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00:00:01,301 --> 00:00:03,326
NARRATOR: Previously on X-Men...
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00:00:03,370 --> 00:00:05,964
SHAW: You X-Men were
allowed to enter,
3
00:00:06,039 --> 00:00:08,701
so that I could have
the pleasure of introducing you
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00:00:08,742 --> 00:00:11,643
to the Inner Circle's newest member.
5
00:00:12,345 --> 00:00:14,575
WYNGARDE: To our new queen!
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00:00:14,614 --> 00:00:16,946
- Our new queen!
- ALL: Our new queen!
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Jean!
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00:00:18,151 --> 00:00:21,416
We can't deceive
and control the Phoenix forever.
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00:00:21,454 --> 00:00:25,754
Some day she'll discover the truth,
and turn against the Inner Circle.
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00:00:25,825 --> 00:00:30,762
PHOENIX: Your pathetic attempt to
use me has opened my eyes!
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00:00:30,830 --> 00:00:32,695
No! Please!
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00:00:34,501 --> 00:00:37,993
You had me do evil to gain you power.
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00:00:38,071 --> 00:00:41,598
But through this body,
I felt the thrill of that evil.
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00:00:41,641 --> 00:00:44,974
Now I thirst for more!
15
00:00:45,945 --> 00:00:49,676
Jean, it's you. Talk to me! Help me!
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00:00:50,183 --> 00:00:54,745
PHOENIX: For this new sensation,
the rapture of destruction,
17
00:00:54,821 --> 00:01:00,384
for the pleasure of the Phoenix!
The unbound joy of evil!
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00:01:01,094 --> 00:01:05,030
The mortal Jean Grey is no more.
19
00:01:05,098 --> 00:01:11,037
I am fire made flesh! Power incarnate!
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I am the Dark Phoenix!
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- Do not do it.
- Oh, dear.
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00:02:24,110 --> 00:02:25,941
(SHRIEKING)
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00:02:29,549 --> 00:02:34,350
You wish me to return
to the cold nothingness of space?
25
00:02:34,387 --> 00:02:38,687
You wish me to give up the body?
Never!
26
00:02:40,460 --> 00:02:44,590
There is a power beyond good and evil,
27
00:02:44,631 --> 00:02:49,933
the power to create
and the power to destroy.
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Jean, can you hear me?
29
00:02:52,338 --> 00:02:57,674
Jean Grey can hear nothing.
Speak only to the Phoenix.
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00:02:57,777 --> 00:03:01,508
Jean, fight it!
Use the powers of your mind.
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00:03:01,948 --> 00:03:04,746
Remember what we mean
to each other.
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00:03:04,784 --> 00:03:08,481
Jean, please, don't leave me.
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00:03:09,722 --> 00:03:12,782
Scott? Scott, help me.
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00:03:12,825 --> 00:03:15,953
Enough! You are of no use to me.
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00:03:16,062 --> 00:03:18,656
(ALL SCREAMING)
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00:03:21,935 --> 00:03:23,163
WOLVERINE: Ducks.
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00:03:30,376 --> 00:03:32,776
I hate ducks.
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00:03:32,812 --> 00:03:36,043
Gambit can't help but notice
you save him, chere,
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00:03:36,115 --> 00:03:39,881
and not Wolverine.
Must be my way with women.
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00:03:39,953 --> 00:03:42,421
Don't flatter yourself, swamp-boy.
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00:03:42,622 --> 00:03:43,646
(GAMBIT GRUNTS)
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00:03:44,190 --> 00:03:49,127
Little piece of advice, Cajun.
Never make that woman mad at you.
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00:03:49,162 --> 00:03:52,063
Speaking of mood swings,
what's bugging the Phoenix?
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She used to be on our side.
45
00:03:53,833 --> 00:03:57,234
I fear Xavier's intuition
has proved prescient.
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00:03:57,303 --> 00:04:00,761
Through Jean's keen human senses,
the Phoenix has experienced
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00:04:00,807 --> 00:04:03,833
exhilarating new sensations
and emotions.
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00:04:03,910 --> 00:04:07,641
- I doubt she wants to give them up.
- Why not ask her?
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00:04:07,680 --> 00:04:10,205
WOLVERINE: Better ask her real nice.
50
00:04:11,184 --> 00:04:14,119
Your destiny is at its end, X-Men.
