In a June 2009 interview, Bryan Singer admitted that he regretted declining to direct this film in favor of Superman Returns (2006), confessing that he realized his mistake "before I was watching (the third X-Men film), during watching it, after watching it."
Nightcrawler was going to make a cameo appearance in the film. Alan Cumming, who'd played Nightcrawler in X2 (2003), was going to reprise the role, despite his discomfort with the prosthetic make-up he had to wear for his role. The cameo was so short, however, that the filmmakers felt the long and costly make-up process was not worthwhile, so he was omitted from the film. The video game X-Men: The Official Game (2006) explains that Nightcrawler left the X-Men, because he didn't appreciate their life of action and violence.
Halle Berry had initially decided not to reprise her role as Storm for this film, citing lack of character development in the previous two installments, and a tense relationship with Bryan Singer. However, after Singer's departure, and suffering a major box-office flop with Catwoman (2004), Berry agreed to return, on the condition that her role be expanded. Consequently, in this film, Storm replaces Cyclops and Professor Xavier as team leader of the X-Men (which is keeping with the comics, where for a time Storm served as team leader in Xavier's absence).
As originally scripted, the Golden Gate Bridge sequence was in the middle of the film. Magneto was to have moved it to Alcatraz Island to free Mystique, as the facility would have been revived as a special mutant prison. The final battle was to take place in Washington, D.C., which was set to be home to Worthington Labs. Thus, Magneto's plan would have been twofold: destroy the "cure", and take control of the White House. However, when Brett Ratner signed to direct, he decided the bridge sequence would create a more dramatic climax if moved to the end, so the script was re-written, to have Alcatraz transformed into the Worthington Labs facility.
After Brian Singer saw the movie, he said he would have done it differently. He would have had a distraught Cyclops build the Danger Room to become better, as he felt the X-Men needed to be stronger and faster to have saved Jean. Also, he said he would have had Phoenix on a quest around the world freeing trapped mutants and rescuing them.
20th Century Fox originally intended this to be the final X-Men film featuring any of the original cast, forming a trilogy, somewhat akin to the Star Wars films, with possible spin-offs based on individual characters from the franchise, beginning with X-Men Origins: Wolverine (2009). Late in post-production, the studio reversed this intent, and Brett Ratner re-edited and re-shot scenes to make the film more open-ended. After mixed critical and box-office reception for X-Men Origins: Wolverine (2009), and troubled development of a Magneto origin film, 20th Century Fox made several unsuccessful attempts at developing a fourth film, before deciding to reboot the franchise with X: First Class (2011), and later, X-Men: Days of Future Past (2014), which used time travel, to eliminate inconvenient elements of past continuity.
The idea of a cure developed by Dr. Kavita Rao, Beast's interest in it, and the prominent roles played by Kitty Pryde and Colossus, were inspired by Joss Whedon's story "Gifted", which took place in the first six issues of "Astonishing X-Men". The mutant cure plot was first introduced in X-Men (1992).
For the opening flashback, Visual Effects Experts created a special program that enabled "digital skin-grafting": with the use of old photos of Sir Patrick Stewart and Sir Ian McKellen, complex keyframing (dissolving an image into another image, for example, older actors into younger-looking versions) was applied to the scene to make them appear twenty years younger.
With the appearance of Beast (though he was in X2 (2003)) and Angel, the original X-Men team that were formed in 1963 (Professor X, Cyclops, Phoenix, Beast, Iceman, Angel) now fully appear in this film, though not all together.
A reflective, form-fitting bodysuit was created for Daniel Cudmore to wear as Colossus. This was considered a cheaper move, rather than animating Colossus's ability in CGI, as seen in X2 (2003) and again in Deadpool (2016).
Gambit was going to appear in the film, and would have been a love interest of Rogue, and a rival for Iceman, similar to how Kitty Pryde was Rogue's rival for Iceman's affections. However, 20th Century Fox was developing X-Men Origins: Wolverine (2009), and stipulated that no mutant could appear in both films, and so Gambit was removed from the script. Channing Tatum was in the running for the role, before it was removed.
Brett Ratner cast Ellen Page as Kitty Pryde after seeing Page in Hard Candy (2005). She initially turned down the role, but after Ratner personally called her with the script, she agreed to do the role.
