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(Pages flipping)

POLAND, 1944

(Rain falling, people shouting)

(Guards shouting orders)

(Boy crying)

(Mother shouting)

(Boy screaming)

(Gate creaking)

(Thunder in distance)

Westchester, New York 1944

(Clock ticking)

(Plates rattling)

Mother, what are you...

I thought you were a burglar.

I didn't mean to scare you darling,
I was just getting a snack.

Go back to bed.

What's the matter?

Go on, back to bed.

I'll make you a hot chocolate.

Who are you?

And what have you done with my mother?

(Charles' Mentally speaking)
**My mother has never set foot
in this kitchen in her life.**

**And she certainly wouldn't have made me
hot chocolate.**

**Unless she kept ordering me to do it.**

You're not scared of me?

I always believed I couldn't be the
only one in the world.

The only person who is...

...different.

And here you are,
Charles Xavier.

Raven.

You're hungry, and alone?

Take whatever you want.

We've got lots of food,
you don't have to steal.

In fact...

...you never have to steal again.

(Music playing on Victrola)

Understand this, Eric.

These Nazi's I'm not like them.

Genes are the key, yes?

But their goals?

Blue eyes, Blonde hair, pathetic.

Mmm.

Eat the chocolate.

It's good.

Want some?

I want to see my mama.

Genes are the keys that unlocks
the door to a new age, Erik.

A new future for mankind.

Evolution.

You know what I'm talking about?

It's a simple thing I ask of you.

A little coin is nothing compared to a big gate.

Is it.

Yes.

I've tried, Herr Doctor.

I can't...I don't...

It's impossible.

The only thing I can say for the Nazi's.
is their methods seem to produce results.

(Shaw making tsking sounds)

I'm sorry, Erik.

(Bell rings)

Mama.

My darling.
(Door slams)

How are you?

Here's what we're going to do.

I'm going to count to three.

And you're going to move the coin.

You don't move the coin,
I pull the trigger.

Understand?

One.

Mama.

You can do it.

Two.

Everything is good.

(Panting)

Mother: Everything is good.

Everything is good.

Three.

(Gun shot)
(Bullet casing rattles on desk)

(Metal groaning)

Yes, wonderful!

(Roars with rage)

Excellent.

(Metal rattling)

Noooo.

(Starts crying)

(Quietly sobbing)

Outstanding, Erik.

So we unlocked your gift with anger.

Anger and pain.

Shaw: You and me.

We're going to have a lot of fun together.

Geneva, Switzerland - 1962

Oxford University, England

Hetro-chromia.

A gentlemen would at least offer
to buy me a drink first.

(Chuckles) Newman, a pint of bitter for me
and a brandy for the lady, please.

- How did you know that?
- Lucky guess.

The name's, Xavier,
Charles Xavier.

- How do you do...
- Amy.

Hetrochromia, is in reference to your eyes,

which I have to say are stunning.

One green, one blue. It's a mutation.

It's a very groovy mutation.

I've got news for you, Amy.
You are a mutant.

First you proposition a girl,
and then you call her, deformed.

How is that seduction tactic working for you?

I'll tell you in the morning.

No, seriously though, you mustn�t knock it.

Mutation's go from single cell organisms

to being the dominate form of
reproductive life, on this planet.

Infinite forms of variations with each generation.

All through, mutation.

Then let's reclaim that word.

- Mutant, and proud.
- Chin, chin, hey.

Hi, I guess I have to buy my own drink.

I'm sorry, one cola.

Charles here was just telling me that I'm

like one of the first sea creatures that grew legs.

Tiny bit sexier.

I'm sorry, this is my sister, Raven.

-Hi, Amy.
-And what do you study?

- Waitressing.
- Aah.

Oh look, you have hetero-chromia too!

- Say, what?
- Look at her eye..

(Clears throat)
Right, Raven get your coat please.

Charles: Don't talk to me, you did
that on purpose.

- Raven: I did not!
- Charles: Yes you did!

Raven: Why would I do it on purpose?
You know I can't control it sometimes.

- Raven: When I'm stressed or tired..
- Charles: You seem to be doing a perfectly
good job right now.

"Mutant and proud"

Why is it always the pretty mutations,
or invisible ones like yours.

If you're a freak, better hide.

You're being ridiculous!

Look, I don't mean to
sound like an old fart.

- Which you are.
- Sometimes, but we've talked about this, Raven.

A small slip up is one thing.
A big one does not bear thinking about.

"Mutant and proud"

"Mutant and proud"?

If only...

- Would you date me?
- Of course I would.

Any young man would be lucky to have you.

- You're stunning!
- Looking like this?

Like, you...what?

Blue?

- You're my oldest friend.
- I'm your only friend.

Thank you for that.

Well?

I'm incapable of thinking of you that way,
You...I feel responsible for you.

Anything else would just feel...wrong.

- But what if you didn't know me?
- Unfortunately I do know you.

I don't know what's got into you lately?
You're awfully concerned with your looks.

I'm sleepy.
Will you read to me?

I can't, I have my thesis coming up, I have to study.

Well fine, read about your thesis
it always sends me right off.

To Homo neanderthalensis,
his mutant cousin Homo sapiens,

was an aberration.

Charles: Peaceful co-habitation, if ever it existed,

was short lived.

Records show, without exception that the
arrival of the mutated human species

in any region was followed by the immediate
extinction of their less evolved kin.

Man: Possession of this gold is illegal.

I should inform the police.

Let's not play this game.

Where did you get it?

A friend.

He recommended your bank, most highly.

Man: I see.

Do you know our terms, sir?

Yes.

And you should know mine.

This gold is what remains of my people.

Melted from their possessions.

Torn from their teeth.

And you're going to help me find
the bastards responsible for it.

(Tsking)

Don't touch that alarm.

I want Schmidt.

Klaus Schmidt.

Where is he?

Out clients don't provide addresses.
We're not...

Not that sort of bank?

Metal fillings, eh?

Not gold.

Worried someone might steal them?

Argentina!
Schmidt is in Argentina!

Villa Gesell.
Please, please!

(Panting hard)

Thank you.

I would love to kill you.

So, mark my words.

If you warn anyone I'm coming,

I will find you.

Las Vegas, Nevada

Lavene: Another day at the office.

Moira: Is that Colonel Hendry?

- Lavene: The NATO guy?
- Yeah.

Lavene: Yes it is.

Lavene: 'Cause that's three mob bosses,,

the Italian ambassador
and the CEO of Lockheed.

They can't all be communists.
This Hellfire club's gotta be something else.

(Lavene laughs)

Lavene: Do you see that?
Hello, girls!

Lavene: Wow, very nice.

Wha...what are you doing?

