X-Men: The Last Stand (2006)
(aka X-Men 3: The Last Stand)
d. Brett Ratner, 104 minutes

Film Plot Summary

The film began with a flashback from 20 years earlier - two men stepped from a New York State-licensed car that pulled up outside the residence of Jean Grey's (Haley Ramm as child, Famke Janssen as adult) parents in a quiet suburban neighborhood: they were former allies Professor Charles Xavier (Patrick Stewart) and Eric Lensherr/Magneto (Ian McKellen). Eric spoke: "I still don't know why I'm here. Couldn't you just make them say yes?" Xavier responded that it wasn't his way and would misuse his power. This case was considered "special" - they were recruiting students for Xavier's School for Gifted Youngsters.

Jean's parents felt that their daughter had an "illness," although the young red-headed girl's telekinetic and telepathic powers were extraordinary. To the two adult mutants, she demonstrated how she could lift cars, a lawnmower, and a stream of water-hose water (the neighbor was played by Stan Lee!) outside on the street. Eric was fascinated by her power, while Charles asked: "The question is, will you control that power or let it control you?"

The next scene was set "ten years ago." In a high-rise apartment bathroom, a young mutant blonde boy, feather-winged Warren Worthington III/Angel (Cayden Boyd as young Angel, Ben Foster as older), was painfully scraping his bloody back with an array of knives, blades, and scissors while secretly trying to cut off his wings. His panicky, angry father Mr. Warren Worthington II (Michael Murphy) ordered the door to be opened. He was exasperated when he caught his son standing amidst feathers: "Oh God, not you."

Now "in the not too distant future," a simulated apocalyptic training battle (with flames and enemy fire) was held in the Danger Room for four students, led by adult mutant X-Men from Xavier's School: Storm (Halle Berry) and Wolverine (Hugh Jackman), who was subbing for mourning field leader Scott Summers/Cyclops (James Marsden). Students using their powers to defend themselves included:

• Marie/Rogue (Anna Paquin) - with the power to absorb life forces
• Peter Rasputin/Colossus (Daniel Cudmore) - with the ability to change his skin into organic steel to provide strength and resistance
• Bobby Drake/Iceman (Shawn Ashmore) - Rogue's boyfriend who could create blasts of icy air
• Kitty Pryde/Shadowcat (Ellen Page) - able to phase through matter and walk through walls

Wolverine assessed the students to Storm: "They're not ready." Single-handedly, he decapitated a giant robotic enemy Sentinel, and then declared: "Class dismissed." Storm was angered by Wolverine's approach: "Look, you can't just change the rules when you feel like it. I'm tryin' to teach 'em something. It was a defensive exercise." The absent teacher Scott was still mourning and healing from the loss of girlfriend Jean Grey at Alkali Lake (at the end of the previous film).

The Department of Mutant Affairs, the government's new mediator, was headed up by blue-skinned, furry Secretary Hank McCoy/Beast (Kelsey Grammer) (a former student at Xavier School), who was introduced hanging upside down from his office ceiling while reading a book. In a meeting with mutant-tolerant US President (Josef Sommer), it was reported by Secretary Bolivar Trask (Bill Duke) that Homeland Security was tracking Magneto and lost him, but had apprehended instead a "consolation prize" - his right-hand assistant, shape-shifting and blue-skinned Mystique/Raven Darkholme (Rebecca Romijn), who was caught breaking into the FDA. Having her in custody provided "some diplomatic leverage" with Magneto. Mystique had stolen files from the FDA, including documents from a high-tech corporation named Worthington Labs about Mutant Gene Suppression. One was a file about young, bald mutant boy Jimmy, aka Leech (Cameron Bright), who could suppress or neutralize powers of nearby mutants. There was the potential for using his DNA to derive a "cure" for the 'mutant problem.'

In his Mutant Ethics class at Xavier School, the wheel-chaired Professor was teaching students about the use/misuse of power:

"When an individual acquires great power, the use or misuse of that power is everything. Will it be for the greater good? Or will it be used for personal or for destructive ends? Now this is a question we must all ask ourselves. Why? Because we are mutants. For psychics, this presents a particular problem. When is it acceptable to use our power and when do we cross that invisible line that turns us into tyrants over our fellow man."

