Jaob Farley, co-creator of Burl-X-Men: Days of Future Ass, hates X3. He hates it so much.


X-Men: The Last Stand is a failure on pretty much every level—structure, theme, storytelling, acting, editing, directing, screenwriting, costume design, makeup, uhhh…I’m running out of elements of filmmaking. If you can think of any I’ve missed, trust me, they were not well-represented in the film X-Men: The Last Stand.

Alright, so this is the third movie in the X-Men franchise, the sequel to 2003’s X2: X-Men United, which was, at the time, widely regarded as one of the best comic book movies of all time. (For context, the first Iron Man would come out in 2008, two years after The Last Stand.) By contrast, The Last Stand is so terrible that an entire subsequent film, 2014’s Days of Future Past, was dedicated almost entirely to erasing the events of The Last Stand.

At the time, the studio was eager to get a sequel to X2 out as soon as possible, but the franchise’s original director, Bryan Singer, had just left to work on Superman Returns. Eventually the film was handed to Brett Ratner, of Rush Hour fame, who was, shall we say, not the first-choice replacement. The script passed through about a dozen hands on its way to the screen and is a mashup of two completely different comics storylines—the “cure” for the mutant gene, and the cosmic Dark Phoenix saga. This is not an entirely organic marriage of themes.

Seeing this film originally in 2006, it was a major disappointment. It’s such a singularly bad film, however, that it has remained vivid in my mind, as opposed to fading away as many a technically “better” film has. Let’s explore all the ways in which this movie fails by working our way through the story, such as it is.

We open in a flashback to some vaguely defined history time. It kinda looks like the’50s, but that wouldn’t really make any sense within the context of the character’s history, so let’s just call it The Past. It’s probably the ’80s sometime. Anyway, a car pulls into a suburban neighborhood, and Professor X (Patrick Stewart) and Magneto (Ian McKellan) get out together. Their faces are CGI’d all to hell, so that instead of the dignified old men they are in real life, they appear to be youthful, vigorous PlayStation characters. They have some of the heavy-with-portent banter typical of the two characters and knock on the door of a house.

It turns out this is young Jean Grey’s house, and the two men are very keen to bring Jean to their private school. Young Jean makes a bunch of cars levitate and we see Stan Lee for a second, as is required in all Marvel-related films. We don’t really see how all this ends up.

This is an early example of one of the key failings of the movie, by the way. It spends exactly no time at all explaining who anyone is, how they’re related to one another, or what their motivations are. “Well it’s the third film in the franchise,” you might say in response. “Shouldn’t we be familiar with the characters by now?” I can see your point, hypothetical reader, but we’re told nothing about the NEW characters either. Also, even the returning characters are wildly inconsistent, both with their portrayals from previous films and from scene to scene within this very movie. We never really understand why anyone is doing anything or why we should care.

Ok. Back to the movie. We’re only on the second scene, here, so buckle up. Now we get a flashback to a slightly more explicit “TEN YEARS AGO.” A middle-aged man in a nice-looking apartment is knocking on the bathroom door, yelling at his son for taking too long in there. We hear some vaguely unpleasant squishing and the sounds of hurried activity, which is just like…hoo boy. I get it, Brett Ratner. I don’t like it, but I get it. Anyway, the dad kicks the door down and it turns out his son was trying to saw two chicken wings off of his own back because he’s ashamed to be a mutant who has chicken wings, I guess. (This is Angel, by the way. He’s one of the original five X-Men from the comics. This never happened to him there.) The kid’s crying, the dad’s upset, there’s bloody tools and feathers all over the kitchen. It’s a bad scene, man. A bad, comical scene.


Now we’re through with the flashbacks, we cut to the actual X-Men. They’re running around a wrecked-up battlefield, and we get some shots of the new mutants using their powers. Ellen Page is there. Of course, all this excitement actually turns out to be a Danger Room scenario. (The Danger Room is basically the holodeck from Star Trek, appearing here in the movies for the first time with no explanation whatsoever.) Wolverine (Hugh Jackman, of course) has a little spat with Storm (Halle Berry) for no better reason than Wolverine is just kind of generally anti-authority, and Storm is supposed to be the boss right now. She wants the young mutants to use teamwork, so Wolverine has Colossus (Daniel Cudmore) throw him at the threat, which he then decapitates. That seems like pretty great teamwork to me, but Storm’s still mad so I dunno. That thing where Colossus throws Wolverine is called a Fastball Special in the comics, and it’s usually pretty awesome. A nice touch, even though they never actually use it again. It’s basically Chekhov’s Gun sitting happily above the fireplace for the rest of the film.

