X-Men is a 2000 superhero film that follows the X-Men as they try to stop an evil mutant team called the Brotherhood of Mutants. The first in the X-Men series, X-Men was followed by X2: X-Men United and X-Men: The Last Stand. The film had a budget between $95 and $100 million. It grossed $334,627,820 worldwide.


In Poland of 1944, World War II, Nazi soldiers are leading a Jewish crowd through the rain and mud. Among them is a young boy named Erik Lehnsherr and his parents Jakob and Edie. Suddenly, the Nazis start separating the Jews, and young Erik is separated from his parents, who both cry in horror as Nazi soldiers hold back Erik and drag them past a big iron gate. Erik screams and cries in terror, but the Nazis just pull him back cruelly. He sends his hands forward, towards his parents, and suddenly the gate begins to bend. He keeps crying with hands stretched out and the gate bends some more and almost falls completely. A Nazi soldier standing by the gate hits Erik and knocks him unconscious. The Nazi soldiers look in amazement at the mangled iron gate.

In a quiet house in a peaceful neighborhood in Meridian, Mississippi, Marie D'Ancanto and her boyfriend, Cody Robbins are sitting in her room. She tells him about her plans to travel away to new places after high school, and then there's a pause, and they slowly move closer until they kiss. Suddenly, Cody falls unconscious, quivering, and Marie's loud scream makes her parents rush to her room. Marie is hysterical and yells at her mother to not touch her, and her father rushes his wife to call an ambulance.

In the Capitol, Dr. Jean Grey is giving a speech in front of the senate, who is discussing a newly proposed Mutant Registration Law. Her mentor, Professor Charles Xavier, is in the audience, listening. She explains how mutant powers are triggered. Senator Robert Kelly interrupts her, saying that although her speech is very educational, it fails to address the issue in question; are mutants dangerous? She tells him that that is an unfair question – after all, the wrong person behind the wheel of a car can be dangerous. He answers that that may be true, and that is why they license people to drive, to which she answers, "Yes, but not to live". She says that mutants are exposed to hostility and violence as it is and forcing them to expose themselves would put them in danger.

He interrupts again, asking her what is it that the mutant community has to hide that makes them so afraid to identify. He then holds out a list of identified mutants living in the United States, and reads from it that there's a girl in Illinois that can walk through walls - what's to stop her, he asks, from walking into a bank safe, or into the White House, or into anyone else's house?. Furthermore, he adds, there are even rumors of mutants so powerful that they can enter others' minds and control their thoughts, taking away their God-given free will. He goes on, saying that he thinks that American people have the right to decide if they want their children to go to school with mutants and be taught by mutants. To Xavier and Jean's disappointment, everyone applauds his words. He goes on, talking in favor of the Mutant Registration Act. Then, among the audience, Xavier notices a mysterious man whom he knows very well stepping outside, and follows him to the hall in his wheelchair. The man is a grown-up Erik Lehnsherr, now calling himself Magneto.

Xavier calls to him by his real name and asks him what he is doing there. Erik pauses and without looking backwards at his old friend replies; "Why do you ask questions to which you already know the answers?" Xavier asks him not to give up on humans, but Magneto tells him that he heard these arguments before. Charles tells him that it was a long time ago and that humanity has evolved since then. Magneto answers; "Yes, into us". Xavier briefly tries searching Magneto's mind, but Erik asks him what he is looking for. Xavier answers that he is looking for hope. Magneto answers mysteriously; "I will bring you hope, old friend, and I ask for only one thing in return: don't get in my way". He then yells as he walks away; "We are the future, Charles, not them. They no longer matter" Xavier seems disappointed.

In Northern Alberta, Canada, Marie gets off a truck. She does not seem happy with what she sees, and apparently hoped to find somewhere else. She walks inside a building where a crowd is cheering at a caged wrestling match. A match just ended, and it seems that it is not the winner's first victory that night. A new wrestler enters the cage, and a new battle begins. At first, the new person seems to have the upper hand, but than the winner recovers at amazing speed and fights back, easily defeating the new person in mere seconds. The announcer announces the winner and still champion - Wolverine. Marie watches him in awe. Later that night, after the fights are over, she is sitting down at the bar quietly. Wolverine comes and sits near her, ordering beer. He looks at her, as she seems out of place in the bar. In the background, a news report is telling about the upcoming gathering of world leaders in New York and that they will be talking about many topics, including the mutant phenomenon.