51
00:04:14,187 --> 00:04:18,851
The Dark Phoenix has come
to destroy you all!
52
00:04:22,862 --> 00:04:26,958
Defend yourselves. But remember,
Jean is up there with her.
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00:04:27,000 --> 00:04:32,165
- Be careful.
- I call upon the power of the hurricane!
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00:04:33,573 --> 00:04:35,097
(ALL GRUNTING)
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Hang on, sugar.
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00:04:40,847 --> 00:04:42,474
(PHOENIX LAUGHING)
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00:04:42,515 --> 00:04:47,509
Do you really think your puny powers
mean anything to me?
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00:04:47,553 --> 00:04:49,282
Forgive me, Jean.
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00:04:50,556 --> 00:04:52,114
This is too easy.
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00:04:52,158 --> 00:04:55,855
You provide me
only annoyance, frustration.
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00:04:58,631 --> 00:05:02,032
The power of lightning!
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00:05:03,169 --> 00:05:07,401
Why does the body excite
when I must struggle to get at them?
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00:05:07,607 --> 00:05:08,938
(STORM SCREAMS)
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00:05:10,076 --> 00:05:12,306
Get away from her, you witch!
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00:05:18,051 --> 00:05:20,212
What in the world?
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00:05:20,286 --> 00:05:21,310
Uh-oh!
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00:05:22,922 --> 00:05:23,980
(WOLVERINE GRUNTS)
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00:05:24,023 --> 00:05:28,323
Why does the sensation lessen
when the opponent is weak?
69
00:05:36,469 --> 00:05:38,403
Cyclops, now!
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00:05:40,740 --> 00:05:43,834
- No!
- ROGUE: Beast!
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00:05:48,915 --> 00:05:54,512
Fools! Do you think
I need eyes to see, ears to hear?
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00:05:55,555 --> 00:05:58,183
Shouldn't have done that, gal.
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00:05:58,224 --> 00:06:02,126
Let's see how cocky you are once
I've drained off some of your power.
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00:06:02,195 --> 00:06:03,662
Stop it!
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00:06:03,696 --> 00:06:04,856
(ROGUE SCREAMS)
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00:06:06,099 --> 00:06:10,763
Is this all you can do against me?
This is too easy.
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00:06:10,837 --> 00:06:12,532
Give her back!
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00:06:15,908 --> 00:06:18,741
Why do you care about this body?
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00:06:18,778 --> 00:06:20,302
I love her.
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00:06:20,346 --> 00:06:25,784
Love? I do not understand.
Your answer is unacceptable.
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(GRUNTS)
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00:06:32,825 --> 00:06:35,487
Scott? What have I done?
83
00:06:41,768 --> 00:06:43,497
I love you, Scott.
84
00:06:43,736 --> 00:06:48,036
No matter what the future holds,
I will always love you.
85
00:06:48,107 --> 00:06:49,574
Never forget.
86
00:07:11,664 --> 00:07:13,757
(ALL GROANING)
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Jeannie.
88
00:07:45,097 --> 00:07:47,998
Life readings, Eluke?
As if I didn't already know.
89
00:07:48,034 --> 00:07:49,467
Nothing, Captain.
90
00:07:49,535 --> 00:07:52,732
The D'Bari star system is
as devoid of life as the others.
91
00:07:52,772 --> 00:07:54,433
It seems such a waste.
92
00:07:54,474 --> 00:07:57,637
An entire universe out there,
waiting to be discovered,
93
00:07:57,677 --> 00:07:59,941
and we're asked
to map dead star systems.
94
00:08:00,012 --> 00:08:02,708
Who knows? Maybe one day
we shall find something.
95
00:08:05,852 --> 00:08:06,944
(SCANNER BEEPING)
96
00:08:07,019 --> 00:08:09,681
What is it? What's happening?
97
00:08:10,656 --> 00:08:12,146
I don't know.
98
00:08:14,093 --> 00:08:15,993
(ALARM BLARING)
99
00:08:18,931 --> 00:08:21,661
Eluke! What was that? A comet?
100
00:08:21,734 --> 00:08:25,295
No. It is alive!
101
00:08:29,809 --> 00:08:33,540
It just plunged into the sun.
Surely it cannot have survived.
102
00:08:33,613 --> 00:08:37,515
According to my readings, Captain,
the creature is still alive.
