X-Men 3x13

Directed by Larry Houston

As the Dark Phoenix grows increasingly hostile, even destroying an entire star system, the X-Men struggle to figure out a way to stop her without harming their teammate Jean Grey.

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1. Previously onX-Men...

2. You X-Men were allowed to enter,

3. so that I could have the pleasure of introducing you

4. to the Inner Circle's newest member.

5. To our new queen!

6. Our new queen!

7. Jean!

8. We can't deceive and control the Phoenix forever.

9. Some day she'll discover the truth, and turn against the Inner Circle.

10. Your pathetic attempt to use me has opened my eyes!

11. No! Please!

12. You had me do evil to gain you power.

13. But through this body, I felt the thrill of that evil.

14. Now I thirst for more!

15. Jean, it's you. Talk to me! Help me!

16. For this new sensation, the rapture of destruction,

17. for the pleasure of the Phoenix! The unbound joy of evil!

18. The mortal Jean Grey is no more.

19. I am fire made flesh! Power incarnate!

20. I am the Dark Phoenix!

21. Do not do it.

22. Oh, dear.

23. You wish me to return to the cold nothingness of space?

24. You wish me to give up the body?

25. Never!

26. There is a power beyond good and evil,

27. the power to create and the power to destroy.

28. Jean, can you hear me?

29. Jean Grey can hear nothing. Speak only to the Phoenix.

30. Jean, fight it! Use the powers of your mind.

31. Remember what we mean to each other.

32. Jean, please, don't leave me.

33. Scott? Scott, help me.

34. Enough! You are of no use to me.

35. Ducks.

36. I hate ducks.

37. Gambit can't help but notice you save him, chere, and not Wolverine.

38. Must be my way with women.

39. Don't flatter yourself, swamp-boy.

40. Little piece of advice, Cajun.

41. Never make that woman mad at you.

42. Speaking of mood swings, what's bugging the Phoenix?

43. She used to be on our side.

44. I fear Xavier's intuition has proved prescient.

45. Through Jean's keen human senses, the Phoenix has experienced

46. exhilarating new sensations and emotions.

47. I doubt she wants to give them up.

48. Why not ask her?

49. Better ask her real nice.

50. Your destiny is at its end, X-Men.

51. The Dark Phoenix has come to destroy you all!

52. Defend yourselves.

53. But remember, Jean is up there with her. Be careful.

54. I call upon the power of the hurricane!

55. Hang on, sugar.

56. Do you really think your puny powers mean anything to me?

57. Forgive me, Jean.

58. This is too easy.

59. You provide me only annoyance, frustration.

60. The power of lightning!

61. Why does the body excite when I must struggle to get at them?

62. Get away from her, you witch!

63. What in the world?

64. Uh-oh!

65. Why does the sensation lessen when the opponent is weak?

66. Cyclops, now!

67. No!

68. Beast!

69. Fools! Do you think I need eyes to see, ears to hear?

70. Shouldn't have done that, gal.

71. Let's see how cocky you are once I've drained off some of your power.

72. Stop it!

73. Is this all you can do against me?

74. This is too easy.

75. Give her back!

76. Why do you care about this body?

77. I love her.

78. Love? I do not understand. Your answer is unacceptable.

79. Scott? What have I done?

80. I love you, Scott.

81. No matter what the future holds, I will always love you.

82. Never forget.

83. Jeannie.

84. Life readings, Eluke? As if I didn't already know.

85. Nothing, Captain.

86. The D'Bari star system is as devoid of life as the others.

87. It seems such a waste.

88. An entire universe out there, waiting to be discovered,

89. and we're asked to map dead star systems.

90. Who knows? Maybe one day we shall find something.

91. What is it? What's happening?

92. I don't know.

93. Eluke! What was that? A comet?

94. No. It is alive!

95. It just plunged into the sun.

96. Surely, it cannot have survived.

97. According to my readings, Captain, the creature is still alive.

98. Not only alive, but feeding!

99. Feeding? On a star?

100. Engine room! Full forward, now!

101. All engines stop!

102. Why are we stopping? Get us out of here!

103. No.

104. That thing, whatever it is, just destroyed an entire star system.

105. If those planets had been inhabited,

106. billions of innocent beings would have been wiped out.

107. We must destroy that creature before it feeds again.

108. Eluke, where is the creature now?

109. Gone. Just gone!

110. Connect me with the Empress.

111. No, do not pursue, return to me now.

112. - Gladiator. - Yes, my Empress!

113. Assemble the Imperial Guard immediately

114. and make ready the Imperial Star Cruiser!

