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 to the final installment of our in-depth review of the X-Men franchise, as we take on last year's X-Men: First Class!

Matt Wilson: When we left off, Kevin Bacon was planning to Kill All Humans with nukes and leave the mutants alone to be ruled, except for those mutants he chooses to kill.Chris: We can agree that this plan is pretty dubious, right? Shaw seems to be under the impression that every single mutant is going to be just fine living in an irradiated wasteland, and there's not really anything we've seen that comes close to backing that up.

Matt: His justification for all this is that mutants are "children of the atom," which means lethal levels of radiation will just make them stronger. Hulks! Everyone's a Hulk!

Chris: I think someone should probably sit Shaw down and explain the concept of metaphors. I'd say Emma Frost could do it, but she's having enough trouble trying to understand these strange hu-mon emotions. Either way, Shaw is heading full-tilt towards this plan by heading to Russia and telling the Soviets to put a few missiles in Cuba, which I imagine will cause a crisis of some kind.

Matt: A crisis? In 1962? Whatever could it be? I'm noticing how much stock footage there is in this movie on this viewing, like the shot here where Rade Serbedzija stands in front of some old Soviet parade footage for a second. It's pretty hilarious.

Chris: It's a good effect, though. The Cuban Missile Crisis is such a weird thing, in that we as a species were very, very close to literally destroying the world, which makes it so easy for us to want to believe that it was some kind of external force that made it happen. It comes up in quite a few comics; Bob Haney's last story before he died was about the Teen Titans trying to rescue JFK after he was abducted and replaced by an alien who went crazy and tried to destroy the Earth before being shot.

Matt: It's fairly easy to create mythology around it, too. It's one of those events, like the moon landing or Chernobyl, that people just want to believe there was something more to.

Chris: Unfortunately, the moon landing got Transformers 3 and Chernobyl got a crappy horror movie. You win this round, Cuban Missile Crisis!

Matt: So Shaw convinces the Soviet General to put some missiles in Cuba, somehow by switching over to speaking English, and Xavier Magneto MacTaggart Inc. returns to the House of Platt to find it a pile of rubble. Xavier is pretty insistent that they all go home, but they aren't going anywhere.

Chris: The best part of this is how upset everyone is that Shaw killed Darwin, and Erik's immediate suggestion that they go get revenge.

Chris: Because what other course of action is Magneto going to be into? He probably suggests seeking vengeance when they run out of salt.

Matt: He even says, "We'll avenge him!" As if to lead up to announcing, "We'll be...The Avengers!"

Chris: That's actually a much better lead-in to that name than the actual Avengers had, which was "if we can't save the world from being destroyed, we'll avenge it." Stop and think for two seconds about that, Tony Stark. How are you going to avenge anything if everybody's dead? What a kook, that guy.

Matt: He was probably pretty wasted. Give him a break.

Chris: It's also worth noting that Charles is initially pretty reluctant to send all these kids out to fight evil mutants, which would later become his entire deal.

Matt: Everything that characters don't want to do in this movie, they go wild over later. The code names, the helmet, putting kids in mortal danger. Emma Frost is being held in CIA custody, and upon overhearing that Shaw is trying to start a war, she attempts to intimidate the director and his pal by walking up and cutting a hole in the glass. She does this as if she's going to get a soda refill.

Chris: She could not be more bored about the world teetering on the brink of nuclear annihilation. The way she says "interesting question, but I wouldn't cal it a war, exactly" is like a waitress at the end of her shift reading off today's appetizer specials at Chili's. There's a little sarcasm to it, but other than that, conveying emotion continues to elude her.

Matt: She could have at least added a "sugar" at the end. Meanwhile, in the war room, War Secretary Leland Palmer has decided retaliation against the Soviets is necessary action.

Chris: The threat of BOB must be contained at all times! We get a little actual news footage to move things on a bit, because apparently 70 minutes in is when they decided that maybe we should pick up the pace a little. It's pretty well-done, though.

Matt: Not before the Avenger X-Men decide to go look at some real estate in the form of Chuck's old house. But yes, this quick little bit of background about the missile crisis isn't bad, even though we saw from Emma's thoughts that nuclear 'splosions were the plan of the day. It's a little redundant.

