That's really the main thing wrong with Last Stand: It feels like two vastly different movies clumsily stapled together at the last minute. One is essentially an action flick about the alternative, murderous personality of Jean Grey, called "the Phoenix," which takes over her mind and goes all psychic psychopath on the human population. Conversely, the second "movie" deals with a cure that suppresses the X-gene in mutants, offering them a chance for a normal life, and us a chance for a complex, deeply emotional X-Men film, judging by how well Brett Ratner handled scenes of Angel as a child.

20th Century Fox

An opening scene establishes that the inventor of the Mutant Cure was inspired by the discovery that his son Warren (the future X-Man Angel) had a mutation that caused him to grow wings. Now, this could have been a very simple and forgettable sequence, but X3 actually handles it very dramatically by having the man walk in on his son trying to hack the mutation off of his back.

20th Century Fox

Look at that kid's face. That is the face of pure suffering. The movie does a really good job showing the excruciating pain that Warren is in as he's mutilating his flesh, but the really disturbing part is that it clearly isn't some spur-of-the-moment thing for him. No, we are shown that Warren has prepared a stack of bandages and a whole toolbox full of sharp objects like knives, razors, and scissors to amputate his own wings. He has obviously been planning this for a really long time.

20th Century Fox

But why does he go to such horrifying extremes? Because he is terrified of his mutant-prejudiced father, who takes one look at his child's maimed body and blood all over the floor, and only says: "Oh, God. Not you."

20th Century Fox

The whole scene is barely a minute long, but in that short time it shows you exactly what X-Men: The Last Stand could have been: a drama about struggling with one's identity. And, yeah, they did have some of that with Rogue deciding to give up her powers at the end. But that isn't anything near a real struggle, because her powers cause people to die if she touches them. In contrast, Angel's mutation is harmless and gorgeous, and yet he is willing to butcher it because of anti-mutant bigotry that poisoned his mind. That's what we should have focused on. Instead, the movie devoted 10 times more screen time to a bunch of characters whose names you probably don't even remember.

20th Century Fox

My guess is that Sam Raimi came up with the idea for an amazing Sandman origin and figured he'd just work out the rest of his characterization later. In the end, he didn't, but that origin still turned out unbelievably beautiful.

Alright, so after breaking out of prison, Flint Marko, aka Sandman, stumbles upon a research facility and falls into the Technobabble-tron 6000, which starts up and fuses his body with the surrounding sand. But the interesting thing is that he doesn't become Sandman just yet. The transformation occurs the next day and is told entirely through music and visuals, almost like something out of Fantasia.

First, Marko's scattered remains start accumulating into a blob-like mass of silica, slowly forming a mangled humanoid figure that emerges from the sand.

Columbia Pictures

Then, struggling to sustain his form, Marko looks confused at what he's become: a grotesque sand mannequin with a featureless face and inhuman mittens (inhumittens) for hands.

Columbia Pictures

That's when he notices the locket with his daughter's picture inside, a physical link to his past life that somehow survived the disintegration. He reaches out to it only to see his sandy body crumble away.

Columbia Pictures

Finally, summoning all of his willpower, Marko concentrates and reaches for the locket again, forming a firm, human-like hand in the process. Having found something worth living for, he picks himself up and regains his human form, thus completing one of the greatest villain births ever put on film. It's fascinating how different in tone this emotional, dialogue-less scene is from everything else in Spider-Man 3. It almost makes you want to stand up and yell out to Sandman: "No! Don't go into the rest of the movie! It sucks in there!"

Columbia Pictures

The culture of Disney's Atlantis is worth talking about some more because it's arguably the best part of the movie. There's a great scene in which the main hero, Milo, is shocked to discover that no one in Atlantis can read the ancient Atlantean alphabet, it having been lost to them for millennia. That's really clever, because it means that even in Atlantis, things do evolve and change over time, ultimately hinting at a world that's much bigger and more mysterious than what we see on screen.

Over the course of the film we slowly learn that this Atlantis is merely the stagnant, moss-covered remains of a much greater, stone-punk civilization that's as puzzling to the modern Atlanteans as it is to us. We're allowed to absorb this slowly through visuals and bits of dialogue, for the most part. It's really a rare thing to be treated to such a rich fictional history without having to be spoon-fed tons of exposition.

Disney, Buena Vista Pictures

Another thing that Atlantis got amazingly right was the religion. The Atlanteans seem to worship kings from their past who may or may not have had magical powers. Over time, the Atlantean history has morphed into their mythology as memories of true events faded away, never making it clear whether the origin of their faith is magical, alien, or something else. It's probably one of the most mature things that Disney has ever done, and now that they own Lucasfilm, I really want them to take the best bits of Atlantis: The Lost Empire and remake them into the next Indiana Jones movie.

