• Budget and Box Office
• Scripts
• Summary
• Trivia

• Production Budget: $110 million
• Domestic Total Gross: $214,949,694
• Foreign Total Gross: $192,607,919
• Worldwide total Gross: $407,557,613
• Widest Release: 3,749 theaters
• Opening Weekend: $85,558,731 (3,741 theaters, $22,870 average)

• Andrew Kevin Walker
  • David Hayter with Current Revisions by Michael Dougherty and Dan Harris
  • April 30, 2002 Production Draft
  • 110 Pages

Impersonating Senator Robert Kelly, and Stryker's assistant Yuriko Oyama, Mystique gains information about Magneto's prison and provides a means for him to escape. Mystique tricks one of Magneto's Security Guards, implanting large amounts of iron in his body which was later on extracted by Magneto via force of magnetism. Wolverine, along with Pyro, Iceman and Rogue, heads to Iceman's home in Boston. The police arrive just as the group is about to leave. After a policeman shoots Wolverine in the head, Pyro begins using his abilities to attack the officers and destroy their cars. Rogue manages to stop him just as the X-Jet arrives to pick them all up. The X-Jet is targeted by two Air Force fighter jets who attempt to force a landing. After the X-Jet refuses to land, the pilots fire missiles. Storm tries to distract the pilots with several tornadoes but the last pilot fires two missiles. Jean is able to destroy one of the missiles, but the other detonates directly behind the jet. The jet, en route to a crash landing, is stopped at the last moment by Magneto, who is standing on the ground. Magneto has learned that Stryker orchestrated the attack on the President, and has been experimenting on mutants. Jean Grey reads Nightcrawler's mind and determines that Stryker's base is located at Alkali Lake, inside the dam. Stryker has been using a drug, injected directly into the back of the neck, to control mutants. He has also stolen enough equipment from Xavier's own Cerebro unit to build a second Cerebro; he plans to use Professor X to kill all of the mutants in the world. The X-Men and Magneto join together in an effort to stop Stryker. On the way to Alkali Lake, Pyro has a conversation with Magneto about how the world perceives them.

Stryker gains control over Professor Xavier through his son, Jason Stryker, who is able to project powerful visions in the mind, blinding a person to reality. Professor X is instructed to use Cerebro to find and kill all existing mutants. Mystique infiltrates the base disguised as Wolverine. Mystique manages to take over the control room, opening up the main gates for the X-Men. Storm and Nightcrawler pair off, searching for the kidnapped students. Jean, Magneto, and Mystique are attacked by a brainwashed Cyclops on their way to rescue Professor X. Cyclops' optic blast causes damage to the generators that keep the dam from collapsing. Jean gets Cyclops to return to his normal self by telling him she loves him. Wolverine finds Stryker in an adamantium smelting room along with Lady Deathstrike. Wolverine and Lady Deathstrike begin fighting, which ends with Wolverine pumping Deathstrike full of molten adamantium metal, killing her. Wolverine finds Stryker on a landing pad and stabs him in the stomach. Stryker attempts to bargain with Wolverine, telling him that if he comes with him he can tell him about his past. Wolverine refuses and straps the wounded Stryker to the helicopter wheel. Mystique, disguised as Stryker, uses Jason to convince Professor X to kill all humans. Magneto and Mystique escape on the helicopter, alongside with Pyro who has decided to join them. Meanwhile, Nightcrawler teleports Storm inside of Cerebro, from where she frees the Professor from his telepathic illusion. A malfunction aboard the X-Jet prevents it from taking off and the dam finally bursts. The flood gets stronger, drowning Stryker. Jean leaves the jet and creates a telekinetic wall in order to stop the wave, and at the same time raises the jet above the flood waters; all the while surrounded by a corona of fire. Jean activates the X-Jet's primary engines, before releasing the torrent of water down on herself.

Back at the White House, the President prepares to address the country on the perceived mutant threat. Just as he begins his speech the X-Men appear before him. Rogue gives him the files from Stryker's private offices while Professor X tells him about the events of the last few days. Then Professor X warns him that humans and mutants must work together to build peace, or they will destroy each other through war. Back at the mansion, Xavier states that Jean Grey always felt left behind compared to others. Wolverine then reveals to Cyclops that Jean Grey truly loved Scott, and chose to be with him. The film ends with a voiceover by Jean Grey, on the process of evolution. The camera floats over Alkali Lake, showing a vague shape of a Phoenix in the lake.

