 00:09:07,446 --> 00:09:11,815 He's a weapon. The last one we'll ever need. 104 00:09:21,193 --> 00:09:22,785 Identify yourself. 105 00:09:22,962 --> 00:09:26,420 Scout ship of Imperial Agent Davan Shakari, Majesty. 106 00:09:26,832 --> 00:09:29,323 Code name Eric the Red. 107 00:09:29,368 --> 00:09:31,962 He wishes permission to report to you. 108 00:09:32,004 --> 00:09:34,996 Shakari, I ordered you to intercept Lilandra 109 00:09:35,041 --> 00:09:37,100 and recover the M'Kraan Crystal. 110 00:09:37,143 --> 00:09:39,737 Why have you not done as I commanded? 111 00:09:49,221 --> 00:09:53,214 You say a group of pathetic Earth creatures defeated you? 112 00:09:53,259 --> 00:09:57,286 You, an Imperial Shi'ar agent? Fool! 113 00:09:58,831 --> 00:10:01,527 Gladiator, tell me what has happened. 114 00:10:02,201 --> 00:10:05,659 My lord, is it not said that the crystal is protected 115 00:10:05,705 --> 00:10:07,696 by a guardian of immense power? 116 00:10:07,740 --> 00:10:12,473 -The Phoenix is only a legend. -My lord, I have seen her. 117 00:10:14,280 --> 00:10:18,683 -Corsair! Impudent rebel dog! -Pirate traitor! 118 00:10:18,884 --> 00:10:21,910 I'm glad you haven't forgotten me, D'Ken. 119 00:10:21,954 --> 00:10:23,888 Do you remember this? 120 00:10:25,891 --> 00:10:30,760 The M'Kraan Crystal. Name your price, thief! 121 00:10:31,631 --> 00:10:35,192 I know you'd give everything you've got to get your hands on it, 122 00:10:35,501 --> 00:10:38,095 but I'm only asking half. 123 00:10:38,337 --> 00:10:42,569 -Half the Imperial treasury. -My lord, he insults you! 124 00:10:42,608 --> 00:10:47,238 Silence! By the sacred ancestors of the Shi'ar, 125 00:10:47,279 --> 00:10:49,713 I agree to your price. 126 00:10:49,749 --> 00:10:53,480 I'll bring you the crystal and a present for your amusement. 127 00:10:53,853 --> 00:10:56,845 One of the Earth creatures who've been helping Lilandra. 128 00:10:56,889 --> 00:11:01,758 Though your forces failed, I was able to deal with them. 129 00:11:03,129 --> 00:11:05,393 -Gladiator. -Yes, my Emperor? 130 00:11:05,431 --> 00:11:08,594 As soon as the crystal is mine, 131 00:11:08,634 --> 00:11:13,936 you will destroy Corsair and his Starjammers. 132 00:11:14,106 --> 00:11:16,802 But, my lord, you swore the Sacred Qath! 133 00:11:16,842 --> 00:11:18,833 You will do it! 134 00:11:18,878 --> 00:11:20,675 Yes, my Emperor. 135 00:11:21,347 --> 00:11:25,215 Imperial Guards, your Emperor honors us by sending us against 136 00:11:25,251 --> 00:11:27,412 the rebel Starjammers in battle. 137 00:11:27,453 --> 00:11:30,581 The leader Corsair will be taken and destroyed. 138 00:11:38,764 --> 00:11:43,133 -The Emperor and I had a friendly chat. -What are you to him? 139 00:11:43,169 --> 00:11:48,072 A festering wound in his side. He calls me a pirate and worse. 140 00:11:48,107 --> 00:11:50,701 -l think he's right. -Perhaps. 141 00:11:50,743 --> 00:11:54,110 But today, I'm D'Ken's best friend. 142 00:11:54,146 --> 00:11:57,513 Today I'm selling him the M'Kraan Crystal. 143 00:11:57,550 --> 00:12:00,849 You can't do that! Don't you know that if that madman 144 00:12:00,886 --> 00:12:04,720 unleashes the power of the crystal, it could destroy the entire galaxy? 