Ever since the battle on Alcatraz Island, Kitty Pryde gain a scholarship to the Massachusetts Academy, which is head mastered by Emma Frost, Jr. Meanwhile, Millionaire Sebastian Shaw starts a party it his manor, where he assassinates his employer, Carmen Pryde, Kitty's father, and kidnaps Kitty to be Emma's daughter. And Wolverine realizes that Kitty was being captured by Shaw. He goes to Shaw's second party at his manor, where he finds Kitty as they exit, but Frost stops Logan by torturing him after he suddenly realized he sensed his past origins. And he was stranded in a desert where he meets Nick Fury who tracked him down and followed him to get him to hunt the Hulk by having him help stop Shaw and Magneto who agreed to help him since he said they were the future, as they steal William Stryker's inventions, the Sentinels, which he reprogrammed into killing humans instead of mutants.
- Wolverine - Hugh Jackman
- Cyclops - James Marsden
- Jean Grey - Scarlett Johansson
- Storm - Hallie Berry
- Iceman - Shawn Ashmore
- Kitty Pryde - Amanda Bynes
- 9-Year Old Kitty - Alexys Nycole Sanchez
- Colossus - Daniel Cudmore
- Gambit - Josh Holloway
- Rogue - Anna Paquin
- Emma Frost - January Jones
- Havok - Jensen Ackles
- Angel - Ben Foster
- Nightcrawler - Alan Cummings
- Carmen Pryde - Billy Burke
- Theresa Pryde - Rachel Weisz
- Nick Fury - Samuel L. Jackson
- Phil Coulson/Detective Johnathan Howard - Clark Gregg
- Bruce Banner - Mark Ruffalo
- Hulk - Lou Ferrigno
- Beast - Kelsey Grammar
- Magneto - Sir Ian McKellen
- Young Erik Lehnsher - Michael Fassbender
- Quicksilver - Tom Felton
- 10-Year Old Pietro - Jonah Bobo
- Scarlet Witch - Anne Hathaway
- Sabretooth - Liev Schriber
- Toad - Ray Park
- Pyro - Aaron Stanford
- Sunspot - Vinicius Machado
- Blob - Kevin Durand
- Mystique - Rebecca Romijn
- Sebastian Shaw - Kevin Bacon
- Selene - Uma Thurman
- Harry Leland - Jared Harris
- Mr. Sinister - George Clooney - the one who created the clone of Shaw from his corpse.
- Mastermind - David Thewlis
- William Stryker - Brian Cox
In 2002, 9-year old Kitty Pryde was playing hopscotch, then her mother told Kitty it was time to go. As they proceeded leaving in the car, Kitty fell asleep, her mother carried her in, and sees that her father has been drinking beer, which she is fed up with and doesn't want Kitty to have her father like this. After an argument, Theresa kicks him out. Then Kitty suddenly woke up in the garage. The next morning, her mother called someone to help Kitty, then came Charles Xavier and Ororo Munroe. While Charles talked with Theresa, Ororo slowly forms a bond with Kitty, saying that there are other students who are around her age, and Ororo will protect her like the others.
In 1982, 10-year old Pietro Lehnsher was thrown out of a bar by Thugs. Then a mysterious man saw him, Erik Lehnsher who enters the bar to confront the thugs, who tells them to walk away in misery and poor. Which a thug tells Erik "F*** you A******", as he tries to stab Erik, but he used his mutant powers to keep his blade from stabbing him, which stabs one of his friends. Erik then attacked the whole bar, then attacked the leader by magnetizing his piercings off his face, then Pietro takes the blade as he kills the man who tortured him. Then Pietro asks Erik if he was father, which he replies yes, as they leave saying that they might have more fun.
10 years later, James Howlett - Logan goes out on Kentucky as he smells from his nose and he spots a blurry swift going past him, it was an older Pietro Lehnsher robbing off money. Wolverine goes after him, while he was spotted by Detective Johnathan Howard, who sees him growing his claws, and calls someone saying that he found him. Pietro punches Logan in the face, but Logan healed, as they continued fighting, the police came, Pietro tried to escape, but Howard tripped him, and the officers arrested him. Logan asked what they were doing, Howard answers they were capturing him, and they followed, and told them they wanna know who he's associated with. Logan asks if it's Magneto, Howard answers that their not the New York Police Department and leaves to the car, before telling Logan that he appreciates his help, and he drives off.
