How much do we expect from superhero movies?  Do we ask that they be faithful?  Do we demand they be grittier so we can argue that they're more mature and therefore better?  Or do we ask that they be fun, disposable entertainment?  That answer probably depends on the property, although the tone and plot of the most famous superhero comics have varied so widely over the years that there's no single answer.  Keeping this in mind, Matthew Vaughn's X-Men: First Class forges its own path, not just in terms of the X-Men franchise, but in the superhero genre.  The film is stylish and exhilarating, but it's also darker, more intense, and all the better for it.

First Class is a prequel that takes us back to the origins of not only the X-Men, but between its founders Charles Xavier aka "Professor X" (James McAvoy) and Erik Lehnsherr aka "Magneto" (Michael Fassbender).  We witness how both men are mutants by nature (Xavier a telepath and Lehnsherr a master of magnetism), but their attitudes towards man are based in their nurture.  Xavier grows up pampered in a mansion in Westchester, New York and develops an early friendship with a young Raven Darkholme aka "Mystique" (Jennifer Lawrence).  In Europe, Erik is placed in a Nazi concentration camp where he's forced to develop his powers under the auspices of a cruel officer (Kevin Bacon).

We then flash forward and Charles is hitting on chicks (a jealous Raven at his side) by showing off his knowledge about mutations while Erik is hunting down his Nazi tormentors.  While a weaker script may have rushed the meeting between Charles and Erik, the film keeps them apart for the majority of the first act.  It's a smart move because it gives us a chance to better know the individual characters and how deeply they believe their own views regarding mutant-human relations.  The two are eventually thrown together serendipitously as Charles is recruited to hunt down Sebastian Shaw (Bacon) who has his own band of mutants—telepath Emma Frost (January Jones), teleporter Azazel (Jason Flemyng), and tornado-conjurer Riptide (Álex González)—and at first glance is working as a communist spy.  In response, Charles and Erik team with CIA operative Moira MacTaggert (Rose Byrne) and form their own team of mutants to combat Shaw and stop his ultimate plan: to engulf the world in a nuclear apocalypse.

Why does Shaw want to nuke the world?  Because he believes mutants will survive and they will then rule the planet with Shaw as their leader.  It's a dumb plan but it's convincing that Shaw would do it since he's arrogant enough to believe that every mutant would agree with him and those who didn't would cower in fear.  He also works as a villain because his power is almost unstoppable (he absorbs energy and then dishes it out) and because Bacon comes off as absolutely terrifying.  He's played villains before, but this is him at his malevolent best.

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Shaw's plan is almost the exactly the same as Magneto's plan in the first X-Men (but with nuclear annihilation instead of genetic obliteration).  It's a cool twist that Erik shares his mortal enemy's beliefs and eventually takes his plan.  And First Class is full of these cool twists.  The film simply doesn't say "Charles = Good, Erik = Evil".  The audience is forced to reconsider the beliefs of both these men.  Charles' faith doesn't seem to be placed in humanity, but rather a celebration that mutants can be "the better men."  It's part of not only his naivety but his astounding arrogance.  It's not a mistake that the last thing we see Charles do in the film is underhanded, patronizing, and ultimately ineffective.

By contrast, Fassbender consistently draws us into the badass charisma of Erik.  We shouldn't side with his methods and his hatred towards humans, but he's just so damn cool.  McAvoy does a terrific job as does the majority of the cast, but this movie truly belongs to Fassbender.  This is where he becomes an A-list star and viewers will be rushing out to see his previous films (start with Hunger!).  He plays every side of Magneto and plays it honestly.  We completely believe in his anger, his pain, his aloofness, and most importantly, his inability to forgive humans.  Because the plot owes so much to spy flicks and their 1960s style, it almost feels like Erik and Charles are two sides of James Bond.  Erik gets to be the brutal ass-kicker who uses a license to kill to his full advantage while Charles gets to be the suave "shaken-not-stirred" man.

But there's so much confidence in the direction that the film never feels like parody.  Vaughn takes the heart of a serious cold-war drama and expertly blends it with the larger than life tone of superhero stories.  X-Men: First Class is never embarrassed that it's a superhero movie but it never feels the need to play into the genre's tropes or audience expectations.  There are few films that can balance the brutality and darkness of the film's violence with the joy, humor, and fun of the mutants discovering and learning to control their powers.  When we see the young mutants going from partying and declaring their code names to being under attack from Shaw and his killer mutants, the switch should be so abrupt as to knock us out of the movie, but Vaughn's total conviction and complete control keep us drawn in.

That's X-Men: First Class: a bunch of disparate elements that shouldn't work and yet they do.  Weighty character drama between two friends who are doomed to become enemies played alongside flying teenagers and blue teenagers shouldn't work, but it does.  Throwing together a slick espionage story with charming coming-of-age narratives shouldn't work, but it does.  The reason it works is that everyone is playing everything at the top of their game.  There are a few weak links in the cast (Zoe Kravitz, Caleb Landry Jones), but almost all of the heroes get solid character arcs.  The cinematography is eye-popping, Henry Jackman's score is neck-and-neck with John Ottman's music for X2 as the best in the series, and Eddie Hamilton and Lee Smith editing work is superb.

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The movie isn't without its problems.  The series continues its weakness of making the henchmen nothing more than fearsome powers attached to no-name characters (I'm not sure "Riptide" is even referred to as "Riptide" except in the credits).  The script, while doing its best to tap into Cold War fears, shirks commentary about racial integration in favor of yet again making a comment about gay discrimination.  That's fine for films set in the modern day, but it feels heavy-handed and it highlights the story's oversight of racial politics.  Speaking of race, my biggest problem with the film is when [spoiler, scroll over to read]: Darwin sacrifices himself to save the group.  For a movie so determined to take chances, it's a tired cliché that's unworthy of this film.

In the first half of the 2000s, when it became clear that Bryan Singer wasn't going to direct the third X-Men movie, Vaughn came close to getting the director's chair for The Last Stand.  Then it fell apart but he's come back and delivered arguably the best film in the franchise.  X2 holds a special place in my heart, but for sheer ambition, the risks it's willing to take, and its total confidence and style it possesses, X-Men: First Class is the best X-Men movie to date and one of the best movies I've seen so far this year.

Rating: A-

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