(at around 1h 22 mins) Cain Marko's line "Don't you know who I am? I'm the Juggernaut, bitch!" was inspired by a popular web parody film that made use of scenes from X-Men (1992). Throughout the parody , the Juggernaut character repeatedly says, "I'm the Juggernaut, bitch!" According to the Wikipedia, Brett Ratner even has a link to this parody on his own website. (Whether or not the parody itself was inspired by a misheard line from an old X-Men video game, is irrelevant to film's usage of this line, since it's clearly an homage to the web parody).
Summer Glau auditioned for the role of Kitty Pryde. She looked to Joss Whedon, who gave her a part in Firefly (2002) and Serenity (2005), for advice because she knew he was a big X-Men fan (Whedon based the character of Buffy the Vampire Slayer (1996) on Kitty), unaware that he had written issues of "Astonishing X-Men" for Marvel, most prominently the "Gifted" storyline about the mutant cure. Her audition script turned out to be pages from Whedon's "Astonishing X-Men" #5.
In the comics, Jean Grey's original costume (Marvel Girl) was green and gold when she first became the Phoenix, keeping the green and gold color scheme. When Jean turns into the Dark Phoenix, her outfit's colors changed to red and gold. In this film, the Phoenix is dressed in a red dress from the time she appears in Jean Gray's house. The red dress reflects the Dark Phoenix persona, as this storyline is heavily influenced by the Dark Phoenix Saga.
(at around 1h 8 mins) A line that the President says "Hell hath no fury like a woman scorned" is originally from a play The Mourning Bride (1697) by William Congreve (English playwright and poet who lived January 24, 1670 - January 19, 1729), and says: "Heaven has no rage like love to hatred turned, Nor hell a fury like a woman scorned".
In this film, Bolivar Trask is Secretary for the Department of Homeland Security. In the comics, he was a scientist and Agent responsible for creating the Sentinel robots. Against continuity, his character appeared again, this time played by Peter Dinklage, in X-Men: Days of Future Past (2014), which takes place in the 1970s.
The maneuver where Colossus grabs Wolverine and throws him at something (spinning around a few times to gain momentum) is known as the Fastball Special, and is an iconic move in the X-Men saga. The Fastball Special in this film is based on John Cassaday's "Amazing X-Men" #6.
The Worthington Labs building in San Francisco Bay (where Angel breaks free and flies off) is actually the Sheraton Hotel Wall Centre in Vancouver, British Columbia. In a remarkable coincidence, it is just across the street from St. Andrew's Wesley Church, the same church where Jean and Storm find Nightcrawler in X2 (2003).
According to Visual Effects Supervisor John Bruno, about thirty-five million dollars (one sixth of the film's budget) was spent on the Golden Gate sequence. This included constructing a full-scale section of the bridge that was about the size of a basketball court (ninety-four feet), and then using computer graphics imagery on the rest of the bridge and its background.
Colossus was intended to have a much larger presence (including a fight scene with both Juggernaut and Magneto, who throws Colossus away when he armors up). Almost the entirety of his role is deleted, and he appears in a non-speaking background role for the entirety of the film.
Bryan Singer was in the middle of a three-picture deal made with 20th Century Fox, beginning with X2 (2003), and keen to make X-Men 3, but he and Fox were unable to come to terms. During this time, Warner Brothers offered him the chance to direct Superman Returns (2006) immediately. Singer informed Fox that he was going to take this opportunity, and would still like to return to direct X-Men 3. As a consequence, his deal was terminated, and Matthew Vaughn briefly joined the production, before he backed out. Brett Ratner was the finalist for the director's role for the first X-Men movie, having experience of making a successful film out of a rushed production with Rush Hour (1998).
Matthew Vaughn was hired in March 2005. Vaughn cast Kelsey Grammer as Beast (Dr. Hank McCoy) and Vinnie Jones as Juggernaut (Cain Marko), and also conceptualized several scenes for the film. He got no farther, however, because family issues forced him to drop out of filming. Vaughn was also cautious of 20th Century Fox wanting to rush production: "I didn't have the time to make the movie I wanted to make. I had a vision for how it should be, and I wanted to make sure I was making a film as good as X2 (2003), and I knew there was no way that could be." Vaughn's ideas, and casting of Grammer and Jones stayed in the final film though.
For the opening de-aging effect, Sir Patrick Stewart and Sir Ian McKellen gave the Visual Effects Experts pictures of themselves as younger men, so that the computer program "Lola" could make them look younger.
(at around 9 mins) In Dr. McCoy's first scene, he is seen reading an issue of the "Scientific American" magazine, which features as its cover story "Tracking Mutations". The issue is an existing one, which had released on October 2005.
