[[quoteright:300:http://static.tvtropes.org/pmwiki/pub/images/xmen_first_class_6834.png]]

->''[[{{Tagline}} "Their powers would make them different. But destiny would make them allies."]]''

'''''X-Men: First Class''''' is the [[Film/XMenOriginsWolverine second]] {{prequel}} in the ''Film/{{X-Men}}'' series set in [[TheSixties 1962]] [[AlternateHistory during the]] [[ColdWar Cuban Missile Crisis]].

Before the mind-reading Charles Xavier (Creator/JamesMcAvoy) was known as Professor X, he lived a privileged existence as a young brilliant Oxford graduate specialising in genetics, living with his shapeshifting adoptive sister Raven (Creator/JenniferLawrence). Before he took the name {{Magneto}}, the metal-controlling Erik Lehnsherr (Creator/MichaelFassbender) was a vengeful young Holocaust survivor bent on hunting down the depraved Nazi doctor who experimented on him and murdered his mother in the concentration camp in 1944, Dr Klaus Schmidt.

The year is now 1962, and CIA agent Moira [=MacTaggert=] (Rose Byrne) finds that Schmidt, now going by the name Sebastian Shaw (Creator/KevinBacon), is working alongside mutants in a conspiracy involving the highest levels of the American and Russian governments; when she enlists Charles to help her in hunting down Shaw, Charles and Erik are unexpectedly drawn together. As they become close friends, the two of them work together to build a team of mutants (some familiar, some new) to stop Shaw and avert the greatest threat to humanity the world has ever known. In the process, a rift between them opens, which begins the eternal war between Magneto's Brotherhood and Professor X's X-Men.

Inspired to some degree by the ''"X-Men: First Class"'' comic book series (though [[SuggestedBy by no means a faithful adaptation]]), this film also incorporates elements of the [[WhatCouldHaveBeen originally planned]] but now scrapped film ''X-Men Origins: Magneto'' [[note]]though director Matthew Vaughn and producer/writer BryanSinger deny that the script for ''Magneto'' had anything to do with this, which means Magneto was always part of this film's script; in that case, scrapping that film probably made sense, as it would have been a bit redundant[[/note]].

Interestingly, this is also the first film in the series to [[SubvertedTrope not]] [[WolverinePublicity feature]] {{ComicBook/Wolverine}} (aside from a very amusing 20-second {{cameo}}) even though FOX would soon follow up with 2013's ''Film/TheWolverine''.

Followed by ''Film/XMenDaysOfFuturePast''.

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!!This film provides examples of:

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[[folder: A-L]]
* ActionFilmQuietDramaScene: The many quiet talks between Charles and Erik about the latter's past and potentials as well as their differing views on human-mutant relations clinch how tragic their fall-out and eventual parting is.
* AdaptationalAttractiveness:
** Professor X in the comics was never depicted being gorgeous like Creator/JamesMcAvoy.
** In the comics, Sebastian Shaw, is [[http://marvel.wikia.com/File:SHAW.jpg a thuggish-looking, middle-aged businessman]] with a heavy build best described as "gorilla-like". In this film, he's played by Creator/KevinBacon.
** The comic book version of [[http://images.wikia.com/marveldatabase/images/a/a6/Janos_Quested_(Earth-616)_001.jpg Riptide]] is nowhere near as good-looking as the [[http://images4.fanpop.com/image/photos/23500000/Riptide-x-men-first-class-23542290-700-464.jpg movie version]].
** In the comics, Darwin had bulging eyes, slits for a nose, and reptilian grey skin. In the movie, he looks like a normal human. [[http://media.egotvonline.com/wp-content/uploads/2011/06/x-men-first-class-darwin-Edi-Gathegi.jpg?41ed4f Compare the two]].
* AdaptationalVillainy: Angel Salvadore is a member of the X-Men and NewWarriors in the comics, but is depicted as a [[FaceHeelTurn traitor and member of the Hellfire Club]].
* AdaptationDyeJob:
** In the comics, Magneto has been shown to have had white hair for the vast majority of his adult life, presumably as a side-effect of his mutation. He has [[TallDarkAndHandsome dark brown hair]] as a younger man in this movie.
** Professor X in the comics was blond before he lost his hair, but his movie counterpart is a brunet.
* AdaptedOut:
** In the comic books, Magneto had an infant daughter named Anya, whose death was a major contributing factor to his fall from grace. Both Anya and her mother, Magda, are omitted from this movie, which instead [[spoiler:presents a missile attack from the U.S. government as the final reason Magneto turns to villainy.]]
** In the comics, Professor Xavier was crippled by an alien named Lucifer. In this movie, [[spoiler:he's accidentally crippled by Magneto]].
* AdaptiveAbility: Darwin's ability involves his body making whatever changes necessary to keep him from dying in whatever environment he's in, such as growing gills while underwater.
* {{Adorkable}}:
** Charles Xavier was a cute geek in his childhood, as demonstrated by the framed pictures of his favourite scientists next to his bed. As an adult, he uses his nerdy knowledge to woo girls at bars.
** Hank [=McCoy=]. Soft spoken, stutters, asks Raven out on the pretext of getting a blood sample and then ''apologizes for being forward''.
** The Man in Black. His face lights up when he sees proof of mutant-kind.
* AdultFear: The movie runs on it.
** The Holocaust. The death of a parent, and the medicalized torture of an innocent child. All within the first 20 minutes. Then, for Erik, knowing that the people that killed your family and ''millions'' of others will go free unless you personally devote your life to hunting them down.
** [[invoked]][[spoiler:A bit of a foregone conclusion, but Charles and Erik's "beach divorce," even though it's [[HoYay only a metaphorical divorce]], (figurative) children having to decide which parent they're siding with in said metaphorical divorce, having a loved one be permanently disabled because of something '''you''' did.]]
** The fear that no one will [[PassFail love you as you really are]]... or even that [[HumansAreTheRealMonsters your entire race/ethnic group will be systematically hunted to extinction]] '''''[[NeverBeHurtAgain again]]'''''.
** For both Charles and Erik, seeing the friend that you loved like a brother become your enemy.
* TheAgeless:
** [[BigBad Sebastian Shaw]], whose energy-absorbing powers keep him young... somehow.
** Also Raven Darkholme to a point, who ages at a very slow rate due to the ability of her cells to alter their function, which makes more sense than Shaw's immortality in the framework of the established rules of the universe.
** Logan already being roughly 130 years old in 1962, and only appearing around thirty-five, when a young Charles Xavier and Erik Lehnsherr attempt to recruit him in a bar. ''Forty years'' before he ends up actually joining the X-Men.
* AgentMulder: The Man in Black always believed in the existence of mutants and feels vindicated when Xavier reveals himself.
* AllOfTheOtherReindeer:
** Angel's motivation for joining Shaw.
-->'''Angel''': We don't belong here. And that's nothing to be ashamed of.
** Implied with Hank, and subverted in his relationship with Alex Summers, who bullies [=McCoy=] despite both being super-powered. Hank has a visible mutation while Alex doesn't.
* AllYourBaseAreBelongToUs: The group move into Xavier's mansion when their previous HQ, a CIA compound, is attacked and destroyed by the Hellfire Club.
* AlmostKiss: Between Hank and Raven. [[MomentKiller Erik walks in and kills the mood]].
* AlternateCharacterInterpretation. InUniverse. Charles tries to raise Hank's spirits by talking about ''TheStrangeCaseOfDrJekyllAndMrHyde''. As Charles sees it, the serum didn't divide Jekyll into "good" and "evil," but more "civilized" and "animal," with the "animal" Hyde being Jekyll with confidence and free of inhibitions. Thus Hank shouldn't worry about being a bad guy, but should instead just embrace his newfound self-assurance and freedom. In the novel, Hyde revolts everyone who sees him (not because he's physically ugly--he isn't--but because people can sense something terribly ''wrong'' with him), and amongst other things, tramples a child and later beats an old man to death in a rage. Moreover, neither Jekyll nor Hyde display any remorse, and are only worried about being caught... yeah, stick to the hard sciences, Chuck.
* AlternateHistory: What the ending seems to imply. [[spoiler: The Americans and Soviets drop the Cold War to wage war against mutants.]]
** Possibly an emergency truce in the face of a common enemy.
*** ''Film/XMenDaysOfFuturePast'' seems to {{Retcon}} this bit, implying that the government covered up what happened to avoid alarming the public. [[spoiler: The Cold War still proceeds as it did in real life]].
* AmnesiaMissedASpot: [[spoiler:At the end, Xavier wipes Moira's memory to keep the mutants safe from the [=CIA=]. All Moira remembers is a few glimpses of leaves and Xavier kissing her.]]
* AnachronismStew:
** The film is set during the [[ColdWar Cuban Missile Crisis]], but characters gleefully walk around in modern haircuts while warships (some of which weren't active in 1962) fire Tomahawk cruise missiles at them.
** In a slightly more minor example, Shaw/Schmidt plays ''La Vie en rose'' by Édith Piaf in the concentration camp in 1944, despite the song not being written until 1945 or released as a single until 1947.
** Also, despite taking place in the early '60s, nobody ever comments on Angel's or Darwin's race.
* AnchorsAway: Erik uses a telekinetically-controlled anchor to wreck Shaw's yacht.
* AndIMustScream: The death of [[spoiler:Sebastian Shaw. He's held immobile while a coin is pushed slowly through his skull. Xavier, who's psychically linked to Shaw in order to hold him immobile, does the screaming instead.]]
* AntiHero:
** Erik is an UnscrupulousHero [[spoiler:before JumpingOffTheSlipperySlope and becoming a full-fledged VillainProtagonist.]]
** Mystique is a ClassicalAntiHero.
* AntiVillain: Magneto and Mystique become this at the end.
* ApeShallNeverKillApe: Sebastian Shaw lightly scolds Emma, after she punts Erik off their yacht, that, "We don't hurt our own kind." [[spoiler:Later, however, he kills Darwin, and his team later go all-out to hurt/kill the X-Men; and of course, he beats up Erik on the sub, while trying to convince him to change sides.]].
* ApocalypseHow: Class 3a. Sebastian Shaw plans a species extinction (humans die in a nuclear holocaust, mutants inherit the Earth).
* ArgentinaIsNaziland: Erik chases a Nazi to Villa Gesell, a city in Argentina. In the movie, it's [[TheMountainsOfIllinois an area of mountains and lakes]], but the real Villa Gesell is a beach city, former hippie paradise.
** And the barman used [[AsLongAsItSoundsForeign Mexican slang]].
* ArtisticLicenseBiology: Okay, this is an X-Men movie, but still. The other films or the comics mostly feature semi-coherent fictional theories that only serve to justify the plot. That one contains totally wrong information, exposited as real science by Charles Xavier, [=PhD=].
** It has no meaning whatsoever to say of two contemporary species that one is "more evolved." If they live at the same time, they are exactly as much evolved.
* ArtisticLicenseGeography: There's a scene where Erik kills some bad guys that supposedly takes place in the Argentinian city of Villa Gesell. The establishing shot shows snowy mountains and a beautiful lake surrounded by hills; the only problem is, although you can find a lot of cities that look like that in the southern part of the country, the real Villa Gesell is a beach city located nowhere near that area. The shot resembles the Argentinian city of Villa ''La Angostura'' where, according to legend, some Nazis hid away after World War II with the help of President Perón. So the mistake wasn't THAT big, but it was extremely hilarious for the Argentinian public.
* ArtisticLicensePhysics: Before Banshee's first flight attempt, you have Dr. [=McCoy=], allegedly a scientist, telling Banshee, "We need the sound waves to be supersonic!" Right, you need them to be faster than the speed sound... travels... at... huh? To be fair, he probably meant "ultrasonic" (i.e. above the range audible to humans).
* AssholeVictim:
** Honestly, who felt sorry for those [[spoiler: two SS escapees in Argentina]]?
** Sebastian Shaw when [[spoiler:he's killed by Magneto near the end.]] Considering in his first scene he had murdered Erik's mother right in front of the boy's eyes, it's highly doubtful anybody in the audience really feels any sympathy for him. Charles on the other hand, who was telepathically with Shaw [[spoiler:and felt all the pain of his death]], is someone to feel sorry for.
** Also, most of the CIA Agents. A couple of them walk by the mutant's room, saying "I didn't know the circus was in town!" Then, seconds later, they all get dropped from the sky. One of them is even begging to live, telling Shaw where they are, only to then get killed.
* AttackPatternAlpha
* {{Badass}}:
** Surprisingly, Charles Xavier is quite the Badass. He essentially [[spoiler:stops the Third World War on his own with some quick thinking and telepathy, blowing up the ship carrying the Russian nukes through one of the Russian generals.]] And then, once the real battle begins, he [[spoiler: holds a teleathic link in order to immobilise the bad guy while Magneto pushes a coin through the same bad guy's skull. Charles feels everything.]]
** The rest of the cast gets their own moments of badassery as well. Erik spends the whole first act [[spoiler:hunting down and wiping out former Nazis]], Beast is just plain cool, Darwin shows no hesitation in taking a proactive role and even trying to take on Shaw. Banshee goes from scaring fish to helping avert nuclear disaster.
** Moira [=MacTaggert=] fearlessly heads into the Hellfire Club and suits up with the rest of Division X to fight Shaw.
** Even the bad guy and his goons are badass in this film. Azazel takes out [[spoiler:virtually every guard in a secret CIA complex on his own in various awesome ways]]. Riptide acts as Shaw's primary muscle and intimidation tactic. Considering he can make tornadoes, he's like a ''Storm Lite''. Sebastian Shaw is [[spoiler:virtually immortal and likes to show this off, Guy takes a missile to the face and doesn't even blink.]] Needless to say, this makes him badass in the extreme.
* BadassBookworm:
** Dr. Charles Xavier is an Oxford graduate with a doctorate in genetics.
** Dr. Hank [=McCoy=] earned his [=PhD=] (presumably in engineering and a biology-related field) from Harvard at the age of 15.
* BadassInANiceSuit: Sebastian Shaw, as well as his goons Azazel and Riptide.
* BeenThereShapedHistory: Mutants both caused and averted the Cuban Missile Crisis.
* BeethovenWasAnAlienSpy: The film reveals that Professor X and Magneto brought a peaceful end to the Cuban Missile Crisis, which was actually a plot by the megalomaniacal Sebastian Shaw to start WorldWarIII.
* BeingTorturedMakesYouEvil: This sums up Erik Lehnsherr's (who later becomes Magneto) backstory. The torture he endured involved a lot of "anger and pain," a room full of creepy sharp instruments, and there was a flash of something akin to sadistic dentistry, but it's the emotional torment that seems to have broken him.
* BerserkButton:
** For Hank [=McCoy=], it's taunting his looks when he's in his Beast form.
** Telling Magneto that men were [[http://www.youtube.com/watch?v=YH_VtXj6c2o&feature=related "Just following orders."]] sends him into a murderous rage.
* BettyAndVeronica:
** While Raven [[UnluckyChildhoodFriend may]] or [[LikeBrotherAndSister may not]] have feelings for Charles, her attention soon turns to sensible Hank (who prefers her human form) and enigmatic Erik (who prefers her mutant form).
** And on the Charles' part, he seems to have a choice between Raven (in human form) and Moira. Note that Raven, who is the Veronica, is his childhood friend, which is normally a Betty characteristic.
* BewareTheSuperman: The film ends by putting the world into such a setting. Up to then mutantkind is a very unnoticed breed but when [[spoiler:the whole thing is blown wide open due to Magneto's actions against the fleets of ships at the climax]], the world now knows of and to hate and fear mutants.
* BigBrotherInstinct:
** Charles had this for Raven, being very concerned for hiding her mutant form in public and telling her directly that he didn't want anything to happen to her. However, his relationship with his adoptive sister [[{{Deconstruction}} deconstructs]] this phenomenon because it caused him to become [[MyBelovedSmother overprotective]] to the point where he denied her the chance to embrace her true appearance and be proud of what she was, as well as caused him to [[ObliviousToLove ignore her very obvious crush on him]]. This in turn made Raven turn to Erik as a mentor/love interest and eventually join him in his cause against humanity.
** Darwin develops this for the younger mutant recruits, especially when Shaw attacked the CIA base. Unfortunately, [[spoiler:this only gets him killed by Shaw when he tries to protect Angel from him.]]
** By the time of the Cuban Missile Crisis, Erik had already begun to view Charles as a brother figure. When the Blackbird spiraled out of control, Magneto used his body to shield Xavier from injury, and he [[spoiler:''immediately'' halted his attack on the American and Soviet naval forces when Charles was shot.]]
* BigDamnHeroes: A MomentOfAwesome: the boat just has a few meters left to go before total war between USA and USSR, and then the X-Men jet appears.
* BigFancyHouse: When the team first arrives at Charles' residence, Erik, Sean, Alex, Moira and Hank have to tilt their head back a little to stare at the impressively large Xavier mansion, which practically looks like a small castle. It's even sarcastically lampshaded by Erik: "[[SarcasmMode Charles, I don't know how you survived, living in such hardship.]]"
* BigGood: Charles Xavier is the leader of the heroic team that eventually defeats the BigBad.
