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In 1944, while being separated from his family in a Nazi Concentration Camp in Poland, a young Jew named Erik Lensherr’s mutant ability to control metal manifests, and is witnessed by an SS scientist named Schmidt (Kevin Bacon). Schmidt successfully attempts to draw out Erik’s powers by killing his mother in front of him, and a series of grueling scientific tests begin. Meanwhile, a young mutant telepath named Charles Xavier discovers a shape-shifting, blue mutant child named Raven trying to steal food, and ‘adopts’ her as a sister. 18 years later, an adult Erik (Michael Fassbender) has developed his powers, and is hunting Schmidt, along with other surviving Nazi war criminals. An adult Charles (James McAvoy) graduated Oxford University, and publishes a paper on human mutation. He still lives with an adult Raven (Jennifer Lawrence), who he has encouraged to hide her true form using her powers. In Las Vegas CIA agent Moira MacTaggert (Rose Byrne) discovers that Schmidt, working under the name Sebastian Shaw, has gathered criminal mutants into a group dubbed The Hellfire Club. Not knowing anything about mutants or their powers, MacTaggert seeks out Charles’ assistance, and along with CIA backing they hunt for Shaw, where they cross paths with a very angry Erik Lensherr.

 X-Men: First Class
It feels really good to enjoy an X-Men movie again. I’ve been a fan of the franchise since I was young, starting with the animated series, and my early efforts to familiarize myself with Chris Claremont’s original ‘80s run on the comics. Later I rediscovered the franchise through Bryan Singer’s original movie, the subsequent animated versions, and Grant Morrison’s brilliant comic book re-branding, which was entitled ‘New X-Men’. Singer’s 2003 sequel, X2: X-Men United ended up being one of my favourite superhero adaptations ever put to film, and one of a handful of films that I ended up using as a personal barometer for quality in future superhero movies. Brett Ratner’s X-Men: The Last Stand was a pretty heavy blow, made heavier due to its troubled and promising production history, and the fact that parts of it were actually quite good. 2009’s X-Men Origins: Wolverine was even worse, squandering the talents of director Gavin Hood, co-writer David Benioff, and an incredibly capable cast. Most fans blamed a busy production staff, and 20th Century Fox’s attitude towards the franchise for this depressing double punch, and little hope surrounded the release of the fifth film in the franchise – X-Men: First Class.

Apprehension surrounded the film’s roots beyond the latter two disappointing sequels, most pertaining to pre-production development on an unnamed Zak Penn (writer of The Last Stand, and The Incredible Hulk) adaptation of the X-Men: First Class comic line (which focuses more on small scale high school drama than nuclear annihilation), David Goyer’s unrealized X-Men Origins: Magneto project (perhaps the only good thing that was killed by the 2007 writer’s strike), and a re-hired Bryan Singer’s take on the First Class material. Then the project was fast-tracked in the manner most Fox comic adaptations have been over the years (of the studio’s Marvel adaptations, only X2 had a proper filming schedule, from what I can understand), leaving no room for error despite a rickety foundation. First Class was thrown together so quickly (there was less than nine months between the start of principle photography and the release date) it was hard to keep up with the updates. When Singer realized he couldn’t direct the new film himself because of production on Jack the Giant Killer (ironic since that film didn’t actually start filming until about two months before First Class was released), he contacted Matthew Vaughn, who was just coming off his first comic book action movie with Kick-Ass. Those of us that followed the tragic history of the third X-Men film likely recall that Vaughn was originally hired to take over the franchise when Singer defected to Superman Returns (for the record Singer did want to do both films). Vaughn hired a few actors, and developed the project for a while, but ultimately left when it was clear that he couldn’t make the film he wanted on the allotted schedule. Singer reached out to Vaughn based on this historical connection, which means fans like me can think of First Class as a sort of do-over, and the Singer/Vaughn dream team actually ended up paying off.

