1
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NARRATOR: Previously on X-Men...


2
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PHOENIX: In our hands lies the fate
of a billion star systems,


3
00:00:07,807 --> 00:00:09,968
of lives beyond measure.


4
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XAVIER: Do not fear, Lilandra.
The X-Men will do all in our power


5
00:00:14,014 --> 00:00:15,982
to help you safeguard the crystal.


6
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Get the crystal!


7
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Fire, Raza!


8
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(ALL GRUNT)


9
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Corsair!


10
00:00:26,426 --> 00:00:28,394
Do you remember this?


11
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The M'Kraan Crystal. Name your price!


12
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Show me the crystal!


13
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I'm coming, Scott!


14
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Start the ball, Cajun!


15
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(GROANS)


16
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(GRUNTS)


17
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-Out of my way, woman.
-Get out of your own way!


18
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-Thank you, Rogue.
-l enjoyed it.


19
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Get ready to... D'Ken!


20
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Unlock the power of the M'Kraan...


21
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No!


22
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...and make the galaxy mine!


23
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(MOANS)


24
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(GRUNTS)


25
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(SNARLING)


26
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(LAUGHING)


27
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You fools!
Your foolishness amuses me.


28
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I do not understand.


29
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What is happening?


30
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D'Ken has been granted his wish.
He is one with the crystal.


31
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He is creating his own universe
inside the crystal,


32
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where we all will soon be.


33
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Ch'od, get the Starjammer out of here.
Now!


34
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What is wrong, Captain?


35
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We are ready to board
the Imperial cruiser and retrieve you.


36
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No! Full escape velocity immediately.
That's an order.


37
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You must join them.


38
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I need time to see if the power
of the Phoenix can contain the crystal.


39
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But if it cannot, then nothing
in the galaxy can protect any of us.


40
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What can we do?


41
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Nothing. It is what I must do.


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Corsair! What is happening?


43
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We are being given
a short time to consider our fate


44
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while someone attempts to change it.


45
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I must learn.
The crystal must be healed.


46
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Can you show us what's happening?


47
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Ch'od, full magnification.


48
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That is all we can do.
Soon, we will be out of range.


49
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I am the guardian, teach me to... No!


50
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(ALL EXCLAIM)


51
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Who slam on the brakes?


52
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Phoenix has failed.


53
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We shall soon join my brother
inside the crystal.


54
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How are you so blamed sure?


55
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-She might still...
-Look!


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Jean!


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I got a real bad feeling we're next.


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CORSAIR: Ch'od, open fire!


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-What are you doing?
-Trying to live.


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GLADIATOR: It has no effect.


61
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Anybody else got any bright ideas?


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What's that?


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(GASPS)


64
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And Cerebro reports
environmental disturbances


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everywhere around the world.
I will do what I can.


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As we all shall.


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Professor Xavier! Professor!
The sun, it's, well, kind of fading away!


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I know, Jubilee.


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We have discovered
a phenomenon much like a black hole,


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an enormous gravitational force
near the sun.


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We must assume
it is the M'Kraan Crystal.


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It is slowly drawing everything into it,
even the sun's light.


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Soon, it will absorb the sun itself,


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the entire solar system
including the Earth.


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The rest of the galaxy may well follow,


76
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though, by that time, we shall
have long since ceased to care.


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There's gotta be some way to stop it!


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There is one hope, the X-Men.


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Maintain full power! Don't give up!


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I regret, my Empress,


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that my service to you must begin
under such circumstances.


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All is lost, Empress!


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Hang on, chere. If this be our last ride,
we take it together...


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(ALL GROANING)


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If this is death, it's not so bad, huh?


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(COUGHS)


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Speak for yourself, Cajun.


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BEAST: Fascinating.


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The legends of the crystal are true.


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LILANDRA: But what of D'Ken?


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D'KEN: What of D'Ken? He lives!


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(D'KEN LAUGHING)


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Show yourself!


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D'KEN: You wish to see me?


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Behold the power of a living galaxy!


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Soon, the universe will tremble!


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If we're not gonna make it out of here,
let's at least shut this guy up.


98
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Logan, stop it!


99
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(ROARING)


100
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(GRUNTS)


101
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(GROANS)


102
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Perhaps another approach...


103
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Maybe he likes to play catch.


104
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(GRUNTING)


105
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(LAUGHING)


106
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You fools! None of you understand.


107
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(SIGHS)


108
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Look out!


109
00:09:26,365 --> 00:09:27,764
(LAUGHING)


110
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It has no effect, Empress!