The wrestler from earlier approaches Wolverine and demands his money, saying that no man can take a beating like that without a mark, which means he must be a mutant. Wolverine will not budge, and the wrestler pretends to give up, but then pulls a knife and goes to attack. Marie screams to him to look out, and he jumps out of his chair and unsheathes his razor-sharp metal claws at him. The barman threatens him with a gun, but he takes on him as well. He then leaves the bar, and Marie runs after him. He gets into his truck and drives away.

Later, on the road, Wolverine notices something in the back. He stops the truck, gets out and checks the cart, where he finds Marie, hiding. She apologizes and says that she needed a ride. He orders her out to the cold and enters the truck. She yells that she saved his life, but he says that she did not and starts driving away. He drives for a few meters before guilt makes him stop, and she goes inside before he keeps driving. After he gives her something to eat, she introduces herself as Rogue. She asks him questions about his life, but he does not answer. He notices that she is cold, turns on the heater, telling her to put her hands on it, and almost touches her hands, but she pulls them away. At first, he takes it as fear, but then she explains that when people come to skin-to-skin contact with her they get hurt. She looks at his hands and asks him if it hurts when his claws come out. He answers that it hurts every time, and then asks her what kind of a name is Rogue. She asks him the same question about his name, Wolverine and he tells her that his name is Logan Howlett.

She tells him that her name's Marie, and then advices him to wear his seat belt. He tells her that he doesn't need driving tips, but just then they slam into a tree branch and Logan is thrown through the front shield a few dozens meters away into the snow. The truck starts burning as Rogue wakes and sees Wolverine gets up. He walks back and asks her if she is alright, to which she answers that she's stuck after watching in shock how his wounds heal. He walks over to help her, but then his hyperactive senses pick on the scent of one of Magneto's minions, Sabretooth. Suddenly, Creed jumps out of the woods and throws Wolverine. He then throws him again on the truck and walks to him, to the eyes of Rogue, who is already terrified from the fire in the truck. Then, two of Xavier's students calling themselves the "X-Men", Cyclops and Storm, show up behind Creed. Summers puts his hand to his visor and shoots a powerful optic blast at the savage mutant, then uses his beams to release Rogue, and they grab her and Wolverine and run away seconds before the truck explodes.

On the uncharted island of Genosha, another of Magneto's minions, Toad, is spraypainting some kind of structure. Creed enters and walks past him to Magneto's room. Magneto asks him what happened, and Creed tells him that they knew and that the mutant is with them. Magneto tells him that the leaders' summit is approaching, and they need to be prepared.

Wolverine is lying in the X-Men's base, unconscious. Jean Grey is taking care of him. She tries giving him an injection, but just then he wakes up, thinking her an enemy. He manages to escape her easily and runs away through the tunnels of Xavier's mansion. He is not sure which way to choose, but then he starts hearing voices in his head – Xavier, telepathically guiding him. He finds a closet with clothes and takes a shirt, before an elevator opens right next to him. He enters, and it closes on itself, taking him to the upper floors. He hides from some mutant kids running around, and then keeps running straight into a classroom, where Xavier is teaching a class. Xavier greets him hello and then finishes the lesson. The students leave, and then one of them, a girl named Kitty, runs back because she forgot her purse. She then exits by phasing herself through the door. Logan looks confused, and the professor introduces himself and offers Logan breakfast. Logan asks where he is, and Xavier answers that he is in Westchester, New York – he was attacked and his people brought him there for medical attention.

Logan says that he doesn't need any medical attention and asks where Rogue is. Xavier answers that she is there too and that she is fine. Just then, Munroe and Summers enter with Rogue. Xavier introduces the former two as "Storm" and "Cyclops". Scott sends out his hand to shake hands with Logan, but Logan does not respond. Xavier tells him that they saved his life, and just then, Jean enters. Xavier introduces her as well, and then tells Logan that he is in his school for Gifted Youngsters – mutants, and that he is safe there from Magneto. Logan asks, "What’s a Magneto?", and Xavier answers that Magneto is a very powerful mutant, and he sent Creed, who the professor refers to as "Sabretooth", to attack Logan and Rogue. Logan thinks the whole thing is ridiculous and starts leaving, roughly telling Cyclops to get out of his way. Xavier then tells him that he can help him figure out who he is. Telepathically, Xavier says to him that it's been 15 years since Logan lost his memory, showing that his telepathy can help Logan remember his past. Intrigued, Logan asks about what the place was.

Rogue is sitting in a classroom with other students, with Storm as the teacher. Kitty is sitting near her. A boy with pyrokinetic abilities named John Allerdyce, sitting in front of Rogue, puts his hand behind his back and creates a small fireball. Another boy with cryokinetic abilities named Bobby Drake sitting next to Rogue uses his power to freeze the fireball, and it falls on the floor and breaks. Bobby introduces himself to Rogue and asks for her name. She answers that her name is Rogue. He creates a small ice flower for her and welcomes her to mutant high.

