X-MEN 3 (2006) BREAKDOWN! Easter Eggs & Details You Missed | X-Men Rewatch

X-Men The Last Stand (2006) Full Movie scene by scene breakdown by Erik Voss! Click betterhelp.com/newrockstars for 10% off your first month of therapy with our sponsor BetterHelp. Join over 4 million people who’ve met with a therapist on BetterHelp and started living a healthier, happier life.
Our 2024 X-Men Rewatch series continues with the third installment, X-Men The Last Stand (2006), which introduces Kelsey Grammer as Hank McCoy BEAST, setting up his return nearly two decades later in the post-credit scene of The Marvels (2023)! Erik Voss breaks down this less-loved movie from the X-Men franchise, and how it tries to adapt both the Dark Phoenix Saga as well as Joss Whedon’s mutant cure storyline.
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CHAPTERS
0:00 - Marvel Logo
3:51 - Professor X and Magneto meet Jean Grey
8:04 - Warren Worthington III
8:28 - Director Brett Ratner
10:01 - Opening Titles
10:32 - Danger Room
11:51 - Beast
13:46 - Mystique Interrogation
14:42 - Leech
15:54 - Moira MacTaggert
16:21 - Mutant Cure
18:35 - New Brotherhood of Mutants
20:36 - Jean Grey Returns
22:33 - Angel Flies
23:02 - Magneto Attacks Convoy
24:02 - Logan and Jean Grey
24:45 - Phoenix Kills Professor X
26:42 - Magneto and Phoenix
27:29 - Wolverine Attacks Magneto’s Camp
28:24 - X-Men Suit Up
29:42 - Attack on Golden Gate Bridge
30:42 - Final Battle on Alcatraz
33:53 - Wolverine Kills Phoenix
35:13 - Post Credit Scene
35:44 - Danger Room: Deadpool 3 Spoilers
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[@Intellectual1Warrior]

Magneto telling Pyro professor Xavier did more did more for mutants then he will ever know. Is one of my favorite moments ever.

[@jairmorales2017]

It is! The respect between them

[@ShavayD]

Honestly. Magneto is my favourite character from the franchise. He opposes Charles but respects him

[@supersaiyanbino]

Agreed! I said this same thing in the previous video...Shows even though their methods were different, he respected Charles and was in so many words a "friend" and then Logan hitting him with the "You let him die.." and his reaction was a good one too

[@mageeaaron2624]

Agreed! It shows that even though they were adversaries, they still have huge respect for each other! 🙏🏽💪

[@rsencion]

mine too.

[@TheDrexLord]

I would like to point out that this is the only xmen movie with all of the og members, prof x, cyclops, Jean grey, beast, iceman and angel, also fighting magneto

[@nicktroisi6347]

Holy shit I didn’t even notice that. One thing I want to see is all the og members in the MCU X-Men Roster

[@ninjaballgaming]

Yeah and they killed two of them off before they could even team up together. Such a dumb movie with such wasted potential.

[@Luke101]

Iceman going full ice form still gets me hyped to this day. Such a badass moment

[@AliFrankTheTank]

i stan iceman !!!! Lol

[@darthsirrius]

"Should've stayed in school."

[@thepubknight6144]

​@@darthsirrius Love that line because it's accurate to comic Bobby

[@Bman32x]

And they made us wait 3 movies to see it because we “need” to see the actors’ faces.

[@AlphaProto]

35:17 In the X3 commentary they say that the comatose patient in the bed was Xavier's twin brother who was born a vegetable. They got the idea after learning Xavier had a twin sister. So they just changed the sister into a brother so he could look the same after he transferred his mind. They never mention it in the actual movies. Just the commentary.

[@bobdole4093]

Also touches on his classroom talk about the ethics of transferring the consciousness of a terminally ill person into the body of a comatose patient, from the first movie

[@RandomAct]

I'm always a little surprised at how almost no one remembers that the Juggernaut line is probably the first time that an internet meme made it's way into a major production.

