1 00:01:09,502 --> 00:01:12,938 Why can't I move? 2 00:01:22,749 --> 00:01:24,216 (THUNDER RUMBLING) 3 00:01:39,566 --> 00:01:44,902 -(GROANS) That's some wake-up call. -Something's going on outside. 4 00:01:44,971 --> 00:01:49,135 Beast, see if everyone else is okay. The rest of us, let's go! 5 00:01:49,209 --> 00:01:50,233 Outside? 6 00:01:53,012 --> 00:01:56,175 Oh, wow! Who put on the laser show? 7 00:01:56,916 --> 00:01:59,578 Something's kind of spooky about all this. 8 00:01:59,652 --> 00:02:04,214 Elements are out of balance. Qur world is under siege! 9 00:02:06,593 --> 00:02:08,356 I don't believe it! 10 00:02:09,028 --> 00:02:13,658 That's right, runt! Ain't life just special? 11 00:02:14,267 --> 00:02:15,564 (SHOUTS) 12 00:02:15,602 --> 00:02:16,660 (GROANS) 13 00:02:16,936 --> 00:02:18,369 (GRUNTING) 14 00:02:20,974 --> 00:02:22,202 (SHOUTING) 15 00:02:22,876 --> 00:02:24,639 (BOTH GRUNTING) 16 00:02:25,311 --> 00:02:30,146 All right, who's out there? Come out now and you won't get hurt! 17 00:02:30,216 --> 00:02:31,478 (HEAVY THUDDING) 18 00:02:33,052 --> 00:02:34,076 JUBILEE: Huh? 19 00:02:34,287 --> 00:02:35,311 (JUBILEE SCREAMS) 20 00:02:37,524 --> 00:02:38,548 (GASPS) 21 00:02:38,758 --> 00:02:39,816 (GRUNTING) 22 00:02:42,195 --> 00:02:44,026 (LAUGHING EVILLY) 23 00:02:44,130 --> 00:02:45,154 (SCREAMS) 24 00:02:45,765 --> 00:02:50,065 What sorcery is this? No, please! 25 00:02:51,237 --> 00:02:52,568 Begone! 26 00:02:54,040 --> 00:02:55,064 No. 27 00:02:55,141 --> 00:02:58,872 -JEAN: Scott, help me! -Care to join her? 28 00:03:00,213 --> 00:03:02,408 (GROANING) Must save them. 29 00:03:02,615 --> 00:03:04,708 (LAUGHING) 30 00:03:11,524 --> 00:03:13,321 They're all gone! 31 00:03:16,930 --> 00:03:19,728 Gone? Hank, what's he talking about? 32 00:03:19,766 --> 00:03:22,257 Why can't we wake him from his nightmare? 33 00:03:22,335 --> 00:03:25,168 How could a slight concussion do all this? 34 00:03:25,205 --> 00:03:28,470 This is an unaccountable biological condition. 35 00:03:28,541 --> 00:03:31,374 The Professor appears to be in no physical pain, 36 00:03:31,411 --> 00:03:33,106 yet he is weakening steadily. 37 00:03:33,179 --> 00:03:35,374 As with the most powerful hypnosis, 38 00:03:35,415 --> 00:03:38,907 his mind is telling him that he's gravely hurt. 39 00:03:38,985 --> 00:03:42,352 Are you saying that something can manipulate Xavier's mind? 40 00:03:42,422 --> 00:03:44,720 He's the most powerful psychic on Earth! 41 00:03:44,791 --> 00:03:47,123 Jean, can't you contact him telepathically? 42 00:03:47,160 --> 00:03:49,287 I've tried. I can't get through! 43 00:03:49,329 --> 00:03:54,232 XAVIER: Oh, Jean, Scott, Jubilee! I couldn't save them! 44 00:03:54,300 --> 00:03:55,528 (MONITOR BEEPING RAPIDLY) 45 00:03:55,568 --> 00:03:57,593 Beast! Those readings are getting worse! 46 00:03:57,670 --> 00:04:01,128 -Professor! -BEAST: Charles, can you hear us? 47 00:04:02,976 --> 00:04:05,809 XAVIER: I... I know this place. 48 00:04:06,813 --> 00:04:11,512 Charles, you finally decided to join us. How lovely. 