Xavier tells Logan more about the school, convincing him that it is the best place for Rogue to be in. He then tells him that the school is only a cover - and that the lowers levels are completely different. Xavier shows Logan the hangar containg the X-Men's supersonic jet, the Blackbird. He explains that when he was a boy he discovered he could control people's minds, and when he was seventeen, he met Erik Lehnsherr, who had the ability to control magnetism. Believing that humanity would never accept them, Erik grew angry at humanity and became Magneto. Xavier offers Logan a deal - 48 hours to discover why Magneto is after him, in exchange to help uncovering his forgotten past.

An anti-mutant crowd cheers at Senator Kelly as he gets out of his limousine and into a helicopter. Inside, he talks to someone about the vote on the Mutant Registration Act. The man sitting next to him, Henry Gyrich, asks if he will speak in the UN summit, as the whole world will be watching. Kelly says that he is only worried about America, not the rest of the world, and that if it were up to him, he would lock all mutants away. He says that it's war, and that it's the reason people like him exist. Looking outside the window, he sees the ocean. He gets confused and wonders there they are, as Gyrich morph to the true form of a another of Magneto's minions, Mystique. Kelly is terrified and shouts for the pilot. Darkholme subdues him, saying that people like him are the reaon she was afraid to go to school as a child. She then kicks him until he is knocked out cold, and goes to sit next to the pilot – revealed to be Toynbee. They then fly to Magneto's island base.

In the X-Mansion, Jean is running tests on Logan. He apologizes for hurting her earlier, and tries to flirt with her, to which Jean responds with a sharp look and promptly puts him into the scanning machine. Later, Jean explains to Professor X, Cyclops and Storm her findings about Wolverine – a supposedly indestructible metal called adamantium is fused to his entire skeleton. Ororo asks how could he have survived a procedure like that, and Jean explains that his mutation is a healing factor, which also makes his age impossible to determine – he could very well be older than the professor. Xavier asks who did this to him, and she says that he doesn't know, nor does he remember anything that happened before it. Xavier muses that it must have been experimentation on mutants. Cyclops asks him what he thinks Magneto wants with him, and Xavier says that he's not entirely sure that it's him Magneto wants.

In Magneto's base, Kelly is bound to a metal chair. Sabretooth, Darkholme and Toynbee are standing in the dark around him, hardly moving. A bird flies by, and Toynbee immediately shoots out his long tongue to catch it, much to Kelly's disgust. Magneto enters and quips to the senator that Toynbee, who he refers to as "Toad", has a wicked tongue, just like him. He asks them who they are and where Henry is, and Magneto answers that Mr. Gyrich has been dead for quite some time and Darkholme, who he refers to as "Mystique", has been impersonating him in the mean time. Kelly tells them that if they will hurt him, they will only prove him right, but Magneto does not seem to care. He asks the senator if he is God-fearing man, a phrase Magneto says that he's always found to be strange.

He says that he's always thought of God as a teacher, and a bringer of light, and hope. He tells Kelly that he is only afraid of him and his Brotherhood because he doesn't understand mutants, but he has no reason to fear him - not anymore. He steps into some sort of a large machine. Kelly asks him what is he going to do to him, and Magneto tells him that God works too slow. He then starts the machine, and it starts using his magnetic power, creating some sort of a field around him, which then grows bigger and spreads past Kelly and the Brotherhood members. Both Magneto and Kelly are obviously in pain from the process and cry out. At once, the field grows small again until it goes out.

Back at Xavier's, Jean is showing Logan to his room. He asks her where her room is, and she answers that it is down the hall, with Scott. He jokingly ask her if her gift is to "put up with that guy", and she answers that she is telekinetic - she can move things with her mind. He asks what kind of things, and she closes the closet door to demonstrate. She then says that she also has some telepathic abilities, though not nearly as powerful as the professor does. He tells her to read his mind, but she refuses. After a moment of silence, though, she agrees and puts her hands to his head. She sees images of fire and the operation he went through, and stops. He holds her hands and asks her what she saw, but just then Scott enters. Jean leaves, and Scott and Logan taunt each other about Jean and about how Scott had to rescue Logan. Before he leaves, Scott tells Logan to stay away from his girl.

Later that night, Logan is sleeping in his room, having a nightmare about when the adamantium was attached to his skeleton. Rogue enters and tries to wake him up, but as he wakes up, still tense from the nightmare, he screams and his claws unsheathe in her chest. Shocked, he retracts them, leaving three holes in her body, and she quivers. He starts yelling for help hysterically, and she put up her hand and touches his cheek. Ororo, Jean, Scott and some kids (including Bobby) enter just in time to see her wounds heal and Logan pass out.

