Of all four movies in the series thus far I rank this one as a close 2nd behind X-Men: United. With the first X-Men coming in 3rd (and yes, I won't even mention the 3rd movie (I just did didn't I :-)). The acting is excellent (you can really empathize with each of the main characters), the character motivations are well thought out and, the use of the mutant powers are logically integrated into the story narrative and not gratuitous. And the score by Henry Jackman is awesome, especially Erik/Magneto's theme.