15 Years Ago, First Class Redefined What An X-Men Film Could Be
Mutant and proud.

It’s quite possibly the best opening to any superhero movie ever made: At the crowded threshold of Auschwitz, a young boy is torn from his mother’s arms. Separated by a metal gate and held back by a band of Nazi soldiers, it’s impossible to reach her. His outstretched hands claw at nothing but air, but in his desperation, the gate that separates them bends uncannily to his will, reformed in the jagged shape of an X.
In that instant, Magneto is born. It’d take more cruelty and dehumanization to mold him into the supervillain who’d wage battle after battle against humans on the side of mutantkind, but this brief vignette, deployed in the opening moments of X-Men, went a long way in getting that point across. For a long time — more than a decade! — that sequence was a load-bearing addition to his characterization; paired with the quiet intensity of Ian McKellen’s performance, it was all most fans needed to sympathize with such a wounded character. It’s the kind of scene you don’t want to mess with; that X-Men: First Class not only reuses it, but adds onto it in extended flashbacks, should have doomed the film before its opening titles. Somehow, though, that risk paid off, setting the tone for the rare prequel that builds on the strengths of the original film.
The X-Men films were a smash success in the early 2000s, prompting producers to search for more stories centering the elite mutant team. It was Lauren Shuler Donner — a producer behind X-Men, X2, and coming-of-age classics like Pretty and Pink — who first suggested a film focused on Charles Xavier’s first class of heroes. The idea gradually took shape as the X-Men saga matured, with screenwriters like Zak Penn (X2, X-Men: The Last Stand) and longtime producers like Simon Kinberg each taking their respective swings at a script. In 2004, Troy scribe Sheldon Turner was tapped to bring his own vision for a young X-Men story to life. Described at the time as “The Pianist meets X-Men,” it would have followed Magneto (then just Erik Lensser) coming to terms with his powers during the Holocaust. He’d have met a young Charles Xavier when the Allied forces liberated the concentration camp, kickstarting their short-lived friendship.
Though the 2008–2009 writers’ strike forced Fox to scrap plans for Turner’s prequel, his take on Erik and Charles’ origins formed the backbone for what would become X-Men: First Class. Bryan Singer, the director of X-Men and X2, returned to develop the story further, alongside a revolving door of screenwriters who came and went. (A total of four are credited in the final film.) In the end, even Singer departed to direct a very different film, leaving Matthew Vaughn — who was once set to direct The Last Stand — in the driver’s seat.
“I got my cake and ate it,” Vaughn told Den of Geek of the opportunity in 2011. Though he initially doubted that Fox would allow him the creative freedom he craved, he “managed to do an X-Men movie, and a Bond thing, and a Frankenheimer political thriller at the same time.”
After sleek Y2K-inspired adventures, First Class takes the X-Men back to the 60s.
That wild mash-up of tones and time periods is what brought the X-Men franchise back to life. Where the original trilogy capitalized on the paranoia and sleek aesthetics of the new millennium, First Class rode the retro wave, a creative risk that ultimately paid off. It premiered just three years after the disastrous X-Men Origins: Wolverine — a film that was supposed to be the saga’s big comeback after The Last Stand, before it was leaked directly from Fox Studios — and focusing on characters other than that title anti-hero was ultimately the perfect choice. Michael Fassbender took over McKellen’s role as Magneto and made it strikingly his own; the same goes for James McAvoy, who steps in as Magneto’s better half. His Charles Xavier is a far cry from the wheelchair-bound father figure tasked with rearing the X-Men; instead, he’s a womanizing PhD candidate whose theories about genetic mutation serve him better as pick-up lines at his local pub.
First Class also made the daring choice to reimagine the character of Mystique (Jennifer Lawrence, the final boss of stunt casting here). She and Magneto were attached at the hip in the original X-Men films, but the prequels throw a wrench in that status quo: before she was the ultimate femme fatale, she was Charles’ surrogate sister, understandably insecure about her scaly blue form. That’s one of so many risks that work in First Class’ favor. Mystique’s journey to come to terms with her mutant identity, and the superficial grievances it dredges up, makes this superhero pastiche feel all the more profound. Yes, she’s forced to split her focus between a total of three (!) quasi-romantic interests here, but she also becomes a pillar of strength as Xavier’s first class transforms from hapless civilians into a competent team.
Despite its taste for pastiche, X-Men: First Class is saved by its big heart.
Though First Class is mostly concerned with the Cuban Missile Crisis, it does take major pages from Turner’s original story where Magneto is concerned. The best parts of the film focus on Erik as he learns to associate his power with pain — courtesy of the evil Sebastian Shaw (Kevin Bacon), whom he meets in Auschwitz — and, later in life, inflicts that pain on any “reformed” Nazi he can get his hands on. He’s been searching for Shaw for decades by the time he meets Charles, who’s working with the CIA to identify the mysterious mutant trying to orchestrate nuclear armageddon between America and the Soviet Union.
By the time all that Cold War angst becomes the backdrop of Charles and Erik’s incredibly intimate drama, these unlikely friends have formed what will become the X-Men. Their respective origins as hero and villain are intrinsically linked to one another, and First Class revels in every opportunity to pack on the angst wherever it can. Fifteen years on, it remains one of the most emotional X-Men stories — and after diminishing returns elsewhere, it’s just the boost the franchise needed to find its second lease on life.