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NARRATOR: Previously on X-Men...
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00:00:03,370 --> 00:00:06,862
My psychic abilities have discovered
a creature with more power
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00:00:06,906 --> 00:00:09,500
than even you can imagine!
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Do tell.
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00:00:10,844 --> 00:00:13,369
FROST: They call her the Phoenix.
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She was the guardian of the
fantastically powerful M'Kraan Crystal.
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The Phoenix flew with the crystal
into the burning heart of the sun!
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The Phoenix destroyed herself?
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No! It lived!
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After depositing the crystal in the sun,
this primal force returned to Earth.
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00:00:34,234 --> 00:00:37,465
XAVIER: Phoenix, why do you still
inhabit Jean's body? Your work is done.
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00:00:37,537 --> 00:00:39,835
You do her harm by remaining!
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FROST: The Phoenix could be
the source of limitless power!
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00:00:42,742 --> 00:00:48,703
Tradition demands that such power
be wielded by us, the Inner Circle.
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She's asleep. I'm in her mind.
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You may now enter.
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WYNGARDE: And once
I'm in her mind,
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00:00:56,623 --> 00:01:01,492
I can use my power of illusion
to create whatever reality I choose.
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(GRUNTS)
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No! Jean!
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Not Jean. I am Phoenix!
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Good work, my love.
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Thank you, my husband!
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Xavier to Cyclops. Do you read? Over.
Come in. Over.
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00:02:36,222 --> 00:02:38,520
His communicator must be down.
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00:02:39,692 --> 00:02:40,920
Scoft
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Respond if you sense my presence.
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Who would know
how to block my psychic probe?
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Cerebro, help me break through.
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Cerebro, why can we
not contact the X-Men?
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00:03:25,538 --> 00:03:29,133
CEREBRO: Dual barriers,
one human, one electronic.
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Together they are confusing,
impenetrable.
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Keep probing. I need a moment's rest.
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00:03:39,419 --> 00:03:41,944
All right, Shaw. You have them.
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00:03:41,988 --> 00:03:44,183
Now what are we
going to do with them?
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Whatever you like, Leland.
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You doubted my work.
Admit it, you were wrong.
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I admit nothing!
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00:03:51,664 --> 00:03:54,724
Why not just dispose of them
and be done with it?
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The mighty X-Men? Are you mad?
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00:03:59,205 --> 00:04:02,231
They'll make nice lab rats,
don't you think?
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00:04:02,308 --> 00:04:05,766
Xavier has been trying
to contact the X-Men psychically.
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00:04:05,845 --> 00:04:09,542
I blocked the probe, but I don't know
how long I can hold it off.
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If your power fails us,
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(DOOR OPENING)
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we can give the job to someone else.
Jean, my dear.
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-Or should I say, Phoenix?
-Get away from her!
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00:04:26,132 --> 00:04:29,465
You cannot escape.
Nor can you hope to be rescued.
49
00:04:29,502 --> 00:04:32,630
The Circle Club is
an impregnable fortress.
50
00:04:32,672 --> 00:04:35,266
You X-Men were allowed to enter,
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00:04:35,341 --> 00:04:38,003
so that I could have
the pleasure of introducing you
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to the Inner Circle's newest member.
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Jean?
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MERCENARY 1: No one could have
lived through a fall like this.
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MERCENARY 2: Shaw said to bring
back the body.
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00:04:52,425 --> 00:04:53,687
MERCENARY 1: Yeah.
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00:04:54,527 --> 00:04:57,963
Well, come on.
Let's find an easier way down.
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00:04:59,799 --> 00:05:00,823
(WOLVERINE GROWLING)
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MERCENARY 1: Can you see
anything?
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I don't want to have
to go swimming around in there.
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00:05:07,407 --> 00:05:08,897
What was that?
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Guess you found the body.
Go on in! The water's fine.
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(MERCENARY 2 SCREAMS)
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(SNIFFING)
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00:05:21,754 --> 00:05:23,517
I know what you're thinking, punk.
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Question is, "Can I get Wolverine
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00:05:26,059 --> 00:05:29,187
"before he turns me into shish kebab
with those claws?"
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00:05:29,228 --> 00:05:32,356
Well, bub, seeing as how
these claws are adamantium,
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00:05:32,398 --> 00:05:34,195
the strongest metal known,
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and can slice through vanadium steel
like a hot knife through butter, buddy,
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00:05:38,771 --> 00:05:42,172
you got to ask yourself,
"Do I feel lucky?"