111
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Your pathetic efforts gain you nothing.
Your weapons feed me.


112
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The crystal will gain you nothing.
You are trapped within it, as we are.


113
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Its power will destroy you!


114
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Destroy me? The crystal is life.
I am reborn!


115
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I need only think of your destruction
and it shall be!


116
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(LAUGHING)


117
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D'Ken, brother,
unless the crystal is sealed,


118
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it will destroy the galaxy,
including the entire Shi'ar empire.


119
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We must join forces to stop it.


120
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Stop it?


121
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(LAUGHING)


122
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I hunger for it.


123
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He hears nothing, Empress.
We are on our own.


124
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Prepare to be destroyed, creature!


125
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(YELLING)


126
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You? Fight me? You insect!


127
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(GROANING)


128
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Gotcha, big guy.


129
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You see how easily
I defeat your protectors.


130
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I tire of you, sister.


131
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(LAUGHING)


132
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(SCREAMING)


133
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Empress!


134
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I never thought I'd say it, Logan,
but there's nothing we can do.


135
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(WOMAN GRUNTING)


136
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(ALL SCREAMING)


137
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(PEOPLE SCREAMING)


138
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The immediate threat to New York City
has been averted.


139
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-XAVIER: Well done, Storm!
-It is terrible, Professor.


140
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It is as though
the Earth has gone mad.


141
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Calm yourself, Storm.
You cannot be everywhere at once.


142
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Help where you can.


143
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The disturbances will cease
if the X-Men are successful.


144
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(D'KEN LAUGHING)


145
00:12:55,407 --> 00:12:57,238
(LAUGHING)


146
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(GRUNTS)


147
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(D'KEN LAUGHING)


148
00:13:58,904 --> 00:14:00,201
(GROANS)


149
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Fear what I have become, sister?


150
00:14:17,623 --> 00:14:22,890
Let the others watch as I repay you
for your treachery in opposing me.


151
00:14:25,197 --> 00:14:26,824
PHOENIX: Do not despair.


152
00:14:29,301 --> 00:14:31,132
The Phoenix survives.


153
00:14:31,637 --> 00:14:33,070
No! Begone!


154
00:14:34,106 --> 00:14:37,405
Fear not, Empress. You are safe now.


155
00:14:43,015 --> 00:14:45,677
Leave my world. I command it!


156
00:14:48,754 --> 00:14:50,915
PHOENIX: Lilandra's star cruiser
approaches.


157
00:14:50,956 --> 00:14:55,325
I will teleport you all to the ship,
beyond the reach of D'Ken's power.


158
00:14:59,665 --> 00:15:04,125
No one is safe from my power!
I am one with the crystal.


159
00:15:06,338 --> 00:15:09,068
The galaxy is mine to destroy.


160
00:15:09,408 --> 00:15:12,206
PHOENIX: The power has
destroyed you, D'Ken.


161
00:15:12,244 --> 00:15:15,236
The galaxy shall not share your fate.


162
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-You're alive!
-Yes, my darling.


163
00:15:27,326 --> 00:15:31,262
What about the crystal?
Can you truly stop its power?


164
00:15:31,730 --> 00:15:33,891
We have learned of one way,


165
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(GASPS)


166
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if my body can take it.


167
00:15:38,003 --> 00:15:40,870
Jean was chosen
for her empathic abilities.


168
00:15:41,440 --> 00:15:45,638
We have learned much from the orb,
the living center of the crystal.


169
00:15:46,011 --> 00:15:49,139
She felt its pain where I could not.


170
00:15:49,181 --> 00:15:53,015
I know now what must be done,
if I am strong enough.


171
00:15:53,886 --> 00:15:57,982
We must try to join with
the matrix of the crystal's energy field.


172
00:15:58,624 --> 00:16:03,061
The power of Phoenix may be able
to restore what D'Ken has broken.


173
00:16:03,095 --> 00:16:04,858
You could be locked in here forever!


174
00:16:05,197 --> 00:16:07,392
Don't try to stop me, Scott.


175
00:16:07,833 --> 00:16:12,327
I'm only doing what must be done,
what any of the X-Men would do.


176
00:16:12,838 --> 00:16:14,203
I'm coming with you.


177
00:16:14,573 --> 00:16:17,337
You can't be a part of where I'm going.


178
00:16:17,376 --> 00:16:20,641
He knows, Jean.
That don't make it easy to take.


179
00:16:22,648 --> 00:16:26,607
-Jean!
-Goodbye, my friends. I love you all.