Chris: This is very clearly the "Okay, go get your popcorn and soda refilled' portion of the film - this whole middle section is bookended by montages, from recruitment to training to Current Events.

Matt: We see a quick glimpse of Xavier's basement before it's all done up in brushed metal, Beast looks even more Cyclopsy while he runs fast, Winter's Bone lifts some weights, Banshee gets a cape, Magneto learns a lesson about rage, Rose Byrne smiles pretty. Now everyone's ready!


Chris: It's all done up in these panel-style split-screens too, with a lot of neat transition effects from one scene to the next. I like that kind of thing a lot - it was one of the things I really enjoyed about Ang Lee's Hulk movie, too - but again, 70 minutes in seems like a weird time to introduce a brand new visual style.

Matt: There are some nice moments in this montage: Magneto telling Mystique she should look like her blue self, Magneto moving the satellite. But even this quick-hit stuff is kind of repetitive. OK, Havok can't control his powers yet! All you have to tell us is now he can because he got a stomach disc thing. That's it!

Chris: It also features Henry telling Banshee that he can fly if he creates super-sonic sound-waves, which I believe would be sounds that move faster than sound. But, you know, if we start nitpicking the science of the X-Men, we'll never get to their nifty new uniforms. Maybe he was just being Zen.

Matt: It's a lucky break for the X-Men that President Kennedy comes on TV to tell them what's going on. Otherwise, they'd never know!

Chris: The voice on the fake news update that follows Kennedy's address is the worst effect in the movie, but considering how good they made everyone's super-powers look, I think we can forgive them for cheaping out on the voiceovers. Either way, Magneto straight up tells everybody that Shaw will be hanging around Cuba when the missiles come in, which seems a lot like he's developed the power to jump to conclusions.

Matt: And yet it is a correct one. There's Shaw, underneath the ship with the missiles in his submarine, clinking glasses with a now fully-evil Angel.

Chris: Her character doesn't have an arc so much as a cliff that it walks off of. She is way into this whole nuclear Armageddon plan, without even one moment of second thoughts. Meanwhile, Henry has finished mixing up his miracle cure for big feet and blue skin, dropping in on Hunger Games to tell her that he only likes her when she's pretending to be a blonde.

Matt: Even his smart-guy glasses can't save him here. He walks out of Mystique's room insisting that the cure is necessary. Again: A mutant cure is something he strongly fights against 40-some years later.

Chris: To its credit, it's interesting to see the transition of the two characters' viewpoints. Mystique goes from wanting to be normal more than anything to wanting what she is to be accepted, which is a big step for her, and one that ultimately leads her to be with Magneto. Meanwhile, Henry has this huge amount of shame that only goes away once he mutates further and the option to hide is taken away. The guy we have now is nervous and unsure of himself, he's not the boisterous scholar that we know he's going to eventually turn into. It creates a nice dynamic, even if Mystique's change seems a little abrupt. Also, according to dialogue in this scene, everyone has managed to master their powers in exactly one week.

Matt: That's all you need. I think there's a Malcolm Gladwell book about that. As other characters' minds are changing, Charles and Erik are beginning to entrench themselves in their ideological holes over a game of chess: Magneto wants to kill Shaw, Xavier is futilely trying to talk him out of it.

Chris: We get Magneto's "Peace was never an option" quote, but in an interesting twist, he's talking about internal peace, not peace with the human race. Once again, we see that he's all about the struggle, and that he knows full well that he will never get over his mistrust of humanity, nor does he think he needs to. It's a really solid scene between McAvoy and Fassbender where they're both acting from a knowledge that the other won't change, and it leads into another great scene of, uh, Beast injecting his gross feet with Mountain Dew.

Matt: There's some crazy shaky camera to indicate he's having a Mr. Hyde moment (and there's an allusion to that book earlier in the movie).

Chris: I joke, but I really like the transition of Henry McCoy to Beast. It's something out of a werewolf movie with the way that the claws and blue fur burst through his skin and clothes, and how it's all shot from his perspective that really makes it work.

Matt: It's a horror-movie scene in an action movie. It's nicely shot. Meanwhile, Magneto is proving his persuasive abilities by making a compelling case that Winter's Bone should walk around nude.

Chris: Mystique's response to Magneto's "maybe when your older" being to turn into Rebecca Romijn for a second is the weirdest, most out-of-place self-reference in this entire movie.

