Greatest Movie Series
Franchises of All Time
The "X-Men" Films




X-Men: First Class (2011)

X-Men Films
X-Men (2000) | X2: X-Men United (2003) | X-Men: The Last Stand (2006)
X-Men Origins: Wolverine (2009) | X-Men: First Class (2011) | The Wolverine (2013)
X-Men: Days of Future Past (2014)

The "X-Men" Films - Part 5

X-Men: First Class (2011)
d. Matthew Vaughn, 132 minutes

Film Plot Summary

In a Nazi Germany, Third Reich-ruled concentration camp located in occupied Poland in 1944 during WWII, young son Erik Lensherr (Bill Milner as youth) was separated from his Jewish parents by brutish Nazi guards. In desperation, Erik reached out to them - exhibiting his developing telepathic mind and its mutant powers - the power of magnetism with the ability to manipulate metal. He remarkably bent a metal barbed-wire fringed gate which separated him from his parents, until a guard butted him with a rifle and left him unconscious. From an overlooking window, cruel German scientist Dr. Klaus Schimdt (Kevin Bacon) had observed the miraculous event. Later, Lensherr was summoned into Schmidt's office, where he stated: "Genes are the key that unlocks the door to a new age, Erik. A new future for mankind." He proposed that Erik repeat the miracle, by using his magnetism power to move a small metal Nazi coin on the top of his desk. After Erik failed in his attempt, the tormenting Schmidt counted to three before maliciously executing Erik's mother in front of him. In his grieving rage, Lensherr's out-of-control magnetic power crushed every metal object in the room, compressed the helmets of the two guards and killed them, and destroyed the office and adjoining lab - as Schmidt chuckled. He realized the gift could be unlocked by causing Erik anger and pain. Schmidt placed the Nazi coin in Erik's palm.

At about the same time in 1944 in Westchester County NY, in his extravagant mansion, young, wealthy, telepathic and intelligent Charles Xavier (Laurence Belcher as youth) heard an intruder late at night in his kitchen. He found his 'mother' at the kitchen's refrigerator scrounging for food. He realized that she wasn't his mother when she claimed to be getting a snack, and offered to prepare some hot chocolate for him ("My mother has never set foot in this kitchen in her life. And she certainly never made me a hot chocolate"). The disguised and hungry homeless girl revealed herself as shape-shifting, blue-skinned, chameleon-like mimic Raven (Morgan Lily as youth). He was pleased to greet her: "I always believed I couldn't be the only one in the world," happy that she was "different" like him. He invited her to live with his family: "You never have to steal again."

18 years later (in 1962) in Geneva, Switzerland in the present-day, Erik Lensherr (Michael Fassbender as adult) was still seething with revenge and tracking Schmidt's whereabouts. His power over metal was greatly developed, controlled and focused. In a Swiss bank, he forced an executive to trace a Nazi bar of gold (created from the melted possessions of the incarcerated Jews in camps) back to Klaus Schmidt, whose address was in Argentina (at Villa Gesell). Lensherr traveled there to the tavern, where he found two former German-speaking concentration camp soldiers drinking in the bar. He stabbed one man in the hand, and when the bartender pulled a gun, Lensherr directed it to shoot and kill the second man, and then murdered the bartender. He called himself "Frankenstein's Monster" before killing the third man. A framed picture on the wall identified Schmidt as being on his yacht, the Caspartina, moored in Miami, Florida.

Meanwhile at England's Oxford University, PhD. grad student Charles Xavier (James McAvoy as adult) was exhibiting his telepathic powers. He was studying and preparing for his thesis on mutation, and also espousing his beliefs to pretty co-eds: "Mutation took us from single-celled organisms to being the dominant form of reproductive life on this planet." He was accompanied by his foster-adopted sister Raven (Jennifer Lawrence as adult), who was working as a waitress and residing with him. She was conflicted about her freakish mutation that was much more obvious than his. She muttered to herself: "Mutant and proud. If only."