* BigNo:
** When young Erik wrecks Schmidt's lab in the beginning of the film in anger and grief over the murder of his mother, he lets out an extremely long "Nein."
** Also, Xavier shouts this when [[spoiler:Magneto pushes the coin through Sebastian Shaw's forehead]] and just before he tackles Magneto to the ground to try to stop him from [[spoiler:committing mass murder against the American and Soviet fleets]].
* BilingualBonus: The Soviet Captain refers to an officer on the bridge as "''zampolit''", which is translated as comrade. The enthusiasm at which the crew later drag him off to the brig becomes understandable if one knows that ''zampolit'' is how [[ThePoliticalOfficer Soviet political officers]] were addressed.
* BirdsOfAFeather: Initially between [[IJustWantToBeNormal Hank and Mystique]] before the latter begins to accept her real appearance.
* BlackDudeDiesFirst: [[spoiler:Darwin, the only Black mutant/character, is killed after only a few minutes onscreen, before the major battle, and other than the head villain of the film, he is the only mutant protagonist or antagonist to die. [[UselessUsefulSpell His power to adapt to anything to survive really helped him.]]]]
** Doubles as [[FridgeBrilliance Fridge Brilliance]] from a writing standpoint, because the rest of the characters are shown having to learn to use their powers. Just instinctively adapting to survive is nothing you can learn. The lesson is that you can't live without hard work.
* BlatantLies: Raven claims that her eye colour change at the pub was an accident, but Charles knows that she did it on purpose, and the audience understands that Raven's motivation for the "slip-up" was jealousy towards Amy.
* BloodlessCarnage: There was no blood when Shaw shot Erik's mother. [[spoiler: Azazel's massacre of the CIA agents, Shaw's death and Charles getting shot]] also had either minimal blood or none at all.
* BodyHorror:
** Hank [=McCoy=]'s transformation sequence, the process was depicted as rather painful and horrific, bones, muscles and skin shifting and stretching while fur aggressively sprouted along his body.
** The death of [[spoiler:Darwin.]]
** Inverted with Mystique as a major part of her character arc involves her coming to accept her natural appearance.
* BonusMaterial: Not many fans are aware that there are two rare featurettes which were only included on a very limited number of Blu-Rays: [[https://vimeo.com/31634170 "Extraordinary Abilities"]] and [[https://vimeo.com/31634488 "Magneto the Survivor"]]. (The password to view both videos is xmfc.)
* [[BrainyBrunette Brainy Brunet]]: Exactly as it says on the tin for Charles Xavier and Hank [=McCoy=].
* BreakTheCutie:
** Charles Xavier. When the movie starts, he's a friendly, happy-go-lucky, idealistic Oxford grad whose only interests are protecting his adoptive sister, drinking yards of beer and picking up coeds. His initial reaction to meeting other mutants is a puppyish eagerness to find others like him, as well as a gung-ho enthusiasm to [[TheyFightCrime work with a superhuman team to fight evil.]] During the climax, [[spoiler:he gets smacked around in a variety of ways, including telepathically experiencing Shaw's gruesome death at Magneto's hands, getting shot in the spine, and having the US government, his best friend, and his sister all turn against him. By the end of the movie, [[HumansAreBastards his government is trying to hunt him down]], his [[FaceHeelTurn best friend is preparing for a war against humans]], and he's crippled for life in a wheelchair.]] We know from future installments that he never quite abandons his ideals, but he's frighteningly subdued and obviously much more cautious about who knows his secrets.
** Hank [=McCoy=] starts off as the {{Adorkable}} love interest for Raven. He then undergoes a KarmicTransformation [[spoiler:after telling Raven that society would never accept them for the way they really looked.]]
** Raven Darkholme starts off as an innocent WomanChild who [[spoiler:turns into a villain by the end, after being harshly rejected by her love interest Hank and being repulsed by humanity's intolerance and by Charles' ideals]].
** Erik Lehnsherr as a child in the early scenes, where he is subjected to the harsh treatment of the concentration camps and is forced to watch his mother die simply because he couldn't move a coin in time.
* BroadStrokes: The filmmakers have outright said that they're giving story a much higher priority than continuity.
* BrokenAesop: It's a movie, in part, about defying prejudice and embracing the differences between people, but in the end, all the non-white characters (those who aren't dead, anyway) and women still end up with the "bad guy", and the "good guys" are all white men. You can take it as a deliberate way of introducing moral ambiguity between the Brotherhood and the X-Men--prior movies, particularly ''X-Men 2'', also showed the Brotherhood as encouraging mutants to embrace their abilities, while Xavier taught them to conceal their abilities to be accepted by the world.
* CaliforniaDoubling: Englefield House in Reading, UK serves as the exterior for the Xavier mansion. The small island near Cuba is actually Georgia's Jekyll Island with some palm trees.
* CallForward: See [[CallForward/XMenFirstClass this page]] for more information.
* TheCameo:
** [[spoiler:Wolverine, and given that PG-13 movies have [[PrecisionFStrike only one "fuck" to use]], the writers definitely chose the perfect scene to take advantage of it.]]
** Also Rebecca Romijn, the original Mystique, [[spoiler:who briefly appears when Raven takes on a more mature appearance in order to try and seduce Magento]].
** A blink-and-you'll-miss-it case: One of the mutants shown during the first test run of Cerebro appears to be a very young {{Storm}}, and another looks like Comicbook/{{Cyclops}}.
* CareBearStare: Xavier uses his telepathy to help Erik recall a happy memory from long ago in order to unlock the full potential of his powers.
* CatchAndReturn: Magneto catches and then reverses a barrage of missiles. Sebastian Shaw's ability to absorb and release energy is also a form of this.
* ChainedToABed: Emma Frost, chained by the bed's ''metal railings''. No points for guessing who did it and how.
* TheCharmer: Charles Xavier uses his bubbly exuberance and [[PowerPerversionPotential his powers to pick up women in bars on campus.]]
* ChekhovsGun:
** The coin that [[spoiler:Schmidt/Shaw]] gives to Erik, which Magneto later [[spoiler:forces through Shaw's head]].
*** Also foreshadowed when Erik [[spoiler:impales a drawing of Shaw's head with it earlier in the film]].
** Shaw calling Azazel by his name is used later on when Mystique impersonates him and stops Azazel from killing Beast. Shaw calling Azazel by his name during the attack on the base is the only reason Mystique knows his name.
* ChekhovsLecture: Xavier reading from the thesis on the Cro-Magnons wiping out the Neanderthals. Erik cites it when the US and Soviet fleets turn on them.
* ChekhovsSkill: Almost doubles as FridgeBrilliance:
-->[''Erik asks Charles to help him train by shooting him point-blank'']\\
'''Erik:''' You know I can deflect it!
* ChessMotifs: Charles and Erik are seen playing chess a few times. The one move that is actually shown is Erik taking Charles' Queen with his King. The chess game is almost directly followed by scenes showing that Erik is able to understand Raven and consider her natural blue state beautiful while Charles is not. At the end of the movie Raven, Charles adoptive sister and closest ally, leaves Charles side and joins Erik in his anti-human agenda. Oddly enough, the villains of this movie are the Hellfire Club, which used chess pieces as rank names, but this isn't addressed in the movie.
* ChestBlaster: Havok’s suit is designed to focus his energy and discharge it from a device in his chest.
* ChickMagnet: Charles has the attention of Amy (the blond woman with heterochromia--see the FunnyBackgroundEvent entry), Raven (who has a crush on him) and Moira (there is a deleted scene where she and Charles are making out after drinking too much champagne).
* ChivalrousPervert:
** Charles Xavier boldly hits on co-eds.
** Sean Cassidy is introduced flirting with a girl, who seems to find him comical more than anything else. He's also very appreciative of Angel.
* ChummyCommies: The film depicts USSR and USA as NotSoDifferent, since both are being fooled by BigBad Sebastian Shaw and both believe they're being threatened by the other. Also, even if Azazel, the only (supposedly) Communist mutant is an evil henchman, he's more on PragmaticVillainy and is definitively better than Shaw.
* CIAEvilFBIGood: The CIA isn't exactly evil, although most of its members certainly acted like {{Jerkass}}es.
* CodeName: The ridiculous codenames given to the characters which have nothing to do with anonymity (as demonstrated by them using them for each other in the most mundane of situations) are explained as a result of precedent established by teenagers in over their heads in the CIA.
* ColdWar: The film is set during the Cuban Missile Crisis and the plot revolves around the Crisis being caused and then defused by mutants.
* ComicBookMoviesDontUseCodenames: Codenames are something of a plot point; it's shown that the concept of a "true name" began with Xavier's eponymous "first class." However, it's originally used in playful jest and doesn't become serious until Magneto insists upon being called by that name at the very end of the film.
** The name "Professor X" is only used twice in both this movie and [[Film/XMen the series]], and Xavier brushes it off.
** Hank does eventually use the name "Beast" towards the end of the movie.
** Darwin is actually a nickname which happens to fit his powers, and his real name (Armando) is never referenced.
** It gets a bit tricky with Angel; in the comics, her code name is Tempest, and Angel is her real name, but in this movie she explicitly states that Angel is a stage name.
* ComicBookTime:
** The film is definitely marketed as a prequel to the original ''Film/{{X-Men}}'' trilogy, but the timeline used in the film is very wonky. ''First Class'' takes place in 1962, which would put Xavier and Magneto in their 70s in the first movie (Creator/PatrickStewart was only 60 when the first film was released, and Creator/IanMckellen was around the same age). It's best not to think about Beast's age, either.
** In addition, in the first film Xavier states that he was seventeen when he first met Magneto, but here he's clearly shown to have been alive in 1944, ''eighteen'' years before the two first meet.
* ComingOutStory: Charles accidentally outs Hank as a mutant.
-->'''Charles:''' Why didn't you say? [[OhCrap ... Because you don't know.]] I am so, so terribly sorry.
-->'''Hank:''' [[DoesThisRemindYouOfAnything You didn't ask, so I didn't tell.]]
* ComplimentBackfire: Erik tries to compliment Hank's Beast form, but Hank takes it as sarcasm. Erik is remarkably understanding about the mistake.
* CompositeCharacter: Sebastian Shaw mixes character traits associated with the comics version of that character (a wealthy DiabolicalMastermind with EnergyAbsorption powers) with those associated with fellow X-villain Mr. Sinister (a [[TheAgeless seemingly-immortal]] EvilutionaryBiologist who experimented on {{Magneto}} in a Nazi concentration camp and believes that mutants are the key to [[TakeOverTheWorld world conquest]]).
* ContinuityCameo: Mystique tries to seduce Magneto. He tells her, "Maybe in a few years." She then shapeshifts to Rebecca Romijn, who plays her in [[Film/XMen1 the]] [[Film/X2XMenUnited original]] [[Film/XMenTheLastStand trilogy]].
* ContinuityDrift:
** Dr. Hank [=McCoy=] makes his first appearance in a background cameo in ''Film/X2XMenUnited'', where he's a human-looking scientist being interviewed on a news program. When he appears in ''Film/XMenTheLastStand'', though, he's a politician with a spot in the United States Presidential Cabinet, and he appears in his classic blue-furred simian mutant form. But then this movie reveals that he was one of Professor Xavier's original X-Men, shows that he's had blue fur since his early 20's, when one of his experiments went awry and accelerated his mutation.
*** In an AuthorsSavingThrow, ''Film/XMenDaysOfFuturePast'' reveals [[spoiler:that Hank developed a serum that let him pass for human for short periods. It also clarifies the true nature of his close relationship with Charles Xavier, establishing that he was the only one of Xavier's original students that stayed behind when Xavier shut the school down during the Vietnam War.]]
** A flashback at the beginning of ''Film/XMenTheLastStand'' (which likely takes place in the late 1970's or early 1980's) shows Professor Xavier walking upright, and clearly still allies with Erik Lehnsherr. This movie reveals that [[spoiler:Lehnsherr was responsible for paralyzing Xavier in 1962, and that their friendship ended immediately after.]]
** Dr. Moira [=MacTaggert=] is first introduced in a brief cameo in ''Film/XMenTheLastStand'', where she's a British scientist who has apparently been friendly with Charles Xavier for years. But in this film, which takes place about 40 years before the rest of the series, she's an American CIA agent who [[spoiler: has her memories of Xavier erased at the end of the movie]].
** ''Film/XMen1'' states that Magneto built his psychic-proof helmet around the time that Senator Kelly's Mutant Registration Act led him to ramp up the Brotherhood's terrorist campaign, since he knew that Xavier was tracking him. This movie establishes that he's had his helmet since the 1960s, and that he originally stole it from Sebastian Shaw.
** ''Film/XMenOriginsWolverine'' features a brief appearance by Kayla Silver Fox's sister: a blonde-haired woman who's clearly intended to be Emma Frost (she has Emma's ability to turn her body into organic diamond, and [[AllThereInTheScript is listed as "Emma" in the final credits]]). This film explicitly introduces Emma Frost as a major character--who's around the same age as the character in ''Origins'' (even though the two films take place 15 years apart), has psychic powers that were never mentioned in ''Origins'', and never gives any indication that she's related to Kayla Silver Fox.
** Despite both being major characters with top billing, Professor Xavier and Mystique never seem to directly interact with each other in the original trilogy, and they never give any indication that they have a history... which is odd, since this movie reveals that Mystique is Xavier's adoptive sister, and that Xavier has known her even longer than he's known Erik Lehnsherr.
* ContinuityNod: The first scene with Erik in the camp is mostly identical to the first scene of ''Film/XMen1'', even down to some of the shots.
* ContinuitySnarl: The movie steps on the toes of almost all the previous movies (Matthew Vaughn admitted that it's an UltimateUniverse).
** Xavier has his spinal injury much younger than he apparently did in either ''Film/XMenOriginsWolverine'' or ''Film/XMenTheLastStand'', and Magneto has his break with Xavier in the 60s before most of the characters from the other movies are even born, despite the scene in ''The Last Stand'' of him visiting young Jean Grey along with an noticeably elderly and mobile Xavier (not to mention Xavier getting his injury still with hair, while all his previous younger appearances had him bald and mobile).
** Xavier also initially gets Cerebro from the CIA and Beast rather than building it himself with Magneto, though that Cerebro is destroyed in Shaw's attack on the CIA, and a new one located at the mansion would have been needed anyway. [[note]] It is possible the two could have, at least temporarily, resolved their differences long enough to build Cerebro in the mansion together. This could also explain why they're still somewhat chummy at the opening of ''X3''.[[/note]]
** Magneto obtains the helmet from Shaw and Xavier is fully aware of how it blocks telepathy; in ''Film/XMen1'', Xavier is shocked at Magneto's helmet being able to block his telepathy.
** And regarding the Cerebro montage, Cyclops is a teenager in ''Film/XMenOriginsWolverine'' and in his late 30s/early 40s in the original trilogy, which, if one does the math, would put him at infancy or at most, toddler age in the early 1960s, not the pre-teen (with an approximately 20 years old brother) we see playing ball. Ditto for the girl made to resemble Storm, who looks like she's a teenager in this film.
** [[spoiler:Charles and Erik briefly have a run-in with Wolverine, despite the original movie seeming to depict them meeting him for the very first time in the 2000's. Wolverine not remembering them is explained away by his memory loss at the end of ''Film/XMenOriginsWolverine'' but it still creates the question of why neither Charles nor Magneto remember ''him'' or explain that they've met before. However, they only met for about five seconds, and they didn't even look him directly in the eye, so after twenty years it makes sense they would have trouble remembering him.]]
** There is ''one'' thing that inexplicably matches up, however; if Banshee was a teenager in the mid-sixties, it makes sense that Siryn, who is canonically his daughter, appears in the original trilogy.
** To say nothing of Emma Frost, who has a fairly significant role in ''Film/XMenOriginsWolverine'' as a teenager, is now an adult a good thirty years earlier, in a completely different role, with additional powers, playing for the opposite side. Suffice to say that Xavier makes no comment about the resemblance when he sees her in ''X-Men Origins: Wolverine''. [[note]]Emma in ''Origins'' was later retconned by the time of ''First Class''' release via WordOfGod to be a separate character with some similar powers. It’s likely Xavier, once he saw her powers, made note of a resemblance, but similar powers in different mutants is not unheard of.[[/note]]
** In ''Film/XMen1'', Professor X claims he and Magneto first met when the former was 17. This film has their first meeting in 1962, but prior to this shows a younger Charles Xavier aged around eleven alive and well in 1944.
** Hank [=McCoy=] becomes Beast in this film, but is shown on a television screen (in human form) in ''Film/X2XMenUnited'', talking to Sebastian Shaw, [[spoiler:who should be dead.]]
** The discovery of the mutant gene is new (and eventually leads to America and Russia uniting to kill mutants) in 1962 in this film, but Congress is surprised and shocked by the existence of mutants in the "present day" of ''Film/XMen1'', which happens 40 years later.
** In this movie, it is established that Mystique and Prof. X grew up together. Seems odd that she would be so casual about attempting to kill him in ''Film/XMen1'' and at no point did Charles express any real knowledge of her outside of being Magneto's lackey.
