X-Men: First Class, following the classic Marvel mythology, charts the epic beginning of the X-Men saga. 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. (from MovieWeb.com)

Four years ago, the X-Men franchise wrapped its trilogy with an often reviled final installment. Handed over to a new director, X-Men: The Last Stand left fans and moviegoers alike feeling underwhelmed. Not only did it follow most people's favorite in the franchise (X2: X-Men United), but it killed off several major characters and flipped the series on its head, not leaving it with much of a happy ending. Two years later, the franchise was kept on life support with its first spin-off, X-Men Origins: Wolverine. Now, two more years later, we get another origin film of sorts, a prequel to the regular three films titled X-Men: First Class. Now, with a title like that, you're liable to picture some kind of cheesy high school teen drama about a bunch of kids dealing with super powers. Quite honestly, we had a fair amount of that in the original trilogy with Rogue and Iceman's storyline, but here, First Class focuses on a much younger Erik Lehnsherr (Magneto) and Charles Xavier (Professor X) as they meet, band together as mutants for the very first time, and begin to learn where they fit in (or don't fit in) with the "normal" human race.

X-Men: First Class is director Matthew Vaughn's debut into the X-Men world, his last film having been Kick-*ss, with Stardust before it. Kick... was an R-rated, ultra violent superhero outing, so it's no surprise that X-Men: First Class turns out to be a pretty edgy entry into the series. Granted, Wolverine was crazy violent for PG-13, so compared to all of the other X-Men films, I suppose First Class isn't all that jarring, but on its own, it's got its own surprising moments. But before I touch on content, there's plenty to be said about the film itself. For a prequel that could very well be a complete misfire as it focuses on kid versions of X-Men characters and the origins of some pretty serious dudes (Professor X and Magneto), Vaughn has done a solid job taking this source material very seriously. Sure there's at least one or two well-placed-yet-out-of-place gags or laughs (like cameos), but it's all in good fun - and quite frankly any comic relief is actually necessary in a movie like this one. Vaughn refrains from too much teen drama from the young X-Men, but instead focuses mostly on the emotional background of Erik and his turn to evil as the villainous Magneto (Too bad this didn't come before George Lucas took a stab at that kind of story for Darth Vader). Through this story, we grow to understand his cruelty a bit more and get to witness the friendship that he developed with the more pure-in-heart Charles (Although I wasn't too keen on some weird bar scenes where Charles tries to pick up a girl for a one night stand or when he gets sloshed chugging a massive beer to celebrate the completion of his studies. It seemed out of character. This isn't Old School, it's X-Men!). In fact, the development of the friendship between Erik and Charles was one of the best aspects of First Class, and I actually would have liked to have seen it develop further in additional prequel sequels. The Germany-born Michael Fassbender steps in as Erik and does a fantastic job bringing heart, emotion and a serious side to Erik/Magneto. James McAvoy is also great as Charles and the two play off each other really well. I have to admit that it's been a very long time since Kevin Bacon has made a movie I actually would want to see, and I was a bit skeptical of his presence as the central villain in the film. However, Bacon's Sebastian Shaw is slick and ruthless, and he makes a formidable adversary and Dr. Frankenstein to the monster that Erik becomes as Magneto. Bacon was an inspired addition to the cast. To round out the main players are a series of young up-and-comings who don't really offer one particular stand out performance from another but collectively do well to bring about the birth of X-Men.

One thing that's always irked me about the X-Men films is that there are always a few characters that seem to have absolutely no introduction or development of any kind. For example, Jason Flemyng (Clash of the Titans, 2010) plays this red-faced almost devil-like baddie who can teleport and beat the snot out of any innocent bystanders in the process. I didn't even know his name was Azazel until I looked it up online. The same could be said for another villain who could make tornadoes appear at his leisure. His look seemed a bit out of place and, again, he was another character I had to look up online to learn his name was Riptide. For the kids in the movie, they did pretty well setting up each character from their recruitment to when they first get the chance to leap into action. In that way, it felt like the first film, but it never felt tired or like a retread. It also was nice to see Charles out of his iconic wheelchair and involved more in the action.

