In our latest series of super-hero movie reviews, Chris Sims and Matt Wilson take on the films chosen by you, the readers: X-Men!


Chris Sims: Hello everyone, and welcome back to our in-depth review of the X-Men movie franchise! This week, we're taking on the last movie in the series, X-Men: First Class! After this, we'll be moving on, much to the dismay of our readers who wanted us to watch the made-for-TV Generation X movie, which surprisingly turned out to be quite a few of you.

Matt Wilson: If there's one thing we love doing more than anything else, it's haughtily pushing back against the wills of our fans.Chris: It's true. As always, we'll start off with a little background: As much as we may have hated X-Men 3: The Last Stand, it was still profitable enough that the franchise was able to continue rather than just getting the axe, but it definitely needed to be retooled.

Matt: And it was the director who was originally slated to direct X-Men 3, Matthew Vaughn,who also directed the shockingly not-awful movie adaptation of Kick Ass, who managed to more or less pull it off with this sort-of-prequel, sort-of totally different franchise.

Chris: When you look at all the movies as a whole, it makes a lot of sense that they'd start going backwards at this point. As we mentioned before, X-Men 3 leaves everything in this weird place with half the cast dead. And what's more, even though the first movie was built around Rogue and her relationship with Iceman was an element of the sequels, the focus had really been on Wolverine and the rest of the Adults. The movies, like a lot of the comics, had gotten away from the idea of mutation as a metaphor for growing up, which, for me at least, is one of the most appealing things about the franchise. So instead of X-Men 4, we got ourselves a prequel.

Matt: It also got away from the school aspect of the X-Men almost entirely, so this movie (which is a prequel only when it matters, because after all, Emma Frost is an adult in 1962 when she was a teenager in 1979 in the last movie) really comes back around to that as the cornerstone concept. It also leans on X-Men Origins: Wolverine, hinging its climax on a real-world historical event. I think it works better here.

Chris: It works a lot better here. Wolverine is one of those movies that's goofy and enjoyable in spite of itself, but I thought First Class was incredibly solid. For me, it's up there with X-Men 2, and a lot of it has to do with the casting. After Patrick Stewart and Ian McKellen thoroughly demolished their roles as Professor X and Magneto, anybody who took those parts was going to have a lot to live up to, and James McAvoy and Michael Fassbender really step up. I could happily watch an entire movie about Fassbender's Magneto going around getting revenge on Nazis.

Matt: When I first saw this in theaters, I basically said the same thing. This movie would really have been about 1000 times better if it had just been Magneto vs. Nazis. Like, Mutant Inglorious Basterds. As it is, it's a good, but flawed movie with mostly strong performances, especially from the two leads and main villain Kevin Bacon.

Chris: Yeah, it definitely has its flaws - we'll get to some dialogue later on that is truly hilarious, and if you try to look at it as a franchise, the weird pick-and-choose version of what matters in any given movie is a little frustrating - but I still think it's great. So with that said, why don't we just dive right into it?

Matt: Ha! So, for the second movie in a row, we get a 20th Century Fox logo with no lingering on the X. Some suit must have been mad about the messing with the logo, I guess.

Chris: Brand identity is crucial, Matt. Just in case anyone was worried about things being too cheery, we open in a German death camp in Nazi-occupied Poland during World War II for the origin of Erik Lehnsherr, a dead-on recreation of the opening of the first X-Men movie.

Matt: It's so closely reshot that I wondered if I was seeing the right movie the first time. The only clues that it's different are different actors, of course, and one brief shot of Sebastian Shaw.

Chris: Yeah, I actually went to check to see if they just recycled the original footage. That's how I found out that "this is the second time that January Jones has been cast opposite a man with a pork-based name in a project set in the '60s," and that "as of 2011, this is the highest-grossing movie about the Cuban Missile Crisis." Thanks, IMDB!

Matt: The trivia section is nothing but useful information. Is there anything in there that explains why, if Charles Xavier pretty clearly grew up in Westchester, New York, he has an English accent?

Chris: No, nor does it address that, at age 12, Charles Xavier has actual framed photographs of Charles Darwin and Albert Einstein on his bedside table.


Chris: I think I speak for everyone when I say that even I, who grew up reserving the latest Star Wars novels at the public library, would definitely push Xavier down on the playground and call him a nerd.