He played a case study on a tape sent to him by colleague Dr. Moira MacTaggert (uncredited Olivia Williams), who was caring for a hospitalized patient born with no higher-level brain functions (or consciousness), although his organs and nervous system still functioned. Xavier proposed the hypothetical idea of transferring the consciousness of a father of four with terminal cancer into the man's body, to have him survive. Would that be ethical behavior? He paused to notice ominous gigantic rain clouds developing, and then abruptly dismissed the class.

He spoke to Storm, realizing that her disturbed mood had caused the unpredicted gray clouds. The worried Professor discussed with her the dilemma facing mutants in the current world. He explained how Magneto could be a fugitive and in hiding, although there was a mutant present in the tolerant President's Cabinet: "But we still have enemies out there. And I must protect my students." Things had improved, although he reminded her: "But you, of all people, know how fast the weather can change." They met with awaiting Secretary Hank McCoy for an appointment made on short notice. He announced the apprehension of Mystique, and predicted she would lure Magneto to break her free. The greatest problem, however, was regarding the controversial information he had seen in the file. The major government-supported pharmaceutical company, Worthington Labs (located on Alcatraz Island) headed by Warren Worthington II (with a mutant son himself), had developed a mutant "cure" - a mutant antibody to suppress the mutant 'X' gene permanently. The irreversible, voluntary cure was offered to treat undesired mutations and suppress mutants' powers, allowing them to return to 'normal' and assimilate into society. Storm objected: "Well, that's ridiculous. You can't cure being a mutant...Since when did we become a disease?" At that moment at his Alcatraz Facility, Worthington was holding a press conference to announce the miraculous discovery, what he called "the answer to mutation."

Many mutants protested that their "corruption of healthy cellular activity" was not a disease, although Secretary McCoy argued some mutants might accept the treatment: "Is it cowardice to save oneself from persecution?" A crowded community action meeting of mutants only ("No Humans Allowed") was held at a church to air viewpoints and opinions. One tall and skinny mutant in front of the audience recommended organizing and forming a committee to bring its proposals to the government to educate it. Another feared the government would soon wish to exterminate them, even though the cure was voluntary. Magneto (followed by Pyro/John Allerdyce (Aaron Stanford)) joined the conversation on stage, asserting that the government was already planning to enforce the cure to kill off the mutant population ("They will draw first blood"). Distressed by the news and fearing mutant extermination and genocide, trouble-making militant Magneto asked for volunteers to join his army (of the Brotherhood and others) to fight the humans: "The only question is, will you join my brotherhood and fight or wait for the inevitable genocide? Who will you stand with - the humans or us?" As Magneto left the meeting, a diverse group of outcast mutants, calling themselves the Omegas, questioned Magneto and considered his proposal:

• Callisto (Dania Ramirez) - the gang's leader, with superhuman senses and superfast speed; she could also sense other mutants and their powers
• Kid Omega (Ken Leung) - with porcupine-like spikes, mostly ejected from his face
• Arclight (Omahyra Mota) - with the ability to generate shockwaves

Secretary McCoy visited the Worthington Labs on Alcatraz, where he was greeted by scientist Dr. Kavita Rao (Shohreh Aghdashloo). There, experiments with the DNA of young Jimmy aka Leech ("the source of the cure") had created a mutant solution. The work continued to fully map the gifted boy's DNA in order to replicate it. As McCoy put out his hand to shake Jimmy's in the bald boy's sealed room, his hand temporarily turned human-looking - demonstrating the boy's extraordinary gift.

A second strand of the plot involved Dr. Jean Grey (Famke Janssen) who appeared to have survived her sacrificial watery death in the previous film when bereaving Cyclops was visiting Canada's Alkali Lake. He heard her voice calling his name and had visions - were they mind tricks of his own? After blasting the water with his optic powers (he had removed his protective ruby glasses), the shockwaves created a small whirlpool, and the deceased Jean was conjured up out of it from a strange, bright blinding light. She asked for him to trust her and open his eyes ("Open them, they can't hurt me") as she controlled his powers and neutralized his glowing red eyes. When they kissed, she killed him. Back at Xavier's School, the Professor simultaneously sensed Cyclops' distress. At the foggy scene of Cyclops' disappearance where they had been dispatched, Storm and Wolverine found only telekinetically floating rocks and other objects, Cyclops' shades, and an unconscious Jean.

