1. Previously onX-Men...
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2. My psychic abilities
have discovered a creature
with more power
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3. than even
you can imagine!
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4. Do tell.
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5. They call her
the Phoenix.
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6. She was the guardian
of the fantastically
powerful M'Kraan Crystal.
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7. The Phoenix flew with
the crystal into
the burning heart of the sun!
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8. The Phoenix
destroyed herself?
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9. No! It lived!
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10. After depositing the crystal
in the sun, this primal force
returned to Earth.
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11. Phoenix, why do you
still inhabit Jean's body?
Your work is done.
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12. You do her harm
by remaining!
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13. The Phoenix
could be the source
of limitless power!
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14. Tradition demands that
such power be wielded by us,
the Inner Circle.
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15. She's asleep.
I'm in her mind.
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16. You may now enter.
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17. And once
I'm in her mind,
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18. I can use my power
of illusion to create
whatever reality I choose.
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19. No! Jean!
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20. Not Jean.
I am Phoenix!
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21. Good work,
my love.
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22. Thank you, my husband!
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23. Xavier to Cyclops.
Do you read? Over.
Come in. Over.
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24. His communicator
must be down.
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25. Scott.
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26. Respond
if you sense my presence.
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27. Who would know
how to block
my psychic probe?
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28. Cerebro, help me
break through.
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29. Cerebro, why can we
not contact the X-Men?
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30. Dual barriers,
one human, one electronic.
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31. Together they are confusing,
impenetrable.
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32. Keep probing.
I need a moment's rest.
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33. All right, Shaw.
You have them.
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34. Now what are
we going to
do with them?
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35. Whatever you like, Leland.
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36. You doubted my work.
Admit it,
you were wrong.
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37. I admit nothing!
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38. Why not just dispose of them
and be done with it?
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39. The mighty X-Men?
Are you mad?
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40. They'll make nice lab rats,
don't you think?
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41. Xavier has been trying
to contact
the X-Men psychically.
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42. I blocked the probe,
but I don't know
how long I can hold it off.
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43. If your power fails us,
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44. we can give the job
to someone else.
Jean, my dear.
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45. Or should I say,
Phoenix?
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46. Get away from her!
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47. You cannot escape.
Nor can you hope
to be rescued.
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48. The Circle Club is
an impregnable fortress.
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49. You X-Men
were allowed to enter,
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50. so that I could have
the pleasure
of introducing you
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51. to the Inner Circle's
newest member.
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52. Jean?
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53. No one
could have lived through
a fall like this.
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54. Shaw said
to bring back the body.
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55. Yeah.
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56. Well, come on.
Let's find
an easier way down.
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57. Can you see anything?
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58. I don't want to have
to go swimming
around in there.
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59. What was that?
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60. Guess you found the body.
Go on in!
The water's fine.
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61. I know what
you're thinking, punk.
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62. Question is,
"Can I get Wolverine
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63. before he turns me
into shish kebab
with those claws?"
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64. Well, bub, seeing as how
these claws are adamantium,
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65. the strongest metal known,
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66. and can slice through
vanadium steel
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67. like a hot knife
through butter, buddy,
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68. you got to ask yourself,
"Do I feel lucky?"
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69. Now where are the other X-Men?
And you better have an answer.
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70. We appear to be at
the mercy of our hosts.
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71. Your power and beauty
are awe-inspiring.
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72. Look at him,
sniffing after her
like a mongrel dog!
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73. Don't worry, my love.
I can control him, too.
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74. Why don't you
freshen up in here,
while I order dinner?
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75. You say
she loves you, Wyngarde.
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76. Is that real,
or just another
illusion?
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77. Jealous, Shaw?
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78. Of you and your cheap tricks?
Never!
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79. Would you two geniuses
think for a second?
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80. We can't deceive
and control
the Phoenix forever.
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81. Some day she'll discover
the truth, and turn
against the Inner Circle.
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82. You worry too much,
Ms. Frost.
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83. You saw how easily
she became one of us.
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84. Something inside her
hungers for new sensations,
yearns to feel.
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85. I've introduced her
to dark emotions
she had never dreamed of!
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86. She wants more!
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87. And you're sure
we can control that power?
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88. I can.
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89. We'll see.
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90. Bring her back in.
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91. Order dinner.
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92. Where's my
Chateau Calamari '59?
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93. Finally!
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94. Lousy year.
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95. Turkey!
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96. Where do these guys
do their shopping?
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97. Don't move, mutant,
or I'll blast!
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98. Now to find the fat slob
who dunked me!
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99. Uh-oh!
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100. Here! Go play
pick-up sticks!
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101. To our new queen!
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102. Our new queen!
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103. Jean. Jean.
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104. Thank you.
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105. Wyngarde! Quickly!
Engage her mind!
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106. Jean. Jean.
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107. Can this dark place
be your mind?
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108. I thought it was time
we ended our
little game, Mr. Summers.
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109. A duel!
No quarter asked,
none given!
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110. My eyes!
What happened to my power?
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111. Your mutant powers
won't work here.
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112. You're in
my world now.
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113. A mental arena
of my creating.
Inside Jean's mind.
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114. Jean, talk to me!
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115. What is this?
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116. My world, my rules,
my choice of weapons.
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117. Peasant!
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118. You can't fight
a whole world,
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119. you pathetic
little ex-X-Man.
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120. Don't go so soon.
It's very rude.
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121. Stop your illusions
and fight like a man!
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122. It's not me
that's doing it,
you blind fool!
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123. Jean's own mind
is helping me
to destroy you.
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124. No, I don't believe it!