Matt: Maybe his mental powers convinced everyone they were really pictures of baseball players or Mae West. Anyway, young Charles hears a noise in his home in Not-England, and he encounters someone who appears to be his mother in the kitchen, somewhere he says his mother has never set foot. Knowing the jig is up, young Mystique reveals her true self. This moment is...troubling.

Chris: Yeah, if you were around to read all those Wizard articles where staff writers would foam at the mouth about how Rebecca Romijn was totally naked with just body paint and scales glued on, seeing the same effect translated to a kid is... well, I think you hit it. "Troubling" is definitely the word. It's also worth noting that when he comes into the kitchen, and tells his "mom" that he thought she was a burglar, Li'l X definitely, very clearly pronounces it "burger."

Matt: Makes you wonder if Mystique sees him as a giant hot dog. Xavier and Mystique have a sweet moment where he says she can have all the food she wants -- he basically makes the decision for his family to adopt her. Then we're back to Nazis.

Chris: I will say that this movie lays it on pretty thick with Charles and Erik's contrasting origins, but it does it in a way that's also really fun. Just as long as you don't think about the fact that Charles basically adopted Mystique and appears to be living in that gigantic mansion alone at the age of twelve.

Matt: There's really no doubt as to why Charles opts to see the good in people while Erik is prone to only see the bad. Kevin Bacon shooting your mom right in front of you because you couldn't move a coin with your superpowers can have that effect.

Chris: One really cool thing about the scene where we meet Kevin Bacon as Christoph Waltz as Sebastian Shaw: I converted the DVD so that I could watch it on my phone, and it didn't convert the subtitles. Until I had a conversation about it with a friend of mine, I thought that for this scene and the one later with Fassbender in the bar, Vaughn had chosen to just leave it in raw, untranslated German and let the acting carry it. Which, you know, would be a weird choice to make in a big-budget superhero movie, but is also kind of awesome, especially because both Bacon and Fassbender are really able to get across exactly what's going on even without the translation. Bacon's air of menace here is incredible.

Matt: There's enough in the body language and the action to get everything across pretty easily, at least until the very end. It's really commendable that all the foreign-language scenes in this movie are really in the languages instead of accented English. Also: If we needed further proof that Magneto's powers really translate better to film than anyone else's, we definitely get some more in this scene.

Chris: Erik flipping out and crushing soldiers' heads while Shaw is just giddy that he's managed to figure out how to make this kid's powers work by shooting his relatives is really, really great, and does a lot to set up the internal conflict that Magneto has later in the film of thinking his powers are fueled by his anger.

Matt: And boy is he angry. There's a cool transition to the next scene where the Nazi coin becomes the title card, and we push ahead 18 years to find Erik in Switzerland listening to what sounds like some early Pink Floyd, with a huge map on the wall covered in pictures of people he hates.

Chris: He has basically scrapbooked an entire wall of Nazis that he wants to kill, which is amazing. Meanwhile, Xavier is hanging out in Oxford telling sexy ladies that they have "a very groovy mutation" in order to get laid. I'm not even close to kidding when I say that Young Horny Professor X is the single greatest thing about this movie.

Matt: I think this is the best explanation of why Xavier is English: If you were gonna swing in the '60s, it was best to be a Brit.

Chris: Do you think he planned it out as a long-term thing? Like, at ten years old he was like "I'd better start affecting this accent now or else i'm never going to 'shag' any 'birds.'"

Matt: His mental powers are very strong, Chris. Mystique, who has grown up to be none other than Winter's Bone herself, doesn't want to hear this jibber-jabber about how some young bird with different eye colors is a mutant, and straight-up c-blocks her adopted bro.

Chris: Their relationship is kind of hard to pin down. Charles refers to her as his sister, but it seems pretty clear that Hunger Games is jealous of the girls he's trying to pick up with his sexy, sexy genetics lectures. I mean, she's definitely a little cheesed off about him casually throwing around the M-word to anything in a minidress, but am I alone in thinking there's some subtext there?

Matt: She does ask right after if he would date her, but I see it as less her being interested in him as wondering whether any bloke would want to get involved with a scaly blue mutant. Minor mutations aren't real mutations to her.

Chris: If only Professor X was more into blue girls instead of British blondes and/or bird-people from outer space, so much heartache could've been avoided. Also, when she asks him to read to her and he says "Can't!," his accent sure does make it seem like we just got into hard-R territory.