115. What has happened, my Empress?

116. Our worst nightmare.

117. I'm afraid Jean Grey no longer exists.

118. When she first inhabited Jean's body, we were thankful.

119. Jean helped her protect us from the M'Kraan Crystal.

120. But now, Jean has been overwhelmed by the alien force within her.

121. As long as Jean is alive, we can't stop trying.

122. Of course, Scott, but we must also be honest with ourselves

123. about the depth of the problem.

124. Unless the Phoenix agrees to leave Jean's body,

125. I see no way to save our friend.

126. Professor, she's coming back.

127. She's coming back.

128. How do you know the Phoenix is returning?

129. Jean is returning. Our psychic rapport is still functioning.

130. We will do everything in our power to protect Jean.

131. But at the same time, we must do all we can

132. to defeat the Phoenix within her or our world will not survive.

133. How do you beat something that can melt you in a split second?

134. - That's it! - What's it?

135. Why hasn't the Phoenix melted us?

136. How should I know?

137. Because Jean has at least some control over the creature.

138. That means there's still hope of reaching her.

139. Ah, yes, its mind.

140. The Inner Circle controlled the Phoenix-Jean entity, at least for a time,

141. by attacking its most vulnerable spot.

142. But, Beast, it's Jean's mind!

143. I do not propose to harm her mind, only disable it.

144. A mnemonic scrambling device would temporarily prevent her

145. from forming coherent thought.

146. That could cause the creature to leave her!

147. My thoughts, exactly.

148. How could I have not seen it?

149. All those weeks we worked to make Jean whole again,

150. simply made her the perfect host.

151. Phoenix, why do you still inhabit Jean's body? Your work is done.

152. You do her harm by remaining!

153. One mnemonic scrambler, made-to-order.

154. Now, to find a suitable test subject.

155. Volunteers?

156. - What is it? - It's Jean.

157. I feel her presence.

158. Where? Here?

159. No, somewhere near. A place from her past.

160. A place full of emotional memories.

161. Mom, Dad, I'm home.

162. Mom? Dad?

163. Mom? Are you here?

164. Prometheus!

165. Prometheus, it's me. Jean.

166. Daddy? Daddy's home!

167. Daddy? Is that you?

168. Daddy? Where are you going? Daddy?

169. Forgive me, chere, this is the only way.

170. Fools!

171. Why ain't that brain buster working?

172. Patience, Rogue. It should take effect momentarily.

173. Jean, my friend! Do not reject our help.

174. Let your mind...

175. I have no friends!

176. What is this, "Catch the X-Men" day?

177. Her mind is more powerful than anything I could imagine.

178. She has overloaded the scrambler's circuitry.

179. We knew it could come to this.

180. We got to end it.

181. Logan?

182. - Jean? - Do it.

183. Quickly, while I still have control.

184. Stop her now!

185. I can't!

186. Please, if you truly love me, don't let her...

187. You should have destroyed me when you had the chance.

188. What a pity, Beast. I've ruined your little toy.

189. Now we'll play on my terms!

190. Let them go. Jean.

191. Jean Grey no longer exists!

192. I know you're there, Jean. I can still feel you.

193. You cannot destroy your friends.

194. Don't be so sure!

195. I love you, Jean.

196. We all love you. And you love us.

197. You love me. Nothing will ever change that.

198. Scott? Scott, I...

199. Jean!

200. I'm sorry, Scott, but I had to attack her mind while she was distracted.

201. As long as I've got her back, safe and...

202. I only stunned her.

203. The creature inside her must be destroyed now. Quickly.

204. - No. - Now. Before she...

205. Recovers? You're too late.

206. And as for you...

207. You once told Jean Grey that the greatest joy a teacher has

208. is to be surpassed by his own pupil.

209. Enjoy!

210. Stop!

211. I won't allow you to enter my...

212. In the battlefield of the mind, my will shall prevail!

213. Do you really think your puny mind is a match for mine?

214. As you once used the power of the Phoenix to bind the M'Kraan Crystal,

215. I now bind the Phoenix with the power of...

216. The conceit of you humans, the arrogance!

217. Jean. If you can hear me, help me. Help me. Help me.

218. This can't be. I am Phoenix!

219. I now bind the Phoenix with the power of my mind!

220. No!

221. No!

222. Professor!

223. Jean!

224. Professor, will she be all right?

225. Jeannie.

226. The Phoenix is contained, for now.

227. I could never have defeated the Phoenix if Jean herself had not helped me.

228. The strength of her mind is truly awesome.

229. Hi, four-eyes.

230. Hi yourself, tiger.

231. We got company.

232. The Shi'ar.

233. Greetings, Charles.

234. Lilandra! What is the matter?

235. Why didn't you alert me telepathically?

236. Charles Xavier, it is the decision of the High Council of the Shi'ar Empire

237. that the being known both as the Phoenix and as Jean Grey,

238. must be destroyed!

239. Lilandra, stop this!

240. For the sake of all that live, Jean Grey must perish.