RECAP: X-Men: First Class

X-Men: First Class (2011): Matthew Vaughn

Following the less-than-stellar success of X-Men: The Last Stand (not to mention its ultimate title), Fox decided to reboot the entire X-Men franchise. Sort of.

They recast all the characters, but made a prequel set in the 1960s, a film that would show the origins of the primary mutants. The old actors playing Magneto and Professor X would be recast with Hollywood’s hottest young actors.

The movie was a box office mediocrity. The lowest grossing of the mutant ensemble movies, it might be the franchise’s best entry. When you hear critics and fans berating Hollywood because they want to see better movies with original ideas, remind them of the box office problems that befell X-Men: First Class.

ONE SENTENCE PLOT SUMMARY: Mutants assemble for the first time, battling each other under the guise of the United States and the Soviet Union during the Cuban Missile Crisis. 

Hero (7/10)

Charles Xavier (James McAvoy), dork at age nine, learned of other mutants from at that age. Late one night in his mammoth New York estate home he heard strange noises emanating from his kitchen. He went there to find his mother rummaging in the fridge.

Except it wasn’t his mother, he knew, because she had never set foot inside the kitchen and never offered to prepare any food for her son. Turns out it was the shapeshifting form of Raven (Jennifer Lawrence), a blue-skinned, rust-haired mutant child. Xavier offers Raven food and a promise–she’ll never have to steal again.

Flashforward to Oxford in the 1960s. Xavier is near to defending his thesis about homo sapiens displacing their genetic cousins such as homo habilis and the Neanderthal. He’s also trying to score girls by discussing their individual, innocuous mutations. It ain’t working. (The idea of James McAvoy unable to get laid is laughable.)

Xavier’s philosophies contradict. He knows that genetically superior species always win out, yet he believes mutants and humans can coexist. He possesses a noble hope, one we all strive for, perhaps one born of prosperity.

The young Charles offers Raven food because the Xaviers have plenty. With such a wealthy childhood, perhaps Xavier believes that material wealth is immaterial in a person’s happiness. Whether or not you agree, remember that no one knows the human mind better than Xavier, who can read them all.

Xavier gathers mutants to him with his singular goal of acceptance. He wants to help them hone their powers, and with great confidence he does. At Xavier’s mansion, Havoc, Banshee, the troubled Magneto, and several other mutants Charles gathers find clarity in their skill .

Except one. Xavier worries about his adoptive sister Raven. He seems repulsed by her blue, true form. His slogan, “Mutant and Proud,” is easy for him to say, because his mutation is not on display. Raven must constantly hide herself.

He is a master of the understatement. At one point, when he assists the CIA in confronting the chief villain, he tells them that another telepath is on the yacht. “I’m afraid I’m not going to be much help tonight,” he says, perhaps not realizing that his statement was likely the most frightening sentence the non-mutants had ever heard.

McAvoy gamely assumes the role of the world’s most powerful mutant. The only way we know he’s reading minds is when he puts two fingers to his temple. It would be easy to mock this gesture, but McAvoy deftly avoids mockability.

Villain (7/10)

Kevin Bacon takes a rare villain’s role as Sebastian Shaw, a proto-mutant, perhaps, who can control energy. He displays this power with casual malice when a man tosses a grenade at him. It explodes, and Shaw crushes the explosive force like a stubborn aluminum can.

Until that moment we know him only as a big jerk who wears red scarves and pocket squares. Schmidt, as he was known in the camps (but I’ll continue to use “Shaw”), appears to work in Auschwitz in 1944, or, as the movie calls it, “Poland.”

Shaw watches as young Erik Lehnsherr, a Jewish boy separated from his parents, rends the gates dividing them, seemingly by magic or force of will. Four soldiers are not enough to null the boy’s attraction to metal. Shaw, sipping a beverage, is intrigued.

Soon the boy is before Shaw in the latter’s office, which sports a record player and many leather-bound books. Shaw wears a swastika pin on his lapel, but he derides the Nazis. He seems to work with them, not for them, for his own ends.