** Matthew Vaughn, director of the movie, stated he tried to fit with only the trilogy instead of ''Film/XMenOriginsWolverine''. Too bad Fox and the makers of said movie's Blu-Ray didn't listen, and the Cerebro bonus feature profiling most mutants try to put all 5 films in the same timeline (as mentioned above, [[http://media.comicbookmovie.com/images/users/uploads/35849/2011-09-08_2335.png Emma Frost]] is the most senseless).
** Vaughn also failed to make Beast fit into the continuity of the original trilogy. In order to make the ages work, Beast would have had to be 60 or so years old during the events of ''Film/XMenTheLastStand'' (Creator/KelseyGrammer was 51 during filming); meanwhile, ''Film/X2XMenUnited'' Hank looks much younger.
** ''Film/DaysOfFuturePast'' eventually solves the problem by providing a CosmicRetcon that explicitly [[spoiler: removes ''The Last Stand'' from continuity, and possibly all others than First Class]]. WordOfGod is that ''Origins: Wolverine'' is also officially CanonDiscontinuity since there is simply no way to fit it into the continuity of the prequels.
* ContrivedCoincidence:
** Raven, one mutant, just so happened to break into the house of Charles, another mutant, to steal food. What are the odds?
** Schmidt/Shaw working with the Nazis to perform genetic experiments upon prisoners makes sense. But what are the odds he'd be in the very same prison camp as a young Erik, looking out his window at the very moment that Erik's power just happen to manifest?
* CoolBoat: Sebastian Shaw's submarine is pretty normal on the outside, but on the inside it's very cool looking. And we're not even going into [[spoiler: the nuclear device he's hiding in the room full of mirrors]].
** Also it gets [[spoiler: lifted out of the water by Magneto]], so that's cool.
* CooldownHug: Charles Xavier does this to Erik Lehnsherr to save his life when the latter almost drowns himself trying to lift Shaw's sub for the first time. Also comes with liberal applications of telepathic persuasion since they are both under water at the time.
* CoolGun:
** Moira [=MacTaggert=] uses a Walther PPK as her sidearm.
** An [=M1911A1=] is featured prominently in a scene in which Magneto asks Xavier to shoot him in the head, as he can stop the bullet before it hits him.
* CoolPlane: The Blackbird, of course.
* CountingToThree: Having witnessed his metal-bending powers in moments of stress, [[MadDoctor Dr Klaus Schmidt]] calmly informs Erik Lehnsherr that he's going to shoot his mother at the count of three unless he moves a coin. Only a child at the time, Erik fails to do so and his mother gets shot. As an adult Erik hunts down Dr. Schmidt, now the BigBad of the movie, Sebastian Shaw. Erik announces that he's going to move the coin (which he's kept all these years) on the count of three. [[spoiler:He then uses his powers to [[KarmicDeath slowly push it through Shaw's head and out the other side]].]]
* CradlingYourKill: An interesting variation of this, which is more like [[spoiler:"Cradling Your Cripple," happens when Charles Xavier receives his spinal injury. Moira [=MacTaggert=] tried to shoot Magneto after his FaceHeelTurn and he ends up deflecting one of the bullets into Charles, hitting him in the lower back. Erik Lehnsherr runs over and cradles him in his lap until he realises that Charles isn't likely to die. Magneto and his new minions are long gone before Charles voices that he can't feel his legs.]]
* CreateYourOwnVillain: Played with. It's the BigBad who creates the villain, not TheHero. {{Lampshaded}} [[spoiler:in Shaw's final monologue, and in Erik's references to himself as Frankenstein's monster.]]
* CrucifiedHeroShot: Inverted. [[spoiler: This happens twice (once to Emma Frost and again with Sebastian Shaw) and neither of them are heroes.]]
* CunningLinguist: Erik is fluent in German, English, French and Spanish. This is consistent with the comics, where he has been shown speaking French, and knowing Spanish isn't much of a stretch for someone like him.
* CurbStompBattle:
** Shaw and his cronies' first attack on the CIA facility--[[spoiler:the entire staff of the base is killed, almost entirely by Azazel repeating the [[TeleFrag same brutal tactic]], one by one, on each human at the base, with no way to stop him until all are dead]].
** [[spoiler: Riptide is immediately taken down by Havok when the two teams fight, and is subsequently buried under a wall of metal by Magneto.]]
** Sebastian Shaw casually sends Erik Lehnsherr flying across the room several times by [[FingerpokeOfDoom merely tapping him]]. In desperation, Erik tries to use metal to restrain Shaw, but Shaw casually tears through it and pins him against a wall. Erik only wins because Shaw stops to give him a WeCanRuleTogether speech. Erik then takes the opportunity to knock away Shaw's helmet, allowing Charles Xavier to paralyze Shaw with his mental abilities.
* CuteMonsterGirl: Mystique as a little girl when Charles first meets her.
* DareToBeBadass: Charles Xavier, one by one takes his [[RagtagBunchOfMisfits motley crew of mutants]] and gets them to [[TakeALevelInBadass reach their true potential]], none more memorable than Erik Lehnsherr. He literally dares him to use his powers to turn a giant satellite dish located at least a mile away. Especially poignant because Erik up to that point was impressed with his own ability to deflect bullets and control smaller metal objects. He ''never'' considered doing anything greater than that until Charles suggested it.
* DarkerAndEdgier: The movie beats ''Film/X2XMenUnited'' to the title of the most dramatic, heart-wrenching, and pessimistic in the series.
* DartboardOfHate: Erik Lehnsherr, as an adult, is looking at a map containing pictures, he then toys with the concentration-camp coin from his childhood, and then magnetically tosses it right at a picture of Dr. Klaus Schmidt, hitting it cleanly through. [[spoiler:This also serves as foreshadowing, since in the end of the movie Erik kills Sebastian Shaw in the exact same way.]]
* DeadpanSnarker:
** Banshee does have some nifty lines.
-->'''Raven''': We should come up with secret codenames, we're secret agents now! I'll start, I'm gonna be Mystique.\\
'''Sean''': Damn! I wanted to be called Mystique!
** Erik upon seeing the mansion Charles grew up in.
-->'''Erik:''' Honestly Charles, I don't know how you survived living in such hardship.
** Havok.
* DeathByAdaptation: [[spoiler:Darwin and Sebastian Shaw]].
* DeathByIrony: [[spoiler:Sebastian Shaw. Magneto kills him to avenge his mother's death.]] This is made possible because [[spoiler:Magneto had taken Shaw's helmet that was manufactured to protect Shaw from telepaths like Charles Xavier. Ironically, this is what prevented Charles (who could not release the dangerous Shaw from his telepathic grasp) from stopping Shaw's death at the hands of the newly-helmeted Magneto.]]
* DeathByOriginStory: Erik's mother.
* DefenceMechanismSuperpower: Darwin's power is... pretty much this trope alone.
* DefiedTrope: JasonFlemyng pointed out in an interview that he tried to avoid the cliche shot of the villain looking over the shoulder at their tail, as it always looks like the villain has ''just'' realised they had a tail for the first time.
* DeliberateValuesDissonance: "This, gentlemen, is why the CIA is no place for a woman!"
* DescriptionPorn: Hank does this with Cerebro.
* DesignatedBullet: [[spoiler:Magneto killing Sebastian Shaw by telekinetically moving a Nazi coin through his head. The coin in this case was the first thing Shaw demanded Magneto to move with his powers when he was a young boy, because he couldn't Shaw killed his mother.]]
* DeusExitMachina: In all the ''[[Film/{{X-Men}} X-Men films]]'', Professor Xavier is conveniently done away with before he can just use his telepathy to shut down the mind of the BigBad (which he is more willing to do, unlike his comic book counterpart). This film approaches it differently; [[BigBad Sebastian Shaw]] has a telepathy-blocking helmet that protects him from Xavier from the start; at the climax, [[spoiler:Erik steals the helmet, Xavier freezes Shaw's mind, Erik kills Shaw and declares himself the BigBad. With Charles helpless to stop him, the two part ways to kick start the X-Men film franchise.]]
* DiabolicalMastermind: Sebastian Shaw, who (mutant powers aside) wouldn't be terribly out of place as a ''Film/JamesBond'' villain.
* DidntThinkThisThrough: Sebastian ''honestly'' believes that he can convince Erik to join him, despite being ''directly'' responsible for [[YouKilledMyFather the death of his mother]] and knowing that he has spent his entire life hunting him down. Magneto even lampshades it in the end, [[spoiler:stating that while he believes mutants ''are'' superior after all, there is absolutely no way he will ''ever'' forgive Shaw.]]
* DidTheyOrDidntThey: A Type 4 example happens between Magneto and Mystique, where the latter attempts to seduce the former, but is rejected until she turns into her true mutant form and they share an intimate moment and a kiss. The scene cuts to Mystique later appearing before Xavier in the kitchen, naked and without her robe, making it unclear if anything happened between them or not.
* DieOrFly: There are several examples. First, in a case of Die ''Then'' Fly, Dr. Schmidt threatens to shoot Erik Lehnsherr's mother unless he figures out how to use his power to move a coin. Erik is unable to do so until after Schmidt kills his mother, the pain of which triggers his abilities. Later, Erik [[SinkOrSwimMentor takes this approach]] during Banshee's flying attempts (though given that Banshee's costume contained metal, he could easily have caught him if it didn't work). Later, Alex Summers grasps his energy-blasting ability ''just as he needs to''.
* DirtyCommunists: Subverted. Although many ColdWar cliches are in place, Russians are not portrayed as intrinsically evil or [[TakeOverTheWorld bent on world domination]]. They plan to install their missiles in Cuba not as a part of some EvilPlan to destroy capitalism, but as a counterweight to US missiles in Turkey (not to mention that [[DivideAndConquer both countries are being bullied and manipulated]] by the Hellfire Club). And, most importantly, the final act shows that Soviet sailors are NotSoDifferent from their American counterparts.
* DirtyHarriet: In order to infiltrate a Hellfire Club private party, Moira [=MacTaggert=] strips down to her undergarments and pretends to be one of the call-girls. Done fairly well as it's shown that she's not all that comfortable with it and is ''acutely'' aware of how vulnerable she is.
* DisabledHottie: It's hinted that [[spoiler:Charles briefly had a romance with Moira after his spinal cord injury, but he is forced to end their relationship to protect himself and his students from the CIA]].
* DisappearedDad: Charles mentions a stepfather. In the comics, his biological father died when he was young.
* DisappointedInYou: Although this is true pretty much any time Xavier is unhappy with anyone in the ''Film/XMen'' films, this movie plays it the clearest: "I expect more from you."
* DisposableWoman: Erik's mother is murdered in front of him for the sole purpose of motivating him, and his search for revenge is a major element in his StartOfDarkness. Although in this case it’s actually a subversion, as the prologue to ''Film/XMen1'' had already implied that both of Erik's parents died in Auschwitz, so his mother, but not his father was upgraded from "Disposable Parent".
* DivideAndConquer: The Hellfire Club tries to do this by engineering the Cuban Missile Crisis.
* DontThinkFeel: A variation. Erik initially could only use his abilities by channeling his anger, until Xavier taught him how to control and vastly amplify them by reaching a state of TranquilFury, rather than let his rage consume him.
--> '''Xavier''': The point between [[UnstoppableRage rage]] and [[DissonantSerenity serenity]].
* DoomedByCanon: Charles Xavier, Magneto, Mystique, Beast, and Moira [=MacTaggert=] have to survive, and Magneto and Mystique [[FaceHeelTurn have to turn evil]], leave the X-Men and create the Brotherhood of Mutants. Xavier also has to become wheelchair bound (although he's also walking in ''Film/XMenOriginsWolverine'' and the flashback in ''Film/XMenTheLastStand'').
* DoubleEntendre: This line from Erik was referring to their mutant powers but could easily have another meaning as he and Charles were [[ItMakesSenseInContext in a strip club talking to a stripper.]]
-->'''Erik:''' We'll show you ours, if you show us yours.
* DoubleMeaningTitle: The subtitle specifically refers to Professor X's first group of students, but it can also mean that the young mutants excel at using their powers (as in "first in their class").
* DownerBeginning: The film starts in a concentration camp.
* DownerEnding: In so many ways. [[spoiler:Charles is crippled and weary, loses his love interest because [[LaserGuidedAmnesia he erases her memory]] in order to protect her, and also loses his friend, Erik, as he becomes Magneto. And his adoptive sister has run off with Magneto become a supervillain. Hank is left mutated from his failed serum and has lost Mystique as well after he rejected her true mutant form. Also, despite all their heroic efforts, [[CrapSackWorld the government is now hunting all mutants]].]]
* DramaticGunCock: This occurs when Erik asks Charles to shoot him in the head during their training session.
* DressingAsTheEnemy: Moira does a variation when she has to sneak into a strip club. In this case it's "undressing" like the enemy... much to her partner's surprise.
* DrinkOrder: It's subtle, but every time they're in a bar, Charles orders a cola, rather than alcohol, for Mystique, because [[FridgeBrilliance he doesn't want her]] [[GlamourFailure "slipping up"]] and exposing her true form.
* DroppedABridgeOnHim: Oliver Platt's unnamed character is introduced as being a potential "M" for Xavier's Bond, providing a facility, sponsoring the recruitment of the X-Men, protecting them from the rest of the CIA, and above all he comes across as sympathetic to the mutants. Then, not halfway through the film, [[spoiler:the base is attacked and Azazel drops the guy to his death from high in the sky, and that's the end of Mr. Platt's involvement in the film]].
* DrunkenMaster: Although Charles Xavier doesn't gain any abilities from becoming drunk, his inebriated state certainly doesn't hamper his telepathy either, given his meeting with Moira [=MacTaggert=] at a pub. Does seem to hamper his skill with pick-up lines, though.
* DullSurprise:
** "What the hell did you put in my drink."
** Also, [[EmotionlessGirl Emma Frost]].
* EarlyInstallmentWeirdness: Deliberately invoked in spirit, especially if you've seen the other X-men movies, which take place a generation or two later. Among others, there's Xavier acting at times like a cocky, womanizing ditz (compared to his ''much'' more subdued and mature persona later on) and Magneto not hesitating to use a gun if he likes to (whereas in the other films he sneers at firearms with disdain).
* EmotionalPowers: Erik Lehnsherr is originally only able to use his powers when extremely angry. The first two times, it involves maternal separation. However, he can't properly focus it until Charles coaches him to concentrate on happier emotions.
* EnemyMine: The ending implies that the Americans and Soviets had found a common enemy in the mutants.
* EpicFail:
** Banshee's first flight... is ''not''.
** After Erik has just stopped a missile strike from the US Navy, Xavier tries to get Erik to call off his counterattack by saying that "they were JustFollowingOrders!" He said that to a ''Holocaust survivor''. Magneto's face and [[TranquilFury quiet voice]] show everyone just how ''utterly'' Xavier has failed to convince him, before he returns the missiles to sender.
* EpicFlail: Erik tries to sink Shaw's ship with its own anchor.
* EqualOpportunityEvil: Sebastian Shaw's Hellfire Club is multiethnic, in contrast to the lily-white X-Men.
* EstablishingCharacterMoment:
** The Nazi scientist, Dr. Klaus Schmidt, tries to get the young Erik to use his powers to move a coin, first by using a chocolate bar and when that doesn't work... he then shoots Erik's mother in the face. And when the kid has a BSOD and tears the place up with his metal powers, the guy laughs with satisfaction. The funny thing is, the Nazi scientist persona was a cover for his true identity, but that moment told you precisely the kind of a son of a ''bitch'' from hell you were dealing with.
** The following scene shows an adult Erik sitting silently in a hotel room, fiddling with the same coin using his powers. He stares at a wall papered with pictures of notable Nazis, including a hand drawing of Dr. Schmidt. He looks at it for a moment before [[{{Foreshadowing}} spearing the picture of Schmidt with the coin]]. Everything we need to know about how this man becomes SelfDemonstrating/{{Magneto}} is right in that scene.
** When we first see Charles as a kid, the framed photos on his night table are of Charles Darwin, Hedy Lamarr (who was both a Hollywood sex symbol and the [[http://www.theguardian.com/theguardian/shortcuts/2011/dec/04/hedy-lamarr-wifi co-inventor of a radio-guided torpedo system]]) and Albert Einstein. He would later grow up to be a scientist with an appreciation for both brains and beauty.
** The first meeting between a young Charles Francis Xavier and Raven Darkholme. It established her isolation due to her appearance, and the fact that she is willing to latch on to anyone who accepts her, and it showed his kindness and delight at finding other people who were different.
* EvenBadMenLoveTheirMamas: Magneto is obsessed with taking revenge for his murdered mother. The whole "tortured in a Nazi concentration camp" thing didn't necessarily help either, though.
* EvenEvilHasLovedOnes: Erik grows to love Charles as a brother over the course of the movie, [[spoiler:but that doesn't stop him from betraying his best friend or abandoning him]].
* EvenTheGuysWantHim: Even though they've only known each other for a couple of days, the oh-so serious Erik Lehnsherr feels comfortable enough around the charming [[PrettyBoy Dr. Charles Xavier]] that he calls the telepath "adorable" when the latter tries the Cerebro machine for the first time. In the entire X-Men movie franchise, the dour Magneto never teases another male character for his cuteness, which goes to show how unique his affection for Professor X is.