180
00:16:38,197 --> 00:16:39,755
Goodbye, Scott!


181
00:16:46,205 --> 00:16:48,833
Someone help me find a way.


182
00:16:50,109 --> 00:16:57,038
Your wisdom. Your compassion.
Your gentleness. Your innocence.


183
00:16:58,050 --> 00:17:01,213
Your courage. Your love.


184
00:17:10,462 --> 00:17:13,556
No! You cannot contain
the power of the crystal.


185
00:17:13,832 --> 00:17:16,096
You cannot! No!


186
00:17:29,314 --> 00:17:31,145
What does it mean, Professor?


187
00:17:31,183 --> 00:17:32,775
The X-Men have succeeded.


188
00:17:32,818 --> 00:17:35,616
The power of the crystal
has been contained.


189
00:17:35,654 --> 00:17:37,315
But at what cost?


190
00:17:39,591 --> 00:17:41,388
PHOENIX: The crystal is sealed,


191
00:17:41,427 --> 00:17:45,693
but the only way to guarantee that
its power will never be released again


192
00:17:45,731 --> 00:17:49,792
is for me to take it
beyond the reach of any living being.


193
00:17:49,835 --> 00:17:53,396
The crystal cannot be destroyed,
even in the heart of the sun,


194
00:17:53,439 --> 00:17:56,135
but there it, and I, will be safe.


195
00:18:00,646 --> 00:18:03,240
For this, I am sorry, Cyclops.


196
00:18:03,682 --> 00:18:05,775
Goodbye, my love.


197
00:18:11,757 --> 00:18:14,521
The crystal shall be buried forever.


198
00:18:26,605 --> 00:18:27,936
The light!


199
00:18:27,973 --> 00:18:29,235
(GASPS)


200
00:18:31,510 --> 00:18:35,674
Oh, Scott, if only you could see it.


201
00:18:41,587 --> 00:18:45,182
Goodbye, Charles.
I shall never forget you and the X-Men.


202
00:18:45,357 --> 00:18:49,259
-Stay with us, Lilandra.
-l am Shi'ar Empress now.


203
00:18:49,528 --> 00:18:51,086
I must return to my world


204
00:18:51,130 --> 00:18:54,065
and try to set right
all the wrong my brother did.


205
00:18:54,133 --> 00:18:55,327
Come with me, Charles.


206
00:18:56,235 --> 00:19:01,935
Until there is peace between mutants
and ordinary humans, I cannot leave.


207
00:19:04,776 --> 00:19:06,937
We both have our work to do.


208
00:19:11,483 --> 00:19:14,975
I'm sorry I tried to use you
against the Emperor, Cyclops.


209
00:19:15,020 --> 00:19:17,853
Since I lost my wife,
I've lived only for my revenge.


210
00:19:17,890 --> 00:19:20,882
None of us know how we'll react
when we lose someone we love.


211
00:19:21,260 --> 00:19:23,888
I'll have to find
a hew reason for living now.


212
00:19:23,929 --> 00:19:25,123
So will I.


213
00:19:25,197 --> 00:19:29,429
I'm proud to have known you
and the X-Men. Farewell.


214
00:19:30,369 --> 00:19:35,068
I've lost Jean, and Corsair lost his wife.
I wish we had a chance to talk.


215
00:19:35,340 --> 00:19:38,104
I believe Emily Dickinson said it best,


216
00:19:38,143 --> 00:19:42,477
"Parting is all we know of heaven
And all we need of hell"


217
00:19:42,814 --> 00:19:46,375
There are some bonds that
cannot be broken, Charles Xavier.


218
00:19:46,852 --> 00:19:48,376
We shall meet again.


219
00:20:01,667 --> 00:20:02,861
Jean.


220
00:20:06,038 --> 00:20:08,802
XAVIER: Do you know
the legend of the Phoenix?


221
00:20:08,840 --> 00:20:11,502
I'm not interested in legends right now.


222
00:20:11,543 --> 00:20:16,845
The Phoenix was a mythical bird
that was consumed by fire,


223
00:20:17,482 --> 00:20:20,781
but always rose again from the ashes.


224
00:20:21,153 --> 00:20:24,020
Perhaps that's what
the Phoenix represents,


225
00:20:24,590 --> 00:20:26,649
hope which never dies.


226
00:20:28,260 --> 00:20:31,161
Please think about it, Cyclops.


227
00:20:43,075 --> 00:20:44,201
Jean.