X-Men: First Class


X-Men: First Class is a 2011 superhero film based on the Marvel Comics superhero team the X-Men. It is the fifth installment in the X-Men film series. Directed by Matthew Vaughn and written by Ashley Edward Miller, Zack Stentz, Jane Goldman and Vaughn, the film stars an ensemble cast led by James McAvoy, Michael Fassbender, Rose Byrne, Jennifer Lawrence, January Jones, Oliver Platt, and Kevin Bacon. It is both a prequel and soft reboot to X-Men, the fifth installment in the X-Men film series, and the first film in the X-Men prequel quadrilogy. X-Men: First Class is set primarily in 1962 during the Cuban Missile Crisis, and focuses on the relationship between Charles Xavier and Erik Lehnsherr / Magneto, and the origin of their groups—the X-Men and the Brotherhood of Mutants, respectively, as they deal with the Hellfire Club led by Sebastian Shaw, a mutant supremacist bent on starting a nuclear war.
Producer Lauren Shuler Donner first thought of a prequel based on the young X-Men during the production of X2; producer Simon Kinberg later suggested to 20th Century Fox an adaptation of the comic series X-Men: First Class, although the film does not follow the comic closely. Singer, who had directed both X-Men and X2, became involved with the project in 2009, but he could only produce and co-write First Class due to his work on other projects. Vaughn became the director and also wrote the final script with his writing partner Jane Goldman. Principal photography began in August 2010 and concluded in December, with additional filming completed in April 2011. Locations included Oxford, the Mojave Desert and Georgia, with soundstage work done in both Pinewood Studios and the 20th Century Fox stages in Los Angeles. The depiction of the 1960s drew inspiration from the James Bond films of the period.
X-Men: First Class premiered at the Ziegfeld Theatre on May 25, 2011, and was released in the United States on June 3. The film was a critical and commercial success, receiving positive reviews from critics, and grossing $353 million worldwide. A sequel, X-Men: Days of Future Past, was released in May 2014.

Plot

In 1944, at the Auschwitz concentration camp, Nazi officer Klaus Schmidt witnesses a young Erik Lehnsherr bending a metal gate with his mind upon being separated from his parents. Schmidt brings Lehnsherr into his office and tells him to move a coin on his desk. When Lehnsherr cannot do it, Schmidt kills his mother. Distraught, Lehnsherr's magnetic power manifests, destroying the room. Meanwhile, at a mansion in Westchester County, New York, young telepath Charles Xavier meets Raven, a scaly blue-skinned shapeshifter. He invites her to live with him as his sister.
In 1962, Lehnsherr tracks Schmidt while Xavier earns his doctorate from the University of Oxford. In Las Vegas, CIA officer Moira MacTaggert follows US Army Colonel Hendry into the Hellfire Club, where Hendry meets with Schmidt, mutant telepath Emma Frost, cyclone-producing Riptide, and teleporter Azazel. Threatened by Shaw and teleported to the Joint War Room, Hendry advocates deploying nuclear missiles in Turkey. Shaw, an energy-absorbing mutant whose powers have kept him young, later kills Hendry.
MacTaggert, seeking Xavier's advice on mutation, takes him and Raven to the CIA, where they convince Director McCone that mutants exist and that Shaw is a threat. Another CIA officer sponsors the mutants and invites them to the secret "Division X" facility. MacTaggert and Xavier find Shaw as Lehnsherr attacks him, and Xavier rescues Lehnsherr from drowning before Shaw escapes. Xavier brings Lehnsherr to Division X, where they meet Hank McCoy, a mutant scientist with prehensile feet. Xavier uses McCoy's mutant-locating device, Cerebro, to seek and recruit other mutants; Angel Salvadore, Armando Muñoz, Alex Summers, and Sean Cassidy.
Xavier, Lehnsherr, and MacTaggert lead a CIA mission to the Soviet Union to capture Frost and discover Shaw intends to start World War III, triggering mutant ascendency. Azazel, Riptide, and Shaw attack Division X, killing everyone but the mutants whom Shaw invites to join him. Angel accepts, but when Alex and Armando retaliate, Shaw kills Armando. In Moscow, Shaw compels the generals to have the USSR install missiles in Cuba. Wearing a helmet that blocks telepathy, Shaw follows the Soviet fleet in a submarine to ensure the missiles break a U.S. blockade. In the meantime, Xavier takes the remaining recruits back to his mansion, where they focus on harnessing their abilities. McCoy believes Raven's DNA may provide a "cure" for their appearance and manages to get a cure ready, but Raven, after being persuaded by Lehnsherr, decides she does not want to hide her identity and refuses the cure. McCoy uses the cure on himself, but it backfires, giving him blue fur and a leonine appearance.
