X-Men: First Class
First Class poster 01
Director: Matthew Vaughn
Writer(s): Ashley Miller
Zack Stentz
Jane Goldman
Matthew Vaughn
Release Date: June 3, 2011
Running Time: 131 mins
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X-Men: First Class is a 2011 Superhero movie, a prequel to X-Men, X2: X-Men United, X-Men: The Last Stand and X-Men Origins: Wolverine and the fifth film to be released in the X-Men series which tells the story of Charles Xavier and Erik Lehnsherr's first meeting and their class of Mutants.


At a German concentration camp in occupied Poland during 1944, young Erik Lehnsherr is separated from his parents by Nazi guards. This trauma triggers his mutant ability allowing him to bend a metal gate until a guard knocks him unconscious. German Scientist Dr. Schimdt (AKA, Sebastian Shaw), who observed this through a window, calls Lehnsherr up to see him. Placing a metal coin on a desk, he orders Lehnsherr to use his magnetism power to move it. When Lehnsherr is unable to duplicate the feat, Shaw shoots and kills Lehnsher's mother in front of him. In a uncontrolled rage, Lehnsherr manifests his power and kills the two guards and destroys two rooms, much to Shaw's delight. Around this same time, in a Westchester County, New York mansion, a young Charles Xavier meets a young, shape-shifting girl named Raven Darkholme, disguised as his mother, scrounging for food in the kitchen. Overjoyed to meet someone else "different" like him, he says she can come live with his family.

In Switzerland in the movie's present-day of 1962, Lehnsherr forces a banker to trace a bar of Nazi gold to Shaw's address in Argentina. In a tavern there patronized by former German soldiers, Lehnsherr kills three men as he learns that Shaw has a yacht in Florida. Meanwhile, in England, Oxford University graduate Xavier is publishing his thesis on mutation; his foster sister Raven, a waitress, lives with him. Simultaneously in Las Vegas, Nevada, CIA agent Moira MacTaggert and Agent Levine observe U.S. Army Colonel Bob Hendry entering what appears to be playboys club, but is really the Hellfire Club. MacTaggert follows Hendry into the club where she sees a now-young Sebastian Shaw, Emma Frost, and Azazel. After Shaw threatens Hendry, Azazel disappears with the officer; moments later he is in the War Room of the Pentagon, advocating that the U.S. install nuclear missiles in Turkey.

MacTaggart seeks Xavier’s advice on mutation, after which Xavier and Raven accompany her to the CIA headquarters in Langley, Virginia to convince the CIA chief that Shaw is a threat. After convincing them that mutants exist they are to be taken to a covert facility led by Man in Black, but first, Xavier tracks down Shaw. In Florida aboard his Yacht, Shaw kills Hendry after displaying his energy absorbing mutant power. Lehnsherr attacks Shaw, but is thrown overboard by Frost. At the same time, the Coast Guard approaches Shaw's yacht, but Riptide unleashes cyclones against them while Shaw and Emma Frost retreat to Shaw's submarine. Lehnsherr attempts to stop him, but Xavier dives into the water to stop him, so that he does not drown. Lehnsherr joins Xavier and Raven at the CIA facility, where they meet Hank McCoy, another mutant that Xavier accidentally exposes. McCoy and Xavier use a prototype Cerebro to locate mutants and recruit several of them to train to stop Shaw.

Shaw plans to meet with a Russian general, but sends Frost instead, who is then captured by Xavier and Lehnsherr. The facility is attacked by Azazel, Riptide and Shaw, with all the guards being killed. Shaw offers the young mutants a chance to join. Shaw is successful in recruiting Angel but then the others attack him. Shaw then kills Darwin with Havoc's energy. When Lehnsherr and Xavier return they begin to train the mutants, though Raven is conflicted about hiding her natural form. Hank, in the meantime, has been working on a cure that would suppress some of his mutation, but it backfires and makes him blue and furry.

