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X-Men 3: Apocalypse is a 2006 superhero film based on the X-Men comic books published by Marvel Entertainment Group. It is the sequel to X2 (2003), as well as the third installment in the X-Men film series, and was directed by Matthew Vaughn. It features an ensemble cast including Hugh Jackman, Halle Berry, Ian McKellen, Famke Janssen, Anna Paquin, Taylor Kitsch, Kelsey Grammer, Jim Cummings, James Marsden, Rebecca Romijn, Shawn Ashmore, Aaron Stanford, Vinnie Jones, Christopher Lee and Patrick Stewart. Written by Simon Kinberg and Zak Penn, the film is loosely based on two X-Men comic book story arcs, "Gifted" and "Apocalypse", with a plot that revolves around a "mutant cure" that causes serious repercussions among mutants and humans, and on the resurrection of the first mutant who unleashes a dark force. X-Men: The Last Stand premiered in the Out of Competition section at the 2006 Cannes Film Festival, and was released theatrically in the United States on May 26 by 20th Century Fox. It grossed approximately $459 million worldwide, becoming the seventh-highest-grossing film of 2006; it was at the time the highest-grossing film in the series, and is currently the fourth-highest-grossing film of the franchise.

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