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NARRATOR: Previously on X-Men...
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My psychic abilities have discovered
a creature with more power
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than even you can imagine!
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Do tell.
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FROST: They call her the Phoenix.
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She was the guardian of the
fantastically powerful M'Kraan Crystal.
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The Phoenix flew with the crystal
into the burning heart of the sun!
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The Phoenix destroyed herself?
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No! It lived!
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After depositing the crystal in the sun,
this primal force returned to Earth.
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00:00:34,200 --> 00:00:37,431
XAVIER: Phoenix, why do you still
inhabit Jean's body? Your work is done.
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00:00:37,504 --> 00:00:39,802
You do her harm by remaining!
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FROST: The Phoenix could be
the source of limitless power!
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Tradition demands that such power
be wielded by us, the Inner Circle.
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She's asleep. I'm in her mind.
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You may now enter.
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WYN GARDE: And once
I'm in her mind,
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I can use my power of illusion
to create whatever reality I choose.
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(GRUNTS)
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No! Jean!
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Not Jean. I am Phoenix!
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Good work, my love.
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Thank you, my husband!
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Xavier to Cyclops. Do you read? Over.
Come in. Over.
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His communicator must be down.
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Scott.
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Respond if you sense my presence.
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Who would know
how to block my psychic probe?
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Cerebro, help me break through.
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Cerebro, why can we
not contact the X-Men?
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CEREBRO: Dual barriers,
one human, one electronic.
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Together they are confusing,
impenetrable.
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Keep probing. I need a moment's rest.
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All right, Shaw. You have them.
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00:03:41,955 --> 00:03:44,150
Now what are we
going to do with them?
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Whatever you like, Leland.
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You doubted my work.
Admit it, you were wrong.
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I admit nothing!
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00:03:51,631 --> 00:03:54,691
Why not just dispose of them
and be done with it?
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The mighty X-Men? Are you mad?
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00:03:59,172 --> 00:04:02,198
They'll make nice lab rats,
don't you think?
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Xavier has been trying
to contact the X-Men psychically.
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I blocked the probe, but I don't know
how long I can hold it off.
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If your power fails us,
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(DOOR OPENING)
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We can give the job to someone else.
Jean, my dear.
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- Or should I say, Phoenix?
- Get away from her!
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You cannot escape.
Nor can you hope to be rescued.
49
00:04:29,469 --> 00:04:32,597
The Circle Club is
an impregnable fortress.
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00:04:32,639 --> 00:04:35,233
You X-Men were allowed to enter,
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so that I could have
the pleasure of introducing you
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to the Inner Circle's newest member.
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Jean?
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MERCENARY 1: No one could have
lived through a fall like this.
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MERCENARY 2: Shaw said to bring
back the body.
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MERCENARY 1: Yeah.
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Well, come on.
Let's find an easier way down.
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(WOLVERINE GROWLING)
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MERCENARY 1: Can you see
anything?
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I don't want to have
to go swimming around in there.
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What was that?
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Guess you found the body.
Go on in! The water's fine.
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(MERCENARY 2 SCREAMS)
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(SNIFFING)
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I know what you're thinking, punk.
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Question is, "Can I get Wolverine
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"before he turns me into shish kebab
with those claws?"
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00:05:29,195 --> 00:05:32,323
Well, bub, seeing as how
these claws are adamantium,
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the strongest metal known,
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and can slice through vanadium steel
like a hot knife through butter, buddy,
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you got to ask yourself,
"Do I feel lucky?"
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00:05:43,376 --> 00:05:44,400
(SCREAMS)
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00:05:44,477 --> 00:05:48,777
Now where are the other X-Men?
And you better have an answer.
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00:05:49,248 --> 00:05:50,272
(GROANS)
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We appear to be at
the mercy of our hosts.
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Your power and beauty
are awe-inspiring.
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Look at him,
sniffing after her like a mongrel dog!
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Don't worry, my love.
I can control him, too.
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SHAW: Why don't you freshen up
in here, while I order dinner?
