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NARRATOR:
Previously onX-Men...
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00:00:03,250 --> 00:00:05,750
Your destiny is
at its end, X-Men.
3
00:00:05,750 --> 00:00:10,875
The Dark Phoenix has
come to destroy you all!
4
00:00:11,583 --> 00:00:15,583
That thing, whatever it is,
just destroyed an entire
star system.
5
00:00:16,250 --> 00:00:19,583
We must
destroy that creature
before it feeds again.
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00:00:19,583 --> 00:00:23,333
LILANDRA:
Gladiator, assemble the
Imperial Guard immediately
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00:00:23,333 --> 00:00:25,458
and make ready the
Imperial Star Cruiser!
8
00:00:25,458 --> 00:00:27,291
What has happened,
my Empress?
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00:00:27,291 --> 00:00:29,416
Our worst nightmare.
10
00:00:29,416 --> 00:00:32,208
I won't allow you
to enter my...
11
00:00:32,208 --> 00:00:33,500
(JEAN SCREAMING)
12
00:00:34,333 --> 00:00:38,583
Jean. Help me.
Help me. Help me.
13
00:00:38,583 --> 00:00:43,125
This can't be! No!
14
00:00:43,125 --> 00:00:45,833
The Phoenix is contained,
for now.
15
00:00:46,000 --> 00:00:48,125
Lilandra!
16
00:00:48,125 --> 00:00:51,583
It is the decision
of the High Council
of the Shi'ar Empire,
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00:00:51,583 --> 00:00:55,208
that the being known both
as the Phoenix and as
Jean Grey,
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00:00:55,208 --> 00:00:57,125
must be destroyed!
19
00:00:58,250 --> 00:00:59,250
(THEME MUSIC PLAYING)
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00:01:58,708 --> 00:02:00,333
Capture Jean Grey!
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00:02:00,333 --> 00:02:02,125
Don't let them through!
22
00:02:02,125 --> 00:02:03,750
You got that right!
23
00:02:03,750 --> 00:02:05,458
LILANDRA:
Do not resist, X-Men!
24
00:02:09,583 --> 00:02:10,708
No!
25
00:02:10,708 --> 00:02:12,208
(SPEAKING ALIEN LANGUAGE)
26
00:02:13,000 --> 00:02:15,166
(LILANDRA
SPEAKING ALIEN LANGUAGE)
27
00:02:15,166 --> 00:02:17,583
They stopped! Why?
28
00:02:17,583 --> 00:02:20,375
Maybe they want to
live a little longer.
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00:02:20,375 --> 00:02:22,583
I have probed
Lilandra's mind.
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00:02:22,583 --> 00:02:24,583
The Shi'ar
have an ancient law,
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00:02:24,583 --> 00:02:28,958
the challenge
to a duel of honor
which cannot be refused.
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00:02:28,958 --> 00:02:31,583
I have made the challenge
in our names.
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00:02:31,583 --> 00:02:34,000
In all of our names?
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00:02:34,000 --> 00:02:37,583
It is the only way
to save Jean's life.
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00:02:37,583 --> 00:02:39,875
So let's get to it.
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00:02:39,875 --> 00:02:40,958
(SPEAKING ALIEN LANGUAGE)
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00:02:53,875 --> 00:02:56,333
What happened?
38
00:02:56,333 --> 00:03:00,750
I believe that the technology
involves molecular dispersal
and reconstitution.
39
00:03:00,750 --> 00:03:03,083
In the vernacular,
we were moved.
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00:03:03,083 --> 00:03:07,125
CYCLOPS: Lilandra, the
X-Men were your friends,
why have you kidnapped us?
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00:03:07,125 --> 00:03:12,333
You are my friends.
I owe you my life
and my throne.
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00:03:12,333 --> 00:03:15,208
CYCLOPS:
Then why not trust
us to deal with Jean?
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00:03:15,208 --> 00:03:17,958
LILANDRA:
The Phoenix
is too powerful.
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00:03:17,958 --> 00:03:22,416
Once, she existed
only to serve our
empire.
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00:03:22,416 --> 00:03:26,958
Now she lives only to
experience new sensations.
46
00:03:26,958 --> 00:03:30,333
The planets were,
fortunately, uninhabited.