In another location, on the casino strip in Las Vegas, Nevada, in front of the Atomic Theatre, CIA agent Moira MacTaggert (Rose Byrne) was in surveillance mode, when she noticed US Army Colonel Hendry (Glenn Morshower) entering along with the super-rich: three mob bosses, the CEO of Lockheed, and the Italian ambassador. MacTaggert joined a number of lingerie-clad hostesses as they entered the Playboy-ish Hellfire Club, to provide entertainment for Hendry and the others in private booths. Hendry was brought into an interior room, where he met the ruthless and sociopathic leader Sebastian Shaw (also Kevin Bacon), former Nazi scientist Schmidt. Shaw, who appeared to be a legitimate businessman, was there to pressure Hendry into reconsidering his efforts to block installation of Jupiter missiles in Turkey, close to Russia, that could engender nuclear war. Interested in world domination and in fomenting a global war, Shaw used the powers of other villainous mutants in his exclusive club to support him:

  • Emma Frost/White Queen (January Jones), Shaw's assistant, resembling an Avengers-type bad girl, often scantily-clad and wearing white, with the ability to change her body into diamond form and to read minds and block telepathy
  • Janos Quested/Riptide (Alex Gonzales), with the ability to create powerful whirlwinds from his body
  • bright-red, demonic-looking Azazel (Jason Flemyng), with the ability to quickly teleport across long distances
  • [Note: Later, a fourth female mutant Angel was recruited from an opposing mutant group]

After Hendry was threatened (with a display of the powers of Emma and Riptide), teleporting Azazel grabbed him and disappeared, and Hendry "magically traveled 3,000 miles in the last ten minutes." In the next scene set in the Pentagon's War Room, Hendry was already announcing his changed viewpoint - he was advocating installing Jupiter missiles in Turkey (a move that could conceivably "start WWIII"). By phone from the Hellfire Club, MacTaggert reported the strange occurrence that she had witnessed to CIA Director McCone (Matt Craven). When her report was viewed skeptically, MacTaggert's next objective was to locate an expert on human genetic mutation - newly-honored and celebrating Professor Charles Xavier. When they met in England, Charles telepathically read MacTaggert's mind, visualized that she had experienced advanced diabolical mutated beings, and agreed to help the US government.

Shaw was aboard his yacht in Florida where an untrusting Colonel Hendry threatened him with a hand-grenade to guarantee his promised bribe money. Shaw grabbed the grenade and pulled the pin - and then demonstrated his energy-absorbing mutant power. He absorbed the kinetic energy from the blast, transformed it into raw strength, and killed Hendry with it.

At CIA Headquarters in Langley, Virginia, visiting Professor Charles Xavier lectured a small group of CIA officials on mutation to convince them of the threat of evil mutants, led by Shaw who was interested in turning the Cold War into World War III: "The advent of the nuclear age may have accelerated the mutation process. Individuals with extraordinary abilities may already be among us." The content of his presentation wasn't believed by officials, forcing Charles to reveal his telepathic abilities. Raven shocked everyone by mimicking the appearance of skeptical Agent William Stryker (Don Creech) - the opposition abruptly ended (Charles: "How's that for a magic trick?"). Unnamed CIA agent Man in Black Suit (Oliver Platt) volunteered to sponsor the helpful mutants and take them, in lock-down mode, to his off-site covert Division X facility, a CIA Research Base.

Erik located Shaw first, found aboard his yacht in Florida, and attacked. His powers were deflected by the White Queen and he was tossed into the water. Simultaneously, the US Coast Guard - led by telepathic Charles Xavier, announced their presence on advancing pontoon boats, but Xavier's powers were also neutralized, and Riptide sent powerful winds to overturn the approaching boats. With his metal-manipulating power, Erik wrapped the yacht with its own chain and anchor and ripped it in half horizontally, as Shaw and his followers fled to his submerged, attached submarine to escape. Erik vainly attempted to stop Shaw by holding on to the retreating submarine, although he nearly drowned trying to raise it up. Charles dove into the water and convinced him to let go. The two realized they were both mutants with extraordinary gifts, and that they had a common enemy (Shaw and the Russians).

