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NARRATOR: Previously on X-MEN...
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ALL: Let's get out of here!
3
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(PEOPLE SCREAMING)
4
00:00:27,519 --> 00:00:28,780
(SCREAMING)
5
00:00:35,100 --> 00:00:36,649
(PEOPLE SCREAMING)
6
00:00:50,780 --> 00:00:52,390
You done nice, girlie.
7
00:00:52,649 --> 00:00:54,229
(VOLVERINE ROARING)
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00:00:58,149 --> 00:01:00,549
Rogue! Get him to the infirmary. Fast!
9
00:02:14,199 --> 00:02:16,189
ROGUE: Watch your back, swamp rat.
10
00:02:21,770 --> 00:02:24,490
You're tangling with the wrong X-Man.
11
00:02:26,039 --> 00:02:27,439
(JEAN SHRIEKS)
12
00:02:28,180 --> 00:02:30,050
XAVIER ON PA:
Remember, this isn't a game.
13
00:02:30,340 --> 00:02:34,379
These dangers are patterned on those
X-Men might encounter in the field.
14
00:02:34,979 --> 00:02:37,169
Our continued training is crucial.
15
00:02:37,520 --> 00:02:41,909
As long as mankind fears
our mutant powers, we are in danger.
16
00:02:42,560 --> 00:02:44,699
Remember what happened to Morph.
17
00:02:45,030 --> 00:02:45,960
In the days ahead,
18
00:02:46,129 --> 00:02:49,349
we will have to depend on each other
for our very lives.
19
00:02:58,110 --> 00:03:00,099
Rogue, take out the wall blasters.
20
00:03:00,409 --> 00:03:02,930
Gambit, disable the targeting cameras.
21
00:03:12,300 --> 00:03:14,340
(GAMBIT EXCLAIMS) Mon Dieu!
22
00:03:15,120 --> 00:03:16,870
What're we going to do now, sugar?
23
00:03:17,159 --> 00:03:21,080
You three, stop the walls.
I shall slow the ceiling.
24
00:03:24,900 --> 00:03:26,569
That sucker's thick.
25
00:03:28,169 --> 00:03:29,689
(THUNDER RUMBLES)
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00:03:30,610 --> 00:03:32,719
JUBILEE:
How do you fight a whole room?
27
00:03:33,039 --> 00:03:34,560
(STORM SCREAMING)
28
00:03:37,349 --> 00:03:39,080
STORM: Make it stop.
29
00:03:41,250 --> 00:03:43,060
-Storm.
-Stop!
30
00:03:44,650 --> 00:03:46,580
Make it stop, please.
31
00:03:48,219 --> 00:03:50,030
Make it stop.
32
00:03:50,319 --> 00:03:53,629
-Somebody get to her before...
-STORM: Please, make it stop.
33
00:03:55,430 --> 00:03:56,949
(X-MEN SCREAMING)
34
00:03:59,129 --> 00:04:00,240
JEAN: Storm.
35
00:04:03,740 --> 00:04:04,849
GAMBIT: Storm!
36
00:04:06,469 --> 00:04:08,020
(SCREAMING)
37
00:04:13,919 --> 00:04:16,319
JUBILEE: Storm. Are you okay?
38
00:04:16,680 --> 00:04:19,290
You're just saving your good moves
for next time.
39
00:04:22,389 --> 00:04:25,110
I do not desire to lead, Professor.
40
00:04:25,529 --> 00:04:27,699
My claustrophobia puts
the others at risk.
41
00:04:28,029 --> 00:04:31,459
When the time comes, Storm,
it may not be a matter of choice.
42
00:04:32,930 --> 00:04:35,680
JEAN: Wolverine.
You're supposed to be resting.
43
00:04:36,100 --> 00:04:38,240
Even you can't heal this fast.
44
00:04:39,209 --> 00:04:42,459
-Don't bet on it, Redd.
-Sabretooth nearly killed you.
45
00:04:42,939 --> 00:04:44,610
Someday I'll learn
not to let my guard down.
46
00:04:44,879 --> 00:04:45,810
(WOLVERINE GROANING)
47
00:04:45,980 --> 00:04:47,180
Oh, no.
48
00:04:49,050 --> 00:04:50,449
Jean...
49
00:04:50,689 --> 00:04:52,589
I've got to go...
50
00:04:54,389 --> 00:04:57,110
-Cyclops is waiting for me.
-So am I.
51
00:05:09,139 --> 00:05:11,040
Ground control to Cyclops.
52
00:05:11,339 --> 00:05:13,560
-Huh? What did you say?
-What's with you?
