Written by Ashley Miller & Zack Stentz and Jane Goldman & Matthew Vaughn Directed by Matthew Vaughn Running Time: 2:12 Rated PG-13 for intense sequences of action and violence, some sexual content including brief partial nudity and language. B+

X-Men: First Class was a great origin film and so far my favorite film of the summer.

During World War II mutants were still unknown and two young ones were just starting to realize their powers. Erik Lehnsherr was separated from his mother in a concentration camp but was discovered by Sebastian Shaw and tortured into showing his powers. Sebastian had Erik's mother killed in front of him to find out that Erik's powers needed strong emotions to come out. Meanwhile, a young Charles Xavier finds a girl named Raven in his family's kitchen and both of them see that the other has special powers. Fast forward to the early 1960s - Erik is hell bent on finding Shaw and ending his life. Xavier is on his way to becoming a professor and had a theory on the evolution of man. Shaw is still alive and kicking and has surrounded himself with mutants in order to try and start World War III between the U.S. and Russia. He hopes that in the ensuing aftermath, mutants will rise up and control the world with him as their leader. Xavier is recruited by the CIA to help end this threat and in doing so, he comes across Erik. They become fast friends and soon recruit other mutants to try and put an end to Shaw's reign of terror. But the two friends have opposing views on what to do with the normal humans - fight alongside them, or fight them for superiority of the planet.

I tend to like origin stories more once I get to know the characters, so X-Men: First Class was right up my alley. We get to see all sorts of characters we've come to know and love from four previous films and watch as they grow. I'll say right off that this movie was completely made by Michael Fassbender as Erik/Magneto. If that guy isn't a major star in the next 3-4 years it'll only be because he picks crappy movies. He's got superstar written all over him and he was easily the best thing about X-Men: First Class. But the rest of the cast was strong as well. James McAvoy, Rose Byrne (who I've said before really should be in every movie), Jennifer Lawrence and Kevin Bacon all shine in this film. Bacon especially looks like he's having the most fun of his career here. He wouldn't be the first person I'd think of to play a Nazi but he worked. McAvoy was a terrific choice to play a young Charles Xavier, though I do have a hard time seeing him morph into Patrick Stewart. Jennifer Lawrence continues her rise to the top of the A-list with what would have been a star-making turn if she hadn't already broken through with her tremendous performance in Winter's Bone. And when the hotly anticipated The Hunger Games comes out next year all bets are off for her career. The supporting cast, made up mostly of unknowns, held their own against the acting juggernauts even if one or two of the mutants were a bit soft. I liked the introduction and story of Beast and how he came to be. And I thought some of the other mutant powers were cool, though not as impressive as some of the ones we'll see in the future. It was a good jumping off point I think. It's not often that you notice the acting in these kinds of films, but the cast really stood out from other comic book/super hero film casts and I really hope they make a sequel. I even like the idea that one of the writers threw out there - that the next movie starts with the assassination of J.F.K. and we find out Magneto is behind it.

The other thing that felt different was that this movie was much grittier than the previous X-Men films. Those movies had a really Hollywood shininess to them that this one doesn't. It might have something to do with the time period in which the movie takes place, but I think the choices made by director Matthew Vaughn had a lot to do with it. He's quickly becoming the go-to action director in town and this movie certainly helps his cache. He kept a really good pace and did a great job of mixing in special effects with the normal everyday lives we see from most of the characters. Remember, this is a world where mutants are still mostly unknown and he has to bring them slowly to the surface. At the same time he has to be mindful of everything we've seen in the previous films and while I'm not an expert I didn't notice much in the way of continuity errors. Future continuity errors that is.

The story was also pretty good. We see a quick preview of what's to come with the future Magneto/Professor X/Mystique as children then quickly fast forward to when they're already adults, but before they become the heroes (or villains) we know today. I liked how a couple of different story lines came together to allow Magneto and Professor X to start working together, and I loved when they went on the hunt for other mutants to help in their war against Shaw. The idea of mutants helping to stop the Cuban missile crisis was a bit out there, but it worked. The only thing I didn't like is how quickly the normal humans turned against the mutants without so much as a how do you do... I understand it helped create the paths that Magneto and Professor X would take for the rest of their lives, but it all came about really quickly without much reason for it. But other than that it was a pretty solid story and did a good job of connection what we know with how we now know it. And pay attention - you'll get to see a couple of appearances from characters/actors from the other films, one of which has a single, hysterical line.

So overall, I really liked X-Men: First Class. It didn't have that high gloss of the rest of the films in the series, but the grittiness worked. I liked the story and the characters and think Michael Fassbender is a superstar in the making.