49 00:04:11,584 --> 00:04:12,812 Mother! 50 00:04:13,953 --> 00:04:17,081 Is this a dream? How can you be here? 51 00:04:17,924 --> 00:04:21,155 -Where am I7? -This is your home, Charles. 52 00:04:21,227 --> 00:04:22,626 Don't you remember? 53 00:04:22,662 --> 00:04:26,928 Yes, of course. But it has been so long. 54 00:04:27,700 --> 00:04:32,160 -And I have missed you so much. -Yes, my darling boy. 55 00:04:32,739 --> 00:04:38,041 I've missed you as well. But now we can be together, forever. 56 00:04:38,111 --> 00:04:43,845 After I lost you, I thought I would never see you again. 57 00:04:43,916 --> 00:04:45,474 But what about my X-Men? 58 00:04:45,551 --> 00:04:49,817 Don't worry, Charles. They're here, too. 59 00:04:49,856 --> 00:04:54,384 -She's right, Professor. -Scott! I do not believe it! 60 00:04:54,427 --> 00:04:58,557 That life of contention and strife is behind us now, Charles. 61 00:04:58,631 --> 00:04:59,825 XAVIER: Storm! 62 00:05:01,134 --> 00:05:04,661 Yeah, Professor. And this place is great! No Sentinels! 63 00:05:05,371 --> 00:05:10,604 You are all so real! Yet, how can this be? 64 00:05:10,677 --> 00:05:12,645 It's up to you, Chuck. 65 00:05:12,712 --> 00:05:16,614 You don't have to worry about us any more. Let it go. 66 00:05:16,683 --> 00:05:18,150 I don't know. 67 00:05:18,751 --> 00:05:25,281 To be with you, all of you, no more struggle, it would be so easy. 68 00:05:26,225 --> 00:05:31,094 Yes! I feel so light! So free! 69 00:05:31,164 --> 00:05:35,965 SHADOW KING: Let go. The universe will be yours. 70 00:05:36,035 --> 00:05:37,127 XAVIER: Yes. 71 00:05:38,338 --> 00:05:39,464 (MONITOR BEEPING) 72 00:05:39,505 --> 00:05:41,132 BEAST: His readings are dropping again! 73 00:05:41,207 --> 00:05:44,335 Beast! You're a doctor, do something! 74 00:05:44,377 --> 00:05:48,541 -We're losing him! -Jean! Try your psychic powers again! 75 00:05:48,581 --> 00:05:51,914 Professor, we need you! Don't give up! 76 00:05:52,318 --> 00:05:56,584 Speak to me, please, please, please. 77 00:05:57,323 --> 00:05:59,757 We need you, we need you, we need you, 78 00:05:59,792 --> 00:06:03,159 -we need you, we need you... Whait! That sounds like Jean. 79 00:06:04,464 --> 00:06:06,125 But where is she? 80 00:06:06,199 --> 00:06:11,501 SHADOW KING: Ignore her, come towards me, Charles. 81 00:06:12,271 --> 00:06:13,636 JEAN: Professor... Professor... Professor. 82 00:06:13,673 --> 00:06:17,268 SHADOW KING: Come to me, and find rest. 83 00:06:17,677 --> 00:06:21,135 XAVIER: I know you, but how? 84 00:06:21,214 --> 00:06:27,551 -SHADOW KING: You don't. You can't. -But I must remember. 85 00:06:27,754 --> 00:06:29,551 A small bag, please. 86 00:06:29,956 --> 00:06:31,287 (MONKEY CHATTERING) 87 00:06:32,325 --> 00:06:34,384 XAVIER: What in the world. 88 00:06:34,761 --> 00:06:36,752 (STORM LAUGHING) 89 00:06:40,400 --> 00:06:41,924 XAVIER: The little imp! 90 00:06:49,208 --> 00:06:52,371 XAVIER: All right, little one, hand me back my wallet. 