Well, this is embarrassing. I purposefully avoided X-Men: First Class for a variety of reasons I hope I’ve explained in past X-reviews. Come to find out, not only is it better than it has any right to be, not only is it easily the best X-Men movie of the series…for me, it’s also the best superhero movie of Summer 2011.

But after eleven years and four increasingly crappy movies, can you blame me for being skittish? No. Of course you can’t. Even the so-called “good” X-movies are lousy with basic plot and story problems everyone ignored at the time because we were too busy being happy they existed in the first place. Along comes First Class, a film that feels like its makers kept one eye on a gargantuan check-list of those problems…and the other on the clock. It still has the multitudinous problems of a Superhero Team Movie, and especially a superhero Team Movie made by Fox, but unlike every other superhero movie of Summer 2011, First Class feels like an actual film.

Let me explain. Thor and Captain America were transparent feature-length commercials for The Avengers. Green Lantern was a crappy remake of a much-better animated film that was only two years old at the time anyway. Contrast First Class, which tells a coherent story with a beginning, middle and end that all manage to exceed expectations. I know: isn’t that what every good movie’s supposed to do? Yes…but if it were easy, everyone would do it.

First Class begins with the same forty second trip to the concentration camps Bryan Singer used to open his X-Men movie. Afterward, we cut to stately Xavier Manor in upstate New York. There, the Xavier family’s young scion, Charles, discovers a shape-shifting homeless girl rooting through his ‘fridge in the middle of the night. Being psychic, he sees through her disguise (as his mom – rather obvious choice…but she’s young; she’ll learn) and into the persecuted-but-otherwise good person underneath, named Raven. He basically adopts Raven in a Victor Frankenstein/Elizabeth Lavenza type deal that (given what we learn later in the film) Charles probably backed up with a few implanted mental suggestions. “Oh, her? Why yes, mother, we adopted her. Don’t you remember…? No? Well, how about now?”

Back to the camps. Where, unlike Singer, who had twenty-eight scripts worth of material to squeeze into one film, director Matthew Vaughn actually sticks around long enough for us to meet the young Erik Lenscher in earnest. Erik’s ability to manipulate magnetic fields peaks the interest of Nazi science adviser Klaus Schmidt (Kevin Bacon), who provides Erik’s with a Defining Element of Tragedy by killing Erik’s mom right in front of him. This proves Erik’s powers are tied to anger and other socially-inappropriate emotions. Schmidt’s overjoyed at this discovery in his own, Kevin Bacon-y way…never suspecting he’s just created his own Frankenstein monster.

Twenty years and one jump-cut later, it’s 1962. Charles Xavier is a young, hotshot Oxford professor (now played by the downright prepubescent-looking James McAvoy) with wide-eyed, naive dreams about using his job title to pick up chicks in bars…oh, and peacefully integrating mutants into human society. Erik Lehnsherr (now played by Michael Fassbender) is a one-man Mossad hit-squad with a trail of dead ex-Nazi’s in his wake and an eternal quest for his old war-time “mentor,” Herr Schmidt.

Schmidt’s rechristened himself “Sebastian Shaw” since escaping Europe and gotten a new gig as the Las Vegas-based owner of The Hellfire Club. But there’s more than standard-issue Hugh Hefner envy going on here, as CIA Agent Moira MacTaggert (Rose Byrne) soon learns. On top of his own mutant ability to absorb kinetic energy (and project it back), Shaw’s gathered a small band of powerful mutants to his cause, including reduced-to-one-note-henchmen versions of the teleporter Azazel (Jason Flemying, under a ton of make-up) and the diamond-skinned psychic Emma Frost (January Jones).

What cause? Why…World Domination, of course. All Shaw has to do is trick the U.S. and Soviet Union into full-scale thermonuclear war. This, as any student of history will tell you, was an absurdly easy proposition which almost came true several times over during the actual Cold War…accidentally. No supervillains required. Yeah. Let that thought wake you up screaming sometime. The “MAD” in that TV show Mad Men (starring apparently-hot actress January Jones) should stand for Mutually Assured Destruction. And if it doesn’t then I’m even happier I don’t watch TV anymore.

