This movie is so hated by the fans. But before I can go into0 any detail why I disagree, I must first say that the first two X-Men films create a great cinematic world for the X-Men to live in, but as films they have problems. The first film was all introductions, and the action at the end was rather bland, particularly the statue scenes. The second film, the favorite, is really good, and more time is spent on the characters, the plot and the relationships. That said, the film has an underwritten second act. I mean what were Storm and Jean doing, sitting in a plane that whole time? It was a good film. The third film is much maligned. Despite the director's attempt to keep the films consistent in their feel, the change in directors is still obvious. However, look at Ebert's review for why I like it. It has a real challenging point, a conflict that stems from the universe these characters inhabit, but also soemthing that's relevant to our time. People say Watchmen was written as a reflection of the political situation of the Cold War, and I think that X-3 deals with many many issues of today through allegory. Bringing the Pheonix into this actually worked.. she's damn powerful, but having her move planets around would not fit in the cinematic universe. Sure the stories alternate fora while in a haphazard way, but a lot of movies do that if they have two plots. At no point does either storey become stagnant or uninteresting. I think what makes this story work is how much meat it has. In some ways it is more relevant and more important than part 2. Any film that talks about a political "slippery slope" has got to have some merit. Plus, how great is it to have a movie that has an antagonist that you can ompeltely agree with and side with. Magneto has a point, and you can't take that away. The Beastwas great. Grrammer made him a complex character. I like the subtle charcter work.. it all felt genuine. There are moments hen Magneto's respect for Charles is really apparent. I liked the scene between Storm and Logan where it's just the two of them talking about whether he should go after Jean. Plus, hell the action at the end, while far from the best action scene ever put on film, is very entertaining. I love the Juggernaut vs. Kitty thing, it was awesome.