Pooh's Adventures of X-Men 3: The Last Stand is another upcoming sequel to be made by Billy2009. It will appear on Google Drive in a near future.
Twenty years ago, Professor Charles Xavier, using an injected serum to walk properly, and Erik Lensherr, wearing a disguise to conceal his wanted identity, meet young Jean Grey at her parents' house to make her aware of her powers, temporarily forging this partnership as a means of catching up on old times but also to prepare themselves for the coming war with one another. Ten years later, the industrialist father of Warren Worthington III discovers his son is a mutant as the boy tries to cut off his wings.
In the present, Worthington Labs announces it has developed an inoculation to suppress the X-gene that gives mutants their abilities and makes them different from other humans, offering the "cure" to any mutant who wants it. The cure is created from the genome of a young mutant named Jimmy, who lives at the Worthington facility on Alcatraz Island. While some mutants are interested in the cure, including the X-Men's Rogue, many others are horrified by the announcement. In response to the news, Lensherr, now known as the X-Men's adversary Magneto, reforms his Brotherhood of Mutants with mutants who oppose the cure, warning his followers that the cure will be forcefully used to exterminate the mutant race.
With help from Mystique and Pyro, Magneto recruits Callisto, Caliban, Avalanche, Juggernaut, Sauron, and Multiple Man to his cause, though Mystique takes a shot of the mutant cure aimed at Magneto, leading him to abandon her, though strangely enough he doesn't seem rather distraught by this. Meanwhile, Cyclops, still emotionally distraught over the loss of fiancée Jean Grey, drives to her resting location at Alkali Lake. Suddenly, a figure resembling Jean appears to Cyclops but, as the two romantically kiss, "Jean" starts disintegrating her lover. Psychically sensing trouble, Xavier sends Wolverine and Storm to investigate. When they arrive, the two X-Men encounter telekinetically floating rocks, Cyclops' glasses, and what appears to be an unconscious Jean. Cyclops himself is nowhere to be found.
When they return to the X-Mansion, Xavier explains to Wolverine that, when Jean sacrificed herself, an eldritch being from across the stars known as the Phoenix Force was attracted to Earth by her demise, and created a copy of Jean's body to serve as its host shell in walking the Earth towards completing its plan of global annihilation, culminating his revelation with the fact that a certain space alien telepath told him this. Wolverine doesn't believe him at first, and simply rebuffs back that maybe Jean's just confused and that her powers are malfunctioning due to her previous sacrifice, but, once she begins to stir, Wolverine realizes in a vision from Cyclops' soul that she was the one who had killed Cyclops and really isn't Jean Grey after all. The Phoenix, realizing the jig is up in its infiltration of the mansion, awakens, knocks out the heroes, and escapes to Jean's childhood home to stew in its continuing metamorphosis due to a familiar connection with her doppelganger.
Magneto learns of the awakening of the Phoenix Force through Caliban, and the X-Men arrive at the Grey home at the same time as the Brotherhood. Magneto and Xavier vie for the Phoenix's loyalty with Xavier telling xer that xe can make a new mission in life and that it doesn't have to destroy the Earth, while Magneto tells the ancient alien that it has the choice of doing of doing whatever its core tells it is right, just as long as it is directed in a proper manner. Ultimately, the Phoenix Force chooses to side with Magneto, simply because as she tells Xavier that she's not like the real Jean and doesn't want to live the controlled life led by her other. No sooner does she state this, xe destroys the house and disintegrates Xavier before leaving with Magneto.
The Brotherhood decides to strike Worthington Labs, with Magneto using his powers to dislocate the Golden Gate Bridge and connect Alcatraz to the San Francisco mainland to facilitate the attack. As a result of all this, Storm wants to give up the fight and concede to Magneto's forces, and Wolverine begins to despair over losing Jean for good, but Nightcrawler returns to become the spiritual center for them both and urging them to look past their faults and rise up to save the day in the end. The X-Men regroup, now joined by Angel and Nightcrawler after getting some time to know them more, and led by Beast for his actions in the past, and confront the Brotherhood, despite being significantly outnumbered, and arrive just as the military troops, who thus far had been neutralizing the attacking mutants, are being overwhelmed by the Brotherhood.
During the fight, Beast injects Magneto with the cure, nullifying his powers, and Kitty Pryde and Jimmy save themselves from Juggernaut's attack. Army reinforcements arrive and attack the Phoenix Force, who uses its powers to obliterate the troops, then decides that because its played a pawn for too long, its shall resume its mission to destroy the Earth in fulfillment of its passionate rage towards all of existence. As the Dark Phoenix's attacks begin to destroy the facilities and mutants at Alcatraz, Wolverine realizes that, due to his healing factor, only he can approach the Phoenix and stop its plans once and for all. Wolverine approaches it, only for the soul of the real Jean Grey to possess her evil clone and beg her friend to kill it so that the dark madness will end. Wolverine fatally stabs the evil sorceress-eldritch elemental demon with help from the Keyblade's powers of light, stopping the devastating force for good, but mourns the permanent demise of what remained of Jean, even if it was just a replica. Still, the facilities are collapsing around them and the X-Men are trapped with no way of escaping. Thankfully, they are saved at the last minute by Rogue, who, despite having lost her powers, has finally learned how to properly pilot the Blackbird, and flies the group just in the nick of time back home.
Sometime later, Xavier's school is still operating with Storm as headmistress, and the president of the United States appoints Beast as ambassador to the United Nations. Rogue reveals to Bobby Drake that she has taken the cure, while Magneto sits alone at a chessboard in a San Francisco park. As he gestures toward a metal chess piece, it wobbles slightly, suggesting that his powers are returning.
In a post-credits scene, Dr. Moira MacTaggert, daughter of the original Moira, checks on a comatose patient who greets her with Xavier's voice. Startled, she replies, "Charles?"
- The storyline continues in Winnie the Pooh Fights With The Wolverine.
- Skipper, Kowalski, Rico, and Private, Arthur Read, Francine Frensky, Muffy Crosswire, Buster Baxter, The Evil Queen, Prince Hans, and Prince Charming will guest star in this film.
- It is different from BowserMovies1989's Pooh's Adventures of X-Men: The Animated Series.