145 00:12:04,757 --> 00:12:07,555 D'Ken will never touch the crystal, 146 00:12:07,593 --> 00:12:11,962 because you are going to end his miserable existence. 147 00:12:16,702 --> 00:12:20,604 The only way I can get close to D'Ken is to offer him the crystal. 148 00:12:21,273 --> 00:12:23,605 Why are you so determined to destroy him? 149 00:12:23,642 --> 00:12:26,907 D'Ken has destroyed millions in his quest for power. 150 00:12:26,946 --> 00:12:30,438 One of those millions was my wife. 151 00:12:30,583 --> 00:12:33,950 -Does he know what he's done to you? -He knows. 152 00:12:34,587 --> 00:12:36,214 Then he'll expect an attack. 153 00:12:36,255 --> 00:12:41,352 From me, yes. But not from you, a helpless prisoner. 154 00:12:41,427 --> 00:12:46,023 You should have one clear shot from your eyes at full strength. 155 00:12:46,065 --> 00:12:48,590 I won't take a life in cold blood. 156 00:12:48,634 --> 00:12:50,898 If D'Ken lives and gets his hands on the crystal, 157 00:12:50,936 --> 00:12:55,100 and eventually he will, billions of lives will be lost. 158 00:12:55,808 --> 00:12:58,777 Is your sense of honor worth so much? 159 00:13:00,112 --> 00:13:04,208 Is one woman's life important enough to risk the fate of an entire galaxy? 160 00:13:07,686 --> 00:13:09,347 It was to me. 161 00:13:25,037 --> 00:13:28,803 The Starjammer is too fast. We cannot overtake it. 162 00:13:36,015 --> 00:13:37,949 Fascinating. 163 00:13:46,992 --> 00:13:48,016 Hey! 164 00:13:48,127 --> 00:13:50,595 How can we fight something we can't catch? 165 00:13:50,696 --> 00:13:54,359 Don't worry, we'll fight little green men soon enough. 166 00:13:54,400 --> 00:13:57,062 You must transport us to the Starjammer, 167 00:13:57,102 --> 00:13:58,763 just as you brought us here. 168 00:13:58,804 --> 00:14:03,332 I'm still weak, but be patient. I will recover. 169 00:14:03,976 --> 00:14:08,208 Each time I use my powers, I grow stronger. 170 00:14:16,989 --> 00:14:20,686 The time has come. Will you help me destroy the Emperor? 171 00:14:20,726 --> 00:14:24,594 You know that, for the sake of the galaxy, I have no choice. 172 00:14:31,003 --> 00:14:36,270 -If we fail, get the Starjammer to safety. -We shall not abandon you, Corsair. 173 00:14:36,342 --> 00:14:40,608 As long as I'm captain of this ship, you'll carry out my orders. 174 00:14:41,247 --> 00:14:44,648 If we fail, someone has to carry on the fight. 175 00:15:05,471 --> 00:15:08,770 -l come from your planet. -How is that possible? 176 00:15:09,475 --> 00:15:10,635 (LAUGHING) 177 00:15:10,676 --> 00:15:12,473 That's a long story. 178 00:15:13,279 --> 00:15:17,375 We're so close to Earth now. I would've liked to have seen it again. 179 00:15:19,051 --> 00:15:21,110 -Do you have any children? -No. 180 00:15:21,720 --> 00:15:23,984 I wouldn't know mine now if I saw them. 181 00:15:24,023 --> 00:15:28,687 Except I remember my oldest boy. He had his mother's eyes. 182 00:15:31,730 --> 00:15:34,358 If I can contact Cyclops telepathically, 183 00:15:34,400 --> 00:15:37,198 I can use the mind-link like a homing beacon. 184 00:15:42,942 --> 00:15:45,877 Emperor, the prisoner is the leader of the X-Men. 185 00:15:46,312 --> 00:15:50,681 So07? Such a pathetic creature is of no interest to me. 186 00:15:54,253 --> 00:15:56,778 Scott, Scott. 