1
00:00:06,174 --> 00:00:07,941
(THEME MUSIC PLAYING)

2
00:01:11,071 --> 00:01:14,375
BEAST: Ah, the infamous
Miss Frost.

3
00:01:14,442 --> 00:01:18,612
STORM: Emma Frost.
One of the four leaders
of the Inner Circle.

4
00:01:18,679 --> 00:01:23,251
BEAST: Their White Queen.
We should be careful. She's an
extremely powerful telepath.

5
00:01:25,219 --> 00:01:27,621
Yeah, right, but what the
hell's she doing here

6
00:01:27,688 --> 00:01:29,857
playing Sleeping Beauty
with the U-Men?

7
00:01:34,762 --> 00:01:37,498
CYCLOPS: What the hell
are you doing to Jean?

8
00:01:42,035 --> 00:01:46,039
WOLVERINE: What are you
saying, Summers? What's this
woman got to do with Jeannie?

9
00:01:46,106 --> 00:01:49,943
CYCLOPS: That day,
when we lost her,
Emma Frost was there.

10
00:01:50,844 --> 00:01:52,546
WOLVERINE: What?

11
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CYCLOPS: She was right there
behind Jean, and she wasn't
there to help.

12
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Really?

13
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STORM: Wait, hold on.
We were there too.
Why didn't any of us see her?

14
00:02:04,057 --> 00:02:10,498
Maybe because I was closer, I
don't know. Call it an astral
projection, but she was there.

15
00:02:12,233 --> 00:02:16,036
Just standing there while
Jean died. Watching.

16
00:02:16,103 --> 00:02:20,541
Just watching. What you're
really saying is you think
she killed Jeannie, right?

17
00:02:20,608 --> 00:02:24,812
Don't be ridiculous.
We know what happened.
Jean took her own life.

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She sacrified
herself for us.

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Who's to say this chick didn't
put that idea inside her head?
She's a telepath, right?

20
00:02:37,958 --> 00:02:40,160
What the hell
are you doing?

21
00:02:40,228 --> 00:02:44,064
Now's not the time. We came
here to find a missing girl,
not to avenge Jean.

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Who says?

23
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We're X-Men first.
Am I clear?

24
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BEAST: Gentlemen, please.
The very idea of attacking an
unarmed, unconscious woman.

25
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Frankly, I am appalled.

26
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You think I care?
If Frost killed Jean,
she's going down.

27
00:03:05,253 --> 00:03:10,758
Oh, why bother finding out if
she's guilty? That might just
complicate things, right?

28
00:03:10,824 --> 00:03:13,861
Good Lord, you're as
bad as the monsters
we're fighting against.

29
00:03:15,463 --> 00:03:17,365
BEAST: She's right, Logan.

30
00:03:34,047 --> 00:03:35,416
(GASPS)

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BEAST: Welcome back,
Miss Frost.

32
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KICK: How long are we going
to sit here? Those organs
are ready to harvest!

33
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If we're going to attack,
we need to do it now!

34
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Don't be so impatient, Kick.
After all, it's not every day
we get the X-Men

35
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delivering themselves to our
doorstep. Let's not waste
the opportunity.

36
00:03:58,772 --> 00:04:00,274
Keep collecting your data.

37
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KICK: How much damn
data do we actually need?

38
00:04:02,743 --> 00:04:05,779
We need to know the full
extent of their powers.

39
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We don't want any
nasty surprises, do we?

40
00:04:09,182 --> 00:04:13,153
After all, the last time
we faced Wolverine,
you ended up half a man.

41
00:04:13,220 --> 00:04:14,822
Hmm.

42
00:04:14,888 --> 00:04:17,825
All right. Secure the donors
and continue the data feed.

43
00:04:17,891 --> 00:04:19,827
U-MEN A.I.: Understood.

44
00:04:19,893 --> 00:04:23,531
EMMA: Jean Grey?
What are you talking about?

45
00:04:23,597 --> 00:04:27,000
WOLVERINE: Oh, come off it.
You used your mind voodoo
on her, didn't you?

46
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Manipulated her into
killing herself.

47
00:04:30,003 --> 00:04:35,309
You're barking up the wrong
tree. You X-People aren't even
on my radar any more.

48
00:04:35,376 --> 00:04:38,879
You act like I still belong
to the Inner Circle.

