SCREEN IT! PARENTAL REVIEW: X-MEN: THE LAST STAND

"X-MEN: THE LAST STAND"
(2006) (Hugh Jackman, Patrick Stewart) (PG-13)

Alcohol/ Drugs	Blood/Gore	Disrespectful/ Bad Attitude	Frightening/ Tense Scenes	Guns/ Weapons
None	Moderate	Extreme	*Mild	Moderate

Imitative Behavior	Jump Scenes	Music (Scary/Tense)	Music (Inappropriate)	Profanity
Mild	Minor	Moderate	None	Moderate

Sex/ Nudity	Smoking	Tense Family Scenes	Topics To Talk About	Violence
Heavy	Minor	Minor	Moderate	Extreme

QUICK TAKE:: Action/Adventure: A group of superhero mutants battles other mutants who are upset about a cure that's been developed to turn all of them back into regular humans.

PLOT:

Following the apparent death of mutant superhero Jean Grey (FAMKE JANSSEN) while battling evil mutant Magneto (IAN McKELLEN) and his followers, the surviving X-Men are trying to get on with their lives. That includes headmaster Professor Charles Xavier (PATRICK STEWART) who resumes teaching new students, such as Kitty Pryde (ELLEN PAGE), while Storm (HALLE BERRY) and Wolverine (HUGH JACKMAN) clash over how to train them in simulated battles.

But not everyone is happy, including Cyclops (JAMES MARSDEN), Jean Grey's boyfriend who's still reeling from her demise, while young mutant Rogue (ANNA PAQUIN) is still frustrated that her deadly powers mean she can't even hold hands with her boyfriend and fellow mutant, Bobby (SHAWN ASHMORE).

But there's a greater concern for the world of mutants as Dr. Hank McCoy (KELSEY GRAMMER) of the Department of Mutant Affairs reports that Alcatraz-based Worthington Labs has developed a serum that can turn mutants back into humans. It seems that researcher Warren Worthington II (MICHAEL MURPHY) was so upset that his son, Warren Worthington III (BEN FOSTER), was a winged mutant that he looked for such a cure and found it in the form of young boy Leech (CAMERON BRIGHT) whose very presence nullifies any mutant powers.

Concerned that The President (JOSEF SOMMER) and his assistant Trask (BILL DUKE) will use the cure to rid the world once and for all of every mutant, Magneto and former Xavier student Pyro (AARON STANFORD) free a number of other mutants to help them defeat the cause. Among them is longtime Magneto ally, the shape-shifting Mystique (REBECCA ROMIJN) and the indestructible Juggernaut (VINNIE JONES). As his name would indicate, Multiple Man (ERIC DANE) can create multiple versions of himself, while the speedy Callisto (DANIA RAMIREZ) can track any mutant.

Once he realizes that Jean Grey has risen from the dead with her powerful, inner alter-ego, The Phoenix, making her the most powerful mutant ever, Magneto uses Callisto to find and recruit her. As that band of bad mutants make their way toward Alcatraz to destroy Leech and the cure derived from him, Wolverine and the other mutants set out to stop them.

WILL KIDS WANT TO SEE IT?: If they're fans of the previous two "X-Men" films, that's a definite yes.

WHY THE MPAA RATED IT: PG-13: For intense sequences of action violence, some sexual content and language.