• Prior To:
  • Hugh Jackman worked with the same trainer who trained Angelina Jolie for the title role in Lara Croft: Tomb Raider (2001).
  • Professor Xavier's wheelchair from the first movie was bought by a lawyer (who also works for the same law firm as Patrick Stewart's attorney). When production began, the studio realized they had no chair anymore, so the lawyer rented it back to the studio - as Stewart said in an interview - "for a significant sum".
  • Hugh Jackman was given a nutritionist to get in shape for his role as Wolverine and gained 20 pounds.
  • The set for Stryker's underground lair was built in an old Sears warehouse and was the largest set in North America. It involved over 60 miles of cable and was so large that cast and crew members used bicycles to get them to and from the bathroom as quickly as possible. Even then, the production only used about half the space in the warehouse.
  • The script went through 27 drafts.
  • Director Bryan Singer credits the X-Men graphic novel "God Loves, Man Kills" as an influence for the script.
  • An early draft of the script had Magneto saving Professor X from Dark Cerebro and escaping with the other X-Men. According to director Bryan Singer, this was changed late in production not only to remain true to Magneto's ruthless character, but also to give the other characters -- namely Nightcrawler and Storm -- something more to do in the film's climax.
  • Another huge set was the turbine hall of an old dam which housed a museum. Unfortunately the museum was painted in bright, lurid colors, so the production design team had to dress it up to make it look old and dank (something which horrified the museum administration until they realized that it was just temporary).
  • Bryan Singer insisted that the writers do proper research on what would happen if a dam was breached. Remarkably, they found plenty of information about that on the Internet.
  • The replica of the President's desk in the Oval Office was so detailed that it took two months to build.
  • The White House oval office is an exact recreation, but the corridors in the opening chase between Nightcrawler and the Secret Service, were wider than the actual walls to allow more room for fighting.
  • Ian McKellen (Magneto) worked with screenwriters to make the scene in which Bobby Drake (Iceman) tells his parents he is a mutant to look more like a common gay "coming-out" scene.
  • Beast and Gambit were considered as new characters but they ultimately went with Nightcrawler because he was the most outsider-like of the choices.
• Casting:
  • Alan Cumming was Bryan Singer's first choice for the role of Nightcrawler. However, during initial casting, he was unavailable. The project labored in development long enough that by the time the film was ready to shoot, Cumming was able to come onboard. Ethan Embry was rumoured to have won the role before Cumming was available.
  • Neil Patrick Harris auditioned for the role of Nightcrawler, but lost out to Alan Cumming who speaks fluent German.
  • Bryan Singer cast Brian Cox as Stryker based on his performance in Manhunter (1986).
• References:
  • In the bar, the TV is showing a debate on the mutant situation. One of the panelists is "Dr. Hank McCoy," which is the real name of the blue-furred behemoth X-Man, Beast. The other, not seen but called "Dr. Shaw," is presumably Dr. Sebastian Shaw, the leader of the Hellfire Club in the comics.
  • On Yuriko's computer, the following files are listed:
    • Guthrie (Paige (Husk) and Samuel (Cannonball))
    • Harada, Keniucho (Silver Samurai)
    • Kane, Garrison (Weapon X)
    • LeBeau, Remy (Gambit)
    • Lensherr, Eric (Magneto)
    • Maddicks, Artie
    • Madrox, Jamie (Multiple Man)
    • Xi'an Coy Mahn (Karma)
    • Maximoff (Wanda (Scarlet Witch) and Pietro (Quicksilver))
    • McTaggart, Kevin (Proteus)
    • Moonstar, Danielle (Moonstar)
    • Munroe, Ororo (Storm)
    • McCoy, Hank (Beast)
    • Callasantos, Maria (Feral)
    • Cassidy (Sean (Banshee), and Tom (Black Tom)
    • Cheney, Lila
    • Creed, Victor (Sabretooth)
    • DaCosta, Roberto (Sunspot)
    • Dane, Lorna (Polaris)
    • Drake, Bobby (Iceman)
    • Dukes, Fred (Blob)
    • Espinosa, Angelo (Skin)
    • Gibney, kyle (Wild Child)
  • On another screen there were a series of folders on the computer's desktop. These folders listed some well-known individuals or places from the X-Men universe, including:
    • Omega Red (Russian mutant super soldier)
    • Muir Island (Scottish mutant research facility)
    • Project Wideawake (Codename for Sentinel project)
    • Franklin Richards (son of Fantastic Four's Reed Richards and Sue Storm; born a mutant)
    • Cerebro (mutant tracking device created by Professor Xavier and Magneto).