* EvilCostumeSwitch: After completing his FaceHeelTurn, Magneto dons his iconic EvilOverlord costume that [[MythologyGag he wore in the first issues of the comic book]]. Also, Mystique performs an [[SensibleHeroesSkimpyVillains Evil Costume Ditch]] after siding with Magneto.
* EvilMentor: Sebastian Shaw towards Erik, who eventually took up Shaw's mutant supremacy ideology. A truly evil one at that, as Shaw killed his new student's mother in front of him to unleash the boy's powers and performed horrifying medical experiments on Erik.
* EvolutionaryLevels: All over the place, usually invoked by Shaw.
* ExplainingYourPowerToTheEnemy: Shaw's nice enough to explain his energy-absorbing powers to Colonel Hendry (and the audience), even noting how they make him ageless, [[spoiler: before promptly using them to turn Hendry into a human firecracker]].
* ExpositionOfImmortality: [[spoiler:There's Wolverine's cameo during the Xavier and Lehnsherr mutant recruitment montage; it's 1962, and Wolverine looks exactly like he has throughout the films.]]
* EyeScream: Azazel holds the point of his tail at a victim's eye.
* FaceHeelTurn:
** Angel joins the Hellfire Club when Shaw kills every human in the CIA building.
** Arguably Magneto counts, going from being a cynical AntiHero friend of Xavier's to a genocidal WellIntentionedExtremist who is Xavier's enemy.
** Raven starts off Xavier's friend and adoptive sister, ends up leaving to be with Magneto. Of course, she sees it differently.
* FakeDefector: Darwin does this to Sebastian Shaw's group of evil mutants as a ploy to give his teammate Havok a clear shot at Shaw's group (Darwin's own mutant ability will protect him from Havok's attack, and their friend but genuine traitor Angel, who wouldn't be safe otherwise). [[spoiler:[[BlackDudeDiesFirst It doesn't turn out so good for Darwin]] when Shaw's group survives unscathed due to Shaw's mutant ability allowing him to absorb Havok's attack.]]
* FakeOutOpening: The film begins at a Nazi Concentration camp in the 1940s, showing Magneto's childhood.
* FallenHero:
** Erik Lehnsherr gets a more heroic treatment than usual, making him more of this trope than of the typical AntiVillain fare.
** Same for Mystique (which is actually the reverse of the comics continuity in which Mystique begins as a murdering villain but later on becomes a hero and a member of the X-Men).
* FandomSpecificPlot: {{Fix Fic}}s that change the ending so that Xavier and Magneto never become estranged and/or Xavier is never paralyzed are ubiquitous in the fandom... Despite the fact that this in turn would cause the rest of the X-Men movies to have a TimeParadox.
* FanserviceExtra: In addition to ''every'' major female character showing some skin at one point or another, the other girls in the LingerieScene at the Hellfire Club.
* FantasticRacism: [[UpToEleven Taken to new heights]]; [[spoiler:Shaw wants to start a nuclear war that will wipe out humanity, while humans respond to knowledge of the mutants' existence and powers by trying to kill the people who just averted said war.]]
* TheFarmerAndTheViper: Charles Xavier believed that he could help the emotionally damaged Erik Lehnsherr find some measure of peace and happiness by offering the latter friendship and a home, but [[spoiler:Erik repays Charles' kindness with betrayal, abandonment, and a permanent (if accidental) spinal cord injury]].
* FauxAffablyEvil:
** Shaw is impeccably polite even when he's going to kill your mom. When he murders people who have slighted him, it's based more on principle than any outright anger.
** Erik is also depicted as being a "nice" guy throughout, even after he fully becomes Magneto.
* FemmeFatale: Emma Frost, who is then replaced by Angel. Mystique also [[StartOfDarkness starts to blossom into one]].
* FingerlessGloves: Charles sports a pair while in Russia. They're probably not helping him keep warm, but they look pretty damn cool.
* FingerPokeOfDoom:
** Sebastian Shaw has this as a ''secondary'' ability - he absorbs energy from any attacks, then releases it into anyone he likes with a slight touch. Usually with a kablooey. In his final fight, he knocks Magneto around the room several times by tapping him.
** Emma Frost in diamond form gains diamond-sharp fingers.
* FiveBadBand: The Hellfire Club:
** BigBad: Sebastian Shaw
** TheDragon: Emma Frost
** TheBrute / ThoseTwoBadGuys: Azazel and Riptide
** EvilGenius: Split among the members; Shaw has the big plans, Emma has the PsychicPowers and ability to influence people and Azazel is the most tactical in a fight.
** DarkChick: [[spoiler:Angel Salvadore]]
* FiveManBand: The original X-Men
** TheLeader: Professor X
** TheLancer: Magneto
** TheSmartGuy: Beast (who is also a GeniusBruiser)
** TheBigGuy: Havok, Banshee
** TheChick: Mystique
* FixFic: Already there are a vast number of fics where what is commonly referred to as 'the divorce' never happened, and Erik and Charles lived happily ever after. Many of these also retcon Charles into not having been paralysed. The fandom literally calls them Fix-Its and they can range from just reworking the beach scene so that the divorce never happens, to developing a completely alternate timeline that come about through what-if? situations.
* FlatCharacter: The Hellfire Club is very underdeveloped, Riptide having ''no'' lines at all and Azazel having next to none. Emma has the largest role aside from Shaw and gets some more development for it, but still lacks any sort of motive or backstory to speak up.
* FloatingHeadSyndrome: The film came under fire for its teaser posters featuring floating heads of James [=McAvoy=] and Michael Fassbender floating (right near the respective crotches) of a silhouette of Creator/PatrickStewart and Creator/IanMcKellen respectively.
* FoeRomanceSubtext: Erik with Charles, to the point where TelevisionWithoutPity gave them the "Best Couple" award. A bit of a variation on this trope in that they're actually ''friends'' despite their opposing goals and the subtext comes from the friendship rather than hostility.
* {{Foil}}: Shaw serves as one to Xavier. Both are doctors of genetics who are interested in maximizing Lehnsherr's potential, but whereas Shaw uses torture to uncover his raw power, Charles utilizes emotional intimacy to give Erik greater control. Erik grows to love Charles as a brother, but vehemently opposes the latter's peaceful approach to human-mutant relations. Magneto wholly embraces Shaw's mutant supremacist views, but loathes the man for murdering his mother.
* FollowTheLeader: This was the first film made after the Franchise/MarvelCinematicUniverse really began to take off (''Film/XMenOriginsWolverine'' was in pre-production beforehand) and it's closer to those films in tone and visual style than the other X-Men films.
* ForegoneConclusion: It's sadly given that despite Xavier and Magneto starting out as best friends, Magneto's inevitable FaceHeelTurn will result in them becoming the leaders of two opposing mutant factions. Eventually Mystique will make a FaceHeelTurn of her own and become Magneto's [[TheDragon Dragon]]. Beast's attempts to "cure" the physical appearance aspect of his mutation will not only fail, but will actually backfire, making his condition much worse.
* TheForeignSubtitle:
** In France, the subtitle translates to ''The Beginning'' (''Le commencement'').
** In Japan and many Spanish-speaking countries (with the notable exception of Brazil), the film's subtitle was changed from ''First Class'' to ''First Generation''.
* {{Foreshadowing}}:
** When we first see Erik as an adult, he uses his powers to slam a coin at a picture of Shaw in the forehead. [[spoiler: This is how he kills Shaw in their final confrontation, except much slower.]]
** Also part ChekhovsSkill where Erik asks Charles to shoot him point-blank, and when met with Charles' refusal, he states he can deflect it. [[spoiler:This comes back at the end where Moira shoots at Magneto to stop him from sending the missiles back at the American and Russian navies and he easily deflects the bullets ... only to have one bullet hit Charles and paralyze him.]]
** And in a scene where Havok is learning to shoot straight in the bomb shelter, Charles and Hank are standing right to either side of the target manekin. Charles says, with light emphasis, "And try not to hit ME, there's a good chap". A little odd, considering Hank is just as likely to get hit, so it should be "us". [[spoiler: Later in the movie, of course, Charles is hit by a bullet, due to standing right NEXT TO its intended target, Erik.]]
** Before the attack at the CIA base, Havok beats Darwin at a pinball game. Darwin declares [[spoiler: "Jesus man, you're killing me!"]] Later, [[spoiler: Shaw uses the energy absorbed from Havok's blast to kill Darwin.]]
* FourTemperamentEnsemble:
** Xavier (leukine), Havok (choleric), Beast (melancholic), Mystique (phlegmatic), and Banshee (sanguine).
** A villainous example: The pragmatic Emma Frost (choleric), the somber and competent Azazel (melancholic), and the quiet, silent Riptide (phlegmatic), and The FauxAffablyEvil Sebastian Shaw (sanguine).
* FreakinessShame:
** Magneto wins over Mystique and several of the other mutants by accepting and reveling in their mutations rather than preferring them to be mainline. Internal Categorization at its finest as he even prefers Beast with a more extreme mutation while Beast is self-loathing.
** This is also how Xavier ends up adopting Mystique as a sister. She's the first mutant he meets and he is amazed that there are other mutants in the world; however, when they're adults he prefers her to stay looking human and, when asked flat-out, clearly shows he doesn't regard her true form as attractive. This is also seemingly what Beast and Mystique bond over when they form a relationship (rather than mock his large feet, she is impressed by his reflexes and stands up for him), but ultimately subverted on Beast's part when he says that he finds Mystique's human form attractive but not her true form.
* FreezeFrameBonus: When Xavier connects to Cerebro, some familiar mutants from the comics can be seen if you pause, with a young Storm being the most notable.
* FunnyBackgroundEvent: Combined with a BrickJoke, Amy (the first woman that Charles tries to pick up at the beginning of the movie) shows up at his graduation party and smiles at him--then Moira [=MacTaggert=] cuts in front to talk with Charles. Behind them, Amy leaves in a huff because she's annoyed that Xavier would rather chat with Moira than with her.
* FutileHandReach: Erik first manifests his power when he was doing this as a gate closes between him and his parents.
* FutureShadowing: Charles Xavier is hilariously fond of the hair he [[BaldOfAwesome loses by the time of the other films]].
* GeniusBruiser: Hank goes from being a BadassBookworm at the beginning to being a Genius Bruiser toward the end. [[spoiler: This is because he injected himself with something that utterly transformed his appearance.]]
* GenreShift: The film incorporates many elements of the SpyFiction genre.
* GentlemanAndAScholar: Xavier is well-educated and carries some characteristics of a QuintessentialBritishGentleman.
* GiveGeeksAChance: Raven is incredibly forward with Hank. Unfortunately, he's too caught up in angsting over being a mutant.
* GoneHorriblyRight: Sebastian Shaw wanted to awaken Erik's powers and turn him into a PersonOfMassDestruction. Serves him right.
* GoneHorriblyWrong: [[spoiler: Hank's serum to allow him to change his feet to normal ends up transforming him into Beast.]] Doubles as ForegoneConclusion.
* GoodSamaritan: Charles as a kid generously offers food and a place to stay to a hungry and homeless young Raven.
* GrewASpine: This is a big part of Raven's character development. [[spoiler: The downside is she joins the wrong side in doing so, foresaking the only family she's ever known.]]
* HallOfMirrors: A variation occurs during the climax, Shaw uses a specially designed room that blocks him from Charles' telepathy. It just so happens to be a room of mirrors, implying the telepathic version of this trope. When Erik enters the room to confront him, he has no trouble spotting Shaw, nor does Shaw try to use the reflections to hide. Interestingly enough, once the room gets damaged, Charles is able to use his telepathy and help Erik defeat him.
* HaveYouTriedNotBeingAMonster: The film has been confirmed by WordOfGod to [[http://thinkprogress.org/alyssa/2011/06/06/236993/x-men-first-class-gay-rights-and-the-intelligence-community/ include gay-rights themes.]]
** The LGBT metaphor is admittedly [[{{Anvilicious}} less subtle]]. Charles and Erik look like average humans and have [[PassFail passing privilege]], but have still strongly affected their lives. Raven, on the other hand, can pass for "normal" at the cost of it being very exhausting and undermines her self-confidence, making her somewhat of a metaphor for a transgender person. [[spoiler:Raven's comparison is even blatantly explained through a conversation with Erik -- she doesn't have to perfectly "pass" as a non-mutant woman to be beautiful and have worth.]]
* HeroicBystander: When Charles realizes that no one on the US Coast Guard vessel is willing to help Erik, he dives into the dark, frigid ocean without hesitation to save the life of a drowning stranger.
* HeroicHeelizationSpeech: Magneto has one of these when Sebastian Shaw tells him that [[MotiveRant all of the torture and abuse he put him through in a concentration camp only made him stronger]], and that it's mutantkind's destiny to rule over humans.
-->"I'd like you to know that I agree with every word you said. [...] Unfortunately, {{you killed my|Father}} mother."
* HeterosexualLifePartners: Considering that Charles' and Erik's friendship only lasted a few months, it was unusually intimate on an emotional level.
* HeWhoFightsMonsters: Magneto hates Shaw and wants to kill him, but he eventually embraces Shaw's beliefs about mutant supremacy. It's even spelled out through the villain '''[[ArtifactOfAttraction wearing the same helmet]]''' that '''[[IconicItem Magneto is associated with]]'''.
** Justified at the crucial moment because he separates revenge from his ideals, which is why he's able to compliment Shaw's vision while still hating the man to his core. Shaw the man wronged him terribly, but Shaw the visionary is inspirational.
* HighHeelFaceTurn: Inverted: [[spoiler: both female mutants working with Xavier have turned to the dark side by the time the movie is over, and, aside from Magneto, are the only ones to do so.]]
* HollywoodNerd:
** Averted by Charles Xavier, who is stunningly attractive... and is aware of it. In fact, in his first scene as a grown man, he is seen using nerd-talk to pick up coeds in a bar.
** Played straight with Hank [=McCoy=], however.
* HomoeroticSubtext:
** According to co-screenwriters [[WordOfGod Ashley Miller and Zack Stentz]] in the "Second Genesis" featurette (which was included on the DVD/Blu-Ray release), this movie is essentially a love story between Charles and Erik, with Raven and Hank being the BetaCouple:
--->'''Miller''': The story between Charles and Erik is on some level this tragic romance. You gotta arrange the other elements in that way, too.
--->'''Stentz''': Yeah, in this case you have Hank and you have Raven who end up being kind of the B-story version of the same thing you're seeing playing out with Charles and Erik. It's the making and breaking of a relationship.
** Creator/JamesMcAvoy called the movie a "love story" between Xavier and Magneto, even though, pressed for clarification, he admitted they were not gay. The film certainly did concentrate heavily on the two's relationship, and the final scene, in which the two split and their surrogate children chose sides, played out like a couple's divorce.
--->'''[=McAvoy=]''': It is a little bit of a mini-tragedy that [Xavier] and Magneto don't, you know, have sex and become married and become best friends.
* HoneyTrap: Emma Frost does this with the Russian general.
* HopeSpot: For a second, you're led to believe that [[spoiler:Darwin]] might just survive. Some fans posit that he did.
* HotScientist[=/=]HotTeacher: Charles Xavier, a very rare male version of the trope. He shamelessly uses his charm, looks and {{technobabble}} to pick up women at Oxford.
* HotterAndSexier: Who knew that Charles Xavier was a charming, PrettyBoy cad or that Erik Lenhnsherr was a brooding, TallDarkAndHandsome "bad boy" during their youth? This film also provides the most scantily-clad females in the entire franchise.
* HumansAreBastards: Mutants are ''not'' well-treated in this film, to the point where Xavier's attempts to justify keeping the peace with normals basically boil down to "okay, they suck, but as the SuperiorSpecies, can't we set a good example?" Of course, it ''was'' the [=60s=], which was just plain bigoted in general.
** Subverted by the fact that the film's BigBad (Sebastian Shaw) is a mutant, as are his followers, so humans don't hold a monopoly on being bastards here.
* {{Hypocrite}}:
** [[spoiler: Shaw says "[[ApeShallNeverKillApe We don't hurt our own kind]]." A few scenes later, he kills Darwin and later on presumably orders his team to kill Xavier's X-Men during the Cuba battle; he also isn't averse to beating up Erik.]]
** Charles uses "mutant and proud" as part of his pick-up lines, which are basically a very erudite variation on "you have pretty (insert trait here)", in the presence of his adoptive sister, who has been actively discouraged by Charles from taking any pride in her mutation.
*** Also when criticizing the first team for making a party and using their powers for playing, something he was doing in the beginning of the film. They were teenagers who just entered a group where none of them would be considered freaks, what did he expect?![[note]]They had broken all the windows though.[[/note]]
** A more assertive Raven expects Charles to fully accept her mutant form, yet she still insists that he can't read her mind, which clearly indicates that she's not completely comfortable with her adoptive brother's gift.
* IAmVeryBritish: This movie attempts to explain why Xavier (who is American in the comics) has a Received Pronunciation accent. He is half-British, half-American (or alternately, he's fully British, but his family moved to the United States before World War II broke out in 1939), and his speech pattern was influenced by his posh English mother; it was later reinforced when he studied at the University of Oxford.
