X-Men: First Class (2011)

 ●  English ● 2 hrs 11 mins

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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.
See Storyline (May Contain Spoilers)

Cast: James McAvoy, Jennifer Lawrence, Laurence Belcher, Michael Fassbender

Crew: Matthew Vaughn (Director), John Mathieson (Director of Photography), Henry Jackman (Music Director)

Rating: A (India)

Genres: Action, Adventure, Fantasy, Sci-Fi

Release Dates: 10 Jun 2011 (India)

Tagline: Witness the beginning.

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Did you know? Morgan Lily, who played the 9-year-old Mystique, wore a slip-on bodysuit and facial appliances which only took one hour and a half to apply, as subjecting a child actor to the extensive make-up was impractical. Read More
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Story Writer

Camera and Electrical

Director of Photography


Music Director


Sound Effects Editor
Sound Re-recording Mixer
Sound Editor


Casting Director

Costume and Wardrobe

Costume Designer


Makeup and Hair

Special Effects Makeup Artist
Assistant Makeup Artist


Stunt Coordinator
Film Type:
Colour Info:
Sound Mix:
Datasat Digital Sound, Dolby, Dolby Digital
Frame Rate:
24 fps
Aspect Ratio:
2.39:1 (Scope)
Witness the beginning.
Their powers would make them different. But destiny would make them allies.
The story begins
Witness the origin
Before he was Professor X, he was Charles. Before he was Magneto, he was Erik. Before they were enemies, they were allies.
Movie Connection(s):
Follows: X-Men Origins: Wolverine (English)
Followed by: X-Men Apocalypse (English)
Followed by: X-Men: Days of Future Past (English)
Followed by: The Wolverine (English)
Follows: X-Men: The Last Stand (English)
Follows: X-Men 2 (English)
Follows: X-Men (English)
Reference: X-Men 2 (English)
Reference: Spider-Man (English)
Reference: Alexander Nevsky (Russian)
Revealing Mistakes
When Magneto pulls out the submarine, he uses his right hand to hold on to the Jet and left hand to lift the submarine. But in the subsequent shot when Beast moves the jet towards the beach, Magneto is shown on the other side, with the holding and pulling actions swapped.

Revealing Mistakes
In the establishing scene outside the secluded Russian manor house an ostensibly Russian military helicopter lands, clearly displaying its UK Civilian Register mark of G-CHOP. The aircraft is a licence built Westland AB-47G.

Revealing Mistakes
When Emma is going to get ice, Azazel's tail is clearly missing as he helps pull the sub's ladder down.

Revealing Mistakes
When the young Raven is in her true form, the seams of her costume are clearly visible.

Factual Mistake
The Soviet naval ships are shown flying a red flag with a large yellow sickle and hammer in the center. The Soviet naval jack was red with a white cross on the diagonal as well as from the center, a blue diagonal cross was superimposed on the flag with a small white sickle and hammer in the center.

Factual Mistake
There is a scene of a military parade on Red Square in Moscow. The parades there are held on May 9th (a WWII Victory Day). At some years there were parades for an Anniversary of the Socialist Revolution on November 7th. The movie is set immediately prior to the Cuban Missile Crisis, which was in October. Also the snow in Moscow would be very unusual for this time of the year.

Factual Mistake
When the Soviet and the American fleets fire their missiles toward the island, between the missiles fired by the soviets there is the "S-125M (SA-N-1) SAM" which is a surface to air missile designed to shoot down airplanes and it has no ability to be launched toward land targets.

Factual Mistake
During the standoff between Soviet and US warships both side are flying "Jack" flags from the bows - warships do not fly these whilst underway.

Factual Mistake
Spelling/grammar during the Russian translation of Shaw's dialog. It says "Now they have their missles places in Turkey...", which should say "missiles" and "placed". They also, misspell missiles twice more.

Factual Mistake
The General in the War Room mistakenly calls upon the mobilization of the 7th Fleet to intercept Soviet ships bound for Cuba. It was the US 2nd Fleet that intercepted the Soviet ships during the Cuban Missile Crisis. The 7th Fleet is and has always been, based in the Pacific (currently stationed out of Yokosuka, Japan).

Factual Mistake
When Emma Frost cuts the glass of the interrogation room, she taps it towards the outside, yet it clearly falls inside the room.

Errors in Geography
Magneto finds out that Sebastian Shaw is hiding in Argentina, in "Villa Gesell". When the scene takes place there the camera shows a view of mountains and snow. Actually "Villa Gesell" is a town on the beach in Argentina (no mountains there). The image shown on the picture looks like Bariloche, which is in the mountains and has a large German community.

Errors in Geography
In the map of the USSR shown as the General speaks after the Las Vegas scene, Kiev is shown near the border of Poland. It's not; it's hundreds of miles farther east.

