X-Men: First Class is going to eat the competition and spit it out. Yes, this is a comic book movie that has already seen three adaptations with many of the same characters. But XMFC has a way of pulling out the carpet under the feet of expectation.

Under the tutelage of Matthew Vaughn this prequel offers amazing character arcs, superb set design, a sense of 60s-era spy vs. spy suspense and Rose Byrne as a CIA agent going undercover in the night in only her bra and panties. If I single out Byrne among the many excellent performers here it’s because she displays the kind of over-acting chops best associated with Nicolas Cage (with whom she co-starred in Knowing). In X-Men: First Class Rose Byrne emoting over the top is a good thing.

Remember in the 60s, which is where XMFC is primarily set, how there were all these different spy movies. Just like nowadays there’s a new comic book super hero movie every few months. Now it’s Cappy, Thor, X-Men, Batman, Superman, Green Lantern, et. al. Back then it was James Bond, In Like Flint, Kiss the Girls and Make Them Cry, Harry Palmer films, Matt Helm, ad infinitum. Every once and a while a film breaks loose and dominates by virtue of its excellence, and thus Funeral in Berlin could spawn a Billion Dollar Brain. Flash to the present day and the same is true, only it’s super heroes, not the secret agent, that control the marketplace.

XMFC has a way of transforming your view of what a super hero/comic book movie can achieve. The prologue starts in a Nazi concentration camp, which not only signals a true origin myth but also indicates that Bryan Singer (listed as one of the producers) still has his hand in the direction of the overall story. Singer you will recall directed the first two X-Men and also has been obsessed with WWII imagery in his other films (Apt Pupil, Valkyrie). The characters of Magneto and Professor Xavier are played respectfully by Michael Fassbender and James McAvoy, and let me be the first to say how cool it is that they look nothing like Patrick Stewart and Ian McKellen. This story might as well be in an alternative universe as indeed the movie historically re-writes the Cuban Missile Crisis in much the way that Inglourious Basterds re-wrote the ending of the Second World War.

Vaughn puts emphasis on the thriller aspect of the proceedings with a CIA subplot involving Bryne and Oliver Platt. Arch villain Kevin Bacon speaks German, Russian and English in his conquest of the world. The color scheme goes from drab colorless sets in the beginning to bright psychedelic hues in the end. Pay special attention to Bacon’s mastermind layer with its bright white lighting or the Strangelove-derived sets of the War Room.

A lengthy second half delves into other genetic misfits and their particular powers. Magneto and Xaiver recruit them even as the CIA debates whether they are trustworthy and Bacon’s minions mark them for destruction. Magneto and Xavier work as a team and only in the film’s exciting conclusion do they part ways physically and morally.

Also notable is Jennifer Lawrence in the role of Raven/Mystique (Xavier’s sister). She brings a presence to her role that indicates she’s a power hitter in indie films (Winter’s Bone, The Beaver) and major studio releases. Vaughn works best in the R-rated realm (Layer Cake, Kick Ass) but even with PG-13 restraint he manages to bend the envelope.

- Michael Bergeron