X-Men: The Last Stand

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X-Men: The Last Stand
The poster shows Wolverine's claws unsheathed in front of a big X representing "X3". At the middle is the title while at the bottom is the production credits and rating.
Theatrical release poster
Directed byBrett Ratner
Produced by
Written by
Based onX-Men 
by Jack Kirby
Stan Lee
Music byJohn Powell
CinematographyDante Spinotti
Editing by
Distributed byTwentieth Century Fox
Release dates
  • May 26, 2006 (2006-05-26) (United States)
Running time104 minutes
CountryUnited States
Budget$210 million[1]
Box office$459,359,555
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X-Men: The Last Stand
The poster shows Wolverine's claws unsheathed in front of a big X representing "X3". At the middle is the title while at the bottom is the production credits and rating.
Theatrical release poster
Directed byBrett Ratner
Produced by
Written by
Based onX-Men 
by Jack Kirby
Stan Lee
Music byJohn Powell
CinematographyDante Spinotti
Editing by
Distributed byTwentieth Century Fox
Release dates
  • May 26, 2006 (2006-05-26) (United States)
Running time104 minutes
CountryUnited States
Budget$210 million[1]
Box office$459,359,555

X-Men: The Last Stand is a 2006 American superhero film, based on the X-Men characters appearing in Marvel Comics. The third installment in the X-Men film series, the film was directed by Brett Ratner and stars an ensemble cast including Hugh Jackman and Halle Berry. The film's script is loosely based on two X-Men comic book story arcs, "The Dark Phoenix Saga" by writer Chris Claremont and artist John Byrne, and "Gifted" by writer Joss Whedon and artist John Cassaday, with a plot that revolves around a "mutant cure" that causes serious repercussions among mutants and humans, and on the resurrection of Jean Grey.

Filming started in August 2005. The film had a budget of $210 million, and was consequently the most expensive film at the time of its release. It also had extensive visual effects done by eleven different companies. X-Men: The Last Stand received mixed reviews, but was a commercial success: It grossed approximately $459 million worldwide, and became the seventh-highest grossing film of 2006 and the most financially successful of the series.


Twenty years before the movie's current events, Professor Charles Xavier and Erik Lensherr meet a young Jean Grey at her parents' house to make her aware of her powers. Ten years later, a young Warren Worthington III tries to cut off his wings, before his father discovers he is a mutant.

The next scene opens with the X-Men in battle against a giant robot in the Danger Room. Kitty Pryde and Colossus have joined the team, although Cyclops is absent. Storm insists on working as a team, but Wolverine has Colossus throw him as he cuts the giant robot's head off. Storm is upset with Wolverine for not working as part of a team.

Sometime afterward, the pharmaceutical company Worthington Labs announces it has developed an inoculation to suppress the X-gene that gives mutants their abilities and makes them different from other humans, offering the "cure" to any mutant who wants it. While some mutants are interested in the cure, including the X-Men's Rogue, many others are horrified by the announcement. In response to the news, the X-Men's adversary, Lensherr, now known as Magneto, raises an army, led by him, Pyro, Juggernaut, Arclight, Multiple Man, and Callisto, warning his followers that the "cure" will be forcefully used to exterminate the mutant race.

Cyclops, still emotionally distraught about the loss of Jean, returns to Alkali Lake. Jean appears to Cyclops, but as the two romantically kiss, Jean takes on a fearsome appearance. Psychically sensing trouble, Professor X sends Wolverine and Storm to investigate. When they arrive, the two X-Men encounter telekinetically floating rocks, Cyclops' glasses, and an unconscious Jean. Cyclops himself is nowhere to be found. Xavier explains that when Jean sacrificed herself, she unleashed the powerful alternate personality she calls "Phoenix". Wolverine is disgusted to learn that Xavier has kept Jean in check telepathically, but when Jean awakens, he realizes she is not the Jean Grey he knew. Jean pleads with Wolverine to kill her, but when he refuses, the Phoenix surfaces and knocks out Wolverine, before escaping to her childhood home.

