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X2 is filled with so many characters and subplots that I won't even try to explain the story. In brief, Professor Xavier has opened his secret school for gifted mutants, which attracts X-friends both old and new. Wolverine and Jean Grey still have the hots for each other, Storm is booging down with the mysterious new mutant Nightcrawler, and Cyclops still stands around looking pretty. Meanwhile, some evil guy named Stryker tries to blow everyone up, Lady Deathstrike boasts one very fierce manicure, and a major X-Person eventually bites the dust. What will those crazy mutants think of next?

X2 improves upon the original in every way. Bigger budget, better special effects, a great score, solid performances and some very well-mounted action sequences. Of course, this still feels like an X-Miniseries - there are so many characters and themes and threads left dangling that the ending has little hope but to act as a trailer for X3. Some of the fine cast also feels underutilized - just as the sexual tension between Storm (Halle Berry) and Nightcrawler (Alan Cummings) heats up, Iceman (Shawn Ashmore) comes to defrost it by making goo-goo eyes with Rogue (Anna Paquin). Wolverine (Hugh Jackman) is still technically the lead and gets all the best scenes, which thus renders the Cyclops (James Marsden) and Jean Grey (Famke Janssen) faux-menage a trois almost irrelevant. And Xavier (Patrick Stewart) and Magneto (Ian McKellan) are still engaged in a staring contest, spouting major profundities about Destiny and Fate and the End of all Mankind, but at this point it is all so cheesy that it just adds to the X-Fun. Still following all of this?

Movies like X2 exist solely to provide a fun summer rollercoaster ride with a little social allegory thrown in, and on that level it works beautifully. And what is the real hidden theme of the X-Men United? This may just be the gayest summer blockbuster of all time, a movie so oozing with subtext it should have its cable premiere on Bravo. When Iceman "comes out" to his parents, half of the packed West Hollywood audience I saw it with broke out in grateful applause. It may be heavy handed, but the mutant-as-outsider-slash-minority allegory gives X2 the kind of kick lacking in most other mindless Hollywood action fare and gives the diehard cultists another reason to clutch the film to their hearts. How nice when a movie is conceived with both mainstream audiences and fankids in mind. X3? Bring it on.

Video: How Does The Disc Look?

Both of the previous X-Men DVD releases looked terrific, so did you really expect anything less from X2? What a great transfer - pristine print, deep blacks and excellent color reproduction. X2 is a much better looking film than the drab first X- Men. with stronger hues and an ultra-shiny, sleek veneer. Detail is often X-traordinary, with a sense of three-dimensions that is eye popping. Contrast is excellent with impeccable shadow delineation - even the darkest scenes look absolutely real and lifelike. Thankfully, Fox has not overloaded this two-disc set with extras that would take away from the main feature - this transfer is free from compression artifacting and blocking. Alas, the only thing to pull down X2 half a notch is some slight ringing noticeable around hard objects and a few scenes that appear a bit too contrasted. Hardly severe, but a little bit noticeable on large screens. Still, a Grade-A, er, Grade-X, transfer.

Audio: How Does The Disc Sound?

Fox gives X2 the full Dolby Digital and DTS treatment and both are scorchers. Like the recent Daredevil DVD, no expense has been spared to make us believe we are wrapped 360-degrees in the world of the X- Men. This is the kind of thing Hollywood does best - mega-bombast that is so overwhelming it makes us forget any cracks in the story.

Every aspect of this soundtrack is impeccable. Terrific frequency response delivers loud, aggressive low end, a wide midrange and sweet highs. Dialogue is perfectly balanced with the evocative score by John Ottman and all of the slam-bang effects. The soundfield often feels wonderfully three-dimensional with excellent imaging across all channels - improved on the DTS but still palatable on the Dolby Digital track. Surround use is constant and very well done - I noticed subtle discrete sounds throughout, with even some sweet vocal effects to heighten the effect. And here is one case where the DTS really is an improvement - tighter channel separation, deeper low end and more minute detail noticeable in the quieter sounds. Watch out, Daredevil...this one is a contender for top comic-book soundtrack.

