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Film: X-Men: First Class

X-Men: First Class is the second prequel in the X-Men series set in 1962 during the Cuban Missile Crisis.

Before the mind-reading Charles Xavier (James McAvoy) was known as Professor X, he lived a privileged existence as a young brilliant Oxford graduate specialising in genetics, living with his shapeshifting adopted sister Raven (Jennifer Lawrence). Before he took the name Magneto, the metal-controlling Erik Lensherr (Michael Fassbender) 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 McTaggart (Rose Byrne) finds that Schmidt, now going by the name Sebastian Shaw (Kevin Bacon), 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 by no means a faithful adaptation), this film also incorporates elements of the originally planned but now scrapped film X-Men Origins: Magneto note .

Interestingly, this is also the first film in the series to not prominently feature Wolverine (aside from a very amusing 20-second cameo) even though Fox would soon follow up with 2013's The Wolverine.

Followed by X-Men: Days of Future Past.


This film provides examples of:

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     A-L 
  • Action Film, Quiet Drama Scene: The many quiet talks between Charles and Erik about the latter's past and potentials as well as their differing views on human-mutant relation clinch how tragic their fall-out and eventual parting is.
  • Adaptational Attractiveness:
  • Adaptational Villainy: Angel Salvadore is a member of the X-Men and New Warriors in the comics, but is depicted as a traitor and member of the Hellfire Club.
  • Adaptation Dye-Job: 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 dark brown hair as a younger man in this movie.
  • Adapted Out:
    • 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 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, he's accidentally crippled by Magneto.
  • Adaptive Ability: Darwin's Defense Mechanism Superpower. It does not make him as powerful as you would think.
  • Adorkable:
    • Charles and Hank, the former when he uses his nerdy knowledge to woo girls at bars and the latter when he's flustering over Raven.
    • The Man in Black. His face lights up when he sees proof of mutant-kind.
  • Adult Fear: 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.
    • invokedA bit of a foregone conclusion, but Charles and Erik's "beach divorce," even though it's 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 love you as you really are... or even that your entire race/ethnic group will be systematically hunted to extinction again.
    • For both Charles and Erik, seeing the friend that you loved like a brother become your enemy.
  • The Ageless:
    • Sebastian Shaw, whose energy-absorbing powers keep him young... somehow.
    • Also Mystique/Raven to a point, who ages at a very low 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 eighty years old, 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.
  • Agent Mulder: The Man in Black always believed in the existence of mutants and feels vindicated when Xavier reveals himself.
  • All the Other Reindeer:
    • 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 with his relationship with Alex, who acts this way toward him despite both being super powered. Hank has a visible mutation, while Alex doesn't.
  • All Your Base Are Belong to Us: The group move into the mansion in the first place when their previous HQ, a CIA compound, is attacked and destroyed by the Hellfire Club.
  • Alternate Character Interpretation. In-Universe. Charles tries to raise Hank's spirits by talking about The Strange Case of Dr. Jekyll and Mr. Hyde. 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.
  • Almost Kiss: Between Hank and Raven. Erik walks in and kills the mood.
  • Alternate History: What the ending seems to imply. The Americans and Soviets drop the Cold War to wage war against mutants.
    • Possibly an emergency truce in the face of a common enemy.
      • X-Men: Days of Future Past seems to Retcon this bit, implying that the government covered up what happened to avoid alarming the public. The Cold War still proceeds as it did in real life.
  • Amnesia Missed A Spot: 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.
  • Anachronism Stew:
    • The film is set during the Cuban Missile Crisis, but characters gleefully walk around in modern haircuts while warships (some of which weren't active in 62) fire Tomahawk cruise missiles at them.
    • In a slightly more minor example, Shaw/Schmidt plays La Vie en rose by …dith 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 60's, nobody ever comments on Angel's or Darwin's race.
  • Anchors Away: Magneto uses a telekinetically-controlled anchor to wreck the bad guy's yacht.
  • And I Must Scream: The death of 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.
  • Anti-Hero:
  • Anti-Villain: Magneto and Mystique become this at the end.