Magneto, alerted by Callisto to the presence of an immeasurably strong and powerful mutant, realizes that it must be Jean Grey. Magneto and his allies are already at Jean's childhood home when Xavier and his X-Men arrive. The two men vie for Jean's loyalty until the Phoenix resurfaces. She destroys her family's house, disintegrates Xavier, and leaves with Magneto.

The X-Men regroup to confront Magneto's army, despite being significantly outnumbered. Magneto has diverted the Golden Gate Bridge to provide access to Alcatraz Island, the location of Worthington Labs facility. The military troops defending the facility are armed with plastic "cure weapons" able to neutralize the attacking mutants, and non-metallic to counter Magneto's powers. Magneto lets the lesser-powered mutants charge ahead, with heavy initial losses, but then they rapidly begin to overwhelm the troops. The X-Men's Wolverine, Storm, Beast, Iceman, Colossus and Kitty Pryde arrive to battle Magneto and his troops.

During the fight, Beast injects Magneto with the cure, nullifying his powers. Meanwhile, Kitty has entered the facility to find Jimmy, who is the source of the cure and saves him from the murderous Juggernaut. They escape as Army reinforcements arrive, only to be obliterated by Phoenix, lashing out with her power and destroying everything around her including the lab itself. Wolverine realizes that due to his self-healing power, he is the only one who can approach her. He tells Storm to evacuate everyone and faces Phoenix alone, his power barely neutralizing the destructive nature of her disintegration attack. Jean, momentarily gaining control, begs Wolverine to save her. Telling Jean he loves her, Wolverine forces himself to stab her, killing her, and, in her dying moments, Jean turns back to normal, smiles at him, and dies. Wolverine weeps over her dead body in his arms in the middle of the devastated island.

The school continues without Xavier, with Storm now as headmistress and Logan as a teacher. The US president appoints Beast as ambassador to the United Nations, Rogue returns, telling Iceman she has taken the cure and the two hold hands skin-to-skin.

In the epilogue, Magneto sits alone at a chessboard in a San Francisco park. He gestures forlornly towards the queen, causing it to tilt slightly.

In a post-credits scene, Dr. Moira MacTaggert checks on a comatose patient who greets her with Xavier's voice. Startled, she replies, "Charles?"


The X-Men[edit]

The X-Men are a special ops team from The Xavier Institute, charged with protecting both humans and mutants and trying to prevent a war between the two.

A mutant with the power of regeneration, which allowed the painful implantation of an adamantium metal coating on his bones and claws that emerge from each hand.
One of Xavier's original students, Storm can manipulate the weather around her with her mind.
The founder of the Xavier Institute, who has uncharted telepathic powers and is an authority on genetic mutation as well as an advocate of peaceful relations between human and mutant kind.
A teenage runaway mutant with the power of absorbing life force, who found a home at Xavier's school, where she fell in love with Bobby Drake, but has a rocky relationship with him due to her life absorbing power. She took the cure so she could be with Iceman, therefore is absent for the Battle of Alcatraz.
A former student of Xavier's School who is now the Secretary of Mutant Affairs in the U.S. government. A brilliant scientist, Beast's mutation leads him to be covered in blue fur and have heightened strength and agility.
The X-Men's field leader, capable of emitting powerful energy blasts from his eyes. He died in the beginning of the movie, therefore is absent for the rest.
A young mutant who can create constructs of ice or blasts of cold.
She can phase through matter and walk through solid objects.
He can transform his skin into an organic steel, granting superhuman strength and a resistance to damage and temperature.
He has feathered wings which allow him to fly. Cayden Boyd plays Warren as a child.

The Brotherhood of Mutants[edit]

The Brotherhood is Magneto's personal strike force, whose goal is to ensure mutant supremacy against the human race.