103
00:08:37,550 --> 00:08:42,715
- Not only alive, but feeding!
- Feeding? On a star?
104
00:08:46,125 --> 00:08:48,958
Engine room! Full forward, now!
105
00:08:59,305 --> 00:09:00,636
All engines stop!
106
00:09:00,673 --> 00:09:03,267
Why are we stopping?
Get us out of here!
107
00:09:03,309 --> 00:09:04,333
No.
108
00:09:04,410 --> 00:09:08,608
That thing, whatever it is,
just destroyed an entire star system.
109
00:09:09,048 --> 00:09:10,572
If those planets had been inhabited,
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00:09:10,616 --> 00:09:13,414
billions of innocent beings
would have been wiped out.
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We must destroy that creature
before it feeds again.
112
00:09:35,341 --> 00:09:38,777
- Eluke, where is the creature now?
- Gone.
113
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- Just gone!
- Connect me with the Empress.
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LILANDRA: No, do not pursue,
return to me now.
115
00:09:49,355 --> 00:09:51,915
- Gladiator.
- Yes, my Empress!
116
00:09:51,991 --> 00:09:54,459
Assemble the Imperial Guard
immediately
117
00:09:54,493 --> 00:09:56,927
and make ready
the Imperial Star Cruiser!
118
00:09:56,996 --> 00:10:00,659
- What has happened, my Empress?
- Our worst nightmare.
119
00:10:03,369 --> 00:10:06,736
I'm afraid Jean Grey no longer exists.
120
00:10:06,772 --> 00:10:10,173
When she first inhabited Jean's body,
we were thankful.
121
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Jean helped her protect us
from the M'Kraan Crystal.
122
00:10:13,946 --> 00:10:18,315
But now Jean has been overwhelmed
by the alien force within her.
123
00:10:18,384 --> 00:10:21,979
As long as Jean is alive,
we can't stop trying.
124
00:10:22,054 --> 00:10:25,956
Of course, Scott, but we must also
be honest with ourselves
125
00:10:26,025 --> 00:10:27,856
about the depth of the problem.
126
00:10:27,893 --> 00:10:31,056
Unless the Phoenix agrees
to leave Jean's body,
127
00:10:31,097 --> 00:10:33,657
I see no way to save our friend.
128
00:10:33,699 --> 00:10:34,723
(GROANS IN PAIN)
129
00:10:35,534 --> 00:10:37,764
Professor, she's coming back.
130
00:10:47,446 --> 00:10:48,811
She's coming back.
131
00:10:48,848 --> 00:10:51,408
How do you know
the Phoenix is returning?
132
00:10:51,450 --> 00:10:55,147
Jean is returning.
Our psychic rapport is still functioning.
133
00:10:55,221 --> 00:10:58,452
We will do everything in our power
to protect Jean.
134
00:10:58,491 --> 00:11:01,688
But at the same time
we must do all we can
135
00:11:01,727 --> 00:11:06,494
to defeat the Phoenix within her
or our world will not survive.
136
00:11:06,532 --> 00:11:09,763
How do you beat something
that can melt you in a split second?
137
00:11:09,802 --> 00:11:11,793
- That's it!
- What's it?
138
00:11:11,871 --> 00:11:15,773
- Why hasn't the Phoenix melted us?
- How should I know?
139
00:11:15,808 --> 00:11:19,574
Because Jean has at least
some control over the creature.
140
00:11:19,612 --> 00:11:22,080
That means there's still hope
of reaching her.
141
00:11:22,148 --> 00:11:25,049
Ah, yes, its mind.
142
00:11:25,084 --> 00:11:28,485
The Inner Circle controlled
the Phoenix-Jean entity,
143
00:11:28,521 --> 00:11:33,049
at least for a time,
by attacking its most vulnerable spot.
144
00:11:33,092 --> 00:11:35,890
But, Beast, it's Jean's mind!
145
00:11:35,928 --> 00:11:40,888
I do not propose to harm her mind,
only disable it.
146
00:11:41,167 --> 00:11:44,568
A mnemonic scrambling device
would temporarily prevent her
147
00:11:44,603 --> 00:11:46,628
from forming coherent thought.
148
00:11:46,706 --> 00:11:49,368
That could cause the creature
to leave her!
149
00:11:49,408 --> 00:11:51,603
My thoughts, exactly.
150
00:11:51,644 --> 00:11:54,477
How could I have not seen it?