Matt: Or that he's going to bust out some words from everyone's favorite critiquer of pure reason. Hey, don't you think it's a little odd that older Professor X never mentioned that the shapeshifting blue lady in the other movies was his only companion, that he spent many of the early years of his life with?

Chris: No more odd than Cyclops never bringing up those 20 kids he used to be locked up with on Three Mile Island and then being a real dick to the hairy guy with claws who saved him.

Matt: I guess it does explain why she knew her way around the mansion so well in the first movie.

Chris: Meanwhile, in Switzerland, Magneto has rolled up into a bank with some Nazi gold, and when the banker tries to give him a hard time, he straight up makes the dude slap himself in the face with his wristwatch. First Class Magneto is fantastic.

Matt: And look at that suit and hat he's sporting! The best thing Vaughn carried over from the Singer X-verse is Magneto's sense of style.

Chris: I'm kind of surprised that he's not already wearing a cape.

Matt: Seems more like a 70s thing. Magneto carries out some creative interrogation, finding out Shaw, a.k.a. Klaus Schmidt, is hiding out in Argentina by threatening to pull out the banker's fillings (and then actually doing it to one). He then threatens to kill him if he warns anyone he's coming. Again, the whole movie should have been this.

Chris: But if it had all been Inglourious Mutents, we never would've seen all these ladies in their underpants!

Matt: Indeed, the stock-footage world of Las Vegas is full of lingerie-clad lovelies, which means CIA agent Moira MacTaggart (last seen gasping at the return of a thought-dead Professor X) will have to do the same to get to leader of the pack Emma Frost, who does not stun upon her first appearance, despite being January Jones in her underthings.


Chris: Jones is definitely one of the weaker aspects of the movie. She doesn't ever seem to actually be feeling any emotions. Ever. At all.

Matt: And that works exceptionally well for her on Mad Men, but it makes Emma Frost just a sort of non-presence in this movie. Apparently, the role was originally meant to go to actress Alice Eve, which probably would have worked out a lot better.

Chris: On the bright side, it's nice to see that Agent MacTaggart was prepared for a situation where she'd have to strip down and infiltrate a secret sex club by wearing a set of black lace lingerie with garter belt and stockings to a stake-out. That's why America's #1 in the espionage game, commies!

Matt: I love how, just for a minute, this is a Jane Bond movie with Rose Byrne in the lead, finding Soviet documents and discovering entrances to secret offices. Bacon even plays up the Bond-villain feel, strongarming a U.S. colonel to send nukes to Turkey to point at the Soviets. It's only when Riptide intimidates that colonel with a tornado that things go back to being squarely in mutant territory.

Chris: That's one of the things I actually really like about First Class: There are three or four really fun movies going on at this point. There's Professor X founding the school with all the kids, Magneto slaughtering Nazis, sexy spies with international intrigue, and they all come together really well.

Matt: Once the mutant stuff gets rolling, it can't stop, won't stop: Emma issues a warning to the colonel with her telepathy and goes diamond-hard, Azazel teleports in and escorts the colonel back to the war room so he can do Shaw's bidding, and MacTaggart freaks right the f**k out.

Chris: And rightfully so! She just saw a Chuck Austen character come to life! Fortunately for MacTaggart, things in First Class go a little better than "The Draco," at least from a narrative perspective. After Azazel teleports Colonel Hendry back to Washington DC in the time it took her to wiggle her way out of the Hellfire Club, MacTaggart calls in and is immediately discredited, with her superior accusing her of "smoking those funny cigarettes." Because it's the '60s!

Matt: Also because it is the '60s: The war room where her boss and Hendry sit is right out of Dr. Strangelove. "There's no teleporting or tornado-making in here! This is the war room!"

Chris: If she's going to figure out what the hell is going on with Sebastian Shaw, MacTaggart is going to have to find an expert in genetic mutation. And since there are apparently none of them in America, she decides to fly over to England to recruit this dude who literally just graduated from Oxford that day.

Matt: Or got named professor. There was a ceremony, anyway. But it really doesn't matter, because now it's time for the best scene of the movie. Magneto's in Argentina.

Chris: This scene is legitimately incredible. Even without the subtitles, you could see how the tension just builds and builds to the moment where Erik turns over his arm and reveals that he's a Holocaust survivor to these two Nazis.

Chris: The way the music builds as they're drinking and the way they all trade looks is great. There's a definite The Good, The Bad and The Ugly influence to it that works so well.

