At a German concentration camp in occupied Poland during 1944, young Erik Lensherr is separated from his parents by Nazi guards. The child's desperate mind remarkably bends a metal gate until a guard knocks Lensherr unconscious (the same footage that's in the first X-Men movie). Scientist Sebastian Shaw, who has observed this through a window, calls Lensherr up to see him. Placing a metal coin on a desk, he orders Lensherr to use his magnetism power to move it. When Lensherr cannot, despite his best efforts, Shaw shoots and kills Lensher's mother in front of him. In his rage, Lensherr's out-of-control magnetic power kills the two guards and destroys two rooms, to Shaw's delight.
Around this same time, in Westchester County, New York, mansion, a young Charles Xavier meets a young, shape-shifting girl named Raven, disguised as his mother, who is looking through the fridge for food. Xavier accuses his "mother" of being an imposter, and asks what it has done with his real mother, as she would not make him a sandwich or hot chocolate, at which point, Mystique shifts back to her normal, blue-skinned form. 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, Lensherr forces a banker (by ripping out one of the metal fillings in his mouth) to trace a bar of Nazi gold to Shaw's address in Argentina. In a tavern there patronized by former German soldiers, Lensherr 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 MacTaggart follows U.S. Army Colonel Hendry into the Hellfire Club, where she sees Shaw, Emma Frost, and Azazel. After Shaw threatens Henry, Azazel disappears with the officer; moments later he is in the War Room, advocating that U.S. install nuclear missiles in Turkey.
Shaw meets with Colonel Hendry on his yacht, and refuses to give Hendry his money, at which point Hendry pulls out a grenade and threatens to pull the pin, but Shaw takes the grenade and pulls the pin himself, and absorbs the blast (at which point we now learn that Shaw is a mutant, and absorbs energy, which also keeps him young), then taps Hendry, expelling the grenade's energy into the Colonel, blowing him up.
MacTaggart seeks Xaviers advice on mutation, and takes Xavier and Raven to the CIA to convince the chief that Shaw is a threat. After convincing them that mutants exist they are to be taken to a covert facility, but first Xavier tracks down Shaw. Lensherr attacks Shaw, and when Shaw escapes in his submarine Lensherr tries to stop him, but Xavier stops him so that he does not drown. Lensherr joins Xavier and Raven at the CIA facility, where they meet Hank McCoy, another mutant that Xavier accidentally outs. McCoy and Xavier use a prototype Cerebro to locate mutants and recruit several of them to train to stop Shaw. Upon the recruiting process, we also see Xavier and Lensherr walk up to Hugh Jackman in a bar and introduce themselves. Jackman tells them to go to hell, and they walk off.
Shaw plans to meet with a Russian general, but sends Frost instead, who is then captured by Xavier and Lensherr. The facility is attacked by Azazel, Riptide and Shaw, with all the guards being killed. Shaw recruits Angel and kills Darwin by forcing him to ingest a massive amount of energy. When Lensherr and Xavier return they begin to train the mutants, though Raven is conflicted about hiding her natural form.
President Kennedy institutes a blockade. Shaw travels with the Russian fleet to ensure that the missiles get to Cuba. Xavier, MacTaggart and Lensherr fly to the blockade to stop the fleets from engaging. Shaw uses a nuclear core to charge himself up and a helmet to block Xaviers 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.
Lensherr pulls Shaws 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. Lensherr puts on the helmet, then kills him by slowly forcing the coin that Shaw taunted him with through his brain.
The two fleets fire their missiles at the mutants, but Lensherr, 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 Lensherr, but when MacTaggart fires at Lensherr he deflects the bullets, with one paralyzing Xavier.
Lensherr takes Raven, Angel Salvadore, Riptide and Azazel and leaves. Xavier, now confined to a wheelchair for the rest of his life, and the mutants return to the mansion, where he will open a school. He wipes MacTaggart's memory, and Lensherr breaks Frost out of the CIA headquarters, and in his new uniform he tells Frost to call him Magneto.
Before Charles Xavier and Erik Lensherr took the names Professor X and Magneto, they were two young men discovering their powers for the first time. Before they were archenemies, they were closest of friends, working together, with other Mutants (some familiar, some new), to stop the greatest threat the world has ever known. In the process, a rift between them opened, which began the eternal war between Magneto's Brotherhood and Professor X's X-MEN.
