ByJonathan Patrick, writer at Creators.co
Writer | Fanboy | Firebender | Creator
Jonathan Patrick

It is an x-citing time to be an fan, especially for those who love Jean Grey and the Phoenix saga. With news that the next X-Men film, , will be released November 2018, there is a lot of buzz about our former Marvel Girl. The idea of the Phoenix rising on the big screen once again excites us, but also invokes the bittersweet memory of X-Men: The Last Stand, the entity's first theatrical debut.

'X-Men: The Last Stand' [Credit: Fox]
'X-Men: The Last Stand' [Credit: Fox]

When asked what X-Men film is the worst (barring X-Men Origins: Wolverine), many fans point to the third installment, X-Men: The Last Stand (X3). Celebrating its eleventh anniversary this May, X3 was to be the most promising film in the series, following the highly successful X2: X-Men United. Sadly, it left many fans furiously disappointed.

While word of mouth was not kind to the film, Rotten Tomatoes scores it at 58%, with an audience score of 61%. So it seems not everyone dislikes the film, and for good reason.

Even the strongest X3 critics must admit that when it comes to certain aspects of the film, Ratner and his team did well. While some of these are just momentary crowd pleasers, others changed the X-Men cinematic universe forever. From character casting to comic book Easter eggs, here are 11 things X-Men: The Last Stand did right:

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1. Kitty Pryde Becomes an X-Man

'X-Men: The Last Stand' [Credit: Fox]
'X-Men: The Last Stand' [Credit: Fox]

In the original trilogy, Shadowcat was portrayed by three different actresses, with the first two only appearing in brief cameos. In both X-Men and X2, Kitty quickly phased through objects in blink-and-you'll-miss-her moments, never to be seen in the film again. That all changed when Ellen Page was cast in a more important role for X3.

'X-Men: The Last Stand' [Credit: Fox]
'X-Men: The Last Stand' [Credit: Fox]

In the film, catches Iceman's eye, rivaling Rogue as his love interest. The two share more than one intimate moment, including an impromptu ice skating session that did not go unnoticed by Rogue. The budding romance between Kitty and Bobby not only pushed Rogue in her decision to get the mutant "cure", but also further distanced the films from the comics. Prior to the movies, fans were used to Colossus being Kitty's main squeeze.

'X-Men: Days of Future Past' [Credit: Fox]
'X-Men: Days of Future Past' [Credit: Fox]

Shipping Kitty and Iceman together gained traction, however, and the two were seen as a couple in the original X-Men: Days of Future Past (DOFP) timeline. In The Rogue Cut, the love triangle X3 started was lightly revisited. In the new timeline, Kitty is seen teaching a class alongside Colossus, (hint, hint). Whichever timeline you follow, The Last Stand set Kitty up with an interesting love life. Now we just need her to meet Peter Quill of .

On the battlefield, Shadowcat proved to be just as badass as her comic book equivalent. Without hesitation, she took on the Juggernaut and saved Leech in the famous "I'm The Juggernaut, Bitch" scene. Both in the Danger Room and along with the X-Men on Alcatraz Island, Page did justice to Kitty, embodying her with strength and tenacity.

[Credit: Marvel Comics]
[Credit: Marvel Comics]

Whether planned or coincidental, Kitty's new role as a featured X-Man in the film coinciding with Cyclops' departure echoed the events of Uncanny X-Men #138. In this issue, Kitty arrived at Xavier's school to join the X-Men just as Cyclops quit the team to deal with Jean's death.

'X-Men: Days of Future Past' [Credit: Fox]
'X-Men: Days of Future Past' [Credit: Fox]

Having returned in DOFP, Page's return made her the only actress to reprise the role twice, and the X-Men would never be the same again.

2. Phoenix and Professor X's Psychic Battle Scene

'X-Men: The Last Stand' [Credit: Fox]
'X-Men: The Last Stand' [Credit: Fox]

Regardless of how you feel about the Phoenix killing Professor Xavier, there is no denying that the phenomenal scene was perhaps the most well executed part of the film. It was visually stunning, gave us all the feels, and was a total game changer.

In loosely keeping with the comic book narrative, Jean returned to her family's home where she struggled between her humanity and the Phoenix's increasing primal, destructive impulses. Xavier tried to reason with her, but in her confusion, Jean began to lose control. When confronted by Xavier about Scott's murder, the Phoenix completely took over, and a psychic duel began between the two.

[Credit: Marvel Comics]
[Credit: Marvel Comics]

In the source material, Xavier gained the upper hand in the duel and created new psychic barriers, reducing Jean's power and allowing her normal personality to reassert control.

