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After Bryan Singer leaves the still-untitled X-Men 3 in July 2004, Fox Studios offers the director’s chair to Darren Aronofsky who just finished filming The Fountain with Hugh Jackman. Aronofsky comes with some ideas of his own, but builds the film around the framework left by the previous creatives--including the use of "The Dark Phoenix Saga" and Emma Frost character.
The film ultimately caps the grounded / more-realistic approach to X-Men that began with Bryan Singer's 2000 original. Although this entry does provide an end-point for some characters/storylines, the door is left wide-open for Fox to consider a sequel trilogy, or spin-off projects in addition to X-Men Origins: Wolverine and Magneto.
X-MEN III: PHOENIX
directed by Darren Aronofsky
Summer 2006
FULL CAST
SYNOPSIS w/ CONCEPT ART & GIFS
The film ultimately caps the grounded / more-realistic approach to X-Men that began with Bryan Singer's 2000 original. Although this entry does provide an end-point for some characters/storylines, the door is left wide-open for Fox to consider a sequel trilogy, or spin-off projects in addition to X-Men Origins: Wolverine and Magneto.
X-MEN III: PHOENIX
directed by Darren Aronofsky
Summer 2006
FULL CAST
LOGAN / WOLVERINE: Hugh Jackman
JEAN GREY / PHOENIX: Famke Janssen
PROFESSOR X: Sir Patrick Stewart
X-MEN
STORM: Halle Berry
CYCLOPS: James Marsden
ROGUE: Anna Paquin
ICEMAN: Shawn Ashmore
COLOSSUS: Daniel Cudmore
SUPPORTING
KITTY PRYDE: Ellen Page
SECRETARY HANK McCOY: Kelsey Grammer
FORGE: Adam Beach
HELLFIRE CLUB
EMMA FROST: Sigourney Weaver
JUGGERNAUT: Vinnie Jones
HARRY LELAND: Roger Allam
SHINOBI SHAW: Ken Leung
GENOSHA / BROTHERHOOD
MAGNETO: Sir Ian McKellan
MYSTIQUE: Rebecca Romijn
PYRO: Aaron Stanford
US GOVERNMENT
PRESIDENT McKENNA: Cotter Smith
GENERAL TRASK: Hugo Weaving
VICE PRESIDENT: Željko Ivanek
ADDITIONAL
DR. JOHN GREY: Gabriel Byrne
ELAINE GREY: Lauren Schuler Donner
YOUNG JEAN: Saoirse Ronan
SYNOPSIS w/ CONCEPT ART & GIFS
The voice of PROFESSOR CHARLES XAVIER echoes over a BLACK CANVAS:
“Mutants—born with extraordinary power and yet, still, we are children stumbling in the dark, searching for guidance...”
Suddenly, a FIERY SPECK of LIFE.
“Power can often be a curse. Give someone the power of flight, and they may fly too close to the sun. Give them the power of prophecy, and they may live in fear of the future...”
It grows and twists, SPIRALING like a GLOWING STRAND of DNA.
“Give them the greatest power of all—beyond imagination—and they may think they are meant to rule the world. . .”
We rush through the DNA CHAIN, the edges blurring with speed in a RUSH of MUSIC AND LIGHT:
X-MEN III: PHOENIX
CREDIT SEQUENCE ENDS with the slamming of CEREBRO’S ARMORED DOOR. An IMAGE forms in the door’s BLUE CRYSTAL LOCK:
“Welcome to Annandale-on-Hudson” town SIGN on the ROADSIDE.
TEXT: 30 YEARS AGO
A YOUNG JEAN GREY is involved in a horrific car crash while driving with her PARENTS when her MUTANT POWERS first manifest. They are both KILLED.
At the hospital, CHARLES XAVIER and his then-colleague ERIK LENSHERR a.k.a. MAGNETO arrive to take her to XAVIER’S SCHOOL FOR GIFTED YOUNGSTERS where he promises to teach Jean how to use her gifts for good.
- Their driver is COLLEGE-AGED HANK McCOY (his face is mostly obscured underneath his fedora).
Jean is afraid of her own power—scared that the mansion’s too nice for her, and that she herself is broken:
“Can you fix me?”
“No, Jean, because you are not broken...”
