by David Ellis

A white-haired man addresses a crowd at a rally in some undisclosed location. The man, ERIK MAGNUS LEHNSHERR, gives a moving speech about the injustice beings called "mutants" (apparently himself and the crowd) suffer at the hands of "small-minded humans", relates it to his childhood experiences in Nazi-occupied Poland, and advocates a call to action. The mutants must fight back against their oppressors before they become the victims of another Holocaust. At his sides are his two adult children, PIETRO and WANDA.

A SNIPER interrupts the rally by firing at Magnus. The bullet is somehow stopped in midair less than a foot from him, and he commands Pietro to bring the sniper to him. In a burst of speed Pietro takes off, and returns with the sniper. Magnus challenges the assassin to make one last attempt, "the last bit of charity" he's giving ANY human. The sniper's attempt fails miserably, and Magnus kills him.

While Pietro disposes of the body, Magnus tells Wanda that they must prepare for war.

After establishing the "Xavier School for the Gifted", we see a bald man in a wheelchair making his way across the hallway into a strange elevator. He is CHARLES FRANCIS XAVIER, the founder of the school...

...and of a different group of people. A strike team of mutants called the X-MEN. From the observation booth, he watches the team (composed of CYCLOPS, MARVEL GIRL, STORM, NIGHTCRAWLER, and WOLVERINE) go through a training exercise involving several large mechanical constructs.

During this, Xavier chats with HANK McCOY, an erudite-sounding figure who remains off-screen (save for a large blue-furred hand) until the end of the training sequence, at which point we find that he's blue-furred and apelike, and probably the strangest looking character we've seen so far.

The X-Men score highly on the exercise, at which point most of the team hits the showers, except for Cyclops, Marvel Girl, and Wolverine. We find that the first two are romantically linked, while Wolverine is also attracted to the female member (or "Jean", as she's called), creating a tense love triangle. After Wolverine storms off, Xavier and Hank enter the Danger Room, where Xavier reveals that his "old friend Magnus has returned."

The X-Men, now in civillian garb, listen as Xavier reveals information about Magnus. He fills them in about the assassination attempt Magnus foiled, and how both Magus and the U.S. government will use that as an excuse to start a conflict with each other.

Xavier and the X-Men have more on their minds than Magnus, it turns out, when the School for the Gifted opens for a new semester of students (JUBILATION LEE, KITTY PRYDE, SAM GUTHRIE, ROBERTO DACOSTA, RAHNE SINCLAIR, and TABITHA SMITH). Xavier explains to them (and to the audience) the genetics of what a mutant is, then introduces them to the X-Men members (still in normal clothes), who will serve as their teachers on various subjects:

SCOTT SUMMERS (Cyclops) - Math
JEAN GREY (Marvel Girl) - English and Literature
ORORO (Storm) - History
KURT WAGNER (Nightcrawler) - Music and Art
Hank McCoy - Science (this surprises the students)
LOGAN (Wolverine) - Physical Education (this surprises no one, though he manages to startle the kids by unsheathing his claws. "When I say it's time for pushups," he declares, "it's time for pushups!")

A crowd gathers at the store window to watch SENATOR ROBERT KELLY preach the potential dangers of mutants on CNN. Among the crowd is JASON WYNEGARDE (MASTERMIND) a goth-type guy in a black trenchcoat. He decries Kelly's speech as racist B.S., which causes the crowd to suspect him of being a mutant himself, which he doesn't deny. To prove it, he causes his hand to burst into flames, and warns the crowd to stay back. The crowd tries to lynch him anyway, though for some reason they can't touch him; he's intangible, which causes one member of the crowd to ask how many powers he has.

As it turns out, the figure the crowd tries to attack is an illusion created by the real Jason, who's across the street, watching the scene with amusement as it turns into a full blown riot.

Jason meets ALEX SUMMERS, a tough-guy type who apparently never grew out of juvenile delinquency. Alex reveals he's a mutant and tells Jason about The Brotherhood, a group of mutants who have "plans for this country." Intrigued, Jason is taken to the leader of the group...

...who turns out to be Magnus, whose base of operations (well, one of many) is an abandoned car factory with plenty of metal around to keep him occupied. We see him on the roof, surveying the city...

