Remember back when the fanboys first heard of the X-Men movie, and griped vociferously about the casting of Hugh Jackman (he's too tall!) and the black leather outfits (they should be in yellow!)? With a variety of reservations, they went into the original X-men movie with expectations set to "SUCK", and came out with a movie that was "GOOD." When X2 came out, they went with expectations at "GOOD," and came out with a movie that was "GREAT!"

Well, with X-Men 3, expectations were firmly set in the "SUCK" end of the spectrum. It doesn't suck. But it ain't great. But it is at least "GOOD." It feels like a satisfying capper to a series and we can walk away thankful that the whole thing didn't go down the tubes, but stayed on its feet enough to deliver an ending. You know, kinda like Return of the Jedi.

What's the worst thing I can say about it? I am tiring of the blockbuster trend of the quip.

The quip dictates the pacing of scenes. An event isn't over until we can cut to someone for a quip. One time out of ten, the quip is funny or clever to actually add something to the scene. But the rest of the time, it would have been better had everyone just kept their mouths shut. You tend to notice in ensemble pics that the quips start being driven by star-power. You start to wonder if certain big name actors have clauses that their character needs to have equal-to-or-greater-than quip total as compared to other characters, regardless if it is really true to the character or not..

(The dreaded quip factor was one of my original gripes about the Firefly series - everyone was oh-so-clever so that a quip could easily be transplanted from the mouth of one character into the mouth of another. Could we just have one character that didn't feel the need to crack wise? Thankfully, Serenity stayed away from overuse of this cliché.)

I bring up Serenity for another reason. I was so glad I stayed spoiler-free for X-Men: The Last Stand, because a number of irrevocable acts happen to mainstay characters of the series. I admit, I was surprised and shocked by a few, but unlike what happened in Serenity, these shocks did not amount to a sense of dread that anyone would be fair game next. Instead, they were paced so oddly that it never built up to a sense of danger, and instead I found myself looking beyond the frames of the movie and thinking, "I wonder if so-and-so only negotiated for two days worth of pay, and that's why this happened..."

Its next biggest flaw is that it gets pretty hammy, something that the previous two incarnations was able to skate around with more agility. Revenge of the Sith and Spider-Man 2 aren't the only movies to make the questionable choice of having a character shout out "NOOOO!!!" to a boom-shot at the death of a loved one. Be warned.

Even the otherwise untouchable McKellan can't escape the scenery-chewing, which is a shame because he managed to spout off a few pro-mutant speeches in the first two movies without echoing the ultimate ham-fisted oratory of genre cinema, Lawrence Fishburn's pre-rave barnburner from the horrible Matrix 2.

But there's still a lot of good in the movie that makes it worth seeing, and ultimately satisfying as a blockbuster. In no specific order, some thoughts:

Kelsey Grammer as Beast. What was called out early as the reason-this-movie-will-suck turned out to be one of the movie's strengths. Usually people who did the double-take of Kelsey as the Beast were folks who forgot that the character was a perspicacious egghead. He always was Frasier, but with a penchant for reading books while hanging upside-down.

The de-aging gimmick. It's already gotten much press, but it was fascinating. I won't say it was a hundred percent successful, but showed enough promise that I wanted to see more of it in use.

The Stan Lee Cameo. Anyone else tired of this gag? You got a sense that they just got it out of the way early to satisfy that checkbox.

Kitty Pride. Finally she comes into her own as a character, though at the X-pense of Rogue fans everywhere. Still, it was good to see my favorite X-men from my greasy teenage years of reading these comics. Though I felt suitably old and creepy realizing a fictional crush from yesteryear is now half my age.

Alcatraz as a Pharmaceutical Lab. You'd think one PR person at Worthington Pharmaceutical would have pointed out to the CEO that their choice of location just might send mixed messages.

Jean Grey as Phoenix. The CG-makeup effect for when Jean Grey turns dark is so creepy and fantastic. Turning Famke Janssen from hottie to horror was really well done.

Angel. Where was he? For all the use of this character in marketing materials, he is barely in the movie. Not that he was one of my favorites (Angel is pretty much guaranteed to be no one's favorite), but I was surprised that we saw more of Warren Worthington II than we did Warren Worthington III.

Leech. I love how the movie adapts the comic characters to work within the established framework of the movie. Leech's appearance and origins are different, but the fundamentals of the character are here. I think, thanks to the success of the Ultimate Marvel Comics line, that fans are now much more willing to accept the movies changing the details if they keep the essence right. No more crying about organic webshooters.

Juggernaut. A hoot. Though I'm sure there are fanboys nitpicking about his inclusion, given that the original Marvel backstory didn't have him be a mutant. Whatever.

There's more, but I don't want to get too spoilery. Go see it. It ain't bad. It doesn't ever reach the heights of X2 greatness, but it's still pretty darned good.

Sidenote: Hollywood, take note. I've only taken the time out to see three of your movies in the theater so far, and it's already almost June. What happened? By this time four years ago, I would have easily had almost thrice that number under my belt.

But you know what, you're not solely to blame. My TV delivers just-as-good a picture and often better sound, and the audience is much more well behaved. Call me an elitist snob, but if I was wealthy, I'd seriously consider opening up a movie theater that was structured like a country club, with a stiff annual subscription fee to keep out the riffraff. You could see as many movies as you like, but if a single cell phone goes off, or we get a single complaint, you lose your membership.

ph