The plot in a nutshell
This is the second time around for the Marvel superhero team, the X-men.  Lead by Professor Xavier, Wolverine, Jean Gray, Storm, Rogue, Iceman, Pyro and Cyclops  battle an old nemesis of both Xavier and Magneto, Col. Stryker

The film also brings back Mystique, the blue shape shifter, and the aforementioned Magneto, who proves you can't keep a good mutant down, or at least caged up.

The evil Stryker is manipulating humans and mutants alike for his personal agenda.  The plot follows the usual X-men device, where they are persecuted for being different, and all kinds of parallels can be drawn to just about every persecuted group in the history of man.  There's plenty of action, and this film also introduces a new main character in Nightcrawler.

Relatively Spoiler Free Thoughts
While watching this film right after work on a Friday (actually, I cut out with a couple friends about an hour early - bad Mikey, bad), I was reminded as to just why I put together a home theater.  Two rows in front of me, someone decided to bring a child who hadn't yet seen their first birthday.  Surprisingly, the poor kid didn't make it through the two hour and 14 minute film without crying and having to leave.  Then there was the guy a couple rows behind me who couldn't keep his eyes open for the first hour, and started snoring in the second act.  If you're too tired to stay awake during an action movie, I'd suggested one of the 64 ounce Mountain Dews available at every concession stand.  And then there's the theater itself.  The projector was making a loud ticking noise, loud enough that it was clearly audible any time something wasn't exploding on the screen.  Now I know I'm picky - I shut the filter and bubbler off on my aquarium when I'm watching a movie, and assume the fish can survive for a couple hours - but this was downright annoying.

Ah, but what about the movie?  That depends on your feelings toward comic book movies.  Did you like Spider-Man?  Did you like the first X-men?  Are you laying awake nights anticipating the release of the Hulk?  Then go see this film right now.  Of course, that's pretty much worthless advice since you saw it at the midnight showing on Thursday.

For the rest of the world, the film has some very good acting, and some very bad acting.  There are several very exciting sections, and others may cause the same reaction that the guy two rows in back of me had.

The action is what makes this film, and there's plenty of it.  In particular, there are two sequences that stand out as exceptional - Nightcrawlers introduction at the beginning of the film (BAMPF!  If you enjoyed the Wolverine introduction in the first film, you'll think this one is amazing), and the escape of Magneto from his plastic prison.

Not all is perfect in the film though, with a rather weak performance from Marsden as Cyclops, especially when he is supposed to show some emotion.  Only Shatner could have overacted any better.  Berry is still nothing special as Storm, but she looks the part.  She's dropped the accent here, a smart move.

There are TONS of references to various other characters from the books, and it's a feast for the serious X-men fan.  That's part of the problem as well, since the average viewer is going to miss 90% of them, and will even have some difficulty fully enjoying the entire chemistry between Stryker and the rest of the gang without having read the comic.  They spend very little time on story, even less on character development, and that's due to a ship with way too many passengers.  With the main team of Wolverine, Cyclops, Jean, Storm and Xavier, along with the 'bad guys' of Magneto and Mystique, plus the new characters of Nightcrawler, Lady Death Strike (although they never call her by that name), and Stryker, not to mention the kids Iceman and Pyro, and, well, it's impossible to really connect with anyone.  Similar to the way Wolverine stole the first film, Nightcrawler steals this one, but there after the initial scenes he's seriously underused through the rest of the film.

The character that really gets to do the most this time around, and have the most independent screen time, is Mystique.  It seems odd, but the story worked out that way, and gave her and Magneto the lion's share of the interested scenes.

Fortunately Ian McKellan does his usual exceptional job with the Magneto character.  He's powerful and convincing in every scene, unlike Xavier this time around.  The character gets little real use beyond being a plot device, and never gets the opportunity to show any power or strength of his own.

This film is going to be a must buy for me on DVD, but for two scenes only.  It's the type of movie, like the first X-men or perhaps Blade II, where I pop it in to watch those two scenes every once in awhile, but rarely ever watch it in its entirety again.

The last five minutes sets things up for another 'new' character, and it's pretty obvious to the comic fan, but likely to be completely missed by the uninitiated.  The keys to understanding, even without knowledge of the comic, is the actions by Xavier in the final few minutes, and the final monologue.  As the words are spoken, and the camera pans across the water, think about what Jean is saying...and pay attention to the patterns in the water.  It sure looked like there was something there to me...I think that there's a second likely candidate (after Wolverine) for their own spin off film.

Rating - A Qualified Hit the theater
I'd rank this movie as better than the first, certainly better than Blade I and II, but not quite at the same level as last year's Spider-Man.  There simply isn't enough depth to this story, or more importantly to any of the characters, to get the same level of film respect. 

I qualified my rating because of the simple fact that it's a comic book movie in it's most obvious form.  If you hated Spider-Man, X-men, or super hero comic book movies in general, then don't spend your time on this.  You'll hate it.

If you're a big fan of the comic, or any comic super heroes, than you owe it to yourself to check it out.  It's got plenty of action and lots of fun, and you'll have no trouble overlooking the basic issues.

If you're someplace in between, it's worth seeing.  If crying babies, snoring fools, and clicking projectors bug you though you might want to wait for the DVD.

Spoiler Laden Thoughts
Here's a film with plenty to spoil, so here's plenty of space...

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You've been warned.  The big surprise of course is the death of Jean at the end, but obviously she isn't dead.  It's a clear set up to her switch to the character Phoenix, and I swear on the Pope's grave that her symbol of the bird was in the lapping waves of the ocean shot at the very end.  I wish I'd had a better look at it though, and haven't seen anyone else mention it yet.  The red hair and flashing eyes were enough of a hint earlier to make seeing the symbol unneccesary, but a nice touch.  And just in case you were unsure if she survived, we had a final shot of Xavier looking like he just heard something very faint, very far away, and suddenly smiling.  Ah yes, I'm sure everything will be just fine now.

Marsden's acting around her death was painful, and not in the way he intended.  The entire death of Jean was far less moving to me than the film maker's clearly intended, and I thought the scenes with Bobby Drake's family and their rejection of him were more emotional than Jean taking the big bath.

Lady Deathstrike's death was also a bit of a disappointment - I prefer to see them keep the characters alive for possible future story lines - but at least it made sense in how it happened.  Her death was obvious, while they left at least a little ambiguity in the death of Stryker.  I would have prefered the opposite.

And now Pyro is on the 'bad' side.  Fire was always less friendly than ice.  The movie is a worthy follow up to the first, but it doesn't reach the level of overall film enjoyment that I got from Spider-Man.