Here's things that the CIA didn't give me.

Stay put.

- Colonel Hendry?
- Yes, ma'am.

Emma Frost,
Sebastian Shaw's associate.

And where is, Mr. Shaw?

We're having a party, and here's the entertainment.
Come with me.

(Palisades Park by Freddy Cannon )

*Down, like a roller coaster*

*Back like a loop-the-loop*

*And around like a merry-go-round*

*We ate and ate at a hot dog stand*

*We danced around to a rockin' band*

*And when I could, I gave that girl a hug*

*In the tunnel of love*

*You'll never know how great a kiss can feel*

*When you stop at the top of a Ferris wheel*

*When I fell in love, down at Palisades Park*

Man: Hello beautiful, how are you?

Hey baby, you want to find a quiet place?

I'm so sorry.
I've been booked by Colonel Hendry.

Excuse me.

*We ate and ate at a hot dog stand*

*We danced around to a rockin' band*

*And when I could, I gave that girl a hug*

*In the tunnel of love*

*You'll never know how great a kiss can feel*

*When you stop at the....*

(Music playing on record player)

- Are you sure we can't get you a refill, Bob?
- Bob: No.

So, I hear you blocked the proposal to position
Jupiter missiles in Turkey.

- I expect you'll reconsider.
- Bob: We've had this conversation.

You put our nukes in Turkey,
or anywhere that close to Russia,

and you're looking at war.
Nuclear war.

(Click and whirling sound)

I don't ask for favors, Colonel.
I express my expectations.

So, let me say it again.
I expect you'll reconsider.

The only thing I will reconsider,
is having another glass of that delicious champagne.

(Sound of wind whistling)

Bob: What the hell did you put in my drink?

(Grunts, loud thud)

Frost: **You're thinking of running, hiding?
We'd find you, Hendry.**

**There's not a fortress in the world
that could keep us out.**

Shaw: Magnificent, isn't she, Bob?

Genetic mutation, the evolution of a human genome.

Where's Azazel?

(High pitched whistle)

Shaw: Ah, we don't want
the Colonel to be late.

Come here.

Man: Missiles in Turkey send a very clear message.

We ever decided to fire them,

the Russian early warning system won't
even have time to kick in.

McCone: This better be important, MacTaggert

Whoa, whoa, whoa, slow down.

You smoking them funny cigarettes?
People don't disappear.

Colonel Hendry was there.
He was there McCone, in the Hellfire club.

Colonel Hendry?

I agree with you, General.
I've reconsidered my position.

And I now believe that we should put
Jupiter Missiles in Turkey.

Colonel Hendry is here.

So, unless he magically traveled
3,000 miles in the last ten minutes,

Listen to me, I suggest that you stop
wasting my time.

Looks like Hendry wants to start
World War III.

I have better things to deal with right now, MacTaggert.

Sir, I...!

Have you lost your mind?

So, now what?

We find an expert on Genetic Mutation.

Man announcing:
Professor of genetics,
Charles Francis Xavier.

Raven: So, how does it feel to be a professor?

Charles: Well, don't call me that. You don't get to be called a
Professor until you actually have a teaching position.

- Raven: I know, but it suits you.
- Charles: No, don't say that, do say
"Lets go have a drink".

- Raven: Let's go have a drink.
- Charles: Wonderful!

Villa Gesell, Argentina

- Good evening, my friends!
- Good evening!

- Hot, no?
- Yes...

One beer, please.

(Glass filling)

German beer.

Of course.

Yes, it's Bitburger.
You like it?

The best.

What brings you to Argentina?

The climate, I'm a pig farmer.

Tailor, since I was a boy.

My father made the finest
suits in D�sseldorf.

My parents were from D�sseldorf.

- Ah.
- Yeah.

What was their name?

They didn't have a name.

It was taken away from them.

By pig farmers,...
(Glass clinks)

...and tailors.
(Glass clinks)

Erik: Blood and honor.

Which would you care to shed first?

We were under orders.

Blood then.

(Screams in pain)

Freeze, asshole.

Tailor: Come on, shoot.

(Screams)

(Whimpers in pain)

Who...what are you?

Let's just say I'm Frankenstein's monster.

I'm looking for my creator.

Crowd chanting: Drink, drink, drink!

(Crowd cheers)

(Triumphantly roars)

(Laughs)

Oh, I'm so proud of you.

I need another drink, and you
need another cola.

- Congratulations, Professor!
- Thank you very much, it's much harder than it looks, actually..

- No, on your presentation.
- You knew my presentation?

How nice of you, thank you very much.

- Moira MacTaggert.
- Charles Xavier.

Do you have a minute?

For a pretty little beam with a
mutated MCR-1 gene, I have five.

I say, MCR-1, you would say,
golden hair.

It's a mutation, it's a very groovy mutation.

Mutation you know, took us from single
celled organisms,

to the dominate form...

You know what, this routine may go over great
with the co-eds, but I'm here on business.

- What?
- I really need your help.

All right.

The kind of mutations that you were
talking about in your thesis.

I need to know if they may have already happened.

In people alive today.

(No sound)

Professor?

I think we should just talk when you're sober.

Do you have any time tomorrow?

Something tells me, you already know
the answer to your question.

This is very important to me.

And if I can help you, I will do my utmost.

Thank you.

Miami, Florida

- Shaw: Still drinking champagne, Bob?
- Bob: I will pass.

Okay, well so much for the pleasantries.

I was wondering, who you told
about our little arrangement?

No one.

- He's telling the truth.
- Shaw: Good.

Well I guess we're done here.
Let's wrap things up, shall we?

Bob: Well I knew better than to trust you.

Now you let me walk out of here
with my money.

Or I will pull this pin and we all die.

Go ahead, pull it.

I'll do it, I swear to god.

No you won't.

But I will.

You're one of them?

Shaw: Very astute of you, Colonel Hendry.
You want to guess what I can do?

I've got the power to absorb energy.
It keeps me young.

That's the boring part.

The fun stuff is what I can do with it
once I got it.

CIA HEADQUARTERS, LANGLEY, VIRGINIA
The advent of the nuclear age,
may have accelerated the mutation process.

may have accelerated the mutation process.

Individual's with extraordinary abilities may
already be among us.

Thank you very much.

MacTaggert, you really think that some crackpot scientist,

is going to make me believe in sparkly dames
and vanishing men?

You just brought yourself a one way ticket
back to the typing pool.

This meeting is over.

Uh, please sit down agent, MacTaggert.

I didn't really expect you to believe me.

Given that all you could think about during my presentation,

was what sort of pie they were serving in the commissary.

It's apple pecan.

I haven't been entirely honest with you, luv, I'm sorry.