TEXT: THE NOT SO DISTANT FUTURE
MONTAGE (news footage & other) highlight the world in the 3 years since X2: X-Men United:
- Mutant & Human unrest is reaching new heights in the United States, with more and more DEADLY INCIDENTS involving the so-called “ACOLYTES OF MAGNETO” (mutant anarchists carrying out attacks in Magneto’s name).
At a MRD facility in SEATTLE, a WOMAN drops off a PACKAGE that BLOWS UP seconds later as she casually walks away from the ensuing hysteria.
- Some cities in the US have even instituted MUTANT RESPONSE DIVISION (MRD) military outfits to combat mutant “threats” after recent years’ events (like the STATUE OF LIBERTY attack and GLOBAL PSYCHIC ASSAULT):
Her eyes GLOW YELLOW and she smirks—we recognize this as MYSTIQUE.
CUT TO—
LOGAN a.k.a. WOLVERINE is training the NEW CLASS of X-Men in a DANGER ROOM SESSION—the virtual environment toggling between WWII & POST-APOCALYPTIC, courtesy of FORGE in the control room.
Forge is the mansion’s new RESIDENT GENIUS, upgrading everything from the Danger Room to the ground’s security systems.
- It’s implied he’s been with the X-Men for months now, and even developed quite the crush on Storm.
ROGUE, BOBBY a.k.a. ICEMAN, PETER a.k.a. COLOSSUS, and KITTY a.k.a. SHADOWCAT are training, each of their mutant powers on full display.
Throughout the film Rogue will finally come to terms with her mutant power—learning from the FREE-SPIRITED Shadowcat (who Rogue will initially be AT ODDS WITH over Bobby). It’s Shadowcat that puts Rogue’s powers in a NEW PERSPECTIVE for her:
- Shadowcat challenges Wolverine’s authority—who’s humorously barking at them throughout to “USE CODENAMES!”— and the group ultimately fails the mission at hand, forcing Wolverine to step-in and end the SIMULATION.
- Rogue remains hesitant to use her powers and instead relies on DEFENSIVE TACTICS and EVASION to get through the Danger Room.
Iceman initially ENABLES Rogue’s FEAR of her powers (partly due to his own BAD EXPERIENCE with them, and shame stemming from his FAMILY’S REJECTION of him). We see this after the Danger Room session when they’re in the mansion halls and he encourages her to cover up, watch for physical contact, etc. Almost OBSESSIVE, but implicitly clear that he’s doing it because HE LOVES Rogue.
- Every touch for Rogue is so much more MEANINGFUL than any other person—so much MORE PERSONAL— and something that can stay with her forever. Whereas Shadowcat’s biggest worry is that she’s just PHASING THROUGH life. It’s she who envies Rogue; and it shouldn’t be the other way around.
Elsewhere on the mansion grounds, SCOTT a.k.a. CYCLOPS is mourning at the GRAVESTONE of Jean Grey—apologizing for failing to save her (we learn in a conversation between Forge & Logan that Scott has be replaying the scene from ALKALI LAKE in the Danger Room over and over).
- He ultimately sees the error his of his actions—for him, highlighted primarily in his conflict against former friend JOHN a.k.a. PYRO—and begins to FULLY EMBRACE his powers too, but Rogue ultimately ENDS their relationship at the film’s close.
Suddenly, he’s BOMBARDED by HORRIFIC VISIONS of Jean, TRAPPED UNDERWATER & calling out to him, prompting him to leave for Alkali Lake.
- He’s a shadow of the man he once was, no longer fit to lead the X-Men.
It’s evident in these early scenes that Wolverine and Cyclops have essentially swapped roles within the X-Mansion in the years following Jean’s death—with Logan accepting responsibilities, and Scott sliding away & drifting into his own demons...
In WASHINGTON DC, CHARLES XAVIER, along with ORORO a.k.a. STORM, is meeting with PRESIDENT MCKENNA and his ADVISORS inside the OVAL OFFICE—we learn that these have happened regularly since their introduction in X2: X-Men United.
- One of the advisors is DR. HANK McCOY a.k.a. BEAST (a former student at Xavier’s), who is clearly walking a very tight rope as he straddles both sides. He’s INTELLIGENT and WITTY, using every opportunity to break the TENSION and remind the President of the X-Men’s HEROICS.
