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Returning For The Trilogy's Climax
Due to the actors' busy schedules, bringing the entire cast back for X-MEN: THE LAST STAND required complex strategic maneuvering. But their participation was never in doubt. "It was key to the story and character relationships, and important to the fans who love these films,” says producer Lauren Shuler Donner. "All these actors coming back says a lot about their love of the script and the ‘X-Men' films,” adds producer Avi Arad. "The cast made these movies what they are, and it was critical to get them back for this film.”

The returning cast members saw their characters undergo significant changes, none more so than Famke Janssen, who portrays telepath Jean Grey. In "X2,” Jean had sacrificed her life to save her fellow X-Men, drowning at Alkali Lake. But that film's last shots hint that we haven't yet seen the last of her – and X-MEN: THE LAST STAND pays off on that in a big way.

Jean returns, reborn as "Dark Phoenix” with powers far beyond her comprehension. She is transformed into the ultimate weapon – which everyone wants to possess as they prepare for war. She becomes a threat to the X-Men and to the world at large.

"Jean's saga is the most extreme,” says Simon Kinberg. We were inspired by a specific storyline in the comics that had never been done before: taking a hero and making them a villain. Her saga is emotionally resonant, because it involves watching somebody you love start to both implode and explode.”

"What Jean does in this film is very different from what she does in the first two films,” says Famke Janssen. "It's a big change that comics fans have long been anticipating, and which the films' audiences will be shocked by.”

In "X-Men” and "X2,” Jean is a heroic figure and the principal teacher at Xavier's School for the Gifted. Along with her mentor and friend, Professor Charles Xavier, fiancée Scott Summers (aka Cyclops) and the rest of the X-Men, Jean battled Magneto in "X-Men” and the mutant-hating Stryker in "X2.”

Despite Jean's heroics, both films dropped important clues to her ultimate fate, revealed in X-MEN: THE LAST STAND. "In the first films, there are inklings that something is wrong with Jean – moments where her powers seem more than she can handle,” says Janssen. "This is taken further in ‘X2,' in which she's having headaches and difficulties in controlling her powers.”

The fate of James Marsden's Cyclops is closely tied to Jean's rebirth. The two were engaged to be married, but her heroic death has left the once straight-laced Cyclops grieving and bitter. "He's lost his focus in life, the person he loved the most,” says Marsden. "The meaning of the X-Men – what they stand for – has lost its value to him, now that Jean is gone. In fact, the whole team is suffering.”

Anna Paquin's Rogue flirts with the idea of being "reborn” – as a human. "With the cure, she has an option,” says Paquin. "She can either be cured and change her life forever, or accept who she is and continue living with the feelings of isolation that accompany her mutation.”

"Rogue has the worst power in the entire mutant universe, period,” says producer Ralph Winter. "She can't touch or express love. What is she going to do? This film answers the question.”

Rogue's story is linked to Bobby Drake's (aka Iceman), with whom she began a romance in "X2.” But their burgeoning love story hits a roadblock due to her power to absorb the powers of – and kill – whomever she touches. "Bobby's powers to radiate intense cold come into their own, just as he faces major challenges in his relationship with Rogue,” says Shawn Ashmore. "Things get even more complicated when he starts to feel a connection with Kitty Pryde [a young mutant who can phase through solid matter, played by Ellen Page]. He is ready to become a full member of the X-Men.”

Bobby continues his ongoing battle with his nemesis, Pyro, a member of the evil Brotherhoo

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