Matt: The Nazi guys are just such amazing a**holes. The way the one says he's a pig farmer. You just want him to get got in some creativly magnetic way.

Chris: I love that he doesn't use his powers on them at first, though. He just cold takes the guy's knife away and stabs him in the hand. It's not until the gun gets brought out that he ramps it up.


Matt: Yeah, he forces the bartender, who has a luger, to shoot the tailor, takes the knife throws it at the bartender, pulls it back and jams it straight back into the farmer's hand. Then we get the first English line Fassbender has spoken in the movie: "I'm Frankenstein's monster...and I'm looking for my creator." It's top-notch stuff.

Chris: It really is. As much as it's Magneto blatantly summing up his character arc and motivation out loud, Fassbender's delivery on it, and the tension of the scene that precedes it, are note-perfect.

Matt: Fassbender's delivery and intensity do a lot to help, but it's also at least got a hint of subtlety in the metaphor. This scene is everything the previous two movies were not.

Chris: In Wolverine, a line like "I'm Frankenstein's monster, and I'm looking for my creator" would've been spoken by the actual Monster of Frankenstein, to Wolverine, shortly before Stryker gave Deadpool the powers of a reanimated corpse. Which, now that I've said it out loud, would've been pretty awesome. Here, though, it's a lead-in to Charles Xavier gettin' tore up from the floor up back in England with the traditional yard of beer.

Matt: He goes back for another and tells Mystique she needs another cola (is there a reason she can't drink?) but gets interrupted by MacTaggart, whom he immediately starts hitting on with this standard "groovy mutation" line. This is guy who sticks to a system.

Chris: Two great things about this scene: 1) Xavier not letting Mystique drink so that she won't lose control and accidentally start shape-shifting in the bar is a pretty great example of how tightly he's controlling her, while being perfectly fine with getting drunk and reading ladies' minds himself. 2) When Moira starts talking to Charles, the girl with heterochromia from the earlier scene is at the bar watching, and gets disgusted and stomps off when he starts running his game on a new target. Kitty Pryde was right, man: Professor X is a jerk!


Matt: As much as Vaughn clearly wanted to ignore X-Men 3, it is quite a lead-in to him putting blocks in Jean Grey's mind. He's a serious control freak.

Chris: Even though he tries complimenting her groovy mutated hair - and no joke, I love how Charles is willing to explain how whatever the first thing he sees about a girl is a mutation - MacTaggart is all business, and starts asking him about, you know, Marvel Comics mutants. He reads her mind, sees January Jones turn to diamond, and realizes that it's time to sober up and get serious.

Matt: Speaking of serious, the colonel is meeting with Shaw once again, and he's brought a military-grade bargaining chip to the table: a grenade. Shaw is unfazed, and demonstrates his power for the first time, absorbing the blast with his multi-hands. There's a little throwaway line about how absorbing energy keeps him young, and he grenades the colonel with his touch.

Chris: I think my favorite part of this scene is how shocked Hendry is to find out that Sebastian Shaw is a mutant, even though he knows Shaw parties with a girl who can read minds and turn to diamond and a guy who looks like the devil and can teleport him across the country. Hendry is not exactly all that bright, it seems.

Matt: He brightens up there at the end. I'll be here all week, folks!

Chris: Back in Washington, Moira has brought Charles in to give a little presentation on mutants to her bosses, complete with a slideshow about how the X-gene is a gene that is actually shaped like an X. Beautiful.

Matt: The CIA chief has a hard time believing any of this, and an overconfident Professor X decides the best way to prove it is by revealing he knows about the nukes in Turkey. Maybe not the best idea, comrade!

Chris: Yeah, I'm guessing that a dude rolling up into a top secret meeting and being all "oh, PS, I can read your minds and know everything you've been thinking about" would probably not go over that well at the height of the cold war, but it is a nice moment for Charles to seem like a badass. McAvoy's kind of eye-rolling frustration at their skepticism over the existence of mutants is played really well; it's the first moment where he stops being silly. Plus, we have our mandatory reference to William Stryker, who is amazingly the one character that ties all of these movies together.

Matt: There is one other guy who shows up for a sec later. Mystique attempts to help out by changing into Stryker's dad, and the bossman is about to throw them all in jail, but luckily Oliver Platt is there to scurry them off to his personal base.

