As if to help illustrate the way in which this new X-Men is returning to the beginning and trying to refine things, the film opens with almost the same Nazi concentration camp scene as the 2000 film does, in which Erik Lehnsherr (Bill Milner) rends the bars of a metal gate when guards separate him from his parents. The scene catches the attention of Sebastian Shaw (Kevin Bacon), who uses a particularly cruel torture to force Erik into doing it again. Meanwhile, in the United States, a boy of similar age named Charles Xavier (Laurence Belcher) wanders the halls of a gigantic mansion, before finding a blue-skinned shapeshifter named Raven (Morgan Lily) stealing food from his kitchen. He offers to let her live with him, and she agrees.

Cut to several years later, when Charles and Erik have grown into James McAvoy and Michael Fassbender. Both actors springboarded from indie pictures (The Last King of Scotland, Fish Tank) into bigger roles (Atonement, Inglourous Basterds), and here they form a chemistry that handily matches that of Patrick Stewart and Ian McKellen in the Singer pictures. Most will praise Fassbender, whose role arguably has more dramatic meat on the bones, but McAvoy's ability to segue between dashing James Bond-type and scholar-slash-man of the people is extra impressive, adding a light touch that the whole X-Men series has thrived on. The acting pleasures don't stop there either: First Class is packed with talent, including Winter's Bone Oscar-nominee Jennifer Lawrence as the adult Raven, insecure in her own body, and Nicholas Hoult's nervous scientist Hank McCoy, insecure around Raven.

The real scene-stealer, however, is Bacon as Shaw, a wickedly amusing villain who's been kept to a minimum in the trailers. Shaw is a rich man with a host of connections, speaking multiple languages and with a keen eye for the bigger picture. Shaw's secret is that he is a mutant himself, one that can absorb any energy directed at him and fire it back at will. His clever scheme: embroil the United States and Russia in a nuclear war by forcing the Americans to get nervous about Russia's missiles and forcing Russia to ship some of those missiles to Cuba (the X-Men clearly utilize the same cover-up team as the Men in Black). Bacon is perfect for the role, all toothy grins and fine suits, and most of the special effects relating to his character are eye-popping and exciting (the same can't be said of all of the picture's CGI).

At the helm of the action is Matthew Vaughn, responsible for the superhero spoof Kick-Ass and the excellent gangster thriller Layer Cake. As with Kick-Ass, Vaughn seems somewhat uninterested in pyrotechnic choreography; the first half of the film's third act, with Magneto dangling out of an airplane trying to lift a submarine out of the water, feels surprisingly flat compared to the sight of the same thing in the movie's advertising. But Vaughn succeeds at getting the audience to remember, after the fan disappointment of X3 and the complete shunning of X-Men Origins: Wolverine, why these characters are compelling. The answer: not special effects and not action, but an intelligent battle of personal philosophy between two compelling characters.