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00:00:01,750 --> 00:00:03,500
NARRATOR:
Previously onX-Men...
2
00:00:03,500 --> 00:00:05,750
I've come for
the Princess Lilandra.
3
00:00:05,750 --> 00:00:07,708
BLACK TOM:
She's still a bit
under the weather,
4
00:00:07,708 --> 00:00:10,958
but you didn't specify
what condition
she had to be in.
5
00:00:10,958 --> 00:00:14,166
Tell me where
the M'Kraan Crystal is.
6
00:00:14,166 --> 00:00:16,458
You must
save Lilandra.
7
00:00:16,458 --> 00:00:19,250
Our job
is to find Lilandra
and get out fast.
8
00:00:19,250 --> 00:00:21,000
Anybody know
what she looks like?
9
00:00:21,000 --> 00:00:22,875
She's from
another galaxy.
10
00:00:22,875 --> 00:00:25,208
You see a woman
you don't know,
rescue her.
11
00:00:31,583 --> 00:00:33,000
ERIC THE RED:
Forget these freaks!
12
00:00:33,000 --> 00:00:35,000
We must get Lilandra
to my ship.
13
00:00:35,000 --> 00:00:36,583
No!
14
00:00:37,750 --> 00:00:39,500
Let Lilandra go.
15
00:00:42,000 --> 00:00:43,375
ERIC THE RED:
Gladiator!
16
00:00:43,375 --> 00:00:44,875
I have Lilandra.
17
00:00:44,875 --> 00:00:47,500
But where is
the M'Kraan Crystal?
18
00:00:47,500 --> 00:00:49,958
Why do you serve
a madman
like my brother?
19
00:00:49,958 --> 00:00:52,958
Take her
with my respects
to the Emperor.
20
00:00:54,208 --> 00:00:57,833
I am sorry, Princess,
but you must give
your brother the crystal.
21
00:00:57,833 --> 00:01:02,625
No! For the sake
of the universe, no!
22
00:01:02,625 --> 00:01:04,291
PHOENIX: Phoenix must go!
23
00:01:11,250 --> 00:01:13,708
PHOENIX:
Lilandra is under
my protection.
24
00:01:13,708 --> 00:01:16,458
Learn the power
of Phoenix.
25
00:01:18,125 --> 00:01:19,875
Are you the child
of the crystal?
26
00:01:19,875 --> 00:01:21,458
Yes.
27
00:01:21,458 --> 00:01:23,750
LILANDRA:
You must help me
to keep the crystal
28
00:01:23,750 --> 00:01:26,833
from falling into
the hands of my brother,
the Emperor!
29
00:01:29,583 --> 00:01:32,458
The crystal is here.
I can feel its power.
30
00:01:32,458 --> 00:01:35,750
(LAUGHING)
31
00:01:35,750 --> 00:01:37,750
(THEME MUSIC PLAYING)
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00:02:42,083 --> 00:02:45,875
XAVIER: Do not fear, Lilandra.
The X-Men
will do all in our power
33
00:02:45,875 --> 00:02:47,958
to help you safeguard
the crystal.
34
00:02:47,958 --> 00:02:50,708
But I must return
to my ship at once,
35
00:02:50,708 --> 00:02:54,625
and my transporter
is not strong enough
to bring you with me.
36
00:02:54,625 --> 00:02:56,416
(PHOENIX SIGHS)
I am.
37
00:02:58,250 --> 00:03:00,166
Funny,
you don't look it.
38
00:03:00,166 --> 00:03:04,250
This body is young
and strong.
It recovers quickly.
39
00:03:05,750 --> 00:03:07,625
(GASPING) A ship!
40
00:03:10,458 --> 00:03:14,875
It isn't
your brother, Lilandra.
It is a friend.
41
00:03:26,416 --> 00:03:27,708
CYCLOPS:
Where's Jean?
42
00:03:27,708 --> 00:03:29,208
Searching the skies.
43
00:03:32,625 --> 00:03:35,208
She's all right, Cyke.
Best I can tell.
44
00:03:44,750 --> 00:03:47,500
Jean? Jean?