Chris: Even though he's just been marked for indefinite detainment at an off-site location, Charles seems completely unconcerned because he can just brainwash his way out of it, which is another thing that I really like about his character in this movie and how it contrasts to Magneto. From the start, Erik's all about the struggle, but for Charles, everything comes easily. So when they're finally confronted with the big conflict later, Charles is completely out of his depth and has to change the way he's been thinking all his life. It's a pretty cool arc to watch, and McAvoy's effortless charm really works well. Also working really well: Fassbender in a Diabolik-style wetsuit trying to stab Kevin Bacon with an SS dagger.


Matt: What's great about this scene is how Magneto goes to all this trouble to sneak onto Shaw's boat, then just cold walks up to him and says, "Hey."

Chris: Son is way into drama.

Matt: He wasn't banking on Emma Frost having damaging memory powers, though, or diamond karate, so she casually (which is how she does everything) knocks him overboard.

Chris: To her credit, Jones's little smile as Shaw chides her about "harming our own kind" is an interesting little bit of emotion, as is McAvoy nervously explaining to Moira that "this has never happened to me before!" once they show up to the party and Emma starts blocking his telepathy.

Matt: It is quite a coincidence that Xavier and a Coast Guard ship come for Shaw just as Magneto botches his assassination attempt. In yet another really clever display of Magneto's powers, he tears through Shaw's boat with an anchor and nearly gets him. What is it about Magneto that just makes writers (this movie has six of 'em) come up with cool stuff?

Chris: I think that's just a testament to how great a character he is, and how much you can do with him. Not to mention that a guy who can control guns, knives, boats, airplanes and loose change with his mind who just really, really wants to murder Nazis is a pretty good premise no matter who it is. Even though the anchor jacks up Shaw's yacht pretty bad, he's able to make his escape in a submarine - of course he has a submarine - because Erik isn't powerful enough to hold it back. He almost drowns in the attempt, leading Charles to save him and declare that they will now be BFFs.

Matt: Xavier knows everything about Erik in an instant, which pretty understandably weirds him out, but Magneto's happy to see another mutant who isn't a Nazi, so he comes along to Casa del Platt. And hey, there's that supersonic jet the school had for some reason!

Chris: Even though they've completely failed to catch Shaw, it's been decided - apparently by Oliver Platt, by himself - that Charles, Erik, Moira and Hunger Games are now going to be "the CIA's new mutant division." Their first recruit: Young Henry McCoy, who is introduced to us as a scientist that Professor X accidentally outs as a mutant. He explains that Oliver Platt never asked, so he never told, just in case you missed that mutants are kind of a metaphor for homosexuality.

Matt: He also looks almost exactly like James Marsden as Cyclops, which means Professor X clearly has a type.

Chris: Imagine how disappointed he was when Henry turned blue on him. Uh, spoiler warning?

Matt: Everyone, particularly Winter's Bone, has a great time when Beast jumps up and clings with his feet to a billion-dollar supersonic jet. But it's not all fun and games with military technology! Shaw and Emma watch news of the impending conflict with the soviets on TV, and he busts out a Magneto helmet to ward off Xavier.

Chris: This movie does that thing where it explains the secret origins of all kinds of things that don't really need them, like Professor X's teaching degree and Magneto's helmet, and usually that's something I hate. Here, though, it incorporates things really nicely into the plot. Shaw getting that helmet actually makes sense at this point.

Matt: What's strange is how the helmet apparently got less ornate over time, because this helmet is straight out of the comics. But Shaw seems to really be into theatrics, since he makes Emma go get him some ice for his drink from the iceberg above them rather than getting a dang cooler or something.

Chris: I think you nailed it when you called him a Bond villain. They seriously made him a '60s Bond villain, right down to the ultra-lush control room on his getaway submarine, for their '60s period piece. It's pretty awesome.

Matt: I'm thinking about Sean Connery saying "Sebastian Shaw" right now and cracking myself up. But onward we go. Beast and Mystique are having a highly X-Men-style date in front of a giant propeller while they talk about a serum that can hide outward signs of mutation and he nabs a sample of her blood.

Chris: I can tell you from experience, girls do not react this well in real life when you suggest that you could help correct their genetic abnormalities.

Matt: You just have to get some glasses like that. Magneto interrupts with the first hint at a Magneto/Mystique bond, saying she shouldn't change anything about herself. Then he steals Shaw's CIA file and peaces out. Magneto is a guy who accomplishes a lot in the time he has.

