The continuity between the first X-Men film and X2 is extremely tight. In the first movie, Xavier tells Wolverine of a base where he might finds some answers to his mysterious past so in X2, Wolverine is at the base, searching for elusive answers. There are some great moments in X2 that wouldn't make much sense if you hadn't seen the first film. At one point, Magneto makes a crack about Rogue's hair which upsets Rogue (Rogue got her white streak when Magneto almost killed her in the first film). At another point, Mystique morphs into Jean Grey and teases Wolverine. Wolverine realizes it is her when he discovers the scars he gave her in the first film.
This tight continuity lends much credibility to the second film and allows it the leisure of taking its time with its characters. So, even though the cast swells to include secondary characters such as Colossus, Jubilee, Kitty Pryde, William Stryker, Jason, Nightcrawler, and Lady Deathstrike, it doesn't feel over-full. Instead, there are a fair number of character moments in this action sequence. Storm and Nightcrawler discuss faith. Wolverine finally has that kiss with Jean. Iceman's family reacts in disgust when he reveals he's a mutant. Cyclops and Wolverine sob openly when Jean dies. Putting character before action means that when the action does go down you care about the heroes involved.
Speaking of action, there are some fabulous action sequences in this movie. The opening sequence with Nightcrawler infiltrating the White House (as seen from the point of view of the guards) is frantic and punches home why humans would be afraid of mutants. Wolverine's best moment in any film is when he's defending the X-Mansion from Stryker's forces. His berserker fury is epic in its bloody, primal and violent glory.
The one black mark this film has its the death of Jean Grey/ the Phoenix. The sequence is cumbersome and leaves the audience with a lot of questions. Even the characters ask themselves, "Why didn't she get on the plane," but the answer given ("She made a choice,") is a weak one and gives no real explanation. Here we have a mutant powerful enough to energize/repair a plane but she couldn't be on the plane when it took off? It just doesn't make much sense. Still, fans loved that the Phoenix saga was being realized in film (even if the origins of the change were murky at best... there's a reference to the first X-Men film's Liberty Island sequence but an explanation of how or why this changed Jean and no other mutant present is never given).
By all standards, X2 is a fantastic film, outdoing the original.
1LR REVIEW - 18 out of 20! It's a Solid Hit!