[@TheMurricane66]

I know right...I was just waiting for him to reference the video...and then he didnt...

[@RandomAct]

@@TheMurricane66 It's one of those things I expect everyone to remember, but no one does, and they just take the line at face value.

[@TheMurricane66]

@RandomAct in my theater half of the people cheer3d when he said it and then the person I was with asked me what the big deal was...IYKYK situation.

[@Goldtotheworld]

Are you a marvel freak like me

[@illegiblegore5217]

"Get outta mah head Charles"

[@houstonmunoz9862]

You didn't mention how bobby first turned into full-on iceman it was so cool and epic to see it for the first time 😊

[@KoolKeithProductions]

He didn't mention a lot of epic things about this movie, because he wanted to nit-pick it to death

[@yaboiriley6459]

Wolverines pants are invulnerable to the phoenix force that’s crazy

[@HooDNerD357]

LOL

[@cindym5896]

😂😂😂😂😂

[@redgyrados2000]

The superpower of "this film is rated PG-13"

[@marcusyates3044]

If the MCU makes their own Phoenix movie, best hope that the Hellfire Club are the main villains; they're the reason Jean Grey became the Dark Phoenix

[@lexramstudios1386]

Still difficult to do a Dark Phoenix movie right but they could try

[@somerandomharrypotterfan]

yeah

[@TheNerdGenReport]

That x-men animated phoenix saga was dope!

[@whomilloo]

The Dark Phoenix storyline needs to built up and fleshed out like the Infinity Saga

[@marcusyates3044]

@@TheNerdGenReport Star-Lord: "Exactly like the Animated Series!"

[@coldfire22]

The alternate scene where Logan originally says no to the younger students joining the final fight is SO much better and fitting. He reluctantly agrees. Logan wouldn’t want to bring kids to the fight. Pretty shitty decision by Ratner. One of many sadly.

[@Heru_Iluvatar]

They're not kids anymore

[@emanueljackson1728]

If I remember correctly, on the DVD commentary Ratner said he did want that take to be included in the film, but the studio wanted the take that's in the final cut. I agree the alternate scene should have been the one used, it never felt right with Wolverine acting like Cyclops.

[@XopheAdethri]

29:30 How many times did you give your younger sibling a controller and just told them that they were playing that _single player_ game with you? I did all the time.

[@lucasmangalon9656]

I love how the danger room is built up to have heaps of things at the end of the video but then it's literally just one thing

[@ryantyler4222]

What I think the best line in the movie is where the omega mutant asks magneto if you’re a mutant then where are your marks?. And he calls back to his prisoner of war tattoo and says no needle shall touch my skin again. Such a powerful scene

[@TheChach19]

JUSTICE FOR CYCLOPS

[@Zombiesnyder13]

I blame Avi Arad

[@Goldtotheworld]

Justice league

[@DismemberTheAlamo]

Kinda sad you didnt point out the obvious (not sure if you did it the first time) where the Juggernaut line is from an old animated redub meme. (honestly my fav line from the same video was "aaaaah get out my head Charles!!)

[@michaelcarchedi2180]

Looooovvve those vids

[@valiantorion5815]

I was going to comment this. Not something people would have caught if you weren't there at the time.

[@DismemberTheAlamo]

@@valiantorion5815 - to be fair the vid also has a lot of pimp slap and grape lines in it... so while still funny, didnt age the best.

[@lanternmatt2002]

28:16 "Charles finds Wolverine and flings him across the woods" 😂😂

[@nategar412]

Apparently it wasn't just some patient that Xavier transferred his consciousness into. It was his twin brother who spent his life being brain dead.

[@yahozak]

And so here's a possible connection back to Star Trek TNG Nemesis where they created an opportunity for Data to come back from being destroyed, having transferring his memories into B4. Which movie came 1st? I can't recall.