You see, one of the many spectacular things my
mutation allows me to do.

Is that I can read your mind.

I've seen this before in a magic show.

Are you going to ask us to think of a number
between one and ten now?

No, Agent Stryker.

Although I could ask you about your son William who
you were thinking about,

which is very nice.

But I think I'd rather ask you
about the Jupiter...

...missiles America are currently placing in Turkey.

He's a goddamn spy!
You brought a goddamn spy!

I did not, I would never bring one here!

How's that for a magic trick?

Best I've ever seen.

I want them out of here.

And lock down until I can figure out
what to do.

My facility is off site. I'll take them.

I can't believe this.

You'd think the director of the CIA
would have a little more composure.

We should be going after Shaw right now, but...

...instead he's up there worrying about the wrong mutants.

What are we doing to do, Lavene?

Lavene?
Lavene, what's wrong with you?

Charles: **Absolutely nothing, I've just frozen him for the
moment because I'd like to talk to you.**

**It's good, isn't it?**

**I'm as interested in this,
Sebastian Shaw as you are,**

**...and if you still want my help, meet me on
the third floor of the parking garage.**

Man in Black: I've always known that
there were people like you out there.

I've been the laughing stock of this agency
for years but I knew it.

You're going to love my facility.

- Charles: That's going to have to wait.
- Man in Black: Why?

Agent MacTaggert has to lead us to Sebastian Shaw,

and if we don't move now apparently
we're going to loose him.

What?

Not only can he read minds,
he can communicate with them as well.

Moria and I have just had a lovely conversation.

- Yes, we did.
- That is incredible!

(Charles chuckles)

But I cannot take you anywhere else,
without permission from upstairs.

- Would you like to see one more magic trick?
- Okay.

- Get in the car.
- Good idea.

Herr Doctor...

Little Erik Lehnsherr.

He's here to kill you.

(Screeching sound)

What kind of greeting is that?

...after all these years.

(Gun shot)

Emma... (tsking sound)

We don't harm our own kind.

(Boat horn blaring)

Shaw: Ah, now it's a party.

(Man on bullhorn) This is the US Coast guard.
Do not attempt to move your vessel.

Stay where you are.

They have a telepath.

I've lost, Shaw!

I've lost, I've lost, Shaw.

There, there's something blocking me.
This has never happened to me before.

I think there's someone like
me on that ship.

- Like you?
- I'm sorry, a telepath.

This is incredible, I can actually feel
her inside my mind.

I'm very sorry, but I don't think I'm
going to be much help to you tonight.

You're on your own.

(Winds whistling)

- Oh my god.
- Moria: Jesus.

Man in Black: Get inside.

(Chains rattle)

Stop, stop, stop!

Charles!
You okay?

There's someone else out there.

There!

(Anchor creaks)

Time to go.

Charles: Let go!

Charles: You got to let it go!

You've got help him...there's
someone in the water, help him!

Let it go!
You have to let it go!

Charles: **You can't, you'll drown.
You have to let go.**

**I know what this means to you
but you're going to die.**

**Please, Erik, calm your mind.**

Erik: Get off of me, get off!

Calm down, please.
We're here!

- Who are you?
- My name's Charles Xavier.

You were in my head.

How did you do that?

You have your tricks, I have mine.

I'm like you, just calm your mind.

- I thought I was alone.
- You're not alone.

Erik, you're not alone.

Covert CIA Research Base

Man in Black: Welcome to my facility.

My mission has been to investigate the

application of paranormal powers
for military defense.

Or offense.

This guy, Shaw, Schmidt, whatever
you want to call him.

He's working with the Russians.

We might need your help to stop him.

Marvelous.

So we're to be the CIA's new
mutant division, yes?

Something like that.

Hank: It's a supersonic. The most
advanced plane ever built.

You should see it in real life.
It's incredible.

Hank, these are the special new recruits I
was telling you about.

This is, Hank McCoy,

One of our most talented young researchers.

How wonderful, another mutant.
Already here.

- Why didn't you say?
- Say what?

Because you don't know.

I am so, so terribly sorry!

Hank?

You didn't ask, so I didn't tell.

So your mutation's what?
You're super smart?

Charles: I'll say, Hank here graduated
honors at the age of fifteen.

I wish that's all it was.

You're among friends now, Hank.
You could show off.

(Charles laughs with joy)

Splendid.

- Sorry.
- Charles: Yes, yes.

(All laugh)

- You're amazing.
- Really?

TV Announcer: The presence of U.S. missiles in Turkey
represents an unprecedented threat

to the people of the Soviet Union.

Warned Russian Mister Gromeko, earlier today

But he was quick to insist the Russians
would not be the first to initiate any military action.

Yeah, we'll fix that as soon as
we get to Russia.

- Unless the CIA finds us first.
- I'll take care of them too.

If that telepath gets inside your head,
he won't be as much fun as I am.

Already in hand, my love.

Shaw: The Russians...

...made me this.

So, what am I thinking?

I don't know.

I was thinking that you are the most exquisite
thing I've ever seen in my life.

And that this needs ice.
(Taps glass)

Shaw: Fetch me some.

There's a good girl.

(Radar pinging)

Hank: I...I promised myself I'd find a cure.
Ever since I was a little boy.

You have no idea what I'd give to feel...

- ...normal.
- Normal.

Charles has never understood.

He's different, but he's never had to hide.

Hank this serum that you're making,
it doesn't affect abilities, right?

Just appearance.
Normalizes it.

Yeah.

Do you think it would work on me?

I can look into it, if you'd like.

That's the least I can do after asking you to
come down here with such a weird request.

I have to admit,

usually when guys ask me out they're
not after my blood.

S..sorry, I didn't intend to be forward.
I was just...I was excited.

You know, the nature of your mutation.

If any genes hold the key to changing appearance,
it's yours.

Hank, you aren't being forward,
that's kinda what I meant.

- No, but I'm just sorry if you thought I was.
- And I'm sorry that you weren't.

Go ahead, take the blood.

Sorry, did I hurt you?

Kinky!

By the way, if I looked like you,
I wouldn't change a thing.

Charles: What I know about you, I'm surprised
you've managed to stay this long.

- What do you know about me?
- Everything.

Then you know to stay out of my head.

I'm sorry Erik, but I've seen what
Shaw did to you.

I felt your agony.

I can help you.

(Tiredly exhales)

I don't need your help.

Charles: Don't kid yourself.
You needed my help last night.

It's not just me you're walking away from.

Here you have the chance to be part of
something much bigger than yourself.

I won't stop you leaving, I could.

But I won't.

Charles: Shaw's got friends.

Charles: You could do with some.

Man in Black: Hank turned that
radar installation into a transmitter.

