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NARRATOR: Previously on X-MEN...
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00:00:05,299 --> 00:00:06,530
ROGUE: I don't wanna live
my whole life
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00:00:06,730 --> 00:00:09,570
without knowing what it's like
to touch another human being.
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00:00:10,000 --> 00:00:11,460
GAMBIT: What's wrong, chère?
5
00:00:11,710 --> 00:00:13,580
You know what happens
when I touch somebody!
6
00:00:13,880 --> 00:00:15,310
You wanna end up in the hospital?
7
00:00:15,539 --> 00:00:17,059
Maybe it's worth it, no?
8
00:00:17,309 --> 00:00:19,500
You're not going to like this, but...
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00:00:20,949 --> 00:00:22,239
(COUGHING)
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00:00:23,120 --> 00:00:25,870
Don't worry. I won't tell Jean.
I just hope...
11
00:00:26,289 --> 00:00:27,489
(ROGUE GRUNTS)
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00:00:29,359 --> 00:00:31,670
I absorbed your power
when I touched you.
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00:00:32,030 --> 00:00:33,700
I mean,
how do I turn this darn thing off?
14
00:00:34,229 --> 00:00:37,539
Maybe you just want me
to wake you up with a kiss.
15
00:00:39,429 --> 00:00:40,920
(GAMBIT GROANING)
16
00:00:41,740 --> 00:00:45,490
Some mutants might welcome
the chance to become normal.
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00:00:46,039 --> 00:00:47,740
Yeah? Who?
18
00:00:48,009 --> 00:00:50,090
No deserters in this crowd.
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00:02:03,079 --> 00:02:04,599
(THUNDER CLAPPING)
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00:02:13,189 --> 00:02:15,120
Give me that umbrella, lady.
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(ROARING)
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(SCREAMING)
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You said you had a gift for me.
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00:02:38,719 --> 00:02:42,259
MR. SINISTER:
Yes. One day I will ask for repayment.
25
00:02:42,789 --> 00:02:43,719
Well?
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00:02:43,889 --> 00:02:48,250
Dr. Charles Xavier is no longer
with the X-Men.
27
00:02:48,900 --> 00:02:50,830
I can't believe it!
28
00:02:51,129 --> 00:02:55,379
Like sheep without a shepherd,
they become lambs to the slaughter.
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00:02:56,000 --> 00:02:59,659
Defeat them and
you can reclaim your daughter.
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(MR. SINISTER LAUGHING)
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00:03:26,669 --> 00:03:28,280
(PEOPLE SCREAMING)
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(ALL CLAMORING)
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Nice work, Avalanche, old stick.
Allow me.
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00:03:42,919 --> 00:03:43,819
(SCREECHING)
35
00:03:44,550 --> 00:03:45,889
(MAN SCREAMING)
36
00:03:47,819 --> 00:03:51,360
Oh, boy! Tutti-frutti!
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00:03:55,460 --> 00:03:56,569
(BELCHES)
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00:03:56,759 --> 00:03:58,659
This job ain't half bad!
39
00:04:09,740 --> 00:04:11,759
Storm, Rogue, what do you see?
40
00:04:14,050 --> 00:04:16,769
A fat boy and a pair
of juvenile delinquents.
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00:04:17,180 --> 00:04:19,019
Old buddies from Muir Island.
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CYCLOPS ON RADIO:
We're moving in.
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00:04:20,819 --> 00:04:24,189
Ah-ha! Here come those
tedious teacher's pets.
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00:04:24,689 --> 00:04:26,910
Our job is done. Let's go.
45
00:04:27,259 --> 00:04:31,680
But I want a shot at those X-Geeks.
Money ain't everything, you know.
46
00:04:32,329 --> 00:04:33,379
(AVALANCHE SCREAMS)
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00:04:33,569 --> 00:04:34,910
Suit yourself.
48
00:04:38,970 --> 00:04:41,110
No! You can't have any!
49
00:04:43,810 --> 00:04:45,180
(BLOB LAUGHING)
50
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And I just washed this uniform.
