A month or two ago, the theatrical trailers for X-Men: First Class started coming out. Twitter acquaintance Tom Brazelton was highly skeptical of the prequel, while I was squeeing like the fangirl that I am (despite my hatred of the last two films). When he finally saw it, Tom ate crow. And while I do take exception to some flaws, the movie still reached my expectations… almost.

It’s 1962, and Eric Lehnsherr (Michael Fassbender) meets Charles Xavier (James McAvoy) while hunting down fellow mutant Sebastian Shaw (Kevin Bacon), who apathetically experimented on Eric during the Holocaust. Shaw and his followers are attempting to start World War III by initiating the Cuban Missile Crisis. With the reluctant help of the U.S. Government, Eric and Charles gather a team of young mutants together to help stop Shaw from destroying the world.

Most surprising is how great a villain Kevin Bacon makes. I mean, it helps if you introduce your villian as a concentration camp “surgeon.” That first scene is truly chilling and even horrifying. Shaw just oozes cruelty, and Kevin Bacon does it with such confidence. Just a great performance and a truly memorable opening scene.

Practically all the performances are top-notch, but Fassbender and McAvoy are particularly great. They have so much chemistry with each other, and even with everything that happens during the film, these two do seem to develop a close bond. In my eyes, Fassbender is quickly becoming one of my favorite dramatic actors. His first few scenes hunting down Shaw and his allies are intense and emotional, perfectly capturing the future Magneto. McAvoy plays the dramatic scenes well, but there are cheeky moments as well. For instance, more than once Xavier flirts with women, explaining to them how their special genetic properties are absolutely gorgeous. So to summarize: Xavier is picking up women… with science. Better still, some of his wording sounds very much like his opening soliloquy from the first film. What I got out of that is that Xavier has been flirting with us all along. Yeah, chew on that! On a more serious note, both of these actors did a fantastic job honoring both the comics and the men who played these characters before.

The supporting cast is the strongest of the series so far in that they are more fleshed out, but for the most part the drama isn’t focused on them. With both Banshee (Caleb Landry Jones) and Alex Summers (Lucas Til), it’s about them harnessing their powers into something useful. I especially like Alex’s small arc because as much as he’s a bit of a prick, the guy is truly afraid of hurting others with his violent abilities. There’s a very distinct Dr. Jekyl/Mr. Hyde allegory with Hank McCoy/Beast, played by About a Boy‘s Nicholas Hoult. Angel (Zoe Kravitz) and Darwin (Edi Gathegi) don’t get too much development, but still more than so many of the minor characters from the previous films. I refuse to give anything away about these two characters, but we do get to see them explored a little. The thing is, I knew going into this film that they wouldn’t be able to develop all of these characters fully because of the limited time. It’s different in the comics because they’re serials. But with the time they had, I was impressed by how they worked with these characters.

Out of all the characters, I was most surprised by Mystique/Raven (played by Jennifer Lawrence). She actually has a personality in this movie! We see her struggle between her unrequited feelings for foster brother Xavier, her new feelings for Hank and her identity as both a woman and a mutant. Both Hank and Xavier see her natrual blue form as something rather embarrassing. I’m not sure if that’s ever explored in the comic, but I liked it. As noble as Charles is, he too is susceptible to the bigotry of the last century. When Eric suggests she is absolutely perfect as she is, I started to really understand why Mystique is so devoted to Magneto in the other films (they do explain why she seems so much younger than him in the other films, too). Outside of these romantic relationships, Mystique just made such a good impression on me. She’s brave, enthusiastic and at time genuinely funny … more or less the opposite of what I expected from her.

Probably the best thing I can say about First Class is it lets the evil scheme take a back seat in favor of character and relationship development taking center stage. While the Cuban Missile Crisis is given a comic book twist, we all know the basics of what is happening to the world during the story. Instead of using the time to completely explain Shaw’s evil plan, we get to see Charles and Eric train the kids. One, this is a great chance for us to get to know the characters and how they interact with one another. Two, knowing they actually got lessons on their powers makes the end battle actually seem close to believable. And three, we actually get to see them exploring their powers! We love seeing them use their powers, and the past X-Men films never seemed to understand that. With so many new characters, it’s good to see them get explored.

There are some tiny references to the earlier films (you can see a young Storm when Charles uses Cerebro for the first time). The biggest reference is the obvious fan-pandering yet still highly enjoyable cameo. Best use of profanity I’ve heard in a good while.

Sadly, besides Shaw, the villains don’t get much development. Riptide and Azazel are essentially in the same roles as Sabertooth and Toad from the first X-Men movie – I’m not even sure they have lines. Their powers are cool (Azazel is more than a little terrifying as he disposes of the human solders), but they have the personalities of your average evil henchmen … nonexistent. But then we get to Emma Frost, played by January Jones. She’s not a very good actor, and most of her performance is limited to wearing outfits worthy of Austin Powers heroines and looking super serious. Oh, sometimes she also looks bored, but that’s about it. And her CGI superpower looked incredibly cheap.

Let’s ignore the fact that they changed Moira MacTaggert from a Scottish doctor to an American government agent; even forgetting that, Rose Byrne is just boring in the role. It’s not that she does anything particularly wrong, but Moira just isn’t a developed character. Normally that would be fine – she’s not a mutant, and there are other new characters that need to be to more established than her – but the end of the movie brings up this apparent romance between her and Xavier. I know it’s in the comics, but they had maybe three conversations in the whole film and none of them were personal. I just didn’t buy it.

I know it’s super common in superhero comics, but the female characters use their sexuality a lot in this movie. Emma Frost I understand (she manipulates a Russian general using mostly her cleavage). But the biggest thing Moira does in the story is strip down to her underwear and pretend to be a high-class hooker. Oh, and Angel is a stripper. I just worry when Mystique, who ultimately decides to stop wearing clothes, is the female character who uses her sexuality the least obviously. That’s not to say male sexploitation is absent in the movie. When Charles and Eric go to meet Angel in the strip club, they end up “speaking in private” on a big satin bed, drinking champaigne and giving each other knowing smiles that could easily get misconstrued out of context… to the delight of the fangirls and some of the fanboys.

The big problem with Moira and Xavier’s too-quickly-developed relationship ties into the film’s biggest flaw. Before I go into it, I’ll let you know right now that it spoils the film just a little, but isn’t too big a surprise for fans of the series. Just a fair warning. OK, so the big problem of the film is how quickly Charles and Eric cut ties. They only meet at the very beginning of the Cuban Missile Crisis, become friends during those 13-some days and go their separate ways after the crisis is adverted. In both the comics and the previous movies, the relationship between these two amazing men is one spanning decades, not a couple weeks.

Even in X3 (which I abhorred), the opening scene is a flashback to the two of them recruiting a young Jean Grey, but they were definitely into their 50s in the scene. You could argue that the filmmakers could be rebooting the franchise, except that it’s highly implied that this in the same universe at the previous films – especially when you take the big cameo into account. So, for all the great work put into First Class establishing this complex friendship, the film does itself a disservice by cutting it short. This trickles down to other details in the movie retconning the previous movies. Until First Class, Cerebro and Magneto’s helmet were designed by Charles and Eric, a clear example of their long partnership. In this movie, both inventions were made by someone else. I know they’re small details, but the film is weaker for these changes.

Even with the flaws, I do love this movie. It was the one super hero movie I was excited about this summer, and it’s one of the best prequels I’ve ever seen.

Overall: With a renewed focus on the characters and relationships we care about rather than the melodramatic schemes of the villain, X-Men: First Class is a step in the right direction for the genre.

3 1/2 out of 5 stars