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X-men 3 the last stand




X-Men: The Last Stand is the third film of the series. Bryan Singer wanted to shoot the third film back-to-back with a fourth. On July 16, 2004, he left to direct Superman Returns, having only completed a third of a treatment focusing on Phoenix, and introducing Emma Frost, a role intended for Sigourney Weaver and Gambit intended for Keanu Reeves. In addition, Singer also wanted to showcase more characterizations of Rogue, Iceman, and Pyro. Simon Kinberg and Zak Penn were hired the following month, and a studio executive read Joss Whedon's Astonishing X-Men story "Gifted", featuring a mutant cure, suggested it be the primary story. Matthew Vaughn came on board as director in February 2005, but left due to the rushed production schedule. Brett Ratner took over in June, and filming began on August 2, 2005.



X-Men The Last Stand (2006) - Trailer


Flashback, many years ago: A car stops outside the Grey residence in a quiet neighborhood. Out of the car step two men: Professor Charles Xavier and Erik Lehnsherr. Erik turns to his friend and says he still doesn't know why he's there – couldn't Charles just make them say yes? As they start walking towards the house, Xavier answers that he could, but it's not his way, and he would expect Erik of all people would understand his feelings about misuse of power. Erik asks when Charles will stop lecturing him, and Xavier answers he'll stop when Erik starts listening, and states that Erik is there because he needs him. Frustrated a bit, Erik asks if they'll have to meet each and every one of them in person, and Charles says no – but this one in special.

A minute later, the two are inside the living room with Mr. and Mrs. Grey, who are reading the brochure of Xavier's School. Mrs. Grey states that it's a beautiful campus, and her husband agrees that it looks great – but what about Jean? What about her illness? Angered, Erik asks John Grey if he thinks his daughter is sick. Knowing his friend's temper, Charles interrupts and suggests that perhaps they should speak to Jean alone. Mrs. Grey agrees and calls her daughter to come down. A young redhead girl comes downstairs and sits on the armchair, and her parents leave to the other room. Sensing her using her telepathic powers, Xavier tells Jean that it's quite rude to read their thoughts without their permission.

Erik asks Jean if she thought she was the only one of her kind, and Charles explains that they're mutants – they're like her. Jean doubts that, and gives the two men a demonstration of her powers: outside the window, cars start floating in the air in front of the amazed eyes of the two mutants. A man's lawnmower flies out of his hands; another man stares in disbelief as the water from his hose start flowing upwards. Enchanted, Erik turns to his friend and tells him he likes this one. Charles tells Jean that she has more power than she can imagine. The question is – will she control that power, or let it control her? Outside, all the cars drop back to the ground.

Elsewhere In a tall building, a young, blond boy with tears in his eyes madly tries to rub his back with something in the bathroom. Outside, his father comes to the door and knocks on it, asking his son Warren if everything's alright. Hearing his son's heavy breaths and tears, the father asks his son what's going on in there. Panicking, Warren says he'll be right out. His father says he's been in there for over an hour and orders him to open the door. Warren yells "one second!" and turns to hide many kinds of knives, blades and scissors, some covered in blood, in the drawers.

Hearing all the metal sounds and the panic in his son's voice, Mr. Worthington firmly orders his son again to open the door. Eventually, he's had enough and bursts the door open himself, finding his son in tears, with a look of horror on his face. In disgust and disbelief, Mr. Worthington stares at his son, standing in a pile of feathers. "Caught" as a mutant, young Warren apologizes to his father, sobbing. In the mirror behind him, two long wounds are seen on Warren's back.

Xavier's School, sometime in the not too distant future: Some of the X-Men and the students are fighting in some apocalyptic battle. Enemy fire blasts buildings around them, and everything's in flames. The students are running through the chaos, and Storm flies, avoiding getting hit. Rogue and Colossus are about to get hit by a huge flying rock, but Piotr turns to steel and stands in its way, sending the rock flying at Wolverine's direction, hitting him in the head. Logan simply heals himself, and looks at his students in disappointment – the world in turning to hell, and they just pretty much sit around. He calls them to follow him, and they run after him.

Iceman and Shadowcat too are running around the inferno, and a flaming piece of rubble flies at their direction. Bobby turns to it and freezes it, successfully dousing the flames and making it miss them by nothing more than a few inches. With a satisfied smile on his face, he turns to Kitty, not realizing that another boulder in about to hit them. At the last second, Kitty jumps to hug Bobby, phasing them both through the boulder. Rogue shows up just in time to see them breaking the hug, her boyfriend looking quite pleased.

Logan nonchalantly uses a burning log to flame his cigar, just as Ororo rushes to him in panic, telling him that the students are getting killed out there. He agrees, saying they're not ready. Ororo pushes him away in the last moment before getting blasted themselves, and he gets annoyed that he lost his last cigar. They realize that the enemy is flying straight at them at high speed from the sky, and Logan gives up on his students. He pops his claws and calls to Colossus, telling him to throw him at the enemy. Colossus turns to steel again and tosses Wolverine at the enemy, despite Storm's objections. A big clash is heard, and then a destroyed Sentinel head falls from the sky, with Logan on it. The enemy disengaged, Wolverine dismisses the class. The Danger Room returns to normal, as Logan compliments Piotr on his throw.

As they exit the Danger Room, Storm angrily tells Wolverine that he can't just change the rules – she's trying to teach them something. Logan defends that he taught them something, but Ororo states that it was a defensive exercise. He answers that the best defense is a good offense – or was it the other way around? She tells him it isn't a game, but he tells her to go to Scott if she's got a problem.

Up in his room, Scott Summers sits in the dark on his bed. Memories of the recent death of his girlfriend, Jean Grey, at Alkali Lake torture his mind. He whispers her name, and hears her respond in his head.

Down in the hall, Bobby asks Rogue if she's okay, and she angrily says she's fine, though she's clearly not. He tells her it seems like she's avoiding him, and she admits what's wrong is that she can't touch her boyfriend without killing him. He says it's not fair – he's never put any pressure on her. She answers that he's a guy and he thinks about it, before walking away from him.

Nearby, Scott walks past Logan. Wolverine tells Cyclops that they were waiting for him downstairs but he didn't show. Scott asks why does he care, and Logan answers that he had to cover for him. Scott says he didn't ask him to, but Wolverine tells him the professor did. Cyclops tries to brush Logan off and walk away, but Logan holds him and says he knows how he feels about Jean's death, but maybe it's time for them to move on. Scott just walks away, telling Logan that not everybody heals as fast as him.

Department of Mutant Affairs In his office, Secretary Hank McCoy, a blue-furred mutant, is hanging upside-down from the ceiling, reading a book. A woman walks into his office and tells him the meeting has begun, and he jumps to the floor and thanks her.

In the meeting room, Hank enters and takes a seat by the president. The president hands him some papers and tells him that Homeland Security was tracking down Magneto. Secretary Bolivar Trask says that they had hits on several cities – they lost him, but got a consolation prize – Mystique. They picked her up breaking into the FDA of all places. He turns on a screen showing two interrogators questioning Mystique. The president tells Hank she was imitating Secretary Trask, and Hank says she can do that. Not anymore, says Trask – they got her. McCoy doubts they can hold her, but Trask says they'll keep her mobile.

On the screen, the interrogator asks "Raven" a question, but she says she doesn't answer to that name. He tells her Raven Darkholme is her real name – or has Magneto convinced her she doesn't have a family anymore? Mystique says her family tried to kill her, and he agrees to refer to her as "Mystique," asking where Magneto is. Avoiding answering, Mystique morphs to Magneto and replies "in here, with us."

Annoyed, the interrogator says he doesn't want to play games, but Mystique simply morphs again, into him. Now furious, he tells her to stop and orders her to tell him where Magneto is. Suddenly, Mystique hits him with her head, tosses her chair at the other guy and jumps on the table, kicking them. She then jumps down behind the first guy and holds her handcuffs to his neck, choking him. Luckily, the other guy gets up and fights back.

The president turns off the screen, and Hank states that capturing Mystique will only provoke Magneto, although having her does give them some diplomatic leverage. The president responds that, on principle, he can't negotiate with these people. McCoy turns to him and says he thought that's why he appointed him. The president says that's true – but that's not why he called him. He hands Hank some more papers – what Mystique stole from the FDA. Hank looks at the paper before him: a document from Worthington Labs about a young bald mutant boy nicknamed Leech, who can suppress mutant powers. Shocked, Hank asks if it's viable, and the president says they believe it is. McCoy says this will have a huge impact on the mutant community, and the president explains that's exactly why they need some of Hank's diplomacy now.

