Before the MCU was a gleam in Kevin Feige’s eye, the only true cinematic universe comic book fans had was the X-Men universe. In the 2000s, 20th Century Fox mined the Marvel Comics property for all of its worth, creating a trilogy of movies, plus one really bad Wolverine film, that existed in the same world and referenced one another.

The best of the bunch was X2: X-Men United. Released in the first week of May 2003, it did what sequels are supposed to do: be bigger and better than their predecessor, while still setting up future installments so fans will keep coming back for more. X2 excelled at just about everything: characterization, action, humor, worldbuilding, you name it. X2 did it — and did it well. In honor of its 20th anniversary, here are 20 reasons why X2: X-Men United still holds up all these years later as one of the best comic book movies ever made.

1. It improved on the first movie in every way

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I’m an X-Men fan, but even I can admit the first film was severely lacking. Released in the summer of 2000, X-Men was still a test case for the viability of comic book movies. The stink of Batman & Robin‘s failure still haunted Hollywood, and no one wanted to embrace the bright primary colors and deep lore that are benchmarks of Silver Age comic book adaptations. As a result, X-Men was barely a comic book movie, resembling more a watered-down Matrix (dig those tight black leather costumes!) than anything produced by the House of Ideas.

X2: X-Men United embraced its comic book roots more than its predecessor did, utilizing more striking visuals (the Cerebro sequence, in particular, is a standout) and showing off more of the team’s, er, uncanny powers. That also has to do with the movie’s bigger budget” X2 had $125 million to play with, whereas the first film only had a measly $75 million. There was also a sense that because the first movie proved the X-Men could be successful, the creators could be a little bit more wild and unrestrained with the sequel.

2. X2 adapted one of the X-Men’s greatest stories

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If you ask a Marvel Comics fan what are the X-Men’s 10 best stories, chances are they will include God Loves, Man Kills on that list. Originally published as a standalone graphic novel in 1982, the story introduced William Stryker, a maniacal reverend hell-bent on eliminating mutantkind. Stryker even goes as far as killing his own wife and mutant son to prove his point that no mutant, or human who gives birth to one, should be spared.

X2 is a very loose adaptation of this story; in fact, it blends another classic storyline, Weapon X, into the narrative, and it isn’t quite as poignant as the original source material. But the movie brought a renewed spotlight on the story, making Marvel finally acknowledge it as canon. It even published a sequel, the awful God Loves, Man Kills II, in X-Treme X-Men.

3. The opening sequence in the White House was amazing

X2 (1/5) Movie CLIP – White House Breach (2003) HD

X2 wasted no time in proving it was not only a superior movie to the original, but also one of the best comic book movies ever. The film opens at the White House, where the President’s Secret Service are slowly being taken down by a mysterious, blue-skinned assailant who can teleport from one place to the next. After knocking out what seems like two dozen agents, the assassin, later introduced as a brainwashed Nightcrawler, almost kills the president before being shot at and teleporting away.

Everything about this scene works perfectly: the pacing, the use of space, the effective way of showing off Nightcrawler’s powers, and the use of Mozart’s Dius Irae telegraphed to everyone that this sequel would swing bigger and bolder. It was an effective and breathless way to start the film, and tease everyone about all the fun that lied ahead.

4. It introduced Nightcrawler, one of the best X-Men ever

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With a killer opening scene, X2 did more than establish it was a sequel that was better than the original –it also introduced one of the X-Men’s most central characters, Nightcrawler. As played by British thespian Alan Cumming, this Nightcrawler was much more tortured than his comic book inspiration, and with good reason: he’s been hunted all of his life for his demonic appearance.

Not only does the movie version of the character have blue skin, but he also has strange markings all over his body, markings we later find out to be self-inflicted as a result of his own self-hatred. Cumming only played Nightcrawler just for this film, but the impression he left was indelible.

5. That majestic Cerebro scene

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It’s a small, throwaway moment at the beginning of X2, but it’s one to remember. To locate Nightcrawler, Professor X uses Cerebro to track his exact location. With Logan behind him, Xavier activates the machine, the lights dim, a red glow emerges, and millions of astral projections float across a spectral globe.

