In the near future, when children are being born with a special X-Factor in their genes giving them special powers and making them "mutants", the seeds of a new Holocaust are being sown by Senator Robert Kelly. The situation brings fellow mutants and former friends Erik Lehnsherr, a.k.a. Magneto, and Professor Charles Xavier into opposition. While Xavier seeks to stop the hatred toward mutants peacefully, Magneto seeks to even things out with a machine that would speed up the mutation process in all humans, making everyone equal. To stop Magneto, Xavier brings together a special group of mutants called "X-Men" to stop him. In the meantime, 2 mysterious mutants, one named Logan, a powerful and agressive mutant with no past, no memories, and a young girl named Rogue emerge. Their quests for identities eventually land them in the sights of Xavier and Magneto, but for what purpose?