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00:05:43,409 --> 00:05:44,433
(SCREAMS)
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00:05:44,510 --> 00:05:48,810
Now where are the other X-Men?
And you better have an answer.
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00:05:49,282 --> 00:05:50,306
(GROANS)
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We appear to be at
the mercy of our hosts.
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00:05:54,187 --> 00:05:58,021
Your power and beauty
are awe-inspiring.
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Look at him,
sniffing after her like a mongrel dog!
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Don't worry, my love.
I can control him, too.
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00:06:09,736 --> 00:06:13,297
SHAW: Why don't you freshen up
in here, while I order dinner?
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00:06:16,042 --> 00:06:21,480
You say she loves you, Wyngarde.
Is that real, or just another illusion?
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00:06:21,514 --> 00:06:22,538
(SIGHS)
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00:06:23,182 --> 00:06:24,706
Jealous, Shaw?
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00:06:25,017 --> 00:06:26,109
(LAUGHS MOCKINGLY)
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00:06:26,185 --> 00:06:29,154
Of you and your cheap tricks? Never!
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Would you two geniuses
think for a second?
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00:06:31,991 --> 00:06:35,222
We can't deceive
and control the Phoenix forever.
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00:06:35,294 --> 00:06:39,697
Some day she'll discover the truth,
and turn against the Inner Circle.
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00:06:39,732 --> 00:06:42,030
You worry too much, Ms. Frost.
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00:06:42,068 --> 00:06:45,595
You saw how easily
she became one of us.
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Something inside her hungers
for new sensations, yearns to feel.
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00:06:52,178 --> 00:06:56,945
I've introduced her to dark emotions
she had never dreamed of!
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She wants more!
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00:06:59,819 --> 00:07:03,084
And you're sure
we can control that power?
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00:07:03,156 --> 00:07:06,421
-l can.
We'll see.
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00:07:06,726 --> 00:07:09,854
-Bring her back in.
-Order dinner.
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00:07:15,668 --> 00:07:18,865
Where's my Chateau Calamari '597?
97
00:07:19,105 --> 00:07:20,129
(DUMBWAITER DINGS)
98
00:07:20,239 --> 00:07:21,570
Finally!
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00:07:29,382 --> 00:07:30,815
Lousy year.
100
00:07:38,057 --> 00:07:39,319
Turkey!
101
00:07:40,827 --> 00:07:43,193
Where do these guys
do their shopping?
102
00:07:43,229 --> 00:07:46,562
Don't move, mutant, or I'll blast!
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00:07:47,300 --> 00:07:48,324
(MERCENARY SCREAMS)
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00:07:52,805 --> 00:07:55,501
Now to find the fat slob
who dunked me!
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00:07:56,242 --> 00:07:57,266
Uh-oh!
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00:08:01,447 --> 00:08:04,041
Here! Go play pick-up sticks!
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00:08:05,017 --> 00:08:06,041
(ALL GRUNT)
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-To our new queen!
-ALL: Our new queen!
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CYCLOPS: Jean. Jean.
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Thank you.
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Wyngarde! Quickly! Engage her mind!
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CYCLOPS: Jean. Jean.
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Can this dark place be your mind?
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00:08:55,735 --> 00:08:59,603
I thought it was time we ended
our little game, Mr. Summers.
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A duel! No quarter asked, none given!
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00:09:04,911 --> 00:09:07,903
My eyes!
What happened to my power?
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00:09:07,947 --> 00:09:08,971
(LAUGHS MOCKINGLY)
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00:09:09,048 --> 00:09:12,643
Your mutant powers won't work here.
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00:09:12,685 --> 00:09:14,949
You're in my world now.
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A mental arena of my creating.
Inside Jean's mind.
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00:09:21,694 --> 00:09:23,787
Jean, talk to me!
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00:09:24,664 --> 00:09:26,291
What is this?
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My world, my rules,
my choice of weapons.
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Peasant!
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You can't fight a whole world,
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you pathetic little ex-X-Man.
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(CYCLOPS SCREAMS)
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00:10:02,435 --> 00:10:04,926
(WYNGARDE LAUGHS)
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00:10:07,406 --> 00:10:11,570
Don't go so soon. It's very rude.
