I'll make this quick: 1) Don't see this film without first seeing the prequels. 2) It is a very entertaining, dramatic, and satisfying film. 3) Those who are complaining about it do so largely because of "canon" issues. I'd say more, but I don't want to spoil it. That said, the meta-story behind these three films has gotten stale for me. The X-men film franchise has focused almost entirely on themes of acceptance, definition of "other," and thinly veiled political references. That they've worked character development, drama, and solid action into the mix shows brilliance, but come on... we did three movies about superheroes in which the "bad guy" was "fear of people who are different." It's high time to pick a new theme. X3 is worth seeing, and all three X-men films stand together well. Hopefully they'll take the franchise someplace else, next... like letting it lie fallow for a few years, or maybe focusing on just one or two of the heroes in a story that is a little bit less grand in scope.