Photos: Everett Collection, Disney ; Illustration: Dillen Phelps

“At least we can all agree the third one’s always the worst.”

So says Jean Grey (Sophie Turner) on her way out of Return of the Jedi with her mutant peers Cyclops (Tye Sheridan) and Jubilee (Lana Condor), in a 1983-set scene from X-Men: Apocalypse. It’s clearly an in-joke, but on who? Most likely the target is X-Men: The Last Stand, the third installment in the X-Men series released almost exactly a decade before Apocalypse, over Memorial Day 2006. Back then, director Bryan Singer wanted extra time to make Superman Returns in between X2 and the third installment; Fox went ahead without him, hiring Matthew Vaughn and then, when he quit, eventually Brett Ratner to work on a compressed schedule.

The result was a movie that mostly looked like the Singer X-Men movies but mostly felt like a Brett Ratner picture, to the extent that’s something you can feel like. The movie felt like it was made not just on the clock but in a panic, rushing to force-wrap the series as a “trilogy” in under two hours. On the strength of the previous films, The Last Stand was a big hit and the series persisted, with Wolverine spinoffs and a prequel series that merged multiple casts with the well-liked Days of Future Past, which saw Singer return to the franchise. (Vaughn, for his part, did get a chance to direct an X-movie, with the terrific first prequel, First Class.) Apocalypse, then, was Singer’s follow-up to Future Past – and as the third film to focus on a younger Charles Xavier (James McAvoy), Magneto (Michaeel Fassbender), and Mystique (Jennifer Lawrence), it’s also a threequel of sorts, something that must not have escaped the attention of the filmmakers at the time.

So was Singer making a self-deprecating dig disguised as a shot at the movie he didn’t make? A catty remark that he assumed in his hubris simply wouldn’t apply to him? An addled joke even he didn’t get, or maybe wasn’t even on set for, given his reputation as erratic and frequently absent? However the line was meant, it seemed important to him, or someone. The X-Men: Apocalypse Blu-ray release features a deleted montage of the characters frolicking at the mall in all its ’80s-set glory. It’s a delightful little sequence, seemingly cut for running-time reasons. The representative moment chosen to show that the kids went to the mall was that 30 seconds of threequel-bashing.

Cyclops is basically correct either way – though not about Return of the Jedi. X-Men: The Last Stand is indeed the worst of the first three X-Men movies, and X-Men: Apocalypse was the weakest of the three prequels through that point, though the ’90s-set Dark Phoenix, which confusingly re-adapts a storyline attempted in The Last Stand, was still to come and would knock that right out. If going out of your way a decade later to bash The Last Stand might seem like bad form, well, maybe that’s just making up for its years of lucky breaks, where strong box office (and a deluge of other, better X-movies) kept Ratner’s movie from becoming a go-to example of a superhero movie disaster.

In the back half of the 2000s in particular, X-Men: The Last Stand never seemed to garner as much fan disdain as Sam Raimi’s overstuffed (but mostly quite good!) Spider-Man 3, the shlocky Nicolas Cage version of Ghost Rider (the sequel kinda rules!), or those Fantastic Four movies. And, OK, it’s more watchable than Fantastic Four: Rise of the Silver Surfer, because this is still a movie where Hugh Jackman plays Wolverine, Halle Berry plays Storm, Ian McKellen plays Magneto, and so forth. The movie also adds a pre-transition Elliot Page as Kitty Pryde, who gets a fun chase scene with Vinnie Jones as Juggernaut. As far as bad movies go, I’ve seen X-Men: The Last Stand a lot of times, swept up in various X-Men series rewatches.

That’s how I know this movie deserves worse than its middling reputation. It’s a Ratner-fied all the way, coarsened at every step. Character deaths are hasty and, in the case of Cyclops, left so far offscreen that they become unintentionally ambiguous; a plot turn of cosmic grandeur (Jean Grey resurrected as the all-powerful Phoenix) is staged largely in a generic forest; thorny, complicated issues like a “mutant cure” (adapted from a strong then-recent comics storyline) are raised and discarded carelessly. A series that thrives on little grace notes temporarily opts for scenes where Japanese tourists gawp in confusion at fantastical X-Men antics, or control-room government dumbasses quip “hell hath no fury like a woman scorned” about Mystique betraying Magneto. Everything is just a bit dumber and cheaper; it’s a classic case of a sequel costing more than some of its predecessors, and looking worse because it has no time or interest in character development, mood, or thematic underpinnings.

