X-Men: The Last Stand

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X-Men: The Last Stand is a 2006 film and the third in a series of films based on the Marvel Comics series X-Men following X-Men and X2. It focuses on two storylines: A mutant antigen is created, which the government exploits and uses against the mutant population, resulting in a war between humanity and the Brotherhood of Mutants. The X-Men become the third side of this war. The story behind Jean Grey's powers as the Phoenix and her effects on the X-Men and humanity.

Directed by: Brett Ratner, Written by Simon Kinberg and Zak Penn
Take a Stand (Taglines)


  • [To Colossus - who is recovering from a power drain due to touching Rogue] The whole world is going to hell and you're just going to sit there? Let's go.
  • [After Storm shoves Logan out of the way of a Sentinel attack - Logan loses his cigar] That was my last cigar.
  • [to Rogue] Hey, I'm not your father. I'm your friend.
  • [To Storm] Oh, don't get your panties in a bunch.
  • I'm the only one who can stop her.
  • [To Colossus in the danger room] Hey Tin Man, come here. How's your throwing arm?
  • [To Storm] Can't you see they're trying to kill us? Why do you waste your time trying to save them?
  • [To Storm] Yeah, good luck with that.
  • [To Storm] A good defensive is the best offensive. Or is it the other way around?

Ororo Munroe/Storm[edit]

  • Since when did we become a disease?
  • [To Logan] She made her choice. It's time we make ours. If you're with us, then be with us!
  • [During Xavier's funeral, Storm's eulogy] We live in an age of darkness. A world full of fear, hate and intolerance. But in every age, there are those who fight against it. Charles Xavier was born into a world divided. A world he tried to heal. A mission he never saw accomplished. It seems it’s the destiny of great men to see their goals unfulfilled. Charles was more than a leader, more than a teacher. He was a friend. When we were afraid, he gave us strength. When we were alone, he gave us a family. He may be gone, but his teachings live on through us. His students. Wherever we may go, we must carry on his vision. And that is a vision of a world united.
  • [To Logan] why does she have to be here everyone hates her I don't care if u love her she has to go!!
  • [To Logan] you got to pick your head up cause nobody got time for your shot

Erik Lehnsherr/Magneto[edit]

  • That cure is meant for all of us. If we want freedom, we must fight for it. And that fight begins now.
  • [holds back Juggernaut and Pyro] In chess, the pawns go first.
    [The humans start shooting. Magneto tries to take control of the guns]
    Humans and their guns.
    [His efforts are useless on the plastic weapons]
    Plastic. They've learned.
    [Seeing his first wave depowered by the Army's "cure" weapons] That's why the pawns go first.
  • It's time to end this war. [Begins tossing vehicles at the troops and X-Men as Pyro ignites them]
  • [To Jean - as he reacts to the cure] This is what they wanted for all of us.
  • [To Xavier as Jean shows off her powers] I like this one.
  • [Abandoning a cured Mystique] I'm sorry, my dear. You're not one of us anymore.
  • [Talking to the mutant gathering] No one ever talks about it. They just do it. And you go on with your lives, ignoring the signs all around you. And then, one day, when the air is still and the night has fallen... they come for you.
  • [Adressing his army] They wish to cure us. But I say to you we are the cure! The cure for that infirm, imperfect condition called "Homo sapiens"! They have their weapons...[gestures to Jean] We have ours. We will strike with a vengeance and a fury that this world has never witnessed! And if any mutants stand in our way, we will use this poison against them! We shall go to Alcatraz island, take control of the cure, and destroy its source! And then, nothing can stop us!
  • [After moving the Golden Gate Bridge to Alcatraz] Charles always wanted to build bridges.
  • [In horror as he witnesses the Phoenix's destructive power] What have I done?!
  • [About Xavier's Death] Charles Xavier did more for mutants than you will ever know. My single greatest regret is that he had to die for our dream to live.

