EW answers five burning questions about X-Men 3. The inside scoop on the plot, new director, fanboy ire, studio jitters, and if this is the end for the Marvel mutants

Colossus isn’t the only X-Men character with a thick skin: For the past year, X-Men: The Last Stand director Brett Ratner has withstood the pressure of handling the final chapter in one of the most successful comic-book film franchises ever. Twentieth Century Fox turned over directing duties to series newcomer Ratner hoping that he could match X-vet Bryan Singer’s talent for delivering films that both comic geeks and the public could love. With all the fanboy fervor surrounding the latest project — due in theaters May 26 — EW tracked down the inside scoop on the new X-Men movie.

1. What is the movie about?
The end of X2 seemed to set up a third installment focusing on a Jean Grey/Dark Phoenix story line that would follow the evolution of the goody-two-shoes character (played by Famke Janssen) into a super-baddie. But the driving plot of The Last Stand turns out to be the discovery of a ”cure” for mutations. Why the switch? ”To start and end the movie with just Dark Phoenix is silly,” says Marvel Studios CEO Avi Arad. ”It’s not enough — you run out of story.” But Twentieth Century Fox chairman Tom Rothman says the new direction will still thrill: ”It has one of the coolest beginnings. It begins with [Patrick Stewart’s] Xavier and [Ian McKellen’s] Magneto together as young men.” And Halle Berry/Storm devotees will be relieved to know that the weather-wielding mutant is central to the third film and, more importantly, has a new wig.

2. How did Brett Ratner end up replacing Bryan Singer?
Singer, director of the first two X-Men films, opted out in 2004 when Warner Bros. offered him Superman Returns. ”He and I talked the night before he made the decision,” says Arad. ”Warner gave him a very big deal. From what I hear, they gave him carte blanche on the budget.” (A Warner spokesperson told EW, ”No one ever gets carte blanche at this studio.”) It was in the middle of shooting the cover of French Vogue in Paris — Ratner moonlights as a photographer — that the director got a call from Fox informing him that Layer Cake‘s Matthew Vaughn, the first Singer replacement, had left the project for personal reasons. Says Ratner, ”They had to shoot in six weeks. It’s a scary thing, even though I only had a week prep on my first movie [1997’s Money Talks].” Of course, behind-the-scenes drama seems to be par for the course with this franchise, which has endured on-set battles and rumors of ballooning budgets since the first X-Men, shot in 1999. ”X-Men without a bumpy road would be an oxymoron,” laughs Wolverine himself, Hugh Jackman. ”It somehow seems to be the winning formula.”

3. Why are some fanboys so upset about X3?
To put it simply: Brett Ratner. The director achieved box office success with the Rush Hour series, but his other stuff (see: After the Sunset) has been commercially and critically lukewarm. This has turned bashing Ratner into something of an Internet blood sport. (Check out the parody poster at aintitcoolnews.com.) Ratner, however, says his game hasn’t been thrown, especially after Singer called him for a pep talk. ”The advice he gave me was ‘Don’t let Ain’t It Cool [posts] bring you down,”’ he says. ”’They said the same s— about me.”’ Still, while the film has online supporters like superherohype.com, the negative reactions have left the director at a loss. ”I’m a good guy,” says Ratner. ”My grandparents live with me. People are talking s— because I’m successful, I guess.”

4. Is the studio worried?
”I would be worried if there wasn’t kvetching going on,” says Rothman. ”These are love letters compared to what we got on the first movie. I hired the director of Apt Pupil to direct X-Men! Crucifixion would have been too good for me.” Most of the furor has been over early images leaked online, which the creative team claims were stolen and unfinished. ”The stuff that they’re leaking is not representative of the film,” says Ratner. ”It’s like [looking at] a girl without makeup on.”

5. Will this be the last X-Men movie?
That’s what the studio has been saying — but don’t buy it. While this particular trilogy is ending, Fox has spin-off plans, including a Magneto prequel and a flick featuring the younger X-Men. For the near future, though, it appears that fan favorite Wolverine will be the first X-Man to get his own film. ”We actually have a second draft [by 25th Hour‘s David Benioff] coming in,” says Jackman, who hopes to shoot the film next year. As for Ratner, for now, the third X-Men film looks to be his first and last. ”I’ve done the biggest one I could do. I did the best job I could, and I’m tremendously proud.”

X-Men: The Last Stand
  • Movie
  • 107 minutes