It’s dusk outside Professor Xavier’s School For Gifted Youngsters, a luxurious mansion as seen in the first film. Panning through, we see something’s amiss: a toppled tree, a crushed statue; the walkway seems to have been torn from the ground. The camera continues on; faint sounds of fighting are heard. Then STORM, amidst snow dunes, is seen laying face down -- large footprints nearby. All in all, it looks reminiscent of a Civil War battlefield.

The sounds of fighting grow. A mansion wall has been destroyed. A SHRILL SCREAM brings it all close: students fly by on a stream of ice, led by a clumsy ICEMAN. A man’s thunderous bellow is heard as PROFESSOR X, obviously thrown, comes flying through the hallway, wheelchair and all. Both stop mid-flight as we hear the Prof’s determined thought, "Thank you, Jean." The X-Men are amidst a brawl against the JUGGERNAUT! Juggy, Xavier’s step-brother, is defeated by psychic attack when his helmet is removed. A crystal extracted from his chest-plate takes away his massive powers. This fray is symbolic of what’s to come: fanaticism and brother vs. brother.

Elsewhere: in a NY suburb, a very young, green mutant (LEECH) escapes a prison which is actually the home where his family has held him captive. Whispering voices escort him to freedom, slithery arms and misshapen shadows assure his escape as they disappear into a manhole in the suburban street to join the rest of…THE MORLOCKS.

In the Midwest: an Hispanic mutant, called SUNSPOT, is forced into hard labor by his own family.

Days later, an anti-mutant rally is led by the commanding, dark presence of DR. CAMERON TRASK, a powerful CEO of the Boeing-like Trask Industrials. He wants to force mutants to be a "useful" part of society, as labor. Like the first film, some X-Men are present; upon leaving, they debate issues of mutant rights.

Wolverine and Rogue talk about her family and her choice to run away (in the first film).

The Massachusetts Academy Preparatory School: meet EMMA FROST, the seductive and authoritative mistress of the school. White of hair and sleek in build, and a supposed human, she discusses her school’s goal with Dr. Trask, that being to gather mutants and teach them how to serve society. She provides Trask with information about Xavier, saying only, "the info was supplied by a friend of a friend" (this will be Sabretooth, who Emma assigns to stake out Prof. X’s school to distract Wolverine and keep him from running into Sentinels [see below], which Wolvy can spot via his super-senses).

ANGLE ON a computer, papers on mutants strewn about the desk. A woman is crying. We learn she has gone through a great deal to discover the whereabouts of her daughter, Rogue!

At Trask Industrials, the Doctor completes his work on the Sentinels: advanced robots created to capture mutants. Sentinels have an "open mold" until they are "imprinted" via a DNA scan of the first mutant they touch. Their technology will then do its best to replicate the mutant powers (e.g. telepathy is not possible, laser beams are; creating a storm is not possible, mimicking lightning with electricity is). Trask can communicate simple orders to his Sentinels by means of a computer chip he, insanely, had injected into his brain.

Sunspot is detected by both Cerebro and -- separately -- a Morlock who informs Emma Frost. Professor X is pained by Sunspot’s situation and the ever-growing plight of mutants, but Storm comforts him somewhat. Emma simply sees Sunspot as another possible recruit, and she thanks The Morlocks (who will stay in shadow and are only barely glimpsed throughout the film).

The first turning point occurs when both bands of mutants meet to save Sunspot. Jean cannot scan the opposition, thanks to Frost’s powers (she is not actually present). Emma’s kids, Cannonball, Wolfsbane, and Magik -- a girl who can teleport people by forming eerie discs which envelop herself or any victim -- defeat the X-Men and take Sunspot. A fourth teammate saves Storm and defects to the X-Men who the other young mutants left to face Sunspot’s family (an uneasy task).

At the School, Xavier is unable to scan the defector, presuming it to be a psychic block when, in truth, he is a Sentinel. The defector’s powers seems to be much like Storm’s (this is because she was the one he scanned).

Sabretooth is doing his job of distracting Wolverine and keeping an increasingly curious eye on the goings-on.

Tensions rise between Cyclops and Jean whose views differ on mutant rights issues. Wolverine and Jean, however, agree on much.

Rogue’s mother arrives with questions for Professor X. Not long after, Rogue willingly leaves with her mother, having missed her family greatly.

The world is changed for both heroes and villains when The Mutant Work Act passes, stating: in turn for the law recognizing the rights of mutantkind, mutants must use their abilities to serve humankind.

The underground shadow-dwellers, The Morlocks, are the first to rebel by increasing the "freedom trains" for their underground railroad in NYC. They stay a peaceful people, but the chaos brings mutants out into the open, creating refugees which the X-Men bring in; some turn out to be Sentinels (Trask’s doing). Jean and Scott discover Leech, who becomes a surrogate child. Scott is uncomfortable with this parental role, while Jean, and more so, Wolverine, are quite at ease, despite the kid’s power to drain the strength of anyone with superhuman abilities.