47
00:03:30,333 --> 00:03:35,875
But what of next time?
Soon single stars will
not satiate her.
48
00:03:35,875 --> 00:03:38,375
She will consume galaxies.
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00:03:38,375 --> 00:03:43,583
Like the
crystal that spawned her,
she can destroy all that is!
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00:03:43,583 --> 00:03:45,833
I have no choice.
51
00:03:46,416 --> 00:03:49,375
But Professor Xavier
has cured her!
52
00:03:49,375 --> 00:03:53,875
Scott, the Phoenix
may be under control,
but she is still within me.
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00:03:53,875 --> 00:03:58,291
To kill
an innocent creature to
get at another is barbarous!
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00:03:58,291 --> 00:04:03,958
Lilandra,
I have invoked the
challenge of "Arin'nn Haelar!"
55
00:04:03,958 --> 00:04:05,750
You cannot refuse it!
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00:04:05,750 --> 00:04:08,958
Take no solace
in your cleverness.
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00:04:08,958 --> 00:04:12,458
You have only compounded
the tragedy.
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00:04:12,458 --> 00:04:15,708
The Shi'ar empire
does not act alone,
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00:04:16,333 --> 00:04:19,500
Phoenix is a creature
of such immense power,
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00:04:19,500 --> 00:04:21,875
that
she threatens
stellar empires
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00:04:21,875 --> 00:04:25,208
that were ancient
before your sun
had planets.
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00:04:25,708 --> 00:04:28,750
I must consult them.
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00:04:28,750 --> 00:04:32,166
Earthers
are a stubborn
breed, but honorable.
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00:04:32,166 --> 00:04:34,416
The Kree do not
object to this duel!
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00:04:34,416 --> 00:04:38,125
Nor do I,
Empress of the Skrulls,
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00:04:38,125 --> 00:04:43,125
provided the X-Men
are not permitted
to win!
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00:04:43,125 --> 00:04:46,166
You'll have your duel,
Charles Xavier.
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00:04:46,166 --> 00:04:50,625
Though I fear
you will live to regret
what you have done this day.
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00:04:53,458 --> 00:04:56,833
Beast, there is a question
I must ask of you.
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00:04:56,833 --> 00:04:59,333
You wonder
if we are on
the right side.
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00:04:59,333 --> 00:05:02,458
She is someone I love,
as I would love a sister.
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00:05:02,458 --> 00:05:06,458
Of course,
but there is far
more at stake here, Ororo.
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00:05:06,458 --> 00:05:10,291
Jean has
committed no crime,
has injured no one.
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00:05:10,291 --> 00:05:12,958
Yet, we are asked
to allow her to
be destroyed
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00:05:12,958 --> 00:05:15,250
to prevent the possible
future crimes of another.
76
00:05:15,250 --> 00:05:18,458
But she has given
Jean a trial by combat.
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00:05:18,458 --> 00:05:22,875
Such a trial is no
contest of reason,
it is a war.
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00:05:22,875 --> 00:05:26,458
Such a position
mocks justice.
Lilandra is wrong.
79
00:05:26,458 --> 00:05:28,875
WOLVERINE: You're
getting slow, gumbo!
80
00:05:30,458 --> 00:05:32,000
GAMBIT: Gambit will be ready.
81
00:05:33,833 --> 00:05:35,583
Could Lilandra be right?
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00:05:35,583 --> 00:05:37,583
Is Phoenix too
dangerous to exist?
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00:05:37,583 --> 00:05:38,875
Maybe,
84
00:05:40,166 --> 00:05:45,708
but if push comes to shove
I stand by Jean all the way.
85
00:05:46,458 --> 00:05:51,708
XAVIER, TELEPATHICALLY:
Lilandra, let our minds
join as one.
86
00:05:54,458 --> 00:05:58,875
We must not
let these events
wither our love, Lilandra.
87
00:05:58,875 --> 00:06:02,458
LILANDRA:
I wish only to
cherish you, Charles.
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00:06:02,458 --> 00:06:07,416
Then help me.
Join with me to
contain the Phoenix.
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00:06:08,708 --> 00:06:11,000
That was unworthy of you.