Meanwhile, Kitty Pryde gains a scholarship to the Massachusetts Academy, head mastered by Emma Frost Jr. After a day at the academy, Emma Frost forms a kind of bond with Kitty, calling her her favorite student. She invites her to her millionaire husband, Sebastian Shaw's party at his manor. Kitty accepts and goes to the party. When leaving the X-Mansion at night, Wolverine sees her and follows her. When she gets there, Sebastian Shaw and Emma Frost welcome her. Shaw then leaves and assassinates his employer, Carmen Pryde, so that Emma may take Kitty as her daughter. When they try to capture her. Logan goes to Shaw's second party at his manor and sees Kitty as he exits. He tries to save her but is tortured when Frost uses is able to make him remember his past. Emma and Shaw then go to the desert with him and dump him there. While at the desert he meets director of S.H.I.E.L.D., Nick Fury, who tracked him down so that he could destroy the Hulk. Wolverine then asks if they could talk about it over a drink when suddenly something blurs past them and Logan is suddenly can't move. Then Magneto, his son Pietro Lehnsher, who he calls Quicksilver, and Erik's daughter who he met shortly after he found Pietro, Wanda Maximoff, who he calls Scarlet Witch came and Magneto asks Logan "what are you doing out here Logan?" and he replies "I was dumped out here by some Blonde and her husband, I think his name was Sebastian Shaw." Quicksilver and Scarlet Witch are then about to attack when Magneto says "Pietro, Wanda, come with me." Qucksilver then says "But dad, we can take them." and Magneto replies "We must go after Shaw, I can't let him get away." Qucksilver then says "yes father." Magneto then says to Logan "Which way did he go?" Logan then points in the direction he went and Magneto heads off. Nick Fury then takes Logan from the desert with the S.H.I.E.L.D. helicarrier. They are dropped off near a bar and Nick Fury says "There's a bar up ahead, I'll meet you there." Nick Fury then heads off to the bar while Wolverine contacts Ororo Munroe knowing how much she cares about Kitty and tells her how she was captured by Sebastian Shaw. She then goes to ask Beast about this, for she once heard him say the name Sebastian Shaw. When she asks him about Sebastian Shaw, he tells her how Shaw was an evil mutant who killed Magneto's mother. He also tell her that he was killed by Magneto and thanks to him Xavier and Magneto became enemies. Storm then tells him that he is somehow still alive and he has kidnapped Kitty Pryde. he then wonders how this could be. Meanwhile, Magneto finds Shaw who greets him. Magneto then says "I thought I killed you." and Shaw replies "You killed the real Shaw Erik, I am sort of a clone, but I am still just as powerful as the original, maybe even more powerful." Magneto then goes to attack him and Emma tries to stop him. He easily defeats her and him and Shaw battle, with Shaw coming out victorious. Shaw then says "Erik Erik Erik, do not blame me for what the original Shaw did, I am not the same person as him, maybe we could even work together in creating a world without humans." Magneto then says "And how do you plan to destroy human kind?" and Shaw replies "Simple, I have stolen William Stryker's Sentinel blueprints and I plan to create a new version of the sentinels with them, one that destroys humans instead of mutants." Magneto then decides to join forces with him so that they can destroy human kind. Meanwhile Wolverine enters the bar and talks to Nick Fury about hunting down the Hulk. After talking with Fury, Logan accepts and is taken to a location where S.H.I.E.L.D. tracked the Hulk down to. There, Wolverine finds only a normal person. Wolverine then tells him he is with S.H.I.E.L.D. and asks if he has seen the Hulk. The man then transforms into the Hulk and they battle. Wolverine defeats Hulk and is about to kill him, but Hulk is able to send Logan flying by hitting him with a tree. He then escapes and and Logan tells Fury that he couldn't beat Hulk and that he escaped. Logan then returns to the X-Mansion and tells them about how Magneto has his powers back. The mutant Beast then examines a sample of the cure which reveals that the cure is only a temporary cure. Meanwhile, all mutants that were cured and kept in prison regain their powers and free themselves. When they get outside, Magneto and Shaw are waiting for them. The mutants go with them and reform the Brotherhood of Mutants. Magneto and Shaw are then also met by Sabretooth and Toad who is now scarred all over from the lightning blast from Storm. The two reveal that they survived their confrontation with the X-Men and went in search of Magneto and the Brotherhood. Years later they were cured