The tone of the film is consistent, but Vaughn keeps it pretty edgy from front to back. The opening scene is almost identical to the opening scene from the very first X-Men film where we witness Erik as a child being pulled away from his mother in the concentration camps. From there he meets Bacon's Shaw and violence ensues. While there isn't a lot of gory, explicit violence in the film, there are some jarring images and moments that may cause a few to squirm in their seats. For me, the worst that fit that bill was Erik using his powers to interrogate a man and pull on a metal filling in his victim's tooth. It's pretty brutal, and surprisingly Erik takes it to completion, yanking it right out. Another vicious moment is when a man impales another man's hand with a knife, pinning it to a table. We see this from sort of a distance and at an angle that doesn't allow for direct sight of the wound or any blood, but it's still pretty rough. It's an overall pretty violent scene as a few guys meet their end by a gun and that knife. Also, the aforementioned Azazel takes out a mess of guys by teleporting around them, slicing them up with a sword of sorts and teleporting away. And before that scene, we see him picking up unarmed people and dropping them from a great height to their deaths. Also, at the beginning of the movie, we see Erik's powers cause all the metal objects in a room to implode, which includes two soldiers' metal helmets. It's not gory, but the thought is unsettling. Finally, we see the profile of a person's head and the slow motion movement of a coin that enters their forehead (with bloody results), travels through their head and exits through the back (pushing through the hair, revealing a blood-covered coin); it's pretty gross. In addition to the violence, there is 1 "F" word that's meant to be a joke, as it involves a special cameo appearance, but the profanity is especially unnecessary. The only other significant cursing in the movie, sadly, is a few instances of blasphemy that certainly could have been avoided. And when it comes to sexual or sensual content, there's a surprising amount of the latter. The first time we meet Moira, she strips down to her bra and panties and sneaks into a club with a whole group of similarly minimally dressed women who are meeting with men at a party. Emma Frost's outfit is usually pretty revealing and her mutant form is a shapely female body made entirely out of a diamond/glass appearance. Similarly, we see Mystique's nude, blue form with some scales covering the explicit nudity and we see Erik and Charles recruit Angel while she's working at a strip club (where other scantily clad women are dancing). Lastly, Emma tries to seduce a Russian general by using her telepathy to make him believe she's straddling him on a bed and he's groping her (whereas, she's really just sitting in her underwear on a couch nearby). In the end, it all accumulates to some pretty edgy material for a movie that is clearly aimed at a younger age group given the youthful origin story.

X-Men: First Class serves more so as an origin to the characters from the films than trying to stay true to the comic books that inspired the series. It's to the point that when X-Men: First Class finishes, you could go watch the first film from 2000 and feel like you know a little more about who some of those characters are and where they came from. It's a well-made film with some great action sequences and good storytelling, but just like the previous films, there are enough rough and violent scenes as well as enough sensuality to warrant exercising caution before going to see it. I'd love to see an X-Men film that's a bit more family friendly without dumbing it all down, but First Class isn't anywhere near closer to that and it doesn't look like it might be anytime soon. Still, should they continue this storyline (please don't call it X-Men: Second Class... OK?), I'd be on board to seeing where they go from here.

X-Men: First Class was a sincere summer surprise. I can't say I expected this unnecessary prequel to be as good as it is, but director Matthew Vaughn has successfully breathed some new, much-needed life into this franchise. It makes for what could be a great start to a new prequel trilogy. The Blu-Ray release comes with a digital copy and a barrage of additional features. The picture of the film looks crisp and colorful and may appear a little grainy at times, but is overall a visually thrilling Blu-Ray disc.

X Marks The Spot - This group of featurettes gives you the option to view these in the movie or by themselves, which is an ideal viewing option. It's rather irritating when some films don't allow you to watch these separately.

X Marks The Spot: Erik in Auschwitz - This featurette focuses on how they used the 2000 X-Men film as a reference for recreating the opening of the film as a springboard for this film.

X Marks The Spot: Charles Meets Raven - This one addresses the contrasting origins for Charles and Erik, but then also shows how they filmed the shot where Raven reveals herself as Mystique to Charles for the first time.

X Marks The Spot: Mr. Howlett Declines - This featurette is dedicated to Hugh Jackman's cameo and how thy brought him on for the memorable scene (there are about 5 bleeped out F words from Jackman here and 1 NOT bleeped out).

X Marks The Spot: Mindscape - This one is dedicated to the look of Charles' mind reading visual effect and how they designed it. It's pretty amazing to learn that it was done with a still camera taking a series of photographs and a computer filling in the rest.

X Marks The Spot: Emulsional Journey is a behind-the-scenes look at sound recording and editing for the film.

X Marks The Spot: Rebecca's Return is dedicated to Rebecca Romijn's brief cameo as Mystique!