Dr. Jean Grey/Phoenix[edit]

  • [To Xavier] Stay out of my head!
  • [To Logan] Logan, you're making me blush.
  • [Lying on a medbed with Logan watching over her] Back where we first met - only I'm in your place, and you're in mine.
  • [To Logan] I don't want to fix it! [Blasts Logan with her telekinesis up against the wall]

Cain Marko/Juggernaut[edit]

  • [After Kitty Pryde phases him into the ground] Don't you know who I am? I'm the Juggernaut, bitch!
  • [After he bursts into the room where Kitty and Leech are hiding] I'm the wrong guy to play hide and seek with!
  • [After being released from solitary confinement for an undisclosed, presumably large amount of time] You gonna let me out, now? I gotta pee!

Dr. Hank McCoy/Beast[edit]

  • Not all of us can fit in so easily — you don't shed on the furniture!
  • A major pharmaceutical company has developed a way to suppress the mutant X-Gene, permanently. They're calling it a cure.
  • Oh my stars and garters.
  • [to Wolverine] You saw Magneto?
  • [to Storm] Is it cowardice; to save oneself from persecution?

Raven Darkholme/Mystique[edit]

  • [To an official questioning her] I don't answer to my slave name.
  • [To the same official] My family tried to kill me, you pathetic meat sack!
  • [To a guard on mobile prison, with the appearance of an innocent, little girl] When I get out of here, I'm going to kill you myself.
  • [After Magneto ambushes the convoy, Mystique kills the same guard] Told you so.
  • [Magneto opens Multiple Man's cell revealing several men] This guy robbed several banks- [The men merge into one] -at the same time.
  • [After she has been cured and lying naked, defenseless and Magneto says "You saved me", she whispers sadly with tears in her eyes] Erik!

Professor Charles Xavier[edit]

  • [From trailer - Narration] Since the dawn of existence, there have always been moments when the course of history shifted. Such a turning point is upon us now. The conflict between the better and worst angels of our very nature, whose outcome will change our world so greatly, there will be no going back. I do not know if victory is possible. I only know that great sacrifice will be required. And because the fate of many will depend on a few, we must make the last stand.
  • Something woke her. But she has to be controlled.
  • [to Ororo Munroe] You of all people know how fast the weather can change.
  • [about Jean] You have no idea. You have no idea of what she is capable.
  • [his last words before disintegrating, talking to Jean about her power] Don't let it control you.
  • When an individual acquires great power, the use or misuse of that power is everything. Will it be used for the greater good or will it be used for personal or destructive ends? Now this is a question we must all ask ourselves. Why? Because we are mutants.


  • Prison Truck Guard [to Mystique, who was impersonating a sobbing child]: Keep it up and I'll spray you in the face, bitch.
  • John Allerdyce/Pyro: Come on, Iceman. Make a move.
  • Jamie Madrox/Multiple Man: [After the covert tactical squad ambushes Magneto's camp, Multiple Man phases back into one] Okay. I give up!
  • The President: [responding to de-powered Mystique's confessing the Brotherhood camp] Hell hath no fury like a woman scorned.
  • Young Angel: [after he cuts feathers off his back] Dad, I'm sorry.
  • Cyclops: Not everyone heals as fast as you, Logan.
  • Juggernaut: [After Kitty puts him in the ground] Don't you know who I am? I'm the Juggernaut, bitch!


Professor X: We are mutants like you, Jean.
Young Jean Grey: Really? I doubt that. [lifts all the cars outside with her mind]

Storm: What the hell was that?
Wolverine: Danger room session.
Storm: You know what I mean.
Wolverine: I'll lighten up Storm.---
Storm: Look, you can't just change the rules when you feel like it and I'm trying to teach 'em something.
Wolverine: Well, I taught 'em something.
Storm: It was a defensive exercise.
Wolverine: Yeah, best defense is a good offense or is it the other way around?
Storm: This isn't a game, Logan.
Wolverine: Well alright. You sure fooled me.

Iceman: You don't seem fine; you seem like you're avoiding me. I mean, something's wrong.
Rogue: What's wrong is I can't touch my boyfriend without killing him. Other than that, I'm wonderful.
Iceman: Hey, I don't think that's fair. Have I ever put any pressure on you?
Rogue: You're a guy, Bobby. Your mind's only on one thing.