90
00:06:11,000 --> 00:06:14,875
Lilandra,
you do not understand...
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00:06:14,875 --> 00:06:18,458
I am Empress of
the Shi'ar Empire.
92
00:06:18,458 --> 00:06:21,958
My duty, before
the longings of
my heart,
93
00:06:21,958 --> 00:06:25,458
is to
protect those
in my dominion!
94
00:06:25,458 --> 00:06:30,500
Please, Lilandra,
it doesn't have
to be... No!
95
00:06:39,375 --> 00:06:42,708
I can't
help thinking, Rogue,
what if Lilandra's right?
96
00:06:42,708 --> 00:06:46,500
If the psychic
circuit breakers Xavier
placed in Jean's mind fail,
97
00:06:46,500 --> 00:06:50,416
a universe full of innocent
life would be at the
Phoenix's mercy.
98
00:06:50,416 --> 00:06:53,166
I know
how much you love Jean.
99
00:06:53,166 --> 00:06:58,000
It's the kind of love I've
always wanted in my life,
but never had.
100
00:06:58,000 --> 00:07:00,333
This must be
tearing you apart.
101
00:07:00,333 --> 00:07:02,583
I know
what you're
asking yourself.
102
00:07:02,583 --> 00:07:06,583
If I were
in Lilandra's place,
would I act any differently?
103
00:07:06,583 --> 00:07:09,208
I'd like to think, I would.
104
00:07:09,208 --> 00:07:11,458
No matter what the cost?
105
00:07:11,458 --> 00:07:14,125
You're wearing
your old X-Men
uniform.
106
00:07:14,125 --> 00:07:18,000
It is how you first
knew me. It felt right.
107
00:07:19,291 --> 00:07:21,000
My daddy always said,
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00:07:21,000 --> 00:07:23,583
"Two's company,
and three's an
eavesdropper."
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00:07:24,583 --> 00:07:26,000
Jean...
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00:07:27,000 --> 00:07:30,583
I destroyed
a solar system
and reveled in it.
111
00:07:30,583 --> 00:07:32,625
Phoenix did! Not you.
112
00:07:32,625 --> 00:07:35,958
What if she breaks free?
What if...
113
00:07:35,958 --> 00:07:40,208
What if the next
world we ravage
is Earth?
114
00:07:40,208 --> 00:07:43,333
Jean, you're not evil.
You can win.
115
00:07:43,333 --> 00:07:45,083
We can stop Phoenix!
116
00:07:45,083 --> 00:07:48,833
No, Scott,
before you say any more,
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00:07:50,625 --> 00:07:55,291
see my fears
and then give
me your answer.
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00:07:55,291 --> 00:07:58,708
I can imagine
losing control again.
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00:07:58,708 --> 00:08:02,291
Only this time, my victims
would be my friends.
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00:08:13,458 --> 00:08:15,875
And the world
that I call home.
121
00:08:17,583 --> 00:08:20,291
Am I worth the risk?
122
00:08:20,291 --> 00:08:22,875
You're worth
everything there is.
123
00:08:23,625 --> 00:08:27,208
I love you, too, Scott.
With all my heart.
124
00:08:29,583 --> 00:08:32,583
The X-Men
will battle
the Imperial Guard
125
00:08:32,583 --> 00:08:35,750
in the uncharted blue
area of Earth's moon.
126
00:08:35,750 --> 00:08:40,500
If the X-Men win,
those who survive
will be set free.
127
00:08:40,500 --> 00:08:43,125
If my
Imperial Guard wins,
128
00:08:43,125 --> 00:08:48,583
Phoenix, Jean Grey,
is ours to do with
as we will.
129
00:08:50,250 --> 00:08:52,458
Technician,
beam them down.
130
00:08:57,083 --> 00:09:00,458
The X-Men face hopeless odds,
Your Majestrix.
131
00:09:00,458 --> 00:09:04,375
But they're exceptional
beings. Suppose they win?
132
00:09:04,375 --> 00:09:09,625
They will not win, Araki.
They cannot win.
133
00:09:14,708 --> 00:09:17,750
Looks like some
spooky Mardi Gras.
134
00:09:17,750 --> 00:09:19,375
Fascinating!
