1
00:00:31,340 --> 00:00:33,800
This is 2 -Baker 10. We're on the scene.
Request for backup. Over.

2
00:00:34,100 --> 00:00:35,940
This kind of thing ain't supposed to
happen here.

3
00:00:36,780 --> 00:00:37,780
Stinkin' beauty.

4
00:00:42,720 --> 00:00:44,360
We need that backup, now!

5
00:00:47,800 --> 00:00:51,500
Not again!

6
00:00:52,080 --> 00:00:54,000
Why doesn't Sabretooth get a life?

7
00:00:54,200 --> 00:00:57,480
I fear Sabretooth's rages are at times
beyond his control.

8
00:00:58,200 --> 00:00:59,760
Like Wolverine would be.

9
00:01:00,280 --> 00:01:04,680
If he knew we were after Sabretooth.
Which is precisely why Professor Xavier

10
00:01:04,680 --> 00:01:06,060
not want him accompanying us.

11
00:01:06,360 --> 00:01:09,300
Dealing with one crazed combatant is
challenging enough.

12
00:01:25,680 --> 00:01:30,080
I find tranquilizing gas eminently
preferable to physical aggression, and

13
00:01:30,080 --> 00:01:31,820
tends to be much gentler on the
citizens.

14
00:01:33,620 --> 00:01:37,800
Though somehow I doubt Sabretooth will
thank us for his timely induction.

15
00:01:40,220 --> 00:01:45,120
Our detention facilities are adequate to
hold Sabretooth at your turn, but we

16
00:01:45,120 --> 00:01:46,580
cannot keep him here indefinitely.

17
00:01:46,880 --> 00:01:51,820
Agreed. If I cannot get through to him
this time, we shall turn him over to the

18
00:01:51,820 --> 00:01:54,440
authorities, but I must first try to
help.

19
00:01:55,280 --> 00:01:59,600
Don't you think we ought to tell
Wolverine? I know of no way to explain

20
00:01:59,600 --> 00:02:03,140
Sabretooth's presence to him that won't
start a war.

21
00:02:03,380 --> 00:02:05,520
I would not be concerned, Jubilee.

22
00:02:05,840 --> 00:02:09,539
The sedative will keep Sabretooth asleep
for another eight hours.

23
00:02:09,759 --> 00:02:11,220
We'll discuss it in the morning.

24
00:02:35,880 --> 00:02:39,880
She says with what he gave him,
Sabretooth won't be up for hours.

25
00:02:41,660 --> 00:02:43,840
Where is he?

26
00:02:44,620 --> 00:02:48,120
Don't worry, Wolverine. It's okay. We
got him locked up in the basement.

27
00:02:48,380 --> 00:02:49,720
The professor's gonna... No!

28
00:02:50,280 --> 00:02:51,480
The professor's in the gym!

29
00:02:52,240 --> 00:02:53,300
Oh, no.

30
00:03:01,820 --> 00:03:03,820
Professor, we gotta talk.

31
00:03:04,330 --> 00:03:06,050
It seems that you have heard.

32
00:03:06,330 --> 00:03:07,990
You know how I feel.

33
00:03:08,330 --> 00:03:10,890
You want him breathing? Get him out of
here.

34
00:03:11,130 --> 00:03:15,230
As long as Sabretooth is in our custody,
he is under my protection.

35
00:03:15,630 --> 00:03:19,330
If you want to attack him, you will have
to deal with me.

36
00:03:22,070 --> 00:03:23,070
I'm sorry.

37
00:03:23,350 --> 00:03:24,830
I'm really sorry.

38
00:03:27,530 --> 00:03:28,850
All right.

39
00:03:29,250 --> 00:03:32,130
But I warned you before, and nobody
listened.

40
00:03:32,330 --> 00:03:35,760
If he stays... He gets me as a
babysitter.

41
00:03:36,000 --> 00:03:38,800
I'd prefer it if you'd get some rent.

42
00:03:39,040 --> 00:03:40,620
I'd prefer that, too.

43
00:03:40,920 --> 00:03:42,500
But it ain't gonna happen.

