THIS third X-Men movie shouldn't have worked out as well as it has considering the problems that beset the production.

First, Bryan Singer, director of the first two films, defected to the new Superman picture.

Then replacement Matthew Vaughan departed a month before filming. But Brett Ratner, with two Rush Hour thrillers and Red Dragon to his name, does a good job at refreshing and extending the adventures of the mutants. This time they're offered a way out with a "cure" for their mutancy that will ensure they don't stand out from the crowd any more.

Needless to say, their leaders - peaceful Charles Xavier (Stewart) and Eric Lehnsherr, better known as Magneto (McKellen) - are at loggerheads over which course to adopt, take the cure or continue their outsider ways.

The result, equally inevitably, is a pitched battle between the two sides enabling the mutants to display their special powers, everything from the ability to create fire and ice to shapeshifting and telepathy.

The film contains the unexpected deaths of a couple of leading characters, whom I'll resist naming so I don't spoil the surprise, and the resurrection of another one, whom I will name because the plot hangs upon the return of Jean Grey (Janssen) as Dark Phoenix.

She's turned nasty since "dying" at the end of X-Men 2 and when Magneto decides to take matters into his own evil hands, she's there helping him out. McKellen and Stewart, as the wheelchair-bound principle of the mutants academy, have a barnstorming time lending a Shakespearean gravitas to the comic book happenings.

There are, perhaps, too many mutants for the good of the story with some pushed into the background apart from the odd demonstration of their powers. But Berry's Storm, with her ability to change the weather, makes her point, although once again Jackman's physically imposing Wolverine displays most of the animal magic with his retractable claws, self-healing powers and amazing hairdo.

Starring: Hugh Jackman, Halle Berry, Ian McKellen, Patrick Stewart, Famke Janssen, Kelsey Grammer, Anna Paquin, Rebecca Romijn, James Marsden, Ben Foster, Shawn Ashmore
Running Time: 104 mins
Rating: Four Stars