At the very least, whether you decide for or against Powell's score, its sheer complexity will impress you. Almost every moment of the score is overblown in its underlying emotion. Roaring action pieces defy your ears with their frenetic pacing and orchestration, tragic interludes pour on the harmonic resonance with unashamed beauty, and thematic statements abound with easy, in-your-face identification. While the explosive action cues will attract many listeners, the development and use of the three themes are the real treat of the score. Powell's title theme is immediately introduced with whimsy by strings in "20 Years Ago" and is launched into your expected super-hero form in "Bathroom Titles." A fast-moving bed of somewhat stereotypical snare and timpani yield to the highly layered brass theme over what could be a record-setting use of gongs and cymbal rolls, rattles, and crashes. This theme would occupy most of the playtime in the first half of the score, during which Powell provides some of its more interesting variations in volumes that your ears will appreciate. The secondary theme of X-Men: The Last Stand, and perhaps its highlight, is introduced with great care in "Whirlpool of Love," and this rhythmically elegant theme for the "Phoenix" character would eventually overshadow the rest of the score in its full performances (over the same percussion as the main title theme) in "Dark Phoenix's Tragedy" and "Phoenix Rises." A third theme, one of remembrance and hope stands out from the rest of the score in "The Funeral" and the opening of "The Last Stand." Its sorrowful, deliberate strings are a 180-degree turn from the remainder of the score, though effective in their own right. Each of these three thematic elements will remind you of other film scores, and perhaps not negatively, but the similarities may bother some listeners. Powell's title theme uses pacing and percussion techniques that borrow some of the contemporary "coolness" of Danny Elfman's hero themes (and Spiderman most notably). The slightly ethnic structure and instrumentation of the Phoenix theme will recall the Mummy franchise. And the theme of sorrow for strings seems most heavily influenced by John Barry's trademark string layers and Jerry Goldsmith's "Trees" theme from Medicine Man.

Other motifs exist in X-Men: The Last Stand, too, including one introduced in the third cue and reprised in the final suite; if you listen with enough intent, you can hear that Powell's usage of thematic ideas in the score is extremely intricate. The score's only significant detraction is caused by Powell's apparent attempt to weave all of these ideas into an incredibly complex tapestry that often involves layers upon layers of both harmonic and dissonant sounds at once. The action pieces in the latter half of the score are impressive in scope, but tiring to the ears after a while. Whether or not you can readily enjoy these cues likely depends on how carefully you attempt to identify each line of performance in the whole. If, for instance, you decide to follow the activities of the four flute players, you could go mad trying to keep up with their nearly chaotic activities, fluttering about wildly like pesky insects above each action piece. The various percussive elements seem to suffer from Attention Deficit Disorder at times, with layers of drums, an anvil, the ever-present cymbals/gong, and the array of light metallic percussion all making your head whirl with independent, seemingly random performances. If you instead step back from the score and tune out the individual lines as a method of being sucked into its overall product, then X-Men: The Last Stand could be a more enjoyable listening experience. It's a score more ambitious in rendering than any in Powell's career, with a dozen orchestrators and arrangers, a huge ensemble, and a choir, and Powell seemed intent on utilizing every last player whenever he could. He seems to do well balancing that fine line between rowdy action music and mere noise, with the score tending towards the former in most cues. But there will be justified listeners who will hear nothing more than incongruent rhythms and disjointed performances within sections, and they'll disregard X-Men: The Last Stand as the product of a composer attempting too hard to inject power into an already impressive concept. Fantastic in its thematic development, relentless pacing, and complex orchestration, this score sounds like its franchise predecessors on steroids. Someone should have tested John Powell for Orchestra Growth Hormone after writing this one.  ****   @Amazon.com: CD or Download