He wants young Erik to display his power. Prodding and cajoling don’t work. Lehnsherr won’t/can’t move a tiny metal coin on Shaw’s wooden desk. And we thought they were having a nice time.

The mood shifts abruptly. The camera, before showing the right side of Shaw’s office, now shows the left. A glass wall divides the cozy, welcoming office where the two males stand from the operating room to Shaw’s left. Sallow light illuminates a sterile room of metal tables and dozens of blades hanging on the wall.

At the same time, Shaw invites two guards to bring in Erik’s mother. That simple camera shift, revealing Shaw’s hidden nature, jolts the viewer into understanding young Erik’s trouble in moving the coin.

Shaw gives Erik to the count of three to move the coin, or he will shoot his mother. Erik tries, he really tries, but he can’t move it. Shaw kills his mother.

Erik gets mad. He crushes the bell on the desk, the filing cabinet, the metal tables, and the soldiers’ helmets–with their heads inside–before upending all the metal in the office.

It’s a great scene, one that Shaw enjoys. He laughs. Obviously, he is not afraid of proto-Magneto, and that frightens viewers. Not until we see him pull that grenade pin do we understand why.

Bacon plays Shaw as a cocky SOB who can charm and devastate in a single sentence. In one moment he tells his compatriot Emma Frost (January Jones) that she is “the most exquisite thing I have ever seen, and this [drink] needs more ice.”

Only the truest, greatest asshole would tell the Mona Lisa to wipe that smug look of her face. That’s about what Shaw does when he sends Frost to fetch him an ice cube.

The guy is ruthless. Non-mutants mean nothing to him. He has Azazel drop CIA agents from the sky to rain on their secret compound. For mutants he claims special exceptions. He chides Frost earlier for throwing Magneto from his yacht. “We don’t harm our own kind.”

Later, of course, he harms his own kind–Darwin–by popping an energy ball into his mouth, turning the young mutant to ash. At that point he decided that mutants were either with him or against him.

Shaw’s great power to absorb power is never fully explored. He spends some time in the reactor core of his submarine. He clutches the exposed uranium rods and absorbs their power, but he’s not given the chance to unleash it.

CIA agent Moira MacTaggart (Rose Byrne) alludes to his turning himself into some kind of nuclear bomb. I wanted to see that. Granted, the climactic ending was better for the movie and its primary characters, but Shaw incinerating the Soviet and American fleets would have been a nice touch.

Action/Effects (8/10)

Xavier and Lehnsherr (Michael Fassbender) chase Frost to Russia, where they interrogate her about Shaw’s plans for the world’s superpowers. The rest of the Division X mutants are resting and partying at the expense of the CIA.

They don’t know that Shaw, Azazel, and Riptide are there to harm them. Azazel, a red-skinned, tail-flitting, scarred teleporter, starts the attack by popping in and out of the compound, capturing CIA agents and then dropping them from the sky. The mutants hear this like they’re firecrackers dully bursting from afar.

Darwin, a man who can adapt to any environment, draws back a curtain and reveals an agent falling to his death. When the alarm sounds and armed guards flood the facility, Azazel resorts to dicing his way through them. He uses his tail to redirect gunfire. He slashes two swords that appear more like extensions of his arms than separate weapons. Oh yeah, Riptide, a wind talker, is there, too.

Shaw, wearing his Xavier-blocking helmet, walks into the atrium of the huge “secret” research facility. One spook greets him in an unfriendly manner. Shaw demands to know the location of the mutants. Instead of telling him, the CIA surrounds Shaw with two dozens soldiers. Shaw appears minuscule standing on the floor, alone, as the soldiers stand a level above.

The soldiers shoot Shaw, and one guy fires a bazooka at him. Shaw absorbs all this kinetic energy in smirking stride. He stomps his foot on the marble floor, sending an explosive wave toward the bazooka shooter and around the raised platform, engulfing every single soldier. Shaw’s energy harnessing skills are on point.

The mutants, hiding in their game room, soon are faced with the three bad male mutants. Shaw doesn’t want to hurt them. He wants their loyalty. Angel, who has real wings, is the only one to join Shaw. “We don’t belong here,” she says, “and that’s nothing to be ashamed of.” Probably she means they don’t belong under the guise of non-mutants, and given the way they’ve treated the mutants, she sounds right.