  • Closer inspection reveals that Stryker is keeping files on:
    • Pyro
    • Sabra
    • Dr. Ceclia Reyes
    • Synch
    • Penance
    • Nightcrawler
    • Mystique
    • Lady Deathstrike
    • Copycat
    • Deadpool
    • Cyclops
    • Dazzler
    • Von Struckers
    • Jamie Braddock
    • David North
    • Sunfire
    • Boom Boom
    • Mimic
    • Dr. Nathaniel Essex
    • Toad
    • Wolfsbane
    • Strong Guy
    • Kitty Pryde
    • Sauron
    • Forge
  • There are also files on:
    • Alpha, Beta and Gamma Flights
    • Weapon X
    • Department H
    • Brotherhood
    • Graymalkin
    • Zero Tolerance
    • Massachussets Academy
    • Blackbird
    • Danger Room
    • Legacy
    • Morlocks
    • Xavier's School
    • Omega Red
    • Salem Centre
    • Kevin McTaggart
    • Trash
  • The animated movie being shown on the video monitors in the museum in the opening is Why Man Creates (1968). The segment being shown is a quick history of human culture.
  • The mansion used for the school also appears as Lex Luthor's home in Smallville (2001).
  • Director Bryan Singer stated that he was inspired by the "The Twilight Zone" (1959) episode "The Howling Man" when making the scene where Senator Kelly transforms into Mystique. In the episode, an old man progressively changes into the devil while walking by pillars.
  • In the final classroom scene, Professor Xavier talks about a book called "The Once and Future King" by T.H. White. This is the same book Magneto was reading in prison before Stryker's interrogation.
  • Pyro's cigarette lighter has a shark design on it; this is a tribute to director Bryan Singer's love of the movie Jaws (1975).
  • The Oval Office set used in this film was later used in several episodes of the sci-fi TV-series Stargate SG-1 (1997).
  • The character Rogue, whose real name has never been revealed since her introduction in the comics in 1981, was given a name for this film - Marie D'Ancanto. Comic writer Chris Claremont, Rogue's creator, has used this name since the movie's release in the "X-Treme X-Men" comic, but for a different character.
  • Magneto's line "When will these people learn how to fly?" is a reference to the fact that some of the characters (Jean Grey and also Rogue, who gets the ability from permanently absorbing Ms. Marvel's powers in the comics) have the ability to fly in the comics but haven't yet in the films. The only characters with the power of flight in the comics that have shown this ability in the movies are Magneto and Storm.
  • When Mystique reviews the information on the security guards at the facility housing Magneto, the following names are displayed, referencing crew members of the film:
    • DeSanto, T. (Tom DeSanto, executive producer)
    • Dougherty, M. (Michael Dougherty, screenwriter)
    • Donner, L. (Lauren Shuler Donner, producer)
    • Young, R.D. (possibly Rob Young, production sound mixer)
    • Harris, D. (Dan Harris, screenwriter)
    • C. L. G. - Classified
    • R. G. M. - Classified
    • Singer, B. (Bryan Singer, director).
    • Bryan is the only one who gets his own photo - the others, including Ms. Donner, are given stock male guard photos.
  • The illusion-casting powers that Mutant 143 (played by Michael Reid McKay) possesses, is a homage to a classic X-Men villain from the comics named Jason Wyngarde / Mastermind.
  • The song Pyro turns on in Cyclops' car is Bye, Bye, Bye by the pop band N'Sync.
• Filming:
  • Alan Cumming had to endure 10 hours of make-up to become Nightcrawler for the scene in the church (where his skin/make-up is shown from the waist up).
  • The "Lady Deathstrike" claws were glued to the bottom of Kelly Hu's own fingernails. She had to grow them out a bit so that the claws would fit securely.
  • Rebecca Romijn's make-up took five hours to apply.
  • The fight between Wolverine and Yuriko took three weeks to film.
  • Jean Grey's closing monologue is the same as Professor X's opening monologue in X-Men (2000).
  • When Wolverine is in the kitchen in Bobby Drake's parents' house, and he is surprised by the cat, he lets it lick his claws - seemingly a very cute moment. But if you listen closely when he hears someone come in and retracts his claws, you hear the sound effect of Wolverine's claws extending (if you listen closely, you can tell the difference, as the retracting sound is the same as the extending sound, but played in reverse), and then the cat crying out. This was an unintentional moment of comedy which was going to be cut but the last minute decision was made to leave it in.