Jean and Scott rush to help Logan, and Rogue starts apologizing and saying that it was an accident. She leaves the room, and the other children step away from her panickedly. They look at her with apprehension, though Bobby just looks concerned. Later, Logan wakes up with Xavier sitting next to him. He asks the professor if Rogue is fine, and he answers that she will be alright. Wolverine asks what happened and Xavier answers that whenever Rogue touches someone she absorbs their energies. In the case of mutants, she absorbs their gifts. In the case of Logan, she absorbed his ability to heal. Logan says that he feels like she almost killed him, and Xavier says that if she held on any longer, she could have.

In Magneto's base, Kelly is held in a small prison cell. He bangs his head against the bars in despair, but then his head manages to slip a little between them. Shocked, he brings his head back and tries again. This time, his whole head slips through the bars. However, this side of the cell is on a cliff wall high above sea level. Magneto enters by bending the bars of the other side and asks the senator how he is feeling. Sabretooth enters after him. To their surprise, the cell is empty. Magneto removes the bars and looks through the hole. Kelly is there, holding to the rock wall, yelling at them and asking what they have done to him. Magneto laughs and tells him that what he's doing is pointless, as he has no place to go. Sabretooth tries to pull Kelly back up, but his hand stretches and slips, just like his head before with the bars. Kelly screams and falls into the water. Magneto leaves and, in his anger, closes the bars again, locking Sabretooth in the cell.

In a beach somewhere, kids are playing. Kelly, who apparently became a jellyfish-like creature from the mutation, comes out of the water, to the amazement of the people. The beach-goers stare in shock and amazement at him, among them Stan Lee as a hot dog vendor. Kelly watches a news report about the approaching UN summit, then grabs some clothes and walks away.

In Xavier's schoolyard, Rogue is sitting on a bench and looks at the others playing. Bobby shows up and sits next to her. He is angry at her for what happened with Wolverine, saying that mutants should never use their powers against other mutants. She tries defending herself, saying that she has no choice, but he just tells her that if he were she, he would get himself out of there. She asks him what does he mean, and he answers that the students are freaked, while Professor Xavier is furious. Cruelly, he tells her that she should go, and she gets up and walks away, almost crying. He smiles, and his eyes glow yellow for a moment, showing that it was actually Mystique.

In the underground part, Xavier and Cyclops are trying to figure out what Magneto wants with Wolverine. Xavier picks up that Scott does not like Logan. Just then, Logan and Ororo walk in, and Logan asks where Rogue is. Xavier, after a short mind scan, says that she is gone. A few minutes later, Xavier, Scott, Jean, Ororo and Logan enter a secured room and Xavier welcomes Logan to Cerebro. Cerebro is a big round room, with a bridge leading to the machine. Xavier explains that Cerebro amplifies his powers, allowing him to track mutants through large distances. That is how he intends to find Rogue. Logan asks why he just does not use it to find Magneto, and Xavier tells him that Magneto somehow found a way to shield himself from the machine. Logan asks how would he know how to do that and Xavier says that he helped him build it.

Then, he puts the Cerebro helmet on his head and, after the others exit, starts the search. Outside, Logan asks Jean if she ever used Cerebro, and she answers she has not, because it takes a certain degree of control and for someone like her it is dangerous. Inside, Xavier manages to locate Rogue at the train station after a short search. Logan starts leaving to find her but Xavier stops him, saying that if he will leave the mansion Magneto will capture him. Instead, he sends Cyclops and Storm to find her. In the garage, Scott and Ororo prepare to leave, when Scott notices that his motorcycle is missing.

On the road, Logan is riding Scott's motorcycle. In the train station, Rogue is sitting in a train, waiting for it to leave. She watches other people touching each other freely, and feels sad that she will never get to feel human touch again. Logan finds her and sits next to her. They apologize to each other about what happened the previous night, and he asks her if she is running again. She tells him that a boy in school told her the professor is mad at her.

Back in the mansion, Bobby is walking with his friends. One of them asks him when the last time he saw Rogue was, and Bobby answers that she was supposed to meet him for lunch. They walk away and an elevator opens. Out of it comes the Bobby-disguised Mystique, with a wicked smile.

Storm and Cyclops arrive at the train station. Storm goes to check with the ticket agent as Scott looks around.

Mystique, as Bobby, is walking in the sub-basement area of the mansion, then bends down in front of Cerebro's door and changes his eyes to those of Xavier. The computer recognizes him as Professor X, and he enters while morphing to "his" true form – Mystique. She puts some sort of device in Cerebro and a tank of blue liquid turns an ominous green.