Darwin agrees to join. He stands beside Angel, then unleashes his unstoppable plan. Protecting Angel with his armored skin, Darwin leans over as Havoc gears up a laser lasso and flings it at Shaw. Kid, Shaw eats laser lassos for breakfast!

Shaw compounds that red energy into a tiny ball before popping it in Darwin’s mouth and peace-ing out. Darwin appears to turn to stone or ash from the inside out before dying in a ball of light.

This scene was more of a slaughter than a fight. The CIA and the mutants did about nothing except die. It well represents what Lehnsherr said earlier about them–they aren’t ready.

First Class is mercifully light on apocalyptic action, a hallmark of the series. The effects team once again excelled . Making Mystique into a blue change-ling required countless hours in the makeup chair for Lawrence and many more in the effects studio. Azazel’s makeup people added scars to reduce his resemblance to a demon, which I think we’re meant to take seriously.

Some of the movie’s best shots were likely effects-driven. The camera deftly follows the flight of the Blackbird around Cuba and it follows the contrails of dozens of missiles and shells toward the beach. Shaw’s energy trick involved his body parts doubling and tripling. And of course there’s Emma Frost walking around as a diamond.

Sidekicks (4/8)

Raven/Mystique is Xavier’s chief ally in the coming mutant war. Mystique’s shape-shifting game does not operate at a top level. She mimics a CIA suit and Shaw (and Rebecca Romjin), but that’s about it. She’s more often being Jennifer Lawrence than being someone else or someone blue.

Her chief trouble is whether or not to turn permanently not-blue. Raven’s new beau Hank McCoy (Nicolas Hoult) offers her a solution late in First Class, a menacing vaccine to “normalize” her, and his, appearance. The two debate the drug, which McCoy takes, transforming him into the snarling Beast.

The remainder of Xavier’s team chiefly functions to annoy or to die. Banshee and Havoc play small roles in the Cuba attack, chiefly as diversions for the primary action. MacTaggart is a naif. Her character is unfortunate. She seems to be dead weight, and is the one who, in trying to kill Magneto, shoots Xavier instead.

Most of the sidekicks were one-trick ponies, which degrades their value.

Henchmen (7/8)

Shaw has a few dedicated acolytes. Azazel and Riptide work with Shaw from the start. They have very few lines but are active in furthering Shaw’s designs.

Azazel, who resembles a demon, can teleport at will whatever he touches. His red skin and pointy tail, I’m certain, in no way affected his working for the side if evil later in life. No way at all.

Azazel charged with most of the killing at the CIA compound, first lets spooks rain onto the building and later uses short swords to slice open the armed guards alerted by the alarms.

Riptide can manipulate the wind. His powers are useful a few times, but he has little else to do.

Emma Frost is the Shaw sidekick with a beefy role. A telepath at least on par with Xavier, Frost can also turn her skin into a diamond, making her mind impenetrable.

Frost is Shaw’s most prized possession (and he certainly feels like he owns his cronies), sent to negotiate with the Soviet brass to put missiles into Cuba. Unfortunately she’s captured by Xavier and Magneto and spends the remainder of the movie locked away.


Fassbender tries on the role of Erik Lehnsherr aka Magneto. Ian McKellen owned this role in the 2000s, so the shoes were large. Fassbender, though, has big feet.

Lehnsherr is the most interesting character in the movie and, arguably, in all comics. His dual nature and conflicting motivations are never displayed more sharply than in First Class.

For the first time we see his origin in Auschwitz (Lehnsherr is younger in the films than the comics) as a child separated from his parents and forced to watch his mother die for another man’s amusement.

Eighteen years later Lehnsherr tracks the men behind and connected to Shaw, his mother’s killer. Not-quite-yet Magneto meets with a Swiss banker in Geneva to learn Shaw’s location.