  • Ape Shall Never Kill Ape: Sebastian Shaw lightly scolds Emma, after she punts Erik off their yacht, that, "We don't hurt our own kind." 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..
  • Apocalypse How: Class 3a. Sebastian Shaw plans a species extinction (humans die in a nuclear holocaust, mutants inherit the Earth).
  • A Pupil of Mine Until He Turned to Evil: The mutants all train together as part a CIA team to fight Sebastian Shaw, but Angel Salvadore decides to join with Shaw, shortly after she is recruited by the program. At the end of the film Erik (Magneto) and Raven (Mystique), after defeating Shaw become the new Big Bads and turn against Charles Xavier, whose ideas about Mutant-Human relations differ from the ones they have, to form the Brotherhood.
  • Argentina Is Naziland: Magneto chases a Nazi to Villa Gesell, a city in Argentina. Even though what appears in the movie is an area of mountains and lakes - while the real Villa Gesell is a beach city, former hippie paradise.
  • Artistic License - Biology: 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.
  • Artistic License - Geography: There's a scene where Magneto 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 Perůn. So the mistake wasn't THAT big, but it was extremely hilarious for the Argentinian public.
  • Artistic License - Physics: 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).
  • Asshole Victim:
    • Honestly, who felt sorry for those two SS escapees in Argentina?
    • Sebastian Shaw when he's killed by Magneto near the end. Considering in his first scene alone he killed Magneto's mother right in front of his 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 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.
  • Attack Pattern Alpha
  • Badass:
    • Surprisingly, Charles Xavier is quite the Badass. He essentially 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 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 (Magneto) spends the whole first act hunting down and wiping out former Nazis, Beast is just plain cool and all the other team members fulfill their badass quotient in various awesome ways.
    • Moira McTaggart 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 virtually every guard in a secret CIA complex on his own in various awesome ways and Sebastian Shaw is 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.
  • Badass Bookworm: Xavier and Hank.
  • Badass in a Nice Suit: Sebastian Shaw, as well as his goons Azazel and Riptide.
  • Beethoven Was an Alien Spy: 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 World War III.
  • Being Tortured Makes You Evil: This sums up Erik Lehnsherr's a.k.a. Magneto's backstory, although his torture was not physical but emotional.
    • Well, the torture was both physical and emotional—"anger and pain", a room full of creepy sharp instruments, and that flash of something akin to sadistic dentistry—but it's the emotional aspect that seems to have broken him.
  • Been There, Shaped History: Mutants both caused and averted the Cuban Missile Crisis.
  • Berserk Button: Telling Magneto that men were "Just following orders." sends him into a murderous rage.
  • Betty and Veronica: While Raven may or 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 (human form) Mystique and Moira. Note that Mystique, who is the Veronica, is his childhood friend, normally a Betty characteristic.
  • Beware the Superman: The film ends by putting the world into such a setting. Up to then mutantkind is a very unnoticed breed but when 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.
  • Big Brother Instinct:
    • Darwin develops this for the younger mutant recruits, especially when Shaw attacked the CIA base. Unfortunately, this only gets him killed by Shaw when he tries to protect Angel from him.
    • Also Charles had this for Raven, being very concerned for hiding her appearance in public and telling her to her face that he didn't want anything to happen to her. However, his relationship to her Deconstructs this phenomenon as it caused him to become 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 ignore her very obvious crush on him. This in turn made Raven turn to Erik Lehnsherr as a mentor/love interest and eventually join him in his cause against humanity.
    • invokedArguably, Erik developed this for Charles. He went out of his way to protect Charles during the Cuban Missile Crisis, even stopping his attack on the American and Russian naval forces when Charles was shot.
  • Big Damn Heroes: A Moment Of Awesome: the boat just has a few meters left to go before total war between USA and USSR, and then the X-Men jet appears.
  • Big "NO!":
    • 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 Magneto pushes the coin through Sebastian Shaw's forehead.
  • Birds of a Feather: Initially between Hank and Mystique before the latter begins to accept her real appearance.
  • Black Dude Dies First: 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. His power to adapt to anything to survive really helped him.
    • Doubles as 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.