Further exposition is provided about the MRD bombing, and its revealed a new VIDEO MESSAGE from Magneto claiming responsibility was withheld from the press.
The US doesn’t know where he is, but doesn’t believe that Xavier doesn’t either—Xavier reminds them that Magneto’s HELMET protects him from CEREBRO, but the government’s mistrust of the X-Men marks the UNEASINESS of their ALLIANCE.
- McKenna seems like a good, albeit CONFLICTED, man but we get strong anti-mutant vibes from his VICE PRESIDENT, and SECRETARY OF DEFENSE GENERAL BOLIVAR TRASK who’s keen to roll out the MRD-response NATIONWIDE, and go so far as to implement PROJECT: WIDEAWAKE (teased in a TOP SECRET folder).
Later, among the CHERRY BLOSSOMS, Xavier finds a weary Storm disappointed in the day’s events, her mood affecting the WEATHER. He postulates the long road to PEACEFUL COEXISTENCE, and even suggests she might take his place as HEADMASTER one day:
“Ororo, you of all people know fast the weather can change.”
Next, we’re introduced to the island of GENOSHA—a modern-day mutant commune, fully-run by MUTANT-POWERED innovation (irrigation, electricity, etc.). It’s amazing that this was created in only 3 years...
A luxury BLACK HELICOPTER enters airspace and lands on the island.
EMMA FROST, and her associate CAIN MARKO a.k.a. JUGGERNAUT emerge from the helicopter, and are greeted by the hot-headed Pyro.
Frost & her associate are there to meet with the island’s leader, MAGNETO (MYSTIQUE initially pretends to be Erik, but Frost quickly sees through the ruse and we see Magneto as he truly is now: BEARDED, OLD, and IN-HIDING).
Frost is a powerful telepath, skilled in EMPATHIC MANIPULATION—we see her use her powers to TORMENT Mystique before Magneto reveals himself.
“What happened to the Omega mutant? Where is Jean Grey?”
- It’s clear that there is a HISTORY between Frost and Magneto, and even Xavier too. It isn’t a pleasant history, but Frost assures Magneto that she has NO QUARREL with him nor his subjects. She’ll keep the location of his mutant HAVEN a secret if he helps her locate the ONE MUTANT that she can no longer FEEL:
SMASH CUT to Cyclops riding his MOTORCYCLE along a FORREST-LINED HIGHWAY towards ALKALI LAKE. We follow in montage as he arrives—the surrounding town is LITTERED in USA and CANADIAN MILITARY personnel.
There’s a OUTPOST built surrounding what once was the lake—now a DRIED-UP BASIN. We see General Trask overseeing the operation, inside the NEWLY-RECOMMISSIONED BASE underground.
Back at the mansion, the staff and students are enjoying a NIGHT OFF—Logan cracking open a beer & watching the game, Ororo meditating in her greenhouse, the students enjoying a PARTY on the school grounds (opportunity for mutant cameos: ARTIE, JUBILEE, SIRYN).
- Locals tell Cyclops of STRANGE HAPPENINGS—people getting strange powers, or miraculously being saved; non-native plants growing in the area, etc. (opportunity for cameos: Stan Lee, Chris Claremont, & Len Wein)
Charles enters the familiar CEREBRO CHAMBER, and starts the machine—searching for Cyclops. He finds his protégé SNEAKING past military BARRICADES to the dried-up Alkali Lake. He and Xavier have a psychic talk, and he tells the Professor he just needs CLOSURE.
- Rogue’s first SEEDS of JEALOUSY are sewn/planted against Shadowcat, who’s getting close to Bobby during the party (although it’s completely innocent).
As the two REMINISCE about Jean, intercut with FLASHBACKS of YOUNG JEAN training with the Professor and meeting/falling in love with a young Scott, readings begin to SPIKE across Cerebro—Xavier sees UNUSUAL OCCURRENCES across the globe:
“Scott, get out of there!”
- The Sahara Dessert is now FERTILE, reports of rivers in the Middle East flowing with MILK & HONEY, and finally the RESTORATION of Alkali Lake.
A FLAMING PHOENIX BIRD RISES from the lake waters, and a PSYCHIC BLAST explodes across the globe—felt by all our major heroes, and Emma Frost and Hank McCoy.