45
00:03:49,416 --> 00:03:53,708
It is good that you
are here. Help me
to prepare the others.
46
00:03:53,708 --> 00:03:56,583
-For what?
-For the battle
to save the galaxy.
47
00:03:56,583 --> 00:03:59,416
I can help!
Just tell me how!
48
00:03:59,416 --> 00:04:00,958
I will tell you
what I can.
49
00:04:00,958 --> 00:04:04,166
But there is much
I do not know,
50
00:04:04,166 --> 00:04:07,375
and there is much
I must do alone.
51
00:04:08,583 --> 00:04:10,375
I was heartened
to discover
that you were not
52
00:04:10,375 --> 00:04:13,583
a figment of the Professor's
unbridled imagination.
53
00:04:13,583 --> 00:04:15,875
I am anxious
to learn more
about your people.
54
00:04:15,875 --> 00:04:17,833
Looks like you'll
get your chance.
55
00:04:17,833 --> 00:04:19,125
Listen up, people.
56
00:04:19,125 --> 00:04:21,625
Jean has
something to say.
57
00:04:21,625 --> 00:04:24,250
In our hands
lies the fate
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00:04:24,250 --> 00:04:28,416
of a billion star systems,
of lives beyond measure.
59
00:04:28,416 --> 00:04:30,208
Just what
I wanted to hear.
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00:04:30,208 --> 00:04:31,708
It is time to go.
61
00:04:37,583 --> 00:04:38,583
Farewell.
62
00:04:57,375 --> 00:04:58,708
(GROANING)
63
00:05:01,583 --> 00:05:05,208
Jean! You must not
leave me behind!
64
00:05:05,208 --> 00:05:07,458
It's no use,
Professor.
65
00:05:07,458 --> 00:05:12,583
The way she said goodbye,
it's like they're
not coming back, ever.
66
00:05:31,208 --> 00:05:32,458
(GROANS)
67
00:05:32,458 --> 00:05:34,166
Next time
I'll take the bus.
68
00:05:34,166 --> 00:05:36,166
-(MOANS)
-I've got you!
69
00:05:37,291 --> 00:05:40,458
(STAMMERING)
No, I'll be all right.
70
00:05:45,208 --> 00:05:48,000
Thanks to you,
we have arrived
before my brother.
71
00:05:48,000 --> 00:05:50,125
That's what
all the fuss
is about?
72
00:05:50,125 --> 00:05:52,333
How you fit
a whole galaxy
in there?
73
00:05:52,333 --> 00:05:54,833
Its faceted configuration
gives the crystal
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00:05:54,833 --> 00:05:58,375
infinite storage capacity
for refracted light energy.
75
00:05:58,375 --> 00:06:02,125
(CHUCKLES) I knew
there had to be
a simple explanation.
76
00:06:02,125 --> 00:06:05,125
You like it, chere?
I'll get you one
for Christmas.
77
00:06:11,166 --> 00:06:13,750
We must move quickly
to safeguard the crystal.
78
00:06:22,708 --> 00:06:24,125
Take evasive action!
79
00:06:28,583 --> 00:06:30,416
(ALL YELLING)
80
00:06:38,333 --> 00:06:39,875
(MOANS)
81
00:06:39,875 --> 00:06:41,166
Who knocked?
82
00:06:41,166 --> 00:06:44,000
It was some sort
of stun ray.
83
00:06:45,708 --> 00:06:48,416
Lilandra's out colder
than a leftover
hush puppy.
84
00:06:48,416 --> 00:06:53,416
The ray may have been
specifically attuned
to Shi'ar life forms.
85
00:06:55,375 --> 00:06:58,583
Aliens, Corsair!
Ugly ones, too!
86
00:06:58,583 --> 00:07:01,875
Who are you calling ugly,
lizard lips?
87
00:07:06,625 --> 00:07:08,000
Get the crystal!
88
00:07:13,250 --> 00:07:15,333
Interesting weaponry.
89
00:07:18,500 --> 00:07:20,250
Effective, too.
