1
00:00:10,350 --> 00:00:11,750
Thank you.

2
00:01:08,920 --> 00:01:11,280
Xavier to Cyclops. Do you read? Over.

3
00:01:12,200 --> 00:01:13,340
Come in. Over.

4
00:01:15,260 --> 00:01:17,360
This communicator must be down.

5
00:01:18,820 --> 00:01:19,820
Scott?

6
00:01:32,260 --> 00:01:34,560
Respond if you sense my presence.

7
00:01:35,700 --> 00:01:39,300
You know how to block my psychic probe.

8
00:01:39,800 --> 00:01:42,080
Cerebro, help me break through.

9
00:02:01,260 --> 00:02:04,020
Cerebro, why can we not contact the X
-Men?

10
00:02:04,700 --> 00:02:05,720
Dual barriers.

11
00:02:06,080 --> 00:02:07,880
One human, one electronic.

12
00:02:08,400 --> 00:02:12,520
Together they are confusing,
impenetrable. Keep probing.

13
00:02:13,180 --> 00:02:15,280
I need a moment's rest.

14
00:02:18,540 --> 00:02:20,920
All right, Shaw. You have them.

15
00:02:21,280 --> 00:02:23,220
Now, what are we going to do with them?

16
00:02:23,480 --> 00:02:28,660
Whatever you like, Leland. You doubted
my work. Admit it. You were wrong.

17
00:02:29,320 --> 00:02:30,320
I admit nothing.

18
00:02:30,800 --> 00:02:36,020
Why not just dispose of them and be done
with it? The mighty X -Men?

19
00:02:36,600 --> 00:02:37,840
Are you mad?

20
00:02:38,340 --> 00:02:41,060
They'll make nice lab rats, don't you
think?

21
00:02:41,780 --> 00:02:44,680
Xavier has been trying to contact the X
-Men psychically.

22
00:02:44,960 --> 00:02:48,480
I've blocked the probe, but I don't know
how long I can hold it off.

23
00:02:48,700 --> 00:02:55,680
If your power fails us... We can give
the job to someone

24
00:02:55,680 --> 00:02:56,680
else.

25
00:02:56,840 --> 00:02:58,460
Jean, my dear.

26
00:03:00,910 --> 00:03:03,130
Or should I say, Phoenix.

27
00:03:03,470 --> 00:03:04,790
Get away from her!

28
00:03:05,130 --> 00:03:10,230
You cannot escape, nor can you hope to
be rescued. The Circle Club is an

29
00:03:10,230 --> 00:03:11,330
impregnable fortress.

30
00:03:11,850 --> 00:03:16,330
You X -Men were allowed to enter so that
I could have the pleasure of

31
00:03:16,330 --> 00:03:19,870
introducing you to the Inner Circle's
newest member.

32
00:03:21,250 --> 00:03:22,250
Jinx!

33
00:03:23,650 --> 00:03:26,270
No one could have lived through a fall
like this.

34
00:03:29,550 --> 00:03:31,530
Shaw said to bring back the body.

35
00:03:31,790 --> 00:03:32,790
Yeah.

36
00:03:33,510 --> 00:03:34,930
Oh, well, come on.

37
00:03:35,390 --> 00:03:37,110
Let's find an easier way down.

38
00:03:40,370 --> 00:03:43,310
Can you see anything?

39
00:03:44,010 --> 00:03:47,430
I don't want to have to go swimming
around in there. What was that?

40
00:03:48,910 --> 00:03:53,550
Guess you found the body. Go on in. The
water's fine.

41
00:04:01,200 --> 00:04:02,560
I know what you're thinking, punk.

42
00:04:02,800 --> 00:04:07,760
Question is, can I get Wolverine before
he turns me into shish kebab with those

43
00:04:07,760 --> 00:04:12,980
claws? Grubbub, seeing as how these
claws are adamantium, the strongest

44
00:04:12,980 --> 00:04:17,420
known, and can slice through vanadium
steel like a hot knife through butter,

45
00:04:17,560 --> 00:04:21,180
buddy. You gotta ask yourself, do I feel
lucky?