On the train, Rogue asks Wolverine if he thinks she should go back. He answers that he thinks she should follow her instincts. After a pause, she tells him about Cody. She tells him that the first boy she ever kissed ended up in a coma for three weeks, and she can still feel him inside her head, and Logan, too. He hugs her through her shirt and tells her that he thinks Xavier is one of the few people who can understand what she is going through and that he really wants to help her. The train starts moving, and he convinces her to give "these geeks" another shot. Out in the station, a mother takes her children away from Scott, noticing his visor. Storm gives the ticket agent a description of Rogue, but before he can tell her if he saw her Sabretooth shows up, scaring everyone, grabs her throat, lifts her and growls. Cyclops rushes to help her, but Toad, who is clinging to the wall, sends out his long tongue and removes his visor, making him shoot a powerful optic blast at the ceiling, breaking a hole through it.

Everybody run hysterically as Scott shuts his eyes and Ororo almost loses consciousness. Her eyes start glowing white, and a lightning comes through the ceiling and hits Sabretooth, sending him flying through the opposite wall. Toad hops rapidly to him and tells him to stop fooling around. Rogue train stops moving and the lights go out. Everybody scream as Wolverine looks is horror as Magneto uses his powers to literally slice the train up open and float in. Logan pops his claws, and Magneto says that he must be Wolverine, the man with metal running through all his body. He uses his powers to lift Logan in the air and hurt him, as Rogue screams at him to stop. Logan asks Magneto why does he want him, and Magneto answers that it's not him he wants. Logan is horrified to realize that Magneto is really after Rogue. Magneto tosses Logan away and then captures Rogue.

With Sabretooth and Toad standing at both his sides, he leaves the station only to find it surrounded by dozens of police cars. A police officer orders him to stay where he is and put his hands above his head, an order that Magneto follows: his raises his hands and two police cars in the process, and then drops the cars on two other cars. All officers immediately aim their guns at him, but he easily pulls the guns out of their hands and directs them at them. Suddenly, Sabretooth grabs Magneto's neck and says "That's enough, Erik", and Toad says "Let them go". Magneto figures out what is happening, and yells, "Why don't you come out where i can see you, Charles?" Xavier, who is sitting in a car nearby with Jean, telepathically asks Magneto what he needs Rogue for, and Magneto answers, "Can't you read my mind?".

He continues, trying to convince Xavier that he is right, saying that if they will pass that law they will have all mutants chained with numbers burned to their foreheads. Xavier says that it will not be that way, and Magneto tells him to kill him and find out. When Xavier does not respond, Magneto tells him that in that case, he should release him. When again he gets no response, he aims a gun at an officer with his powers, and fires. Everybody gasp, but when they open their eyes to see what happened, they find the bullet stuck in mid-air, barely an inch away from the officer.

Magneto then aims all the guns at all the officers and tells Xavier that he will not be able to stop them all. Xavier looks at Jean, sighs and releases his mental hold on Sabretooth and Toad. Magneto then tells his old friend that his weakness is that he is still not willing to make sacrifices, and just then, Mystique arrives in a helicopter. Magneto, Toad and Sabretooth holding Rogue step inside, and they take off. All guns and the bullet drop to the ground.

Back at the mansion, Logan is washing his face. He is angry at the professor for saying he wanted him, and Xavier apologizes, saying he made a terrible mistake, as Magneto's helmet is somehow designed to stop his telepathy. Logan leaves angrily to find her alone, but Storm tries to convince him to help them and fight with them. He declines, saying he does not want to help a world that hates him. He then says that Magneto's right - there is a war coming - and asks her if she is sure, she is on the right side. She answers that at least she has chosen a side. He opens the door to leave, and finds Kelly standing in the other side, looking for Dr. Jean Grey.

Underground, Kelly is lying on a table. Logan and Jean are standing there too. Xavier approaches him and introduces himself. Kelly says that he was afraid to go to a regular hospital, and Xavier completes his sentence, saying that he was afraid they would treat him like a mutant. He tells him that they are not all what he thinks, and Kelly tells him to tell that to the ones who did this to him. Xavier asks Kelly to relax and starts reading his mind. He enters his memory of Magneto turning him to a mutant, and Mystique helping him out of the machine. Magneto looks tired and weak from the process.