130
00:10:18,884 --> 00:10:21,444
Stop your illusions
and fight like a man!
131
00:10:21,487 --> 00:10:25,048
It's not me that's doing it,
you blind fool!
132
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Jean's own mind is helping me
to destroy you.
133
00:10:28,961 --> 00:10:30,929
No, I don't believe it!
134
00:10:36,535 --> 00:10:38,332
You did this to her!
135
00:10:41,307 --> 00:10:42,672
Wyngarde!
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00:10:44,343 --> 00:10:48,370
-Jean, I've come to free you!
-I've already been freed.
137
00:10:48,447 --> 00:10:51,575
Set free from the constraints
of sympathy and morality
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that bind ordinary human beings.
139
00:10:54,553 --> 00:10:58,580
The Phoenix force inside me
aches for sensation.
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00:10:58,658 --> 00:11:01,627
Jason Wyngarde
has shown us the way.
141
00:11:01,694 --> 00:11:04,288
Can't you see it all around you?
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There's only darkness.
143
00:11:06,632 --> 00:11:10,466
This is not your mind!
Wyngarde is deceiving you!
144
00:11:10,536 --> 00:11:12,663
(PHOENIX LAUGHS)
145
00:11:12,738 --> 00:11:16,469
The dark joy of destruction!
146
00:11:16,542 --> 00:11:20,000
The end of Scott Summers!
147
00:11:25,084 --> 00:11:26,108
(CYCLOPS GRUNTS)
148
00:11:31,757 --> 00:11:32,917
What?
149
00:11:37,963 --> 00:11:40,557
-No!
-BEAST: My friend, what's wrong?
150
00:11:40,633 --> 00:11:41,827
ROGUE: Scott!
151
00:11:42,902 --> 00:11:44,460
Is he alive?
152
00:11:44,503 --> 00:11:48,337
When the mind is destroyed,
the body cannot live.
153
00:11:48,407 --> 00:11:51,535
As my loving new bride
has helped to demonstrate.
154
00:11:51,610 --> 00:11:53,669
Yes, my queen.
155
00:11:54,113 --> 00:11:57,514
You are everything
I had hoped you to be.
156
00:11:58,551 --> 00:12:00,917
(CYCLOPS GROANING)
157
00:12:04,523 --> 00:12:06,718
Cyclops lives!
158
00:12:07,927 --> 00:12:09,417
How could he have survived the shock
159
00:12:09,495 --> 00:12:11,759
of the destruction
of his psychic image?
160
00:12:11,797 --> 00:12:13,287
I must know!
161
00:12:15,401 --> 00:12:19,132
He's still psychically connected
to Jean Grey!
162
00:12:19,739 --> 00:12:22,037
That's why he lives!
163
00:12:22,108 --> 00:12:27,774
So, Wyngarde, your powers over
our guest are less than absolute.
164
00:12:27,813 --> 00:12:32,011
They are sufficient.
Test them, if you doubt me.
165
00:12:32,051 --> 00:12:37,648
Agreed. I offer you the pleasure
of annihilating this useless X-Man.
166
00:12:37,690 --> 00:12:39,658
Do not do it!
167
00:12:39,692 --> 00:12:43,253
-l don't want...
-For me...
168
00:12:43,295 --> 00:12:46,128
Correction. For the Inner Circle.
169
00:12:46,198 --> 00:12:49,065
For new sensations, my love.
170
00:12:49,502 --> 00:12:54,098
PHOENIX: For this new sensation,
the rapture of destruction,
171
00:12:54,140 --> 00:12:59,635
for the pleasure of the Phoenix!
The unbound joy of evil!
172
00:13:00,846 --> 00:13:03,781
Leland! You unmitigated fool!
173
00:13:03,849 --> 00:13:06,613
You swore to me
that Wolverine had drowned.
174
00:13:06,685 --> 00:13:08,380
Here's Johnny!
175
00:13:08,454 --> 00:13:10,581
WYNGARDE: Stop him! Now!
176
00:13:11,924 --> 00:13:14,415
(WOLVERINE SCREAMING)
177
00:13:15,494 --> 00:13:16,518
(GRUNTS)
178
00:13:17,496 --> 00:13:19,225
Get up, Wolverine!
179
00:13:21,934 --> 00:13:24,129
WYNGARDE: You see, Sebastian.
180
00:13:24,170 --> 00:13:29,267
Our new queen is more powerful than
the rest of the Inner Circle combined!