[@jorgej.cruzhernandez9247]

The twin brother thing is bs. Do you all realise that Charles can make folks see whatever he wants. He might be making everyone see him as they remembered him? 🤷🏽‍♂️

[@John-Doe-Yo]

​@@jorgej.cruzhernandez9247 I thought one of the writers confirmed that? Either way its comic shenanigans.

[@pillar81]

I've always maintained that as well. It seems kinda obvious, yet somehow people can't wrap their heads around the brain-dead twin aspect. Also, the movie novelization has the patient's name being P. Xavier

[@Formallyknownashandle]

Hilarious how many times you’ve called Magneto “Charles” throughout these three vids lol

[@haggardo]

It should be a drinking game at this point

[@featofclay2295]

@@haggardoGuaranteed alcohol poisoning. Fatality rate: 100%.

[@mattduncil]

Since Hank McCoy accidentally further muted himself by using the cure, dose that mean that there is a possibility that the cure could be used if reformulated to further unlock mutations in other mutants. A more evolved mutation.

[@ked49]

Mr immortal’s backstory in fox universe?

[@LONPISTOLPACKINPEEZY]

Deadpool’s injection

[@LFPS0311]

IF I had a dollar for everytime Erick calls Magneto 'Charles' in this series, I'd have enough money to buy like, a sandwich with a pretty big pickle in it.

[@MachineChrist6]

I always thought the golden gate scene was magneto flexing and using it as an intimidation tactic. If they came up on boats seems like stealth tactics showing they are hiding but the bridge is showing they are no longer afraid to hide their mutations.

[@stormhawkdude]

I know everyone may not like this one, but it's my favorite of the 2000's X-Men trilogy. It wasn't the cleanest depiction of the Phoenix Force but it was a very good movie with some sick cinematography and action in the finale

[@agentofchaos7456]

It technically wasn't the Phoenix Force. It was an evil split personality, not a cosmic force.

[@mr.iiconic]

This movie is an awful depiction of everything other than Logan and Beast.

[@KoolKeithProductions]

​@@agentofchaos7456Nobody in the movie said the phoenix was "evil". It never attacked anyone who didn't attack it, or pose a threat to it first

[@featofclay2295]

*The Last Stand* is also the standout for me in the original Fox trilogy, but it’s a low bar to climb.

[@mr.iiconic]

@@KoolKeithProductions Didn't it murder Scott?

[@Sashowindfeather]

So Phoenix is NOT a hard storyline to adapt. But that really depends on a lot of 'build up'.. In the comics, there was a build up and you knew/loved Jean, then you had some time with Phoenix for a while, BEFORE it went Dark Phoenix. The X-men in the 90's did an AMAZING job of the Phoenix/Dark Phoenix.

[@TheXMAN005]

The "I'm The Juggernaut, B****!" line was a reference to a popular KZbin video. It was a wink for the fans; and was well received at the time. The 2024 sterilizing is unnecesary.

[@Marvelousgamer7697]

I think this is going to have a lot of connections to Deadpool 3! I'm glad you guys are breaking this down one before the trailer drops at the Super Bowl next month for Deadpool 3!

[@nailinthefashion]

In my vision of the movie they walk thru every single film and mock them hahaha. Deadpool being like "how did they get away with these effects" would kill me

[@Zombiesnyder13]

AVI ARAD worked on the first movies as executive producer But for the 3rd movie, he decided to step in as the main producer That's why we got a movie done by a director with no passion, and a limited story overstuffed with characters, just so he could sell more toys That's why KRAVEN THE HUNTER and VENOM 3 will suffer the same fate

[@saiyantwan]

couple things. for 1, the character of Spyke was created for the cartoon x-men evolution before he was introduced in the comics and he was Storm's nephew. Also the Juggernaut line came from a meme back then from a group that became youtubers called my way entertainment.

[@jcup77]

Thank you for the juggernaut catch! I came here to say that too

[@vshazam]

They're different characters. Evolution is Spyke/Evan Daniels. In the comics and The Last Stand it's Spike/Darian Elliot.