91 00:06:52,445 --> 00:06:53,707 (GASPS) 92 00:06:56,749 --> 00:06:59,980 SHADOW KING: Well done, sir. XAVIER: Who are you? 93 00:07:00,019 --> 00:07:03,614 SHADOW KING: I have not met another with psychic powers such as my own. 94 00:07:03,689 --> 00:07:07,284 Join me at my table in the restaurant behind you. 95 00:07:08,127 --> 00:07:12,427 That is the one. I beg of you, sir, come in. 96 00:07:13,399 --> 00:07:17,426 So, you do not approve of the way I do business. 97 00:07:17,470 --> 00:07:21,566 Using children to steal? No, I do not agree with that. 98 00:07:21,641 --> 00:07:23,836 The little brat thought you were human. 99 00:07:23,876 --> 00:07:27,141 Normally I would not steal from a fellow mutant. 100 00:07:27,180 --> 00:07:30,946 A thief is a thief, no matter the victim. 101 00:07:30,983 --> 00:07:36,148 I must disagree. Non-mutants are hopelessly stupid creatures. 102 00:07:36,189 --> 00:07:39,647 They deserve our most egregious exploitation. 103 00:07:39,725 --> 00:07:45,664 Why am I reliving these memories? You are the Shadow King! 104 00:07:45,731 --> 00:07:47,596 (GROANING) 105 00:07:51,304 --> 00:07:53,704 We met 20 years ago! 106 00:08:00,847 --> 00:08:04,715 We fought on the astral plane where the greatest telepaths go. 107 00:08:07,954 --> 00:08:09,683 I battled to save Storm 108 00:08:09,722 --> 00:08:12,919 and all the children of Cairo from this madman. 109 00:08:12,959 --> 00:08:15,792 I proved to be the stronger of the two. 110 00:08:15,828 --> 00:08:16,920 (SCREAMING) 111 00:08:16,963 --> 00:08:21,059 And I've kept you there all this time, using my psychic powers. 112 00:08:21,133 --> 00:08:23,192 I was young. I had never met a mutant 113 00:08:23,236 --> 00:08:27,070 who possessed such merciless cruelty as the Shadow King. 114 00:08:27,106 --> 00:08:30,269 I knew the human race must be protected 115 00:08:30,309 --> 00:08:32,140 from such creatures. 116 00:08:34,914 --> 00:08:36,575 (EVIL LAUGHTER) 117 00:08:50,496 --> 00:08:55,092 So, I formed the X-Men. My X-Men. 118 00:09:00,439 --> 00:09:02,737 Individuals dedicated to the belief 119 00:09:02,808 --> 00:09:07,836 that mutants and humans can and must co-exist peacefully. 120 00:09:17,256 --> 00:09:22,853 SHADOW KING: No, they are gone. And your dream has been destroyed. 121 00:09:22,929 --> 00:09:23,953 (LAUGHS) 122 00:09:24,764 --> 00:09:27,232 There are no more X-Men. 123 00:09:27,934 --> 00:09:31,062 It can't be true! I just saw them! 124 00:09:31,137 --> 00:09:34,163 SHADOW KING: In your world, you saw them destroyed. 125 00:09:34,206 --> 00:09:37,004 If you would like to see your lost loved ones again, 126 00:09:37,043 --> 00:09:38,670 come fo me. 127 00:09:38,711 --> 00:09:43,444 Let go. Lose yourself in me. 128 00:09:43,482 --> 00:09:46,542 Be at peace. 129 00:09:53,125 --> 00:09:57,960 This defies all my medical experience! He is slipping once more! 130 00:09:59,765 --> 00:10:00,857 Don't leave us! 131 00:10:01,200 --> 00:10:03,691 JEAN: Professor, where are you? 132 00:10:03,769 --> 00:10:09,071 Jean, I am here, on the astral plane. Can't you sense me? 133 00:10:09,642 --> 00:10:12,668 The Shadow King has been manipulating my mind, 134 00:10:12,712 --> 00:10:14,737 luring me away from you! 135 00:10:14,814 --> 00:10:17,783 SHADOW KING: Yes! You are right, Charles. 