President Kennedy institutes a blockade around Cuba to prevent the soviet union from shipping Nuclear warheads. Shaw travels with the Russian fleet to ensure that the missiles get to Cuba. Xavier, MacTaggart, Lehnsherr and the rest of the team fly to the blockade to stop the fleets from engaging. Shaw uses a nuclear core to charge himself up and a helmet to block Xavier’s telepathy. While Azazel kills the crew of the Russian missile ship, Xavier uses his powers to make a Russian ship destroy the missile ship before it crosses the line. Lehnsherr pulls Shaw’s submarine from the water, but an attack forces the jet and submarine to crash. Lensherr finds Shaw and removes his helmet and Xavier takes control of Shaw. Lehnsherr puts on the helmet, then kills him by forcing the coin that Shaw taunted him with through his brain slowly killing him. The two fleets fire their missiles at the mutants, but Lehnsherr, now fully in control of his abilities, holds the missiles in the air, then turns them on the fleet. In the ensuing fight Xavier manages to distract Lehnsherr, but when MacTaggart fires at Lehnsherr he deflects the bullets, with one hitting Xavier's spine and paralyzing him. Lehnsherr takes Raven, Riptide, Angel and Azazel and leaves. Xavier and the mutants return to the mansion, where he will open a school. He wipes MacTaggart’s memory, and Lehnsherr breaks Frost out of the CIA headquarters, and in his new uniform he tells Frost to call him Magneto.



The first draft of the screenplay was written by Josh Schwartz, who was also asked to direct the movie but refused. Schwartz' writing credits include Gossip Girl and The O.C..[1] The final script was worked on by Ashley Edward Miller, Zack Stentz, Jane Goldman, and Matthew Vaughn. [2] X-Men and X2: X-Men United Director Bryan Singer was signed to direct "X-Men: First Class" in December 2009,[3] but he was only able to produce the film due to an engagement to direct "Jack The Giant Killer". [4] The film was then helmed by Layer Cake and Kick Ass director Matthew Vaughn, who ushered it through production to a June 3, 2011 theatrical release.


  • Before he was Professor X, he was Charles. Before he was Magneto, he was Erik. Before they were enemies, they were allies.
  • Witness the origin.
  • The story begins.
  • Witness the beginning.
  • Their powers would make them different. But destiny would make them allies.


The film was shot in Jekyll Island, Georgia, The UK and Russia.

Continuity and References to Earth-10005


  • Beast and Mystique

-Beast: "Should we have to hide?"
-Mystique: "We shouldn't have to"
-Mystique to Nightcrawler in X2: "Because we shouldn't have to"

  • Magneto to Shaw

-Magneto to Shaw in First Class: "You're right. We are the future" -Magneto to Charles in X1: "We are the future, Charles. Not them. They no longer matter"

  • As Charles is testing out cerebro and Hank talks him into shaving his head but Charles replies "no touching of the hair". And at the end when Charles jokes that next thing is he'll go bald.
  • "Want to press your luck, Charles? I don't think I can stop them all." - This quote from X1 suddenly becomes tragic with the knowledge of how Xavier is paralyzed.