Matt: Maybe if Rebecca Romijn looked like an older Winter's Bone? But...she doesn't.

Chris: Yeah, I was about to say "it's not like she's going to look like a completely different woman in two years," but, you know, she's Mystique. It is her entire deal to look like a completely different person if she wants.

Matt: Right. But this is some weird business about her either aging into Rebecca Romijn or thinking she's prettier than Hunger Games or...I really don't know. It's really just a poke in the audience's ribs. "Remember that other actress? Huh? HUH?"

Chris: Magneto tells her that he likes her better blue, and then talks about how you shouldn't make tigers put on clothes because he likes looking at them naked. It is a pretty weird seduction, but by X-Men standards, it doesn't even come close to your average Gambit/Rogue scene.

Matt: It's just like, "Hey, the rest of us, we all wear clothes, but you're like a tiger, so don't."

Chris: Yeah, it kind of raises the question about why Magneto doesn't just walk around naked himself, since black turtlenecks are not part of his natural form, but I think we can just go ahead and file all of this under "He wants to see Hunger Games naked." In any case, Charles's reaction to Mystique walking around in the altogether is pretty, pretty hilarious.

Matt: He demands she put some clothes on, she doesn't care to hear it and storms out. Tellingly, in the next scene, she is wearing clothes.

Chris: He acts like she's walking around naked, which she is. Which is hilarious, because after three and a half movies of it, we're way more used to Naked Mystique than he is.

Matt: If he was the MPAA, he'd say, "As long as you don't have nipples, I guess you're OK. Go walk around at a high school!"

Chris: The next day, everyone gets up early so they can fly down to Cuba for the climax of the movie, and Professor X discovers that Henry's lab has been wrecked all to hell. It's as though some kind of... BEAST was in there!

Matt: And finally, 88 minutes in, everyone gets a costume.

Chris: And once they suit up, we finally see what has become of Hank. He has been... transformed! Deformed! His experiment went horribly wrong and left him in this hideous --


Chris: Oh no wait, he's adorable!

Matt: He looks like a kitty.

Chris: A big ol' kitty cat with glasses on! Awwww!

Matt: Mystique couldn't be happier that her almost-boyfriend is all felined out, but Magneto makes a sideways remark that sets Hank off. This leads Havok to stuntedly say Hank's new nickname is "Beast." Glad that's taken care of!

Chris: In the version of this movie that exists in my head, instead of Magneto giving him a friendly slap on the back, it's Moira and Hunger Games scratching between his ears that leads to his codename. And that codename is Mr. Snuggles.

Matt: Put a collar on that mangy thing, though! He'll drag all kinds of fleas in here! Out in the Atlantic, Michael f**king Ironside is watching as the Soviets approach with their missiles. The Soviet captain is reticent to heat up the Cold War, and just as that's about to happen, Mr. Snuggles and the Kitty Krew arrive to help.

Chris: It's a good thing, too: Shaw is already in the house, sending Azazel to kill the Russians so there won't be anyone to give the orders to stand down instead of igniting World War III. It could be worse, though. They could've lived to see "The Draco."

Matt: Thank the Lord for small miracles. Xavier averts the immediate battle by taking over the mind of one of the Soviet commanders who fires on his own cargo ship. But Shaw's got a backup plan: Make his submarine into a nuke and see what happens.

Chris: As always, Michael Ironside does not give a f**k.

Matt: I think that's on his SAG card. Banshee locates the submarine because I guess he's kind of like a whale? And Magneto jerks that sucka out of the water. This is all the result of Professor X pep talks.


Chris: For some reason, Professor X doesn't just bop into Shaw's brain, presumably because he has to know where someone is to get all up in their mind, hence throwing Banshee out the back of the plane. I do think it's telling, though, that nobody seems to notice or care about this hyper-advanced supersonic jet circling the area.

Matt: Ironside sees it, but, you know, he doesn't give a f**k. And Shaw did put the helmet on, I guess because he figured out why the Soviets fired on their own ship.

Chris: There's a long, slow-motion shot of Fassbender with the wind blowing his hair as he lifts up the submarine, so you'll excuse me if I start fanning myself.

Matt: In the business, they call that the "vapors shot."

