X-Men: First Class (PG-13) ★★★★

Review Date: June 7th, 2011

Much as I enjoyed X-Men: First Class, Fox's exuberant prequel/reboot (preboot?) of the fabled Marvel Comics series, I was a bit disoriented by its opening sequence, in which a Mengele-esque Nazi scientist, played by Kevin Bacon, attempts to coax a terrified young Erik Lensherr, a death camp inmate, into demonstrating his newly discovered mutant powers. As the interaction transpires, the camera does something odd: It remains static, holding its gaze on the characters' faces, affording us the rare treat of being able to scrutinize their expressions without the distraction of rapid-fire cuts or circling dollies or palsy-cams or any of the other myriad tools preferred by Hollywood's increasingly ADD-addled action directors.

Restraint? In a comic book film? Strange but true. Even stranger is that it comes courtesy of director Matthew Vaughn, whose previous comic book adaptation, Kick-Ass, was so over-adrenalized it should have come with a complimentary shot of insulin. Here, Vaughn shows greater confidence in his material, his actors, and, most admirably, his audience, letting the story hold sway, unhindered by gimmicky enhancements. First Class is hardly a throwback, mind you – it features all of CGI accoutrements one expects from a proper summer blockbuster – but it has a stylish, retro sensibility to it that is as refreshing as it is unexpected.

In fact, were it not for all of its superhuman characters, one might not be able to tell that it's based on a comic book. Whilst devising an approach suitable for his film's early ‘60s Cold War setting, Vaughn, a Brit, clearly found inspiration in his country's most enduring film franchise. First Class bears far more in common with The Spy Who Loved Me than with any of the previous X-Men installments, or any other comic book flicks, for that matter, and is all the better because of it.

Playing Vaughn's Stromberg is Bacon, whose character has graduated from death camp atrocitier to swaggering supervillain in the intervening years since the war's end. Ensconced in his underwater lair aboard a well-appointed submarine, Sebastian Shaw, as he has re-christened himself (only in the comic book world does a fugitive Nazi war criminal choose an alias with the initials “S.S.”), is secretly conspiring to ignite a fatal, MAD-provoking nuclear conflict between the United States and the Soviet Union.

No Bond-inspired film would be complete without a dose of benign sexism, embodied ably by Mad Men's January Jones in the role of Shaw's right-hand woman, Emma Frost. A mutant who can read minds and manifest diamond-plated armor, Emma's greatest gift, the filmmakers make abundantly clear, is her superhuman rack, which, when activated, turns her into a walking honey trap no soldier or government official can resist. (It's also the movie's most potent marketing weapon.)

Even our hero, Charles Xavier (James McAvoy), has got a bit of 007's DNA in him. Cheeky, rakish, given to funneling beers and hitting on Oxford co-eds, McAvoy's Xavier is a far cry from Patrick Stewart's stuffy, avuncular version of the character. Though his mutant telepathic abilities are highly developed, his human intuition isn't, as he scarcely notices the insecurity metastasizing in his adopted sister, Raven (Jennifer Lawrence), a blue-skinned shape-shifter in desperate need of validation.

She eventually finds that validation in Lensherr (played as an adult by Michael Fassbender), whose cynical view of humanity, bred by prolonged exposure to its more sinister aspects, places him at odds with Xavier's vision of peaceful co-existence between mutants and their unenhanced counterparts. Nevertheless, Xavier and Lensherr become fast friends, and they agree to collaborate in the recruitment and training of a clandestine force of superhumans capable of stopping Shaw. Shortly thereafter, the first-ever mutant all-star team is born.

Anyone vaguely familiar with the comic book knows how this relationship turns out. But Vaughn's fresh approach to the characters and their underlying motivations helps ameliorate some of the predictability of film's plot and its inevitable resolution. Like Batman Begins, First Class is bound to pursue a pre-determined outcome, but it makes brief detours here and there that refresh the franchise without jeopardizing its sacred canon. Vaughn takes great care to appease the film's fanboy base without alienating the broader audience. Though I couldn't care a whit about Torso-Beam Boy, Winged Stripper Girl, or a handful of other extraneous characters, devotees of the comics will no doubt rejoice in the screen time allotted to their respective backstories.

There are a handful of moments when Vaughn's ambitions exceed his effects budget, but for the most part he proves a dexterous purveyor of popcorn theatrics. Some of the best bits, including a spectacular sequence in which an anchor tears through the deck of a luxury yacht, have been spoiled by the film's trailers, but they still impress when writ large on the big screen. And there are a few surprises in First Class that remain thankfully unspoiled. Better see it quick before the next ad campaign debuts.

Hollywood.com rated this film 4 stars.