The X-Men return to do battle against the megalomaniac Magneto and his wayward mutants who believe in mutant supremacy, as well as a soldier who has his own ideas on who should be dominated by whom. Other plot points involve a martial-arts expert who has it in for Wolverine and a new mutant that threatens the president. With Patrick Stewart, Hugh Jackman, Famke Janssen, Halle Berry and Brian Cox. Directed by Bryan Singer. [2:14]

SEX/NUDITY 4 - A man and a woman kiss a few times, they lie back and he lifts her top and they are interrupted. A man and a woman kiss, she guides him into a restroom stall, pulls down his pants, gives him an injection and he falls unconscious (we see part of his bare buttocks). A young woman takes off her top (we see her bare back and shoulders) and she and a young man kiss. Also, a man and a woman kiss. A man and a woman flirt. We see a nude man from the back and front with his private parts in heavy shadow. A female mutant is covered with blue skin and scales that reveal nearly every detail of her form (the outline of her nipples, belly button and buttocks). A young woman wears outfits that reveal cleavage and bare abdomen. A man is shown bare-chested in a few scenes, and a man wears a tank top in a couple of scenes.

VIOLENCE/GORE 5 - A man and a woman fight with long blades in their hands, they slash each other, stab each other, kick and punch each other (we see some blood on a scratch on the man's face); she is stabbed in the stomach twice, they crash into glass, we hear lots of crunching, he is stabbed many times in the back, she falls into a tub of water, and he stabs her with a tube that fills her with liquid metal -- we see it oozing from her eyes, nose and mouth and she goes stiff and falls back dead. A man is shot in the head, and a man is shot in the shoulder. A man is held in the air by another man and his blood is "pulled" out of him (he falls to the floor dead with blood spots all over his shirt). A man shoots ball bearings through a window and two men are hit. A man is punched in the face and stabbed (we hear a "schwing" and the man moans). A man stabs and slashes many men with knives protruding from his hands. A man is slashed by knives, a man is stabbed in the foot and another man is thrown through a wall. A man is shot and the bullets ricochet off him (he appears to be covered in quicksilver). Grenades explode knocking people to the ground and covering them in rubble. A man and a woman are hit by a laser beam and a boy is shot in the neck with a drugged dart. A man is shot at, and two guards are thrown against a wall. A man is chained to a helicopter wheel and the chain tightens around his neck. A man tries to zap people with a laser. A mutant leaps, jumps and kicks many security guards, he is shot at repeatedly, he knocks a man onto a desktop, grabs a knife and thrusts it down toward him, he stabs the desk, and is shot in the back. A man is surrounded by men with guns and he is locked into a restraining device. A man remembers screaming under water and is connected to wires and tubes while he is being surgically altered (we see his hands covered with blood). Two men are overcome by a gas and fall unconscious. People writhe in pain when they hear a sound, and in another scene we see images of people falling motionless when they hear a sound. People appear to be in pain when a girl screams (they hold their ears and collapse). A group of children are locked in a cell and they are shocked if they touch the wall. A lightning bolt hits a tree where someone is perched, he falls but stops before hitting the ground. A man puts a cigar out on his hand, we hear a sizzle and see a burn mark. A young man lights a cigarette and the flame from the lighter ignites his shirtsleeve, he yells and flails about until frigid air is blown on him extinguishing the flames. A man is hit on the head with a club, and a man is punched in the face and stomach. A young man throws fireballs at people and cars causing several explosions. We see long knives returning into a man's knuckles -- they are a part of his body. A plane is grazed by a missile and a woman is sucked out of the plane through a large hole, the plane plummets toward the ground and stops just short of crashing. Planes chase and target another plane, they are caught up in tornado clouds and are thrown around and we see pilots ejecting. A bullet pops out of a wound on a man's forehead and there's a small trickle of blood. A man talks about a woman having taken a "power drill to her temple" to kill herself. A young man is drained of energy when a young woman kisses him. Children are chased through a building by many armed men. A dam structure begins to crumble while people are inside it, water floods a spillway, the wall begins to crumble and it breaks and water floods out threatening a plane and washing one character away. A mutant has a tail with a pointed tip, pointed teeth, blue skin with carvings (very intricate symbols), pointed ears and he can de-materialize and re-materialize at whim. A boy mutant has a bluish, grayish snake tongue. A man has large surgical scars on his head. A cat licks long blades that protrude from a man's hands. A stuffed wolf on display in a museum has reddened teeth and fur around its mouth (representing blood). A woman cracks her knuckles loudly. Some mutants have small patches on the back of their necks and a liquid is dripped onto it periodically. A wall of ice is blown up. A young man plays with a lighter throughout the film. A man has a drink that contains a drug that makes him pass out.

LANGUAGE 3 - 3 scatological terms, 4 anatomical terms, 5 mild obscenities, 9 religious exclamations.

SUBSTANCE USE - People are shown smoking cigarettes and drinking alcohol.

DISCUSSION TOPICS - Mutants, evolution, telepathy, being different, mind control, terrorism, love, sacrifice, war, amnesia, betrayal, fearing what we do not know, power, greed, survival, grief, choices.

MESSAGE - Just because someone is different does not make them evil.