Wolverine: Hey, Scott, we were looking for you downstairs and you didn't show.
Cyclops: What do you care?
Wolverine: Well for starters, I had to cover your ass.
Cyclops: I didn't ask you to.
Wolverine: No, you didn't. The Professor did. I was just passing through.
Cyclops: So pass through, Logan.
[He turns away. Logan grabs his arm]
Wolverine: Hey, look. I know how you feel.
Cyclops: Don't.
Wolverine: When Jean died-
Cyclops: I said don't!
Wolverine: Maybe it's time for us to move on.
[Scott walks away, then turns back to Logan]
Cyclops: Not everybody heals as fast as you, Logan.

Interrogator: Raven? [pauses] Raven, I asked you a question.
Mystique: I don't answer to my slave name.
Interrogator: Raven Darkholme? That's your real name, isn't it? Or has he convinced you that you don't have any family anymore?
Mystique: My family tried to kill me, you pathetic meat sack.
Interrogator: All right then, Mystique. Where is he?
Mystique: [shapehifts to Magneto] In here, with us.
Interrogator: I don't want to play games with you.
Mystique: [shapeshifts to the interrogator] You don't want to play games with me?
Interrogator: Stop that! I want answers! Where is Magneto?
Mystique: You want to know where he is?
[Mystique attacks the interrogator]
Mystique: [while strangling the interrogator] Homo sapiens!

Kitty Pryde: [responding to Professor X's previous statement] But Einstein said that ethics are an exclusive human concern without any superhuman authority behind it.
Charles Xavier: Yes, but Einstein was not a mutant. As far as we know.

Mutant Theatre Organizer: How should we, as mutants, respond? Here's what I think. This is about getting organized. Bringing our complaints to the right people. We need to put together a committee and talk to the government.
[The mutant crowd began to complain.]
Mutant Theatre Organizer: They don't understand. They don't know what it means to be a mutant. We need to show them, educate them, let them know that we're here to stay.
[The mutants complain further.]
Mutant Theatre Organizer: People, you must listen. They won't take us seriously---
Psylocke: They want to exterminate us!
Mutant Theatre Organizer: This cure is voluntary. Nobody's talking about extermination.---
Magneto: No one ever talks about it.
[The mutant group turns to Magneto and Pyro. They stood up and stumble.]
Magneto: They just do it. And you go on with your lives, ignoring the signs all around you. [both walk to the stage] And then one day, when the air is still and the night is fallen, they come for you.
Mutant Theatre Organizer: [interrupting] Excuse me-
Magneto: Only then do you realize that while you're talking about organizing and committees, the extermination has already begun. Make no mistake, my brothers, they will draw first blood. They will force their cure upon us. The only question is, will you join my brotherhood and fight or await the inevitable genocide. Who will you stand with, the humans or us? [walks away with Pyro following]
[Quill follows them with Callisto, Arclight and Psylocke.]
Quill: [to Magneto] You talk pretty tough for a guy in a cape.
Pyro: [turns to Quill and ignites a fireball at him] Back off.
Callisto: You're so proud of being a mutant, where's your mark?
Magneto: I have been marked once, my dear and let me assure you, no needle shall ever touch my skin again. [pulls up sleeve to reveal tattoos from his time in a Nazi Concentration Camp]
Pyro: Do you know who you're talking to?
Quill: [spikes protrude from his face] Do you?
[Pyro smiles]
Magneto: [to Callisto] And what can you do, my dear?
[Callisto moves to three separate locations at near light-speed.]
Magneto: Hmm. So you have talents.
Callisto: That and more, I know that you control metal, and I know there are eighty-seven mutants in here and none above a Class Three, other than you two.
Magneto: You can sense other mutants and their powers?
Callisto: Mm-hmm.
Magneto: Could you locate one for me?