  • The Arctic snow scenes were filmed in Alberta, Canada, an area known for its heavy snows. Naturally when the production arrived, there was none, so the snow had to be recreated.
  • Most of the actors from the scene in the museum where Professor X freezes everyone were actually mimes, who are used to not moving. Likewise, mimes were used for the final scene in the Oval Office.
  • Kelly Hu has only one line of dialogue in the entire film.
  • Unlike the first film where Rebecca Romijn wore contact lenses, this time Mystique's eyes are rendered digitally.
  • Frozen tea was put on the end of Wolverine's claws for the cat at Iceman's home to lick off.
  • They had to shoot Professor X's pristine Cerebro set first before distressing it to show Stryker's cut-price version.
  • The red scar on the back of Cyclops' neck to signify his being controlled by Stryker was added digitally afterwards.
  • The adamantium that pours out of Lady Deathstrike's face is CGI and that's a highly detailed mannequin of her that falls down into the bottom of the tank.
  • Health and safety restrictions meant that helicopter blades were not allowed to be moving when the actors - in this case, Rebecca Romijn and Ian McKellen - were sitting inside the helicopter. The moving blades had to be added in digitally afterwards.
  • Originally the idea was that Jean Grey was temporarily rendered blind after her violent reunion with Cyclops. This was initially filmed as such, but ditched during production, but in the scene where Wolverine shuts a dam door, saving the X-Men from a wall of water, Jean Grey is the only character not looking at him.
  • In an effort to keep the ending a secret up until the movie came out, the novelization and the movie comic both have different endings.
  • Several sets for the film were not used. Some of these sets included the Danger Room and several areas in Stryker's underground bunker. One room in Stryker's underground base was going to be the setting of a Nightcrawler vs. Toad fight.
  • The car that Wolverine drives (which, according to Iceman, belongs to Cyclops) is a Mazda RX-8. The X's in the rims where made especially for the movie.
  • Shortly before the opening assassination attempt on the US president, a number of portraits of past assassinated presidents are featured in the background: Abraham Lincoln, John F Kennedy and William McKinley.
  • When Mystique is going through the files in Stryker's computer, she goes through the pictures of the guards in Magneto's prison. The second to the last picture shows the director Bryan Singer, complete with guard uniform. His name is shown as "Singer, B."
  • On "The Tonight Show with Jay Leno" (1992), Hugh Jackman related a story about something that happened during the filming of the Weapon X flashback scene: while he was filming the corridor run (in which he is nude and backlit), he turned the corner and saw the female cast members, including James Marsden's mother, waiting for him, hooting and waving dollar bills.
  • There was an extended scene that doesn't appear in the final film, nor as a deleted scene on the DVD that features Cyclops's fight with Yuriko (Lady Deathstrike), where he picks up and fights with the two prison guards' plastic nightsticks.
  • Wolverine's dog tag number is 458-25-243.
  • The set from the bathroom scene where Mystique incapacitates the prison guard and injects him with a foreign substance is actually an unused set from X-Men (2000). The scene in question (written and storyboarded, but not shot) involved Cyclops manifesting his powers as a teenager, destroying a high school bathroom.
  • When Jean and Storm are in the church looking for Nightcrawler, Jean is wearing a jacket with a phoenix on the back. This is a nod to the fans of the comic book where Jean becomes Phoenix.
  • When Pyro destroys the police cars, mixed in with the explosion sound effect is the sound of a pig squealing.
  • Most of the exterior shots of the Xavier mansion were recycled from the first movie because there was no budget for them.
  • The final scene in Xavier's mansion with Cyclops, Wolverine and Professor X was shot at Shepperton Studios in London, simply because Hugh Jackman was shooting Van Helsing (2004) at the time and the producers released him for only one day to do the final shooting of X-Men. The reason Wolverine's hair looks higher than usual in this scene is because Jackman had long hair for Van Helsing and had to wear the Wolverine wig over a lot of hair.
  • According to director Bryan Singer, this is the first film to feature a woman piloting an American military aircraft, but it isn't.
  • Bruce Davison (Senator Kelly) and Brian Cox (William Stryker) were born only 27 days apart, but Cox's character indicates that Senator Kelly is at least 20 years his junior.
  • When Wolverine visits the adamantium processing chamber of Stryker's Alkali Base, there is a wall covered with x-rays detailing the adamantium bonding process. On the far right is an x-ray of what appears to be a left wing. The DVD acknowledges this as a hint to a winged character named Angel. In the comic books, Angel's wings are replaced with metal ones and he becomes Archangel.
