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1
00:00:01,250 --> 00:00:02,583
[theme music]
2
00:01:11,458 --> 00:01:14,750
Why can't I move?
3
00:01:24,083 --> 00:01:25,375
[thunder rumbling]
4
00:01:43,083 --> 00:01:44,166
[groans]
5
00:01:44,166 --> 00:01:46,208
That's some wake-up call.
6
00:01:46,583 --> 00:01:48,166
Something's going on outside.
7
00:01:48,583 --> 00:01:50,958
Beast, see if everyone else
is okay.
8
00:01:50,958 --> 00:01:52,875
The rest of us, let's go!
9
00:01:52,875 --> 00:01:53,875
Outside?
10
00:01:57,000 --> 00:02:00,000
Oh, wow!
Who put on the laser show?
11
00:02:01,000 --> 00:02:03,083
Something's kind of spooky
about all this.
12
00:02:03,708 --> 00:02:05,500
Elements are out of balance.
13
00:02:06,000 --> 00:02:08,583
Our world is under siege!
14
00:02:11,083 --> 00:02:12,833
I don't believe it!
15
00:02:13,625 --> 00:02:15,166
That's right, runt!
16
00:02:15,708 --> 00:02:18,291
Ain't life just special?
17
00:02:19,125 --> 00:02:20,458
[grunts]
18
00:02:20,875 --> 00:02:23,458
[groans]
[grunting]
19
00:02:26,000 --> 00:02:28,125
[shouting]
20
00:02:28,125 --> 00:02:30,500
[both grunting]
21
00:02:30,500 --> 00:02:32,416
All right,
who's out there?
22
00:02:33,125 --> 00:02:35,500
Come out now
and you won't get hurt!
23
00:02:36,708 --> 00:02:38,875
[heavy thudding]
[Jubilee]
Huh?
24
00:02:39,875 --> 00:02:40,875
[Jubilee screams]
25
00:02:43,208 --> 00:02:44,208
[gasps]
26
00:02:44,625 --> 00:02:45,625
[grunting]
27
00:02:48,416 --> 00:02:50,208
[evil laughter]
28
00:02:50,208 --> 00:02:51,208
[screams]
29
00:02:51,958 --> 00:02:53,750
What sorcery is this?
30
00:02:54,375 --> 00:02:56,416
No, please!
31
00:02:57,583 --> 00:02:59,000
Begone!
32
00:03:00,583 --> 00:03:01,750
No.
33
00:03:01,750 --> 00:03:03,375
[Jean]
Scott, help me!
34
00:03:03,375 --> 00:03:05,458
Care to join her?
35
00:03:06,958 --> 00:03:09,458
[groaning]
Must save them.
36
00:03:09,458 --> 00:03:12,000
[growling]
37
00:03:18,708 --> 00:03:20,458
They're all gone!
38
00:03:24,750 --> 00:03:27,625
Gone?
Hank, what's he talking about?
39
00:03:27,625 --> 00:03:30,000
Why can't we wake him
from his nightmare?
40
00:03:30,416 --> 00:03:32,958
How could a slight
concussion do all this?
41
00:03:33,458 --> 00:03:36,208
This is an unaccountable
biological condition.
42
00:03:36,875 --> 00:03:41,583
The Professor appears
to be in no physical pain,
yet he is weakening steadily.
43
00:03:41,583 --> 00:03:44,000
As with the most
powerful hypnosis,
44
00:03:44,000 --> 00:03:47,208
his mind is telling him
that he's gravely hurt.
45
00:03:47,625 --> 00:03:51,291
Are you saying that something
can manipulate Xavier's mind?
46
00:03:51,291 --> 00:03:53,291
He's the most powerful psychic
on Earth!
47
00:03:53,708 --> 00:03:56,208
Jean, can't you contact
him telepathically?
48
00:03:56,208 --> 00:03:58,458
I've tried.
I can't get through!
49
00:03:58,458 --> 00:04:02,333
[Xavier]
Oh, Jean,
Scott, Jubilee!
50
00:04:02,333 --> 00:04:04,125
I couldn't save them!
[monitor beeping rapidly]
51
00:04:04,125 --> 00:04:07,125
Beast!
Those readings
are getting worse!
