Better than the first movie-better story (though more characters to juggle), way better effects, and just overall a lot of fun. It does have some pretty iffy violence (such as the fight between Deathstrike and Wolverine), but the only other concern is 2 brief sexual scenes, both involving Mystique. In the first, she seduces a security guard in order to help her boss Magneto escape (the scene is mostly suggestive). She also impersonates Jean, so she and Logan have a passionate make-out scene until he finds the scar he gave her. Other than those concerns, it's ok for kids 12 and over-the sequence with Logan stabbing guards left and right is non-bloody but a little disturbing since it's dark. I only heard the use of the s-word and 2 4-letter words , so language is mild. But the film has really good role models since one character sacrifices herself for others, and the other mutants are portrayed as putting others lives before their own wellfare. The villians in the film are clearly bad, though with the exception of Deathstrike, we don't actually see them get any punishment for their deeds (magneto and his cohorts get away and take one rebel mutant with them). Overall though a great film, though over 11 is recommended.