So, on top of being your typical superhero movie – by which I mean, “the softest kind of ‘soft’ science fiction” – First Class is also an Alternate History tale. The Cuban Missile crisis of this universe had nothing to do with the incipient, imperialist paranoia or a pigheaded, nuclear dick-waving contest. No. It was all Kevin Bacon’s fault! We should’ve suspected it from the start!

With her bosses at the CIA unwilling to accept reports of teleporting devil men and underwear models who can cut glass with their fingers, Agent Moira seeks out the one academic young and idiotic enough to publicly spout off about human mutation’s superpower-granting potential: Charles Xavier. Ol’ Chuck’s first meeting at Spook Central doesn’t go so well…but Xavier doesn’t exactly make it easy on himself. You don’t start rattling off the contents of a spook’s head, especially not when you’re inside their fortress. And Raven…damnit, Chuck, I know you two are BFFs and all that…but if anything’s going to scare the American spook community more than a psychic, it’ll be a shapeshifter.

Our Heroes are saved from spending the rest of their lives in a dank hole by the so-criminally-underused-his-character-isn’t-even-named Oliver Platt, who sets them up at a derelict facility out in the Virginia (?) countryside. Xavier’s first mission (an attempt to break-up the Hellfire Club on their yacht) fails. But that failure allows Charles and Moira to encounter and recruit a young Holocaust survivor with the power to manipulate magnetism and a major hate-on for Herr Shaw.

Thus is born a bromance for the ages, the movie’s dramatic pivot point. Others are introduced as Charles and Erik’s recruiting efforts ramp up, but they’re little more than distractions. My one complaint with First Class is the same complaint I have about any Team-based superhero movie that tries to do a World in Peril story and four major character arcs in ninety minutes or less: all but one of them (the Charles and Erik Show) feel rushed and half-heartedly realized.

You could throw that critique at any of the X-movies…something I’ll continue to do until someone starts listening. The X-Cast is too unwieldy for anything other than serialized narrative forms…like monthly comics. Or weekly TV shows. Good movies (no matter how Epic), if they even want to try being “good,” focus on a central relationship, subordinating others to The Main Conflict. In the best of all possible worlds, these subordinate conflicts becoming thematic reflections of the Main.

Some of that goes on here, because Matthew Vaughn and Jane Goldman are great people, with a Good Nerd’s understanding of the material they’re working with and the goals they’re working toward. Vaughn was one of the many, many people supposed to direct X-Men: The Last Stand after Bryan Singer’s untimely departure…only bowing out after Fox refused to compromise their unreasonable scheduling demands. Apparently X-Men movies have to come out by Memorial Day no matter how shitty the end results might be.

This time, post-Kick-Ass, Vaughn accepted the inherent challenge, probably saving this film from completely sucking in the process. See, Fox is contractually obligated to make an X-Men movie every couple of years or the rights to make further X-Men movies will automatically revert back to Marvel. This is an incredibly stupid deal, negotiated during the comic book company’s Famine Years of the late-1990s. Since then, Marvel’s reconsidered its previous “sell the movie rights to our characters off piecemeal to coke-addled idiots who can’t see past the next fiscal quarter” policy. Not that there aren’t plenty of those inside The House That Stan and Jack Built…but as of 2011, all of their major characters exist under the same movie studio’s umbrella.

Except for the X-Men (and Spider-Man, but we’ve discussed Mr. Parker elsewhere)…one of Marvel’s largest and most-marketable sets of characters. Aware of this, Fox planned to mine an entire series’ of prequels back in the mid-2000s. Hence the cumbersome title of X-Men Origins: Wolverine, which I’ll continue to acronymize as X-MO:W. I can remember the rumors flying hot and heavy throughout Spring ’09. We were told, if Wolverine hit it big, to look for a Mutant Pride parade’s worth of Origin films, detailed the backstories of everyone from Rogue (X-MO:R) to Storm (X-MO:S) to, of course, Magneto (X-MO:M).