51
00:04:49,120 --> 00:04:51,639
(GASPS) Why is that gal staring at me?
52
00:04:52,990 --> 00:04:54,040
(SCREAMING)
53
00:04:54,220 --> 00:04:56,769
-Rogue! What's the matter?
-Rogue!
54
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You! No!
55
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(PANTING) Get away from me!
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(SCREAMING)
57
00:05:14,740 --> 00:05:16,639
Who, chère? Who'd you see?
58
00:05:18,279 --> 00:05:21,529
-Guess I had one of them flashes.
-Flashes?
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00:05:22,019 --> 00:05:25,329
Last few weeks.
Since the Professor disappeared.
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00:05:25,819 --> 00:05:27,220
Can you remember
what Professor Xavier
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00:05:27,459 --> 00:05:30,069
-was working on with you?
-Not exactly.
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00:05:30,459 --> 00:05:33,040
I know he blocked out
a whole bunch of memories.
63
00:05:34,160 --> 00:05:37,230
Scott, I ran a computer search
on that woman Rogue saw.
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00:05:39,129 --> 00:05:40,829
She really gets around.
65
00:05:42,839 --> 00:05:45,360
CYCLOPS:
It's almost like she wants us to see her.
66
00:05:47,379 --> 00:05:48,959
You remember anything about her?
67
00:05:49,240 --> 00:05:50,139
Uh...
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I don't know.
69
00:05:54,750 --> 00:05:57,939
-Rogue! What is it?
-(GROANING) I'm fine.
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00:05:58,689 --> 00:06:00,329
I just need some air.
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00:06:06,660 --> 00:06:09,120
WOMAN: Can't keep me bottled up
in there forever.
72
00:06:09,500 --> 00:06:11,610
Leave me alone!
73
00:06:13,100 --> 00:06:14,000
(GRUNTS)
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00:06:14,339 --> 00:06:15,740
(COUGHING)
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00:06:18,509 --> 00:06:20,910
Wolverine! I'm sorry!
76
00:06:21,379 --> 00:06:24,339
-WOMAN: Way to go, Rogie-roo!
-Get away!
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00:06:24,779 --> 00:06:25,680
(GRUNTS)
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00:06:26,279 --> 00:06:27,649
(ROGUE GASPS)
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00:06:27,879 --> 00:06:31,779
Careful, chère.
Gambit just trying to help.
80
00:06:33,120 --> 00:06:36,220
Just... Just stay away. All of you!
81
00:06:39,459 --> 00:06:40,480
Jean!
82
00:06:47,800 --> 00:06:48,850
Rogue?
83
00:06:49,540 --> 00:06:50,649
Cyclops!
84
00:06:51,810 --> 00:06:55,319
-I need to talk to...
-Hey, girlfriend, miss me?
85
00:06:56,240 --> 00:06:58,730
Stop haunting me!
86
00:07:03,750 --> 00:07:04,769
Where am I?
87
00:07:04,949 --> 00:07:08,259
WOMAN: In the lower depths
of your mind, where you put me.
88
00:07:08,759 --> 00:07:11,100
I wanted you to see what you had done!
89
00:07:11,459 --> 00:07:14,889
Who are you?
Why are you doing this to me?
90
00:07:15,399 --> 00:07:17,569
You took away my life!
91
00:07:25,009 --> 00:07:26,740
Get away from me!
92
00:07:27,910 --> 00:07:30,430
Calm down, Rogue. Jean's here.
93
00:07:31,410 --> 00:07:33,189
Tell us what's going on.
94
00:07:33,750 --> 00:07:36,680
(IN OTHER WOMAN'S VOICE) What is
this place? Who are you people?
95
00:07:37,120 --> 00:07:39,490
Everything's going to be
all right, Rogue.
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00:07:39,850 --> 00:07:41,779
(NORMAL VOICE) No! Get away!
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00:07:44,490 --> 00:07:46,300
Rogue! Stop it!
98
00:07:49,860 --> 00:07:51,290
(GROANING)
99
00:07:51,529 --> 00:07:53,110
What are you doing?
100
00:07:54,199 --> 00:07:55,689
Get out of my head!