Erik was convinced to join Xavier and Raven at the CIA's Division X, where studies were underway to investigate the application of paranormal powers in military defense. The Man in Black Suit knew that Shaw was working with the Russians, and had recruited the Charles' group of mutants to unofficially work with the CIA. They met former scientist and political activist, nerdy, super-smart and talented Dr. Hank McCoy (Nicholas Hoult), who was developing an advanced supersonic jet. Xavier inadvertently outed McCoy as another mutant - who then showed off his massive, prehensile feet and then demonstrated them by hanging upside down.

Shortly later, McCoy explained to Raven how he had long been searching for a serum - a "cure" for his strange, abnormal appearance without affecting his mutant abilities. He had asked her for a sample of her blood, since he believed her genes uniquely held the key to changing appearance. Erik had overheard their conversation and told them: "I wouldn't change a thing." Erik then stole the CIA file on Sebastian Shaw and as he was leaving the facility, Charles confronted him and offered him a chance to stay and be "something much bigger than yourself" - part of their mutant cause. He eventually decided to remain and help locate other powerful mutants to help combat Shaw.

McCoy had been working on a prototype Cerebro, a mutant-locating transmitting device that amplified brain waves. It could be used to enhance telepathic powers and help in recruitment. With McCoy's guidance, Charles experimented with Cerebro and located the coordinates of a number of mutants. He and Erik rounded up some of them to assist, including (with some of their code names):

  • go-go girl/stripper Angel Salvadore (Zoe Kravitz), with dragon-fly wings and the ability to spit acidic saliva
  • taxi-driver Armando Munoz/Darwin (Edi Gathegi), with the quick-adapting survival power of "reactive evolution," including the ability to develop gills underwater, and make his outer skin impenetrable and tough as concrete
  • Army prisoner Alex Summers/Havok (Lucas Till) who preferred solitary confinement, with the ability to absorb energy and release it in circular, saucer-shaped, slicing energy-blasts
  • Sean Cassidy/Banshee (Caleb Landry Jones), with the power of supersonic screaming that could harm enemies' auditory systems; it could also cause physical vibrations that shattered glass, and could be used as an aid to flight
  • [Note: Wolverine/Logan (Hugh Jackman in an uncredited cameo role), declined the invite in a bar, with profanity ("go f--k yourself")]
  • Raven, now using the code name Mystique, with the ability to shapeshift, with yellow eyes, very athletic and skilled in martial arts; also her cells aged at only half the rate of normal humans

The presence of US missiles in Turkey presented a threat to the Soviets, according to Russian Foreign Minister Gromyko. In his submarine parked under an icy wasteland, enroute to Russia, Shaw spoke to his pretty assistant Emma. He showed her a defensive helmet that the Russians had constructed for him - to prevent telepathic powers from "getting into his head." However, Charles' use of Cerebro and the amplification of his telepathic reach was sensed by Emma Frost - she told Shaw as he was charging his energy resources within the sub's nuclear core: "They're recruiting." Shaw decided to send Emma onto Russia to meet with a general, while he handled the opposing mutants - at their secret facility.

CIA Intelligence intercepted the fact that Shaw was planning to meet with the Russian Defense Chief in Moscow. Erik's and Charles' young recruited mutants were to be sent to Russia to intercept him, but they obviously weren't trained or ready. At a Russian Military Retreat where the meeting was scheduled, the CIA sent in Charles and Erik with MacTaggert to capture Shaw. When they realized Shaw had sent Emma in his place, Erik single-handedly decided to act (although Charles followed). He wrapped Russian guards in barbed wire, deflected gunfire, entered the retreat, and confronted Emma with the general. When she converted to her White Queen diamond form to fend off Charles' mind-reading, Erik strangled her with metal bedposts until she returned to her human appearance. After telepathically seeing into her mind, Charles realized that Shaw intended to place Russian missiles in Cuba, causing global nuclear annihiliation (and WWIII) by the two super-powers. He heard Shaw expressing his belief in mutant ascendancy:

We are the children of the atom. Radiation gave birth to mutants. What will kill the humans will only make us stronger.