52
00:04:07,125 --> 00:04:08,458
Professor!
53
00:04:08,458 --> 00:04:10,750
[Beast]
Charles, can you hear us?
54
00:04:12,708 --> 00:04:15,625
[Xavier]
I... I know this place.
55
00:04:16,625 --> 00:04:19,875
Charles, you finally
decided to join us.
[kids laughing]
56
00:04:19,875 --> 00:04:21,833
How lovely.
57
00:04:21,833 --> 00:04:22,833
Mother!
58
00:04:24,166 --> 00:04:25,250
Is this a dream?
59
00:04:26,083 --> 00:04:27,416
How can you be here?
60
00:04:28,333 --> 00:04:29,625
Where am I?
61
00:04:29,625 --> 00:04:31,291
This is your home, Charles.
62
00:04:31,708 --> 00:04:32,708
Don't you remember?
63
00:04:33,250 --> 00:04:37,500
Yes, of course.
But it has been so long.
64
00:04:38,416 --> 00:04:41,125
And I have missed you so much.
65
00:04:41,125 --> 00:04:45,375
Yes, my darling boy.
I've missed you as well.
66
00:04:45,875 --> 00:04:49,333
But now we can be together,
forever.
67
00:04:49,333 --> 00:04:55,375
After I lost you,
I thought I would
never see you again.
68
00:04:55,375 --> 00:04:57,125
But what about my X-Men?
69
00:04:57,125 --> 00:05:01,083
Don't worry, Charles.
They're here, too.
70
00:05:01,583 --> 00:05:02,833
She's right, Professor.
71
00:05:02,833 --> 00:05:06,375
Scott!
I do not believe it!
72
00:05:06,375 --> 00:05:10,708
That life of contention
and strife is behind us now,
Charles.
73
00:05:10,708 --> 00:05:11,708
[Xavier]
Storm!
74
00:05:13,375 --> 00:05:16,833
Yeah, Professor.
And this place is
great! No Sentinels!
75
00:05:17,750 --> 00:05:19,625
You are all so real!
76
00:05:20,333 --> 00:05:22,833
Yet, how can this be?
77
00:05:23,250 --> 00:05:24,625
It's up to you, Chuck.
78
00:05:25,458 --> 00:05:28,875
You don't have to worry
about us any more.
Let it go.
79
00:05:29,458 --> 00:05:30,583
I don't know.
80
00:05:31,625 --> 00:05:34,125
To be with you, all of you,
81
00:05:34,708 --> 00:05:38,750
no more struggle,
it would be so easy.
82
00:05:39,458 --> 00:05:44,625
Yes! I feel so light!
So free!
83
00:05:44,625 --> 00:05:49,125
[Shadow King]
Let go.
The universe will be yours.
84
00:05:49,708 --> 00:05:50,708
[Xavier]
Yes.
85
00:05:52,458 --> 00:05:55,166
[monitor beeping]
[Beast]
His readings are dropping again!
86
00:05:55,166 --> 00:05:58,000
Beast! You're a doctor,
do something!
87
00:05:58,333 --> 00:05:59,750
We're losing him!
88
00:05:59,750 --> 00:06:02,333
Jean!
Try your psychic powers again!
89
00:06:02,833 --> 00:06:06,583
Professor, we need you!
Don't give up!
90
00:06:06,583 --> 00:06:11,166
Speak to me,
please, please, please.
91
00:06:11,875 --> 00:06:15,708
We need you,
we need you,
we need you...
92
00:06:15,708 --> 00:06:18,083
-...we need you, we need you...
-Wait! That sounds like Jean.
93
00:06:19,416 --> 00:06:20,750
But where is she?
94
00:06:21,375 --> 00:06:26,750
[Shadow King]
Ignore her, come towards me,
Charles.
95
00:06:27,500 --> 00:06:32,583
-[Jean] Professor! Professor!
-[Shadow King] Come to me, and
find rest.
96
00:06:33,208 --> 00:06:36,291
[Xavier]
I know you, but how?
97
00:06:36,875 --> 00:06:40,291
[Shadow King]
You don't. You can't.
98
00:06:40,291 --> 00:06:43,208
But I must remember.