It's designed to amplify brain waves,

...so it could enhance your telepathic powers.

Help us find other mutants for our division.

What if they don't want to be found by you?

Erik.

You decided to stay.

If a new species is being discovered,
it should be by its own kind.

Charles and I find the mutants,
no suits.

First of all, that's my machine out there.

Second of all, and much more importantly,

this is Charles' decision.

Charles is fine with the CIA being involved.
Isn't that right?

No, I'm sorry but, I'm with Erik.

Charles: We'll find them alone.

What if I say no?

Then good luck using your installation without me.

Hank: I call it, Cerebro.

- Charles: Isn't that Spanish for "brain"?
- Hank: Yes.

Okay so, the electrodes connect
Charles to the transmitter on the roof.

And picks up a mutant.

His brain sends a signal through a relay.

And then the co-ordinates of their
location are printed out here.

- You designed this?
- Yeah.

- What an adorable lab rat you make, Charles.
- Don't spoil this for me, Erik.

I've been a lab rat, I know one when I see one.

Okay, right...

- Are you sure we can't shave your head?
- Don't touch my hair.

(Computer clicking and whirling)

(Gasps)

(Pants)

(Laughs)

It's working!

(Laughs with joy)

*60's dance music*

With that Daddy-O, you get a private dance.

(Glasses ring)
You cat's know it's double for both, right?

No, that won't be necessary.
although I'm sure we...

We were thinking, we'll show you ours,

...if you show us yours.

Baby, that is not the way it works around here.

- More tea, Vicar?
- Charles: Don't mind if I do.

My turn.

(Wings fluttering)

How would you like a job, where you
get to keep your clothes on?

- Where to fellas?
- Richmond, Virginia.

Right, so you want the airport, the station, what?

No we were rather hoping you would
take us all the way.

That's a six hour drive.

That will give us plenty of time to talk.

Prison warden: What the hell does the government want
with a guy like, Alex Summers?

I hope you're not planning on putting him with others.

First guy I ever met who actually
prefers solitary confinement.

- Sean: Crazy, huh?
- Girl: What?

Sean: You like fish, I like fish too.

Maybe we should get a bite
some time and talk about it.

I'd rather go out with the fish.

These fish?

- Excuse me I'm Erik Lehnsherr.
- Charles Xavier.

Go fuck yourselves.

- There's nothing on radar?
- No.

- Sonar?
- Nyet.

Then we have a problem.

(Door sliding open)

Beautiful, isn't it?

The reason we exist.
We are the children of the atom, my love.

We have a situation.

The telepath...

I shouldn't be able to feel him at this distance.

It's like his reach is...

...amplified.

They're recruiting.

Shaw: You go on to Russia,
I'll handle him.

Charles: I can't stop thinking
about the others out there.

All those minds that I've touched.

I could feel them, their isolation, their hopes,
their ambitions.

I tell you, we've started something
incredible, Erik.

- We can help them.
- Can we?

Identification, that's how it starts.

Then ends with being rounded up.
Experimented on, eliminated.

Not this time.

We have common enemies, Shaw and the Russians
they need us.

For now.

Raven: We should think of code names.

We're government agents now,
we should have secret code names.

- I want to be called, Mystique.
- Damn, I wanted to be called, Mystique.

- Well tough, I called it.

(Seans voice) Damn right,
I'm more mysterious than you.

- Darwin, what about you?
- Well, uh, Darwin's already a nickname.

And you know, sort of fits.
Adapt to survive and all.

Check this out.

(Whooping and laughing)

(Clapping)

- Thank you, thank you.
- Bravo, bravo.

- What about you?
- I'm going to be...

...Banshee.

Why do you want to be named
after a wailing spirit?

Sean: You might want to cover your ears.

(Inhales)

(High pitched whistle)

(All laughing)

Your turn.

My uh, stage name is Angel.
Kind of fits.

- You can fly?
- Ah, hah. And uh...

((Sizzles))

- What's your name?
- How about Big Foot?

Well you know what they say
about guys with big feet?

And uh, yours are kind of small.

Okay, now.

Alex, what is your gift?
What can you do?

Uh, it's not um, I just can't do it.

- I can't do it in here.
- Can you do it out there?

- Raven: Why don't you just do it out there.
- Angel: Come on.

- Raven: Come on, Alex.
- Alex! Alex!

All chanting: Alex, Alex, Alex.

That's the spirit.

Get down when I tell you.

Get back.

Get back!

Whatever...

(Cheering, clapping)

We've got Intel that Shaw is meeting with
the Russian defense chief in Moscow.

So go ahead, say it.

I'm not here to say "I told you so",
you know why I'm here.

Yeah, yeah, yeah. Clearance to bring
along your mutants.

Fight fire with fire.

Makes sense.

Wait, you're okay with this?

Sending in a bunch of untrained
unauthorized freaks?

These "Freaks" are dedicated hard working people.

Plane leaves for Russia in an hour.

I'm telling you these kids
are not ready for, Shaw.

I think they're going to surprise you.
They are an exceptional bunch of young people.

What the hell?

*Chan Romero, The hippy hippy shake*

Harder!

Darwin: Harder!

What are you doing?

- Who destroyed the statue?
- Hank: It was, Alex.

No Havok! We have to call him, Havok.
That's his name now.

And we were thinking, you should be, Professor X

And you should be, Magneto.

Exceptional.

I expect more from you.

Russian Military Retreat

(Knocking)

Driver: We've got a problem.

- What?
- I'm so sorry, this wasn't on the map.

No matter what happens, act normally.

I'll take care of this, all right.

All right, listen to me..

Where are you going?

To our farm.

(Dog growls and barks)

Open the back.

As you wish, as you wish.

(Dog barking in background)

Oh, easy, easy.
Take it easy, chaps.

- Guard: Anything back there?
- Nothing, it's empty.

- Everything okay?
- Yes.

(Doors slam shut)

- Where's Shaw?
- I know her.

She's the telepath, and I read her, she'll know we're here.

Let me try something else.

Shaw sends his apologies, but
he's indisposed.

He asked me to come in his place.

But between you and I honey,
I'm a lot better company.

Please come in.

He's not coming.

- So, what now, boss?
- Now, nothing. We're here for Shaw.

- Mission aborted
- The hell it is.

- Erik.
-She's his right hand woman.

That's good enough for me.

The CIA invading the home of a senior
Soviet official.

- Are you crazy?
- I'm not CIA.

Erik!

(Glasses clink)
To your health.

Frost: So you must be busy
planning your next move.

What with the American's refusing to remove
their missiles from Turkey.

You know I can't talk about those things, Miss Frost.

Emma.

And don't worry, you don't have to say a word.