We’ve seen Cerebro used before, but not like this, and never so beautifully visualized and scored. The majestic music accentuates the sheer beauty and scope of such a device that allows Xavier to peek into the minds of every mutant on the planet. The narrative purpose is for Nightcrawler’s location to be revealed, but what this scene also does is show that being a mutant, especially one like Charles Xavier, is cool.

6. The raid on Xavier’s school remains the best action sequence in the entire franchise

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There have been some memorable set pieces throughout the X-Men franchise’s history: the Brotherhood attacking Storm and Cyclops at the train station in the first X-Men film; Magneto ripping apart the Golden Gate Bridge in X-Men: The Last Stand; the final battle with the Nimrod-model Sentinels in X-Men: Days of Future Past. But none of them can quite hold a candle to the siege at Xavier’s School for the Gifted in X2.

A masterfully constructed sequence that builds tension and dramatically increases the action, the siege does a number of things very well. It shows off all the students, major and minor, currently at the school; it spotlights Wolverine and just how dangerous he can be; and it reveals Stryker’s connection to Logan. Just like Nightcrawler’s assassination attempt at the beginning, the siege is relentless and brutal. When it’s over, you may realize you have stopped breathing due to the sheer intensity of what just happened. It’s that good.

7. It gave Succession’s Brian Cox one of his best roles

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Everyone now knows Brian Cox as Logan Roy, the late, great media mogul on HBO’s hit show Succession, but he’s always been a respected actor with an impressive résumé. For instance, long before Anthony Hopkins took on the role of Hannibal Lecter in the Oscar-winning The Silence of the Lambs in 1991, Cox portrayed the legendary villain in 1984’s superb Manhunter. His other impressive credits include Rob Roy, L.I.E. (which contains his finest movie performance), The 25th Hour, and the first two Jason Bourne movies.

It was X2, however, that gained him his widest audience yet, and thus, a higher profile in Hollywood and beyond. The movie grossed over $400 million worldwide and fans today, including this one, still rate his work as one of the best villain performances in a comic book movie.

8. Wolverine finally unleashed his berserker rage

Mansion Attack Scene (Part 1) | X-Men 2 (2003) Movie Clip HD 4K

This was the moment fans waited for ever since the first movie was announced in the late ’90s. During the siege at Xavier’s school, a group of Stryker’s soldiers invade the school. When Iceman is about to be taken down by one of them in the kitchen, Wolverine sneaks up behind the soldier and grabs his gun. After a short tussle, Logan summons his rage and promptly impales the poor guy onto the refrigerator.

Some might complain the scene is too short, or that there isn’t any blood or guts, but that doesn’t really matter. Hugh Jackman’s performance sells it, as does Iceman’s terrified reaction. The scene showcases that Wolverine is not only a threat to any enemy that crosses his path, he’s also a danger to the people he’s saving, too. That was always true in the comics, and it was a pleasure for fans like me to see that translated to the big screen so damn well.

9. Kitty Pryde had a brief but killer scene

Kitty Pryde – All Powers Scenes | X-Men Movies Universe

In the original X-Men, there were many Easter eggs that hinted at the larger world of Marvel’s merry mutants. Kitty Pryde appeared briefly walking through a wall, and even had a line, but she wasn’t important to the plot. That doesn’t change in X2, but she does get to show off her powers some more.

As Stryker’s men invade each student’s room, Kitty awakens just to see them point a gun at her and fire tranquillizer darts at her head. She phases through her bed and down the floor beneath her. As other soldiers try to shoot her, she phases through another wall, into another surprised soldier, and then finally escapes outside the mansion. She has no lines, but this brief scene shows the quick resourcefulness and wily nimbleness that are defining characteristics of the fan-favorite character.

10. Colossus made his big screen debut

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He didn’t have a big part, but it didn’t matter: Colossus finally made his live-action big screen debut and, in less than 10 seconds, he delivered. As the raid is underway at Xavier’s mansion, a few goons try to kidnap some children from their bedroom. They are stopped by Colossus, who armors up to deflect their bullets with his organic metal skin.

The scene then cuts to outside the bedroom, where we see the soldiers burst through the wall thanks to Colossus’ sheer strength. It’s a brief foreshadowing of his later role as the team strongman in X-Men: The Last Stand and X-Men: Days of Future Past, and it showcases just what fans love about the Russian mutant: he’s strong, he’s silent, and he’s not to be messed with.

