X2: X-Men United

Original Air Date: 
January 2003

US Premiere: May 2, 2003

Credits: Avi Arad, Stan Lee, Bryan Singer, Tom DeSanto (executive producers), Bryan Singer (director), Michael Dougherty, Dan Harris, David Hayter (screenplay), Zak Penn, David Hayter, Bryan Singer (story), Lauren Shuler Donner, Ralph Winter (producers), Guy Dyas (production designer), Geoff Hubbard, Helen Jarvis (art directors), John Ottman (editors), Elliot Graham (co-editor), Ross Fanger, Kevin Fiege (co-producers), David Gorder (associate producer), John H. Radulovic (line producer), John Ottman (music), Newton Thomas Sigel (cinematography), Louise Mingenbach (costume designer), Patrick Stewart, Hugh Jackman, Ian McKellen, Halle Berry, Famke Janssen, James Marsden, Anna Paquin, Rebecca Romijn-Stamos, Brian Cox, Alan Cumming, Bruce Davison, Aaron Stanford, Shawn Ashmore (actors)

Brief Description: 
Colonel William Stryker, the man responsible for Wolverine's adamantium skeleton and a mutant-hater, plans to kill all mutants on the planet. He drugs the imprisoned Magneto to tell him everything about Xavier's School for Gifted Youngsters and Cerebro, and uses this information to build his own Cerebro in his base in Alkali Lake, Canada. He then uses a mind-controlling device to make Nightcrawler attack the President, earning him the President's agreement for a big operation. With Storm and Jean away tracking Nightcrawler and Professor X and Cyclops away visiting Magneto, Stryker sends his army to the mansion. Colossus manages to lead most students out to safety through hidden tunnels, but six kids, including Artie Maddicks and Jubilee, are captured. Wolverine, Iceman, Rogue and Pyro escape as well and meet with Storm, Jean and Nightcrawler, as the Professor and Cyclops are captured. The army tries to hit the jet, but Magneto saves the X-Men, after Mystique helped him out of prison. Together, they head to Alkali Lake. Stryker is planning to use his mind-controlled mutant son, Jason, to make an illusion that will cause Xavier to concentrate his powers against all the mutants on earth using Cerebro, killing them. Magneto and Mystique manage to reverse the plan, making it kill all humans, but Storm and Nightcrawler manage to save the world, just in time. Jean ends up sacrificing her life to allow her her friends the chance to escape the base. Still grieving, the team head towards Washington where they are able to convince the President to ease restrictions against homo-superior.

Full Synopsis: 
In the Whitehouse, a tour for visitors is beginning. Among the visitors is a mysterious man in a coat, a hat and sunglasses. During the tour, he somehow manages to separate himself from the others despite the security, and goes to another hall. A guard sees him walking around a corner and asks him if he's lost? The man lifts his head, and the guard is horrified to see that he has blue skin and a demonic tail. Before the guard can take out his weapon, the blue mutant leaps at him, drops him to the ground and keeps running down the hall. He alerts the other guards, and they start chasing him, but somehow he slips from them and they can't shoot at him. The President starts leaving to his car, but the mutant is getting too close to his office for them to leave. The mutant leaps at the guards one by one and teleports through the walls at amazing speed. The President's office is filled with guards as the mutant outside takes out the others. Through teleportation, no one can hit him. Eventually, he manages to get through to the President. Watching in terror, the President sees all his guards go down and the mutant teleporting all around the room, leaving clouds of purple smoke after him. When the President is the last one standing, the mutant leaps at him, putting him down on his desk. He shows his fangs then with his tail, picks up a knife, and prepares to stab the President. In the last second, though, one of the guards shoots him in the shoulder when he is not paying attention, and he teleports away, dropping the knife on the desk. The knife has a red stripe attached to it that reads "Mutant Freedom".

At Alkali Lake, in Canada, Wolverine is walking in the snow. He sees the military compound that Professor X was talking about. In the gate, he sees a white wolf. He enters, but finds that nothing is left, but the walls that once surrounded the structure. It is now abandoned and demolished, to his disappointment.

In a museum in New York, the students of Xavier's school are on a field trip. Storm explains to the students about evolution. One of the kids, Artie Maddicks, scares a human girl with his blue tongue, and Ororo calls on him to pay attention. Jean calls another boy to get back to the others, and smiles at Scott, who is across the room. Suddenly, Jean starts hearing many voices in her head – the random thoughts of the people around her. It gets louder and louder until Cyclops notices and asks her if she's okay. She answers that she's fine, it's just a headache, but he knows better – ever since Liberty Island she's been, different. She says that her telepathy has been off lately – she can't seem to focus, she can hear everything. He says that it's not just her telepathy – a month earlier she had to concentrate just to levitate a book or a chair across the room, now when she has a nightmare their entire bedroom shakes. She tells him that her dreams are getting worse – she keeps feeling something terrible is about to happen. He hugs her and says that he would never let anything happen to her. Ororo approaches them and asks if they have seen Bobby or Rogue? Jean scans and says that something's happening in the food court. She's right, as two brothers are picking on Pyro, asking him to give them a light. He has a lighter but, as a joke, refuses. Bobby and Rogue are sitting with him and do not find his teasing funny, though Pyro finds it hysterical. Bobby and John start arguing, and one of the brothers uses the distraction to take the lighter out of John's hands and light his cigarette. They start teasing John, and he decides to teach them a lesson, using the small fire to make a huge flame out of the cigarette in his mouth. People scream as the boy's clothes catch fire, and Bobby hurries to ice him up, putting out the flames. He's not the only one who freezes, though, as suddenly all the people in the room stop moving, frozen in mid-action. Rogue asks Bobby what happened, and he says he didn't do this? In answer, Charles Xavier, wheels in. He tells John that the next time he feels like showing off – not to do it. A news report on television tells about the mutant attack on the Whitehouse, and Cyclops says that he thinks it's time to leave. The Professor agrees and everybody start moving once more, with the students and the X-Men gone.

Later in Xavier's study at the Institute, the X-Men are discussing the attack on the Whitehouse. Cyclops thinks Magneto is behind it, but Jean and the Professor disagree, thinking he won't be able to organize something like this from prison, not to mention it will only hurt his goals. Storm says the government will probably react by reintroducing the Mutant Registration Act, but Xavier fears it could be much worse – they could declare a state of emergency, placing every mutant in the country under arrest. Jean raises the question of the attacker, and the Professor says they have to get to him before the authorities. He's been trying to track him using Cerebro, but his movements are too sporadic. He tells them that when he has the exact location of this mutant, he wants Jean and Ororo to pick him up.