(Soldiers shouting)

Driver: He's going to start
world war III single handed.

- We have to do something.
- Like what?

- We're moving out.
- You can't.

I'm sorry, I can't leave him.

(Guards shouts warning)

For goodness sake, Erik...

Be calm.

Be calm.
Forget my face. Yes.

(Speaking Russian)

You're beautiful, so beautiful...yes.

Pathetic.

You are.

Nice trick.

Who are you?

Go to sleep.

You can stop trying to read my mind, sugar.

You're never going to get anything
from me while I'm like this.

So then you can just tell us.

Where is Shaw?

Erik.

Erik, that's enough.

Erik, that's enough!

(Diamond cracking)

All yours.

She won't be shifting into diamond form again.

But if she does, just give her a gentle tap.

(Explosions)

Shaw: We are the children of the atom.

Radiation gave birth to mutants.

What will kill the humans,
will only make us stronger.

Beautiful, isn't it?

This is worse that we previously imagined.

We're taking you with us.

- CIA will want to question you themselves.
- I doubt it.

Might be other things to worry about right now.

Alex: Whoa, all right.

- Darwin: Jesus, man you are killing me.
- Don't beat yourself up, we got a lot of spare time.

Oh, I didn't know the circus was in town.

CIA Agent: Hey come on honey, give us a little, uh...
(Making fluttering sounds)

No? Come on, let's see the foot.
There it is, come on Bigfoot let's go.

Hey, hey come on, hey.

They're just guys being stupid.

Guy's being stupid I can handle.
Okay, I've handled that my whole life.

But I'd rather have a bunch of guys
stare at me with my clothes off,

then the way these one's stare at me.

At us.

(Distant explosion, whooshing sound)

(Explosion)

What was that?

Darwin: I don't know, but
something doesn't feel right.

(Whooshing)

- Man in Black: No news of Shaw?
- Agent: Not a peep, nothing through that back channel.

(Explosion, whooshing)

What is that?

(Screams in fear)

(Screams)

(Bodies thudding on ground)

Agent: Ahhhh.
(Glass shatters)

We have an intruder on the main atrium.

- Shaw: Where are the mutants?
- You take another step, I'm going to put you down.

Of course you will, but where do I find
the more evolved people?

Send back-up now!

Get back, get back, do not leave that room.
We're under attack.

- Look out!
- Shoot it, shoot it!

(Machine gun fire)

(Glass shatters, bullets ricochet)

(Tornado whistling)

Shaw: Where are the mutants?

Agent: Put that man down or we will open fire.

Stay here my ass.
Let's go!

- Get back!
- We can help, we can help!

(Raven sobbing)

(Gun fires in hallway,
Raven screams)

Agent: Wait, wait, you want the mutants?
They're right through that door.

Just let us normal people go.

We're no threa...
(Sound of body falling)

Shaw: Where's the telepath?

- Not here.
- To bad.

Now I can take this silly thing off.

Good evening
My name's, Sebastian Shaw.

And I am not here to hurt you.

Agent: Freeze!

Azazel...

My friends, there's a revolution coming.

When mankind discovers who we are,
what we can do.

Each of us will face a choice.

Be enslaved, or rise up to rule.

Choose freely, but know that if you are not with us,

then by definition you are against us.

So, you can stay, and fight for the
people who hate, and fear you.

Or you can join me.
And live like kings.

And Queens.

- Angel?
- Are you kidding me?

Come on, we don't belong here.

And that's nothing to be ashamed of.

We have to do something.

(Broken glass jingles)

Stop, I'm coming with you.

Good choice.

So tell me about your mutation.

Well, I adapt to survive.

- So I guess I'm coming with you.
- I like that.

- Alex,...............do it!
- Get down!

Protecting your fellow mutants?

Shaw: It's a noble gesture.
Feels good.

Adapt to this.

Moscow, Russia

Hello.

Once again, my sympathies for your
treatment at the hands of the CIA.

These Americans are ruthless.

Now they have their missiles placed in Turkey.

I expect you'll be planning
missile sites of your own.

Somewhere you know the American
early-warning system won't help.

I hear Cuba is lovely this time of year.

And so close to Florida.

Missiles in Cuba?

You're serious?

We may as well declare war.

Maybe I wasn't clear enough.

You will make this happen.

Okay.

Let's see what KGB think about this.

Hello, General Armivolkoff.

It's nothing.

(Tires screech, doors slam)

Raven.

Charles: We've made arrangements for you to
be taken home immediately.

- Sean: We're not going home.
- What?

- He's not going back to prison.
- They killed, Darwin.

Charles: All the more reason for you to leave.

This is over.

Darwin's dead, Charles.
And we can't even bury him.

We can avenge him.

Erik, word please.

- They're just kids.
- No, they were kids.

Shaw has his army, we need ours.

Charles: We'll have to train.
All of us.

- Yes?
- Yeah.

Well we can't stay here.

Even if they reopen the department,
it's not safe.

We've got no where to go.

Yes, we do.

McCone: The law says we've got to turn her over.

Stryker: The law applies to human beings.

The same laws don't apply to mutants.
They're to dangerous.

Times like this, security is more
important than liberty.

- There's a war coming, John.
- McCone: Yes, but a war with who?

(Screech of glass cutting)

(Tap)

Excellent question.

Though I won't call it a war exactly.

That suggests both sides stand an
equal chance of winning.

Captain, no sign of any American Ships.

Maintain course, full ahead.

Man: The Russians have
sent their warheads to Cuba.

We have a week before their ship hits the coast.

Our fleet can be on this line,
when the Russian missile ship arrives.

If that ship crosses the line, they will have
declared war against the United States.

We will have no choice but to retaliate
with a full nuclear response.

Do we agree?

Man: Dispatch the Seventh fleet.

- This is yours?
- No, it's ours.

Honestly Charles, I don't know how you survived.

Living in such hardship.

Well it was a hardship softened by me.

Come on, time for the tour.

Moscow, Russia

Dear comrades.

The United States have dispatched
war ships for Cuba.

This leaves us with no choice.

Comrade First Secretary.

We must send in our fleet.

Dispatch the fleet!

(Camera flash)

TV announcer: President Kennedy has
signed a formal proclamation.

Setting up a blockade of all missiles,
armed for Cuba.

The Soviet Union reacted by terming it
as step along the road to unleashing a thermal nuclear war.

- You're sure?
- I'm sure.

All right.

No, no I can't I'm sorry.

I can't shoot anybody point blank,

let alone my friend.

Oh come on, you know I can deflect it.

You're always telling me I should push myself.

If you know you can deflect it, then
you're not challenging yourself.

What ever happened to the man
who was trying to raise a submarine?

What, I can't.

