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X-Men: First Class Our rating: Your rating: 1 2 3 4 Your Comments: see all MPAA rating: PG-13 (for intense sequences of action and violence, some sexual content including brief partial nudity and language) Genre: Action Theater release: June 03, 2011 by 20th Century Fox Directed by: Matthew Vaughn Runtime: 2 hours 12 minutes Cast: James McAvoy (Charles Xavier/Professor X), Michael Fassbender (Erik Lehnsherr/Magneto), Rose Byrne (Moira MacTaggert), Jennifer Lawrence (Raven/Mystique), Kevin Bacon (Sebastian Shaw), January Jones (Emma Frost) Related: Talk About It/Family Corner

A dozen years ago super-hero movies seemed to be dead. Superman and Batman had each run four films, in both cases driving their franchises into the ground and exhausting whatever inspiration and goodwill they started out with. Stan Lee had been in Hollywood for the better part of two decades trying to get a movie made, any movie—Spider-Man, Daredevil, Captain America, you name it.

Then out of nowhere came Bryan Singer's mutant ensemble movie X-Men (2000), and it changed everything. It revitalized the super-hero movie and launched the current age of comic-book adaptations that, far from flagging, is still picking up steam. Yet few of the ongoing avalanche of Marvel and DC productions have been on a par with Singer's sharp little film. The genre has become routine, and few entries offer any surprises.

James McAvoy as Charles Xavier, aka Professor X

Even prequels and reboots are becoming almost routine: Counting Mark Ruffalo in the upcoming Avengers film, there have been three different Bruce Banners in ten years, and other characters—including Spider-Man, Superman, and Daredevil—are being or may be rebooted. Then there was X-Men Origins: Wolverine, a tepid X-Men prequel partly set, like X-Men: First Class, in the later mid-20th century.

Yet, surprisingly, First Class, produced by Singer and directed by Matthew Vaughn (Kick-Ass) from a story co-written by Singer, isn't more business as usual. First Class does what few franchise films do today: It takes risks, offers surprises. Consider Thor and the latest Pirates of the Caribbean: both competently pleasant films, and short enough not to wear out their welcome, but not a surprise between the two of them. First Class is comparatively long, but it feels satisfyingly complete rather than overstuffed. By the time it's over, we know Charles Xavier, Erik Lehnsherr (Magneto), and Mystique in particular as we've never known them before.

Michael Fassbender as Erik Lehnsherr, aka Magneto

Casting is crucial, particularly for Professor X and Magneto. From the first scenes of X-Men, Patrick Stewart and Ian McKellen effortlessly created a sense of an old kinship gone tragically awry. Happily, James McAvoy (The Conspirator; The Lion, the Witch and the Wardrobe) and Michael Fassbender(Jane Eyre; Inglourious Basterds) are up to the task.

McAvoy not only commandingly fills the shoes Stewart was never allowed to stand in, he persuasively reveals unguessed youthful follies in the telepathic Xavier's past—nothing as startling as Chris Pine's headstrong, immature James T. Kirk, but in that direction—that nevertheless illuminate the Xavier we know from later continuity.

Jennifer Lawrence as Raven, aka Mystique

Even more surprisingly, the film reveals a touching history with the shape-shifter Mystique, or Raven Darkhölme, vulnerably played by Jennifer Lawrence (mesmerizing in last year's Winter's Bone and now tabbed to play Katniss Everdeen in the upcoming Hunger Games movies). In this telling, Raven becomes a kind of foster kid sister to Charles, though her feelings for him may go beyond that. From their youthful first meeting we see that Charles, a child of privilege, instinctively associates his privileges with responsibility, and naturally takes the initiative in helping others.

As effective as McAvoy is, it's almost Fassbender's film. The Irish-German actor gives a star-making performance as the metal-manipulating young man who will become Xavier's great nemesis. Erik's childhood, First Class reminds us by revisiting the concentration camp prologue to the original X-Men film, was as different from Charles's as could be. Yet when they come together, their relationship, though fractious, is at times genuinely touching.

Kevin Bacon as Sebastian Shaw, January Jones as Emma Frost

First Class revisits that Nazi camp and reveals what happened afterward, putting Erik on a lifelong collision course with an evil mutant who may be as powerful as he is: Sebastian Shaw, played with gusto by a well-cast Kevin Bacon. A high-rolling playboy secretly bent on claiming the world for mutantkind, Shaw brings a Bond-villain flavor to the film, which, with its 1960s Cold War setting, international intrigue, and spy-movie spectacle, owes quite a bit to Connery-era 007 films.

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