Kitty Pryde was named after an actual person, a former classmate of X-Men Writer John Byrne. Upon the release of X-Men (2000), reporters tracked down Pryde in Calgary to interview her about the film (she has now changed her name to K.D. Pryde, and states that she appreciates the comics, but wishes to be known as more than just a heroine's namesake). The comic book Pryde appears in the X-Men franchise, but is played by different actresses (Sumela Kay, Katie Stuart in X2 (2003), and Ellen Page) and only has a major role in this movie and X-Men: Days of Future Past (2014).
When Bryan Singer dropped out of production, Hugh Jackman recommended Darren Aronofsky to replace him, having worked with Aronofsky in The Fountain (2006). Joss Whedon turned it down to work on a Wonder Woman movie (ironically his X-Men comic "Gifted' would inspire the final film's plot). Rob Bowman and Alex Proyas were considered for the job. Zack Snyder was approached, but he was committed to 300 (2006); Peter Berg was approached, but turned down the job. Matthew Vaughn was hired in March 2005, but with a release date set of May 2006, he realized he could not put together a good film in such a short time and left. Finally, the final two candidates to direct the film came down to either John Moore or Brett Ratner. Eventually Ratner, who had experience of making successful films out of rushed productions, as seen with Rush Hour (1998), was hired.
Prior to the film's release, a laptop containing a rough copy of the film was reported stolen on the 20th Century Fox Lot in Los Angeles. While the footage was never leaked, all cars entering and exiting the studio were thoroughly searched for one week after the reported theft.
The Danger Room sequence presents the scenario of a war-torn world filled with mutant-hunting robots (known in the film as Sentinels). This scenario is an homage to the X-Men storyline "Days of Future Past", which featured time-travel and a future that was similar to what the Danger Room presented. The X-Men comic storyline was also the main inspiration for X-Men: Days of Future Past (2014).
With only seven months to write the script, Simon Kinberg and Zak Penn bashed out the first eighty pages in just a week, and then were horrified when this leaked onto the net, causing much fan consternation.
According to Writer Simon Kinberg, the film's plot is inspired from the X-Men storylines 'The Dark Phoenix Saga' (the appearance of the Phoenix) and "Gifted" (the development of a cure for the mutant gene, sparking controversy and conflict among mutants and humans). The "Phoenix" story represented the main emotional theme of the film, and the "Gifted" story would be the political subplot.
Bryan Singer's plans for the film before his departure were to feature the Jean Grey resurrection plotline and to introduce the characters of Emma Frost and Gambit. Singer wanted Sigourney Weaver to play Frost and Keanu Reeves to play Gambit.
Philippe Rousselot was hired as Cinematographer by Matthew Vaughn, and initially stayed on when Brett Ratner took over. Not long into shooting, however, Rousselot quit the project (later saying that signing on to shoot the film was the biggest blunder he'd ever made). Dante Spinotti, the Cinematographer on Ratner's previous two films, was available, and he took over for most of the remaining filming. He had to leave about a week before the end of shooting, as he was committed to working on The Contract (2006), and so James M. Muro was hired for the remainder of shooting.
20th Century Fox hired Simon Kinberg and Zak Penn to write competing drafts of the screenplay, a fairly common practice for summer blockbusters. Penn had suffered through similar situations before on the first two X-Men movies, so suggested to Kinberg that they should actually work together.
The Brotherhood Mutants consisted of Magneto, Pyro, Mystique, Juggernaut, MultipleMan, Callisto, Kid Omega, Psylocke, and Arclight. However, many fans speculate that the minor mutants may be based on ones in the comics: Spyke (not based on Evan Daniels), Avalanche (powers were not shown, however, he resembles Lance Alvers from X-Men: Evolution, instead of the traditional Dominik Petrakis from the comics), Anole (Lizardman), Vanisher (his teleportation resembles Nightcrawler) Phat, and an original mutant named Ash.
Cyclops' sunglasses are modified Oakley's "Penny" model, a limited edition sunglass, with a custom tint created specifically for the film. Also, Hank McCoy wears Oakley "Why 3" glasses specially made to fit his character.
Kelsey Grammer's casting as The Beast is somewhat ironic. In Frasier: The Show Must Go Off (2001), the title character, played by Grammer, goes to a comic book convention to look for X-Men comics for his son. Being a snob, and obviously dismissing comics as lowbrow and unintelligent, he felt that the comic books would contribute to the decline of his son's intellect.