44
00:03:59,560 --> 00:04:05,800
Look who finally got up off his lazy
hind end and decided to pay me a visit.

45
00:04:05,800 --> 00:04:10,080
got it all wrong. I was busy, dreaming
about taking you apart.

46
00:04:10,560 --> 00:04:13,980
Gee, I was dreaming about that sweet
little frail of yours.

47
00:04:14,240 --> 00:04:15,320
What's her name?

48
00:04:15,880 --> 00:04:17,060
Silver Fox?

49
00:04:17,519 --> 00:04:20,060
You lowlife piece of... Hold it!

50
00:04:22,160 --> 00:04:28,180
I don't know who you are, bub, or how
you know what you know, but you ain't

51
00:04:28,180 --> 00:04:32,070
Sabertooth. I don't care who's in your
wearing, bub.

52
00:04:32,350 --> 00:04:35,070
But I'm dying to find out what's inside.

53
00:04:35,510 --> 00:04:38,230
Whenever you're ready, little man.

54
00:04:41,330 --> 00:04:44,390
Xavier, can you read me? They're
everywhere.

55
00:04:44,870 --> 00:04:50,670
They're inside the walls. Who are you?
I'm not reading you. Your transmission

56
00:04:50,670 --> 00:04:54,070
breaking up. Xavier, are you hearing me?
You're in.

57
00:04:55,950 --> 00:04:57,990
I'm realigning the antenna array.

58
00:04:58,250 --> 00:04:59,250
Boosting power.

59
00:05:00,210 --> 00:05:02,930
Professor, can you hear me?

60
00:05:03,350 --> 00:05:08,650
Sinister, what? Xavier, you must help
me. This thing.

61
00:05:09,030 --> 00:05:10,170
What's happening?

62
00:05:10,410 --> 00:05:13,730
A being of immense power has attacked my
base of operations.

63
00:05:14,230 --> 00:05:15,570
My men are all captured.

64
00:05:15,930 --> 00:05:19,450
Destroyed. This being causes infection.

65
00:05:19,930 --> 00:05:22,090
Fredding, you must stop it.

66
00:05:22,360 --> 00:05:27,600
We'll do everything we can once we
analyze the nature of this thing. There

67
00:05:27,600 --> 00:05:28,940
time for analysis.

68
00:05:29,180 --> 00:05:34,280
The creature consumes matter. It can
take on any form you cannot weigh.

69
00:05:34,660 --> 00:05:37,180
Professor! Behind you!

70
00:05:37,580 --> 00:05:41,540
What the... Professor!

71
00:05:42,700 --> 00:05:44,460
Professor! Professor!

72
00:05:45,060 --> 00:05:46,060
Professor!

73
00:06:06,510 --> 00:06:07,530
Target identified.

74
00:06:07,790 --> 00:06:08,790
McCoy.

75
00:06:10,330 --> 00:06:11,270
Not

76
00:06:11,270 --> 00:06:24,250
our

77
00:06:24,250 --> 00:06:25,530
usual evening visitor.

78
00:06:44,880 --> 00:06:48,360
Fascinating. It moves through solid
matter like I move through air.

79
00:06:53,180 --> 00:06:54,620
Oh, my stars.

80
00:06:57,640 --> 00:06:58,640
Logan.

81
00:06:59,060 --> 00:07:00,060
Hank.

82
00:07:04,500 --> 00:07:05,700
I'm coming, Logan.

83
00:07:08,180 --> 00:07:09,520
No, Hank.

84
00:07:10,040 --> 00:07:11,040
Don't.

85
00:07:11,420 --> 00:07:14,400
Get out of here, Hank. You got it.

86
00:07:15,280 --> 00:07:16,980
Get out! Yes!

87
00:07:21,240 --> 00:07:22,240
Logan.

88
00:07:33,140 --> 00:07:34,960
Do not resist, Lucas.

89
00:07:35,160 --> 00:07:36,720
You will be assimilated.

90
00:07:36,940 --> 00:07:39,380
Perhaps. But not this night.

91
00:07:45,610 --> 00:07:46,930
A sample may prove useful.

