Directed by the blandly competent Brett Ratner, the third X-MEN feature hauls out the heavy special-effects artillery and takes no prisoners on the story front, but lacks the pop gravitas that distinguished the earlier films. It opens in flashback, when mutant supremacist-to-be Eric Lensherr/Magneto (Ian McKellen) and Dr. Charles Xavier (Patrick Stewart) are still allies in the two-front war against antimutant bigotry, and are teaching mutants to harness their gifts and convincing a hostile world to accept them. They recruit adolescent Jean Grey (Haley Ramm), whose raw telepathic power is mind-boggling. Flash forward to the present (or more precisely, the near future): Two of Xavier's most powerful and gifted followers, Logan/Wolverine (Hugh Jackman) and Scott Summers/Cyclops (James Marsden), who both loved the adult Jean (Famke Janssen) and lost her to an act of supreme self-sacrifice in X2 (2003), are still reeling from her death. The pragmatic Logan sublimates his heartache, while Scott, whom Xavier has groomed to take over his School for Gifted Youngsters, is bereft to the point of paralysis. Returning to the lake where Jean died, Scott bears witness to her astonishing rebirth, but when Logan and Storm (Halle Berry) arrive later they find only Jean, evidence of some enormous psychic disruption and Scott's trademark glasses. Meanwhile, a new threat to mutants has arisen: Worthington Pharmaceuticals — ominously headquartered on Alcatraz Island — has found a substance that deactivates mutant powers, which they're positioning as a gift to those unhappy individuals who crave ordinary lives. Magneto sees a conspiracy to forcibly strip them all of their talents, a view leant credence by Warren Worthington II's (Michael Murphy) determination to "cure" his own mutant son, Angel (Ben Foster). Others — including Xavier protege Rogue (Anna Paquin), whose life-draining abilities have strained her relationship with boyfriend Iceman (Shawn Ashmore) — seriously consider the option. As Xavier's followers — including the blue-furred, paradoxically articulate Dr. Henry McCoy/Beast (Kelsey Grammer), who's been trying to advance the cause as the President's Secretary of Mutant Affairsand student Kitty Pride/Shadowcat (talented Canadian actress Ellen Page) — work out their personal troubles, Magneto acquires several powerful new allies, including Callisto (Dania Ramirez), who senses other mutants; Arclight (Omahyra), who controls shockwaves; the Multiple Man (Eric Dane); and Xavier's own belligerent step-brother, the Juggernaut (Vinnie Jones) — though, oddly, their relationship is never mentioned. Writers Zak Penn and Simon Kinberg dip into the X-Men mythos without being slavishly bound by it, referencing the early 1980s' Jean Grey/Dark Phoenix arc, introducing familiar series characters and killing off favorites with icy efficiency. But for all the sound, fury and spectacle, the film feels vaguely hollow and unsatisfying.