Xavier's School Professor Xavier is teaching his ethics class about use and misuse of power – he states that one can use power for the greater good, or for personal gain and destructive ends. This is a dilemma they all must ask themselves. Why? Because they're mutants. For psychics, he says, this presents a particular problem: when is it acceptable to use their powers, and when do they cross that invisible line that turns them into tyrants over their fellow men? A student remarks that Einstein said that ethics are an exclusive human concern without any superhuman authority behind it, and Xavier replies that Einstein wasn't a mutant – as far as they know… The kids all giggle and Xavier proceeds to show them a tape sent to him by Dr. Moira MacTaggart.

In the tape, Dr. MacTaggart stands by a man in a hospital bed. She says that the man was born with no higher-level brain functions: his organs and nerves system work, but he has no consciousness to speak of. Xavier turns the video off and asks his students an ethical question: what if they were to transfer the consciousness of one person, say, a father of four with terminal cancer, into the body of this man? How are they to decide what falls between the range of ethical behavior and what…? Suddenly, he stops mid-sentence. Outside the window, gigantic rain clouds are forming. A moment passes in silence, and then Xavier dismisses the class, saying they'll continue this tomorrow.

Out on the balcony, Storm stands in the wind, staring at the rain clouds. Xavier shows up behind her and reminds her that the forecast was for sunny skies. Storm apologizes, and her eyes begin to glow. Within a few seconds, the clouds scatter and the sun comes out. The professor wheels closer to her and says he doesn't have to be psychic to know that something's bothering her.

They walk inside, and Ororo tells the professor that she doesn't understand: Magneto is a fugitive, they have a mutant in the cabinet, a president who understands them – why are they still hiding? Xavier answers that they're not hiding, but they still have enemies out there, and he must protect his students. Storm agrees, but she also thinks they can't be students forever. Xavier laughs and says he hasn't thought of her as his student in years. In fact, he thought she might take his place someday. Hearing that, Ororo stops walking. She thought Scott will be the one to take Charles's place. Xavier explains that Scott is a changed man – he took Jean's death so hard… He tells Storm that things are indeed better out there – but she of all people should know how fast the weather can change. She realizes there's something he's not telling them, but he just sighs and wheels on.

They walk into another room to find Hank McCoy examining a painting on the wall. Ororo is thrilled to see her old friend and they hug and compliment each other on what they did with their hairs. Hank thanks Xavier for seeing him on such short notice, and the professor tells him he's always welcomed there – he's a part of this place. McCoy says he has news, and Xavier asks if it's Erik. Beast says no, although they have been making some progress on that front – Mystique was recently apprehended. Just then, Logan walks in and asks, "who's the fur ball?" Hank introduces himself as Secretary of Mutant Affairs, and Logan sarcastically compliments him on his suit. Xavier introduces Logan to Hank, but Beast has already heard of Wolverine.

Storm interrupts and says Magneto will definitely come to get Mystique, but Beast says Magneto's not the problem – at least not the most pressing one. He tells the X-Men that a major pharmaceutical company has developed a mutant antibody – a way to suppress the mutant X-gene, permanently. They're calling it a "cure." For a moment, everybody is quiet, taking in the news, until Storm breaks the silence, saying that's ridiculous – they can't "cure" being a mutant – since when have they become a disease? Xavier stops her, sensing that they're announcing it now.

In Worthington Labs in Alcatraz, Warren Worthington Jr. is giving a speech at a press conference. He says that these so-called mutants are people, just like the rest of them. Their mutation, he says, is nothing more than a disease, a corruption of healthy cellular activity. He stands there to tell the world that there's hope – Alcatraz, which used to be the world's greatest prison, will now be the source of freedom for all mutants who choose it.

In the White House, the president and Bolivar Trask are watching the press conference on television. They listen as Worthington presents his answer to mutation. Finally, he says, they have a cure.

In Xavier's School, the students are also watching the news. Rogue especially shows interest in it.

In the other room, Storm asks who would want this cure? What kind of coward will take it just to fit in? Beast asks if it's cowardice to save oneself from persecution, reminding her that not all of them can fit in so easily. Wolverine suggests that the government helped cook this up, but Beast assures him that the government had nothing to do with it. Logan argues that he heard that before, and Hank angrily tells him he's been fighting for mutant rights since before Logan had claws.

Rogue walks in abruptly and interrupts their argument, asking if it's true that they can cure them. Xavier admits it appears to be true, but Storm refuses to accept it, saying they can't cure them because there's nothing to cure. There's nothing wrong with Rogue, or with any of them for that matter.

Meanwhile, a large group of mutants gather at a church somewhere to talk about the cure. One tall mutant stands and speaks to everyone, saying that they should respond by getting organized and bringing their complaints to the right people. He thinks they should put together a committee and talk to the government, because the government doesn't understand what it's like to be a mutant. They should educate them, he says; let them know they're there to stay.

In the crowd, one obese mutant called Phat walks through the others. He finds a seat way too small for him, but it's no problem as he uses his powers to reduce his mass and become thin. Another mutant from the crowd yells to the "organizer" that the government wants to exterminate them, but he claims that the cure is voluntary – nobody's talking about extermination. Another voice from behind joins the conversation, saying nobody ever talks about it – they just do it. All they mutants turn to see that it's Magneto, walking to the front with Pyro walking behind him.

Magneto tells them that while they're talking about getting organized and setting committees, the extermination has already begun. The government will draw first blood, he claims; they will force the cure upon them. The only question is – will the mutants join Magneto's Brotherhood and fight, or wait for the inevitable genocide? Who will they stand with?

Having finished what he had to say, Magneto starts walking outside, with Pyro following him. A gang of mutants walk to him and one of them, an Asian boy called Quill, says Magneto talks pretty tough. Pyro immediately creates a fireball in his hand, telling Quill to back off. The gang's leader, a woman called Callisto, asks Magneto where's his mark, if he's so proud of being a mutant. Magneto tells her he had a mark once, showing her the number the Nazis burned on his arm in World War II, and assures her that no needle will ever touch his skin again.

Pyro asks them if they know who they're talking to, and Quill responds by popping long porcupine-like spikes from his face, ready to fight. Magneto asks Callisto what can she do, and Callisto demonstrates her super-speed by running around the church a little within milliseconds. She says she also has another talent: she knows he controls metal, and she also knows there are 87 mutants in there and none of them are above Class 3, except for Magneto and Pyro. Magneto realizes she can sense other mutants and their powers, and asks her if she can locate one for him.

A short while later, on a road somewhere, a convoy is escorting a large truck somewhere. Inside the truck, a man who looks just like the president is chained to the wall behind bars, demanding they release him. The guard tells him to shut up, and the "president" morphs into a crying little girl, asking why they're doing this to her and begging to be let out. The guard threatens to spray her in the face if she keeps it up, and the girl promises that when she gets out of there, she'll kill him herself. He just laughs, and she morphs back to her true form as Mystique.

In Worthington Labs in Alcatraz, a helicopter lands in the yard. Out of it steps Hank McCoy. He is greeted by Dr. Kavita Rao. McCoy comments that it's not an easy place to get to, and Dr. Rao explains it's the safest location they could find – that's why they keep the source of the cure there. Hank asks her if they understand the government's concerns about the fact that this "source" is a mutant, but she assures him they're working according to his department's policy. He asks how long they intend to keep the boy there, and she answers it'll be until they can fully map the boy's DNA – they can replicate it, but they can't generate it. Hank asks about the range of the boy's powers, and Dr. Rao invites him to see for himself.

They enter the room of the boy named Jimmy, AKA Leech. Hank greets Jimmy and steps closer to him. He introduces himself and reaches out his hand to shake Leech's but, to his amazed eyes, once his hand get close to the boy, it loses its furry animal appearance and looks completely human. Leech apologizes, but Beast says that it's okay, staring at his human-looking hand. Beast tells Jimmy he has an amazing gift and thanks him. As he turns back to Dr. Rao, his hand regains its animal appearance. Dr. Rao says Leech is extraordinary, and McCoy agrees.

On a road in Canada, Cyclops is riding his motorcycle to Alkali Lake, the place where Jean Grey recently died saving everyone else's lives. He stops his motorbike and gets off it, again hearing Jean's voice whispering his name in his head. Tortured by his grief, he walks to the edge of a small cliff over the water. Jean's voice gets louder and louder, and Scott, thinking his mind is playing tricks on him, yells at the voice to stop. The voice doesn't stop, but keeps getting louder, like screams in his head, accompanied by visions of Jean's death. Scott breaks and screams at the voices to stop with all his might, and then shoots a powerful optic blast at the water. Calming down a bit, he stops the blast, drops to his knees and puts his ruby glasses back on. Looking up at the water, he is shocked to see that the waves created by his blast go on to get a life of their on, creating a small whirlpool.