11. Iceman emerged from the background and became a well-rounded character

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The first X-Men movie gave Bobby Drake, otherwise known as Iceman, little to do. That was OK, as the first film had to set up a lot and focus more on Rogue as the primary new student and chief audience surrogate. With X2, we got to see more of Bobby, as he was given a crucial subplot that also functioned as a thinly veiled “coming out” narrative.

Forced to go back to his parents home after Stryker’s raid, Bobby has no choice but to tell them the secret he’s been hiding: he’s mutant, he was born that way, and he can’t change even though his “normal” family wants him to. It was a poignant storyline that gave the character deeper resonance and unknowingly foreshadowed Iceman’s eventual coming out as a gay man in the X-Men comic books.

12. X2 had great action, humor, and a compelling revamp of Pyro as a potential bad guy

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Most people know X2 has great action sequences (this article alone may have convinced you), but what X2 does so well is blend the action with little doses of humor and levity. This is most apparent in the attack at Bobby’s house, which also highlights how dangerous Pyro is as a mutant with a fiery temper.

In this sequence, we get a nice bit of comedy between Wolverine and the Drake family’s curious cat, who is nearly skewered by Logan’s adamantium claws. Unperturbed, the cat simply licks the edges and walks away. This bit of humor is followed up by an intense standoff between the police, who have been called by Bobby’s little brother, and the X-Men. Wolverine is shot in the head, and Pyro responds by nearly roasting the police with his fire powers. In addition to simply being a great action scene, this sequence also shows how mutants like Pyro can be drawn to the dark side by a homo sapiens world that continually uses violence as a solution. It’s the beginning of a dark arc for the character, one that culminates in The Last Stand with a faceoff against Iceman.

13. Mystique established herself as a badass icon

Mystique Bar Scene | X-Men 2 (2003) Movie Clips.

Long before Jennifer Lawrence played her (and became bored with the role in Apocalypse and Dark Phoenix), Rebecca Romijn embodied Mystique, the mysterious shape-shifting enemy of the X-Men. She had only one line of dialogue in the first X-Men movie (“It’s people like you that made me afraid to go to school as a child”), but she made herself known through her unusual look (blue, scaly skin with yellow eyes) and her fighting prowess, going toe-to-toe with Wolverine and nearly killing him.

In X2, she proves herself to be one of the deadliest mutants alive, as well as the most fun to watch. She’s the one to break Magneto out of jail by seducing a guard (in her human form) and injecting him with iron that Magneto can kill him with, she finds out about Stryker’s plans to use Cerebro to hunt and kill mutants, and she sneaks the X-Men into Alkali Lake by impersonating Wolverine and, later, Stryker himself. Mystique is such a badass in this movie that when she takes down Stryker’s goons and has to escape quickly as new ones enter the room, she gives them the middle figure as she slides away on the ground. That’s legend behavior, and that’s why most people love this iteration of Mystique to this day.

14. Magneto’s breathless prison escape

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There’s nothing more satisfying to watch than a good prison escape. X2 delivers that with style and makes Magneto seem somehow more dangerous and irresistible at the same time. With the help of Mystique, who injected a male prison guard with iron on a botched date the night before, Magneto is able to suck all the iron out of the poor guard’s body and form three medium-sized metal balls.

Ordinarily, these items would be harmless, but in the hands of the Master of Magnetism, they become bullets that can puncture his plastic and glass prison and set him free for good. It’s a masterful escape plan that shows off not only the character’s power and intelligence, but the sheer joy of star Ian McKellen playing such a juicy villain.

15. Storm finally showcased her awesome powers

We can all agree that Storm was utterly wasted in the first movie. Saddled with little screen time and a ridiculous accent (where is she supposed to be from anyway?), Halle Berry’s Ororo Munroe was far from the beloved leader and awe-inspiring character that comic fans knew her as. X2 sought to correct that, at least a little bit, and while she still didn’t get as much spotlight as she deserved, she got a moment to shine.