90
00:07:24,458 --> 00:07:26,208
(MEOWING)
91
00:07:32,166 --> 00:07:34,833
There ain't hardly room
to swing a cat in here!
92
00:07:37,333 --> 00:07:40,291
These are not
the Emperor's troops.
93
00:07:40,291 --> 00:07:45,625
They are intergalactic
pirates who call
themselves the Starjammers.
94
00:07:45,625 --> 00:07:49,083
Pirates? Where do
they keep their swords
and eye patches?
95
00:07:51,416 --> 00:07:53,583
-Raza!
-Aye, captain.
96
00:07:53,583 --> 00:07:56,083
Re-calibrate
the stun ray for humans!
97
00:07:56,083 --> 00:07:57,250
But, Captain...
98
00:07:57,250 --> 00:07:58,500
Just do it!
99
00:07:58,500 --> 00:08:00,166
Surrender,
or I'll fire!
100
00:08:05,875 --> 00:08:08,208
No, Scott!
You can't!
101
00:08:08,208 --> 00:08:09,875
What?
Fire, Raza!
102
00:08:15,375 --> 00:08:16,708
(ALL GROANING)
103
00:08:22,833 --> 00:08:24,000
Come, Hepzibah.
104
00:08:33,583 --> 00:08:35,500
(GROANS)
105
00:08:35,500 --> 00:08:38,708
Who turned out
the lights again? Jean.
106
00:08:41,208 --> 00:08:43,375
They took
the crystal, Logan.
107
00:08:43,375 --> 00:08:45,833
They took Scott, too.
108
00:08:45,833 --> 00:08:49,958
Jean, why did you
stop Cyke when he was
about to blast that joker?
109
00:08:49,958 --> 00:08:52,083
I can't tell you.
110
00:08:52,083 --> 00:08:54,625
PHOENIX:
That he's Scott's father.
111
00:08:59,208 --> 00:09:02,833
Why have you taken him,
my captain?
As a hostage?
112
00:09:02,833 --> 00:09:04,958
No, Raza.
Not a hostage.
113
00:09:06,875 --> 00:09:11,458
He's a weapon.
The last one
we'll ever need.
114
00:09:20,291 --> 00:09:22,083
Identify yourself.
115
00:09:22,083 --> 00:09:26,708
Scout ship of Imperial Agent
Davan Shakari, Majesty.
116
00:09:26,708 --> 00:09:28,625
Code name
Eric the Red.
117
00:09:28,625 --> 00:09:31,333
He wishes permission
to report to you.
118
00:09:31,333 --> 00:09:34,708
Shakari, I ordered you
to intercept Lilandra
119
00:09:34,708 --> 00:09:36,625
and recover
the M'Kraan Crystal.
120
00:09:36,625 --> 00:09:38,583
Why have you not done
as I commanded?
121
00:09:48,583 --> 00:09:52,708
You say a group
of pathetic Earth creatures
defeated you?
122
00:09:52,708 --> 00:09:56,750
You, an Imperial
Shi'ar agent? Fool!
123
00:09:58,291 --> 00:10:01,500
Gladiator, tell me
what has happened.
124
00:10:01,500 --> 00:10:05,250
My lord, is it not
said that the crystal
is protected
125
00:10:05,250 --> 00:10:07,333
by a guardian of
immense power?
126
00:10:07,333 --> 00:10:09,583
The Phoenix
is only a legend.
127
00:10:09,583 --> 00:10:12,250
My lord,
I have seen her.
128
00:10:13,750 --> 00:10:16,875
Corsair!
Impudent rebel dog!
129
00:10:16,875 --> 00:10:18,458
Pirate traitor!
130
00:10:18,458 --> 00:10:21,166
I'm glad you haven't
forgotten me, D'Ken.
131
00:10:21,166 --> 00:10:23,416
Do you remember this?
132
00:10:25,166 --> 00:10:31,083
The M'Kraan Crystal.
Name your price, thief!
133
00:10:31,083 --> 00:10:34,875
I know you'd give
everything you've got
to get your hands on it,
134
00:10:34,875 --> 00:10:37,833
but I'm only asking half.