At Alkali Lake, in an almost TRANSIENT STATE, Cyclops and JEAN GREY have their EMOTIONAL REUNION in which she REMOVES HIS GLASSES and HOLDS BACK his OPTIC BLASTS.
- Professor X orders Wolverine and Storm to take the X-JET to Alkali Lake. Alone in Cerebro, he ponders the events until he’s interrupted by an INCOMING CALL from McCoy—he’s coming to the institute. Before Xavier can decline, “It wasn’t a request, Professor. It’s either me or the United States army.”
“Jean, is this...are you... real?”
“I don’t know...? Is it?”
She’s KNOCKED UNCONSCIOUS by a ANTI-MUTANT SONIC CANNON by General Trask and his INBOUND FORCES. Cyclops cradles Jean in one arm, and uses his other to fire OPTIC BLASTS at the ADVANCED MILITARY VEHICLES.
The X-JET arrives, with LIGHTNING STRIKING the ground to hold back the ADVANCING TROOPS.
- From the jet, Wolverine spies JUGGERNAUT as he sprints from the back line, and skillfully DODGES the lightning straight towards Jean.
Wolverine leaps at Juggernaut to slow him down—but the giant batters & tosses Wolverine around easily as they fight while Cyclops loads Jean into the jet.
Once that’s done, Storm blows Juggernaut into the lake with HURRICANE WINDS—“you couldn’t have done that earlier?!”
Trask orders his soldiers to STAND DOWN while the X-Jet flies away, already knowing it’s destination.
Back at the X-Mansion SUBBASEMENT, Professor X gives an EXPOSITION dump to the gathered X-Men (Cyclops, Storm, and Wolverine) and Hank McCoy while Jean remains in a TELEPATHIC-INDUCED COMA.
Rogue happens upon Shadowcat half-phased through the wall EAVESDROPPING: “I was here to do the same.”
- He reveals that he had placed MENTAL BLOCKS in Jean's mind as a young girl to keep her from retaining her childhood trauma. Wolverine is shocked at the revelation and calls out Xavier who dismisses him offhand and intends to restore them as soon as he awakens her.
Inside the room, the conversation shifts to General Trask & Juggernaut. “He’s my brother.”
- Shadowcat even convinces Rogue to TOUCH HER for a moment to phase through the wall with her in a BONDING MOMENT.
Frost, using her telepathy to HIDE HER PRESENCE, meets with General Trask amidst the CLEAN-UP at Alkali Lake who confirms that Jean Grey’s body is at Xavier Mansion. Trask is revealed to be part of “hellfire.”
- ADDITIONAL FLASHBACKS to a younger Xavier and Magneto, still friends, first meeting with EMMA FROST, (a human, small) CAIN MARKO, and others in what would later be known as “the HELLFIRE CLUB”— they were radicalists and only looking for power, not caring for mutantkind. And so, Magneto and Xavier left...and it’s been years since he’s seen Cain: “It seems he’s found his POWER.”
In the middle of the night as Wolverine enters the MEDICAL BAY, Jean wakes up—and both lean into their PASSIONATE URGES.
- In the background, we watch a CRANE hoist Juggernaut out of the lake.
When Wolverine slows her down, and mentions the Professor, her personality does an IMMEDIATE SWITCH.
- Through Wolverine’s MEMORY of his conversation with Xavier about Jean’s parents, Jean can go into Xavier’s mind itself & find another TRUTH kept from her—her FATHER IS ALIVE.
The next morning, Cyclops and Storm find Wolverine as he awakes, with Professor X realizing what she’s learned:
“You have no idea—you have no idea what is upon us now.”
At her CHILDHOOD HOME, Jean finds her father alive—he had survived the car crash but FORSOOK HER afterwards. Jean recovers her COMPLETE MEMORY of the car accident and realizes she caused the crash that killed her mother.
- The realization causes her powers to SPIRAL even further out of control.
The X-Men (Wolverine, Cyclops, Storm, and Beast) arrive to bring Jean home, almost simultaneously with the arrival of the MRD (with Frost, Trask, and armed troops) ready to ARREST JEAN.
PANICKING that she won’t be controlled—Jean LASHES out, despite Cyclops attempts to reach her. In the ensuing fight, Professor X is DEMATERIALIZED in front of the gathered forces before a distraught Jean flies away...