In the President's office, William Stryker is discussing the reaction and asks for authorization for a special operation. Just then, Senator Kelly enters (actually, Mystique in disguise, as the real senator is supposedly dead). President McKenna introduces the two men. Stryker then shows them photographs of Xavier's Mansion, saying that it hosts mutants. McKenna asks where he got the information from, and he answers that from interrogation of one of the mutant terrorists from the Liberty Island incident. Mystique almost blows her cover, calling Magneto by his first name, but corrects herself and asks Stryker if he has access to Erik Lensherr. Stryker confirms, saying that they developed the technology that built his plastic prison. Kelly looks at the photographs and says that the facility is only a school, but Stryker has a hard time believing that, showing them radar images of a jet hidden under their basketball court. That's all it takes to convince the President, he tells Stryker to enter, detain and question, but the last thing they need to see is the body of a mutant kid on the six o'clock news. Stryker leaves the office, and Kelly calls after him in the hall. Stryker introduces Kelly to his personal assistant, Yuriko Oyama, and Kelly comments on her strong handshake. He then asks Stryker if it's possible to arrange a visit at Erik Lensherr's prison? Stryker says it is not possible, as he's the enemy in this conflict. Kelly isn't happy with the word "conflict" and asks Stryker if he really wants to turn it into some kind of war? Stryker says that this already is a war and leaves with Yuriko.

In the Institute, the students are hanging out. Rogue and Bobby are laughing together and are pretty close. He leans to kiss her, but she says she doesn't want to hurt him. He says he's not afraid. Pyro shows another kid a cartoon of Bobby and Rogue kissing, with Bobby looking electrocuted. Bobby tries kissing Rogue again, but she hears something in the hall and happily runs to the entrance to see Logan returning home. They hug and greet each other, and then Rogue introduces Bobby to Logan as her boyfriend. They shake hands and Bobby tells him to call him Iceman as he threateningly frosts over Logans hand. Logan then starts teasing the two on how they get along physically? Bobby answers that they're still working on that. Suddenly, Ororo comes down the stairs and welcomes Logan home, saying that he came just in time – they need a babysitter. Jean comes down after her and greets Logan, Storm leaves to get the jet ready. Bobby and Rogue leave too. Jean explains to Logan that she and Storm are heading to Boston and says that they won't be gone long – the Professor wants them to track down a mutant who attacked the President. He starts flirting with her, when Scott walks down the stair case and asks him if he found what he was looking for? Logan answers him, and Jean kisses Scott goodbye, leaving towards the Hangar Bay. With Jean gone, Logan tells Scott that his bike needs gas, as he tosses him the keys. Scott replies that can fill it up himself, tossing them back to the mutant called Wolverine.

In Erik Lensherr's prison cell, Stryker and his guard come for a visit. Once inside, the guard hits Magneto and Stryker injects him with a mind controlling drug. When the effects of the drug begin to work the guard leaves. Stryker tells Magneto that he wants to have one final talk about the house that Xavier built, as well as the machine called Cerebro!

In Cerebro, the Professor is getting ready to find the mutant attacker. Wolverine enters and the Professor welcomes him back, but not before telling him to put out his cigar. Logan, looking for a place to put it out, finally decides to put it out on his palm, luckily the wound quickly heals. He asks Xavier if he wants him to leave? Xavier tells him to stand still. Everything gets dark, and then millions of dotted lights appear. Xavier explains that these lights represent every living person on the world – the white lights are human, the red are the mutants – through Cerebro he's connected to them and them to him. Logan changes the subject and says that he found the base in Alkali Lake, but there was nothing there. Xavier, seemingly ignoring Logan, says that the broken line represents the mutant who attacked the President – he's been having a hard time getting a lock on him. Logan asks if he can just concentrate harder, and Xavier answers that he could, but it would kill the mutant they are trying to find. Just then, the mutant stops running, and his voice is heard, praying in German. Xavier leaves Cerebro, and Logan asks him to read his mind again. Xavier says that the results will be the same as before – the mind is not a box that can simply be unlocked and opened. He has no doubt that Logan's amnesia, his adamantium skeleton and the claws are all connected, but sometimes the mind needs to discover things for itself. Before wheeling out, he asks Logan to watch over the kids that night, as he and Scott are going to visit an old friend.

Storm and Jean take off on the jet, and Xavier tells them exactly where the mutant is and to bring him to the mansion, wishing them luck.

In Washington, Senator Kelly is walking in Stryker's divisions empty hall. "He" shifts to the form of Yuriko Oyama and goes down the stairs to the computer room. She easily passes the palm reader and, shifting to her true Mystique form, sits at the computer. With Stryker's voice she gets into his confidential database and clicks on the name "Lensherr, Erik M." from a list of names. Information on Magneto, the prison he's held in, and its guards appear, and she prints it. Looking at another screen, she sees a folder named "Cerebro" and clicks on it. Pictures of Cerebro and 3D sketches of it appear on the screen, attached to a 3D sketch of an entire military base entitled "Base of Operations". Just then, the real Yuriko Oyama comes down the stairs, and metal movements can be heard with every step she makes. Mystique tries to find where the base is located, but a password is needed. She hears Yuriko passing the palm reader. Yuriko enters the room, but it's empty. She sits at the computer, not suspecting a thing, when she sees the cleaning guy taking out the garbage. After he tells her he's only taking out the garbage she suspects nothing. The cleaning guy leaves and walks down the hall, passing himself!

That night at an abandoned church in Boston, filled with pigeons, Jean and Storm arrive. They hear the mutant above them speaking in German, but every few seconds the voice's source shifts. Jean understands that he's a teleporter – that's why the Professor had trouble locking on him. They tell him that they're not there to hurt him, they just want to talk. He still will not come down, so they decide to bring him down. Storm's eyes begin to go white, and a lightning bolt comes down, hitting the wood their querry was sitting on. He falls down screaming, but Jean catches him in midair. He begs them not to kill him, as he didn't mean to harm anyone. They ask for his name, and he answers that it's Kurt Wagner. Later, as Jean tends to`his gun wound, he tells them about what happened. He says that he could see it all happening, but he couldn't stop himself – it was like a bad dream. He doesn't remember what happened before the attack – just being at the church. Storm asks Jean to read his mind, but she says she'd rather get him back to the Professor. Storm then asks Kurt about the markings and carvings on his body? He says he did it himself. He then turns over, and shows them a hole on his back.