Josh Holloway was offered the role of Gambit, but turned it down, as it was too similar to the role he was then playing on Lost (2004). Consequently, the character was written out, though Gambit showed up in X-Men Origins: Wolverine (2009), where he was played by Taylor Kitsch. In 2014, it was announced that Channing Tatum would play the character in future installments of the franchise.
Callisto and Arclight appear as allies. However, in the comics, they are enemies. This is due to Mr. Sinister's Mauraders (which include Arclight) being responsible for the deaths of many Morlocks (Callisto's gang).
Aaron Stanford (John Allerdyce/Pyro) and Haley Ramm (Young Jean Grey) have both appeared in the TV show 'Nikita'. They played Seymour Birkhoff and Helen Collins respectively, though they never shared any scenes.
Ellen Page (Kitty Pryde/Shadow Cat) shares a birthday with Kelsey Grammer (Hank McCoy/Beast). These two also share a Birthday with Sophie Turner, who portrays Jean Grey in the prequels to the X-men movies.
Although Professor X is well known for being bound to a wheelchair, the scenes early in the film show him walking. Obviously, from then to the beginning of the first film in this series he lost that ability. But none of the movies explained why. All the audience gets to see is that while he and Magneto are forming the Xavier School, he can walk. An explanation for losing his mobility is given in a reboot film.
Like the later Marvel comic book movie Captain America: Civil War (2006) the film is about the right to choice. In the film, the American government gives Mutants the choice to be cured or keep their mutant powers and the mutant cure soon results in a civil war between the X-Men and the Brotherhood, as Magneto offers those who refuse to be refuse to join his side and oppose the American government.
Aaron Stanford (John Allerdyce/Pyro) and Shawn Ashmore (Bobby Drake/Ice Man) have both worked with actress Amanda Schull: Aaron and Amanda appeared together in the TV show '12 Monkeys', playing James Cole and Dr. Cassandra Railly respectively, while Shawn and Amanda appeared in the movie 'Devil's Gate', playing Conrad 'Colt' Salter and FBI Special Agent Daria Francis respectively.
Stan Lee, Chris Claremont: (at around 2 mins) The X-Men Creator and longtime X-Men Writer appear in the opening scene, as neighbors of Jean Grey. They are credited as "Waterhose Man" and "Lawnmower Man", respectively. (Claremont created the "Dark Phoenix Saga" in the X-Men comics, which was the basis of the Jean Grey and Phoenix storyline in this film.)
R. Lee Ermey: The Sergeant directing defensive preparations before the Brotherhood assaults Alcatraz. Ermey is known for playing military characters to perfection, as he himself was a U.S. Marine Drill Instructor.
The trivia items below may give away important plot points.
The last scene in the film, was to have Magneto regaining his abilities as he plays chess with a stranger (whom he discovers is Professor Xavier in another man's body). Neither were available for filming their scene together, so instead two separate scenes for the two were filmed, bookending the credits.
While James Marsden was unavailable due to filming Superman Returns (2006) at the same time as this film, 20th Century Fox had always planned to have Jean Grey kill off Cyclops in the film. Zak Penn talked about the lack of Cyclops in this movie on the message boards of the now-closed website The X-Verse, in which he participated in Q&As with fans, and could only say to the fans, while the film was being made, that if they expected to see more of Cyclops, then fans were going to be disappointed. Penn would later say after the film's release, that he and co-Writer Simon Kinberg fought with Fox not to kill Cyclops, but the studio insisted the character die to have a more emotional impact. The decision to kill off Cyclops received heavy backlash from fans and moviegoers, and fans still debate whether the character actually even died since his death wasn't shown on-screen, and neither Storm nor Wolverine bothered to search for him when they find Jean alone at Alkali Lake.
When Bryan Singer was going to direct, he and his writers Dan Harris and Michael Dougherty, wrote a treatment solely based on the X-Men storyline 'The Dark Phoenix Saga': the deceased Jean Grey returns, with a new, more destructive personality called "the Phoenix". She would be manipulated into joining the Hellfire Club, by their telepathic leader Emma Frost (Sigourney Weaver was intended for the role). A three-way battle occurs between the Club, who want to take over the world, the X-Men, who want to save their comrade, and Magneto's Brotherhood, who want the Phoenix for their own plans. At the end, to save everyone, Jean kills herself, but her spirit lives on and transcends into a divine being, which Dougherty compared to the star child in 2001: A Space Odyssey (1968).
Cyclops appears in the movie for a total of four minutes and forty seconds. Cyclops was a main character of the Phoenix and Dark Phoenix storyline in the X-Men comic books, upon which this film's story was based.