151
00:11:54,547 --> 00:11:57,641
All those weeks we worked
to make Jean whole again,
152
00:11:57,683 --> 00:12:00,117
simply made her the perfect host.
153
00:12:01,320 --> 00:12:04,551
Phoenix, why do you still inhabit
Jean's body? Your work is done.
154
00:12:04,623 --> 00:12:06,648
You do her harm by remaining!
155
00:12:06,926 --> 00:12:09,292
(PHOENIX LAUGHING MANIACALLY)
156
00:12:29,048 --> 00:12:32,040
One mnemonic scrambler,
made-to-order.
157
00:12:33,919 --> 00:12:38,151
Now, to find a suitable test subject.
Volunteers?
158
00:12:42,695 --> 00:12:43,992
(GROANS IN PAIN)
159
00:12:44,730 --> 00:12:46,721
- What is it?
- It's Jean.
160
00:12:47,133 --> 00:12:50,125
- I feel her presence.
- Where? Here?
161
00:12:50,169 --> 00:12:55,004
No, somewhere near.
A place from her past.
162
00:12:55,708 --> 00:12:58,233
A place full of emotional memories.
163
00:13:03,449 --> 00:13:06,441
Mom, Dad, I'm home.
164
00:13:12,925 --> 00:13:15,291
Mom? Dad?
165
00:13:16,462 --> 00:13:18,555
Mom? Are you here?
166
00:13:20,866 --> 00:13:22,265
Prometheus!
167
00:13:22,701 --> 00:13:23,861
(HISSING)
168
00:13:23,936 --> 00:13:27,394
Prometheus, it's me. Jean.
169
00:13:48,260 --> 00:13:49,750
(SQUEAKING)
170
00:14:06,345 --> 00:14:09,109
Daddy? Daddy's home!
171
00:14:18,657 --> 00:14:21,421
Daddy? Is that you?
172
00:14:21,927 --> 00:14:26,296
Daddy? Where are you going? Daddy?
173
00:14:28,100 --> 00:14:30,728
Forgive me, chere, this is the only way.
174
00:14:30,769 --> 00:14:31,997
Fools!
175
00:14:35,741 --> 00:14:38,107
ROGUE: Why ain't that
brain buster working?
176
00:14:38,177 --> 00:14:41,476
Patience, Rogue.
It should take effect momentarily.
177
00:14:43,115 --> 00:14:46,846
Jean, my friend! Do not reject our help.
178
00:14:46,886 --> 00:14:50,287
- Let your mind...
- I have no friends!
179
00:14:51,290 --> 00:14:53,622
What is this, "catch the X-Men" day?
180
00:14:55,094 --> 00:14:58,825
Her mind is more powerful
than anything I could imagine.
181
00:14:58,898 --> 00:15:01,924
She has overloaded
the scrambler's circuitry.
182
00:15:02,968 --> 00:15:05,266
We knew it could come to this.
183
00:15:08,040 --> 00:15:10,099
- We got to end it.
- Logan?
184
00:15:10,476 --> 00:15:11,943
- Jean?
- Do it.
185
00:15:12,778 --> 00:15:16,680
Quickly, while I still have control.
Stop her now!
186
00:15:19,118 --> 00:15:20,676
I can't!
187
00:15:20,719 --> 00:15:24,246
Please, if you truly love me,
don't let her...
188
00:15:25,190 --> 00:15:29,286
You should have destroyed me
when you had the chance.
189
00:15:33,732 --> 00:15:38,431
What a pity, Beast.
I've ruined your little toy.
190
00:15:42,141 --> 00:15:46,077
Now we'll play on my terms!
191
00:15:48,113 --> 00:15:51,241
C YCLOPS: Let them go. Jean.
192
00:15:51,817 --> 00:15:55,048
Jean Grey no longer exists!
193
00:15:55,087 --> 00:15:58,682
I know you're there, Jean.
I can still feel you.
194
00:15:59,258 --> 00:16:01,954
You cannot destroy your friends.
195
00:16:03,162 --> 00:16:05,960
Don't be so sure!
196
00:16:05,998 --> 00:16:10,492
I love you, Jean.
We all love you. And you love us.
197
00:16:10,970 --> 00:16:15,100
You love me.
Nothing will ever change that.
198
00:16:15,174 --> 00:16:18,234
Scott? Scott, I...