...while Xavier puts on a helmet and reaches out with his mind to Magnus.

Magnus has a tense conversation with Xavier's astral form, where it's revealed on no uncertain terms that their views on mutants and humans cannot be reconciled. They seem to respect each other as former friends, but Magnus is more than willing to crush Xavier if the latter gets in his way.

The conversation ends, and Magnus enters the factory, where Alex introduces him to Jason, whose illusion power he sees potential use for. Welcoming Jason into the Brotherhood, Magnus introduces him to Pietro, Wanda, RAVEN DARKHOLME (a beautiful blue-skinned, red-haired shapeshifter), and her foster daughter ROGUE.

Logan and Kurt play pool and banter, while Hank plays a "Mrs. Pac Man" arcade game and contributes his own brand of humor to the conversation. Scott and Logan get into another argument on the kind of example Logan should set for the students.

The new students adjust to living in the mansion, and with each other. Jubilee and Kitty share a room and quickly get on each other's nerves; Sam and Roberto bond while listening to Jubilee and Kitty's argument; Tabitha and Rahne talk about parents, powers, teachers, and guys.

On the roof, Rogue watches the night sky, which is completely devoid of visible stars. She and Wanda discus their place in the Brotherhood, and whether they're in the group because they want to be, or out of loyalty to their respective parents. Both arrive at the latter conclusion. Rogue also reveals frustration over being unable to touch anyone, feeling like a "vampire".

Raven tells them to suit up and report to Magnus immediately; they have a mission.

The assembled Brotherhood watches as Magnus explains to them the details of the mission: Senator Kelly, Henry Gyruch, and Valerie Cooper will meet at Cape Citadel Air Force Base to discuss defense measures against mutants. Magnus plans to abduct the government officials and give them a taste of what they're about to do to mutants. The Brotherhood also plans to cripple the base while they're at it. They begin preparations to leave at dawn. It's also here that we see Magnus in his MAGNETO costume for the first time.

Logan is up early, practicing martial arts on the boardwalk overlooking the lake. Ororo (wearing a "white ethereal gown that's just this side of see-thru") walks to him, surprised that he's voluntarily awake before noon. Logan replies that he'd still be asleep if the kids weren't here. He seems reluctant to deal with teenagers, and Ororo asks him why he volunteered. Logan tells her that it's a harsh, dangerous world out there, and he's just the guy to prepare them for it. Ororo doesn't quite know how to respond to this, but their conversation is cut short by Xavier's telepathic messageto for the X-Men to suit up and take off in the X-Jet. He'll explain to them en route what's going on.

We quickly cut to Scott and Jean in their bedroom. Scott is already getting dressed; Jean doesn't want to get out of bed (yes, Jean in bed is definitely a fun visual).

13. X-JET
The SR-71 Blackbird rises from the lake vertically, and takes off quite dramatically. PULL OUT to reveal this scene through Kitty and Jubilee's window, where the two girls gape.

Inside the jet, Xavier's telepathic image fills the X-Men in on the situation: Cerebro picked up Magneto's distinct mutant bio-signature heading toward Cape Citadel, the only place in that area that would be of interest to him (especially considering there's a conference going on there). Xavier also reveals that he's picked up six more mutant signatures, but Magneto's magnetic interference makes it difficult to determine who the others are. Wolverine notes that if Magneto's power can interfere with Cerebro's detection system, then he can quite possibly make himself and his followers completely invisible to Cerebro if he wanted to be. Magneto must want to be followed, which means the X-Men are heading into a trap. Cyclops states that they have no choice.

The Brotherhood prepares to move in. Mystique and Mastermind use their powers to slip into the base undetected. The rest will move in and cause lots of damage when Magneto gives the signal.

Inside, Kelly, Cooper, and Gyrich debate the mutant issue. However, there's enough animosity amongst them that the conversation is less than civil.

Outside, Magneto wrecks shop on the base, quickly taking out the guards with his magnetism.

The X-Men arrive, but Havok blows the jet out of the sky. The X-Men manage to land safely, but only due to Magneto's force field. They exit the jet and face Magneto's Brotherhood.

Back inside, the officials are seriously freaking out. They holler at the guards to protect them, but the guards turn out to be Mystique and Mastermind.