53
00:05:13,910 --> 00:05:17,129
We finally get a night out together,
and you're a million miles away.
54
00:05:17,610 --> 00:05:21,529
You know, to me, being an X-Man is
the most important job in the world.
55
00:05:23,079 --> 00:05:25,860
That's why I can't bear the thought
of letting Professor Xavier down.
56
00:05:26,290 --> 00:05:29,100
And it's making you crazy.
You're doing the best you can,
57
00:05:29,519 --> 00:05:31,889
but you're no good to the Professor
when you're like this.
58
00:05:32,259 --> 00:05:35,279
Relax a little. For the good of the team.
59
00:05:40,670 --> 00:05:42,779
You're absolutely right.
60
00:05:43,100 --> 00:05:46,790
From this moment on
my mind is on nothing but you.
61
00:05:58,189 --> 00:05:59,560
MAN 1: Let go of my fruit.
62
00:05:59,790 --> 00:06:02,480
Hey. It's one of those mutants.
Somebody grab him.
63
00:06:02,889 --> 00:06:03,850
(WHIMPERING)
64
00:06:05,029 --> 00:06:07,370
-Help.
-What's he doing to us?
65
00:06:08,730 --> 00:06:10,189
MAN 2: Grab him quick.
66
00:06:11,399 --> 00:06:12,449
MAN 3: Don't let him get away.
67
00:06:12,629 --> 00:06:14,410
We've got to do something
before they hurt him.
68
00:06:14,699 --> 00:06:16,160
So much for our night off.
69
00:06:20,709 --> 00:06:22,319
(CROWD CLAMORING)
70
00:06:24,110 --> 00:06:26,860
We'll teach you to hunt us like animals.
71
00:06:27,279 --> 00:06:28,829
(PEOPLE SCREAMING)
72
00:06:45,430 --> 00:06:46,829
Who are they?
73
00:06:47,069 --> 00:06:48,589
(PEOPLE SCREAMING)
74
00:06:49,399 --> 00:06:53,029
-Must be mutants.
-Pay the price for attacking Morlocks.
75
00:06:54,579 --> 00:06:55,980
(MAN SCREAMING)
76
00:06:57,139 --> 00:07:00,980
They're dangerous. We're going to
have to protect the crowd from them.
77
00:07:02,220 --> 00:07:03,480
MAN: The train.
78
00:07:03,680 --> 00:07:05,110
(TRAIN WHISTLE BLOWING)
79
00:07:18,970 --> 00:07:20,810
I don't think so, buddy.
80
00:07:27,410 --> 00:07:28,750
I better not try that again.
81
00:07:28,980 --> 00:07:32,290
Without my visor,
I can't control these things.
82
00:07:32,779 --> 00:07:36,620
Sleep. I need to sleep.
83
00:07:38,250 --> 00:07:41,240
Must sleep.
84
00:07:41,689 --> 00:07:43,149
-Sleep.
-ALL: Sleep.
85
00:07:43,389 --> 00:07:45,639
-I'm ready to sleep.
-ANNALEE: I need to sleep.
86
00:07:45,990 --> 00:07:49,529
-Must sleep.
-ALL: Must sleep.
87
00:07:50,060 --> 00:07:52,079
-I need to sleep.
-ALL: I need to sleep.
88
00:07:55,199 --> 00:07:57,569
Good work, Annalee.
You'll be rewarded.
89
00:07:57,939 --> 00:08:00,019
Sunder, take them below.
90
00:08:18,689 --> 00:08:20,500
ROGUE:
Where the heck are the lovebirds?
91
00:08:20,800 --> 00:08:23,410
Who cares?
Let them be alone for a change.
92
00:08:24,100 --> 00:08:25,500
(GROWLING)
93
00:08:28,240 --> 00:08:29,470
(GROANING)
94
00:08:30,339 --> 00:08:32,649
Who dropped the house on me?
95
00:08:33,009 --> 00:08:35,669
Hey. Where am I?
96
00:08:36,779 --> 00:08:40,559
-Thanks for trying to help me up there.
-Who are you? My glasses.
97
00:08:41,850 --> 00:08:45,360
-What happened to my power?
-You help Leech, Leech help you.
98
00:08:45,889 --> 00:08:48,080
You see better now, for a while.
99
00:09:01,970 --> 00:09:03,110
CALLISTO: Welcome,
100
00:09:05,870 --> 00:09:08,970
pretty one. I am Callisto.
101
00:09:09,440 --> 00:09:11,779
You've already met some of my tribe.
102
00:09:12,909 --> 00:09:16,690
We Morlocks are outcasts,
mutants too deformed and unsightly
103
00:09:17,250 --> 00:09:19,389
to pass for human on the surface world.
