For the third X-Men film, John Powell picked up where John Ottman left off (who had continued on from Michael Kamen's score for the first installment). Powell created new themes but somewhat retained some of the rhythmic ideas featured in the previous film scores, most notably in the X-Men "march" rhythm and a development of the "love" theme for Jean (represented by the superb Phoenix theme). Parts of the Jean/Phoenix theme are used in several variations to represent the beauty and destructive power of the Dark Phoenix, Jean's uncontrollable, near-omnipotent alter-ego. The Jean/Phoenix theme is presented in a uniquely-glorious version as she kills Xavier and also when she fights Logan at the ending climax. These pieces are rightfully heralded as some of Powell's best film cues ever.
Some of the intertwining themes in the score include the following:
- X-Men theme: Zig-zagging upwards in 4 phrases (3rd phrase somewhat quotes a previous X-Men theme motif), then a syncopated rising-falling B theme and ending fanfare.
- Phoenix theme: Sweeping and romantic theme, fateful and epic.
- Phoenix "flange" motif: a somewhat droney, flanging wind texture, representing the dangerous dark power of the Phoenix.
- Alcatraz motif: short, fateful rhythmic motif, often paired with the Phoenix theme.
- Golden Gate Bridge fanfare: soaring brass fanfare.
|1||1:10||20 Years Ago||Xavier and Magneto arrive at Jean's home in the suburbs (X-Men theme in high strings becoming inviting and friendly).|
|2||1:09||Bathroom Titles||0:00: Worthington finds his young son Warren in the bathroom with feathers around his feet. He realizes his own son is a mutant. |
0:23: Main titles over montage of lab work and DNA imagery (march into X-Men theme).
|3||2:40||The Church of Magneto||0:00: (Alternate) Magneto warns a gathering of mutants that the government will exterminate them. He finds some allies and begins building his new army.|
|Raven Is My Slave Name||1:16: Mystique is held behind bars in a moving trailer truck. She alters her appearance several times to taunt the guard and then threatens to kill him. Hank's helicopter arrives at Worthington labs to meet the "cure" (ends with hint of Alcatraz theme in high strings).|
|4||2:37||Meet Leech||0:00: Hank is taken to Leech,
who can suppress mutant powers.|
0:43: Hank is moved when he sees his reverted non-furry-blue hand.
|Then Off To the Lake||1:19: Scott rides a motorcycle
to Alkali Lake in search of Jean (X-Men theme variation in brass).|
1:49: Scott hears Jean's voice. In frustration he eye-blasts the surface of the lake.
|5||2:04||Whirlpool of Love||0:00: A whirlpool forms in the
lake and an explosive blast knocks Scott off his feet (Phoenix theme begins). Jean appears before him and they
embrace. Jean takes of Scott's glasses
and tells him that she can control his optic blasts now. He slowly opens his eyes and they
1:55: Suddenly Scott becomes "negatively affected". Back at the school, Xavier is suddenly struck with alarm.
|6||1:12||Examining Jean||The X-Jet arrives at Alkali Lake (X-Men theme fragment in low brass). Logan and Storm encounter bizarre physical phenomena (Phoenix flanging wind motif). Storm disperses the mist.|
|7||1:28||Dark Phoenix||(Alternate mix) Back at the school with an unconscious Jean, Xavier explains to Wolverine that he had put psychic dampeners in Jean's mind to control her "Dark" Phoenix personality. Logan is upset that Xavier has played with Jean's mind. He leaves as Xavier continues trying to repair the psychic barriers he had put in Jean's mind.|
|8||2:34||Angel's Cure||0:00: Warren arrives at his father's lab. After being strapped down, the doctors
prepare to give him the cure injection. |
1:38: He changes his mind and breaks free. He flies out the window (Golden Gate bridge fanfare). Leech sees Warren in the sky soaring away.
|9||1:39||Jean and Logan||Logan looks on as Jean suddenly wakes up and grabs his arm. A seductive Jean flirts with Logan (Phoenix theme begins in ethereal choir).|
|10||1:45||Dark Phoenix Awakes||0:00: Things heat up, but Logan
eventually stops her. When he mentions
Xavier, Jean becomes menacing and taunts Logan (brief Phoenix flanging texture).|
1:02 Logan asks Jean about Scott and Jean changes back to her "good" Jean personality.
|11||1:09||Rejection Is Never Easy||Jean has a flashback about the lake and starts psychically tearing apart the room. Jean begs Logan to kill her before she kills again. The Phoenix persona resurfaces and blows the door off the room as she escapes.|
|12||2:05||Magneto Plots||0:00: (Alternate) In his underground lair, Magneto
examines the "cure gun". One
of his mutant allies (Callisto) informs him that she senses Jean's newly-reawakened power (Phoenix theme). |
0:46: At the school, Logan tells Xavier that he thinks Jean killed Scott, and Xavier worries that she may already be too strong to be stopped. They rush to Jean's parents' house.
1:35: Xavier runs into Magneto outside of Jean's parents' home and they approach together, as the X-Men and Magneto's mutant allies wait outside.
|13||1:18||Entering the House||They find boiling water tanks and floating objects (swirling strings, Phoenix flange texture), and then Jean. They each try to engage Jean to their cause. Jean/Phoenix becomes angry.|
|14||3:18||Dark Phoenix's Tragedy||0:00: Jean starts causing more
psychic destruction as Xavier tries to convince her to calm down and let him help her. |
0:34: The X-Men engage Magneto's mutants.
