spoiler to follow...
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ok, you know the part where azazel is about to off beast and then mystique tells him to stop by pretending to be shaw???

HOW THE HELL DID SHE KNOW WHAT SHAW LOOKED LIKE!?!?!?!?!? WITH THE GAWDDAMN HELMET ON EVEN??!?!?!

immediatley i was like "WTF?" in the theater.

other things that i felt were off the mark included:
- the score. really, i thought the music was pretty bad and actually distracted me quite a bit in some scenes.
- magneto's costume at the end. awful. serious i though it looked ridiculous which is strange considering the blue and yellow costumes didn't look as bad as you would think.
- did riptide even say one word? not necessarily a misstep, just weird.
- january jones was a terrible casting choice. i thought her acting was really bad.
- same as rose byrne. she came off so wimpy and not very agent-like.
- angel. other than being nice to look at that was a weird choice of characters. i hoped they would somehow pull off something cool, but really it was a hot chick spitting loogies.
- already mentioned, but yes the pacing is too quick.
- anyone else find it strange that one second mag tells mystique to get the hell out and the next he's kissing her. plus the fact that she was there in the first place. didn't make sense at all. i mean, yes beast just totally called her an ugly freak, more or less, but they never hinted strongly at the magneto/mystique relationship so it just kinda came out of nowhere.
- also with magneto, why in the flying fuck did he not try to kill shaw in the beginning. shaw just offed his mom and mag has a huge outburst destroying the room, killing two guards by crushing their skulls, but doesn't even try to hurt shaw??!!?!?!? again, WTF?!?!?!

overall i was entertained, but it didn't blow me away like i hoped. one thing i was thinking about is for the next movie i wonder if they will replace any of the returning characters with new actors. banshee and havok for instance look really young. guess it depends on how far in the future it takes place.