However, Phoenix gained the upper hand in X3, telekinetically overwhelming Xavier. With Magneto and Wolverine looking on, Xavier pleaded with Jean not to let her power control her. Without a word, Phoenix disintegrated her former mentor through atomization. When the Phoenix receded and Jean reemerged, she looked at Xavier's empty chair, stunned, confused and saddened.

Janssen's third performance as Jean Grey was highly praised by both fans and critics. Despite criticism for its aimless nature, Janssen's acting was on point. Total Film summed it up best, stating:

Best of all is Famke Janssen’s electrifying return as the Phoenix. Playing the super-freaky mind-control goddess like GoldenEye's Xenia Onatopp's all-powerful psycho sister, her scenes – particularly that one with the house – crackle with energy and tragedy. If only the rest of X3 had followed suit.

Janssen won a 2007 Saturn Award for Best Supporting Actress for her role in the film. The showdown between Phoenix and Professor X itself was even nominated for Scene Of the Year by the British film magazine Empire.

'X-Men: The Last Stand' [Credit: Fox]
'X-Men: The Last Stand' [Credit: Fox]

Jean's embodiment of the Phoenix was both eerie and awe-inducing. The visual tones of the scene made the consumption of Jean's consciousness by the Phoenix sadly beautiful. The special effects used to bring the Phoenix persona forth, along with the demise of both the Grey house and Xavier, were exceptional. As a result, the film was a contender for the 2007 Best Special Effects Saturn Award.

The scene also unleashed the full glory of John Powell's Phoenix theme. The score enhanced the intensity of the scene exponentially with its pulse racing drums and haunting vocals ushering in end of Professor X. Powell's score was a highlight of the film and was nominated for a Saturn Award for Best Music.

3. Storm Finally Takes Flight

'X-Men: The Last Stand' [Credit: Fox]
'X-Men: The Last Stand' [Credit: Fox]

The moment Ororo Munroe flew across the Danger Room, we were impressed, but it wasn't until she took to the skies outside the Grey residence that fans went wild. After all this time, Storm was finally flying! Sure, you could argue that she first flew up the elevator shaft while fighting Toad in the original X-Men film, but that was nothing compared to her power in X3.

'X-Men' [Credit: Fox]
'X-Men' [Credit: Fox]

There are a lot of things that we love about Storm, and one of those is her ability to call upon the wind to give her flight. Seeing Storm so grounded in the previous films seemed out of character. Her use of flight to bust up Magneto's crew outside the Grey house, along with an electrifying entrance during the Alcatraz battle made up for her grounded state in the previous two films. Following The Last Stand, the character would take flight in all subsequent film appearances.

'X-Men: Days of Future Past' [Credit: Fox]
'X-Men: Days of Future Past' [Credit: Fox]

Storm's sudden aptitude for flying is something we owe Halle Berry for. “I wanted to fly,” Berry told Total Film. “I’ve worn this cape for two movies and I wanted to put it to use."

Berry's dedication was deep; the actress also mention that her weak stomach required the crew to keep a bucket on hand during filming for when she projectile vomited.

4. Hatley Castle Continues as the Xavier Institute

'X-Men: The Last Stand' [Credit: Fox]
'X-Men: The Last Stand' [Credit: Fox]

While it may be a small thing to appreciate, it was nice that Xavier's school remained the same for at least two X-Men films. Throughout the films as a whole, the mansion at 1407 Graymalkin Lane was depicted with several different buildings. Beginning with X2, Hatley Castle outside Victoria B.C. made its first appearance in the franchise. Keeping an air of consistency among the films, Ratner used the same facility in X3.

'X-Men: The Last Stand' [Credit: Fox]
'X-Men: The Last Stand' [Credit: Fox]

Despite being home for the X-Men, it seemed easy enough for viewers to overlook the change in housing from the first film to the second. Yet, X2 put a spotlight on the mansion heavily, with notable scenes (including Logan's return and Stryker's invasion) taking place within it. While X3 brought many changes, thankfully this was not one of them.

'Deadpool' [Credit: Fox]
'Deadpool' [Credit: Fox]

Fans with a sharp eye will notice Hatley Castle as the X-Mansion again in Deadpool. Fun fact: Fox's 1996 made-for-TV X-Men film, Generation X, also used the castle as the Xavier Institute!