99
00:06:43,583 --> 00:06:44,958
A small bag, please.
100
00:06:45,875 --> 00:06:47,291
[Monkey chattering]
101
00:06:48,458 --> 00:06:50,958
[Xavier]
What in the world.
102
00:06:50,958 --> 00:06:55,000
[Storm laughing]
[monkey chattering]
103
00:06:56,875 --> 00:06:58,125
[Xavier]
The little imp!
104
00:07:06,000 --> 00:07:09,500
[Xavier]
All right, little one,
hand me back my wallet.
105
00:07:09,500 --> 00:07:10,500
[gasps]
106
00:07:13,958 --> 00:07:16,833
-[Shadow King] Well done, sir.
-[Xavier] Who are you?
107
00:07:17,333 --> 00:07:20,500
[Shadow King]
I have not met another with
psychic powers such as my own.
108
00:07:21,125 --> 00:07:24,750
Join me at my table
in the restaurant behind you.
109
00:07:26,000 --> 00:07:30,000
That is the one.
I beg of you, sir,
come in.
110
00:07:31,333 --> 00:07:35,458
So, you do not approve
of the way I do business.
111
00:07:35,458 --> 00:07:37,708
Using children to steal?
112
00:07:37,708 --> 00:07:39,875
No, I do not agree with that.
113
00:07:39,875 --> 00:07:41,708
The little brat
thought you were human.
114
00:07:42,166 --> 00:07:45,708
Normally I would not steal
from a fellow mutant.
115
00:07:45,708 --> 00:07:49,000
A thief is a thief,
no matter the victim.
116
00:07:49,583 --> 00:07:55,000
I must disagree.
Non-mutants are hopelessly
stupid creatures.
117
00:07:55,000 --> 00:07:58,250
They deserve our most
egregious exploitation.
118
00:07:58,708 --> 00:08:01,000
Why am I reliving these
memories?
119
00:08:02,750 --> 00:08:05,166
You are the Shadow King!
120
00:08:05,166 --> 00:08:07,875
[groaning]
121
00:08:10,875 --> 00:08:13,166
We met 20 years ago!
122
00:08:20,708 --> 00:08:24,333
We fought on the astral plane
where the greatest telepaths go.
123
00:08:28,166 --> 00:08:32,875
I battled to save Storm
and all the children of
Cairo from this madman.
124
00:08:33,375 --> 00:08:35,375
I proved to be the stronger
of the two.
125
00:08:36,250 --> 00:08:39,583
[screaming]
And I've kept you there
all this time,
126
00:08:39,583 --> 00:08:41,875
using my psychic powers.
127
00:08:41,875 --> 00:08:44,208
I was young.
I had never met a mutant
128
00:08:44,208 --> 00:08:47,458
who possessed such
merciless cruelty
as the Shadow King.
129
00:08:48,125 --> 00:08:52,875
I knew the human race must be
protected from such creatures.
130
00:08:56,291 --> 00:08:58,250
[evil laughter]
131
00:09:12,458 --> 00:09:17,208
So, I formed the X-Men.
My X-Men.
132
00:09:22,875 --> 00:09:25,458
Individuals dedicated
to the belief
133
00:09:25,458 --> 00:09:30,458
that mutants and humans
can and must co-exist
peacefully.
134
00:09:40,375 --> 00:09:42,458
[Shadow King]
No, they are gone.
135
00:09:43,583 --> 00:09:46,291
And your dream
has been destroyed.
136
00:09:46,291 --> 00:09:47,291
[laughs]
137
00:09:48,291 --> 00:09:50,708
There are no more X-Men.
138
00:09:51,708 --> 00:09:54,583
It can't be true!
I just saw them!
139
00:09:55,125 --> 00:09:57,583
[Shadow King]
In your world,
you saw them destroyed.
140
00:09:58,250 --> 00:10:02,000
If you would like to see
your lost loved ones again,
come to me.
141
00:10:02,875 --> 00:10:07,250
Let go.
Lose yourself in me.
142
00:10:07,750 --> 00:10:11,000
Be at peace.
143
00:10:18,291 --> 00:10:23,250
This defies all
my medical experience.
He is slipping once more.
144
00:10:25,333 --> 00:10:26,750
Don't leave us!