[@saiyantwan]

@@vshazam yes and no. Darian is a redesign/ reworked version of Evan. Evan came out a full year before Darian. Technically Evan is a reworked Marrow but the creator claims he had no clue of the character

[@tonygoodwinjr9293]

Can you imagine the reality of hormonal teenagers with destructive supernatural powers that they dont understand or know how to control, much less a child with powers. A lot of death

[@drhulk99]

32:48 the “I’m the Juggernaut…” line is a reference to a viral video of a dubbed episode of TAS where Juggernaut kept repeating that.

[@joffreybaratheon4904]

That line has become a meme

[@olhomy]

Disappointed that this wasn’t noted upon in this video.

[@barney7822]

People shouldn't blame Simon Kinberg and Zak Penn for stuffing so much characters in this movie That was probably Avi Arad's call so he could sell more toys

[@agentofchaos7456]

Also, Matthew Vaughn was one of the co-writers as well.

[@barney7822]

@@agentofchaos7456 Only in the early stages

[@agentofchaos7456]

@@barney7822 He was involved with the movie after Bryan Singer left and he didn't leave until shortly before filming started.

[@barney7822]

@@agentofchaos7456 That's because they tried to rush the production, and Vaughn couldn't work as fast as they wanted him to

[@agentofchaos7456]

@@barney7822 Yes. I'm well aware of that.

[@Dewald]

25:00 I'm going to do an, um, actually, here. In the 90s cartoon, Magneto's helmet blocks psychic powers.

[@RafikiTheBaboon]

Been waiting all day for this!

[@intothefrayyo]

No you funking didn't 😂😂😂

[@dihboas]

Although this movie is considered bad I have to say Famke Janssen, Rebecca Romijn, Sir Ian and Sir Patrick gave ACTING SKILLS honey, so good seeing them so at ease with their characters and I hope to see all of them in Secret Wars specially Rebecca as a fully realized Mystique with the white outfit and everything, it would be so dope

[@pillar81]

The performances were definitely the highlight of that film.

[@Rayyan256]

Mahn, I watched the complete saga while I was just 8-9 yrs old in 2008-09. The saddest death was of Professor X, that bgm, Logan scream, X's look of despair really made me cry😢. Even today it's still the same. 26:03

[@minutebass]

I thought all those Juggernaut lines are references to the MyWay KZbin clips of Juggernaut.

[@Foxarocious]

They were.. i can't believe he didn't bring that up lol

[@burneyboys02]

29:35 I remember Third-party Companies would make car-adapters for popular game systems at the time so I guess this is possible.

[@jardex2275]

I distinctly remember playing an NES while on the way to summer camp with my friends. Later on, my parents would buy a minivan with a flip down screen for the back seat. We used a power converter and would plug the Gamecube in for the 4 hour trips to the cabin.

[@dmitrybahrt9227]

Beast quoting Shakespeare is hilarious 😂😂😂

[@user-jv7uq4ct2o]

28:16 Charles Finds Wolverine??? Magneto is NOT Charles.

[@KyleNabilcy]

"YOU look terrible on Twitter." LOL

[@joeytabora1052]

34:54 uhhhh no it's not? That's his queen

[@LegendaryHopOnBaby]

Yup - the king would have a cross on top.

[@vicentecastro7148]

X-men is really a phenomenon…I’m so ecstatic about it😄

[@claymathewselevator8121]

Love that Nightcrawler episode of animated series

[@bobbyjoe6071]

I’ve been waiting for this love these rewatch series

[@intothefrayyo]

Why?

[@XopheAdethri]

33:02 Omega level in the comics is just _complete_ control over your powers and are only actively limited only by what your physical body can take. So He _could_ have perfect control and be able to self-detonate at will... that _might_ be enough to classify him up there.

[@roguequakewitch]

Depends really, sometimes it is based off of you are the strongest in your specific mutation ie telepathy or telekinesis

[@XopheAdethri]

The definition has... Evolved 🤗... over the years, but the most generous version can be used to let the movie squeak through.

