There is nothing more irksome to comic book fans than the use of the phrase "comic book storytelling" as a pejorative. It's a frustrating misappropriation that recasts an entire medium in the image of its bottom tier. The insult is intended to mean all flash and no substance, tales of overwrought emotions and illogical plots--something that is unfair to a form of entertainment that can be as nuanced and exciting as any other. To flip it around, when a movie critic writes up a film and lambastes it for having "comic book storytelling," it would be like a comic book critic calling a graphic novel "cinematic" because it possesses all the horrible qualities of Battlefield Earth.*

When Bryan Singer helmed the first two X-Men movies, most comics fans got behind them because someone had finally done an adaptation of a comic book with the same level of respect that's expected of filmmakers who adapt the best of other kinds of genre fiction. He treated the comics as if they were a novel by James Ellroy rather than a supermarket tabloid of no consequence. Now Bryan's left us to do Superman, and the studio has handed the third flick, X-Men: The Last Stand, to Brett Ratner, best known for the Rush Hour series and for previously spitting on a franchise grave by making Red Dragon. Which is sort of like hiring Britney Spears to be your nanny, and other similarly cheap shots.

Which isn't to say that X-3 is all bad. This isn't going to be one of those reviews from a guy who couldn't get into the spirit of the thing. Nor can you dismiss me as being just some geek who has no life and wants to whine about how he would have done it. Yes, I used to read Uncanny X-Men, but it's been over a decade and I don't remember the books well enough to pick every nit. Adaptations are about capturing what is essential about the original material, about transferring characters and themes to the screen.

And this is where Ratner stumbles.

The first half of X-Men: The Last Stand is devoted to ludicrous exposition. Two main things need to happen: Jean Grey (Famke Janssen), who sacrificed herself at the end of X-2, has to be brought back into the picture, and it has to be revealed that some kind of big company has developed a serum that "cures" mutants of their powers and makes them normal humans. The latter issue becomes the sticking point for mutankind: how you react to the news says something about who you are and how you view yourself. Yet, neither Ratner nor his screenwriters, Simon Kinberg (Mr. & Mrs. Smith) and Zak Penn (X-2, Elektra), really seem to be buying the convoluted science of the cure or the melodrama of Jean's resurrection, and therefore they don't really try to sell it to us. Rather, they just shove all the pieces around until they are where they need to be so they can get on with what they really want to do. "Oh, look! Jean Grey is back. Don't worry about it, she just is. And did you see what's in this syringe?" "How convenient that Charles Xavier and Magneto show up in the same place at the exact same time!" "Lucky for us that the government put Mystique in a cell with open bars so we could stare at her sexy body, while sticking all those ugly boys behind doors with no windows. It makes for an awesome reveal later!"

These are the sorts of storytelling leaps that comic books are alleged to have taught us, but let's be honest, we've seen them in tons of bad movies, too. You ain't pinning that on us!

The biggest bungle is the handling of Jean Grey. Her rise from the dead has to be one of the most inauspicious returns of a popular character in film history. She literally just rises up and there she is, and her friends don't really seem all that rattled by it. In fact, the men in her life are too busy having her jump their bones to ask questions, because apparently death makes you horny. A whole scene is devoted to explaining how the massive breadth of Jean's powers has messed with her mind, making her both the placid Jean we are used to and the freaky sex machine we see now. Only, once that explanation is out there, it's dropped in favor of Janssen performing an alien salamander routine, walking through the film with blank eyes and perfect posture. The story should have been this woman's mental dilemma, but to do that, they'd have to make her an actual person.

Things pick up once X-Men: The Last Stand lets all of those machinations go and becomes an action movie. Magneto (Sir Ian McKellen) launches a terrorist attack on a clinic administering the cure to mutants. From there, the fighting starts, and things get good. McKellen retains his position as the King of the Nerds, once again wryly strolling through the movie as if he's in on how good he can be and isn't afraid to show it. Forget Gandalf, Sir Ian is much more delicious as the villain.