101
00:07:55,939 --> 00:07:57,579
I'm probing her mind.
102
00:07:59,170 --> 00:08:01,339
There's another presence in there.
103
00:08:05,579 --> 00:08:07,100
(ROGUE SCREAMING)
104
00:08:18,259 --> 00:08:21,949
Jean, get Storm to follow her.
We have to be prepared for anything.
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00:08:24,430 --> 00:08:25,829
(THUNDER CLAPPING)
106
00:08:32,940 --> 00:08:36,159
Storm to Cyclops. Rogue is moving
toward the Statue of Liberty.
107
00:08:36,639 --> 00:08:37,950
CYCLOPS ON RADIO: Acknowledged.
108
00:08:40,779 --> 00:08:43,269
(SOBBING) I'm... I'm scared, Storm.
109
00:08:43,679 --> 00:08:45,110
Let us help you.
110
00:08:46,590 --> 00:08:49,340
Only Professor X
could have helped me.
111
00:08:49,759 --> 00:08:52,570
And he's gone now, maybe forever.
112
00:08:52,990 --> 00:08:56,330
Trust us, Rogue.
We shall find a way to help you.
113
00:08:56,830 --> 00:09:00,779
Forget it, Rogue. You're mine now!
114
00:09:01,370 --> 00:09:03,740
-No!
-Rogue, wait!
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Storm to Cyclops.
I had her for a moment, but she fled.
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I am following her.
117
00:09:15,679 --> 00:09:19,110
Come find me, Rogue, I'm inside.
118
00:09:20,019 --> 00:09:21,159
Inside where?
119
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The hospital, where you put me.
120
00:09:24,960 --> 00:09:27,830
Then I'm gonna come down
and shut you up!
121
00:09:36,470 --> 00:09:39,720
Finally, she is ready
to come back to me.
122
00:09:40,210 --> 00:09:42,379
Rogue? Where are you?
123
00:09:43,340 --> 00:09:45,389
Storm! I'm down here!
124
00:09:48,879 --> 00:09:51,460
Thank goodness. I was worried.
125
00:09:51,850 --> 00:09:54,750
Maybe you ought to worry
about yourself.
126
00:10:00,029 --> 00:10:00,990
(GROANS)
127
00:10:01,460 --> 00:10:04,330
I admire your subtlety, Blob.
128
00:10:05,929 --> 00:10:07,509
This is Storm. Code Red!
129
00:10:07,769 --> 00:10:10,110
Report to Midtown Hospital
immediately!
130
00:10:13,039 --> 00:10:16,700
NURSE: This is our Jane Doe.
We call her Sleeping Beauty.
131
00:10:17,240 --> 00:10:21,370
You see this brain activity monitor?
No change since she's been here.
132
00:10:24,850 --> 00:10:26,220
CYCLOPS: What's up?
133
00:10:26,450 --> 00:10:27,590
Revenge!
134
00:10:28,860 --> 00:10:30,120
What the...
135
00:10:33,990 --> 00:10:35,360
You missed us?
136
00:10:37,129 --> 00:10:40,169
You stole something
very important from me.
137
00:10:40,629 --> 00:10:42,879
And now you're going to pay!
138
00:10:45,610 --> 00:10:48,389
Rock and roll, X-Fools!
139
00:10:49,580 --> 00:10:50,840
(AVALANCHE SCREAMS)
140
00:10:51,049 --> 00:10:53,269
Thanks for shutting that jerk up.
141
00:10:53,610 --> 00:10:55,250
We gotta find Storm.
142
00:11:05,659 --> 00:11:07,059
Nice kitty cat.
143
00:11:08,299 --> 00:11:09,700
Keep them busy!
144
00:11:11,100 --> 00:11:13,470
BLOB: Don't gotta ask me twice!
145
00:11:15,039 --> 00:11:16,330
(GROANING)
146
00:11:19,370 --> 00:11:20,419
(AVALANCHE SCREAMS)
147
00:11:23,379 --> 00:11:25,460
Looks like your gut could use a trim!
148
00:11:25,779 --> 00:11:26,710
Huh?
