In 1944, in a German concentration camp in occupied Poland, Nazi scientist Dr. Klaus Schmidt witnesses a young Erik Lensherr bend a metal gate with his mind when the child is separated from his mother. In his office, Schmidt orders Lensherr to move a coin on his desk, and kills the boy’s mother when Lensherr cannot. In grief and anger, Lensherr’s magnetic power manifests, killing two guards and destroying the room. Meanwhile, at a mansion in Westchester County, New York, child telepath Charles Xavier meets young shapeshifter Raven, whose natural form is blue-skinned and scaly. Overjoyed to meet someone else “different”, he invites her to live with his family as his foster sister.
In 1962, Lensherr is tracking down Schmidt, while Xavier graduates from the University of Oxford with a thesis about mutation. In Las Vegas, CIA officer Moira MacTaggert follows U.S. Army Colonel Hendry into the Hellfire Club, where she sees Schmidt (now known as Sebastian Shaw), with mutant telepath Emma Frost, cyclone-producing Riptide, and teleporter Azazel. Threatened by Shaw and teleported by Azazel to the Joint War Room, Hendry advocates deployment of nuclear missiles in Turkey. Shaw, an energy-absorbing mutant, later kills Hendry.
MacTaggert, seeking Xavier’s advice on mutation, takes him and Raven to the CIA, where they convince Director McCone that mutants exist and Shaw is a threat. Another CIA officer sponsors the mutants and invites them to the secret “Division X” facility. MacTaggert and Xavier find Shaw as Lensherr is attacking him, and rescue Lensherr from drowning, while Shaw escapes. Xavier brings Lensherr to Division X, where they meet young scientist Hank McCoy, a mutant with prehensile feet, who believes Raven’s DNA may provide a “cure” for their appearance. Xavier uses McCoy’s mutant-locating device Cerebro to seek recruits against Shaw. Xavier and Lensherr recruit stripper Angel Salvadore, cabbie Armando Muñoz, Army prisoner Alex Summers, and a conceited Sean Cassidy. They all create nicknames, and Raven dubs herself “Mystique”.
When Frost meets with a Soviet general in the USSR, Xavier and Lensherr capture Frost and discover that Shaw intends to start World War III and trigger mutant ascendency. Azazel, Riptide and Shaw attack Division X, killing everyone but the mutants, whom Shaw invites to join him. Salvadore accepts; when Summers and Muñoz retaliate, Shaw kills Muñoz. Xavier takes the mutants to his family’s mansion for training. In Moscow, Shaw compels the general to have the USSR install missiles in Cuba. Wearing a helmet that blocks telepathy, Shaw follows the Soviet fleet in a submarine to ensure the missiles break a US blockade.
Raven, thinking McCoy likes her in her natural form, tells him not to use the cure. When she later attempts to seduce Lensherr by taking the forms of various women, Lensherr tells her she is beautiful in her blue mutant form. McCoy uses the cure on himself but it backfires, giving him blue fur and leonine aspects. With McCoy piloting, the mutants and MacTaggert take a jet to the blockade line, where Lensherr uses his magnetic power to lift Shaw’s submarine from the water and deposit it on land. During the ensuing battle, Lensherr seizes Shaw’s helmet, allowing Xavier to immobilize Shaw. Lensherr tells Shaw he shares Shaw’s exclusivist view of mutants but, to avenge his mother, kills Shaw—over Xavier’s objections—by forcing the Nazi coin from his childhood through Shaw’s brain.
Fearing the mutants, both fleets fire missiles at them, which Lensherr turns back in mid-flight. MacTaggert tries to stop Lensherr by shooting him but he deflects the bullets, one of which hits Xavier in the spine. Lensherr rushes to help Xavier and, distracted, allows the missiles to fall harmlessly into the ocean. Parting with Xavier over their differing views on the relationship between mutants and humans, Lensherr leaves with Salvadore, Azazel, Riptide and Mystique. Later, a wheelchair-bound Xavier and his mutants are at the mansion, where he intends to open a school. MacTaggert promises never to reveal his location and they kiss; later at a CIA debriefing, she says she has no memory of recent events. Elsewhere Lensherr, now calling himself “Magneto”, frees Frost from confinement.
X-Men: First Class” is a top notch film with a heck of a lot of plot packed into it’s 2 hour and 12 minute running time. Part of the success of the film certainly can be attributed to director Mathew Vaughn’s (who, interestingly, was originally to direct “X Men: The Last Stand” after Bryan Singer departed but before Brett Ratner stepped in) unique take on the material as well as Bryan Singer’s involvement again with the series.