5. Iceman Turns to Ice

Like other characters in the first two films, it felt like Iceman's abilities were being held back. With Iceman, Rogue, and Pyro being depicted as teenagers, they had yet to fully master their mutations. For many, it was frustrating to see Bobby in a live action film simply doing a few ice-themed tricks. Those who read the comics never had to wait to see Iceman in ice form; he was almost always in it. It was practically his natural state ever since his mutation kicked in.

[Credit: Marvel Comics]
[Credit: Marvel Comics]

With that in mind, it made for great fan service when Iceman faced off Pyro during the Alcatraz scene. Just when Pyro was about to go in for the kill, Iceman went 'full Iceman'.

'X-Men: Days of Future Past' [Credit: Fox]
'X-Men: Days of Future Past' [Credit: Fox]

Though the moment was brief, it was a turning point for the character. DOFP saw Iceman return with complete control over his frosty abilities. Though they were short, Bobby's scenes were fantastic. Ratner allowed the films to finally do the character justice worthy of his comic book origins.

6. Storm Becomes the Leader of the X-Men

'X-Men: The Last Stand' [Credit: Fox]
'X-Men: The Last Stand' [Credit: Fox]

Storm's rise to lead the X-Men is one that first occurred in 1980's Uncanny X-Men #139. In the wake of Cyclops' leave of absence after Jean's death, Chris Claremont established the Weather Witch as the leader of the team. When Cyclops later returned, he and Storm went head-to-head in a duel for the spot of leader. In an unforgettable event, Storm defeated Cyclops.

[Credit: Marvel Comics]
[Credit: Marvel Comics]

The Last Stand lifts some of this comic's narrative. In the film, Xavier told Storm he thought that, with Cyclops forever changed by Jean's death, she would become leader someday. That day came very quickly, as Cyclops was killed almost immediately.

If anything, Xavier's sentiment was his way of giving up on Scott's ability to be counted upon. As the Danger Room scene illustrated, Cyclops was shirking his responsibilities, leaving Storm to pick up the slack.

'X-Men: The Last Stand' [Credit: Fox]
'X-Men: The Last Stand' [Credit: Fox]

Beyond paying tribute to Storm's history as a leader in the source material, her promotion also came as the result of Halle Berry's demands. Berry stated she would not return unless Ororo had a significant presence comparable to that in the comics. This, in conjunction with James Marsden ducking out for Superman Returns, provided a perfect storm demanding a new team leader.

7. Kelsey Grammer Brings Beast to Life

'X-Men: The Last Stand' [Credit: Fox]
'X-Men: The Last Stand' [Credit: Fox]

Trading in one blue mutant for another, The Last Stand said goodbye to Nightcrawler (making no reference to him at all) and hello to Dr. Henry "Hank" McCoy. The appearance of this core X-Man in the films was a long time coming.

Originally, Beast had been in early drafts for the first film, but budget concerns took him out of the running. To compensate, some aspects of Beast were incorporated into Jean Grey's character, including her roles as a doctor and that of a mutant rights political advocate.

'X2: X-Men United' [Credit: Fox]
'X2: X-Men United' [Credit: Fox]

It was hoped that the Shakespeare-quoting furball would be in X2, which actually happened to a certain degree. As Mystique seduced a security guard at a bar, McCoy made a brief cameo on television in human form. We can assume, retroactively, that he was using the mutant gene suppression serum he had in DOFP.

Fun as this cameo was, it wasn't until Kelsey Grammer was cast that we'd really get the Beast we deserved.

'X-Men: The Last Stand' [Credit: Fox]
'X-Men: The Last Stand' [Credit: Fox]

As expected, Grammer filled the role well, from dignified diplomat to Brotherhood battling badass. Grammer's Beast had a great presence, and even worked in an "Oh, my stars and garters" moment for the diehards.

8. The Danger Room is Activated

'X-Men: The Last Stand' [Credit: Fox]
'X-Men: The Last Stand' [Credit: Fox]

The Danger Room is a place steeped in X-Men lore just as much as any character, but wasn't seen until X3. Much like Beast, budget concerns kept it from a becoming reality in previous X-Men movies. The closest we got was a brief scene in X2 where a room labeled "Danger" can be seen.

The action in X3 kicked off in the Danger Room during a training simulation that harkens back to the Days of Future Past comic. In the room, the X-Men's core conflicts are hinted at, and mutant abilities are showcased as the team combats a holographic Sentinel. Though only shown in one scene, the Danger Room was a great platform for thrusting viewers into the action while immediately setting up major thematic points.