- It’s implied that Jean’s CONFUSED EMOTIONAL STATE is being fueled by Frost’s mutant power.
Back at the mansion, Storm speaks at XAVIER'S FUNERAL. Logan is drinking elsewhere on the campus.
Afterwards, the core team discusses CLOSING the SCHOOL.
Storm, in this moment seeing the younger class (Rogue, Iceman, Shadowcat, etc.), where decides to BECOME HEADMASTER as Xavier alluded to earlier.
- McCoy goes back to Washington, saying he'll be needed there to help keep the peace. Cyclops "needs space" (Logan understands).
Meanwhile, a CONFUSED Jean arrives in Genosha seeking Magneto's help--the path not taken, so to speak. Magneto gives her his sales pitch, quickly recognizing her power & thinking of how he can EXPLOIT IT in his war against humans.
She sees past his words & into his TRUE, SELFISH desire for power before leaving in DISGUST. As she begins to fly away, she tells him that she won't save them.
"Who?"
As Jean flies away, Mystique arrives to alert Magneto to an INCOMING SQUADRON OF MILITARY AIRCRAFT. He can see them in the distance and extends his hand--nothing. They don't respond to his MAGNETIC INFLUENCE. It's about to be a BLOODBATH...
Wolverine finds Cyclops drinking away his sorrows at the LOCAL PUB, and the two are finally able to come to an understanding—a MUTUAL RESPECT.
- This scene is intercut with General Trask inside a WASHINGTON DC WAR ROOM, overseeing the inbound forces. This is PROJECT WIDEAWAKE.
"I know where Jean's going."
- Jean calls out to Cyclops PSYCHICALLY, and the two meet on the ASTRAL PLANE -- a WHITE SPACE of nothingness. She's confused, but she wants to know about her power--and she's already met with the two men who would be her MENTOR.
Inside the HELLFIRE CLUB in WASHINGTON DC, JEAN, dressed in a new PHOENIX COSTUME, walks with Frost amongst a gala of UPPER CLASS partygoers: "You were right to come to me. You're stronger than you know."
- In an EXPOSITION DUMP, Frost explains the truth to Jean's power-- it's a COSMIC FORCE, older than time itself, that chooses a host ONCE A GENERATION and it's now been drawn to Jean.
Jean's mind wanders off when she hears Cyclops's voice--"Jean!" He's HERE at the party, and he's come for her--both he and Wolverine, together, dressed in TUXEDOS to momentarily BLEND IN.
- The Hellfire Club's history stretches back to Ancient Egypt where a thousand generations of followers worshiped the PHOENIX GOD, and Frost tried to recruit Xavier & Magneto once upon a time...
The X-Men battle against the Inner Circle (Juggernaut, and 'seemingly powerless' party-goers including SHINOBI SHAW and HARRY LELAND).
- Outside, the X-Men (Storm, Forge, Rogue, Iceman, Colossus, & Shadowcat) stand waiting IN UNIFORM while WELL-DRESSED PATRONS scream & shuffle away. Frost orders her INNER CIRCLE to deal with the X-Men while she WHISPERS the SEEDS OF DOUBT in Jean's ear: "They're here to kill you."
Amidst the chaos, Frost offers Jean an ESCAPE--revealing that she can take this power & SAVE Jean from this life. Distraught & whim to Frost’s empathic manipulations, Jean begins to willingly TRANSFER HER POWER to Frost.
Juggernaut has a rematch against Wolverine, but this time Colossus is there to lend a hand (and calls back to the FASTBALL SPECIAL from the opening Danger Room sequence).
- Cyclops STOPS Frost from FULLY ABSORBING the force from Jean by blasting Frost with his OPTIC BEAM, though Jean LOSES CONSCIOUSNESS from the ordeal.
The X-Men defeat the Inner Circle combatants after Rogue ABSORBS JUGGERNAUT’S STRENGTH and OVERPOWERS them all.
- We focus especially on the reactions of both Shadowcat and Wolverine—proud of Rogue’s emotional character arc.
MRD TROOPS suddenly arrive, WEAPONS DRAWN, and all of the X-Men are arrested.
Then, HELL comes to WASHINGTON.
