In December of 2005, CBR News (along with other journalists) had the opportunity to visit the set of "X-Men: The Last Stand" in Vancouver, Canada. We chatted with several members of the production throughout our guided tour (led by a Fox Studio representative), and during the final part of our visit, we were even allowed to watch the filming of a scene that involves Magneto and Wolverine.

The scene takes place in front of a huge, life-size replica of the Golden Gate Bridge (a portion of it, in any case). The bridge is a mangled mess, with cars and girders twisted into the set piece. For this scene, Magneto (Ian McKellen) uses his magnetic powers to pin Wolverine (Hugh Jackman) to the ground.

For this take, only McKellen is visible on camera, but Jackman does his part and performs opposite him to aid his performance. He even lies down and rolls around in the dirt as Magneto supposedly spins Wolverine around magnetically. The performances on both ends are fantastic. It's even more impressive when one considers that the temperature is hovering around 30° F, and it's snowing.

In addition to the fun of watching the cast and crew work, we had a chance to sit down for a Q & A session with Director Brett Ratner and actors Hugh Jackman, Ian McKellen, and Halle Berry (who plays Storm in the film). We all gathered in a makeshift tent on a soundstage. Everyone in the production seemed to be in good spirits, despite the cold temperature. Ratner, McKellen and Berry were all dressed in parkas and gloves, while Jackman just had on his X-uniform and a sweatshirt.

I suppose all of the cast were particularly thankful in this weather that their incarnation of the X-Men wore leather instead of spandex.

Once everyone in the room was settled and semi-comfortable, CBR News and the other journalists let the questions roll…

Some background information necessary for this interview: Bryan Singer (director of the first two "X-Men" films) started out as the film's initial director, but then left to direct this summer's "Superman Returns." Matthew Vaughn ("Layer Cake") then signed on and continued development, but left the project as the shooting date drew near. Finally, Brett Ratner ("Rush Hour," "Red Dragon") jumped on with six weeks left before shooting began. MODERATOR: Brett, with Rush Hour, you built your own franchise from the ground up. You were there from the beginning and put your own stamp on it. X3 is something really different from that. You joined a train as it was well underway. The question I had was - why? What did X-Men mean to you and why did you want to come aboard at this late hour? Brett Ratner: Well, I was such a fan of the X-Men series. I was talking about this with Hugh the other day and he said, "You probably made history! You've directed more movies with a '3' at the end of them than any other…" And even though "Red Dragon" didn't have a "3" in it, it was the third in a series. But the benefit I had with "Red Dragon" was that I had three different movies that existed - "Manhunter," "Hannibal" and "Silence Of The Lambs" - that were in the same genre, but very different movies. More so with this movie, I had two films that existed with one director - which he created a fantastic tone for - with some of the best actors in the word. So I thought, "Oh, this is going to be an easy job." Little did I know…

We're in December, in Vancouver, in the freezing cold. But the truth is, I'm such a big fan of what was established, and I knew that if I stuck to the tone of the other movies and to the formula - and we had all the actors coming back - that it was going to be so much fun for me and a huge challenge as well, because I've never done a visual effects movie before.

Can you pinpoint a specific element that you put your personal stamp on, once you came aboard? BR: Yeah, like I said it's been very important to me to stick to the tone that Bryan and the actors have created. My input really has been just trying to make a more emotional film - a film with more heart and more pathos. So I wanted to try and tell a story and act as if this movie is the third in a series, and not re-invent it - not make it a Brett Ratner film - but stay with the formula that's worked in the past and add more heart. I'm a very emotional guy - I like feeling something in a movie. And the audiences care about these characters so much that it was important to me to try and stay true to who they were.

MODERATOR: Hugh, it was six years ago, at an event not unlike this, that we brought some press out here from the Sci-Fi and genre world to meet you. You were shooting in an abandoned beer factory or something? In Toronto…Hugh Jackman: It was the pub scene, wasn't it? Yeah, I remember it…

We had never met you before, obviously, and the thing that impressed me so much about you was your incredible enthusiasm for the film - for the character. How do you maintain that the third time around? How do you keep it going? HJ: Well, Ian's been doing this a little longer than me - the acting business - but I've been acting for ten years, and you get a sense when you're in a role and you have a movie with a story that you don't want to let go of. You see "X-Men" 1 & 2 and as soon as they're finished, you think, "We could have unlimited movies with these characters."