  • In the scene at the bar, the foam in the beer is fake. Singer chose to do this to avoid continuity conflicts.
  • The ice wall separating Wolverine (Hugh Jackman) and Stryker (Brian Cox) in the mansion scene where they meet for the "first time" was real ice and weighed 3,500 lbs.
  • According to Bryan Singer's commentary, he removed a couple of seconds of footage after Wolverine stabs a soldier in the kitchen during the raid for ratings purposes. But the extended sequence can be seen as deleted footage in the Supplemental Features disc. The extended sequence was also featured in the theatrical version in other countries (ex: Brazil).
  • The music played in the opening scene when Nightcrawler attacks the White House is "Dies Irae" from Mozart's Requeim.
  • Initially, during the "Dark Cerebro" scene where it is attempting to kill all mutants, Bryan Singer had planned to show not only Cerebro's effects on the mutants in the Alkali Base, but mutants all over the world. During this scene, Hank McCoy, aka Beast (Steve Bacic), as seen earlier on the television during the bar scene, was to be shown in agony, transforming into his furry form, and fan-favorite Gambit was to be shown at a card game having his energy powers flare up. This scene was actually shot, using one of Hugh Jackman's stunt men, James Bamford as a stand-in for the role, shot from behind to remain ambiguous. For whatever reason, Singer decided to cut this sequence altogether and it remains unseen.
  • The Danger Room, the area where the X-Men train and hone their powers, was going to be included in this film. Bryan Singer had wanted it to appear in the first film, but due to budget cuts, the idea had to be scrapped. It was then worked into the story for this film, to take place when Wolverine is left to watch after the students in the mansion. He decides to do a workout in the Danger Room, which was going to segue into the scene of him lying down and having a vision of Stryker and his Weapon X procedure. The Danger Room was going to be a cylindrical-shaped room, with different sections of the floor raising and lowering at dangerous speeds, as well as holographic projectiles, etc. The earliest teaser trailer for the film gave a sneak peak at how the Danger Room was going to look, but shortly after this teaser was released, Fox cut Singer's budget down from $125 million to $110 million, forcing Singer to once again cut the Danger Room from the film. There is still a small reference to the Danger Room remaining in the film: when Stryker first enters the X-Mansion subbasement, directly opposite from the elevator is a door with a small label on it, which, according to Singer's DVD commentary track, identifies the door as the entrance to the Danger Room.
  • Kurt Wagner's x-rays are all given the same id: C13957. They are all dated May 22/84, and taken my Dr D.Mintz (69) at the offices of "Drs Green, Chetwynd, Gough, Switzer, Siu, Fulton, Bentley, Murray. Radiologists. Vancouver, BC."
  • The radio in the X-jet that Storm tunes is a Garmin 530, an actual communication/navigation radio commonly found in light aircraft.
  • In the scene where Rogue is sucked out of the jet, the stunt was performed by Anna Paquin herself and not a stunt double.
  • Body count: 26
  • The sunglasses worn by Cyclops are Oakley Pennys, although they look very similar to the glasses he wore in the original X-men they are in fact a different model (with Oakley Juliets appearing in the first film), both were modified with blinders around the lens. Oakley were also responsible for manufacturing the visor which Cyclops wears and in some shots Oakleys logo (a horizontally stretched "O") can be seen on the parts of the visor that cover Cyclops' ears.
  • When Jean is hearing people's thoughts in the Science Museum, one of them is "To the shelter!" This line was said by one of the Secret Service during Nightcrawler's attack on the Oval Office in the previous scene, thus adding/alluding to Jean's growing psychic abilities. Other lines Jean hears are "No!" shouted by Wolverine when he later is separated from General Stryker by Iceman's wall of ice and "They're gonna kill him." which is what Rogue later says to Iceman and Pyro in the tunnel pleading for them to go back and help Wolverine.
  • According to Bryan Singer, he conceived the idea of Jean Grey's death mid-way through production. During the filming of the museum scene, he privately met with Famke Janssen to discuss the concept of Jean dying at the end of this film, with the allusion to her return as Phoenix (as in the comic book mythology) in the next sequel. Janssen enthusiastically agreed.
• Cameos:
  • David Kaye who voices Professer Xavier in the television show, X-Men: Evolution (2000), appears as a TV announcer.
  • This is the only X-Men film where Stan Lee, creator of the original comics, doesn't appear.
• Release:
  • Entered into The Guinness Book of World Records as "The Widest Film Release" having opened on May 2, 2003 on 3,741 screens on the same day.