Continuity Errors

  • Emma Frost is in the movie, while a similar character was also in X-Men Origins: Wolverine, which is set in the end of the 1970s. In X-Men Origins: Wolverine she is only a teenager. Though the Emma in X-Men Origins: Wolverine is never referred to as Emma Frost in the film and does not show any telepathic ability, she is also the sister of Kayla Silverfox, so it can be assumed she is an original character based loosely on Emma Frost and thus they are different characters. There was promotional footage that stated the character was indeed Emma Frost, however, this footage was never released and therefore as of the X-Men: First Class' release, is not considered canonical.
  • X-Men Origins: Wolverine and X-Men: The Last Stand show Charles Xavier being able to walk in the 70s and 80s, but First Class shows that he lost his ability to walk in the 60s. It was later revealed, in X-Men: Days of Future Past, that sometime between 1962 and 1973, he found a way to walk again. Charles is also shown to be bald in these flashbacks, whilst in X-Men: First Class he is shown with a full head of hair whilst being crippled.
  • The X-Mansion is not the same as the Mansion in the first three movies but the producers stated it is meant to represent the same location.
  • In X-Men Charles tells Logan that he met Erik when he was 17 years old. In the movie they met when they were in their late 20's.
  • In X2 "Mr. Shaw" is seen debating with Dr. Henry McCoy about the mutant phenomenon. X2 is set in the 2000s, while this movie is set in the 1960s. In the movie McCoy is already transformed, while he is a 'normal person' in X2. This could be explained by an image inducer or a reverse mutation, something that has been done numerous times in the comics and was showed in X-Men: Days of Future Past. Also Sebastian Shaw died in this film but appears in a very brief cameo in X2. However, it can be retconned as the man on the TV could have been a descendant of Shaw as his first name was not seen or it could be a different character all together.
  • Beast has a different appearance in this film compared to X-Men: The Last Stand. He has blue eyes in X-Men: The Last Stand, while in X-Men: First Class he has yellow eyes and a less human countenance in furry form than Grammer's version. However, given Beast's cameo as a 'normal person' in X2, it is possible he found a way to reverse his mutation, before changing back before X-Men: First Class, with a slightly different appearance. This was explained in X-Men: Days of Future Past.
  • In X-Men, Xavier says he worked with Magneto to build Cerebro, and Magneto recounts the same in X2, while in First Class Hank McCoy builds the first one. It can be easily assumed that Xavier and Magneto constructed the second Cerebro inside Xavier's mansion, since the first was destroyed by Riptide.
  • In X-Men: The Last Stand, Moira MacTaggert is portrayed as being a Scottish doctor, while in First Class she is an American CIA agent, operating in the 60s.
  • In X-Men, Xavier states that Cyclops, Jean and Storm were among his first students. In First Class, Havok, Beast, Banshee and Mystique are the first students taught by Xavier. However he could only be referring to the former three because they are the only three of his early students that are still a part of his school.
  • In X-Men, Charles Xavier never figures out why he can't find or read Erik's mind until the end of the film. In this film Charles is well aware that Erik has the helmet.


The film's trailers, poster, and other advertisement were received negatively by critics and fans alike. The film itself received critical acclaim. The film received praise for the acting, writing, music, characters, and deemed a "saving grace" to the franchise. The film received criticism for its length, rushed action scenes, and the performance by January Jones. Female critics bashed January Jones for her lack of personality, overly sexual attitude, costumes, and her excessiveness of showing cleavage. Jennifer Lawrence's nude scenes as Mystique were deemed "inappropriate" as well. The film was a box office success and grossed $353,624,124 worldwide. The film grossed more than the first film, but grossed less than Origins, X2, and The Last Stand.


For images and videos from the film, see X-Men: First Class/Gallery.


For more trailers, clips, interviews, and featurettes, see X-Men: First Class/Gallery.


  1. Fox Moving Forward With Gossip Girl Young X-Men Spin-Off Alex Billington,, 11-18-2008

External links

Films X-Men | X2 | X-Men: The Last Stand | X-Men Origins: Wolverine | X-Men: First Class | The Wolverine
X-Men: Days of Future Past | Deadpool | X-Men: Apocalypse | Logan | Deadpool 2
Development Dark Phoenix |The New Mutants| Gambit | X-Force | Other
Characters Earth-10005/Characters
X-Men films
Released X-Men | X2 | The Last Stand | First Class | Days of Future Past | Apocalypse | Dark Phoenix
Development The New Mutants | X-Force | Other
Wolverine films
Released X-Men Origins: Wolverine | The Wolverine | Logan
Deadpool films
Released Deadpool | Deadpool 2
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