CAST AS ROLE MODELS:: PATRICK STEWART plays the wheelchair-bound leader of the X-Men who's not only concerned about news of the cure and Magneto's reaction to it, but also what's become of Jean Grey and her growing but increasingly volatile powers.
HUGH JACKMAN plays the brooding and perturbed mutant with retractable steel blades in his hands and the ability to heal instantly. He finds himself falling for Jean Grey while battling Magneto and his minions, briefly smokes and uses some profanity.
FAMKE JANSSEN plays the telepathic mutant who's metaphorically and perhaps literally returned from the dead with an increasingly volatile alter-ego personality that battles for dominance of her body. She kills many people and mutants while controlled by her alter-ego.
HALLE BERRY plays a mutant who can control the weather and finds herself alternating between clashing and working with Wolverine.
JAMES MARSDEN plays a mutant who can fire laser beams from his eyes and is still distraught by Jean Grey's apparent death in the last film.
SHAWN ASHMORE plays a younger mutant who can freeze anything and finds himself somewhat drawn to new student Kitty, despite being Rogue's boyfriend.
ANNA PAQUIN plays his girlfriend, a mutant who's become frustrated that she can't even touch him since any contact with others is deadly.
IAN McKELLEN plays the leader of the rebel mutants who wants to battle the government's plans to "cure" all of them. Able to control all metal, he kills various people while pursuing his course of action.
AARON STANFORD plays his fiery lieutenant, a former student of Xavier's who clashes with Bobby.
REBECCA ROMIJN plays a sexy, shape-shifting mutant who kills one person.
VINNIE JONES plays a seemingly indestructible mutant who clashes with Wolverine and can take quite a beating but keeps going.
DANIA RAMIREZ plays a speedy mutant who works for Magneto and can sense the presence of most mutants.
KELSEY GRAMMER plays a blue-furred diplomat of sorts who's concerned about the turn of events and eventually joins in the battle.
ELLEN PAGE plays a new student at Xavier's school who can move through solid surfaces like a ghost. She briefly uses profanity.
BEN FOSTER plays a winged mutant who's still trying to accept who and what he is.
MICHAEL MURPHY plays his father who's developed a cure for him and other mutants.
CAMERON BRIGHT plays a boy from whom the cure has been derived since his mere presence nullifies mutant powers.; HUGH JACKMAN plays the brooding and perturbed mutant with retractable steel blades in his hands and the ability to heal instantly. He finds himself falling for Jean Grey while battling Magneto and his minions, briefly smokes and uses some profanity.
FAMKE JANSSEN plays the telepathic mutant who's metaphorically and perhaps literally returned from the dead with an increasingly volatile alter-ego personality that battles for dominance of her body. She kills many people and mutants while controlled by her alter-ego.
HALLE BERRY plays a mutant who can control the weather and finds herself alternating between clashing and working with Wolverine.
JAMES MARSDEN plays a mutant who can fire laser beams from his eyes and is still distraught by Jean Grey's apparent death in the last film.
SHAWN ASHMORE plays a younger mutant who can freeze anything and finds himself somewhat drawn to new student Kitty, despite being Rogue's boyfriend.
ANNA PAQUIN plays his girlfriend, a mutant who's become frustrated that she can't even touch him since any contact with others is deadly.
IAN McKELLEN plays the leader of the rebel mutants who wants to battle the government's plans to "cure" all of them. Able to control all metal, he kills various people while pursuing his course of action.
AARON STANFORD plays his fiery lieutenant, a former student of Xavier's who clashes with Bobby.
REBECCA ROMIJN plays a sexy, shape-shifting mutant who kills one person.
VINNIE JONES plays a seemingly indestructible mutant who clashes with Wolverine and can take quite a beating but keeps going.
DANIA RAMIREZ plays a speedy mutant who works for Magneto and can sense the presence of most mutants.
KELSEY GRAMMER plays a blue-furred diplomat of sorts who's concerned about the turn of events and eventually joins in the battle.
ELLEN PAGE plays a new student at Xavier's school who can move through solid surfaces like a ghost. She briefly uses profanity.
BEN FOSTER plays a winged mutant who's still trying to accept who and what he is.
MICHAEL MURPHY plays his father who's developed a cure for him and other mutants.