181
00:13:29,341 --> 00:13:31,809
And I control her.
182
00:13:31,844 --> 00:13:37,612
Will you yield your place as chairman
or do I have to take it?
183
00:13:37,950 --> 00:13:39,611
Don't make me laugh.
184
00:13:39,652 --> 00:13:41,677
The Inner Circle will never
follow a mutant
185
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whose only power is circus trickery!
Leland!
186
00:13:45,291 --> 00:13:48,852
You've called me a fool once too often.
187
00:13:50,663 --> 00:13:51,721
Pierce?
188
00:13:51,797 --> 00:13:55,927
What Wyngarde says
about our new gqueen's power is true.
189
00:14:01,106 --> 00:14:03,973
Will you turn against me, too, Emma?
190
00:14:04,043 --> 00:14:08,707
You wanted a new queen.
Now you have her.
191
00:14:10,850 --> 00:14:13,819
You think you people
can get away with this?
192
00:14:13,886 --> 00:14:16,377
I'll destroy you all!
193
00:14:24,330 --> 00:14:27,424
JEAN: Wolverine, you're supposed
to be resting.
194
00:14:27,499 --> 00:14:29,797
Even you can't heal this fast?
195
00:14:30,603 --> 00:14:32,400
Don't bet on it, Redd.
196
00:14:32,438 --> 00:14:34,235
Sabretooth nearly killed you.
197
00:14:34,306 --> 00:14:36,433
Someday I'll learn
not to let my guard down.
198
00:14:36,508 --> 00:14:37,532
(GROANS)
199
00:14:37,576 --> 00:14:38,804
Oh, no!
200
00:14:40,412 --> 00:14:44,746
-Jean?
-I've got to go.
201
00:14:45,784 --> 00:14:47,513
Cyclops is waiting for me.
202
00:14:47,586 --> 00:14:48,883
Soam .
203
00:14:50,189 --> 00:14:51,417
Oh, no!
204
00:14:52,191 --> 00:14:53,419
Logan!
205
00:14:55,661 --> 00:14:57,424
What have I done?
206
00:14:57,463 --> 00:14:59,988
What have I let
the Phoenix do to Scott?
207
00:15:00,032 --> 00:15:04,366
My queen,
I have a more important job for you.
208
00:15:04,904 --> 00:15:07,930
Destroy Sebastian Shaw!
209
00:15:08,140 --> 00:15:09,869
Now wait a minute!
210
00:15:10,342 --> 00:15:12,708
(PHOENIX LAUGHS MANIACALLY)
211
00:15:13,312 --> 00:15:16,372
Wyngarde, you've lost
your hold over her!
212
00:15:16,448 --> 00:15:17,779
No, I couldn't have!
213
00:15:17,850 --> 00:15:21,877
No one can control
the power of the Phoenix.
214
00:15:21,921 --> 00:15:24,116
(CYCLOPS GROANING)
215
00:15:24,757 --> 00:15:26,782
Jean, it's you.
216
00:15:27,726 --> 00:15:29,887
Talk to me! Help me!
217
00:15:31,964 --> 00:15:37,163
PHOENIX: I tire of your squabbling.
Amuse yourselves.
218
00:15:43,842 --> 00:15:45,742
(LELAND SCREAMING)
219
00:15:47,913 --> 00:15:51,872
I need no help from a woman
to destroy the X-Men.
220
00:15:51,951 --> 00:15:57,082
I can absorb all their powers.
Go ahead. Try it.
221
00:15:57,790 --> 00:15:58,814
(SHAW SCREAMS)
222
00:16:01,593 --> 00:16:04,653
Thanks, mon ami.
Leave the others to Gambit.
223
00:16:04,697 --> 00:16:06,688
I'll hang on to this one.
224
00:16:06,832 --> 00:16:07,856
(GAMBIT GRUNTS)
225
00:16:11,971 --> 00:16:13,529
She play rough!
226
00:16:13,872 --> 00:16:15,931
(ROGUE GRUNTING)
227
00:16:18,944 --> 00:16:20,741
You're half bronco!
228
00:16:23,015 --> 00:16:24,380
Stop them!
229
00:16:26,018 --> 00:16:27,485
What in the world?
230
00:16:27,519 --> 00:16:28,543
(ROGUE GRUNTS)
231
00:16:30,389 --> 00:16:34,223
I'll get my queen. I can still control her.
