PREMIERE's May 2006 issue has two different X-Men: The Last Stand covers to collect. The "red cover, above, features Beast (Kelsey Grammer), Jean Grey(Famke Janssen), and Mystique (Rebecca Romijn). The "blue" cover, below features Angel (Ben Foster), Storm (Halle Berry) and Wolverine (Hugh Jackman).

The rise of Dark Phoenix and the development of a "cure" for mutancy have left the X-Men and the brotherhood more polarized than ever. It's up to director Brett Ratner, taking over from Bryan Singer, to turn their Last Stand into the franchise's most rousing installment yet.

When a filmmaker compares his big summer movie to “a freight train,” you might guess that he sees himself as an engineer skillfully guiding a barreling behemoth toward its final destination in multiplexes.

In the case of X-Men: The Last Stand, however, Brett Ratner at first felt more like the guy running alongside, just trying to jump aboard. “The train was already moving,” says the director, who was brought onto the project a mere eight weeks before the start of production. “And if it wasn't me [directing], it was going to be somebody else.”

Just a couple of years ago, Fox, Marvel, and the makers of the X-movies would have told you there was nobody else for X-Men but Bryan Singer. But after directing the series' first two installments, which grossed more than $370 million, Singer abruptly defected in July 2004 for rival superhero event project Superman Returns. It had seemed to be full steam ahead for the franchise after an X2 coda that clearly implied X3 would tackle the comics' classic “Dark Phoenix Saga,” in which a resurrected Jean Grey (played by Famke Janssen) sees her awesome psychic powers spiral tragically out of control. Among comics fans, the tale is as revered as the origin stories of Superman, Batman, or Spider-Man. With Singer's exit, studio anticipation had suddenly turned to anxiety.

“I found out from [Fox chairman] Tom Rothman, who was in New York to see me doing The Boy From Oz on Broadway,” recalls Hugh Jackman, who plays Wolverine. “He came backstage afterward, and his face looked ashen. I said, 'What's the matter?' 'I just found out [at intermission] that Bryan's not doing X-Men 3.' ” Laughing, Jackman adds, “I thought he just really didn't enjoy the show.”

Still, X-Men's producers had an idea for duplicating the franchise's formula with surprising precision. They brought in Matthew Vaughn, whose hepcat gangster-flick credits-directing Layer Cake, producing Lock, Stock and Two Smoking Barrels and Snatch-read like Singer's unlikely pre- X-Men résumé, when The Usual Suspects was his calling card.