X2 — **** — Hugh Jackman, Ian McKellen, Patrick Stewart, Bryan Cox, Famke Janssen, Rebecca Romijn-Stamos, Alan Cumming, Halle Berry, Aaron Stanford, James Marsden; rated PG-13 (violence, profanity, vulgarity, brief drugs, brief gore, brief partial nudity); see "Playing at local movie theaters" for complete listing of local theaters.

At the risk of sounding repetitive, you can count the number of really good superhero movies on one hand. And you can count the number of really good superhero movie sequels on one finger — "Superman II," which is, arguably, a better movie than the first "Superman."

Surprisingly, the action-packed "X2" (a k a "X2: X-Men United") might also be better than its predecessor, and that 1999 box-office hit wasn't bad.

In fact, "X2" makes a strong case for being the best superhero movie ever. It's exciting, thrilling and, best of all, it's got brains and a heart. And it never feels as long as it is, 124 minutes. (However, parents should be warned that the film is a great deal more violent than the first.)

"X2" finds the good mutants of Xavier's School for Talented Youngsters facing a number of different threats. While Wolverine (Hugh Jackman) is in Canada, trying to uncover his past, the others are in search of Nightcrawler (nearly unrecognizable Alan Cumming), a blue-skinned mutant who has tried to kill the president.

As a result, the commander in chief has given free rein to William Stryker (Bryan Cox), a military scientist who invades Xavier's school and captures several students. But what he really wants is Cerebro, the device with which Professor Xavier (Patrick Stewart) stays in touch with every mutant on the planet.

That forces the good guys — those who have managed to stay free, at least — to join forces with their old foe, Magneto (Ian McKellen). Not that any of them should trust him. Especially since he's being aided by the shape-shifting Mystique (Rebecca Romijn-Stamos).

Kudos to director Bryan Singer here. He's managed to pull off quite a feat this time around, considering that he has nearly a dozen lead characters and an equal number of supporting characters.

Also, the complaints that some of this material is too inside are absolute hogwash. You don't have to understand every in-joke to enjoy the movie. But those who are well-versed in the comic will be delighted by each and every one of them.

Others will be thrilled by the terrific action scenes, some of which are pretty brutal (particularly the encounter between Wolverine and a clawed assassin played by Kelly Hu).

Like Singer, the cast is also assured, especially Jackman, who not only carries most of the action, he also gets some of the better wisecracks this time around. On the supporting side, Cox is effective as the villain-you-know, while McKellen is quite charismatic as the villain-you're-not-sure-about.

"X2" is rated PG-13 for wall-to-wall action violence (including gunplay, stabbings and explosive mayhem), occasional use of strong profanity, some sexual humor, brief drug content (use of tranquilizers), brief gore and brief partial male and female nudity. Running time: 124 minutes.

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