46
00:04:23,360 --> 00:04:25,700
Now where are the other X -Men?

47
00:04:26,040 --> 00:04:28,080
And you better have an answer.

48
00:04:30,860 --> 00:04:33,260
We appear to be at the mercy of our
hosts.

49
00:04:33,480 --> 00:04:37,160
Your power and beauty are awe
-inspiring.

50
00:04:39,680 --> 00:04:44,280
Look at you, sniffing after her like a
mongrel dog.

51
00:04:44,880 --> 00:04:46,080
Don't worry, my love.

52
00:04:46,400 --> 00:04:52,100
I can control him, too. Why don't you
freshen up in here while I order dinner?

53
00:04:55,020 --> 00:04:58,420
You play she loves you, Wingard. Is that
real?

54
00:04:59,130 --> 00:05:00,250
Or just another illusion?

55
00:05:02,670 --> 00:05:03,770
Jealous, Shaw?

56
00:05:05,210 --> 00:05:07,230
Of you and your cheap tricks?

57
00:05:07,510 --> 00:05:13,090
Never. Would you two geniuses think for
a second? We can't deceive and control

58
00:05:13,090 --> 00:05:14,090
the Phoenix forever.

59
00:05:14,870 --> 00:05:18,810
Someday she'll discover the truth and
turn against the inner circle.

60
00:05:19,070 --> 00:05:24,630
You worry too much, Miss Frost. You saw
how easily she became one of us.

61
00:05:24,890 --> 00:05:26,630
Something inside her...

62
00:05:27,050 --> 00:05:28,770
Hungers for new sensations.

63
00:05:29,410 --> 00:05:30,870
Yearns to feel.

64
00:05:31,270 --> 00:05:36,090
I've introduced her to dark emotions she
had never dreamed of.

65
00:05:36,330 --> 00:05:41,870
She wants more. And you're sure we can
control that power?

66
00:05:42,270 --> 00:05:43,490
I can.

67
00:05:43,870 --> 00:05:45,090
We'll see.

68
00:05:45,630 --> 00:05:47,110
Bring her back in.

69
00:05:47,490 --> 00:05:48,690
Order dinner.

70
00:05:54,990 --> 00:05:57,610
Where's my Chateau Calamari 59?

71
00:05:59,550 --> 00:06:00,550
Finally!

72
00:06:08,710 --> 00:06:09,730
Lousy year.

73
00:06:17,170 --> 00:06:18,170
Turkey.

74
00:06:19,810 --> 00:06:22,050
Where do these guys do their shopping?

75
00:06:22,670 --> 00:06:25,390
Don't move, mutant, or I'll blast.

76
00:06:30,470 --> 00:06:34,690
Now to find the fat slob who dunked me.

77
00:06:35,370 --> 00:06:36,370
Here,

78
00:06:41,470 --> 00:06:42,950
go play pick -up stick.

79
00:06:45,350 --> 00:06:51,650
To our new queen.

80
00:06:52,620 --> 00:06:54,180
Our new queen!

81
00:06:56,560 --> 00:06:57,560
Jean.

82
00:06:58,760 --> 00:06:59,760
Jean.

83
00:07:00,760 --> 00:07:01,920
Thank you.

84
00:07:07,340 --> 00:07:08,900
Wingard, quickly!

85
00:07:09,420 --> 00:07:10,940
Engage her mind!

86
00:07:24,260 --> 00:07:28,120
Gee, can this dark place be your mind?

87
00:07:34,780 --> 00:07:40,700
I thought it was time we ended our
little game, Mr. Summers. Adieu! No

88
00:07:40,700 --> 00:07:42,400
asked, none given.

89
00:07:44,100 --> 00:07:45,100
My eyes!

90
00:07:45,400 --> 00:07:46,780
What happened to my power?

91
00:07:47,940 --> 00:07:51,100
Your mutant powers won't work here.

92
00:07:52,040 --> 00:07:57,820
You're in my world now. A mental arena
of my creating. Inside

93
00:07:57,820 --> 00:07:59,440
Gene's mind.

94
00:08:00,740 --> 00:08:02,900
Gene, talk to me.