In the Institute, Logan is again having a nightmare about his past and about what Xavier told him earlier in Cerebro, and wakes up sweaty. He walks downstairs, and hears the TV is on. One of the students, Jones, is sitting in front of the television and changes channels by blinking. Jones asks him if he can't sleep, and Logan jokingly asks "how can you tell?", to which the kid simply answers the obvious – "'cause you're awake." Wolverine asks him what about him, and Jones answers that he doesn't sleep. Logan walks to the kitchen, and finds Bobby eating ice-cream. He opens the fridge and asks him if they got any beer, to which Bobby answers that it's a school. Wolverine asks if that's a no, and Bobby says it is. He asks if they got anything other than chocolate-milk, and Bobby answers they got soda. Logan takes a bottle of soda and hands it to Bobby, who softly blows ice into the bottle to cool it before Logan drinks it.

In prison, Xavier and Cyclops arrive to visit Magneto. Scott has to wait outside as a guard wheels Xavier in on his plastic wheelchair. Magneto welcomes Xavier and asks if he came to rescue him, and Xavier answer "sorry, Erik, not today." Magneto asks why he's there, and Xavier asks him what he knows about the assassination attempt on the President? Magneto answers, knowing nothing. Xavier asks about something not being right, and asks Erik what happened to him. Magneto answers that he had frequent visitations from William Stryker. Xavier knows Stryker, because his son, Jason, was once a student of his years ago. Unfortunately, he wasn't able to help him – at least not in the way his father wanted.

Back in the Institute's kitchen, Logan asks Bobby how long he's been there? Bobby answers, a couple of years. He asks if his parents just sent him off to mutant school? He answers that they think he is attending a prep school. Logan changes the subject to Bobby's relationship with Rogue, and Bobby tells him that it's hard because he wants to be close to her, but can't.

In the prison cell, Magneto changes the subject to Wolverine. It seems that both Xavier and Magneto know something about Logan's past and it has to do with Stryker, but Xavier wants him to figure it out on his own. Xavier again senses that something is very wrong and asks Magneto what he has done. Magneto apologizes and says he couldn't help it. Xavier asks him what he told Stryker, and Magneto answers, everything! Through the plastic holes, some sort of gas can be heard slipping in. Magneto says that the war has begun, and tells Xavier that he should have killed him when he had a chance. Xavier is horrified to figure out what's happening and grabs the plastic doors and screams to Scott. Yuriko Oyama, Lady Deathstryke, enters the plastic hall where Scott is in and fires at him with a plastic gun. Scott shoots an optic blast at her and then beats the two guards. He runs to blast the door to the cell, but Yuriko gets back up and leaps at him with her metallic-sounding body, knocking him down. In the cell, both Xavier and Magneto fall asleep from the gas.

In the Institute, Jones hears something in the hall. He finds a flashlight directed straight at him and soldiers entering quietly. They shoot some sort of arrow at him, and he falls unconscious. In the kitchen, Logan's hyper senses pick up on the soldiers footsteps. He gets up and hushes Bobby.

In the bedrooms of the Institute, the soldiers are shooting their darts at the sleeping kids. One of them, Kitty Pryde, wakes up from the sound and quickly phases through the floor and runs through the walls, until one of the soldiers manage to hit her.

Logan leaves the kitchen, as a soldier sneaks in, almost shooting Bobby from behind. Logan grabs him out in time, though.

In another bedroom, the noise wakes up another student, Theresa Cassidy, and at the sight of the soldiers she releases a strong sonic scream heard throughout the school, shattering all the windows and makes everyone shut their ears with their hands.

The soldier in the kitchen tries firing all over the place, but Bobby ducks in time. The sonic scream wakes up all the kids in their rooms, until a soldier fires at her. Logan goes to berserker rage and pops his claws in the soldier's chest, killing him in front of Bobby's eyes.

In his room, John Allerdyce realizes what happens, grabs his lighter and leaves the room.

Logan and Bobby leave the kitchen and spot some soldiers. Logan tells Bobby to stay put and takes out the soldiers. Bobby hears his fellow students scream and runs upstairs.

Piotr Rasputin, an older student, turns his body to metal, shielding him from the soldiers, and tosses them around.

Logan keeps taking out soldiers as Bobby runs to the elevator to go and find his girlfriend.

Upstairs, Piotr, carrying Siryn, leads some of the other students through the halls. Bobby gets out of the elevator and sees John. He asks him where Rogue is, but he doesn't know. They run to find her. Piotr leads the kids to a secret passage in the wall. Logan finds him and hands him Jones. Piotr says he can help him, but Logan tells him to help the kids. After Piotr and Jones enter the passage, Logan surprises more soldiers.

Bobby and John find Rogue running, and she leads them down the hall. They soon reach a window where soldiers break in and they have to run the other way.

Outside, Piotr and the kids get out from the passage to the yard and run away. Out of one of the helicopters, William Stryker steps down.

Bobby, John, and Rogue are horrified to see a girl fainted but keep running. Again soldiers run in front of them, but Logan jumps at them and quickly takes them out with his claws. They run from some soldiers and enter an elevator, but Logan leaves right before it closes to confront the soldiers. Suddenly, Stryker's voice is heard, telling them not to shoot him yet. Stryker calls him by codename and says that it's the last place he expected to find him in – he hasn't seen him in 15 years. Underground, Rogue says that they have to go back or they'll kill Logan. Pyro says he can handle himself, but Iceman is convinced. Logan doesn't remember Stryker and asks him who he is? Before he can answer, though, a thick shield of ice separates them, Rogue and Bobby call Logan to come. Wanting to get answers, he tells them to go, he'll be fine, but Rogue says that they won't. Stryker bombs the ice, but by then Logan and the kids are already heading to the garage and get into Cyclops's car. Pyro wants to drive, but Logan drives instead. Rogue is in the passenger seat, and the boys are in the back. Logan starts the car with his claws, and they take off. The soldiers, meanwhile, get to the underground tunnels.

On the road, Pyro asks what just happened, and Logan answers that his name is Stryker, but he can't remember who he is. Pyro starts the CD player, but instead a ommunicator comes out. Wolverine says they should head to Boston, since that's where Storm and Jean were going. Bobby says that his parents live in Boston.

In the underground tunnels, a soldier reports to Stryker that most mutants escaped through tunnels they weren't aware of, but they have six in custody. With special lasers, they manage to open Cerebro, and Stryker steps inside. He orders his soldiers to take what they need.

In a bar, a Dr. Hank McCoy is seen on television debating with a Mr. Sebastian Shaw about the mutant phenomenon. An annoyed guard tells the bartender to turn it off. A beautiful lady at the bar starts flirting with the guard heavily, introduces herself as Grace and brings him a glass of beer. A few minutes later, they get to the restroom making out. He sits on a toilet and she unzips his pants. He drinks more from the beer she brought him, and suddenly rolls his eyes and faints. She morphs to Mystique, takes his handcuffs and injects him with liquid iron.

