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The fanboys were quaking in their musty old socks when they heard: Believing the epically ailing Superman Returns needed him more, longtime X-Men director Bryan Singer bailed on the mutant-themed series just in time for what could be its final installment. After Layer Cake’s Matthew Vaughn sniffed around preproduction for a bit, he bolted, too. When X-Men: The Last Stand finally secured a more committed man in charge, he turned out to be Brett Ratner—the very guy Singer took over Superman from. It didn’t help that his Rush Hour movies involved the kind of comic situations that certain audiences take a whole lot less seriously than, say, something from Marvel.

Turns out the snarling message-board posts were misdirected: The Last Stand wasn’t ruined by Ratner. It was the damn writers everyone should’ve been worried about. Singer, you see, didn’t walk alone. And though Zak Penn, who earned a story credit on X2—easily the best of the trilogy—stuck around, Singer brought two of 2’s other writers, Michael Dougherty and Dan Harris, over to Superman with him. This time out, Penn is teamed instead with Simon Kinberg—whose previous projects include xXx: State of the Union and Mr. & Mrs. Smith. As for Penn, between Xs, he scripted Elektra and the even more painful Fantastic Four.

Miraculously, The Last Stand isn’t a disaster. With shocking developments, including deaths, outnumbering tedious introductions, it arguably squeaks by the first flick. The plot centers on what dark-side mutant leader Magneto (Ian McKellen) had predicted all along: a war between humans and the genetic aberrations with whom they share the planet—with a civil conflict among the latter developing in the process.

Even though a mutant serves the country as a member of the not-too-distant-future’s presidential administration (Kelsey Grammer), the government gives the go-ahead to a pharmaceutical company’s breakthrough “cure” for mutants, permanent and delivered by a simple vaccination. The source of the remedy is a mutant himself, a boy (Cameron Bright) who disables the powers of anyone who gets close to him. And the company’s head is the father of another mutant, Angel (Ben Foster), who desperately mutilated himself when part of his growing pains including sprouting a pair of wings.

The announcement of the vaccination program sets off a fury of protests and division, and the scripters not so subtly use the storyline to emphasize the current relevancy of the comic book’s exploration of otherness. The president (Josef Sommer) talks about a group of mutants as being “a real threat.” Magneto rants about having to fight for freedom and via video threatens the country with “Your cities will not be safe!” The words “mission” and the phrase “by any means necessary” are thrown around, too, and—I swear—the “Homo” is emphasized in each reference to Homo sapiens. And you thought V for Vendetta was heavy-handed.

The script contains worse: The attitudinal but charismatic Wolverine (Hugh Jackman), the highlight of X2, isn’t as strong a presence here, dampened by a complete lack of humor that turns Jackman’s previously entertaining bravado into caricature. And the dialogue as a whole is flat and sometimes clichéd. Who can finish this father–son exchange? “It’s what we all want!” “No, ____ ____ ____ ____.” C’mon, go with your first impulse—that’s what Penn & Co. did: “it’s what you want!”

Magneto and his adversary, the more benevolent Charles Xavier (Patrick Stewart), however, are as fascinating as ever in their pigheaded leaderships, and both actors are skillful enough to sell even their worst lines. But Ratner’s main concern is allowing the mutants on both sides to show off their very cool powers. Mystique (Rebecca Romijn) shape-shifts; Kitty Pryde (Ellen Page) walks through walls; Pyro (Aaron Stanford) heaves fireballs. New characters are introduced, yes—apparently the lesser mutants have hitherto been hiding out in a goth underworld—but usually only as opportunities to show off some more very cool powers. Callisto (Dania Ramirez), for example, comes equipped with mutant-locating GPS and can zoom around a room like a vampire.

Combined with the drama-soaked story, the effects very nearly make up for the The Last Stand’s failings. Sure, those same hand-wringing fanboys will bemoan the way the franchise’s humanist message gets a little lost among all the superhuman spectacle. They wouldn’t be wrong, but at least Ratner knows how to do spectacle: Over its 104 minutes, the movie just keeps getting bigger, until we’re watching the roar-accompanied slicing and repositioning of the Golden Gate Bridge. Even Grammer gets to kick some ass, perhaps for the first time ever.

The finale, naturally, suggests that The Last Stand isn’t quite that. But if box office demands a rejiggered follow-up, it shouldn’t be the director who gets the boot.

A morally questionable strategy employed to better a society is also at the heart of The Proposition, an Australian take on the Western directed by John Hillcoat and written by basement-dwelling singer-songwriter Nick Cave. More spaghetti than classic, the film features guys who are less good and bad than they are highly ambiguous. And though there’s a sunset at the end, many characters are too—how to put this—dead to ride off into it.

Set in the outback in the 1880s, the film begins with a montage of gruesome photos and then moves to the capture of two of the men involved in the appalling crime depicted in the stills. Irish brothers Charlie (Guy Pearce) and Mikey Burns (Richard Wilson) sit with the English head of local law enforcement, Capt. Morris Stanley (Ray Winstone). Intimidating in both body and attitude, Stanley offers Charlie a cruel deal: He and Mikey, an easily frightened simpleton, will be spared if Charlie finds and kills their brother Arthur (Danny Huston, son of John), who Stanley believes is the sibs’ ringleader. If Charlie doesn’t complete the task before Christmas, Mikey will hang. Charlie has nine days.

The Proposition is visually impressive—the dry, fly-ridden landscape is often overexposed to evoke the wilting heat of the sun, and scenes involving Stanley’s elegant wife, Martha (Emily Watson), often suggest Victorian portraits brought to life. The couple’s flower-dotted home stands in stark contrast to the harsh desert surrounding it, just as their loving relationship is at odds with the area’s ongoing conflict between white settlers and Aborigines, which Hillcoat portrays in increasingly grisly detail.

Cave’s story is most interesting when it focuses on Stanley, whose brutality at the beginning of the film is gradually revealed as merely an expedience. “I will civilize this land,” he tells Charlie, and though he tries to shield Martha from the particulars of realizing this ambition, she eventually finds them out. As the possibly misguided Stanley, Winstone is an intriguing mix of Tony Soprano and Master and Commander’s Jack Aubrey—an often quiet yet always commanding presence, stubborn in his against-the-grain calls and fully able to unleash the beast as need demands.

Pearce’s Charlie, gaunt, sweaty, and so ravaged as to embody his inner burden, is less compelling—which isn’t the actor’s fault. As Charlie travels alone—whether to find Arthur or simply to contemplate his choices is difficult to tell—and stares off into the sky, Cave emphasizes his tortured situation with whispered voice-over poetry. The Burnses may be killers and rapists, but they still quote verse, admire the beauty of their surroundings, and break into elegiac Irish ballads while ’round the campfire.

Perhaps the songwriter’s longtime fans will find such characters comfortably familiar instead of impossibly hackneyed. Perhaps they’ll also cozy up to his score, which leans toward sounds so melancholic as to be eye-rolling. The rest of us, however, will probably just marvel over how Cave’s penchant for the overblown causes The Proposition to waver between gripping and ponderous—a state as maddening as the decisions facing its characters.CP