[The prison guard stumbles to Mystique, who was diguised as a president, in her cell.]
Mystique: [as the President of the United States] Let me out of here! I demand that you release me! Do you know who I am? I'm the President of the United States.
Prison Truck Guard: "Oh, Mr. President...." Shut up! [walks away. Mystique then shapeshifts as a little girl.]
Mystique: [as a little girl; pretending to cry] Why are you doing this to me? Let me down. I'll be a good girl. Please let me go.
[The prison guard turns to Mystique.]
Mystique: [as a little girl] Please.---
Prison Truck Guard: [aims his pepper spray at her] Keep it up. I'll spray you in the face, bitch.
[Mystique, still as a little girl, smiles.]
Mystique: [as a little girl] When I get out of here, I'm gonna kill you myself.
Prison Truck Guard: Yeah, right!
[The prison guard walks away as Mystique shifts back to her original form while smiling.]

Wolverine: Look at me, Jean. We can help you. We can fix it. We can make it like it was. Stay with me!
Jean Grey: Please.... kill me.

Wolverine: Who's the furball?
Beast: Hank McCoy, Secretary of Mutant Affairs.
Wolverine: Right, right. The secretary. Nice suit.
Xavier: Henry, this is Logan. He's, uh-
Beast: Wolverine. I hear you're quite an animal.
Wolverine: Look who's talking.

Wolverine: [about Iceman, Colossus and Kitty] They're ready.
Storm: Yeah, I know, but are you ready to do what you need to do when the time comes?

Wolverine: Well, for all we know, the government helped cook this up.
Beast: I can assure you, the government had nothing to do with this.
Wolverine I've heard that before.
Beast: My boy, I have been fighting for mutant rights since before you had claws.
Wolverine: [to the Professor] Did he just call me "boy"?

Wolverine: This isn't you.
Jean Grey: No, it is me.
Wolverine: No, it isn't. Maybe you should take it easy. The professor said you might be.... different.
Jean Grey: He would know, wouldn't he? What, you didn't think he's in your mind too? Look at you, Logan. He's tamed you.

Wolverine: It's okay, the professor can help, he can fix it.
Jean Grey: I don't want to fix it! [blasts Logan against the wall and walks away]

Storm: (opens the door and wheels the professor in)
Beast: Charles! Ororo! Come in!
Storm: (stops pushing the professor and runs into Hank's open arms, giggling) Hank! (notices his new hair-style and flirts in a soft voice) I love what you've done with your hair.
Beast: You too!
Storm: (fluffs up her hair) Thanks!

Wolverine: [to Beast while fighting at base] I thought you were a diplomat!
Beast: [still fighting] As Churchill said, "There comes a time where all men must-" [stops to punch someone] Oh, you get the point!

Professor: (wheeling out onto the balcony where he sees Storm leaning against the banister and staring out at the distance before he looks to the skies and sees them cloudy) The forecast was for "Sunny Skies"
Storm: (gasps and turns to see the Professor behind her then smiles ruefully) Sorry Professor! (looks up at the skies and her eyes turn white as the clouds clear revealing blue skies)
Professor: (wheels his chair over to her) I don't have to be psychic to see something is bothering you. (as she looks confused he looks at the sky as she realises it's getting cloudy again)
Storm: I don't understand. Magneto's a fugitive, we have a mutant in the cabinet, a President who understands us; why are we still hiding?
Professor: We're not hiding. But we still have enemies out there, and I must protect my students. You know that.
Storm: Yes, but we can't be students forever.
Professor: [chuckles] Storm, I hadn't thought of you as my student for years. Infact, I thought that perhaps you might take my place some day.
Storm: [astonished] But Scott-
Professor: Scott's a changed man. He took Jean's death so hard. Yes, things are better out there, but you of all people know how fast the weather can change.

Cyclops: Jean?
Jean Grey: Scott?
Cyclops: How?
Jean Grey: I don't know.

Magneto: Do you remember when we first met? Do you know what I saw when I looked at you? I saw the next stage of evolution both Charles and I dreamt of finding. And I thought to myself "Why would Charles want to turn this goddess into a mortal?" [he shows the cure gun to Jean] I can manipulate the metal in this, but you, you can do anything. Anything you can think of.
[At this, Jean uses her power to break the gun into pieces, then directs the cure darts towards Magneto and moves them towards him]
Magneto: [afraid] Jean, enough! ENOUGH! [At the last moment, Jean stops, then turns to face Magneto with a sneer]
Jean Grey: [coldly] You sound just like him.
Magneto: Jean, he wanted to hold you back.
Jean Grey: And what do you want?
Magneto: I want you to be what you are. As nature intended.

