BryanSinger, who had directed the two previous films, X-Men and X2, decided to leave the sequel to work on Superman Returns (2006). X2 composer and editor John Ottman and X2 writers Dan Harris and Michael Dougherty also left to work on Superman Returns, as did James Marsden, who had very limited screen time in The Last Stand before his character was killed off due to his departure from the film. Singer had not even defined the storyline for a third film. Matthew Vaughn, who co-wrote the script (though was uncredited) and was initially hired as the new director, left due to personal and professional issues, and was replaced with Ratner. Filming took place from August 2005 to January 2006 with a budget of $210 million, and was consequently the most expensive film made at the time of its release. It had extensive visual effects created by 11 different companies.
X-Men: The Last Stand premiered in the Out of Competition section at the 2006 Cannes Film Festival,[8] and was released theatrically in the United States on May 26 by 20th Century Fox. It grossed approximately $459 million worldwide, becoming the seventh-highest-grossing film of 2006; it was at the time the highest-grossing film in the series and after 2018 stood as the fourth-highest-grossing film of the franchise. It received mixed reviews from critics and was deemed inferior to its predecessors.
In the present, Worthington Labs announces an inoculation, to suppress the X-gene that gives mutants their abilities and offers the "cure" to any mutant who wants it. The cure interests some mutants such as Rogue, who cannot touch anyone without harming them, while others are wary of it. Magneto re-establishes his Brotherhood of Mutants with those who oppose the cure, warning it will be weaponized to exterminate the mutant race. With help from Pyro, Callisto and several other mutants, Magneto attacks a mobile prison and frees Mystique, Multiple Man and Juggernaut. Mystique shields Magneto from a cure dart and loses her mutant abilities. Magneto abandons her.
Scott Summers, still distraught over the loss of Jean Grey, drives to her resting location at Alkali Lake. Jean appears to Scott but, as the two kiss, Jean kills him. Sensing trouble, Xavier sends Logan and Storm to investigate. When they arrive, they find only telekinetically floating rocks, Scott's glasses, and an unconscious Jean.
At the X-Mansion, Xavier explains that when Jean sacrificed herself to save them, she also freed the "Phoenix", a dark alternate personality with godlike destructive potential which Xavier had telepathically repressed. Logan is disgusted to learn of this psychic tampering with Jean's mind but, once she awakens, he discovers that she killed Scott and is not the Jean Grey he once knew. The Phoenix emerges, knocks out Logan, and escapes to her childhood home. Learning of Jean's resurrection, Magneto and the Brotherhood arrive at the Grey home at the same time as the X-Men. Magneto and Xavier go in, and both vie for Jean's loyalty until the Phoenix resurfaces. She destroys the house and disintegrates Xavier, then leaves with Magneto.
Interrogating a depowered Mystique, the FBI discovers Magneto's base in the woods and raids it. However, the detected human heat signatures in the camp are Multiple Man and his copies. Magneto and the Brotherhood attack Alcatraz with the intention to kill a young mutant named Jimmy, whose genome is used to create the cure. They overwhelm the military troops until the remaining X-Men arrive to confront them. During the fight, Kitty Pryde saves Jimmy from Juggernaut. Logan distracts Magneto for Hank McCoy to inject him with the cure, nullifying his powers. The Phoenix awakens and begins destroying anyone within range of her powers. Logan realizes that only he can stop the Phoenix due to his healing factor and adamantium skeleton. When Logan approaches her, Jean momentarily gains control and begs him to kill her. Logan fatally stabs Jean, killing the Phoenix, but mourns her death.
Sometime later, mutant rights are finally obtained and Xavier's school is still operating with Storm as headmistress. The President of the United States appoints McCoy as ambassador to the United Nations. Rogue, having taken the cure, rekindles her relationship with Bobby Drake. Meanwhile, Magneto sits at a chessboard in San Francisco, seemingly human and weak. As Magneto gestures toward a metal chess piece, it wobbles slightly.