These characters can go any which way - and for me as an actor, it's an amazing part. I think that Wolverine is one of the great parts, not just in the comic book genre, but also in any kind of action movie. And I love playing him and it's a challenge. And with Brett on board…he pulled all the actors aside and said, "Our job in the third one is not only to round out the series, because we're paying off things which have been sown in X1 and X2, but we're getting to take the stakes much higher than they've ever been - emotionally, we're getting to go much further than we've ever been."

So it's a challenge. For me, if you're going to play and role and do it again, you want to do it better. You want to take it further and want to show more and I think we have the best script to start with of any of the three. So really, that's the long answer to say that it was easy for the passion to be there. And I feel blessed to have the role.

For each of you, how have your characters changed between "X-Men 2" and "X-Men 3?" As far as powers, as far as personality…Halle Berry: Well Storm has one now! [Laughs] The movie for me is still very much an ensemble. That's one of the things I really love about it, and why I love working on "X-Men." But this time my character of Storm - not that she's there any more than she ever was - but when she's there, she's really saying something. She has a definite point of view. And that's been really wonderful for me, and I know that Brett has been instrumental in making that happen.

Just finding a voice for the character - I think I've struggled with that over the years. I was very much a part of the character, but not really sure myself what voice Storm was taking from the comic books, because it didn't always materialize in the script for me. But this time it definitely does.

BR: And she gets to fly in this one!

HB: And I get to fly! That's another Brett Ratner (gift). Yeah, I do get to fly this time.

Ian McKellen: I don't think my character changes. I think he stays very much as he was before. It's the eternal argument between the two people involved in civil rights, whether they are Malcolm X and Martin Luther King, or Magneto and Xavier. That's the theory, at any rate. So basically, that's the story being retold as it's retold in the comics. I think Magneto's very much as he was - a troubled individual. I'm constantly asked what's it like to play a villain, but I've never met an actor who thought of a character he was playing as a villain - it's boring. Have you ever met a villain? What does that mean?

There are lots of villains going around in the world - people doing stupid things. But to say they're villainous? And they might be villainous, but a villain? As if there's no motive for their behavior. Magneto's got plenty of motive and attitude and political nous. You might think he's doing the wrong thing, but you'll probably come the worst of any argument with Magneto on this issue. Unless you were a mutant, of course.

HJ: He's a little sexier in this one, though…

IM: I wanted to keep that as a surprise. [Chuckles]

Did you feel the need to make Brett "comfortable" when you first worked with him?

Brett is the most fearless man you're ever going to meet. He came on relatively late and said to me, "I'm thrilled because I'm inheriting a great script. It's a great jumping-off point." And he was like, "Let's go!" right from the beginning. So Brett…well, if you go to a party, Brett's the last guy you need to make sure if he needs a drink and he's okay. He takes over and runs the place pretty much on his own very quickly.

I think what's great about Brett is that he's very much at home on a movie of this size and this scale. [Looks to Ratner] In every way, I don't feel that you're daunted by it. I don't know if he's had any secret fears, but I think he's enjoyed being with the cast and we've enjoyed having him.

BR: When I'm alone in the bathroom, I throw up occasionally, but otherwise…

IM: People probably think, "Oh, I see what happens with these…" Well, I'm not going to use that dreadful "F" word that you [our moderator] used about the film. These are films. And to call them a "franchise," as if we're in the business of just making money, I think is an insult to everyone involved, including the audience. We're telling a very important story. And because we're telling it with the same characters three times over just means that the story is worth telling three times over.

If you're looking for a totally different view of X-Men - which would be perfectly possible - our view of the X-Men is quite other than the style of the comics and of the television spin-off. So it would be possible that Brett would be going way down off the Singer-path. And I've been very impressed that you [looks to Ratner] decided that you absolutely didn't want to do that, because you'd enjoyed so much what Bryan had done. But Brett has had the advantage of a script that we all agree is superior from the start to the previous two, and has a very intriguing hook that gets you involved immediately and emotionally with the characters.

But we have the advantage, this being the third time around, of not having to introduce everybody. No wonder Storm didn't have much to do, there were twenty people all fighting to get on the screen. I think things have relaxed a little bit, haven't they? And it's a little bit more indulgent, and Magneto has a bit more to say than he did in the last movie.