Both men are shown reflected in the gold bar amalgamated from rings and fillings of thousands of Holocaust victims. Lehnsherr, in control of his powers now, prevents the banker from ringing the silent alarm and extracts not only Shaw’s location in Argentina, but also a metal filling inside a tooth.

Next we find Lehnsherr (a champion hat wearer) in a country bar in mountainous Argentina. The following scene is, I believe, the best scene in all nine (and counting) X-Men films.

Lehnsherr orders a beer. A German beer. The bar’s only two other patrons comment on this and laugh about it. They are having a great time evading justice. Many top-level Nazis fled to South America, and only the sneakiest bastards evaded Mossad’s assassinations.

And these guys were sneaky. Lehnsherr, his back to them, asks them what they do for a living. Drunkenly they chuckle. One is a pig farmer, the other claims to be a tailor. But these men, even viewers can tell, comport themselves with too much pride for blue collar guys.

Lehnsherr, all smiles, joins the men at their long table. Talk turns to parents. The Germans claim their parents held the same jobs. One asks who Lehnsherr’s parents were. Lehnsherr, still wearing the same smile, but now which turns from forced politeness to abject malice, says they had no names. “They were taken from them,” he clinks a glass, “by pig farmers,” he clinks the other’s glass, “and tailors.”

The men are nervous. They’ve seen the number tattooed on his arm. Adolf Eichmann was captured by Mossad two years ago in Argentina, and for all they knew Lehnsherr was another agent after them.

The pig farmer, fully unnerved, says, “We were under orders.” He draws out a knife. Lehnsherr takes the knife and stabs the pig farmer’s exposed hand on the table. The tailor stands up as the bartender aims a pistol (what looks to be a Luger) at Lehnsherr, who, calmly sitting at the table, uses his power to turn the gun on the tailor.

Lehnsherr moves the trigger. The shot kills the tailor. The camera pulls back to frame the bartender on the left side and Lehnsherr on the right side. Lehnsherr removes the knife, magnet-zips it into the bartender’s gut, draws it back and restabs the pig farmer in the same hand. Fassbender slicks back his hair like he’s just pulled off a cool motorcycle jump. Lehnsherr gets the information he needs before killing the pig farmer.

Set design, acting, tension, framing–everything clicked in this scene that’s fraught with tension and strength. Magneto can practically fly and has tried to kill all humans before, but his malice, determination, and creativity made this scene in a bar in Argentina his most frightening.

Stunts (3/6)

Fighting, flying, shooting, sprinting–with X-Men films it’s hard to separate the stunts rom the effects. I can’t tell much of a difference, so I’ll award average points.

Climax (6/6)

As the Soviet missile ship inches closer to the American line in the water, the world inches closer to annihilation. Only war mongering Americans would come up with this logic: if the ship comes within a few miles of Cuba, a sovereign nation that is not the United States, the United States will consider that an act of war against the United States, which will have “no choice” but to attack the Soviet Union with all the nukes and kill 100,000,000 people, or so.

That’s a lot like your older brother telling you that if you set one foot in the hallway, he will kill you, all your pets, and all your friends. Such are the consequences when the only strength one knows is physical.

Anyway, the ship gets really close to the line. Xavier and the X-Men are on the SR-71 Blackbird, which bothers no one in the two fleets opposing each other on the sea below.

Xavier freaks out a bit. He enters the mind of the political officer on the Soviet flagship. Xavier has the commie walk to a console, nudge away a sailor, and press a button that launches a rocket toward the Aral Sea, destroying it.

Hooray, crisis averted! Except Shaw is still there, and he hasn’t done anything yet. They are close to war, Shaw says of the two superpowers, and just need a little nudge. Shaw enters the reactor to power up…himself.

Banshee, dispatched to use sonar to find the sub, achieves this. Beast lowers the Blackbird’s landing gear so Magneto can grip it and extract the sub from the water. “You ready for this?” Xavier asks. “Let’s find out,” Magneto says.

Magneto, with great effort but little trouble, extracts the submarine from the water. The jet flies toward Cuba as Magneto holds the sub in aerosynchronous flight. Both navies watch in awe. Xavier was right, the world knows of mutants now.

