“Most people will never know anything beyond what they see with their own two eyes.”

In the year 2000, Bryan Singer’s X-Men cautiously reopened the door for superhero cinema and took a few hesitant steps into the room. Two years later, Sam Raimi’s Spider-Man came along and ripped that door right off its hinges, filling theaters with colorful depictions of outrageous characters—I’m looking at you, Willem Dafoe—and an unashamed embrace of the genre’s camp origins. It walked a fine line between fun and serious, building upon the foundation set by X-Men. No doubt encouraged by the public reception of Raimi’s unapologetic adaptation, 20th Century Fox shoveled a bunch of cash toward Singer’s X-Men follow-up. The result is X2: X-Men United, an overstuffed film that trades narrative coherence for spectacle as it strings together a relentless series of ambitiously designed set pieces with barely a spare moment for the catching of breath. It does a great job of juggling a large cast of distinct characters, but those characters barely develop and the storytelling suffers considerably, resulting in a big, fun, but somewhat dumb superhero movie.

The most welcome addition to the fold is Nightcrawler (Alan Cumming), a blue-skinned, four-toed, six-fingered, German-born mutant who can teleport and climb on walls. He also has a prehensile tail that he uses to wield a knife in the film’s opening scene as he teleports around the White House and comes very close to assassinating the President of the United States. He’s a devout Catholic who carries a rosary and mutters the Lord’s Prayer under his breath during intense scenes. It’s an admittedly caricatured depiction of a man of faith, but more than you can reasonably expect in such a film. (As an interesting sidenote, in the comics, Nightcrawler is the child of Mystique and Azazel, the latter of whom is a fallen angel found in the apocryphal Book of Enoch.) But just because he’s one of my favorite X-Men doesn’t mean he’s more than a minor character here, I just felt the urge to call some attention to him while I can because he didn’t make the cut for X-Men: The Last Stand.

Taking its main story beats from the graphic novel God Loves, Man Kills, the writing team crafts a narrative that has the X-Men joining forces with their arch-nemesis Magneto (Ian McKellen) against William Stryker (Brian Cox). The first act catches us up with the characters from the first film—Wolverine (Hugh Jackman) visits an abandoned military base at Alkali Lake; Jean Grey (Famke Janssen) struggles to control her burgeoning powers; Cyclops (James Marsden) and Professor X (Patrick Stewart) confront Magneto about the attack on the President; Storm (Halle Berry) and Jean track down Nightcrawler. Once we’re settled in, the fun starts as Stryker convinces the President to allow him to infiltrate Xavier’s School for Gifted Youngsters. Wolverine is there alone with all the kids, including Iceman (Shawn Ashmore) and Rogue (Anna Paquin), who have become a couple even though they can’t touch one another because of Rogue’s mutation. It’s a very exciting scene and we get to see a very probably pharmaceutically-enhanced Hugh Jackman ripping through Stryker’s task force.

Stryker is given a backstory. It turns out it was he who plated Wolverine’s bones in adamantium, an accomplishment he has replicated with his assistant Deathstrike (Kelly Hu). He also has a mutant son whom he despises, and he hates Professor X because he failed to “cure” him. He even states that his son Jason (Michael Reid MacKay) is dead, despite his continued use of his mutant abilities. At first, he harvests a fluid secreted from his Jason’s brain that somehow allows him to control the minds of other mutants. He uses this to orchestrate Nightcrawler’s attack on the President. But his ultimate goal is to recreate Cerebro, Professor X’s mutant-locating device that links him to the entire earth’s population, and have Jason mind control Professor X into targeting mutants. We also learn that if Professor X concentrates hard enough with Cerebro, he can actually kill people. Like I said, we’re much more focused on spectacle than story in X2. I’ve even oversimplified the description of the plot, but I don’t think it’s more complex than I’ve described—just more confused.

At the end of the first film, Magneto had been confined in an all-plastic prison cell, with all necessary precautions taken. When Professor X (Patrick Stewart) wanted to visit him, he was transferred onto a plastic wheelchair. No weapons allowed. The whole nine yards. Singer uses this setup as an opportunity to deliver a stunning scene. At a bar, Mystique (Rebecca Romijn-Stamos) shape-shifts into the guise of an attractive blonde and seduces and roofies one of the security guards at Magneto’s prison, then injects him with an unknown substance. The next day, when the guard enters Magneto’s cell, the villain sniffs the air. “Too much iron in your blood.” He proceeds to suck the iron out of the guard’s blood, through his pores and clothing. Spots of blood appear on the guard’s uniform before he falls over dead. Magneto shapes the procured iron into several small balls, which he launches through the compound, killing the rest of the guards and making his escape. For Magneto, Stryker’s attack on Xavier’s school is the provocation he needs to justify his war on humanity.

From there it’s basically just a bunch of running and fighting and jet-flying that amounts to a rescue mission, with an emotional potential death of a main character left hanging in the air as the credits begin. There are a few marginalia that could be discussed—the unexplained absence of Sabretooth and Toad; the team-swapping Pyro (Aaron Stanford), who leaves the young X-Men in favor of Magneto’s squad; the pseudo “coming out” moment for Iceman and his parents; the increased presence of Halle Berry after her Oscar win for Monster’s Ball. But I don’t really think the film justifies that deep of a look. It was trying to be a big flashy action film and it achieved that. The fight scenes are a big step up from the first film, the visual effects look very good (especially Nightcrawler’s teleportation), and the growing cast of characters hangs together fairly well. I think that the love triangle of Wolverine, Jean Grey, and Cyclops feels a little out of place, mostly because Cyclops gets too little screen time and it’s hard to connect with a character whose eyes you never see. But those types of things are expected in this kind of film.

Overall, X2 is a very good follow-up. It expands in the expected directions, and though it doesn’t bear up under scrutiny, it’s a lot of fun while it’s playing.