(at around 1h 29 mins) Magneto ending up a non-mutant human, and Wolverine's snide comment ("I'm..." "One of them?") is a tribute to the X-Men storyline "House of M", which ended with Magneto rendered human, and Wolverine stating he deserves "every second of his crap sapien life."
The last scenes of Magneto and Professor X (Magneto discovers the return of his powers, Professor X reveals his survival) were not in the script, and were secretly filmed. Sir Ian McKellen and Sir Patrick Stewart admitted even they didn't know whether their scenes would be in the final film or not.
20th Century Fox Studio heads Tom Rothman and James Gianopulos debated on Rogue's final scenes: since she took the cure, Rothman wanted her to passionately kiss Bobby Drake, and Gianopulos wanted her to simply hold his hand. The two executives screened the film for their daughters, and the studio's female marketing executives, and the hand-holding prevailed: Gianopulos stated that the kissing "was all about sex, and they didn't want that."
One of the reasons why Rogue disappears to go take the mutant cure was because of Anna Paquin's limited availability. She was in the midst of shooting The Squid and the Whale (2005) at the same time as filming this movie.
The design of Cyclops and Jean Grey's tombstones is taken from the X-Men storyline "Days of Future Past", where the X-Men's gravestones were in a similar deco (The X symbol with the member name below).
The death of Cyclops (James Marsden) was based on Marsden's availability (he had decided to film Bryan Singer's Superman Returns (2006)). The studio considered killing him off-screen with a dialogue reference, but Simon Kinberg and Zak Penn insisted that Jean be seen killing him, to emphasize their relationship.
The filmmakers intended the death of Professor Xavier to be a dramatic turning point. Simon Kinberg and Zak Penn were initially cautious of killing Xavier, but grew to like the idea, saying it paralleled the end of Star Trek II: The Wrath of Khan (1982). To keep Xavier in the X-Men franchise, though, they wrote the post-credits scene, where Dr. MacTaggert discovers Charles' mind in the coma man's (P. Xavier's) body.
An early draft of the script leaked onto the Internet in June 2005 during Matthew Vaughn's brief tenure as director. The script contained notable deleted scenes and characters, including a sequence in which Rogue and Beast break into Worthington Labs to further research the "cure" serum, lifted directly from Joss Whedon's "Gifted" storyline, and a sexual relationship between Storm and Wolverine. This draft also included the character of Cecilia Reyes, a mutant scientist and rival of Dr. Kavita Rao. Somewhat ironically, Shohreh Aghdashloo was originally cast as Reyes before the character was eliminated, and the actress re-cast as Rao instead. This version of the script also sparked the controversy surrounding the reduced screentime of Cyclops, Mystique, and Professor X. In order to combat negative buzz surrounding the film, Brett Ratner ordered several major changes in editing, and shot several new scenes to leave the film more open-ended, allowing potential for future sequels. Originally, Cyclops was to die on-screen, murdered by Jean Grey, Professor X's death was meant to be definitive, as was the loss of Mystique's powers. Ratner re-edited Cyclops' scene to only imply his death, leaving the potential for the character to return in future sequels, and added the after-credits coda of Moira MacTaggart discovering Xavier's mind transferred to a different body. Also scripted, but not shot, were scenes of Jean Grey's grave-site exploding in a fireball, implying her resurrection, and a scene of Mystique playing chess with Magneto, where she offers him a drug that will restore his powers.
There is a post-credits scene showing the body of the man with no consciousness, and Moria MacTaggert checking his vitals. You then hear Charles' voice saying, "Hello, Moria", indicating that Professor Xavier is back.
Cameron Bright (Jimmy) is the source of the "cure", and is kept in a sterile facility and lab. Coincidentally, he played the role of "six" in Ultraviolet (2006), where he was a child, whose blood had a cure, and was kept in a lab for testing.
Moira MacTaggert plays a doctor in this movie, instead of the C.I.A. Agent seen in X: First Class (2011) and X-Men: Apocalypse (2016), where she played Professor X's love interest. In an end of credits Easter egg for this movie, Dr. MacTaggert is taking care of a patient with no conscious brain activity, although the rest of the body is intact. This brain-dead man is P. Xavier, Charles Xavier's twin brother. His body and mind was suddenly occupied by the Professor after Jean kills him. Thus, the Professor is not dead.
The X-Men fighting a giant robot in the ruins of a city in the training simulation and Trask himself foreshadows Bolivar Trask, the Sentinels and the post-apocalyptic future of 2023 in X-Men: Days of Future Past (2014).