A bigger budget this time.  And a better movie in most ways.  This is the one that best captures the adventure and thrill that superhero comics are all about.  If you're not looking for an art film, but want a solid, satisfying, meat-and-potatoes superhero adventure, you won't find a better one than this.  There are a few bogus moments, as in any film of this type, but they're pretty easy to get past.  (But unfortunately, the one sequence in the film that most needs the audience to avoid thinking too much about the reasons for what happened, is the climax.)  There are also some terrific action pieces, much more impressive than those in the first film, particularly the opening sequence.

Colonel Stryker, a "military scientist" who has reason to hate mutants, has come up with a way to control the minds of those he captures, and thereby turn the powers of mutants against their own people.  His attack on mutant-kind forces Professor Xavier and Magneto, the enemies of the first film, to join forces...

The Stryker character is a bit too much of a James Bond villain, but for a true comic book plot, sometimes that's exactly what you need.  Halle Berry as Storm is once again a weak point in the cast, this time turning in a performance inconsistent with how she portrayed the character in the first movie -- a different accent, for instance.  But most of the rest of the cast of mutants is strong throughout, in major and minor roles alike, and Hugh Jackman as Wolverine is, more than ever, the rockin'est tough guy in comic-book-film-dom.

One awkward bit is that the film has a high body count yet very little blood.  They had to keep the blood out to be safe for the kids to see.  Yet some of the scenes, if realistic, would be drenched in it...

Someone once said that Lawrence of Arabia may not be a great film, but it's certainly a grand film.  Likewise, the third X-Men movie may not be great, but it's certainly... big.  Maybe you could call it grand.

X-Men: The Last Stand is the kind of a movie that you might enjoy every minute of while watching it in the theater, but then start noticing lots of problems with when you think about it afterwards.  Since this is no less true of a lot of the other top superhero movies, such as Spider-Man 2, these flaws don't end up costing it anything in the cape rankings.  It does lose a bit of depth relative to the first two X-films... but in compensation, it offers far more action.  There are, for instance, superpower vs. superpower fights on a scale never seen before.

As others have pointed out, in a film series, it's at the third film that they generally stop thinking in terms of crafting a single work and start thinking in terms of ongoing assembly-line production.  Generally this involves a decrease in the talent and resources behind the camera.  Often the third film is the one where the original director is replaced.  Occasionally this ends up actually improving the results (e.g. the Harry Potter films), but usually the results are as in the Batman or Superman serieses: the third film is crap.  In this case, sure enough, the director is replaced.  Bryan Singer, who made the first two films what they were, is replaced by undistinguished journeyman Brett Ratner.  But it's okay; Singer has established the style well enough so that the differences are subtle.  There's a bit less depth and more action, but they don't dumb down the story.  And they most certainly don't make this just a generic middle- of- a- series episode; the film company decided they wanted a real capstone to the trilogy, so there are major events that leave permanent changes in the cast of characters.  People die.

Unfortunately, both Hollywood and the comics industry have a terribly difficult time with letting anybody stay dead...

The plot combines two stories into one.  One is the "Dark Phoenix" saga, in which a certain character who "died" in the previous film turns out not to be dead, but who when restored to life is no longer able to be one of the Good Guys, instead becoming a danger to everyone.  The second story is the main part of the film: somebody comes up with a "cure" for the mutation that makes the mutants different from regular human beings.  In public, the government is making it available on a purely voluntary basis, for mutants who want to rejoin mainstream society.  And many are glad to have the "cure".  But in private, the government is turning the cure into a weapon, knowing that certain mutants, notably Magneto, will react with violence to the idea of mutants being de-mutated.  Of course, the government's weaponization of the treatment provokes exactly the upheaval they were trying to guard against... such is the way of arms races.

Some have said that this movie tries to do too much at once, that it crams in too much story and too many characters.  Some fans, for instance, thought the "Dark Phoenix" story deserved to have its own film.  I disagree; to me, the sprawling nature of the tale and the large cast are strengths, and the Phoenix tale isn't enough on its own.  (I might as well say here that one weak point of the first two films is that the Scott/Jean/Logan love triangle never made itself very believable.  Never had any juice in it.  That was okay as a minor side issue, but it would definitely undermine any attempt to pump up the Phoenixery any larger.)  I kind of wish we got that kind of wide dozens- of- characters story more often in genre movies.  Big events in real life never center on just a few characters; there are always dozens of peripheral players.

I don't want to nitpick away at too many of the shortcomings, but it has to be said that it hurt the film when Halle Berry demanded a bigger part, and the producers decided to keep her happy.  So she gets lots of screen time and lots of battle action which would have been better spent on someone more interesting, such as "Nightcrawler", played so vividly in X2 by Alan Cumming.  He's entirely absent from the cast this time!  Also, they definitely play the "he's not dead after all" card one time too many.  They were getting away with it right up until the very last scene, after the credits...

And for the characters who do die, the movie doesn't do much to make you care about them.  It depends almost entirely on whatever feelings you have for them are left over from the first two films.

