The movie opens with a repeat of the scene that opened the first X-Men movie. Young Eric Lehnsherr (Bill Miner) watches his family being dragged off to a concentration camp. Reaching out with budding mutant fear and rage, he tears apart the barbed-wire iron gates until he is beaten unconscious. He attracts the interest of sadistic Klaus Schmidt (Kevin Bacon) who has him brought to his office and demands that he move a Nazi coin on his desk with the power of his mind, or his mother will be shot. When he is unable to do so, Schmidt kills his mother, whereupon Lehnsherr destroys the entire room, crushing the Nazi guards’ helmets with their heads inside, ripping apart everything metal in the room, and hurling the wall-hung swords and bayonets in a lethal rain. It appears that Schmidt survives only because he too is a mutant.

In Westchester, New York, young Charles Xavier (Laurence Belcher) meets young Raven Darkholme (Morgan Lily), recognizing her as a fellow mutant. Later, at Oxford University, Xavier (James McAvoy) has become something of a lady-killer, using his mind-reading powers to seduce the ladies, and Raven (Jennifer Lawrence) is becoming a fierce, proud mutant. Meanwhile, Erik (Michael Fassbinder) is strong-arming a Swiss banker to find the whereabouts of Klaus Schmidt, now called Sebastian Shaw.

In Las Vegas, CIA officer Moira McTaggert (Rose Byrne) goes undercover, wearing very little cover, to investigate the Hellfire Club, where she finds Sebastian Shaw working with mutants. She needs to find an expert on mutation. In Argentina, Erik is tracking down and taking out Nazis in hiding, searching for Shaw. “I’m Frankenstein’s Monster,” he says, “looking for my creator.” Moira finds her expert on mutation in Professor Xavier. He lectures to the CIA’s Division X, including agent Stryker (Don Creech) the father of Colonel William Stryker in the early movies.

Erik finds Shaw and his fleet of ships, which he nearly destroys, but Charles stops him before he can kill everyone. Sebastian Shaw lives, but he is even more powerful. The Russians create a helmet for him which blocks Xavier’s mind-probes. At the CIA, the mutant team meets and outs as mutant Hank McCoy (Nicholas Hoult), who has designed and built Cerebro. Inside the machine, Xavier can find mutants all over the world. They set out to recruit as many as possible—Banshee (Caleb Landry Jones), Darwin (Edi Gathegi), Havoc (Lucas Till), Angel Salvadore (Zoe Kravitz)—but Wolverine (Hugh Jackman) tells them, “Go fuck yourself!” Raven is now Mystique and Erik is Magneto, and they are becoming lovers. At first, he seems to reject her as too young, so she transforms into Rebecca Romijn, but he prefers her blue and mutant-proud real self. Hank McCoy tries to make himself human again with a serum, but he turns blue and furry and leonine, so he is now called Beast. The X-Men are born, complete with yellow spandex uniforms.

They are attacked at the CIA’s mutant-dorm by Shaw’s minions—cyclone-maker Riptide (Alex Gonzalez), teleporter Azazel (Jason Flemyng), telepath who can change into diamond Emma Frost (January Jones), and after they pretty much mop up the place with the inexperienced X-Men, stripper with dragon-fly wings Angel Salvadore goes off with them. Shaw’s ultimate plan is to irradiate the world, killing off the humans and creating more mutants. To this end, he convinces the Russians to put nuclear weapons in Cuba, knowing that the Americans will freak right out, and he can get both fleets to destroy each other, triggering nuclear war. All of this leads to a huge final battle off the Cuban coast—the X-Men versus the Mutant Brotherhood, with two nuclear-armed fleets threatening both and each other.

X-Men First Class was based on a story in the comics but did not follow it closely. Unlike a lot of prequels, it was successful and praised by critics and fans alike. The Marvel Movie Formula was by this time well established—top-notch actors playing engaging characters with impressive powers opposing each other with conflicting ideologies that anyone could understand, with human trials and foibles, and parallels to real life. James McAvoy compared Professor X and Magneto with Martin Luther King and Malcolm X. Magneto said, “The humans will turn on us, even if we save them.” The time of the Cuban Missile Crisis was also the beginning of the Sixties’ Civil Rights Struggle. The Vietnam War was described as white people sending black people to kill yellow people, and many Blacks who returned from Vietnam (like their parents who returned from World War II) expected that putting their lives on the line for America would gain them acceptance. The Kurds are only the latest in a long line of peoples to learn the sad lesson that nations do not have friends, they have interests.