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00:06:16,008 --> 00:06:21,446
You say she loves you, Wyngarde.
Is that real, or just another illusion?
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00:06:21,481 --> 00:06:22,505
(SIGHS)
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00:06:23,149 --> 00:06:24,673
Jealous, Shaw?
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00:06:24,984 --> 00:06:26,076
(LAUGHS MOCKINGLY)
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00:06:26,152 --> 00:06:29,121
Of you and your cheap tricks? Never!
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Would you two geniuses
think for a second?
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00:06:31,958 --> 00:06:35,189
We can't deceive
and control the Phoenix forever.
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00:06:35,261 --> 00:06:39,664
Some day she'll discover the truth,
and turn against the Inner Circle.
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00:06:39,699 --> 00:06:41,997
You worry too much, Ms. Frost.
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You saw how easily
she became one of us.
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Something inside her hungers
for new sensations, yearns to feel.
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I've introduced her to dark emotions
she had never dreamed of!
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She wants more!
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00:06:59,786 --> 00:07:03,051
And you're sure
we can control that power?
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00:07:03,122 --> 00:07:06,387
- I can.
- We'll see.
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00:07:06,692 --> 00:07:09,820
- Bring her back in.
- Order dinner.
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00:07:15,635 --> 00:07:18,832
Where's my Chateau Calamari '59?
97
00:07:19,071 --> 00:07:20,095
(DUMBWAITER DINGS)
98
00:07:20,206 --> 00:07:21,537
Finally!
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00:07:29,348 --> 00:07:30,781
Lousy year.
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00:07:38,024 --> 00:07:39,286
Turkey!
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00:07:40,793 --> 00:07:43,159
Where do these guys
do their shopping?
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00:07:43,196 --> 00:07:46,529
Don't move, mutant, or I'll blast!
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00:07:47,266 --> 00:07:48,290
(MERCENARY SCREAMS)
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00:07:52,772 --> 00:07:55,468
Now to find the fat slob
who dunked me!
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00:07:56,209 --> 00:07:57,233
Uh-oh!
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00:08:01,414 --> 00:08:04,008
Here! Go play pick-up sticks!
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00:08:04,984 --> 00:08:06,008
(ALL GRUNT)
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- To our new queen!
- ALL: Our new queen!
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C YCLOPS: Jean. Jean.
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Thank you.
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Wyngarde! Quickly! Engage her mind!
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C YCLOPS: Jean. Jean.
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Can this dark place be your mind?
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00:08:55,701 --> 00:08:59,569
I thought it was time we ended
our little game, Mr. Summers.
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A duel! No quarter asked, none given!
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My eyes!
What happened to my power?
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00:09:07,914 --> 00:09:08,938
(LAUGHS MOCKINGLY)
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00:09:09,015 --> 00:09:12,610
Your mutant powers won't work here.
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You're in my world now.
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A mental arena of my creating.
Inside Jean's mind.
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00:09:21,661 --> 00:09:23,754
Jean, talk to me!
122
00:09:24,630 --> 00:09:26,257
What is this?
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My world, my rules,
my choice of weapons.
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Peasant!
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You can't fight a whole world,
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you pathetic little ex-X-Man.
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(C YCLOPS SCREAMS)
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(WYNGARDE LAUGHS)
129
00:10:07,373 --> 00:10:11,537
Don't go so soon. It's very rude.
130
00:10:18,851 --> 00:10:21,411
Stop your illusions
and fight like a man!
131
00:10:21,454 --> 00:10:25,015
It's not me that's doing it,
you blind fool!
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Jean's own mind is helping me
to destroy you.
133
00:10:28,928 --> 00:10:30,896
No, I don't believe it!
134
00:10:36,502 --> 00:10:38,299
You did this to her!
135
00:10:41,273 --> 00:10:42,638
Wyngarde!
136
00:10:44,310 --> 00:10:48,337
- Jean, I've come to free you!
- I've already been freed.