Chris: Magneto crashes the submarine into the nearby Plot Contrivance Isle, but Riptide whips up a hurricane and crashes the Proto-Blackbird along with it, leaving the American and Soviet crewmen wondering just what the hell is going on here.

Matt: They're pretty much non-entities in the ensuing chaos, which features Havok and Banshee fighting a somewhat silly-looking Angel as she spits fireballs as Erik infiltrates the sub and turns off its nuclear reactor.

Chris: Even a bunch of dudes who got up this morning fully prepared to usher in nuclear war have to be a little confused when teleporting demons and sexy ladies with bug wings and man-sized kitty cats show up. Even Michael Ironside looks like he might be considering giving a f**k.

Matt: Considering the circumstances, he might want to try it. Shaw's all powered up with nuclear energy, so he starts slinging Magneto around as Erik slings the innards of the ship around. Eventually, Magneto is able to snatch the helmet and Xavier freezes him. You know, alone in a room with that guy who vowed to kill him.

Chris: Right after Shaw tells him "we are the future," just in case you missed that whole theme of Magneto becoming what he hates. And finally, this movie delivers on its promise of Nazi-Killin' as Erik takes the coin he couldn't move as a child and puts it straight through Shaw's head. It is pretty rad.

Matt: It's intercut with Xavier screaming, as if he feels what Shaw should be feeling. That's rad, too. Where do you think Erik was keeping that coin, though? Does that suit have pockets?

Chris: If Mr. Snuggles can build a suit with a power regulator for Havok, he can build a suit with a Nazi coin pocket for Magneto. One more thing to really like about this scene is that Xavier keeps Shaw frozen for the entire thing. He never lets him go, even though it means he's allowing Erik to murder him, because he knows that Erik is, at least for right now, the lesser of the two evils.



Matt: Though maybe not for long. Magneto emerges from the submarine, helmet and all, speechifying in a commanding, yet comforting Irish lilt about the superiority of mutants over humanity. Perhaps he's kind of right, though. The Americans and the Soviets have decided it's time to wipe everyone on Contrivance Island out.

Chris: Right. The Government is like "oh we should totally nuke that island because all the mutants are on it." Apparently they think that there are only eight mutants on the face of the planet, even though two more of them were fighting in every war since 1861.

Matt: That is certainly a lot of ordinance to shoot at eight people, also.

Chris: And according to Shaw's plan, it wouldn't really bother them anyway, so they're basically just aiming a ton of nukes at Moira MacTaggart. Or is that just the ensuing fallout?

Matt: Those presumably aren't nukes, though. Maybe they are? Anyway, Magneto stops all the missiles and turns them back around at the attackers. This is when Professor X says the dumbest thing anyone can say to someone whose life was spent killing Nazis: "They were just following orders."


Chris: I laughed so hard when that happened. Not even kidding, I cracked up.

Matt: It's like he read it out of the What Not To Say Playbook.

Chris: Curt and Chris did a really great strip about this back when the movie came out, and I honestly though they were kidding because there's no way anyone would ever say something that stupid. And yet, here we are.

Matt: Particularly someone who can read minds and should know how to persuade anyone. You'd think he'd have a better grasp. So Erik and Charles have a little roll-around fight, Michael Ironside tells his men it's been an honor serving with them, though it's fairly clear he doesn't give a f**k, and Moira takes some shots at Magneto. Again, really dumb!

Chris: I think the implication here is that if he can't read your mind, Professor X is just no damn good at talking to you at all. But yeah, Magneto ends up deflecting a bullet right into Professor X's spine, and I have to say that this bit really surprised me.

Chris: Maybe it's just me, but I'd been lulled into thinking that it wouldn't actually happen in this movie. They don't foreshadow it at all - which, oddly enough, they actually do with his hair loss - and I remember gasping when it happened. For almost two hours, I apparently forgot Professor X was in a wheelchair.

Matt: Frankly, you've been set up in other movies to think it wouldn't happen here. Xavier could walk in 1979 and 1986. So it's kind of a cheat.

Chris: I wish I could take that as my out, but I hadn't seen Wolverine yet and had pretty much forgotten everything I could about X-Men 3.

Matt: Which is a smart way to live your life. Magneto is as shocked as you were -- seeing his old pal get shot makes him forget about the missiles, so Michael Ironside can live another day. But he's still angry all the damn time, so he blames Moira and tries to choke her with her dog tags.

