After watching this film for the second time (first was at the theatre), I'm trying to figure what went wrong. It worked fine as an average action/superhero flick. But I think it was more in the vein of Daredevil than Spiderman, as far as quality goes. It just looks rushed, like lots of dough was spent on some scenes. Some scenes, however, look absolutely cheap, almost tv-movie like. I'm not just talking special effects, either. Dialogue, pacing, even some of the lighting seemed amateurish. I'm not sure it's totally director Brett Ratner's fault, either. To say he can only direct mindless action, such as the Rush Hour series, is unfair. Red Dragon was, in my opinion, much better than Ridley Scott's Hannibal, and just slightly second to Jonathan Demme's Silence of the Lambs. Even though there were some cheesy, by-the-numbers Capra-lite sappy moments in The Family Man, he still pretty much made it work. I think X-3 suffered from a combination of rushing to get it finished, having new writers involved in the franchise, and trying to keep it under a 2 hour running time. There were also lots of new characters this time around, and that's always a problem to try to introduce them all properly with their own storyline. It totally has the same feel to me that Jurassic Park 3 had. Give us a non-stop adrenaline rush for a little over an hour-and-a-half so we don't realize there's not much fresh story here. The dvd presentation sorta sucks as well. X-2 was released in a feature-rich two disc set. This time, we have to spend more money for a double disc presentation with, half the stuff they're getting overseas in the standard edition! I settled for the bare bones, single disc. The DTS-ES 6.1 audio is pretty sweet, and is probably the best part. The picture looks good, but not the best I've seen from a new release. This edition also features some alternate endings, and filmmakers commentaries, which I haven't checked out. I'm not really trying to review it, I'll leave that to the proffessionals (you know who you are). Just wanted some opinions on what y'all think went wrong.