Besides perhaps casting Michael Fassbender and James McAvoy as his leads (more on that later), Vaughn’s (and likely Singer’s) real coup de grace is fully embracing the film’s period feel, unlike that other X-Men prequel that took place in the ‘1970s’. First Class doesn’t only take place in the 1960s, it takes place in our collective movie universe memories of the 1960s, incorporating aspects of James Bond, Danger: Diabolik!, Our Man Flint, Hard Days Night, Bullitt and even Dr. Strangelove (look at that ‘war room’ for further proof). These stylistic cues aren’t just incidental bits of the background, they distinguish just about every set, costume and prop in the film. I was particularly fond of the analogue version of Cerebro (complete with dot-matrix printer), but this style is best embodied by anything Sebastian Shaw and The Hellfire Club associate themselves with, including the Vegas based Hellfire Club itself, their boat-cum-submarine (straight out of a Bond movie), and their groovy wardrobes (Kevin Bacon refers to Shaw in interviews as an ‘evil Hugh Hefner’). Vaughn also avoids aping Singer’s set X-Men style, which was the obvious basis for both Ratner and Hood when they made their X-movies, and avoids the ‘dark and gritty’ reboot option that every dying franchise is threatened with these days. The period setting isn’t just window trimming either, it’s an important element to the story. The Civil Rights movement of the 1960s has always been a favourite metaphor of Bryan Singers, and setting the film at the onset of the actual events offers context and weight to the otherwise fantastic plot. It’s also just generally fun to muck about with historical happenings for the sake of storytelling.

 X-Men: First Class
Despite unfettered affection for all of his films, I find myself questioning if Vaughn could’ve handled X-Men 3 before dealing with larger productions like Stardust and Kick-Ass. First Class is a culmination of his evolution as a director, which has developed admirably over the course of three very different films. With Layer Cake he proved he could tell a stylish story, and work well with first-class actors. With Stardust he proved he could work on a relatively large scale, and proved he could develop a distinct cinematic world. With Kick-Ass he proved he could deal in aggressive action, and bring emotional weight to inherently silly themes. First Class is all of these things. It’s easy to appreciate the big action set-pieces, which are sometimes dynamically similar to the giddily violent brawls of Kick-Ass, but which often feature a more graceful scope, like that of Stardust. The climax gets away from Vaughn a bit, but the Hellfire Club’s attack on Division X sits highly among my favourite big screen moments of 2011. The images of evil mutant Azazel ‘bamfing’ guys into thin air, then dropping them to their deaths are a phenomenally sinister reflection of X-Men 2’s delirious opening sequence. Vaughn’s more subtle, non-action related visual successes include the simple camera set up of the early sequence between young Erik and Shaw (which quietly turns from menacing to terrifying through a simple cut and change of angle), and one of the better training montages in recent memory (complete with outstanding ’60s graphic design motifs). But along with all his most impressive gifts come some of his usual shortcomings. His films still suffer an unpolished feel, which is evident in the form of rough plot connections, and some unfinished-looking special effects. I also largely blame Vaughn for a handful of flat line readings, which stick out thanks to the otherwise commanding performances, though the ridiculous timeframe he was given as a director likely compounded the problem (less time for additional takes).

The script, which, as mentioned, was scraped together from at least three sources, has minor problems with breakneck pacing and subplots, but for the most part tells a solid, forward moving story that encompasses a very large group of characters. Erik and Charles are obviously the most well rounded members of the cast, and both McAvoy and Fassbender create original versions of the characters informed by, but not devoted to Patrick Stewart and Ian McKellen’s now iconic portrayals. Fassbender, who has worked his way onto a short list of actors that can single handedly ensure I take interest in a film, embodies the pain, anger and developing threat inherit in Erik/Magneto without playing him as dour, and McAvoy creates a witty and vital Charles, whose early levity helps generate real growth over the course of the film (Stewart’s Charles Xavier is great, but his version of the character doesn’t really develop throughout the original trilogy). Erik and Charles also have more chemistry than most romantic pairings, and without the benefit of a make-out scene (though, assuming that’s your thing, you can find plenty of steamy slash-fiction on the subject all over the internet). This chemistry accounts for much of the tragedy that culminates (rather too quickly) at the end of the film, but is also so riveting on friendlier terms the film would’ve been worth seeing even if every other element failed. The ‘satellite turn’ interaction is perhaps the most emotionally satisfying moments I’ve ever seen in a superhero movie.