Additionally, Elliot Page[b] appears as Kitty Pryde: A mutant with the ability to phase through matter and walk through solid objects, her clear affection for Iceman further adds to the tension already present between Iceman and Rogue. Maggie Grace was considered for the role,[29] before Ratner invited Page, who impressed the director with his performance in Hard Candy. Page initially declined, not wanting to yet jump to Hollywood filmmaking, but accepted after reading the script.[30] Page said part of his motivation was having a new experience: "I thought, well, when else am I going to have a chance to wear a leather suit and run through exploding things? Why not be a superhero for a change?"[31] Daniel Cudmore appears as Peter Rasputin / Colossus: A mutant with the ability to transform his body into an organic steel, while also granting him superhuman strength and a resistance to physical damage while in that form. Cudmore wore a foam latex muscle suit covered with a chrome-plated plastic plus a hard plastic head to have the metal skin on the set, with some digital augmentation being used to enhance the facial expressions. A digital double was used only for stunts that could not be achieved practically, such as the Fastball Special where Colossus throws Wolverine at Magneto.[20] Ben Foster appears as Warren Worthington III / Angel: The mutant son of an industrialist, who has feathered wings which allow him to fly. The static wings were models with a 15 feet (4.6 m) wingspan and 5 feet (1.5 m) height glued to Foster's back, replaced with computer-generated ones when movement was required.[20]
Cayden Boyd appears as young Angel, Michael Murphy appears as Warren Worthington II: The head of Worthington Labs, the corporation developing the "cure", Worthington expects to rid his son of his mutant abilities. The addition of the character allowed Angel to integrate into the cure plot,[32] which also added a parallel between Warren's discovery of his son's mutation with a father finding out about his son's homosexuality.[17] Dania Ramirez appears as Callisto: The leader of the Omegas, Callisto is a mutant with enhanced superhumanly acute senses, who senses mutants and their powers, and possesses superhuman speed and is an expert hand-to-hand combatant. The character combined the powers of the comics' Callisto with another of the Morlocks, Caliban, and was written as someone who could be "beautiful, but with a tough persona".[33] Ramirez had originally auditioned to play the mutant prostitute Stacy X, and impressed Brett Ratner so much that he decided to bring her in to play Callisto.[34] Shohreh Aghdashloo appears as Dr. Kavita Rao: A scientist who works at Worthington Labs on the mutant cure; she is killed by Kid Omega. Aghdashloo signed without a completed script, and erroneously said her character would be mutant doctor Cecilia Reyes.[35] Josef Sommer appears as the President: The President of the United States is tolerant of mutants, but fearful of the Brotherhood's threats. While creating the role, the producers felt that a "different" president, like an African American or a woman, had become a clich in itself and went for a traditional route with an elder Caucasian man.[12] Sommer was invited by Ratner following their collaboration in The Family Man.[33] Bill Duke appears as Trask: The head of the Department of Homeland Security, Trask aids the president of the United States during the war against the mutants. The character is probably related to the comic books' Bolivar Trask; however, his first name is never mentioned in the film and he is portrayed as African American. In the comics, Bolivar Trask is the head of Trask Industries and creator of the mutant-hunting Sentinels. Eric Dane appears as Multiple Man: A mutant and thief recruited by the Brotherhood in a prison truck, Madrox has the ability to create a very large number of copies of himself. The writers considered Dane's performance memorable despite being featured in only two scenes.[33] Madrox's wardrobe invoked the symbols worn in his comics costume.[12]
Bryan Singer, the director of the first two 20th Century Fox X-Men films, left the project in July 2004 in favor of developing Superman Returns for Warner Bros. Pictures.[39] Singer stated that he "didn't fully have X-Men 3 in my mind" in contrast to a fully formed idea for a Superman film and interest in joining that franchise.[40] By the time of his departure, Singer had only produced a partial story treatment with X2 screenwriters Dan Harris and Michael Dougherty, who accompanied him to Superman Returns. The treatment focused on Jean Grey's resurrection,[41] which would also introduce the villainess Emma Frost, a role intended for Sigourney Weaver.[42][43] Frost was an empath manipulating Jean's emotions in the treatment and, like the finished film, Magneto desires to control her. Overwhelmed by her powers, Jean kills herself, but Jean's spirit survives and becomes a god-like creature, which Dougherty compared to the star child in 2001: A Space Odyssey.[44]
New contracts for returning cast members were made, as the actors and actresses had signed for only two films.[45] Hugh Jackman's contract included the approval of director,[46] initially offering the position to Darren Aronofsky, with whom he had just finished filming on The Fountain (2006).[47] Joss Whedon, whose comic book storyline "Gifted" from Astonishing X-Men which he wrote was integrated into the script's plot, turned down the offer because he was working on a Wonder Woman film.[48] Rob Bowman[49] and Alex Proyas[50] were also rumored to be up for consideration, though Proyas personally turned it down, citing feuds with Fox president Thomas Rothman while producing I, Robot.[51] Zack Snyder was also approached, but he was already committed to 300.[52] Peter Berg was also considered to direct the film but he too turned down the job. Guillermo del Toro was also offered to direct the film but turned down as he was already committed to Pan's Labyrinth (2006).[53] In February 2005, with still no director hired, Fox announced a May 5, 2006, release date, with filming to start in July 2005 in Vancouver.[54] One month later, the studio, signed Matthew Vaughn to direct, and pushed the release date three weeks to May 26, Memorial Day weekend.[55] Vaughn cast Kelsey Grammer as Beast, Dania Ramirez as Callisto, and Vinnie Jones as Juggernaut, but family issues led him to withdraw before filming began.[29][56] Vaughn was also cautious of the tight deadlines imposed by Fox, stating that he "didn't have the time to make the movie that I wanted to make".[57] In October 2023, Vaughn stated that he left the project after a group of executives had tried to sign Halle Berry on with a fake script, which included scenes of Storm rescuing kids from Africa.[58]
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