Something that big, I need the situation, the anger.

No, the anger's not enough.

Well it's gotten the job done all this time.

It's nearly gotten you killed all this time.

Hey, come here.

Let's try something a little more challenging.

My step-father took the possibility
of nuclear war quite seriously.

This way.

That's why he had this bunker built down here.

I thought we could use it as a practice range of sort.

You don't think I'm going to blow though the walls?

No, he had this place built to
with stand a nuclear bomb.

I think it can handle you, Alex.

You know when I do this,
bad things tend to happen.

That's because you can't control it.
It controls you.

That's why we're here, Alex.
It's part of your training.

(Sonic whistle)
(Glass shatters)

(Charles joyfully laughs)

What you're doing is incredible.

You're hitting a pitch with sound waves at
the same resonate frequency of the glass.

That's why it shatters.

But this, it's like any
other muscle in the body.

You can control it.

"In each of us, two natures are at war."

Robert Louis Stevenson,
"Jekyll and Hyde".

Top marks.

Still it really wasn't really about good
and evil. Was it, Hank.

It was about man's animal nature,
and his struggle to control it.

To conform.

It is that struggle which is holding you back.

Jekyll is afraid of what he could be capable of.

You are too.

If you're serious about me doing this,
you might want to get back.

- Of course, should I shut the door?
- Yeah.

Charles: Whenever you're ready.

(Explosion, light beeping)

(Fires roaring)
Oh my god.

Charles: I will teach you to control this, Alex.

Sean: You're sure that this will work.

Anything is possible. I based the design...

Hank, stop talking.
Come on.

Now remember, scream as hard as you can.

You need the sound waves to be supersonic.

Catch them at the right angle,
and they should carry you.

"They should carry me."
That's reassuring.

Good luck.

Charles: And don't forget to scream.

Ahh.

If you want to beat me this time,
you have to set the beast free.

Charles: On your marks, get set...GO!

Oh, congratulations my friend.

Robert Louis Stevenson
would have been proud.

Impressive, Hank.

Feet like those, all you need is a red nose.

Right, Bozo?

- I'm done here.
- Thank you, Alex

Charles: Come on, Hank.

Erik: If you're using half the
concentration to look normal.

Then you're only half paying attention to
whatever else you do.

Just pointing out something that could save your life.

You want society to accept you.

But you can't even accept yourself.

Alex: Sexy.

This is just the prototype.

The real one will look considerably better,
it'll be a whole suit.

See these sensors measure your energy output,
this panel focuses it and the excess is absorbed.

All right try hitting the one in the middle,
just the one in the middle, mind.

Charles: Good luck.

(Plasma beam blasts)

Oomph!

You ought to see this. Your genes are
extraordinary, you know that.

Your cells age at half the rate of a normal human.

When you're forty you will still
have the looks of a teenager.

You have the most incredible cellular
structure I've ever seen.

Sean: You truly believe I'll fly this time?

Charles: Unreservedly.

- I trust you.
- I'm touched.

- I don't trust him.
- Say nothing.

I'm going to die!

All right, look we're not going to make you do anything
that your not so...

Here, let me help him.

Erik!

(Screams)

Whaoooo!
(Laughs)

Wahhh hooo!

What?

You know you were thinking the same.

Wonderful work Hank, thank you very much.
All right Alex, I want you to hit the X.

And try not to hit me, there's a good chap.

- You're serious?
- I'm very serious.

Charles: I have complete and utter faith in you.

(Plasma beam explodes)

- Am I still a Bozo?
- Yes, Hank. You're still a Bozo.

But nice job.

See that?

Try turning it to face us.

(Exhales)

You know, I believe the true focus lies
somewhere between rage and serenity.

Would you mind, if I...?

What did you just do to me?

I accessed the brightest corner
of your memory system.

It's a very beautiful memory Erik, thank you.

I didn't know I still had that.

There's so much more to you than you know.

Not just pain, and anger.
There's good too, I felt it.

And when you can access all that.

You will possess a power no one can match.

Not even me.

So, come on. Try again.

(Metal in Satellite dish creaking)

- Moira: Hey!
-Well done.

The President is about to make his address.

TV announcer: It shall be the policy of this nation
to regard any nuclear missile,

...crossing the embargo line, that surrounds Cuba.

As an attack by the Soviet Union
on the United States.

Requiring a full retaliatory response.
Upon the Soviet Union.

- That�s' where we're going to find, Shaw'
- How do you know?

Charles: Two super powers facing off, and
he want's to start world war III.

He won't leave anything to chance.

So much for diplomacy.
I suggest you all get a good nights sleep.

Kennedy: ...ultimately leads to war.

TV announcer: Tensions mount as the Soviet Missile
ship nears Cuba.

All diplomatic efforts to avert
Nuclear war have thus far failed.

As the American people ready themselves,
for the likelihood of an atomic attack.

There are widespread reports of panic buying.

Supermarkets cleared.

As shelters unused since the second world war,

are stocked for what may lie ahead.

In all its history, America has never
faced a greater threat.

The world is primed for war.
And there's no one to stop me.

(Knock on door)
Come in.

Hank: Hey.

Got a surprise for you.

I isolated the right marker in your DNA sample.

The serum works like an anti-biotic.

Attacking the cells that cause our physical mutation.

It won't affect our abilities,
just our appearance.

Do you still want to do this?

Should we have to hide?

You already do.

You're hiding right now.
Like I have my whole life.

I don't want to feel like a freak, all the time.

- I just want to look...
- ...normal.

Yeah.

Hank, don't.

You're beautiful, Hank.
Everything you are, you're perfect.

Raven: Look at all of us. Look at
all we've achieved this week.

All we will achieve.

We are different. But we shouldn't
be trying to fit into society.

Raven: Society should aspire and be more like us.

Mutant, and proud.

It behooves me to tell you,
but even if we save the world tomorrow.

And mutants are accepted into society.

My feet and your natural blue form.

Will never be deemed beautiful.

You look beautiful now.

We need this cure.

Cuba, Russia, America makes no difference.

Shaw's declared war on mankind,
on all of us.

- He has to be stopped.
- I'm not going to stop Shaw, I'm going to kill him.

Do you have it in you to allow that?

You've known all along
why I was here, Charles.

But things have changed.

What started as a covert mission,

...tomorrow mankind will know that mutants exist.

Shaw, us... they won't differentiate.

They'll fear us, and that
fear will turn to hatred.

Not if we stop a war.
Not if we can prevent, Shaw.

Not if we risk our lives doing so.

Would they do the same for us?

We have it in us to be the better men.

We already are.

We're the next stage of human evolution.

- You said it yourself.
- Enough.

Are you really so naive?