95
00:08:03,560 --> 00:08:05,320
What is this?

96
00:08:05,560 --> 00:08:09,460
My world, my rules, my choice of
weapons.

97
00:08:29,740 --> 00:08:36,059
You can't fight a whole world, you
pathetic little X -Men.

98
00:08:41,220 --> 00:08:42,419
Oh,

99
00:08:43,419 --> 00:08:50,320
don't go so soon. It's very rude.

100
00:08:58,760 --> 00:09:00,620
Stop your illusions and fight like a
man.

101
00:09:00,860 --> 00:09:03,660
It's not me that's doing it, you blind
fool.

102
00:09:04,640 --> 00:09:08,040
Jean's own mind is helping me to destroy
you.

103
00:09:08,360 --> 00:09:10,160
No, I don't believe it.

104
00:09:14,420 --> 00:09:17,280
You did this to her.

105
00:09:20,880 --> 00:09:21,880
Wingard!

106
00:09:23,680 --> 00:09:25,520
Jean, I've come to free you.

107
00:09:25,760 --> 00:09:27,420
I've already been freed.

108
00:09:28,120 --> 00:09:32,800
Set free from the constraints of
sympathy and morality that bind ordinary

109
00:09:32,800 --> 00:09:37,180
beings. The Phoenix Force inside me
aches for sensation.

110
00:09:37,900 --> 00:09:44,260
Jason Weingart has shown us the way.
Can't you see it all around you? There's

111
00:09:44,260 --> 00:09:45,260
only darkness.

112
00:09:45,700 --> 00:09:47,720
This is not your mind.

113
00:09:48,020 --> 00:09:49,860
Weingart is deceiving you.

114
00:09:51,280 --> 00:09:55,020
The dark joy of destruction.

115
00:09:55,560 --> 00:09:56,720
The end.

116
00:09:57,120 --> 00:09:58,840
Of Scott Hammer.

117
00:10:05,960 --> 00:10:06,960
What?

118
00:10:13,760 --> 00:10:14,760
No!

119
00:10:18,300 --> 00:10:20,080
My friend, what's wrong?

120
00:10:20,660 --> 00:10:21,660
Scott!

121
00:10:22,300 --> 00:10:23,620
Is he alive?

122
00:10:24,480 --> 00:10:27,660
When the mind is destroyed, the body
cannot live.

123
00:10:28,000 --> 00:10:31,000
As my loving new bride has helped to
demonstrate.

124
00:10:31,380 --> 00:10:33,200
Yes, my queen.

125
00:10:33,680 --> 00:10:36,900
You are everything I had hoped you to
be.

126
00:10:44,720 --> 00:10:45,720
Cyclops lives!

127
00:10:47,460 --> 00:10:51,220
How could he have survived the shock of
the destruction of his psychic image?

128
00:10:51,480 --> 00:10:52,580
I must know!

129
00:10:55,180 --> 00:10:58,460
He's still psychically connected to Jean
Grey.

130
00:10:59,600 --> 00:11:01,360
That's why he lives.

131
00:11:02,120 --> 00:11:07,020
So, Wingard, your powers over our guest
are less than absolute.

132
00:11:07,320 --> 00:11:08,680
They are sufficient.

133
00:11:09,220 --> 00:11:11,660
Test them, if you doubt me.

134
00:11:12,140 --> 00:11:17,240
Agreed. I offer you the pleasure of
annihilating this useless X -Man.

135
00:11:17,560 --> 00:11:18,920
Do not do it!

136
00:11:19,180 --> 00:11:23,720
I don't want... For me, correction.

137
00:11:24,540 --> 00:11:25,900
For the inner circle.

138
00:11:26,140 --> 00:11:28,280
For new sensations, my love.

139
00:11:29,060 --> 00:11:31,020
For this new sensation.

140
00:11:31,420 --> 00:11:33,340
The rapture of destruction.

141
00:11:33,740 --> 00:11:35,660
For the pleasure of the phoenix.

142
00:11:35,940 --> 00:11:39,040
The unbound joy of evil.