104
00:09:19,720 --> 00:09:22,710
Unlike you,
we have no choice but to dwell here,
105
00:09:23,190 --> 00:09:25,360
away from those who fear us.
106
00:09:25,690 --> 00:09:28,679
When I saw
your bravery and leadership,
107
00:09:29,129 --> 00:09:33,549
I knew it was my destiny to have
one such as you to rule beside me.
108
00:09:41,679 --> 00:09:45,279
That is why I sent this one into trouble
to help show you the way.
109
00:09:45,809 --> 00:09:48,529
Right. Where's Jean?
110
00:09:48,950 --> 00:09:53,049
-When you agree to stay.
-Sorry. Not interested.
111
00:09:53,649 --> 00:09:55,759
That wasn't a request.
112
00:09:56,090 --> 00:09:59,570
Sunlight fuels my power. I won't be
much good to you down here.
113
00:10:00,090 --> 00:10:02,399
Do I look like I need a protector?
114
00:10:03,629 --> 00:10:06,559
To serve my people,
I need a companion.
115
00:10:07,000 --> 00:10:10,220
Someone to provide me an heir.
116
00:10:10,700 --> 00:10:13,539
So take out an ad. Now where's Jean?
117
00:10:13,970 --> 00:10:15,169
Sunder.
118
00:10:16,409 --> 00:10:19,129
Does this help change your mind?
119
00:10:19,549 --> 00:10:22,679
-Jean.
-He refuses me. Destroy her.
120
00:10:25,320 --> 00:10:26,840
Forget it, lady.
121
00:10:27,090 --> 00:10:28,669
(MORLOCKS SCREAMING)
122
00:10:30,490 --> 00:10:31,950
Scott's my date.
123
00:10:36,360 --> 00:10:38,259
Guards. Restrain her.
124
00:10:39,200 --> 00:10:42,100
JEAN: Professor. We need you.
We've been captured.
125
00:10:42,539 --> 00:10:44,350
XAVIER: Jean, where are you?
126
00:10:45,309 --> 00:10:46,389
Jean.
127
00:10:48,940 --> 00:10:50,230
Let her go.
128
00:10:51,610 --> 00:10:53,830
That was very stupid.
129
00:10:54,750 --> 00:10:58,259
Stop it, you idiot. I need him alive.
130
00:11:06,360 --> 00:11:09,230
XAVIER: This is as close
as I can pinpoint their location.
131
00:11:16,000 --> 00:11:19,279
-ROGUE: Storm?
-I am fine. We must find them.
132
00:11:19,769 --> 00:11:21,639
Gal, it's tight down here.
133
00:11:22,809 --> 00:11:25,970
-If things get rough...
-Can it, Cajun. It's her call.
134
00:11:26,450 --> 00:11:28,230
(TRAIN WHISTLE BLOWING)
135
00:11:29,350 --> 00:11:30,659
Which way?
136
00:11:41,230 --> 00:11:44,159
Scott and Jean pick
one strange romantic hideaway, non?
137
00:11:44,600 --> 00:11:47,669
Shut up. I'm getting a scent.
138
00:11:48,139 --> 00:11:50,360
Someone may be tracking us.
139
00:11:50,700 --> 00:11:51,870
Hold it.
140
00:11:54,980 --> 00:11:56,970
Roaches grow big down here.
141
00:12:04,049 --> 00:12:05,919
Sticky situation, mon ami.
142
00:12:07,590 --> 00:12:08,960
Not for long.
143
00:12:20,669 --> 00:12:22,190
(STORM GASPING)
144
00:12:24,610 --> 00:12:28,620
-Help her. She not going to make it.
-Let her ask.
145
00:12:41,120 --> 00:12:42,850
-Jean.
-Mommy?
146
00:12:43,860 --> 00:12:46,259
Who are these bad people?
147
00:12:46,629 --> 00:12:49,529
Leave me alone with my daughter.
148
00:12:49,960 --> 00:12:54,759
Make them go away. Please, Mommy.
149
00:12:55,470 --> 00:12:59,629
Lady, you picked
the wrong girl to adopt.
150
00:13:00,240 --> 00:13:04,629
Please. No. Covered with scorpions.
151
00:13:05,279 --> 00:13:07,559
-Covered with scorpions.
-No.
152
00:13:07,919 --> 00:13:11,759
Covered with scorpions.
Get them off me.
153
00:13:12,320 --> 00:13:14,370
What're you doing to my head?