CAMERON BRIGHT plays a boy from whom the cure has been derived since his mere presence nullifies mutant powers.; FAMKE JANSSEN plays the telepathic mutant who's metaphorically and perhaps literally returned from the dead with an increasingly volatile alter-ego personality that battles for dominance of her body. She kills many people and mutants while controlled by her alter-ego.
HALLE BERRY plays a mutant who can control the weather and finds herself alternating between clashing and working with Wolverine.
JAMES MARSDEN plays a mutant who can fire laser beams from his eyes and is still distraught by Jean Grey's apparent death in the last film.
SHAWN ASHMORE plays a younger mutant who can freeze anything and finds himself somewhat drawn to new student Kitty, despite being Rogue's boyfriend.
ANNA PAQUIN plays his girlfriend, a mutant who's become frustrated that she can't even touch him since any contact with others is deadly.
IAN McKELLEN plays the leader of the rebel mutants who wants to battle the government's plans to "cure" all of them. Able to control all metal, he kills various people while pursuing his course of action.
AARON STANFORD plays his fiery lieutenant, a former student of Xavier's who clashes with Bobby.
REBECCA ROMIJN plays a sexy, shape-shifting mutant who kills one person.
VINNIE JONES plays a seemingly indestructible mutant who clashes with Wolverine and can take quite a beating but keeps going.
DANIA RAMIREZ plays a speedy mutant who works for Magneto and can sense the presence of most mutants.
KELSEY GRAMMER plays a blue-furred diplomat of sorts who's concerned about the turn of events and eventually joins in the battle.
ELLEN PAGE plays a new student at Xavier's school who can move through solid surfaces like a ghost. She briefly uses profanity.
BEN FOSTER plays a winged mutant who's still trying to accept who and what he is.
MICHAEL MURPHY plays his father who's developed a cure for him and other mutants.
CAMERON BRIGHT plays a boy from whom the cure has been derived since his mere presence nullifies mutant powers.; HALLE BERRY plays a mutant who can control the weather and finds herself alternating between clashing and working with Wolverine.
JAMES MARSDEN plays a mutant who can fire laser beams from his eyes and is still distraught by Jean Grey's apparent death in the last film.
SHAWN ASHMORE plays a younger mutant who can freeze anything and finds himself somewhat drawn to new student Kitty, despite being Rogue's boyfriend.
ANNA PAQUIN plays his girlfriend, a mutant who's become frustrated that she can't even touch him since any contact with others is deadly.
IAN McKELLEN plays the leader of the rebel mutants who wants to battle the government's plans to "cure" all of them. Able to control all metal, he kills various people while pursuing his course of action.
AARON STANFORD plays his fiery lieutenant, a former student of Xavier's who clashes with Bobby.
REBECCA ROMIJN plays a sexy, shape-shifting mutant who kills one person.
VINNIE JONES plays a seemingly indestructible mutant who clashes with Wolverine and can take quite a beating but keeps going.
DANIA RAMIREZ plays a speedy mutant who works for Magneto and can sense the presence of most mutants.
KELSEY GRAMMER plays a blue-furred diplomat of sorts who's concerned about the turn of events and eventually joins in the battle.
ELLEN PAGE plays a new student at Xavier's school who can move through solid surfaces like a ghost. She briefly uses profanity.
BEN FOSTER plays a winged mutant who's still trying to accept who and what he is.
MICHAEL MURPHY plays his father who's developed a cure for him and other mutants.
CAMERON BRIGHT plays a boy from whom the cure has been derived since his mere presence nullifies mutant powers.; JAMES MARSDEN plays a mutant who can fire laser beams from his eyes and is still distraught by Jean Grey's apparent death in the last film.
SHAWN ASHMORE plays a younger mutant who can freeze anything and finds himself somewhat drawn to new student Kitty, despite being Rogue's boyfriend.
ANNA PAQUIN plays his girlfriend, a mutant who's become frustrated that she can't even touch him since any contact with others is deadly.
IAN McKELLEN plays the leader of the rebel mutants who wants to battle the government's plans to "cure" all of them. Able to control all metal, he kills various people while pursuing his course of action.
AARON STANFORD plays his fiery lieutenant, a former student of Xavier's who clashes with Bobby.
REBECCA ROMIJN plays a sexy, shape-shifting mutant who kills one person.
VINNIE JONES plays a seemingly indestructible mutant who clashes with Wolverine and can take quite a beating but keeps going.