'X-Men: Apocalypse' [Credit: Fox]
'X-Men: Apocalypse' [Credit: Fox]

The Danger Room would come about again in some of the following prequel films. In First Class, Xavier used a nuclear bunker as the mansion to help Havok learn how to control his powers, an event that foreshadowed the need for the Danger Room. The training room also appears at the end of Apocalypse.

9. There is Finally a Sentinel Attack!

'X-Men: The Last Stand' [Credit: Fox]
'X-Men: The Last Stand' [Credit: Fox]

It seems almost impossible to think we got through two films without Sentinel-induced conflict. One draft idea for the first film involved Sentinels attacking the X-Men under the direction of Henry Peter Gyrich and Bolivar Trask, but the story never came into fruition.

'X2: X-Men United' [Credit: Fox]
'X2: X-Men United' [Credit: Fox]

Similarly, Sentinels were planned for X2, but they were reduced to an Easter egg: A folder labeled "Project Wideawake" can be seen on Stryker's desktop along with a slew of other fun references. For those who may not recall, Project Wideawake was a covert, illegal commission initiated by the U.S. President to combat the rising number of American mutants.

'X-Men: Apocalypse' [Credit: Fox]
'X-Men: Apocalypse' [Credit: Fox]

Although the Sentinel in X3 was only a brief shoutout, we can thank The Last Stand for introducing the mutant-hunting robots into film canon.

10. Colossus Serves Up a Fastball Special

'X-Men: The Last Stand' [Credit: Fox]
'X-Men: The Last Stand' [Credit: Fox]

Tying in with the aforementioned Danger Room simulation, we get to see the Colossus/Wolverine fastball special for the first time in live action. An iconic fight move in the comics, the fastball special first appeared in Uncanny X-Men #94. In that issue, just like in X3, Colossus threw Wolverine during a Danger Room training session.

When executing a fastball special, Colossus takes Wolverine and launches him forward, just like a fastball in baseball. Given Colossus' size and strength, his throw can reach unprecedented distances. In the comics, he once threw Wolverine with such speed that it enabled him to reach an in-flight aircraft.

[Credit: Marvel Comics]
[Credit: Marvel Comics]

In X-Men: The Last Stand, the fastball special was used twice. The first instance was in the Danger Room sequence where Wolverine finished off the Sentinel. The second time was during the Alcatraz battle, where Wolverine was thrown at Magneto to distract him from Beast.

In preparation for executing the fastball special, Ratner paid close attention to how it was illustrated in Astonishing X-Men #6. When translating to film, the move appeared to be a little awkward as Hugh Jackman's Wolverine is notably taller than his comic book counterpart, putting him closer in size to Cudmore's Colossus. That being said, it was still a wonderful callback to an age-old X-Men staple.

11. Dr. Moira MacTaggert Makes Her Film Debut

'X-Men: The Last Stand' [Credit: Fox]
'X-Men: The Last Stand' [Credit: Fox]

Dr. Moira MacTaggert is a well known character in the X-Men comics universe, fighting alongside mutants and having had romances with both Charles Xavier and Banshee. The ever intelligent and beautiful Scottish geneticist may not be a mutant herself, but she is a first-rate character who has been around since 1975. In X3, she finally made her film debut.

Portrayed by Olivia Williams in an uncredited role, MacTaggert first appeared in a video Xavier showed his class. In the video, MacTaggert presents an older male patient with no higher brain activity. Laying some sneaky groundwork, Xavier ties the video in with a class discussion about the ethics of using mutant powers to do things like transfer the mind of a dying man into the body of someone like Moira's patient.

'X-Men: The Last Stand' [Credit: Fox]
'X-Men: The Last Stand' [Credit: Fox]

MacTaggert later appeared again at Xavier's funeral, where she can be seen sitting next to Beast. In a case of actions being louder than words, Moira's presence at the memorial hints at her longtime relationship with Charles, which fans familiar with the comics will easily piece together.

Moira's last cameo is by far the most shocking. In a mid-credit scene, we see the patient discussed in Xavier's class as MacTaggert walks in and begins tending to him. Suddenly, from the patient's direction, Xavier's voice utters Moira's name.

Despite playing a small role in the film, and seemingly having no idea about Xavier's plans for self-preservation, Moira helped provide one killer ending to the original trilogy.

Taking all of this into account, it's clear that Brett Ratner got a number of things right when bringing X-Men 3: The Last Stand to life. With a new Phoenix saga possibly in the works from Fox, there's never been a more appropriate time to revisit the film, despite its critical reception.

What was your favorite part of X-Men: The Last Stand? Share in the comments below!

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