Charles feared: "This is worse than we previously imagined." Emma was apprehended and taken to CIA headquarters for imprisonment - and questioning.

At the same time, Shaw (wearing his protective helmet) was attacking the Division X facility, aided by his cohorts: teleporting Azazel and Riptide. Azazel grabbed the Man in Black Suit, teleported him high into the air, and dropped him to his death. Other guards were quickly killed, and Riptide's whirlwinds destroyed the prototype Cerebro. Shaw's body absorbed a barrage of bullet fire which he reversed to destroy much of the facility in a fireball. When Shaw couldn't find the "telepath" (Charles), he removed his helmet and assured the young mutants: "I am not here to hurt you." He eloquently and convincingly offered them a chance to join his cause:

There's a revolution coming. When mankind discovers who we are, what we can do, each of us will face a choice. Be enslaved or rise up to rule. Choose freely, but know that if you are not with us, then by definition, you are against us. So, you can stay and fight for the people who hate and fear you, or you can join me and live like kings. And queens.

Angel was successfully recruited, and told the others: "We don't belong here. And that's nothing to be ashamed of." Darwin also walked over to join Shaw, but it was a trick to shield Angel, and to provide Havok a chance to blast Shaw with one of his twirling circular energy-blasts. Shaw reversed the energy generated by Havok, threw it down Darwin's throat - who attempted to adapt and resist the energy - but was incinerated and disintegrated.

Shaw then met with the Russian general in Moscow, apologized for the CIA attack on his retreat, and then forcefully suggested placing retaliatory missiles next door to the US in Cuba ("You will make this happen"). The Russians began to ship their warheads to Cuba on an ocean-going Soviet vessel - expected to arrive in one week. The Pentagon set up a defensive "Interdiction Line" or blockade-embargo line, fortified by the dispatched US 7th Fleet. If the Russian ship crossed the line, it would be considered a declaration of war, forcing the US "to retaliate with a full nuclear response." The Russians were also left "with no choice" but to dispatch their fleet to protect their interests. It was the start of the historical Cuban Missile Crisis. All diplomatic efforts to avert nuclear war had failed.

When Erik and Charles returned to the devastated Division X facility, Erik proposed avenging Darwin's death ("Shaw has his army, we need ours"), although Charles wanted to send the young kids home. Charles was convinced to begin a training regimen for the mutants to focus and perfect their powers and tap their inner strengths - at his Westchester County, NY mansion, equipped with an underground bunker. But still, the two held conflicting ideologies about how humans viewed mutants, and whether they wanted to be part of the world or against it.

In the meantime during training exercises, Hank McCoy was working on a cure (using Raven's DNA) to suppress only their physical mutational appearances. He offered Raven one hypodermic vial of serum, but she declined the solution to their cosmetic problem: "Should we have to hide?" Earlier advice received from Erik caused her to reject the idea of hiding her natural look (Raven now asserted: "Mutant and proud"). She pleaded with Hank: "You're beautiful, Hank. Everything you are, you are perfect." But he went ahead ("We need this cure") and injected himself anyway - and it backfired - his skin turned blue and developed fur, and his body grew in size. Raven tried to seduce Erik by enticing him naked in his bed - but he rejected her false self and convinced her to accept her mutant self: "I prefer the real Raven...Perfection...You don't have to hide. Have you ever looked at a tiger and thought you ought to cover it up?...You're an exquisite creature, Raven. All your life, the world has tried to tame you. It's time for you to be free." He passionately kissed her when she reverted to her natural self.