Errors in Geography
When Colonel Hendry meets Sebastian Shaw on his yacht, they are supposed to be in Miami. In one of the wide angle shots, you can see a long suspension bridge in the background. There are no suspension bridges in Miami. It appears to be the bridge near Jekyll Island, GA.

When Banshee jumps out of the X-Jet he does not have his wings attached to his suit, but they appear when he starts gliding over the water, but disappear again when he is in the water.

The U.S. battleship at Cuba changes its hull number intermittently between 61 and 62.

At Charles' mansion, Raven/Mystique is lifting weights with both knees bent. Erik/Magneto walks in, holds the weights in the air and talks to Raven. As the camera goes back and forth between Raven and Erik, her leg is shown in an up position then laying flat on the bench without her having moved.

Before Shaw and his men attack the CIA HQ, Sean is shown eating an Oreo, but when Hank gets up to close the curtains, his hand is on his knee, with no Oreo visible. When the scene flips from the window back to the four mutants, he has the Oreo in his hand again.

When Erik first attempts to turn the radio telescope, he bends forward in exhaustion, causing his hair to become a bit messy. In the immediate next shot, his hair is perfectly combed.

At the cantina, while Erik is drinking his beer at the same time with the two former Nazi officers exchanging deadly looks, the amount of beer in the glass of the officer standing in front of Erik changes when the camera angle changes. Seems like a mistake done during the editing of the scenes.

When Magneto is lifting the submarine, he appears to be searching for it with his hand. In this scene, we can see that his hand is dirty and smudged with black. In the close-up shot of his had as he is lifting the submarine, his hand is more or less clean.

In the bar in Argentina, the barman pours Young Magneto a glass of Bitburger. As he removes it from the tap, the beer is still very frothy but as he hands it to Magneto, the head has completely settled.

When a young Erik gets angry and starts destroying the lab room through the glass in Shaw's office, you see the metal table with the one large, central, cylindrical leg, moved, flipped over and flung twice.

Character Error
During the negotiations with the Russian General, Sebastian Shaw points to Iran on the map when actually he is speaking about Turkey.

Audio/Video Mismatch
In the submarine, when Emma Frost asks Azazel if there is anything around he replies it is all clear on radar and sonar. A sonar ping is heard in the background with a distinct echo indicating a contact about four to five hundred yards away.
The film takes place in 1944 and from September to November 1962.

This is the only film in the X-Men film series that Patrick Stewart does not appear as Charles Xavier in a main or cameo role.

To prepare for his role as Charles Xavier, James McAvoy shaved his head... and learned that the filmmakers wanted Xavier to have a full head of hair in the prequel. Throughout the first month of filming McAvoy had to wear hair extensions. He will shave his head for the upcoming X-Men: Apocalypse.

Although they barely interact during this movie (and in fact are antagonists through most of it), according to the comics canon, Azazel and Mystique eventually have a child together, Kurt Wagner/Nightcrawler (who was played by Alan Cumming in X-Men 2 (2003)).

The filmmakers had only two choices for the role of Sebastian Shaw: Colin Firth and Kevin Bacon. They decided to go with Bacon as he was American and seemed more menacing than Firth. Matthew Vaughn would later cast Firth in another comic-book based film, Kingsman: The Secret Service (2014).

During the Cerebro sequence, one of the mutants to be seen is Cyclops as a young boy playing with a glove and baseball, noticeable by his sunglasses, and the other being Storm, most noticeable by her haircut.

Caleb Landry Jones auditioned for the film without knowing what X-Men character he was up for, saying he auditioned because it was the film that fit his biotype: "I've got red hair and freckles, I'm not gonna be Batman, Robin or Spider-Man."

A telepathic battle between Professor X and Emma Frost was going to be in the film, but upon the release of Inception (2010) the concept was scrapped.

To prepare for his role as Erik Lensherr, Michael Fassbender studied Sir Ian McKellen's performance as Lensherr in the previous X-Films, but also looked through the comics as he decided to make his own version of Magneto: "You want to respect what someone else has done, especially because the fan base really liked what Ian 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."

Bryan Singer, who directed X-Men (2000) and X-Men 2 (2003), was approached to direct this film in October 2009, but in March 2010 declined due to his commitment to Jack the Giant Slayer (2013) and was replaced with Matthew Vaughn in May 2010. Singer however stayed on as producer.

To prepare for his role as Beast, Nicholas Hoult studied Kelsey Grammer's performance as Beast in X-Men: The Last Stand (2006) and Grammar's early series Frasier (1993); he also underwent training in athletics, weightlifting and boxing.

