1
00:00:01,422 --> 00:00:03,549
Tell me where Magneto took Xavier!

2
00:00:05,226 --> 00:00:06,693
<i>Last time on</i> X-Men: Evolution:

3
00:00:06,894 --> 00:00:09,055
<i>Charles, I am in control. </i>

4
00:00:09,296 --> 00:00:10,661
What is this about, Magneto?

5
00:00:10,965 --> 00:00:13,991
<i>I am simply taking steps</i>
<i>to ensure our survival. </i>

6
00:00:14,501 --> 00:00:18,938
<i>We both know that humankind will not only</i>
<i>learn of us, but they will fear us. </i>

7
00:00:19,106 --> 00:00:22,075
- Logan, who's Magneto?
- For we are the future.

8
00:00:22,243 --> 00:00:24,541
I got a feeling you're about to find out.

9
00:00:25,112 --> 00:00:26,545
Alex is alive.

10
00:00:26,714 --> 00:00:28,045
- What?
- Scott!

11
00:00:30,584 --> 00:00:34,076
I have come to offer you sanctuary.

12
00:00:34,521 --> 00:00:36,318
It's Lance Alvers and his buddies!

13
00:00:41,128 --> 00:00:46,464
Yeah, you know, mutants. He told me
you were one. And guess what? So am I.

14
00:00:47,735 --> 00:00:49,327
When Magneto told me you
were showing up...

15
00:00:49,503 --> 00:00:52,233
You're with him?
That guy just kidnapped my professor.

16
00:00:52,406 --> 00:00:54,271
What is this place?

17
00:00:54,441 --> 00:00:56,602
Welcome, Charles, to sanctuary.

18
00:00:58,245 --> 00:01:03,842
<i>Your X-Men face a trial by fire</i>
<i>as do my own recruits. </i>

19
00:01:04,852 --> 00:01:07,582
I shouldn't even have to prove myself
to him.

20
00:01:07,755 --> 00:01:12,522
Only those who emerge victorious shall take
their place here on Asteroid M.

21
00:01:12,693 --> 00:01:15,628
You haven't saved them.
You've abducted them.

22
00:01:15,896 --> 00:01:21,528
But for every unbeliever,
there is a new convert.

23
00:02:20,127 --> 00:02:23,858
I don't get it. I'm strong. I'm agile.

24
00:02:25,299 --> 00:02:30,601
I got this killer tongue. How could
I be left behind twice?

25
00:02:30,738 --> 00:02:33,639
All right, spill it, Toad.
What just happened?

26
00:02:33,807 --> 00:02:35,775
Where'd the others go?

27
00:02:35,909 --> 00:02:37,843
Okay, okay!

28
00:02:39,013 --> 00:02:43,973
Yeah. I don't owe that crummy Magneto
nothing no more. That's for sure.

29
00:02:44,151 --> 00:02:47,882
- Who?
- Magneto. One major mega-mutant.

30
00:02:48,522 --> 00:02:51,719
He's screening out the best from the worst.
And we lost.

31
00:02:51,892 --> 00:02:54,087
Guess what that makes us? Losers.

32
00:02:54,828 --> 00:02:58,389
What happens to the winners?

33
00:02:58,966 --> 00:03:01,196
Scott, I don't understand.

34
00:03:01,368 --> 00:03:04,394
Professor, wait. We're just here to listen.
That's all.

35
00:03:04,638 --> 00:03:07,368
What about them? Are they here
to listen as well?

36
00:03:08,275 --> 00:03:10,470
Hey! What is this?!

37
00:03:10,644 --> 00:03:12,544
Simply a precaution, Scott.

38
00:03:12,713 --> 00:03:17,582
Not everyone has the maturity to accept
the need for change as you do. Not yet.

39
00:03:17,751 --> 00:03:19,844
Let them out. Now!

40
00:03:20,020 --> 00:03:23,683
I will. We just need
to proceed cautiously.

41
00:03:23,857 --> 00:03:26,724
Trust me. They are perfectly safe.

42
00:03:26,894 --> 00:03:31,456
<i>Are they safe, Scott? Are any of us safe?</i>
<i>I know this man well. </i>

43
00:03:31,632 --> 00:03:34,601
<i>His motives cannot be trusted. </i>
<i>He's bitter</i>...

44
00:03:35,469 --> 00:03:39,530
<i>Logan! Logan, lose the battle. </i>
<i>Magneto is</i>...

45
00:03:39,873 --> 00:03:43,274
- No!
- Do that and he'll not survive.

46
00:03:43,444 --> 00:03:46,072
Yeah? Well, odds aren't that great
for you, either.