The whirlpool gets bigger and bigger and louder and louder, and the amazed Scott stands up, staring at it in disbelief. Suddenly, a huge splash of water comes out of the whirlpool, dropping Scott on his back on the hard rocks. He slowly sits back up, putting his hand in front of his face to protect his eyes from some strange blinding light in front of him. Out of the light, a figure emerges. Scott gets up, confused, as before his astonished eyes stands his lover, the supposed-to-be-deceased Jean Grey! She says his name, and he asks her in shock how this is possible. She says she doesn't know, and he rushes to hold her and hug her. He strokes her hair, and she says she wants to see his eyes.

She reaches her hand to take his glasses off, but he stops her, asking what she's doing. She asks him to trust her, saying she can control it now. She takes off his glasses, but he closes his eyes, still too frightened of hurting her. She tells him to open them, and he slowly and carefully opens his eyes. At first, his eyes glow red, but no optic blasts are shot. Then, slowly, the red glow fades and his eyes appear in their natural color. Overwhelmed by all this, Scott grabs her and kisses her. They share a long dramatic kiss, but then she opens her eyes and something strange happens to him.

In Xavier's School, the professor senses Cyclops' distress. Telepathically, Scott's name is heard all over the school. Clearly, something is horribly wrong. Wolverine and Storm run through the halls hysterically to Xavier's office, not knowing what the hell happened. They burst open his door and ask if he's okay, and he tells them to get to Alkali Lake.

Back in Alkali Lake a short while later, the Blackbird descends into the heavy fog and lands. Wolverine and Storm step out carefully and start walking around, though none of them really wants to be there. Logan says he can't see a damn thing, but Ororo says she can take care of that. Her eyes begin to glow white, and the thick fog fades away. In front of their amazed eyes, the two X-Men see small rocks, leaves and drops of water floating around in the air. They split up to explore, and then Logan finds another thing: a pair of glasses floating with all the other things. He grabs them and realizes that it's Scott's ruby glasses, but before he can do anything else, Ororo's scream catches his attention and he rushes to her. He finds Storm sitting on the ground, near Jean Grey's still alive body!

Later in the school's infirmary, Logan and Professor X are at Jean's side. Xavier tells Logan that the sheer mass of the water that collapsed on top of Jean should have obliterated her completely. The only explanation of her survival is that her powers wrapped her up in a cocoon of telekinetic energy. Logan asks if she'll be okay, and Xavier says that Jean Grey is the only Class 5 mutant he ever encountered – her potential in practically limitless. Her mutation is seeded in the unconscious part of her mind, posing a danger. When she was a girl, Xavier built several psychic barriers in her mind to isolate her powers from her conscious mind, and as a result, Jean developed a dual personality: the conscious Jean whose powers were always in her control, and the dormant side, a personality that came to call itself "The Phoenix," a purely instinctual creature.

Taking this in, Wolverine asks Xavier if Jean knew all this. Xavier answers that it's unclear how much she knew, but far more critical is whether the woman in front of them is the Jean Grey they know or the Phoenix, furiously struggling to be free. Logan says she looks pretty peaceful to him, but Xavier says that's because he's keeping her that way, trying to restore the psychic blocks to cage the beast again.

Thinking this is too much, Logan angrily asks the professor what he's done to Jean – they're talking about a person's mind here! Xavier asks Wolverine to understand that Jean has to be controlled, but Logan tells him that sometimes when you cage the beast, the beast gets angry. The professor tells Logan he has no idea what Jean is capable of, but Logan corrects him that he had no idea what the professor was capable of. Xavier explains that he had a terrible choice to make, and he chose the lesser of two evils. Logan answers that it sounds to him like Jean had no choice at all. Charles gives up and says he doesn't have to explain himself – least of all to Wolverine – and continues to work on Jean's mind. Angry, Logan walks out.

Outside a tall Worthington Labs building in San Francisco, a reporter is covering a protest of mutants against the cure. She says that history will be made there today – for the first time the so-called mutant cure will be available to the public. Reactions varied with mutants on both sides of the line – some are desperate for this cure, while others are offended by the very idea of it.

Inside, in his office on the top floor, Warren Worthington Jr. asks Dr. Kavita Rao if she thinks Secretary McCoy is going to be a problem. Dr. Rao says it's hard to say – it seems his political views are always at odds with his personal issues. Worthington's secretary walks in to tell him that his son arrived. Worthington tells her to send him in. Dr. Rao asks if he's sure he wants to start with his son, and he answers he thinks it's important.

The son, Warren Worthington III, enters the room. Dr. Rao greets him and his father tells him he's proud of him for doing this and assures him that everything's going to be fine. Warren takes off his jacket, revealing a set of straps keeping his mutation hidden. Dr. Rao puts on medical rubber gloves as two other doctors secure Warren to a vertical metal table with some more straps. Dr. Rao prepares the syringe with the cure and approaches Warren, and at that point he begins to doubt his decision and asks his father to talk about this. His father tells him they already talked about this and promises it will all be over soon. Still, when Dr. Rao prepares to inject Warren with the cure, he panics and stops her in the last second, saying he can't do it.

Mr. Worthington tries to calm his son down, but Warren freaks out and starts struggling with his straps, yelling he can't do it. Eventually, Warren manages to burst his straps, revealing his two enormous, white-feathered wings. Mr. Worthington looks at his son and pleadingly tells him it's a better life; it's what they all want. "No," Warren answers, "it's what you want." He then runs to the window and jumps through it, falling down in front of the reporters, protesters and bystanders. Before hitting the ground, Warren spreads his wings and flies up freely to the sky. He soars above Coit Tower towards the bay. From his room is Alcatraz, the young Jimmy looks in admiration at what appears to be an Angel flying above the Golden Gate Bridge.

Elsewhere on a road, the convoy escorting the truck where Mystique is continues on its way, until suddenly the driver of the first car see a man standing on the road in front of him – it is Magneto, wearing his helmet. The Master of Magnetism lifts his hand, and the car flies to the side of the road. The next car is then blown to the other side. With another wave of his hand, the two last cars driving behind the truck also roll to the side. Magneto then breaks the back of the truck from the driver, and sends the driver's part flying in the air, crushing behind him. The back of the truck keeps sliding towards Magneto, but Magneto makes it come to a full stop instantly in the last second.

Inside, the guard who threatened Mystique earlier falls down and flies at the bars that hold Mystique. He starts to get up, but Mystique reaches her legs between the bars and bangs his head against them, twisting his neck and apparently killing him. With amazing flexibility, she then grabs his keys with her toes and frees her arms. Outside, Magneto bursts open the back door, with Pyro and Callisto behind him.

By the time Magneto and Pyro walk inside, Mystique has already managed to free herself completely from her cell. She tells her leader that it's about time they freed her, and he says he's been busy and asks if she found what she was looking for. She reveals to him that the source of the cure is a mutant – a child at Worthington Labs in Alcatraz – without him they have nothing. Magneto uses his powers to make a list from the floor fly to Pyro's hands, and orders his young follower to read off the guest list.

Pyro reads from the list: "Cell 41205: James Madrox". Mystique explains that Jamie robbed 7 banks. Magneto bursts Madrox's cell open, and is surprised to see not one, but 6 identical Jamies walk out of it. Mystique completes her sentence, saying he robbed all 7 banks at the same time. Magneto tells Multiple Man he can use a man of his talents, and Jamie says he's in, absorbing all duplicates back into himself. Magneto welcomes him to the Brotherhood as they continue on to the next cell.

Mystique tells them to be careful with this one, as Pyro reads on: "Cain Marko, solitary confinement. Prisoner must be confined at all times. If he builds any momentum, no object can stop him." Magneto says it's fascinating and tears the cell's door open, finding Cain confined in every part of his body. He asks Cain how they call him, and Cain responds "Juggernaut". Juggernaut demands to be let out, and Magneto opens all of Cain's confinements. Juggernaut jumps out of his cell.

The guard, apparently not dead after all, wakes up just in time to hear Juggernaut telling Pyro about his helmet. As Magneto says Juggernaut will make a fine addition to his army, the guard loads his gun and aims it at Erik's back. Mystique realizes what's going on in the last second and yells "No!" standing between Magneto and the guard, taking the bullet herself. Except it's not a bullet at all – it's a dart, containing the mutant cure, and it hits Mystique in the chest. She takes out the dart and falls to the floor.