135
00:09:19,375 --> 00:09:22,625
These ruins mean the
moon was once inhabited!
136
00:09:22,625 --> 00:09:26,500
I can fly and we
can all breathe.
137
00:09:26,500 --> 00:09:30,625
Wait! I'm picking up
multiple telepathic
impressions.
138
00:09:30,625 --> 00:09:32,208
Over there.
139
00:09:37,583 --> 00:09:39,625
Looks like
it's show time.
140
00:09:39,625 --> 00:09:41,583
Remember the plan,
141
00:09:41,583 --> 00:09:43,833
we split up into teams
and start hitting and
running
142
00:09:43,833 --> 00:09:45,583
until we whittle them down!
143
00:09:45,583 --> 00:09:48,583
STARBOLT: You can
neither hide nor
escape from us!
144
00:09:48,583 --> 00:09:50,708
Guess again, hot shot!
145
00:09:59,375 --> 00:10:00,583
(SCREAMS)
146
00:10:05,375 --> 00:10:06,875
GAMBIT: The party's
started without us!
147
00:10:07,333 --> 00:10:13,250
Oh, dear, we have met
the enemy, and he is big.
148
00:10:13,250 --> 00:10:16,708
We offer you the choice
of honorable surrender.
149
00:10:16,708 --> 00:10:19,250
Stuff your offer, tin man!
150
00:10:20,500 --> 00:10:22,750
Where'd you come from?
151
00:10:25,458 --> 00:10:26,708
Gambit!
152
00:10:28,750 --> 00:10:31,250
Gambit is much obliged,
my brave belle.
153
00:10:31,250 --> 00:10:33,375
I look forward to
making it up to you.
154
00:10:33,583 --> 00:10:35,708
EARTHQUAKE: Nice try!
155
00:10:35,708 --> 00:10:41,291
But you can't
fight a man who controls
the ground under your feet.
156
00:10:42,166 --> 00:10:47,333
Controlling
the dirt is nothing to one
who commands wind and rain!
157
00:10:48,333 --> 00:10:49,333
(SCREAMS)
158
00:10:56,000 --> 00:10:59,333
First round to the
Imperial Guard,
Hussar.
159
00:10:59,333 --> 00:11:00,583
A good omen!
160
00:11:00,583 --> 00:11:02,500
You have angered Starbolt!
161
00:11:02,500 --> 00:11:05,458
My rage is feared
throughout the empire!
162
00:11:09,458 --> 00:11:11,708
Honey,
you're giving
me goose bumps!
163
00:11:16,625 --> 00:11:19,208
If you want me,
you got to catch me first.
164
00:11:19,208 --> 00:11:22,708
You're fast as a swamp bug
on a hot skillet!
165
00:11:22,708 --> 00:11:24,958
Let's see if
you're as nimble!
166
00:11:29,625 --> 00:11:30,958
Guess not.
167
00:11:31,750 --> 00:11:35,625
Organics are too
slow to fight Warstar.
168
00:11:36,166 --> 00:11:38,750
Your
elimination
is inevitable.
169
00:11:46,291 --> 00:11:48,875
Initiate repair sequence.
170
00:11:49,625 --> 00:11:51,000
Take your time.
171
00:11:51,000 --> 00:11:53,166
Arrogant fool!
172
00:11:53,166 --> 00:11:57,250
To fight the Imperial Guard
is to face the wrath of
Gladiator!
173
00:11:58,125 --> 00:11:59,416
WOLVERINE:
I get the message.
174
00:12:07,208 --> 00:12:12,416
Your loyalty to this Jean
creature speaks well for
your species, human.
175
00:12:16,416 --> 00:12:17,458
Jean.
176
00:12:23,000 --> 00:12:25,583
Oracle,
you're making
this too easy.
177
00:12:35,000 --> 00:12:36,875
GLADIATOR: We have
fought before, Rogue.
178
00:12:36,875 --> 00:12:39,458
You know you
cannot match
my power.
179
00:12:39,458 --> 00:12:42,458
Come on,
give a gal
a little credit.
180
00:12:49,333 --> 00:12:50,333
(GRUNTS)
181
00:13:15,958 --> 00:13:20,958
My X-Men!
