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NARRATOR: Previously on X-MEN...

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I've come for the Princess Lilandra.

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She's still a bit under the weather,

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but you didn't specify
what condition she had to be in.

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Tell me where the M'Kraan Crystal is.

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You must save Lilandra.

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Our job is to find Lilandra
and get out fast.

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Anybody know what she looks like?

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She's from another galaxy.

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You see a woman you don't know,
rescue her.

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ERIC THE RED: Forget these freaks!
We must get Lilandra to my ship.

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No!

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Let Lilandra go.

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Gladiator!

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I have Lilandra.

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But where is the M'Kraan Crystal?

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Why do you serve
a madman like my brother?

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Take her
with my respects to the Emperor.

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(GRUNTING)

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I am sorry, Princess, but
you must give your brother the crystal.

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No! For the sake of the universe, no!

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PHOENIX: Phoenix must go!

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PHOENIX:
Lilandra is under my protection.

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Learn the power of Phoenix.

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-Are you the child of the crystal?
-Yes.

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You must help me to keep the crystal

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from falling into the hands
of my brother, the Emperor!

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The crystal is here. I can feel its power.

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(LAUGHING)

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

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to help you safeguard the crystal.

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I must return to my ship at once,

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and my transporter is not
strong enough to bring you with me.

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(PHOENIX SIGHS)

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-PHOENIX: I am.
-Funny, you don't look it.

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This body is young and strong.
It recovers quickly.

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(GASPING) A ship!

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It isn't your brother, Lilandra.
It is a friend.

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-CYCLOPS: Where's Jean?
-Searching the skies.

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She's all right, Cyke. Best I can tell.

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Jean? Jean?

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It is good that you are here.
Help me to prepare the others.

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-For what?
-For the battle to save the galaxy.

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-I can help! Just tell me how!
-I will tell you what I can.

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But there is much I do not know,
and there is much I must do alone.

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I was heartened to discover
that you were not

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a figment of the Professor's
unbridled imagination.

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I am anxious to learn more
about your people.

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-Looks like you'll get your chance.
-Listen up, people.

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-Jean has something to say.
-In our hands lies the fate

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of a billion star systems,
of lives beyond measure.

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-Just what I wanted to hear.
-It is time to go.

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Farewell.

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(GROANING)

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-Jean! You must not leave me behind!
-It's no use, Professor.

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The way she said goodbye,
it's like they're not coming back, ever.

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(GASPS)

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(GROANS)

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Next time I'll take the bus.

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(MOANS)

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I've got you!

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(STAMMERING) No, I'll be all right.

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Thanks to you,
we have arrived before my brother.

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-That's what all the fuss is about?
-How you fit a whole galaxy in there?

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lts faceted configuration
gives the crystal

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infinite storage capacity
for refracted light energy.

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(CHUCKLES) I knew there had to be
a simple explanation.

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You like it, ch�re?
I'll get you one for Christmas.

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We must move quickly
to safeguard the crystal.

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Take evasive action!

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(ALL YELLING)

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(MOANS)

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-Who knocked?
-It was some sort of stun ray.

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Lilandra's out colder
than a leftover hush puppy.

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The ray may have been
specifically attuned to Shi'ar life forms.

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Aliens, Corsair! Ugly ones, too!

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Who are you calling ugly, lizard lips?

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Get the crystal!

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lnteresting weaponry.

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Effective, too.

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(MEOWING)

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There ain't hardly room
to swing a cat in here!

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These are not the Emperor's troops.

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They are intergalactic pirates
who call themselves the Starjammers.

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Pirates? Where do they keep
their swords and eye patches?

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-Raza!
-Aye, captain.

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Re-calibrate the stun ray for humans!

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-But, Captain...
-Just do it!

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Surrender, or I'll fire!

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-No, Scott! You can't!
-What?

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Fire, Raza!

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(ALL GROANING)

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Come, Hepzibah.

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(GROANS)

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Who turned out the lights again? Jean.

96
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They took the crystal, Logan.

97
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They took Scott, too.

98
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Jean, why did you stop Cyke
when he was about to blast that joker?

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I can't tell you.

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PHOENIX: That he's Scott's father.

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Why have you taken him, my captain?
As a hostage?

102
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No, Raza. Not a hostage.

103
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He's a weapon.
The last one we'll ever need.

104
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Identify yourself.