The guard gets up, but Pyro throws a huge flamethrower at him, this time killing him for good. Magneto and Pyro then turn their attention back to Mystique, who is quivering and shaking on the floor. Slowly, her back and shoulder gain normal human-skin appearance. Then, her face turns human. Last, her fingers lose their blue color and turn human. Mystique is no more – she is now just a human Raven Darkholme. Magneto sighs in great disappointment, as he sees his most loyal and skillful follower twitching on the floor, naked and human, covering her breast with one hand and staring in disbelief at the other hand. "You saved me," he says as she looks up at him, and then he turns away from her and starts leaving. She whispers his name, and he pauses and apologizes – but she's not one of them anymore. As the mutants leave the truck, leaving the betrayed Raven behind, Magneto tells Pyro that it's such a shame – she was so beautiful.

A short while later in the White House, the president asks Hank McCoy if he thinks resigning is going to make a difference, telling him that's no way to influence policy. Beast tells the president that policy is being made without him – the decision to turn the cure into a weapon was made without him. What happened on that convoy was inexcusable, Hank says. The president asks Hank to understand that was an isolated incident – those mutants were a real threat.

McCoy asks the president if he's even begun to think what a slippery slope he's on, and the president sadly admits he has, but he worries about how democracy survives when one man can move cities with his mind. Beast admits he worries about it too. The president says they both know it's only going to get worse, and Beast says that's all the more reason why he needs to be where he belongs. Beast then leaves the president's office, having resigned from the cabinet.

In the school's infirmary, Logan is standing at Jean's side. Some sort of mental helmet is attached to her head, reading her brain waves. He touches her shoulder softly, and suddenly she moves her hand sharply and grabs his hand. She removes the helmet telekinetically and opens her eyes slowly. He calls her name and welcomes her back, and she reminds him it's where they first met – only he was in her place and she was in his. Logan asks if she's okay, and she says she's more than okay, slowly removing all medical instruments from herself.

Jean smiles and tells Logan he's making her blush, and he asks if she's reading his thoughts. She sits up on the table and leans closer to him, telling him that it's okay. They then start kissing passionately and lie on the table. She wraps her legs around him as they continue to kiss, and scratches his arm painfully, knowing the wound will heal instantly. He kisses her neck, but then he stops and says, "wait." She doesn’t want to wait, though, and uses her telekinesis to open his belt. He jumps off the table, telling her this isn't her, but she sits up and says it is, trying to kiss him again. He backs away from her and suggests she takes it easy, saying the professor said she might be a little… different.

Hearing Xavier's name, Jean turns cold and sarcastically says the professor would know, suggesting he's in their heads all the time. She tells Logan that Xavier tamed him, but Logan, realizing that the professor was right and that the woman in front of him is not the Jean he knows, asks her where's Scott.

For a moment, Jean snaps back to her usual self, asking Logan where she is. Logan tells her she's in the mansion and says he needs to know what happened to Scott. Confused, Jean remains silent and just looks around the room. Logan holds out Scott's glasses and repeats the question. Seeing the glasses, Jean starts to remember how she came out of the water earlier and saw Scott. She closes her eyes, and suddenly, she room begins to shake and the glasses break to pieces in Logan's hand.

Jean's face remains a confused, dazed stare in the air, as the entire room shakes violently. Logan grabs Jean and tells her to stay with him and talk to him. He yells at her to look at him and focus, but she closes her eyes, her mind tortured by the personality struggle in her head. She then cries and begs Logan to kill her before she kills someone else, but he doesn’t want to hear it. He tells her they can help her – the professor can fix it; he can help. This suggestion snaps Jean again, and she says she doesn't want to fix it, tossing Logan at the wall forcefully. Wolverine unconscious, the Phoenix gets up from the table, tears the massive, steel door open telekinetically and walks out.

In Magneto's base, Magneto is examining the gun that turned Mystique human. He tells his followers that indeed the humans "drew first blood," like he predicted. Pyro asks what do they do next, and Magneto answers that they use this weapon as a lightning rod to draw countless more to their cause. He starts leaving to build his army, but then Callisto approaches him, telling him she picked something up – an electromagnetic force. It's massive, she tells him. It's a Class 5 mutant, more powerful than anything she ever felt, more powerful than Magneto himself. Knowing there's only one mutant who could match that description, Erik asks Callisto where she is.

Back in the infirmary, Storm and Professor X rush in to find Wolverine still unconscious on the floor. Ororo wakes Logan and asks him what happened, and he asks where Jean is. Worried that his greatest fear has come true, Xavier asks Logan what he has done. Logan tells them that he thinks Jean killed Scott, but Storm says that's not possible. Furious, Xavier tells Logan he warned him and tries to scan for Jean telepathically. He finds that she left the mansion, but she's trying to block his thoughts. She's so strong, he tells them. It may be too late.

Not long later, outside Grey residence, a car stops. Out of it step the three X-Men, and Xavier tells Logan and Ororo to wait for him outside – he needs to see Jean alone. Magneto shows up in front of them and tells Charles he was right – this one is special. Wolverine asks Erik what he's doing there, and Magneto answers "same as the professor – visiting an old friend." Xavier tells Erik that he doesn't want trouble there, and Erik answers that neither does him. Magneto offers they go inside, and the two continue towards the house.

Xavier asks Erik not to interfere – he came to bring Jean home. Magneto jokes that it's just like old time, and Xavier says she needs help. She's not well. Erik says Xavier sounds just like her parents all these years ago. On the front lawn stand several of Magneto's followers. On their way inside, Magneto tells Juggernaut not to let anyone else inside. He then opens the door, and the two walk in.

They slowly wander through the house between furniture floating in the air, until they get to the living room to find Jean standing in front of them. Jean tells her mentor she knew he'd come, and he says he came to bring her home. She coldly tells him she has no home, but he says she does – she has a home and a family. Magneto walks closer and tells Jean that Xavier thinks her power is too great for her to control. Charles asks Erik not to intrude, but Erik tells Xavier his mind games won't work. Jean asks Xavier if he wants to control her. He says no, but Magneto interrupts again and says he does. Xavier argues he wants to help her, but Jean asks what's wrong with her. Magneto says absolutely nothing is wrong with her, and Xavier yells at him to stop. Magneto angrily says he won't stop, not this time – Xavier always held her back. Xavier tells Jean it was for her own good, but she responds by telekinetically smashing a lamp on the wall, telling him to stay out of her head.

Outside, the X-Men and the Brotherhood watch as the white gate shuts itself close. Logan says he's going in, but Ororo stops him, reminding him the professor told them to wait outside.

All doors and windows in the house slam shut, as Jean's mind begins to rage. Xavier tells her to look at him – he can help her – but she just angrily tells him again to get out of her head and moves his wheelchair back a little. Erik tells him that perhaps he should listen to her, but Xavier ignores him and begs Jean to trust him – she's a danger to everyone and herself, but he can help her. Magneto provokes Xavier by saying he sounds like the humans wanting to give her the cure, but Xavier keeps talking to Jean, telling her to look at what happened to Scott – she killed the man she loves because she couldn't control her powers. Hearing this, Jean snaps and releases a huge telekinetic blast, smashing the windows and sending Magneto flying to the kitchen floor.

Hearing the noise from outside, Logan decides that's it and pops his claws, ready to fight his way in through the Brotherhood. Juggernaut responds by putting his helmet on, and the two of them start running straight at each other. Storm uses her wind powers to fly up to the sky, also preparing to battle. Juggernaut easily gains the upper hand, dropping Wolverine to the ground. He them proceeds to grab Logan and toss him into the house through the front window. Logan lands into the dining table, smashing it to pieces.

Storm comes down from the sky at high speed, propelling like a tornado, and Quill pops his spikes, ready for action. Still, Ororo easily takes down both Quill and Arclight, and stops in front of Callisto. She then uses a lightning bolt to throw Callisto into the house, smashing the door in the process. She walks in after her, but Callisto makes a quick recovery and speeds a few feet away, confusing Storm. The young mutant then speeds to Storm to hits her in the face. Meanwhile, Juggernaut keeps hitting and kicking Wolverine and tossing him around through the house, wrecking everything in his way.

In the living room, Phoenix is causing a telekinetic storm, and everything is flying around. Xavier, struggling with her mentally, asks her again to let him in her mind, but she won't listen.