Back in reality, a short while later, Xavier, Scott, Jean and Logan are in a room upstairs. Xavier explains that Magneto uses a machine that produces radiation that triggers mutation in ordinary human beings. Jean continues, saying that the mutation is unnatural and Kelly's body is rejecting it - his cells are breaking down. Scott asks what the radiation will do to mutants, and Xavier answers that nothing, but it could seriously harm humans. Logan asks what Magneto wants with Rogue, and Xavier answers that he does not know. Annoyed, Logan turns to leave again, but then Scott finds the answer – the machine drew its power from Magneto, and it nearly killed him. He deduces that Magneto wants Rogue to absorb his power so she can do it in his place, allowing him live.

In the medical lab, Ororo is with Kelly. He asks her not to leave him, as he does not want to be alone. His body is dripping with water. He asks her if she hates normal people, and she answers that sometimes she does. He asks why, and she answers that she is afraid of them. He tells her that she has got one less person to afraid off, and then his body starts to shake violently and swallow. He turns into water, and is spilled all over the room. Horrified, Storm runs out. She enters Xavier's study just in time to break an argument between Scott and Logan and informs them that Senator Kelly is dead. Xavier tells them that he will go find Rogue, and orders the men to settle it.

In Cerebro, Xavier puts on the helmet. Suddenly, the green liquid Mystique planted knocks him unconscious, and he faints and falls off his wheelchair. Later, he is lying on the lab's table, the X-Men and Wolverine looking at him. Jean checks what is wrong with Cerebro, and removes the green liquid. In the lab, Scott tells the unconscious professor how much he appreciates all that Xavier's done for him, and that if anything happens, he will take care of the school. In Cerebro, Jean decides to try and use it herself for the first time. Scott leaves the lab and sees Jean with the helmet on her head. Knowing how dangerous it is to her, he runs towards Cerebro, but the door closes before he gets in. Inside, the mental pressure make Jean collapse, and the door opens, allowing Scott to enter in. He holds Jean in his arms, begging her to give some sign that she's alright. She stirs and tells him that she knows where Magneto is going.

A boat is approaching the Statue of Liberty, where the UN summit is about to take place. The man driving the boat waves at the man waiting for it on the shore. Sabretooth shows up and knock out the man on the shore, and the driver reveals to be Mystique. Toad knocks out some guards. On the boat, Mystique enters a room where Magneto and Rogue are. Magneto comments that the Statue of Liberty is magnificent, and Rogue says that she has seen it. Magneto says that he first saw it in 1949, and mockingly quotes how America was going to be the land of tolerance and peace. She asks him if he is going to kill her, and he answers with a simple "yes".

She asks why, and says that it's because there is neither tolerance nor peace, not there, not anywhere. Now, he is going to turn the world leaders into mutants, just like them - making them all act in favor of mutants. The sacrifice of Rogue, he says, will ensure the survival of the mutant race. He orders Mystique to put her in the machine, and he will put her up on the statue.

In the mansion, Cyclops, Jean, Storm and Wolverine discuss their battle plans. They understand Magneto's plan now completely, and they know Magneto is not aware of the fact that his machine kills. They know that if he will give Rogue enough power, he'll kill everybody in New York City. They plan to land on Liberty Island and spoil his plans. Logan asks what about harbor patrol, and Scott answers that if they have anything that can find their jet, they deserve to catch them. They leave in the Blackbird, as the students watch in awe. Scott flies the jet, and when they reach the bridge, they land on the water, with Storm creating fog as cover.

Magneto notices them, and tells Toad and Mystique to go defend them. He orders Sabretooth to stay close to him, because after Rogue will absorb him, he will be weakened and he'll need a defense.

The Blackbird lands and the X-Men get out. They look up, and see the machine on top of the torch. As they pass through the metal detector, it beeps on Logan, but he pops in claws in it. Cyclops turns towards him with an annoyed expression, and Wolverine sheaths the two outer claws, essentially flipping him off. Scott smiles and Jean rolls her eyes. They start walking carefully in the hall, but Toad and Mystique are already waiting for them, hidden. Logan's senses pick on them, and he tells the others that there is someone there, but he does not know where, and says "keep your eye open" as a joke on Scott's expense. Out of nowhere, another Wolverine shows up and starts battling Logan, and the others aren't sure anymore who's real and who's Mystique. They both pop their claws and start slicing the place, as Toad hops on the other three and throws all of them to the floor.

With his deadly speed, strong legs and long tongue he succeeds to knock back Scott and Ororo as they are not ready, and tries leaping at Jean, but she stops him in mid-air with her telekinesis. He throws slime at her from his mouth and she loses her telekinetic grip on him, just as Storm gets up. They duel with him having the upper hand, and the fight goes into another room. Cyclops blasts his way through the barrier Toad locked him behind and rushes to Jean, who is still trying to get the sticky slime off her face.

