X-Men: First Class
Directed by Matthew Vaughn
Starring James McAvoy, Michael Fassbender, Kevin Bacon, Rose Byrne, Jennifer Lawrence, January Jones, Nicholas Hoult
Release Date: June 3, 2011

Wow. That’s the only word I could muster to describe my feelings for X-Men: First Class when the movie was over. The last movie to have that kind of effect on me was Inception.

The year is 1962. As relations between the United States and Russia become further strained over the nuclear arms race, another major plot is brewing. C.I.A. agent Moira MacTaggert (Rose Byrne) has discovered that the elusive Sebastian Shaw (Kevin Bacon) and his associate Emma Frost (January Jones) are bribing important military officials serving under President John F. Kennedy into forcing the nation into a confrontation with the Russians that could possibly lead to an all-out nuclear war. But Shaw and Frost are soon revealed to be powerful mutants, Shaw having the ability to harness any amount or level of energy and use it to his own advantage, and Frost the ability to change the form of her body into near-invulnerable diamonds and to protect her thoughts from the intrusion of telepaths. MacTaggert presents this revelation to her superiors, who not surprisingly don’t believe her, nor do they find mush satisfaction with the young agent’s idea of fighting fire with fire by bringing in someone who might be able to help the C.I.A. bring Shaw to justice — a recent Oxford graduate named Charles Xavier (James McAvoy). Xavier, or I should say Professor Xavier, has the power to not only read the thoughts of others, but to communicate with them and control their actions and perceptions through those thoughts. He’s also an idealist who agrees to assist the government in the hope that it will make the conditions safer for his fellow mutants to reveal themselves to the world, including his best friend and adopted sister Raven (Jennifer Lawrence), a shape-shifter who is wary of her natural blue and scaly appearance.

Despite the serious doubts harbored by Moira’s superiors, she along with Xavier and Raven team up with a government scientist (Oliver Platt) and his brilliant assistant Hank McCoy (Nicholas Hoult), who Xavier inadvertently outs as a mutant whose special ability is heightened speed and agility (who also happens to have freakish-looking feet that make it possible for Hank to perform the feats he can do). The team attempts to apprehend Shaw off the coast of Florida but after a pitched battle Shaw and his deadly associates Frost, teleporter Azazel (Jason Flemyng), and tornado-generator Riptide (Alex Gonzalez) escape in a submarine attached to Shaw’s yacht. During the fight, Xavier discovers another mutant presence attempting to take out Shaw and his people, a man named Erik Lehnsherr (Michael Fassbender). Erik has the power to control anything made of metal and he’s been hunting Shaw since he was a child in a Nazi concentration camp during the Holocaust and Shaw was the devious scientist who made bringing Erik’s unique abilities out of him a long and painful experience.

Using a prototype version of the Cerebro machine that would later become an integral part of the X-Men universe, Charles is able to locate other mutants around the world: Angel (Zoe Kravitz), a stripper with fairy-like wings giving her the power of flight who can also spit flaming projectiles from her mouth; Alex Summers, a.k.a. Havok (Lucas Til), a prisoner of the U.S. Army who prefers the peace and quiet of solitary confinement and can unleash destructive energy blasts but can’t control them at all; Armando Munoz, a.k.a. Darwin (Edi Gathegi), a cab driver blessed with the gift of adapting his body to survive anything; and Sean Cassidy, a.k.a. Banshee (Caleb Landry Jones), whose piercing high-pitched screams can shatter glass and even carry his body off the ground giving him the ability to fly.

With this new team in place (and the recruits choosing their own codenames, with Raven picking Mystique for herself), Charles and Erik form an alliance to train the kids to master their amazing gifts in order to stop Shaw from bringing about a nuclear holocaust that he will rise to rule the world in the aftermath of. But even if the newly-formed X-Men are able to save the world in the nick of time will they be seen as heroes by the rest of humanity for their bravery, or rather as potential threats that need to be exterminated in order to ensure the continued dominance of homo sapiens? It’s this moral quandary that will define Charles and Erik’s relationship and set them on the path to their respective destinies as Professor X, leader of the heroic X-Men, and Magneto, leader of the mutant extremist group the Brotherhood of Mutants.

