X-Men

In a German Concentration camp in occupied Poland during 1944, a young Magneto is separated from his parents as they are herded into the camp. In a moment of panic and horror, the boy reaches out and begins to bend the metal gates of the camp with the power of magnetism before being knocked unconscious. Many years later, in Meridian, Mississippi, a young girl named Marie kisses a boy and sends him into a coma. In Congress, Senator Robert Kelly attempts to pass a "Mutant Registration Act", which would force mutants to publicly reveal their identities and abilities. Dr. Jean Grey speaks against the act, but is balked by Kelly. Magneto begins his plans to level the playing field between mutants and humans. Marie, now calling herself Rogue, is on the run from her home and heads to a small town in Canada, where she meets a cage fighter calling himself Wolverine. As the two head off down the road, they are attacked by a mutant called Sabertooth, an associate of Magneto. Cyclops and Storm arrive and save Wolverine and Rogue. When Wolverine regains consciousness, Professor Xavier explains that Cyclops and Storm are part of a group of mutants who are trying to seek peace with the human race, educate young mutants in the responsible use of their powers, and stop Magneto from starting a war with humanity. Professor X promises to help Wolverine discover his lost past, as well as determine why Magneto is after him. Rogue, in the meantime, has begun to make friends at school and a boy named Bobby shows a romantic interest in her.

Meanwhile, Senator Kelly is abducted by Mystique and Toad, and brought to Magneto, who tests a machine on Kelly that artificially induces mutation. Kelly, thanks to his new abilities, manages to escape imprisonment, and he eventually washes up on a beach. After an accident causes her to use her powers on Wolverine, Rogue is convinced by Mystique (disguised as Bobby) that Xavier is angry with her and that she should leave the school. Professor Xavier, using his mutant locating device called Cerebro, locates her at a train station and sends Cyclops and Storm after her. Mystique, still disguised as Bobby, infiltrates Cerebro and sabotages the machine. Wolverine arrives at the station ahead of the other two and convinces Rogue to stay with Professor Xavier. While Sabertooth and Toad attack Cyclops and Storm inside the train station, Magneto reveals who he was truly after by kidnapping Rogue. Xavier confronts Magneto during his escape, but allows him to leave after Magneto threatens to kill the police that have surrounded the building with their own guns. Senator Kelly arrives at the school, in a rapidly deteriorating condition--his body is rejecting the forced mutation and now disintegrating at the cellular level. Professor Xavier reads his mind and learns of Magneto's mutation machine, which draws power from Magneto himself, severely weakening him in the process. Xavier realizes that Magneto plans to use Rogue's ability to absorb other mutant's abilities on himself, this way Rogue can power his machine. Kelly's body is rejecting the mutation and he soon dies. Knowing he must prevent this from happening to anyone else, Xavier attempts to use Cerebro to locate Rogue. Mystique's sabotage causes Professor X to fall into a coma. Jean fixes Cerebro and then uses it herself. She discovers that the machine is on Liberty Island, leading the X-Men to the conclusion that Magneto intends to mutate the world leaders who are meeting for a summit on nearby Ellis Island.

The X-Men arrive to stop Magneto as he sets up his machine atop the torch of the Statue of Liberty. They are immediately confronted by Mystique and Toad. Mystique and Wolverine become separated from the others, as Toad takes on Storm, Cyclops and Jean, with considerable success; kicking Cyclops into a side room, launching Storm into the second floor of the building and nearly killing Jean with his sticky slime which he spits onto her face as she held him with her telekinesis. In the end, Mystique attempts to ambush Wolverine by disguising herself as Storm, but Wolverine recognizes her scent and stabs her. Storm eventually overcomes Toad and electrocutes him with a bolt of lightning. Just as the group arrives at the top of the statue, Magneto and Sabertooth incapacitate the group and continue with their plans. Magneto transfers his powers to Rogue who is forced to use them to start the machine. Wolverine breaks free and initiates a fight with Sabertooth. Wolverine is thrown over the side of the statue and Sabertooth redirects himself to the group to finish them off. Wolverine returns, and Cyclops, with Jean's help, blasts Sabertooth out of the statue. With Jean stabilizing him, Storm uses her abilities to send Wolverine to the top of Magneto's machine. With time running out, Wolverine attempts to stop the machine and save Rogue, but Magneto, now having regained some of his strength, halts Wolverine's claws. Cyclops manages to find a clean shot, wounding Magneto and allowing Wolverine to destroy the machine. Placing her hand to his face, Wolverine succeeds in transferring his regenerative abilities to a dying Rogue. Professor Xavier recovers from his coma, and the group learns that Mystique is still alive when they see her impersonating Senator Kelly on a news broadcast. Xavier visits Magneto in his plastic prison cell, and the two play chess. Magneto warns his friend that he will continue his fight, to which Xavier promises to always be there to stop him. Xavier checkmates Magneto and leaves