In another room, Callisto gains more advantage over Storm, hitting her repeatedly with her super-speed. From the kitchen, where lots of water is flowing around in the air telekinetically, Magneto watches as Jean and Xavier glare into each other's eyes, still battling.

Juggernaut and Callisto continue to make short work of the X-Men, ruining the house and smashing the walls. For a second, Wolverine manages to slash Juggernaut with his claws and distract him, but it doesn't help much.

In the living room, Professor Xavier is slowly lifted from his wheelchair, floating upright in the air, in front of the amazed eyes of Magneto. In fact, the entire house is lifted from the ground several feet, and Logan is also lifted from the floor, slamming into the ceiling. Xavier's entire body tense up, but his expression doesn't change a bit. Magneto, realizing this is going a step too far, yells from the kitchen for Jean to stop, pleading her not to do this, but she's not listening.

Wolverine starts using his claws to move around, sticking them into the ceiling and pulling himself towards the living room, struggling with Jean's telekinesis keeping him glued to ceiling. He manages to get to the door and open it, arriving just in time to see Charles Xavier's whole body starting to move, as if his very skin is blowing in the wind like waves. Logan and Erik watch helplessly and in disbelief from opposite sides as Jean Grey is using her powers on her former mentor.

Suddenly, between all of the mess and the noise and the objects flying around, there is a moment of silent felt only by Jean and Xavier – as if time is moving in slow motion just for the two of them for a few seconds. Knowing these are probably his last words, Charles Xavier smiles and tells Jean to not let it control her. Then, in a second, the unbelievable happens – in front of Wolverine and Magneto's astonished eyes, Professor Charles Xavier's body blows up and vanishes to thin air!

The huge explosion destroys most of what's left from the living room, and then the telekinetic storm stops at once and the house falls back to the ground, smashing it even further. All is quiet again, but nothing is the same for any of the people present. Erik Lehnsherr, who had just witnessed his oldest friend and nemesis disintegrate, slowly gets up from the kitchen floor and walks through the wreckage that, up until ten minutes previously, used to be Grey residence until he reaches Jean Grey, sitting on the floor. He crouches besides her, putting his hand on her back, and tells her to come with him. They get up and walk outside.

A second later, Logan and Ororo run into what used to be the living room, but find just an empty wheelchair. They look at each other with tears in their eyes and heavy breaths, realizing that their beloved mentor is gone. Logan drops to his knees, helpless, yelling "No!" Ororo breaks down in tears and falls on his back, hugging him. The two powerful X-Men are left alone in the wrecked house in front of an empty wheelchair, sobbing.

The day after in Xavier's mansion, the wheelchair is resting in Xavier's study, orphaned of its owner. Outside on the front yard, Ororo Munroe is eulogizing Charles Xavier in a memorial service in front of all his students: "We live in an age of darkness," she says, "a world full of fear, hate and intolerance. But in every age, there are those who fight against it. Charles Xavier was born into a world divided, a world he tried to heal – a mission he never saw accomplished. It seems the destiny of great men to see their goals unfulfilled."

In the crowd sit Marie D'Ancanto, Bobby Drake, Kitty Pryde, Piotr Rasputin, Hank McCoy and many other students and friends of Xavier's. Logan isn't sitting with them, as he is standing and listening from afar, a loner as always. Rogue looks at him, as Ororo continues her eulogy: "Charles was more than a leader, more than a teacher, he was a friend. When we were afraid he gave us strength, and when we were alone he gave us a family. He may be gone, but his teachings live on through us, his students."

Tears fill Kitty's eyes as she listens. Bobby, sitting next to her, puts his hand on hers to comfort her. Ororo finishes: "Wherever we may go, we must carry on his vision, and that's a vision of a world united." Logan walks away. All other people present stand up, and one walks to his memorial and puts a flower on it.

That night, Kitty Pryde is in her bed, crying. Bobby knocks on her door and enters, asking if she's okay. She says she's fine; it's just… Xavier came to her house; he was the one who convinced her to come there. Bobby tells her it was the same with him and says they're all feeling the same way, but she says he's wrong: he has Rogue, and she… She says she just misses home – the snow, and all that… Seeing her ice skates lying by the wall, Bobby gets an idea. He tells Kitty to get up and come with him, but she reminds him Storm told them to stay in their rooms. He tells her not to worry as they won't get caught – she can walk through walls, after all.

They sneak outside to the big fountain, and Iceman tells Shadowcat this place can be home too. He touches to water with his finger and, within seconds, the entire fountain freezes up like a frozen lake. She sits on the edge to put on her ice skates, and he uses his powers to create ice skates for himself. They smile at each other and go on the "lake," ice-skating. They hold hands and skate around the fountain faster, until they stop in a swirl. They end up holding each other to keep balance, and Kitty thanks Bobby for doing this.

From her bedroom window, Rogue watches as the two continue to skate. Frustrated with her inability to touch her boyfriend, Rogue packs a bag and walks out of her room. On her way out, she is found by Logan, who asks her if she needs a lift. She says no, and he asks her where she's going. Thinking he'll try to stop her, she starts telling him he doesn’t know what it's like to be afraid of your own powers, to be afraid to get close to anybody. He tells her he does, and she goes on to explain she wants to be able to touch people, to feel a hug, a handshake – a kiss.

Logan says he hopes she's not doing it for some boy, and she remains silent, not sure what to say. He tells her if she wants to go, she can go – as long as she's sure it's what she wants. Puzzled, Rogue asks if he's not supposed to tell her to go upstairs and unpack, but he explains that he's not her father – he's her friend. He tells Rogue to think about what he said, and she corrects him that her name is Marie. He walks away, and she continues on her way out.

The next day in a forest somewhere, Magneto has set a huge camp for his now big Brotherhood. Jean is standing above the camp, watching the other mutants walking around. Erik comes up behind her and asks her if she remembers when they first met. What he saw when he looked at her back then, he says, is the next stage in evolution. He and Charles dreamt of finding her. He asked himself why would Charles want to turn this goddess into a mortal?

Jean keeps her blank expression, as Erik holds up the weapon that turned Mystique human. He can manipulate the metal in it, he tells Jean and demonstrates, making it float in front of them, but she – she can do anything; anything she can think of. Jean decides to give him a demonstration of her own and takes control over the gun, disassembling it into the smallest components, revealing the four syringes inside. She makes them float in his direction, startling him. Panicked, the Master of Magnetism backs away from the syringes and tells Jean to stop. When she doesn't comply, he yells "Enough!" truly scared for his powers.

Having had enough, Jean drops the syringes to the ground. She turns to Erik and tells him he sounds just like Charles, but he protests that Xavier wanted to hold her back, while he wants her to be what she is – as nature intended. He tells her that the cure is meant for all of them; if they want freedom, they must fight for it – and that fight begins now.

He then walks away to the others, and Pyro and Callisto join him. Callisto thinks Jean shouldn't be there with them, as her powers are completely unstable, but Magneto says that's true only in the wrong hands. Pyro doesn’t trust her as she's one of the X-Men, but Magneto counters that by reminding John that he used to be one of them too once. Pyro doesn't think it's the same, telling Magneto he stuck with him all the way and would've killed the professor himself if he had the chance. Erik is angered to hear this, though, and tells Pyro that Charles Xavier did more for mutants than he'll ever know. Erik's single greatest regret is that Xavier had to die for Erik's dream to live.

Back in the school, Wolverine, Storm, Beast, Iceman and Shadowcat gather to decide about the school's future. Hank thinks Professor Xavier started this school and perhaps it's best that it ends with him. He tells Bobby they'll have to tell all the students they'll have to go home, but Bobby says most of them have no home to go to. He thinks they should fight for this school. Before anyone can respond, a young man walks in. It's Warren Worthington III, the mutant Angel. He apologizes for coming at a bad time, but he was told this is a safe place for mutants. Beast sadly tells him it was, but Ororo corrects him that it's still is. She tells Warren they'll find him a room and tells Hank to tell all the students the school stays open, much to Iceman's delight.

Bobby then walks upstairs and knocks on his girlfriend's door, but she doesn't answer. He opens the door, but finds the room empty. Colossus walks by carrying something, and Bobby asks him if he's seen Rogue. Peter tells him he has – she took off. Confused, Iceman walks away.

Outside, Logan walks to Xavier's memorial. Suddenly, he hears Jean's voice whispering his name in his head repeatedly. He jumps and turns around to see where it's coming from, and it just keeps getting louder and louder. He calls her name, and visions of the forest pop into his mind along with her voice. Logan then falls to his knees, holding his stomach in pain as Jean's voice continues to echo in his mind. Then, it stops, and he looks up at Xavier's face sculptured in the memorial.