145
00:10:26,750 --> 00:10:29,416
[Jean]
Professor, where are you?
146
00:10:29,416 --> 00:10:33,458
Jean, I am here,
on the astral plane.
147
00:10:33,458 --> 00:10:34,833
Can't you sense me?
148
00:10:35,625 --> 00:10:38,708
The Shadow King has been
manipulating my mind,
149
00:10:38,708 --> 00:10:40,875
luring me away from you!
150
00:10:40,875 --> 00:10:44,250
[Shadow King]
Yes! You are right, Charles.
151
00:10:44,250 --> 00:10:47,583
You are on the edge of
mortal surrender.
152
00:10:47,583 --> 00:10:50,583
And it is too late
to resist me now.
153
00:10:51,125 --> 00:10:54,333
Your mental powers are depleted.
154
00:10:54,333 --> 00:10:59,250
[Shadow King]
Never! I shall leave
this prison as you enter it.
155
00:10:59,708 --> 00:11:02,250
Your mind held me locked here,
156
00:11:02,250 --> 00:11:04,458
but that innocent
blow to your head
157
00:11:04,458 --> 00:11:08,708
weakened your hold on me,
permitting me to escape.
158
00:11:08,708 --> 00:11:11,708
I will not allow it.
159
00:11:11,708 --> 00:11:14,166
Jean! Help me!
160
00:11:14,583 --> 00:11:17,833
Hank! He spoke to me!
He asked for help!
161
00:11:17,833 --> 00:11:19,208
What sort of help?
162
00:11:19,208 --> 00:11:21,500
I can't tell.
But he seems to be
163
00:11:21,500 --> 00:11:23,416
in a desperate struggle
with someone.
164
00:11:23,958 --> 00:11:26,833
How can we fight
what we can't see?
165
00:11:26,833 --> 00:11:29,125
-Jean!
-Professor!
166
00:11:29,125 --> 00:11:30,125
[Beast]
Raise him gently.
167
00:11:32,083 --> 00:11:35,333
We were so worried!
We thought we'd lost you.
168
00:11:36,250 --> 00:11:39,458
Yes, but now I'm back.
169
00:11:39,875 --> 00:11:41,875
[thunder rumbling]
170
00:11:43,583 --> 00:11:46,458
[thunder rumbling]
171
00:12:01,750 --> 00:12:02,875
Who's there?
172
00:12:02,875 --> 00:12:05,583
[screams]
[grunts]
173
00:12:05,583 --> 00:12:08,625
This better not be
somebody's idea of a joke!
174
00:12:09,458 --> 00:12:12,291
You're the joke, hairball!
175
00:12:13,750 --> 00:12:14,750
Who's there?
176
00:12:15,333 --> 00:12:17,500
I know I heard something!
177
00:12:18,208 --> 00:12:19,291
[screams]
178
00:12:19,291 --> 00:12:21,875
Someone please stop this!
179
00:12:22,708 --> 00:12:23,750
Professor!
180
00:12:25,333 --> 00:12:28,166
Who is responsible for this?
No.
181
00:12:32,458 --> 00:12:33,458
[gasps]
182
00:12:36,458 --> 00:12:39,166
[exclaims]
Not him!
It cannot be!
183
00:12:40,458 --> 00:12:41,750
There's a security breach!
184
00:12:42,458 --> 00:12:45,250
-Everybody report in!
-What's happening?
185
00:12:45,250 --> 00:12:48,708
[both grunting]
186
00:12:52,458 --> 00:12:53,583
[Cyclops]
Wolverine!
187
00:12:53,583 --> 00:12:54,958
Let me go!
188
00:12:54,958 --> 00:12:57,375
[Cyclops]
Jubilee! Storm!
189
00:12:59,291 --> 00:13:02,583
You will not get to me!
190
00:13:03,166 --> 00:13:05,583
The alarms have come
from the sleeping area,
191
00:13:06,000 --> 00:13:10,250
but strangely,
there is no physical evidence
of intrusion or danger there.
192
00:13:11,583 --> 00:13:12,625
That's odd.
193
00:13:13,500 --> 00:13:18,000
There's a foreign
life form reading in this room!