The group of trained mutants met Hank at the airbase, where they wore protective uniforms that he had created, and saw a gigantic stealth jet (the Blackbird or X-Jet) that he had designed. He revealed his new look to them and explained: "It didn't attack the cells. It enhanced them. It didn't work." Raven assured him otherwise, urging him to not be ashamed: "This is who you were meant to be. This is you. No more hiding." A new name was suggested for his bad-ass look: Beast. He piloted the stealth jet to the Cuban blockade line.

Off Cuba, the two fleets (led by the USS Independence and the Alexander Nevsky) were engaged on opposite sides of each other - as the Russian warheads-bearing cargo vessel, the Aral Sea, approached - it was only three minutes from the line. Both commanding officers feared what could potentially happen as everyone reported to battle stations and all weapons were readied. Then, the freighter was ordered to reverse course and return to its port in Odessa, although it didn't respond to orders to turn around and not cross the line. On the arriving stealth jet, Charles telepathically sensed that the entire crew of the Russian ship had been killed by Azazel. He used his powers to have the Russian fleet fire a missile and destroy its own cargo ship just before it crossed the blockade line. The Russian responsible for the firing was taken to the brig and blamed for the catastrophe - nuclear war had been averted. In his underwater submarine, Shaw monitored the situation, to ensure the missile arrived in Cuba. He sensed: "That telepath is powerful." He donned his telepathy-deflecting helmet and proposed a back-up plan, before proceeding to recharge himself with the sub's nuclear reactor core - set at 100% - to turn himself into some kind of nuclear bomb.

Banshee dove under water from the stealth jet's bomb-bay doors and used his screeching supersonic vibrating power to detect the location of Shaw's submarine. As he held on to the side of the jet, Erik then magnetically sucked Shaw's submarine out of the water, pulling the gigantic sub away from the conflict. Riptide emerged from the sub and counter-attacked by creating a massive tornado and waterspout. The battle caused both the stealth jet and the submarine to crash-land on Cuban shores. The commanders of the two fleets in the water watched in amazement, as the two opposing mutant groups clashed. Beast and Havok battled against Azazel, while Banshee flew after Angel.

Charles ordered Erik to find Shaw, thought to be in the middle of the destroyed sub, and to remove his protective helmet, while some of the members of the two mutant forces battled against each other on the beach (and on the deck of the US ship). Erik located the nuclear reactor controls and powered it down. When he confronted Shaw face to face in the inner chamber-void of the sub, he was asked: "Why are you on their side? Why fight for a doomed race who will hunt us down as soon as they realize their reign is coming to an end." Cracks in the side of the enclosed void slowly allowed Charles to sense what was happening from outside - and ultimately control Shaw's actions to immobilize him. Shaw apologized for their earlier unfortunate incident in the Nazi camp, but then claimed that he had only unlocked Erik's power: "Everything I did, I did for you. To unlock your power, to make you embrace it. You've come a long way from bending gates. I'm so proud of you. And you're just starting to scratch the surface. Think how much further we could go together." Shaw then promised to help rather than hurt Erik, noting: "This is our time, our age. We are the future of the human race. You and me, son. This world could be ours."

Erik agreed that he had been made stronger by Shaw: "It made me the weapon I am today. It's the truth. I've known it all along. You are my creator." He cleverly removed Shaw's helmet, allowing Charles access to Shaw - to immobilize him. Erik then put on the helmet to shield himself from Charles - and told Shaw that he agreed with every word of his views about mutants, but was now poised to seek ultimate revenge for the killing of his mother. With Charles objecting but powerless, Erik counted to three and propelled the Nazi coin through Shaw's forehead and out the back of his skull. After slicing through Shaw's brain, the coin emerged bloody.