DANIA RAMIREZ plays a speedy mutant who works for Magneto and can sense the presence of most mutants.
KELSEY GRAMMER plays a blue-furred diplomat of sorts who's concerned about the turn of events and eventually joins in the battle.
ELLEN PAGE plays a new student at Xavier's school who can move through solid surfaces like a ghost. She briefly uses profanity.
BEN FOSTER plays a winged mutant who's still trying to accept who and what he is.
MICHAEL MURPHY plays his father who's developed a cure for him and other mutants.
CAMERON BRIGHT plays a boy from whom the cure has been derived since his mere presence nullifies mutant powers.; SHAWN ASHMORE plays a younger mutant who can freeze anything and finds himself somewhat drawn to new student Kitty, despite being Rogue's boyfriend.
ANNA PAQUIN plays his girlfriend, a mutant who's become frustrated that she can't even touch him since any contact with others is deadly.
IAN McKELLEN plays the leader of the rebel mutants who wants to battle the government's plans to "cure" all of them. Able to control all metal, he kills various people while pursuing his course of action.
AARON STANFORD plays his fiery lieutenant, a former student of Xavier's who clashes with Bobby.
REBECCA ROMIJN plays a sexy, shape-shifting mutant who kills one person.
VINNIE JONES plays a seemingly indestructible mutant who clashes with Wolverine and can take quite a beating but keeps going.
DANIA RAMIREZ plays a speedy mutant who works for Magneto and can sense the presence of most mutants.
KELSEY GRAMMER plays a blue-furred diplomat of sorts who's concerned about the turn of events and eventually joins in the battle.
ELLEN PAGE plays a new student at Xavier's school who can move through solid surfaces like a ghost. She briefly uses profanity.
BEN FOSTER plays a winged mutant who's still trying to accept who and what he is.
MICHAEL MURPHY plays his father who's developed a cure for him and other mutants.
CAMERON BRIGHT plays a boy from whom the cure has been derived since his mere presence nullifies mutant powers.; ANNA PAQUIN plays his girlfriend, a mutant who's become frustrated that she can't even touch him since any contact with others is deadly.
IAN McKELLEN plays the leader of the rebel mutants who wants to battle the government's plans to "cure" all of them. Able to control all metal, he kills various people while pursuing his course of action.
AARON STANFORD plays his fiery lieutenant, a former student of Xavier's who clashes with Bobby.
REBECCA ROMIJN plays a sexy, shape-shifting mutant who kills one person.
VINNIE JONES plays a seemingly indestructible mutant who clashes with Wolverine and can take quite a beating but keeps going.
DANIA RAMIREZ plays a speedy mutant who works for Magneto and can sense the presence of most mutants.
KELSEY GRAMMER plays a blue-furred diplomat of sorts who's concerned about the turn of events and eventually joins in the battle.
ELLEN PAGE plays a new student at Xavier's school who can move through solid surfaces like a ghost. She briefly uses profanity.
BEN FOSTER plays a winged mutant who's still trying to accept who and what he is.
MICHAEL MURPHY plays his father who's developed a cure for him and other mutants.
CAMERON BRIGHT plays a boy from whom the cure has been derived since his mere presence nullifies mutant powers.; IAN McKELLEN plays the leader of the rebel mutants who wants to battle the government's plans to "cure" all of them. Able to control all metal, he kills various people while pursuing his course of action.
AARON STANFORD plays his fiery lieutenant, a former student of Xavier's who clashes with Bobby.
REBECCA ROMIJN plays a sexy, shape-shifting mutant who kills one person.
VINNIE JONES plays a seemingly indestructible mutant who clashes with Wolverine and can take quite a beating but keeps going.
DANIA RAMIREZ plays a speedy mutant who works for Magneto and can sense the presence of most mutants.
KELSEY GRAMMER plays a blue-furred diplomat of sorts who's concerned about the turn of events and eventually joins in the battle.
ELLEN PAGE plays a new student at Xavier's school who can move through solid surfaces like a ghost. She briefly uses profanity.
BEN FOSTER plays a winged mutant who's still trying to accept who and what he is.
MICHAEL MURPHY plays his father who's developed a cure for him and other mutants.
CAMERON BRIGHT plays a boy from whom the cure has been derived since his mere presence nullifies mutant powers.; AARON STANFORD plays his fiery lieutenant, a former student of Xavier's who clashes with Bobby.