* ICanRuleAlone: Magneto agreed with everything [[BigBad Sebastian Shaw]] said. But, unfortunately, Shaw [[YouKilledMyFather killed his mother]].
* ICantFeelMyLegs: In a state of shock, [[spoiler:Xavier says this multiple times after being shot in the back. Given the character is usually best known for A. his psychic powers, B. being bald, and C. being confined to a wheelchair, this is more or less a ForegoneConclusion.]] However, that does not make the moment any less of a TearJerker.
* IfYouKillHimYouWillBeJustLikeHim[=/=]YouKillItYouBoughtIt: [[spoiler:Magneto kills Shaw and becomes the new face of the mutant revolution.]]
* IJustWantToBeNormal: Hank's and initially Mystique's reaction to their mutant forms.
-->"I'd give anything to just be normal."
* IKissYourHand: A non-romantic version with adoptive siblings Charles Xavier and Raven/Mystique when [[spoiler: Mystique has decided to leave with Magneto and the injured Charles kisses her hand in farewell.]]
* ILoveNuclearPower: Sebastian Shaw believes that mutants are the "Children of the Atom" and believes all mutants are immune to radiation because of this. This is why he plans to [[spoiler:turn the ColdWar nuclear, beliving that the radiation will wipe humanity out but spare mutants]].
* ImHavingSoulPains: When [[spoiler:Erik kills Shaw by slowly pushing a coin through his head]] Charles is in [[spoiler:Shaw]]'s head, keeping him from [[spoiler:moving or using his powers]]. He shares all the physical pain of the entry wound as well as [[spoiler: [[FridgeHorror FEELING a mind die]]]].
* ImpaledPalm: Erik PerpSweating the ex-Nazi in Argentina.
-->'''Erik:''' ''(reading what's engraved on the knife)'' Blood and Honor. Which would you care to shed first?
* ImperialStormtrooperMarksmanshipAcademy: When Havok starts to practice controlling his powers, he first ends up shooting everything EXCEPT his intended target. While he really was trying to aim, he couldn't control the sheer force of his powers yet. After some training, he becomes much better at targeting and controlling his blasts.
* ImpliedLoveInterest:
** The relationship between Magneto and Mystique is a little vague.
** Sebastian Shaw and Emma Frost; his term of endearment for her is "love," and he calls her "the most exquisite thing I've ever seen in my life." There's also this line:
--> '''Emma Frost''': If that telepath gets inside your head, he won't be as much fun as I am.
* ImprovisedTraining: Xavier uses whatever he can find on or near his estate to train the young mutants.
* InLoveWithYourCarnage:
** Sebastian Shaw bursts into laughter and shouts stuff like "Wonderful!" and "Excellent!" when Erik Lehnsherr as a boy slaughters all of Shaw's men and trashes his office. Later, they meet when Erik is an adult, and Shaw honestly compliments him on how powerful he has become, even calling him his son.
** It's a blink-and-you'll-miss-it moment, but Charles Xavier's face glows with delight when he witnesses Erik using the anchor of Shaw's boat as a destructive tool.
* InNameOnly:
** The film has nothing to do with the [[ComicBook/XMen comic book of the same name]] and features entirely different origins for many of the characters. Despite this, the movie was very well-received by critics and was a hit at the box office.
** A notable aspect is the complete reinvention of one character in particular, Azazel. Azazel in the comics is an immortal mutant/demon warlord who was banished to another dimension because he looked and acted like the devil and got many women pregnant to have an army of children to free him...somehow. In the film, he's a Russian KnifeNut who looks like the devil but other than killing a few people, doesn't act like it. He instead appears more like his Son, Nightcrawler, only red and evil. [[TropesAreNotBad This is not a bad thing]], and as he original was [[TheScrappy so despised]], the film [[RescuedFromTheScrappyHeap gave the character a well welcomed overhaul]].
* InnocentBlueEyes: Charles Xavier's bright blue irises represent his goodness and naïvety. After the [[BreakTheCutie events of the film]], he is still as idealistic, but has been rather blind-sided by reality and is much more cautious and reserved.
* InsaneTrollLogic: Shaw's plan is built on this: mutants are "the children of the atom" (even though he and at least three other mutants manifested their mutations ''before'' the Trinity test, let alone Hiroshima), so starting a nuclear war would increase their power and allow them to rule the world (even though most mutants don't have powers that would allow them to survive either a nuclear strike or the resulting fallout).
* InstantDeathBullet: Erik Lehnsherr's mother is shot dead with a handgun right in front of him to try and force the young Magneto to manifest and draw on his mutant powers.
* IronicEcho:
** "First, I'm going to count to three. Then, you're[[spoiler:/I'm]] going to move the coin."
** "Mutant and proud."
** "Just following orders."
* ItHasBeenAnHonor: The commanders of the American and Soviet fleets both say this to their crews when [[spoiler: Magneto redirects their missiles back at them]].
-->'''American commander''': Gentlemen, it's been an honor to serve with you.
-->'''Soviet commander''': Comrades, thank you for your service.
* ItsPersonal: Erik wants revenge on Shaw/Schmidt [[YouKilledMyFather for killing his mother]]. One of the reasons it feels like Erik is the hero of the film.
* IWantMyBelovedToBeHappy: Platonic version--[[spoiler:Charles sends Mystique off with Erik at the end, knowing it's what she really wants.]]
* IWasQuiteALooker:
** Charles Xavier was [[PrettyBoy boyishly beautiful]] during his youth with thick, wavy hair (not that he looks bad as a [[GrandpaWhatMassiveHotnessYouHave bald, older gentleman]]).
** Erik Lehnsherr was a classic example of TallDarkAndHandsome when he was a young man (and he has [[GrandpaWhatMassiveHotnessYouHave aged gracefully over the years]]).
** Hank [=McCoy=] used to be {{Adorkable}} before his Beast transformation.
* JackBauerInterrogationTechnique: Erik interrogates a bank President by using his magnetic powers to pull out the older man's dental fillings. Later, he cracks Emma Frost's diamond body in such a way that [[spoiler:a gentle tap would shatter her if she turned back before having time to heal]].
* {{Jerkass}}: Although the CIA staff in general acts like jerks most of the time, the worst is William Stryker Sr. What makes him most deserving of this trope is that John [=McCone=], himself sexist and a hot headed jerk, actually calls out against Stryker twice, first in regards to his decision to keep Emma Frost detained (since the law requires that they hand her over), and the second when Stryker decides to have the American and Soviet navies [[TheresNoKillLikeOverkill bombard]] the Cuban shore to eliminate the mutants specifically because one of their human agents was present as well. Both times, he dismissed him, stating that he's not handing her over because the law doesn't apply to mutants, and in the latter case insensitively stated that the agent was "collateral damage."
* JerkJock: Havok seems to be this to Beast.
* JerkWithAHeartOfGold:
** John [=McCone=], like most of the CIA members (barring Moria [=MacTaggert=] and the Man in Black) behaving like a jerk, as well as being somewhat sexist. However, despite this, he does call out against more JerkAss members of the CIA whenever they are doing completely JerkAss things (specifically the top brass member William Stryker Sr., when he was keeping Emma Frost incarcerated in what was implied to be an unlawful incarceration practice, and when Stryker decided to have both the US and Soviet forces bombard the shores of Cuba with missiles to eliminate the mutants despite the fact that a human CIA agent [even if she's female] is present on the island with them.)
** Havok bullies Hank and is generally pretty abrasive. Later, he sticks by his friends when Shaw comes, and does grow to like and respect Hank.
* JustAKid: When {{Magneto}}, [[ArchEnemy of all people]], suggests that he and Xavier train the young mutants to fight Sebastian Shaw and the Hellfire Club.
--> '''Xavier''': They're just kids.
--> '''[[{{Magneto}} Erik]]''': No. They ''were'' kids.
* JustFollowingOrders: The Nazis that Erik confronts trot out this line as an excuse for their actions. Charles later makes the mistake of echoing it while trying to calm Magneto down. Definitely an OhCrap moment for the audience when he says it.
-->'''Magneto:''' [[ShutUpKirk I've been at the mercy of men just following orders. Never again.]]
* JustTheWayYouAre: Erik is able to persuade Raven to his side with this trope, and finds her mutant appearance to be "perfection," in contrast to Charles and Hank, who feel she should look more "normal" to gain acceptance within society.
* KarmaHoudini: About half of the Hellfire Club get off scot-free in the end. William Stryker Sr. also faces no consequences for unlawful actions (keeping Emma Frost in a secret prison) and the unethical and horribly unwise decision to have both the Soviets and the Americans bombard the Cuban shore to get rid of mutants despite one of their own human agents being located there (both actions are things that even John [=McCone=], who was a certified jerk, called him out on).
** In the sequel, [[spoiler: Emma, Azazel, Riptide, and Angel all fall victim to a BusCrash]].
* KarmicDeath: [[spoiler:Magneto kills Shaw by telemagnetically pushing a coin through his brain. It was the very same coin that Erik was commanded to move as a child to prevent Schmidt from killing his mother; Erik failed and Shaw shot his mother. Magneto even gives an IronicEcho of what Schmidt said to taunt his victim.]]
* KarmicTransformation: Hank's transformation into Beast is tragic, but he brought it on himself. He makes it a little more karmic by being a complete asshole to Raven just before using it. She tells him he's perfect just the way he is and doesn't need the "cure," and he responds with:
-->'''Hank''': It behooves me to tell you that even if we save the world tomorrow, and mutants are accepted into society, my feet and your natural blue form will never be deemed beautiful.
--> ''(Raven shifts back to her human-looking morph.)''
-->'''Hank''': You look beautiful ''now.''
** Bonus points for his mutation being relatively minor, before it becomes much more pronounced after taking the serum. It doesn't help that he uses it on himself as the first test subject, without even considering that it might turn out wrong. Although to be fair, it's not exactly like there's a big potential pool of test subjects for something like this.
* KickTheMoralityPet: The film includes a dramatic confrontation where [[spoiler:Magneto is deflecting bullets from Moira [=MacTaggert=] trying to stop him from destroying the US and Soviet fleets. One of the bullets flies off and hits Charles in the spine. For a moment, there's a look of pure horror and guilt on Erik's face, then he decides it was Moira's fault. Xavier vocally disagrees and talks him down by playing on the other man's guilt.]]
* TheLancer:
** Erik serves this role to Charles for much of the film. They specifically fulfill the AntiHero and AllLovingHero dynamic.
** Havok to Beast somewhat.
* LaserGuidedAmnesia: Charles [[spoiler: uses a kiss goodbye to wipe out Moira's memories the last few weeks, and of where he and the newly formed X-Men are]]. This is notably against his current philosophy in the comics, but very much in keeping with his modus operandi in the comics produced in the early 1960s.
* LaserGuidedKarma: [[spoiler:Erik kills Shaw with the very same coin that "Dr. Schmidt" killed his mother over. Very slowly.]]
* LeanAndMean: Erik doesn't have an ounce of fat on his body. Partially justified in that he's a Holocaust survivor who lived on the road for years and efficiently kills nazis.
* {{Leitmotif}}:
** Erik's guitar theme forms the core of "Not That Sort of Bank" and "Frankenstein's Monster," before finally blasting into the bombastic "Magneto" at the end of the film.
** The ''X-Men: First Class'' theme (besides the two eponymous tracks "First Class" and "X-Men") plays heavily in "Cerebro" and "X-Training," and heartwarmingly shows up for Erik in "Sub Lift."
** When listening to the complete score on the Blu-Ray release, Charles is associated with a simple orchestral violin melody which gradually evolves into the ''X-Men: First Class'' theme. This makes perfect sense because he's the leader of the group. "Rage and Serenity" is actually a combination of Charles' and Erik's themes.
** Raven's piano theme shows up in "Would You Date Me?" and "To Beast or Not to Beast."
** Edith Piaf's "La Vie en Rose" for Sebastian Shaw.
* LetsGetDangerous: The [[RagtagBunchOfMisfits newly recruited mutants]] panic when [[CurbStompBattle Shaw's experienced killers rip through their CIA guards]]. Shaw makes the mistake of killing Darwin however, so the survivors elect to stay and fight.
* LightIsNotGood: Emma Frost, ([[MsFanservice scantily]]) clad in white and able to turn her body into a mass of shining diamonds, but she has no discernible morals.
* LikeBrotherAndSister: Charles cites this when Raven, feeling insecure about her looks, asks if he would date her... although it falls a little flat coming right after he's answered the question with "of course" in reference to her human form, before she clarifies that she means in her real form. (Charles is being a bit obvious in invoking the trope as the film establishes that she is indeed his adoptive sister.)
* LingerieScene: Moira's Hellfire Club infiltration technique. And Emma Frost in most of her scenes.
* LittleNo: To avert World War III, Charles forces the Russians to fire on their own transport ship; neither side knows that the crew is already dead. Azazel is at the helm and lets out a short "nyet" before teleporting away just before the missile hits.
* LonelyRichKid: Since Raven is explicitly stated to be Charles' oldest and only friend, that means prior to their meeting, he had difficulty connecting with other children despite growing up in the lap of luxury. ''Film/XMenDaysOfFuturePast'' elaborates on this a little further by revealing that Xavier was considered to be "crazy" in between the ages of 9 and 12 due to the voices in his head, and was therefore a social pariah among his peers.
* LondonEnglandSyndrome: ''Moscow, Russia''. (Even though in 1962 it should have been "Moscow, USSR".)
* LoveTriangle: Raven and Hank hit it off almost instantly, but the moment he refuses to accept his mutant form (and ''her'' mutant form) drives her to attempt to seduce Magneto, who prefers her natural appearance just the way it is.
[[/folder]]

[[folder: M-Z]]
* MacrossMissileMassacre: [[spoiler:During the climactic scene at the Cuban waters, the American and Soviet Navy decide to bombard the shore with the mutants with their rockets and missiles AND [[MoreDakka complimentary shelling]] thrown in. Of course, at that point Magneto has just recently developed his control over his ''own'' power, [[BeatThemAtTheirOwnGame so one can imagine what a spiteful Magneto was going to do right after]].]]
* MadDoctor: Well, the film does start in a [[TruthInTelevision Nazi]] [[http://en.wikipedia.org/wiki/Josef_Mengele camp]].
* MakeMeWannaShout: Banshee's mutation involves making very powerful sound waves that can break glass (among other things). They're also very effective at locating things underwater, in similar variant of echolocation. In an unusual variation, this includes [[IBelieveICanFly the power of flight]], by bouncing sound waves off the ground back into a wingsuit.
* ManipulativeBastard: Sebastian Shaw. In addition to being an extremely powerful, he is very adept at seducing other mutants to his cause with promises of liberation and the opportunity to tap into powers beyond their wildest dreams. Likewise, he successfully manipulates the leaders of the U.S. and Soviet Union into undertaking increasingly aggressive actions (missiles in Turkey and Cuba) until both are at the threshold of nuclear annihilation.
* ManlyTears:
** Both Charles Xavier and Erik Lehnsherr do this in a rather touching scene where the latter is learning to control his powers through something other than rage. By telepathically finding one of Erik's happiest childhood memories, Charles helps him to see that true focus lies between "rage and serenity." Cue the tears as they both experience a bittersweet memory of Erik's long-dead mother on welcoming in their Sabbath.
** After Charles [[spoiler:gets shot]], there is a particularly heartbreaking moment when he has to tell Erik that no, they do not want the same things when it comes to mutants and humans. Cue the ManlyTears on his part. [[spoiler:It's an indicator of how the two men have grown apart that Erik's face just blanks of emotion in response.]]
* MarqueeAlterEgo: Both Mystique (now played by JenniferLawrence) and Beast (Nicholas Hoult) spend more time in human guise than in their blue skinned/furred forms.
* MasterRace: How Sebastian Shaw and Magneto see mutants as a whole.
* MeaningfulEcho:
** Raven/Mystique encountering Charles in a kitchen in her true form when they first meet. However, the second time shows how they have both changed and starting to grow apart in ideals. Bonus for them switching positions. The first time, it was Raven by the fridge with Charles walking in. The second time was Charles by the fridge with Raven walking in.
** Also, shortly after they first meet, when Erik's about to go off on his own again, Charles tells him, "Shaw's got friends. You could use some!" Later, after Shaw's attack on the CIA when Charles wants to send the new mutant recruits home, Erik tells him "Shaw's got his army, we need ours."
** One of the Nazis Erik tortures in Argentina says he was [[PunchClockVillain only obeying orders]] (re the FinalSolution). When Xavier says this to stop Erik from killing the sailors who just fired on them, it turns out to be the wrong thing to say.
* MeaningfulLook: Charles and Erik exchange numerous glances throughout the movie, which are indicative of their closeness.
* MenDontCry: Averted with both [[BreakTheCutie Charles]] and [[DefrostingIceKing Erik]], who cry visible ManlyTears.
* MentalAffair: Emma Frost uses a JediMindTrick on a Russian General to make him ''think'' he's having sex with her while she's actually sitting on his couch watching him make love to empty air on the bed. Charles thought that was a nice trick.
