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NARRATOR: Previously on X-MEN...

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PHOENIX: In our hands lies the fate
of a billion star systems,

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of lives beyond measure.

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XAVIER: Do not fear, Lilandra,
The X-Men will do all in our power

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to help you safeguard the crystal.

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Get the crystal!

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Fire, Raza!

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(ALL GRUNT)

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Corsair!

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Do you remember this?

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The M'Kraan Crystal. Name your price!

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Show me the crystal!

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I'm coming, Scott!

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Start the ball, Cajun!

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(GROANS)

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(GRUNTS)

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-Out of my way, woman.
-Get out of your own way!

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-Thank you, Rogue.
-I enjoyed it.

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Get ready to... D'Ken!

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Unlock the power of the M'Kraan...

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No!

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...and make the galaxy mine!

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(MOANS)

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(GRUNTS)

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(SNARLING)

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(LAUGHING)

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You fools!
Your foolishness amuses me.

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I do not understand.

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What is happening?

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D'Ken has been granted his wish.
He is one with the crystal.

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He is creating his own universe
inside the crystal,

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where we all will soon be.

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Ch'od, get the Starjammer out of here.
Now!

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What is wrong, Captain?

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We are ready to board
the Imperial cruiser and retrieve you.

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No! Full escape velocity immediately.
That's an order.

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You must join them.

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I need time to see if the power
of the Phoenix can contain the crystal.

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But if it cannot, then nothing
in the galaxy can protect any of us.

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What can we do?

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Nothing. It is what I must do.

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Corsair! What is happening?

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We are being given
a short time to consider our fate

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while someone attempts to change it.

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I must learn.
The crystal must be healed.

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Can you show us what's happening?

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Ch'od, full magnification.

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That is all we can do.
Soon, we will be out of range.

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I am the guardian, teach me to... No!

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(ALL EXCLAIM)

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Who slam on the brakes?

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Phoenix has failed.

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We shall soon join my brother
inside the crystal.

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How are you so blamed sure?

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-She might still...
-Look!

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Jean!

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I got a real bad feeling we're next.

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CORSAIR: Ch'od, open fire!

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-What are you doing?
-Trying to live.

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GLADIATOR: It has no effect.

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Anybody else got any bright ideas?

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What's that?

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(GASPS)

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And Cerebro reports
environmental disturbances

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everywhere around the world.
I will do what I can.

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As we all shall.

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Professor Xavier! Professor!
The sun, it's, well, kind of fading away!

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I know, Jubilee.

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We have discovered
a phenomenon much like a black hole,

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an enormous gravitational force
near the sun.

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We must assume
it is the M'Kraan Crystal.

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It is slowly drawing everything into it,
even the sun's light.

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Soon, it will absorb the sun itself,

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the entire solar system,
including the Earth.

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The rest of the galaxy may well follow,

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though, by that time, we shall
have long since ceased to care.

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There's gotta be some way to stop it!

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There is one hope, the X-Men.

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Maintain full power! Don't give up!

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I regret, my Empress,

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that my service to you must begin
under such circumstances.

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All is lost, Empress!

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Hang on, chère, If this be our last ride,
we take it together...

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(ALL GROANING)

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If this is death, it's not so bad, huh?

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(COUGHS)

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Speak for yourself, Cajun.

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BEAST: Fascinating.

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The legends of the crystal are true.

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LILANDRA: But what of D'Ken?

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D'KEN: What of D'Ken? He lives!

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(D'KEN LAUGHING)

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Show yourself!

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D'KEN: You wish to see me?

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Behold the power of a living galaxy!

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Soon, the universe will tremble!

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If we're not gonna make it out of here,
let's at least shut this guy up.

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Logan, stop it!

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(ROARING)

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(GRUNTS)

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(GROANS)

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Perhaps another approach...

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Maybe he likes to play catch.

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(GRUNTING)

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(LAUGHING)

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You fools! None of you understand.

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(SIGHS)

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Look out!

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(LAUGHING)

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It has no effect, Empress!

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Your pathetic efforts gain you nothing.
Your weapons feed me.

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The crystal will gain you nothing.
You are trapped within it, as we are.

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Its power will destroy you!

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Destroy me? The crystal is life.
I am reborn!

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I need only think of your destruction
and it shall be!

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(LAUGHING)

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D'Ken, brother,
unless the crystal is sealed,

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it will destroy the galaxy,
including the entire Shi'ar empire.

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We must join forces to stop it.

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Stop it?

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(LAUGHING)

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I hunger for it.

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He hears nothing, Empress.
We are on our own.

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Prepare to be destroyed, creature!

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(YELLING)

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You? Fight me? You insect!

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(GROANING)

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Gotcha, big guy.

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You see how easily
I defeat your protectors.

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I tire of you, sister.

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(LAUGHING)

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(SCREAMING)

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Empress!

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I never thought I'd say it, Logan,
but there's nothing we can do.

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(WOMAN GRUNTING)

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(ALL SCREAMING)

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(PEOPLE SCREAMING)

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The immediate threat to New York City
has been averted.