Leader and founder of The Brotherhood, Magneto is a Holocaust survivor who wages war against humanity in the name of mutant superiority. He has the power to control and manipulate metal, making him one of the most powerful mutants.
A former member of the X-Men who sacrificed herself to save her comrades, upon being resurrected Jean gives in to her alternate personality, the Phoenix, an aggressive Class 5 mutant who possesses potentially limitless telepathic and telekinetic powers. Her mutants powers rival even those of Professor X. Haley Ramm plays Jean as a child.
Magneto's blue-skinned right-hand woman can shapeshift to match anyone's appearance as well as fight with incredible agility and strength. Shot with a cure gun, saving Magneto, she loses her own mutant abilities and form, and is abandoned by Magneto.
Former Xavier Institute student with a grudge against his best friend Iceman. Since he left with Magneto, he tutored him. He can only manipulate the fire, but a device on his wrists gives him an initial spark to manipulate as fire.
A criminal recruited by the Brotherhood in a prison truck, Juggernaut is incredibly strong, fast, and once he gains momentum, he is almost unstoppable.
A mutant and a thief recruited by the Brotherhood in a prison truck, Madrox has the power to create an infinite number of copies of himself.

The Omegas[edit]

A group of mutant outcasts which exists as part of an underground network that stretches across the nation.

The leader of The Omegas, who possesses enhanced superhumanly acute senses, managing to sense mutants and their powers, and superhuman speed.
Psylocke has the ability to teleport herself through areas of shadow. Her primary ability of creating psionic blades was left out in the film.
Arclight can generate shock waves of concussive force, destroying anything she locks on to.
A mutant who can eject spikes from his body, most notably his face. This character resembles the comic books' character Quill; however, the official cast credits read "Kid Omega".

Other characters[edit]

The head of Worthington Labs, the corporation developing the "cure", who expects to rid his son of his mutant abilities.
A scientist working at Worthington Labs on the mutant cure, which was created with the DNA of Leech.
The mutant-tolerating President of the United States.
The head of the Department of Homeland Security, he aids the President during the Mutant War.
A mutant boy who, due to being able to neutralize the powers of nearby mutants, has his DNA used as basis for the "cure."

X-Men co-creator Stan Lee and writer Chris Claremont have cameos in the film's opening scene as neighbors in Jean Grey's old neighborhood. The sergeant directing defensive preparations before the Brotherhood assaults Alcatraz Island is played by R. Lee Ermey. In the scene where Magneto first meets The Omegas, there is a very large man who slims down in order to sit down between two people. The character, Phat, is played by two actors, Via Saleaumua and Richard Yee, as Phat in "large mode" and "small mode", respectively. The character Spike, portrayed by Lance Gibson, battles Wolverine in the forest, where he was depicted with the ability to extrude and hurl bony spikes from his flesh. In the Xavier Institute when Storm and Professor X are walking down the corridor talking about “why they are still hiding”, there are three identical girls (the Stepford Cuckoos). Shauna Kain and Kea Wong reprised their cameo roles as Siryn and Jubilee respectively.[2]



Bryan Singer, the director of the first two X-Men films, left the project in July 2004 in favor of developing Superman Returns.[3] He was joined by X2 screenwriters Dan Harris and Michael Dougherty, as well as John Ottman, composer and editor of the film. Though Singer, Harris and Dougherty did not produce a completed script, Singer revealed that at the time of his departure they had partially written a story treatment focusing on Jean Grey's resurrection,[4] which would also introduce the villainness Emma Frost, a role intended for Sigourney Weaver, Gambit, a role intended for Josh Holloway, and The Hellfire Club.[5] Frost was an empath manipulating Jean's emotions in the treatment, and like the finished film Magneto desires to control her. Overwhelmed by her powers, Jean kills herself, but Jean's spirit survives and becomes a god-like creature, which Dougherty compared to the star child in A Space Odyssey.[6]

New contracts for returning cast members were made, as the actors and actresses had signed for only two films.[7] Hugh Jackman's contract included the approval of director,[8] initially offering the position to Darren Aronofsky, with whom he had just finished filming on The Fountain.[9] Joss Whedon, whose comic book "Gifted" having been integrated in the script's plot, turned down the offer because he was working on a Wonder Woman film.[10] Rob Bowman[11] and Alex Proyas[12] were also rumored, though Proyas personally turned it down, citing feuds with Fox president Thomas Rothman on I, Robot.[13] Zack Snyder was also approached, but he was already committed to 300.[14] In February 2005, with still no director hired, Fox announced a May 5, 2006 release date, with filming to start in July 2005.[15] They later pushed the release date three weeks for Memorial Day weekend, and signed Matthew Vaughn to direct in March 2005.[16] Vaughn cast Kelsey Grammer as Beast, Dania Ramirez as Callisto, and Vinnie Jones as Juggernaut, but family issues led him to withdraw before filming began.[17][18] Vaughn was also cautious of Fox wanting to rush production. "I didn't have the time to make the movie that I wanted to make. I had a vision for how it should be," Vaughn reflected in a 2007 interview, "and I wanted to make sure I was making a film as good as X-Men 2, and I knew there was no way it could be."[19]