  • Bloodless Carnage: There was no blood when Shaw shot Erik's mother. Azazel's massacre of the CIA agents, Shaw's death and Charles getting shot also had either minimal blood or none at all.
  • Body Horror:
    • Hank McCoy's transformation involves him gasping and struggling with his limbs as they turn blue and furry and all mutated.
    • The death of Darwin.
    • Inverted with Mystique as a major part of her character arc involves her coming to accept her natural appearance.
  • Bilingual Bonus: 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 Soviet political officers were addressed.
  • Blatant Lies: 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.
  • Break the Cutie:
    • Charles Xavier. When the movie starts he's a friendly, happy-go-lucky, idealistic Oxford grad whose only interests are protecting his 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 work with a superhuman team to fight evil. During the climax, 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 adopted-sister figure all turn against him. By the end of the movie, his government is trying to hunt him down, his 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 starts off as the Adorkable love interest for Raven. Then he goes through a Karmic Transformation after telling Raven that society would never accept them for the way they really looked.
    • Raven starts off as an innocent Woman Child who turns into a villain by the end, after being harshly rejected by her love interest Hank and being repulsed by humans and Charles' ideals.
    • Erik as a child in the beginning 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.
  • Broad Strokes: They've outright said that they're giving story a much higher priority than continuity.
  • Broken Aesop: 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.
  • California Doubling: The small island near Cuba is actually Georgia's Jekyll Island with some palm trees.
  • Call Forward: See this page for more information.
  • The Cameo:
    • Wolverine, and given that PG-13 movies have only one "fuck" to use, the writers definitely chose the perfect scene to take advantage of it.
    • Also Rebecca Romijn, the original Mystique, 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 Cyclops.
  • Care Bear Stare: Xavier uses his telepathy to help Erik recall a happy memory from long ago in order to unlock the full potential of his powers.
  • Catch and Return: Magneto catches and then reverses a barrage of missiles. Sebastian Shaw's ability to absorb and release energy is also a form of this.
  • Chained to a Bed: Emma Frost, chained by the bed's metal railings. No points for guessing who did it and how.
  • The Charmer: Charles' charisma comes in the form of bubbly exuberance.
  • Chekhov's Gun:
    • The coin that Schmidt/Shaw gives to Erik, which Magneto later forces through Shaw's head.
      • Also foreshadowed when Erik 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.
  • Chekhov's Lecture: 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.
  • Chekhov's Skill: Almost doubles as Fridge Brilliance:
    [Erik asks Charles to help him train by shooting him point-blank]
    Erik: You know I can deflect it!
  • Chess Motifs: 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 adopted 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.
  • Chest Blaster: Havok, who uses a machine to harness his energy powers into one.
  • Chick Magnet: Charles has the attention of Amy (the blond woman with heterochromia—see the Funny Background Event 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).
  • Chummy Commies: The film depicts USSR and USA as Not So Different, since both are being fooled by Big Bad 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 Pragmatic Villainy and is definitively better than Shaw.
  • CIA Evil, FBI Good: The CIA isn't exactly evil, although most of its members certainly acted like Jerkasses.
  • Comic Book Movies Don't Use Codenames: 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 "Prof. X" is only used once in both the film and the series, near the end of this film, 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.
  • Comic Book Time: The film is definitely marketed as a prequel to the original 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 (Patrick Stewart was only 60 when the first film was released, and Ian Mckellen 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.
  • Coming-Out Story: Charles accidentally outs Hank as a mutant.
    Charles: Why didn't you say? ...Because you don't know. I am so, so terribly sorry.
  • Compliment Backfire: Erik tries to compliment Hank's Beast form, but Hank takes it as sarcasm. Erik is remarkably understanding about the mistake.
  • Composite Character: Sebastian Shaw mixes character traits associated with the comics version of that character (a wealthy Diabolical Mastermind with Energy Absorption powers) with those associated with fellow X-villain Mr. Sinister (a seemingly-immortal Evilutionary Biologist who experimented on Magneto in a Nazi concentration camp and believes that mutants are the key to world conquest).
  • Code Name: 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.