* MentorArchetype: [[EvilMentor Sebastian Shaw to Magneto]]. [[CoolTeacher Professor X to the team]]. [[MentorShip Magneto to Mystique]].
* MindOverManners: The much younger, less disciplined Xavier had no problem using his powers on anyone whenever it was convenient for him. That being said, he did promise Raven that he wouldn't read her mind, and he did ask for Erik's permission before searching for the brightest corner of his friend's memory system.
* MindRape: Emma Frost uses her telepathy to bring out Erik's memories of being tortured by Sebastian Shaw as a child in Auschwitz.
* AMinorKidroduction: The film starts with Charles Xavier and Raven Darkholme as children, and recaps a young Erik Lehnsherr in the concentration camp.
* MisfitMobilizationMoment: After circumstances force them to leave the CIA facility, the kids realize that they have to get their act together and learn to use and control their powers and work as a team.
* MistakenForSpies: When Charles demonstrates his telepathy to the CIA by revealing what they're thinking at that moment, they accuse him of espionage, since they can't believe he could have found out any other way. Luckily, Raven is present to demonstrate her shapeshifting abilities.
* MoodWhiplash: Some reviewers commented that the movie's exploration of serious themes ([[FantasticRacism racial prejudice]], [[HeWhoFightsMonsters the morality of revenge]], NuclearWar, etc.) doesn't mesh well with over-the-top and somewhat goofy superhero and SpyFiction tropes.
* MookCarryover: Magneto inherits Sebastian Shaw's henchmen after his FaceHeelTurn.
* MookHorrorShow:
** What the CIA agents and guards experience when their compound is assaulted by the Hellfire Club.
** And the Soviet soldiers suddenly attacked by barbed wire.
* MorallyBankruptBanker: Erik interrogates a Swiss banker whose bank is responsible for storing NaziGold, and who knows the location of a high-ranking former Nazi.
* MoralMyopia: Sebastian Shaw tells Erik the justification for his plan to [[spoiler: start a nuclear war that would probably kill hundreds of millions or billions of people]]. Erik then says, [[spoiler: "I agree with everything you say. Unfortunately, you killed my mother." Erik then kills him in a KarmicDeath.]]
* TheMountainsOfIllinois: Erik seeks the guy who killed his mom at the concentration camp in [[ArgentinaIsNaziland Argentina]]. The name given is Villa Gessell, but while the movie shows a [[http://en.wikipedia.org/wiki/Bariloche Bariloche]]-like mountain city, [[http://static1.cuantarazon.com/crs/2011/08/CR_307493_peliculas_millonarias.jpg it is actually a beach.]]
* MovieSuperheroesWearBlack: This an AvertedTrope. The film has the X-Men back in yellow suits, inspired in equal part by the team's uniforms during their earliest comic appearances and the ''New X-Men'' suits. Though, they're made of more practical material than the spandex/cloth look of the comics, and there are no masks. Magneto also appears at the end with his trademark red costume and helmet.
* MsFanservice: Every female character in the film qualifies.
** January Jones of ''Series/MadMen'' fame as Emma Frost.
** Creator/JenniferLawrence as Raven/Mystique.
** Very briefly an uncredited Rebecca Romijn as Raven/Mystique.
** Rose Byrne as an FBI agent going undercover ''in lingerie''.
** Zoe Kravitz as Angel. Justified, as she used to work as a stripper prior to joining the X-Men and she needs her back open to use her wings.
* MuggingTheMonster: Subverted. When young Erik goes on a crushing spree in Shaw's office after the murder of his mother, his random attacks never reach Shaw, since he has neither the control to aim them nor the immediate metal on Shaw's person to offset that weakness. Even if he had the chance, though, Shaw's powers would have easily stopped Erik from harming him.
* MundaneUtility:
** Shaw makes Emma Frost use her ability to turn into diamond to chip off an ice cube for his drink.
** Teleporters can certainly win fights via acrobatics and short-range 'porting a la [[Film/X2XMenUnited X2]], but Azazel's method of simply teleporting them half a mile up and letting gravity take over works just as well.
* MythologyGag:
** The team's original lineup includes an "Angel", but it's Angel Salvadore (a comparatively minor character from the comics) instead of Warren Worthington [[note]]who, going by the movieverse's timeline, wouldn't have been born at the time the movie takes place[[/note]].
** A major character on the villains' side is revealed to have grown up with Xavier--though in this version it's Raven Darkholme (who's his adoptive sister in this version) instead of Cain Marko (who was his step-brother in the comics).
** Shaw referring to mutants as "Children of the Atom".
** Charles is quite protective of his hair.
** The NaziGold is a nod to Uncanny X-Men #161, which told the story of how Magneto and Xavier first met and parted ways. The issue was one of several stories in the comics which inspired this movie.
* TheNameIsBondJamesBond: Charles introduces himself to Amy in this manner.
-->'''Charles''': The name's Xavier, Charles Xavier, how do you do?
* ANaziByAnyOtherName: Sebastian Shaw (who really ''was'' a Nazi during the second World War, going under the name "Klaus Schmidt") envisions his mutant-dominated society much as if it were he ruling over 1940s Germany. Ironically, his most scarred victim as a Nazi scientist, Erik "Magneto" Lehnsherr, finds Shaw's mutant supremacy views to be ''compatible'' with his own, despite the fact he spends the entire movie chasing the man in an effort to [[YouKilledMyFather get revenge for killing his mother]].
* NaziGold: Erik lays his hands on some Nazi gold and even trolls a Swiss bank manager with it.
* NaziHunter: Erik spends the first twenty minutes or so of his screentime tracking down and killing Nazis. In fact, his reason for joining the X-Men is so that he can find and kill Sebastian Shaw, the mutant Nazi who killed his mother.
* NerdsAreSexy: Charles Xavier has mastered the art of transforming his knowledge of genetics into successful flirtation methods.
* NeverMyFault: Erik blames Moira for [[spoiler: Xavier getting shot, even though she was aiming for Erik who deflected the bullet. Xavier then tells Erik that it wasn't her fault, but his.]] He quickly relents. And in general, it's only perfectly rational that he's dedicated his life to hunting down and brutally killing a series of individuals, to the point that he not only believes that these men are irredeemable, but that ALL humans are essentially just as bad, and [[AllTheOtherReindeer hate mutants for what they are, secretly or openly]]. He's certainly not to blame for both his own descent into madness, nor single-handedly almost causing WWIII after ''just'' having prevented it. Given exactly [[ThoseWackyNazis WHO]] is responsible for his descent is a bit more valid of a FreudianExcuse than usual, even if it ends up with him being NotSoDifferent, up to the point of ''agreeing'' with the primary target of his hunt.
* NiceGuy:
** Hank [=McCoy=]'s very friendly, prefers to avoid conflict, and truly comes out of his shell when in his comfort zones, such as discussing science or assisting with the other students.
** Darwin is polite, friendly, and when things get rough he can be seen immediately moving to make himself a human shield for the other kids.
* NiceJobBreakingItHero: Charles and Moira do this to each other.
** Moira desperately [[spoiler:shoots at Erik, forcing him to deflect the bullets, one of which paralyzes Charles right next to him.]]
** Charles [[spoiler:erases Moira's memory, clearly discrediting her within the CIA and possibly ruining her career. The fact that one of the few snatches of memory she has left is of their kiss is just the icing on the cake (see DeliberateValuesDissonance).]]
** Charles trains Erik, helping him improve his power. This backfires when he decides to turn into Magneto.
** Had Charles [[spoiler: and Hank]] shown acceptance for Raven's true form, she might not have teamed up with Erik.
* NoBodyLeftBehind: [[spoiler: Darwin]] is vaporized immediately by the blast he took, and one of his teammates even said, "We can't even bury him."
* NobodyTouchesTheHair: Charles Xavier uses this trope. This is an in-joke to fans, since anyone who is familiar with the series knows that he goes completely bald. Xavier uses the Cerebro prototype for the first time, and Hank struggles with fitting the electrodes on his head.
-->'''Hank''': Are you sure we can't shave your head?\\
'''Charles''': ''(annoyed)'' Don't touch my hair.
* NoExceptYes: Emma Frost interrupts the CIA Director and Stryker Sr. when they're discussing the possibility of a war. She prefers not to use that term; it implies that both sides have an equal chance of winning.
** Though it doesn't imply that at all, of course. See the Anglo-Zanzibar War for example (or many others). Made for a good piece of dialogue though.
* NoMoreForMe: After seeing Riptide demonstrate his power, Henry's reaction is to ask what the hell Shaw put in his drink.
* NoNameGiven:
** The government agent sent to liase with Xavier's team is only ever known as the Man in Black and is never given a name, not even in the credits.
** Riptide's real name and mutant name are never mentioned in the film.
* NonUniformUniform: According to the "Children of the Atom" behind-the-scenes documentary this was done purposefully, not only because the comics did so [[FridgeBrilliance but also because each member required something slightly different]], like Xavier having more body armor (as the leader) and Magneto having less (since he can stop bullets) or Hank's collar being torn off.
* NoRangeLikePointBlankRange: As requested by Erik, Charles holds the gun a couple of inches from his friend's forehead, but he can't bring himself to pull the trigger. Erik then grabs the barrel and places it right on the surface of his own skin, but Charles objects to the exercise and moves the firearm away.
* NoSell:
** Charles' mind reading doesn't work on Emma Frost when she's crystalline, so Erik uses his powers to weaken her.
** Shaw's helmet, later Magneto's, enables him to protect himself from Xavier's abilities. [[spoiler:In the climax, he enters a psychic-proof chamber in his submarine, and he ''still wears the helmet''. This turns out to be [[GenreSavvy a perfectly sensible precaution]].]]
* NotEvenBotheringWithTheAccent: Michael Fassbender and Kevin Bacon make no attempt to make their characters sound German when they speak English. Possibly [[JustifiedTrope Justified]] in that both are established [[CunningLinguist Cunning Linguists]].
* NotQuiteFlight: Sean's flight deals with using his supersonic screams to help him glide.
-->'''Hank''': You need the sound waves to be supersonic. Catch them at the right angle and they should carry you.\\
'''Sean''': They ''should'' carry me... that's reassuring.
* NotSoDifferent:
** When Magneto confronts Sebastian Shaw at the end:
--> '''Magneto:''' If you're in there, I'd like you to know that I agree with every word you said. We are the future. [[YouKilledMyFather But unfortunately, you killed my mother.]]
** Later, when Xavier is [[spoiler:shot]] and Magneto is speaking to him, the following conversation takes place:
--> '''Magneto:''' Us turning on each other, it's what they want. I tried to warn you, Charles. I want you by my side. We're brothers, you and I. All of us together, protecting each other. We want the same thing.
--> '''Charles Xavier:''' Oh, my friend, I'm sorry, but we do not.
** In a good way, the American and Soviet sailors. Every scene with the American navy is almost immediately mirrored by the Soviet navy (or vice versa), showing that they had the same reaction or feelings. Both have a strong sense of honour and discipline and both are reluctant to shoot first and provoke World War III. The most obvious may be their ItHasBeenAnHonor moment [[spoiler: where Magneto fires their missiles back at them.]]
* NotWearingTights: This film makes the outfits look more superhero-ish than in the previous films. It's not skintight but it is more brightly colored, and ends with Magneto donning something that's somewhere between his classic outfit and his look in the main trilogy.
* ObliviousToLove: Charles doesn't notice that Raven harbours some non-sisterly feelings towards him.
* ObviouslyEvil: Azazel. He's designed pretty much like mainstream depictions of Satan.
* OhCrap:
** The faces of the Nazis in Argentina when Erik revealed his numbered tattoo.
** Charles' face when he outs Hank.
** Frequently by humans when they see mutant powers in action.
** ''Everyone'' on the Submarine has this reaction [[spoiler: when Magneto raises it out of the ocean]].
** [[spoiler:The look on Shaw's face when he realizes that Magneto isn't going to join him right after letting his guard down.]]
** For any audience member who knows [[ThoseWackyNazis what made it famous]], the moment when the last line in [[spoiler:Charles's 'please don't kill those people' speech to Erik is [[JustFollowingOrders "they were just following orders."]]]]
* OlderThanTheyLook:
** Sebastian Shaw looks to be in his late forties or early fifties when Erik first meets him in 1944. He looks more or less the same when they meet again in 1962, a fact that he credits to his EnergyAbsorption powers.
** Raven appears to be around 20 years old (even in her blue form) even though her age should be closer to 30. Hank mentions that her mutation causes her to age at a slower rate.
* OnlyAFleshWound: [[spoiler:Charles Xavier is shot in the back]] and remains conscious throughout the entire scene, albeit in great pain. [[spoiler:He is permanently injured, though.]]
* OnlyFriend:
** Near the beginning of the film, Raven points out to Charles that she is his only friend. Presumably an affable fellow like Xavier would have numerous acquaintances, but his sister figure is only person he fully trusts.
** Charles becomes this to Erik.
* OohMeAccentsSlipping:
** The more evil Magneto becomes, the more Irish his accent. [[NotEvenBotheringWithTheAccent Apparently this was partially deliberate.]]
** Nicholas Hoult slips here and there as well.
** While JamesMcAvoy's English accent is very good, Prof. X does sound strangely Scottish when he's shouting.
* OriginsEpisode
* OutOfCharacterAlert: How kid Xavier pierces kid Mystique's disguise at the beginning of the film. Well, that and the telepathy.
* {{Oxbridge}}: The University of Oxford is the alma mater of Charles Xavier, and there are several Oxford scenes shot on location. It is clear, however, that the writers did not do their research properly, as his claim that you don't get to be called a professor unless you have a teaching position is utterly untrue. A professor at a UK university is not the same thing as a professor at a US university, and at Oxford in particular, professors frequently do little to no teaching. Someone in his position would either be a Junior Research Fellow or, if so elected by his college, a Don.
* ParentalNeglect: Charles' mother is hinted to be emotionally distant towards her son, which is why Raven's maternal act backfires spectacularly.
-->'''Charles''': ''(telepathically communicates to Raven disguised as Mrs. Xavier)'' My mother has never set foot in this kitchen in her life, and she certainly never made me hot chocolate, unless you count ordering the maid to do it.
* PatrickStewartSpeech: During their chess game, Charles attempts to convince Erik that human beings are capable of great understanding, and that mutants should be patient, as "we have it in us to be the better men." Erik sceptically replies, "We already are."
* PayEvilUntoEvil: Much of the film is composed of Erik (later Magneto) doing this. He's Jewish, as a child he and his family are sent to Auschwitz, and a Nazi there (who we later find out is the mutant Sebastian Shaw) murders Erik's mother when Erik is unable to use his (latent) powers. As an adult, the first part of the film has Erik hunting down, torturing and murdering Nazis and their supporters. At the end of the movie [[spoiler:he gives Shaw a very KarmicDeath - the film clearly intends it to be a JumpingOffTheSlipperySlope moment, but Shaw's such a madman that much of the audience is inclined to cheer Erik on for doing it, especially as there's also little reason to believe Shaw could be safely captured. And ''then'' the US and Soviet militaries try to murder the mutants who just saved them from nuclear war, and Erik turns their missiles back on them.]] Paying evil to evil is basically his personal philosophy, contrasting with Charles' pay-good-unto-evil-and-maybe-they'll-have-a-change-of-heart ethos (and influenced by the fact that Erik's seen a lot more of evil than [[WideEyedIdealist Charles has at this point]]), and it's a substantial part of what ultimately separates them.
* PeriodPiece: 1962. [[TotallyRadical Groovy]].
* PersonOfMassDestruction:
** All of the mutants to a degree, but explicitly emphasized as [[BigBad Sebastian Shaw's]] primary power--he can absorb energy... ''all kinds'' of energy. This makes him effectively bullet-proof, [[MoreDakka rocket and grenade-proof,]] [[ImplacableMan and can even absorb the energy of your punches, no matter how strong you are.]] [[ReallySevenHundredYearsOld He also states that he is effectively immortal.]] [[spoiler:Finally, he can absorb enough energy to simulate a nuclear bomb blast... and presumably come out the other side unharmed.]]
** Havok is fearful of the damage his powers could do if he isn't kept isolated, and so prefers being in solitary confinement while in prison so he is at less risk of hurting someone by accident.
* PetTheDog: John [=McCone=], the {{Jerkass}} CIA director, calling Stryker out on having the beach bombed even though Moria is on it, saying "We have an agent there! A good one!" It makes one wonder if his "The CIA is no place for a woman!" remark toward her later is just to cover that he really cares.
* PietaPlagiarism: [[spoiler:Erik cradling a wounded Charles on the beach.]]
* PiggybackingOnHitler: Played with. Sebastian Shaw, alias Klaus Schmidt, jumped on the Nazi bandwagon mainly because it would further his research of mutation; however, he holds one of Nazism's tenets (MasterRace and all that stuff) in very high esteem, and later [[ANaziByAnyOtherName adapts the ideology for mutant use]].
* PlayingBothSides: Sebastian Shaw cunningly manipulates both the USA and the USSR, exploiting the vices and vanity of their military elite to provoke WorldWarIII.