As to think they won't battle their own extinction?

- Or is it arrogance?
- I'm sorry.

After tomorrow they're going to turn on us.

And you're blind to it, because you
believe they're all like Moira.

And you believe they're all like, Shaw.

Listen to me, very carefully my friend.

Killing Shaw will not bring you peace.

Peace was never an option.

(Bones cracking)
No.

No.

(Clothes tearing, bones cracking)

Well...

This is a surprise.

The nice kind?

No, Raven, I want to go to bed.

Maybe in a few years.

(Grown up voice) How about now?

I prefer the real, Raven.

I said the real, Raven.

Perfection.

- Could you pass me my robe?
- You don't have to hide.

Have you ever looked at a tiger,
and thought you'd want to cover it up?

No, but...

You're an exquisite creature, Raven.

Only in life the world has tried to tame you.

It's time for you to be free.

Raven: You know sometimes I wonder
what my life would have been like.

If you hadn't found me here that night.

Fairable, E..gah...ah.

For gods sake, Raven!

Where are you clothes?
Pu...put some, put some clothes on.

That's not what you said when you first saw me.

But I guess pets are always cuter
when they're little, right?

Raven, I don't know what's got into you lately.

I thought you'd be in a good mood.

Hank tells me that he's found the
answer to your cosmetic problem.

You going to tell me what's the matter?
Or will I have to read your mind?

You promised me you would never do that.

Until recently, I never had to use my powers
to know what you were thinking, Raven.

You know Charles, I used to think
it was gonna be you and me against the world.

But no matter how bad the world gets,
you don't want to be against it, do you?

You want to be a part of it.

What the hell happened here?

Hank has been busy.

Do we really have to wear these?

As none of us has mutated to endure extreme G force,

or being riddled by bullets, I suggest we suit up.

Where's Hank?

Hank: I'm here.

Hank?

It didn't attack the cells.
It enhanced them.

It didn't work.

Yes it did, Hank.

Don't you see?
This is who you were meant to be.

This is you.

No more hiding.

Never looked better, man.

Hank!

Growls.
(Erik gags)

Don't mock me.

Charles: Hank, put him down immediately, please.

Hank...HANK!

I wasn't.

Even I got to admit, you look pretty bad ass.

I think I got a new name for you, Beast.

(Growls)

- You sure you can fly this thing?
- Of course I can, I designed it.

Cuba

Captain: Status of the cargo ship?

Lieutenant Commander: Bearing 1-8-0, 12 knots.

Three minutes to the embargo line, sir.

God help them if they cross it.

God help us all.

- Lieutenant Commander: Sound general quarters.
- Officers: General quarters, general quarters.

- All hands man battle stations!
- Yes sir.

Lieutenant Commander: Set conditions, zero.

Man on intercom: General quarters, battle stations.

Captain, we already have our orders.
Why so eager for new ones?

I lived through one war, Comrade.

I'd prefer not to start another.

Battle stations,
Now!

Captain: Gun boss, target
cargo ship, bearing 1-8-zero.

Fleet reports all weapons ready.

Communications officer: From the Kremlin, sir.

New orders. As of 1025 hours, the cargo
vessel Aral sea, is hereby ordered to...

...reverse course and return to port in Odessa.

Communications officer: Aral Sea, come in.

Aral Sea, come in.

They are not responding.

Officer: She's not turning around.

Aral Sea, you are ordered to turn around.

Do not cross the line.

Target ready to be fired upon, sir.

- Stand by to fire.
- Standing by, sir.

Looks pretty messy out there.

Russian Communications officer: Aral Sea,
you are ordered to turn around.

The crew of the Aral Sea are all dead.
Shaw's been there.

He's still here, somewhere.

He's set the ship on course for the embargo line.

That ship crosses the line, our
boys are going to blow it up.

Moria: And the war begins.

Unless they're not on board.

USS Independence,
this is, Alexander Nevski.

Nevski: We have lost control of our cargo ship.

Nevski: She's been instructed to stop.
Do not fire.

Repeat, do not fire.

They've signaled their
cargo ship to turn around, sir.

It's a ruse, pay no attention.
Stand by to fire.

- Standing by to fire, sir.
- On my count.

Five...four...

(Raven screams)
Hold on! Hold on!

((Roars))

No!

- What was that?
- The Russians, they have fired on their own ship.

A little warning next time, professor.

Sorry about that.

- You all right?
- Yeah.

Captain: Son of a...

Give me Sin-clan on the horn, I want a new set of orders.

Congratulations, Commander.

You just averted a nuclear war.

What?

Take him to the brig.

What? What just happened?

They say the comrade lost his mind.

The Americans' are applauding.

They're here.

That telepath is powerful.

We're moving to a back-up plan.

- That was inspired, Charles.
- Thank you very much.

But I still can't locate Shaw.

He's down there, we need to find him now.

Hank?

- Is there anything unusual on the radar or scanners?
- No, nothing.

Well then he must be under water.
And obviously we don't have Sonar.

Yes we do.

Yes we do.

Shaw: They were ready for war.

We just need to strike another match
to light the fuse.

And we still have the most powerful weapon of all.

Me.

Turn the nuclear reactor to 100% output
and make sure I'm not disturbed.

Hank, level the bloody plane!

Whoa, you back right off.

Beast, open the Bombay doors.

Charles: Remember, this is a muscle.
You control it.

You'll be in here the entire time.
We'll see you soon.

- On my mark. 3, 2, 1 GO!
- WHOA!!!

(Sonic blast hits water)

Alert the fleet, they may want to take their cams off.

(Sonic blast whistles through water)

(High pitched feedback)

Banshee's got a location on Shaw.

You ready for this?

Let's find out.

(Pulsing with power)

**Remember, the point between rage and serenity.**

(Engines rev)

(Winds swirl)

Erik, take my hand!

Oh, hold on guys, it's going to get bumpy.

Erik, take my hand!

(Rumbling, ship groaning)

(Screaming, Hank growls)

Erik: Down.

(Fires crackling)

- Moira, Moira, are you all right?
- Yeah, I'm okay.

I read the teleporter's mind.

Shaw's drawing all of the power out of his sub.

He's turning himself into some kind of nuclear bomb.

We've got no time, the Geiger
counter's going out of control.

All right Moira, this is what we're going to do.

Get on the radio and tell them to
clear both fleet's out immediately.

I'm going in.

Charles: Beast, Havok, back him up.

Erik, I can guide you through once you're in.

Charles: But I need you to shut down
whatever it is that's blocking me.

Then we just hope to god it's
not to late for me to stop him.

- Got it.
- Good luck!

- Charles: Raven, stop!
- I'm going to help them.

We don't have time for this.