47
00:03:46,246 --> 00:03:48,771
Hey, hey, hey, Scott. Come on, man.
This is no good.

48
00:03:48,949 --> 00:03:51,315
They're having a little time-out,
so what?

49
00:03:51,485 --> 00:03:54,852
Look, I don't get it either. But no one
should be getting hurt here.

50
00:03:55,022 --> 00:03:57,217
You can't blame Magneto
for being careful.

51
00:03:57,391 --> 00:03:59,655
And all I know is,
is he just wants to help.

52
00:03:59,827 --> 00:04:01,556
And I need his help.

53
00:04:01,728 --> 00:04:04,094
So come on. Holster that thing,
would you?

54
00:04:05,232 --> 00:04:08,531
- I don't like it.
- But your brother is right, Scott.

55
00:04:08,702 --> 00:04:11,694
I'm not your enemy.
Nor am I Charles'.

56
00:04:11,872 --> 00:04:14,204
Very soon you will see
the truth.

57
00:04:16,543 --> 00:04:20,877
Lose the battle? I don't get it, Charles.

58
00:04:34,194 --> 00:04:36,594
I know about Magneto.

59
00:04:36,763 --> 00:04:40,597
Then you know I'm the one
who belongs at his side, not you.

60
00:04:40,901 --> 00:04:44,302
You're right. Not me.

61
00:05:15,169 --> 00:05:18,536
- Whoa. What happened here?
- Oh, my gosh.

62
00:05:18,705 --> 00:05:22,300
- This place is trashed.
- Oh, man. You guys live like slobs.

63
00:05:22,442 --> 00:05:24,876
Storm? Storm?

64
00:05:27,014 --> 00:05:29,141
Hey, are you in here?

65
00:05:33,020 --> 00:05:35,955
Storm? Storm?

66
00:05:37,090 --> 00:05:39,888
She's out. Can I take a message?

67
00:05:40,060 --> 00:05:44,554
Hey, if you're still here,
then that means you're a loser too.

68
00:05:44,798 --> 00:05:49,735
- Don't ever call me that.
- What are you here for, Mother?

69
00:05:49,903 --> 00:05:53,202
Simple truth. Nobody discards me.

70
00:05:53,373 --> 00:05:56,570
Especially not Magneto
after all I've done for him.

71
00:05:56,743 --> 00:06:01,578
So I'm paying him a visit.
We can go together or I can go alone.

72
00:06:01,748 --> 00:06:03,773
You won't be alone.

73
00:06:03,951 --> 00:06:07,944
If Magneto's got our friends,
then we're going after him.

74
00:06:08,155 --> 00:06:12,285
Good. But I know the man,
so I'm calling the shots.

75
00:06:12,459 --> 00:06:16,520
Then get your own ride.
X- Men, let's go!

76
00:06:23,270 --> 00:06:27,172
All right, fine!
But I expect to be consulted.

77
00:06:31,378 --> 00:06:36,406
Welcome to the first test flight
of the <i>XM-Velocity</i>.

78
00:07:07,848 --> 00:07:09,145
Scott.

79
00:07:10,717 --> 00:07:14,881
- Are you okay?
- I'm just, I don't know, remembering.

80
00:07:15,055 --> 00:07:18,183
Yeah. Still wakes me up at night.

81
00:07:34,174 --> 00:07:37,200
<i>I hit the ground pretty hard. </i>
<i>I spent a month in a coma. </i>

82
00:07:37,344 --> 00:07:39,608
The hospital said I was the only one
who made it.

83
00:07:39,780 --> 00:07:44,012
I wanted to be there for you, Alex.
Really, I did. I'm sorry.

84
00:07:44,184 --> 00:07:50,487
Hey, don't sweat it, you know? I got along
all right. My foster parents are pretty nice.

85
00:07:51,825 --> 00:07:55,591
- What's wrong?
- Man, my joints are on fire.

86
00:07:55,762 --> 00:07:59,095
I've been to a bunch of doctors,
but nobody could tell me what it was.

87
00:07:59,266 --> 00:08:04,602
Until today when I met Magneto.
Now I know what I am.

88
00:08:05,906 --> 00:08:09,740
- How has he promised to help you, Alex?
- Not just Alex, Scott.

89
00:08:09,910 --> 00:08:12,378
You as well. Everyone.

90
00:08:12,546 --> 00:08:16,073
Together we shall embark upon
a wondrous renaissance.

91
00:08:16,249 --> 00:08:18,774
I invite you to be a part of it.

92
00:08:19,353 --> 00:08:21,878
I built it right into the asteroid.

93
00:08:22,456 --> 00:08:25,823
Behold the next step
in mutant evolution.

