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00:00:01,708 --> 00:00:03,250
NARRATOR:
Previously onX-Men...
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00:00:03,250 --> 00:00:05,375
SHAW:
You X-Men were
allowed to enter,
3
00:00:05,375 --> 00:00:07,458
so that I could have
the pleasure of
introducing you
4
00:00:07,458 --> 00:00:10,291
to the Inner Circle's
newest member.
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00:00:10,958 --> 00:00:13,291
WYNGARDE: To our new queen!
6
00:00:13,291 --> 00:00:15,708
ALL: Our new queen!
7
00:00:15,708 --> 00:00:17,500
Jean!
8
00:00:17,500 --> 00:00:20,333
We can't
deceive and control
the Phoenix forever.
9
00:00:20,333 --> 00:00:24,500
Some day she'll discover
the truth, and turn against
the Inner Circle.
10
00:00:24,500 --> 00:00:29,500
PHOENIX:
Your pathetic attempt to
use me has opened my eyes!
11
00:00:29,500 --> 00:00:31,375
No! Please!
12
00:00:33,250 --> 00:00:36,833
You had me do evil
to gain you power.
13
00:00:36,833 --> 00:00:40,500
But through this body,
I felt the thrill of
that evil.
14
00:00:40,500 --> 00:00:43,750
Now I thirst for more!
15
00:00:44,750 --> 00:00:48,583
Jean, it's you.
Talk to me! Help me!
16
00:00:49,000 --> 00:00:53,625
PHOENIX:
For this new sensation,
the rapture of destruction,
17
00:00:53,625 --> 00:00:59,000
for the
pleasure of the Phoenix!
The unbound joy of evil!
18
00:00:59,750 --> 00:01:03,750
The mortal
Jean Grey is no more.
19
00:01:03,750 --> 00:01:09,875
I am
fire made flesh!
Power incarnate!
20
00:01:09,875 --> 00:01:14,250
I am the Dark Phoenix!
21
00:01:15,166 --> 00:01:17,083
(THEME MUSIC PLAYING)
22
00:02:20,375 --> 00:02:22,000
Do not do it.
23
00:02:22,000 --> 00:02:23,375
Oh, dear.
24
00:02:23,375 --> 00:02:25,375
(SHRIEKING)
25
00:02:28,875 --> 00:02:33,708
You wish me to
return to the cold
nothingness of space?
26
00:02:33,708 --> 00:02:36,750
You wish me to
give up the body?
27
00:02:36,750 --> 00:02:38,125
Never!
28
00:02:39,750 --> 00:02:44,000
There is a power
beyond good and
evil,
29
00:02:44,000 --> 00:02:49,416
the power to create
and the power to destroy.
30
00:02:49,416 --> 00:02:51,625
Jean, can you hear me?
31
00:02:51,625 --> 00:02:57,000
Jean Grey
can hear nothing.
Speak only to the Phoenix.
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00:02:57,000 --> 00:03:00,750
Jean, fight it!
Use the powers
of your mind.
33
00:03:01,416 --> 00:03:04,208
Remember what we
mean to each other.
34
00:03:04,208 --> 00:03:07,750
Jean, please,
don't leave me.
35
00:03:09,125 --> 00:03:12,250
Scott? Scott, help me.
36
00:03:12,250 --> 00:03:15,416
Enough!
You are of
no use to me.
37
00:03:15,416 --> 00:03:18,000
(ALL SCREAMING)
38
00:03:21,375 --> 00:03:22,416
WOLVERINE: Ducks.
39
00:03:29,750 --> 00:03:32,250
I hate ducks.
40
00:03:32,250 --> 00:03:37,458
Gambit can't help but notice
you save him, chere,
and not Wolverine.
41
00:03:37,458 --> 00:03:39,166
Must be
my way with women.
42
00:03:39,166 --> 00:03:41,458
Don't flatter yourself,
swamp-boy.
43
00:03:42,000 --> 00:03:43,000
(GAMBIT GRUNTS)
44
00:03:43,458 --> 00:03:45,458
Little piece of advice,
Cajun.
