I'll cut for spoilers.
Ian McKellen was, as always, a joy to watch. I loved the transformations Magneto went through, from the flashback to his early days with Charles through leading the war against the "Cure" to his semi-collapse when he loses his powers. He was always in character, always Erik, no matter how he changed. And the scene at the end with him sitting at the chess board by himself, missing Charles was enough to break my heart.
I thought Kelsey Grammer was just perfect as Hank. He looks very good in blue. And I just squee'ed over him saying "Oh my stars and garters!" It sounded like a real person saying a real expression with wonder, not some weird comic book-y catch phrase to let you know it's Beast. If only he'd had more of a role (should probably save that for "the bad").
Ditto for the guy who played Angel. Beautifully done and he just looked perfect for the part. I wish they'd done more with him.
Magneto's tent city army scenes were great - very atmospheric.
Halle Berry did much better as Storm in this one. I had more of a feel for her character than I had in either of the other two.
The "Cure" plotline is a great one. One of the best things to come out of the comics in recent years, I think.
It was mostly really visually stunning. I think there was too much fighting and not enough character development (oops, that should go in "the Bad", too) but the fight scenes themselves were beautifully choreographed.
I was glad to see Chris Claremont as the Lawnmower Guy. I did embarrass my son by saying, "Look - it's Chris! Do you see?"
Too many characters and not doing enough with any of them. There wasn't really a focus to the film. Beast and Angel were great in their small roles, as noted, but wasted. Scott was totally wasted in this film by killing him off in the first few minutes (and after the last one where they had him kidnapped for most of it, too). A chance to really do something with Jean as Phoenix squandered.
Too much plot and not enough focus. It felt like a movie that had been through a number of directors and no one was really sure what to do with it. Much too busy.
A consequence of the above, I think, is that there was so much out-of-character behavior, or just incomprehensible behavior, because they didn't slow down long enough to think about how people would react. Charles may have his callous moments, but I just can't believe he'd write off Scott so easily. Not the Charles of X1 who clearly had such a strong and loving bond with him. But in this movie it's "Well, you know he took it hard when Jean died so you're the heir apparent now, Storm." I couldn't believe it.
A consequence of so much plot in too little time is they don't deal with the aftermath of all those deaths in a realistic way. Nobody but Logan even seems to notice much that Scott's dead. The kids are mourning Xavier, but no one seems to even mention that fact that one of their teachers killed their headmaster, which would be really something for a school to assimilate. They thought Jean was dead for how long? A year? But they never did any kind of memorial to her until after Logan kills her the second time? The lack of realism in people dealing with loss and grief went beyond my ability for willing suspension of disbelief.
Hugh Jackman didn't have the spark that he'd had in the other two films. What I loved about X-Men in the first place was that the characters felt like real people, Logan especially. There were moments in this film when I felt like he was Wolverine personified, but not the whole time. He, too, was too out of character too often, just to keep the plot moving. He won't have sex with Jean because she's being sexually aggressive and "that's not you"? Not the Logan of the first two movies. I didn't find the "I love you" before he killed her credible, either. We hadn't seen him loving her or really even confronting his own feelings at all. The strongest emotion he shows is when Xavier dies at her hands. And why didn't he "cure" Jean instead of kill her at the end? I felt he was doing his best with really bad material, but it wasn't good enough to rise above the really bad material (only Ian McKellen did, imo).
In general, I found a lot of it really cheesy and comic book-y. What I've liked about the movies is that they take this kind of outlandish, comic book concept of mutant superheroes and make it feel real, make me believe for a couple of hours that this could be the not so distant future. They made me believe enough to want to continue that feeling through fanfic. This one didn't. That's not to say that it doesn't have fanfic possibilities (see below) but I don't feel compelled by it like I did by the first two.
Living in a telekinetic cocoon for a year or more did nothing for Jean's looks. That cherry red hair is not very becoming. And the veiny Phoenix look is not Jean at her most alluring. As my youngest daughter said, "Jean was a lot prettier before she was evil." My elder daughter said, "If she's the most powerful telepath in the world, she ought to know what people will think when she wears an outfit that clashes with her hair."
I do think there's a lot of room for fanfic. The after-the-movie fic is primed, of course, for Charles Comes Back, but I can see lots of room for Scott Comes Back and even Jean Comes Back.
I think the whole Rogue/Bobby dynamic has great potential. Will he lose interest in her now that she's not a mutant and they don't have that big thing to share? Will she worry about that even if he doesn't? Will they just get into having sex and then find out the "Cure" is only temporary (which I'm quite sure it is)?
Because there's too much plot and not enough character development, there's lots of room to fill that stuff in. Hank and/or Warren can be central to fanfic. Or someone can write stories that give a more realistic portrayal of Logan's emotional state as all this goes on. There's plenty of room for Charles/Erik slash and some for Scott/Logan. There's what happened to Magneto's Brotherhood without their leader. There's what happens to Mystique after the movie. As she starts getting blue again (which I'm sure she will, because the "Cure" is going to wear off) and realizes that Magneto will be getting his powers back, how will she react?
I think bad movies can often make for really good fanfic. Fan writers feel the need to fix what they didn't like in the movie, and some great fiction can result. So, I'm happy for the movie for that. And I did enjoy watching it, all the above complaints notwithstanding. I was never bored during it.
So, now I've got to finish up the last of my X2 story series. Eight stories of what will be nine or ten (not sure if I can do the denouement in one) are done, so I think I'll be finished in the next few days. I'm hoping someone is still willing to read X2 fic, and not totally focussed on X3.