[@ReebSheeb]

The chess piece at the end is the QUEEN the king piece always has the cross on top. You can see his king piece in this scene on the left side of the board.

[@WhiteRaven696]

Didn’t Ken Leung also play Karnak in… Ugh. Inhumans?

[@GhostofKittyKatDawg]

Shhhh, let's keep pretending that never happened.

[@palmtreebird]

Absolutley should have left that Shakespear bit in! 😂

[@alonsospassion924]

When I rewatched this it was funny to me how Logan goes to woods and gets pushed and that’s it after a few scenes he’s back at the school just like nothing lol 😂

[@Zero2HeroX]

Oh boy this one was.... quite the film

[@agentofchaos7456]

Yeah, the way it depicts Jean's mental health is pretty ableist.

[@mr.iiconic]

​@@agentofchaos7456the way it depicts everything is god awful.

[@khonshugodofthenightsky2159]

​@@agentofchaos7456how is it ableist?

[@agentofchaos7456]

@@khonshugodofthenightsky2159 Yes. The Phoenix story is literally another example of "mentally ill people are automatically villainous" trope, which has been proven to be harmful.

[@khonshugodofthenightsky2159]

@@agentofchaos7456 Oh. I didn't notice that. Thank you

[@tristankingcooldudewhite8392]

Fun fact: This is the second movie to have Anthony Heald and Famke Janssen. The first was "Deep Rising" from 1998, 8 years before this film. The more you know.

[@hokage1997]

was just thinking about this earlier today

[@recentlydeleted]

The cope and seethe about special effects is hilarious

[@drainvigor]

I never knew a thing about the drama on x men production!!!!!

[@coop-likes]

I might have face blindness cause cgi de-aging always looks natural to me.

[@ariacummings]

There's a comic book store in downtown Olympia called Danger Room.

[@Lifegivinglemons]

At the end of X3, Magneto is in a park, playing Chess... why?! Why isn't he locked away in some kind of Maximum Security Prison? He just raided and was the cause of several deaths. On top of destroying a huge city structure. Or did the government just decide since he didn't have his powers anymore that he was no longer a threat? He'd still be considered a terrorist. Powers or not, he would still be dangerous, but they just let him go free?!

[@DoubleO7-11]

The trailer for X-men: The Last Stand is freaking epic

[@minomininni]

In the movie novelization, Moira's patient is revealed to be a "P. Xavier", Charles' twin brother who was born brain-dead because Chuck unconsciously drained all his psychic energy while in the womb. That's allegedly why, when we see him again, he looks exactly the same and not inhabiting some random stranger's body.

[@bostonsteve2889]

after you said brett ratner i looked him up to see what was currently going on and i guess he moved to israel and posts photos from his past on his instagram like nothing happened

[@ramihajyounesmontoya5194]

''I don't wanna fix it'' is forever iconic tbh.

[@StevenSagerIsSuperEpic]

"Grow those back" My favorite line 😂

[@rudiologist]

@28:16 you said "Charles finds Wolverine..."

[@fivenight]

Archangel kid was using a microplane to file down his wing nubs.

[@DoubleO7-11]

Absolutely love that you guys are doing this rewatch 🤩

[@evrywerigoable]

22:27 definitely love comic movies embracing cosmic horror being adapted to the shows, such as the awareness of the Battle of NY being canon to all the Netflix series, Agents of SHIELD, Cloak Dagger reading about the bulletproof blackman in Harlem...the universe is there, the studios have got to commit

[@ignacionavarro5624]

Mondays are so much better now

[@shandermunizalvarado]

29:34 Mom was probably in pimp my ride

[@mutungiedmund2355]

Thanks 😊

[@stormhopkins7668]

Letsss get into it!!!

[@juanrisa945]

7:44 Is dissociative identity disorder, not schizophrenia.

[@showme2540]

They took out so many great scenes

[@vwatcher2171]

I have the original Xmen #1 comic (1967) thru #42 . I have 3 copies of most of them. Especially rise of Phoenix, introduction of The Blob and introduction of Spiderman.