Elsewhere, Mystique shifts back to her true form and manages to outmaneuver Wolverine.

Scott tells Jean not to move. Setting his visor on low, he shoots the slime off before she suffocates, hurrying to her side to help her recover.

Storm finally gets up and starts using her intense wind to blow away Toad, with lightning in the background, as he yells at her "Don't you people ever die?" She blows him straight through the windows, her eyes glowing with fury, and he holds to the statue with his tongue. She walks up to him, saying "Do you know what happens to a toad when it's strike by a lightning? Same thing that happens to anything else." She then sends a lightning bolt directly at him. Toad is electrocuted, losing his tongue grip, and flies away into the sea.

Storm approaches Logan and asks if it is him. He silences her, uses his senses and tells her that the other one is not far away. She says that they have to regroup, and he says that there is a problem - she is not part of the group, and then unsheathes his claws in her stomach. She morphs to Mystique, and then falls to the ground. He finds Scott and Jean, and Scott tells him to prove that it is really him, to which Logan simply answers, "you're a dick", which Scott thinks is proof enough. Storm shows up upstairs, and they follow her up. They see the torch, and suddenly Logan tells them all to get out of there. Cyclops asks what the problem is, and Logan says that he cannot move. He floats in the air and gets pinned to the wall. Metal pieces fly and hook the others to the walls, too, despite Scott's attempts to blast them.

Cyclops is hooked in a way that his visor is directed at Jean's head, preventing him from shooting. Magneto floats down and aims Logan's hands to his chest, preventing him from popping his claws. Sabretooth joins them and removes Scott's visor, forcing him to close his eyes. Scott orders Storm to fry him, but Magneto reminds him that it's not a good idea to send a bolted lightning into a huge conductive.

In the UN summit, a man starts a speech, opening the summit. Two world leaders from China and Israel are seen having his speech translated into their own languages.

Magneto tries contacting Mystique, but she does not respond. Jean, trying to convince Magneto out of his plan, tells him that she has seen Senator Kelly. Magneto is pleased that the senator survived the fall and the swim to shore, as it means his machine works. Jean tells him that he is dead, and Storm says that she saw him die, as the people at the summit will die. He asks her if she is sure she saw what she thinks she saw.

In the summit, the speaker thanks the President of the United States for hosting the summit in New York, and everybody claps as firework light the sky.

Magneto explains his motives to the X-Men, and then they hear Rogue crying for help. Wolverine tells him that if he was really so righteous, it would have been him in the machine. Magneto just flies up to the machine, as Rogue continues to scream for help. Logan uses all his might to release himself with the claws, seemingly hurting himself, and Jean yells his name in worry. Sabretooth approaches his body, and just then, Logan leaps at his and pops his claws in his stomach. Sabretooth seems to share Wolverine's healing factor, though and they start battling on the statue's head. Up on the torch, Rogue begs Magneto not to do it, but he touches her cheek, making him absorb her power. Sabretooth throws Wolverine off the statue, but he manages to cling on and jump up. He beats Sabretooth and hears Rogue scream in pain.

He falls down and sticks his claws to the wall to hang on it, almost killing Scott and Jean who are at the other side of the wall. Sabretooth thinks he is dead and walks to Storm, only for Wolverine to jump back in with Cylops' visor. Jean tells Scott that when she tells him, he should open his eyes. The torch smashes and the machine starts working. Jean telekinetically places the visor on Scott's eyes and says "now!", and he shoots, blasting Sabretooth through the wall.

Magneto watches Sabretooth crashing on the boat as Logan releases the others. He asks Cyclops if he can blast the machine, but Scott says that that will kill her. Cyclops asks Storm if she can lift him up, but she says she cannot control it like that - he could fly right over the top. Logan tells her to fly him - if he will not make it, at least Cyclops could still blast it. Cyclops agrees and orders Jean to try to steady Logan with her telekinesis. With combined efforts, the two manage to direct Logan to the top of the machine. The energy field starts spreading, and Wolverine jumps inside. He tries to slash Rogue's chains, but Magneto stops him with his power. Cyclops puts his hand to his visor, but Jean asks him to wait.

In the summit, everybody is terrified of the white, amorphous energy field coming out of the statue.

Cyclops sees a chance and decides to take, managing to blast Magneto. Free to move, Wolverine slashes the machine, stopping the field before it mutates anyone. He cuts Rogue's chains and holds her. She is unmoving, and has a white streak in her hair. He touches her cheek, trying to get her to heal. At first it doesn't seem to work, and Logan seemingly despairs, thinking Rogue to be dead. Suddenly, a multitude of wounds begin to appear across his face, and blood drips out of several stab wounds. Rogue suddenly wakes up and Logan falls to the ground, unconscious, with gashes all over his face and chest.

