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1* ActorLeavesCharacterDies:
2** Creator/JamesMarsden's commitment to ''Film/SupermanReturns'' led to Cyclops being killed off early in the film.
3** In a non-lethal example, Creator/RebeccaRomijn's commitment to ''Pepper Dennis'' lead to Mystique being de-powered.
4* AwesomeDearBoy: Creator/BenFoster described playing Angel as being like "living in a theme park for six months".
5--> "I got to fly around and kick bad guys' asses."
6* BTeamSequel: To the Creator/BryanSinger-helmed ''Film/XMen1'' and ''Film/X2XMenUnited'', after that director left the franchise to make ''Film/SupermanReturns''.
7* CaliforniaDoubling:
8** The scene with the protest outside the cure clinic was not in front of a massive skyscraper, but a very nondescript two-floor building.
9** Jean Grey's childhood home is in the Vancouver suburb of Tsawwassen.
10* CastTheRunnerUp: Creator/ShohrehAghdashloo was originally going to play Dr. Cecilia Reyes, a rival to Dr. Kavita Rao, but after Vaughn left the project, she was recast as Rao herself.
11* TheCastShowoff: Shawn Ashmore, being from Toronto, has experience with ice skating, and so had no trouble with his skating scene
12* CostumeBacklash: Creator/VinnieJones later described suiting up as the Juggernaut as "a toll". It was for this reason that he declined to cameo in Film/DeadpoolAndWolverine.
13* CreatorBacklash:
14** Co-writer Simon Kinberg (who would then be writer/producer of the series starting with ''Film/XMenFirstClass'') admitted [[http://screencrush.com/simon-kinberg-x-men-days-of-future-past/?trackback=tsmclip "There are a lot of things about 'X3' that I love and there are a lot of things that I regret"]], mostly regarding how ExecutiveMeddling forced the Dark Phoenix plot to get the short shift. Given that ''Film/DarkPhoenix'' was planned to be a [[TruerToTheText more faithful adaptation]] of the saga, and Kinberg not only wrote, but even personally directed, one could argue that the 2019 film was his attempt at making up for what was missed the first time around. Sadly, that one actually fared ''worse'' than this one did.
15** Creator/FamkeJanssen took longer to come out and say it, but she disliked Jean's treatment in the film too. When she was cast as Jean for the first film, fans excitedly told her about the Phoenix storyline. She read the comics and loved it, hoping they would get to do it in the films. When they didn't, she was hugely disappointed and said the movie had "too many subplots".
16** Creator/AnnaPaquin and producer Lauren Shuler Donner were amongst the participants in this movie who were not happy about the idea of Rogue taking the mutant "cure".
17** Many years later, Creator/ElliotPage admitted that he did not have a good time making the film, due in no small part to homophobic bullying he had to put up with from Creator/BrettRatner (who, ironically, was the one who brought him to the film). Creator/RebeccaRomijn also expressed her displeasure with working with Ratner.
18** Even Creator/BryanSinger, who took no part in the film's production, has his own reasons to backlash against it: he has stated he repents bitterly having declined to direct the film, confessing that he realized his mistake "before I was watching it, during watching it, after watching it." Once he saw it - a bootleg copy instead of in theaters, no less - Singer was dissatisfied with the busy plot and excessive character deaths, but approved some parts, such as Leech and Shadowcat, with the latter even being brought back [[Film/XMenDaysOfFuturePast once Singer returned]].
19* CreatorChosenCasting:
20** Creator/BrettRatner cast Creator/ElliotPage after seeing him in ''Film/HardCandy''.
21** Ratner cast Josef Sommer as the President of the USA after working with him on ''Film/TheFamilyMan''.
22* CreatorsFavorite: Creator/KelseyGrammer has gone on record saying that Beast is one of his favorite roles of his career. He accepted to do an audition for this film (the first Grammer did in over twenty years) and later to a last-minute secret reprise in ''Film/XMenDaysOfFuturePast''. Furthermore, [[spoiler:he would get portray the MCU's version of Beast in TheStinger of ''Film/{{The Marvels|2023}}''.]]
23* DawsonCasting: Creator/ElliotPage was already 19 when playing the teenage Kitty Pryde.
24* DeletedRole: The actor who played Colossus (Daniel Cudmore) 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.
25* DeletedScene: [[DeletedScene/XMenFilmSeries See here]].