149
00:11:26,879 --> 00:11:28,340
(BLOB LAUGHING)
150
00:11:28,580 --> 00:11:33,179
Is that supposed to hurt?
Eat some sidewalk.
151
00:11:33,850 --> 00:11:35,080
WOLVERINE: Needs salt.
152
00:11:36,860 --> 00:11:40,289
BLOB: Hey, who ordered the hurricane?
153
00:11:48,799 --> 00:11:51,870
They were just a mere distraction.
We must search the hospital.
154
00:11:52,340 --> 00:11:54,419
A shape-shifter is after Rogue.
155
00:11:55,279 --> 00:11:57,419
Why'd you bring me to this hospital?
156
00:11:57,750 --> 00:12:00,590
There ain't nothing
you can show me that... Hey!
157
00:12:09,320 --> 00:12:10,779
Where are you?
158
00:12:11,029 --> 00:12:13,549
Who are you?
What are you doing in my mind?
159
00:12:15,929 --> 00:12:17,190
Now I got...
160
00:12:18,269 --> 00:12:19,909
What's going on here?
161
00:12:20,629 --> 00:12:24,470
Mystique, I ought to knock you
three ways from Sunday!
162
00:12:25,039 --> 00:12:26,649
Why have you been doing this to me?
163
00:12:26,909 --> 00:12:28,279
To get close to her.
164
00:12:28,509 --> 00:12:30,090
To help you remember the past
165
00:12:30,340 --> 00:12:33,090
that Professor Xavier purged
from your memory.
166
00:12:33,509 --> 00:12:35,820
Why do you care
what I know about my past?
167
00:12:36,179 --> 00:12:37,960
Touch me and remember.
168
00:12:42,720 --> 00:12:44,029
(GROANING)
169
00:12:50,830 --> 00:12:52,700
You ever been kissed, girl?
170
00:12:53,669 --> 00:12:55,980
I'm beginning to think I never will be.
171
00:12:56,340 --> 00:12:58,710
ROGUE: Cody! My first boyfriend.
172
00:12:59,070 --> 00:13:01,590
That's when I felt my... My powers.
173
00:13:03,409 --> 00:13:05,960
My own flesh and blood, a mutant!
174
00:13:06,350 --> 00:13:07,899
Daddy, please...
175
00:13:08,149 --> 00:13:11,049
You're a disgrace!
I'm ashamed to be seen with you!
176
00:13:12,419 --> 00:13:15,929
You ain't my daughter. Not anymore.
177
00:13:17,519 --> 00:13:18,570
Daddy.
178
00:13:20,330 --> 00:13:21,409
Daddy.
179
00:13:26,970 --> 00:13:28,399
ROGUE: I had no choice.
180
00:13:29,299 --> 00:13:30,700
I had to leave.
181
00:13:32,139 --> 00:13:34,830
I had no one to turn to until...
182
00:13:36,009 --> 00:13:39,580
You look like you could use a meal
and a hot bath.
183
00:13:40,110 --> 00:13:42,769
ROGUE: You taught me everything
about my mutant powers.
184
00:13:43,179 --> 00:13:44,759
(AVALANCHE SCREAMING)
185
00:13:45,750 --> 00:13:49,059
How I could steal people's memories.
And their powers.
186
00:13:53,860 --> 00:13:55,470
You training me
for what you said would be
187
00:13:55,730 --> 00:13:58,129
the most important day of my life.
188
00:13:59,529 --> 00:14:01,840
I'm lost. Could you help me?
189
00:14:05,570 --> 00:14:07,120
(ALARM SOUNDING)
190
00:14:10,940 --> 00:14:13,720
Initiating takeoff procedure now!
191
00:14:14,919 --> 00:14:16,120
It's Miss Marvel!
192
00:14:16,320 --> 00:14:18,950
That's Ms. Marvel to you, round boy!
193
00:14:26,460 --> 00:14:28,360
MYSTIQUE:
You won't stop me this time!
194
00:14:28,659 --> 00:14:33,169
If my guess is right, my daughter has
a serious surprise for you.
