Let’s go back to the year 2000 for a moment. X-Men achieved something unexpected. It delivered not only a financially successful film launching a lucrative franchise, but it also garnered a lot of praise and approval from reviewers. The last large-scale comic book adaptation before it was the rightfully panned Batman & Robin, so it was not hard to understand that expectations to see a high-quality comic book adaptation were fairly low. X-Men, however, was not just bland and flashy popcorn fun. It was a dark and smart film that still managed to entertain in its fullest. Despite a large cast and a high number of characters, the movie never lost its focus and treated each character appropriately. The movie’s greatest achievement was, though, that it paved the way for big-budget comic book adaptations to hit the screens and thus opened the door to great movies like X2 and both Spider-Man flicks.

When X2: X-Men United arrived with a huge marketing campaign and big anticipation, it was just astounding how much raves the film has got. It easily managed to outdo its predecessor as far as box-office and critical approval go. What was it magic formula? It basically took the essence of what made the first movie so good and expanded upon it by adding something new. X2 is not considered the best comic book adaptation by many for nothing. It is what one would call a perfect continuation. It picked up the themes of the first and led us further down the path together with the characters which were more explored in the second film. The lack of this formula in the third film is what makes it the downright most disappointing film I have ever seen in theatres in my life.

Ever since the moment Brett Ratner was announced to take over the franchise from Bryan Singer there has been a lot of scepticism. Deservingly so? Yes, but it is sad that all the blame will be on him for this film, even though the screenwriters deserve it just as much at least.

The main premise of the movie is a supposed “cure” for mutancy and the X-gene developed by the government. The idea of having such a cure splits the mutants community it two halves. The ones see it as a certain way out of misery while the others consider it as a dangerous step by the government and a possible attack against mutants. The radical part of the second group is led by Magneto (Ian McKellen) who believes that a war against humans is the only way to solve the issue. Watch out for a nice bin Laden reference there. Moreover Jean Grey is back, but this time as Dark Phoenix, ready to unleash her wrath upon anyone who comes in her way. Sadly, the screenwriters also tried to tackle several other subplots which include two love triangles. With a running time of under 110 minutes it is not a surprise that most of these subplots are badly developed and end in nowhere. Even the Dark Phoenix storyline is not as well-constructed as it should have been and that’s a pity because in the X-Men comics it is one of the best storylines ever. Wolverine’s story is dropped here, even though it was a solid thread that connected the first two installments of the series.

The movie is not bad just very disappointing in comparison. I think Terminator 3: Rise of the Machines is a good analogy here. Both films have two great and highly praised predecessors. Then a director change happened for the final film and while the product ended up solid in both cases it just couldn’t quite match the first two outings. There is some really good construct buried in X3, it’s just that the makers fail to explore its potential fully. There are still many good aspects of the film to be mentioned. The old ensemble cast still works together pretty well with the highlight being Hugh Jackman as Wolverine. Ian McKellen delivers a great performance, in particular towards the end of the film. His character, however, loses a lot of ambiguity that he has shown in the previous films. That is something that applies to the entire film as it draws the line between good and bad pretty clearly. There are several cool appearances by new mutants like Callistro, Beast, Angel and Multiple Man in the film, but sadly all of them are way too short and none of the additions come close to the character of Nightcrawler in X2. Especially the heavily-promoted character of Angel is barely seen in the movie.

The visuals are as great as you’d expect. The effects and the make-up are top-notch. The action is great, even though some of it does not make much sense and seems to be in the film just for the sake of showcasing action. The final battle scene is as senseless as it is impressive. There are several unexpected character demises during the film, but only one of them comes close to the powerful “death” of Jean Grey at the end of X2. The rest just leaves you cold. There are several powerful scenes on themselves throughout the film, most of them between Wolverine and Jean Grey. Thanks to a nice pace and the splendid action set pieces the movie is far from boring and can easily serve as good, light popcorn fun. Unfortunately it is not much more than that either. It will certainly be enjoyable and entertaining to most moviegoers who don’t ask for more, but for a fan of previous X-films, it is a sore letdown.

The reason why it is one of the most disappointing movies I have ever witnessed is not just the quality of the movie itself, but much rather that it is likely the final entry in the series and it is sad to see the series go out this way (even though an after-credits sequence surely leaves a door open for another sequel). It could have been worse, far worse. But seeing what potential the story bears, it is obvious that in right hands it could have been much better too.

As it is, I still give this film a fairly high grade because in the end, it is an X-Men film with an X-Men feel to it. It does not miss that mark. It has all the entertainment ingredients of the predecessors, but doesn’t have the complexity of their storylines. Go in, enjoy this entertaining, but ultimately forgettable romp and don’t expect anything close to the best of the genre. For that, we all should look forward to Sam Raimi’s Spider-Man III and Nolan’s second Batman film.