92
00:07:47,910 --> 00:07:54,390
There must be some sort of neurochemical
signal linking the individual units.

93
00:07:54,690 --> 00:08:01,170
Dr. McCoy, move away from the house.
Leave this situation to us. We need to

94
00:08:01,170 --> 00:08:02,170
debrief you.

95
00:08:02,190 --> 00:08:06,470
Very well, but I... No vehicles.

96
00:08:06,790 --> 00:08:08,230
Then how did they arrive?

97
00:08:16,720 --> 00:08:19,220
Under the circumstances, I am sure Logan
will understand.

98
00:08:31,000 --> 00:08:34,240
Relatively slow moving. I should easily
out -distance it.

99
00:08:34,539 --> 00:08:36,799
Negative! Accelerate! Accelerate!

100
00:08:39,900 --> 00:08:41,159
Do not be alarmed.

101
00:08:41,539 --> 00:08:42,539
Selfish friend.

102
00:08:42,820 --> 00:08:44,980
Ally. On your side.

103
00:08:47,660 --> 00:08:48,920
What are you?

104
00:08:49,620 --> 00:08:52,180
No time for introduction.

105
00:08:52,440 --> 00:08:53,440
Die!

106
00:09:11,680 --> 00:09:15,400
Self -suffering beast has light
suffering.

107
00:09:18,030 --> 00:09:19,490
Acquisition of McCoy delayed.

108
00:09:20,090 --> 00:09:22,010
Remaining mutants ready for transport.

109
00:09:22,450 --> 00:09:24,630
I believe some introduction is in order.

110
00:09:25,130 --> 00:09:30,470
Affirmative. The self is I am called
Warlock. It is not a name but a title.

111
00:09:30,970 --> 00:09:37,090
I am heir apparent of the Phalanx. A
cluster some 37 .5 light years distant.

112
00:09:37,450 --> 00:09:39,950
What it cannot assimilate, it destroys.

113
00:09:41,270 --> 00:09:45,970
As I need maturity, the time when I
would forever merge with the Phalanx, I

114
00:09:45,970 --> 00:09:48,340
realized... I had no heart for conquest.

115
00:09:49,160 --> 00:09:51,440
My life mate felt as I did.

116
00:09:51,820 --> 00:09:54,980
Together, we broke free and fled the
Phalanx.

117
00:09:56,560 --> 00:10:00,420
As we searched for a new home, our ship
became damaged.

118
00:10:00,880 --> 00:10:02,900
I struggled to regain control.

119
00:10:03,220 --> 00:10:04,220
I could not.

120
00:10:04,420 --> 00:10:06,920
Our ship crashed on your Earth.

121
00:10:09,400 --> 00:10:12,740
When I awoke here, I could not find my
life mate.

122
00:10:14,860 --> 00:10:16,140
I feared the worst.

123
00:10:20,750 --> 00:10:21,750
Men came.

124
00:10:21,930 --> 00:10:24,570
Many men. With vehicles and machines.

125
00:10:25,170 --> 00:10:26,390
They took our ship.

126
00:10:27,970 --> 00:10:31,110
And Self was too afraid to help her.

127
00:10:33,250 --> 00:10:35,770
Now Phalanx has followed us here.

128
00:10:36,170 --> 00:10:38,090
And your world will be lost.

129
00:10:38,950 --> 00:10:40,430
Self is ashamed.

130
00:10:40,670 --> 00:10:42,490
There is no need to be.

131
00:10:42,710 --> 00:10:45,130
Our world is not lost yet.

132
00:10:45,450 --> 00:10:47,230
Land on that roof over there.

133
00:10:48,490 --> 00:10:53,130
Self followed men's trucks to a
laboratory, but there was no sign of

134
00:10:53,550 --> 00:10:56,850
Until Self followed her energy pattern
to your home.

135
00:10:57,230 --> 00:11:00,530
You mean that creature is your life
mate?

136
00:11:00,770 --> 00:11:01,990
No! Yes.

137
00:11:02,570 --> 00:11:03,570
In part.