135
00:10:37,833 --> 00:10:40,208
Half the
Imperial treasury.
136
00:10:40,208 --> 00:10:42,208
My lord,
he insults you!
137
00:10:42,208 --> 00:10:46,583
Silence!
By the sacred ancestors
of the Shi'ar,
138
00:10:46,583 --> 00:10:48,958
I agree to your price.
139
00:10:48,958 --> 00:10:53,333
I'll bring you the crystal
and a present
for your amusement.
140
00:10:53,333 --> 00:10:56,166
One of the Earth creatures
who've been helping Lilandra.
141
00:10:56,166 --> 00:11:01,333
Though your forces failed,
I was able to deal with them.
142
00:11:02,416 --> 00:11:03,416
Gladiator.
143
00:11:03,416 --> 00:11:04,875
Yes, my Emperor?
144
00:11:04,875 --> 00:11:07,958
As soon as
the crystal
is mine,
145
00:11:07,958 --> 00:11:13,875
you will destroy Corsair
and his Starjammers.
146
00:11:13,875 --> 00:11:16,375
But, my lord,
you swore
the Sacred Oath!
147
00:11:16,375 --> 00:11:18,250
You will do it!
148
00:11:18,250 --> 00:11:20,458
Yes, my Emperor.
149
00:11:20,458 --> 00:11:24,750
Imperial Guards,
your Emperor honors us
by sending us against
150
00:11:24,750 --> 00:11:26,750
the rebel Starjammers
in battle.
151
00:11:26,750 --> 00:11:29,833
The leader Corsair will
be taken and destroyed.
152
00:11:38,291 --> 00:11:41,125
The Emperor and I
had a friendly chat.
153
00:11:41,125 --> 00:11:42,458
What are you to him?
154
00:11:42,458 --> 00:11:44,875
A festering wound
in his side.
155
00:11:44,875 --> 00:11:47,750
He calls me
a pirate and worse.
156
00:11:47,750 --> 00:11:48,958
I think he's right.
157
00:11:48,958 --> 00:11:50,291
Perhaps.
158
00:11:50,291 --> 00:11:53,458
But today,
I'm D'Ken's best friend.
159
00:11:53,458 --> 00:11:57,083
Today I'm selling him
the M'Kraan Crystal.
160
00:11:57,083 --> 00:12:00,416
You can't do that!
Don't you know
that if that madman
161
00:12:00,416 --> 00:12:02,000
unleashes the power
of the crystal,
162
00:12:02,000 --> 00:12:04,333
it could destroy
the entire galaxy?
163
00:12:04,333 --> 00:12:06,958
D'Ken will never
touch the crystal,
164
00:12:06,958 --> 00:12:11,750
because you are going
to end his miserable existence.
165
00:12:16,708 --> 00:12:21,166
The only way I can
get close to D'Ken
is to offer him the crystal.
166
00:12:21,166 --> 00:12:23,583
Why are you so determined
to destroy him?
167
00:12:23,583 --> 00:12:26,875
D'Ken has destroyed
millions in his quest
for power.
168
00:12:26,875 --> 00:12:30,500
One of those millions
was my wife.
169
00:12:30,500 --> 00:12:32,416
Does he know
what he's done
to you?
170
00:12:32,416 --> 00:12:34,458
He knows.
171
00:12:34,458 --> 00:12:36,375
Then he'll expect
an attack.
172
00:12:36,375 --> 00:12:41,375
From me, yes.
But not from you,
a helpless prisoner.
173
00:12:41,375 --> 00:12:45,875
You should have one
clear shot from your eyes
at full strength.
174
00:12:45,875 --> 00:12:48,625
I won't take a life
in cold blood.
175
00:12:48,625 --> 00:12:51,000
If D'Ken lives
and gets his hands
on the crystal,
176
00:12:51,000 --> 00:12:55,583
and eventually he will,
billions of lives
will be lost.
177
00:12:55,583 --> 00:12:58,708
Is your sense of honor
worth so much?