In Alkali Lake, Canada, Xavier is tied to a chair with a weird looking helmet on his head. He wakes up to find William Stryker sitting in front of him and Yuriko Oyama standing by the wall. The helmet keeps him from entering Stryker's mind. He asks him where is Scott? Stryker tells him not to worry – he's just giving him some re-education. Xavier realizes that this has to do with Stryker's son, and tells Stryker that he wanted him to cure his son, but mutation is not a disease. Stryker angrily tells him that back when Jason returned from Xavier's school he resented his parents, blaming them for his condition, so he toyed with their minds, projecting visions and scenarios into their brains. Mrs. Stryker, eventually, killed herself in an attempt to get the images out. Xavier sees Lady Deathstryke and tells Stryker that for someone who hates mutants, he hangs out with them a lot. Stryker shows him Yuriko has a controlling device on her back to keep her under control. Xavier suddenly realizes that Stryker arranged the attack on the President, and Stryker congratulates him on figuring it out without reading his mind. Yuriko leaves the room, and Stryker tells Xavier that it's frustrating that nobody really knows how many mutants exist or how to find them – except him. Unfortunately, he says, Xavier is too powerful to be mind controlled, so he'll go straight to the source. He then introduces Xavier to "mutant 143" – a young sick-looking mute man on a wheel chair, with pipes connected to his brain as a mind controlling agent. Xavier, to his horror, immediately recognizes him as Jason Stryker, and asks William in shock how he could have done this to his son? Stryker answers "No, Charles, my son is dead, just like the rest of you", and leaves.

Xavier and Jason are left alone, their chairs in front of each other, and Jason starts casting illusions on his former mentor.

In the Drake residence, Bobby and the others enter and Bobby calls for his family. Nobody's home and Bobby tells John not to burn anything, as he goes to find clothes for Rogue. Minutes later in Bobby's bedroom, Bobby hands Rogue some old clothes of his mom's. Downstairs, Logan tries to contact Jean through Scott's communicator but it's not working. Back upstairs, Rogue takes off her dress so she can change. Bobby turns his back to her, but can't help taking a glimpse at her undressing. Rogue finishes changing, and Bobby hands her his grandmother's gloves so she can touch him through them. He tells her she won't hurt him and leans to kiss her. She backs away, afraid, but he kisses her anyway. To their bliss, nothing happens, and they kiss again. This time it's a longer kiss, though, and eventually he has to push her away before he faints. She apologizes, and he tells her that it's okay, after taking a few deep breaths. In the kitchen, Logan takes a bottle of beer from the fridge and, after sensing something near him, pops his claws; in front of the Drakes' cat. The cat isn't scared, as it starts licking Logan's claws. He hears the door open and retracts the claws, as Bobby's parents and brother enter and find him. The father, William Drake, asks him who he is, as Bobby rushes down the stairs and introduces him as Professor Logan. He says there's something he needs to tell them.

In the plastic prison, the guard from the bar brings Magneto his meal. Before he leaves, Magneto says that there's something different about him today – there's too much iron in his blood. Amazingly, that is enough for Magneto to lift the guard in the air. He takes the iron out of his body as a black cloud, killing him in the process. He realizes that Mystique is responsible, and tells the dying guard to never trust a beautiful woman – especially not one who's interested in him. He creates bigger metal balls from the iron and shoots them through the door of his cell, breaking it. The security guard at the entrance hurries to fold the plastic sleeve leading to the cell, but that's far from stopping Magneto – he creats a metal disc from the iron, steps on it, and levitates to the entrance.

At the Drakes' living room, Bobby finishes telling his parents and brother about his mutation. Pyro is constantly playing with his lighter. Bobby's mother, Madeline, starts asking her son when he first discovered he was a mutant, but can't ring herself to say it, Pyro completes her sentence. William Drake asks John to understand that they thought Bobby was going to a school for the gifted, and Rogue tells him that Bobby is gifted. Madeline tells Bobby that they still love him, but these mutant problems are complicated. Logan cuts her mid-sentence, and asks what mutant problems. William asks him what is he a professor of, and he answers, Art. Rogue suggests that Bobby show his family what he can do, and Bobby freezes his mother's cup of coffee saying that he can do a lot more than that. Madeline is shocked, and Pyro seems rather amused by this whole conversation, almost mocking the parents' attitude. The demonstration is about all that Bobby's brother, Ronny, can take and he leaves the living room angrily. Madeline says that this is all her fault, but Pyro again abuses the parents, saying that it's been discovered that males are the ones who carry the mutant gene and pass it on, so it's William's fault. Ronny, listening from upstairs, calls the police.

In the jet, Storm tries contacting the others, with no success. Jean offers to replace her so she can take a break. Ororo accepts and goes to the back, where Kurt is praying in German. She sits next to him and asks what the carvings on his body are. He answers that they're angelic symbols. She says that they're beautiful and asks how many he has? He answers that he has one for every sin, so quite a few. He asks if she and Ms. Grey are school teachers? She says yes – at a school for people like them, where they can be safe. He asks what do they need to be safe from? She seems confused he even has to ask, but answers, everyone else. He tells her that outside of the circus, most people were afraid of him, but he didn't hate them – he pitied them, because most people never know beyond what they see with their own two eyes. She tells him that she gave up on pity a long time ago, and he answers that someone so beautiful should not be so angry. She replies that sometimes anger can help one survive, and he says that so can faith. Jean interrupts them, saying that she found an active communicator.

At the Drakes', Scott's communicator beeps. Logan picks it up on the porch. Madeline naively asks Bobby if he's tried not being a mutant. On the porch, Logan tells Jean that no one's left in the Institute – soldiers came. Storm asks what about the children and Logan answers that some of them escaped, but he's not sure about the rest. Jean tells him that they haven't been able to reach the Professor or Scott either. He tells them that he's in Boston with Bobby Drake's family and the women head there. He tells them to make it fast and hangs up. He goes back inside and tells the kids that they have to go now. In a hurry they all step out, Logan's claws out, and find that the house is surrounded by police cars. An officer tells him to drop the knives and put his hands in the air. Logan asks what's going on, and Bobby is frustrated to realize that his brother called the police. From his bedroom window, Ronny is watching everything. On the porch, two officers break in and tell Bobby's parents to stand by the wall. Logan tells the officers that this is just a misunderstanding. They order him again to put the knives down, he tells them he can't. He puts his arm up in front of an officer, trying to reason with him, but the frightened officer shoots him in the forehead, and he drops. The officer orders the kids to lie on the ground, and Bobby and Rogue do as told. Pyro, however, isn't accepting it, seeing Wolverine on the ground opens his lighter and says "You know all those dangerous mutants you hear about on the news? I'm the worst one." In rage, he shoots flames towards the officers and blows up their cars. Rogue, wanting to save the officers, takes off her glove and touches John's leg, borrowing his power. The fire all around them stops and he falls to his knees. Bobby watches as the wound on Logan's forehead heals and the bullet comes out. Just then, the jet lands in the yard and the mutants walk to it as none of the officers dares to hit them. Bobby takes one final sad look at his family and his house, and then joins his friends.