You can still see pieces of X-MO:M floating around in First Class. That’s why The Charles and Erik Show takes center stage. That’s why everyone else gets shafted…especially Mystique. She – strong reoccurring antagonist though she may be – gets reduced to Charlie’s friend-who-happens-to-be-a-girl. And her arc’s reduced to a Quest for One Good Lay. She ends up turning evil because Erik’s the only one man enough to admit scaly blue chicks might be hot…especially with the contrast of that red hair…and those creepy, yellow cat-eyes.

Then again, I’m down here in 2012, with an Internet’s worth of sexy cosplayer photos to back up that contention. The characters of First Class are trapped in the early-60s, when shacking up with someone of a different skin color still counted as a felony offense in several states. Jennifer (Winter’s Bone) Lawrence acts the hell out of her role, easily matching McVoy and Fassbender when it comes to creating a nuanced character out of thin air and a thinner script. And despite her disappearing for most of the middle act (when the movie’s busy introducing all the other proto-X-Men) Lawrence has a leg up on her fellow second stringers: her character is actually in this movie.

Not so with Dr. Hank McCoy (Nicholas Hoult, who looks so much like Cillian Murphy I kept waiting for him to ask someone “Would you like to see my mask?”) Sean Cassidy (Caleb Landry Jones, whose been in absolutely nothing of note), Armando Munoz (Edi Gathegi, last seen around here playing the Token Black Vampire in the first two Twilight movies), Alex Summers (Hannah Montana: The Movie survivor Lucas Till) and Angel Salvadore (Zoë Kravitz). Their characters are patently not in this movie. They appear and serve plot-specific functions, sure, but their arcs can’t hope to compete with The Charles and Erik Show.

Two characters (Banshee and Havok – the two characters most so-called “normal” people probably know the least about) make due with glorified training montages. Dr. McCoy’s transformation into his more familiar, bluer, hairier alter ego becomes our C-Story, rushed through (like most C stories) so the film can end with Beast somewhat resembling his Kelsey Grammer-self from X3. (Wouldn’t want to confuse the poor “normals” now, would we?) Angel turns evil so the airborne Banshee can have a dogfight with someone during the Climactic Battle. And the black guy dies.

Goddamnit, X-Men…out of all the cliches in Hollywood, you had to adhere to that one? Whoever made that decision, let them step forth so that I might serve them an extra-tall, piping hot mug of Fuck You. You couldn’t think up another Defining Element of Tragedy for this team? Some other way to let them all know Kevin Bacon and his Club are super-serial?

The answer’s “No” because there are still too many characters in this movie. If we didn’t kill some of them off the Climactic Battle might get even more crowded, the A and B Stories would certainly be more diluted, and then we’d be right back where we started, watching a haphazard, overstuffed, mediocre X-Men movie. Like Bryan Singer’s.

Still, I feel I should emphasize this is the best X-Men movie of the series. For all its missteps, it gets so much right that I can’t do anything other than recommend it. Michael Fassbender is excellent as the young Magneto, a vengeance-driven anti-hero on a path to becoming what he hates. McAvoy is exactly the kind of naive idealist who would coach a team of super-teenagers and try to lead an anti-hero off the path of destruction. And this is just a personal thing but…after four films, it’s nice to see Professor X lead from the front for a change. No disrespect to Patrick Stewart: it’s not his fault his character got shafted four times over. As emotional cores go, these two are white dwarf star matter. They have too many good scenes together (and separately) to list individually. You’ll have to watch the movie.

Because you should. It’s a slightly above-average movie that manages to blow the X-Men curve right off the grid. It’s early-60s setting allows it to have more style and verve than any superhero movie this side of…Kick-Ass, really. The symbolism is appropriate, the dialogue is lively, and the special effects are finished…except for Emma’s diamond skin, which could’ve used a few more textures.

Overall, its positives outweigh its negative so heavily the total package left me wanting more. The Climactic Battle’s the best we’ve seen since X2, and its lack of Wolverine makes me automatically place it above its predecessor. Encourage people to make more of these, however you can. If we don’t, you know they’ll just get lazy and go back to making crap again. Should this franchise follow previous reboot trends, we can regard this as X-Men Begins. Here’s hoping Vaughn and Co. use this as their springboard to create the X-Men‘s own Dark Knight.