Riptide opens the sub’s hatch and does his tornado thing. The jet is damaged and Magneto loses his grip, so to speak, dropping the sub onto the Cuban beach, snapping it in two. The Blackbird’s left wing explodes and it crashes on the beach. A good shot shows the two wrecked craft a few yards from each other.

The mutant groups, sans Shaw, who remains in the reactor absorbing radiation, exit their crafts and stare each other down. Azazel, Beast, and Havoc fight each other. Beast digs his claws into Azazel and says, “Where you go, I go.”

They end up on an naval vessel. Angel pops in to spit on Havoc and destroy his chest-mounted energy ray. The sailors surround Havoc, afraid of him and eager to arrest him. Banshee stops by to sonar-blast the humans.

Meanwhile, Magneto infiltrates the broken sub. Xavier cannot find Shaw with his mind, nor can Magneto with his eyes. Suddenly a door opens into Shaw’s Hall of Mirrors and Radioactivity. “Hello Erik,” Shaw says in a deep voice that bounds across octaves.

Banshee and Havoc fly from the American ship, but Angel damages Banshee’s glider wing. They hit the beach. Havoc lasers off two of Angel’s wings.

Shaw shuts the door, blocking Xavier’s mind. Shaw is happy to see his protege again, but he knows why he’s there. Shaw uses some of his absorbed energy to tap Magneto into the glass wall. Cracking it, Xavier can mentally enter the space.

Magneto brings down all the metal surrounding the chamber onto Shaw, but to no avail. “You’ve come a long way from bending gates,” Shaw says as he pushes an I-beam toward Magneto’s chest. He tries to sway Magneto to his side. The world of humans is over. Mutants must join together to prepare for the next wave of humanity, Shaw says.

Xavier implores Magneto to keep doing whatever he’s doing. The latter manipulates a steel cable to remove the Xavier-blocking, Soviet-built helmet from Shaw’s head. Xavier immediately freezes Shaw.

Magneto calmly walks to the helmet. He pulls it on, blocking an angry Xavier from his mind. Xavier couldn’t stop him because all his concentration was on holding Shaw still.

Magneto removes the old Nazi coin, the one over which Shaw killed Mrs. Lehnsherr because young Erik couldn’t move it. Shaw can’t react because he is frozen, reaching for his lost helmet.

The coin floats now. Magneto warns Shaw that he will count to three as he slowly moves it toward Shaw. Using a good graphic match, we see the profiles of motionless Shaw and screaming Xavier in slow motion, as the latter begs Magneto not to kill Shaw.

“I just want you to know,” Magneto says, “that I agree with every word you said. But, unfortunately, you killed my mother.” Magneto counts very slowly. Fassbender’s eye twitches at “two,” as if he understands the transitive moment taking place. At “three” the coin enters Shaw’s skull and exits through the rear. Xavier screams, surely able to feel the pain.

With Shaw dead, the movie is over, right? Nope. The Soviet and American navies have seen the power of a handful of mutants and agree to destroy them on the beach in Cuba, thinking they’ll never have a better chance.

Magneto floats Shaw’s corpse off of the submarine. He takes up Shaw’s cause. “The real enemy is out there,” he says, pointing to the warships as their guns turn toward Mutant Beach. “The Neanderthal is running scared.”

The naives don’t hesitate, firing about everything they have at the mutants. Several terrific shots, from many angles, show the missiles and shells streaking toward the beach. Most mutants fear the shots, but Magneto ponders them until he sticks out his left arm and stops them in midair.

Slowly he turns them back toward the open-mouthed sailors. They had one chance, and they blew it. Xavier begs Magneto not to do this. “They’re just following orders,” Xavier says. He has a gift for saying exactly the worst thing at exactly the worst moment. I can see why he never gets laid.

Magneto pushes the bombs back from whence they came. Xavier can’t stop him. Unless…Xavier tackles Magneto as the ordnance flies toward the ships. Some explode. The mutants battle for control.