REBECCA ROMIJN plays a sexy, shape-shifting mutant who kills one person.
VINNIE JONES plays a seemingly indestructible mutant who clashes with Wolverine and can take quite a beating but keeps going.
DANIA RAMIREZ plays a speedy mutant who works for Magneto and can sense the presence of most mutants.
KELSEY GRAMMER plays a blue-furred diplomat of sorts who's concerned about the turn of events and eventually joins in the battle.
ELLEN PAGE plays a new student at Xavier's school who can move through solid surfaces like a ghost. She briefly uses profanity.
BEN FOSTER plays a winged mutant who's still trying to accept who and what he is.
MICHAEL MURPHY plays his father who's developed a cure for him and other mutants.
CAMERON BRIGHT plays a boy from whom the cure has been derived since his mere presence nullifies mutant powers.; REBECCA ROMIJN plays a sexy, shape-shifting mutant who kills one person.
VINNIE JONES plays a seemingly indestructible mutant who clashes with Wolverine and can take quite a beating but keeps going.
DANIA RAMIREZ plays a speedy mutant who works for Magneto and can sense the presence of most mutants.
KELSEY GRAMMER plays a blue-furred diplomat of sorts who's concerned about the turn of events and eventually joins in the battle.
ELLEN PAGE plays a new student at Xavier's school who can move through solid surfaces like a ghost. She briefly uses profanity.
BEN FOSTER plays a winged mutant who's still trying to accept who and what he is.
MICHAEL MURPHY plays his father who's developed a cure for him and other mutants.
CAMERON BRIGHT plays a boy from whom the cure has been derived since his mere presence nullifies mutant powers.; VINNIE JONES plays a seemingly indestructible mutant who clashes with Wolverine and can take quite a beating but keeps going.
DANIA RAMIREZ plays a speedy mutant who works for Magneto and can sense the presence of most mutants.
KELSEY GRAMMER plays a blue-furred diplomat of sorts who's concerned about the turn of events and eventually joins in the battle.
ELLEN PAGE plays a new student at Xavier's school who can move through solid surfaces like a ghost. She briefly uses profanity.
BEN FOSTER plays a winged mutant who's still trying to accept who and what he is.
MICHAEL MURPHY plays his father who's developed a cure for him and other mutants.
CAMERON BRIGHT plays a boy from whom the cure has been derived since his mere presence nullifies mutant powers.; DANIA RAMIREZ plays a speedy mutant who works for Magneto and can sense the presence of most mutants.
KELSEY GRAMMER plays a blue-furred diplomat of sorts who's concerned about the turn of events and eventually joins in the battle.
ELLEN PAGE plays a new student at Xavier's school who can move through solid surfaces like a ghost. She briefly uses profanity.
BEN FOSTER plays a winged mutant who's still trying to accept who and what he is.
MICHAEL MURPHY plays his father who's developed a cure for him and other mutants.
CAMERON BRIGHT plays a boy from whom the cure has been derived since his mere presence nullifies mutant powers.; KELSEY GRAMMER plays a blue-furred diplomat of sorts who's concerned about the turn of events and eventually joins in the battle.
ELLEN PAGE plays a new student at Xavier's school who can move through solid surfaces like a ghost. She briefly uses profanity.
BEN FOSTER plays a winged mutant who's still trying to accept who and what he is.
MICHAEL MURPHY plays his father who's developed a cure for him and other mutants.
CAMERON BRIGHT plays a boy from whom the cure has been derived since his mere presence nullifies mutant powers.; ELLEN PAGE plays a new student at Xavier's school who can move through solid surfaces like a ghost. She briefly uses profanity.
BEN FOSTER plays a winged mutant who's still trying to accept who and what he is.
MICHAEL MURPHY plays his father who's developed a cure for him and other mutants.
CAMERON BRIGHT plays a boy from whom the cure has been derived since his mere presence nullifies mutant powers.; BEN FOSTER plays a winged mutant who's still trying to accept who and what he is.
MICHAEL MURPHY plays his father who's developed a cure for him and other mutants.
CAMERON BRIGHT plays a boy from whom the cure has been derived since his mere presence nullifies mutant powers.; MICHAEL MURPHY plays his father who's developed a cure for him and other mutants.
CAMERON BRIGHT plays a boy from whom the cure has been derived since his mere presence nullifies mutant powers.; CAMERON BRIGHT plays a boy from whom the cure has been derived since his mere presence nullifies mutant powers.