  • Cold War: The film is set during the Cuban Missile Crisis and the plot revolves around the Crisis being caused and then defused by mutants.
  • Continuity Cameo: Mystique tries to seduce Magneto. He tells her, "Maybe in a few years". She then shapeshifts to Rebecca Romijn, who plays her in the original trilogy.
  • Continuity Drift:
    • Dr. Hank McCoy makes his first appearance in a background cameo in X2: X-Men United, where he's a human-looking scientist being interviewed on a news program. When he appears in X-Men: The Last Stand, 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 Author's Saving Throw, X-Men: Days of Future Past reveals 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 X-Men: The Last Stand (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 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 X-Men: The Last Stand, 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 has her memories of Xavier erased at the end of the movie.
    • X-Men 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 1960's, and that he originally stole it from Sebastian Shaw.
    • X-Men Origins: Wolverine 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 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 adopted sister, and that Xavier has known her even longer than he's known Erik Lehnsherr.
  • Continuity Nod: The first scene with Erik in the camp is mostly identical to the first scene of X-Men, even down to some of the shots.
  • Continuity Snarl: The movie steps on the toes of almost all the previous movies (Matthew Vaughn admitted that it's an Ultimate Universe).
    • Xavier has his spinal injury much younger than he apparently did in either X-Men Origins: Wolverine or X-Men: The Last Stand, 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 
    • Magneto obtains the helmet from Shaw and Xavier is fully aware of how it blocks telepathy, in X-Men, Xavier is shocked at Magneto's helmet being able to block his telepathy.
    • And regarding the Cerebro montage, Cyclops is a teenager in X-Men Origins: Wolverine and in his late 30's/early 40's in the original trilogy, which, if one does the math, would put him at infancy or at most, toddler age in the early 1960's, 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.
    • 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 X-Men Origins: Wolverine 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 X-Men Origins: Wolverine 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 
    • In X-Men, 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 X2: X-Men United, talking to Sebastian Shaw, 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 X-Men, 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 X-Men 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 X-Men Origins: Wolverine. 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, 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 X-Men: The Last Stand (Kelsey Grammer was 51 during filming; meanwhile, X2: X-Men United Hank looks much younger.
    • Days of Future Past eventually solves the problem by providing a Cosmic Retcon that explicitly removes The Last Stand from continuity, and possibly all others than First Class. Word of God is that Origins: Wolveirne is also officially Canon Discontinuity since there is simply no way to fit it into the continuity of the prequels.
  • Contrived Coincidence:
    • 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?
  • Cool Boat: 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 the nuclear device he's hiding in the room full of mirrors.
    • Also it gets lifted out of the water by Magneto, so that's cool.
  • Cooldown Hug: Charles Xavier does this to Erik to save his life when he 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.
  • Cool Gun:
    • Moira MacTaggart 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.
  • Cool Plane: The Blackbird, of course.
  • Counting to Three: Having witnessed his metal-bending powers in moments of stress, Dr Klaus Schmidt calmly informs Erik Lensherr 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 Big Bad 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. He then uses his powers to slowly push it through Shaw's head and out the other side.
  • Cradling Your Kill: An interesting variation of this, which is more like "Cradling Your Cripple," happens when Charles Xavier receives his spinal injury. Moira Mc Taggert tried to shoot Erik (or Magneto) after his Face-Heel Turn and he ends up deflecting one of the bullets into Charles, hitting him in the lower back. Erik 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.
  • Create Your Own Villain: Played with. It's the Big Bad who creates the villain, not The Hero. Lampshaded in Shaw's final monologue, and in Erik's references to himself as Frankenstein's monster.
  • Crucified Hero Shot: Inverted. This happens twice (once to Emma Frost and again with Sebastein Shaw) and neither of them are heroes.
  • Cunning Linguist: 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.
  • Curb-Stomp Battle:
    • Shaw and his cronies' first attack on the CIA facility—the entire staff of the base is killed, almost entirely by Azazel repeating the same brutal tactic, one by one, on each human at the base, with no way to stop him until all are dead.