Let me say first of all that X-Men: First Class is without a doubt the best X-Men movie made yet, or maybe X2: X-Men United still is. I guess it will all depend on my mood, but for the moment the honor goes to First Class and for many reasons. It also appears that First Class will be the superhero movie to beat this summer in terms of overall quality, although I have to say I was pleasantly surprised by Thor as well. But First Class is a sheer delight from beginning to end, bursting with excitement, melodrama, intrigue, and wit that puts it in a class (no pun intended) of its own among the X-movies. There’s also a strong undercurrent of social commentary that the first two movies in the series had but it was not as well developed as it is in First Class. Setting the story in 1962, when the Cuban Missile Crisis was reaching the point of no return and great change was happening in American society, is a masterstroke that takes the series into a new realm of amazing possibilities in visual and verbal storytelling. The sets and costume design of First Class are some of the best work of that kind that I’ve ever seen in a live-action superhero film. This movie is a real treat for the eyes, the mind, and most importantly the heart. It ranks with Batman Begins, Casino Royale, and Star Trek (2009) among the best franchise reboots ever made.

Frankly I didn’t think it was possible for another great X-Men movie to be made while the property was imprisoned at 20th Century Fox, a studio whose attitude towards potentially challenging genre films has turned cynical and obstinate in recent years resulting in movies like X-Men: The Last Stand and the Wolverine solo film, X-Men Origins: Wolverine. The tendency of the studio to hire interesting filmmakers looking to make high-class popcorn films designed to pump cash into Fox’s coffers while simultaneously entertaining the audience and giving them something serious to think about only to then hamstring those directors and writers through constant interference and a staggering indifference to the intentions of the creative talent they hired was driving some of the industry’s most brilliant filmmakers as far away as they could conceivably get and souring the reputation of the once-great movie studio that had given the world many a classic of cinema.

One of those filmmakers was Bryan Singer, the director of the first two X-Men movies, and another was Matthew Vaughn, the British producer-turned-director who made his debut with 2005’s Layer Cake and has since gone on to make such features as Stardust and Kick-Ass. At one point both men were slated to direct the third X-Men movie, but the studio’s insistence on stalling the film’s development and then expecting whoever ultimately sat in the director’s chair to rush the sequel to completion in order to meet a release date that had been locked down before a finished script was in place (an old, nasty habit of many studios but Fox is notorious in this practice-stop reading this right now and go Google “Alien 3” if you doubt this) drove both Singer and Vaughn to wisely walk away. The Last Stand, under the direction of Brett Ratner, may have been one of the big blockbusters of 2006, but the final, watered-down product reeked so horribly of soulless compromise it was guaranteed to never be ranked with the best films of the comic book movie genre. The rumors that the Fox higher-ups wanted the movie to be rushed into theaters a month before the release of Superman Returns as revenge against the director of that high-profile superhero epic, one Mr. Bryan Singer, because he had turned down the second X-Men sequel for the chance to be at the helm of the Man of Steel’s return to theater screens around the world, didn’t help their standing among fans and critics either.

Personally I never thought X-Men: The Last Stand was a bad film, but compared to the previous two it looked like the work of rank amateurs who cared nothing for crafting strong characters and a plot that didn’t serve merely as a clothesline to hang a series of pointless action set pieces on. But the Wolverine film that followed in 2009 was an overall pathetic endeavor that made The Last Stand look like Spider-Man 2 in comparison. X-Men Origins: Wolverine had suffered through creative and production hardships that made the many delays and exits that plagued The Last Stand seem like nothing. As Marvel was taking control of its own cinematic destiny, the multiple Marvel properties owned by Fox were either being left to rot or treated with a level of respect towards the source material and their creators and many fans on par with Cannon’s sloppy, miserly treatment of Superman IV: The Quest for Peace and Warner Bros. shoehorning excessive use of neon and rubber nipples into the Batman franchise. When it was announced that the studio was producing a prequel to the X-Men films those had followed the exploits of Marvel’s iconic mutant superhero team on the comic page and in film for nearly five decades greeted the idea with a certain amount of cynicism. Prequels were usually a surefire signal that a franchise had been completely exhausted, but in the case of X-Men the only way to ensure the series’ possible continued success was to try and break away from the fractured continuity of the first trilogy and the Wolverine movie and create a fresh new start for the characters.

