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Reviewer:  Jim "JR" Rutkowski
Director:  Matthew Vaughn
Story by: Sheldon Turner & Bryan Singer.
Screenplay by: Ashley Edward Miller, Zack Stentz, Jane Goldman, Matthew Vaughn
James McAvoy, Michael Fassbender, Rose Byrne
Length:  132 minutes
Released:  060311
PG-13 for brief strong language, some sexuality and a violent image.
"...a thrilling, exciting and hugely entertaining work that both fanboys and newbies will enjoy with unequal measure." 

First Thor, and now this. If you had asked me a few weeks ago to name what I suspected would be the most tiresome and unnecessary sequel in a summer movie derby chock-full of such things, I most likely would have skipped over such seemingly obvious competitors as "The Hangover Part II," "Transformers 3" and "Pirates of the Caribbean 4" and selected "X-Men: First Class," the latest big-screen adaptation of the long-lasting Marvel comic book series about an ever-expanding group of mutants who battle the forces of evil (and often each other) in defense of a normal human population that still fears and mistrusts them.

For starters, it is the fifth installment in the series and by this point, even the best film franchises tend to rely on old and familiar tricks in order to make up for the inevitable lack of inspiration. Then there is the fact that the series as a whole has already been running on fumes for a while now--while I will admit that my somewhat negative views on the first two X-Men epics (2000's "X-Men" and 2002's "X-Men United") were evidently a minority opinion, even the most dedicated fanatics grudgingly admit that the last two entries, 2006's "X-Men: The Last Stand" and 2009's "X-Men: Wolverine," were lame and exhausted cash grabs instead of fully developed stories. Finally, "X-Men: First Class" is actually a prequel, a idea theoretically designed to show audiences how their beloved characters first came together and, in certain cases, came to part ways but which is more importantly a way for the studio to extend the shelf life of the franchise by replacing stars who have become too expensive or too old to continue on with younger and cheaper actors without raising a ruckus amongst the fan base.

For all these reasons, not to mention a certain fatigue for films involving people in absurd costumes pounding the crap out of equally strange bad guys (or at least those not done by Christopher Nolan, of course), I must admit that when I went into "X-Men: First Class," it was with a certain lack of optimism. After all, if the sight of oddly-dressed mutants with mystifying powers whomping the crap out of each other hadn't filled me with enthusiasm the first four times around, what chance was there that the series would finally turn itself around and come up with something genuinely interesting and exciting with the fifth? And yet, it seems that the fifth time was indeed the charm because "X-Men: First Class" is a thrilling, exciting and hugely entertaining work that both fanboys and newbies will enjoy with unequal measure and while it may not quite scale the heights reached by the likes of "The Dark Knight," it is definitely one of the best superhero epic to come along in a while.

The story opens in 1944 with a dual prologue illustrating the very different circumstances that went into forming the lives and world views of the two mutants that would eventually become the center of the entire X-Men mythology. In Auschwitz, young refugee Erik Lensherr inadvertently demonstrates an ability to move and bend metal with his mind, a talent that catches the eye of the oily Dr. Schmitt (Kevin Bacon), who attempts to force Erik to demonstrate his talent by threatening to murder his mother before his eyes if he doesn't do it. Predictably, it all goes gunny and it leaves Erik with a lifelong taste for revenge against those who have hurt him and a general inability to fully harness his powers without tapping into that outsized sense of rage. Half a world away, there is Charles Xavier, who possesses amazing telepathic abilities and from his lush and pampered existence, he already visualizes a future world in which normal human beings and humans can coexist in peace. He is so committed to this utopian vision that when Raven, a young girl who can shape-shift as a way of disguising the fact that she is covered from head to toe in blue scales, breaks into his house to steal some food, he winds up inviting her to stay and she more or less becomes his adopted sister.

Before the particulars of that arrangement can completely sink in, the story fast-forwards to 1962 where Charles (now played by James McAvoy) is a dashing young professor-to-be at Oxford who uses scientific patter about mutations as pick-up lines that appear to score more often than not, that is unless Raven (Jennifer Lawrence) doesn't throw the occasional monkey wrench into his plans out of a mixture of exasperation and jealousy. As it turns out, Charles' theories on mutations and how they may go on to shape mankind catch the eye of Moira McTaggert (Rose Byrne), a CIA agent whose investigation into a possible outside influence deliberating trying to ratchet up tensions between the U.S. and Russia has caused her to see things too strange to be explained by any other means and which are connected to the mysterious Sebastian Shaw, which turns out to be the new name and persona of the former Dr. Schmitt. While accompanying the authorities on a raid of Shaw's luxury yacht, Charles discovers that not only does Shaw have special powers of his own, he has his own cadre of mutants helping him out, the most significant being Emma Frost (January Jones), a looker whose telepathic abilities are a match for Charles' and who also possesses the ability to transform her skin into a virtually impenetrable diamond surface. He also discovers that he isn't the only mutant out there trying to get Shaw--the now-grown Erik (Michael Fassbender) has also arrived with a plan to murder his one-time tormentor even if it results in his death as well.

