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

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

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.

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Jennifer Lawrence as Raven, aka Mystique

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

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.

Of course the civil-rights subtext—part of the X-Men lore since Stan Lee and Jack Kirby created them in the 1960s—fits right in. (The gay-rights angle of Singer's films also shows up in lines like "You didn't ask, so I didn't tell" and "Mutant and proud.") Reimagining the Cuban missile crisis as a gambit in an evil-overlord scheme of conquest is an inspired bit of Bond-ishness that makes for a strong third act where origin stories since 1978's Superman, and even the first X-Men, have been wont to pace themselves for a sequel.

At times First Class owes a little too much to Bond, or perhaps it's simply following the comic books in filling the halls of Shaw's Hellfire Club with lingerie-clad exotic dancers. It definitely follows the comics too closely in putting Shaw's associate, telepath and almost-literal ice queen Emma Frost (January Jones of "Mad Men"), in gratuitous white lingerie. (Bizarrely extending the objectification of women into misogynistic territory, Xavier has a student use nude female mannequins for target practice.) Earlier films in the series understood that comic-book costumes don't necessarily belong in live action, but First Class sticks closer to source, even giving Xavier's team yellow and black flight suits echoing the original comic-book costumes.

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There are some missteps—some comic-book geeky (Mystique's wardrobe, and later quasi-nudity, is a geek problem), others Hollywood cliché. (Killing off the token black man is a Hollywood cliché. Actually, after reading the character's Wikipedia entry, I suspect we could see him again in a somewhat different form, but still.) Nonetheless, First Class succeeds in doing in some measure for the X-Men what J. J. Abrams did for Star Trek two years ago: Not only does it bring new energy to a tired franchise, it reinvents a familiar cast of characters in unexpected ways, laying the foundations for the defining relationships and conflicts of later chapters, while telling a ripping story. That's enough to make it a standout among recent action fare, and possibly the standout action film of the summer.

Talk About It

Discussion starters
  1. If you could have one of the "mutations" in this film, which would be your first choice? Your last choice? Why?
  2. What would you like to do with a super power? How might it be misused? Would you be worried about temptations to misuse it?
  3. What do you think of the decisions that the characters make in the end about parting ways? Are they all believable? Was it necessary, or could it have been prevented? How?
  4. Have you ever parted ways with someone you were close to? Why did it happen? Under what circumstances, if any, would you part ways with a close friend, or turn away from a family member?
  5. Magneto is understandably angered when Xavier tries to defend the officers in the warships by saying they were "just following orders." When is it okay to follow orders you disagree with? When does it become necessary not to obey orders?

The Family Corner

For parents to consider

X-Men: First Class is rated PG-13 for "intense sequences of action and violence, some sexual content including brief partial nudity and language." The violence is mostly of the super-powered kind, but it's pretty rough—when bad mutants attack, they make full use of their powers, and there's a substantial body count, including one bad guy who suffers the equivalent of being slowly stabbed through the forehead. There's also the shooting death of a boy's mother. There's no explicit nudity, but Mystique briefly displays the same sort of scaly blue quasi-nudity seen in earlier films. The dissolute milieu of the Hellfire Club includes a lineup of strippers/prostitutes strutting around in lingerie and stepping behind curtains with male patrons. We briefly see a woman in lingerie astride a clothed man on a bed being pawed (although this turns out to be a psychic illusion and the real woman is sitting across the room). Language includes a few misuses of God's name and one use of the f-word.

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X-Men: First Class
Our Rating
3½ Stars - Good
Average Rating
(24 user ratings)ADD YOURSHelp
Mpaa Rating
PG-13 (for intense sequences of action and violence, some sexual content including brief partial nudity and language)
Directed By
Matthew Vaughn
Run Time
2 hours 11 minutes
James McAvoy, Michael Fassbender, Jennifer Lawrence
Theatre Release
June 03, 2011 by 20th Century Fox
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