143
00:11:40,600 --> 00:11:45,780
Leland, you unmitigated fool. You swore
to me that Wolverine had drowned.

144
00:11:46,580 --> 00:11:47,820
Here's Johnny.

145
00:11:48,180 --> 00:11:49,900
Stop him. Now!

146
00:12:02,350 --> 00:12:07,810
You see, Sebastian, our new queen is
more powerful than the rest of the Inner

147
00:12:07,810 --> 00:12:08,810
Circle combined.

148
00:12:08,890 --> 00:12:11,430
And I control her.

149
00:12:11,710 --> 00:12:17,470
Will you yield your place as chairman,
or do I have to take it?

150
00:12:17,730 --> 00:12:18,950
Don't make me laugh.

151
00:12:19,170 --> 00:12:23,710
The Inner Circle will never follow a
mutant whose only power is circus

152
00:12:24,170 --> 00:12:28,490
Leland, you called me a fool once too
often.

153
00:12:30,390 --> 00:12:35,440
Here. What Wingard says about our new
queen's power is true.

154
00:12:40,540 --> 00:12:43,480
Will you turn against me too, Emma?

155
00:12:43,700 --> 00:12:45,740
You wanted a new queen.

156
00:12:46,460 --> 00:12:48,260
Now you have.

157
00:12:50,380 --> 00:12:55,660
You think you people can get away with
this? I'll destroy you all!

158
00:13:04,810 --> 00:13:06,930
Wolverine, you're supposed to be
resting.

159
00:13:07,250 --> 00:13:09,130
Even you can't heal this fast.

160
00:13:10,370 --> 00:13:11,590
Don't bet on it, Red.

161
00:13:12,590 --> 00:13:14,030
Sabretooth nearly killed you.

162
00:13:14,270 --> 00:13:16,290
Someday I'll learn not to let my guard
down.

163
00:13:16,770 --> 00:13:17,930
Oh, no!

164
00:13:20,230 --> 00:13:21,230
Jean?

165
00:13:21,830 --> 00:13:24,090
I've got to go.

166
00:13:25,910 --> 00:13:28,510
Cyclops is waiting for me. So am I.

167
00:13:29,930 --> 00:13:30,930
Oh, no!

168
00:13:32,150 --> 00:13:33,150
Logan?

169
00:13:35,560 --> 00:13:36,560
What have I done?

170
00:13:36,960 --> 00:13:39,540
What have I let the phoenix do to Scott?

171
00:13:39,760 --> 00:13:43,920
My queen, I have a more important job
for you.

172
00:13:44,740 --> 00:13:47,420
Destroy Sebastian Shaw.

173
00:13:47,860 --> 00:13:49,080
Now, wait a minute.

174
00:13:53,360 --> 00:13:56,000
Wimbledon, you've lost your hold over
her.

175
00:13:56,240 --> 00:14:01,020
No, I couldn't have. No one can control
the power of a thief.

176
00:14:04,740 --> 00:14:06,380
Gene, it's you!

177
00:14:07,240 --> 00:14:09,300
Talk to me! Help me!

178
00:14:11,520 --> 00:14:14,180
I swear it, your darling.

179
00:14:14,720 --> 00:14:16,100
Amuse yourself.

180
00:14:26,260 --> 00:14:31,540
I need no help from a woman to destroy
the X -Men.

181
00:14:32,010 --> 00:14:34,130
I can absorb all their powers.

182
00:14:34,410 --> 00:14:35,430
Go ahead.

183
00:14:35,850 --> 00:14:36,910
Try it.

184
00:14:41,370 --> 00:14:42,370
Thanks, mon ami.

185
00:14:42,770 --> 00:14:44,230
Leave the others to gamble.

186
00:14:44,490 --> 00:14:45,910
I'll hang on to this one.

187
00:14:51,650 --> 00:14:52,730
She's been rough.

188
00:14:58,170 --> 00:15:00,290
You have brain code.

189
00:15:03,240 --> 00:15:04,240
Stop them!

190
00:15:05,680 --> 00:15:07,960
What in the world is that?

191
00:15:10,260 --> 00:15:11,260
I'll get my queen.

