X-Men Movies Wiki

"We're outnumbered. I'm not gonna lie to you. But we lost Scott. We lost the Professor. If we don't fight now, everything they stood for will die with them. I'm not gonna let that happen. Are you? Then we stand together... X-Men, all of us."

X-Men: The Last Stand is the third installment in the X-Men film series and the sequel to X-Men and X2: X-Men United. It is the first X-Men film and the only film in the original trilogy to not be directed by Bryan Singer, who opted to direct Superman Returns instead. Directed by Brett Ratner, the film was released worldwide on May 26, 2006 to mostly mixed reception, with the action receiving positive praise and the story elements and script garnering negative criticism.


Killing Xavier and liberating evil mutants, Magneto uses the resurrected Jean Grey -- now Phoenix, the most powerful mutant of all -- against the X-Men. While Logan recruits members of Xavier's original team and confronts an emerging relationship with Storm, Rogue and Iceman come into their own as the X-Men's future.[1]


In a flashback, 20 years ago: Professor Charles Xavier and Erik Lehnsherr arrive at the Grey residence to meet Jean Grey for the first time. They discover her mutant abilities and the Professor wishes to teach Jean how to control them, so she joins the Professor's school.

In another flashback, 10 years ago, a young, Warren Worthington III discover's his mutant powers beginning to manifest. His father is shocked to find out that his only son is a mutant, showing what appear to be wings growing from his back.

At Xavier's School, sometime in the not too distant future: Some of the X-Men and the students are fighting in some apocalyptic battle as a training session in the X-Mansion's Danger Room. The members include Shadowcat, Iceman, Colossus and Rogue, lead by Storm and Wolverine. The session ends with Wolverine decapitating a Sentinel robot.

Cyclops is still grieving over the death of Jean Grey and leaves the X-Men for a while, leaving Wolverine to cover his teaching position.

We then meet the secretary of the Department of Mutant Affairs, Hank McCoy, AKA Beast; a former member of the X-Men. He is told by the President and Trask that Magneto's right hand woman Mystique is now in custody and a Mutant Cure is currently in development.

Beast turns up at the Mansion to inform the X-Men about this mutant cure. When the cure is announced to mutants who wish to fit in with society, Rogue is very interested. She wishes to rid of her powers so she can finally touch people and continue her relationship with Iceman.

This announcement of the cure has caused an uproar to many mutants. Some wish to take it, some refuse. But Magneto believes that the cure is intended to wipe out all of mutant kind. He persuades a team called The Omegas, lead by Callisto, to help him build an army and fight to save their kind, but first he needs Mystique.

At Worthington Labs on Alcatraz Island, Beast arrives to meet the source of the cure; a young boy named Jimmy, aka Leech.

Cyclops arrives at Alkali Lake and is stunned to find Jean Grey alive. The have a brief, tender moment until Jean suddenly kills him. 

The X-Men sense his supposed demise and head over to Alkali Lake. Wolverine and Storm show up at the Lake and find Jean Grey alive and unconscious, but no sign of Cyclops. 

Later, in the school's infirmary, Xavier tells Logan that Jean survived with the help of a strong power called the "Phoenix". He had spent years keeping it in check to make sure the Phoenix never reemerges, or otherwise, Jean could become dangerous. Wolverine is unsure about this and stays by Jean's side.

At Worthington Labs building in San Francisco, Worthington's son Warren arrives to take the cure, but changes his mind at the last minute. He breaks free and flies away to New York with his big, feathered wings.

With the help of Callisto, Magneto is able to locate and free Mystique from a Prison Convoy, along with other mutants; Multiple Man and Juggernaut, who join the Brotherhood of Mutants. Mystique is suddenly shot with the cure and loses her powers and is now human. Magneto abandons her since she is no longer a mutant.

At the White House, Hank McCoy resigns from the cabinet after finding out that the cure is being used as a weapon without him knowing about it. He leaves and joins the X-Men, knowing that Magneto will become a major threat.

In the school's infirmary, Jean wakes up feeling better, but Wolverine knows something was wrong. Jean has no memory of what happened to Cyclops. Her powers get worse and she escapes the Mansion.

After Magneto discovers that the Government is using the cure as a weapon, Callisto informs him that she has located a Class 5 mutant; more powerful than Magneto. Knowing that it's Jean, he plans to use her. 

Back in the infirmary, Storm and Professor X discover that Jean has escaped and they set out to find her.

The X-Men (Professor X, Storm and Wolverine) find Jean at her old childhood home, only to find Magneto and his Brotherhood also there. The Professor and Magneto go into the house to reason with Jean, but Jean doesn't listen and vaporizes the Professor. Magneto takes her away, leaving Wolverine and Storm grieving over the loss of the Professor.

After the students and the X-Men bid a final farewell to their fallen leader and mentor, Iceman takes Shadowcat ice skating to cheer her up. This upsets Rogue, believing that Iceman is more interested in Shadowcat than her, so she leaves to take the cure.

The next day in The Forest, Magneto has set a huge camp for his now larger Brotherhood Army along with Jean Grey at his side.

Back in the school, Wolverine, Storm, Beast, Iceman and Shadowcat gather to decide about the school's future. Warren turns up at the school for a place to stay. Storm decides that the school stays open. Wolverine sets off to find Jean after hearing her voice whispering in his head calling him.

Soon, the Brotherhood begin making attacks at clinics to prevent the cure from spreading to more mutants. Magneto announces to everyone that a war is coming and gives all other mutants a choice: Join him or stay out of their way.

Wolverine arrives to the forest where the Brotherhood is camped, to confront Jean. Magneto now has an army of mutants and plans to attack Worthington Labs and destroy the cure. Wolverine finally finds Jean, but is stopped by Magneto.

After the President fails an attempt to stop Magneto, the X-Men plan to take this into their own hands and stop Magneto themselves. The team now consists of Wolverine, Storm, Beast, Colossus, Shadowcat and Iceman.

The next morning in San Francisco, Magneto leads his Brotherhood to Worthington Labs. Magneto uses the full force of his powers to move the entire Golden Gate Bridge and his army over to Alcatraz Island. The battle begins, but the soldiers have the upper hand. They now use plastic guns and a lot of mutants are being cured. The guns are destroyed by Arclight and the soldiers are now losing. The X-Men arrive just in time and help the troops fight off the Brotherhood. The fight goes well until Magneto sends Juggernaut in to kill Jimmy. Shadowcat manages to slow him down and make it to Jimmy first, but his powers prevent her from phasing through the walls. Juggernaut arrives, but gets knock out when trying to get Jimmy. Storm defeats Callisto and Iceman defeats Pyro.

In the Lab, the Omegas, Psylocke, Quill and Arclight try to kill Worthington, but he is luckily saved by his son, Warren.

The X-Men finally defeat Magneto when Beast injects him with the cure; causing him to lose his powers. Before Wolverine could help Jean, more troops arrive to attack her, but they fail. Enraged, Jean unleashes the full fury of the Phoenix and destroys everything around her, including killing all the soldiers and mutants. The X-Men get away, but Wolverine is forced to kill Jean with his claws to make her stop.

The next day, everything is fine again. The mansion is reopened, Beast is now the new ambassador to the United Nations and Rogue has come back, revealing that she had taken the cure and continues her relationship with Iceman.

As for Magneto, he is now seen amongst the humans playing chess in the park like a normal person; missing his precious, magnetic abilities. The scene ends when he reaches for one of the metal chess pieces and it slightly moves by itself.

After the credits there is a scene at the hospital, where the comatose man from the video that Xavier showed his students is lying in a hospital bed. Dr. Moira MacTaggert enters the room to see the sleeping patient, only to be greeted by the Professor's voice coming from him. Moira looks towards her patient in disbelief and says "Charles?".










  • Kelsey Grammer was so keen to play Beast that he agreed to do an audition. This was the first time Grammer had auditioned in over twenty years.
  • Nightcrawler was going to make a cameo appearance in this movie. Alan Cumming who'd played Nightcrawler in X2: X-Men United (2003), was going to reprise the role, despite his discomfort with the prosthetic make-up he had to wear for his role. The cameo was so short, however, that the filmmakers felt the long and costly make-up process was not worthwhile, so he was omitted from the movie. The video game X-Men: The Official Game (2006) explains that Nightcrawler left the X-Men, because he didn't appreciate their life of action and violence.
  • When Bryan Singer was going to direct, he and his writers Dan Harris and Michael Dougherty, wrote a treatment solely based on the X-Men storyline "The Dark Phoenix Saga". The deceased Jean Grey returns, with a new, more destructive personality called "the Phoenix". She would be manipulated into joining the Hellfire Club, by their telepathic leader Emma Frost (Sigourney Weaver was intended for the role). A three-way battle occurs between the Club, who want to take over the world, the X-Men, who want to save their comrade, and Magneto's Brotherhood, who want the Phoenix for their own plans. At the end, to save everyone, Jean kills herself, but her spirit lives on and transcends into a divine being, which Dougherty compared to the star child in 2001: Space Odyssey (1968).
  • Rebecca Romijn's (Mystique) and James Marsden's (Cyclops) roles were reduced substantially when this movie was rushed into production, as the two cast members had prior scheduling conflicts.
  • Budgeted at $210 million, this was, at the time, the most expensive movie ever made.
  • For her dual role as Jean Gray and the Phoenix, Famke Janssen extensively researched dissociative identity disorders and split personalities, to make her performance convincing.
  • Throughout the movie, Storm and Callisto are constantly battling. In the comics, Storm and Callisto battled for leadership of Callisto's gang, the Morlocks.
  • After Bryan Singer saw the movie, he said he would have done it differently. He would have had a distraught Cyclops build the Danger Room to become better, as he felt the X-Men needed to be stronger and faster to have saved Jean. Also, he said he would have had Phoenix on a quest around the world freeing trapped mutants and rescuing them.
  • The idea of a cure developed by Dr. Kavita Rao, Beast's interest in it, and the prominent roles played by Kitty Pryde and Colossus, were inspired by Joss Whedon's story "Gifted", which took place in the first six issues of "Astonishing X-Men". The mutant cure plot was first introduced in X-Men (1992).
  • Gambit was going to appear in this movie, and would have been a love interest of Rogue, and a rival for Iceman, similar to how Kitty Pryde was Rogue's rival for Iceman's affections. However, Twentieth Century Fox was developing X-Men Origins: Wolverine (2009), and stipulated that no mutant could appear in both movies, and so Gambit was removed from the script. Channing Tatum was in the running for the role before it was removed.

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