Brett Ratner, who was previously considered as the director for X-Men in 1996, replaced Vaughn during pre-production.[18] On June 13, 2005, a review of an incomplete early draft of the screenplay posted by Drew McWeeny from Ain't It Cool News sparked controversy from fans, due to certain main characters' storylines;[20] however, that was the very first of over two dozen drafts of the script. Most notably the Golden Gate Bridge sequence was originally in the middle of the film, but Ratner decided it would create a more dramatic climax if moved to the end,[21] which was originally to take place in Washington, D.C.[22] Mutants were initially held on Alcatraz as prisoners, but Ratner changed the bridge escape in the middle to highlight The Dark Phoenix rising scene in the climax.[23][24] He also expanded Halle Berry's role as Storm. The actress stated during interviews for X2 that she would not return unless the character had a significant presence comparable to the comic book version.[25] Maggie Grace was considered for Kitty Pryde[18] before Ratner cast Ellen Page. He was impressed with her performance in Hard Candy and did not require an audition.[26]


Simon Kinberg was hired as writer for X-Men 3 in August 2004, and was joined by Zak Penn in January 2005. Kinberg wanted "The Dark Phoenix Saga" to be the emotional plot of the film, while "Gifted" would serve as the political focus.[27] Killing Cyclops was Fox's decision, based on the availability of actor James Marsden, who was cast in Singer's Superman Returns. The studio considered killing him off-screen with a dialogue reference, but Kinberg and Penn insisted that Jean kill him, emphasizing their relationship. Xavier's death was intended to match the impact of Spock's demise in Star Trek II: The Wrath of Khan, as Fox felt the script called for a dramatic turning point. Kinberg and Penn were originally cautious but grew to like the idea of killing off Xavier. They decided to write a post-credits scene suggesting the character's return for a sequel.[28]

As the studio was simultaneously developing X-Men Origins: Wolverine, limitations were set on which mutants could be used for cameo appearances in X-Men 3 in an attempt to avoid risking character development for Wolverine.[29] Gambit initially appeared in the Battle of Alcatraz climax with the X-Men, but the writers did not want to introduce a fan favorite character and "not be able to do him justice." Kinberg reasoned "there just wasn't enough space."[27] Alan Cumming had been uncomfortable with the long hours he had to take with the prosthetic makeup as Nightcrawler in X2 but still planned to return for the sequel. The part for Nightcrawler was so minimal, however, that the studio felt it was not worthwhile to go through the long and costly makeup process, and the character was cut.[30] Kinberg felt that "there wasn't much left to do with the character. It also felt like he might tread a little bit on the terrain of Beast; in terms of similarities in the characters and their political standpoints in terms of dealing with their mutancy." Nightcrawler's absence was later explained in the tie-in video game.[27]


X-Men: The Last Stand began shooting in August 2005 and ended in January 2006. Much of the film was shot at Vancouver Film Studios in Vancouver, British Columbia, Canada.[30] Locations included the Hatley Park National Historic Site and Royal Roads University, which doubled for the X-Mansion.[31] According to associate producer Dave Gordon, "This is the biggest production ever filmed in Canada. It used to be X2, now it's X3."[30] The $210 million budget also made The Last Stand the most expensive film to be made at the time.[1][8][32] The film's record would be first broken by Pirates of the Caribbean: Dead Man's Chest's $225 million budget.[33] Fox Filmed Entertainment co-chairmen Thomas Rothman and Jim Gianopulos debated whether Rogue should give Iceman a passionate kiss at the film's end or simply hold his hand. The two executives screened The Last Stand for their daughters as well as the studio's female marketing executives, and the hand holding prevailed. Gianopulos stated that the kissing "was all about sex, and we didn't want that."[34]

Visual effects[edit]