On the jet, the four mutants sit down. Wolverine asks who the new guy is? Kurt answers and tells him that in the Munich circus he was known as the incredible Nightcrawler. They take off in a hurry, as Bobby is still shocked and sad at his parents and brother's reactions.

Xavier is standing on his legs in his study at the institute. He soon realizes it's just an illusion, and yells "Jason, stop it!" Jason doesn't respond at all, as he's under mind control, and keeps on with the illusions. Now Xavier is again sitting in his wheelchair, again at his study, and hears a little girl crying. He tells her she can come out and asks her where all the other students are. She says she doesn't know, and he says they'll have to find them using Cerebro. They leave the study. On the jet, Jean tells Wolverine that they're close to the mansion. Just then, though, Storm detects two signals approaching fast. Indeed, two small military jets are tailing them and order them to descend in 10 seconds. Logan blames John that they're angry. The jets give their orders again, and when Storm doesn’t comply, they prepare to fire. Storm tries to maneuver and get away, and then her eyes begin to glow white. The sky turn dark and small tornados appear in the air. It works with one of the jet and it drops, but the other one manages to fire two torpedoes before the pilot jumps with his parachute. Storm stops her power, but then spots the torpedoes. This time it's Jean's eyes' turn to glow orange, and she gets one of the torpedoes off track with her telekinesis. She can't get the other one in time, though, and it hits them, blowing a hole in the jet as they begin to lose altitude. Rogue, who isn't wearing her seatbelt, screams as she is sucked through the hole and falls in the air. Bobby and Logan scream after her, but it's Kurt who saves the day, teleporting next to her, grabbing her and teleporting her back inside. Still, the jet is falling rapidly, until suddenly the hole closes by itself and the jet stops in mid-air, meters from the ground. Storm asks Jean if she did it, and she says it wasn't her. On the ground, Magneto and Mystique are laughing.

That night, the mutants have set up a camp with a fire. Rogue walks over to Nightcrawler and thanks him for saving her life earlier. They look at the adults sitting by the fire and planning their next moves, and she asks him if he can hear what they say. He tells her that he could take a closer look. By the fire, Magneto tells the X-Men that their foe is Colonel William Stryker and he invaded their mansion for one purpose – he wanted Cerebro, or enough of it to build one of his own. Jean says that it doesn't make any sense because he'll need the professor to operate it, and Magneto says that that's probably the only reason his old friend is still alive. Jean and Storm get worried, realizing the disaster potential, and Wolverine asks what they're so worried of. Magneto explains to him that when Cerebro is working, Charles's mind is connected to every living person on the planet – if he was forced to concentrate hard enough on a particular group, mutants for example, he could kill them all. Storm asks how Stryker knows where to find Cerebro in the first place and Magneto answers that he told him – Stryker has strong means of persuasion, even against a mutant as strong as Xavier. Jean wants to know more about Stryker, and Magneto says that he's a military scientist who spent his whole life trying to solve "the mutant problem", and says that Wolverine has a more intimate perspective, as his adamantium skeleton was created by Stryker. Wolverine doesn't understand why the professor didn't tell him, and Magneto says that Xavier though he was smart enough to discover it on his own – he gives him more credit than he deserves. Storm asks what he needs them for, and Magneto says that Mystique has discovered plans of a base Stryker has been operating from over a decade and that's where he's building the second Cerebro, but they don't know where this base is, and he believes one of them might know. Wolverine tells him that the professor already tried, but Magneto says that he wasn't talking about him. He looks up to see Nightcrawler sitting on a branch above them. A few minutes later, Jean scans Kurt's mind and sees horrible sights, very similar to the ones seen in Wolverine's mind, including an operation. After she finishes, she says that Stryker is at Alkali Lake, but Logan says that that's where the professor sent him – there's nothing left. Jean explains that there's nothing left on the surface – the base is underground.

Later, Logan and Jean are alone. He asks her how she's doing, and she says she's worried about Scott. He tells her that that was some display of power up in the jet, but she says that obviously it wasn't enough. He puts his hand on her, but she says she loves Scott – girls flirt with the dangerous guy, they don't take him home – they marry a good guy. He kisses her, but she stops him (after a few seconds), asking him not to make her do this, and leaves.

Nearby, Nightcrawler walks to Mystique and asks her if it's true she can imitate anybody, even their voice. She replies by repeating his last few words in his own voice. He asks her why not stay in disguise all the time and look like everybody else, and she says they shouldn't have to, before leaving to the tents. In Logan's tent, he's lying down, when suddenly Jean enters and kisses him. They keep kissing as he moves his hand on her stomach to lift her shirt, and suddenly finds three scars. She shifts back to Mystique and says that no one leaves a scar like him. She shifts a few more times to Jean, Rogue and Ororo and licks his ear, and he knocks her off him. She shifts to Stryker, and then leaves.

The following morning, they all fly in the jet. There, they all take their uniforms. The kids complain that they don't get uniforms, and Logan says that theirs are on order – they'll arrive in a few years. Magneto mocks them and teases Rogue, saying that he loves what she's done with her hair. She's tempted to touch him without her glove, but Bobby stops her and the two of them leave the room, as Mystique laughs. Pyro, who's again toying with his lighter, is left alone with Magneto and Mystique. Trying to start a conversation, he tells Magneto that they say he's the bad guy, and Magneto simply answers sarcastically "Is that what they say?" Pyro tells Magneto that he has a dorky looking helmet, and Magneto tells him that that dorky looking helmet is the only thing that'll protect him from the real bad guys. Magnetically, he takes Pyro's lighter and asks for his name. Pyro says that his name's John, but Magneto asks what's his real name. After a short pause, he answers Pyro while demonstrating his powers and taking a flame from the lighter to his palm. Magneto says that he has a lot of talent, and Pyro says that he can only manipulate the fire – not create it. Magneto, who sees the boy's "potential", tells him that he's a god among insects and hands him his lighter back.

In Alkali Lake, a soldier reports to Stryker that the machine has been completed to all specifications. Stryker watches the captured mutants in amusement, including Artie Maddicks. The soldier asks why they're keeping the children, and Stryker says that he wants to make sure the machine is working.