By the way, the robot thing Wolverine decapitates is actually a Sentinel. They’re 30-foot tall government-controlled mutant-hunting robots from the comics, but don’t appear to exist in the movies, so it’s a little unclear why the X-Men are training to fight them. Maybe they have other Danger Room protocols for training to fight Bigfoot or Darth Vader or the vampire from ‘Salem’s Lot.

Ok, some more stuff happens. Cyclops (James Marsden) is sad because his wife died in the last movie, which this movie doesn’t really mention. Wolverine tries to comfort Cyclops, but Cyclops isn’t into it because Wolverine kept trying to steal his wife back when she was alive. Cyclops runs away from the mansion.

Now we cut to the White House or something, where we see Hank McCoy, aka The Beast (Kelsey Grammer), a blue furry monster-looking guy. His whole deal is that he’s actually very well-spoken and erudite. It’s ironic, you know. Anyway, he’s the President’s official Mutant Guy, the guy who is brought in to provide official advice on mutant-related matters and whose advice is then promptly and thoroughly ignored. We learn that the government is tracking Magneto (which makes sense, given that he’s a super-powered terrorist who wants to kill all humans), but they’ve captured his shape-shifting spy Mystique (Rebecca Romijn). We also meet Bollivar Trask, who is played here by Bill Duke. He doesn’t really have much to do in this film, but in the pseudo-alternate history created in the subsequent Days of Future Past film, Trask will instead be portrayed by Peter Dinklage, which is quite the change to the historical record indeed.

Not Peter Dinklage.

So then we cut back to Professor X teaching a class at the X-mansion that looks for all the world like it was ripped directly out of Hogwarts. Professor X is teaching two smirking twins, a redheaded girl, a boy with round glasses and a shaggy Daniel Radcliffe haircut…I honestly think this might be deliberate. I think this might be an actual joke, which would mean this weird casting choice counts as the most thoughtful thing in the entire movie.

Anyway, Ellen Page is there too. She’s playing Shadowcat, who has the power to become intangible. She and Professor X get into a little back and forth over the ethics of mutant abilities, with Xavier proclaiming that it would probably be wrong for a mutant to put their mind into a brain-dead person’s body, and Ellen Page kind of pushing back on that a little.

Before they get too into it, though, Professor X psychically senses something is amiss, just before a billion storm-dark clouds appear out of literally nowhere. Professor X dismisses his class and goes to chat with Storm about her sad feelings. She’s sad, but Professor X says she shouldn’t be, so now she isn’t, so the clouds go away. (Given what we later learn about how Professor X manipulates people’s minds without their consent, this scene actually may be creepier than it first appears.) He also tells her that Cyclops is all sad and boring now just because his stupid wife died or whatever, so he needs Storm to step up. Cyclops is old news, Storm’s in charge now! Professor X sucks.


Then Beast shows up to tell the X-Men that the government has actually developed a cure for mutants, so the plot of the movie can finally begin. Storm is stridently anti-cure, expressing the position that mutants are a race and should be protected and that there’s nothing wrong with being one. Everyone else seems a little more ambivalent. Rogue (Anna Paquin, a major character in the last two films who gets nothing much at all to do in this one) is pretty interested in the idea of the cure, given that her mutant power is to gruesomely kill anyone she ever touches. Storm hectors her about this a little bit, but Rogue actually does voluntarily go get the cure by the end of the movie and seems to wind up a lot happier because of it. Mixed messages abound in this film.

Magneto shows up at some kind of underground non-X-Men mutant gathering and starts recruiting soldiers for his gang. He’s a pretty impressive dude, so he’s able to turn them to his cause pretty easily, but his followers are mostly all chumps. One guy has retractable porcupine quills all over his body. He will later use these quills to give someone a Death Hug. Sabretooth he ain’t.

So then Cyclops goes out to where Jean Grey (Famke Janssen) died, though the audience is not told this. He gets sad at the water and shoots it with his eye lasers. This (apparently?) causes Jean to return to life. She shows up and they kiss. It’s nice.