136 00:10:17,850 --> 00:10:21,183 You are on the edge of mortal surrender. 137 00:10:21,253 --> 00:10:24,552 And it is too late to resist me now. 138 00:10:24,590 --> 00:10:28,959 -Your mental powers are depleted. -Never! 139 00:10:28,995 --> 00:10:32,795 I shall leave this prison as you enter it. 140 00:10:32,832 --> 00:10:37,394 Your mind held me locked here, but that innocent blow to your head 141 00:10:37,436 --> 00:10:41,429 weakened your hold on me, permitting me to escape. 142 00:10:41,474 --> 00:10:46,707 I will not allow it. Jean! Help me! 143 00:10:47,113 --> 00:10:50,082 Hank! He spoke to me! He asked for help! 144 00:10:50,116 --> 00:10:51,310 What sort of help? 145 00:10:51,417 --> 00:10:56,081 I can't tell. But he seems to be in a desperate struggle with someone. 146 00:10:56,155 --> 00:10:58,783 How can we fight what we can't see? 147 00:10:58,858 --> 00:11:00,951 -Jean! -Professor! 148 00:11:00,993 --> 00:11:02,654 BEAST: Raise him gently. 149 00:11:03,796 --> 00:11:07,789 We were so worried! We thought we'd lost you. 150 00:11:07,833 --> 00:11:10,893 Yes, but now I'm back. 151 00:11:16,175 --> 00:11:17,608 (THUNDER RUMBLING) 152 00:11:29,455 --> 00:11:31,184 (THUNDER RUMBLING) 153 00:11:32,291 --> 00:11:33,349 Who's there? 154 00:11:33,392 --> 00:11:34,586 (SCREAMS) 155 00:11:34,627 --> 00:11:35,753 (GRUNTS) 156 00:11:36,028 --> 00:11:39,623 This better not be somebody's idea of a joke! 157 00:11:39,665 --> 00:11:42,259 You're the joke, hairball! 158 00:11:43,936 --> 00:11:47,531 Who's there? I know I heard something! 159 00:11:48,040 --> 00:11:49,098 (SCREAMS) 160 00:11:49,175 --> 00:11:53,339 Someone please stop this! Professor! 161 00:11:54,947 --> 00:11:57,142 Who is responsible for this? 162 00:11:57,216 --> 00:11:58,308 No. 163 00:11:59,118 --> 00:12:00,585 (GASPS) 164 00:12:01,854 --> 00:12:02,912 (EXCLAIMS) 165 00:12:05,558 --> 00:12:08,322 Not him! It cannot be! 166 00:12:08,561 --> 00:12:09,619 (ALARM BLARING) 167 00:12:09,695 --> 00:12:11,287 There's a security breach! 168 00:12:11,363 --> 00:12:13,661 -Everybody report in! -What's happening? 169 00:12:14,033 --> 00:12:16,399 (BOTH GRUNTING) 170 00:12:20,606 --> 00:12:21,664 CYCLOPS ON PA: Wolverine! 171 00:12:21,874 --> 00:12:25,776 -Let me go! -CYCLOPS: Jubilee!l Storm! 172 00:12:27,446 --> 00:12:30,574 You will not get to me! 173 00:12:31,183 --> 00:12:33,981 The alarms have come from the sleeping area, 174 00:12:34,053 --> 00:12:36,988 but strangely, there is no physical evidence of intrusion 175 00:12:37,022 --> 00:12:38,717 or danger there. 176 00:12:39,391 --> 00:12:41,120 That's odd. 177 00:12:41,160 --> 00:12:45,221 There's a foreign life form reading in this room! 178 00:12:45,264 --> 00:12:46,492 (SHADOW KING LAUGHING) 179 00:12:46,565 --> 00:12:48,362 Foreign life form? 180 00:12:49,635 --> 00:12:52,263 Think of me instead as the new proprietor 181 00:12:52,304 --> 00:12:55,000 of this imperfect vessel! 