With McCoy piloting, the mutants and MacTaggert fly to the blockade line. Xavier uses telepathy to make a Soviet sailor destroy the missile ship, while Lehnsherr uses his magnetic powers to lift Shaw's submarine onto land. Lehnsherr grabs Shaw's helmet in battle, allowing Xavier to immobilize him. However, Lehnsherr reveals that he shares Shaw's exclusivist view of mutants but wants revenge for his mother's death. While Shaw is still immobilized, Lehnsherr kills him by slowly forcing the Nazi decorated coin through his head.
Both fleets fire at the mutants in fear, but Lehnsherr intercepts the barrage. As he redirects their fire, MacTaggert shoots him, but Lehnsherr deflects them, with one bullet hitting Xavier's spine when he tries to intervene. Distracted by Xavier's injury, Lehnsherr lets the artillery fall into the ocean. Xavier and Lehnsherr part ways over their differing views on mutants and humans, and Lehnsherr leaves with Angel, Azazel, Riptide, and Raven. Later, a wheelchair-using Xavier returns to the mansion with his mutants to open a school. MacTaggert promises to keep Xavier's location secret, but he wipes her memories to ensure it. Meanwhile, Lehnsherr, now Magneto, and the Hellfire Club free Frost from prison.

Cast

  • James McAvoy as Charles Xavier:
The mutant leader and founder of the X-Men. He is a close friend of Erik Lehnsherr until their differing views of mutantkind's place in humanity create a schism between them. McAvoy was Vaughn's top choice for Xavier, and, after being cast, auditioned with every actor considered for Magneto to test the duo's chemistry. McAvoy said he did not read comic books as a child, but added that he was a fan of the X-Men animated series from age ten. While he describes the older Charles Xavier as "a monk... a selfless, egoless almost sexless force for the betterment of humanity and mortality", he says that the younger Xavier is a very different person: "It's quite fun because the complete opposite of that is an ego-fueled, sexed up self-serving dude. And not going too far with it, but he's definitely got an ego and he's definitely got a sex drive as well." McAvoy admitted to feeling similarities between Xavier/Magneto and Martin Luther King Jr./Malcolm X, stating that the film was "sort of like meeting them at a point where they are still finding out who they are and you are still seeing some of the events that shaped them." McAvoy avoided doing any callbacks to Patrick Stewart's performance as Xavier as Vaughn told him and Michael Fassbender to only take the allusion to Xavier and Magneto's old friendship in the other films as inspiration. Vaughn stated that since he considered Professor X "a bit of a pious, sanctimonious boring character, and he's got too much fucking power", the script would make young Xavier more interesting by "making him more of a rogue" who would become more responsible as his mission of finding more mutants went on.
  • * Laurence Belcher as young Charles Xavier
  • Michael Fassbender as Erik Lehnsherr:
A Nazi hunter and mutant capable of manipulating and generating electromagnetic fields. He becomes Xavier's friend and ally until their philosophical differences create a schism between them. Fassbender auditioned for an earlier Matthew Vaughn project, and the director remembered him and sent Fassbender the X-Men script. Though Fassbender knew little of the superhero team, he became interested in the part after reading the script and familiarizing himself with Magneto in the comics. Fassbender, who considered Lehnsherr as a Machiavellian character who is neither good nor evil, watched Ian McKellen's performances to get the flavor of Magneto, but ultimately chose to "paint a new canvas" with the character, "just going my own way and working with whatever is in the comic books and the script." Looking back at the role in 2023, Fassbender admitted to Vanity Fair that what drew him to the role was the idea of Magneto being an outsider who feels that he doesn't belong, interesting him the prospect of looking justifications for his character's monumental actions, the lengths he would be willing to go and what his motivations were, feeling that at his core, all Magneto needs is "a hug". Vaughn said Lehnsherr "is straight up cool; he's Han Solo while Professor X is Obi-Wan Kenobi".
  • * Bill Milner plays young Erik, although archived footage of Brett Morris, who previously played the same character at the same age, was reused for the beginning.