Now, I would like to make something clear here—Cyclops just died. That was Cyclops’ death scene. He kissed his wife who just came back from the dead, and now HE’S the dead one. I point this out because the first time I saw this movie, I didn’t realize Cyclops was supposed to be dead for about 45 more minutes. I thought he was just gonna come charging back later but nope. Dead. Sure, go ahead and kill off one of your franchise’s main characters off-screen. What do I care?

Anyway, this causes the Professor to send Storm and Wolverine out to the site to investigate. They find Cyclops’ glasses, but then they find Jean herself and immediately forget all about Cyclops. For all they know, he’s wandering around in the woods, lost, eyes closed to contain his destructive eye beams. (But of course he’s actually dead. But they don’t know that yet!)

They bring Jean back to the X-Mansion, where Professor X confesses that he’s been tinkering with Jean’s brain ever since she was a little girl and he kiiiiiiinda accidentally created a super-powerful homicidal psychotic split personality within her. It’s a mistake any one of us could have made, really. Wolverine rightly points out that this is kind of ethically dubious and Xavier basically tells him to fuck off. Xavier is not a super-likeable figure in this movie, I’m going to be honest with you.


So now the mutant cure is officially announced on television. It turns out the guy who made the cure is the same guy who walked in on his son sawin’ off his chicken wings ten years ago, and has devoted his life to making a magic serum to fix his kid. Beast goes to the facility where they manufacture the cure. (It’s on Alcatraz Island, for no reason whatsoever beyond that it seems like a good place to have a climactic movie fight.) The cure is actually synthesized from the body of a mutant kid whose power is to negate other mutant’s powers.

I’m going to be generous here when I say that this power, as presented in the movie, makes absolutely no sense. There is basically a psychic field around the kid wherein powers “don’t work,” as evidenced when Beast’s hand temporarily goes from being all blue and furry to a regular human hand when he reaches towards the kid. As soon as he moves his hand away, it goes back to being all furry. I’m just going to let you stew on all the ways that doesn’t make sense and move on.

Now we go to a scene where Angel (now grown up and portrayed by Ben Foster) is going to receive the first official dose of his dad’s cure. They try and strap him down to a chair but he has second thoughts and bursts his wings from his restraining harness. That’s Angel’s power, by the way—he has wings. He’s also super-rich, which is why I assume Professor X actually let him hang around, since “having wings” isn’t much of a super-power, really. Angel flies away from all this and winds up at the X-Mansion. He never really interacts with the other characters, though he does fly by and save his dad from being thrown off a building at the end of the movie. I guess we’re supposed to feel good about that.

Also, this scene is my strongest memory from seeing it in the theaters. This is because when Angel spreads his wings for the first time, the woman sitting next to me gasped and murmured, “He’s so beautiful!” She had a lot more fun watching this movie than I did.

Anyway, Magneto then frees Mystique and gets himself a few new henchmen in the process. A guard shoots Mystique with a cure dart, turning her into plain ol’ Rebecca Romijn. Magneto responds by peacing the fuck out, leaving his most loyal henchman nude and convulsing on the floor, simply because she’s “human” now.

This is, far and away, the biggest misstep in the entire movie regarding Magneto. I hate his reaction to this so much that it actually makes me angry. Rather than holding Mystique (again, his MOST LOYAL henchman through the past two films) up as an example of the barbarity humans and their ambitions to wipe out mutants, he just laughs it off. “Sorry bae! LATER!”

Anyway, in the meantime, Jean has woken up and she’s all evil now. She escapes from the X-Mansion and beats up Wolverine in the process. The X-Men (who currently consist of Wolverine, Storm, and Professor X) track her to her childhood home. Coincidentally, Magneto also knew Jean would be there. He brings his slightly larger crew of mutants (including Juggernaut, tiresomely played by Vinnie Jones). The lieutenants all tussle with one another, while Xavier and Magneto head inside to hold a little debate for Jean’s soul. Professor X argues somewhat unconvincingly to let him keep tinkering with Jean’s brain. Jean doesn’t care for the suggestion, so she explodes all of Xavier’s molecules. Magneto then gathers her up and they escape together. There’s no real reason for Jean to go with Magneto, but she does. Who cares, at this point.

We see the X-Men having a funeral for Xavier (no such dignity for Cyclops, you’ll notice), and everyone is sad. They think maybe they should close the school, but then they decide not to, even though the only teachers on staff are a 150-year-old berserker from the Canadian backwoods and a woman whose only expertise is in the toad-and-lightning-related sciences.

