Fanfolk who've been grousing about the last-minute recruitment of "Rush Hour" director Brett Ratner to replace the departed Bryan Singer at the helm of this "final" X-Men movie needn't have fretted quite so much. Ratner hasn't taken the franchise down the toilet; he's simply moved it deeper into the familiar summer-blockbuster terrain of big-bang-boom. There's a whole lot of fighting, and a whole bunch of stuff blows up, and some of the gigantoid digital effects are genuinely impressive. (Weta Digital, the New Zealand FX company owned by "Lord of the Rings" director Peter Jackson, has been brought onboard for this installment of the story.) It's a pretty spectacular action movie. But an action movie is essentially what it is, and that in itself -- given the standards of lower-budget wonder and emotional involvement that Singer achieved in the previous two films -- is a little bit of a disappointment. The pricey tumult of this $200-million movie sometimes drowns out the characters.

Since Marvel's X-Men comics have been chugging along more or less non-stop for the past 43 years, and the ever-mutating story shows no sign of coming to a conclusion, this movie's alleged denouement is something of an improvisation. Now the mutants of the world -- both those who are allied as X-Men with do-gooding Professor Charles Xavier (Patrick Stewart) and those in league with the renegade mutant leader Magneto (Ian McKellen) -- are facing their most insidious challenge. Medical entrepreneur Warren Worthington (Michael Murphy) has lifted some DNA from a young mutant called Leech, who's able to drain other mutants of their powers, and has come up with a "cure" -- a serum that will suppress the mutant gene and turn mutants back into regular people with unusually colorful backstories.

Xavier's X-Men are of two minds about this discovery. One of them, Rogue (Anna Paquin), has just about had it with her particular power -- she's fated to suck the life out of anyone she touches. Rogue longs to hold hands (and other things) with her boyfriend, fellow mutant Bobby Drake, known in the trade as Iceman (Shawn Ashmore), and she figures the cure would finally solve her annoying problem. The rest of the X-Men are simply wary, none more so than Dr. Hank McCoy (Kelsey Grammer, opening up some wild new career possibilities). McCoy is a big furry blue guy who in his own X-Men days was known as Beast, but who now sits around on the ceiling of his government office in the Department of Mutant Affairs worrying about exactly this sort of thing.

Magneto, on the other hand, isn't worried -- he's furious. A Holocaust survivor, he believes that the cure will be used on the mutant community for what he calls an "inevitable genocide." ("But this cure is voluntary," says one non-aligned mutant. "Nobody's talking about extermination." Says Magneto: "They never talk about it -- they just do it.") Magneto is past the point of simply fighting back; he's now bent on world conquest. "We are the cure," he says, "for the condition called homo sapiens."

So while Xavier thinks things over in his stately mutant school in upstate New York with the loyal weather-woman Storm (Halle Berry), the laser-eyed Cyclops (James Marsden) and the lovably irritable Wolverine (Hugh Jackman), Magneto busies himself enlarging his own team of mutant warriors beyond such core acolytes as the shape-shifting Mystique (Rebecca Romijn, still scaly, still swell to look at) and the flame-throwing turncoat Pyro (Aaron Stanford). In fact, he assembles such a large crew of new mutants that it's hard to keep track of who does what, and when, and how. (Their swollen numbers threaten to dilute our interest in the whole mutant phenomenon.) There's Kid Omega, who can sprout spikes at will; Callisto, who can move around really fast; Multiple Man ("He robbed seven banks -- all at the same time"); and Juggernaut, who ... well, the name pretty much says it. I'm not entirely sure what it is that Arclight does (something sonic, it counter-intuitively appears), just as I'm completely in the dark about new X-Girl Jubilee.

There's also a new good guy called Angel, who soars through the proceedings on big white wings, and a newly prominent Kitty Pryde, the girl who can walk through walls. (Kitty is played, this time out, by the extraordinary Ellen Page, of "Hard Candy," who was 18 at the time of filming and looks, as usual, about 12.)

But the key mutant in this movie is the telekinetic Dr. Jean Grey (Famke Janssen). You'll remember that at the end of the last picture, Jean was pretty definitively dead. Now, however (and please hold this thought), she's suddenly back. And she's brought with her a monstrous alter-ego called Dark Phoenix. The struggle for Jean's soul among Xavier, Magneto and would-be hug-buddy Wolverine is the story's central emotional arc, and also the catalyst for one of the movie's most striking digital effects -- the towering walls of water that course up around Jean and Wolverine as they meet in their final confrontation. (More determinedly spectacular -- in fact, a set piece possibly designed to elicit gasps of audience wonderment through sheer technological will -- is a sequence in which Magneto yanks the entire San Francisco Bay Bridge off its stanchions and sails it off to the island of Alcatraz, where the Fairchild laboratory is cranking out cure serum.)

There's a lot to look at in "The Last Stand," or at least a lot to keep track of. And the lead actors -- especially McKellen, Stewart and Jackman -- are once again magnetically expert. It's also fun to pick out the bits and pieces of much older fantasy films that protrude through the slick veneer of this one -- the mini-shards of "Metropolis" and "Things to Come," and, in some of the Dark Phoenix scenes, the unmistakable high-rising eeriness of that crazy-girl classic, "Carrie." It's a fun movie in most ways, and if it doesn't quite achieve the enchantment of the earlier films (I missed Xavier's nifty Cerebro chamber), the millions of people who'll propel it to the top of the box-office chart this weekend probably won't much care.

