James Marsden as Cyclops
Chord Overstreet as Havok
Halle Berry as Storm
Ellen Page as Kitty Pryde
Shawn Ashmore as Iceman
Dan Cudmore as Colossus
January Jones as Emma Frost
Famke Jansen as Jean Grey
Jason Isaacs as Mr. Sinister
Kevin Bacon as Sebastian Shaw
Plot Summary Edit
Scott Summers wakes up by Alkali Lake with his powers still inactive. He finds his way back to X-Mansion and collapses. When he wakes up, his powers return and he blasts out a wall. Once he gets his visor on, Scott receives the bad news: Jean and Professor X are dead. He also reunites with his brother Alex who arrived at the school during his absence, and bonds with Emma Frost, a new teacher brought in to help work Cerebro.
Scott begins training the X-Men harder than ever and after three weeks, sleeps with Emma. The next morning, Wolverine arrives, perching on Scott and Emma's bedpost. Scott attacks him and they fight briefly, with Logan accusing Scott of not grieving properly and Scott pointing out that Logan wanted to get in Jean's skirt since he met her. Logan leaves for good. That night, Jean's body is taken from her grave. When he discovers it, Scott is enraged and leads the X-Men on a mission to find his lost love.
They eventually find that Jean was taken by Mr. Sinister, an evil scientist that wants to create the perfect Mutant. The X-Men battle his henchmen and after Scott blasts Sinister unconscious, they retrieve Jean's corpse.
When they return to the mansion, Jean begins to stir, but before anything can happen, Emma betrays the X-Men and takes Jean back to the Inner Circle.
Scott returns to Sinister and interrogates him. Sinister reveals that he revived Jean. Scott demands to know where she is and Sinister replies that they should look for the traitor amongst them.
Scott returns to the mansion and realizes that Emma is gone. He goes to the war room and pulls up the tracker screen, which displays all the trackers on their X-Uniforms. It shows her as being at Shaw Mansion.
The X-Men race in the Blackbird to the mansion, where Emma and Sebastian Shaw are waiting for them.
They have a huge fight in a large open room, the centerpiece of which is Jean, lying on a table.
The X-Men gain victory in the fight and the focus turns to Scott vs Emma.
She turns diamond and he focuses his blast on her.
She slams into the wall and drops, de-diamonding herself.
Jean’s eyes snap open and she floats up to the domed ceiling.
She declares herself PHOENIX and destroys Shaw instantaneously.
Emma wakes up and begins to telekinetically battle Jean.
The X-Men retreat, with Scott putting his trust in Emma to spare Jean.
Wolverine arrives, but when he rushes past the X-Men into the chamber and is destroyed once and for all.
Emma manages to absorb the Phoenix from Jean while she is distracted by Logan’s death.
She turns diamond and, after the X-Men have fled, unleashes it, killing herself.
There is a memorial to Logan next to Xavier’s, but Jean and Scott’s are gone.
Jean and Scott get married as the film ends.