94
00:08:26,326 --> 00:08:29,022
- What is it?
- A genetic enhancer.

95
00:08:29,229 --> 00:08:32,130
Perhaps you've heard
of the legendary gems of Cyttorak.

96
00:08:32,299 --> 00:08:35,393
Well, they do exist.

97
00:08:35,602 --> 00:08:40,266
Once believed to possess mystical
properties, these actually emit a very...

98
00:08:40,440 --> 00:08:42,237
...distinctive radiation.

99
00:08:42,409 --> 00:08:45,276
Hey, wait a minute!
You mean you're gonna nuke us?

100
00:08:45,479 --> 00:08:49,438
I'm going to evolve you
to finish your growth.

101
00:08:49,750 --> 00:08:54,346
No more pain, Alex. And no more hiding
behind that visor, Scott.

102
00:08:54,521 --> 00:08:58,719
Your powers will be fully realized,
giving you complete control.

103
00:08:58,892 --> 00:09:01,383
What about them? I want them released.

104
00:09:01,561 --> 00:09:05,429
They will be, but only after you've gone
through the transformation.

105
00:09:05,599 --> 00:09:07,999
I want them to see what I'm offering.

106
00:09:10,137 --> 00:09:14,597
And it is an offer, Scott.
I won't force you to go through it.

107
00:09:14,808 --> 00:09:17,333
We're supposed to just trust
this thing works?

108
00:09:17,511 --> 00:09:21,413
- You go through it, then.
- I have. I'm fully advanced.

109
00:09:21,581 --> 00:09:25,574
But why don't I provide you
with a real firsthand demonstration.

110
00:09:25,752 --> 00:09:27,413
Sabretooth.

111
00:09:36,096 --> 00:09:40,396
In a few moments, he'll emerge reborn.

112
00:09:46,239 --> 00:09:48,730
Oh, yeah! This thing cooks.

113
00:09:50,577 --> 00:09:53,842
You hear that metal straining?
We're breaking up. I know it.

114
00:09:54,014 --> 00:09:57,848
Couldn't be. This crate's built
without an ounce of metal.

115
00:09:58,018 --> 00:10:02,819
None? That means we're flying in what,
cheap plastic? I need an airsick bag.

116
00:10:03,123 --> 00:10:09,323
I've got something huge on scanners.
Asteroid M. 463 miles and closing.

117
00:10:24,444 --> 00:10:28,005
Boys, it's time to reach
your full potential.

118
00:10:28,181 --> 00:10:29,773
What do you think, Scott?

119
00:10:29,950 --> 00:10:32,748
I want to, but not without you.

120
00:10:40,160 --> 00:10:44,119
And now for an appreciative audience.

121
00:10:54,741 --> 00:10:56,504
Scott! No, don't!

122
00:10:56,676 --> 00:10:58,906
<i>Scott, I know what Magneto is doing. </i>

123
00:10:59,079 --> 00:11:02,879
<i>This thing will alter your mind. </i>
<i>Get out of there, please. </i>

124
00:11:05,485 --> 00:11:09,080
Too late, Charles. He's mine now.

125
00:11:16,863 --> 00:11:19,195
We have to get out of here.

126
00:11:36,283 --> 00:11:39,411
Come. The world awaits you.

127
00:11:42,923 --> 00:11:44,857
The pain's gone.

128
00:11:45,025 --> 00:11:47,926
And you shall be called Havok.

129
00:11:48,495 --> 00:11:51,692
Go on, Scott.
Show us the color of your eyes.

130
00:11:59,172 --> 00:12:01,538
Another benefit to your enhancement:

131
00:12:01,875 --> 00:12:06,039
Your minds, they're purged
of useless emotion.

132
00:12:06,212 --> 00:12:10,342
You should have a clearer perspective
of our dominant roles here on Earth.

133
00:12:11,885 --> 00:12:15,878
- Aircraft!
- Really? Let's see who it is.

134
00:12:24,664 --> 00:12:26,325
No metal!

135
00:12:27,133 --> 00:12:30,432
Boys, defend us.

136
00:12:39,980 --> 00:12:41,379
Scott?

137
00:13:00,834 --> 00:13:02,529
<i>Scott! Scott!</i>

138
00:13:22,989 --> 00:13:24,456
Knock-knock.

139
00:13:24,624 --> 00:13:27,821
Mystique, you never could take no
for an answer.

140
00:13:33,967 --> 00:13:35,366
Where's the X-Jet?

141
00:13:35,535 --> 00:13:37,935
- Observation deck. That way.
- Gather there.

142
00:13:42,108 --> 00:13:44,576
Storm, Rogue, prepare the jet.

143
00:13:44,744 --> 00:13:47,338
Jean, let's get to Scott and Alex.

