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's going to hell, you gonna just sit there?
  • [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.
  • 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.
  • [To Storm] Can't you see they're trying to kill us? Why do you waste your time trying to save them?

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.

Eric Lensherr/Magneto[edit]

  • [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.
  • 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.
  • [To Xavier as Jean shows off her powers] I like this one.
  • [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!
  • [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 not the 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] Eric!

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] 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.


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

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?

Mutant Theatre Organizer: This cure is voluntary. Nobody's talking about extermination.
Magneto: 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 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. There is only question is, will you join my brotherhood and fight or await the inevitable genocide. Who will you stand with, the humans or us?

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

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: [transforms into Magneto] In here, with us.
Interrogator: I don't want to play games with you.
Mystique: [transforms into 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!

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.]

Quill: [to Magneto] You talk pretty tough for a guy in a cape.
Pyro: [ignites a fireball] 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: 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?

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.

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]

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.

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.

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

Wolverine: [to Colossus] This is it! Let's make it a strike.
[Colossus throws Wolverine at Magneto (The Fastball Special) who stops Wolverine 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?

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.

Storm: We're supposed to be a team!
Wolverine: Yeah, good luck with that!
Storm: (as they walk out of the danger room she yells at Logan) What was that?
Logan: (flirting with her) What?
Storm: (seeing Rogue and Kitty raise their eyebrows at her) You know what! It was a defence mission!
Logan: (trying to sound upbeat) The best defense is a good offence! (to Storm who looks confused) Or is that the other way around?

(later in real life)

Wolverine: We work as a team.
Storm: Best defense is a good offense.

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?

[talking about "The Cure"]
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: No, it is me.
Wolverine: No, it isn't. Maybe you should take it easy. The professor said you might be.... different.
Jean: 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.

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!
Mystique:[as a little girl] Why are you doing this?! Let me down! I'll be a good girl! Please!
Prison Truck Guard: Keep it up and I'll spray you in the face, bitch.
Mystique: [still as a little girl] When I get out of here, I'm gonna kill you myself.
Prison Truck Guard: Yeah, right!

Mystique: 'bout time.
Magneto: I've been busy. Did you find what you were looking for?
Mystique: Yes. The source of the cure is at Worthington labs.

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.

[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]

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.

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!

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

Pyro: Aw, check this out- "Prisoner is to be kept immobile at all times. If he gets any momentum, no object can stop him."
Magneto: What do they call you?
Juggernaut: Juggernaut.
Magneto: I can't imagine why.
Juggernaut: Let me out of here. I gotta pee!

Pyro: Nice helmet.
Juggernaut: Keeps my face pretty.
Magneto:[to Juggernaut] I think you'll make a fine addition to our team.

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

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!

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

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 know something is bothering you! (as she looks confused he looks at the sky as she realises it's getting cloudy again)

Warren: (with his bags slung over his shoulder) I heard this was a safe place for mutants.
Beast: (sitting in a chair) It was, Son!
Storm: (thinks about her and the Professor's last ever conversation) It still is! I'll see if I can find you a room!

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!

Callisto: If you're so proud of being a mutant, where's your mark?
Eric Lensherr/Magneto: I have been marked once, my dear, and let me assure you,

[pulls back his sleeve to reveal the Nazi concentration camp serial number tattooed on his arm]

Eric Lensherr/Magneto: no needle shall ever touch my skin again.


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


Hugh JackmanLogan/Wolverine
Halle BerryOroro Munroe/Storm
Ian McKellenEric Lensherr/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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