In the US Pentagon, Stryker proposed a missile strike, coordinated with the Russians who shared their concerns, to exterminate the mutants once and for all: "We can end this threat for good." At the same time, Erik (fully in control of his abilities to manipulate metal and to levitate), approached his fellow mutants on the beach, proposing that their common enemy was "out there" - the two fleets who were preparing to target them - "United in their fear of the unknown. The Neanderthal is running scared, my fellow mutants!" Charles confirmed Erik's predictions that they were in the cross-hairs of the humans. Agent MacTaggert's efforts to call off the attack on the secure beach were ignored. A firestorm of missiles were fired and directed at them.

Erik held back the attack and froze the missiles in mid-air, then turned them around to strike their source, although Charles begged him to "release them" - and then personally struggled and fought with Erik on the beach, to prevent their detonation and destruction of the two fleets. They harmlessly blew up before striking the fleets. When CIA agent MacTaggert fired her gun repeatedly at Erik, one of the deflected bullets hit Charles in the spine. He was paralyzed from the waist down. Although Erik called his fallen comrade a "brother" and that they should all protect each other ("We want the same thing"), Charles disagreed.

Erik proposed that the mutants choose sides ("This society won't accept us. We form our own. The humans have played their hand. Now we get ready to play ours. Who's with me? No more hiding"). Mystique, Riptide, Angel, and Azazel joined Erik's side. As she left after saying goodbye to Charles, Mystique advised McCoy to embrace his mutant status ("Never forget, mutant and proud").

Now forced to remain in a wheelchair for the rest of his life, Xavier and his mutants (Banshee, Havok, Beast) returned to the mansion, where Charles had plans to open up an academy - only for mutants. To MacTaggert, he resolved to continue being on the government's side as G-men ("Just without the G"). She suggested it would be better if they were their own team - called X-Men. Charles wished for secrecy: "Anonymity will be the first line of defense." Although she promised never to reveal their location, a kiss between them was later seen, during a CIA inquiry, to clear or wipe her memory of all recent events.

The film ended with Erik breaking Emma Frost out of her metal-cell imprisonment at CIA headquarters. In his new uniform (with the helmet), he offered Frost to fill the "gap" in his life left from his departing friend and telepath - Charles. When she called him Erik ("Erik, I believe"), he responded: "I prefer Magneto" - using his new name as the founder of the Brotherhood of Mutants.

Film Notables (Awards, Facts, etc.)

This was a prequel to the entire series (original trilogy) set mostly during the early 1960s - the time of the Cuban Missile Crisis. It was considered the first film for a new trilogy. The next film in the X-Men series was planned for the summer of 2014, titled: X-Men: Days of Future Past (2014).

It presented the beginnings of the entire X-Men saga, describing the youths of the two main protagonists and their collaboration against a common powerful adversary, before they split off and became mortal arch-enemies due to their ideological differences:

  • Professor X (Charles Xavier) and his X-Men
  • Magneto (Eric Lensherr) and his Brotherhood

With the tagline: "Witness the Moment That Will Change Our World."

With a production budget of $160 million, and box-office gross receipts of $146.4 million (domestic) and $353.6 million (worldwide).

Set-pieces: Shaw's attack on the Division X facility, and the climactic showdown-faceoff between the US and Russia - the Cuban Missile Crisis conclusion.


Erik Lensherr/Magneto
(Michael Fassbender)

Prof. Charles Francis Xavier/
Professor X
(James McAvoy)



Raven/Mystique
(Jennifer Lawrence)

Moira MacTaggert
(Rose Byrne)

Dr. Klaus Schmidt/Sebastian Shaw (Kevin Bacon)


Emma Frost/White Queen
(January Jones)

Azazel (Jason Flemyng)

Janos Quested/Riptide
(Alex Gonzales)


Dr. Hank McCoy/Beast
(Nicholas Hoult)


Angel Salvadore
(Zoe Kravitz)

Armando Munoz/Darwin
(Edi Gathegi)

Alex Summers/Havok
(Lucas Till)

Sean Cassidy/Banshee
(Caleb Landry Jones)

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