Immediately, he leaves to prepare to take off. Storm finds him and asks where he's off too, telling him Jean's gone – she's not coming back. Logan says Storm doesn't know that, but Ororo reminds him that Jean is the one who killed the professor. Wolverine defends that it wasn't Jean – the Jean he knows is still in there. Storm asks him why he can't see the truth and let Jean go, and when he doesn't answer she says it's because he loves her. She tells him Jean made her choice, and now it's time they make theirs. If he's with them, she says – then he should be with them. Having finished what she had to say, Storm then leaves the room. Wolverine chooses not to listen, though, and leaves the mansion on his motorcycle.

Meanwhile, many mutants are protesting in front of a Worthington Labs building, saying that they don't need a cure. Iceman is walking between them, searching for his girlfriend Rogue in the mutants lining up to get the cure. He is approached by his old friend and now enemy, John Allerdyce, who asks him if he's there to get the cure so he could go back to his mommy and daddy. Bobby tells Pyro he's looking for someone, and Allerdyce understands that Bobby is looking for his girlfriend, as it figures she'll want the cure. He provokes Iceman, telling him Rogue is pathetic, and Bobby gets angry, icing up his fist. John responds by creating a small fireball in his hand, daring Iceman to make a move.

Iceman doesn't want to start anything there, though, and just walks away. "Same old Bobby," Pyro yells after him, "still afraid of a fight." Unlike Iceman, Pyro came there for the very purpose of starting something, and throws a huge flamethrower at the building, creating a huge explosion and a raging fire. Everyone present starts running around in panic to escape the scene. Iceman turns around to try and find Pyro, but he's long gone.

Shortly later, Magneto has already spread a tape to the media, in which he threatens that Pyro's attack was only their first, as long as the cure exists. Cities will not be safe, streets will not be safe, humans will not be safe. And to his fellow mutants Magneto makes an offer: join him, or stay out of his way – enough mutant blood has been spilled already.

In the school, the X-Men and the students are watching the tape. In the White House, the president and Trask are watching it too. Trask assures the president that they're working hard to track Magneto. The president, growing nervous, tells Trask they cannot let him do this – this is now a National Security matter. He orders Trask to secure Worthington Labs – he wants troops with the cure weapons deployed immediately, and he wants Magneto found and stopped by any means necessary: if Magneto wants a war, they'll give him one.

Within hours, the president's orders are filled – plastic weapons with the cure are produces in large numbers, and soldiers armed with them land in Alcatraz to secure Worthington Labs. In San Francisco, Rogue gets off a bus and lines up with other mutants for the cure, while other mutants protest against the cure next to them. Soldiers are also securing this protest.

Wolverine arrives to the forest where the Brotherhood is camped, with the help of his hyper senses. He sniffs around to find the exact location. When he locks on a specific direction, he pops his claws and starts running, but is stopped a few feet later by two large spikes shot at his shoulders. He falls back, wounded, but quickly gets back up to his feet to see his attacker – it is a Brotherhood member called Spike, who seems ready to attack again. Logan starts running away, dodging the many spikes shot at him at dazzling speed. Not far away, another Brotherhood member with increased hearing hears the spikes shooting and realizes something's up. Along with a few more mutants, he heads to help Spike.

Spike keeps running after Logan and shooting him, not letting go of his opponent. Logan hides behind a tree to rest for a second and uses his claws to get the spike out of his shoulder. He waits for Spike to make another move, and then jumps out of his hiding, sending one of Spike's spikes flying back at him with the help of his claws. Spike is hit and falls down, but Logan knows it's not the end of it, sensing more mutants coming.

He hurries to climb the tree and wait, and then jumps down and surprises the Brotherhood mutants. Before they realize what's going on, he takes them down one by one in berserker rage, slashing them with his claws. Spike gets up and throws another spike at Wolverine, but Logan blocks it with his claws and starts running towards Spike, blocking more and more spikes on his way. As they get closer to each other they jump at one another, both hit. Wolverine gets up with two spikes stuck in his stomach. Still, he's victorious, as Spike is in a much worse shape, hit by his claws. Logan retreats his claws and takes out the spikes, and then continues to the Brotherhood's camp.

In the camp, Magneto is giving a speech to the others. Logan arrives in the middle of it and steals a cloak from one of the tents to cover himself. Magneto tells his followers that the humans wish to cure them, but he says to them: the mutants are the cure. Everyone cheers and Magneto goes on, saying they are the cure for that imperfect condition called Homosapiens. Humans have their weapons, and mutants have theirs, he says as he looks at Phoenix. They'll strike with a vengeance and a fury this world has never witnessed and, if any mutants will stand in their way, they will use the cure against them. Logan stands in the crowd and listens as Magneto details his plan: they will go to Alcatraz Island, take control of the cure and destroy its source, and then nothing can stop them!

Phoenix, standing behind Magneto, spots Wolverine in the crowd and he notices she saw him. She walks aside and he does the same, getting away from the camp. He sees her walking away and calls her name. She looks at him, but doesn't have time to say a word, as Magneto arrives and tosses Logan into a large tree, hurting him. Magneto tells Logan that he knows the smell of adamantium a mile away.

Logan says he didn't come to fight Magneto – he came for Jean. Erik asks if Wolverine thinks he's keeping Jean against her will, and when Logan doesn't answer he tells him she's there because she wants to be. He holds Wolverine in the air with his powers, and Logan tells him he doesn't know what he's dealing with. Magneto answers that he knows full well – he saw what she did to Charles. Wolverine says he's not leaving without Jean, but Magneto thinks otherwise – and uses his powers to send Logan flying far away. Wolverine eventually stops when he hits a tall tree, and falls to the ground, beaten and injured.

That night at the White House, the president and Trask are set to watch the capturing of Magneto on their screen through satellite feed of Magneto's base of operations in the forest. The picture on the screen shows a view of the camp, with many white dots marking every life form – meaning, every mutant in the camp. Puzzled, the president asks Trask how they found the base, and Trask explains that Raven Darkholme gave them everything they wanted and more. "Hell hath no fury like a woman scorned," the president remarks.

Troops equipped with cure-guns are surrounding the base, ready to jump when given the signal from Trask. On the screen in the White House, more white dots are seen around the camp to mark the soldiers. When all teams are ready to go, the president tells Trask to send them in. They're in for a big surprise, though: when they charge on the camp, the president watches in disbelief as all white dots marking the mutants disappear from the screen rapidly. As it turns out, Magneto was expecting the attack: the soldiers find nothing more than vanishing duplicates of the same mutant. Within a few seconds, all they have left to capture is one Jamie Madrox. Magneto has set them up! The soldiers report to Trask that it was a decoy. "If he's not there," the president asks angrily, "then where the hell is he?"

The next morning in San Francisco, Magneto leads his Brotherhood to the bay, looking at Worthington Labs on Alcatraz – there is where it began, and there is where they will end it. He asks Callisto if she's sure the boy is still inside, and she answers she is. Juggernaut asks him how they're supposed to get to Alcatraz, and Magneto tells Cain to leave that to him.

Meanwhile back in the school, Wolverine runs in after his encounter with Magneto and calls for Storm hysterically. He finds her, and she asks him what he's doing back there. He tells her he needs help – he found Jean with Magneto, and they're on the move – and he knows where they're going. Beast joins them, asking Logan if he really saw Magneto. Logan tells them he has, and they must go now, before the Brotherhood attacks Alcatraz. Hank reminds him that the government's got troops stationed out there, but Wolverine doesn't think it's enough to stop Magneto. As they walk hurriedly to get set, Angel overhears them, realizing his father's in danger.

A few minutes later, Beast and Wolverine are already in uniforms in the mansion's tunnels. Logan tells Hank that if Magneto gets hold of the cure he'll be unstoppable. Hank asks how many Magneto has, and Logan says he has an army. They meet up with Storm, Iceman, Shadowcat and Colossus, and Bobby reminds Logan that there're only six of them. Wolverine pauses and tells the young students that he won't lie to them – they're outnumbered, they lost Scott, they lost the professor – but if they don't fight now, everything these men stood for will die with them, and he's not gonna let that happen.