137
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Set free from the constraints
of sympathy and morality
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that bind ordinary human beings.
139
00:10:54,520 --> 00:10:58,547
The Phoenix force inside me
aches for sensation.
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00:10:58,624 --> 00:11:01,593
Jason Wyngarde
has shown us the way.
141
00:11:01,661 --> 00:11:04,255
Can't you see it all around you?
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There's only darkness.
143
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This is not your mind!
Wyngarde is deceiving you!
144
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(PHOENIX LAUGHS)
145
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The dark joy of destruction!
146
00:11:16,509 --> 00:11:19,967
The end of Scott Summers!
147
00:11:25,051 --> 00:11:26,075
(C YCLOPS GRUNTS)
148
00:11:31,724 --> 00:11:32,884
What?
149
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- No!
- BEAST: My friend, what's wrong?
150
00:11:40,599 --> 00:11:41,793
ROGUE: Scott!
151
00:11:42,868 --> 00:11:44,426
Is he alive?
152
00:11:44,470 --> 00:11:48,304
When the mind is destroyed,
the body cannot live.
153
00:11:48,374 --> 00:11:51,502
As my loving new bride
has helped to demonstrate.
154
00:11:51,577 --> 00:11:53,636
Yes, my queen.
155
00:11:54,080 --> 00:11:57,481
You are everything
I had hoped you to be.
156
00:11:58,517 --> 00:12:00,883
(C YCLOPS GROANING)
157
00:12:04,490 --> 00:12:06,685
Cyclops lives!
158
00:12:07,893 --> 00:12:09,383
How could he have survived the shock
159
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of the destruction
of his psychic image?
160
00:12:11,764 --> 00:12:13,254
I must know!
161
00:12:15,367 --> 00:12:19,098
He's still psychically connected
to Jean Grey!
162
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That's why he lives!
163
00:12:22,074 --> 00:12:27,740
So, Wyngarde, your powers over
our guest are less than absolute.
164
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They are sufficient.
Test them, if you doubt me.
165
00:12:32,017 --> 00:12:37,614
Agreed. I offer you the pleasure
of annihilating this useless X-Man.
166
00:12:37,656 --> 00:12:39,624
Do not do it!
167
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- I don't want...
- For me...
168
00:12:43,262 --> 00:12:46,095
Correction. For the Inner Circle.
169
00:12:46,165 --> 00:12:49,032
For new sensations, my love.
170
00:12:49,468 --> 00:12:54,064
PHOENIX: For this new sensation,
the rapture of destruction,
171
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for the pleasure of the Phoenix!
The unbound joy of evil!
172
00:13:00,813 --> 00:13:03,748
Leland! You unmitigated fool!
173
00:13:03,816 --> 00:13:06,580
You swore to me
that Wolverine had drowned.
174
00:13:06,652 --> 00:13:08,347
Here's Johnny!
175
00:13:08,420 --> 00:13:10,547
WYNGARDE: Stop him! Now!
176
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(WOLVERINE SCREAMING)
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(GRUNTS)
178
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Get up, Wolverine!
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00:13:21,901 --> 00:13:24,096
WYNGARDE: You see, Sebastian.
180
00:13:24,136 --> 00:13:29,233
Our new queen is more powerful than
the rest of the Inner Circle combined!
181
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And I control her.
182
00:13:31,811 --> 00:13:37,579
Will you yield your place as chairman
or do I have to take it?
183
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Don't make me laugh.
184
00:13:39,618 --> 00:13:41,643
The Inner Circle will never
follow a mutant
185
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whose only power is circus trickery!
Leland!
186
00:13:45,257 --> 00:13:48,818
You've called me a fool once too often.
187
00:13:50,629 --> 00:13:51,687
Pierce?
188
00:13:51,764 --> 00:13:55,894
What Wyngarde says
about our new queen's power is true.
189
00:14:01,073 --> 00:14:03,940
Will you turn against me, too, Emma?
190
00:14:04,009 --> 00:14:08,673
You wanted a new queen.