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Scout ship of Imperial Agent
Davan Shakari, Majesty.

106
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Code name Eric the Red.

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He wishes permission to report to you.

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Shakari,
I ordered you to intercept Lilandra

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and recover the M'Kraan Crystal.

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Why have you not done
as I commanded?

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You say a group of pathetic
Earth creatures defeated you?

112
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You, an Imperial Shi'ar agent? Fool!

113
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Gladiator, tell me what has happened.

114
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My lord, is it not said that
the crystal is protected

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by a guardian of immense power?

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-The Phoenix is only a legend.
-My lord, I have seen her.

117
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-Corsair! Impudent rebel dog!
-Pirate traitor!

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I'm glad you haven't forgotten me,
D'Ken.

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Do you remember this?

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The M'Kraan Crystal.
Name your price, thief!

121
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I know you'd give everything
you've got to get your hands on it,

122
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but I'm only asking half.

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-Half the Imperial treasury.
-My lord, he insults you!

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Silence!
By the sacred ancestors of the Shi'ar,

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I agree to your price.

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I'll bring you the crystal
and a present for your amusement.

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One of the Earth creatures
who've been helping Lilandra.

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Though your forces failed,
I was able to deal with them.

129
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-Gladiator.
-Yes, my Emperor?

130
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As soon as the crystal is mine,

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you will destroy Corsair
and his Starjammers.

132
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But, my lord,
you swore the Sacred Oath!

133
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You will do it!

134
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Yes, my Emperor.

135
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Imperial Guards, your Emperor honors
us by sending us against

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the rebel Starjammers in battle.

137
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The leader Corsair will
be taken and destroyed.

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-The Emperor and I had a friendly chat.
-What are you to him?

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A festering wound in his side.
He calls me a pirate and worse.

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-I think he's right.
-Perhaps.

141
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But today, I'm D'Ken's best friend.

142
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Today I'm selling him
the M'Kraan Crystal.

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You can't do that!
Don't you know that if that madman

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unleashes the power of the crystal,
it could destroy the entire galaxy?

145
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D'Ken will never touch the crystal,

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because you are going to end
his miserable existence.

147
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The only way I can get close
to D'Ken is to offer him the crystal.

148
00:12:21,570 --> 00:12:23,620
Why are you so determined
to destroy him?

149
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D'Ken has destroyed millions
in his quest for power.

150
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One of those millions was my wife.

151
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-Does he know what he's done to you?
-He knows.

152
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Then he'll expect an attack.

153
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From me, yes.
But not from you, a helpless prisoner.

154
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You should have one clear shot
from your eyes at full strength.

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I won't take a life in cold blood.

156
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If D'Ken lives
and gets his hands on the crystal,

157
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and eventually he will,
billions of lives will be lost.

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Is your sense of honor worth so much?

159
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Is one woman's life important enough
to risk the fate of an entire galaxy?

160
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It was to me.

161
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The Starjammer is too fast.
We cannot overtake it.

162
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Fascinating.

163
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Hey!

164
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How can we fight something
we can't catch?

165
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Don't worry, we'll fight
little green men soon enough.

166
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You must transport us
to the Starjammer,

167
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just as you brought us here.

168
00:13:59,100 --> 00:14:03,080
I'm still weak, but be patient.
I will recover.

169
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Each time I use my powers,
I grow stronger.

170
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The time has come.
Will you help me destroy the Emperor?

171
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You know that, for the sake
of the galaxy, I have no choice.

172
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-If we fail, get the Starjammer to safety.
-We shall not abandon you, Corsair.

173
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As long as I'm captain of this ship,
you'll carry out my orders.

174
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If we fail,
someone has to carry on the fight.

175
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-I come from your planet.
-How is that possible?

176
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(LAUGHING)

177
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That's a long story.

178
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We're so close to Earth now.
I would've liked to have seen it again.

179
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-Do you have any children?
-No.

180
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I wouldn't know mine now if I saw them.

181
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Except I remember my oldest boy.
He had his mother's eyes.

182
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If I can contact Cyclops telepathically,

183
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I can use the mind-link
like a homing beacon.

184
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Emperor, the prisoner is
the leader of the X-Men.

185
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So? Such a pathetic creature
is of no interest to me.

186
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Scott, Scott.

187
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-Scott.
-It's Jean!

188
00:16:03,519 --> 00:16:04,919
I'm coming, Scott!