Outside in the jet, the X-Men are planning the operation using a holographic topographic map of the base. They see that Stryker can easily flood the spillway if they go inside. Storm asks Nightcrawler if he can teleport them in, but he says he has to see where he's teleporting, otherwise he might end up in a wall. Wolverine offers to go, saying that he thinks Stryker wants him alive. Magneto says that whoever enters has to know how to operate the place, and looks at Mystique.

In the Control Room, a soldier tells Stryker that there's someone coming down the spillway. Stryker looks at the screens, and upon seeing Wolverine, tells the soldier not to flood it yet. Wolverine walks down the spillway and yells Stryker's name, his echo heard everywhere. He looks straight into the surveillance cameras and calls him again. Secret doors open in the spillway and soldiers with guns step through them and put handcuffs on Logan. The main door opens and they walk through it, into the base. Stryker, Yuriko and more soldiers meet them inside. Stryker orders to seal the room, but just then Wolverine jumps and kicks the soldiers around him, shifting to Mystique in the process, uses a soldier as a human shield from the guns and slides through the sealing door at the last second, all in mere seconds. Stryker enters the control room and tells the guy operating that they have a mutant lose and it could be anybody. When the soldier turns his back, Stryker hits him and seals the door. The soldiers and the real Stryker arrive too late, and the door is sealed and can only be opened from inside. Stryker orders a soldier to shoot a camera, and he does. Inside, Mystique reports to the others she's in and opens the spillway doors. Soldiers report to Stryker that more mutants are entering the base, but they can't see how many because of an electrical interference. Stryker orders to gather the soldiers and meet him outside Cerebro while two others are trying to open the Control Room doors.

In Xavier's illusions, he is in the mansion's underground tunnels with the little girl, wheeling to Cerebro. After the eye-scan, the door opens, and the girl asks him to not leave her alone. He says she can come inside, and they enter. In the real world, the girl is Jason and a soldier is watching them.

In the Control Room, Mystique watches as the doors explode. It's not the soldiers, though, but the mutants, and they enter. She shows them a map of the base, with a large round room – Cerebro. Storm asks if she can shut it down from there, but she can't. Magneto says that he and Mystique will go then, but Jean says that not without her. Storm sees the captured children on a screen, and asks Nightcrawler to come with her to rescue them. Logan, apart from the others, sees Stryker on a screen. He hears the other planning to part – Storm and Nightcrawler will get the kids, Jean, Magneto and Mystique will go to shut down Cerebro. Storm notices that Logan's gone.

All soldiers are set to defend Cerebro. Stryker enters the code and steps inside, seeing his son and Xavier. He leans and whispers to Jason's ears that it's time to find their friends – all of them – all the mutants, everywhere. In the illusion, the girl asks Xavier if it's time to find their friends – all of them – all the mutants, everywhere. Xavier agrees. Stryker tells his son to make him proud and leaves Cerebro. In the illusion, Xavier puts on the cerebral helmet and tells the girl not to move. Outside, Stryker orders the soldier to kill anyone who approaches, even if it's him. Xavier starts looking at the red lights that represent mutants.

Magneto and Mystique are marching to Cerebro, with Jean walking behind them. Suddenly, Jean senses something. From a crossing hallway, Cyclops, under mind control, prepares to shoot at Magneto and Mystique. Jean uses her telekinesis to shove them out of the way in the last second and yells to them to go – she'll take care of him. Magneto agrees and tells Mystique that this is one lovers' quarrel they cannot get involved in. Jean uses a telekinetic blast to throw Scott away to a lower level and redirect one of his optic blasts. Worried that he's hurt, she runs after him and calls his name.

In another hallway, Storm and Nightcrawler find the grate above the children's prison cell. Storm looks down and sees Jubilee and Artie calling to her to help them out. Kurt teleports down inside and the six kids are all very scared by his looks and sudden appearance, and back away.

Elsewhere, Wolverine is looking for Stryker.

Jean is still looking for Scott is the level she threw his to. He's hiding not far from her, and prepares to shoot. He fires a powerful optic blast at her as she asks him not to do it. Suddenly, her eyes glow orange again and she sends the optic blast away at the wall telekinetically, cracking and breaking pieces of the dam.

Elsewhere, Stryker and Lady Deathstryke see the leaking water.

Scott, whose mind control device fell off when Jean sent his blast at him, walks over to Jean who's lying on the floor and hugs her and kisses her. He apologizes and says that he saw her but he couldn't stop it and that he loves her. Her leg is injured, and then the senses telepathically that something's wrong.

Stryker and Lady Deathstryke look at the water pressure meters and panic.

In Xavier's illusion, the girl asks him if he found all the mutants yet and he answers he's trying – there are so many of them. She tells him to concentrate.

Wolverine walks down a stairway and finds the room of his nightmares – what seems to be a surgery room. In the middle, there a green tube of liquid of some sort. On the rooms, x-ray pictures of skulls and claws are hanged. Logan sees another flash from his past times in this room, of himself lying in the tube. He keeps looking around and finds a small bathtub-like pool of liquid adamantium. Next to it there are needles, and he sees a flash of his operation. He looks at the tube and sees a flash of himself running away from it naked and seeing his claws for the first time. Stryker and Lady Deathstryke enter, and Stryker starts explaining to him about how he has to keep the adamantium hot and liquid because once it cools it's indestructible. Stryker leaves and tells Wolverine that he used to think he was one of a kind – he was wrong. Logan runs after him, but Yuriko blocks his exit and tosses him across the room. He pops his claws, and then watches in shock as she pulls out adamantium claws of her own – five, one from each fingertip. She leaps at him and slices him across the face, and they start battling, slicing each other, with her having the upper hand. When she throws him at a wall and runs to him, he surprises her and brings his claws to her stomach, earning him the opportunity to for a few more strikes before she can respond. She has a healing factor just as good as his one, though, and recovers quickly. Again she tosses him across the room and stabs him in the back several times before tossing him on an iron net platform hanging above the tube. She stands below him and keeps stabbing him through the net in the back and neck until he uses his claws to cut the poles the platform is hanged from, and it falls on her, locking her in the tube.

In the jet, Iceman, Rogue and Pyro are waiting to hear from the others. Pyro is again toying with his lighter. He decides he can't wait anymore doing nothing just because he's younger when he obviously can help, and starts leaving the jet. Iceman and Rogue try and stop him, saying that they were told to stay in there, but he asks them if they always do as they're told before stepping out to the snow.

Wolverine is still recovering from his injuries, when Lady Deathstryke suddenly jumps at him from below and stabs him again. He sees the needles by the adamantium and manages to grab one of them and inject her with adamantium. She immediately stops moving, and he watches in horror as adamantium starts dripping from her mouth, eyes and nose. He sighs in relief.