Some characters are lost in the clutter of the busy screenplay, and are left to serve a thematic or plot void, not treated as living pieces of an otherwise well realized universe. There’s simply no way to give every member of an ensemble cast the royal treatment in the form of a standalone film (especially one shorter than 3 hours, a runtime that still couldn’t contain the slightly smaller ensemble of Paul Thomas Anderson’s Magnolia), and for the most part the supporting characters hold their own. It’s surprising and welcome that Raven/Mystique and Charles are coupled as more or less family early in the film. Given Mystique’s utter devotion to Magneto in the later movies I had assumed she’d end up one of the more incidental mutants in this prequel story. Instead Raven isn’t only the ideal audience surrogate, but she represents Charles’ most egregious shortcomings as a young leader. Her scenes with Hank McCoy/Beast could’ve been unnecessary side trips into heavy-handed morality, but play a clever, dramatically truthful part in a larger story, ensuring neither character is wasted. Other characters are handed the dramatic shaft (CIA op/love interest Moira MacTaggert, Sean Cassidy/Banshee, Alex/Havok, Oliver Platt’s unnamed spook), but work just fine in a supportive capacity thanks to strong performances, and engaging characterizations.

 X-Men: First Class
Spoiler The character of Darwin is a disappointment, and a sure fire case of lazy filmmaking all around. Edi Gathegi’s solid performance notwithstanding, the character is a D-lister at best, and he practically screams ‘cannon fodder’ from the top of the attack scene (he also wasn’t featured in any of the action footage from the trailer, but that’s not Vaughn’s fault). His death is meant to stoke vengeance, and give the as yet untried heroes a substantial reason to grow-up, but none of the younger characters know each other well enough to share this kind of loyalty, not to mention the fact that all of them had already volunteered for the job. The scene establishes the Hellfire Club’s threat in spades, and gives a compelling reason to move the team to the mansion, but the catastrophe of Darwin’s death rings hollow. There’s the obvious subtext since Darwin and Angel are black (technically I believe Zoë Kravitz is half black, but that math is difficult), and that Shaw is appealing to the additional hardships the characters endure thanks to their skin colour (???). Vaughn hits this note so hard it verges on a spoof of the ‘black guy dies first’ cliché, and blunts any point that might’ve been intended.

Some of the villains are rather generic (Riptide doesn’t even get a single line), but Kevin Bacon is a delight as the chief baddy. He twirls his virtual mustache and hams it up with a Vincent Price inspired wicked grin. Sure, he isn’t as multi-faceted as older Magneto or William Stryker in X2, but Erik’s antihero status here leaves an opening for a more single faceted, plain wicked. Besides Azazel, who holds the screen rather effectively thanks to the talents of actor Jason Flemyng, the rest of the villains are pretty unremarkable. Ridtide (the guy that makes tornadoes with his hands) is a bleakly blank canvas, and Angel seems to have been included to give weight to the possibility of the good guys switching sides. Emma Frost is another story. It’s a credit to the film that they could take so many liberties with characters I love, and that only one variation bothered me, but man, did it bother me. Allow me to geek out for just a moment. This representation of Frost is a step up from the worthless ‘Diamond Girl’ version seen in Wolverine, but she might as well be renamed ‘Henchwoman’. January Jones’ stilted performance (which actually didn’t bother me as much as others) embodies none of the character’s faux-regal, deceptively complacent comic book counterpart. And utilizing the diamond form ‘second mutation’ dreamed up by Grant Morrison doesn’t make any sense, since no other character in the film has an additional mutation. It also draws comparisons to Morrison’s books, which feature one of the best and most layered versions of Frost. For the record, Finola Hughes’ good guy Emma Frost on the failed Generation X feature length TV pilot is still the ‘best’ live action incarnation of the character. Sadly, the proposed David O. Russell directed solo movie never came to fruition.

