X-2 was how you build upon a decent movie to make a great second film creating excitement for your franchise.  Annnnnnd this one is how you screw it up.

It all starts with Warner Brothers deciding that their superhero films were missing a vital link to making their movies awesome.  Getting the guys who made those good X-Men movies.  And Bryan Singer answered their call-swayed by his love for the first two Superman movies and he took his major players with him.

Fox and Marvel started to work on a replacement.  Darren Aronofsky, Alex Proya, Joss Whedon, Rob Bowman and Zack Snyder were all considered before setting up a deal with Matthew Vaughn (Stardust).  After a brief time, Vaughn felt he could not be away from his family for the length of time making the film would require, so he dropped out.

Which leads us to Brett Ratner.  Funny enough, before Singer, Ratner was considered for the original X-Men film.  Since then he had a string of moderate successes in the Rush Hour films and Red Dragon.  I am not going to lie…I cringed at the announcement.

So, the film starts out in the past, with Charles Xavier and Eric Lehnsherr (Magneto) going to meet with young Jean Grey and her parents.  Both Xavier and Lehnsherr are taken aback by the latent power house within the child Jean Grey.  I am more amazed at the some what humorous digital de-aging of Stewart and McKellen which makes them look kind like…they are made of plastic.

The scene then switches to a young boy in a bathroom.  His father is pounding on the door for him to open up… honestly, this is one of the most solid scenes in the film as the young boy is attempting to keep a secret from his father.  But his father manages to break in and we see the reveal that he was using a razor blade in an attempt to hack off  bird-like wings.  There is a real sense of heartbreak, and the actor playing young Warren Worthington is terrific.

We jump to the “near future” with what looks to be a city in ruins with young X-Men under attack.  In the end, it is revealed to be a Danger Room training exercise. This is a first, as the Danger Room has not been seen until this film.  We also see a Sentinel head in the simulation .

The film draws from Joss Whedon’s “mutant cure” storyline in Astonishing X-Men and the Phoenix Saga…minus pretty much everything from the Phoenix Saga.  Cyclops is really broken up, he has stubble, so you know it is bad. Marsten was in Superman returns, so they get rid of him quickly.  The story is an interesting idea, the cure for mutant abilities, allowing mutants to no longer be mutants.  but it is second fiddle at times to the Phoenix storyline.  In the comics, the Phoenix Saga is a large and dramatic storyline that spanned several issues.  But here it is compressed into two small hours, lacking much of the

The strongest point of the film is the cast.  Along with the cast of regulars, we get Ben Foster as Angel, Kelsey Grammer as the Beast (inspired casting if there ever was) and Ellen Page as Kitty Pryde.  While Foster is not as pretty as I pictured Angel to be, he is a solid performer.

Ian McKellan is terrific as usual.  He is able to seem dangerous and cruel, yet can seem generous and wise at the turn of a hat.  At one point, Pyro makes mention that he would have killed Xavier for him…and Magneto stops and looks sternly at Pyro and defends the greatness of Xavier.  McKellan has always done a wonderful job of selling the idea that Magneto truly loved and cared for his friend-in spite of being on opposite sides of the issue.  His delivery of the Magneto speeches are poetic.

The problem is…the film is a mish mash of ideas.  It has great moments, but it is filled with lazy writing.  The resolution of the Phoenix story is troubling.  Rather than letting her sacrifice herself what we get is depressing and problematic.   The character could not just “get better”, she had killed to many people to come back from that.  And she is so powerful, that letting her go forward would be hard to defend and there is no way to “imprison” her.  The original story was grandly cosmic, and I realize that it was unlikely that we would see that version on film.  Brett Ratner is clearly trying to go big, but it tends to fall short.  Characters get short changed and used without much thought of their potential.  It is by the books, taking interesting ideas from the comics and executing them badly.  Professor X is basically reduced to Professor Exposition, leaving Stewart to fend for himself in a massively reduced role.  I realize some of this may have been related to actors schedules and the like, but there is little effort to deal with the absences in a way other than to hope you forget they are not there.  And what is the point of de-powering Magneto if you are going to end on him getting his power back right before the credits roll?

Rogue should be the real heart of this story.  Her struggle is easy to connect to.  She wants contact, but her powers prevent that.  Yet, the character disappears for large swaths of the film.  She misses the final battle entirely.

The film has some good effects, and often the actors overcome stiff or lazy dialog…but in the end, after the powerful and exciting X2, this movie just trips over itself.

This is the Alien: Resurrection of the franchise.  And yet, it was better than Superman Returns.  Go figure.