26* DyeingForYourArt: Creator/KelseyGrammer's makeup as Beast, and Creator/VinnieJones in a muscle suit for Juggernaut. Cameron Bright also had to shave his hair daily, and pass makeup on the scalp (as Leech had to look more like a chemotherapy survivor than a shaven kid).
27* ExecutiveMeddling:
28** Basically everything can be attributed to Fox not being willing to wait on Creator/BryanSinger (he didn't have a full script, and went to accept the opportunity to make ''Film/SupermanReturns''), then setting up a May 2006 release date with less than eighteen months to do the whole thing and no script. Creator/MatthewVaughn was eventually alienated by family issues and the studio's restrictions, and the writers could not use the Phoenix saga as much as they wanted given the executives only preferred the cure story (thus Jean barely has anything to do in the second act). Some mutants were also vetoed to make them appear in ''Film/XMenOriginsWolverine'' instead.
29** While it was originally said that the main reason Singer left for ''Superman Returns'' was that he was a huge fan of Superman, there was actually another aspect to why Singer left. After the second movie, the studio had to negotiate a new deal with him and his team, which was standard practice. However, the story goes that Tom Rothman (who reportedly insisted the ''X-Men'' movies [[ItWillNeverCatchOn would be failures]] and [[SoreLoser didn't like being proven wrong]], to the point that ''Film/Deadpool2016'' infamously and gleefully took shots at him after being greenlit years later after he had left the company) deliberately dragged it out -- much to the frustration of everyone else involved. Fox's rivals at Warner Bros. noticed this and dangled the Superman movie in front of Singer in order to get him to jump ship. One story goes that when Rothman found out that Singer accepted the job to do ''Superman Returns'', he ordered security to kick him off the lot, then had to bring him back onto the lot a week later so Singer could shoot the pilot to ''Series/{{House}}''.
30* FakeAmerican: The Canadian Creator/ElliotPage as Kitty Pryde.
31* {{Fake Nationality}}: Iranian Shohreh Aghdashloo as Indian Dr.Kavita Rao
32* FoilerFootage: For the ending, they filmed the "Bobby discovers Rogue" scene both ways. That is, one where she took the "mutant cure" and one where she didn't. The DVDCommentary said that a poll was taken on set about whether she should take the cure or not. Once it was chosen, there were two options, them holding hands or kissing. Test screenings with the executives' daughters and some studio female employees led to the former, mostly because for avoiding the inherent sexualization in the latter.
33* HostilityOnTheSet: Creator/ElliotPage [[https://www.facebook.com/EllenPage/posts/10155212835577449 talked in November 2017]] about homophobic bullying he received from Creator/BrettRatner. Creator/AnnaPaquin backed up his [[http://www.independent.co.uk/arts-entertainment/films/news/ellen-page-anna-paquin-supports-brett-ratner-homophobic-x-men-the-last-stand-a8049621.html claims]].
34* IronyAsSheIsCast: Creator/BenFoster (Angel) is actually terrified of heights.
35* KilledByRequest: On hearing that Creator/BryanSinger would not be directing the movie, Creator/JamesMarsden, who played ComicBook/{{Cyclops}}, requested that his character be killed off. His petition was successful and he was killed off at the beginning of the film. Still, Ratner left his death offscreen in order to leave open the possibility of a return.
36* NoStuntDouble: Many of the actors performed their own stunts in the film.
37* TheOtherDarrin:
38** Dr. Hank [=McCoy=]/Beast had a small cameo in human form in ''X2'', being played by Creator/SteveBacic. Here, he was replaced by Kelsey Grammer.
39** Shadowcat gets a new performer ''[[RuleOfThree again]]'', with Creator/ElliotPage replacing Katie Stuart (who replaced Sumela Kay in ''X2''). Page would be the first to play the character in multiple films, [[RoleReprise reprising the role]] in ''Film/XMenDaysOfFuturePast'' eight years later.
40* PlayingAgainstType: Creator/BenFoster usually plays crazy violent psychos. Here he plays the nervous and soft-spoken Warren Worthington/Angel.
41* PlayingWithCharacterType: While most people knew Creator/KelseyGrammer as [[Series/{{Frasier}} Frasier Crane]], any kid growing up from the '90s to now would know him as villains [[WesternAnimation/TheSimpsons Sideshow Bob]] or [[WesternAnimation/ToyStory2 Stinky Pete]]. So it's quite a shock to see an intellectual villain actor play an intellectual hero with super strength.
42* ProductionPosse: Creator/BryanSinger took his one to ''Film/SupermanReturns'', but Brett Ratner brought two of his own collaborators to replace them - cinematographer Dante Spinotti and editor Mark Helfrich - and also actor Ken Leung as a spiked mutant.