178
00:13:00,208 --> 00:13:04,291
Is one woman's life important
enough to risk the fate
of an entire galaxy?
179
00:13:07,333 --> 00:13:09,416
It was to me.
180
00:13:24,958 --> 00:13:29,000
The Starjammeris too fast.
We cannot overtake it.
181
00:13:36,000 --> 00:13:37,125
Fascinating.
182
00:13:46,458 --> 00:13:48,000
Hey!
183
00:13:48,000 --> 00:13:50,708
How can we fight something
we can't catch?
184
00:13:50,708 --> 00:13:54,000
Don't worry, we'll fight
little green men
soon enough.
185
00:13:54,000 --> 00:13:57,000
You must transport us
to the Starjammer,
186
00:13:57,000 --> 00:13:58,875
just as
you brought us here.
187
00:13:58,875 --> 00:14:03,958
I'm still weak,
but be patient.
I will recover.
188
00:14:03,958 --> 00:14:08,208
Each time I use my powers,
I grow stronger.
189
00:14:16,708 --> 00:14:20,458
The time has come.
Will you help me
destroy the Emperor?
190
00:14:20,458 --> 00:14:24,583
You know that, for the sake
of the galaxy,
I have no choice.
191
00:14:30,833 --> 00:14:34,125
If we fail,
get the Starjammer
to safety.
192
00:14:34,125 --> 00:14:36,375
We shall not
abandon you,
Corsair.
193
00:14:36,375 --> 00:14:41,250
As long as I'm captain
of this ship,
you'll carry out my orders.
194
00:14:41,250 --> 00:14:44,708
If we fail,
someone has to
carry on the fight.
195
00:15:05,500 --> 00:15:07,583
I come
from your planet.
196
00:15:07,583 --> 00:15:08,958
How is that
possible?
197
00:15:08,958 --> 00:15:10,416
(LAUGHING)
198
00:15:10,416 --> 00:15:13,000
That's a long story.
199
00:15:13,000 --> 00:15:17,458
We're so close to Earth now.
I would've liked
to have seen it again.
200
00:15:18,750 --> 00:15:20,166
Do you have
any children?
201
00:15:20,166 --> 00:15:21,583
No.
202
00:15:21,583 --> 00:15:24,083
I wouldn't know mine
now if I saw them.
203
00:15:24,083 --> 00:15:28,875
Except I remember
my oldest boy.
He had his mother's eyes.
204
00:15:31,708 --> 00:15:34,500
If I can contact Cyclops
telepathically,
205
00:15:34,500 --> 00:15:38,583
I can use the mind-link
like a homing beacon.
206
00:15:42,625 --> 00:15:46,083
Emperor, the prisoner
is the leader
of the X-Men.
207
00:15:46,083 --> 00:15:50,625
So? Such a pathetic
creature is of
no interest to me.
208
00:15:54,166 --> 00:15:56,958
Scott, Scott.
209
00:15:58,250 --> 00:15:59,833
Scott.
210
00:15:59,833 --> 00:16:00,833
It's Jean!
211
00:16:00,833 --> 00:16:03,125
He's on D'Ken's ship.
212
00:16:03,125 --> 00:16:04,458
I'm coming, Scott!
213
00:16:12,000 --> 00:16:18,000
The crystal is here.
I can feel its power. Corsair!
Show me the crystal!
214
00:16:27,875 --> 00:16:32,000
It is mine!
The greatest power
in the universe.
215
00:16:34,291 --> 00:16:35,875
Do it now!
216
00:16:35,875 --> 00:16:37,458
Imperial Guards!
217
00:16:43,625 --> 00:16:46,125
It is the Phoenix!
218
00:16:47,375 --> 00:16:50,958
D'Ken! You've
lived too long!
219
00:16:53,708 --> 00:16:54,958
(MOANING)
220
00:16:56,000 --> 00:16:57,125
Jean!
221
00:17:00,625 --> 00:17:03,083
Corsair, you fool.
222
00:17:04,208 --> 00:17:05,875
A shape-shifter!
223
00:17:09,000 --> 00:17:11,083
Destroy them all!