Shaw escapes but Charles and Erik do connect and despite their obviously divergent world views, the two become friends and go on an around-the-world quest for fellow mutants that they can use to put together a group under McTaggert's supervision capable of uncovering Shaw's plans and stopping them. Along with Raven, now going by the name of Mystique, the new recruits include Hank McCoy (Nicolas Hoult), a CIA scientist with enormous feet who has secretly been working on a formula to hide the external characteristics of mutants while retaining their powers, energy blaster Havok (Lucas Til), sonic boom-level screamer Banshee (Caleb Landry Jones), the exceedingly adaptive Darwin (Edi Gathegi) and human butterfly Angel (Zoe Kravitz). Before these newbies can be fully trained, Shaw attacks them and attempts to lure them to his side by informing them that the straight world will never accept them for who they are. With those who remain, Charles and Erik head off to prevent Shaw from letting the Cuban missile crisis escalate into World War III in a cataclysmic finale that features all sorts of details that were somehow left out of "13 Days" while illustrating the final rupture in their friendship that would send them down very divergent paths.

One of the central problems that I had with the previous "X-Men" films is that each one contained so many different characters, each with their own unique mutation and detailed background, that by the time they were all introduced and had a chance to demonstrate their powers, they would be nearly two-thirds of the way through their running times and so there would be little time for them to do anything else but beat the spandexed crap out of each other until the end titles rolled. Even though it technically consists of nothing but back story, "X-Men: First Class" has a different feel to it that is utterly unlike the others installments and it is all the better for it, though the apparent departures from the established continuity of both the film's and the comics may give the more dedicated fans some pause. Despite the essentially serious nature of Erik's past and his ideological conflict with Charles, the film is much lighter and breezier in tone than its predecessors, aided in no small part by the clever decision to set the action during the early 1960's, a move that allows director Matthew Vaughn to pay homage to such then-contemporary entertainments as the Rat Pack extravaganzas and the early James Bond films by giving the entire enterprise a retro-hip sheen that sets it apart from most contemporary blockbusters. Vaughn, whose last film was the dreadful superhero satire "Kick-Ass," also shows a surprising affinity for staging the kind of spectacular action set-pieces in ways that are both viscerally exciting and aesthetically pleasing--although the slam-bang finale set amidst American and Russian warships off of Cuba poised to possibly destroy the world will probably get most of the buzz, I was even more impressed by the attack on Shaw's yacht, a multi-level orgy of destruction that comes across as weirdly convincing even though I instinctually realize that it is the product of countless effects technicians.

At the same time, the film is equally effective in the quieter and more character-driven moments that usually grind movies of this type to a halt. In fact, if I had to pick a favorite moment, it would probably be a theoretically throwaway bit in which the new recruits goof around and show off their various powers while dancing to the immortal "Hippy Hippy Shake"--in a series that has often overdone the gloom, doom and general angst of its characters, it comes as a welcome surprise to see some of them just cutting loose for a few minutes in between saving the world or confronting their destinies. One of the reasons that these lower-key scenes work is because they have been cast with an unusual sense of care. James McAvoy as Charles Xavier does a very effective job of showing the character as a loose, carefree and optimistic young man while subtly suggesting the weight and gravitas to come.

As his eventual polar opposite, Michael Fassbender, who has become one of the hottest actors around thanks to memorable turns in films as diverse as "Bronson," "Fish Tank," "Inglourious Basterds," and "Jane Eyre" is equally strong and charismatic and brings a distinct edge to the character of Erik that suggests the hurt and rage he has been living with his entire life without ever overdoing it or looking ridiculous once he is eventually encased in his potential silly outfits. The supporting players are equally impressive as well--although the sight of Kevin Bacon playing a Nazi is questionable at best, he is pretty effective once his character settles into his swinging 60's sociopath phase and while some indie purists may bemoan the idea of Jennifer Lawrence jumping into the mega-movie pool so soon after scoring with the fantastic back woods melodrama "Winter's Bone," she demonstrates that she can turn in a performance just as soulful and convincing as in that earlier effort and doing so while covered from head to toe in blue makeup and little else. Hell, the film even finds the first non-"Mad Men" role for January Jones that manages to fit her unique combination of icy beauty and complete lack of anything resembling what some people might refer to as a personality--I hasten to assure you that I mean this as a compliment. And yes, the film even manages to find time to squeeze in cameo appearances from a couple of familiar faces--while I wouldn't dream of revealing them (I'll save that for Internet jerks), I will say that the first inspires one of the film's biggest laughs and while the second isn't too awful, it does serve as a distraction from one of the key dramatic moments that kind of throws the rest of the scene slightly off-balance.

"X-Men: First Class" may not be quite the top-shelf entertainment suggested by its title--there are a couple dud moments here and there where Vaughn applies the allegory brush a little too thickly for the film's own good (at one point, character is revealed to be a mutant after hiding it, he remarks "You didn't ask and I didn't tell" and during another, a reference to mutants being treated like "slaves" is immediately followed by a quick cut to a pensive close-up one of the only two African-American characters), the finale relies a little too heavily on the slam-bang action for my taste and I must confess to a continued sense of mild uneasiness about the use of Holocaust imagery as background for a comic book epic. That said, there is so much about this film that does work that I am perfectly content to accept those hiccups if they are the price to pay for something that is so otherwise entertaining in all the other departments. Throughout "X-Men: First Class," the mutants pull off one spectacular trick after another but as the end credits began to roll, I realized that it had pulled off the most astonishing feat of all--it actually made me consider the prospect of another "X-Men" movie with enthusiasm instead of dread.

X-MEN: FIRST CLASS 2011 20th Century Fox
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Review 2011 Alternate Reality, Inc.



"..stands completely on its own as its own movie and proves to be an excellent addition to the superhero genre."  (JR)

" ...a distractingly frenzied picture lacking true satiric aim, making the oncoming mess of ultra-violence more troubling than rousing."  (JR)

"This is what a superhero movie should be: an exciting, quick-witted adventure built to entertain."  (JR)