192
00:15:12,040 --> 00:15:13,820
I can still control her.

193
00:15:32,330 --> 00:15:34,390
Sweep the thorns from our palms!

194
00:15:41,150 --> 00:15:43,930
People, mop up in here. I have to find
Gene.

195
00:15:46,530 --> 00:15:48,010
Forgive me, Mr. Shaw.

196
00:15:48,810 --> 00:15:50,910
For coffee is uninvited.

197
00:15:51,150 --> 00:15:53,950
There's a fat pig who dumped me in the
sewer.

198
00:15:54,350 --> 00:15:55,570
Left dance.

199
00:15:56,090 --> 00:15:57,090
Keep away!

200
00:15:57,610 --> 00:15:58,610
Uh -oh.

201
00:15:59,770 --> 00:16:00,770
Uh -oh!

202
00:16:01,960 --> 00:16:02,919
Stop it!

203
00:16:02,920 --> 00:16:06,120
You cannot absorb what is not focused
upon you.

204
00:16:06,520 --> 00:16:08,100
Clever, but ineffective.

205
00:16:08,820 --> 00:16:12,320
My mutant power absorbs the energy you
use against me.

206
00:16:15,960 --> 00:16:19,180
The inner circle is not so easily
defeated.

207
00:16:19,780 --> 00:16:21,120
Ice? Snow?

208
00:16:21,500 --> 00:16:22,800
That's your fury!

209
00:16:23,520 --> 00:16:26,520
You can't do this to me.

210
00:16:39,820 --> 00:16:40,820
Gene?

211
00:16:41,160 --> 00:16:42,880
Gene, where are you?

212
00:16:45,320 --> 00:16:49,060
Lowlives, attenders, I'll show you!

213
00:16:50,160 --> 00:16:56,520
No one can defeat Sebastian

214
00:16:56,520 --> 00:16:57,520
Shaw!

215
00:17:01,380 --> 00:17:05,119
You couldn't manage a heatwave by any
chance?

216
00:17:17,450 --> 00:17:22,690
Thanks for the hint, Suga. I bet these
cybernetic things cost an arm and a leg.

217
00:17:28,590 --> 00:17:29,650
This way.

218
00:17:30,230 --> 00:17:32,750
We've lost because of Wingard and
Kupman.

219
00:17:33,070 --> 00:17:35,210
But the Earth will live.

220
00:17:35,430 --> 00:17:37,970
We will get our revenge.

221
00:17:45,160 --> 00:17:48,180
Look like the hot shot in a circle hot
-tailed it out of here.

222
00:17:48,920 --> 00:17:50,740
But where's Gina Cyclops?

223
00:17:56,100 --> 00:18:00,280
My dearest, you have succumbed to your
nightmare again, my darling. But fear

224
00:18:00,280 --> 00:18:05,520
not. I have come to rescue you, to take
you back to your real life. To our life,

225
00:18:05,700 --> 00:18:12,660
together. Your pathetic attempt to use
me has opened my eyes.

226
00:18:13,800 --> 00:18:20,620
No! Please! I can't for you! You had me

227
00:18:20,620 --> 00:18:22,920
do evil to gain you power.

228
00:18:23,180 --> 00:18:30,040
But through this body, I felt the thrill
of that evil. Now, I thirst for more!

229
00:18:31,240 --> 00:18:36,380
I am too powerful for your illusions.

230
00:18:37,620 --> 00:18:42,280
Let the world see how truly ugly you
are.

231
00:18:43,630 --> 00:18:48,210
Would you like to see me as I truly am?

232
00:18:48,490 --> 00:18:50,550
My love.

233
00:18:58,410 --> 00:18:59,530
Jean?

234
00:19:00,710 --> 00:19:01,710
Jean!

235
00:19:02,670 --> 00:19:06,990
The mortal Jean Grey is no more.

236
00:19:07,270 --> 00:19:10,710
I am fire made flesh.

237
00:19:11,030 --> 00:19:17,240
Power... Incarnate. I am the Dark
Phoenix.

238
00:19:17,880 --> 00:19:19,560
Jean? No!