Chris: As much as this movie will hammer the living hell out of a metaphor, I do like that they let the boats survive because of Magneto's concern for his friend - his humanity - pass without comment.

Matt: A lot of the movie's themes are quite explicitly stated, but it's Xavier who mostly does that. Here, he's really in no position.

Chris: He doesn't have a leg to stand on. Magneto offers to take in anyone who wants to fight the humans, and after a conversation with Professor X, Hunger Games decides to sign up. She gets the agonizing decision that Angel never had, but I guess they'll have something to talk about in the sequel. Everyone else opts for a life of thankless sacrifice, persecution and martyrdom, but on the bright side, they get to keep those snazzy uniforms.

Matt: It's a little odd that Magneto hops right onboard with the people who just moments ago were working for his mortal enemy, right? Azazel, Angel and Riptide should not really be his pals, should they? Also, where is Azazel taking them?

Chris: All good questions, but I guess once you're committed to a life of being a minion, the bosses are pretty much interchangeable. Maybe they go off to that weird island Magneto was living on in X-Men?

Matt: Whatever the case, they BAMF away, and Professor X announces he is for-real paralyzed, in case you weren't sure. President Kennedy helpfully tells us a month has passed, and Professor X has decided to start up a school. And then: Another joke about his hair! You're such a tease, movie!

Chris: Moira gives them the name "X-Men," because they're no longer G-Men - groan if you will, I thought it was pretty clever - and then Professor X goes into the Richard Donner playbook with a good ol' fashioned Amnesia Kiss.

Matt: And the crazy thing is Moira knows it happened! Yet we're supposed to think she will speak to him ever again.

Chris: It is a pretty gross technique, to be sure. I do like that she gets all wistful and starts describing the kiss during her debriefing and all the '60s CIA dudes are just grossed out. That one dude's "Oh Jesus" is hilarious.

Matt: Of course, the chief has to make a crack about why women shouldn't be in the CIA because the '60s. It's exactly like all those smoking pregnant women on Mad Men.

Chris: It's so weird how Xavier immediately has his Not Too Distant Future/Year 2000 style wheelchair, and I'm pretty sure McAvoy's even wearing the suit and tie that we see Patrick Stewart in the first time he shows up in X-Men. We get it, movie: This is Professor X. We know. We have come to terms with it.

Matt: And yet when Magneto shows up in the last scene to break Emma Frost out of her holding cell in Langley (she is actually being held at CIA HQ), he isn't just movie Magneto. He is straight-up comics Magneto. Cherry-red and purple helmet and everything.


Chris: It's so goofy that it comes back around to being amazing.

Matt: Fassbender plays it to the hilt. Like McKellen, he transcends everything that could be considered ridiculous around him.

Chris: And with that, since there's no post-credits scene on my copy, we have come to the end of the film, and the X-Men franchise as a whole!


Matt: The movie looks terrific. Despite those places where I pointed out stock footage, this movie, unlike the previous one, mostly does the period setting right. Even the closing credits have this great mod look to them.

Chris: It's got a great cast, too. I said at the start that Fassbender and McAvoy stepped up to follow McKellen and Stewart, but they're not the only ones who do a great job. All of the X-Men are pretty immediately likable, and Jennifer Lawrence - yes, we are finally using her actual name - does a great job as Mystique, too. Her roughest scenes are when she's given pretty awful lines like "Mutant... and proud," but she does all right by them, and handles her mostly internal conflict really well.

Matt: The actors did the right thing by opting not to do impressions of their predecessors. McAvoy doesn't do a Patrick Stewart thing, nor does Fassbender play Magneto as McKellen's. Nicholas Hoult doesn't do a Kelsey Grammer impression. They all put their own stamp on the roles, and the movie is better for it.

Chris: From what I read, that was Vaughn's choice.

Matt: Whoever made the decision, it was smart. We talked about some shoddy special effects in the last two movies. This one does a much better job, despite some goofy-looking flying near the end.

Chris: I don't know if I even have to say this at this point, but Erik Lehnsherr: Nazi Hunter. Yes, please. More of this.

Matt: Oh man, yes. And back to the cast for just a second: Kevin Bacon. Who knew he had such a great bad guy in him? The all-German scene near the beginning is just beautifully played.