43* TroubledProduction: Especially in pre-production, as indicated by the ExecutiveMeddling entry above, as Creator/BryanSinger left to direct ''Film/SupermanReturns'' and took Comicbook/{{Cyclops}} actor Creator/JamesMarsden and co-writers Michael Dougherty and Dan Harris with him, and replacement Creator/MatthewVaughn quit before filming due to family issues and CreativeDifferences (along with the studio interference, Vaughn stated that with the deadlines imposed by Fox he "didn't have the time to make the movie that I wanted to make"; Vaughn only accepted to make ''Film/XMenFirstClass'' on a tight schedule years later because Fox gave him creative freedom.). During filming, eventual director Creator/BrettRatner drove away cinematographer Philippe Rousselot, (Dante Spinotti, who had worked with Ratner on ''Film/RedDragon'' hurriedly taking over the role, and then being replaced himself for the final leg of filming by James Muro, after Spinotti had to honor a prior commitment) and clashed with both Creator/ElliotPage (who he ForcedOutOfTheCloset as a lesbian[[labelnote:*]]he would later come out as transgender[[/labelnote]] in front of the crew) and Creator/VinnieJones (who complained that Ratner cut most of Juggernaut's lines and retooled the few that he did have to make him much more of a DumbMuscle comic relief character). A rather telling consequence of the film's hectic production cycle was that it ended up being the first X-Men movie to not have a dedicated product line, as first action figures only came out one year after release (somewhat ironic, since the main reason behind the obscene number of characters in the movie, which resulted in people being left OutOfFocus or [[DroppedABridgeOnHim getting anticlimactic deaths]], was potential toy sales).
44* WagTheDirector: At the very early stages of the film, Creator/HalleBerry demanded even more money for this film, with rumors flying that she wouldn't even cameo in the film without a huge paycheck. After ''Film/Catwoman2004'' crashed and burned, her final paycheck (after she begged for her part back) was said to be a lot [[LaserGuidedKarma smaller than demanded]]. On a different level, she wanted to be able to fly in this film (Storm not having done it in previous ones), and her wish was granted.
45* WhatCouldHaveBeen:
46** Creator/ElizaDushku, Creator/MaggieGrace and Creator/SummerGlau auditioned for the part of Comicbook/KittyPryde before Creator/ElliotPage was cast. Grace was turned down due to the fact that she was considered "too old" for the role. Coincidentally, Glau asked Creator/JossWhedon for advice on the character without knowing he had written ''Comicbook/AstonishingXMen'' #5 and her audition script turned out to be pages from the comic.
47** Creator/JasonFlemyng was considered for [[Comicbook/{{Beast|MarvelComics}} Hank McCoy]] before the casting of Creator/KelseyGrammer. Flemyng would eventually go on to portray Azazel in ''Film/XMenFirstClass''.
48** Creator/MikeVogel was originally chosen as Warren Worthington III before Creator/BenFoster was cast. However, Vogel dropped out of the project due to scheduling conflicts with ''Film/{{Poseidon}}.''
49** Creator/JoshHolloway was approached for [[Comicbook/{{Gambit}} Remy LeBeau]] while he was still a major part of the script. However, Holloway turned down the offer due to the role being too similar to [[JerkWithAHeartOfGold Sawyer Ford]] on ''Series/{{Lost}}.'' Gambit would later debut in ''Film/XMenOriginsWolverine'' played by [[Series/FridayNightLights Taylor Kitsch]].
50** Creator/MatthewVaughn was initially chosen to direct the film before Creator/BrettRatner was hired. However, Vaughn departed the project due to familial issues and CreativeDifferences over the script. Vaughn would eventually go on to helm ''Film/XMenFirstClass.''
51*** Creator/PeterBerg, Creator/ZackSnyder and Creator/JossWhedon were offered to direct the movie as well. Snyder turned it down due to filming commitments to ''Film/ThreeHundred'', while Whedon declined in favor of writing and directing a ''Comicbook/WonderWoman'' movie, [[WhatCouldHaveBeen which unfortunately never came through.]] Whedon would go on to direct ''Film/{{The Avengers|2012}}'' and ''Film/AvengersAgeOfUltron'' set within the Franchise/MarvelCinematicUniverse.
52*** Creator/DarrenAronofsky, [[Film/{{Elektra}} Rob Bowman]], Creator/AlexProyas and Creator/JohnMoore were also considered to direct the movie before Ratner was hired.
