It’s all-out civil war when controversy surrounding a proposed “cure” for mutancy forces the masses to choose sides. While the X-Men agree with their long-time adversary Magneto that mutancy is not a disease from which to be cured, the two factions cannot help but sweat the details, which leads to the highest casuality count the X franchise has seen so far.

If ever there was a reason to parade out all the superhero mutants, fighting a civil war would be the appropriate time. Too bad the movie knocks off a few favorites pre-war, and then when the fighting begins, you’re left to wonder where the hell is the rest of that ensemble cast?

In X-MEN: THE LAST STAND, many characters are given little or nothing to do except show up for roll call, like the conflicted Rogue (Anna Paquin), shapeshifter Mystique (Rebecca Romijn), and grief-stricken Cyclops (James Marsden), while the newly introduced feathery-winged Angel (Ben Foster) gets less screen time than the movie trailers would have you believe.

As expected, the psychokinetic Jean Grey (Famke Janssen) — who was presumed dead at the end of X2 — rises from her watery grave as Phoenix, and as it turns out she’s not only the most powerful mutant, she’s also highly unstable and dangerous. It’s up to former allies turned opposing mutant faction leaders Charles Xavier (Patrick Stewart) and Magneto (Sir Ian McKellen) to lure Phoenix to their respective sides, and her decision will prove to be a major factor for the not only the fate of the mutant world but of all humanity.

Back in the forefront for this third installment is Hugh Jackman as the quickly recuperating, metal-clawed Wolverine — whose intense reunion with Jean Grey at the mansion clouds his judgment and endangers his allies; Halle Berry who finally gets her chance to shine as the weather-altering Storm; and Shawn Ashmore coming into his own as Iceman. Newcomers Kitty Pryde (Ellen Page) and the furry blue intellectual Beast (the perfectly cast Kelsey Grammer) prove to be worthy additions to the X-Men team as is the returning steel-armored Colossus (Daniel Cudmore).

To aid him in his effort to destroy the cure and rule over all humanity, Magneto forms the Brotherhood of Mutants who assemble at San Francisco’s Golden Gate Bridge, where their new leader tears the bridge from its foundations, relocating it quite dramatically to Alcatraz island, where a facility houses the source of the cure (a young boy named Leech, played by Cameron Bright). This is set up as a pivotal scene to showcase Magneto’s immense power, but the visual effect of the floating bridge comes across as amateurish and unintentionally humorous, while Magneto’s Brotherhood appears ragtag and juvenile — especially the unstoppable Juggernaut (Vinnie Jones), who later battles the young Kitty Pryde.

Better executed were Jean Grey’s morphings into the deadly Phoenix (which were created through visual effects, not with make-up) as well as the various displays of mutant powers, especially those of Xavier’s students who’ve been practicing their skills in the school’s famed Danger Room. A long-anticipated confrontation between Iceman and his former friend Pyro (Aaron Stanford), along with the fierce Storm and Callisto (Dania Ramirez) sparring are highlights of the final battle between the X-Men and the Brotherhood of Mutants, as is Wolverine’s desperate effort to save Jean Grey, the outcome of which will determine the fate all the world.