182 00:12:55,608 --> 00:12:56,939 (GRUNTING) 183 00:12:57,243 --> 00:12:58,267 Huh? 184 00:12:59,478 --> 00:13:03,107 Just wait until I get my hands free! 185 00:13:03,716 --> 00:13:04,774 (GRUNTING) 186 00:13:06,085 --> 00:13:10,852 What's going on? Professor? Anybody? 187 00:13:11,423 --> 00:13:12,720 (GRUNTS) 188 00:13:18,597 --> 00:13:20,588 What have you done with Xavier? 189 00:13:20,633 --> 00:13:23,898 Only what he once did to me. 190 00:13:23,969 --> 00:13:30,169 For more than 20 years, I was exiled in a cold, formless prison. 191 00:13:30,242 --> 00:13:35,202 Today, I repaid the favor to the man who put me there. 192 00:13:35,281 --> 00:13:38,114 You're not going to believe the weird dream I just had. 193 00:13:38,150 --> 00:13:41,745 -Man, the weird dream I just had. -STORM: They were not dreams. 194 00:13:41,787 --> 00:13:44,620 The Shadow King has been attacking our minds. 195 00:13:44,690 --> 00:13:49,093 Storm! Little Ororo. How I've missed you. 196 00:13:49,161 --> 00:13:50,287 (JUBILEE SCREAMS) 197 00:13:53,065 --> 00:13:54,396 (JEAN SCREAMS) 198 00:13:54,800 --> 00:13:57,997 It's only one of his illusions! Don't be afraid! 199 00:13:58,037 --> 00:14:03,236 It will do you no good to contact him, Jean Grey. He is mine now! 200 00:14:03,275 --> 00:14:06,972 JEAN: Come on, Professor, come on! Professor! I know what to do! 201 00:14:11,250 --> 00:14:12,308 (JUBILEE SCREAMS) 202 00:14:20,593 --> 00:14:24,620 Jean, if we fail, we shall both be stranded here! 203 00:14:24,663 --> 00:14:28,861 We will not fail, Professor. You have taught me too well. 204 00:14:28,901 --> 00:14:30,835 I pray you are right. 205 00:14:30,870 --> 00:14:35,432 My only hope is that our two minds are powerful enough to set me free. 206 00:14:35,908 --> 00:14:38,775 I say we do a Shadow King-ectomy! 207 00:14:40,346 --> 00:14:43,110 Are you crazy? Just put them away! 208 00:14:43,148 --> 00:14:45,776 Although any assault would weaken the Shadow King, 209 00:14:45,818 --> 00:14:49,310 it would also permanently damage Professor Xavier's body. 210 00:14:49,355 --> 00:14:52,347 The ultimate protection, gentlemen. 211 00:14:52,391 --> 00:14:56,054 A beloved hostage that never leaves my side. 212 00:15:03,702 --> 00:15:08,662 No! I know what you are doing, Xavier! 213 00:15:08,707 --> 00:15:11,198 I will not let it happen! 214 00:15:13,512 --> 00:15:16,037 BEAST: It is up to Jean and the Professor now. 215 00:15:16,115 --> 00:15:18,811 As the struggle begins on the astral plane, 216 00:15:18,884 --> 00:15:20,511 we can only wait and hope. 217 00:15:22,755 --> 00:15:25,451 SHADOW KING: You are a fool to confront me, Jean! 218 00:15:25,524 --> 00:15:27,458 Even with Xavier's help! 219 00:15:27,493 --> 00:15:29,893 Your little student cannot protect you. 220 00:15:29,962 --> 00:15:33,625 Perhaps she may console you in your lifelong imprisonment! 