138
00:11:03,810 --> 00:11:08,290
The phalanx has her now. Has done
something to her. Something horrible.

139
00:11:08,590 --> 00:11:11,150
Weary. Will you help us, McCoy? Please?

140
00:11:11,570 --> 00:11:14,850
Perhaps we can help each other. I have a
lab in this building.

141
00:11:15,130 --> 00:11:17,790
I would like to examine a sample of
your, uh...

142
00:11:18,000 --> 00:11:19,000
Tissue.

143
00:11:20,120 --> 00:11:22,360
We are fortunate that it is after hours.

144
00:11:23,220 --> 00:11:25,660
Where is it? Why is this fortunate?

145
00:11:25,980 --> 00:11:28,680
I fear your appearance might alarm the
staff.

146
00:11:29,160 --> 00:11:31,180
Then self will change appearance.

147
00:11:32,580 --> 00:11:35,720
No. Of course. This way.

148
00:11:37,860 --> 00:11:43,380
Astonishing. Assimilation occurs rapidly
in metallic substances, but more slowly

149
00:11:43,380 --> 00:11:46,860
in non -metals. Living tissues are also
assimilated quickly.

150
00:11:47,390 --> 00:11:49,510
Yet mutant tissue seems somehow immune.

151
00:11:49,790 --> 00:11:53,210
Does this assimilation occur independent
of conscious thought?

152
00:11:53,470 --> 00:11:54,850
Oh, no, self -friend Hank.

153
00:11:55,130 --> 00:11:59,370
As with the phalanx, every part of self
thinks and feels.

154
00:11:59,790 --> 00:12:04,830
Query, if self -friend Hank is finished,
may self reintegrate the sample?

155
00:12:05,190 --> 00:12:07,330
Well, yes, if you like.

156
00:12:10,050 --> 00:12:11,050
Extraordinary.

157
00:12:11,450 --> 00:12:12,750
Do that again, please.

158
00:12:16,200 --> 00:12:17,179
Of course!

159
00:12:17,180 --> 00:12:20,700
The rate of the assimilation is directly
proportional to the substance's

160
00:12:20,700 --> 00:12:21,700
electrical conductivity.

161
00:12:22,140 --> 00:12:25,240
Query, what is Delphine Hank talking
about?

162
00:12:25,620 --> 00:12:29,520
The assimilation process is an
electromagnetic phenomenon.

163
00:12:29,860 --> 00:12:33,980
That would explain how the phalanx was
able to travel so quickly along the

164
00:12:33,980 --> 00:12:38,000
fence. It could transmit its mass along
any good conductor.

165
00:12:38,560 --> 00:12:41,200
Railroad tracks, power lines, phone
lines.

166
00:12:41,880 --> 00:12:42,940
Good heavens!

167
00:12:43,560 --> 00:12:45,940
This thing could be far more dangerous
than we realize.

168
00:12:46,580 --> 00:12:49,160
Weary. What is so, friend?

169
00:12:49,380 --> 00:12:51,820
I am patching into President Kelly's
emergency line.

170
00:12:52,040 --> 00:12:53,720
He must be alerted to the danger.

171
00:12:54,060 --> 00:12:56,200
Dr. McCoy, what's the trouble?

172
00:12:56,500 --> 00:12:59,600
Mr. President, I must warn you of a
grave threat.

173
00:13:00,080 --> 00:13:01,660
Don't say any more, doctor.

174
00:13:02,040 --> 00:13:03,980
This may not be a secure line.

175
00:13:04,640 --> 00:13:05,640
What's your location?

176
00:13:05,940 --> 00:13:07,940
The Grace Eye Clinic in New York City.

177
00:13:08,160 --> 00:13:11,880
We'll send a chopper to pick both of you
up. Be on the roof in ten minutes.

178
00:13:12,100 --> 00:13:13,100
Kelly out.

179
00:13:13,260 --> 00:13:17,720
Self -friend Hank, you did not tell the
president about self. We can explain the

180
00:13:17,720 --> 00:13:18,820
situation when we arrive.

181
00:13:19,140 --> 00:13:23,580
Right now, we must query... Then what
did the president mean by both of us?