Now you have her.
191
00:14:10,816 --> 00:14:13,785
You think you people
can get away with this?
192
00:14:13,853 --> 00:14:16,344
I'll destroy you all!
193
00:14:24,296 --> 00:14:27,390
JEAN: Wolverine, you're supposed
to be resting.
194
00:14:27,466 --> 00:14:29,764
Even you can't heal this fast?
195
00:14:30,569 --> 00:14:32,366
Don't bet on it, Redd.
196
00:14:32,404 --> 00:14:34,201
Sabretooth nearly killed you.
197
00:14:34,273 --> 00:14:36,400
Someday I'll learn
not to let my guard down.
198
00:14:36,475 --> 00:14:37,499
(GROANS)
199
00:14:37,543 --> 00:14:38,771
Oh, no!
200
00:14:40,379 --> 00:14:44,713
- Jean?
- I've got to go.
201
00:14:45,751 --> 00:14:47,480
Cyclops is waiting for me.
202
00:14:47,553 --> 00:14:48,850
So am I.
203
00:14:50,155 --> 00:14:51,383
Oh, no!
204
00:14:52,157 --> 00:14:53,385
Logan!
205
00:14:55,628 --> 00:14:57,391
What have I done?
206
00:14:57,429 --> 00:14:59,954
What have I let
the Phoenix do to Scott?
207
00:14:59,999 --> 00:15:04,333
My queen,
I have a more important job for you.
208
00:15:04,870 --> 00:15:07,896
Destroy Sebastian Shaw!
209
00:15:08,107 --> 00:15:09,836
Now wait a minute!
210
00:15:10,309 --> 00:15:12,675
(PHOENIX LAUGHS MANIACALLY)
211
00:15:13,279 --> 00:15:16,339
Wyngarde, you've lost
your hold over her!
212
00:15:16,415 --> 00:15:17,746
No, I couldn't have!
213
00:15:17,816 --> 00:15:21,843
No one can control
the power of the Phoenix.
214
00:15:21,887 --> 00:15:24,082
(C YCLOPS GROANING)
215
00:15:24,723 --> 00:15:26,748
Jean, it's you.
216
00:15:27,693 --> 00:15:29,854
Talk to me! Help me!
217
00:15:31,931 --> 00:15:37,130
PHOENIX: I tire of your squabbling.
Amuse yourselves.
218
00:15:43,809 --> 00:15:45,709
(LELAND SCREAMING)
219
00:15:47,880 --> 00:15:51,839
I need no help from a woman
to destroy the X-Men.
220
00:15:51,917 --> 00:15:57,048
I can absorb all their powers.
Go ahead. Try it.
221
00:15:57,756 --> 00:15:58,780
(SHAW SCREAMS)
222
00:16:01,560 --> 00:16:04,620
Thanks, mon ami.
Leave the others to Gambit.
223
00:16:04,663 --> 00:16:06,654
I'll hang on to this one.
224
00:16:06,799 --> 00:16:07,823
(GAMBIT GRUNTS)
225
00:16:11,937 --> 00:16:13,495
She play rough!
226
00:16:13,839 --> 00:16:15,898
(ROGUE GRUNTING)
227
00:16:18,911 --> 00:16:20,708
You're half bronco!
228
00:16:22,982 --> 00:16:24,347
Stop them!
229
00:16:25,985 --> 00:16:27,452
What in the world?
230
00:16:27,486 --> 00:16:28,510
(ROGUE GRUNTS)
231
00:16:30,356 --> 00:16:34,190
I'll get my queen. I can still control her.
232
00:16:49,875 --> 00:16:54,744
Winds, rise and sweep
the thorns from our path!
233
00:16:56,982 --> 00:16:58,916
(MERCENARIES SCREAMING)
234
00:17:01,487 --> 00:17:04,422
People, mop up in here.
I have to find Jean.
235
00:17:06,658 --> 00:17:11,095
Forgive me, Mr. Shaw,
for dropping in uninvited.
