In the not-too-distant future, a race of mutants develops on Earth, and even the mutants themselves are divided about their role in society: some are bent on ruling the humans and others believe that mutants should serve humanity. With Patrick Stewart, Ian McKellen, Hugh Jackman, Halle Berry, Famke Janssen, James Marsden, Bruce Davison, Tyler Mane, Rebecca Romijn-Stamos, Ray Park, Anna Paquin and Matthew Sharp.

SEX/NUDITY 1 - A chaste kiss between two young people (this scene turns gruesome though; please see Violence/Gore for details). A few men/mutants are shown bare-chested in hospital scenes. Some cleavage and exposed midriffs are seen, and one female character wears a skin-tight body-suit revealing all of her curves.

VIOLENCE/GORE 6 - A chaste kiss between two young people turns gruesome when the young man's veins protrude and pulsate on his face and he has what seems to be a seizure. There are three other scenes of people with their veins protruding and pulsating. There are several fights with men/mutants fighting against each other and against regular humans, usually involving kicking, punching and throwing: There's a fight between two mutants atop the Statue of Liberty's head, and during an extreme-fighting bout one man is dragged unconscious out of the ring after being slammed into metal fencing. A man/mutant becomes enraged after being threatened with a knife and long steel blades pop out of his hands. He holds the blades to a man's throat and uses the other set to chop off the barrels of a shotgun being held to the back of his head. Also, two men/mutants with knife-hands fight. A huge man/mutant attacks another man/mutant with a huge log and sends him flying; he eventually lands on the hood of a truck. A man/mutant creates a huge sphere of light/energy that envelops another man (both men scream), and a man/mutant throws people and things around with his 15-foot tongue and spits green slime on a woman/mutant's face. A man is stabbed in the back and lifted in the air -- there are gurgling noises. Two men are jumped on and squished; we see one, and hear another (we don't see the result). A man/mutant dangling from his tongue is hit by lightning and shoots off into the water. A man morphs into a blue scaly mutant and repeatedly kicks a man in the face and head until he's unconscious. A huge man/mutant growls and shows his pointy teeth and a man/mutant blows the roof off a train station -- accidentally causing rubble to fall on people. A woman/mutant is picked up by the throat and held -- her eyes turn white and a huge storm starts blowing. Also a young woman/mutant is shot with a tranquilizer, a woman/mutant is knocked down an elevator shaft, and a man/mutant is thrown into a train door and is knocked out. A woman/mutant causes a storm -- we see her eyes turn white and lightning comes out of her eyes and hair. A woman/mutant is stabbed and we see her bloody wounds, and a man/mutant stabs himself. Two men/mutants get blasted with a laser and a man turned mutant squeezes himself through metal bars -- we see his face stretching and squeezing; he also stretches when he is grabbed and falls from a cliff into the sea. A group of mutants are sucked against a metal wall and strapped down. A man/mutant slurps up a bird with a really long tongue. A man turned mutant fills up with water, gurgles and then pops (his body has apparently become water). A man/mutant has a nightmare about surgical procedures performed on him; he wakes up in a start and stabs a young woman/mutant -- we see her bloody wounds. A medical conversation occurs concerning the surgical implantation of steel plates to a man's skeleton -- an x-ray shows what is discussed. Also a man has an attack of some sort after a faulty brain scan, and a hypodermic needle punctures a man's arm; he jumps up violently and grabs the doctor by the throat. A pick-up truck crashes into a tree and throws the driver through the windshield; we see the resulting wounds on his forehead. A truck explodes, and a train bends apart; police cars are lifted in the air and then dropped on others cars. Guns are zapped away from police and then turned on them. One policeman is shot in the head and we see the bullet slowly turning; he screams but eventually the bullet does not go into his head. Lasers shot from a man/mutant's eyes blow up a tree. A young woman/mutant is trapped in a truck as it catches fire. A man is shown lying dead with his eyes open. A scene depicting a war death camp from 1944 Poland is emotionally wrenching when a boy is taken away from his parents. A boy is hit in the face with a rifle and knocked out.

LANGUAGE 3 - One scatological term, two anatomical references and a couple of mild profanities. A profane hand gesture. Some insults and name calling.

DISCUSSION TOPICS - Mutation, discrimination and bigotry, evolution, government enforced registration, free will vs. determinism, fear of the unknown, mind control, God fearing vs. mutant fearing.

MESSAGE - Being different does not necessarily mean being dangerous.