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-XAVIER: Well done, Storm!
-It is terrible, Professor.

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It is as though
the Earth has gone mad.

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Calm yourself, Storm.
You cannot be everywhere at once.

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Help where you can.

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The disturbances will cease
if the X-Men are successful.

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(D'KEN LAUGHING)

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(LAUGHING)

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(GRUNTS)

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(D'KEN LAUGHING)

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(GROANS)

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Fear what I have become, sister?

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Let the others watch as I repay you
for your treachery in opposing me.

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PHOENIX: Do not despair.

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The Phoenix survives.

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No! Begone!

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Fear not, Empress. You are safe now.

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Leave my world. I command it!

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PHOENIX: Lilandra's star cruiser
approaches.

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I will teleport you all to the ship,
beyond the reach of D'Ken's power.

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No one is safe from my power!
I am one with the crystal.

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The galaxy is mine to destroy.

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PHOENIX: The power has
destroyed you, D'Ken.

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The galaxy shall not share your fate.

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-You're alive!
-Yes, my darling.

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What about the crystal?
Can you truly stop its power?

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We have learned of one way,

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(GASPS)

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if my body can take it.

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Jean was chosen
for her empathic abilities.

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We have learned much from the orb,
the living center of the crystal.

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She felt its pain where I could not.

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I know now what must be done,
if I am strong enough.

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We must try to join with
the matrix of the crystal's energy field.

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The power of Phoenix may be able
to restore what D'Ken has broken.

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You could be locked in here forever!

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Don't try to stop me, Scott.

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I'm only doing what must be done,
what any of the X-Men would do.

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I'm coming with you.

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You can't be a part of where I'm going.

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He knows, Jean.
That don't make it easy to take.

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-Jean!
-Goodbye, my friends. I love you all.

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Goodbye, Scott!

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Someone help me find a way.

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Your wisdom. Your compassion.
Your gentleness. Your innocence.

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Your courage. Your love.

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No! You cannot contain
the power of the crystal.

185
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You cannot! No!

186
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What does it mean, Professor?

187
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The X-Men have succeeded.

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The power of the crystal
has been contained.

189
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But at what cost?

190
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PHOENIX: The crystal is sealed,

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but the only way to guarantee that
its power will never be released again

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is for me to take it
beyond the reach of any living being.

193
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The crystal cannot be destroyed,
even in the heart of the sun,

194
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but there it, and I, will be safe.

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For this, I am sorry, Cyclops.

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Goodbye, my love.

197
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The crystal shall be buried forever.

198
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The light!

199
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(GASPS)

200
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Oh, Scott, if only you could see it.

201
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Goodbye, Charles.
I shall never forget you and the X-Men.

202
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-Stay with us, Lilandra.
-I am Shi'ar Empress now.

203
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I must return to my world

204
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and try to set right
all the wrong my brother did.

205
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Come with me, Charles.

206
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Until there is peace between mutants
and ordinary humans, I cannot leave.

207
00:19:05,069 --> 00:19:06,970
We both have our work to do.

208
00:19:11,779 --> 00:19:14,849
I'm sorry I tried to use you
against the Emperor, Cyclops.

209
00:19:15,319 --> 00:19:17,809
Since I lost my wife,
I've lived only for my revenge.

210
00:19:18,190 --> 00:19:20,819
None of us know how we'll react
when we lose someone we love.

211
00:19:21,559 --> 00:19:23,869
I'll have to find
a new reason for living now.

212
00:19:24,220 --> 00:19:25,269
So will I.

213
00:19:25,490 --> 00:19:29,210
I'm proud to have known you
and the X-Men. Farewell.

214
00:19:30,660 --> 00:19:34,789
I've lost Jean, and Corsair lost his wife.
I wish we had a chance to talk.

215
00:19:35,640 --> 00:19:38,069
I believe Emily Dickinson said it best.

216
00:19:38,440 --> 00:19:42,250
"Parting is all we know of heaven
And all we need of hell."

217
00:19:43,109 --> 00:19:46,240
There are some bonds that
cannot be broken, Charles Xavier.

218
00:19:47,150 --> 00:19:48,490
We shall meet again.

219
00:20:01,960 --> 00:20:03,009
Jean.

220
00:20:06,329 --> 00:20:08,759
XAVIER: Do you know
the legend of the Phoenix?

221
00:20:09,140 --> 00:20:11,480
I'm not interested in legends right now.

222
00:20:11,839 --> 00:20:16,500
The Phoenix was a mythical bird
that was consumed by fire,

223
00:20:17,779 --> 00:20:20,680
but always rose again from the ashes.

224
00:20:21,450 --> 00:20:23,970
Perhaps that's what
the Phoenix represents,

225
00:20:24,890 --> 00:20:26,700
hope which never dies.

226
00:20:28,559 --> 00:20:31,109
Please, think about it, Cyclops.

227
00:20:43,369 --> 00:20:44,359
Jean.

228
00:20:44,409 --> 00:20:48,959
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