Chris: Ruining a date and laying the groundwork for a future relationship with a shapeshifter is just something he does in five seconds on the way to get other things done. I wonder if he planned that move out with an elaborate scrapbook on his wall, too.

Matt: As Erik heads out the door, Professor X plays the "I know everything about you, don't leave, also I can control everything you do" card that you'd think would just creep everyone out, but it works here. Magneto returns just in time to discover that Beast actually created Cerebro, not he and Charles. Now that's an explanation we didn't need.

Chris: And he put it inside a geodesic dome!

Matt: Something about Cerebro really brings out Fassbender's Irish accent in this scene.

Chris: Oliver Platt - who never actually gets a name, he's just credited as Man In Black Suit - tries to get Charles to help find mutants so that the government can go round them up. As you might expect, Erik is a little dubious bout this whole proposition, and makes them agree to let them go do the recruiting instead. Thus, after our first joke about Professor X losing his hair, it's time for a montage!

Matt: There's a quick little shot of Storm as Xavier looks at all the mutants on Earth for the first time -- you'd think she'd be younger, right? -- and then Magneto and Xavier head to a strip club to see Angel Salvadore for the first time. Those guys are so happy to be in this '60s go-go club.

Chris: There's a shot of Erik and Charles laying on a red velvet bed together clinking wine glasses, and I'm shocked that Tumblr's servers didn't just melt down from all the subtext.

Matt: That's followed by less-sexy introductions for Darwin and Banshee, as well as a time-warping prison meeting with Havok (is he Cyclops' uncle now?). There's an attempt to recruit The Wolverine, who for some reason isn't off fighting a war somewhere with Sabretooth. It's a funny little cameo.

Chris: It's a very judicious use of the one F-bomb they're allowed by a PG-13 rating, although Erik and Charles just deciding not to even bother convincing Wolverine to sign up feels a little weird given the rest of the movie. In my head, they were warned off because another government agency already had designs on him, but you know how uncomfortable I am when a movie requires me to write fan-fiction about it.

Matt: It's a pretty solid "Go f**k yourself." And Jackman was too busy Real Steelin' it. And he supposedly met Xavier for the first time in the first X-Men. So best to just let it slide.

Chris: It's a pretty interesting bunch of characters that they end up with, too. Beast is the only original X-Man in the bunch, but Havok and Banshee are both old-school characters. Angel is an updated version - in name, at least - of an original X-Man from Grant Morrison's run. Darwin is the newest character, but he was created by Ed Brubaker and Trevor Hairsine in Deadly Genesis as a member of a secret team that pre-dated the "All-New" X-Men roster that gave us Storm, Colossus, Nightcrawler and Wolverine. They're all characters that have some kind of tie to the early days of the X-Men, but without actually being on that first roster. It's a pretty cool thematic choice for long-time fans.

Matt: Yeah, there was a pretty clear effort, but it can't help but come off as a handful of B-listers, Beast and Mystique notwithstanding. It's pretty clear the team isn't the main story here. The actors are all quite good, though, so they mostly pull it off.

Chris: Emma realizes that Charles is amplifying his telepathy to do some recruiting and warns Shaw, but that's over and done with quickly so we can get some more Erik/Charles bro-time at the Lincoln Memorial over the game of chess that they'll be playing for the next fifty years.

Matt: The one big problem with this movie is that it's kind of bloated. What purpose does that Emma/Shaw scene serve other than to remind us that they know stuff because she's a telepath? It's like the movie just needs us to know they're there.

Chris: No kidding. I enjoyed it as I was watching, but going through it like this really makes it clear that they could've lost about 20 minutes and been okay.

Matt: The team of youngsters all show off their powers -- and it's commendable that Havok and Banshee's powers look so different, when they have similar representations in the comics. The CIA honchos meet to decide it's OK for some teens to fight a former Nazi, and Xavier, MacTaggart and Erik return to find debauchery occurring.


Chris: They definitely make Havok's powers look more like Cyclops's optic blasts, too, just in hula hoop form. You know, as a visual cue in case you missed his last name being "Summers." Also, Magneto getting his post-human True Name from a drunken teenager is up there with Horny Professor X as one of my favorite things about the movie.

Matt: To be something they're so possessive and proud of later, he and Xavier sure are cavalier about it here. Team Adult enters a Russian Retreat (it's fun! It's a retreat!) with some mental jiujitsu to find a sable-hatted White Queen heading inside to woo a general with her dead eyes and zipper use.