  • Kevin Bacon as Sebastian Shaw:
A mutant former Nazi scientist and the leader of the Hellfire Club, a secret society bent on taking over the world. He has the power of absorbing and redirecting kinetic and radiated energy. Vaughn first offered the part to Mark Strong, who turned it down. Producer Lauren Shuler Donner said Bacon was considered for Shaw for being an actor who could convey a villain "with different shades, that's not always clear that he's the bad guy". Vaughn added that Bacon "had that bravado that Shaw needed", while stating that the actor was his top choice along with Colin Firth, who would later work with Vaughn on the Kingsman film series. Bacon accepted the role as he was a fan of Vaughn's Kick-Ass, and liked both the character of Shaw and the script, which he described as "a fresh look at the franchise, but also the comic book movies in general". The actor considered that Shaw was a sociopath to whom "the morality of the world did not apply", with producer Simon Kinberg adding that Bacon portrayed him as "somebody, who in his mind, is the hero of the movie". Bacon also said that "aside from the kind of evil side, I portrayed him as kind of a Hugh Hefner type". Vaughn discarded Shaw's look from the comics as he felt he would "look like an Austin Powers villain".
  • Rose Byrne as Moira MacTaggert:
A CIA agent who befriends Xavier and Lehnsherr. Byrne said she was unfamiliar with both the comics and the film series, except for "what a juggernaut of a film it was". The actress was cast late into production, which had already begun by the time she was picked for the role. MacTaggert was described by Byrne as "a woman in a man's world, she's very feisty and ambitious—you know, she's got a toughness about her which I liked".
  • Jennifer Lawrence as Raven / Mystique:
A shape-shifting mutant who is Xavier's childhood friend and adoptive sister who joins Lehnsherr's Brotherhood of Mutants and Hank's love interest. After the dramatic Winter's Bone, Lawrence sought First Class to do "something a little lighter". Despite having not seen any of the X-Men films, the actress watched them and became a fan, which led her to accept the role as well, as did the prospect of working with Vaughn, McAvoy and Fassbender. Vaughn said Lawrence was picked because "she could pull off the challenging dichotomy that Raven faces as she transforms into Mystique; that vulnerability that shields a powerful inner strength." Lawrence had some reservations about her performance due to Mystique's previous portrayal by Rebecca Romijn, as she considered Romijn to be "the most gorgeous person in the world", and felt their portrayals were very contrasting, feeling hers was "sweet and naive" while Romijn was "sultry and mean". The actress went on a diet and had to work out for two hours daily to keep in shape, and for Mystique's blue form, Lawrence had to undergo an eight-hour make-up process similar to that of Romijn in the other films. The first day with make-up caused blisters to appear on Lawrence's upper body.
  • * Morgan Lily as young Raven : with the actress wearing a slip-on bodysuit and facial appliances which only took one hour and a half to apply, as subjecting a child actor to the extensive make-up was impractical.
  • * Rebecca Romijn as older Raven: a brief uncredited cameo, which Vaughn added as an in-joke—the script has Raven "becom Brigitte Bardot or Marilyn Monroe, like an older sex icon of those times".
  • Oliver Platt as Man In Black Suit:
A CIA agent and head of Division X, a government agency working with the X-Men. Vaughn considered his friend Dexter Fletcher for the part, but the studio felt the cast had too many British actors, and Fletcher himself declined, to direct Wild Bill.
A silent mutant member of the Hellfire Club, with the ability to create powerful whirlwinds from his hands and body. First Class marks the first English-language film for González, who auditioned while taking English classes in London. He enjoyed playing a villain as most of his film roles in Spain were for "good guys", and compared Riptide's respectable and polite personality, which can suddenly be dropped to perform fierce attacks, to a hurricane; in a translation of a Portuguese-language interview, he is quoted as saying, "When I see a hurricane from far, it is calm. The only thing I can see is a kind of tube. But from inside, up close, it is really dangerous."
A mutant who has the ability to teleport, and is also a member of the Hellfire Club. Flemyng, who had previously been considered for Beast in The Last Stand, said he did not want more make-up-heavy roles after playing Calibos in Clash of the Titans, but made an exception for Azazel as he liked working with Vaughn. Due to the Cold War setting, Flemyng tried to imply that Azazel is Russian to partly explain his pleasure in killing CIA agents. The actor spent eight weeks with fight training, particularly with swords, and had to undergo a four-hour make-up process, which like Mystique was designed by Spectral Motion—but did not include Azazel's tail, which was computer-generated. Shuler Donner considered that the problems with the shade of red on Azazel's skin—"some looked like the Devil, some like a man wearing red paint"—was overcome by adding scars that made him more human, eyes brighter than Flemyng's own, and "a black mane of hair that seemed to tie everything in".
A mutant with dragonfly wings which are tattooed on her body and who possesses acidic saliva. The make-up team took four hours to apply Angel's wing tattoo on Kravitz, and the visual effects team had to erase the tattoo in case the scene required Angel with the computer-generated wings. To depict flight, Kravitz stood on elevated platforms and was dangled on wires, at times from a helicopter to allow for varied camera angles.