Chris: Yeah, he's incredibly sinister, and while he eventually turns into an over-the-top bad guy who literally wants to blow up the entire world, the parts where he's played as a Bond villain really work well. You said it already, but I loved how well this did as a period piece. I felt the same way about Captain America being entirely set in World War II, and I'm glad we've gotten to the point where superhero movies can have that little twist to them. I'd love to see a Fantastic Four or Doom Patrol movie (fat chance on that one) set in the '60s, or a '70s grindhouse style Power Man & Iron Fist.

Matt: '80s Punisher! When movie New York was its grimiest.

Chris: We already have that one. It even has ninjas.


Matt: We said this last time: The movie's too long, and it's kind of repetitive. There are quite a few expository scenes that just aren't needed, and there's plenty of fat that could have been trimmed.

Chris: As great as the cast is, January Jones really sticks out as the weak link. She has one or two really solid scenes - her eye-rolling "pathetic" at the Soviet general is spot on - but by and large, she just doesn't bring much to the role. That's a shame, too, because Emma Frost is such a great character.

Matt: As much as it seems obvious to play her as an ice queen, she's really a fiery character. She's just bored here.

Chris: And worse, boring. Beyond that, for a script that has so much going for it, it could not be any less subtle.

Matt: Yes. Professor X says a lot of things out loud that don't really need to be said, and it really hammers home that THIS IS THE CUBAN MISSILE CRISIS, YOU KNOW THAT THING FROM HISTORY CLASS.

Chris: That "They're just following orders!" line is maybe the apotheosis of metaphors that could not be closer to the actual meaning of what they're saying, but there's a ton of stuff like that in here. It's often saved by the solid acting, but for every nuanced "Peace was never an option," there's a "you didn't ask, so I didn't tell."

Matt: There's also some real tone-deafness in regards to race. We pointed it all out before, but this is a movie set as the civil rights movement was really getting going. I'm not sure why Vaughn and the writers weren't a little more sensitive to it.

Chris: That shot of Darwin under the word "enslaved." Jeepers Christmas, guys.

Matt: And Shaw's plan is a little kooky. The nuclear bomb not killing mutants idea is just on-its-face dumb. It's alternately stupid as hell and kind of adorable.

Chris: They very clearly got the idea to base it around the Cuban Missile Crisis first, and committed to that without stopping to think of how anyone would profit if the entire world exploded. But taking that into consideration, the results are pretty solid.



Matt: If this movie was about 20 to 25 minutes shorter, it'd be right up there with X2 as the best of the franchise. It's already pretty close.

Chris: I really do think this is the way the franchise needed to go. X-Men 3 created such a weird hole that they'd have to dig themselves out of that it's not even worth it to try, so instead they did a reboot where they get to pretend that it's not a reboot. They're very clearly picking and choosing things they want to keep and want to throw out, but they've removed things far enough that it's still fresh and interesting.

Matt: I do think that, if they were going to make a clean break, they should have just done it. This movie works best when it's blazing new trails, not tying back to the others. The nod back to Rebecca Romijn and the appearance of The Wheelchair only serve to distract. Wolverine's cameo is fun, though. Jackman will survive through a dozen X-Men franchises.

Chris: I agree, but getting away from Cyclops, Storm, Phoenix and all the other characters that you want to see allows them to do that new stuff without treading on exactly the same ground. Of course, on the downside, there aren't a lot of fans who want to go see a movie about Havok and Banshee, which is why the focus continued to stay tight on Xavier and Magneto. Either way, I'm looking forward to the next one, even though I'm thoroughly relieved to be done with these things.

Matt: Anticipating McAvoy and Fassbender coming back as Xavier and Magneto is as exciting as seeing Stewart and McKellen in the roles. That's really saying something.

Chris: As for what's next for us, well, that's still up in the air! We're running yet another poll to decide which movies Matt and I are going to tackle next, and you've still got time to get in your votes before we decide!

Matt: So vote! Vote now! This election will decide the direction of our nation!

Chris: Do your part for democracy! Which in this case means deciding whether we watch Judge Dredd or TMNT 2: The Secret of the Ooze. Truly, this is what our founding fathers intended.

ComicsAlliance Reviews the X-Men Films:

More From ComicsAlliance