But is this really the end of the X-Men -- really the last movie? Two offshoot pictures, focused on Wolverine and Magneto, are said to be already in the planning stages. And the logic of this one, in which some important characters are either killed or otherwise sandbagged, would seem to dictate that no fourth installment could possibly follow. However, two sly scenes inserted at the end of the film (the second one held back until after the final credits) leave just such a possibility wide open. And if "The Last Stand" earns back its production budget plus an extra, oh, 10 dollars or so, I'd wager we haven't seen the last of the X-Men. There may be things that mutants fear, but the constraints of plot logic aren't known to be among of them.

"The Proposition": Dust Devils

This brutal yet artfully muted film -- a savage Western set in the desolate Australian Outback of the 1880s -- is an unsettling contemplation of what happens to people when the vestiges of civilization are stripped away from them, and half-forgotten primal horrors begin crowding in on their lives.

The movie is a subtle triumph for Ray Winstone (the aspiring retired gangster of "Sexy Beast"), who plays Captain Stanley, a burly and basically sweet-natured lawman brought over from England to impose order in one particularly dismal precinct of the Crown colony. ("I will civilize this place," he vows.) Stanley is determined to track down a vicious Irish outlaw named Arthur Burns (Danny Huston), whose gang -- which includes his younger brothers Charlie (Guy Pearce) and Mikey (Richard Wilson) -- has recently slaughtered a local family, in the process raping and killing a pregnant woman. Stanley's men have captured Charlie and Mikey, but Arthur has slipped away into the remote hills and holed up in a cave somewhere. The captain offers Charlie a proposition: Find and kill Arthur by Christmas, five days hence, and Charlie and his brother Mikey won't be hanged. Charlie doesn't say yes and he doesn't say no, but he rides off with a pistol, and Stanley believes he'll do the job.

Australian director John Hillcoat, working from a script by Nick Cave (who also collaborated on the film's parched and haunting music with his Bad Seeds partner Warren Ellis), presents the Outback hamlet over which Stanley presides as a sun-flattened hellhole, one step up from a complete wasteland. It's little more than a scattering of clapped-together buildings inhabited by British immigrants beaten down almost to the ground by the heat, the dust, the swarming horseflies and the unwelcoming emptiness of their adopted continent. Stanley and his wife, Martha (Emily Watson), being more recently arrived, attempt to maintain a few shreds of comforting tradition -- she has coaxed roses into bloom on the porch of their wooden house, and she's also managed to find a small Christmas tree somewhere, and a single ornament to hang on it.

But the oasis of human feeling that Stanley and Martha attempt to raise around themselves is menaced on all sides by the festering barbarity of their new home. The town is short of women, and the men eye Martha in the streets with barely suppressed carnal speculation. Stanley's deputies are openly contemptuous of him, and so is Fletcher (David Wenham), the town's sole notable -- the man who imported Stanley to tame this unpromising territory. Fletcher wears an English suit and has a witheringly supercilious air, but he's really as depraved as anyone else in sight -- for no particular reason, he demands that young Mikey Burns, who's only a boy, be dragged out of the foul jail and given a hundred lashes with a whip. (The most horrifying thing about this scene is that when we feel we can't watch one more moment of it, we realize that the count is only up to 39.)

Out in the sweltering desert, among the rocks and scrub and twisted gum trees, Charlie encounters a mad, drunken bounty hunter named Lamb (John Hurt), who babbles about "the God who has forgotten us," and about the shocking theories of Charles Darwin. ("He thinks we have a common ancestry with monkeys!" Lamb crows incredulously. Coming from this hideous wreck of a man, the notion seems a rash slur on our simian brethren.)

Charlie finally finds Arthur, a poetic horror who rhapsodizes about love and family, and who gazes out at the enormous Australian sunsets as if they were a better land into which he knows he'll never be allowed. Arthur is actually a problematic character -- we never get any idea why he's become a killer, especially one of such a bestial sort. (Instead of simply shooting two deputies he surprises at the town jail, he pushes them into a cell and hacks their heads off with his knife.) The monosyllabic Charlie is also hard to figure -- what's made him a murderer? There's no way to intuit whatever it is that's going on in his head.

But Ray Winstone's Stanley gives the movie a strong, beating heart. Stanley may have the soul of a poet, too, but he's so fumblingly, touchingly inarticulate -- about his deep love for his wife (who understands anyway) and about his fierce belief in the indispensable virtues of human civilization -- that his best intentions are easily misconstrued and bluntly slapped aside at every turn. His pain and longing, which Winstone never overplays, are almost too much to bear. Not only do we know what's going on in his head, we know at every moment what's happening in his heart, as well.

--Kurt Loder

Check out everything we've got on "X-Men: The Last Stand" and "The Proposition."

Visit [article id="1488131"]Movies on MTV.com [/article] for Hollywood news, interviews, trailers and more.