The film focuses primarily on the heroic and villainous leaders of the series, Charles Xavier and Erik Lehnsherr—handsomely played by James McAvoy (the star of The Last King of Scotland and Atonement) and Michael Fassbender (the star of Inglourious Basterds and Fish Tank, who has become my favorite actor of the year). These two make the film worth watching far more than Patrick Stewart and Ian McKellen did in the original 2000 film. This is not because Stewart and McKellen were bad; they just had nothing of substance to work with. X-Men: First Class is thin, but far more substantial than any of the previous films in this series, and in a summer overcrowded with superheroes and origin stories, this one stands alone as a good film.
The story focuses on the friendship between the two future rivals as young men, exploring how they met, created the band of mutant heroes, and then fell out and became arch-rivals. The Cold War setting and audacious climax make the film distinctive and surprising. Also, the supporting characters have a bit more meat on their narrative bones than we typically find in this series. However, X-men: First Class is hardly a great film; there are still far too many characters with too many diverse powers, and every time the film wanders into an interesting conceptual corner it must quickly turn away to get onto the next thing.
The greatest squandered potential is the sexually charged love story between Erik and Raven (Jennifer Lawrence). Much of the narrative and the themes revolve around this subplot, but it's never fully explored. This shortchanges the audience and reduces the film to only a sliver of what it could have been. X-Men: First Class is ultimately a movie about self-acceptance, with a real opportunity to explore the role that love and sex play in adolescent identity. But we don’t get to see that played out in this PG-13 popcorn picture—we just have to accept the validity of off-screen scenes. It's a little like making a film about someone who can fly but never showing them take flight, just hinting at what it's like to soar through the air.
Like the other X-Men films, this picture seems to have the goal of being intelligent without ever being challenging. Still, Matthew Vaughn is a far better storyteller than Bryan Singer. He and the screenwriters spend much of their screen time on perceptive conversation rather than mindless action sequences. They take many additional pages from Tarantino’s Basterds including creating alternate history from major world events and finding a great revenge story by exploiting the Holocaust.