Disney, Buena Vista Pictures

The really sad part is that underneath all of the movie's problems there actually is a really good story about the reason behind Bruce Banner's violent anger issues: disturbing childhood trauma.

According to the movie, Hulk is "created" after his father, David (Paul Kersey/Nick Nolte), tries to develop some kind of super vaccine, which he tests on himself to no effect. However, it turns out that his body loaded all of that syringe-science into his Ph.Dick and fired it up his wife's uterus, where it pre-Hulked baby Bruce. Fearing that he's created a monster (which, let's be honest, is something that science does on a pretty regular basis) David Banner eventually loses it and tries to stab his son but kills his wife in the process, mentally scarring Bruce for life.

Universal Pictures

However, while "crazy parent" is more standard superhero equipment than bright, somehow-genitalia-obscuring tights, it isn't as simple with David Banner, who doesn't start off as a bad guy. In the beginning, he's a genius scientist who wants to save soldiers' lives, and when he finds out what he's done to his son, he literally goes crazy trying to find a cure for it while we get to witness his slow descent into madness.

Universal Pictures

During the opening, the movie drops subtle clues that things haven't always been peachy in the Banner household. For example, when Bruce's mother first tells David that she is pregnant, she approaches the topic with the same level of caution she would have if she were confessing to totaling the car while backing out of her lover's driveway.

Universal Pictures

I'm not suggesting that there is domestic abuse in that house, but things are definitely tense there, which explains why in the short time that we see him on screen, young Bruce acts like a normal child only when he's away from his parents. Combine that with the trauma of seeing his mother die, and you come up with a very realistic, tragic origin of a character who could best be described as the unholy lovechild of Dr. Jekyll and Mrs. Jolly Green Giant.

Looking back at it now, the worst thing about the Star Wars prequels has to be the transformation of Anakin Skywalker into Darth Vader, which even when spread across three entire movies still feels rushed and nonsensical. In Revenge of the Sith, it seems that all it takes for Anakin to abandon his training, betray Obi-Wan Kenobi, and slaughter innocent Jedi children is a weird dream where his wife maybe died and the vague promises of being taught Super Magic by Darth Uncle-Bad-Touch.

Lucasfilm, 20th Century Fox

When you think about it, though, that's not when Anakin's journey into the Dark Side really begins. It actually goes back to the second movie, Attack of the Clones, where Anakin dreams that something bad has happened to his mother, Shmi, whom he never bothered to free from slavery after getting off Tatooine, but whatever. Upon arriving on the planet, he discovers that, holy predestination, Batman, his mom has been kidnapped by Tusken Raiders, aka Sand People. Anakin sets out to free her. Sadly, he's too late. By the time he infiltrates the Tusken village, Shmi is already dying after weeks of torture. Holding her in his arms, Anakin is forced to watch his delirious mother quietly fade away, and in that instant you can almost hear something in his mind just snap.

Lucasfilm, 20th Century Fox

In the next second, he's out slaughtering every Raider in sight, including women and children, while Liam Neeson yells at him: "This isn't what I've sacrificed my life for, you rat-tail turdnado!" We don't actually get to see most of the killing, but we do see its consequences, because that slaughter is when Darth Vader is truly born.

It establishes that Anakin's dreams (like the one where Padme died) really can come true, which is an important part of him believing Palpatine's lies and starting to resent Obi-Wan, who repeatedly tells his young padawan to just eat more fiber for all those totally normal, definitely-not-prophetic dreams to go away on their own. Most important of all, though, the scene explains the ease with which Anakin exterminates that Jedi elementary school full of kids in the next movie.

See, killing kids is like squeezing into a gimp suit, and not just because the latter usually precedes the former. I mean that you have to slowly ease into it, and killing a bunch of barely sentient desert torturers and their young is actually a pretty great way to prepare mentally for massive childrencide. At the very least, it sets up some sort of precedent for Anakin's homicidal behavior, elevating Attack of the Clones from the cinema-equivalent of a botched circumcision, to maybe something closer to an infected hangnail. And I think that's beautiful.

Cezary Jan Strusiewicz is a Cracked columnist and editor. Contact him at c.j.strusiewicz@gmail.com.

For more cinematic surprises, check out The 7 Most Irritating Characters From Otherwise Great Movies and 8 Hilarious Moments (From Otherwise Terrible Movies).

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