The third film in the series revolves around a cure for mutancy that threatens to wipe out the X-Men, since now mutants have a choice: they can retain their unique abilities that make them both envied and despised, or become unremarkable humans. Mutant leaders Charles Xavier (Patrick Stewart) and Magneto (Ian McKellen), who hold fundamentally opposing perspectives on X-Men evolution, are thus poised for another confrontation. Also with Hugh Jackman, Halle Berry, Famke Janssen, Kelsey Grammer, Rebecca Romijn and Anna Paquin. Directed by Brett Ratner. [1:44]

SEX/NUDITY 4 - A male and female mutant kiss passionately, the female wraps her legs around his waist, she scratches him (the wounds heal instantly), he climbs on top of her, they continue kissing and his belt buckle pops off (the scene ends; it is implied that they do not have sex). A male and a female mutant kiss passionately.
► A female mutant appears to be nude, but her skin is blue and there are textured patches covering her nipples, buttock cleavage and genitals; in one scene her hands are cuffed behind her back making her breasts and bare abdomen very conspicuous, and her navel and buttocks are visible in other scenes. After a female mutant turns human, we see her nude on the floor and her bare hip, buttock, thighs and abdomen are visible. A male mutant is bare-chested after his clothes peel away. Women (predominately mutants) wear low-cut tops in many scenes, throughout the movie. Several young mutant females wear tight-fitting outfits that reveal cleavage.
► A female mutant tells her boyfriend (also a mutant), "You're a boy...your mind is only on one thing." A female mutant talks about wishing that she could touch her boyfriend without hurting him.

VIOLENCE/GORE 6 - Mutants vary in appearance: we see some with altered skin, modified pigmentation, large wings, etc., and others with no visible differences until they employ their powers (one pokes tines out of his skin and body like a porcupine, another can blow fire from his hand, one can re-grow severed limbs, another can freeze whatever he touches, another sprouts sharp knives out of his hands, one slithers along a ceiling, one shrinks to fit into a space, etc.).
► A mutant fights several mutants by slashing and impaling them with long knives that come out of his hands (we hear crunching but no blood is visible). A mutant is stabbed in the stomach with two spikes (we hear a crunch and see the bloody holes when he pulls them out) while he is stabbing another mutant through the stomach with the knives that come out of his hands. A mutant slashes others with the knives that that come out of his hands, the fingers of one mutant are cut off and we see them sail through the air, but the mutant grows new fingers.
► A mutant hugs a woman close, then extends the tines that cover his face and body running her through and killing her. A mutant stabs another mutant in the abdomen and we see the mutant fall limp.
► A mutant is levitated into the air by another mutant, slammed against a tree, and then thrown a great distance through thick woods, slamming into another tree (we hear a crunch and see him covered with bloody wounds while lying on the ground). A mutant breaks a man's neck using her feet.
► A boy (probably 8 years old) cuts his back with sharp implements: we hear squishing and tearing noises, the boy whimpers and we see bloody gashes on his back and bloody gauze and cutting implements.
► A mutant causes many people to levitate into the air and we see them burst into tiny particles (we hear screaming). A mutant is suspended in the air, objects and air swirl around him, we see fragments of skin peeling away from his hands, his clothing begins to tear away and he eventually explodes into small particles.
► Several mutants fight with slashing and kicking and punching: One is knocked down and kicked, and one throws another into a metal fence and shoots lightning bolts at it electrocuting her (we see a piercing in her lip glowing afterward). A mutant is hit in the shoulder by a spike that is thrown by another mutant who seems to generate these spikes under his skin -- we see the spike, hear squishing when it is pulled out and see the bloody hole close up; then the mutants chase each other through thick woods.
► Several mutants fight, one shoots lightning bolts, one spins and hits several others, one is thrown up through a ceiling then comes crashing back down through the ceiling and onto the floor, and one is kicked out a window. Two mutants fight, and one has her head slammed into a glass table shattering it, and then into a wall. Two mutants fight with fire and ice powers respectively; one begins to succumb, but then head-butts the other knocking him out.
► A mutant shoots a ball of fire at a guard, engulfing him. A mutant spits lava, and another mutant is struck and falls to the ground smoldering. A mutant approaches another mutant, his clothes begin to tear away, and then as he gets closer his skin begins to peel away (we see bloody patches that heal instantly).
► A mutant stands in a road, cars and a truck approach him, he causes the vehicles to flip, and crushes several of them and throws them off the road (presumably the passengers are also crushed). Several cars are levitated and thrown through the air while a mutant shoots fireballs at them; they explode and crash into mutants and people. A mutant shoots fire beams out of his eyes into water, and a blast comes back out of the water and knocks him down. A mutant shoots a ball of fire into a building, the windows blow out and people gathered on the street (mostly mutants) scatter while screaming.
► A mutant head-butts a man, kicks another, and wraps handcuffs around the throat of the first threatening to kill them.
► A mutant is shot with a "cure dart" and we see her thrash on the floor as she transforms into a human. Many mutants attack guards on a prison island, and many mutants are shot with "cure" darts (they writhe and twitch on the ground and transform into humans). A mutant is stabbed in the chest with four syringes filled with "cure serum," he falls to the ground and twitches as he transforms into a human.
► A young man with wings is strapped to a table and a woman with a syringe approaches him; he becomes nervous, breaks free from the restraints, jumps out a window and flies away.
► A mutant throws another mutant high into the air toward something that is firing at them, we hear the mutant yell, we hear slashing, and a large, severed robot-looking head with exposed circuitry crashes to the ground. A mutant sends shockwaves that knock people down and cause things to break. A mutant kicks another mutant hard in the crotch and makes a crude remark.
► A mutant turns himself and another mutant to metal; a large boulder bounces off his head (we hear the strike but he is not injured) and into the head of another mutant (we see a gash on his head but it heals instantly). A mutant is flung against a wall and falls to the ground. A huge boulder nearly crushes a mutant.
► Many cars drive across a bridge, which begins to shudder, the cables begin to break away, cars and people fall into the water below, and the bridge is twisted around and slammed back onto the ground.
► Something (we do not see what it is) in the sky shoots beams toward the ground and causes large explosions and fires while several mutants try to stop it.
► Armed military personnel surround a mutant encampment and move in (nothing else happens). A boy is held in a laboratory throughout the movie.
► Four syringes (filled with "cure serum") hover in front of a mutant's face and he is frightened. A laboratory begins to shutter when a mutant cries; equipment is knocked off tables, glass shatters, etc. A girl levitates several cars parked in a road and causes water from a hose to squirt upward.
► A mutant presumably in a coma grabs another mutant's hand unexpectedly and startles him. A mutant threatens to kill a man.
► A mutant's eyes turn white when she calls upon her special powers. A mutant's skin becomes translucent and her veins become visible when she is in the throes of her power.
► Two mutants talk about the death of another mutant and one of them appears to be suffering deeply from the loss.

LANGUAGE 3 - 2 anatomical terms, 8 mild obscenities, name-calling (freak, furball), 3 religious exclamations.

SUBSTANCE USE - A mutant smokes a cigar in a couple of scenes.

DISCUSSION TOPICS - Power, corruption, misuse of power, mind control, mutation, DNA, love, defense, control, instinct, discrimination, unity, security, the subconscious, desperation, discrimination, Albert Einstein, grief, extermination, death of loved ones.

MESSAGE - Being different does not make one bad.