195
00:14:44,409 --> 00:14:45,809
(ROGUE SCREAMING)
196
00:14:47,549 --> 00:14:48,919
(ALARM BEEPING)
197
00:14:53,889 --> 00:14:55,350
MYSTIQUE ON RADIO:
Grab her, Rogue!
198
00:14:58,059 --> 00:14:59,350
(MS. MARVEL GROANS)
199
00:14:59,559 --> 00:15:01,340
What are you doing?
200
00:15:02,860 --> 00:15:06,169
Momma, something's wrong!
I want to let go.
201
00:15:06,799 --> 00:15:09,669
No! Hold on! No matter what!
202
00:15:10,100 --> 00:15:12,269
But something's happening, Momma.
203
00:15:13,169 --> 00:15:14,429
I'm scared!
204
00:15:16,179 --> 00:15:17,879
Don't let go!
205
00:15:18,149 --> 00:15:20,019
(MS. MARVEL GROANING)
206
00:15:34,899 --> 00:15:38,179
Why did I have to hold on, Momma?
It felt bad.
207
00:15:39,000 --> 00:15:40,580
I wonder who she is.
208
00:15:44,399 --> 00:15:48,120
How could you do that to me, Momma?
Didn't I love you enough?
209
00:15:48,679 --> 00:15:50,549
You knew what would happen next.
210
00:15:50,840 --> 00:15:54,710
I had Ms. Marvel's super strength
and her ability to fly, permanently.
211
00:15:55,279 --> 00:15:56,889
But that wasn't all.
212
00:16:00,049 --> 00:16:02,919
I also had her mind trapped inside me.
213
00:16:03,360 --> 00:16:05,090
That's when the spells started.
214
00:16:05,360 --> 00:16:09,960
You stole my powers. You stole my life!
215
00:16:11,399 --> 00:16:12,860
(GROANING)
216
00:16:17,870 --> 00:16:19,919
Rogue, what's wrong?
217
00:16:20,240 --> 00:16:22,669
Nothing, Momma. I'll be all right.
218
00:16:23,480 --> 00:16:24,710
ROGUE: But I wasn't.
219
00:16:24,909 --> 00:16:27,779
For the second time, I had to leave
the place I called home.
220
00:16:28,220 --> 00:16:30,240
And that's when he called out to me.
221
00:16:30,549 --> 00:16:31,720
XAVIER: Mutant.
222
00:16:32,690 --> 00:16:33,799
Mutant.
223
00:16:38,159 --> 00:16:41,669
I feel your pain. Let me help you.
224
00:16:46,169 --> 00:16:49,679
In order for you to heal,
you must forget.
225
00:16:50,200 --> 00:16:53,220
I can't!
What's gonna happen to Ms. Marvel?
226
00:16:53,669 --> 00:16:57,149
I'm sorry, Rogue,
but I cannot return her to her real body.
227
00:16:57,710 --> 00:17:01,169
For now I can only quiet her,
for both your sakes.
228
00:17:02,149 --> 00:17:04,900
That is how I lost you to Xavier.
229
00:17:05,319 --> 00:17:07,750
I swore one day I'd get you back.
230
00:17:08,119 --> 00:17:10,779
Today is that day, my daughter.
231
00:17:11,190 --> 00:17:12,529
You used me!
232
00:17:12,759 --> 00:17:16,039
I was just a weapon for you
against Ms. Marvel!
233
00:17:16,529 --> 00:17:18,309
What's happening to me?
234
00:17:18,599 --> 00:17:20,470
You still have my shape-shifting power.
235
00:17:20,769 --> 00:17:23,700
It will fade soon, but you can't control it.
236
00:17:24,140 --> 00:17:27,799
I'm taking over this mind
and this body.
237
00:17:29,009 --> 00:17:32,200
Finally, Ms. Marvel is reborn!
238
00:17:32,680 --> 00:17:33,970
Where's Rogue?
239
00:17:34,180 --> 00:17:35,109
Chère!
240
00:17:35,279 --> 00:17:37,210
Somebody make her stop!
