X-Men: The Last Stand *** out of ****

Drop the pompous, pick up the popcorn

"The Last Stand" is the first in the "X-Men" series to truly embrace its pulpy comic book roots. It's a fun action picture that sets up its pins and knocks them down without pretending each demise needs its own aria to accompany it. This development may disgust the purists who devoured comic books like every other kid, then decided in their twenties to reimagine those mindless hours as advanced lessons in sociopolitical ethics.

Not that director Brett Ratner, taking over for Brian Singer, completely drops the hot-button issues at play in "X2." He merely dials down the portentious weight of them. Xavier(Patrick Stewart) and Magneto (Ian McKellen) are still at odds. Wolverine (Hugh Jackman) still marches to his own drum. Storm (Halle Berry) still has nothing to do. Rogue (Anna Paquin)is still weird. And the U.S. government is still looking for an answer to the mutant question, and this time it presents a pretty interesting one: Using the DNA of a boy called Leech (Cameron Bright) to eradicate the mutant gene completely. Though "the cure" is optional, Magneto, now a fugitive, sees it as an entryway to a final solution, and intends to stop the production entirely.

Shoehorned into this storyline is the resurrection of Jean Grey (Famke Janssen) as the Dark Phoenix, whose telekinetic powers dwarfs the skills of anyone else, including Xavier, who locked the Phoenix away in Jean's mind when she was a girl. The disaster at the end of "X2" - in which Jean sacrificed her own life to save the X-Men jet - cocooned Jean in the water but destroyed the mental barriers (How? Who knows?). Cyclops (Scott Marsden)revives her. But it's not the same girl who went into that water.

Besides Jean, "The Last Stand" slips a few jokers into its deck. One death is unforeseen, as is one betrayal, and one of the X-Men is hot for the cure. Ratner mostly pulls off the large action sequences, including the 30-minute finale at Alcatraz that begins with Magneto's rerouting of the Golden Gate bridge and ends with a showdown between two lovers.

Unlike Singer, who allows his movies to be edited within an inch of their life, Ratner lets his camera breathe a little. The special f/x aren't as glossy and the lighting isn't as dramatic - the movie looks more like a lush, inky Spielberg picture than the study in primary colors of "X-Men" and "X2" The screenplay by Simon Kinberg and Zak Penn may lack eloquence, but it also isn't so stilted - no Nightcrawler reciting the Lord's Prayer. "The Last Stand" explores the mutants without subjecting them to low-level Shakespeare. Even Kelsey Grammer, who could have turned mutant government official Beast into a Professor Xavier clone, delivers a zestful, light performance. If Frasier can relax, so can you.