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The movie opens with a mutant named Nightcrawler. He is at the White House and attempts to kill the president. At the last moment, a security guard shoots Nightcrawler, forcing him to run away. Meanwhile, Wolverine reaches a location called Alkali Lake, and does not find anything. He returns to Charles Xavier's school for gifted students.
William Stryker, who hates mutants, uses this attack. He talks to the President, who then allows him to raid Charles Xavier's school for gifted mutants. Before he does this, he visits Magneto. Magneto was the bad guy in the first movie and now is in jail. Stryker uses a fluid to make him talk about the school.
Xavier attempts to find Nightcrawler. He uses a machine called Cerebo, which makes his power stronger and allows him to connect to every person's mind. He gives Jean Grey and Storm the last location where he could see Nightcrawler. They leave in the Blackbird. Then, he and Cyclops go to the prison to pay a visit to Magneto.
Stryker raids the mansion. A mutant named Siryn, whose power is a very loud scream, alerts everyone. A series of passageways and escape tunnels allow all but six of the mutants to escape. Wolverine, who has returned, takes Rogue, Iceman, and Pyro with him into a car. They drive to Boston. Meanwhile, Storm and Jean have located Nightcrawler and have him on their ship. Stryker also takes Cerebro with them. At the prison, Stryker has captured Xavier and Cyclops.
At Alkali Lake, Stryker reveals his plan. He has rebuilt Cerebro. He uses his son Jason, a mutant, to create a fantasy world for Xavier. In Xavier's mind, he sees a little girl who thinks that everyone is gone. Xavier goes to his Cerebro, locates everyone, and then starts to focus, which will kill all mutants.
In Boston, Wolverine and his friends go to Iceman's house, where Iceman reveals that he is a mutant. Iceman's brother does not like this and calls the cops. One cop shoots Wolverine in the head. Pyro uses his power – he can control fire – and pushes the police away. Wolverine, whose power is to heal very fast, wakes up. Jean and Storm come in and pick them up.
Mystique has found out where Magneto was staying. She seduces the security guard and injects him with iron. When the security guard comes in, Magneto senses the iron. Magneto can control all metal. Magneto rips it out of the guard and escapes.
The United States Air Force sends two jets to intercept the Blackbird, the plane where all the X-Men are on. Storm, whose power is to control the weather, whips up a tornado that sends both pilots down, but one manages to fire two missiles. Jean Grey, whose power is psychic, manages to destroy one, but the other one hits the jet. They start to go down. Magneto is in the area and saves them.
The X-Men and Magneto make some peace and come together to beat Stryker. The dam is built so that Stryker can flood the tunnel if someone comes in. 15 years ago, Wolverine volunteered for an experiment and was given claws and suffered a lot of pain. Stryker is very interested in Wolverine. So Mystique, whose power is to make herself look like other people, pretends to be Wolverine. She gets in and takes over the control room.
Cyclops appears and attacks Magneto, Mystique, and Jean Grey. Jean uses her psychic power to stop Cyclops, but Cyclops' beam power damages the dam very badly. Wolverine leaves to find Stryker. Stryker shows him Lady Deathstrike, who also has an adamantium skeleton and claws on the tips of her fingers. They fight. Wolverine pumps her full of adamantium and kills her. Storm and Nightcrawler find the six mutants and rescue them.
All mutants suddenly go into pain when Xavier starts focusing. Magneto forces himself into Cerebro and stops it. He then tells Mystique to transform into Stryker and change the rules so that Xavier will kill all the humans instead. The X-Men find out what is happening. Storm and Nightcrawler teleport in there. Storm creates a storm that breaks the spell, and Xavier returns to normal.
All of the X-Men escape the dam. Rogue and Iceman, who were in the Blackbird, land it in front of them. The plane is badly damaged. The dam explodes and a ton of water comes down. At the last second, Jean Grey rushes out of the ship, gets it into the air, and drowns when she can no longer hold back the water. Xavier and his crew go to the White House to inform the President of what has happened. Xavier tells the president that humans and mutants must work together or else they will destroy each other in war.