144
00:13:52,585 --> 00:13:55,782
A body in motion stays in motion.

145
00:14:36,262 --> 00:14:40,028
No! My enhancer! Get out of there!

146
00:14:52,545 --> 00:14:58,040
- Came back for more, eh, Evan?
- Hey, been here, done this. New game!

147
00:14:59,085 --> 00:15:00,746
Tire hazard!

148
00:15:08,995 --> 00:15:14,160
- Enough with the tremors, man!
- That ain't me! This rock's cracking up!

149
00:15:15,702 --> 00:15:18,466
- <i>Scott, are you all right?</i>
- <i>Please, Scott. </i>

150
00:15:21,141 --> 00:15:24,838
- Now let's make like a toad and hop to it.
- Hey, which side are you on, Toad?

151
00:15:25,011 --> 00:15:26,672
The side that lives. Come on.

152
00:15:28,815 --> 00:15:30,783
Coming through!

153
00:15:40,193 --> 00:15:42,184
Get aboard the jet, quickly!

154
00:15:43,496 --> 00:15:47,330
Scott and his brother are still buried.
And Wolverine's got his hands full.

155
00:15:47,500 --> 00:15:48,967
Go!

156
00:16:16,563 --> 00:16:19,691
You and the others,
you're ruining everything.

157
00:16:19,866 --> 00:16:22,460
This was our chance to unite.
All of us.

158
00:16:22,635 --> 00:16:27,572
Unite? For what, Scott? And at what cost?
Look what Magneto did to you.

159
00:16:27,774 --> 00:16:32,336
He's helped me. I'm evolved.
No more training. No more hurdles.

160
00:16:32,512 --> 00:16:35,606
- My powers are now at my mercy!
- Yeah.

161
00:16:35,748 --> 00:16:39,343
So you blasted your friends with it.
I mean, how united is that?

162
00:16:39,519 --> 00:16:42,886
You don't understand.
We are the future.

163
00:16:43,990 --> 00:16:47,585
Really, Scott? Are you the future?

164
00:16:47,760 --> 00:16:51,093
Because if you are,
I don't want any part of it.

165
00:16:54,834 --> 00:17:01,171
You're right. Mutants shouldn't be divided.
But we didn't draw the line. Magneto did.

166
00:17:01,507 --> 00:17:04,408
And it's still there.
You've just crossed over it.

167
00:17:06,579 --> 00:17:09,605
Man, what was I thinking?

168
00:17:12,518 --> 00:17:16,249
- What about the boys?
- They'll do what they must.

169
00:17:39,646 --> 00:17:42,547
We couldn't force them.
They're too powerful.

170
00:17:43,449 --> 00:17:45,076
Here they come!

171
00:18:31,831 --> 00:18:33,526
Scott!

172
00:18:50,984 --> 00:18:53,009
- Ready, bro?
- Ready.

173
00:19:20,079 --> 00:19:22,274
Easy, Scott. I'm here.

174
00:19:22,448 --> 00:19:25,076
Jean, is everyone okay?

175
00:19:25,251 --> 00:19:27,719
See for yourself.

176
00:19:33,559 --> 00:19:35,891
I'm sorry, all of you.

177
00:19:36,062 --> 00:19:41,694
Professor, I just...
You know, I made some bad choices.

178
00:19:42,135 --> 00:19:46,970
More like misinformed choices.
But we owe you our lives.

179
00:19:47,140 --> 00:19:49,370
Both you and your brother.

180
00:19:50,777 --> 00:19:52,540
I wonder what's gonna happen to us.

181
00:19:52,712 --> 00:19:55,840
Two metal spheres shot out
of that asteroid before it blew.

182
00:19:56,015 --> 00:20:00,281
Mystique is out there.
Believe it. And she'll be back.

183
00:20:04,223 --> 00:20:07,090
So much for Havok, huh?

184
00:20:07,260 --> 00:20:09,660
The white hair looked lousy
on you anyway.

185
00:20:09,829 --> 00:20:13,959
Hey, Scott. If nothing else,
at least I have my brother back.

186
00:20:14,700 --> 00:20:18,397
- And that's what really matters to me.
- Yeah. Me too.

187
00:20:18,571 --> 00:20:22,302
And I promise, nothing is
ever gonna split us up again.

188
00:20:22,475 --> 00:20:26,275
With time, Alex, your powers
will emerge on their own.

189
00:20:26,446 --> 00:20:30,246
And if you'll allow, we will be there
to help you along the way.

190
00:20:30,750 --> 00:20:36,518
All of us, together, unified.
Because we are the X-Men.

191
00:20:39,518 --> 00:20:43,518
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