  • January Jones as Emma Frost:
An extremely strong mutant telepath who can also change her entire body into hard diamond form, which grants her superhuman strength, stamina, psionic immunity, and durability, at the cost of using her telepathic abilities. She is a member of the Hellfire Club. Prior to Jones' casting, Alice Eve was the subject of what Variety called "widespread Internet reports" that Eve "was set to play Emma Frost, although no deal was in place." Jones accepted the role to get something different from her job in the TV series Mad Men. Upon discovering that, like the show, First Class is set in the 1960s, the actress considered, "'s so, so far from Betty and from Mad Men, and it takes place in that time but it doesn't feel like a period movie." The actress described the revealing costumes of the character as "insane," saying, "She's got quite the bod, which is very intimidating". The actress stated that she did only a limited exercise routine to keep in shape, as "I'm a petite person, so I didn't want to go into a strict workout and eating regime."
A genius scientist who has mutant abilities similar to those of the great apes. He attempts to cure himself of what he believes to be physically debilitating aspects of his mutation only to be transformed into a frightening-looking blue-furred entity based on a werewolf with leonine attributes. Despite his new appearance, he is kind and caring at heart. Broadway actor Benjamin Walker was previously cast as Beast, but eventually turned down the role to star in the Broadway musical Bloody Bloody Andrew Jackson. Hoult was chosen for being "gentle with a capability of being fierce", and admitted to being both an X-Men fan and enthusiastic on both returning to the action genre after 2010's Clash of the Titans and working with the film's cast. The actor had to use makeup that took four hours to apply when Hank becomes the Beast, which include a mask, contact lenses, a furry muscle suit and fake teeth. As Vaughn wanted Beast to look more feral than the version Kelsey Grammer played in X-Men: The Last Stand, the redesign went through various tests, which tried to make Beast not resemble any particular animal but still look like Hoult, as well as with a furry body, which makeup artist Alec Gillis of Amalgamated Dynamics likened to "something akin to a wolf's pelt on his face, his arms—everywhere". The suits employed actual dyed fur from fox pelts.
An American mutant capable of emitting incredibly strong ultrasonic screams, sonic blasts, sonic bursts, and sonic waves used in various ways including as a means of flight. Jones auditioned without knowing what X-Men character he was up for, saying he auditioned because it was a superhero that fit his biotype: "I've got red hair and freckles, I'm not gonna be Batman, Robin or Spider-Man". The actor also stated that the script defined the character more than the comics, as Banshee went through various reinventions in print. Given Banshee gets involved with MacTaggert in the comics, Jones also tried to "look at her just a little bit differently, you know, when I can." As Jones suffers from acrophobia, using the rig that was to depict Banshee's flight required much preparation time with the stunt team.
A mutant with the ability of "reactive evolution." Gathegi became interested in a role in the X-Men films after seeing X2, and had previously auditioned for Agent Zero in X-Men Origins: Wolverine. He read for Banshee while auditioning for First Class, and only learned he was playing Darwin a few days prior to the shoot. Gathegi worked out and entered an eating regime to get in shape, and also researched the comics about his character. All of Darwin's transformations—getting gills, turning his skin into concrete—were done through computer graphics, with a computer-generated version of Gathegi that could seamlessly blend in and out of the human form.
A mutant who has the ability to absorb energy and discharge it as blasts. The producers told Till his audition served for both Havok and Beast, and the actor replied that despite his lifelong dream of playing a superhero, "I know you'll kill me, but if I get Beast, I'm not in the movie. I'm not going through that makeup."
Additionally, co-stars include Glenn Morshower as Colonel Hendry, a US Army officer coerced by the Hellfire Club; Matt Craven as CIA Director McCone; Rade Šerbedžija as Russian General. Annabelle Wallis appears as Amy, a young woman with heterochromia; Don Creech as William Stryker Sr., father of Major William Stryker ; Michael Ironside; Ray Wise; James Remar; Brendan Fehr; Demetri Goritsas; Ludger Pistor; Aleksander Krupa; Tony Curran; and Sasha Pieterse also portrayed small roles in this film. Beth Goddard appears as Mrs. Xavier. Hugh Jackman reprises his role as Logan / Wolverine in an uncredited cameo in a bar, rudely rejecting Xavier and Lehnsherr when they approach him for recruitment. Jackman said he accepted the offer to appear because "it sounded perfect to me", particularly for Wolverine being the only character with a swear word. X-Men creator Stan Lee, who appeared in the first and third films and regularly made cameos in other Marvel-based films, explained that he was unable to participate in X-Men: First Class because "they shot it too far away".