45
00:03:45,458 --> 00:03:48,291
Never make that
woman mad at you.
46
00:03:48,291 --> 00:03:51,375
Speaking of mood swings,
what's bugging the Phoenix?
47
00:03:51,375 --> 00:03:53,208
She used to
be on our side.
48
00:03:53,208 --> 00:03:56,583
I fear
Xavier's intuition
has proved prescient.
49
00:03:56,583 --> 00:04:00,125
Through
Jean's keen human senses,
the Phoenix has experienced
50
00:04:00,125 --> 00:04:03,125
exhilarating new sensations
and emotions.
51
00:04:03,125 --> 00:04:05,208
I doubt
she wants to
give them up.
52
00:04:05,208 --> 00:04:07,166
Why not ask her?
53
00:04:07,166 --> 00:04:09,583
WOLVERINE:
Better ask her real nice.
54
00:04:10,458 --> 00:04:13,458
Your destiny is
at its end, X-Men.
55
00:04:13,458 --> 00:04:18,250
The Dark Phoenix has
come to destroy you all!
56
00:04:22,458 --> 00:04:24,208
Defend yourselves.
57
00:04:24,208 --> 00:04:27,458
But remember, Jean is up
there with her. Be careful.
58
00:04:27,458 --> 00:04:31,708
I call upon
the power of
the hurricane!
59
00:04:33,125 --> 00:04:34,708
(ALL GRUNTING)
60
00:04:34,708 --> 00:04:36,250
Hang on, sugar.
61
00:04:40,458 --> 00:04:42,583
(PHOENIX LAUGHING)
62
00:04:42,583 --> 00:04:47,083
Do you really think
your puny powers mean
anything to me?
63
00:04:47,083 --> 00:04:48,708
Forgive me, Jean.
64
00:04:50,083 --> 00:04:51,833
This is too easy.
65
00:04:51,833 --> 00:04:55,458
You provide me
only annoyance,
frustration.
66
00:04:58,208 --> 00:05:01,583
The power of lightning!
67
00:05:02,708 --> 00:05:07,166
Why does the body excite
when I must struggle to
get at them?
68
00:05:07,166 --> 00:05:08,500
(STORM SCREAMS)
69
00:05:09,708 --> 00:05:11,708
Get away from her, you witch!
70
00:05:17,708 --> 00:05:19,708
What in the world?
71
00:05:19,708 --> 00:05:20,708
Uh-oh!
72
00:05:22,500 --> 00:05:24,458
(WOLVERINE GRUNTS)
73
00:05:24,458 --> 00:05:27,708
Why does
the sensation lessen
when the opponent is weak?
74
00:05:36,166 --> 00:05:37,875
Cyclops, now!
75
00:05:40,500 --> 00:05:42,125
No!
76
00:05:42,125 --> 00:05:43,708
ROGUE: Beast!
77
00:05:48,500 --> 00:05:54,000
Fools! Do you think
I need eyes to see,
ears to hear?
78
00:05:55,250 --> 00:05:57,750
Shouldn't have
done that, gal.
79
00:05:57,750 --> 00:06:01,750
Let's see how cocky you are
once I've drained off some
of your power.
80
00:06:01,750 --> 00:06:03,250
Stop it!
81
00:06:03,250 --> 00:06:04,416
(ROGUE SCREAMS)
82
00:06:05,708 --> 00:06:08,458
Is this all you
can do against me?
83
00:06:08,458 --> 00:06:10,583
This is too easy.
84
00:06:10,583 --> 00:06:12,208
Give her back!
85
00:06:15,458 --> 00:06:18,375
Why do you care
about this body?
86
00:06:18,375 --> 00:06:20,291
I love her.
87
00:06:20,291 --> 00:06:25,333
Love? I do not understand.
Your answer is unacceptable.
88
00:06:26,416 --> 00:06:27,833
(GRUNTS)
89
00:06:32,416 --> 00:06:34,958
Scott? What have I done?