194
00:13:18,000 --> 00:13:19,166
[Shadow King laughing]
195
00:13:19,166 --> 00:13:20,833
Foreign life form?
196
00:13:22,250 --> 00:13:28,208
Think of me instead
as the new proprietor
of this imperfect vessel!
197
00:13:28,208 --> 00:13:29,750
[grunting]
198
00:13:31,000 --> 00:13:32,000
Huh?
199
00:13:32,625 --> 00:13:36,333
Just wait until I
get my hands free!
200
00:13:37,000 --> 00:13:38,000
[grunting]
201
00:13:39,583 --> 00:13:41,583
What's going on?
202
00:13:42,333 --> 00:13:44,625
Professor? Anybody?
203
00:13:45,125 --> 00:13:47,750
[grunts]
[building crashing noise]
204
00:13:52,583 --> 00:13:54,250
What have you done with Xavier?
205
00:13:54,708 --> 00:13:57,375
Only what he once did to me.
206
00:13:58,208 --> 00:14:00,083
For more than 20 years,
207
00:14:00,083 --> 00:14:04,000
I was exiled in a cold,
formless prison.
208
00:14:04,708 --> 00:14:09,208
Today, I repaid the favor
to the man who put me there.
209
00:14:09,875 --> 00:14:13,083
You're not going to believe
the weird dream I just had.
210
00:14:13,083 --> 00:14:14,875
Man, the weird
dream I just had.
211
00:14:14,875 --> 00:14:16,833
[Storm]
They were not dreams.
212
00:14:16,833 --> 00:14:19,708
The Shadow King has
been attacking our minds.
213
00:14:19,708 --> 00:14:22,458
Storm! Little Ororo.
214
00:14:22,958 --> 00:14:24,416
How I've missed you.
215
00:14:24,416 --> 00:14:25,625
[loud bang]
[Jubilee screams]
216
00:14:28,583 --> 00:14:29,583
[Jean screams]
217
00:14:30,291 --> 00:14:33,250
It's only one of his illusions!
Don't be afraid!
218
00:14:33,625 --> 00:14:38,625
It will do you no good
to contact him, Jean Grey.
He is mine now!
219
00:14:39,125 --> 00:14:43,208
[Jean]
Come on, Professor, come on!
Professor! I know what to do!
220
00:14:47,708 --> 00:14:48,708
[Jubilee screams]
221
00:14:57,208 --> 00:15:01,458
Jean, if we fail,
we shall both be stranded here!
222
00:15:01,458 --> 00:15:05,416
We will not fail, Professor.
You have taught me too well.
223
00:15:05,833 --> 00:15:07,250
I pray you are right.
224
00:15:07,875 --> 00:15:10,458
My only hope is
that our two minds
225
00:15:10,458 --> 00:15:12,708
are powerful enough
to set me free.
226
00:15:13,166 --> 00:15:16,166
I say we do
a Shadow King-ectomy!
227
00:15:17,708 --> 00:15:20,708
Are you crazy?
Just put them away!
228
00:15:20,708 --> 00:15:23,625
Although any assault
would weaken the Shadow King,
229
00:15:23,625 --> 00:15:27,208
it would also permanently damage
Professor Xavier's body.
230
00:15:27,208 --> 00:15:29,708
The ultimate protection,
gentlemen.
231
00:15:30,333 --> 00:15:34,000
A beloved hostage
that never leaves my side.
232
00:15:42,166 --> 00:15:47,416
No! I know what
you are doing, Xavier!
233
00:15:47,416 --> 00:15:49,458
I will not let it happen!
234
00:15:52,416 --> 00:15:54,250
[Beast]
It is up to Jean
and the Professor now.
235
00:15:55,083 --> 00:15:59,750
As the struggle begins on the
astral plane, we can only
wait and hope.
236
00:16:02,208 --> 00:16:04,875
[Shadow King]
You are a fool to confront me,
Jean!
237
00:16:04,875 --> 00:16:06,500
Even with Xavier's help!
238
00:16:07,000 --> 00:16:09,458
Your little student
cannot protect you.
239
00:16:09,458 --> 00:16:12,875
Perhaps she may console you
in your lifelong imprisonment!