49
00:04:39,813 --> 00:04:41,682
You're saying you don't?

50
00:04:41,749 --> 00:04:45,453
Wow, you really are
hopelessly out of touch,
aren't you?

51
00:04:45,519 --> 00:04:49,022
I'm not crazy.
I saw you there right
before Jean died!

52
00:04:49,089 --> 00:04:52,960
I don't know who or what
you saw, but it wasn't me.

53
00:04:53,026 --> 00:04:57,197
Why should we believe you?
You were part of the Inner
Circle, and for all we know,

54
00:04:57,264 --> 00:04:59,900
you still might be,
and are just
lying to us.

55
00:04:59,967 --> 00:05:04,505
EMMA: Believe whatever you
want. You have me confused
with someone who gives a damn.

56
00:05:06,874 --> 00:05:10,478
What made you quit
the Inner Circle,
if I may ask?

57
00:05:10,544 --> 00:05:15,048
Yes, you may, Dr. McCoy.
It'll be a pleasure to speak
to someone rational.

58
00:05:15,115 --> 00:05:17,351
It's nice to see that,
contrary to rumor,

59
00:05:17,418 --> 00:05:20,454
not all of the X-Men
have gone completely
around the bend.

60
00:05:20,521 --> 00:05:23,391
Just answer the question.

61
00:05:23,457 --> 00:05:28,095
Since you asked, Dr. McCoy,
I was a very different
person when I first joined.

62
00:05:29,363 --> 00:05:33,534
It was a long time ago.
Things got out of hand.

63
00:05:33,601 --> 00:05:37,237
I couldn't be what
Mastermind wanted me to be.
So I left.

64
00:05:37,304 --> 00:05:40,040
CYCLOPS: Yeah, according
to you. Then you have
nothing to hide, right?

65
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(HISAKO GROANS)
EMMA: Hisako!

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Back off!
Stay right where you are.

67
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STORM: There you go.
You okay? Don't worry,
everything will be all right.

68
00:05:54,922 --> 00:05:57,090
We're all friends here.

69
00:06:08,001 --> 00:06:09,970
Emma!

70
00:06:13,741 --> 00:06:17,177
Emma!
I've got you.

71
00:06:17,244 --> 00:06:22,215
EMMA: You'll be okay.
You just overslept a little.

72
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HISAKO: Oh, my God,
I didn't know where you were,
I was waiting and waiting.

73
00:06:27,821 --> 00:06:30,524
It would appear
you two know
each other.

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EMMA: Yes. You see, as more
and more mutants began
manifesting in the area,

75
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Hisako's parents decided it
was time to call in someone
to help her with her

76
00:06:39,399 --> 00:06:43,070
special gifts. They asked me
to be her tutor.

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STORM: About her powers. We
were told she only showed them
once, when she was very young.

78
00:06:48,341 --> 00:06:55,248
True. But, as we all know,
they were likely to emerge
once Hisako hit puberty.

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Her parents didn't want
to sit by and wait for
her powers to reemerge.

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00:06:58,686 --> 00:07:01,522
They wanted to make sure
she was prepared.

81
00:07:01,589 --> 00:07:06,994
Especially with all the
mutants that have gone
missing around here recently.

82
00:07:07,060 --> 00:07:10,964
Of course, they tried calling
the Xavier Institute,
but it was shut down.

83
00:07:12,966 --> 00:07:17,871
Apparently, you were
all too busy dealing
with your own problems.

84
00:07:17,938 --> 00:07:22,710
Whatever the reason,
the X-Men weren't available.
And eventually, they found me.

85
00:07:22,776 --> 00:07:25,846
Years ago, I'd been the
headmistress of
a mutant academy.

86
00:07:25,913 --> 00:07:28,749
After I left the Inner Circle,
I went back to it.

87
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I enjoy teaching the next
generation how to harness
their powers.

88
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I was tutoring a remarkable
boy in South America when
Hisako's parents contacted me

89
00:07:39,326 --> 00:07:42,329
and asked me to come
and work with her.

90
00:07:42,395 --> 00:07:46,466
We began our lessons long
distance, communicating
telepathically sometimes,

91
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but mostly by
more mundane methods.

92
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I have a surprise.

93
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I should be finished here
in a few weeks, and then
I'm coming to see you.