CAST, CREW, & TECHNICAL INFO

HOW OTHERS RATED THIS MOVIE

Curious if this title is entertaining, any good, and/or has any artistic merit?
Then read OUR TAKE of this film.

(Note: The "Our Take" review of this title examines the film's artistic merits and does not take into account any of the possibly objectionable material listed below).

OUR WORD TO PARENTS:

Here's a quick look at the content found in this action/adventure film that's been rated PG-13. Profanity consists of a slang term using male genitals, while other expletives and colorful phrases are uttered. Some sexually related dialogue is present, as is a rather steamy prelude (passionate kissing, the guy on top of the woman still clothed, etc.) to what looks like is going to be a sexual encounter, but it's aborted. One mutant woman has blue skin and scales strategically placed on her to prevent explicit views of her otherwise nude body (although she's briefly seen lying sideways on the floor in human form where her bare butt is visible and her arm covers her bare breasts).

Violence consists of all sorts of brutal fighting, lots of property damage, and various instances of humans and mutants (including some main characters) being killed in various ways. Some of that has bloody results (mainly on a character whose wounds instantly heal), and while it's all of the live-action, comic book variety (meaning it's more action oriented than realistic), it's possible some of that and other moments of peril might be suspenseful to some younger viewers. Some of that action might be enticing for some kids to try to imitate, while the villains and others have varying degrees of bad attitudes. Beyond that, a major character briefly smokes a cigar.

If you're still concerned about the film and its appropriateness for yourself or anyone else in your home who may be interested in seeing it, we suggest that you take a closer look at our detailed listings for more specific information regarding the film's content.

ALCOHOL OR DRUG USE: None.

BLOOD/GORE: We see a flashback to young Warren looking anguished and then panicking to put away various bloody blades and such when his father knocks on the door. We then see that the boy has cut and/or scraped off the wings from his back, leaving bloody nubs there.
During a simulated battle scene, a large piece of debris bounces off two "shielded" characters and smacks into Wolverine's face, but the gash/wound instantly heals.
Juggernaut wants out of his confinement as he says he needs to pee.
We see some wounds on Wolverine's arm (possibly from a sexual encounter with Jean Grey) that instantly heal.
Various characters are suddenly obliterated by powerful forces, but beyond seeing them instantly disintegrate and those tiny elements be blown away, it's not bloody or gory.
Jean Grey's alter-ego uses her powers to cause part of a man's skin to flake away (along with his clothing) before obliterating him as detailed above.
A mutant throws some sort of large barb into Wolverine's shoulder (he pulls it out, leaving a bloody hole that instantly heals). Later, that same mutant gets two more into Wolverine, this time into his gut (also pulled out and similarly healing).
Magneto uses his powers to blast Wolverine back against a tree. Moments later, he blasts him even further backwards where he smacks into another tree and then falls a long distance to the ground where he lands hard (he has many bloody wounds in his clothing from that).
We see various bloody wounds in Wolverine's skin (that instantly heal) as he approaches Jean Grey who's blasting him with a powerful force.

DISRESPECTFUL/BAD ATTITUDE: Wolverine has a surly attitude toward others (such as calling McCoy "fur ball," clashing with Cyclops, not following the standard procedures while instructing the students, etc.).
All of the villains, including Magneto, have bad attitudes for their plans that include killing various people.
Some of the characters view the government as wanting to eradicate all mutants via the "cure" serum that's been invented.
Jane Grey's alter-ego has a bad attitude for the death and destruction she creates.

FRIGHTENING SCENES: Scenes listed under "Violence" and "Blood/Gore" may be unsettling or suspenseful to younger viewers and/or those with low tolerance levels for such mayhem, but otherwise said material shouldn't affect many other viewers..
While possessed by her alter-ego, Jean Grey's face turns all blackish and veiny (in several scenes).
Armed soldiers slowly approach a camp of mutants in the woods at night (seen in person and via an infrared type, overhead satellite shot), but no combat ever occurs.

GUNS/WEAPONS: We see machine guns and other weapons with metal being turned in for those made out of plastic (so that Magneto can't control them) that are used to shoot small needles (containing the serum) into various mutants.

IMITATIVE BEHAVIOR: Phrases: "Who's hiding, d*ck-head?" "Going to hell," "Don't get your panties in a bunch," "What the hell are they?" "Lighten up," "Covering your ass," "You pathetic meat sack," "Who's the fur ball?" "Shut up," "I'll spray you in the face, bitch," "I can't see a damn thing," "What the..." "C'mon, iceman," "Hell hath no fury like a woman scorned," "Where the hell is he?" "I'm the Juggernaut, bitch" and "Way to go, fur ball."
All of the fighting and stunts may be enticing for some kids to try to imitate.
We see a mutant with brightly colored hair.
Callisto has various tattoos on her body (and a stud between her chin and lower lip), as do some miscellaneous characters (tattoos).

