MPAA ratings have always been Wolverine’s arch-enemy. The character, played by Hugh Jackman over the course of 17 years and eight previous movies in Marvel Comics’ X-Men universe, is a mutant berserker whose most prominent weapons are razor-sharp metal claws, plus the feral drive necessary to use them. But the PG-13 ratings on the X-Men franchise installments have limited what directors were willing to show onscreen. Slashing weapons do horrible damage to human bodies, but the movies have always been coy about positioning the doomed mooks Wolverine takes out, concealing the wounds and dropping the bodies offscreen.

That ends with Logan, the first R-rated Wolverine feature, and the first to openly, even lovingly focus on the character bisecting heads and punching through skulls. Inspired by Deadpool’s immense financial success, Fox authorized director James Mangold (who also helmed 2013’s The Wolverine) and his crew to go hard-R on Logan, reportedly the last film to feature Jackman in the Wolverine role. In terms of graphic violence, profanity, and even a few stray seconds of female toplessness, they embrace the rating fully. It’s an intense, brutal film, full of sudden waves of bloody mayhem. But the real brutality isn’t in the severed limbs and heads, it’s in the film’s overwhelmingly dark emotional content. This is by far the grimmest the X-Men series has ever been. There’s no cute Stan Lee cameo, no Deadpool banter or “You’re a dick” jokes. Just exhaustion, resignation, and a steady march toward the end of this particular branch of the X-storyline.

But Mangold and his co-writers (The Wolverine and Minority Report screenwriter Scott Frank and American Gods writer/showrunner Michael Green) have managed something that’s been frustratingly rare over the past decade-plus of grim-n-gritty superhero takes: they earn the tone by developing a rich, even nuanced emotional landscape around their characters. And they show a rare commitment to the theme by taking their story to an uncompromising, even horrifying finale. Plenty of recent superhero films dabble in grimness seemingly out of a feeling that it makes wish-fulfillment hero-fantasy more serious and adult. Logan tells an actual adult story about despair, decay, and death.

The characters are worn and weary from trauma

The film is set in 2029, at a point where the X-Men appear to be gone, and no new mutants have been born in 25 years. (The film never explains the first point, though there are some subtle, discomfiting clues that have nothing to do with Sentinels or supervillains.) Logan, a.k.a. Wolverine, is working as a limo driver under his original name, James Howlett. He’s aging badly: his unbreakable adamantium skeleton is slowly poisoning him and his mutant healing abilities are failing, leaving him heavily scarred and in chronic pain that he medicates with alcohol and anger. He mostly spends his time scrambling for money to support his old teacher, Charles “Professor X” Xavier (Patrick Stewart, returning to the role he’s played on and off since 2000), now a feeble, declining man in his 90s, unable to fully control his body or his powers. Also playing house with them: Caliban (longtime Ricky Gervais partner Stephen Merchant), a pale, sun-sensitive mutant with an extraordinary ability to scent and track other mutants. Like Logan and Charles Xavier, he’s worn and weary from traumas both clear in his situation, and unspecified in his past.

Ben Rothstein, 20th Century Fox

Caliban makes it clear that their life of hiding in an abandoned, isolated refinery can’t last: Charles Xavier’s health is declining, and he’s dependent on illegally acquired medication to hold back violent seizures that cause his powers to run amuck. Then Logan is drawn into a conflict between an organization called Transigen and its experimental subject X-23, also known as Laura (Dafne Keen), who has a great deal in common with Logan. Soon the characters are on the run together with Transigen’s cyborg security honcho Donald Pierce (Boyd Holbrook) in pursuit, backed by Zander Rice (Richard Grant), the son of the man in charge of the original Wolverine project.