189
00:16:12,370 --> 00:16:17,379
The crystal is here. I can feel its power.
Corsair! Show me the crystal!

190
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It is mine!
The greatest power in the universe.

191
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-Do it now!
-Imperial Guards!

192
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It is the Phoenix!

193
00:16:47,500 --> 00:16:50,629
D'Ken! You've lived too long!

194
00:16:53,909 --> 00:16:55,049
(MOANING)

195
00:16:56,779 --> 00:16:57,769
Jean!

196
00:17:01,320 --> 00:17:03,019
Corsair, you fool.

197
00:17:04,789 --> 00:17:05,990
A shape-shifter!

198
00:17:09,359 --> 00:17:10,940
Destroy them all!

199
00:17:12,759 --> 00:17:14,190
Start the ball, Cajun!

200
00:17:29,809 --> 00:17:32,710
X-Men! Get the crystal!

201
00:17:41,859 --> 00:17:42,910
(GROANS)

202
00:17:50,329 --> 00:17:52,819
Drop it, bub, or I'll drop you!

203
00:17:56,799 --> 00:17:59,609
-Out of my way, woman.
-Get out of your own way!

204
00:18:01,210 --> 00:18:03,430
-Thank you, Rogue.
-I enjoyed it.

205
00:18:04,140 --> 00:18:06,309
Gladiator! Cut off their retreat!

206
00:18:12,150 --> 00:18:14,049
Everyone! Head for the Starjammer!

207
00:18:29,400 --> 00:18:30,509
Let's move it!

208
00:18:39,380 --> 00:18:41,049
The bigger they are...

209
00:18:43,450 --> 00:18:44,410
Help!

210
00:18:45,819 --> 00:18:47,190
(WOLVERINE GRUNTING)

211
00:18:51,460 --> 00:18:53,420
-What's cooking?
-Come, my friend!

212
00:18:55,000 --> 00:18:57,140
Stop fooling around, Gambit!
We gotta go!

213
00:19:01,099 --> 00:19:04,559
"Our safety is our speed."
Ralph Waldo Emerson.

214
00:19:13,750 --> 00:19:15,119
I'll help you, Beast!

215
00:19:15,950 --> 00:19:17,529
It was the thought that counted.

216
00:19:17,779 --> 00:19:19,009
I got it, Beast.

217
00:19:22,460 --> 00:19:23,690
Is that everyone?

218
00:19:25,960 --> 00:19:27,009
It is now.

219
00:19:28,430 --> 00:19:29,480
Scott!

220
00:19:30,960 --> 00:19:33,450
-Let's go!
-You don't have to tell me twice!

221
00:19:34,170 --> 00:19:36,660
Corsair to Starjammer.
Get ready to... D'Ken!

222
00:19:39,210 --> 00:19:42,779
One false move, X-Men,
and Gladiator will crush Lilandra!

223
00:19:43,309 --> 00:19:44,299
(SNARLING)

224
00:19:44,480 --> 00:19:46,589
No, Logan. It's up to me now.

225
00:19:46,910 --> 00:19:49,720
In the name of Sharra and Kythri,

226
00:19:50,150 --> 00:19:52,109
and the sacred ancestors
of the Shi'ar...

227
00:19:52,420 --> 00:19:54,230
D'Ken! No!

228
00:19:54,519 --> 00:19:55,569
(MUFFLED SCREAMING)

229
00:19:56,690 --> 00:20:00,609
I call upon the nine dying stars,
and the world that has no name!

230
00:20:01,500 --> 00:20:02,490
Stop!

231
00:20:04,599 --> 00:20:07,150
I am the guardian of the crystal.

232
00:20:07,599 --> 00:20:12,200
Unlock the power of the M'Kraan
and make the galaxy mine!

233
00:20:17,140 --> 00:20:18,480
You are too late!

234
00:20:22,819 --> 00:20:25,279
I was not yet strong enough
to stop him.

235
00:20:26,450 --> 00:20:29,319
It has begun.
By opening a breach in the crystal,

236
00:20:29,759 --> 00:20:33,509
D'Ken has unleashed the power
of the negative galaxy inside.

237
00:20:34,130 --> 00:20:35,769
You mean it might get out?

238
00:20:38,329 --> 00:20:42,779
I mean we and everything we know
may soon be pulled in.

239
00:20:38,329 --> 00:20:42,779