I too had my doubts about whether or not X-Men: First Class could be a good film. There’s no point in doing a prequel or “reboot” if you’re merely going to tread where others have gone before and done a much better job at it. Hiring Matthew Vaughn to direct seemed to be a step in the right direction, but I wasn’t a fan of the films he had directed, in particular the one that most likely got him the job making First Class: Kick-Ass. That was one of those movies I really thought I would love judging by all the hype and praise it was bestowed by my peers, some of those people I knew personally and shared a lot of the same interests in movies. The first time I watched Kick-Ass I enjoyed it but there was something off about it that I couldn’t quite pin down. It was only after I revisited the movie on DVD that its sizable flaws in story and execution became apparent, and tried though I did to like it the more I watched Kick-Ass the less I liked it. But even though it was an overall failure in terms of storytelling it was a technically strong production that Vaughn pulled off with a lot of ingenuity that his $30 million budget couldn’t afford.

I knew that this guy had the chops to be a major filmmaking force in the industry if someone could give him a halfway decent script and the right cast and crew to pull it off. Barely a year ago he was given the reins of directing X-Men: First Class, yet another production that had a set-in-stone release date before a script was completed and the rest of the components crucial to delivering an outstanding cinematic entertainment were in place. The signs were shaky at best but the mood surrounding the production was made a bit more optimistic when Bryan Singer, helping to guide the production as a producer making this the first X-Men movie he’s worked on since X2, made the announcement late last year that First Class would be set in the early 1960s at the dawn of one of the most turbulent decades in the country’s history. Doing a prequel to a troubled franchise that had apparently run its course was risky enough, but now it had become a period piece as well.

Placing the origin story of the X-Men inside of the larger context of the Cuban Missile Crisis, a tense and frightening moment in the history of the 20th century when two opposing forces had the potential to bring about the end of life as we know it in a flash just to prove who was the biggest of the big dogs on Earth, is strongly reminiscent of both the comic book miniseries and film version of Watchmen. But in X-Men: First Class the plot thread works much better mostly because it was a real world event unlike the alternate universe 1985 of Watchmen. Plus, the missile crisis was one of many important events in the 1960s that brought the country to its knees for a moment. During that decade, black men, women, and children were still being assaulted, harassed, and murdered in public all because they demanded equal rights and the perpetrators were never brought to justice; great spiritual and political leaders Martin Luther King, Jr. and Malcolm X rose to prominence as the Civil Rights Movement was beginning to sweep the nation; the Vietnam War brought the horrors of war into the nation’s living rooms and annihilated the lives of a large portion of an entire generation of young men and the innocence of those who managed to somehow survive the war and return to the States; the Apollo space exploration program was initiated culminating in the Apollo 11 making the historic first moon landing in 1969; President Kennedy was assassinated in Dallas more than a year after the Cuban Missile Crisis; race riots all over the country brought on by police brutality and social injustice directed at the black community; and Bob Dylan went electric at the Newport Folk Festival in 1965. That’s just to name a few. It was quite a time to be an American.

In many ways it makes a lot of sense to place the issue of mutants entering the public eye in the same era when many minority groups from blacks to women to gays and lesbians were fighting for their rights as American citizens to live a free and prosperous life without fear and the constant threat of prejudice. The struggles of Xavier’s gifted students and the followers of Magneto to live a normal life in a society that judged the moment they stepped out of the darkness are merely symbolic of the real battles being waged by Americans against their own citizens, but oftentimes the best way to bring important social and political issues to the attention of most moviegoers is to present them in the context of a film with elements of the fantastic. Funny thing is that the first issue of The X-Men wasn’t published until nearly a year after the events of First Class take place, and two months before the assassination of President Kennedy.

One of the biggest problems that has plagued the X-Men movies from the beginning was the excessive amount of time devoted to Wolverine. I can see why he was made into the centerpiece of the franchise: Wolverine has always been the most popular of the X-Men among fans and he’s a badass motherfucker with a lethal set of adamantium claws and a bitch of a temper. That often translates into many asses in seats, but there’s only so far the character can go in the movies. In the comics, Wolverine could be at the forefront of his own series or be the lead in a single issue or multi-issue arc of any of the X-Men comics, but since these comics come out on a monthly basis and are relatively cheap to produce (at least when you compare the budget of putting out a comic book to the astronomical, bank-busting budgets of a typical summer tentpole movie) and the X-Men universe has always had possibly the largest cast of characters in the world of comics you could give the many characters equal time to come into their own without being suffocated by the demand to put the more popular characters in the spotlight most of the time, although that tends to happen a lot in comics anyway. But Fox doesn’t have the resources to put out a $200 million X-Men movie every month, so most of the remaining characters in Marvel’s mutant saga found themselves as little more than window dressing or CGI action figures.