X-Men: The Last Stand

Wolverine decides to go find Magneto’s evil lair and try to convince Jean to come back. In the comics, Magneto has had some suitably impressive evil lairs, like asteroid bases, or island strongholds. In The Last Stand, his secret base is a tent city in the woods. It’s pretty pathetic, honestly. I can’t really picture Magneto restlessly shifting around in his mummy bag, trying to find a position on the ground that doesn’t have any roots or sharp rocks poking him in the back. I guess we’re meant to assume that’s what happens to him every night, though. Poor choices, Magneto.

Anyway, Wolverine happens to show up just as Magneto is giving a speech which outlines his evil plan to his followers. (The plan basically boils down to “let’s go trash the place that makes the cure!”) Wolverine tries to convince Jean to come home, but she’s too evil now.

We also get a scene re-establishing the young mutants from the beginning of the movie, because they’re about to become important again. Ellen Page and Iceman (Shawn Ashmore) have a mild flirtation which could, under some circumstances, be considered cute.

From here on out, it’s all a bunch of nonsense. Not like it wasn’t before, but now they just throw any pretense out the window in favor of low-budget explosions. Magneto rips up the Golden Gate Bridge and drops it on Alcatraz (which is awesome, to be fair). His “army” of fifty or so crummy mutants starts getting mowed down by guns shooting cure darts, which the military had the foresight to make out of plastic so Magneto can’t tear them up.

The X-Men decide that Magneto blowing up Alcatraz will be bad for human/mutant relations, so they decide to go stop him. They’re a little short-staffed at the moment, though, so they grab some of the underaged teens at the school to act as cannon fodder and take off.

A fight scene occurs.

Eventually the X-Men are triumphant. They stab Magneto with the cure, even though they were kind of fighting to prevent the cure, even though earlier Wolverine told Rogue she should get the cure if she wanted to, but the cure is bad, but maybe it’s good in some situations. This is not a movie with a clear moral position.

At that point, the movie remembers that, oh yeah, this was a Dark Phoenix movie too, so Jean Grey starts going nuts and disintegrating things. Everyone else runs away except for Wolverine, whose healing factor allows him to get close enough to Jean to stab her to death, thus providing a happy ending for all.

So that’s it. The movie ends with Jean dead again, and everything kind of back to normal. I guess the cure still exists, since Rogue got it voluntarily, but nobody seems to mind all that much. Magneto apparently does not have to go to jail for his many murders, but is instead allowed to sit in a park by himself, playing chess. The movie ends with him maybe being able to move a metal chess piece a little bit, so maybe the cure didn’t work so hot. I smell sequel! (No, I don’t.)

Ugh. This movie. It’s just bad on every level, and not the fun kind of bad. Rather, the kind of aggravating bad that compels you to continue watching, despite (or perhaps because of) the fact that it’s actually making you angrier the longer it goes on. Character motivations are all over the place. Characters disappear for huge chunks of the movie for no reason. Characters act in direct contrast to their established behavior in previous films for no reason. The story is muddled. Concepts and characters are lifted from the comics with no regard to how they relate to one another. Either the story of Jean as the Dark Phoenix OR the story of the mutant cure would have been fine movie plots all on their own, but mashing them up just makes both weaker.

The cure story alone has so much potential—is the cure bad because it exists? Is it bad because of the potential for it to be administered against one’s will? Is it reasonable for a person to want to change who they are, if who they are is legitimately dangerous to the well-being of others? All these questions are mostly hand-waved in the movie in favor of…well…not really in favor of anything.

So here the main X-Men franchise ends. An ambitious final film doomed to collapse from the beginning, all factors arrayed against it. A punishment to the people who worked on it and the people who watched it. Days of Future Past may have erased the events of this movie, but would that it could erase our memories of it as easily.


– Rogue seriously gets screwed in this one. Nobody cares about her at all. Even when she finally confesses her real name (“Marie”) to Wolverine, he’s literally walking away and just tosses back over his shoulder. “Yeah, great, Marie, ok, see ya!”

– One of the ideas this movie presents but utterly fails to explore is the concept of a specifically mutant subculture. Some of the comics, particularly the Grant Morrison comics, get into the idea that, since there are millions of mutants out there, they have their own fashion and music and art. This is very briefly touched on here, with absolutely no follow-through.

– They never make any mention of the fact that the bulk of the movie’s action takes place in San Francisco, but the X-Mansion is in upstate New York, and the lake where Jean returns is in Canada. The movie treats all these places like they’re down the street from one another.