1:18: Xavier engages Jean in a psychic battle (Phoenix theme developed). Jean levitates the house, as well as Xavier's wheelchair. Xavier begins smoking.
|15||0:30||Farewell to X||Xavier exhorts Jean to resist, and is then disintegrated.|
|16||2:52||The Funeral||0:00: Magneto finds Jean alone
and they leave together (somber Phoenix theme variation in strings). Logan and
Storm find Xavier's empty wheelchair in the destroyed house and grieve.|
1:08: Xavier's empty wheel chair pans to his funeral on the school lawn, as Storm delivers the eulogy (romantic variation of X-Men theme in strings/brass).
|17||1:12||Skating On the Pond||Bobby takes a depressed Kitty to a pond so that she can ice skate (playful variation of X-Men theme in high winds). Rogue sees them and becomes upset.|
|18||2:57||Cure Wars||0:00: Bobby and Pyro have a
confrontation in front of a Mutant Cure demonstration. Pyro attacks a building.|
0:55: Magneto makes ultimatums on TV. The President considers his next move. He decides to go to war with Magneto's army.
1:45: Military forces amass at the Worthington cure manufacturing facility. Rogue gets in line for the cure.
|19||3:06||Fight in the Woods||0:00: Logan tries to track down
Jean in the woods. He fights Magneto's mutant guards and dispatches them (X-Men theme developed in brass).|
1:40: As Magneto rallies his mutant army, Logan locks eyes with Jean (Alcatraz/Phoenix theme). Magneto pins Logan to a tree. He tells him that Jean is with him willingly, and then magnetically propels Logan away.
|20||3:03||St Lupus Day||0:00: Magneto makes plans to
attack the Worthington cure lab on Alcatraz.|
0:20: Logan returns to the school and asks for help. The X-Men prepare to defend the Worthington lab.
1:03: Logan rallies the nervous, younger X-Men. Storm hopes that Logan will be ready to do what's necessary when the time comes. They launch in the X-Jet (brief X-Men theme march).
2:25: Inside the jet, the heroes think silently to themselves (soft, reflective X-Men theme in strings).
|21||1:16||Building Bridges||Magneto halts traffic on the Golden Gate bridge (militaristic rhythm with brass and brief Phoenix flange texture).|
|22||1:15||Shock and No Oars||Magneto magnetically lifts the bridge into the air and re-positions it to connect to Alcatraz.|
|23||4:36||Attack on Alcatraz||0:00: Magneto and his army
approach the Worthington lab. Soldiers
engage them with Cure guns. |
1:40: Arclight takes out the plastic weapons with a shockwave. The X-Jet approaches. Magneto's mutants invade the base.
2:35: The X-Jet lands on the roof of the lab (X-Men march and B theme developed). Storm uses her lightning on Magneto's army to create a clearing. Logan has the X-Men form a line to organize the defending soldiers.
3:42: Magneto's forces charge and engage the X-Men (X-Men theme developed).
|24||0:31||Massacre||Juggernaut heads into the crowd to search out Leech within the lab. Kitty pursues him.|
|25||4:20||The Battle of the Cure||0:00: Kitty handles
Juggernaut by making him chase her.|
0:51: A small team of Magneto's mutants attack the lab staff, including Worthington and the female lab technician.
1:34: The X-Men continue fighting outside (X-Men themes developed).
1:51: Worthington is dragged to the roof. Kitty meets Leech. They trick Juggernaut into running into a wall and knocking himself out.
2:40: Wolverine, Colossus and Beast form a plan to take out Magneto with the Cure. Colossus propels Logan towards Magneto to distract him. Beast hits Magneto with cure syringes from behind.
3:10: Magneto loses his powers and falls. He calls out to Jean. Logan and Jean's eyes lock, as Logan tells her that "it's over" (relaxed Phoenix theme). Unfortunately soldiers arrive and shoot at Jean but she destroys the cure-bullets.
|26||4:21||Phoenix Rises||0:00: Jean rises into the air
and begins disintegrating the soldiers (and causing general destruction to Alcatraz Prison) (Alcatraz theme).|
1:06: Logan realizes that he's the only one who can stop the Dark Phoenix (Phoenix theme developed with drums/chanting female choir). Destruction continues and water spouts erupt around the island.
2:28: Logan approaches Phoenix, as his mutant powers enable him to resist Jean's destructive power (sweeping Phoenix theme).
3:04: Phoenix asks if Logan would die for "them", and he replies that he would for her. Logan kills Phoenix/Jean. The water spouts fall as Logan feels grief.
|27||5:29||The Last Stand||0:00: Jean, Scott and Xavier's
graves are visited by Kitty and Storm (pastoral X-Men theme development begins).|
0:42: Bobby finds that Rogue has returned but without her mutant powers ("cured"). Storm greets Leech as he enters the school, and Logan watches the TV report as Hank becomes a diplomat for humans and mutant-kind. The camera pulls back over the destroyed Golden Gate bridge and into the sky (Golden Gate bridge fanfare).
2:50: Magneto is seen playing chess, as his powers seemingly begin to return.
3:26: End titles: X-Men march theme.
4:05: Main theme coda (transition)
4:28: Slow march intro to Phoenix theme
4:50: Phoenix theme