X-Men: First Class doesn’t make that mistake, at least not throughout the entire movie. This time around the primary focus of the story is on the young Charles Xavier and Erik Lehnsherr and the growing relationship that will help define both men for all time. Every time some Hollywood studio announces that they’re making a prequel to a waning franchise I can’t help but think of Patton Oswalt’s famous bit about imagining he could go back in time just so he could beat George Lucas to death before he made the Star Wars prequel trilogy; it’s not always necessary to know a certain character’s complete back story in order to better understand how they became the people they are now. But as the old saying goes, sometimes the journey is more than the destination, a passage that is particularly in the case of Charles and Erik. It’s fascinating to see these characters at a crossroads in their lives when they were both still kids in a sense, lonely and aimless in Erik’s case and cocky and a touch arrogant in Charles’. They both have amazing powers but Erik starts out unsure that others like him exist in the world, all the while Charles uses his telepathic abilities to pick up on comely coeds (to Raven’s chagrin). Mutation may be the common bond Charles and Erik share, but Charles lived a comfortable and privileged life while Erik was subjected to the horrors of the Holocaust and suffered unspeakable torment at the hands of Sebastian Shaw. Something darker drives the young Erik Lehnsherr as he hunts the Shaw and the other Nazis around the world like a mutant James Bond, which makes a great deal of sense seeing as how the filmmakers have spoken out about the influence of the Bond films of the 1960s as a key influence on First Class.

Speaking of Bond, if Daniel Craig ever decided to vacate the role I would happily nominate Michael Fassbender as his successor in a heartbeat. Among the highly talented cast of X-Men: First Class he is definitely the standout performer, bringing untold dimensions to the role of the man who was destined to become the reigning supervillain of the X-Men universe, Magneto. When Ian McKellen played the role in the first three X-films, he did a fantastic job but you could tell we were looking at the man at the end of the road, firmly entrenched in the mindset he would adhere to until his death and nothing could ever alter that. But Fassbender gives us the man as he was searching for what he believed was his purpose in life. The actor makes a character that had devolved into a two-dimensional action movie villain by the end of The Last Stand into a fully believable person who remains an enigma to everyone, including himself. Fassbender continues to be a revelation in every role he takes on, bringing a lot of the underplayed cool intelligence and suaveness he had in spades as Lt. Hickox in Inglourious Basterds to the part of Lehnsherr. There’s even a suspenseful scene set in an Argentinian bar that reminded me of the pivotal tavern confrontation in Basterds.

The relationship between Charles and Erik wouldn’t work at all if both characters weren’t completely realized, and I have to say that James McAvoy, an actor who is slowly growing on me, does a terrific job playing the youthful and occasionally ignorant future Professor X. Like Fassbender, McAvoy invests his young Charles with a certain amount of intelligence and charisma, not to mention a surfeit of confidence that often overrules his better instincts. In McAvoy’s take on the Xavier character you get the sense that the better man he would become in later years would soon emerge, just as long as he can learn to let go of some of his own personal prejudices. Next to the one between him and Erik the film’s mostly beautifully realized relationship is between Charles and Raven, played with such aching beauty and sadness by Jennifer Lawrence, an actress capable of great things if her performance in last year’s Winter’s Bone is anything to go by. Rebecca Romijn did what she could with the Mystique role in the first three X-Men movies, but she was required to do little but kick ass and look hot, which she did a masterful job of, I must admit. Lawrence gets to explore the future right-hand mutant of Magneto as a smart and gorgeous yet insecure young woman coming to terms with her own capabilities. The best aspect of Lawrence’s performance is the unrequited love she has for Xavier, who in typical unrequited love fashion sees her only as his friend, likely because he, like most people, can’t see past her natural appearance. This spurning of her emotions is part of what will ultimately drive Raven to support Erik’s fight for mutant supremacy.

The other members of the X-Men perform admirably acting-wise, but unfortunately other than Nicholas Hoult none of them get enough screen time to make much of an impact. Hoult has some of the heaviest lifting as the young Hank McCoy, the scientific genius of the team whose own quest to achieve normalcy in his life is what brings about the change in his genetic makeup that gives his the appearance that will earn him the name Beast. I read in another review that Beast’s lack of joy in his newfound blue skin and fur was a letdown for them, but I found that comment more than a bit idiotic. I mean, how would you feel if your attempt to cure your own mutation led to you having to look that way for the rest of your life? Towards the end of the movie Hoult goes from shy and geeky scientist to bitter and angry pilot of the prototype X-Jet, but at least he gets in some good action moments and I look forward to seeing how his character develops over the course of the sequels, which are assured to happen at this point. The acting from the rest of the X-kids range from pretty good (Edi Gathegi) to mostly decent (Lucas Till, Caleb Landry Jones, Zoe Kravitz), but hopefully the ones that made it to the final reel will get to see better character moments in the next movie.