X Marks The Spot: Cuban Beach Pre-Vis Sequence is a short split-screen look at pre-visualization footage versus the final film version for the scene where the missiles head toward the Cuban Beach.

X Marks The Spot: Retro Cool is the final segment of "X Marks The Spot" and is dedicated to the creation of the credits being a throwback to the 60s Bond films... And it looked fantastic!

Cerebro: Mutant Tracker - This is an interactive look through Cerebro to various characters from ALL of the X-Men films! When you click on someone, like Rogue or Wolverine, you'll see a montage of key scenes from all five X-Men films, including X-Men: First Class. It's especiall cool for a character like Mystique as they show you her scenes from First Class and then X-Men, X2 and X-Men 3.

Children of the Atom: Filming X-Men First Class is a very in-depth documentary behind the making of the film, with each segment over or close-to ten minutes in length, adding up to over an hour-long feature documentary.

Children of the Atom: Second Genesis delves into the birth of the film and how the cast and crew came to be involved in the film. It's neat to hear from original director of the first two films Bryan Singer talk about producing this film, while First Class director Matthew Vaughn had originally signed on to do X-Men 3 but had left it and was thrilled to do this film.

Children of the Atom: Band of Brothers is a very in-depth look into casting First Class. All the main cast get some screen time here.

Children of the Atom: Transformation - This opens with a look at redesigning Beast for the new film (since Vaughn hated the X-Men 3 design). We see some early makeup tests here as well. It then focuses on Mystique and Jennifer Lawrence's 7-hour makeup sessions before moving on to Jason Flemyng as Azazel.

Children of the Atom: Suiting Up is dedicated to the costume design and setting the film in the 60s. It's actually really fascinating as they go into the details of crafting the suits.

Children of the Atom - New Frontier: A Dose of Style talks about the set design and feel of the movie being very inspired by the James Bond films of the 60s. Set design is tackled here too, including the X-Jet and submarine set, which were built on gimbals to be able to rotate for the action sequences. It ends with a look at recreating portions of the X mansion.

Children of the Atom: Pulling Off the Impossible is dedicated to the visual effects in the film. From the flight of Banshee and Angel to Emma Frost's diamond shape, this featurette is quite thorough. The most interesting portion, however, has to be the mirror room confrontation between Shaw and Erik. It's rather surprising to find out just how much of that scene had been created digitally.

Children of the Atom: Sound and Fury - Finally, we have the a look at Henry Jackman's memorable score... Which mixes a modern score with a 60s feel. Jackman shows us his original idea for Magneto's theme before the director made him cut it down and simplify it. It's cool to hear Jackman talk about the music as he reconstructs the scene in the bar (it's annoying though how he keeps using the F word here - which they do bleep out, thankfully at least).

Deleted Scenes - There are thirteen deleted or extended scenes included here. The first shows Erik seeing a mother and child interacting on a street which triggers a memory of his own mother. The next is a really pointless scene which shows the Colonel rolling up to meet Shaw on his boat. Next is an amusing sequence where Charles goes to see Moira in here room and flirts with her. She then asks him to read her mind to prove how disinterested she really is. When he inevitably does, he gets the hint and exits. Next is an extended version of the recruitment of Angel where we actually see Charles showing off his power to Angel... which puts the image of Erik in drag in Angel's mind. Yeah, that was a wise omission. The fifth deleted scene is an extended version of Erik and Charles hiding in the back of a truck, but this time we see a dog come in and sniff around, and hear that Charles cannot manipulate animals. Next is another wise deleted moment as we see Erik force a victim to stab themselves in the stomach, and the scene lingers much too long here too. The seventh scene is an extended version of Emma's mind revealing to Charles that Shaw plans to take over the world. It's unnecessary and shows a corny shot of Shaw sitting behind the president's desk. Next is an extended version of Charles training Havoc. It fit better in the movie as a montage moment. Next is an extended version of Banshee's training and then another scene where we see Havoc getting suited up for training. Then there's another extended scene where Banshee is putting the winged suit on and hops out the window. We see more dialog and the aftermath of him falling in the bushes. Lastly, there's an extended scene of Hank and Raven looking at her blood under a microscope where Hank tries to kiss her but she leaves and then a brief shot of Charles and Moira kissing on a couch.

Overall, the special speatures are pretty solid and thorough and fans of the franchise should not be disappointed. After a second viewing, I was reminded that this still is a pretty rough PG-13 film as some of the violence does push the envelope some. So do keep that in mind before you rent X-Men: First Class.