Chris: Even though they're supposed to be hanging out and watching, Magneto isn't going to let a little thing like an international incident keep him from getting a step closer to crossing off the top Nazi on his killin' list. While Emma is telepathically sexing - or "texing" - up a Russian general, he's off just wrecking a bunch of soldiers who had the misfortune to stand near coils of barbed wire.

Matt: He storms a Soviet compound SINGLE-HANDEDLY and just wipes those dudes out. It's like he's Rocky IV but instead of boxing he's ending the Cold War just by wrecking everyone. Seeing that he's already started the music, Xavier heads in with him, where they find the poor general getting busy with a mental projection while Emma has some cookies.

Chris: The fact that Emma actually does strip down to her undies before starting up the illusion and kicking back to critique the general's performance is hilarious, but also 100% in character for the Emma Frost of the comics.

Matt: Xavier puts the general to sleep and there's a quick fight that results in diamond Emma wrapped up in the brass bedframe, Magneto constricting her neck until the shell cracks. I thought diamond was basically unbreakable, but never doubt a bedframe, I guess.

Chris: Well, you can cut diamonds along certain angles and fractures, which presumably you could cause with a brass bed-frame bondage harness. Seems legit to me.

Matt: Once she's subdued, Xavier reads Emma's mind to find out Shaw's plan to wipe out humanity with nukes and lead a New Mutant Order (4 lyfe) in front of a Fallout 3 version of the Capitol building. It is amazing how Emma's brain is full of maps out of World War II newsreels.

Chris: She thinks entirely in infographics. Look, I'm not trying to disparage anyone's character, but do we know that January Jones isn't a robot?

Matt: I think we all know how I feel about the likelihood of robots having the last name Jones.

Chris: While Charles and Erik are off in Russia learning about Shaw's apocalyptic Master Plan, the kids are back in Richmond being hassled by a couple of jerks. It's all very emotional, and then - just as it so often happens for the X-Men - those emotions immediately give way to explosions.

Matt: Azazel starts offing CIA dudes by teleporting them into the air and dropping them -- the coolest thing Azazel has ever done, I can say with some certainty -- Shaw eats a few bullets and Riptide causes chaos with his tornadoes. It's the first big, showcase action sequence of the movie, and it does a nice job of showing just how powerful the bad guys are.

Chris: It really is awesome, and since we see it from the perspective of the kids, it's terrifying. People - including poor unnamed Oliver Platt - are raining from the sky, the weather's going nuts and ripping up Cerebro. Of all the scenes of mutants causing some kind of ruckus in this franchise, this is really one of the best. It's scary and dramatic and really well shot - none of the effects look cheap.

Matt: Sadly, it's kind of ruined when Shaw approaches the young recruits and gives a speech about how they could be "enslaved" or be "kings and queens" and the camera fixes on Darwin right after the word "enslaved."

Chris: Great speech, pretty awful shot. I'm used to these movies getting a little ham-handed at this point, but come on.

Matt: It doesn't help that Darwin is killed off right after this, pretty heroically, as he tries to save Angel from the corrupting influence of Shaw, but still. The two people of color on the team either die or run off with the bad guy in this scene.

Chris: No kidding. And even though it's set up well enough in the earlier scene with Angel talking about how she can't stand the way the regular human guards look at them, her decision to bail on the soon-to-be-X-Men comes fast. It's the one point of this movie where it could've used a little more time, because the way it is now, there's no debate at all before she leaves her new pals.

Matt: Right. She's the one taking the brunt of the harassment, so it makes sense. It's just kind of unfortunate that the good-guy team just lost all its diversity (later, it does get some blue, I guess). Team Shaw is a regular Rainbow Coalition by comparison.

Chris: Also, for a guy that gave Emma Frost a lecture about not harming their own kind when she punched Magneto, he sure does blow Darwin right the f**k up.

Matt: He said something to Havok about it seconds ago!

Chris: So that's where we stand, everyone: The world's on the brink of destruction, the X-Men Version 0 are down two members, and Sebastian Shaw is a complete lunatic who owns his own submarine. How will it all work out? Will Magneto finally get his fill of Nazi-killin'? Will Professor X decide his head needs to be more aerodynamic? Will Winter's Bone manage to survive the Hunger Games? Find out next week, as we finish up X-Men: First Class!

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