Warren Worthington, Sr.: Warren, it's a better life. It's what we all want.
Warren Worthington III/Angel: No, it's what you want. [proceeds to jump out the window and fly away]

Logan: (trying to navigate through thick fog) I can't see a thing!
Storm: (turns to where his voice came from) I can deal with that! (as the fog lifts they see everything floating, after they walked in opposite directions she screams at the top of her lungs) LOGAN!

[After Mystique was able to escape in her cell, Magneto and Pyro arrive along with their new recruits, Callisto, Arclight and Quill.]
Mystique: About time.
Magneto: I've been busy. Did you find what you were looking for?
Mystique: The source of the cure is a mutant. A child at Worthington labs. Without him, they have nothing.
[Magneto hands the checklist of the prisoners to Pyro with his powers.]
Pyro: [reads the list] Cell 41205, James Madrox.
Mystique: This one robbed seven banks.
[Magneto opens Madrox's cell door as he emerges out with his clones descending.]
Mystique: ....At the same time.
Magneto: I could use a man of your talents.
[Madrox's clones merged back to him.]
Multiple Man: I'm in.
Magneto: Welcome to the Brotherhood.
[Multiple Man decends from the truck. Magneto, Mystique and Pyro walks to the second cell.]
Mystique: Careful with this one.
Pyro: [reads the list] "Cain Marko. Solitary confinement." and check this out: "Prisoner must be confined at all times. If he builds any momentum, no object can stop him."
Magneto: How fascinating.
[Erik opens his cell where Cain's limbs were bounded in the cell.]
Magneto: [to Cain] What do they call you?
Juggernaut: "Juggernaut".
Magneto: I can't imagine why?
Juggernaut: Are you going to let me out? I need a pee!
[Magneto removes his restraints and the Juggernaut jumps out of his cell. Cain's force of his jump awakens one of the prison truck guards, who was unconscious earlier.]
Pyro: Nice helmet.
Juggernaut: Keeps my face pretty.
Magneto: [to Juggernaut] I think you'll make a fine addition to our army.
[The prison guard loads the gun with the cure and tries to shoot it at Magneto]
Pyro: Yeah.
[Mystique saw the laser of the gun aims at Magneto]
Mystique: [shields Magneto] No!
[The guard shoots the cure at Mystique. She picks it up and collapses. The guard tries to shoots the cure at Magneto again but he swiped the gun with his powers. Pyro then incinerates the guard with his powers, killing him. The effects of the cure on Raven worn out and was reverted to human, bare-naked. Magneto was stunned.]
Magneto: [stunned] You saved me.
[Magneto, Pyro and Juggernaut began to leave.]
Mystique: [to Magneto] Erik?
Magneto: [turns to Raven] I'm sorry, my dear... You're not one of us any more.
[Pyro, who was stunned, turns to Magneto and walks away with Juggernaut.]
Magneto: [while walking away] Such a shame. She was so beautiful.

Iceman: So what now? What do we do?
Beast: Professor Xavier started this school. Perhaps it's best that it end with him. We have to tell the students that they're going home.
Iceman: Most of us don't have anywhere to go. I can't believe this. I can't believe we're not gonna fight for this school.
[Warren arrives at Xavier's office with his luggage.; They all turn to him]
Angel: I'm sorry. I know this is a bad time. I was told that this was a safe place for mutants.
Beast: It was, son.
Storm: [stood up] And it still is. We'll find you a room. [turns to Beast] Hank, tell all the students the school stays open.