94
00:07:55,242 --> 00:07:59,012
That's awesome news,
Miss Frost. I can't wait
to meet you in person.

95
00:08:00,681 --> 00:08:03,350
Same here.

96
00:08:03,416 --> 00:08:07,821
EMMA: Then Hisako
disappeared, and I came to
Japan as quickly as I could.

97
00:08:07,888 --> 00:08:13,060
I thought I'd be able to reach
her with my telepathy but I
couldn't make contact at all.

98
00:08:13,126 --> 00:08:16,764
It's like this whole
region is sort of a
telepathic dead zone.

99
00:08:16,830 --> 00:08:21,602
BEAST: Interesting.
Our Cerebro is also unable
to scan this area.

100
00:08:21,669 --> 00:08:25,973
EMMA: I went to the spot where
Hisako disappeared, hoping
to get some trace of her.

101
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But before I could,
the U-Men ambushed me.

102
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They injected me
with something that
inhibited my powers.

103
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Then, everything went dark.

104
00:08:48,629 --> 00:08:51,531
CYCLOPS: I'm sorry,
Miss Frost, but it's a little
hard for me to believe

105
00:08:51,599 --> 00:08:54,702
that a person like you could
be taken out by the U-Men.

106
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EMMA: They were cyborgs,
so I couldn't exactly use my
telepathy on them, could I?

107
00:08:59,039 --> 00:09:02,576
Besides, I thought if they
captured me they might
lead me to Hisako.

108
00:09:02,643 --> 00:09:06,914
WOLVERINE: You got a
tidy little answer for
everything, don't ya?

109
00:09:06,980 --> 00:09:11,318
Someone had to try and
find her. No one else was.

110
00:09:11,384 --> 00:09:15,823
Where were you?
The vaunted X-Men were
all away on vacation.

111
00:09:15,889 --> 00:09:18,125
Grabbing a little
me-time.

112
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Emma, who are
these people?

113
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Oh, don't be afraid
of them. They look scary,
but they're all right.

114
00:09:29,502 --> 00:09:32,906
They don't mean us
any harm. Not you, anyway.

115
00:09:36,209 --> 00:09:40,380
U-MEN A.I.: Biogenetic
analysis complete.
Cellular analysis commencing.

116
00:09:40,447 --> 00:09:42,916
Query, continue data feed?

117
00:09:42,983 --> 00:09:45,719
Keep it coming.
We need every last genome.

118
00:09:45,786 --> 00:09:47,154
U-MEN A.I.: Affirmative.

119
00:09:47,220 --> 00:09:48,622
(CHUCKLING)

120
00:09:54,695 --> 00:09:59,566
Aw, is the truth too hard
to wrap your head around?
Big tough guy.

121
00:09:59,633 --> 00:10:02,936
Na, I'm just pissed off they
didn't let me skewer you

122
00:10:03,003 --> 00:10:05,605
before we had to listen
to all that.

123
00:10:05,673 --> 00:10:08,676
Honestly, I don't
believe a word
of it either.

124
00:10:08,742 --> 00:10:09,843
EMMA: Hmm.

125
00:10:09,910 --> 00:10:11,812
CYCLOPS: But right now
our main concern is

126
00:10:11,879 --> 00:10:15,849
getting Hisako
out of here and
back to her parents.

127
00:10:15,916 --> 00:10:21,054
Is it just me, or does
it seem a little too
quiet around here?

128
00:10:21,121 --> 00:10:22,956
They're too chicken
to face us.

129
00:10:23,023 --> 00:10:25,525
They probably headed
for the hills when
they saw us coming.

130
00:10:25,592 --> 00:10:26,593
(MECHANICAL NOISE)

131
00:10:35,268 --> 00:10:37,404
You just had to
say something,
didn't you?

132
00:10:37,470 --> 00:10:40,841
Worked. Somebody had
to draw 'em out.

133
00:10:40,908 --> 00:10:44,411
You're still weak from that
last fight, Storm.
Leave this one to us.

134
00:10:44,477 --> 00:10:46,279
You look after
the girl.

135
00:10:46,346 --> 00:10:47,715
STORM: Be careful.

136
00:10:52,285 --> 00:10:53,286
(SNARLING)

137
00:11:04,998 --> 00:11:10,337
CHARLES: Cyclops,
where are you?
Beast, Storm, Wolverine!