and imprisoned with the other mutants. Back at the X-Mansion, Beast decides to recruit some more X-Men so that the X-Men will be able to beat Shaw. He sends Storm to ask if Nightcrawler would return, Wolverine to ask Cyclops' brother Alex Summers if he would join the X-Men, Ice Man to ask Afro-Brazilian soccer player, Robert da Costa if he would join the X-Men, and Rouge (who has regained her powers) to ask a theive named Remy LeBeau if he would join the X-Men. After she meets Remy, Rouge starts to fall in love with him but doesn't know if she should break up with Bobby, for they barley have a relationship any more. Nightcrawler returns to the X-Men and Alex, Robert, and Remy join the X-Men under the aliases Havok, Sunspot, and Gambit. Suddenly, Shaw, Frost, Harry Leland and Mr. Sinister attack the X-Mansion, and Shaw has Roberto da Costa join the Brotherhood. Meanwhile, Wolverine is called to the S.H.I.E.L.D. helicarrier by Nick Fury and Phil Coulson, as they try to capture Hulk. Hulk was tracked down to Canada. Logan is then sent after Hulk again alongside Hawkeye. After finding Hulk, the two battle him and Wolverine is almost torn in half, but Hawkeye shot an arrow with knock out gas at Hulk and the two bring him in to S.H.I.E.L.D. and Wolverine returns to the X-Men. In the end, the sentinels attack the city and the X-Men battle them. They use Bruce as a distraction of the Hulk, as it's able to destroy the sentinels, while the X-Men go on to fight the Brotherhood who they also defeat. Wolverine and Storm battle Shaw who reveals that he has created clones of Cyclops and Jean Grey and makes them battle the two X-Men, only for the real Cyclops to emerge to kill his clone.It is then revealed that to create the clones of Jean and Scott, Shaw needed more of their DNA, so he was able to bring them back to life to use as a source for DNA he can use to create clones. Wolverine, Cyclops and Storm are able to defeat the clones and rescue Kitty Pryde, but Magneto and the rest of the Brotherhood realize that Shaw was almost killing a little girl who remembers he killed his mother, so Magneto turns on Shaw, as well as Emma Frost and the rest of the Brotherhood and Jean who was used as the Black Queen under the control of Mastermind, but Jean was able to control it, and she and Mastermind are both killed. Kitty and Cyclops put on their costumes, Wolverine, Beast, Cyclops, Colossus, Storm, Gambit, Emma and Magneto battle and confront Shaw. While Kitty and Quicksilver go to Shaw's lab and shut down the Sentinels, and Kitty did that by phasing the controls. Shaw was grabbed by Beast, but Shaw threw him on the ground and killed him, and then he went to Magneto and battled him, Cyclops blasted him, Shaw absorbed it, but Cyclops had it growing stronger and it vaporized Shaw as it phased through his cloning machine. And his building is destroyed, which killed Leland, after Sinister left him, with something in his suitcase, as well Selene. Then the Brotherhood and the X-Men followed the Hulk, whom suddenly loses control, and starts savagely attacking the X-Men and the Brotherhood, Hulk was about to crush Cyclops, but Emma saved him, and tends to him. Wolverine tells the X-Men to let him deal with the Hulk. Wolverine and the Hulk suddenly clashed, Hulk was growing as he was about to kill Wolverine, but Sabretooth saved him, but he then turned on Wolverine, seeing this as a chance to finally destroy him and the two battled with Wolverine coming out victorious as he stabbed Sabretooth in the chest and cut off his head. Then Betty Ross came and tend to Hulk calming him down. Hulk reverted back to Bruce Banner, Magneto tells the X-Men they might not meet as enemies, but as allies. Back at home, the whole X-Men attend Beast's funeral. After the funeral, Storm and Kitty discuss with Kitty's mom that she might try to be careful of dangers. Meanwhile, Scott and Emma talk to each other about Jean, with Scott thinking that he might miss Jean, Emma comforts Scott, as they kiss and afterwards, Alex walks in and tells Scott he is glad to have his brother back. Meanwhile, Logan talks with Fury about Bruce, that he might calm his nerves in S.H.I.E.L.D. They shakes hands, and Fury gives Bruce Avengers membership again and then leaves. Meanwhile, Sinister is in Egypt, with the script of his true master.
In the mid-credits, Pietro got home and confronts Phil Coulson, who talks to him and Wanda about joining the Avengers.
In the post-credits, Thor Odinson woke up in a palace with pictures of his father. And confronts Selene, who is sitting in Odin's throne, explaining this is a pleasant surprise, and starts morphing into someone he knows, his brother, Loki, who welcomes him home. To Be Continued...