Zak Penn helped shape the story and script of X2: X-Men United, which took the X-franchise to another level; now, Zak's back and working on X-Men 3, which looks set to continue the exciting series of movies in really big ways. Although he can't discuss the story or any spoilers, Zak spoke with us about writing another mutant adventure. TheXverse: What was the writing process like with Simon Kinberg? Did you each work separately on actual pieces of script after forming a story together? Zak Penn: Given the rush, we worked together in every way possible. Sometimes splitting scenes, sometimes writing them together, sometimes handing each other half finished stuff and having the other complete it. TXV: How do you handle fan rumors and hype? Recently, some sites and fans have posted rumored spoilers that detail entire chunks of the movie; does this call for changes to be made? ZP: You try to ignore the rumors, but we always take into account what the fans say. Simon and I read the board, more to get a sense of people's general feelings, and as fans of the films and comics ourselves. It's frustrating that an early draft leaked, because it wasn't even a draft, just a ninety page document we put forth to get things going. TXV: What is it like juggling so many characters at once and giving them all a share of the screen time? ZP: Difficult. Probably the hardest thing about writing an X-Men movie. You always have to make choices and some people are always going to be unhappy. That said, I think the issue is quality and not quantity. If a character appears in one scene, but the scene is awesome, you've done your job better than if they appear twelve times in the background doing nothing. TXV: What sort of factors influence the decision to include someone over another? Ralph Winter told us recently that Gambit doesn't appear in the movie; do you take into consideration the reaction of hardcore fans whose faves don't make the cut? ZP: Ah, Gambit. I feel bad for all the fans of Gambit, genuinely, but I think they have to put it into perspective. If we DON'T have a great way to introduce the character and do him justice in the context of the larger story, and we already have so many great actors and characters to service, isn't it better to keep him out than do a half-assed job? I know Marvel feels this way. TXV: What are the difficulties in telling the story of these characters and finding ways to use their mutant powers at the same time? ZP: Hard to answer that one. It does make it more difficult. TXV: How much do you keep an eye on the budget for the film, and how does that inform story decisions along the way? ZP: Tremendously. You HAVE to keep an eye on the budget, this isn't a comic book. You have to make hard choices, preferably earlier rather than later. TXV: Do you feel the theme of the film has changed from the tone set up in X-Men and X2 - prejudice, fear, anti-mutant sentiment - with the change of directors? ZP: No. Not at all. This movie goes into some even more psychologically complex ideas, inherently, because of the stories it is telling. But the backdrop of the X-universe will never change. TXV: Do you feel that certain plots or characters were locked in for X3 based on the prior films? How much of a 'blank slate' were you able to approach the project with? ZP: It certainly isn't a blank slate. You have to try to keep telling the stories that were being told. There is certainly room for invention, but when a franchise is as respected and beloved as X-Men, you don't go in trying to turn it on its head. By the way, people seem to conflate dark events occuring with changing the tone, which isn't accurate. X-Men has always been more serious and somber than other titles, that gives it much of its gravity. TXV: We've heard that you've frequently been on set working on scenes as they film. How does this experience differ from other projects you've worked on? ZP: Brett Ratner is one of the most collaborative directors I've ever worked with. As a writer, it is incredible to work with someone who has such respect for the script. He's also ridiculously entertaining, so the set is mostly a blast to be on. TXV: Over time, we've heard lots of casting reports about a whole slew of new characters in the film; can you discuss any of the cameos that feature in the movie? ZP: No, but I will say this. Everyone should take a big step back and chill out about all these set reports. Some characters that are listed on casting sheets are just there to give them a name. Not all these names being tossed around are actually going to be in the movie. I get so tired of reading about how there are too many characters. TXV: Halle Berry says X3 is the third in a trilogy; does everyone else view this as a final film? ZP: Third in a trilogy does not mean the final film. TXV: Anything you want to say to fans who are eagerly keeping an eye on the news for X3 details? ZP: Don't listen to all these people with crazy versions of the script, or ridiculous set reports. Our thanks to Zak for speaking with us!