    • 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 Lensherr (Magneto) flying across the room several times by 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 a We Can Rule Together speech. Erik takes the opportunity to knock away Shaw's helmet, allowing Charles Xavier to paralyze Shaw with his mental abilities.
  • Cute Monster Girl: Mystique as a little girl when Charles first meets her.
  • Dare to Be Badass: Charles Xavier, one by one takes his motley crew of mutants and gets them to reach their true potential, none more memorable than Erik Lensherr. 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.
  • Darker and Edgier: The movie beats X2: X-Men United to the title of the most dramatic, heart-wrenching, and pessimistic in the series.
  • Dartboard of Hate: 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. This also serves as foreshadowing, since in the end of the movie Erik kills Sebastian Shaw in the exact same way.
  • Deadpan Snarker: Banshee. "Aw, I wanted to be called Mystique."
  • Death by Adaptation: Darwin and Sebastian Shaw.
  • Death by Irony: Sebastian Shaw. Magneto kills Shaw to avenge his mother's death at the hands of Shaw. This is made possible because Magneto had taken Shaw's helmet that was manufactured to protect Shaw from telepaths like Charles Xavier. Ironically, it was 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.
  • Death by Origin Story: Erik's mother.
  • Defence Mechanism Superpower: Darwin's power is... pretty much this trope alone.
  • Defied Trope: Jason Flemyng 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.
  • Deliberate Values Dissonance: "This, gentlemen, is why the CIA is no place for a woman!"
  • Description Porn: Hank does this with Cerebro.
  • Designated Bullet: 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.
  • Deus Exit Machina: In all the X-Men films, Professor Xavier is conveniently done away with before he can just use his telepathy to shut down the mind of the Big Bad (which he is more willing to do, unlike his comic book counterpart), this film approaches it differently; Sebastian Shaw has a telepathy-blocking helmet that protects him from Xavier from the start; at the climax, Erik steals the helmet, Xavier freezes Shaw's mind, Erik kills Shaw and declares himself the Big Bad. With Charles helpless to stop him, the two part ways to kick start the X-Men film franchise.
  • Diabolical Mastermind: Sebastian Shaw, who (mutant powers aside) wouldn't be terribly out of place as a James Bond villain.
  • Didn't Think This Through: Sebastian honestly believes that he can convince Erik to join him, despite being directly responsible for the death of his mother and knowing that he has spent his entire life hunting him down. Magneto even lampshades it in the end, stating that while he believes mutants are superior after all, there is absolutely no way he will ever forgive Shaw.
  • Did They or Didn't They?: 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.
  • Die or Fly: There are several examples. First, in a case of Die Then Fly, Dr. Schmidt threatens to shoot Erik Lensherr'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 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.
  • Dirty Communists: Subverted. Although many Cold War cliches are in place, Russians are not portrayed as intrinsically evil or bent on world domination. They plan to install their missiles in Cuba not as a part of some Evil Plan to destroy capitalism, but as a counterweight to US missiles in Turkey (not to mention that both countries are being bullied and manipulated by the Hellfire Club). And, most importantly, the final act shows that Soviet sailors are Not So Different from their American counterparts.
  • Dirty Harriet: In order to infiltrate a Hellfire Club private party, Moira McTaggert 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.
  • Disappointed In You: Although this is true pretty much any time Xavier isn't happy with anyone in any X-Men film, this film is played clearest: "I expect more from you."
  • Disposable Woman: 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 Start of Darkness. Although in this case itís actually a subversion, as the prologue to X-Men had already implied that both of Erik's parents died in Auschwitz, so his mother, but not his father was upgraded from "Disposable Parent".
  • Divide and Conquer: The Hellfire Club tries to do this by engineering the Cuban Missile Crisis.
  • Don't Think. Feel: A variation. Magneto 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 Tranquil Fury, rather than let his rage consume him.
    Xavier: The point between rage and serenity.
  • Doomed by Canon: Charles Xavier, Magneto, Mystique, Beast, and Moira MacTaggert have to survive, and Magneto and Mystique 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 X-Men Origins: Wolverine and the flashback in X-Men: The Last Stand).
  • Double Entendre: This line from Erik was referring to their mutant powers but could easily have another meaning as he and Charles were in a strip club talking to a stripper.