Optional French and Spanish Dolby 2.0 surround dubs are included, along with subtitles in English, French and Spanish and English Closed Captions.

Supplements: What Goodies Are There?

A perfect companion piece to last winter's X-Men 1.5 release, both of these two-disc special editions were produced by Ludovico Technique and feel like two sides of the same coin. There is a consistency to the menu design, aesthetic approach and presentation style that is most welcome - plop these two together on your shelf and they'll look like mutant DVD versions of Mary-Kate and Ashley.

First up on disc one are two screen-specific audio commentaries with Bryan Singer and director of photography Tom Sigel, and producers Lauren Schuller-Donner and Ralph Winter and the writing team of Michael Dougherty and Dan Harris, plus a few spare comments from early draft writer David Hayter spliced in. Both are great tracks, even if I enjoyed the writer and producer commentary more. Singer and Sigel tend to veer towards the technical and it all gets a bit dry, focusing almost exclusively on specific sequences and production challenges. More intriguing to me was the script and the challenge in following up a hit movie filled with so many characters and subplots and trying to craft some sense of a cohesive narrative. All can get a bit pretentious discussing the depth of the story (this is still a comic book movie, isn't it?), but it is offset by many amusing production antecdents and a few jabs at Singer's now-famous high-strung directing style. Casual fans may want to just skip these and go for all the featurettes on disc two, but hardcore X-fans should at least give the writer and producer track a listen.

Disc two is primarily set up as a series of featurettes that function as one long full-length documentary. Divided into four sections - The Origins of X-Men, Pre- Production, Production and Post-Production - all are a combination of slick new interviews, behind-the-scenes footage and film clips. Contributing new material are all of the main cast and crew: Marvel's Stan Lee, Chuck Austen and Chris Claremont, director Bryan Singer, producers Avi Akad, Tom DeSanto, Ralph Winter and Lauren Schuller- Donner, writers David Hayter, Michael Doughtery and Dan Harris, and cast members Hugh Jackman, Patrick Stewart, Ian McKellen, Anna Paquin, Alan Cumming, James Marsden, Famke Janssen and Rebecca Romijn-Stamos. All of the featurette material is presented in full screen and Dolby 2.0 stereo, and no subtitle options are provided.

First up in The History of the X-Men are The Origin of the X-Men (16 minutes) and Nightcrawler Reborn (8 minutes). The former is what I hoped to get on the X-Men 1.5 DVD - a quick history of the X-Men concept, its appeal and how it was brought to the big screen. I suppose it could have been a bit longer - the overview of previous attempts at adaptations feels undernourished - but at last we get some much-needed background on why we should care about the X-Men in the first place. Nightcrawler Reborn is just that, a look at the conception and introduction of the character, who is the standout new mutant in X2. Essentially one long chat with artist Austen, it may be a bit dry for casual fans but you Nightcrawler nuts shouldn't miss it (and you'll also find out a very intriguing secret about Mr. Blue's anatomy...ouch!).

Next we have Pre-Production, which is a select look at key aspects of gearing up for such a mammoth production. Evolution in the Details: Designing X2 is a 17-minute video tour with production design Guy Dyas. The film's visual stylist guides us through the challenges involved in respecting what has come before while still trying to top the original film, recreating a science museum and replicating The Oval Office in Vancouver. United Colors of X2 (8 minutes) introduces us to Louise Mingebach, the film's costume designer and longtime Bryan Singer collaborator. Although a bit visually static, we do get a character-by-character breakdown of each mutant, and a big part of the fun of any X-Men movie is seeing all the latest and greatest in X- fashion. Rounding out this part of our tour is Nightcrawler Attack: Multi-Angle Study. Select from four views (animatic, unfinished effects or animatic/final comp, unfinished effects/final comp) of the entire 3-minute sequence.

