Some of the things that stood out to me are:
1.) Every time Magneto uses his power, he looks constipated.
2.) Pyro's a great character who should have gotten MUCH more screen time. Oh yeah, and he's hot. (no pun intended)
3.) Famke Jennsen does quite a good job considering her character is so incredibly inconsistent from one moment to the next (as well as with everthing that happened in X1 and 2.)
4.) X-Men fans (and comic book/film fans in general) should sign a petition banning Halle Berry from ever coming back as Storm.
5.) Patrick Stewart does his best but this script MANGLES Xavier. He would NEVER tell Wolverine: "I don't need to explain myself, least of all to you." Even if you never read the comics, the brilliant and compassinate Xavier who tried to help Logan in X1 and 2 is nowhere to be found here.
6.) Even though Kelsey Grammer is a joy as Hank McCoy, it's Hugh Jackman that ultimately and pretty much single-handedly saves this film.
Amazing performance, even with this shoddy script. Even with bad one-liners a la Batman and Robin, lines like "G-d help us!" and
7.) It's really the core group of actors (Hugh, Kelsey, Anna, James, Ian and Famke--even with Ian's over-acting) that make this film come to life. The directing is just a notch above terrible. Maybe not Michael Bay terrible, but action-movie lame just short of Bad Boys. If this guy had directed Spider-Man, fans would be baying for his blood. The truth is that I've seen episodes of the original X-Men animated series that were far better directed than this. Sorry to say it, but that's how I feel.
8.) I would worship 20th Century Fox forever and ever if they just thanked Ian politely, gave him a check, let him go and hired James Woods as Mr. Sinister. Yup, I would.