First Class is a sort of soft reboot for the series, as it doesn’t quite line up with the original films entirely, but certainly features plenty of references, including the concentration camp opening sequence from X-Men, and two amusing cameo. I like to think of it as the alternate universe version of the trilogy story. Unfortunately, this leads to some lame fan service (the X-kids code-naming themselves is entirely unnecessary), and an ending that wraps up this story up in too tight of a bow. The climatic battle approaches breathtaking, and much of the post-battle works thanks to the performances, but the final plot points feel more like a studio mandated obligation or laundry list, rather than a proper ending to the story. I also could’ve gone for at least one more adventure featuring Erik and Charles on the same side.

 X-Men: First Class


X-Men: First Class is a colourful and stylistically clean motion picture, and this Blu-ray release does not disappoint. Part of looking period was filming on film, so there is plenty of fine grain over the entire film. The early scenes of Erik and Shaw in the concentration camp are noticeably more grainy than the majority of the film, which is, of course, thematically appropriate (the scenes that take place in Russia are similarly desaturated and gritty), but once we hit the 1960s the image becomes generally lighter, and the colour palette widens into a healthy array of pastels and candy-coated beauty. Backgrounds and costumes are regularly presented as simple and white, with lots of era inspired single hued highlights. Despite the sheer quantity of garish period appropriate paint jobs and lighting schemes, perhaps the element that most celebrates the transfer’s sharp colour separation and fine details is Raven’s mutant form. Her blue skin clashes nicely with any environment (not to mention her red hair and yellow eyes), and the details of her skin’s textures are immaculate (the same thing basically goes for Azazel’s red skin). I noticed a few blurry edges throughout the film (usually on the focal edges of wide shots), but these appear to be anamorphic lens effects, rather than inadequacies in the disc’s compression. The focus is a little odd throughout the film, setting pretty deep on figures in wider shots, yet not creating backgrounds as sharp as I’m thinking were intended. This isn’t a consistent issue, but on busy stages background elements aren’t quite as sharp as I’d prefer. Minor artefacts can be seen in the brightest red elements (such as the strip club Angel works in), along with a few thin edge haloes, but contrast levels are crisp, and blacks are deep and clean.


First Class is mixed to create a relatively crisp and dynamic aural tone, rather than the aggressive and chaotic tone of Thor. Vaughn uses sound to tell his fast moving story, especially at the top of the film, where dialogue from Charles’ story overlaps actions from Erik’s. The relative silence of most dialogue scenes is used to great effect when it comes to the process of building the theme music, and subtly signifying the use of powers. Magneto creates a bass throb, Charles and Emma Frost’s mind powers surround the audience with vocal echoes, Azazel ‘bamfs’ with a thud and a stereo shimmer (which is used to great effect during the climatic fisticuffs with Beast), Raven transforms with a subtle crumble, and perhaps most fun, Shaw’s absorption power is a mix of backwards sounds and low level hum. No, that’s not right, Banshee’s powers create the coolest effects, and these effects create the most multi-channel activity. The first instance of the track really opening up outside of the score is that beautiful moment when Moira sneaks into the Vegas lounge, and ‘Palisades Park’ and catcalls surround the audience. Even here things are quickly smoothed out and quieted for the sake of dialogue, and the dynamic representation of mutant powers. Other brief crowd scenes tend to feature a more centric aural representation, and there isn’t a whole lot of ambient noise outside of action sequences and mutant power effects. The action scenes feature spectacular soundscapes, including the LFE challenging Magneto attack on Shaw’s boat, and bombastic climax, but the Hellfire Club’s attack on the special CIA branch, starting with the subtle boom of Azazel’s transporting, and culminating in Shaw exploding a balcony from both sides steals the show.

Henry Jackman’s score is exactly the type of score I usually dislike – louder than anything on screen at most times, and electric guitar heavy – but its primal, John Barry by way of Clint Mansell power was impossible for me to resist. Jackman’s theme for Erik (which is already moving into position as the new ‘Lux Aeterna’ with its appearance in the Tinker, Tailor, Soldier, Spy trailer) signifies the power of the character, and perfectly underscores Fassbender’s performance without overbearing it. It’s also one of those great themes that can be easily built upon to create tension. On the other end of the spectrum the triumphant theme that plays the first time Charles uses Cerebro, which leads into a sort of mod anthem for the ‘finding mutants’ montage, creates quite the emotional swell in the pit of the viewer’s stomach. This disc includes an isolated, Dobly Digital 5.1 version of the score.

