Of course, that may not come as too much of a surprise, considering it's been realized by a director (Bryan Singer) known for making story-driven, not action-impelled, movies. His smartest move here is trying to strike the right balance between character interaction and fight sequences, both of which are done well.

Singer has also made the most of a limited budget — $70 million, far below that of most summer-blockbuster films. And the film looks like it cost a great deal more than that.

He also benefits from his cast. The performances are surprisingly good, particularly those of McKellen, Stewart, Paquin and Jackman — whose work here should make him a star. (The sole exception is Berry, whose all-over-the-place accent is a minor annoyance.)

"X-Men" is rated PG-13 for comic-book action and violence (including some hand-to-hand combat), partial nudity (supermodel Rebecca Romijn-Stamos' revealing makeup), a few crude references and a handful of profanities. Running time: 103 minutes.

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