* PleasePutSomeClothesOn: Spoken verbatim by Charles when a newly self-confident Mystique walks in on him while she's entirely naked. Amusing, given that this is the first time the character's constant nudity has been alluded to in the series. (The irony being that Mystique is almost ''always'' nude, as it's shown that any "clothing" she might be seen wearing is simply part of her shape-shifting disguise, including possibly the X-Men uniform seen in the final act as it disappears when [[spoiler: she briefly impersonates Shaw]].)
* PlotTailoredToTheParty: [[TropesAreNotBad A relatively well-done version]]. Xavier or Magneto probably could have found the Hellfire Club's submarine on their own, but Banshee can do it more easily by using his MakeMeWannaShout power as sonar. Beast's power isn't an obvious counter to Azazel's, but he's agile and strong enough to hold off Azazel, who is beaten [[spoiler: when Mystique tricks him by turning into Shaw]]. Banshee and Havok team up to fight Angel.
* PoliticallyCorrectHistory: To some extent. Sexism is still present, but the racism of the era is glossed over.
* PowerCreepPowerSeep: In the comics, Sebastian Shaw's power is absorbing kinetic energy and turning it into physical strength and stamina, but he's still at least somewhat vulnerable to physical attacks, and his power has limits. He generally relies on {{Mook}}s and other mutants to do his dirty work. In this movie he can absorb ''all kinds of energy'', including Havok's blasts and [[spoiler:nuclear radiation]], and if he has limits they're set high enough to make him a credible threat to Magneto.
* PowerLimiter: Erik observes that Mystique's physical strength is effectively halved because she is concentrating on [[IJustWantToBeNormal maintaining a human appearance.]] This explains her tendency to "decloak" for her fight scenes in the original movies.
* ThePowerOfLove: When Charles is helping all of the mutants train, the most effective memory to focus Erik's powers is Channukah with his mother, before The Holocaust.
** ThePowerOfHate: But what initially awakens Erik's superpowers, and turns him into what he is, is his hatred of those who mistreated him at the concentration camp and killed his mother.
* PowerPerversionPotential:
** Mystique tries the same trick on Magneto, turning from her teenaged form into a more mature woman (Rebecca Romijn in a cameo) in the belief that he'd prefer her that way. Magneto was not impressed, because he wanted "the real Raven." It took her two tries to realize that he wanted her natural blue form.
** Xavier uses his powers to "guess" the drink orders of the women he flirts with.
** Emma Frost seduces a Russian general by projecting a mental image of herself so he thinks she's having sex with him, when she's in fact sitting a distance away looking bored.
* PrecisionFStrike: During a montage of Charles and Erik finding and recruiting other mutants, their search bring them into a small, dingy bar where [[spoiler: Wolverine]] has no interest in their offer. Doubles as a CrowningMomentOfFunny. Not only [[HughJackman the actor]] himself said he mostly accepted because of his line, but Rebecca Romijn said she wanted it in her cameo too.
* {{Prequel}}: This movie serves as a prequel to the original X-Men trilogy.
* PresentDayPast:
** For a movie nominally set in the early sixties, people sure don't seem to pay much attention to race (although you don't see any black CIA agents, and the black characters of Darwin and Angel are shown in rather menial jobs).
** When frustrated, Havok is heard to mutter, "Whatever..."
** [[spoiler:The MacrossMissileMassacre fired at the end of the movie includes Harpoon and Tomahawk missiles, which entered service in 1977 and 1983 respectively.]]
** Moira and Raven are often seen in miniskirts, which weren't designed until 1965, i.e. three years in film's future. To name just a few hairstyle and clothing anachronisms.
** Some of the US sailors are wielding M16's, which were not officially adopted until the following year.
** At the strip club, Angel takes Erik and Charles into a separate room for a "bed dance" (as evidenced by the fact the two men are shown reclining on a bed). Bed dances (a somewhat rare variant of lap dancing) weren't introduced until at least the 1990s.
** {{Pinball}} geeks will note that Havok and Darwin are playing Creator/{{Gottlieb}}'s ''Fun Land'', which came out six years after the movie's events.
* PrettyBoy: Appearance-wise, Dr. Charles Xavier is strongly defined by his boyishness: he has a soft, round face, baby blue eyes, reddish lips (the colour is so deep at times that it almost looks like he's wearing lipstick), and is of shorter-than-average height. It's symbolic of his sensitive, nice guy qualities. Erik Lehnsherr even calls him "adorable" when Charles tries the Cerebro machine for the first time.
* PrettyLittleHeadshots: [[spoiler:That coin did make a pretty smooth journey through Shaw's head. Scarier when you realize that Erik is probably [[IDidWhatIHadToDo very aware of the fact]] that he's causing [[{{Synchronization}} excruciating sympathy pain]] for Charles.]]
* PreventTheWar: Charles Xavier and Erik Lehnsherr must stop Sebastian Shaw, who is playing both the United States and the Soviet Union into starting WorldWarIII.
* ProductPlacement: When in training at Xavier's mansion most of the X-men wear PF Flyers.
* ThePromise: Charles managed to uphold his promise not to use his telepathy on Raven for 18 years until [[spoiler:the shock and pain of a bullet in his spine]] became too much for him to bear, compromising his concentration.
-->'''Raven''': You promised me you would never read my mind.\\
'''Charles''': I know. I promised you a great many things, I'm afraid. I'm sorry.
* ProtagonistJourneyToVillain: The film revolves around Magneto seeking revenge for the murder of his mother and his increasing acceptance of mutant supremacy.
* PstandardPsychicPstance: Seems to be a personal favorite for Charles.
* PsychicBlockDefense:
** Shaw's helmet.
** Emma also has the ability to block Xavier's mind-reading powers, and cover herself in diamond-like skin to shield her mind.
* PsychicStrangle: A variation. When Moira attacks Erik, he deflects the bullets she fires, one of which hits [[spoiler:Charles in the back]]. In a rage, Erik magnetically uses a metal necklace chain to strangle her, but Charles manages to talk him down.
* PsychoactivePowers: Erik's control of his abilities is directly linked to his emotions. See TranquilFury below.
* APupilOfMineUntilHeTurnedToEvil: The mutants all train together as part a CIA team to fight [[BigBad Sebastian Shaw]], but Angel Salvadore decides to join the Hellfire Club shortly after she is recruited by the program. At the end of the film, Magneto and Mystique, after defeating Shaw, form the Brotherhood and become the new Big Bads, turning against Charles Xavier, whose ideas about mutant-human relations differ from the ones they have.
* RagtagBunchOfMisfits: How the CIA (and, for that matter, Charles and Moira) view the first generation of young X-Men.
* RansackedRoom: After Beast transforms into his blue furry form.
* ReadyForLovemaking: Erik walks into his room and finds a naked Raven lying in his bed. When he says, "Maybe in a few years," she responds by shifting her appearance to that of an adult woman.
* RealityRetcon:
** Did you know [[ColdWar the Cuban Missile Crisis]] was caused by and solved by mutants?
** Also, Beast not only designed the SR-71 Blackbird, but it was originally a transport!
* RedAndBlackAndEvilAllOver:
** Azazel, a member of the Hellfire Club (which in the comic version goes for black and white costumes), wears black. His naturally red skin compliments his suit.
** And at the end of the movie, Erik Lehnsherr has adopted a red vest and helmet with black pants and cape, as his EvilCostumeSwitch to become Magneto.
* RedOniBlueOni: Erik is rather hot-headed while Charles is more level-headed. [[http://roashina.files.wordpress.com/2011/03/x-men-first-class-magazine.jpg ''Empire'' magazine even colour-coded the front covers of their May 2011 issue accordingly.]]
* RelatedInTheAdaptation: Professor Xavier and Mystique are step siblings, meanwhile there's an inversion with Havok who in the comics is Cyclops' younger brother but in the film there is no mention of any relationship.
* ResistTheBeast: Inverted, when Professor X tells Hank [=McCoy=] to "set the beast free." Here, the "Beast" is portrayed as natural instinct, rather than evil.
* {{Retcon}}
* {{Retraux}}: Everything has very '60s/'70s sensibilities, from Emma Frost's BondGirl costumes to the BBC science documentary-like credits sequence.
* RevengeBeforeReason: Only Charles Xavier's timely intervention prevented Erik Lehnsherr from drowning while the latter tried to stop Sebastian Shaw's submarine.
* RoaringRampageOfRevenge: Erik's initial mission was to hunt down and kill Shaw and his Nazi underlings.
* RuleOfSexy: Most (if not all) fans expected the young Professor X to be bald in this movie, but the studio wanted Creator/JamesMcAvoy to keep his hair in order to retain the actor's sex appeal.
-->'''James [=McAvoy=]''': I had showed up on the first day of ''X-Men: First Class'', and I had shaved my head because I wanted to check what it looked like about a month before we started shooting--and it looked quite good--and they were like, "No, no, no, no, we want you to have long hair."
* ScoobyStack: Beast, Angel, Darwin, Banshee and Mystique do one despite Havok's warning for them to keep back because of how unpredictable his powers are.
* SeeingThroughAnothersEyes: Charles' telepathy allows him to perceive an event through the eyes of another person.
* SensibleHeroesSkimpyVillains: Emma Frost reveals a lot more skin than, say, Moira and Raven. Angel, the stripper/prostitute, is the only one to defect to Shaw's side. (Mystique herself, after defecting to Magneto's side, goes into the nude version seen in the other films.)
* SensitiveGuyAndManlyMan: Charles Xavier is the Sensitive Guy to Erik Lehnsherr's Manly Man. They display this dynamic in their personalities and physique as well as their philosophies and methods.
* SequelHook: The film ends with Erik becoming Magneto for the first time and busting Emma Frost out of prison.
* SexyBacklessOutfit: Angel favors backless dresses for her wings.
* ShapeshifterSwansong: [[spoiler:Invoked when Darwin's body goes through one state after another to adapt to Shaw's energy cherry-bomb about to go off inside him. His body ultimately gives out. [[NeverFoundTheBody Or did it...?]] The comic book version of Darwin survived having his entire body destroyed, and eventually generated a new one.]]
* SharpDressedMan:
** Sebastian Shaw.
** Azazel is always wearing a black suit.
** Riptide, as with every other male member of the Hellfire Club.
** Sammy Sheldon has stated in the "Suiting Up" documentary on the ''First Class'' Blu-Ray that she made Charles Xavier's attire as stylish as she could while keeping him "honest, real, studious."
* ShootingSuperman:
** Magneto isn't ''bulletproof'', but he can deflect any metal projectile he knows is coming. [[spoiler:At least one character who really should have known better tries to shoot him. Though it did achieve her goal, albeit by way of crippling Xavier, which took Erik's attention away from the missiles - and one shot does noticeably hit him while he isn't paying attention, but his helmet turns out to be bulletproof.]]
** The lead-up to that counts, too. [[spoiler:Stryker convinces the government to join with the Russians to take out the mutants on the beach. He should know for a fact that one of these mutants is a powerful telepath and the other controls metal. Both fleets just saw the latter ''lift a submarine out of the water''. There's no reason for them to believe their metal weapons would be any more effective. They're lucky Moira came in with that distraction.]]
* ShoutOut:
** Many {{homage}}s to old SpyFiction, most obviously early ''Film/JamesBond'' movies.
** A neon sign at a bar says "Marv's Beer," a reference to writer Marv Wolfman.
** The Oxford pub, [[http://en.wikipedia.org/wiki/Eagle_%28comic%29 The Eagle]]. Which doubles as a reference to the reference to the Eagle Awards (named after the magazine) which the X-Men won in the 1970s and 1980s.
** The neon sign at the bar where they find Angel is "Atomic"--which is a reference to how mutants were called "Children of the Atom" in the comics. Also an example of ShownTheirWork, since Las Vegas in the '60s and '70s was famous for the nearby nuclear tests, and everything was named after the famous atom; drinks, shows, and nightclubs.
** A memory-erasing kiss? Xavier must be taking lessons from [[{{Superman}} another superhero]]...
** When Hank first demonstrates his power, he ends up [[Film/{{Spider-Man}} hanging upside-down, right at Raven's eye level]]. Lampshaded, when Raven exclaims: "You're amazing!"
** When the POV shifts to show what Xavier sees when he's looking through another person's eyes, the effects are staggeringly similar to the ones used in ''Film/DarkCity'' when Rufus [[TookALevelInBadass takes a level in badass]] after getting administered with the scientist's ability-enhancing serum. Right down to perspective morphs and a silvery fringe around the frame.
** Erik's magnetism-using gestures run the gamut from [[Film/TheMatrix Neo]] to [[StarWars Obi-Wan Kenobi.]]
** "Beast, open the bomb bay doors!"
** Shaw is ''made'' of this, what with his "children of the atom" comments, his HannibalLecture to the kids where he tells them they can [[BadassCreed protect a world that hates and fears them]] or live like "kings and queens" in classic Hellfire Club style, his whole Bond Villain schtick, and of course the [[ChekhovsGun helmet]].
** According to the comic book writers who originally named it, the Hellfire Club was inspired by an episode of the 1960s TV series ''Series/TheAvengers''. Which, of course, shared its title with the other major Marvel superhero team of the 1960s, ComicBook/TheAvengers.
** The war room is almost identical to the one from ''Film/DrStrangelove''.
** Shaw wears a [[TheSixties swinging 60s]] era ascot during his meeting with Soviet generals. In the comics, Shaw (and the rest of the Hellfire Club) habitually wore 18th century period attire which included lace ascots or cravats.
** The camera angle when we first see a close-up of Charles holding the gun is reminiscent of the final scene from ''Film/{{Wanted}}'' (which also stars Creator/JamesMcAvoy).
* ShownTheirWork: A minor instance; Xavier's paper on mutation that we hear mentions that neanderthals were probably exterminated by their "mutated" cousins homo sapiens. While modern research indicates that it was more likely the two interbred, at the time of the film (the 60s) the theory was not yet established at large. Notably in ''X2'', Storm recites the interbreeding theory to the class at the start of the film, making this double as a CallForward.
* ShutUpHannibal: One of the more unique examples of this. [[spoiler:Magneto]] cuts off [[spoiler:Sebastian Shaw]]'s attempt at a BreakThemByTalking [[spoiler:''by agreeing with him''... but then explaining that his WeCanRuleTogether offer is never going to happen because "Unfortunately, [[YouKilledMyFather you killed my mother.]]" He then kills him. Brutally.]]
* ShutUpKirk: Magneto delivers a very effective one to Xavier at the climax. It probably didn't help that Xavier tried to finish off his speech by invoking the [[JustFollowingOrders Nuremberg Defence]] on a Holocaust survivor.
-->'''Charles Xavier:''' There are ''thousands'' of men on those ships! Good, honest, ''innocent'' men! They're just following orders!\\
'''Magneto:''' ''([[BerserkButton frowns and turns]])'' I've been at the mercy of [[ThoseWackyNazis men "just following orders."]] Never again.
* SingleTear: Occurs thrice:
** Charles wipes a single tear from his cheek after he uncovers a happy memory from Erik's childhood involving the latter's mother with his telepathy. Despite living a much more comfortable and privileged life than his friend, the one beautiful thing that Charles never got to experience is a mother's warm affection.
** In the same scene, a visible tear falls down Erik's face because he didn't know he still carried that cherished memory of his mother.
** After [[spoiler:Charles gets shot]], he only sheds one noticeable tear which is partly because of [[spoiler:his injury]], but mostly because he is forced to tell Erik that [[spoiler:no, they really do not want the same thing, and knows that this realisation will push his friend away for good.]]
* SinkOrSwimMentor: Charles and Erik attempt to teach Banshee how to fly. At first, they let him jump out of a second-story window, into some bushes, and he forgets to scream. Their next attempt is to have him jump off of an enormous satellite dish. Charles assures him that he doesn't have to do anything he's not comfortable with... Erik disagrees. Justified in that he could, theoretically, control the metal of Banshee's uniform if anything ''really'' dangerous came along.
* SirNotAppearingInThisTrailer: Creator/KevinBacon is barely in any of the promotional materials despite having a prominent role as the main villain of the film. He's hardly noticeable on the very crowded poster and doesn't seem to be in any trailers or commercials.
* SixthRangerTraitor: [[spoiler: Angel, Mystique and Magneto.]]
* TheSixties: Many iconic features of the period including the Cuban Missile Crisis, the slang and the occasional ''Film/JamesBond'' ShoutOut. Lots of elements are very recognizable to anyone who's studied design or architecture. Mies' Barcelona chair is used appropriately for once!
* SkywardScream: Xavier does this right after [[spoiler:a bullet enters his spine]].
* SlasherSmile: Shaw gives one when [[spoiler: he thinks he's convinced Erik to join him.]]
* SlashFic: After the film got released, the entire internet exploded with Magneto/Professor X fics. It doesn't help that the actors, Creator/JamesMcAvoy and Creator/MichaelFassbender, got on board as well and teased about it in interviews.
* SleevesAreForWimps: During the training scenes, everyone gets matching grey tracksuits. Alex's inexplicably doesn't have sleeves.
* SlippingAMickey: Subverted: The NATO general responds to the Hellfire Club's first display of mutant powers with "What the hell did you put in my drink?!", thinking that he must be hallucinating.