That moment occurs in the middle of the movie when the X-Men are attacked by fighter jets as they are flying the Blackbird. As the pilot of the ship, Storm keeps her cool and stares straight ahead, her eyes changing from blue to ivory white. The sky darkens, and gradually, several tornadoes form around them, effectively protecting them from the jets and deflecting most of their missiles. In just a minute, Storm commands the awesome power of weather and shows the viewers just how formidable she really is.

16. Magneto and Mystique’s catty relationship was fun to watch

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All villains need henchman to do their biding, but for Magneto, he also needs someone he can talk trash and be catty toward other people with. Who better than Mystique to be there and throw shade? The moment comes late in the movie when the X-Men forge an uneasy alliance with their former adversaries and are plotting their next move against Stryker. Sitting in the Blackbird jet, Magneto and Mystique giggle quietly as they look over at Rogue, who was kidnapped and almost killed by Magneto in the first film.

Curious at what they are laughing at, she approaches them cautiously, the white streak in her hair a reminder of her past trauma. Magneto responds with this withering put-down: “We love what you’ve done with your hair.” It’s a brief but funny exchange, and shows that both villains have a wicked sense of humor.

17. The fight between Wolverine and Lady Deathstrike was brutal

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Wolverine just loves fighting with the ladies, doesn’t he? The first film had him face off against Mystique in a no-hold-barred fight that left her nearly dead. For the sequel, Logan faces off against Lady Deathstrike, a more formidable opponent due to the fact that she also has adamantium in her bones.

The resulting battle is appropriately brutal, with both of them stabbing each other with abandon with their claws. Because of their healing factors, they can do this for hours, so the fight is pretty much even until Logan gains the upper hand. It ends in spectacular fashion, with Logan injecting Deathstrike with an overdose of adamantium that seeps through her eyes.

18. X2 forced the X-Men to team up with their greatest enemy: Magneto

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There’s nothing more compelling in fiction when the hero of the story has to team up with the villain to take down a common threat. In X2,  the X-Men were forced to work with the antagonist from the first film, Magneto. Stryker posed a threat to all mutants, and the X-Men knew they needed Magneto and Mystique’s help to stop him from killing all of mutantkind.

It was a kick for fans to see Ian McKellen having a blast and sharing more scenes with Patrick Stewart. It also provided more opportunities to explore Magneto as a complex character. He’s not simply pure evil, after all; he’s just willing to do very bad things for the greater good for his own kind.

19. Jean’s sacrifice was heart-wrenching to watch

X2: X-Men United (2003) – Final Jean Grey Scene

Famke Janssen doesn’t get enough credit for her stellar work in the X-Men franchise. As Jean Grey, she fully committed to the role, never once showing any hesitation, embarrassment, or disinterest in playing a shy telepath who gradually transforms into an out-of-control villain. X2 gave her plenty of moments to shine, from her struggles to control her growing power in the first act to her ongoing flirtation with Hugh Jackman’s besotted Logan later on in the movie.

But it was in the climax of X2, when Jean realizes she has to sacrifice herself to save her friends’ lives, that Janssen’s performance truly shines. As she closes her eyes to accept her fate, and lets tons of water crush her, you get the sense that Jean is relieved. She’s done the best she could, and if that was enough to save the ones she loved the most, then so be it.

20. X2 had a great cliffhanger ending that teased a classic storyline

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Good works of fiction can often be tanked by bad endings; just ask M. Night Shyamalan or Stephen King. So it’s a relief to say that X2 sticks the landing and gives a conclusion that both wraps things up nicely and teases the next movie with a compelling storyline.

As Cyclops and Logan resolve their differences and mourn Jean, Xavier begins another class session. Life has moved on, but not as much as one would think. As the scene shifts from Xavier’s school to a flooded Alkali Lake, we hear the narration that opened the film, only this time with Jean speaking. As she talks about evolution leaping forward, we start to see a fiery bird begin to form underneath the lake’s surface. The movie then ends, giving a viewers just enough of a tease for The Phoenix Saga, the X-Men’s most famous storyline, to walk out feeling both satisfied and elated as to what the next X-Men movie would bring. While what we got instead was the vastly inferior (but still somewhat good) X-Men: The Last Stand, in 2003, the possibilities for another great X-Men film were endless.

You can stream X2: X-Men United on Hulu or Starz.

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