90
00:06:41,333 --> 00:06:42,958
I love you, Scott.
91
00:06:43,416 --> 00:06:47,708
No matter
what the future holds,
I will always love you.
92
00:06:47,708 --> 00:06:49,000
Never forget.
93
00:07:11,375 --> 00:07:13,458
(ALL GROANING)
94
00:07:18,875 --> 00:07:19,875
Jeannie.
95
00:07:44,708 --> 00:07:47,750
Life readings, Eluke?
As if I didn't already know.
96
00:07:47,750 --> 00:07:49,625
Nothing, Captain.
97
00:07:49,625 --> 00:07:52,458
The D'Bari star system is
as devoid of life
as the others.
98
00:07:52,458 --> 00:07:54,333
It seems such a waste.
99
00:07:54,333 --> 00:07:57,333
An entire
universe out there,
waiting to be discovered,
100
00:07:57,333 --> 00:07:59,708
and we're asked to
map dead star systems.
101
00:07:59,708 --> 00:08:02,333
Who knows?
Maybe one day we
shall find something.
102
00:08:05,500 --> 00:08:06,708
(SCANNER BEEPING)
103
00:08:06,708 --> 00:08:09,291
What is it?
What's happening?
104
00:08:10,416 --> 00:08:12,000
I don't know.
105
00:08:13,833 --> 00:08:15,625
(ALARM BLARING)
106
00:08:18,458 --> 00:08:21,375
Eluke!
What was that? A comet?
107
00:08:21,375 --> 00:08:25,083
No. It is alive!
108
00:08:29,500 --> 00:08:31,375
It just plunged into
the sun.
109
00:08:31,375 --> 00:08:33,416
Surely, it cannot
have survived.
110
00:08:33,416 --> 00:08:37,166
According to my readings,
Captain, the creature is
still alive.
111
00:08:37,166 --> 00:08:40,333
Not only alive, but feeding!
112
00:08:40,333 --> 00:08:42,375
Feeding? On a star?
113
00:08:45,875 --> 00:08:48,583
Engine room!
Full forward, now!
114
00:08:59,083 --> 00:09:00,583
All engines stop!
115
00:09:00,583 --> 00:09:03,125
Why are we stopping?
Get us out of here!
116
00:09:03,125 --> 00:09:05,208
No.
117
00:09:05,208 --> 00:09:08,166
That thing, whatever it is,
just destroyed an entire
star system.
118
00:09:08,750 --> 00:09:10,583
If those planets
had been inhabited,
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00:09:10,583 --> 00:09:13,125
billions of innocent beings
would have been wiped out.
120
00:09:13,125 --> 00:09:16,125
We must
destroy that creature
before it feeds again.
121
00:09:35,125 --> 00:09:37,458
Eluke,
where is the creature now?
122
00:09:37,458 --> 00:09:41,166
Gone. Just gone!
123
00:09:41,166 --> 00:09:43,333
Connect me
with the Empress.
124
00:09:44,750 --> 00:09:48,375
LILANDRA: No,
do not pursue,
return to me now.
125
00:09:49,166 --> 00:09:51,708
-Gladiator.
-Yes, my Empress!
126
00:09:51,708 --> 00:09:54,166
Assemble the Imperial Guard
immediately
127
00:09:54,166 --> 00:09:56,708
and make ready the
Imperial Star Cruiser!
128
00:09:56,708 --> 00:09:58,500
What has happened,
my Empress?
129
00:09:58,500 --> 00:10:00,250
Our worst nightmare.
130
00:10:03,166 --> 00:10:06,416
I'm afraid Jean Grey
no longer exists.
131
00:10:06,416 --> 00:10:09,958
When she first inhabited
Jean's body,
we were thankful.
132
00:10:09,958 --> 00:10:13,166
Jean helped her
protect us
from the M'Kraan Crystal.
133
00:10:13,583 --> 00:10:18,166
But now, Jean has been
overwhelmed by
the alien force within her.