Eleven companies were hired for the visual effects,[35] which started in April 2005, before the director Brett Ratner had even been announced. Special effects supervisor John Bruno estimates one sixth of the effects budget was spent on the Golden Gate Bridge scene, which employed both computer-generated imagery and a miniature of the bridge.[1] Another notable effect was "digital skin-grafting", which rejuvenated the faces of senior actors Patrick Stewart and Ian McKellen by complex keyframing, though CGI was not used.[36]

The film has extensive wirework, where many of the actors performed some of their own stunts. The whirlwind wire-stunt performed by Halle Berry during one fight scene reportedly caused Berry to become sick.


Ratner invited John Powell to write the music for being a fan of Powell's work in The Bourne Identity. Powell included references to the score from the previous two films - "it all had to be in the same family, and the same language" - and used lyrics from Benjamin Britten's Requiem Mass for the choir parts.[37] A soundtrack album was released on May 23, 2006 by Varèse Sarabande.


20th Century Fox launched the film's official website in October 2005.[38] The teaser trailer release with King Kong the following December[39] was done in conjunction with the studio releasing the film's first official screen shots of the film to USA Today.[40] Diamond Select Toys created a toy line, scanning the actors from the film with likenesses for the first time in the trilogy.[41] Additional product tie-ins came with Harley-Davidson[42] and 7-Eleven.[43] A seven-minute sneak peek aired on Fox Broadcasting two weeks before the film's theatrical release.[44] Del Rey Books published a novelization of the film, written by comic book writer Chris Claremont,[45] while Newmarket Press published The Art of X-Men: The Last Stand: From Concept to Feature Film.[46] Activision released X-Men: The Official Game, co-written by screenwriter Zak Penn and Claremont, bridging the events between X2.[47] Actor Hugh Jackman showed clips at the ShoWest tradeshow exhibition in March 2006, after accepting the Award for Male Star of the Year.[48] Fox also premiered X-Men: The Last Stand as an out-of-competition event at the 2006 Cannes Film Festival.[49]

Video game[edit]

Activision released a tie-in video game, co-written by screenwriter Zak Penn and Claremont, bridging the events between X2.


Critical response[edit]

X-Men: The Last Stand received a mixed reception. Rotten Tomatoes gave the films a score of 57% based on reviews from 228 critics, with an average score of 5.9/10.[50] Metacritic calculated an average score of 58/100, based on 38 reviews.[51]

Ebert and Roeper gave the film a "two thumbs up" rating, with Roger Ebert stating "I liked the action, I liked the absurdity, I liked the incongruous use and misuse of mutant powers, and I especially liked the way it introduces all of those political issues and lets them fight it out with the special effects."[52] Salon.com gave it a mixed review, noting that it was "only half a mess", and that Ratner "could have stuck a bit more closely to the “Dark Phoenix” narrative than he did." However, Salon did note that that third act captured some of the original story's "majesty".[53]

Justin Chang of Variety said the film is "a wham-bam sequel noticeably lacking in the pop gravitas, moody atmospherics and emotional weight that made the first two Marvel comicbook adaptations so rousingly successful."[54] Frank Lovece of Film Journal International said, "A risk-taking script with genuine consequences elevates this ... above the lackluster direction of Brett Ratner, whose competent mechanics move the story efficiently but with very little soul."[55] Lisa Schwarzbaum of Entertainment Weekly called it a ""diminished sequel, a brute-force enterprise" and held it as an example of "what happens when movies are confused with sandwich shops as franchise opportunities".[56] The Minneapolis Star Tribune characterized Ratner's approach as "Forget subtlety! Let's blow things up!"[57] David Edelstein of New York magazine called it "just another big-budget B-movie. It’s a fast and enjoyable B-movie, though."[58] Foreshadowing X-Men: First Class, Peter Travers of Rolling Stone said, "Last stand? My ass. Billed as the climax of a trilogy, the third and weakest chapter in the X-Men series is a blatant attempt to prove there is still life in the franchise. And there is: just enough to pull a Star Trek and spawn a Next Generation saga."[59]