Second to McKellen as the best of the returning cast is easily Hugh Jackman's Wolverine. The man with the claws was always the most popular of the characters on the comic book page, and Jackman has never had a problem matching his own natural charisma to Logan's Byronic mixture of gentleness and fury. He's more vicious in this movie than the previous films, largely because he's fighting for the woman he loves. There is an excellent fight scene in a forest where Wolvie dodges around trees while savagely mowing through Magneto's perimeter guard. Sadly for those of us who like Wolverine's quiet side, he only gets one substantial scene with Rogue (Anna Paquin), depriving us of the tender moments the characters have shared in the past.

On the other end of things, Halle Berry continues to make a disappointing Storm. She spends most of the film pompously growling about the evils of the cure and sounding like she's back up on the Oscar podium (and, in retrospect, we all know how convincing that was). She doesn't have any of the comic book version's austerity, nor does she inject enough of her own sass to make Storm anything new. Instead, she's just blah.

Thankfully, there are plenty of new characters to pick up the slack. Ellen Page is adorable as Kitty Pryde, and Kelsey Grammer makes an excellent Beast. We knew he could capture Hank McCoy's egghead pomposity, but that he could also bring across the physicality is a wonderful surprise. The old fanboy in me got shivers when Beast said, "Oh my stars and garters" for the first time. Amongst the villains, Vinnie Jones is a real treat as Juggernaut, infusing the badass with an affable egomania, and the core Morlocks--Magneto's new streetwise crew--have the menace and attitude previous X-Men villains have been without. The only cast addition that doesn't really come off is Angel. The character is little more than a plot device, and Ben Foster (Six Feet Under) is a little too skeevy to be convincing in the wings.

For the big climax, Ratner and crew pull out all the stops. If The Last Stand is indeed intended to be the closing of the X-Men franchise--and who really believes that?--then big action and big effects are required. This is where the film delivers. Good mutant vs. bad mutant in a bloody melee. Most of the CGI looks fantastic, with the only noticeable missteps being when they try to animate full figures. Iceman (Shawn Ashmore) looks horrible when he tries to talk while in popsicle mode, and there's something not quite right about Colossus (Daniel Cudmore) when he goes metal. Yet, Wolverine gets to slice and dice to his heart's content, and the Beast becomes his feral companion, swinging on poles and pummeling the bad guys with relish.

The big finish is also satisfying for its handling of the subplot of the long-running romantic tension between Jean and Wolverine. While we're asked to ignore a rather obvious plot solution to let it go down the way it does, it's worth it. I may be an old softie, but I was wiping a tear or two from my eyes when it was all said and done.

So, in the end, X-Men: The Last Stand wasn't as bad as it could have been, but it wasn't as good as it probably should be. While it has excitement to spare, it does take its sweet time in getting to it, and it sacrifices some of the stronger character elements along the way. The X-Men series has always been as much about soap opera as it has been about fisticuffs, and if this really were the finale, it would have been nice to spend more time with the personalities that originally drew us in. At its best, the X-Men series was known for comic book storytelling that dealt in the finer aspects of story, something that's never been Brett Ratner's territory. That's always been more of a job for Bryan Singer, and all I have to say, Mr. Singer, is your Superman better not be as lame as the trailers make it look so us mutant fans can forgive you for selling our favorites short.

EASTER EGG: Stay to the end of the final credits. There's something waiting for you there.

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* And for that matter, comic book fans don't want to be judged on the merits of those who like to dress as Klingons (which are from TV, really) any more than sports fans want to be judged from the chubby dudes that show up to games painted in the team colors instead of wearing shirts. If we're talking percentages here, most of us don't!

Jamie S. Rich is a novelist and comic book writer. He is best known for his collaborations with Joelle Jones, including the hardboiled crime comic book You Have Killed Me, the challenging romance 12 Reasons Why I Love Her, and the 2007 prose novel Have You Seen the Horizon Lately?, for which Jones did the cover. All three were published by Oni Press. His most recent projects include the futuristic romance A Boy and a Girl with Natalie Nourigat; Archer Coe and the Thousand Natural Shocks, a loopy crime tale drawn by Dan Christensen; and the horror miniseries Madame Frankenstein, a collaboration with Megan Levens. Follow Rich's blog at Confessions123.com.