224
00:17:12,166 --> 00:17:14,250
Start the ball,
Cajun!
225
00:17:29,583 --> 00:17:33,208
X-Men!
Get the crystal!
226
00:17:40,166 --> 00:17:41,291
(GROANS)
227
00:17:49,958 --> 00:17:52,875
Drop it, bub,
or I'll drop you!
228
00:17:56,333 --> 00:17:58,166
Out of my way,
woman.
229
00:17:58,166 --> 00:18:00,625
Get out of
your own way!
230
00:18:00,625 --> 00:18:02,125
Thank you, Rogue.
231
00:18:02,125 --> 00:18:03,500
I enjoyed it.
232
00:18:03,500 --> 00:18:06,208
Gladiator!
Cut off their retreat!
233
00:18:11,625 --> 00:18:14,000
Everyone! Head for
the Starjammer!
234
00:18:18,500 --> 00:18:19,708
(GROANS)
235
00:18:29,083 --> 00:18:30,458
Let's move it!
236
00:18:39,000 --> 00:18:40,583
The bigger
they are...
237
00:18:43,291 --> 00:18:45,166
Help!
238
00:18:45,166 --> 00:18:47,333
(WOLVERINE GRUNTING)
239
00:18:51,125 --> 00:18:52,458
What's cooking?
240
00:18:52,458 --> 00:18:53,708
Come, my friend!
241
00:18:54,708 --> 00:18:57,375
Stop fooling around,
Gambit! We gotta go!
242
00:19:00,416 --> 00:19:04,583
"Our safety is our speed."
Ralph Waldo Emerson.
243
00:19:13,458 --> 00:19:15,708
I'll help you, Beast!
244
00:19:15,708 --> 00:19:17,458
It was the thought
that counted.
245
00:19:17,458 --> 00:19:18,625
I got it, Beast.
246
00:19:21,833 --> 00:19:23,000
Is that everyone?
247
00:19:25,708 --> 00:19:27,708
It is now.
248
00:19:27,708 --> 00:19:28,708
Scott!
249
00:19:30,333 --> 00:19:31,708
Let's go!
250
00:19:31,708 --> 00:19:33,458
You don't have to
tell me twice!
251
00:19:33,458 --> 00:19:36,708
Corsair to Starjammer.
Get ready to... D'Ken!
252
00:19:38,750 --> 00:19:43,333
One false move, X-Men,
and Gladiator
will crush Lilandra!
253
00:19:43,333 --> 00:19:44,583
(SNARLING)
254
00:19:44,583 --> 00:19:46,458
No, Logan.
It's up to me now.
255
00:19:46,458 --> 00:19:49,500
In the name
of Sharra and K'ythri,
256
00:19:49,500 --> 00:19:52,083
and the sacred ancestors
of the Shi'ar...
257
00:19:52,083 --> 00:19:54,000
D'Ken! No!
258
00:19:54,000 --> 00:19:56,166
(MUFFLED SCREAMING)
259
00:19:56,166 --> 00:20:01,208
I call upon
the nine dying stars, and
the world that has no name!
260
00:20:01,208 --> 00:20:02,291
Stop!
261
00:20:04,208 --> 00:20:07,083
I am the guardian
of the crystal.
262
00:20:07,083 --> 00:20:12,583
Unlock the power
of the M'Kraan
and make the galaxy mine!
263
00:20:16,750 --> 00:20:18,500
You are too late!
264
00:20:22,333 --> 00:20:25,958
I was not yet
strong enough
to stop him.
265
00:20:25,958 --> 00:20:29,625
It has begun.
By opening a breach
in the crystal,
266
00:20:29,625 --> 00:20:33,708
D'Ken has unleashed
the power of
the negative galaxy inside.
267
00:20:33,708 --> 00:20:35,333
You mean
it might get out?
268
00:20:38,000 --> 00:20:41,166
I mean we
and everything
we know
269
00:20:41,166 --> 00:20:43,416
may soon be pulled in.
270
00:20:52,958 --> 00:20:55,458
(THEME MUSIC PLAYING)19685
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