Director Brian Singer was not at the helm for the third X-Men movie. The whole production seems a bit on the chaotic side. All kinds of people abandoned the project when Singer decided to direct Superman Returns instead. Nine different directors were considered before Brett Ratner took the job. It was the most expensive film ever made at the time, but critical reception was mixed, and the fans were grumpy. The acting received kudos, but there were top-notch actors throughout the cast, and the action scenes were well-received, but that’s why it was so expensive. It is still considered a third-film failure by many critics and fans.

It begins twenty years in the past, as Professor Xavier (Patrick Stewart) and Eric Lehnsherr/Magneto (Ian McKellen)—both made younger through special effects--meet Jean Grey as a girl to invite her to join the school for mutants. She impresses Magneto, particularly, with her reckless power. Ten years later, Industrialist Warren Worthington II discovers his sobbing son Warren III (later called Angel and played by Ben Foster) trying to hack off his growing wings.

In the present, Worthington Labs is touting a cure for mutants, made from the blood of a young mutant boy whose power is that all the mutants who come near him lose their own powers in his presence. Response within the mutant community is mixed—some want to take the shot, and others are incensed at the very idea. Magneto’s Brotherhood of Mutants warn that the cure will soon become compulsory, resulting in genocidal extinction for them all. In a scene reminiscent of the Fast and Furious movies, Magneto frees Mystique (Rebecca Romijn), Juggernaut (Vinnie Jones), and Multiple Man (Eric Bane) from a travelling prison-truck. Mystique shields Magneto from a cure-dart, losing her powers, and in super-villain style Magneto drops her like a hot potato. Later, she turns state’s evidence against him.

Cyclops (James Marsden), visiting the place where Jean Grey (Famke Janssen) died, sees her alive, and she kills him with a kiss. The Professor explains that Jean’s death freed The Dark Phoenix, the evil alternate personality within her that he has been trying to repress for so long. She flees to her childhood home, and both Professor X and Magneto go there to recruit her, with catastrophic results. There are more main-character deaths, mutants duelling fiercely, the entire Golden Gate Bridge being ridden across San Francisco Bay like a great steel Persian carpet, and a huge battle resulting in the triumph of mutant rights. In the denouements, it appears some deaths are not so permanent as we thought.

This may be the least successful film of the X-Men Trilogy, but there is a lot to enjoy. There are powerful mutants filling the screen with action and spectacle, like Storm bringing down the wrath of the troposphere on her enemies’ heads, Angel soaring on enormous white wings over San Francisco, Magneto riding the Golden Gate Bridge as easily as he would toss a police-car, Kelsey Grammar as Beast tossing off one-liners as he gallops to the attack like a great blue lion, Phoenix shredding unlucky opponents, the Prison of Alcatraz, and reality itself, Ellen Page bringing a touch of understated class as Kitty Pryde or Shadowcat—the girl who walks through walls--and, as always, Wolverine in several of his patented, highly un-Canadian berserker rages.