On the villains’ side the only real standout is the great, no make that legendary Kevin Bacon as Hellfire Club overlord Sebastian Shaw, oozing pure menace and oily charm as the kind of evil mutant Erik would ultimately become, even though it was Shaw that worked to destroy his soul so his power over metal would emerge out of pain and rage. Bacon is rarely less than great and his performance as Shaw is a real kick. You want to see this bastard go down but at the same time you can’t help but admire the dude for being so cool, and his submarine is amazing (more on that in a bit). Aiding him in his mission to bring humanity to its knees is January Jones as the White Queen Emma Frost. Some have taken issue with her somewhat chilly and stiff acting, but I think it’s appropriate for the role and a much better interpretation of the character than when Frost appeared in the awful Wolverine movie played by a younger and less talented actress. Jason Flemyng, no stranger to working with Matthew Vaughn, doesn’t get but a few lines of dialogue as the teleporter Azazel, but his mostly physical performance is one to definitely keep an eye on when he gets into the thick of the action. His rather eerie makeup, giving him the look of a satanic inversion of the X-Men character Nightcrawler, is very effective and memorable. The less said about the Riptide character the better. He doesn’t do much but make tornadoes with his hands and that’s about it.

The rest of the cast is populated with excellent character actors including Oliver Platt as the Man in Black, Matt Craven (Crimson Tide) as the director of the C.I.A.; Glenn Morshower (24) as the corrupt general in Shaw’s pocket; James Remar (48 Hrs.) as an army general; Michael Ironside (Starship Troopers) as a battleship captain; Ray Wise (RoboCop) as the secretary of state; Rade Serbedzija (Batman Begins) as a Russian general looking for love with the White Queen; Olek Krupa (Burn After Reading) as a Soviet naval captain; and many others that I could mention but I just don’t have time to name them all. It was fun to play “Hey It’s That Guy from That Movie” and the presence of these actors lends a texture and respectability to the production. But I loved Rose Byrne as Moira MacTaggert, the sexy C.I.A. agent who brings in Xavier to help the U.S. government bring down Shaw and in the process aides in the creation of the X-Men, and would later become an important person in Xavier’s life. Byrne is an integral presence in the first half of the movie but as the action shifts to Cuba for the finale, her character gets pushed to the background but she makes one hell of an impression in her first scene when she strips to her underwear in order to infiltrate Shaw’s Las Vegas sanctum. It’s a character brimming with brains, beauty, and pure guile and Byrne gives it her all. I would love to see more of her in future installments.

Finally, we get to the technical side of the production. I won’t go into detail here as I did with the actors but I will mention a few members of the crew who really helped to make this movie come out so magnificent: John Mathieson, the great cinematographer who brings true life out of every frame of film he shot; Henry Jackman, the composer whose musical score is appropriately emotional and soaring, the best moments of the score being when Erik comes to terms with his mutant powers; Chris Seagers, the genius production designer who created some of the most beautiful and imaginative sets I have seen in a movie in years, but it’s in the opulent lairs of Sebastian Shaw (including an awesome submarine he has stashed underneath his yacht where Seagers truly has a ball); Sammy Sheldon, the costume designer who makes everyone, and I mean everyone, look stylish and dressed to kill in the case of Erik, Shaw, and the other mutant baddies; and lastly writers Ashley Miller, Zack Stentz (both Miller and Stentz co-wrote the recent Thor), and Jane Goldman, along with input from Vaughn, for taking a potentially problematic story and making it positively sing with witty dialogue, thrilling action beats, and emotional moments that ring honest and true without coming off as sappy and manipulative.

And it is Matthew Vaughn who deserves some serious credit for his direction of First Class. He pulled off something truly special in a brutal time frame and he did it with class and high style, and best of all he has finally told a great story.

X-Men: First Class is the best superhero movie I’ve seen since 2008’s classic one-two punch of Iron Man and The Dark Knight. By delivering stellar entertainment that never fails to touch your heart and entice your brain, the movie truly lives up to its name.