X-Men 3: The Last Stand wasn't the train wreck I was expecting. It's convoluted and rushed to be sure, but there's a lot in there that I really enjoyed. I think going in with low expectations helped.

Firstly, I'd like to say that I did not follow the comics. I have a basic knowledge of the X-Men mythology but I'm not an avid fan. I'm basing this review on the cinematic experience and thus have no way of knowing if this movie presents character and story arcs as they were presented in the comic books. However given the movie's length (a brisk hour and forty minutes) and rushed nature of the project, I'd have to suspect that liberties were taken. For those of us free of such concerns The Last Stand is a popcorn spectacle - fueled by breathtaking special effects and adrenaline pumping action, it delivers the goods.

X-Men 3 opens in the past and gives us a glimpse into the first encounter that Charles Xavier (Patrick Stewart) and Eric Lensherr, aka Magneto (Ian McKellen), had with a very young Jean Grey. As you know, Grey met with a most horrible tragedy in the second film, and this brief opening sets the stage for her story arc (it involves a character known as Pheonix). This sequence is followed by a less important one, as we're introduced to a young mutant named Warren Worthington (Ben Foster), aka Angel. He's so terrified that his father will be ashamed of what he is, that he desperately tries to rid himself of his apparent defect. Worthington's scenario does come into play later on in the film, still he has such a minor part that the whole flashback sequence feels a tad irrelevant. We are then brought to the present where Wolverine, Storm, Iceman, Rogue, and several new recruits prepare for the inevitable battle that awaits them. Scott (James Marsden - soon to be seen in Superman Returns), aka Cyclops continues to deal with the pain that has consumed him following the loss of Jean, but he soon discovers a startling reveal while visiting her watery grave.

Meanwhile, hatred continues to fill Magneto's heart. When the increasingly angered mutant discovers that the government has created a so-called cure for the mutant gene, this only heightens his rage. Gradually, he builds an X-army, waiting for the perfect time to strike. X-Men 3 wastes no time getting to the action. Sadly there is little time for character development because new mutants (including Kelsey Grammer's engaging Beast and Ellen Page's spunky Kitty Pryde) are continuously introduced at a feverish pace. The bulky Juggernaut (with his lame, styrofoam looking helmet) is a dull addition to the team, while familiar mutants (including Anna Paquin's Rogue) are virtually pushed to the side (although I like the subplot in which Rogue must decide whether a human touch is worth getting the cure for).

The Last Stand was directed by one Brett Ratner. The moment it was revealed Ratner would take on the project (Bryan Singer was off making Superman Returns while Layer Cake's Matthew Vaughn left shortly before production due to personal issues), movie geeks everywhere vented their complete and utter disgust. Myself included. Don't get me wrong. I don't hate Ratner, but I wouldn't say there's anything particularly distinctive about him. His high grossing Rush Hour films pretty much directed themselves, while his take on Red Dragon was about as safe as a movie can get. There was no sense of immediacy to his paint by numbers prequel (Michael Mann's Manhunter was superior). So, the moment the news broke that Ratner would be helming what would presumably be the last X-Men film, I was worried that the franchise would bow out on a sour note. I was much more excited at the notion of an energetic newcomer like Matthew Vaughn directing. Thankfully, Ratner has risen to the occasion and done justice to the beloved series. In fact, this is probably his strongest effort as a movie maker. He has a true feel for pacing, and his action scenes are incredibly well drawn and executed.

Most of the cast returns in what feels like a direct continuation of the last installment both in terms of character and tone. The threads of subplots started in the previous picture are picked up here and expanded upon. There's a major plot line involving Jean Grey and further friction between do gooder Iceman (a likable Shawn Ashmore) and his School for the Gifted foe Pyro (Aaron Stanford). No back story for Wolverine this time out (although it's been reported we'll get a spinoff movie) but Hugh Jackman's rough and tough mutant gets to kick plenty of ass. We also get a little more insight into Professor Xavier and Magneto's love/hate relationship.

X-Men 3 offers up a surprising level of heartfelt drama. In fact, the positive elements in the film outweigh the negative. The Last Stand's themes of alienation and discrimination tend to be a tad heavy-handed (the cure for mutants isn't exactly handled in a restrained manner - it's a painfully obvious metaphor for homosexuality). The first two films dealt with similar issues, but they were far more subtle.

What's more, The Last Stand would have benefitted greatly from a longer running time. The rate at which some scenarios are introduced and rapidly resolved is enough to irritate any true film lover. For example, Mystique's exit from the picture would have been far more effective had it not happened so damned abruptly. The beautiful Rebecca Romijn handles this particular sequence with a surprising amount of grace, but the scene plays like the cinematic equivalent of premature ejaculation. There are other such sequences as well. Fox's insistence upon overloading the film does hurt the proceedings, and so do the moments of undeniable cheesiness (moments that aren't helped by an extremely weak score by John Powell and David Hykes). Thankfully, the cheesiness is ultimately trumped by eye popping special effects and furious action sequences.

The cast is terrific save for a lackluster Halle Berry. In her defense however, I wasn't as annoyed by her here as I was in the first picture. She's kept in check to a certain point, though two pivotal moments in the film don't reach the emotional resonance they're supposed to because the Oscar recipient isn't up to the emotional challenge. Thankfully though, she has no lame dialogue involving lightening and toads. Jackman is completely comfortable in Wolverine's shoes at this point. It's obvious that he's having a good time, and that swagger that came with the first two movies is still on full display here. Patrick Stewart and Ian McKellen remain class acts. They could recite the Poseidon screenplay and make it sound good. Shawn Ashmore is charming and low key as Iceman, while new addition Ellen Page (hot on the heels of a star making turn in the gripping Hard Candy) manages to make an impressive mark as Kitty Pryde despite it being a small role. Cameron Bright (the bright, talented youngster from Thank You For Smoking and Birth) is underused as the root of "the cure." Quite frankly, I thought he'd come into play in a bigger way during the end of the picture. Kelsey Grammer is just perfect as Beast. He's charming, likable and tough when he needs to be. A very engaging performance. The biggest surprise though, comes in the form of the gorgeous Famke Janssen. Even though she doesn't clock in a lot of screen time, Janssen is enormously effective as the conflicted Jean Grey. One moment, she's the sweetest girl on Earth, and the next she's Regan from The Exorcist. Janssen brings this character to life with a surprising level of emotional depth.

If X-Men 2 is the "Wrath of Khan" of the franchise, then I suppose X-Men 3 could be considered "The Search For Spock" or, as many are referring to it, "Return of the Jedi." It certainly has similar elements. Whatever the case may be, Ratner has done an admirable job - given the script he had to work with. He's no Bryan Singer, but he has kept the franchise alive. Should Fox opt to do a fourth, I encourage them to take their time. For what it's worth though, I'm certainly surprised that a movie I fully expected to suck, actually entertained me more than Mission Impossible III and The Da Vinci Code.

On a side note, stay through the end credits. There's a huge surprise that's sure to delight X-Men fans.