She was brought back to the school's infirmary for diagnosis. Professor Xavier believed she had survived by wrapping herself in "a cocoon of telekinetic energy." She was categorized as a unique Class 5 mutant with limitless potential. Jean had unleashed her uncontrollable, unconscious dormant id-like powers, previously suppressed and kept in check by Xavier who had created "psychic barriers" to control her. She had evolved into a raging, purely instinctual, alternate dual personality called the Dark Phoenix, and her beastly, angry self could be uncaged at any time in a struggle to be free.

Meanwhile, mutant protestors gathered in San Francisco, reacting negatively to the announcement of first-time availability of the "mutant cure" to the public, although some mutants welcomed it. In his top floor office of Worthington Labs in the city, Warren Worthington II was preparing to use the cure on his grown teen son, Warren Worthington III/Angel. As the son was about to be injected with the cure by Dr. Rao, Angel panicked ("I can't do this"), struggled with restraining straps, and yelled at his father for making decisions for him: "It's what you want!" Angel smashed through a window, spread his enormous white-feathered wings, soared and flew in the sky toward the SF Bay and Golden Gate Bridge.

As polymorphic Mystique was being transported in a mobile truck-prison within a convoy, helmet-wearing Magneto (assisted by Pyro and Callisto and other Omega gang members) blocked their route and sent escort cars flying off to crash. After being freed from her cell, Mystique reported to Magneto about her findings - the source of the cure was a mutant child being held on Alcatraz Island at Worthington Labs. They released other imprisoned inmates in the mobile prison to assist them in the Brotherhood:

• Multiple Man/James Madrox (Eric Dane) - a bank robber, with the ability to duplicate himself into various copies
• Juggernaut/Cain Marko (Vinnie Jones) - with tremendous brutish strength, also fast-moving ("If he builds any momentum, no object can stop him")

Suddenly, Mystique blocked a dart from a "cure"-gun from striking Magneto, causing her to quickly lose her mutancy powers. Pyro incinerated the attacking cop/guard with a ball of flame before further 'cures' could be made. When self-sacrificing Mystique, now completely naked and human, begged to be taken away with Magneto, she was heartlessly abandoned by him: "I'm sorry, my dear. You're not one of us anymore. (to himself) Such a shame. She was so beautiful."

In the White House, Sec. Hank McCoy spoke to the President about his resignation from the Cabinet, to protest the policy of turning the cure into a weapon - what had been clearly demonstrated during the convoy rescue. Both were worried about the future of democracy: "I worry about how democracy survives when one man can move cities with his mind." They forecast that things would only get worse. In the school's infirmary within the mansion where Jean's brain waves continued to be examined as she laid on a lab table, she telekinetically detached her helmet and removed other medical instruments from her body. She sat up and became passionate with Wolverine/Logan, causing him to wonder about her dual personalities and request that she take it easy. A struggle between the dueling parts of herself commenced, causing the room to shake and objects to break. During the transformation, she begged Logan: "Kill me before I kill someone else." Her Phoenix side became dominant ("I don't want to fix it") as she rose from the table, propelled Logan into a wall, telekinetically tore off the steel door of the lab, and walked off. Shortly later, Professor Xavier feared: "It may be too late."

In his base headquarters, Brotherhood leader Magneto examined the gun that "cured" Mystique, telling Pyro: "I told you they would draw first blood." He knew evidence of the gun's purpose would cause more mutants to join his army. He was informed by Callisto that she was sensing a massive electromagnetic force generated from a Class 5 mutant - Magneto knew the source and wished to know Jean's location. Both Magneto and Xavier (each were accompanied by supporters) arrived at Jean's childhood home to compete for her loyalty. Reform-minded Xavier told Jean that he was there to bring her home and help her (and control her for her own good), but she thought that he was only there to suppress her great power ("Stay out of my head!"). Although Xavier begged her to trust him because he could help her control her dangerous power, Jean's dark-skinned, glass-eyed Phoenix resisted listening to her former mentor, snapped and released a gigantic telekinetic blast and storm, causing objects to fly around. Another battle commenced outside between Xavier's supporters (Logan and Storm) and Magneto's followers (Juggernaut, Quill, Arclight, and Callisto), and soon carved a destructive path into the house. As the house was being thoroughly wrecked, everyone watched helplessly as Xavier's body was blown up and disintegrated by the Phoenix's massive telekinetic power - all that was left was his empty wheelchair. His last words were: "Don't let it control you." Then, she departed with Magneto.