134
00:10:18,166 --> 00:10:21,708
As long as Jean is alive,
we can't stop trying.
135
00:10:21,708 --> 00:10:25,708
Of course, Scott,
but we must also
be honest with ourselves
136
00:10:25,708 --> 00:10:27,625
about the depth
of the problem.
137
00:10:27,625 --> 00:10:30,833
Unless the Phoenix agrees
to leave Jean's body,
138
00:10:30,833 --> 00:10:33,333
I see no way to
save our friend.
139
00:10:33,333 --> 00:10:34,333
(GROANS IN PAIN)
140
00:10:35,208 --> 00:10:37,375
Professor,
she's coming back.
141
00:10:47,250 --> 00:10:48,875
She's coming back.
142
00:10:48,875 --> 00:10:51,250
How do you know
the Phoenix is returning?
143
00:10:51,250 --> 00:10:55,000
Jean is returning.
Our psychic rapport
is still functioning.
144
00:10:55,000 --> 00:10:58,250
We will do everything in
our power to protect Jean.
145
00:10:58,250 --> 00:11:01,375
But at the same time,
we must do all we can
146
00:11:01,375 --> 00:11:06,250
to defeat
the Phoenix within her or
our world will not survive.
147
00:11:06,250 --> 00:11:09,583
How do you beat something
that can melt you in
a split second?
148
00:11:09,583 --> 00:11:11,583
-That's it!
-What's it?
149
00:11:11,583 --> 00:11:13,875
Why hasn't the Phoenix
melted us?
150
00:11:13,875 --> 00:11:15,833
How should I know?
151
00:11:15,833 --> 00:11:19,333
Because Jean has at least
some control
over the creature.
152
00:11:19,333 --> 00:11:21,875
That means there's
still hope of
reaching her.
153
00:11:21,875 --> 00:11:24,833
Ah, yes, its mind.
154
00:11:24,833 --> 00:11:30,083
The Inner Circle controlled
the Phoenix-Jean entity,
at least for a time,
155
00:11:30,083 --> 00:11:32,833
by attacking its
most vulnerable spot.
156
00:11:32,833 --> 00:11:35,583
But, Beast,
it's Jean's mind!
157
00:11:35,583 --> 00:11:40,500
I do not propose
to harm her mind,
only disable it.
158
00:11:41,083 --> 00:11:44,291
A mnemonic scrambling device
would temporarily prevent her
159
00:11:44,291 --> 00:11:46,333
from forming
coherent thought.
160
00:11:46,333 --> 00:11:49,208
That could cause the creature
to leave her!
161
00:11:49,208 --> 00:11:51,500
My thoughts, exactly.
162
00:11:51,500 --> 00:11:54,125
How could I
have not seen it?
163
00:11:54,125 --> 00:11:57,333
All those weeks we worked
to make Jean whole again,
164
00:11:57,333 --> 00:11:59,833
simply made her
the perfect host.
165
00:12:01,166 --> 00:12:04,375
Phoenix, why do you still
inhabit Jean's body?
Your work is done.
166
00:12:04,375 --> 00:12:06,583
You do her harm by remaining!
167
00:12:06,583 --> 00:12:09,000
(PHOENIX LAUGHING MANIACALLY)
168
00:12:28,708 --> 00:12:31,708
One mnemonic scrambler,
made-to-order.
169
00:12:33,583 --> 00:12:36,416
Now, to find a suitable
test subject.
170
00:12:36,416 --> 00:12:38,458
Volunteers?
171
00:12:42,375 --> 00:12:43,625
(GROANS IN PAIN)
172
00:12:44,375 --> 00:12:46,375
-What is it?
-It's Jean.
173
00:12:46,875 --> 00:12:48,208
I feel her presence.
174
00:12:48,208 --> 00:12:49,875
Where? Here?
175
00:12:49,875 --> 00:12:54,625
No, somewhere near.
A place from her past.
176
00:12:55,375 --> 00:12:57,958
A place full of
emotional memories.