JUMP SCENES: We see a sudden flash image of Jean Grey underwater.

MUSIC (SCARY/TENSE): A moderate amount of dramatic, suspenseful and some ominous music plays in the film.

MUSIC (INAPPROPRIATE): None.

PROFANITY: At least 1 slang term using male genitals ("d*ck-head"), 4 hells, 2 damns, 1 ass, 2 uses of "Oh God" and 1 use each of "Dear Lord," "My God" and "Oh my God."

SEX/NUDITY: Rogue is frustrated that she can't touch her boyfriend (because such contact would kill him). When he says it's okay, she reminds him that he's a guy and that his mind is only on one thing (meaning sex).
As in the previous films, Mystique appears as a somewhat reptilian and blue but definitely feminine and shapely mutant who's otherwise nude except for certainly strategically placed coverings that prevent anything explicit from being seen. Even so, her breasts are otherwise clearly visible as is her butt, and there are various shots throughout the movie (close-up and full body) that show her looking nude.
We see miscellaneous cleavage several times in the film.
Jean Grey and Cyclops do some passionate kissing after being reunited.
Xavier comments on Jean Grey's alter-ego, the Phoenix, as being -- among other things -- all desire.
We see Warren (Angel) shirtless.
We see Mystique transforming from a mutant to human (no more blue, scaly skin) and she's thus left lying nude on the floor (we see the side of her bare butt, but the positioning of her body -- on the side with her arm covering her breasts -- prevents any other explicit views).
Jean Grey shows a little cleavage while lying down, unconscious, on a table. When she comes to (as her alter-ego), she tells Wolverine (who's been standing there) that he's making her blush (letting him know she was reading his thoughts). She then sits up (in a tank-top and very small and tight shorts) and straddles him while seated on a table-like bed (he's standing, and her legs are around him). They passionately kiss and he then gets on top of her (we see her bare legs wrapped along and around his body). He then stops (realizing he shouldn't continue), but she uses her powers to make his belt pop off, but nothing else happens.
Callisto shows cleavage.
Storm shows a little cleavage.
We see Wolverine shirtless during a battle.

SMOKING: Wolverine lights and smokes a cigar in what turns out to be a simulator scene.

TENSE FAMILY SCENES: In a flashback, Jean Grey's parents seem distraught over their young daughter's mutant abilities.
Warren II wants his mutant son to take the serum to be "normal," but Warren III has a change of heart and flies away.

TOPICS TO TALK ABOUT: Being different from others and feeling like you don't fit in.
The mutants' conundrum regarding whether to accept the "cure" created to turn them back into ordinary humans.
Magneto shows that he has a concentration camp tattoo on his arm.
Magneto's comment that if they want freedom, they must fight for it.
The characters and story playing off teens' and others feelings of not fitting into the norm and/or being outsiders, etc.

