Most games based on movies tend to rely too much on the popularity of the movie. The side-effect of this is less focus on the game-play. As a fan of the X-Men movies & comic books, this game had a high expectation to live up to. Story-wise, the game takes place between X-Men 2 and X-Men 3. Without spoiling any plot details, it includes a From the start of the game, you find out one of the negative things about this game. Instead of full motion video cut scenes or highly detailed 3D models, we are subjected to comic panel cut-outs. The 3D models as you play the game are decent, but it would've been nice to at least use game play models for the cut scenes. Gameplay-wise, it leans on the weak side. Playing as Wolverine, its nothing more than a button mashing brawler. On the other hand, Iceman & Nightcrawler have some interesting yet limited controls. Nightcrawler's game-play is a mixture of teleporting around obstacles, using exploding enemies to defeat other enemies, and basic button mashing brawling. When you play as Iceman, it's somewhat similar to a dog fighting. You never really stop moving on the "ice slide" you travel one, unless you run into something and fall, and primarily use your lock-on attack to freeze targets. Not surprisingly, Achievement Points mainly revolve around the completion of each character's upgrades, the tutorial, and the story. There's one problem I have with the achievement points of X-M:TOG. Upon completion of the tutorial like mission, you get zero point achievements labeled "...has been accepted by the Xavier Institute for Higher Learning". Not only is it pointless to have a zero point achievement, but, movie-wise, was "accepted" to the school before the movie story-line started. Wolverine isn't a student of the school. And Nightcrawler, was only involved in the movie story-line because of Stryker. We find out thru the story of the game why he's not in X-Men 3. Overall, the game is mildly fun. While it's not a game I would buy for myself or anyone I respect, but it's okay for a weekend or two if you have GameFly.