138
00:11:10,403 --> 00:11:12,405
Why can't I reach you?

139
00:11:16,443 --> 00:11:17,444
(WOLVERINE GRUNTS)

140
00:11:21,148 --> 00:11:22,149
(CYCLOPS GRUNTS)

141
00:11:27,554 --> 00:11:29,522
What's
going on?

142
00:11:29,589 --> 00:11:34,962
Hisako, open your eyes.
I'm afraid you can't
hide from it any more.

143
00:11:36,196 --> 00:11:38,598
This isn't somebody
else's fight.

144
00:11:40,734 --> 00:11:42,535
I know.

145
00:11:53,747 --> 00:11:54,748
(CEREBRO WHIRRING)

146
00:12:27,848 --> 00:12:28,849
(GASPS)

147
00:12:33,686 --> 00:12:36,223
Why is it,
everything goes hazy

148
00:12:36,289 --> 00:12:40,160
when I try to focus
on that one part
of northern Japan?

149
00:12:40,227 --> 00:12:43,463
At the same time,
I see that boy so clearly.

150
00:12:43,530 --> 00:12:47,534
Could it be,
could it have something
to do with Yui?

151
00:12:48,802 --> 00:12:50,838
BEAST: It's almost
as if those cyborgs

152
00:12:50,904 --> 00:12:54,641
were more interested in
analyzing us than fighting us.

153
00:12:54,707 --> 00:12:58,678
WOLVERINE: Well, they're extra
parts now. You sure this is
the way out?

154
00:12:58,745 --> 00:13:00,848
Feels like we're going
in circles.

155
00:13:00,914 --> 00:13:02,315
(WOLVERINE'S CLAWS
SLICE THROUGH METAL)

156
00:13:02,382 --> 00:13:04,684
STORM: You feel better now?

157
00:13:04,751 --> 00:13:08,255
I got tired of looking
for the exit, so I decided
to make my own.

158
00:13:10,390 --> 00:13:14,227
U-MEN A.I.: Subjects
designated. X-Men are moving
beyond range of scanners.

159
00:13:14,294 --> 00:13:16,196
Data feed has
been interrupted.

160
00:13:16,263 --> 00:13:18,398
(GRUMBLING)

161
00:13:18,465 --> 00:13:21,969
KICK: If you'll
no longer be needing me.

162
00:13:23,336 --> 00:13:24,337
(GASPS)

163
00:13:25,672 --> 00:13:27,540
What's the matter?

164
00:13:27,607 --> 00:13:31,344
Whatever it was
they injected us with,
it's wearing off.

165
00:13:31,411 --> 00:13:35,782
I sense a presence
somewhere nearby.
Dr. McCoy was right.

166
00:13:35,849 --> 00:13:39,352
They are analyzing us.
Evaluating our powers.

167
00:13:49,963 --> 00:13:51,598
HISAKO: What is this place?

168
00:13:51,664 --> 00:13:56,269
BEAST: It appears to be
another operating room of
some kind. Or a laboratory.

169
00:13:56,336 --> 00:13:59,439
WOLVERINE: I don't even wanna
know what goes on in here.

170
00:14:02,209 --> 00:14:05,712
These tanks, there's
something in them.

171
00:14:05,778 --> 00:14:07,780
KICK: Don't touch!

172
00:14:10,483 --> 00:14:14,721
Do you know how difficult it
is keeping organs viable?

173
00:14:14,787 --> 00:14:19,292
And these aren't just
any old organs, no.

174
00:14:19,359 --> 00:14:22,862
These possess the secret
of unimaginable power.

175
00:14:25,298 --> 00:14:30,870
And why's that? Because they
were all harvested from
mutants just like you.

176
00:14:32,639 --> 00:14:35,375
What's up, Kick?
Miss your lower half?

177
00:14:35,442 --> 00:14:37,610
KICK: Oh, we'll
see about that.

178
00:14:37,677 --> 00:14:39,980
(KICK LAUGHING)

179
00:14:42,582 --> 00:14:43,616
(GASPS)

180
00:14:43,683 --> 00:14:44,985
Cyclops,
you all right?

181
00:14:45,752 --> 00:14:47,587
(GRUNTING)

182
00:14:49,422 --> 00:14:51,224
You're dead, freak!