240
00:16:13,708 --> 00:16:14,708
[both scream]
241
00:16:16,583 --> 00:16:22,583
Now I shall make both of you
feel the cold helplessness
of astral plane exile!
242
00:16:22,583 --> 00:16:26,250
The endless void!
No touch, no taste!
243
00:16:26,250 --> 00:16:28,750
Not living, but never at rest!
244
00:16:32,875 --> 00:16:34,583
Jean! Stay with me!
245
00:16:36,208 --> 00:16:38,166
I understand, Professor.
246
00:16:38,166 --> 00:16:39,875
When we are done here,
247
00:16:40,291 --> 00:16:43,875
I shall emerge in your world,
Charles,
248
00:16:43,875 --> 00:16:46,708
using your body to spread chaos
249
00:16:47,291 --> 00:16:50,416
throughout a planet
you long to heal!
250
00:16:50,416 --> 00:16:54,000
You shall be forever
frozen in emptiness!
251
00:16:57,000 --> 00:16:58,000
[Xavier]
Fight him, Jean!
252
00:17:02,708 --> 00:17:04,000
No!
253
00:17:04,000 --> 00:17:06,500
[Xavier]
Fight him! Use your mind!
254
00:17:06,500 --> 00:17:08,208
Not this time!
255
00:17:48,500 --> 00:17:49,500
[screams]
256
00:17:51,875 --> 00:17:54,125
[Xavier]
Focus all your powers!
257
00:17:54,125 --> 00:17:57,708
[Shadow King]
No! You cannot deny me!
258
00:17:58,208 --> 00:18:01,375
[straining]
He's too strong!
259
00:18:01,833 --> 00:18:06,125
Stay with me, Jean!
Together we can do it!
260
00:18:09,250 --> 00:18:10,250
[screams]
261
00:18:10,875 --> 00:18:13,000
[Xavier & Jean screaming]
262
00:18:14,208 --> 00:18:19,000
If I must go back, Xavier,
I will not go alone!
263
00:18:28,958 --> 00:18:31,958
[screaming]
264
00:18:37,875 --> 00:18:40,083
Thank you. It's done.
265
00:18:41,291 --> 00:18:42,875
Now let's go home.
266
00:18:48,000 --> 00:18:50,083
[Jubilee]
I hope that's good news.
267
00:18:50,083 --> 00:18:52,291
I can hardly believe it!
268
00:18:53,166 --> 00:18:55,291
I think we are home!
269
00:18:55,291 --> 00:18:56,875
Excellent news!
270
00:18:59,833 --> 00:19:02,416
-Scott?
-That's right, sweetheart.
271
00:19:02,416 --> 00:19:04,250
I've got you.
Everybody's safe.
272
00:19:04,708 --> 00:19:08,416
I'd sure like to know
what the heck just happened.
273
00:19:08,875 --> 00:19:12,458
Wolverine, the Shadow King
just reminded us
274
00:19:12,458 --> 00:19:15,083
that it is only through
eternal vigilance
275
00:19:15,083 --> 00:19:18,458
that destructive powers
such as his are kept at bay.
276
00:19:19,000 --> 00:19:21,625
A moment's weakness,
and he will return.
277
00:19:22,083 --> 00:19:25,500
Yet, he also gave
me a priceless gift.
278
00:19:25,500 --> 00:19:27,375
-Gift?
-Yes.
279
00:19:28,083 --> 00:19:33,375
He forced me to think through
why I formed the X-Men
280
00:19:33,375 --> 00:19:37,083
and why we fight for our
ideals and for each other.
281
00:19:37,583 --> 00:19:40,000
In short, why I live.
282
00:19:40,583 --> 00:19:43,958
For that, I will
always be grateful.
283
00:19:52,333 --> 00:19:56,000
Well, make your move,
tough guy.
284
00:19:56,000 --> 00:19:59,750
Another time, short stuff,
when I'm in the mood!
285
00:20:00,208 --> 00:20:02,500
[Rogue]
I see it,
and I don't believe it.
286
00:20:03,166 --> 00:20:05,250
-Do we follow?
-No, Scott.
287
00:20:05,250 --> 00:20:07,583
He chose not to continue
his attack.
288
00:20:08,583 --> 00:20:11,416
I believe that is his way
of saying thank you.20819
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