182
00:13:32,060 --> 00:13:38,560
Self -friend Hank,

183
00:13:38,840 --> 00:13:40,980
your president is no longer human.

184
00:13:41,400 --> 00:13:42,400
The patient!

185
00:13:42,890 --> 00:13:45,650
Self -friend Hank, we cannot help them
by ourselves.

186
00:13:46,250 --> 00:13:47,530
No, we cannot.

187
00:13:47,990 --> 00:13:49,530
But who can we turn to?

188
00:13:50,030 --> 00:13:54,630
My specialty is organic chemistry, but
the phalanx is as much inorganic as

189
00:13:54,630 --> 00:13:58,850
organic. Of course. I only pray we are
not too late in reaching him.

190
00:13:59,290 --> 00:14:02,570
Weary, will not a transmission reveal
our location?

191
00:14:02,990 --> 00:14:05,150
Not if I direct it through a few relay
satellites.

192
00:14:05,730 --> 00:14:06,770
Dr. McCoy.

193
00:14:07,260 --> 00:14:11,380
I wish I could say I'm happy to see you,
but for some reason a visit from the X

194
00:14:11,380 --> 00:14:16,120
-Men is usually more trouble than it is
worth. I'm afraid this time will be no

195
00:14:16,120 --> 00:14:17,120
different, Ford.

196
00:14:17,440 --> 00:14:20,740
I believe all life on Earth may be at
risk.

197
00:14:21,120 --> 00:14:22,540
Should we meet somewhere safe?

198
00:14:22,980 --> 00:14:26,620
If this is your idea of a joke, McCoy...
I only wish it were.

199
00:14:27,040 --> 00:14:28,120
Milford Township.

200
00:14:28,340 --> 00:14:29,760
Sid's Grill on Oakhurst.

201
00:14:29,980 --> 00:14:30,980
One hour.

202
00:14:31,460 --> 00:14:35,120
Agreed. Trust no one, not even your own
team.

203
00:14:35,660 --> 00:14:36,660
Understood.

204
00:14:36,880 --> 00:14:39,380
You said you could sense your life
mate's energy pattern.

205
00:14:39,860 --> 00:14:45,400
Affirmative. Cell could not forget her
pattern, even as Phalanx. Then could you

206
00:14:45,400 --> 00:14:47,300
tell if Forge is really Forge?

207
00:14:47,860 --> 00:14:50,280
Affirmative, but only in person.

208
00:14:50,740 --> 00:14:53,580
I guess we need to be thankful for small
favors.

209
00:14:57,740 --> 00:15:01,260
Unfortunately, there has been little
progress in mutant assimilation.

210
00:15:02,120 --> 00:15:05,720
The X -Factor in their genetic structure
is resistant to the assimilation

211
00:15:05,720 --> 00:15:10,860
process. Work continues on the Spire.
The Spire is of primary importance.

212
00:15:11,440 --> 00:15:16,000
Mutant assimilation serves only to
accelerate completion of the primary

213
00:15:16,420 --> 00:15:21,120
Once that has been accomplished, all
Phalanx will rejoin the Nexus.

214
00:15:21,520 --> 00:15:24,240
Random genetic reproduction will cease.

215
00:15:24,560 --> 00:15:30,100
And at last, all life on this world will
attain the perfection of the Phalanx.

216
00:15:36,200 --> 00:15:37,240
Please don't do that.

217
00:15:37,480 --> 00:15:42,800
Sorry. Both beings are human, though
Forge has inorganic components.

218
00:15:43,760 --> 00:15:45,940
Additional being is fully biological.

219
00:15:46,320 --> 00:15:49,200
Additional? Well, as long as he's human.

220
00:16:07,829 --> 00:16:12,270
Quicksilver! He seems to think the base
personnel are acting strangely.

221
00:16:12,750 --> 00:16:13,890
Is he right?

222
00:16:14,090 --> 00:16:15,110
Quite probably.

223
00:16:15,650 --> 00:16:19,650
This young man is Warlock. We have
discovered something disturbing.

224
00:16:20,110 --> 00:16:22,630
It began roughly twelve hours ago.