X-MEN FIRST CLASS CHARACTERS - PROFESSOR X / Professor Charles Xavier
James McAvoy as Professor Charles Xavier / Professor X : The telepathic leader and founder of the X-Men and one of Magneto's best friends until conflicts of opinion create a rivalry between them and their teams. McAvoy admitted that he did not read comics when he was a kid, but added that he was a fan of the cartoons from the age of 10. While he describes the older Charles Xavier as "a monk... a selfless, egoless almost sexless force for the betterment of humanity and mortality," he says that the younger Xavier is a very different person, "It's quite fun because the complete opposite of that is an ego-fueled, sexed up self-serving dude. And not going too far with it, but he's definitely got an ego and he's definitely got a sex drive as well." McAvoy admitted he felt that there was a comparison between Professor X/Magneto and Martin Luther King Jr./Malcom X stating, "A lot of the time... in the comic books, Erik comes and goes; he goes back and forward really in what he believes and how he is going to achieve it. And in this film it's sort of like meeting them at a point where they are still finding out who they are and you are still seeing some of the events that shaped them, not through their early life, but some of the key events in the sort of equal rights or civil rights struggle that helped shape them." Laurence Belcher as Charles Xavier (12 Years Old)
X-MEN FIRST CLASS CHARACTERS - MAGNETO / Erik Lehnsherr
Michael Fassbender as Erik Lehnsherr / Magneto: The leader and founder of the Brotherhood of Mutants and one of Professor X's best friends until conflicts of opinion create a rivalry between them and their teams. Fassbender said that Matthew Vaughn saw him in an audition for one of his other films and just thought that he would be right for this film. After Fassbender read the script, he said he liked it and then he tried to convince the producers that he was right for the part. When reading Magneto's history (he admitted that he did not know that much about the X-Men) he said to himself that he thought the story was going to be really interesting work. When asked if he was a good guy or bad guy at this point he said that he doesn't really think in those terms. He saw Erik as a Machiavellian character. Fassbender also admitted to watching Ian McKellen's performances to get a flavor of what Magneto was like (while also stating that he liked it) but decided to "paint a new canvas" of the character, stating, "So I did my homework and preparation and you want to respect what someone else has done, especially because the fan base really liked what Ian McKellen has done with it. But while I could have gone and studied him as a young man and brought that to the performance, I don't think Matthew is very interested in that. So I'm just going my own way and working with whatever is in the comic books and the script." Bill Milner as Young Erik Lehnsherr
X-MEN FIRST CLASS CHARACTER - CIA AGENT
Rose Byrne as Dr. Moira MacTaggert: A CIA agent and love interest of Charles Xavier.
X-MEN FIRST CLASS CHARACTERS - BEAST MEET MYSTIQUE
Nicholas Hoult as Dr. Henry "Hank" McCoy / Beast: A former scientist and political activist who transformed into a frightening looking mutant in an attempt to cure himself, but is kind at heart. Broadway actor Benjamin Walker was previously cast as Beast. He turned down the role to star in the Broadway musical Bloody Bloody Andrew Jackson.
Jennifer Lawrence as Raven / Mystique: A shape-shifting mutant and Charles Xavier's childhood friend. Morgan Lily as Young Raven (10 years old).
X-MEN FIRST CLASS CHARACTERS - MAIN VILLAINS
Kevin Bacon as Sebastian Shaw: A scientist and the leader of the Hellfire Club, a secret society bent on taking over the world. Shaw is a mutant who can absorb kinetic and radiated energy and redirect it.
January Jones as Emma Frost / White Queen: A telepath who can also change her body into diamond form; also a member of the Hellfire Club. Alice Eve was originally announced to play Emma Frost.
Produced by Gregory Goodman, Simon Kinberg, Lauren Shuler Donner, Bryan Singer
Screenplay by Ashley Edward Miller, Zack Stentz, Jane Goldman, Matthew Vaughn
Story by Sheldon Turner, Bryan Singer
Based on Characters by Stan Lee, Jack Kirby, Chris Claremont
Starring James McAvoy, Michael Fassbender, Rose Byrne, January Jones, Jennifer Lawrence, Oliver Platt, Kevin Bacon
Music by Henry Jackman
Cinematography John Mathieson
Editing by Eddie Hamilton, Lee Smith
Studio Marvel Entertainment, Dune Entertainment, Bad Hat Harry Productions, Donners' Company
Distributed by 20th Century Fox (United States/Worldwide)
Release date(s) June 1, 2011 (United Kingdom)
June 3, 2011 (Canada/United States)
Running time 132 minutes
Country United States
Budget $140–$160 million