Meanwhile, Magneto gives the X-Men one last chance to join him. They naturally refuse, and the battle royale commences. Highlights include Wolverine getting seriously blasted by Havok, Nightcrawler disrespecting both Havok and Quicksilver, Scarlet Witch going toe-to-toe with Storm and causing her weather power to backfire, and a fully-healed Wolverine mopping the floor with Havok. Rogue turns out to be the Brotherhood's ace in the hole, taking out several X-Men before throwing down with Wolverine.

Their fight takes them into the forest outside the base, where a group of helicopters serving as reinforcements shoots them down with a missile (Rogue had been flying over the forest while locked in combat with Wolverine).

Magneto, having anticipated the reinforcements commands his Brotherhood to retreat now that they have the officials. They let the X-Men deal with the military, which results in the team severely in over its head. The X-Men find both Wolverine and Rogue barely alive in the forest, and they manage to steal a military helicopter to escape.

Mystique is pissed at Magneto for abandoning Rogue. Magneto regrets the decision, but he promises that he will get her back. Mystique can't wait that long and makes her own plans. Meanwhile, Magneto locks Cooper, Kelly, and Gyrich in a prison cell, intending to make their stay as horrific as possible.

The X-Men and Xavier check on the still unconscious Rogue. Logan (who's still hurting) is less than pleased with the fact that she was taken here; according to him, the X-Men should have left her there. This naturally creates an ideological conflict. Rogue wakes up, and freaks out at the idea that she's been kidnapped by the X-Men. Medlab damage ensues. Xavier manages to calm her down enough to reason with her, and convince her that they won't harm her. This doesn't make much sense to Rogue, since Magneto painted the picture of the X-Men being terrible people. According to Magneto, the X-Men are just as bad as the humans who persecute mutants, so Rogue is stuck trying to figure out whom to believe. She wants to leave, but is still too injured to get very far, so she reluctantly stays.

The students experience their first day of school at the mansion, and it's far from typical, as even the most mundane of classes is confounded by a mixture of adolescent personalities and runaway mutant powers. During all this, Xavier and Rogue watch the results.

The last class of the day is Phys Ed, and Logan is more than happy to put the kids through their paces, challenging their bodies as well as their powers. Xavier urges Rogue to participate in an exercise, and her attitude almost leads to a fight with a few of the students, as well as Logan, with whom she has a grudge. Logan tells her that if she wants a piece of him so bad, she should take it in the Danger Room, instead of in front of his students.

The X-Men watch as Wolverine and Rogue square off in the Danger Room. No quarter asked for, none given. The two appear to be somewhat evenly matched, but Wolverine soon gains the upper hand due to his superior fighting experience. Cyclops notes that the two are alarmingly similar in terms of temper. All of a sudden Wolverine and Rogue find themselves having to defend themselves against Danger Room robots (thanks to Cyclops), and even more to their horror, they find themselves defending each other, and acting in a fashion that resembles teamwork! The session ends in a tie, though they're both calmer.

After a flashback concerning the first kiss where he power manifested, Rogue wakes up on the couch of the guest room. She sneaks out of the mansion, and, finding herself strong enough, attempts to fly off for the factory. She gets as far as the lake and wonders if she really wants to leave. She looks back at the mansion and sees an explosion in one of the windows.

Mystique leads the Brotherhood (without Magneto) on a mission to rescue Rogue. They're unaware that she's not in the mansion, and a brawl starts between the two teams. The students get involved, which Mystique exploits by putting them in danger and forcing the X-Men to stand down and bring Rogue to her. Magneto shows up with Rogue in his custody. He's pissed at Mystique for leading the Brotherhood without his authorization. The Brotherhood leaves with Rogue, and, as an afterthought, Magneto creats an electromagnetic pulse to cripple the mansion's technology and severely hamper the X-Men's efforts.

The Brotherhood are glad to have Rogue back, but Rogue begins to view Magneto and his followers with even more distaste than ever. While Magneto toys with his captives some more, Rogue tries to convince Wanda and Pietro that what Magneto is doing is wrong. Wanda is sympathetic, but Pietro's overbearing personality will hear none of it. Unbeknownst to them, Mystique observes this.