177
00:13:03,250 --> 00:13:06,208
Mom, Dad, I'm home.
178
00:13:12,583 --> 00:13:14,875
Mom? Dad?
179
00:13:16,291 --> 00:13:18,375
Mom? Are you here?
180
00:13:20,583 --> 00:13:22,125
Prometheus!
181
00:13:22,125 --> 00:13:23,208
(HISSING)
182
00:13:23,583 --> 00:13:27,166
Prometheus, it's me.
Jean.
183
00:13:48,000 --> 00:13:49,250
(SQUEAKING)
184
00:13:57,208 --> 00:13:58,208
(VEHICLE APPROACHING)
185
00:14:06,125 --> 00:14:08,750
Daddy? Daddy's home!
186
00:14:18,458 --> 00:14:21,125
Daddy? Is that you?
187
00:14:21,583 --> 00:14:26,000
Daddy? Where are you going?
Daddy?
188
00:14:27,750 --> 00:14:30,458
Forgive me, chere,
this is the only way.
189
00:14:30,458 --> 00:14:31,583
Fools!
190
00:14:35,458 --> 00:14:37,875
ROGUE: Why ain't that
brain buster working?
191
00:14:37,875 --> 00:14:41,250
Patience, Rogue.
It should take
effect momentarily.
192
00:14:42,833 --> 00:14:46,500
Jean, my friend!
Do not reject our help.
193
00:14:46,500 --> 00:14:47,958
Let your mind...
194
00:14:47,958 --> 00:14:49,458
I have no friends!
195
00:14:51,000 --> 00:14:53,416
ROGUE: What is this,
"Catch the X-Men" day?
196
00:14:54,875 --> 00:14:58,583
Her mind is more powerful
than anything
I could imagine.
197
00:14:58,583 --> 00:15:01,416
She has overloaded
the scrambler's circuitry.
198
00:15:02,625 --> 00:15:04,958
We knew
it could come to this.
199
00:15:08,000 --> 00:15:09,000
We got to end it.
200
00:15:09,000 --> 00:15:10,250
Logan?
201
00:15:10,250 --> 00:15:11,500
-Jean?
-Do it.
202
00:15:12,458 --> 00:15:14,833
Quickly, while I
still have control.
203
00:15:14,833 --> 00:15:16,458
Stop her now!
204
00:15:18,833 --> 00:15:20,500
I can't!
205
00:15:20,500 --> 00:15:23,958
Please, if you truly
love me, don't let her...
206
00:15:24,875 --> 00:15:29,000
You should
have destroyed me
when you had the chance.
207
00:15:33,500 --> 00:15:38,166
What a pity, Beast.
I've ruined your
little toy.
208
00:15:41,833 --> 00:15:45,708
Now we'll play on my terms!
209
00:15:48,125 --> 00:15:50,875
CYCLOPS: Let them go. Jean.
210
00:15:51,500 --> 00:15:54,708
Jean Grey
no longer exists!
211
00:15:54,708 --> 00:15:58,458
I know
you're there, Jean.
I can still feel you.
212
00:15:58,958 --> 00:16:01,583
You cannot
destroy your friends.
213
00:16:02,875 --> 00:16:05,708
Don't be so sure!
214
00:16:05,708 --> 00:16:07,583
I love you, Jean.
215
00:16:07,583 --> 00:16:10,083
We all love you.
And you love us.
216
00:16:10,583 --> 00:16:14,958
You love me. Nothing
will ever change that.
217
00:16:14,958 --> 00:16:18,000
Scott? Scott, I...
218
00:16:18,000 --> 00:16:19,291
(JEAN SCREAMS)
219
00:16:19,291 --> 00:16:20,458
CYCLOPS: Jean!
220
00:16:28,000 --> 00:16:32,583
I'm sorry, Scott,
but I had to attack her mind
while she was distracted.
221
00:16:32,583 --> 00:16:35,000
As long as I've got
her back, safe and...
222
00:16:35,000 --> 00:16:36,958
I only stunned her.