183
00:14:55,862 --> 00:14:57,697
(GRUNTING)

184
00:14:57,764 --> 00:14:59,732
(WOLVERINE SCREAMING)

185
00:15:06,139 --> 00:15:10,210
(LAUGHING)

186
00:15:10,277 --> 00:15:15,415
Your adamantium skeleton makes
you an easy target for an
electromagnet, Wolverine.

187
00:15:15,482 --> 00:15:19,119
And Cyclops' visor is useless
if he can't reach it!

188
00:15:19,186 --> 00:15:23,056
I have to admit, Sublime's
data is really paying off.

189
00:15:23,123 --> 00:15:24,791
Storm!

190
00:15:24,857 --> 00:15:28,061
Who do you think you're
kidding, weather girl? We both
know you don't have

191
00:15:28,128 --> 00:15:30,763
enough strength left in you
to power a light bulb.

192
00:15:34,801 --> 00:15:39,572
Now, then, it's harvest time,
and I see we have
a bumper crop.

193
00:15:39,639 --> 00:15:44,077
And start with the girl's
organs. After all,
she was here first.

194
00:15:44,144 --> 00:15:47,647
But don't worry,
I'll get to all of you.

195
00:15:51,884 --> 00:15:54,821
Hold still, now.

196
00:15:54,887 --> 00:16:00,193
It's no use. My telepathy
won't work. There's
some kind of interference.

197
00:16:01,761 --> 00:16:03,596
BEAST: Cyclops, now!

198
00:16:06,966 --> 00:16:10,070
(KICK SCREAMING)

199
00:16:18,845 --> 00:16:21,414
Both of you, follow me!
We're getting
out of here.

200
00:16:24,417 --> 00:16:29,089
KICK: I don't think so!
I'm not through with her yet!

201
00:16:33,960 --> 00:16:37,064
If you want her,
you'll have to go through me.

202
00:16:37,130 --> 00:16:42,635
KICK: If you insist.
This will only hurt
for a second.

203
00:16:53,446 --> 00:16:55,715
Hisako, please
be careful!

204
00:16:55,782 --> 00:17:00,153
HISAKO: That's enough.
Stay away from her!
I won't let you hurt her!

205
00:17:03,323 --> 00:17:05,558
(KICK GRUNTING)

206
00:17:18,138 --> 00:17:19,972
(YELLING)

207
00:17:23,210 --> 00:17:24,811
(SCREAMING)

208
00:17:31,484 --> 00:17:33,886
WOLVERINE: Huh. Kid's
got a mean right hook.

209
00:17:33,953 --> 00:17:37,457
STORM: Wow. So those
are Hisako's powers.

210
00:17:39,326 --> 00:17:43,430
It's like a suit of armor.
A psionic exoskeleton.

211
00:17:43,496 --> 00:17:46,999
But she's still learning
how to control it.

212
00:17:49,336 --> 00:17:51,804
(HISAKO SCREAMING)

213
00:17:51,871 --> 00:17:55,775
EMMA: I was
afraid of this!

214
00:17:55,842 --> 00:18:01,214
Why does it hurt so much?
What's happening to me?
I can't see anything!

215
00:18:01,281 --> 00:18:06,553
Emma, where have you gone?
Tell me how can I turn it off!

216
00:18:08,321 --> 00:18:10,223
She's lost
control!

217
00:18:10,290 --> 00:18:14,026
It's all new to her.
And she's never generated
this much power before!

218
00:18:14,093 --> 00:18:17,197
HISAKO: Somebody, anybody!
Please, I can't stop!

219
00:18:17,264 --> 00:18:18,731
EMMA: Concentrate, Hisako!

220
00:18:18,798 --> 00:18:22,135
You can stop yourself!
Pretend you're
riding a bike, kid!

221
00:18:22,202 --> 00:18:23,403
HISAKO: That's not helping!

222
00:18:23,470 --> 00:18:25,772
WOLVERINE: Use your
brakes! Hit the brakes, kid!

223
00:18:25,838 --> 00:18:28,808
HISAKO: I'm trying.
I don't know how.

224
00:18:35,014 --> 00:18:37,750
Scott, what are
you doing?