The uniforms the X-Men wear are colored blue and yellow, in homage to the original blue/yellow suits the X-Men wore in the comics from 1963 (their debut) until (original artist and co-creator) Jack Kirby's departure from the book. After several costume changes throughout the years, the costumes used in X-Men (2000) inspired new black leather uniforms seen in the Grant Morrison written 2001 New X-Men comic).

During the American/Soviet standoff, the Soviet captain refers to the man behind him as "zampolit", which is inaccurately (but not completely incorrectly) translated in the subtitles as "comrade." A Zampolit is a political officer responsible for political education and enforcing Party loyalty (in this case, on a ship), and is capable of countermanding the orders of the officer he's attached to, if they conflict with Party doctrine. The fact that it's actually the Zampolit that fires the missile to destroy the freighter is a sly bit of irony on the part of the film producers.

Ludger Pistor and Wilfried Hochholdinger portray Nazi soldiers which Michael Fassbender's character confronts in the bar scene. Pistor and Hochholdinger also played Nazis in Inglourious Basterds (2009), and Fassbender played an Allied soldier.

When Prof Charles Xavier makes his presentation on human genetic mutation at the CIA HQ, the graphic origin of the X-Men logo can be seen in the left hand image of his final side projection. It is an X-ray crystallography image of the DNA molecule, of the kind created by Dr Rosalind Franklin, which aided Dr Francis Crick and Dr James Watson in discovering the double helix shape of DNA on 28 February 1953, for which they were awarded the 1962 Nobel prize for Physiology or Medicine.

In addition to his comic book persona, the character of Sebastian Shaw (Kevin Bacon) takes on qualities of Nazi scientist Josef Mengele. Mengle is noted for his eugenic experimentation and torture often with children, to whom he would offer candy to gain their trust.

One line was changed in the famous John F. Kennedy speech of Oct 22, 1962. The changed line was voiced by Jim Meskimen. The original line was "It shall be the policy of this nation, to regard any nuclear missile, launched from Cuba against any nation in the western hemisphere, as an attack by the Soviet Union on the United States." In the film the line goes: "..to regard any nuclear missile crossing the embargo line that now surrounds Cuba, as an attack by the Soviet Union..."

Matthew Vaughn instructed the cast to do away with all accents in their performances. James McAvoy had planned to copy Patrick Stewart's voice (since McAvoy was going to play a younger version of Stewart's Xavier), but Vaughn quashed it; Vaughn also told Rose Byrne that Moira MacTaggart would not have her trademark Scottish accent in the film (to the Scottish McAvoy's mild disappointment).

Azazel is the modern Hebrew word for "hell", which corresponds with the character's devilish nature.

The set for Xavier's mansion was also used in a TV series called Hex (2004), which also starred Michael Fassbender, who played a character named "Azazeal" which is much like the teleporting mutant named "Azazel".

According to visual effects supervisor John Dykstra, the biggest problem was with depicting Emma Frost's diamond body "without looking like she was made of Jell-o or the polygon model of a human being". The morphed Frost was rotomated into January Jones in the live-action plates, while still retaining the actress' eyes and lips. As the character kept on going in and out of her diamond form, a motion capture tracking suit could not be employed, so the effects team used a jumpsuit covered in mirrors.

Michael Fassbender and James McAvoy's first appearance together since Band of Brothers (2001).

Charles Xavier makes two mentions about going bald/shaving his head. In later life, of course, Charles Xavier is completely bald.

This was Álex González's first English film. He enjoyed playing a villain as most of his film roles in Spain were for "good guys".

The cities of 1960s Washington and Moscow were created based on photographs of the actual cities; the Russian one in particular had its vehicles and military hardware based on videos of a 1962 Red Square, and a digital army doing an actual Soviet-style march.

Tahyna Tozzi was considered to reprise her role as Emma Frost from X-Men Origins: Wolverine (2009).

Although he is never named in the film, Oliver Platt's character is probably meant to be FBI Agent Fred Duncan from the early X-Men comics.

This is only the second time in a Marvel film since X-Men 2 (2003) where Stan Lee has not had a cameo appearance.

The film was originally to be a prequel about Magneto. Screenwriter Sheldon Turner wrote a treatment which he described as "X-Men (2000) meets The Pianist (2002)": the story focused on Magneto's early years as a prisoner of war in a Nazi concentration camp, until liberation by a squad of Allied Forces led by Charles Xavier. They later meet after the war and become friends, and later become rivals. The studio decided to change the film's direction to the early years of the X-Men, but incorporated aspects of Turner's script into the film.

The filmmakers hired an "X-Men" specialist to help the cast understand their roles.

When Charles Xavier is first brought to the CIA for a meeting, the agent that Mystique impersonates is the father of William Stryker, a villain played by Brian Cox in _X2 (2003)_ and Danny Huston in X-Men Origins: Wolverine (2009).