232
00:16:49,908 --> 00:16:54,777
Winds, rise and sweep
the thorns from our path!
233
00:16:57,016 --> 00:16:58,950
(MERCENARIES SCREAMING)
234
00:17:01,520 --> 00:17:04,455
People, mop up in here.
I have to find Jean.
235
00:17:06,692 --> 00:17:11,129
Forgive me, Mr. Shaw,
for dropping in uninvited.
236
00:17:11,196 --> 00:17:14,495
There's the fat pig
who dumped me in the sewer.
237
00:17:14,566 --> 00:17:18,229
-Let's dance.
-Keep away! Uh-oh!
238
00:17:21,807 --> 00:17:23,331
SHAW: Stop it!
239
00:17:23,409 --> 00:17:26,469
You cannot absorb
what is not focused upon you.
240
00:17:26,512 --> 00:17:28,912
Clever, but ineffective.
241
00:17:28,947 --> 00:17:32,713
My mutant power absorbs
the energy you use against me.
242
00:17:36,455 --> 00:17:39,686
The Inner Circle is
not so easily defeated!
243
00:17:39,725 --> 00:17:43,593
Ice, snow, vent your fury!
244
00:17:43,796 --> 00:17:47,232
(STUTTERING) You can't do this to me!
245
00:17:50,202 --> 00:17:51,692
(PEOPLE CLAMORING)
246
00:17:51,737 --> 00:17:53,500
FROST: Get out of my way!
247
00:17:59,912 --> 00:18:03,075
Jean? Jean, where are you?
248
00:18:05,384 --> 00:18:09,343
Lowlifes, pretenders! I'll show you!
249
00:18:10,155 --> 00:18:11,179
(STORM GRUNTS)
250
00:18:14,593 --> 00:18:17,858
No one can defeat Sebastian Shaw.
251
00:18:22,101 --> 00:18:25,593
You couldn't manage a heat wave,
by any chance?
252
00:18:37,249 --> 00:18:39,274
Thanks for the hand, sugar!
253
00:18:39,318 --> 00:18:43,049
I bet these cybernetic things cost
an arm and a leg.
254
00:18:49,061 --> 00:18:50,494
This way!
255
00:18:50,529 --> 00:18:53,157
We've lost because of
Wyngarde's incompetence!
256
00:18:53,198 --> 00:18:58,795
But the Inner Circle lives.
We will get our revenge.
257
00:19:05,010 --> 00:19:09,174
GAMBIT: Look like the hotshot
Inner Circle high-tailed it out of here.
258
00:19:09,214 --> 00:19:11,478
But where's Jean and Cyclops?
259
00:19:16,421 --> 00:19:19,686
My dearest, you have succumbed
to your nightmare again, my darling.
260
00:19:19,758 --> 00:19:20,782
But fear not.
261
00:19:20,826 --> 00:19:24,262
I have come to rescue you,
to take you back to your real life.
262
00:19:24,296 --> 00:19:26,821
To our life together.
263
00:19:28,066 --> 00:19:33,231
Your pathetic attempt to use me
has opened my eyes!
264
00:19:34,006 --> 00:19:37,840
No! Please! I cared for you! I...
265
00:19:39,945 --> 00:19:43,711
You had me do evil to gain you power.
266
00:19:43,749 --> 00:19:47,344
But through this body,
I felt the thrill of that evil.
267
00:19:47,419 --> 00:19:50,718
Now I thirst for more!
268
00:19:51,757 --> 00:19:53,281
(CHOKING)
269
00:19:53,692 --> 00:19:57,287
I am too powerful for your illusions.
270
00:19:58,163 --> 00:20:02,793
Let the world see
how truly ugly you are.
271
00:20:03,769 --> 00:20:08,638
Would you like to see me as I truly am,
272
00:20:09,174 --> 00:20:11,404
my love?
273
00:20:20,052 --> 00:20:22,145
Jean? Jean?
274
00:20:23,555 --> 00:20:27,582
The mortal Jean Grey is ho more.
275
00:20:27,626 --> 00:20:31,221
I am fire made flesh!
276
00:20:31,263 --> 00:20:33,663
Power incarnate!
277
00:20:33,699 --> 00:20:38,033
I am the Dark Phoenix!
278
00:20:38,503 --> 00:20:41,131
Jean? No!
20827
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