[Magneto takes control of Wolverine's adamantium skeleton and forcefully pushes him into a tree]
Magneto: I know the smell of your adamantium from a mile away.
Wolverine: I didn't come here to fight you.
Magneto: Smart boy.
Wolverine: I came for Jean.
Magneto: You think I'm keeping her against her will? [drags Wolverine towards him and stops] She's here because she wants to be.
Wolverine: You have no idea what you're dealing with.
Magneto: I know full well. I saw what she did to Charles.
Wolverine: And you just stood there and let him die!? I'm not leaving here without her!
Magneto: Yes, you are! [hurls Logan through the trees]

Juggernaut: I'm the wrong guy to play hide and seek with!
Kitty Pryde: Who's hiding? [pause] dickhead!

Warren Worthington, Sr.: [as Psylocke and Arclight dangle him from a rooftop] I was only trying to help you people!
Quill: Do we look like we need your help?

Pyro: [engulfs Iceman with a firestorm] You're in over your head, Bobby. Maybe you should go back to school.
Iceman: [covers his entire body with ice and grabs Pyro's wrists -extinguishing the firestorm- then headbutts him] You never should have left.

Wolverine: [to Colossus] This is it! Let's make it a strike.
[Colossus throws Wolverine at Magneto but he stops him with his powers]
Magneto: You never learn, do you?
Wolverine: Actually, I do.
[Beast approaches from behind and injects four doses of "the cure" into Magneto]
Magneto: I'm-
Wolverine: [gets up after Magneto's power releases him] One of them?

Jean Grey: You would die for them?
Wolverine: No, not for them. For you. For you.
Jean Grey: Save me!
Wolverine: I love you.
[Logan stabs Jean through the chest and kills her, then cries out.]

Rogue: I'm sorry, I had to-
Iceman: This isn't what I wanted.
Rogue: I know. It's what I want.

[last lines]
Charles Xavier: Hello, Moira.
Moira MacTaggart: Charles?

Storm: Logan. . .
Wolverine: Oh, don't get your panties in a bunch. [Storm saves Logan from Sentinel attack and Logan loses his cigar] Dammit, that was my last cigar.

Wolverine: Hey, Tin Man, come here. How's your throwing arm?
Storm: Logan, we work as a team.
Wolverine: Yeah, good luck with that.

Iceman: That's not fair. Have I ever put any pressure on you?
Rogue: You're a guy, Bobby. Your mind is only on one thing.

Beast: My boy, I've been fighting for mutant rights before you had claws.
Wolverine: Did he just call me boy?

Wolverine:[Fighting someone who can regrow their limbs back]
Mutant: Come on.
Wolverine:[Kicks the guy in the balls and he drops to the ground in pain] Grow those back.

Wolverine: We work as a team.
Storm: A good defensive is the best offensive.

Pyro: [As he's using his fire power to hold Iceman against the ground] Maybe you should go back to school.
Iceman: [Iceman finds his power and stands up blasting Pyro to the ground] Maybe you should have never left.

About X-Men: The Last Stand[edit]

  • I was really looking forward to Singer doing the third one because it woud be an out and out gay fantasia-I was hoping the dude would go for a kind of Brokeback Mutant kind of movie, but he opted to do Superman.
    • Kevin Smith, A Complete History of American Comic Books by Shirrel Rhoades p.66


  • Take a Stand
  • Whose Side Will You Be On?


Hugh JackmanLogan/Wolverine
Halle BerryOroro Munroe/Storm
Ian McKellenErik Lehnsherr/Magneto
Patrick StewartProfessor Charles Xavier
Famke JanssenJean Grey/Phoenix
Anna PaquinMarie/Rouge
Kelsey GrammerDr. Henry "Hank" McCoy/Beast
James MarsdenScott Summers/Cyclops
Rebecca RomijnRaven Darkholme/Mystique
Shawn AshmoreBobby Drake/Iceman
Aaron StanfordJohn Allerdyce/Pyro
Vinnie JonesCain Marko/Juggernaut
Ellen PageKitty Pryde
Daniel CudmorePeter Rasputin/Colossus
Ben FosterWarren Worthington III/Angel
Michael Murphy — Warren Worthington II
Dania RamirezCallisto
Shohreh AghdashlooDr. Kavita Rao
Josef Sommer — The President
Bill DukeSecretary Bolivar Trask
Eric Dane - Multiple Man

See Also[edit]

External Links[edit]

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