187 00:15:58,190 --> 00:16:00,658 -Scott. -It's Jean! 188 00:16:03,228 --> 00:16:04,820 I'm coming, Scott! 189 00:16:12,071 --> 00:16:17,771 The crystal is here. I can feel its power. Corsair! Show me the crystal! 190 00:16:27,953 --> 00:16:32,083 It is mine! The greatest power in the universe. 191 00:16:34,526 --> 00:16:37,552 -Do it now! -Imperial Guards! 192 00:16:43,802 --> 00:16:45,895 It is the Phoenix! 193 00:16:47,206 --> 00:16:50,767 D'Ken! You've lived too long! 194 00:16:53,612 --> 00:16:54,909 (MOANING) 195 00:16:56,482 --> 00:16:57,608 Jean! 196 00:17:01,020 --> 00:17:02,954 Corsair, you fool. 197 00:17:04,490 --> 00:17:05,855 A shape-shifter! 198 00:17:09,061 --> 00:17:10,858 Destroy them all! 199 00:17:12,464 --> 00:17:14,091 Start the ball, Cajun! 200 00:17:29,515 --> 00:17:32,814 X-Men! Get the crystal! 201 00:17:41,560 --> 00:17:42,754 (GROANS) 202 00:17:50,035 --> 00:17:52,868 Drop it, bub, or I'll drop you! 203 00:17:56,508 --> 00:17:59,705 -Out of my way, woman. -Get out of your own way! 204 00:18:00,913 --> 00:18:03,438 -Thank you, Rogue. -l enjoyed it. 205 00:18:03,849 --> 00:18:06,317 Gladiator! Cut off their retreat! 206 00:18:11,857 --> 00:18:14,018 Everyone! Head for the Starjammer! 207 00:18:29,108 --> 00:18:30,370 Let's move it! 208 00:18:39,084 --> 00:18:40,984 The bigger they are... 209 00:18:43,155 --> 00:18:44,247 Help! 210 00:18:45,524 --> 00:18:47,082 (WOLVERINE GRUNTING) 211 00:18:51,163 --> 00:18:53,393 -What's cooking? -Come, my friend! 212 00:18:54,700 --> 00:18:57,134 Stop fooling around, Gambit! We gotta go! 213 00:19:00,806 --> 00:19:04,742 "Our safety is our speed.� Ralph Waldo Emerson. 214 00:19:13,452 --> 00:19:15,010 I'll help you, Beast! 215 00:19:15,654 --> 00:19:17,451 It was the thought that counted. 216 00:19:17,489 --> 00:19:18,888 I got it, Beast. 217 00:19:22,161 --> 00:19:23,560 Is that everyone? 218 00:19:25,664 --> 00:19:26,858 It is now. 219 00:19:28,133 --> 00:19:29,327 Scott! 220 00:19:30,669 --> 00:19:33,502 -Let's go! -You don't have to tell me twice! 221 00:19:33,872 --> 00:19:36,705 Corsair to Starjammer. Get ready to... D'Ken! 222 00:19:38,911 --> 00:19:42,972 One false move, X-Men, and Gladiator will crush Lilandra! 223 00:19:43,015 --> 00:19:44,141 (SNARLING) 224 00:19:44,183 --> 00:19:46,583 No, Logan. It's up to me now. 225 00:19:46,618 --> 00:19:49,815 In the name of Sharra and K'ythri, 226 00:19:49,855 --> 00:19:52,085 and the sacred ancestors of the Shi'ar... 227 00:19:52,124 --> 00:19:54,183 D'Ken! No! 228 00:19:54,226 --> 00:19:55,420 (MUFFLED SCREAMING) 229 00:19:56,395 --> 00:20:00,855 I call upon the nine dying stars, and the world that has no name! 230 00:20:01,200 --> 00:20:02,326 Stop! 231 00:20:04,303 --> 00:20:07,204 I am the guardian of the crystal. 232 00:20:07,306 --> 00:20:12,539 Unlock the power of the M'Kraan and make the galaxy mine! 233 00:20:16,848 --> 00:20:18,372 You are too late! 234 00:20:22,521 --> 00:20:25,319 I was not yet strong enough to stop him. 235 00:20:26,158 --> 00:20:29,423 It has begun. By opening a breach in the crystal, 236 00:20:29,461 --> 00:20:33,727 D'Ken has unleashed the power of the negative galaxy inside. 237 00:20:33,832 --> 00:20:35,697 You mean it might get out? 238 00:20:38,036 --> 00:20:43,099 I mean we and everything we know may soon be pulled in.