X-Men: Apocalypse is nearly as ill-regarded – maybe more so, because it wasn’t nearly as big a hit and has a certain Saturday morning cartoon garishness that was pretty far out of style eight years into the MCU. But this also means the movie – whether via the since-disgraced Singer, his production sub Simon Kinberg, or second-unit director Brian Smrz (a veteran of the X-series action sequences) – is unafraid of bright, bold colors that sometimes appear to be banned (or least frowned upon) by modern Marvel. Apocalypse positively glows with the pink-purple power set of Psylocke (Olivia Munn), the orange radiating highlights in a scene at the factory where Magneto (Fassbender) works under a new identity, and four-different blue-skinned (or blue-fur) characters, including the titular ridiculous villain played by Oscar Isaac. Compare the high-contrast lighting, negative-space framing, and cross-location cutting in a scene where Charles Xavier (McAvoy) communicates telepathically with Magneto – basically just a dialogue exchange – with any given equivalent scene in Captain America: Civil War, which came out a few weeks earlier in all its cement-shaded glory. I’m not saying X-Men Apocalypse is a master class in any of those filmmaking techniques (and like The Last Stand, it was directed by someone credibly accused of sexual predation), but it’s sure a lot more interesting to look at than much of its competition.

Thematically, X-Men: Apocalypse doesn’t have the same kicky directness as the civil-rights-themed freedom-fighting of the earlier movies. But it does have an ambitiously bonkers take on the nature of superpowers. Apocalypse (Oscar Isaac) wakes up in the late 20th century, absorbs talk of the U.S. and Russia as “superpowers,” and immediately wants to use his own superhuman abilities to reclaim and reshape the world he sees as one gigantic failed state. At one point, he encourages Magneto, whose family was killed at Auschwitz, to exercise his power to level the place, no longer a monument to mankind’s moral failing but a smoking crater to be rebuilt in a grander image of mutantkind. If superhero movies often boil down to power fantasies, this is a strange and provocative one.

Granted, it’s not really as relatable as mutants asserting their right to live free from persecution (and using concentration camps as a reference point in this particular sequence is arguably in pretty bad taste). Apocalypse’s favored techniques also result in a whole lot of CG debris-swirling that mars the climaxes of so many superhero movies. (Later this same summer, Suicide Squad would call itself out for doing the same damn thing.) But Apocalypse at least has inventive ideas about the crazy stuff that overpowered mutants might do. To make another comparison, put the extremely comic-book-y sequence where Apocalypse and Xavier battle it out inside Xavier’s mind against the big action sequence from The Last Stand, where mutants mindlessly charge at each other on a gravel beach. Also, I cannot stress this enough, McAvoy wears a fantastic purple shirt and Jennifer Lawrence’s human-disguise hair looks incredible. (And they aren’t even the characters who get the Apocalypse-sanctioned supervillain glow-up.) It may be a bubblegum version of the ’80s, but again: This is a movie that gives you neat stuff to look at. Why don’t more superhero movies have any discernible aesthetic?!

X-Men: Apocalypse does suffer from a common 2010s addiction to ending movies with the triumphant set-up of an exciting status quo that the series doesn’t have time to actually depict. Daniel Craig “becoming” James Bond several times and then repeatedly attempting to retire; the rebooted Star Trek’s five-year mission; the X-Men forming a publicly known and uniformed superhero team. These are all symptoms of franchise overconfidence, prequeled-out narratives, and a bunch of other stuff that was particularly wrong in Hollywood circa 2016. Would that it were so simple as crafting a trilogy where maybe the third and final installment is slightly disappointing! The Last Stand was a clear demonstration of how outmoded that thinking was, that the vastness of the X-Men world could and should be cut off by some arbitrary rule of threes. The overstuffed and gloriously entertaining X-Men: Apocalypse was a part three, or part six, or part eight for a time of superhero overkill, and at this time in the genre’s history, few were overkilling it better.

Jesse Hassenger (@rockmarooned) is a writer living in Brooklyn. He’s a regular contributor to The A.V. Club, Polygon, and The Week, among others. He podcasts at www.sportsalcohol.com, too.

Stream X-Men: Apocalypse on Disney+