Star Wars fans may see Logan as the Force Awakens of the X-Men franchise

Logan was loosely inspired by the Mark Millar comics series Old Man Logan, though Mangold’s team takes virtually nothing from Millar’s storyline except the idea of a grizzled old version of Logan navigating an ugly post-X-Men future. Other cinematic touchstones are much more apparent. Mangold uses clips and quotes to draw a pointed comparison between Logan and the protagonist of Shane, the 1953 Alan Ladd Western about an aging gunfighter whose attempts to settle down with a family lead to tragedy. The “tired man travels cross-country with an endangered child” plot mimics both Children Of Men (with all the despair, though without the bravura no-cut combats) and Midnight Special (with all the spooky-kid action, though without the Spielbergian wonder). A deeply creepy moment with Laura’s classmates closely recalls the 1960 horror classic Children Of The Damned. And Mangold has said in interviews that another touchstone was Darren Aronofsky and Robert Siegel’s 2008 drama The Wrestler, starring Mickey Rourke as an aging bear of a man trying to come to terms with his past as his broken-down body betrays him.

But for Star Wars fans, another close parallel may come to mind. Logan is the Force Awakens of the X-Men franchise, a conscious play on audience nostalgia that passes the franchise torch to a younger generation while respecting and admiring the older one. Laura and her contemporaries pass around X-Men comics as if they were holy writ, and they regard Wolverine as a legend — not necessarily one too revered to tease, but certainly a figure of fascination and fear. Late in the film, one kid stares at Logan while clutching a Wolverine action figure, dressed in the bright yellow Spandex suit the films have always mocked and dismissed. These kids are like Rey meeting Han Solo for the first time in The Force Awakens, and finding out that their legends are real — and that they’re sadly fallible, fragile, and human. Like that film, Logan embraces all the emotions a generation of filmgoers may have about Wolverine and the X-Men, but it also pointedly moves them offscreen, in favor of a new crop of potential heroes. (A Logan sequel hasn’t been green-lit yet, but Mangold has already said he’s interested in pursuing the story as a franchise.)

20th Century Fox

That tender humanity gives Logan much more power than the bloody mayhem of the fight sequences. The heart of the film is the tortured relationship between Logan and Charles Xavier, who resent and need each other in equal measure. Their relationship is marked by profanity and insults, and by Logan’s roughness and resentment. But Jackman brings across a deep, sullen affection for the old man that undercuts all Logan’s gruff fury and refusal to play hero. Stewart, for his part, turns Professor X into a heartbreaking figure, on the verge of disintegration from age and trauma, and prone to sentimental obsession over Laura. He’s midway between a doddering grandfather and the leader he used to be, and Mangold and his co-writers eke every bit of epic tragedy out of how far he’s fallen, from a world-shaking telepath to a querulous old man who has to be bodily hauled into a toilet stall, protesting all the way. He and Logan both hate their weakness and their reliance on each other, but they’re clearly family at this point, with all the mutual dependence and complicated history that entails.

And then Laura joins the family, and her relationship with both men is just as key to the movie. Keen plays Laura as wordlessly feral, a raging echo of Logan in his younger days. Her resentment and resistance to this miserable new world are a match for his, but her indomitability and ferocious energy go a long way toward keeping the film from wallowing in its own misery.

There’s a tremendous amount of pain onscreen at all times

There’s a tremendous amount of pain onscreen at all times, and only some of it is deliberately inflicted by characters attacking each other. Most of it is in Laura’s well-justified fury about her past, Logan’s watery-eyed daily physical agony, Caliban’s stress and misery over an untenable situation, and Charles Xavier’s exhaustion and guilt. No one in this film wants to be where they are, and only Laura sees a clear path to a better future for herself — one that Logan thinks is a cheap fantasy. But her endearing link to Charles and her close parallels to Logan are a winning complication that shape the familiar backdrop of a reluctant-hero story. “I know you are still good inside… you want to help us,” one character tells Logan early on. It’s a cheesy, familiar trope, drawn out into a painful and visceral story.

While Deadpool’s success made Logan possible, the two movies take radically different tones with the same basic ideas about how family makes tragedy survivable. Deadpool finds cynical, bitter, and playful humor even in the most miserable situations. Logan, on the other hand, embraces its misery, positing a world where heroism and even kindness are always brutally punished, and yet personal connection is the only meaningful resource left to its characters. Of all the X-Men movies to date, it’s the saddest and most serious, and the one that most challenges the familiar ideas of superhero narratives. But its uniqueness and its complete devotion to tragedy makes it feel like the most adult story this film series has ever told. The weight of graphic, grotesque violence hangs over the entire movie. But the daring emotional violence lingers longer, well after the lights go down on the final shot.

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