Spoiler Level: Low

Matthew Vaughn's X-Men: First Class is a triumph in many ways. Rescuing the series from the diminishing returns of the previous movies by Bryan Singer (the passable X-Men and X2: United) and Brett Ratner (the muddled X-Men: The Last Stand), Vaughn breathes new life into the franchise by taking it back to its start. 

The story begins where X-Men began: with a flashback to the concentration camp where Erik Lehnsherr (played as a boy by Bill Milner) first demonstrates the powers that will one day lead him to adopting the mantle of Magneto. But now we are also introduced to Dr. Schmidt (a slightly miscast Kevin Bacon), a Nazi scientist who looks to exploit young Erik's abilities for his own purposes. Against this hellish upbringing, the movie juxtaposes the comfortable life of young telepath Charles Xavier (Laurence Belcher), who lives in a Westchester mansion and kindly takes in stray mutant shapeshifter Raven (Morgan Lily).

From these two very different beginnings—one in prejudice and rage, the other in privilege and idealism—the movie jumps forward 20 years to find Charles (now James McAvoy) a young Oxford graduate specializing in genetic mutations, while Erik (Michael Fassbender) has taken to ruthlessly hunting down loose Nazis in his quest for revenge on Schmidt. (There were plans for a while to do a Magneto origin movie, and these sequences—and Fassbender's portrayal—hint at just how good that movie might have been.)

Both men's paths lead them to Schmidt's new identity as Sebastian Shaw, head of the shady underground organization The Hellfire Club, whose manipulation of world events for nefarious purposes is about to lead to the Cuban Missile Crisis. With Charles and Erik joining forces with CIA agent Moira MacTaggert (Rose Byrne) against Shaw and his clothing-deprived, expression-deficient assistant Emma Frost (January Jones), both sides begin recruiting young mutants for the upcoming battle.

The cold-war setting suits this material, and Vaughn achieves a visual style that suits the swinging '60s era; it's not just Jones' presence that makes this feel a little like Mad X-Men. First Class also has a far more enjoyable tone than the previous installments: it is faster paced, it is more fun, and it is far less glowering and gloomy than the earlier trilogy. About a third of the way through the film—past all the CIA-based nonsense—Charles and Erik finally get around to opening up their school for gifted youngsters, and the movie kicks into life. The third-act is excellent, as the fledgling mutants (along with the American and Russian navies) stage a showdown just off the coast of Cuba. This section has some of the best superhero action sequences we've seen yet, and brings the philosophical debate between Charles and Erik (the best characters in the film) to a satisfying and inevitable boil.

But First Class is far from perfect. One of my few complaints about the script is that it chooses one aspect of the X-Men metaphor—the fear of mutants as an expression of our unease about the nuclear age—at the expense of what is, to me, the more interesting one: the hatred of mutants as a metaphor for racism and intolerance. We hear repeated references throughout X-Men: First Class to how mutants are "hated," but no one in this world has actually seen a mutant until near the end of the film, and we don't see signs of their being hidden, ostracized, or hunted.

Marvel Comics (more than their DC competitors) were largely about social issues and teen-age angst during the '60s and '70s, and the X-Men were the perfect combination of ham-fisted tolerance education with the personal drama of being different, of being misunderstood, of not fitting in. Erik's motivation, born in the concentration camps, is slightly weakened by the absence of actual persecution—hell, even the CIA doesn't try to lock the mutants up. Similarly, a sub-plot about Hank McCoy (Nicholas Hoult) and Raven (Jennifer Lawrence) seeking a cure that will allow them to look "normal" lacks some emotional weight without any indication that looking different has ever scarred them terribly. (That being said, Hoult and Lawrence are both very good here—this will probably make Lawrence the household name that Winter's Bone should have made her—and the different ways in which Hank and Raven see their own mutations nicely parallel the larger disagreements between Charles and Erik.)

The deeper problem with the film is something largely outside of its control: most of the good mutants were already spoken for. The real "first class" of the X-Men, of course, were Cyclops, Jean Grey, Angel, Iceman, and Beast, but the earlier films already used these characters, along with most of the available A-, B-, and C-list heroes and villains. By deciding not to completely reboot the franchise, First Class is stuck with a bunch of D-list heroes. Hoult and Lawrence do well at fleshing out their characters (both of whom did appear, as older versions, in the earlier movies), but the rest—including Havoc (Lucas Till), Darwin (Edi Gathegi), a different Angel (Zoe Kravitz), and Banshee (Caleb Landry Jones)—barely register. (Bafflingly, the film removes most of the identifying characteristics from the comics—Banshee is not Irish, for example—that might have helped these characters stand out.) A better movie might have been with far fewer characters, but that's a common complaint for this kind of film.

But these are the grumpy quibbles of a lifelong fan: X-Men: First Class is a very well made super-hero movie, and Vaughn has shown himself again (after Stardust and Kick-Ass) to be a director with a real gift for this sort of material, treating it respectfully while still remembering to have some fun. I'm already hearing people say this is the best superhero movie ever, which I think is a massive stretch: personally I'd have to put Spider-Man 2, The Dark Knight, and Iron Man ahead of it in the race, though I believe a truly great superhero movie has yet to be made. But X-Men: First Class gives me hope: it is certainly the most enjoyable of the X-Men series, and—in a superhero-heavy summer—it is a vast improvement on Thor, and raises the bar considerably for Green Lantern and Captain America still to come.

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