Our journey continues with Production, which offers another five featurettes. Wolverine/Deathstrike Fight Rehearsal is a whip-fast 4-minute montage of the stunt doubles in action; Introducing the Incredible Nightcrawler! is a very amusing 8-minutes with Alan Cumming, who had to endure a lengthy daily process of being turned into a mutant smurf. Blue paint, contact lenses, toad feet, a CGI- tail...now that's acting. Nightcrawler Fight Rehearsal is another 4-minute stunt montage; Nightcrawler Time-Lapse is another cool 4-minute vignette that proves it ain't easy bein' blue. Visual Effects Supervisor Michael Fink and his effects team guide us through the 12- minute FX2: Visual Effects. How do you act to blue screen and paper cutouts on sticks? The X-Jet twister, Cerebro, "Prison-Time" and the dreaded "Bamf Effect." Finally, The Second Uncanny Issue of X-Men: Making X2 is an all-encompassing 64-minute documentary. Wisely focusing on only a few key scenes and the cast, this is the centerpiece of the disc's video-based extras (and is, oddly, the only one presented in 1.78:1 anamorphic widescreen). Excitement, trepidation, commitment, dedication, relief - it is all a part of making a big-budget Hollywood sequel. And we even get a touching moment with Hugh Jackman signing autographs for neighborhood kids. Awwww.

As we wind our way down it is time for Post-Production. I bet you can guess what's here...more featurettes. Requiem for Mutants: The Score of X2 is a nice 6-minute sit-down with composer John Ottman, who stepped in for X1's Michael Kamen. I will openly admit to preferring Ottman's work by leaps and bounds. He's refreshing and unpretentious, and gives us a little bit on his approach to scoring the sequel, coming up with new motifs and themes for the film's expanded canvas, and a peek at some scoring sessions. X2 Webcast Highlights is a 12-minute greatest hits of excerpts from the film's massive global theatrical launch, which is so far the biggest simultaneous release in history. For some reason, this seemed kinda funny to me - lots of dopey questions and a cast and crew that looks thoroughly jet-lagged. Well, except for Kelly Hu - does she ever look bad?

Next up are 11 deleted scenes: "Extended Wolverine/Deathstrike Fight," "Wolverine Kills the Intruder," "Mystique in Stryker's Files," "Nightcrawler Bamfs to Save the Students," "Jean and Storm in the X-Jet," "Jubilee at the Museum," "Pyro Starts the Campfire," "One of the Children is Sick After Bamfing," "Rogue Helps the Children Escape," "Professor X and Cyclops Escape" and "Arriving to an Empty School." All of the scenes are presented in 2.35:1 anamorphic widescreen and Dolby 2.0 surround, and the quality is good if overall a bit darker in appearance and less detailed than the main feature. All of these scenes are also lacking in completed effects and score. While 11 scenes may seem like a lot, most are very short scene extensions and few if any shed any real new insight into the characters. Also a disappointment is that no optional commentary is provided to give us an idea of why these were cut.

Rounding out this fine set is a collection of five still galleries: "Characters," "Locations and Sets," "Mutant X-Rays," "Nightcrawler Circus Posters," "On-Camera Graphics" and "The Unseen X2." Some seem a bit superfluous, but most intriguing is "The Unseen X2," which includes a rare look at a dropped character, Archangel. Also cool is a closer look at the kind of stuff fans seem to love, like the on-screen graphics and minute details that make any movie really come alive (such as the Nightcrawler Circus Posters). Groovy.

Last but not least is a gaggle of three theatrical trailers (all in non-anamorphic widescreen) and a public service announcement that seems to have absolutely nothing at all to do with X-Men.

DVD-ROM Exclusives: What do you get when you pop the disc in your PC?

Not too much here in the way of actual PC-enhanced content. Pop disc two into the drive and you can hook up to "associated websites" via either your PC or a Mac. Nothing too exciting except an offer for three free Marvel comics...plus shipping and handling, of course.

Parting Thoughts