VIOLENCE: We see Wolverine, Storm and others in a combat scene, where they're all trying to take cover from various laser blasts that are causing all sorts of property damage all around them (and nearly hitting most of them). During this, a large piece of debris bounces off two "shielded" characters and smacks into Wolverine's face, but the gash/wound instantly heals. He then has one character throw him at their assailant and we then see a huge robot's head fall to the ground (but we then see that all of this was just a simulation).
While cuffed and being interrogated, Mystique suddenly hits and kicks two men, grabbing another around the neck with her cuffed hands.
A powerful force from Jean Grey's alter ego knocks Cyclops backwards and he lands hard on a large rock.
Jean Grey and Cyclops do some passionate kissing after being reunited, but her face starts to turn blackish and veiny and he's then seemingly obliterated (by her alter-ego).
We see a large needle being prepped to inject Warren III (Angel) with the serum (in his arm), but he has second thoughts, breaks free from his restraints, knocks two men backwards to the floor and then flies out through the window (breaking the glass).
Magneto uses his powers to lift and flatten several vehicles (presumably killing those inside), while knocking others aside (a man in a transport vehicle is knocked around inside it from the sudden motion).
Mystique uses her feet to grab a guard around the head and break his neck.
A guard shoots Mystique with a device that gets her in the chest with some sort of projectile, causing her pain.
Pyro blasts a guard with a lot of fire (presumably killing him, but we don't see the impact or results).
Jean Grey's psychic powers cause various things in a room to break. She then uses the same to blast Wolverine back against a wall and then to blow a hole in the wall for her to exit.
As Xavier and Magneto go to visit Jean Grey at her parents' home, Wolverine and Juggernaut battle (in and out of the house), as do Storm and Callisto. During this, all sorts of bashing and hitting of others takes place, including Juggernaut and Wolverine running into each other on the street and then causing a lot of property damage inside the house as Juggernaut kicks Wolverine back out of it. Storm flies in uses her powers to knock others aside and blast Callisto into the house. Inside there, Callisto hits and bashes Storm, including smashing her face into a glass table. Meanwhile, Jean Grey's alter-ego uses her powers to blast Magneto back and then lift Xavier from his wheelchair, seemingly causing part of his clothing and flesh to peel away from the massive force emanating from her.
Jean Grey's alter-ego uses her powers to obliterate a major character, presumably killing him.
Pyro flames a building, blowing out the windows.
A mutant throws some sort of large barb into Wolverine's shoulder (he pulls it out, leaving a bloody hole that instantly heals). He then chases after Wolverine, throwing many more of those objects at him, with Wolverine hiding. Wolverine then throws one back at the mutant, hitting him in the leg, and then slices many guards with his metal claws (no blood) and hits a few, presumably killing or at least injuring all of them. The first mutant keeps throwing those objects at Wolverine who blocks them away as he rushes at the mutant. The two then collide, with Wolverine's claws presumably impaling and killing the mutant who got two more barbs into Wolverine, this time into his gut (also pulled out with similar healing).
Magneto uses his powers to blast Wolverine back against a tree. Moments later, he blasts him even further backwards where he smacks into another tree and then falls a long distance to the ground where he lands hard (he has many bloody wounds in his clothing from that).
Various cars suddenly slide and slam into others on the Golden Gate Bridge as Magneto uses his powers to push them aside (the people panic, initially thinking it's an earthquake). He then uses the same to tear the bridge from its supports and twist it over to Alcatraz (where one end lands with a crash, causing some soldiers to have to jump out of the way).
Magneto's mutant army races at various soldiers who blast the former with needles containing the serum, thus causing the mutants to transform into humans (and one falls a long distance from the bottom of a platform after changing). A bad mutant then uses her powers to send out a shockwave that blasts the soldiers and their weapons. One mutant then fires a blast of fiery breath that obliterates two soldiers, followed by a mighty clash between the bad mutants and the good ones and their human soldier counterparts. During this, all sorts of brutal contact occurs (hitting, kicking, slamming, some running into an ice blockade, etc.), including between Storm and Callisto, while Wolverine repeatedly slices off a mutant's arms with his claws, only to have those arms instantly reappear (and so on until Wolverine eventually kicks the guy in the crotch).
Kitty (who can run through walls like a ghost) races to get to Leech before Juggernaut who's crashing through the walls, chasing her with the intent of finding and killing Leech. Juggernaut ends up running head-first into a wall and bounces off (since Leech's presence has removed Juggernaut's mutant power).
One mutant grabs a human and hugs her. Many porcupine-like spikes then suddenly erupt from his body, killing her (from the hug, but no blood is seen).
Warren II is thrown off the side of a building, but his son flies in and catches him.
Storm struggles with Callisto and then throws her back against a fence, blasting it and her with lightning bolts that apparently electrocute the other mutant.
Magneto throws various vehicles (lit on fire by Pyro) at the good mutants who take cover (while all sorts of property damage occurs). Bobby then freezes one before it hits and then gets into an ice vs. fire battle with Pyro. The latter seems to be winning, but Bobby then grabs Pyro's arms and head-butts him to the ground.
Magneto uses his powers to catch Wolverine (in flight toward him) in midair and then drop him to the ground hard.
Some good mutants inject a bad one with the serum, thus causing him to lose his mutant powers.
Jean Grey's alter-ego uses her powers to cause a lot of property damage on Alcatraz as well as obliterate both human soldiers and bad mutants.
Wolverine stabs a good but corrupted mutant with his claws (we don't see the impact), presumably killing her (to save others from her).

Reviewed May 23, 2006 / Posted May 26, 2006

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