In Xavier's illusion, Xavier is getting close to hurting the mutants. In the real world outside of Cerebro, the soldiers hear someone coming and aim their guns at him. To their horror, all of the safety catches from the grenades in their belts start flying in the air, and they explode. Magneto and Mystique walk to Cerebro undisturbed. Magneto puts on his helmet so Jason's illusions won't affect him. Inside, Xavier is concentrating on all the mutants.

In a hall, Jean senses that they're too late, and just then both her and Scott scream and fall to their knees as the effect is kicking him. Outside Cerebro, Mystique too screams and falls down, as Magneto watches her. In another hall, Storm, Nightcrawler and the six captive kids also fall. Wolverine falls too in pain. Mystique rushes Magneto and tells him to hurry, and he uses his powers to try and open the doors.

Stryker gets to the exit, opens the doors and escapes out to the snow. Nearby, Pyro is lying on the snow, holding his head. In the jet, Bobby and Rogue hold hands and lie in pain. Stryker runs to his helicopter.

Magneto finally succeeds to open the doors, and Cerebro stops working. Xavier doesn't understand what's wrong, and the girl seems scared. Storm, Nightcrawler, the kids and Pyro all get up from where they are. Magneto steps inside to see Jason and Xavier. Jason tries casting illusions on him, but he just smiles at Jason and points to his helmet. Scott, Jean, Bobby, Rogue and Logan get up too. Magneto mocks Xavier's way, telling him that they're not playing by his rules so maybe it's time to play by theirs. He flies in the air and starts moving around the metal plates covering Cerebro's walls, opening the covers and covering the openings. Mystique watches him in awe. Magneto lands and nods to her, as she shifts into Stryker, steps inside and, in Stryker's voice, tells Jason that there's been a change of plans and whispers something in his ears. Magneto smiles, then says goodbye to his old friend Charles, and the too villains leave, closing the doors behind them. In the illusion, the girl tells Xavier that there's been a change of plans – they're targeting the humans now – all of them. This time, the white lights show up.

Stryker takes the cables keeping the helicopter on the ground off, but just then Wolverine shows up, punches him and pops his claws in his stomach. Logan yells at him for stealing his life, but Stryker tells him that he volunteered for the procedure willingly. Wanting answers, Logan asks Stryker who he is, but Stryker tells him he doesn't want to remember the work they did together – he was an animal then, Stryker just gave him claws. Suddenly, they hear an alarm going off then water burst out of the dam. Logan asks Stryker what's happening, and Stryker tells him that the spillway is about to get flooded because he was trying to relieve the pressure. In an attempt to escape alive, Stryker says that it's too late for anyone who's inside to make it out and offers him to come with him and get all the answers he wants – he's a survivor, always has been. Wolverine repeats Stryker's former words, saying he's just an animal with claws – if they die, he dies. He then pops his claws in Stryker's neck and ties him to the helicopter's leg with the cable before running back in.

Storm, Nightcrawler and the kids get to Cerebro's doors, and Jean and Cyclops get there right after him. Jean scans telepathically and says that the professor is still in there with another mutant, he's trapped in some sort of illusion. Suddenly, she realizes what Magneto has done and says that Magneto reversed Cerebro – it's not targeting mutants anymore, it's targeting everyone else.

Stryker manages to get himself out of the cables, but before he can get up, Cerebro's effect gets to him and he grabs his head in pain, just like every other "white light" in Cerebro, including President McKenna.

Cyclops prepares to blast the doors, but Jean says that the professor is connected to Cerebro – opening the doors can kill him and everyone his mind is connected to. Storm tells Kurt that she needs him to take her inside. Scott asks who is Kurt and starts introducing himself, but Ororo interrupts, saying he's a teleporter. Kurt tells Ororo again that if he can't see where he's going it could be dangerous, and she says she has faith in him. Jean warns them to not believe anything they see in there. Nightcrawler hugs Storm and starts praying, and then they disappear in a purple cloud of smoke, and reappear inside Cerebro. They don't see Xavier, just the little girl standing where the machine is supposed to be placed. "She" greets them hello and asks who they're looking for. Storm isn't falling to the illusion, and calls out to the professor, asking if he can hear her and telling him that he's got to stop Cerebro, now. The girl asks who they're talking to, and Nightcrawler start walking to her. Storm stops him and tells him not to move. He says she's just a little girl, but Storm says she's not.

Outside, Magneto and Mystique are walking to the suffering William Stryker in amusement. Magneto ties him back with the cable.

Storm tells Nightcrawler that it's about to get very cold in there, and he says he's not going anywhere. Her eyes begin to glow and her hair begins to scatter as the girl asks what she's doing.

In the helicopter, Magneto and Mystique prepare to take off, when they notice Pyro in the snow. They look at each other.

Storm's eyes glow white as strong wind brews in Cerebro and the temperature drops. Nightcrawler falls to his knees from the intense cold.

The helicopter takes off, with Pyro aboard.

In Xavier's illusion, the girl keeps telling him to find all the humans. In reality, Jason is freezing. In Storm's illusion, the girl yells at her to stop it and screams. The cold is too much for Jason to bear, and Xavier snaps out of his illusion and takes off the cerebral helmet. He looks back, to see Jason, Ororo and Kurt. Outside the doors, Jean senses something is wrong. The dam keeps breaking, shaking the whole structure, and Jean tries scanning for the only missing person – Logan. Logan is running through the halls, desperate to save his friends. In Cerebro, the ceiling collapses. Kurt teleports Ororo and Xavier out in time, but Jason is beyond help. All the mutants run through the halls to the spillway, believing it to be their only escape. They get to the doors, but Logan pops out of a tunnel and pops his claws in a fuse box, closing the door before they'll get caught in the flood. In tells them that they don't want to go that way, and then water burst through the cracks to confirm. Logan leads his friends through the other way out.

Outside, the water stops leaking through the dam, as they're redirected. The mutants rush out to the snow. Artie falls, and Logan carries him in his hands. To their shock and horror, the helicopter is already gone, taken by Magneto. Suddenly, the jet shows up spinning uncontrollably in the air. Rogue is piloting, and makes an emergency landing, crashing in the snow. Both her and Bobby seem scared to death and breathe heavily, as their friends enter the jet. Kurt teleports Xavier inside. Logan, still carrying Artie, looks at the woods and goes to them instead of to the jet. Storm calms down the frightened Rogue.

In the woods, Logan finds Stryker tied to the dam with cables. Stryker says "Who has the answers, Wolverine? Those people? This creature in your arms?" Logan says that he'll take his chances with Artie, and walks back to the jet. Stryker yells after him "Wolverine! Someone will finish what I've started! One day!" Artie sticks out his blue tongue as reply.

