- Directors: Bryan Singer
- Producers: Lauren Shuler Donner, Ralph Winter, Richard Donner, Avi Arad, Stan Lee, Tom DeSanto
- Writers: Screenplay, David Hayter, Story, Tom DeSanto, Bryan Singer, Comic Book, Stan Lee, Jack Kirby
- Genres: Action, Adventure, Sci-Fi, Thriller
- Actors: Hugh Jackman, Patrick Stewart, Ian McKellen, Anna Paquin, Famke Janssen, Bruce Davison, James Marsden, Halle Berry, Rebecca Romijn, Ray Park, Tyler Mane
In Congress, Senator Robert Kelly attempts to pass a “Mutant Registration Act”, which would force mutants to publicly reveal their identities and abilities. Magneto begins his plans to level the playing field between mutants and humans. Meanwhile, a girl named Rogue runs away from her home in Meridian, Mississippi. She meets Wolverine in Canada. Suddenly, both of them are attacked by Sabretooth, a mutant and associate of Magneto. Cyclops and Storm arrive and save Wolverine and Rogue and bring them to the X-Mansion. Professor Charles Xavier runs the facility, and leader of a group of mutants who are trying to seek peace with the human race, educate young mutants in the responsible use of their powers, and stop Magneto from starting a war with humanity.
Senator Kelly is abducted by Mystique and Toad, and brought to Magneto, who tests a machine on Kelly that artificially induces mutation. Kelly manages to escape imprisonment with his new abilities. After an accident causes Rogue to use her powers on Wolverine, she is convinced by Mystique (disguised as Bobby Drake, a boy who Rogue begins to romance) that Xavier is angry with her and that she should leave the school. Xavier uses Cerebro to locate Rogue at a train station. Mystique infiltrates Cerebro and sabotages the machine. Wolverine convinces Rogue to stay with Xavier. A fight ensues with Wolverine, Cyclops and Storm against Magneto, Toad and Sabretooth. Rogue is taken by Magneto. Senator Kelly arrives at Xavier’s school, but dissolves into a puddle of water when his mutation becomes unstable.
Wolverine returns, and Cyclops, with Jean’s help, blasts Sabretooth out of the statue. With Jean stabilizing him, Storm uses her abilities to send Wolverine to the top of Magneto’s machine. With time running out, Wolverine attempts to stop the machine and save Rogue, but Magneto, now having regained some of his strength, halts Wolverine’s claws. Cyclops manages to find a clean shot, wounding Magneto and allowing Wolverine to destroy the machine. Placing his hand to her face, Wolverine succeeds in transferring his regenerative abilities to a dying Rogue. Professor Xavier recovers from his coma, and the group learns that Mystique is still alive when they see her impersonating Senator Kelly on a news broadcast. Xavier visits Magneto in his plastic prison cell, and the two play chess. Magneto warns his friend that he will continue his fight, to which Xavier promises that he (and the X-Men) will always be there to stop him.