The next day, a memorial service was held in Xavier's mansion with tearful mutant students in attendance, when Storm eulogized the Professor:

"We live in an age of darkness, a world full of fear, hate and intolerance. But in every age, there are those who fight against it. Charles Xavier was born into a world divided, a world he tried to heal - a mission he never saw accomplished. It seems the destiny of great men to see their goals unfulfilled. Charles was more than a leader, more than a teacher. He was a friend. When we were afraid, he gave us strength. And when we were alone, he gave us a family. He may be gone, but his teachings live on through us, his students. Wherever we may go, we must carry on his vision. And that's a vision of a world united."

Terrorist-like Magneto assembled an encampment of malevolent mutants in a wooded area to fight for freedom, including Pyro, Jean Grey's Phoenix, gang members of the Omegas, and others. Eric told Jean that he had always admired her as a "goddess" that could do anything - exemplifying "the next stage in evolution." To demonstrate her unbelievable powers, she manipulated his "cure"-gun, disassembled its four syringe components, and threateningly floated them toward him to scare him. Compared to Xavier, Eric said he hadn't wanted to hold back her unstable powers, but wanted to let her be "as nature intended." Eric told Pyro that he still had admiration for his former ally the Professor, who "did more for mutants than you'll ever know. My single greatest regret is that he had to die for our dream to live."

It was decided that Xavier's School would remain open in the future, and the students would fight for its survival. A new student arrived to find safe haven and was welcomed by Storm - Warren/Angel. Bobby then discovered that mutant girlfriend Rogue had packed up and left. Before departing, she had explained to Logan: "I wanna be able to touch people...A hug, a handshake, a kiss." Hearing Jean's voice as he visited Xavier's memorial plaque, Logan decided to leave (via motorcycle) and pursue the loving Jean he had always known.

Meanwhile, outside the Worthington Labs building, protests continued between those who wanted the cure and those who didn't. While looking for girlfriend Rogue (who was lined up to receive a shot of the mutant cure), Bobby/Iceman was confronted and provoked by former friend Pyro. Although they didn't engage in a fight using their opposing powers, Pyro threw a huge firebomb at the building which exploded all of the street-level windows. Magneto issued video-warnings to be broadcast by the media:

Today's attack was only our first salvo. So long as the cure exists, our war will rage. Your cities will not be safe. Your streets will not be safe. You will not be safe. And to my fellow mutants, I make you this offer - Join us or stay out of our way.

Now that this was a national security matter, the US President ordered Worthington Labs to be seized and secured. Troops were deployed with "cure"-weapons. Magneto was to be found and stopped immediately - "by any means necessary." He added: "Magneto wants a war. We'll give him one." Soldiers' metal weapons were replaced with plastic weapons loaded with cure cartridges. All of Worthington Labs' facilities were surrounded by troops. At the same time, Logan/Wolverine had located Magneto's forest camp through his senses, but on his way there was confronted by mutant Spike (Lance Gibson). Wolverine fended off the hurled spikes and eventually overpowered him by stabbing him with his adamantium claws, then snuck into the camp where Magneto was speaking to his cheering followers, urging them: "They wish to cure us, but I say to you, we are the cure...the cure for their infirm, imperfect condition called Homo sapiens. They have their weapons, we have ours. (He looked over at Phoenix) We will strike with a vengeance and a fury that this world has never witnessed. And, if any mutants stand in our way, we will use this poison against them." Magneto announced his plan - an all-out attack on the lab at Alcatraz Island to abduct the mutant boy - they would take control of the "cure" and destroy its source: "Nothing can stop us." Logan had a few brief words with Magneto - he claimed that he was there only to take Jean back. Magneto asserted that Jean was there of her own accord ("She's here because she wants to be"), and then used his metal-controlling powers to forcefully eject Logan into the air and propel him into a tall tree far away.