The X-Men deal with the aftermath of the Brotherhood's raid, with many of the students injured. The X-Men aren't doing much better.

With the power off, the X-Men resort to having Wolverine and Cyclops cut and blast their way into the underground levels.

In the war room, they attempt to make a game plan with next to no resources. Instead, they rely on their brains to figure out where Magneto is located, and on their experience with the Brotherhood to map out a strategy. Xavier determines their location based on what he can remember of his surroundings during his telepathic talk with Magnus. The X-Men determine the Brotherhood's roster and operating strategy based on their last two battles, at which point Cyclops reveals he heard Havok called "Alex" by Rogue. This confirms his suspicion that Havok is Alex Summers, Cyclops' brother. They piece together other bits of information, and prepare to take Magneto down.

Nightcrawler teleports the team there, which takes some doing considering his power only has a three-mile radius; less with passengers.

The X-Men enter the factory (Nightcrawler has to stay outside since he's expended his power), and are surprised that they don't encounter any resistance. This lasts maybe ten seconds, then the Brotherhood pounces of them.

The battle turns out to be the most explosive one yet, as each side dishes out and takes serious damage. Rogue convinces Wanda to help the X-Men, and the team emerges victorious, though they barely have anything left.

They confront Magneto, but they're wiped out by a magnetic wave before they can do anything. Magneto shapeshifts back into Mystique, and the real Magneto (who was behind the X-men when he delivered the wave) smiles. Victory is his.

Nightcrawler slips into the factory to bail out his teammates, and finds them shackled to the wall just as Cooper, Gyrich, and Kelly are. Magneto plans to magnetically impale them all with thousands of shards of sharp metal. Even Wanda and Rogue, whom he deems as traitors.

Nightcrawler is discovered by Quicksilver, but the latter reveals that he's on Kurt's side. His father Magneto has gone too far this time. Unfortunately, they're both attacked by Mytique, who reveals herself to be Kurt's mother.

Kurt and Pietro are put in the metal trap with the rest of the prisoners, and Magneto pepares to finish them off. However, Magnus is once again visited by Xavier's astral form, which Jean helped make possible due to a psionic link with Xavier. Xavier gets into Magneto's head, and insted of mind-wiping him, he causes Magnus to relive his childhood in Auschwitz. Here, we see the horrors Erik Magnus Lehnsherr witnessed and experienced firsthand, the horrors that made him what he is today. Xavier finally gets Magneto to see that his war against humanity will turn him into the very thing he hates most: the bringer of a Holocaust. Xavier tells Magneto that if he goes through with this, he will become another Hitler. This implication angers Magnus enough to force Xavier from his mind, but it leaves with enough doubt that he frees the X-Men and the humans, telling them to leave this place immediately before he changes his mind. As the X- Men leave with the officials, Magneto takes the factory apart in one last fit of magnetic rage.

Outside, the X-Men thank Wanda and Pietro for their help, and offer a place at the mansion, but the sublings decide not to end their involvement in one man's crusade by finding themselves in another, so they leave on their own, heading back to their homeland of Transia. Kurt is troubled by Mystique's disappearance, and her revelation of his heritage. Was she telling the truth?

Gyrich, Cooper, and Kelly are safe and sound, though each has interpreted the events differently. Kelly realizes that there are good and bad mutants, just like there are good and bad humans, and begins crusading for mutant rights, confusing the hell out of his supporters. Val Cooper decides to keep an eye on the X-Men, and sets up a deal with SHIELD agent NICK FURY to do just that. Henry Peter Gyrich realizes that mutants are an even bigger threat to national security than he once thought. He makes a call to a certain guy named TRASK "about those Sentinels..."

The power has been restored to the mansion, which is in need of extensive repairs. Still, the X-Men have some business to take care of first: Xavier and Cyclops present Rogue with her own X-Men uniform, and welcome her as a member of the X-Men. Rogue observes that there are now three male members, and three female members, making the gender balance even and calling into question the "Men" part of the team name. Cyclops does not look amused by this, but everyone else does.

We end with an exterior pan across the mansion, holding on the identifying sigh on the gate, "XAVIER SCHOOL FOR THE GIFTED". Close in on the X as the theme music begins, leading into the end credits.