FIRST LOOK: Pictures from X-Men 3 Movie

USA Today has given us our FIRST LOOK at the X3 Movie. These are probably right out of the trailer that we'll be seeing on the 12th. Check out what Beast and Angel will look like...
X-Men 3 hits the big screen next year with our heroes facing their toughest challenge yet: a fan base anxious about how the franchise will fare with a new director at the helm.

Ever since Bryan Singer bolted from the series to direct next year's Superman Returns, devotees have wondered whether the band of superhero misfits could return with a film to match the caliber of the first two, which took in more than $702 million worldwide. (Related gallery: Get your first glimpse at X Men 3)

Star Hugh Jackman isn't worried.

"I wouldn't have come back if I thought we weren't going to do the series justice," says Jackman, who plays the popular mutant Wolverine. "I think X-Men— and Bryan — led the rebirth of comic book movies. We weren't going to treat a third one lightly."

Brett Ratner directs X-Men 3, which gets its first look here and opens May 26. Ratner is best known for comedy, including the two Rush Hour films, and studio executives concede that a regime change gave them pause.

"I don't care what director we would have brought in; there would have been concern," says Avi Arad, head of Marvel Studios. "We had to make sure we were coming back with something serious, something new, that would improve the series. I think we did."

The encore will feature new characters, including the blue-haired strongman Beast, played by Kelsey Grammer, and Angel, a winged mutant played by Ben Foster (Six Feet Under). The plot centers on a cure discovered for our heroes' mutations, and their dilemma in choosing whether to remain individuals or blend into mainstream society.

"I'd never really thought about doing comic book movies before," Grammer says. "But this one has always been about what it's like to be an outsider. And we've all felt that way at times. I think that story line is what appeals to fans more than any filmmaker or star."

Fan Thomas Hay, 29, of Livonia, Mich., agrees. "They've got the whole cast back, plus more comic book characters. I'm confident. The characters and story are the most important thing."

X3 probably marks the last installment of the franchise.

"We really have become a family," says Halle Berry, who plays Storm, a mutant handy with a lightning bolt. "I'm going to be sad to say goodbye."

And moviegoers? Arad concedes there may be initial apprehension among fans. But "when they see how much we worked to stay true to the story, true to the characters, they're going to remember why they became fans in the first place."
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Comic Book Movie