225
00:16:23,130 --> 00:16:25,090
And we waited until you arrived.

226
00:16:25,370 --> 00:16:29,610
It was the only way to be sure you were
unaffected. You don't expect us to

227
00:16:29,610 --> 00:16:30,549
believe this.

228
00:16:30,550 --> 00:16:35,330
Dr. McCoy isn't given to flights of
fancy, Pietro. But couldn't this be some

229
00:16:35,330 --> 00:16:36,490
elaborate ruse?

230
00:16:36,920 --> 00:16:43,720
We know of any number of mutants capable
of... I know how it must sound, but,

231
00:16:43,780 --> 00:16:46,680
Warlock, would you assimilate that fork?

232
00:16:48,020 --> 00:16:52,800
Interesting. And I'm afraid
corroborating evidence is standing

233
00:16:58,040 --> 00:17:00,920
Miss, is there a real exit to this
establishment?

234
00:17:01,360 --> 00:17:03,220
There is no exit, mutant.

235
00:17:06,929 --> 00:17:09,170
Light mate! No!

236
00:17:09,550 --> 00:17:10,550
Please!

237
00:17:11,710 --> 00:17:14,369
Warlock! Help! Help!

238
00:17:16,849 --> 00:17:22,710
Control link re -established.

239
00:17:37,930 --> 00:17:38,930
I'll bring the van around.

240
00:17:38,990 --> 00:17:39,990
No, please.

241
00:17:44,750 --> 00:17:47,090
Leave me. You can travel faster alone.

242
00:17:47,450 --> 00:17:48,470
Not necessary.

243
00:18:02,290 --> 00:18:05,310
Great spirit protect us. Indeed.

244
00:18:05,570 --> 00:18:06,570
This way.

245
00:18:10,320 --> 00:18:11,320
Get down!

246
00:18:29,220 --> 00:18:30,220
Mr.

247
00:18:31,400 --> 00:18:36,420
Sinister may seem an odd ally. The
pragmatism of the enemy of your enemy is

248
00:18:36,420 --> 00:18:37,820
friend seems to apply.

249
00:18:38,460 --> 00:18:40,560
Quickly! They're reforming!

250
00:18:43,940 --> 00:18:45,460
Go! Go!

251
00:18:50,140 --> 00:18:50,740
It

252
00:18:50,740 --> 00:18:59,660
destroyed

253
00:18:59,660 --> 00:19:02,900
my records, my laboratory, my men.

254
00:19:03,120 --> 00:19:07,420
All gone. I have run a projection based
on what we have observed so far.

255
00:19:08,040 --> 00:19:13,480
It appears that if this phalanx organism
proceeds unchecked, 76 % of the world's

256
00:19:13,480 --> 00:19:15,860
population will be assimilated within
four days.

257
00:19:16,220 --> 00:19:19,860
But you're using a viral model. This
thing thinks.

258
00:19:20,280 --> 00:19:25,380
It knew to go for the president and it
knew to ambush us at Milford. It knows

259
00:19:25,380 --> 00:19:27,760
just what and when to infect.

260
00:19:28,100 --> 00:19:31,160
True, but the range of its control seems
limited.

261
00:19:31,480 --> 00:19:34,720
In the diner, that portion of it seemed
to revert greatly.

262
00:19:35,400 --> 00:19:38,740
Perhaps it needs a larger transmitter to
extend its range.

263
00:19:39,040 --> 00:19:42,000
Something like that, for instance.

264
00:19:45,700 --> 00:19:47,500
It is the Spire!

265
00:19:48,180 --> 00:19:53,700
The Phalanx will use it to summon the
rest of my people! To add this planet to

266
00:19:53,700 --> 00:19:54,720
the Phalanx Empire!

267
00:19:56,640 --> 00:19:58,600
It is Cell's fault!

268
00:19:58,860 --> 00:20:00,920
Cell never should have come here!

269
00:20:01,560 --> 00:20:03,840
Now, Cell friends Beast.

270
00:20:04,490 --> 00:20:08,610
Forge, your world is doomed.