236
00:17:11,163 --> 00:17:14,462
There's the fat pig
who dumped me in the sewer.
237
00:17:14,533 --> 00:17:18,196
- Let's dance.
- Keep away! Uh-oh!
238
00:17:21,774 --> 00:17:23,298
SHAW: Stop it!
239
00:17:23,375 --> 00:17:26,435
You cannot absorb
what is not focused upon you.
240
00:17:26,478 --> 00:17:28,878
Clever, but ineffective.
241
00:17:28,914 --> 00:17:32,680
My mutant power absorbs
the energy you use against me.
242
00:17:36,422 --> 00:17:39,653
The Inner Circle is
not so easily defeated!
243
00:17:39,691 --> 00:17:43,559
Ice, snow, vent your fury!
244
00:17:43,762 --> 00:17:47,198
(STUTTERING) You can't do this to me!
245
00:17:50,169 --> 00:17:51,659
(PEOPLE CLAMORING)
246
00:17:51,703 --> 00:17:53,466
FROST: Get out of my way!
247
00:17:59,878 --> 00:18:03,041
Jean? Jean, where are you?
248
00:18:05,350 --> 00:18:09,309
Lowlifes, pretenders! I'll show you!
249
00:18:10,122 --> 00:18:11,146
(STORM GRUNTS)
250
00:18:14,560 --> 00:18:17,825
No one can defeat Sebastian Shaw.
251
00:18:22,067 --> 00:18:25,559
You couldn't manage a heat wave,
by any chance?
252
00:18:37,216 --> 00:18:39,241
Thanks for the hand, sugar!
253
00:18:39,284 --> 00:18:43,015
I bet these cybernetic things cost
an arm and a leg.
254
00:18:49,027 --> 00:18:50,460
This way!
255
00:18:50,496 --> 00:18:53,124
We've lost because of
Wyngarde's incompetence!
256
00:18:53,165 --> 00:18:58,762
But the Inner Circle lives.
We will get our revenge.
257
00:19:04,977 --> 00:19:09,141
GAMBIT: Look like the hotshot
Inner Circle high-tailed it out of here.
258
00:19:09,181 --> 00:19:11,445
But where's Jean and Cyclops?
259
00:19:16,388 --> 00:19:19,653
My dearest, you have succumbed
to your nightmare again, my darling.
260
00:19:19,725 --> 00:19:20,749
But fear not.
261
00:19:20,792 --> 00:19:24,228
I have come to rescue you,
to take you back to your real life.
262
00:19:24,263 --> 00:19:26,788
To our life together.
263
00:19:28,033 --> 00:19:33,198
Your pathetic attempt to use me
has opened my eyes!
264
00:19:33,972 --> 00:19:37,806
No! Please! I cared for you! I...
265
00:19:39,912 --> 00:19:43,678
You had me do evil to gain you power.
266
00:19:43,715 --> 00:19:47,310
But through this body,
I felt the thrill of that evil.
267
00:19:47,386 --> 00:19:50,685
Now I thirst for more!
268
00:19:51,723 --> 00:19:53,247
(CHOKING)
269
00:19:53,659 --> 00:19:57,254
I am too powerful for your illusions.
270
00:19:58,130 --> 00:20:02,760
Let the world see
how truly ugly you are.
271
00:20:03,735 --> 00:20:08,604
Would you like to see me as I truly am,
272
00:20:09,141 --> 00:20:11,371
my love?
273
00:20:20,018 --> 00:20:22,111
Jean? Jean?
274
00:20:23,522 --> 00:20:27,549
The mortal Jean Grey is no more.
275
00:20:27,593 --> 00:20:31,188
I am fire made flesh!
276
00:20:31,230 --> 00:20:33,630
Power incarnate!
277
00:20:33,665 --> 00:20:37,999
I am the Dark Phoenix!
278
00:20:38,470 --> 00:20:41,098
Jean? No!
279
00:20:41,148 --> 00:20:45,698
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