In the jet, Xavier tells Scott that they've got to get to Washington – he fears this has gone beyond their league. Wolverine enters and hands Artie to Bobby. Jean asks him if he's okay, and he says that he is now. Scott and Ororo panic to realize that something's wrong and they can't take off. Rogue asks if anyone has seen John, and Jean answers after a short telepathic scan that he's with Magneto, to everyone's disappointment. The jet loses the power, and just then the water burst out through the dam again, not handling the pressure. Jean, in the back, realizes she has to do something, as she's their last hope. She looks at all her friends, and leaves the jet without them noticing. After a few seconds, though, Xavier notices and calls her name, alarming Logan and Scott. Xavier says she's outside, and Scott rushes to the exit. Jean telekinetically closes the door, keeping him inside, and activates the jet. Scott yells at Ororo not to take off, but Jean does it for her. Stryker falls with the dam and the water burst out in a humongous wave. Jean uses one hand to keep the water from drowning the jet and the other the free the jet's leg from the snow. Scott watches in misery and Logan orders Kurt to get her, but Kurt says she's not letting him. As her last words of goodbye, Jean uses her telepathy to speak through Xavier's mouth, saying she knows what she's doing – this is the only way. Scott begs her not to do this, and she says goodbye. Her body and eyes glow orange as she manages to release the jet's leg and lift it in the air. She releases her telekinetic grip, letting the water to drown her freely, and everybody grieve about her. Scott falls crying on Logan to the size of the tragedy. Everybody's overwhelmed, their throats choking with sorrow. The jet's flying above what is now a large sea. Kurt prays.

In Washington, President McKenna is walking to a live television broadcast from his office. He starts his speech: "My fellow Americans, in this time of adversity, we are being offered a moment – a moment to recognize a growing threat within out own population – and take a unique role in the shape of human events." Before he can keep talking, all the cameras and lights go off and everyone in the room besides him freeze. The sky turn dark and lightning strike, as the president sees the mutants standing in front of him, Storm's eyes glowing white. The lightning is the only thing to light their faces. He's scared to see his attacker, Nightcrawler, among them. Professor X greets the president good morning and calms him down, saying they won't harm anyone. The president asks who they are and Xavier answers that they're mutants, and his name is Charles Xavier. Rogue puts some documents down on the president's desk, and Xavier explains that they were taken from the private office of William Stryker. The president asks how they got it, and the professor answers that he knows a little girl who can walk through walls. The president says that he's never seen this information, and Xavier says he knows that. The president says he doesn't respond well to threats, and Xavier says that this is not a threat – this is an opportunity. There are forces in this world, he says, both human and mutant alike, who believe that a war is coming. As he can see from the files, some had already tried to start one, and there have been casualties – losses, on both sides. He ends by telling the president that what he's about to tell the world is true: this is a moment – a moment to repeat the mistakes of the past, or to work together for a better future. They're there to stay – the next move is his. Logan says that they'll be watching, as lightning brightens all their faces, and suddenly they disappear and all the lights turn on again. The president is silent, not sure what to tell the cameras.

In Xavier's study, Scott is looking out the window. Xavier says that even when Jean was a student, she was always hesitant about her powers, always looking to others, fearing that in some way, she was left behind. Scott asks in a choked throat if they could have done more to save her, and Xavier says that in the past, she may have let them. Logan can't understand why she left the plane, and Xavier says that she made a choice. Students walk into the classroom, including Artie, Jones, Bobby, Moonstar and Jubilee. Logan and Scott leave, and Logan tells Scott that Jean did make a choice – it was Scott. Scott walks away, not finding that much comfort in it. Xavier stays silent and a student asks him if everything's alright. He answers that yes – it will be.

Jean's voiceover is heard as the water in Canada are seen, saying: "Mutation: it is the key to our evolution, it is how we have evolved from a single-celled organism into the dominant species on the planet. This process is slow, taking thousands and thousands of years, but every few hundred millennia, evolution leaps forward."

Cyclops, Jean Grey, Nightcrawler, Professor X, Storm, Wolverine (all X-Men)
Artie Maddicks, Colossus, Iceman, Jones, Jubilee, Moonstar, Pyro, Rogue, Shadowcat, Siryn and other students at Xavier's Institute for Gifted Youngsters

Magneto, Mystique (both Brotherhood of Mutants)

Colonel William Stryker and his employees
Jason Stryker / Jason 143 / Mastermind
Yuriko Oyama / Lady Deathstryke

World Civilians
Madeline, William and Ronny Drake
News reporters
Policemen and guards
President McKenna and Whitehouse staff and guards

In Mystique's Shape-shifting: Cleaning Guy, Grace, Jean Grey, Rogue, Senator Robert Kelly, Storm, William Stryker, Wolverine, Yuriko Oyama

On television screen:Dr. Hank McCoy / Beast, Sebastian Shaw

In Jason's illusions: Little girl, Nightcrawler, Professor X, Storm

In the scene where Mystique takes the information out of the computer, she looks at a list of names of mutants. Among the list are Paige Guthrie (Husk), Samuel Guthrie (Cannonball), Keniucho Harada (Silver Samurai), Garrison Kane (Weapon X), Remy LeBeau (Gambit), Eric M. Lensherr (Magneto), Artie Maddicks, Jamie Madrox (Multiple Man), Xi'an Coy Mahn (Karma), 2 Maximoffs (Pietro and Wanda, Quicksilver and Scarlet Witch, though their first names aren't seen), Kevin McTaggart (Proteus, though his last name is misspelled), Danielle Moonstar (Mirage) and Ororo Munroe (Storm). Then she looks at another screen and sees a few folders. The folders carry the names Omega Red, Franklin Richards, Project Wideawake, Muir Island and Cerebro.

Jason Stryker's character is based loosely on the comics' Jason Wyngarde, AKA the villain Mastermind, despite their completely different life stories.

The movie implies that Logan got his claws in the Weapon X program. In the comics, that claws are part of his mutation – only the adamantium was added.

In the scene where the channels change on the television, an episode of "Star Trek: The Next Generation" from 1987 is seen, starring Patrick Stewart, the actor who plays Professor Charles Xavier in this movie.

In the end of the movie, Pyro decides to stay with Magneto in the Brotherhood. In the comics, Pyro was a Brotherhood member, never a student of Xavier's.

It is mentioned in several scenes that Jean's powers have recently grew extremely powerful, more than ever before. Also, in two scenes, her eyes glow orange. Right before she dies, her entire body glows. These are hints of the Phoenix.

In the comics, Bobby Drake doesn't have a brother.