X-2 is the far more successful followup to the original x-men, making use of what that earlier film setup and smartly dismissing its lesser qualities. Technically it keeps the characters that did not quite work in the original film, but it reduces them in the right way actually. That is it still uses them for something, but limits the use in an effective fashion. The film shines most by embracing Wolverine even more, and though it does not go full blown comic book it disregards that pseudo apologetic tone found in the first film. The funny thing is it has a bit more fun with the concept, particularly in the character of Nightcrawler, even though it removes the needless winking to the audience. It instead finds its more humorous moments within character moments. The film though still by and large has a technically a darker tone, though never too dark. In it's effective exploring not only the potentially dangerous qualities of the mutants, but also the equally dangerous human reaction. The film thrives with its far better use of villains. Magento comes to life much more this time around by having him mostly a supporting anti-hero with a few well placed moments of true villainy. It's main villain in Brian Cox's Stryker, is a proper scene stealer, as per usual for Cox, but it goes a bit further through the relationship developed between the man and Wolverine. Just about everything is a fine improvement over the original. The action is superior, the characters are better realized, and the story if far more engaging almost throughout. I say almost because the one weakness the film does have is in its final scenes where it unfortunately sets up the third film. More on that later.