221 00:15:34,033 --> 00:15:35,227 (BOTH SCREAM) 222 00:15:36,669 --> 00:15:40,264 Now I shall make both of you feel the cold helplessness 223 00:15:40,306 --> 00:15:42,467 of astral plane exile! 224 00:15:42,508 --> 00:15:48,344 The endless void! No touch, no taste! Not living, but never at rest! 225 00:15:52,384 --> 00:15:54,249 Jean! Stay with me! 226 00:15:55,587 --> 00:15:57,418 I understand, Professor. 227 00:15:57,456 --> 00:16:02,860 When we are done here, I shall emerge in your world, Charles, 228 00:16:02,895 --> 00:16:09,095 using your body to spread chaos throughout a planet you long to heal! 229 00:16:09,134 --> 00:16:12,661 You shall be forever frozen in emptiness! 230 00:16:15,474 --> 00:16:17,101 XAVIER: Fight him, Jean! 231 00:16:20,946 --> 00:16:24,507 -No! -XAVIER: Fight him! Use your mind! 232 00:16:24,550 --> 00:16:26,745 Not this time! 233 00:17:04,890 --> 00:17:06,380 (SCREAMS) 234 00:17:08,060 --> 00:17:10,119 XAVIER: Focus all your powers! 235 00:17:10,195 --> 00:17:14,131 SHADOW KING: No! You cannot deny me! 236 00:17:14,199 --> 00:17:17,600 (STRAINING) He's too strong! 237 00:17:17,669 --> 00:17:21,833 Stay with me, Jean! Together we can do it! 238 00:17:24,743 --> 00:17:26,040 (SCREAMS) 239 00:17:26,345 --> 00:17:27,403 (XAVIER SCREAMING) 240 00:17:27,746 --> 00:17:28,804 (JEAN SCREAMING) 241 00:17:29,448 --> 00:17:34,215 If must go back, Xavier, I will not go alone! 242 00:17:43,662 --> 00:17:45,095 (SCREAMING) 243 00:17:52,271 --> 00:17:57,038 Thank you. It's done. Now let's go home. 244 00:18:01,847 --> 00:18:03,872 JUBILEE: I hope that's good news. 245 00:18:03,949 --> 00:18:08,818 I can hardly believe it! I think we are home! 246 00:18:08,854 --> 00:18:10,412 Excellent news! 247 00:18:13,325 --> 00:18:15,759 -Scott? -That's right, sweetheart. 248 00:18:15,828 --> 00:18:17,921 I've got you. Everybody's safe. 249 00:18:17,996 --> 00:18:21,898 I'd sure like to know what the heck just happened. 250 00:18:21,934 --> 00:18:25,335 Wolverine, the Shadow King just reminded us 251 00:18:25,370 --> 00:18:27,838 that it is only through eternal vigilance 252 00:18:27,906 --> 00:18:31,603 that destructive powers such as his are kept at bay. 253 00:18:31,643 --> 00:18:34,544 A moment's weakness, and he will return. 254 00:18:34,580 --> 00:18:38,778 -Yet, he also gave me a priceless gift. -Gift? 255 00:18:38,817 --> 00:18:45,313 Yes, he forced me to think through why I formed the X-Men 256 00:18:45,390 --> 00:18:49,486 and why we fight for our ideals and for each other. 257 00:18:49,528 --> 00:18:55,500 In short, why I live. For that, I will always be grateful. 258 00:18:55,501 --> 00:18:55,580 In short, why I live. For that, I will always be grateful. 259 00:19:03,175 --> 00:19:06,576 Well, make your move, tough guy. 260 00:19:06,612 --> 00:19:10,673 Another time, short stuff, when I'm in the mood! 261 00:19:10,749 --> 00:19:13,445 ROGUE: I see it, and I don't believe it. 262 00:19:13,485 --> 00:19:15,476 -Do we follow? -No, Scott. 263 00:19:15,554 --> 00:19:18,751 He chose not to continue his attack. 264 00:19:18,824 --> 00:19:21,554 I believe that is his way of saying thank you.