 X-Men: First Class


The extras on this disc start with the ‘X Marks the Spot’ viewing mode. These are not picture in picture, but activate when a branching mode is activated. They include behind the scenes looks at ‘refilming’ of the opening scene from X-Men, the process of juxtaposing Erik and Charles’ childhoods, the challenges behind the young Mystique effects, filming the bar scene that includes that extra special cameo that I won’t spoil (even though I’m guessing you already had it spoiled), the effect used for Charles’ powers, the technical aspects of shooting a second unit scene (sound mixing, processing film, editing), filming that other cameo, a pre-viz to final film comparison of the beach scene (including a bald Charles), and a look at process behind the gorgeous title design. The featurettes can all also be accessed individually outside of the ‘movie mode’, are all presented in HD, and run a total of 19:55. The other Blu-ray exclusive is the ‘Cerebro: Mutant Tracker’ mode/game/thing. This opens a repeating series of images of mutants from the five X-Men films. When a character the viewer is interested in appears he or she can hit the enter button, and see a short video featuring the character, which is followed by a stats screen. Once all of the mutants are ‘unlocked’ the information can be accessed more quickly via the ‘Mutant Manifest’ screen. An amusing enough time-waster.

The meat of the extras are in the ‘Children of the Atom’ documentary (69:50, HD), which is divided into ‘Second Genesis’, ‘Band of Brothers’, ‘Transformation’, Suiting Up’, ‘New Frontier: A Dose of Style’, ‘Pulling Off the Impossible’, and ‘Sound and Fury’. These cover the inception of the project, starting the story (who came up with which plot point, etc), finding a director (including the problems with X-Men 3, and the fact that the Icelandic volcano actually lead Vaughn to meeting with Kimberg and Singer), re-writing the script, the horrible schedule, choosing characters, casting actors, designing Beast, applying make-up, costume design, period production design, set construction and mechanics, digital effects designs, music, and the possibility of future entries in the series. Interview subjects include producers Lauren Shuler Donner, Simon Kinberg, Bryan Singer, director Matthew Vaughn, co-screenwriters Jane Goldman, Ashley Edward Miller and Zack Stentz, actors James McAvoy, Michael Fassbender, Kevin Bacon, January Jones, Jason Flemyng, Zoë Kravitz, Jennifer Lawrence, Rose Byrne, Lucas Till, Caleb Landry Jones, Nicholas Hoult, Álex González, and Edi Gathegi, make-up effects creators Dave and Lou Elsey and Francis Hannon, costume designer Sammy Sheldon, period production designer Chris Seagars, special effects supervisors Christopher Corbould and John Dykstra (who also clearly acted as second unit director) and a parade of digital effects supervisors/directors/animators, and composer Henry Jackman.

The disc ends with 13 deleted/extended scenes (14:00, HD), most of which are actually quite good, but would’ve slowed the pace of the film, or messed unfortunately with the tone. Besides the digital copy, the box features an inlet with codes to access ‘exclusive’ digital comics.

 X-Men: First Class


It’s not perfect, but X-Men: First Class is an imaginative, unique, exciting, and (largely) impeccably acted superhero film, and the best of its kind since the first X-Men sequel. The producers behind X-Men 3 and Wolverine still aren’t forgiven, but they’re on the right track. Problematically First Class didn’t do well enough at the box office to ensure another chapter in this soft reboot story, and the sales of these Blu-ray and DVD releases will probably determine the likelihood of Fox taking another chance with more intelligent, character driven material in the future. Fortunately for us the disc looks and sounds great, and the extras include an informative and entertaining behind the scenes documentary, along with a collection of compelling deleted scenes. Beware, though, I did have a minor loading problem with the disc (things entirely froze once during my viewing), and have read tales of bigger problems on Amazon. The likely culprit is anti-piracy precautions on Fox’s part. I’d like to hear more stories from readers if any had similar problems.

* Note: The below images are taken from the Blu-ray release and resized for the page. Full-resolution captures are available by clicking individual images, but due to .jpg compression they are not necessarily representative of the quality of the transfer.