The rest of the complaints I will keep quiet about, though there are lots more, because I definitely do not want to denigrate the film.  It fulfills the role of a big-ass action blockbuster very well -- in fact, it makes the first X-Men movie look rather petite and dainty -- and it still respects your intellect.  Even nowadays, when dumb loud action movies are definitely getting less dumb than they tended to be before the X-Men series started, that's still an accomplishment.  And despite the evidence of decline relative to its predecessors, this is still a better and, dare I say it, truer story than we've seen from Spider-Man or Batman* or any other successful superhero fim franchise.

* at least up until The Dark Knight

So they wanted to bring the main X-Men film series to a rousing conclusion with The Last Stand, making a neat trilogy of it, but of course they didn't want to stop milking the property as a whole, so they had to come up with new stuff...  They ended up taking a two-pronged approach to keeping the franchise rolling along: one fork leads to X-Men: First Class, which will presumably want sequels, and the other starts with this, and I suppose is expected to generate parallel side-projects giving origin stories for other characters... but which is also scheduled to get a sequel of its own, in which Wolvie goes to Japan.

The trouble with both prongs is, they're prequels.  Once a series descends into prequels, you pretty much know most of the good flavor has already been squozen out of it, even if it's not also sinking, as here, to a much lower status than before in terms of budget and publicity.

So clearly, watching this is a much lower priority than the main series it spins off from.  But how is it on its own terms?

Not bad, I'd say.  Once more, the X-Men franchise continues to uphold a reassuring level of decency even at its weakest.  My one complaint is that the weakest points of this film are precisely those that are set up as prequelage for the main sequence: the bits that detail just how Wolverine became Wolverine.  Most especially, the notorious skeleton-adamantiumizing scene, the one bit that's been most heavily revisited in flashbacks and hints prior to this film.  When we finally get the whole story, it's not only weakly presented (in part due to hanging on to a PG13 rating, I guess) but also very sloppily plotted: you really want a better explanation that that if you want to sell a scene where the mad scientists try to convert someone into an unstoppable human weapon, and then immediately change their minds and decide that their only further interest is in killing him.

The rest of the story -- a synthesis from multiple evolving versions of the Wolverine back-story worked out over the years in Marvel comics -- works a good deal better.  The center to it all is his relationship to his half-brother Victor Creed, a.k.a. Sabretooth.  Now in the main series, Sabretooth was just a big mean galoot who hardly spoke.  There was not the faintest need to hire a real ac-torr to play him.  Now that such a need had arisen, the filmmakers unceremoniously dumped Tyler Mane from the role and hired a guy who has never ever before been known for being big and hulking and threatening, but was much better known for arty melodrama roles.  Liev Schreiber.

I will certainly admit that I didn't see that one coming.

So they sent Liev off to the gym to muscle up... and he put on thirty pounds of beef.  Rumors of forty-five pounds are exaggerated, he says, but still, that's quite a physical transformation.  All of a sudden, this dude is scary.

I am disappointed by this career move by Liev on two fronts: first, he's appealing to the lowest common denominator of casting, much like getting a boob job.  No matter how legitimate it is, it can't help but lower the tone a little.  And second, now that Liev is (at least temporarily) a badass, it's going to be that much more difficult to arrange an "accident" for him so that Naomi Watts can correct her mistaken choice of husband.

Anyway, the suddenly very intimidating Schrieber makes an excellent foil for Hugh Jackman, and their unbreakable bond of loyalty and emnity, though rather fake and forced in script terms, works pretty well to give the film a strong center point.

Add to that some pretty decent depth for the Howlett/Logan/Wolverine character, and some quite good major action scenes, and the whole thing is pretty satisfying.  One might easily argue that it's quite unnecessary, but for what it is, it's quite okay.

The overall mood of the film is not comic-booky and action-movie-y at all... a lot of the time, it has a tone more like some kind of historical melodrama.  And that works, though I suppose it may not be for everybody.  This tone makes it a very twenty-first century film; this is just the sort of thing that is separating the forward-looking instances of modern action cinema from the classic styles of the past.  It's also a very twenty-first century aspect that within this context, it can have action set-pieces that are this badass.

On the other hand, there is one thing here that's nicely old-fashioned in comparison to the mainline X-Men series: we finally get away from Wolvie constantly fighting and stabbing women.

There is one further problem to discuss.  Ryan Reynolds.  They've got him playing the character who becomes "Deadpool".  He was a pain in the butt in Blade: Trinity, and he's going to be a pain in the ass in Green Lantern, and you'd think that in this case he's perfectly cast for once, because his character is supposed to be a pain in the heinie... but he's a pain in the buttocks even at playing a pain-in-the-patoot character, because he suddenly fails at playing the kind of pain in the fundament that he managed very smoothly in the Blade movie -- when he's supposed to be a jabbering motor-mouth, he sounds like he's rehearsing his declamation of a bargain-basement Shakespearian soliloquy.  Where's the energy and spontaneity?  Fail.  Then once he's Deadpoolified, he mostly turns into Scott Adkins, who doesn't speak.

There are a bunch of other super characters in the movie -- the most important being Remy "Gambit" LeBeau, played by Taylor Kitsch, whose cajun accent is weak sauce.  This has been one of the most popular (or maybe just one of the most overplayed) X-characters in the comics, so it's surprising that it took this long for him to show up in a movie.  And there are a bunch of others, and they make sure to fit in a bunch of X vs Y matchups among them.

There are, of course, rumors that both Deadpool and Gambit will get movies of their own...