[@Joemamagaywsf]

28:17 ah yes that’s Charles

[@claymathewselevator8121]

Kelsey Grammar is Beast

[@MrCarpediem6]

4:15 why was CGI fom 1995-2005 better than anything since.

[@jesseslack2089]

Talent.

[@nategar412]

Them being overworked and underpaid by unreasonable studios.

[@Brendyn4222]

When the soldiers are gearing up with the cure and plastic weapons, a box with the cure says “XM-92 Cartridges”. A reference to the 90’s cartoon.

[@davidchism6081]

The magazine that Hank McCoy reads could be weeks or months old.

[@luisr6594]

23:22 THANK YOU!!!! I get so sick and explaining to people that HE IS NOT A MUTANT, I’m glad Deadpool 2 touched on that a little.

[@michaelrogers6008]

I want to see them on screen together as long as it's not as cheesy as the "Girls get it done" scene in End Game

[@juhmez]

Spykes first appearance was in 2000 in X-Men Evolution, no?

[@LolsAtLance]

This film contains some of my favourite all time scenes in any superhero film - the bridge and Jean Gray vs Patrick Stewart, magneto etc, and when magneto shouts out Jean because he doesn't want Charles to die 😭😭😭💔 vfx still hold up to this day

[@GabrielMolterIO]

22:37 - The building from which Angel jumps from is the Sheraton Hotel in downtown Vancouver. I used to work there a while back, and every now and again I'd think about jumping out of a window there too. The city views you get from the higher floors there are gorgeous tho

[@K3npai]

this first trilogy started with Magneto wanting to turn every human into mutants, and finished by human wanting to leave every mutants powerless and turning them into humans...

[@wingerton]

So good! SO GOOD!!!!

[@Jadensdivine]

28:16 I don’t recall magneto being Charles 🤣

[@alexmcmahon1808]

The bridge makes so much more sense now!

[@tiago9977]

5:55 I basically think of the X-Men films as parallel timelines to ignore the continuity errors lol

[@punk_nugget]

the first one and x3 are my favs

[@eliechaya9690]

Love from Belgium 🇧🇪 ❤

[@Mimikyu_Lov3r]

30:05 They recreated this scene (a couple of times) in DC’s “Young Justice”

[@envoy2500]

Moira at the end: "Oh shit, this is THAT kind of timeline. Time to reset everything again."

[@BenjaminRose37]

You neglected to mention one of the best scenes in the movie, when Magneto rebukes Pyro by saying that Charles did more for mutants than he could possibly know and that he regrets that he died.

[@SaggyLlama11375]

These three xmen movies are so underrated

[@agentofchaos7456]

Disagree. This movie uses ableist tropes about mentally ill people that are pretty harmful.

[@boydjake8218]

I loved Xmas growing up. Even this one. I seen it 4 times in the theaters. Went by myself 2 times lol

[@TheWayloski]

It’s not that big of a deal to see a system hooked up in a vehicle in 2006. My cousin had an original Xbox hooked up in his vehicle in 2002 😂

[@thefallprincess6223]

I'm the Juggernaut b**** was the best part of the movie one of the best Easter eggs if u know u know

[@plutoniumcore]

I have laughed soo hard when I first saw The Juggernaut Bit** video like 16 - 17 years ago

[@davidleija1085]

Appreciate everything y’all do I was waiting for this

[@GaryP336]

Lol magneto does not "telepathically move metal" 😅

[@jaredsshield]

If im correct, I think the Juggernaut phrase was a reference to the voice over someone did of him of the animated seriess. Least in my opinion.

[@Foxarocious]

Yep! Not an opinion, a fact My Way Entertainment made them

[@cjperry2731]

THANK. GOD. I'm not the only one who wondered how and why they didn't see Magneto and Juggernaut standing in the culdesac until they started speaking lol..

[@josephcarlson9487]

There is more to the juggernaut quote! Its like one of the earliest memes!