Magneto, and his ARMY OF GENOSHA MUTANT FOLLOWERS ride atop SENTINELS under his control--
As his forces RAZE DC in retaliation for attacking Genosha, Magneto fills the audience in with narration & flashback sequence:
SENTINELS were able to destroy most of Genosha. They’re made of a NON-METAL ALLOY, and Magneto failed to stop their assault in time. Many DIED, including Mystique...
- We watch an EMOTIONAL FAREWELL as Magneto sees her fall before him—running amongst the crumbling buildings of Genosha to save her fellow mutants.
Enraged, Magneto magnetically fuses the Sentinels with the METAL SCRAPS taken from the ASHES AND RUBBLE OF GENOSHA. They’re now his to control. With the few surviving Genoshans, he takes to the skies on the backs of the Sentinels...
Back in DC, Magneto's forces OVERWHELM the police & National Guard resulting in the release of the X-Men by the MRD to help to defeat the threat—thanks to Beast's last-minute arrival: "Oh my stars and garters!"
"We're not kids anymore."
- Storm rallies the X-Men, stepping up as THEIR LEADER--reaching the younger team members in a way that Wolverine couldn't earlier.
- Wolverine still challenges them, unable to let go of his DRILL-SERGEANT relationship with them: "You got a war, you might not come home. She might not come home. You ready for that?"
The X-Men go off to PROTECT a world that HATES and FEARS THEM, battling against both MUTANT and MACHINE.
Cyclops stays with Jean, who’s still in a weakened state. Frost returns and heads for Jean, quickly defeating Cyclops with her newfound-Phoenix power.
Jean awakens and she battles with Frost--both PHOENIX-POWERED--who once again attempts to fully-drain Jean.
- She reveals that it was her plan to send Trask‘s SENTINELS to Genosha--it was her 'ace-in-the-hole." If she failed to secure Jean's power, the world was going to BURN anyway.
- Her actions pushed Magneto to ignite WWIII so she could rebuild it from the ashes.
Meanwhile, Iceman faces against Pyro, ultimately ICING UP to defeat his former friend.
Wolverine faces against Magneto on the WHITE HOUSE LAWN.
- Magneto’s goal is to assassinate President McKenna and his anti-mutant cabinet—the men he holds responsible for the death of his people.
With the full team distracting Magneto in a COORDINATED assault (again, calling back to the initial Danger Room sequence), Wolverine is able to get close enough to STAB HIM through the CHEST.
In the end, Jean she grabs hold of Frost and FLIES INTO OUTER SPACE. Jean unleashes all her power and kills FROST.
- Magneto dies in Wolverine's arms as the fighting around them quells...
- In a quiet moment, Magneto seemingly has a moment of clarity scanning the fearful faces of DC civilians in the crowds — this isn’t the way. He’s become the very monster that shaped him in that Nazi concentration camp all those years ago...
Before the strain causes her to VANISH in a burst of PHOENIX ENERGY, Jean sees Xavier in the Astral Plane and forgives him— understanding that the X-Men became her REAL FAMILY when her THE WORLD ABANDONED her.
In her final moments she leaves again, Jean meets with Cyclops in the the WHITE ASTRAL PLANE, and encourages him to move on.
In the aftermath of the incident, the world returns to normal.
- Unlike X2: X-Men United, Cyclops is able to have closure and say GOODBYE to Jean Grey.
Xavier's school is renamed the JEAN GREY SCHOOL FOR GIFTED YOUNGSTERS, and Storm formally takes her place as NEW HEADMASTER, with Wolverine, Beast, and the rest of the X-Men present, except Cyclops—
Instead, we find Cyclops far away at a LOG CABIN in ALASKA, a SMALL PLANE sitting on the nearby RUNWAY. Living a quiet life; he’s found his peace...
END.
....
In a MID-CREDITS SCENE, KURT a.k.a. NIGHTCRAWLER BAMFS into DR. MOIRA MCTAGGART'S OFFICE--we're on MUIR ISLAND, on a STORMY NIGHT: "You need to see this!"
OUTSIDE the FRONT DOOR, in the POURING RAIN, a BALD MAN is standing there. Moira runs out to see him for herself.
"Hello Moira."
It's CHARLES XAVIER. And he's WALKING.
THE X-MEN WILL RETURN.
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