Iceman nods in agreement, and Logan says they stand together, X-Men, all of them. Bobby looks at Kitty and Piotr, and they both sign they're ready. He then turns back to Logan, and tells him they're in. Ready for the battle of their lives, the X-Men walk towards the Blackbird. On the way, Wolverine tells Storm the kids are ready. She agrees, but asks him if he's ready to do what he has to do when the time comes. Not knowing what to answer, they just board the Blackbird and take off, heading to San Francisco. In the back, the three kids sit in silent, scared – but ready.

It looks like another normal afternoon on the Golden Gate Bridge, with hundreds of cars driving through it on their ways home. Suddenly, all the cars lose control for a second, and then stop in the middle of the road in a huge giant mess, blocking it. The confused civilians leave their cars and look around to see what's going on, and then it seems the ground starts moving. At first thinking it to be an earthquake, the panicked men and women run for their lives, but some are trapped in their cars. The much more frightening truth is revealed, though, when all the stopped cars move to sides of the bridge, making room for Magneto and his Brotherhood to march through.

Powerful and ready for action, the Master of Magnetism clears the path for his huge army of mutants to march united on Golden Gate Bridge. Behind him walk Pyro, Phoenix, Callisto, Juggernaut and dozens if not hundreds of more mutants. He then stops and lets his followers pass him. They all stand before him and turn around. He turns too and walks to the front again, raising his hands to use his powers. A family trapped in their car looks on in fear and amazement, as Magneto destroys some of the bridge's columns and cuts off some of its cables, effectively cutting the huge bridge to halves. He then moves the entire part of the bridge on which he's standing in the air, disconnecting the other columns on the way.

In Alcatraz, soldiers run to the roof and stare in shock at the sight in front of them: the Golden Gate Bridge is floating in the air straight towards them! From his room below, Jimmy is also watching the incredible sight. When the edge of the bridge reaches Alcatraz, Magneto, now hovering in the air above it, drops it on the edge of the island, making some of the soldiers to run away or get squashed. In the White House, the president watches in astonishment at a satellite feed of the bay: the Golden Gate Bridge is connecting the land to Alcatraz Island!

Magneto lands and turns to his army. Before him is the family that didn't make it out of their car. He locks the car with his powers to keep them from intruding, and then turns back to the island and walks to it, his Brotherhood following.

The sun has set in the meantime, and Worthington Labs are packed with soldiers on every corner. Warren Worthington Jr. watches in fright from his window, as the hostile mutants set foot on the island.

The Brotherhood reaches a hill overlooking the labs' yard. Callisto tells Magneto that the boy is on the southeastern corner of the building. After Magneto gives his mark, Pyro yells and signals to their army to charge, and they run towards the building, launching their assault. Juggernaut prepares to charge to, but Erik stops him, telling him that, in chess, the pawns go first.

The soldiers pull out their guns and start firing. Magneto thinks he can dispose of the guns easily as always, but finds out they're using plastic weapons, especially designed for him. Many mutants are hit by the darts and fall down, now powerless. It then gets even worse for the Brotherhood, when some soldiers use special artillery that fires "bombs" of cure-darts to the air, which then explode like fireworks in the middle of the attacking mutants. Callisto, Pyro, Juggernaut and Quill, still on the hill with their leader, look in dismay at their poor beginning, but Magneto explains to them that that's why the pawns go first.

The soldiers seem ready for anything, though, as they even have long-distance weapons capable of firing the darts all the way to the Master of Magnetism himself up on the hill. Still, Magneto won't fall down that easily, as he uses his powers to quickly lift large pieces of the bridge and protect him and the mutants standing around him. He tells Arclight, who's standing behind him, to use her shockwaves to destroy those weapons. Arclight walks to the front of the group and lifts her hands, and just as Magneto drops the pieces of the bridge, she causes powerful shockwaves that tare the plastic weapons apart and hurt the soldiers.

The Blackbird too is approaching the battle scene at high speed, and the X-Men are amazed to see the bridge and what's happening – it's worse than they ever dreamed of. In the White House, the president offers jets and tanks, but Trask reminds him that it's Magneto they're talking about – he'll turn them inside out. Seeing on the satellite screens that there are still hundreds behind Magneto that still haven't ever had the chance to get to the battle, the president asks where the other troops are. When Trask answers they're 30 minutes away, the president just prays that God helps them.

The weapons now neutralized, more mutants charge for a second attempt. One of them stops in front of the soldiers and uses some sort of fire breath to kill some of them. Up in the building, Mr. Worthington looks out the window and tells Dr. Rao that they're coming for him.

Callisto senses something's coming. It's the X-Men's Blackbird landing on the roof. Lightning falls on the battle scene as Storm descends from the sky. Next, Beast jumps from the roof and lands like a true animal. Iceman and Shadowcat jump together, phasing into the ground to avoid getting squashed, and then phasing right back up. Colossus jumps down too, his metal form protecting him. Lastly, Wolverine jumps down the wall, using his claws to scratch the wall and slow down his fall. Storm lands too, and Wolverine yells to the humans to go back and lock the doors. He then orders the X-Men to stand together and hold a line. Instantly, the six mutants line up in front of the Brotherhood to form a strict line of defense, ready for the battle of their lives.

On the hill, Magneto looks at the X-Men, whispering to himself that they're traitors to their own cause. Enraged, he then orders his Brotherhood to finish them. Magneto's army immediately charges forward at the X-Men. Wolverine slashes a light pole with his claws and it drops on the charging Brotherhood, killing some of them. The battle begins, with Wolverine and Beast succeeding to take down Brotherhood members rather quickly with their furious animal attacks. Up on the hill, Magneto looks at Arclight and Quill, signaling to them that it's time they do their part.

Storm flies to the air close to the building, and Callisto sees this as an opportunity to continue their battle from earlier. Smiling, she speeds to the roof of the building and jumps at Storm, taking her back down to the ground.

Iceman creates a huge ice-wall in front of him, causing several charging Brotherhood members to run straight at the wall and fall down. Pyro wants to go down and help destroy Iceman, but Magneto stops him, telling him it's not his time to join the fight just yet.

Callisto is doing well with repeating fast hit-and-run attacks on Storm, hitting her again and again before she can recover. Still, Storm eventually manages to lay a blow on Callisto, taking her down. A Brotherhood member charges at Shadowcat, but she just lets him phase through her, and he ends up running at the column behind her.

Up on the hill, Magneto tells Juggernaut to go inside and find the boy – and kill him. Juggernaut says he'll do it with pleasure, and runs towards the building, letting nothing stand in his way. Wolverine sees him run straight through the wall, and Beast realizes he's going for the boy. "Not if I get there first", Shadowcat replies and runs at the same direction, phasing through anything in her way.

A mutant with the ability to grow back his organs attacks Wolverine. Logan tries to slash him like he did with all other mutants, but it's no use, as the mutant quickly grows back his slashed arms every time and hits Wolverine when he's not ready. Having had enough, Logan kicks the mutant is the groin and he finally falls down. "Grow those back," Logan smirks as he moves on to his next opponent.

Inside the building, Shadowcat runs after Juggernaut through the halls. She jumps at him from behind and phases him halfway into the floor, getting him stuck. She then phases herself back up, smiling, and runs away, continuing on her way to get to Leech. "Don't you know who I am?" Cain asks her as she phases through the next wall. "I'm the Juggernaut, bitch!" He then easily breaks the floor with his arms and jumps up, running after her, breaking the walls along the way. He chases her like that through many rooms until she manages to outsmart him: in one of the rooms, instead of phasing on she just hides. Juggernaut continues on, not realizing where Kitty disappeared to, and she just runs at another direction.

Up in another hallway, Mr. Worthington and Dr. Rao are walking somewhere, trying to escape. They are stopped when Quill and Arclight appear from around a corner in front of them. Frightened, the two human turn to the other way and run, but find Psylocke standing there – they're trapped. Quill asks Worthington if he's the guy who invented the cure, and Worthington confirms. Quill signs to the girls, and Arclight and Psylocke grab Worthington and drag him away against Rao's pleadings. Dr. Rao tries to run after them, begging them to leave Worthington, but Quill grabs her and holds her, telling her to calm down. He hugs her, supposedly to calm her down, telling her that everything's gonna be okay. Then, he cruelly pops his spikes all over his face and body, killing her. He drops her to the floor, retracts his spikes and leaves to follow the girls.

Back outside, Beast and Wolverine both go into berserker rages and take down Brotherhood members in large numbers. Logan tells Beast he thought Hank was a diplomat. Hank explains that there comes a time when all men must… he stops mid-sentence to beat up some more mutants and just yells to Logan "Oh, you get the point!" Inside, Worthington begs to Arclight and Psylocke not to kill him as they drag him upstairs, with Quill following.