Anything comes in that entrance,
you're taking care of it, yes?

Fine.

Beeeeaast!

If we go, you go

We believe Shaw is trying to
detonate some kind of bomb.

Erik, make for the middle of the vessel.

That's the point my mind can't penetrate.

We have to assume that, that's where Shaw is.

Gang way, gang way.

(Sparks flying)

That's the nuclear reactor.
Disable it.

Navy officer: Stop, don't move.

((wings fluttering))

Get down!

Charles: **Erik you're there, you've reached the void.**

He's not here Charles,
Shaw is not here.

- He's left the sub.
- What? He's got to be there.

He has to be, there's no where
else he can be, keep looking.

And I'm telling you he's not,
there's no one here, god damn it!

Shaw: Erik, what a pleasant surprise.

Erik?
Erik!

So good to see you again.

Shaw: May I ask you something?

Why are you on their side?

- He's gone.
- What?

He's gone into the void. I can't
communicate with him there.

Why fight for a doomed race
who will hunt us down,

...as soon as they realize
their reign is coming to an end.

(Alarm blaring)

(Sonic boom)

(Alex joyfully laughs)

Alex: Yeah!

I'm sorry for what happened in the camps.

I truly am.

(Glass shatters)

He's back.

**Erik, whatever you're doing keep
doing it, it's starting to work.**

But everything I did,
I did for you.

To unlock your power. To make
you...embrace it.

**It's working.**

I'm starting to see him, but I
can't yet touch his mind.

(Wings fluttering)

(Released Plasma blast)

(Laughs with relief)

You've come a long way from bending gates.

I'm so proud of you.

And you're just starting to scratch the surface.

Think how much further we could go, together.

Roars

Stop, Azazel!

I don't want to hurt you, Erik.
I never did.

I want to help you.

This is our time.
Our age.

We are the future of the human race.

You and me, son.
This world could be ours.

Everything you did, made me stronger.

Made me the weapon I am today.

That's the truth.

I've known it all along.

You are my creator.

- NOW, Charles!
- AHHH!

Are you okay?

Moira be quiet, I can only
control this man for so long.

(Metal clatters on floor)

Sorry, Charles.

**Erik please, be the better man.
You have it in...**

But I don�t trust you.

** Erik, there will be no telling what...**

No.

- Moira: Charles?
- Don't do this, Erik!

If you're in there, I'd like you to know
that I agree with every word you've said.

We are the future.

But...

...unfortunately, you killed my mother.

This is what we're going to do.

No, please Erik, no.

I'm going to count to three.
And I'm going to move the coin.

One...

Please, Erik.

(Panting)

Two...

Three.

Aaaaaaaah!

(Clatters on floor)

Stryker: The Russians share our concerns.

And will join a strike on all the mutants.

We can end this threat for good.

We'll never have another opportunity like this.

We have an agent on that beach.

- One agent.
- She's a good agent.

She's collateral damage.

Erik: Today our fighting stops.

Take off your blinders, brothers and sisters.

The real enemy is out there.

Erik: I feel their guns moving in the water.

Their metal targeting us.

Americans, Soviets, humans.

United in their fear of the unknown.

Erik: A Neanderthal is running scared,
my fellow mutants.

Go ahead, Charles.

Tell me I'm wrong.

(Turrets shifting, alarm blaring)

Fleet commander this is X-ray Bravo-7-zero.

Respond, over.

The beach is secure, call off the attack.

The beach is targeted and ready to
be fired upon, sir.

- Stand by.
- Officer: Standing by, sir.

Hello?

Hello!

- Fire.
- Fire.

(Missiles whistle in air)

Erik, you said yourself, we're the better men.

Charles: This is the time to prove it.

There are thousands of men on those ships.

getting orders, innocent men.

They're just following orders.

I've been at the mercy of men
just following orders.

Never again.

Erik, release them.

Noooo!

Erik: I don't want to hurt you,
don't make me.

Stay back!

Charles, enough.

Erik, stop!

Gentlemen, it's been an honor serving with you.

(Bullet ricochets)

(Charles grunts with pain)
I'm so sorry.

I said back off!

You, you did this!

(Moria choking)
Charles: Please...

She didn't do this, Erik.
You did.

Us turning on each other,
it's what they want.

I tried to warn you, Charles.

I want you by my side.
We're brothers, you and I.

All of us, together. Protecting each other.

We want the same thing.

Oh, my friend.

I'm sorry, but we do not.

- Charles, I'm sorry, I'm so sorry, Charles.
- Charles: It's all right, it's all right.

(Charles grunts with pain)

His society won't accept us.

We form our own.

The humans have played their hand.

Now we get ready to play ours.

Who's with me?

No more hiding.

(Charles groans)

You, you should go with him.
It's what you want.

You promised me you would never read my mind.

I know.

I promised you a great many things,
I'm afraid.

I'm sorry.

Take care of him.

And Beast, never forget.

Mutant and proud.

Help me out, help him.

I'm going to get you to a hospital.

- Wait, don't, Charles, don't move, okay.

All right, actually I ca.....I...I...

I can't feel my legs

I can't feel my legs.

I can't feel my legs.

Kennedy: In this week of thanksgiving.
There is much for which we can be grateful.

As you look back to where we stood,
only four weeks ago.

The unity of this hemisphere,
the support of our allies.

And the calm determination of the American people.

These qualities may be tested many more times.

In this decade.

Moria: So how many students
do you think you'll have here?

Once you get the academy up and running.

As many as I can manage. Possibly more.

You know, one day the government is going
to realize how lucky they were,

...to have Professor X on their side.

I guess I've been on the
road to a professor now, aren't I.

Next thing I'll be going bald.

We're still on the government�s side, Moira.

Still a G-man, just without the G.

No, you're your own team now.

It's better.

You're, "X-Men".

(Laughing)

Yes, I like the sound of that.

Moira, for us anonymity will be the first line of defense.

I know.

They can threaten me all they want, Charles.

I'll never tell them where you are.

Ever.

I know you won't.

My love.

I remember the attack on HQ.

Leaving to go somewhere else.

And then this morning, I woke up at home.

That's it.

McCone: All that time wiped clean from your mind.

Just gone.

He can do that.
You don't remember anything?

Sometimes I get fragments.
Like trees, sunlight.

- A kiss.
- Aw, Jesus.

Gentlemen, this is why the CIA
is no place for a woman.

(Loud explosion)

What the hell was that?

(Metal door creaking)

Erik: I know we've had our differences.

- Where's your telepath friend?
- Erik: Gone.

Left a bit of a gap in my life.
If I'm to be honest.

I was rather hoping you would fill it.

Erik: Join us.

Erik, I believe.

I prefer...

...Magneto.

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