Brett Ratner, the hit-or-miss director of "Rush Hour" (boo!) and "Red Dragon" (yay!), brings his frenetic, self-assured bombast to the "X-Men" franchise, replacing the savvier, more sensitive Bryan Singer. As a result, "The Last Stand" feels busy and rushed even when there's no action -- which, curiously, is most of the film.

Yes, for an action film there's surprisingly little action. Instead, the first 75 minutes are practically bursting with plot, as a major pharmaceutical company has created a product that will "cure" a mutant of his or her unusual traits. Mutant activists are outraged by the very idea -- mutantism doesn't need to be "cured" any more than left-handedness does! -- while some of the meeker members of the community are secretly overjoyed to know they can finally be relieved of the things that make them different from everyone else.

These divergent opinions exist at the school for mutants run by the benevolent Professor X (Patrick Stewart), too. Rogue (Anna Paquin), whose power is that she can drain a person's life force by her touch, hates that she can never be physically close to anyone, including her boyfriend Bobby (Shawn Ashmore), aka Iceman. Would she give up her mutantism if it meant she could have a normal relationship?

On the other hand, the militant mutants led by Magneto (Ian McKellen) are rabidly opposed to the cure, with Magneto insisting as part of his Hitler/bin Laden-style propaganda that this is the first step toward the government making the cure mandatory. His paranoid view is supported by the fact that law-enforcement agents dealing with mutants are already carrying guns loaded not with bullets but with vials of the cure. A mutant prisoner steps out of line and bang, his mutant powers are revoked.

Meanwhile, guess who's back from the dead? Telekinetic master Jean Gray (Famke Janssen), that's who! Alas, the part of her personality that is "all desire, joy and rage," as Professor X puts it, is dominant now, and Jean -- now called Phoenix -- is using her mighty powers to destroy whatever happens to be in her way. Magneto, knowing a good thing when he sees it, recruits her to help him wage war against the Alcatraz-based research facility where the mutant cure is being produced.

Good guys Storm (Halle Berry) and Wolverine (Hugh Jackman) lead the charge to defeat Magneto. As always, they agree with some of his sentiments but disapprove of his methods, especially the methods that involve killing all humans. Professor X's team is rational and diplomatic about mutant-human relations, and one of the professor's graduates, the blue-furred Dr. Hank McCoy, is even now in the U.S. cabinet as Secretary of Mutant Affairs. A cure may be wrong-headed, but let's not go murdering everyone.

There's a destructive showdown with Phoenix at her childhood home that recalls the franchise's best fights, and Magneto continues to be a deliciously cold villain, his casual disregard for human life now reaching epic proportions. Yet the film's final battle of good mutants vs. bad mutants, despite its largeness, is little more than a bunch of people hitting each other. And the massive event leading to it -- Magneto has to get his army to Alcatraz Island somehow, so he takes drastic measures -- is laughable. You'll think: Why did he do THAT? Then you'll think of about 10 things he could have done instead that would have been easier, faster and more logical. But hey, they wouldn't have looked as cool, right?

(What does Magneto need a whole army for, anyway, when Phoenix can disintegrate things with her mind?)

Most of the characters from the other films are still here, though some have smaller roles while others -- notably Kitty Pryde (Ellen page) and Colossus (Daniel Cudmore) -- have much larger ones. At least a dozen new mutants are introduced, too, sometimes unnecessarily, as with Angel (Ben Foster), a boy with feathery wings that enable him to fly, who serves no purpose in the story and has very little screen time.

Was Angel a shout-out to fans of the comic book? I gather there's a lot of that going on, with things that sound like catchphrases popping up randomly as a means of pacifying fanboys, even though it's apparent the director doesn't actually give a ratner's behind about them. (I've never read an "X-Men" comic book, but you should have heard the kvetching from the fans after the preview screening!) Between that and the hammy, witless dialogue from writers Simon Kinberg ("Mr. & Mrs. Smith") and Zak Penn ("Elektra") -- "I'm Juggernaut, b****!" says one new bad-guy mutant in an effort to produce the Worst Line of 2006 -- there is plenty to make you shake your head sadly. Not enough to kill the franchise, though. Maybe that will come with Part 4, like it did with "Batman."