241
00:17:37,519 --> 00:17:39,160
MYSTIQUE: No! Fight her!
242
00:17:41,559 --> 00:17:42,640
Storm!
243
00:17:43,059 --> 00:17:44,960
STORM: They will not get away!
244
00:17:48,230 --> 00:17:50,750
Cyclops, I cannot catch them!
245
00:17:51,130 --> 00:17:52,500
JEAN: Don't worry, Storm.
246
00:17:52,730 --> 00:17:55,279
I am monitoring all of you
through Cerebro.
247
00:17:56,170 --> 00:17:58,309
You can't catch up with her body,
248
00:17:58,839 --> 00:18:02,589
but, with Cerebro's help,
I can catch up with her mind.
249
00:18:03,140 --> 00:18:06,539
Rogue, let me inside your mind.
250
00:18:07,650 --> 00:18:09,930
Rogue, where are you?
251
00:18:10,619 --> 00:18:13,230
Go away! You have no business here!
252
00:18:14,289 --> 00:18:15,779
Let go of her!
253
00:18:16,019 --> 00:18:18,769
MS. MARVEL: I've been waiting
a long time for this, sister!
254
00:18:24,160 --> 00:18:26,619
This is only happening in my mind.
255
00:18:27,000 --> 00:18:29,339
MS. MARVEL: That's exactly
why it's real.
256
00:18:29,700 --> 00:18:33,799
When I defeat you here,
your mind and body will be mine.
257
00:18:37,980 --> 00:18:42,579
You don't understand.
If you destroy her, you're both finished.
258
00:18:43,450 --> 00:18:45,559
Better to have it end like this!
259
00:18:48,720 --> 00:18:52,440
You took away everything I had,
everything I ever was!
260
00:18:52,990 --> 00:18:55,420
ROGUE: I'm sorry!
I didn't mean to do it.
261
00:18:56,500 --> 00:19:00,809
Sorry doesn't give me back my life!
This ends now!
262
00:19:01,700 --> 00:19:02,660
No!
263
00:19:04,069 --> 00:19:05,589
(SCREAMING) No!
264
00:19:09,839 --> 00:19:10,740
(GRUNTING)
265
00:19:12,910 --> 00:19:16,130
(SOBBING) I'm sorry. I'm so sorry.
266
00:19:20,049 --> 00:19:22,069
JEAN: She left you no choice.
267
00:19:23,119 --> 00:19:24,049
(GASPS)
268
00:19:24,220 --> 00:19:26,849
JEAN: Jean to Cyclops. It's over.
269
00:19:27,259 --> 00:19:28,599
Rogue's okay.
270
00:19:29,700 --> 00:19:31,099
What are you doing?
271
00:19:31,329 --> 00:19:32,589
Sorry, Mystique.
272
00:19:32,799 --> 00:19:35,380
Use your pitiful tricks
on somebody else.
273
00:19:35,769 --> 00:19:37,140
I belong with the X-Men now.
274
00:19:37,369 --> 00:19:39,890
Xavier's gone. Only I can help you.
275
00:19:40,269 --> 00:19:42,789
Only I could ever help you.
276
00:19:43,180 --> 00:19:46,400
You never loved me.
You only cared about my powers.
277
00:19:46,880 --> 00:19:48,839
You made me worse than a killer!
278
00:19:49,150 --> 00:19:53,130
How can you do this to me?
I raised you like my own.
279
00:19:54,049 --> 00:19:57,480
I ain't your daughter, Mystique.
Not anymore.
280
00:20:05,500 --> 00:20:06,400
(WHISTLES)
281
00:20:06,569 --> 00:20:09,940
Well, look at this.
I hope you dress up for me.
282
00:20:10,440 --> 00:20:12,339
I'd like to sometime, Gambit.
283
00:20:12,640 --> 00:20:15,509
But I'm spending today
with an old friend.
284
00:20:24,549 --> 00:20:28,029
A visitor? You know our Jane Doe?
285
00:20:28,559 --> 00:20:32,190
Her name is Carol Danvers.
We were very close.
286
00:20:32,240 --> 00:20:36,790
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