MacTaggart shoots at Magneto’s helmet, the only place on his body that can’t be harmed. Magneto deflects one bullet into Xavier’s spine. He forgets the missiles, which detonate mid-air, and runs to his friend. He extracts the bullet and tries to choke MacTaggart. “You did this,” he says. “No,” Xavier says, “you did.” That saves the CIA agent.

Magneto assumes Shaw’s role. He asks Mystique to join him, which she does after saying goodbye to Xavier, her brother from another mother. Magneto’s team zap away with Azazel. Xavier’s team run to comfort the professor who, three times, howls, “I can’t feel my legs.”

Jokes (1/4)

The X-Men are persecuted people, so they don’t have a lot of humor.

The single best joke in the movie, perhaps in all the X-Men movies, comes during the mutant roundup montage. Xavier and Lehnsherr gather mutants to the CIA base. Angel, Darwin, Havoc, and more are found.

But we know one mutant who’s been around for a long time. He’s last on the list. Xavier and Lehnsherr walk into a bar. They introduce themselves to Hugh Jackman as Wolverine. “Go fuck yourself,” Wolverine says before they speak again. The two mutants leave.

Setting (2/4)

The CIA facility where the teenage mutant ninja X-Men train and party is as drab as government-funded 1960s architecture could be, which, by default, makes it the most boring building ever made. Unfortunately this setting comprises a long part of the movie.

The other settings make up for it. Xavier’s mansion is spectacular, filmed on the real life grounds of Englefield House in England. A more beautiful manor house probably doesn’t exist.

The scenes around Cuba are terrific. Camera work aids in turning the expanse of the sea into a claustrophobic environment, and the palm trees are just as pretty as peaches.

Commentary (1/2)

No character in the X-Men world, perhaps no comic character period, is as dichotic as Magneto. Watching him throughout the series as played by Ian McKellen and Michael Fassbender, Magneto has fallen on both sides of right nearly each time out.

As we see him at his angriest and most raw, First Class exemplifies his internal divide. Magneto is perfectly willing to help Xavier find Shaw, but Magneto makes no bones–he will kill Shaw. “Do you have it in you to allow that?” he asks Xavier as they play chess.

In the end, Xavier can’t stop him, nor can he convince him to leave the non-mutants alone. And there lies the divide of Magneto’s character. He was “created,” so to speak, in the fires of the Holocaust, by a madman eager to destroy the world order.

Magneto believes, as does Shaw, that the humans must be left behind by their more evolved compatriots. This is EXACTLY the Nazi line of thinking, a thought that never seems to occur to the tortured soul. While raging against those “following orders” and exterminating a perceived lesser group, Magneto seeks the same end.

Offensiveness (-1/-2)

At movie’s end Xavier removes MacTaggart’s memories of him so he can keep his location secret. The CIA interrogates her, but she can only recall snippets like trees, light, a kiss.

The table full of men scoff. Her boss says, “This is why the CIA is no place for a woman.” I think that was meant to be funny to the modern viewer. It came off a callous and unnecessary. Guy in the ’60s were sexist–duh!

The X-Men series interestingly portrays its male mutants. Sex is not a topic. Lehnsherr turns down an offer from Jennifer Lawrence. He and Xavier cry when remembering their pasts. Shaw finds Emma Frost lovely, but he doesn’t believe her to be on his level of strength.

The mutants are the most powerful humans in history, yet they avoid discriminating amongst their kind. The humans are portrayed as frightened, arrogant, mistrustful, and stupid. The mutants are sensitive, open, eager to work together.


  • Wondering how to get custom-made submarine interiors. Know of anyone?

Summary (45/68): 66%

Rebooting and recasting the X-Men mutants was a terrific idea that panned out beautifully in First Class. The series received new energy from the younger actors and from origin storylines.

Magneto’s scene in the Argentine country bar should resonate as the strongest moment in the entire series of films. I found it more chilling than anything he did as uber-villain Magneto. We wanted him to kill those Nazis, but we also know what Magneto will become, and that scares a part of us–cheering for the bad guy.

The success of First Class might encourage Fox to reboot the X-Men again when the current cast ages out, or, rather, when it doesn’t age fast enough. My guess is that they won’t recapture the magic.