Matthew Vaughn, who was attached as director before dropping out, criticized Ratner's direction: "I could have done something with far more emotion and heart. I'm probably going to be told off for saying that, but I genuinely believe it."[19] Vaughn would later say that, “I storyboarded the whole bloody film, did the script. My X3 would have been 40 minutes longer. They didn't let the emotions and the drama play in that film. It became wall-to-wall noise and drama. I would have let it breathe and given far more dramatic elements to it."[60]

Box office[edit]

X-Men: The Last Stand was released in the United States on May 26, 2006 in 3,690 theaters, earning $102,750,665 in its opening weekend,[61] which was a new Memorial day weekend record.[62] The film's release was also a new single-day record for Friday openings.[63] The opening weekend gross was surpassed six weeks later with Pirates of the Caribbean: Dead Man's Chest, making The Last Stand's opening the second-highest of 2006.[64] The film also opened on 95 international markets that same weekend, opening at number one in 26 of them and grossing $76.1 million overall, but suffered from competition with The Da Vinci Code, which retained the top spot in most countries, and beat The Last Stand in international gross that weekend with $91 million.[65][66] The film's second weekend dropped 67 percent to $34 million, which was the steepest post-Memorial Day opening drop on record.[67] X-Men: The Last Stand eventually grossed $234,362,462 in the domestic box office and $224,997,093 internationally, for a worldwide total of $459,359,555,[61] the fourth-highest in domestic grosses[64] and seventh-highest worldwide for 2006.[68] X-Men: The Last Stand is also the highest-grossing film in the franchise.[69]


Famke Janssen's performance was praised by critics and audiences. Also impressed with Janssen's performance were Total Film, who said, "playing the super-freaky mind-control goddess like GoldenEye’s Xenia Onatopp’s all-powerful psycho sister, her scenes – particularly that one with the house – crackle with energy and tragedy. If only the rest of X3 had followed suit."[70] During her acceptance speech, Halle Berry asked all fans who wanted to see an "X-Men 4" to write letters to producer Tom Rothman asking for another movie.[71]

Irish Film & Television AwardBest International ActorIan McKellenNominated
Teen Choice AwardBest Choice SleazebagNominated
Best Choice LiplockHugh JackmanNominated
Famke JanssenNominated
Saturn AwardBest Supporting Actress[72]Won
People's Choice AwardFavorite Female Action StarHalle BerryWon
ACE EddieBest EditingMark GoldblattNominated
Satellite AwardBest EditingWon
Mark HelfrichWon
Julia WongWon
Young Artist AwardBest Supporting Young Actor in a Feature FilmCameron BrightNominated

Home media[edit]

The film was released on October 3, 2006 in single-disc DVD format,[73] as well as a two-disc collector's edition[74] and a trilogy box set with the previous two films.[75]

The single-disc came with three alternative endings, each with optional commentary by director Brett Ratner; 10 deleted scenes; audio commentaries from Ratner, the writers and the producers; and two hidden Easter eggs. The collector's edition came with an exclusive 100-page commemorative comic book with an all-new story written by X-Men co-creator Stan Lee, his first original Marvel comic book in five years.[73] The DVD sold 2.6 million units in its first day, exceeding Fox's expectations,[76] but errors were reported. About 60% of the DVDs currently in circulation have errors in them. Some DVDs come with only 10 deleted scenes while others come with 21, amongst other errors.[77] X-Men: The Last Stand sold an additional 2.4 million units in its first week.[78] X-Men: The Last Stand was released on Blu-ray Disc the following November.[79] The Blu-ray included several special features:[80]


A stand-alone sequel to the film,[81] The Wolverine, was released on July 24, 2013. The film plot shows Logan moving on from the X-Men, heading for Japan to escape the memories of what occurred during X-Men: The Last Stand. Hugh Jackman and Famke Janssen reprised their roles, and Ian McKellen and Patrick Stewart appear in a mid-credits scene.[82]

A direct sequel to the film, X-Men: Days of Future Past, which is also a direct sequel to X-Men: First Class, is set to be released on May 23, 2014, with Hugh Jackman, Halle Berry, Patrick Stewart, Anna Paquin, Ian McKellen, Ellen Page, Shawn Ashmore and Daniel Cudmore are set to reprise their roles.[83]


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