On the ground, the officers find and rescue a guard with wounds in his midsection, in actuality Mystique in disguise, albeit unconscious. Magneto begins to wake up on the torch as the X-Jet leaves.

Back in the mansion, Xavier wakes up to find Jean standing by him. He asks her how did they do, and she shows him that Logan is lying on a table next to his. Later, she checks on Logan and finds that all his wounds healed. He wakes up and she tells him that what he did was very brave. He asks if it worked, and she says that it did, and that Rogue's fine. He begins to tell her how he feels about her, but her reaction makes it evident that, while Logan's heart may belong to her, hers belongs to Scott. Logan changes the subject, asking how the professor is. She tells him that he's fine.

Later, the professor tells Logan that there's an abandoned military compound in the Canadian Rockies close to where they found him, and that he might find some answers there. He asks Logan if he's going to say goodbye to the kids.

In the hall, Rogue, Bobby and some other kids are playing while a news report shows Senator Kelly withdrawing the Mutant Registration Law. Cyclops pauses the television in a specific second, showing his eyes glowing yellow - revealing that it's actually Mystique. Rogue spots Logan leaving, and rushes to talk to him. He tells her that he's got some things to take care of in the north. She says that she doesn't want him to go, and he says that he'll be back, leaving with his dog tags before leaving on Scott's motorcycle.

In a plastic jail cell, Magneto and Xavier are playing chess. Magneto asks his old friend if it doesn't worry him that someday they'll pass that foolish law and Xavier answers that it does indeed. Magneto asks him what he will do when he'll wake up to that, and Xavier answers that he pities the poor soul who'll come to his school looking for trouble.

A guard comes to take Xavier, and Magneto asks him why he continues to come. Xavier responds by asking "why do you ask questions to which you already know the answers?" and Magneto answers "ah, yes - your continuing search for hope". Xavier leaves, as Magneto tells him that this plastic prison won't hold him forever. The war is still coming, he says and he intends to fight it. Xavier replies, saying that he will always be there to stop him.


Continuity and References to Earth-10005


  • Change is coming. The evolution begins July 14th.
  • Trust a few. Fear the rest.
  • The future is here.
  • Evolution Begins.


Even though this film takes place in New York City, the film was shot entirely in Toronto, Ontario. For example, the film's prologue was shot at the Gooderham-Worts Distillery on Mill Street towards the Toronto waterfront, an abandoned complex whose empty warehouses are frequently used as soundstages. The bar scene was also shot at the old Distillery, in one of the soundstages. The senate hearing was shot in Central Toronto at Metro Hall Council Chamber on St. John Street. The U.N. Summit was shot at Central Commerce Collegiate in Western Toronto. The scene where Wolverine and Sabretooth fight was shot in the Nature Conservation Area of the Rogue River Valley Park. The exterior of The X-Mansion was shot at the Parkwood Estate in Hamilton, Ontario. The interior of The X-Mansion was shot at the Casa Loma in Northern Toronto. Magneto's lair was shot at one of the soundstages at the old Distillery in Eastern Toronto. The train station scene was shot at CNR Railway Station in Hamilton, Ontario. The exterior of Liberty Island was shot at Spencer Smith Park in Hamilton, Ontario. The interior was shot at the Bridgeman Transformer Station in Southern Toronto. The scene where Senator Kelly is attacked by Mystique in his helicopter was shot in the Parking Lot of the Canadian Warplane Heritage Museum in Northern Toronto.


The film recived postitive reviews. The film was praised for its acting, writing, music, costumes, visuals, and action. The film was criticed for its CGI effects, and pacing.The film was a success at the box office, grossing over $296,339,527. The film also paved the way for Marvel's biggest hit. Despite its legacy and critical success, the film is the lowest grossing X-Men to date.



External links

Films X-Men | X2 | X-Men: The Last Stand | X-Men Origins: Wolverine | X-Men: First Class | The Wolverine
X-Men: Days of Future Past | Deadpool | X-Men: Apocalypse | Deadpool 2 | Dark Phoenix | The New Mutants
Cancelled Gambit | X-Force | Other
Characters Earth-10005/Characters
X-Men films
Released X-Men | X2 | The Last Stand | First Class | Days of Future Past | Apocalypse | Dark Phoenix | The New Mutants
Cancelled X-Force | Other
Wolverine films
Released X-Men Origins: Wolverine | The Wolverine | Logan
Deadpool films
Released Deadpool | Deadpool 2
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