199
00:16:18,277 --> 00:16:19,301
(JEAN SCREAMS)
200
00:16:19,511 --> 00:16:20,705
C YCLOPS: Jean!
201
00:16:28,020 --> 00:16:29,487
I'm sorry, Scott.
202
00:16:29,521 --> 00:16:32,888
But I had to attack her mind
while she was distracted.
203
00:16:32,925 --> 00:16:35,257
As long as I've got her back, safe and...
204
00:16:35,327 --> 00:16:36,658
I only stunned her.
205
00:16:36,729 --> 00:16:40,426
The creature inside her
must be destroyed now. Quickly.
206
00:16:40,499 --> 00:16:42,694
- No.
- Now. Before she...
207
00:16:42,768 --> 00:16:45,794
Recovers? You're too late.
208
00:16:51,276 --> 00:16:53,506
And as for you,
209
00:16:53,679 --> 00:16:55,237
(XAVIER SCREAMS)
210
00:16:56,015 --> 00:17:00,952
You once told Jean Grey
that the greatest joy a teacher has
211
00:17:00,986 --> 00:17:04,513
is to be surpassed by his own pupil.
212
00:17:04,556 --> 00:17:07,753
- Enjoy!
- JEAN: Stop!
213
00:17:07,793 --> 00:17:10,626
I won't allow you to enter my...
214
00:17:10,696 --> 00:17:12,527
(JEAN SCREAMING)
215
00:17:15,868 --> 00:17:20,532
In the battlefield of the mind,
my will shall prevail!
216
00:17:20,606 --> 00:17:24,440
Do you really think
your puny mind is a match for mine?
217
00:17:35,554 --> 00:17:38,114
As you once used
the power of the Phoenix
218
00:17:38,157 --> 00:17:40,318
to bind the M'Kraan Crystal,
219
00:17:40,359 --> 00:17:43,556
I now bind the Phoenix
with the power of...
220
00:17:43,595 --> 00:17:45,790
(XAVIER SCREAMING)
221
00:17:56,208 --> 00:18:00,338
The conceit of you humans,
the arrogance!
222
00:18:03,215 --> 00:18:09,381
Jean. If you can hear me, help me.
Help me. Help me.
223
00:18:10,856 --> 00:18:15,759
This can't be. I am Phoenix!
224
00:18:16,228 --> 00:18:18,389
I now bind the Phoenix
225
00:18:18,430 --> 00:18:21,695
- with the power of my mind!
- No!
226
00:18:24,870 --> 00:18:27,236
No!
227
00:18:30,709 --> 00:18:31,903
(XAVIER GROANS)
228
00:18:31,944 --> 00:18:33,172
(JEAN GROANS)
229
00:18:34,413 --> 00:18:36,904
- Professor!
- C YCLOPS: Jean!
230
00:18:44,323 --> 00:18:47,918
- Professor, will she be all right?
- Jeannie.
231
00:18:48,627 --> 00:18:51,790
The Phoenix is contained, for now.
232
00:18:51,830 --> 00:18:53,661
I could never have
defeated the Phoenix
233
00:18:53,732 --> 00:18:55,996
if Jean herself had not helped me.
234
00:18:56,034 --> 00:18:59,663
The strength of her mind
is truly awesome.
235
00:19:00,873 --> 00:19:04,536
- Hi, four-eyes.
- Hi yourself, tiger.
236
00:19:09,348 --> 00:19:11,748
ROGUE: We got company.
C YCLOPS: The Shi'ar.
237
00:19:15,821 --> 00:19:17,448
Greetings, Charles.
238
00:19:17,523 --> 00:19:20,583
Lilandra! What is the matter?
239
00:19:20,993 --> 00:19:23,791
Why didn't you alert me telepathically?
240
00:19:23,829 --> 00:19:26,696
Charles Xavier, it is the decision
241
00:19:26,765 --> 00:19:29,734
of the High Council
of the Shi'ar Empire
242
00:19:29,801 --> 00:19:33,862
that the being known both
as the Phoenix and as Jean Grey,
243
00:19:34,072 --> 00:19:36,267
must be destroyed!
244
00:19:36,308 --> 00:19:38,538
Lilandra, stop this!
245
00:19:38,610 --> 00:19:43,877
For the sake of all that live,
Jean Grey must perish.
246
00:19:44,305 --> 00:19:50,379
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