I never dreamed it
would end like this!
182
00:13:20,958 --> 00:13:24,250
Why do you not go
to him, Majestrix?
183
00:13:24,250 --> 00:13:27,708
The part
of me that is woman
wants to comfort him
184
00:13:27,708 --> 00:13:30,333
with every breath
that I take.
185
00:13:30,333 --> 00:13:35,291
But an Empress must be
made of steel, even at
the cost of her heart.
186
00:13:40,750 --> 00:13:44,375
Scott, I've lost
telepathic contact
with the other X-Men!
187
00:13:44,375 --> 00:13:47,625
I think
we're the only
ones left. In here!
188
00:13:48,083 --> 00:13:50,458
SCOTT: It's too shallow.
They'll spot us.
189
00:13:50,458 --> 00:13:54,875
Leave that to me.
We're safe, for now.
190
00:13:54,875 --> 00:13:56,625
Jean,
we don't have much time.
191
00:13:57,416 --> 00:14:00,583
There's so much I feel,
so much we haven't done,
192
00:14:01,416 --> 00:14:03,208
so much I want
to say to you!
193
00:14:03,208 --> 00:14:06,958
Where I'm concerned,
it's the thoughts
that count.
194
00:14:06,958 --> 00:14:10,291
And yours, like you,
are beautiful.
195
00:14:17,166 --> 00:14:18,458
Ready?
196
00:14:33,500 --> 00:14:34,583
(GRUNTS)
197
00:14:34,583 --> 00:14:35,958
Scott!
198
00:14:41,083 --> 00:14:42,875
I let you down.
199
00:14:51,375 --> 00:14:54,875
Majestrix! Sensors are
registering off the scales!
200
00:14:54,875 --> 00:14:56,958
Go to plan Omega! Now!
201
00:15:01,166 --> 00:15:04,583
Araki, get the weapons
online and fire at will!
202
00:15:04,583 --> 00:15:06,583
The Phoenix
must be destroyed!
203
00:15:07,500 --> 00:15:09,000
Lilandra was right.
204
00:15:09,000 --> 00:15:12,416
I know it now.
I must stop Phoenix!
205
00:15:12,416 --> 00:15:15,583
Hear me, X-Men!
You must revive!
206
00:15:15,583 --> 00:15:17,458
Phoenix must be stopped!
207
00:15:17,458 --> 00:15:19,166
This has gone too far!
208
00:15:19,166 --> 00:15:22,125
You must strike
while you still can!
209
00:15:22,125 --> 00:15:25,250
PHOENIX: The great Gladiator!
210
00:15:25,250 --> 00:15:29,583
How I have missed
the pleasure of
thrashing you!
211
00:15:29,583 --> 00:15:35,000
Scott, destroy
Phoenix now, before
she fully re-energizes!
212
00:15:35,000 --> 00:15:37,833
Professor,
there must be
some other way!
213
00:15:37,833 --> 00:15:39,583
There is not!
214
00:15:51,708 --> 00:15:53,083
(SCREAMS)
215
00:15:55,875 --> 00:15:59,125
I can't do it, Jeannie...
216
00:15:59,625 --> 00:16:01,166
How touching!
217
00:16:01,708 --> 00:16:02,750
(GRUNTS)
218
00:16:04,166 --> 00:16:06,208
Rogue! Now!
219
00:16:08,125 --> 00:16:09,625
Beast, now!
220
00:16:12,000 --> 00:16:13,625
Forgive me, Jean!
221
00:16:19,291 --> 00:16:21,000
It's done.
222
00:16:23,583 --> 00:16:24,625
JEAN: Scott.
223
00:16:25,583 --> 00:16:27,458
Scott, help me.
224
00:16:28,708 --> 00:16:33,375
The Phoenix is
growing within me.
I can't control her.
225
00:16:33,375 --> 00:16:35,250
Stop us, now!
226
00:16:35,625 --> 00:16:39,625
Jean! Fight it!
Use the powers
of your mind!
227
00:16:39,625 --> 00:16:42,958
I can't fight it!
Not every second
of every day.
228
00:16:42,958 --> 00:16:45,166
Never slipping,
not even for an instant.