Brett, should this film be looked at as the third part of a trilogy, or as just another story in a continuing series of stories? BR: Well, you know, because I feel so reverential towards the first two, I'm not re-inventing anything that's already been done. But I am informing some back story that maybe you hadn't seen, but makes total sense in light of the first two [films]. And we are paying off some of the arcs of the characters and resolving some of the story arcs. I don't think it's the final arc to be done. I think there's a lot of opportunity to go further with it.

Because I'm referring to the first two movies, I'm making sure that we're consistent with the first two movies as far as the characters are concerned and what they went through. Bryan and these actors have created the universe, and there are these rules that come with that universe. And I'm not going outside of those rules, but I am looking to show the audience something that kind of pieces it all together. Like, "Oh! That's why in the first movie, they were in this location…" So it kind of all pays off. So, in that sense, maybe it is a trilogy. I'm not saying that Fox wouldn't make a fourth or a fifth X-Men though.

IM: And it can be quite unnerving when you're just going about your business of acting, and a director comes along and says, "Don't you remember what you did in the first film?" Gandalf intervened and I don't remember! [General laughter] So Brett has been bringing us back all the time, sometimes like a schoolteacher with naughty children…

BR: It's like déjà vu for me, except I wasn't there the first two times! It's so weird…

Are you deliberately setting things up in this movie that might be paid off further down the line? BR: Well, you know, I don't have a contract to do X4, and it depends on the performance of this movie if they ask me to come back. But the truth is that I am introducing some characters that I know Fox is going to go, "We've gotta put Kitty Pryde in X4! We've gotta bring her back!" I'm introducing little things - I just love planting these little seeds - and bringing things into this movie that, for one reason or another, Bryan wasn't able to bring in. Things that only the hardcore fans would know about - that wouldn't make a difference to the average moviegoer. For instance, like the Fastball Special. I don't know if I can talk about that… [Smiles and shrugs his shoulders as he looks at the Fox rep]

But stuff like that - stuff that the fans are going to be cheering about that, for one reason or another, they weren't able to make it into X1 and 2.

Hugh, obviously from film to film, your confidence has grown. What effect does that have on your character? HJ: As an actor? Well, I hope like in anything in life, the more shots you have at it, the more confidence you get - the more you learn and the better you get, so I don't want to set myself up for failure. But hopefully as an actor, I can bring a little more to it. I have an interesting progression for the character in this one in that he's "archetypally" the reluctant hero.

And much of [the series] has been "Will he join the X-Men? Will he be part of it?" And that's not so much the case in the third one, but more of what role will he play? Will it be an issue of leadership or not? Will he be a real team player? It's not so much, "Is he part of the X-Men?" That's kind of a given at the beginning of X-Men 3. There's a lot at stake in this movie. There's going to be a lot of shocks in store for the fans.

IM: For those of us who get really close to Wolverine, we have to admit that his hair is getting even more gorgeous… [Laughter]

Brett and Halle, what kind of story arc did you want to put in the film for Storm? BR: Well, as Halle mentioned, when I met her the first time and I said, "There wasn't really a huge presence for you in this movie as far as a personality was concerned, and I want to really define who you are and give you a point of view." Because there are two issues in this movie - there are political issues and an emotional storyline and I wanted to define where you [looks to Berry] - this character - stands in these issues. And I just love photographing Halle Berry. [Grins]

So I wanted to put her in the movie as much as I could. But, to give Halle a lot of credit, when we first talked, she was like, "Look, I don't care about giving me a lot of dialogue, but when I'm on screen, I want it to matter. I don't want to just be there." So I kind of went through the script and looked at the opportunities to enhance her character and give her more of a point of view and a perspective and a purpose. It's hard, like everyone said, to pay off twenty different characters in a film. width="230" height="98" alt="" align="right" border="0">

But Halle, I think, understands more going into it, who she is - what her reason for being in each scene is. Because when there's twenty people standing around, it's hard…that's the hardest thing - to just stand around [in a scene] listening [to other characters] and not knowing what you're doing or what your point of view is. So at least in her mind - I'm speaking for you [looks to Berry, who nods in agreement] - at least she understands what her purpose and her motivation is in each scene.

Is there a romantic "thing" involving Storm? BR: With me? No. [General laughter] I can't divulge that. But fans of her character are going to be excited because she has much more to do in this movie...

Be sure to read the second part of this interview-- to published a bit later today-- where the director and cast discuss the film's new characters and comic book roots. Plus, find out what caused Halle Berry to lose her lunch!

CBR's coverage of the "X-Men: The Last Stand" set visit is co-produced with help from our friends at Comics2Film.com.