225
00:18:37,817 --> 00:18:42,722
CYCLOPS: Don't be afraid!
You control your power,
it doesn't control you!

226
00:18:46,092 --> 00:18:48,895
(SCREAMING)

227
00:18:48,961 --> 00:18:53,966
Hisako! Don't give into it!
Don't let it take you over!

228
00:18:55,802 --> 00:18:58,538
I'm not strong enough
to make it stop!

229
00:19:00,907 --> 00:19:04,811
You're strong enough!
You can do this!
Fight it, Hisako!

230
00:19:04,877 --> 00:19:06,446
(HISAKO SCREAMING)

231
00:19:06,513 --> 00:19:08,147
EMMA: Believe, Hisako!

232
00:19:13,085 --> 00:19:15,788
Just believe in yourself.

233
00:19:15,855 --> 00:19:18,291
HISAKO: Emma.

234
00:19:18,358 --> 00:19:24,797
EMMA: We're all here to help
you. We all believe in you.
But we can't do it for you.

235
00:19:24,864 --> 00:19:29,068
Think of this as your
very first lesson.
Believe in yourself.

236
00:19:29,836 --> 00:19:32,939
I can do this.

237
00:19:33,005 --> 00:19:39,646
That's it. Now, take a deep
breath, and let your powers
know that you're in control.

238
00:19:52,625 --> 00:19:56,596
The first lesson's the
hardest, and you passed.
Well done.

239
00:19:57,930 --> 00:19:59,466
HISAKO: Really?

240
00:19:59,532 --> 00:20:03,270
Most people never
manage it. I'm
so proud of you.

241
00:20:06,138 --> 00:20:07,139
Thank you.

242
00:20:09,242 --> 00:20:15,515
Okay, I'm man enough to admit
it. I was wrong about her.
I don't think she killed Jean.

243
00:20:15,582 --> 00:20:18,518
Maybe you didn't
see what you thought
you did, Cyc.

244
00:20:18,585 --> 00:20:21,254
Whoever you
saw with Jean,
it wasn't her.

245
00:20:21,321 --> 00:20:24,190
It's hard to believe
she had anything
to do with it.

246
00:20:24,257 --> 00:20:28,261
I have to say, I'm
inclined to agree
with them, Scott.

247
00:20:28,328 --> 00:20:32,699
That's fine.
But let's not forget.

248
00:20:32,765 --> 00:20:38,538
She's a telepath. And for all
we know, she could've been
controlling our minds

249
00:20:38,605 --> 00:20:39,939
the whole damn time.

250
00:20:41,140 --> 00:20:43,976
SUBLIME: So much for
our base of operations.

251
00:20:44,043 --> 00:20:47,179
That's what I get for
letting Kick off his leash,

252
00:20:47,246 --> 00:20:52,519
letting him attack
the X-Men and forgetting
about our end goal.

253
00:20:57,357 --> 00:20:59,626
Let's wake 'em up and
take 'em home.

254
00:20:59,692 --> 00:21:00,693
Yeah.

255
00:21:05,765 --> 00:21:09,569
BEAST: We found the Ichiki
girl, Professor, and a number
of the other missing.

256
00:21:09,636 --> 00:21:13,840
They seem to be well. The
U-Men's plan has been thwarted
at least for the moment.

257
00:21:13,906 --> 00:21:15,241
Huh?

258
00:21:15,308 --> 00:21:18,345
KICK: You think
you've won, don't you,
you little brat?

259
00:21:18,411 --> 00:21:20,947
Well, surprise!

260
00:21:25,385 --> 00:21:28,321
EMMA: No! Hisako!

261
00:23:03,450 --> 00:23:06,185
STORM: Emma Frost has a few
surprises up her sleeve

262
00:23:06,252 --> 00:23:11,090
when she attempts to save
Hisako from a last-ditch
attack by the U-Men,

263
00:23:11,157 --> 00:23:14,393
and the X-Men find
the fight isn't over
when they're attacked

264
00:23:14,461 --> 00:23:17,730
on the way back
to the Xavier Institute.

265
00:23:17,797 --> 00:23:22,168
Meanwhile, Professor X
and Beast discover
a horrifying truth

266
00:23:22,234 --> 00:23:24,771
about what may
be happening in Japan.

267
00:23:26,372 --> 00:23:29,308
Next time on X-Men...
"Transformation."