In another part of the building, Shadowcat finally phases into Leech's room. She looks around and finds Jimmy hiding behind his bed, frightened. She runs to him and tells him not to worry – she's there to help him. She helps him up, telling him she's gonna get him out of there. She holds his hand and starts running at one direction, but then she hears Juggernaut running through the walls not far away and decides to go through the other direction. When they get to the wall, though, she is horrified to find that she can't phase through it. Jimmy explains that her powers won't work with him.

They hear Juggernaut is getting closer, and Kitty doesn't know what to do. She then gets an idea and tells Jimmy to stay close. Juggernaut breaks through the wall across from them and tells Shadowcat he's the wrong guy to play hide-and-seek with. She ticks him off, calling him a dickhead, and he charges towards them. Just in the last second before he hits them, Kitty pushes Jimmy and herself to the floor, and Cain just bangs himself against the wall, his powers dampened by Leech. From the force of the hit, Juggernaut drops to the floor, and the kids are free to run out through the holes he created on his way there.

Arclight and Psylocke lead Worthington to the roof and hold him on the ledge. He begs them not to kill him, saying he only wanted to help them. Quill tells him they don't need his help, and the three mutants throw him off the roof. He falls down to sure death, but then his son Angel flies in and grabs him in the last second, saving him.

Below them, Storm and Callisto are still fighting. Storm manages to toss Callisto forcefully at what used to be Alcatraz's electric fence, and then uses the lighting power to electrocute her to death.

Up on the hill, Magneto tells Pyro it's time to end this war. He uses his powers to lift a car from the bridge behind them and throw it at the battle scene, with Pyro torching it along the way. The flaming car lands and explodes, and everyone runs away. Wolverine yells to the X-Men to take cover, as Magneto continues on to a second attempt with another torched car. He keeps on going with more and more cars, each time Pyro torching the cars halfway before they explode.

Storm finds cover behind a column, but is almost hit. She continues on to a better cover along with Wolverine and the others. Near them, they see one of the cure guns. Looking at the apocalyptic view around them – the place in ruins, cars exploding all around them – the X-Men must make a decision. Wolverine reminds Storm of what she told him in the Danger Room session earlier – they work as a team. She, in turn, reminds him of what he answered – best defense is a good offense.

Logan turns to Bobby and asks him if he thinks he can take down his old friend Pyro. Bobby nods and runs out of the cover, using his ice-powers to freeze one of the flying cars in the air, turning off the flames before it'll explode. Seeing this, Magneto finally lets Pyro to do what he wanted to do earlier – finish Iceman. More than willing, Pyro runs down to Bobby.

Wolverine tells Storm he'll need some cover for his next move, and she understands perfectly, using her powers to create some fog. Iceman and Pyro stand facing each other. John creates a fireball in his hand and turns it to a flamethrower aimed at Bobby, but Bobby shoots a small blizzard at it, and their powers collide. Magneto and Phoenix, the only ones left on the hill, are looking around to find the rest of the X-Men, but the fog keeps them from it.

Pyro adds more power to his flamethrower, and Iceman is close to being beaten, his blizzard being no match for it. Finally, Pyro shuts off Iceman's blizzard, surrounding Bobby in flames. "You're way over your head," Pyro tells Iceman, burning him; "Maybe you should go back to school." Angered, Iceman turns his entire body to ice and jumps out from between the flames. He grabs Pyro's arms and freezes them, and the flames go off. He gets up, more powerful than ever, and hits John with his head, telling him he never should have left school.

Wolverine spots Magneto through the fog and points him up to Colossus. Just like in the Danger Room, Colossus grabs Wolverine and spins him around, tossing him at Magneto. It fails, though, as Magneto sees Wolverine and uses his powers to stop Logan. Logan falls to the ground and slides on his stomach, stopping right before Magneto's legs. Erik then flips Logan on his back, telling him he never learns. "Actually," Wolverine answers, "I do." Just then, Beast jumps at Magneto from behind and injects him with the cure they took from the gun. Magneto drops to his knees, realizing he's now human, and then falls back. Rolling on the ground, he tells Jean in a shaking voice that this is what the other humans and the X-Men want for them.

"It's over, Jean", Logan says to his loved one, the last Brotherhood member left standing. The moment is broken, though, when the soldiers use the silence to shoot at her with the cure guns. Logan yells to them not to shoot, but it's too late. Jean stops the shots telekinetically and turns around – it's not over.

Wolverine cries "No!" as Phoenix levitates to the air and blows up all the light poles. Again, a telekinetic storm is starting to rage. Beast yells for everybody to run out of the building and escape, and they all flee in panic. Shadowcat and Leech too get out of the building and find Iceman, and together they run away. Staring at Phoenix's madness, Erik mumbles, "What have I done?" Frightened, he then joins the others fleeing to the bridge.

Storm runs up to Wolverine, and he tells her he's the only one who can stop Phoenix. He orders her to get everyone to safety and leave, and she flies to the sky. He cries out to Jean, but she doesn't respond.

The telekinetic chaos increases, with cars flying around. Random people then explode to thin air, exactly like the professor exploded earlier. Among them are Quill, Arclight and Psylocke, who didn't make it out of the building when Phoenix's attack began.

Seeing the destruction around him, Logan calls Jean's name again, saying he knows she's still somewhere inside of Phoenix's body. He starts walking towards Phoenix, but she holds him back with her powers. Still, he struggles to walk slowly through it. Only a few feet are left between then – Phoenix standing on the top of the hill, and Wolverine a little below. He struggles to climb, sticking his claws to the ground to move.

Eventually, he manages to get to her and stand in front of her. Amazed that he fought his way through and got to her, Phoenix opens her mouth for about the first time since she lay foot on Alcatraz Island, asking Logan is he'll really die for them. "No," he answers. "Not for them. For you". Hearing this, the Jean Grey part of her personality rises back for a moment, and she begs to him in tears to save her. He tells her he loves her, and then he does what he knows he has to – what she asked him to do before in the infirmary – he pops his claws in her gut, killing the woman he loves. In her dying breath, Jean looks at him in silent and smiles – it's over. Her body falls to his arms, and he cries.

The next day on the mansion's front lawn, Ororo and Kitty stand in front of the two graves of Scott Summers and Jean Grey, lying next to Xavier's grave – three great losses that the X-Men are left to mourn.

Inside, Bobby walks to find his girlfriend, Marie, sitting in his room. She gets up and apologizes – but she had to do it. He tells her this isn't what he wanted, and she says she knows – it's what she wanted. For the first time, she takes his hand in hers, not having to worry about what might happen, and smiles.

In another room, Logan watches the president on TV giving a speech in the White House: "So it is with the thanks of a grateful nation, that I introduce our new ambassador to the United Nations and a representative to the world for all United States citizens – human and mutant alike: Dr. Hank McCoy." The president then shakes Hank's hand. "Way to go, fur ball," Logan thinks to himself. He then walks out and looks at the school that he and Storm are now left in charge of the Xavier Institute.

Above Golden Gate Bridge, Angel flies freely. He then flies above a park in San Francisco, where a young girl looks at him.

Near her, in the park, a row of chess games are taking place. At one of the tables, a sad old man sits alone and plays with himself. It is Erik Lehnsherr, the man who used to be the great Magneto, the Master of Magnetism. He lifts his hand to move the queen, and suddenly – the queen moves a little 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. Moments later, Dr. Moira MacTaggart enters the room, says good morning to her patient and proceeds to view the vital signs on the monitor. The man then turns his head and returns the greeting and calling her by name. Dr. Moira looks towards her patient in disbelief and says "Charles".  Hugh Jackman as WolverineHalle Berry as StormPatrick Stewart as Professor XFamke Janssen as PhoenixHaley Ramm as young PhoenixIan McKellen as MagnetoAnna Paquin as RogueShawn Ashmore as IcemanEllen Page as ShadowcatKelsey Grammer as BeastVinnie Jones as JuggernautRebecca Romijn as MystiqueAaron Stanford as PyroDaniel Cudmore as ColossusJames Marsden as CyclopsDania Ramirez as CallistoOmahyra Mota as ArclightKen Leung as QuillMei Melançon as PsylockeEric Dane as Multiple ManBen Foster as AngelCayden Boyd as young AngelMichael Murphy as Warren Worthington IICameron Bright as LeechShohreh Aghdashloo as Kavita RaoBill Duke as Bolivar TraskOlivia Williams as Moira MacTaggertKea Wong as JubileeShauna Kain as SirynJosef Sommer as The President