154
00:13:15,190 --> 00:13:16,620
(ROARING)
155
00:13:21,360 --> 00:13:25,080
Jean. You okay? Don't worry. I'm here.
156
00:13:26,230 --> 00:13:30,149
Where am I? What's... Cyclops.
157
00:13:31,409 --> 00:13:33,960
-We've got to help him.
-CALLISTO: You're too late, X-Men.
158
00:13:34,370 --> 00:13:36,620
No one can help him now.
159
00:13:39,210 --> 00:13:42,639
Cyclops. Oh, no.
160
00:13:43,149 --> 00:13:44,639
(JEAN SOBBING)
161
00:13:45,889 --> 00:13:47,200
(GROWLING)
162
00:13:49,320 --> 00:13:53,039
Your leader was a great warrior.
We mourn his loss.
163
00:13:53,590 --> 00:13:57,019
My Morlocks will provide safe passage
to the surface world.
164
00:13:59,399 --> 00:14:01,179
Great warrior, eh?
165
00:14:02,340 --> 00:14:05,000
How about we take him back in pieces?
166
00:14:05,440 --> 00:14:07,250
Wolverine, no, don't.
167
00:14:07,539 --> 00:14:09,090
(SCREAMING)
168
00:14:12,779 --> 00:14:17,169
Cyke has his problems,
but he don't smell like a Morlock.
169
00:14:17,820 --> 00:14:21,190
Looks like we're going to have to
persuade them to give him back.
170
00:14:21,690 --> 00:14:24,529
Fools. You can't fight us here.
171
00:14:33,730 --> 00:14:36,360
You all need to brush up
on your hospitality.
172
00:14:37,299 --> 00:14:39,879
STORM: Stay together.
Do not let them divide us.
173
00:14:42,240 --> 00:14:43,230
(STORM GASPS)
174
00:14:49,279 --> 00:14:52,590
Here is mud in your eyes,
mes subterranean frères.
175
00:14:53,090 --> 00:14:55,370
SUNDER:
Come down here and fight me fair.
176
00:14:55,720 --> 00:14:56,740
(SUNDER GRUNTS)
177
00:14:56,919 --> 00:14:58,440
ROGUE: That fair enough?
178
00:15:00,490 --> 00:15:02,009
Come on, lady...
179
00:15:04,129 --> 00:15:05,389
(SCREAMS)
180
00:15:05,600 --> 00:15:07,470
You can do better than...
181
00:15:08,399 --> 00:15:10,679
That's more like it. Huh?
182
00:15:12,840 --> 00:15:15,269
I love it when they play hard to get.
183
00:15:26,990 --> 00:15:28,389
Nice shooting.
184
00:15:28,990 --> 00:15:29,889
Huh?
185
00:15:30,059 --> 00:15:33,309
-Where'd she go?
-Don't tell me you missed me?
186
00:15:33,789 --> 00:15:37,659
-Hey. Get off of me.
-Sure, sugar.
187
00:15:39,970 --> 00:15:41,200
(GROANING)
188
00:15:43,500 --> 00:15:46,159
Stay back, old woman.
You going to get hurt.
189
00:15:46,570 --> 00:15:49,759
I'm feeling fine, dearie.
190
00:15:50,240 --> 00:15:52,429
But you don't look so good.
What's wrong?
191
00:15:52,779 --> 00:15:54,860
Got a touch of the plague?
192
00:15:56,879 --> 00:15:58,809
Quickly. Get her off of him.
193
00:16:02,460 --> 00:16:03,799
(GROANING)
194
00:16:04,889 --> 00:16:06,200
The fever...
195
00:16:07,529 --> 00:16:10,309
That old gal got you bad. Storm.
196
00:16:10,730 --> 00:16:12,750
Get him back
to the mansion immediately.
197
00:16:13,070 --> 00:16:14,360
ROGUE: You got it.
198
00:16:18,409 --> 00:16:19,429
Jean.
199
00:16:21,480 --> 00:16:22,970
Put me down.
200
00:16:24,210 --> 00:16:25,470
(SCREAMS)
201
00:16:30,320 --> 00:16:33,720
Run all you like, lady. I like to hunt.
202
00:16:36,960 --> 00:16:38,100
(SNIFFING)
203
00:16:38,289 --> 00:16:39,460
Cyclops.
204
00:16:40,529 --> 00:16:42,110
(WOLVERINE ROARING)
205
00:16:43,429 --> 00:16:46,889
I could make a couple of women
real sad right now,
206
00:16:47,399 --> 00:16:50,830
but if there's one thing I can't stand,
it's seeing Jean cry.
207
00:16:57,610 --> 00:17:01,799
So he loves the woman.