223
00:16:36,958 --> 00:16:40,250
The creature inside her
must be destroyed now.
Quickly.
224
00:16:40,250 --> 00:16:42,583
-No.
-Now. Before she...
225
00:16:42,583 --> 00:16:45,583
Recovers? You're too late.
226
00:16:51,083 --> 00:16:53,250
And as for you...
227
00:16:53,250 --> 00:16:54,875
(XAVIER SCREAMS)
228
00:16:55,625 --> 00:17:00,583
You once told Jean Grey
that the greatest joy
a teacher has
229
00:17:00,583 --> 00:17:04,333
is to
be surpassed
by his own pupil.
230
00:17:04,333 --> 00:17:05,875
Enjoy!
231
00:17:05,875 --> 00:17:07,583
JEAN: Stop!
232
00:17:07,583 --> 00:17:10,458
I won't allow you
to enter my...
233
00:17:10,458 --> 00:17:12,250
(JEAN SCREAMING)
234
00:17:15,583 --> 00:17:20,375
In the battlefield
of the mind,
my will shall prevail!
235
00:17:20,375 --> 00:17:24,166
Do you really think
your puny mind
is a match for mine?
236
00:17:35,333 --> 00:17:40,083
As you once used
the power of the Phoenix
to bind the M'Kraan Crystal,
237
00:17:40,083 --> 00:17:43,375
I now
bind the Phoenix
with the power of...
238
00:17:43,375 --> 00:17:45,583
(XAVIER SCREAMING)
239
00:17:55,875 --> 00:18:00,000
The conceit of you humans,
the arrogance!
240
00:18:02,875 --> 00:18:08,833
Jean. If you can
hear me, help me.
Help me. Help me.
241
00:18:10,708 --> 00:18:15,875
This can't be. I am Phoenix!
242
00:18:15,875 --> 00:18:19,708
I now bind the Phoenix
with the power of my mind!
243
00:18:19,708 --> 00:18:21,458
No!
244
00:18:24,708 --> 00:18:26,875
No!
245
00:18:30,458 --> 00:18:31,708
(XAVIER GROANS)
246
00:18:31,708 --> 00:18:32,750
(JEAN GROANS)
247
00:18:34,166 --> 00:18:35,375
Professor!
248
00:18:36,125 --> 00:18:37,333
CYCLOPS: Jean!
249
00:18:44,000 --> 00:18:46,708
Professor,
will she be all right?
250
00:18:46,708 --> 00:18:48,416
Jeannie.
251
00:18:48,416 --> 00:18:51,625
The Phoenix is contained,
for now.
252
00:18:51,625 --> 00:18:55,708
I could never have defeated
the Phoenix if Jean herself
had not helped me.
253
00:18:55,708 --> 00:18:59,416
The strength of her
mind is truly awesome.
254
00:19:00,708 --> 00:19:02,375
Hi, four-eyes.
255
00:19:02,375 --> 00:19:04,083
Hi yourself, tiger.
256
00:19:09,125 --> 00:19:10,458
ROGUE: We got company.
257
00:19:10,458 --> 00:19:11,583
CYCLOPS: The Shi'ar.
258
00:19:15,583 --> 00:19:17,250
Greetings, Charles.
259
00:19:17,250 --> 00:19:20,291
Lilandra!
What is the matter?
260
00:19:20,708 --> 00:19:23,583
Why didn't you alert
me telepathically?
261
00:19:23,583 --> 00:19:29,583
Charles Xavier, it is
the decision of the High
Council of the Shi'ar Empire
262
00:19:29,583 --> 00:19:33,708
that the being known both
as the Phoenix and as
Jean Grey,
263
00:19:33,708 --> 00:19:36,000
must be destroyed!
264
00:19:36,000 --> 00:19:38,375
Lilandra, stop this!
265
00:19:38,375 --> 00:19:43,625
For the sake
of all that live,
Jean Grey must perish.
266
00:19:52,458 --> 00:19:53,958
(THEME MUSIC PLAYING)19256
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