53** According to an [[http://blogs.coventrytelegraph.net/thegeekfiles/2009/11/x2-scribe-michael-dougherty-de.html interview with Michael Dougherty]] (the screenwriter of ''Film/X2XMenUnited''), his vision for ''The Last Stand'' was vastly different, and would have included the Phoenix/Jean being a cosmic force that attacks various locations across the world (and chooses to leave of her own volition at the end of the film), Cyclops building the Danger Room as a way to cope with his guilt and make the team stronger, and Rogue coming to terms with who she is and choosing ''not'' to take the cure.
54** In Creator/BryanSinger's plan for the film, Cyclops and Jean would have been the center, and they would have been entangled in a three-way war for Phoenix's control between the X-Men, the Brotherhood of Mutants and the Hellfire Club. The last of those would have been directed by an older ComicBook/EmmaFrost (played by Creator/SigourneyWeaver), while the first one would have added ComicBook/{{Gambit}} (Creator/KeanuReeves) and Dazzler (Northern Irish-Canadian country singer Beverley Mahood) as new members. Similarly, Creator/KellyHu would have possibly returned as Lady Deathstrike, who would have been revealed to be alive after the events of the previous film. At the end, Jean would have committed suicide to save them all by telekinetically forcing Scott to look at her and then removing his visor, and after her death she would have turned into a divine being a la ''Film/TwoThousandOneASpaceOdyssey''.
55** In Matthew Vaughn's vision, the X-Men were much more active during the cure storyline, to the extent that Beast and Rogue broke into Worthington' Labs in order to investigate it. Also, Storm and Wolverine would be in a sexual relationship.
56** Even after Singer's plan was scrapped, the role of Gambit remained in the film for a long time. He would have been rumoredly played by Creator/ChanningTatum and would have served as a romantic rival to Bobby, similar to how Kitty was one for Rogue. However, Fox was already concocting ''Film/XMenOriginsWolverine'' and wanted Gambit for that film, so he was erased from the script.
57** There was an unfilmed [[http://www.blastr.com/2013-3-4/x-men-3-storyboards-show-action-packed-sentinel-scene-we-never-got-see Danger Room sequence]] where Bobby and Kitty are training and are then supposedly blasted to pieces by Sentinels, only to sit up as (projected) skeletons as the team looks on.
58** Despite Creator/AlanCumming's discomfort with the prosthetic makeup, he was willing to return in this film as Nightcrawler, but he was written out due to Fox realising that it wasn't worthwhile to pay for the long and costly makeup process as the character's role in the film was going to be very minimal.
59** Creator/BrettRatner wanted to appease the fans by ditching the black leather costumes from the previous movies and replacing them with something more colorful, but the rushed production schedule prevented this. That's why there's a single scene where Storm can be seen wearing a [[http://i.imgur.com/2gFMcJJ.jpg brighter blue uniform]].
60** The final film had a large amount of footage cut from it, some of which still hasn't been released in any form. There was much more footage of supporting mutants like Psylocke and Colossus (who not only had a fight with Juggernaut, but even confronted Magneto at one point before being tossed aside by him), and several extra endings, including a rumored one where Pyro returns to the school after being presumed missing in the final cut.
61** The scene with Bobby and Kitty ice skating on the frozen pond after [[spoiler:Xavier's funeral]] originally ended with them kissing. The kiss was dropped because several members of the production crew were disturbed by it, since (as stated on the DVD) Shawn Ashmore looked much older than Creator/ElliotPage.
62** The Golden Gate bridge sequence was to only happen in the middle of the film - with Magneto breaking Mystique out of Alcatraz. He then would have marched on the White House, intending to take control there. Brett Ratner felt that the Golden Gate Bridge sequence was more exciting as a climax, and relocated Worthington Labs from DC to Alcatraz.
63** The scene in which Magneto gets his powers back while playing chess on a park went through several versions. In the original, he was playing with a stranger who was revealed to be Xavier in another man's body, but as Creator/PatrickStewart and Creator/IanMcKellen were unavailable to play the scene together, it was scrapped. In the next version, the stranger was Mystique, who would have been recovered her powers through a special drug she would pass to Magneto. At the end, however, they choose to shoot it with Magneto alone and to give Xavier his own scene; this was done secretly, so much that Stewart and [=McKellen=] didn't even know if the scenes would be in the film's cut or not.
64** Ratner wanted a scene in which Jean's tombstone exploded in fire to hint a future return, but it was never shot.

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