* SoProudOfYou: Sebastian Shaw towards Erik in the climax, whom he congratulates for finally becoming a superpowerful mutant. It's pretty goddamn creepy, considering Shaw is an ex-Nazi MadScientist who destroyed most of Erik's life to motivate him to become [[HeWhoFightsMonsters what Shaw always dreamed Erik would be]].
* SovietSuperscience: The telepathy blocking helmet that stymies Xavier in every movie is apparently of Russian make.
* SpandexLatexOrLeather: The X-Men wear yellow suits made of fabric, inspired in equal part by the team's uniforms during their earliest comic appearances and the ''New X-Men'' suits. The only one in that movie to fit one of the three materials is [[http://images3.wikia.nocookie.net/__cb20110805224916/marvelmovies/images/2/21/Vlcsnap-2011-07-07-21h16m56s173.png Magneto in the ending.]]
* SpoiledSweet: Charles Xavier is filthy rich and he is a gentle, caring person.
-->'''Sean Cassidy''': ''(in awe of Xavier's mansion)'' This is yours.
-->'''Charles Xavier''': ''(smiles)'' No, it's ours.
* StartOfDarkness:
** Magneto.
** The film depicts Mystique as an insecure young woman looking for a purpose... [[WellIntentionedExtremist And she finds it.]]
* StrawmanHasAPoint: In-universe. Sebastian Shaw carries a mutant supremacy message that Magneto [[ForegoneConclusion ultimately embraces.]]
* StringTheory: Erik has a minor one on the wall before going to the [[SwissBankAccount banker]].
* {{Stripperiffic}}: Angel (who was originally a stripper) and of course Emma Frost. Mystique as well on a couple of occasions, not to mention all the lingerie girls (including Moira).
* SuperheroMovieVillainsDie: [[spoiler:Sebastian Shaw is killed by Magneto forcing a coin through his brain. Shaw's minions join Magneto.]]
* SuperpowerLottery:
** Pretty much all of Sebastian Shaw's mutants are winners.
** With the exception of "Phoenix" (a.k.a. Jean Grey), Shaw himself is by far the most powerful mutant ever encountered by the X-Men. His base ability of EnergyAbsorption is set so high and is so versatile that not even Erik can hold him [[spoiler:once he's absorbed the power of a nuclear reactor.]] He cannot be punched or shot as he nullifies kinetic energy, and he's GenreSavvy enough to have crafted a helmet that completely blocks Charles' telepathy.
* SurprisinglyGoodForeignLanguage: Erik Lehnsherr and the Nazis he encounters (and, a bit later, kills) in the bar speak surprisingly good German. The actor playing Erik (Michael Fassbender) was born in Germany and the actors playing the Nazis are most likely German.
* SwissBankAccount: Where Sebastian Shaw keeps his [[NaziGold ill-gotten gains]].
* TakeOverTheWorld: Shaw's ultimate goal.
* TakingYouWithMe:
** What Bob Hendry tries to do with Shaw with a grenade. [[spoiler:He doesn't know about Shaw's mutation and what he can do with all of that energy.]]
** Beast uses this against Azazel when he tries his TeleFrag trick, grabbing hold of him so they'll die together if Azazel doesn't teleport to safety.
* TeamDad: Erik Lehnsherr, which made his FaceHeelTurn that much more tragic. Charles Xavier might qualify as well, but he tended to act more as the TeamMom. Insert witty commentary [[HoYay here]].
* TeleFrag: Azazel uses the "100 feet up" variant quite a bit.
* TemptingFate: "Gentlemen, this is why the CIA is no place for a woman." [[spoiler:Cue huge crash as Emma Frost is busted out of her cell.]]
* ThatCameOutWrong: The loud-and-clear message of Xavier's OhCrap face after "they were just following orders." PlayedForDrama.
* ThatManIsDead: The film ends with Erik outright proclaiming that he prefers his new moniker: Magneto.
* ThereWasADoor: Combined with TheDoorSlamsYou. Magneto has to get into a submarine guarded by Riptide, so Magneto tears out part of the metal hull on top of him.
* TheyreCalledPersonalIssuesForAReason: There's a hint that Charles had an unhappy childhood, but he simply chooses not to speak of it. After Erik makes a snide remark about his friend's wealth, Charles' expression is mixture of annoyance with a little bit of hurt, and Raven steps in between two men as if to "shield" her brother from Erik's not-so-nice comment. Although she says, "It was a hardship softened by me" in a light tone, there is no sarcasm in her voice, and Charles kisses her on the cheek as a quiet "thank you" for her support and understanding in what is a very sensitive matter to him.
* ThoseTwoBadGuys: Azazel and Riptide.
* ThoseWackyNazis: "Klaus Schmidt" is a mixture of cultured and mad doctor; he tells young Erik that he is not like the Nazis, and mocks their obsession with genetics--or at least, blue eyes and blonde hair. Bring ''mutants'' into the equation it's a whole different ball game.
* ThrowingYourSwordAlwaysWorks: Erik Lehnsherr tries to throw a dagger at Sebastian Shaw, but Emma Frost catches it. Given the nature of Shaw's powers, the dagger would not have harmed him even if it had scored a direct hit.
* TimeshiftedActor: This is done in the film, along with a FlashbackWithTheOtherDarrin with the new young Erik. Creator/JamesMcAvoy and Creator/MichaelFassbender take over from Patrick Stewart and Ian [=McKellen=] as the young Charles Xavier and SelfDemonstrating/{{Magneto}}. The young Mystique is played by JenniferLawrence, taking over from Rebecca Romijin. Nicholas Hoult takes over from Kelsey Grammer as the young Beast, and Rose Byrne takes over from Olivia Williams as Moira [=MacTaggert=].
* TokenEvilTeammate: Erik is part of Charles' team primarily because he has a personal grudge against Shaw, and views the youngsters' mutant powers as useful tools to topple the BigBad.
* TokenMotivationalNemesis: Magneto did away with his NotSoDifferent nemesis Sebastian Shaw in this movie, but never mentioned him in the TwentyMinutesIntoTheFuture trilogy that preceded it. We're talking about the man who killed Magneto's mother and whose role Magneto assumed after killing him. Of course, the writers of the trilogy couldn't have predicted the future (in fact, Shaw doesn't look very dead, or old enough to have been an adult in TheForties, in his television appearance in X2.) [[spoiler:And it doesn't matter, as ''Days of Future Past'' removes the trilogy from existence.]]
* TooDumbToFool: In a deleted extension of the scene in Soviet Russia where the team is infiltrating, the search dog that the checkpoint guards have still sensed that something was amiss in the seemingly empty truck. Charles says that the reason is this pertaining to his telepathic power on dogs.
* TookALevelInBadass: The mutant teens after their training. [[spoiler:Plus several levels for Hank after he injects himself with his serum.]]
* TheToothHurts: Erik Lehnsherr uses his powers of magnetism to forcibly extract a Nazi sympathist Swiss banker's metal fillings as an interrogation method.
* TragicBromance: A variation of this happens; Erik Lehnsherr and Charles Xavier form a close friendship, but [[ForegoneConclusion ultimately part]] because of a major difference in ideals. Notably, neither is killed, although [[spoiler:Professor X does sustain a permanent injury that leads to Magneto [[CradlingYourKill cradling his cripple]]]].
* TragicKeepsake: Erik's Nazi coin.
* TrailersAlwaysLie: The TV spots imply Charles's pointing a gun at Erik as a threat; it's from a scene where they're training together.
* TrailersAlwaysSpoil: Sort of. The trailers did show virtually every single scene from the climax--but edited them so as not to show exactly what was happening.
* TrainingMontage: When Xavier trains the mutant youngsters to properly use their powers.
* TranquilFury: Erik's powers are manifested through anger, until Charles helps by telling him "true focus lies somewhere between rage and serenity."
* TranslationConvention: Averted for the most part: All the scenes with the Nazis/the Swiss bankteller/former German soldiers as well as the scenes with the Russians are spoken in German, French, Spanish, and Russian where approriate, with subtitles in English. A couple scenes use the technique of starting in foreign language, then shifting to English for the last few (and most dramatically important) lines.
** Unfortunately, the foreign lines are usually spoken with an atrocious pronunciation, most notably the scene at the beginning.
*** This is a {{Narm}} source for Germans, because of the accents. 'Evolution', while written the same in german and english, has the stress ''just'' the other way around.
*** The scene in Argentina is a notable exception thanks to all actors involved being German, or of German origin in the case of Fassbender.
*** Argentina (particularly in the Buenos Aires province, where Villa Gessel is located) has a distinctive local accent, but the few Spanish lines shown there were delivered Spain-style, which is a very different accent.
* TraumaticSuperpowerAwakening: Erik is originally only able to use his powers when extremely angry. The first two times, it involves maternal separation.
* TwoShotsFromBehindTheBar: This trope came up, when Erik hunts down former Nazis. As he controls metal, it failed even worse than the example in ''Film/XMen1''.
* TheUbermensch: Sebastian Shaw's ideal of a mutant.
* UngratefulBastard: Minutes after [[spoiler: the mutants single-handedly prevent World War III, the military tries to kill them since they were deemed too dangerous.]]
* {{Unishment}}: Given a passing mention. A prison guard where Alex Summers was staying at the beginning of the film remarks that he's "the only prisoner I've ever seen who actually ''prefers'' solitary." Sure enough, when we first see him, Alex is in solitary. A subversion, since Alex doesn't really ''enjoy'' solitary, he's trying to stay away from people so he doesn't actually hurt them with the energy blasts that are his mutant power, and which he has great difficulty in controlling.
* UnluckyChildhoodFriend: Raven for Xavier. Xavier does a lot of flirting with other women, and Raven is clearly jealous. It's hard to tell whether she actually had strong romantic feelings for him, or if she just wants to establish that she's worthy of romantic interest, but either way he says that he [[LikeBrotherAndSister can't see her as anything but a sister]] and [[{{Protectorate}} someone to protect]].
* UsedToBeASweetKid: Erik until, well, the Holocaust and the death of his mother. And Raven, who is still rather innocent for the majority of the film and is absolutely horrified when she sees [[spoiler:Charles get shot]], yet that doesn't stop her from [[spoiler: going over to the dark side]].
* [[VerbThis Verb to This]]: Shaw to [[spoiler:Darwin, before killing him. Specifically: "adapt to this."]]
* VillainousCheekbones: Both Shaw and Erik have defined and hard facial features compared to Charles' soft baby face.
* VillainProtagonist: Magneto.
* VisionaryVillain: Sebastian Shaw who wants to start World War III so that mutants can take over the planet. Though in his case it's because he's just in it to TakeOverTheWorld, with little actual regard for allowing his kind to thrive (he merely uses it as his rhetoric to recruit others). As above, Magneto is much more suited to the trope, even going so far as to [[spoiler:applaud Shaw's vision of a mutant-dominated world but in exactly those terms, without the desire to rule over them as their supreme leader.]]
* TheVoiceless: Riptide has no dialogue in the film and Azazel has only a few words although it doesn't stop either from being {{Badass}}.
* WallOfWeapons[=\=]ToThePain (meta version): Young Erik Lehnsherr meets Dr. Klaus Schmidt in his [[WickedCultured wood-paneled office filled with books and antiques]], then a reverse shot reveals the opposite wall is made of glass, leading into a white-painted surgery lined with sinister instruments. Unfortunately, Erik's powers aren't controlled enough to use these as actual weapons; they all get thrown harmlessly against the glass.
* WeaponizedTeleportation: Azazel's deadly attack on the CIA facility, which included teleporting enemies up high and leaving them to fall.
* WeCanRuleTogether:
** At the climax, Sebastian Shaw offers Magneto a chance to join him so that together they can ensure mutant supremacy, a goal that Magneto actually agrees with. Unfortunately, Shaw was the one who [[YouKilledMyFather killed Magneto's mother]] in the concentration camp, [[spoiler:so Magneto kills him and takes up his "mutant vs. human" crusade [[ICanRuleAlone himself]]. Later, he tells Xavier that he wants him by his side in the cause, but Xavier refuses.]]
** When Shaw introduces himself to the kids this is his main pitch.
** Also implied between Magneto and Mystique.
* WeUsedToBeFriends: The whole premise of the movie is to show how Charles Xavier and Erik Lehnsherr became friends and then ended up on opposite sides with different ideals. There's also a subplot about Raven's fallout from her relationships with Charles and Hank.
* WhatHappenedToTheMouse: The Hellfire Club is never mentioned or seen again after the early sequence where CIA operative [=Moira MacTaggert=] (who is investigating it with a colleague) sneaks in and witnesses Emma Frost and Azazel reveal their powers in front of an American general.
* WhatTheHellAreYou: We have the following conversation:
-->'''Former [[ThoseWackyNazis Nazi Officer]]:''' [''in German''] Who—''what'' are you?
-->'''Erik''': [''in English''] Let's just say I'm FrankensteinsMonster, and I'm looking for my creator.
* WhatTheHellIsThatAccent: Seriously, Erik's accent is all over the place. Although, considering his background, this could be justified.
* WhereDoesHeGetAllThoseWonderfulToys: The film attempts to do this for the technology seen in the original ''Film/XMen'' trilogy. The underground training facility beneath the Xavier Institute is stated to be a massive, repurposed {{WW2}} bomb shelter, while the Cerebro computer and the prototype Blackbird/X-Jet are both revealed to be projects Hank [=McCoy=] designed for the CIA.
* WideEyedIdealist: While Charles isn't exactly naive, his idealism is accentuated by the fact that everyone else seems to have a far more pessimistic approach to mutant-human relations. It's suggested that this is at least partly because he hasn't faced persecution in the same way. It sets up a nice contrast with his portrayal in the previous films, where he remains idealistic, but is a lot more cautious about it now that he's had personal experience.
* WilliamTelling: Charles Xavier and Hank [=McCoy=] have to help Alex Summers master his energy-blasting ability, which leads up to both of them standing beside his target during the final practice... [[CrowningMomentOfFunny but not before backing off a little to the side.]]
* WomanInWhite: Emma Frost wears a variety of revealing white ensembles throughout the movie. She looks good.
* TheWorfEffect: [[spoiler:When he confronts the First Class, Shaw kills one of them in the conflict. Who does he kill? The guy whose power is gaining the traits he needs to survive in any situation.]]
* WorldOfBadass: A grand majority of the characters have flashy superpowers or kick butt in different ways. Almost inevitable for a film based of Marvel comics.
* WorldWarIII: Sebastian Shaw intended to provoke both superpowers into causing World War III via the Cuban Missile Crisis, in order to wipe out humanity and allow Mutants to reign supreme over the planet.
* WorstAid: [[spoiler:If someone's been shot in the back near the spine, you don't move them around and you certainly don't rip the bullet out of the wound, which probably explains Xavier's ultimate paralysis.]]
* WritersCannotDoMath: There is a scene with Charles Xavier as a child which is set in 1944, while the bulk of the story takes place in 1962. However, the two actors are credited as playing "Charles Xavier: 12 years" and "Charles Xavier: 24 years."
* WrongGenreSavvy:
** Bob Hendry assumes that Shaw will kill him once he gets what he wants, and prepares for it. [[spoiler:But he didn't bet on Shaw being an extremely powerful mutant, not just a man with mutants working for him.]]
** Charles Xavier seems to think he's in a SilverAge ScienceFiction story that will easily be resolved once he and his friends defeat [[BigBad Shaw]]. Actually, he's part of a larger conflict between humans and mutants, and he and his [[{{Magneto}} best friend]] are destined to become [[FriendlyEnemy reluctant arch-enemies]] in the oncoming war.
* YouAreBetterThanYouThinkYouAre: The film has a repeated line where Charles urges Erik to "be the better man" and work for more than just [[ItsPersonal revenge]]. Erik interprets this somewhat differently than Charles intended.
--> '''Charles''': There’s so much more to you than you know, not just pain and anger. There’s good in you too, and you can harness all that. You have a power that no one can match, not even me.
* YouAreNotAlone: Said in several forms by different characters, most directly when Charles says this verbatim to Erik after he rescues the latter from drowning.
* YouAreNumberSix: Erik Lehnsherr outs himself as a holocaust survivor to some Nazis he was amicably chatting with (and planning to kill). When they asked for the names of his parents, being from the same town, he answered that they "had no names--they were stolen from them" before showing his own concentration camp number. Violence ensues.
* [[YouGetMeCoffee You Get Me Ice]]: Emma is annoyed when Shaw sends her up on deck to get ice for his drink from a handy iceberg.
* [[YouKilledMyFather You Killed My Mother]]: The film gives us an example of someone avenging the death of their mother, when [[spoiler:Erik/Magneto kills Schmitt/Shaw despite agreeing with his Mutant Supremacist ideals because Schmitt killed his mother in front of him as a child]].
-->'''[[spoiler:Magneto]]:''' I want you to know I agree with everything you just said. We are the future. But, unfortunately... you killed my mother.
* YoungerAndHipper: This movie explores the younger (and more groovy) versions of Professor X, Magneto, Mystique and Beast with new actors playing the familiar roles.
[[/folder]]
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--> '''Charles''': Listen to me very carefully, my friend. Killing will not bring you peace.
--> '''Erik''': Peace was never an option.
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