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125. You did this to her!
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126. Wyngarde!
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127. Jean, I've come
to free you!
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128. I've already been freed.
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129. Set free from the constraints
of sympathy and morality
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130. that bind ordinary
human beings.
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131. The Phoenix force
inside me
aches for sensation.
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132. Jason Wyngarde
has shown us the way.
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133. Can't you see it
all around you?
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134. There's only darkness.
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135. This is not your mind!
Wyngarde is deceiving you!
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136. The dark joy of destruction!
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137. The end of Scott Summers!
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138. What?
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139. No!
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140. My friend,
what's wrong?
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141. Scott!
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142. Is he alive?
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143. When the mind
is destroyed,
the body cannot live.
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144. As my loving new bride
has helped to demonstrate.
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145. Yes, my queen.
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146. You are everything
I had hoped you to be.
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147. Cyclops lives!
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148. How could he have
survived the shock
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149. of the destruction
of his psychic image?
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150. I must know!
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151. He's still
psychically connected
to Jean Grey!
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152. That's why he lives!
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153. So, Wyngarde, your powers
over our guest
are less than absolute.
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154. They are sufficient.
Test them,
if you doubt me.
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155. Agreed.
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156. I offer you the pleasure
of annihilating
this useless X-Man.
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157. Do not do it!
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158. I don't want...
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159. For me...
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160. Correction.
For the Inner Circle.
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161. For new sensations,
my love.
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162. For this new sensation,
the rapture of destruction,
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163. for the pleasure
of the Phoenix!
The unbound joy of evil!
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164. Leland!
You unmitigated fool!
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165. You swore to me
that Wolverine had drowned.
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166. Here's Johnny!
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167. Stop him! Now!
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168. Get up, Wolverine!
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169. You see, Sebastian.
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170. Our new queen is more
powerful than the rest of
the Inner Circle combined!
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171. And I control her.
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172. Will you yield your place
as chairman
or do I have to take it?
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173. Don't make me laugh.
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174. The Inner Circle will never
follow a mutant
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175. whose only power
is circus trickery!
Leland!
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176. You've called me a fool
once too often.
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177. Pierce?
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178. What Wyngarde says
about our new
queen's power is true.
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179. Will you turn against
me, too, Emma?
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180. You wanted a new queen.
Now you have her.
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181. You think you people
can get away with this?
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182. I'll destroy
you all!
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183. Wolverine, you're supposed
to be resting.
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184. Even you can't
heal this fast.
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185. Don't bet on it, Redd.
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186. Sabretooth
nearly killed you.
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187. Someday I'll learn
not to let my guard down.
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188. Oh, no!
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189. Jean?
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190. I've got to go.
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191. Cyclops
is waiting for me.
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192. So am I.
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193. Oh, no!
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194. Logan!
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195. What have I done?
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196. What have I let
the Phoenix do to Scott?
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197. My queen,
I have a more important
job for you.
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198. Destroy Sebastian Shaw!
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199. Now wait a minute!
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200. Wyngarde, you've lost
your hold over her!
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201. No, I couldn't have!
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202. No one can control
the power of the Phoenix.
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203. Jean, it's you.
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204. Talk to me! Help me!
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205. I tire
of your squabbling.
Amuse yourselves.
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206. I need no help from a woman
to destroy the X-Men.
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207. I can absorb
all their powers.
Go ahead. Try it.
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208. Thanks, mon ami.
Leave the others
to Gambit.
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209. I'll hang on
to this one.
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210. She play rough!
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211. You're half bronco!
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212. Stop them!
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213. What in the world?
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214. I'll get my queen.
I can still control her.
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215. Winds, rise and sweep
the thorns from our path!
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216. People, mop up in here.
I have to find Jean.
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217. Forgive me, Mr. Shaw,
for dropping in uninvited.
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218. There's the fat pig
who dumped me in the sewer.
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219. Let's dance.
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220. Keep away! Uh-oh!
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221. Stop it!
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222. You cannot absorb
what is not
focused upon you.
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223. Clever, but ineffective.
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224. My mutant power absorbs
the energy you use against me.
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225. The Inner Circle is
not so easily defeated!
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226. Ice, snow,
vent your fury!
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227. You can't do this to me!
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228. Get out of my way!
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229. Jean?
Jean, where are you?
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230. Lowlifes, pretenders!
I'll show you!
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231. No one can defeat
Sebastian Shaw.
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232. You couldn't manage
a heat wave,
by any chance?
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233. Thanks for
the hand, sugar!
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234. I bet these cybernetic things
cost an arm and a leg.
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235. This way!
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236. We've lost because of
Wyngarde's incompetence!
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237. But the Inner Circle lives.
We will get our revenge.
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238. Look like
the hotshot Inner Circle
high-tailed it out of here.
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239. But where's Jean
and Cyclops?
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240. My dearest, you have
succumbed to your nightmare
again, my darling.
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241. But fear not.
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242. I have come to rescue you,
to take you back
to your real life.
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243. To our life together.
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244. Your pathetic attempt
to use me
has opened my eyes!
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245. No! Please!
I cared for you! I...
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246. You had me do evil
to gain you power.
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247. But through this body,
I felt the thrill
of that evil.
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248. Now I thirst for more!
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249. I am too powerful
for your illusions.
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250. Let the world see
how truly ugly you are.
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251. Would you like to
see me as I truly am,
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252. my love?
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253. Jean? Jean?
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254. The mortal Jean Grey
is no more.
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255. I am fire made flesh!
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256. Power incarnate!
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257. I am the Dark Phoenix!
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258. Jean? No!
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