    Erik: We'll show you ours, if you show us yours.
  • Double Meaning Title
  • Downer Beginning: The film starts in a concentration camp.
  • Downer Ending: In so many ways. Charles is crippled and weary, loses his love interest because he erases her memory in order to protect her, and also loses his friend, Erik, as he becomes Magneto. And his adopted 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, the government is now hunting all mutants.
  • Dressing as the Enemy: 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.
  • Drink Order: It's subtle, but every time they're in a bar, Charles orders a cola, rather than alcohol, for Mystique, because he doesn't want her "slipping up" and exposing her true form.
  • Dropped a Bridge on Him: 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, 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.
  • Drunken Master: Although Charles Xavier doesn't gain any abilities from becoming drunk, his being drunk certainly doesn't hamper his abilities either, given his inebriated meeting with Moira MacTaggert. Does seem to hamper his skill with pick-up lines, though.
  • Dull Surprise: "What the hell did you put in my drink."
  • Early-Installment Weirdness: 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).
  • Enemy Mine: The ending implies that the Americans and Soviets had found a common enemy in the mutants.
  • Epic Fail:
    • 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 Just Following Orders!" He said that to a Holocaust survivor. Magneto's face and quiet voice show everyone just how utterly Xavier has failed to convince him, before he returns the missiles to sender.
  • Epic Flail: Erik tries to sink Shaw's ship with its own anchor.
  • Equal-Opportunity Evil: Sebastian Shaw's Hellfire Club is multiethnic, in contrast to the lily-white X-Men.
  • Establishing Character Moment:
    • 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 spearing the picture of Schmidt with the coin. Everything we need to know about how this man becomes 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 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 Mystique. 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 his happiness at finding other people who were different.
  • Even Bad Men Love Their Mamas: 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.
  • Even Evil Has Loved Ones: Erik grows to love Charles as a brother over the course of the movie, but that doesn't stop him from betraying his best friend or abandoning him.
  • Evil Costume Switch: After completing his Face-Heel Turn, Magneto dons his iconic Evil Overlord costume that he wore in the first issues of the comic book. Also, Mystique performs an Evil Costume Ditch after siding with Magneto.
  • Evil Mentor: Sebastian Shaw to Erik Lehnsherr, although the actual mentoring almost entirely takes place during the Time Skip. His final words are actually that he's so proud that Erik fulfilled his mutant potential, even though the latter has come to get revenge on Shaw.
  • Evolutionary Levels: All over the place, usually invoked by Shaw.
  • Explaining Your Power to the Enemy: Shaw's nice enough to explain his energy-absorbing powers to Colonel Hendry (and the audience), even noting how they make him ageless, before promptly using them to turn Hendry into a human firecracker.
  • Exposition of Immortality: There's Wolverine's cameo during the Xavier and Magneto seeking out mutant recruits montage; it's the 1960s, and Wolverine looks exactly like he has throughout the films.
  • Eye Scream: Azazel holds the point of his tail at a victim's eye.
  • Face-Heel Turn:
    • Angel joins the Hellfire Club when Shaw kills every human in the CIA building.
    • Arguably Magneto counts, going from being a cynical Anti-Hero friend of Xavier's to a genocidal Well-Intentioned Extremist 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.
  • Fake Defector: 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). 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.
  • Fake-Out Opening: The film begins at a Nazi Concentration camp in the 1940s, showing Magneto's childhood.
  • Fallen Hero: Erik Lehnsherr gets a more heroic treatment than usual, making him more of this trope than of the typical Anti-Villain 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).
  • Fandom Specific Plot: Fix Fics 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 Time Paradox.
  • Fanservice Extra: In addition to every major female character showing some skin at one point or another, the other girls in the Lingerie Scene at the Hellfire Club.
  • Fantastic Racism: Taken to new heights; 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.
  • Faux Affably Evil:
    • 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.
  • Femme Fatale: Emma Frost, who is then replaced by Angel. Mystique also starts to blossom into one.
  • Finger Poke of Doom:
    • 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.
  • Five-Bad Band: The Hellfire Club:
  • