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(2003) (Hugh Jackman, Patrick Stewart) (PG-13)

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Action/Adventure: A team of superhero mutants forms an unlikely alliance with their previous enemies, another band of mutants, to try to stop a renegade military officer from killing all of them.
With his former friend and then nemesis, Magneto (IAN McKELLEN), imprisoned in a facility with no metal he can control, Professor Charles Xavier (PATRICK STEWART) hopes that things can return to normal, at least as much as possible for his school of mutants who are a minority in a world filled with prejudice against him.

His longtime associates - telepath Jean Grey (FAMKE JANSSEN), the weather controlling Storm (HALLE BERRY) and laser beam emitting Cyclops (JAMES MARSDEN) - are now guiding a new set of students. Among them are Pyro (AARON STANFORD), a teen who can control but not create fire and Bobby a.k.a. Iceman (SHAWN ASHMORE), who can instantly freeze anything. That doesn't include the heart of fellow mutant Rogue (ANNA PAQUIN) who's smitten with him, but wary of making contact since that might kill him.

The stability is short-lived, however, when another mutant, Kurt Wagner a.k.a. Nightcrawler (ALAN CUMMING), makes an apparent attempt on the President's life. That results in a high-level meeting with Senator Kelly (BRUCE DAVISON) and military man William Stryker (BRIAN COX).

Despite having a mutant, Yuriko Oyama, a.k.a. Deathstrike (KELLY HU), as his assistant, Stryker has a grudge against their kind due to Xavier's former dealings with his son Jason (MICHAEL REID MACKAY). He also has a background with Wolverine (HUGH JACKMAN), a brooding mutant that Xavier has sent off on a reconnaissance mission.

While Storm and Jean Grey are off retrieving Nightcrawler, Wolverine returns to the school only to find Stryker's forces raiding it and kidnapping some of the younger students. Stryker also kidnaps Xavier, using his son to probe the professor's mind in hopes of operating a powerful device, Cerebro, which could be used to locate and kill all mutants on Earth.

With Magneto's shape-shifting assistant, Mystique (REBECCA ROMIJN-STAMOS), freeing him from his confines, the rest of the X-Men make an unlikely alliance with their former enemies, all in hopes of finding and stopping Stryker before he can enact his deadly and devastating plan.

If they're fans of the first film, the comic book on which it's based, or anyone in the cast, it's a good bet they will.
For sci-fi action/violence, some sexuality and brief language.
  • PATRICK STEWART plays the wheelchair-bound leader of the X-Men who wants to teach his young mutant students how to deal with their powers and the prejudice against them, but finds himself at the mercy of Stryker's nefarious plans.
  • HUGH JACKMAN plays the brooding mutant with retractable metal claws in his hands. He briefly uses some profanity, smokes a few cigars, drinks beer, and fights and kills various enemies.
  • JAMES MARSDEN plays another brooding mutant who can fire laser blasts from his head gear.
  • FAMKE JANSSEN plays a telepathic mutant who's troubled by her situation and events arising about her.
  • HALLE BERRY plays a mutant who can control the weather.
  • ANNA PAQUIN plays a young mutant who's afraid to kiss her boyfriend Bobby for fear of killing him due to her unique powers.
  • SHAWN ASHMORE plays her boyfriend, a young mutant who can freeze anything.
  • AARON STANFORD plays a literally hotheaded mutant who can control but not create fire. He briefly uses some profanity.
  • IAN McKELLEN plays Xavier's former friend and more recent nemesis who breaks free from prison to stop Stryker and enact his own nefarious plan.
  • REBECCA ROMIJN-STAMOS plays his blue, shape-shifting assistant who can perfectly impersonate anyone and appears mostly nude a great deal of the time.
  • BRIAN COX plays a military man who has a serious grudge against the mutants and hopes to kill all of them.
  • KELLY HU plays his personal assistant who's also a mutant with retractable metal claws.
  • ALAN CUMMING plays a former circus performer, a highly religious devil-like mutant who quickly flits from one place to the next and joins forces with the X-Men after an unsuccessful attempt at killing the President.
  • MICHAEL REID MACKAY plays Stryker's wheelchair-bound mutant son who he uses to control Xavier.


    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).

    The following is a brief summary of the content found in this action-adventure film that's been rated PG-13. Profanity consists of several "s" words and a few slang terms using genitalia-related words, while other expletives, colorful phrases and some brief and non-explicit, sexually related talk are present. Several couples briefly make out (to varying degrees), while a voluptuous mutant woman walks around essentially nude (save for blue body paint and some strategically placed "scales" that cover up any explicit body parts, although her breasts might as well be uncovered).

    Violence consists of many instances of fighting where characters pummel, strike, slice, stab (often aggressively) or kill other characters by various means. Most of the violence isn't as bloody as it could have been (although there is some), but some of those scenes and others (including some perilous moments) might be unsettling, tense or suspenseful to some viewers. Various characters have varying degrees of bad attitudes, some drink and/or smoke, and some imitative behavior is present.

    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.

  • The President pours himself a drink.
  • Wolverine asks Bobby if they have any beer and the student replies that it's a school (meaning they don't).
  • A guy has a beer in a bar and Mystique brings over two more for both of them (she also drugs the man who later passes out).
  • Wolverine has a beer.
  • We see a fake wolf with blood on and around its mouth in a museum setting.
  • In several scenes, Stryker pours what looks like acid - actually a mind-control substance - onto/into what look like small wounds on the back of several mutants' neck.
  • Wolverine puts out his cigar in his own palm. We then see the burn mark/hole that quickly heals.
  • Magneto has some slight bruises on his face from where he was earlier struck.
  • Wolverine has some blood on his arms after fighting various men.
  • Bobby's face starts to look old (and show lots of veins) when he kisses Rogue (who can literally suck the life out of someone - but she stops and he's okay).
  • Magneto uses his powers to lift a security guard from the ground (magnetically) and then kills him by extracting the iron-rich blood from his body (nothing too graphic, but we do see a reddish mist floating through the air plus many tiny bloody spots on the guard's shirt).
  • We see a small trickle of blood come from a small bullet-hole wound in a man's forehead (that then quickly heals).
  • Both Wolverine and Oyama have bloody slice marks on their face that quickly heal. We also briefly see some blood dripping down into some water during their battle.
  • Molten metal comes from a character's eyes, nose and mouth after they're injected with a great deal of it.
  • Various characters have bad attitudes toward mutants (including prejudice). That includes Stryker who intends on wiping out all of them, sets up an assassination attempt on the President, and even kidnaps some young mutant kids.
  • A young guy is disrespectful to Pyro and vice-versa.
  • Cyclops does not like Wolverine and doesn't attempt to hide that.
  • Some viewers might not like Nightcrawler, a devilish looking creature, being rather religious.
  • Bobby's brother calls the police and turns in him and some other mutants.
  • Despite helping the other mutants, Magneto and Mystique have their own agenda and nefarious plan to kill all humans.
  • One of the students turns sides and joins forces with Magneto.
  • Scenes listed under "Violence" might also be unsettling, tense or suspenseful to some viewers (particularly younger ones), but much of it is played in an action-adventure sort of fashion.
  • Some of the mutants (such as Nightcrawler with his devilish appearance) could be scary-looking to younger viewers.
  • Mystique tries to download information inside a room in which she's snuck in, all as another woman approaches.
  • Mystique jams a large needle into a security guard she's just drugged (nothing too graphic but those fearful of needles might find it unsettling).
  • One of the main characters is shot in the head and appears to be dead, but the wound heals and he's okay just moments later.
  • Storm tries to elude two jet fighters that pursue them through the sky. Storm then creates many funnel clouds that eventually cause the other pilots to eject, but not before one fires two missiles at the X-Men's jet. Jean Grey telepathically destroys one of them, but the other hits the back of their jet just as she destroys it. Rogue is sucked through the hole, but the Nightcrawler pops out into the sky, grabs her and returns to the jet. Their jet then careens out of control toward the ground (only to be stopped just feet from impact by more mental powers).
  • The various mutants race to stop Stryker from using Xavier to kill all mutants (while under the control of someone else); Magneto from killing all humans (in the same fashion); and then try to elude flood waters both inside and outside a dam that fails.
  • The Nightcrawler manages to get Xavier and Storm out of a chamber just moments before they would have been crushed by large falling debris.
  • One of the major characters sacrifices themselves for the others and thus apparently dies.
  • Handguns/Machine guns/Knives/Various explosives/Missiles: Carried, aimed and/or used to threaten, wound or kill others or cause property damage. See "Violence" for details.
  • Phrases: "Turn that sh*t off," "Holy sh*t," "Why are you being such a d*ck?" "What the hell /is that/was that?" "Who the hell /are you/is this?" and "Where the hell is he?"
  • Some kids may be enticed to imitate the highly stylized fighting that occurs during the film.
  • Oyama repeatedly and loudly cracks her knuckles and fingers.
  • Rogue has many earrings in her ear.
  • Wolverine puts out his cigar in his own palm.
  • Nightcrawler has various self-drawn markings all over his body.
  • A man belches loudly after drinking beer.
  • Mystique gives "the finger" as she slides away from some men.
  • A few of the sudden blows or attacks might startle some sensitive and/or younger viewers.
  • An extreme amount of suspenseful and action-oriented dramatic music plays in the film.
  • None.
  • At least 3 "s" words, 2 slang terms using male genitals ("d*ck"), 1 for breasts ("t*t"), 6 hells, 1 ass, 1 damn, 4 uses of "Oh my God," 2 of "My God" and 1 use of "Oh God" as exclamations.
  • Various women, such as Rogue and especially Storm in her low-cut tops, occasionally show varying amounts of cleavage.
  • As in the first film, 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.
  • Mystique comes on to a security guard in a bar and drugs his beer (and the camera briefly focuses on her crossed and bare legs that we see all the way to her hips). We then see the two of them passionately making out in the bathroom and then into one of the stalls (she shows cleavage). The guard excitedly says that she's really aggressive, and she sits him down onto the toilet (he's clothed and she's in some sort of lingerie). He says that it's dirty in there and she says that's the idea. He then passes out and nothing more occurs.
  • Rogue starts to undress to change her clothes (nothing explicit) and we then see Bobby turn away, but then playfully gaze back at her (we only see him).
  • Bobby and Rogue briefly kiss, but they quickly stop when her contact with him starts to turn him old/suck the life out of him.
  • Wolverine and Jean Gray passionately kiss, but she then stops and walks away. Moments later, she returns to his tent and kisses him on the ground. She then gets on top of him and keeps kissing him and we see her bare belly as he starts to lift up her shirt (and she says he has what she wants as she licks at his ear). He then realizes it's Mystique who shape shifts several times (including showing some cleavage) and nothing else happens.
  • We see a brief flashback image of Wolverine fleeing a facility and he's apparently nude. Although we see a full body shot of him, the intense light behind him washes out most of his body so nothing explicit is seen.
  • Wolverine smokes cigars three times, while a miscellaneous character smokes.
  • Stryker's son is a wheelchair-bound mutant who Stryker claims is dead (a metaphor), just like the rest of the mutants.
  • Accepting others who are different from you.
  • Feeling like you're different from others and/or don't fit in.
  • Sacrifice.
  • Nightcrawler makes his way through the White House. When a guard tries to stop him, he jumps on the man and knocks him down. He then breaks through a wall or door and knocks more people down. Various guards and/or Secret Service agents fire at him, but he dissolves into a mist only to reappear behind others from where he hits and/or kicks them. He proceeds to hit or knock down more, as more shooting at him occurs. We hear a great deal of gunfire from behind a closed door that then bursts open from a person hitting it on the other side. Nightcrawler then strikes more people (apparently just rendering them unconscious rather than dead, although that's not a certainty) and even drops one from the ceiling. He then pins the President to his desk and raises a knife, but disappears just as he drives it down (into the desk) and an agent shoots him.
  • Pyro causes another young guy's arm to catch on fire when he takes his lighter. Iceman then extinguishes and somewhat frosts the guy (who's otherwise okay).
  • A security guard strikes Magneto on the head with his club and then pins his head to the table (so that Stryker can pour some sort of acid-like liquid onto a mark on the back of his neck - to control him).
  • Storm sends a lightning bolt that damages part of the inside of a church and sends Nightcrawler headed for the floor (but Jean Grey "catches" him - with her mind -- before he hits it).
  • Oyama shoots Cyclops with some sort of dart. In turn, he blasts her and a security guard with laser shots from his eye mask that send the two flying backwards. She then jumps and kicks him down to the floor (and he's unconscious from that and/or the dart).
  • One of Stryker's men shoots a mutant boy in the neck with some darts that render him unconscious. Other such men shoot other young students with darts. Wolverine then grabs one of the men when he enters the kitchen, causing the man to fire his machine gun about the room wildly (no one is hit). Meanwhile, one mutant lets out a wail that causes everyone discomfort from the sound (until she's shot with a dart). The above man hits Wolverine and tries to stab him with a knife, but Wolverine stabs the man with his long, retractable blades that come out of his hands (no blood). Wolverine then proceeds to stab or slice various men as he makes his way down a hallway (no blood).
  • Other men try to shoot an adult mutant who turns to metal (and the bullets bounce off him).
  • Wolverine slices or stabs more intruders (we don't know if he injures or kills them). He then stabs another man in his foot and apparently hits him around a corner (we hear some gunfire).
  • Men use explosives to blow open a window.
  • Wolverine hits and stabs more men with his retractable claws.
  • Men use explosives to blow apart a wall of ice.
  • Mystique jams a large needle into a security guard she's just drugged (nothing too graphic).
  • Magneto uses his powers to lift a security guard from the ground (magnetically) and then kills him by extracting the iron-rich blood from his body (nothing too graphic, but we do see a reddish mist floating through the air plus many tiny bloody spots on the guard's shirt). He then uses several small metallic balls to smash through his confines and then hit two guards, knocking them to the floor (injuring or killing them).
  • Police hold guns on Wolverine, Rogue, Pyro and Iceman. One then shoots Wolverine in the head, dropping him to the ground, apparently dead (we see a small trickle of blood come from the small bullet-hole wound in his forehead but the wound quickly heals and he turns out to be okay). Pyro then uses flames to knock various cops away from the house and to blow up several police cars. Rogue then grabs his foot to incapacitate him briefly and let the other cops survive (we don't know the condition of the others).
  • Storm tries to elude two jet fighters that pursue them through the sky. Storm then creates many funnel clouds that eventually cause the other pilots to eject, but not before one fires two missiles at the X-Men's jet. Jean Grey telepathically destroys one of them, but the other hits the back of their jet just as she destroys it. Rogue is sucked through the hole, but the Nightcrawler pops out into the sky, grabs her and returns to the jet. Their jet then careens out of control toward the ground (only to be stopped just feet from impact by more mental powers).
  • Some kidnapped mutant kids briefly get shocks as they touch their enclosure.
  • Men shoot at Mystique who flits about a facility, knocking them down and/or unconscious. During this, one of the men ends up shooting and apparently killing one of his comrades. She then hits several guys on the head, while the men are ordered to shoot out the security cameras she can use (they do). Men then use explosives to try to get through a heavily armored door.
  • Jean Grey uses her powers to throw two men against a wall.
  • Jean Grey knocks Magneto and Mystique aside just as Cyclops (under control of someone else) fires a laser blast at them. She then uses her mental powers to knock Cyclops backwards just as he fires another blast that hits a vehicle. He then fires a long blast directly at her, but she uses her powers to shield herself and then knock him backwards (his blast causes some property damage).
  • We see some brief flashback images of what look like Wolverine being tortured (including underwater).
  • Wolverine and Oyama (both of whom sport long blades from their hands) get into a long battle where each repeatedly slices, impales, hits, kicks or otherwise strikes the other. Various wounds quickly heal on their bodies, but some of the impaling is both aggressive and severe and occurs many times (the major impalements are bloodless). She then has him on a grate of sorts and aggressively stabs him in the back many times. He then cuts the grate's supports causing it to fall on her in some water and seemingly drown her. She comes back, however, and stabs him again.
  • A person stabs another with a device that pours molten metal into that person. We then see that metal coming from the character's eyes, nose and mouth (that person then dies).
  • Magneto pulls the pins from various soldiers' grenades via magnetism, causing them to explode, killing all of the soldiers (nothing graphic).
  • Various mutants writhe in pain from a global force that could kill all of them, but doesn't. Later, Stryker reacts to the same and we hear the screams of other humans (that we don't see).
  • Wolverine punches Stryker in the face, slams him back against a plane, and then stabs him with his claws (we don't see the impact), wounding him.
  • Magneto uses his powers to cause some chains to strangle Stryker (but not kill him).
  • A dam ruptures and the resultant massive flood waters apparently drown a human and a mutant.

  • Reviewed May 2, 2003 / Posted May 2, 2003

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