You know what to do.
208
00:17:03,149 --> 00:17:05,490
See if you can contact
Wolverine telepathically.
209
00:17:05,849 --> 00:17:09,420
Don't bother. Blow those slugs off,
and let's bust out of this puke hole.
210
00:17:09,990 --> 00:17:14,410
So close, so tight. So tight...
211
00:17:15,059 --> 00:17:17,230
CALLISTO: Now for the animal.
212
00:17:17,559 --> 00:17:21,539
You. Keeping me from what is mine.
213
00:17:22,140 --> 00:17:25,160
You. Keeping me from what's mine.
214
00:17:26,670 --> 00:17:27,980
Wolverine.
215
00:17:30,210 --> 00:17:31,849
Fight it, Wolverine.
216
00:17:34,349 --> 00:17:38,480
She's making you love her.
Making you weaker.
217
00:17:39,089 --> 00:17:42,549
No. I can't.
218
00:17:46,029 --> 00:17:47,259
(SCREAMS)
219
00:17:50,700 --> 00:17:53,599
Anyone moves, and Cyclops is gone.
220
00:17:54,029 --> 00:17:56,990
At my order, destroy the X-Men
221
00:17:57,799 --> 00:18:02,250
one at a time,
until their leader agrees to my terms.
222
00:18:02,910 --> 00:18:05,630
Now we shall decide it, Callisto.
223
00:18:06,049 --> 00:18:08,359
You and I. Now.
224
00:18:08,720 --> 00:18:12,230
For Cyclops and for the leadership
of the Morlocks.
225
00:18:12,750 --> 00:18:14,680
Storm, are you nuts?
226
00:18:14,990 --> 00:18:19,500
Refuse me and lose
the respect of your tribe. Well?
227
00:18:20,160 --> 00:18:22,680
Use your mutant powers in any way,
228
00:18:23,059 --> 00:18:25,200
a crack of thunder,
the slightest breeze,
229
00:18:25,529 --> 00:18:27,900
and my Morlocks will kill your people.
230
00:18:29,440 --> 00:18:30,609
Agreed.
231
00:18:36,680 --> 00:18:37,609
(STORM GRUNTS)
232
00:18:37,779 --> 00:18:41,470
You're slow, Storm.
Surface life make you soft?
233
00:18:47,119 --> 00:18:48,759
Keep your head, lady.
234
00:19:00,730 --> 00:19:03,690
-You've lost.
-Callisto.
235
00:19:04,140 --> 00:19:05,980
But you shall not die.
236
00:19:07,269 --> 00:19:09,700
Killing is not the X-Men's way.
237
00:19:10,779 --> 00:19:15,029
Morlocks, you no longer need
to live in darkness.
238
00:19:16,450 --> 00:19:21,779
As your leader, I offer you safe haven
at the mansion with the X-Men.
239
00:19:22,559 --> 00:19:24,730
You are outcasts no more.
240
00:19:25,730 --> 00:19:30,559
Our place is down here.
We can't live among normal humans.
241
00:19:31,259 --> 00:19:35,710
When humanity accepts mutantkind,
then we will come to the surface.
242
00:19:36,839 --> 00:19:40,910
When such acceptance is achieved,
I shall return to you.
243
00:19:41,509 --> 00:19:44,119
Until then
Callisto will rule in my place.
244
00:19:51,690 --> 00:19:52,890
(GROANS)
245
00:19:53,950 --> 00:19:57,019
Jean? Did I miss something?
246
00:19:58,119 --> 00:19:59,460
Nothing much...
247
00:19:59,690 --> 00:20:02,470
I never dreamed you had
such beautiful eyes.
248
00:20:08,539 --> 00:20:11,819
CYCLOPS: How's Gambit doing?
XAVIER: Recuperating nicely.
249
00:20:12,309 --> 00:20:15,269
It's almost as miraculous
as your return from the dead.
250
00:20:15,710 --> 00:20:19,579
I take it your date was
sufficiently memorable.
251
00:20:20,150 --> 00:20:22,809
Yeah. Now all we need is a vacation.
252
00:20:23,220 --> 00:20:26,259
Jean tells me you acquitted yourself
well as field commander.
253
00:20:26,720 --> 00:20:28,890
The entire team nearly perished.
254
00:20:29,220 --> 00:20:32,759
But they didn't,
and I think I have you to thank for that.
255
00:20:34,930 --> 00:20:37,970
Wolverine? Jean and I wanted
to thank you for...
256
00:20:40,630 --> 00:20:41,920
He's gone.
257
00:20:41,970 --> 00:20:46,520
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