Though ostensibly a prequel to the entire "X-Men" film franchise, this movie deliberately ignores continuity points of X-Men: The Last Stand (2006) and X-Men Origins: Wolverine (2009). Matthew Vaughn explained his intention was to "make a good film that could stand on its own two feet regardless of all the other films" and also that could "reboot and start a whole new X-Men franchise". Writer Jane Goldman looked at the film as an "alternate history" for the X-Men - though a reboot, the writers did not want to go fully "against the canon of the X-Men trilogy", citing the various approaches the comic had in over fifty years of publication.

Matthew Vaughn wanted the film to resemble the productions of the 1960s, with "very traditional framing, and camera movement when it needs to move, not just throwing it around and whizz-bang", and using the anamorphic format "to create a widescreen experience, is emblematic of '60s movies". The director had to hire five cinematographers - with sole credit being given to John Mathieson, who came halfway through the shoot and did half of the film - and four assistant directors to successfully convey the look he wanted for the film.

Director Matthew Vaughn cited the first two X-Films, Batman Begins (2005), Star Trek (1966) and the 1960s Bond films as major influences on this film.

Moira MacTaggert uses the call-sign "X-ray Bravo Seven Zero" to identify the X-Men plane. This was the military designation (XB-70) of an experimental nuclear bomber developed in the 1950s, of which two prototypes were built. It was known for its striking, radical design and Mach 3+ speed. The XB-70 was designated "Valkyrie" and was a very sleek, elegant aircraft. Of the two prototypes the first one USAF s/n 62-0001 flew until 1969, when it was placed in the Museum of the United States Air Force at Dayton, Ohio, where it resides today. The second prototype, USAF s/n 62-0207, crashed in June 1966 after a mid air collision. The aircraft the X-Men use more closely resembles an SR-71 Blackbird.

Morgan Lily, who played the 9-year-old Mystique, wore a slip-on bodysuit and facial appliances which only took one hour and a half to apply, as subjecting a child actor to the extensive make-up was impractical.

Stan Lee does not make a cameo in this film. He was unable to participate, because "they shot it too far away".

Bryan Cranston turned down the role of Sebastian Shaw to be in Drive (2011).

Jason Flemyng didn't want any more make-up heavy roles after playing Calibos in Clash of the Titans (2010), but made an exception for Azazel as he liked working with Matthew Vaughn.

In April 2006 Zak Penn was hired to write and direct this film; he was going to make a prequel about Magneto, in a vein similar to X-Men Origins: Wolverine (2009). However, the filmmakers decided to shift the focus from the early years of one mutant to those of the X-Men. Penn found this approach more interesting than what he'd come up with and so stepped down with his blessing.

Matthew Vaughn considered his friend Dexter Fletcher for the part of the Man in Black, but the studio felt the cast had too many British actors.

Rebecca Romijn admitted that she wanted to say Hugh Jackman's one line in the film.

The group of mutants gathered by the CIA in this film serve as a catalyst for the formation of the X-Men which consists of Charles Xavier, Erik Lehnsherr (Magneto), Hank McCoy (Beast), Raven Darkholme (Mystique), Alex Summers (Havok), Sean Cassidy (Banshee) and Armando Muñoz (Darwin). In the comics, the original group of X-Men students consisted of Hank McCoy (Beast), Jean Grey, Scott Summers (Cyclops), Bobby Drake (Iceman), and Warren Worthington III (Angel) - all mentored under Professor Charles Xavier (Professor X).

This is the only film in the X-Men feature film series in which Patrick Stewart does not appear.

Composer Henry Jackman based his score on composer John Barry's work on the 007 films.

Jason Flemyng spent eight weeks with fight training, particularly with swords, and had to undergo a four-hour make-up process, which like Mystique was designed by Spectral Motion-but did not include Azazel's tail, which was computer-generated.

Nicholas Hoult (Hank McCoy/Beast) and Caleb Landry Jones (Sean Cassidy/Banshee) were both born on December 7, 1989.

Taylor Lautner was considered to play Hank McCoy (aka Beast) but dropped out due to scheduling conflicts. Nicholas Hoult was later cast.

Josh Schwartz wrote an early version of the screenplay, but once Bryan Singer became attached, Schwartz's script was ditched as Singer wanted to take the story in a different direction. Jamie Moss was subsequently hired to write a new draft.

The visual effects of Banshee's screams was done through a digital ring-like structure based on renderings of sound waves like Schlieren photography.

Matthew Vaughn was originally hired to direct X-Men: The Last Stand (2006), but left citing pressure from the studio to finish the film within too short a time. He was approached again for this movie and accepted, being an X-Men fan with a desire to direct an X-men movie, even though it meant he had even less time to finish the movie than with X-Men: The Last Stand.

Rose Byrne was cast late in production, which had already begun by the time she was picked for the role.