The forces of the US President and the White House were aided by the betrayed Mystique/Raven Darkholme, who revealed the location of Magneto's base of operations in the forest: "Hell hath no fury like a woman scorned." Troops equipped with "cure"-guns had surrounded the encampment, but when they charged, the mutants rapidly vanished from the surveillance-satellite screen. Magneto had known of their impending attack and had left only Multiple Man behind to replicate himself as a decoy.

The X-Men, including Logan, Storm, the Beast, Iceman, Colossus and Shadowcat regrouped and worked as an outnumbered team of six to aid government soldiers defending the lab at Alcatraz near San Francisco, and to combat Magneto's attacking army. They departed in their black X-Jet as Magneto and hundreds of his Brotherhood marched united across the Golden Gate Bridge. With his tremendous power, he levitated part of the bridge into the air, broke it off from its columns, and extended it across the SF Bay to provide a connected accessway from the city to Alcatraz Island. The hostile mutants approached the island (the lesser-powered "pawns" attacked first), weakly defended by troops with plastic guns armed with the cure. Arclight sent shockwaves toward the soldiers to split apart their plastic weapons and neutralize them.

During the massive conflict after the X-Men arrived (in the jet's Stealth Mode) and set up a defense line between the soldiers and the Brotherhood, Kitty/Shadowcat saved mutant boy Jimmy from being killed by nullifying Juggernaut's powers (and knocking him out), while Storm took on Callisto and electrocuted her. Dr. Rao was killed by Kid Omega's porcupine-like spines, while Mr. Worthington, who was taken away by the Omega gang, was saved from a fall to his death from a ledge by his flying son Angel. Iceman dueled with Pyro to overcome him, and Magneto's powers were nullified when the Beast injected him in the chest with four cartridges of the 'cure.' Becoming weak and human, Magneto turned to Jean, telling her: "This is what they want for all of us."

It looked like the battle was over - but then ground troops arrived and shot at Jean. Everyone evacuated or escaped as her destructive and raging Phoenix was unleashed, levitated into the air and disintegrated the entire area with a telekinetic storm. In combat with her, Logan ("the only one who can stop her") fought his way to her side. He told her that he would die for her - and then, when she begged him to save her with the 'Jean' side of herself, he confessed that he loved her - and reluctantly stabbed her in the gut with his claws. She was finally stopped - and released her devastating rage. He screamed out: "No!" as he held her dead in his arms.

As the film ended, Xavier's School for Gifted Youngsters would now be run by Storm (with Logan as one of the teachers), and power-sucking, hair-streaked Rogue - who decided to take the 'cure' ("It's what I wanted") - commenced a real romance with boyfriend Bobby/Iceman. Beast/McCoy was appointed the new UN Ambassador (Logan: "Way to go, furball!") by the President. Angel flew freely above the Golden Gate Bridge and a city park. Magneto was living life as an ordinary human, playing chess in a SF park. There were hints that he was regenerating his mutant powers when he telepathically caused a metal chess piece to slightly tremble.

After the closing credits, Xavier's colleague Dr. Moira MacTaggert came into a hospital room to treat a comatose patient, and quickly said: "Good morning." She heard Xavier's voice response from the bed: "Hello, Moira." Startled, she straightened up and replied: "Charles?" [The implication was that Charles had transferred his consciousness into the man's body and would survive.]

Film Notables (Awards, Facts, etc.)

The third film in the series, and a second sequel, with most of the characters returning from the original film, with some additional ones.

The Wolverine (2013) was considered a sequel to this film as well.

With a production budget of $210 million, and box-office gross receipts of $234.3 million (domestic) and $459 million (worldwide). It was the highest grossing film of the original trilogy, and of all seven films in the franchise (to 2014).

Set-pieces: the mysterious resurrection of Dr. Jean Grey at Alkali Lake, the rescue of Mystique from a moving prison truck, the battle between opposing mutant forces at Jean Grey's house ending with the death of Professor Xavier, and the scene in which the Golden Gate Bridge was moved to serve as a gangway to Alcatraz Island - and the ensuing climactic conflict.