229
00:16:45,166 --> 00:16:47,708
Scott, please. Do it!
230
00:16:47,708 --> 00:16:49,708
I can't!
231
00:16:58,708 --> 00:17:01,125
The weapons
just came online.
232
00:17:01,125 --> 00:17:02,500
But how?
233
00:17:02,500 --> 00:17:04,500
It's Jean!
234
00:17:05,000 --> 00:17:08,958
Jean,
come back!
Come back!
235
00:17:13,208 --> 00:17:14,708
I love you, Scott.
236
00:17:20,333 --> 00:17:21,750
Jean!
237
00:17:21,750 --> 00:17:24,416
Part of me will
always be with you!
238
00:17:28,375 --> 00:17:29,708
She's gone!
239
00:17:30,750 --> 00:17:32,708
You've won!
240
00:17:44,458 --> 00:17:49,291
You've got your
justice, Lilandra.
The universe is safe!
241
00:17:49,291 --> 00:17:51,875
I take
no pleasure in
this, Scott Summers.
242
00:17:51,875 --> 00:17:55,083
Don't. Not a word.
243
00:17:57,958 --> 00:18:01,500
I am the entity
known to you as
Phoenix.
244
00:18:01,500 --> 00:18:05,250
To save all that exists,
I became one with Jean Grey.
245
00:18:05,250 --> 00:18:07,291
We preserved the crystal.
246
00:18:07,291 --> 00:18:10,583
But
I discovered an element
to humans called emotion.
247
00:18:10,583 --> 00:18:12,625
I lost my way.
248
00:18:12,625 --> 00:18:16,458
Now that the
fire within Jean Grey
has been extinguished,
249
00:18:16,458 --> 00:18:21,750
I am as I was,
guardian of creation.
250
00:18:21,750 --> 00:18:23,750
And what about Jean?
251
00:18:23,750 --> 00:18:26,500
Or are the
dreams of a mortal
beneath your notice?
252
00:18:26,500 --> 00:18:29,833
The radiance
within her is no more.
253
00:18:29,833 --> 00:18:33,958
It can be rekindled only by
taking the flame from another.
254
00:18:33,958 --> 00:18:35,750
Then take mine.
255
00:18:35,750 --> 00:18:38,000
Sorry, bub,
you're out
of line.
256
00:18:38,000 --> 00:18:39,458
I'm your man.
257
00:18:39,458 --> 00:18:41,750
Don't even think about it.
258
00:18:41,750 --> 00:18:43,750
I ain't giving
you a choice!
259
00:18:43,750 --> 00:18:47,208
The gift
need not come
from a single entity.
260
00:18:47,208 --> 00:18:51,625
A smaller
portion from many
is possible. Be warned!
261
00:18:51,625 --> 00:18:55,583
Your own flames
would be diminished
by the amount sundered.
262
00:18:55,583 --> 00:18:59,083
We understand
and we accept.
263
00:19:16,375 --> 00:19:17,458
(SCREAMS)
264
00:19:20,416 --> 00:19:23,833
Scott? Scott?
265
00:19:24,583 --> 00:19:28,375
Jean! Oh, Jean!
266
00:19:29,500 --> 00:19:30,875
I love you, Scott.
267
00:19:31,750 --> 00:19:36,625
My time here has ended.
I must depart.
268
00:19:43,875 --> 00:19:47,166
The Mansion?
The control room?
269
00:19:47,875 --> 00:19:49,208
We're home!
270
00:19:52,875 --> 00:19:54,708
LILANDRA, TELEPATHICALLY:
Farewell, Charles.
271
00:19:56,875 --> 00:19:58,458
XAVIER, TELEPATHICALLY:
Lilandra,
272
00:19:59,750 --> 00:20:02,875
part of your mind
is hidden from me.
273
00:20:02,875 --> 00:20:06,875
You have
never denied me
before, why now?
274
00:20:06,875 --> 00:20:11,875
LILANDRA, TELEPATHICALLY:
As Empress, there is a part of
me that will forever be alone.
275
00:20:12,375 --> 00:20:13,833
Goodbye, Charles.
276
00:20:32,833 --> 00:20:33,875
(THEME MUSIC PLAYING)20761
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