I, frankly, do not understand why so many people hated this movie ... sure, it's not a brilliant piece of film-making (check out the IMDB "Goofs" page for some technical nit-picking), but it's at least as good as most comic-to-movie efforts, and better than many. Now, I used to read the X-Men comics when I was a kid (mid-60's to mid-70's), and I have a lot of the "backstory" embedded in my psyche, so I'm probably able to "fill in the gaps" better than folks who only know the X-Men from the movies, but there really wasn't anything major that I found objectionable in X3 (OK, with the caveat that Marvel has messed around so much with alternate universes and time-lines that characters appearing long after or dying long before they're "supposed to" is arguably plausible in the "X-Men movie universe").
One thing that did bug me is the coming and going of characters ... one of the first questions that Daugther #1 asked me was "What did Nightcrawler do?", and I didn't have a better answer for her than "he wasn't in this one" (some of Magneto's crew could be excused for perhaps being incarcerated, but Xavier's folks really could use a line or so of explanation as to where the heck they were at such an important time!). Most of my other minor bitches are covered in that "Goofs" page, and one or two of them are doozies, admittedly. My only within-context gripe about Jean/Phoenix is that I kept thinking that they could have done something more dramatic for Phoenix taking over than snagging the makeup F/X of "Evil Willow" from Buffy (frankly, the whole movie rendition of Phoenix seems snagged from Willow "super powerful yet evil" phase)! Oh, yeah, one other complaint ... Bolivar Trask appears as a character in the President's immediate circle (spearheading the search for Magneto), yet this is a generally-speaking pro-mutant administration ... but in the opening sequence in the "danger room" the X-team is going up against a Sentinel ... in the "X-Men movie universe", who created the Sentinels that the X-Men were fighting in their simulator, and why is that the first (and only?) reference to the Sentinels in the movies if they are a threat that needs to be trained against?
X3 does, admittedly, spend a lot more time "inside the characters' heads", with substantial screen time spent on emotional reaction shots, as the characters deal with deaths, betrayals, etc., etc., etc. I don't want to me Mr. Spoilerman, so I'll leave out the details of who croaks (or doesn't?), who opts for "the cure" (oh, I guess I neglected to mention that the core concept of the movie is that a major pharmaceutical company has come up with a "cure" that "suppresses the X gene"), or who might be getting their powers back despite being cured (see the last 30 seconds of the movie for a hint), but suffice it to say, given the mish-mash that the "greater X-Men canon" has become, it's all plausible if one takes the movies as their own little "X-Men universe"!
By the way ... there was an AWESOME trailer before the movie ... it's for an adaptation of the Ghost Rider comics that's starring Nicolas Cage! I can't recall anybody with his resume opting to do a "superhero" role, and you figure that he wouldn't have agreed to the project if the script stank ... so I'm looking forward to that! Oh, and if you look at Stan Lee's page over on IMDB, you'll see a whole slew of other Marvel projects that are currently in production.