Professor X talks, with Scott, about the fine line he walks, and the two come to terms with several issues.

Sentinels are discovered at the school when an "open-mold" Sentinel scans Scott, mimicking his uncontroll-able eye-beams. The Sentinel is destroyed, but the heroes worry there are more and search the Academy.

In a visit to Frost’s school, Trask arrives with Sentinels. It is here he learns Emma herself is a powerful mutant telepath! Her deal with the devil -- Trask -- brought hope of destroying Xavier and his foolish beliefs, or flooding the X-Men out of their school, gaining recruits to further her true goal: to make mankind subservient.

Emma attacks Trask with a "psychic bolt" as he calls his Sentinels for help. The clash of psychic power shot into Trask’s brain meeting the advanced technology of his implant causes the Sentinels to suddenly gain sentience!

Trask dies...Emma’s team is forced to escape the Sentinels (who will secretly follow…).

The Morlocks are discovered by The Human Right, and their underground railroad is put in danger.

Fearing what could happen to Rogue due to the uprisings down in her area, Wolverine is rushing to her in the Blackbird. Wolvy, by this point, knows Sabretooth is waiting for a moment to strike; what he doesn’t know is that a Sentinel, who is metal like the Blackbird itself (and thus its scent disguised), is also lying in wait.

In Rogue’s hometown, mutant hatred is strong. Some of Rogue’s "friends" put down mutants and, in retaliation, she, for the first time, uses her power out of anger and hatred!…which frightens her terribly.

At Professor X’s school, the Sentinel’s are seemingly defeated when the X-Men block them from receiving transmissions…but these robots are now sentient, and the rules have changed!

In Manhattan, near Grand Central Station: Emma’s mutants are attacking randomly, using the chaos to their advantage -- Emma plans on levying this into the taking of the entire city!

Underground, The Human Right attacks the still unseen Morlocks. Cyclops, Jean, Storm, and Professor X head into battle, a deadly one which takes place in the tunnels beneath Manhattan. Emma, fighting above the streets, has made mental contact with Xavier and taunts him. Leech is badly hurt; dying, he uses his draining powers and allows Cyclops to look upon Jean without his visor for but a moment. This pause gives them a chance to reconcile.

Sabretooth has been staked out at Xavier’s, seeing everything regarding the Sentinels. He ends up feeling a sense of mutant pride and saves Wolverine (who’s returned with Rogue) from a Sentinel before he himself is defeated by Wolvy. Soon the X-students, Rogue, and Wolverine become targets to a pack of living Sentinels. They eventually seek refuge in the dark sub-basement prison, the white glowing eyeballs of The Sentinels approaching fast. As the robots close in, Wolvy whispers to someone, "Remember, you owe me one." And he takes out a glowing jewel…the jewel which powers the unstoppable Juggernaut!! Cut To: the children run out, heading upstairs; Wolverine pops out behind them, the heads of two Sentinels upon his claws! Juggy finishes the job, but Wolverine realizes there must be more of them…

Leech’s death does not stop the battle, but it, along with Emma’s continued telepathic taunts, push Professor X, and he ends the battle with just the sheer power of his mind (this anger scares his X-Men); Xavier almost wipes the minds of The Human Right but catches himself, thanks to Storm, and makes them simply forget the battle.

In the aftermath, Xavier and the students find their way into Grand Central, amidst a riot in which Emma’s young mutants are herding humans into captivity. The X-Men and Emma’s mutants clash. But the battle is interrupted by Sentinels, who kill quickly and without regret. They pronounce themselves the opposers to mutantkind and begin picking-off the background students from Emma’s academy (i.e. not the ones we’ve met). Xavier points out the obvious danger of Emma’s deceptive partnership with the now-dead Trask.

The good and evil mutants retreat. A game of hide-and-seek with the Sentinels amongst the NYC streets follows before the X-Men re-group to save the humans who are themselves also threatened by Sentinels. Wolverine arrives, forcing an attack where X-Man and human work together to finally destroy the deadly robots.

Soon, Emma knocks out Jean with a psychic bolt, at which point Xavier moves to the offensive and also protects the other X-Men with his powers. Emma explains he cannot protect everybody. Xavier smiles, "True. So, as an alternative, I have communicated my beliefs in the hopes of human and mutantkind, and have found some new mutants who agree." It is then that Sunspot blinds her, Cannonball and Wolfsbane knock her off guard, and Magik lowers a teleportation disc upon Emma Frost, effectively defeating her.

Xavier gives rounds of "good work" to his "New Mutants" as confused and scared onlookers back away from the freaks with whom they’ve just worked to save many lives. One person stop and thanks Wolverine and Sunspot. It gives rise to hope as the X-Men and New Mutants make a quick and quiet getaway.

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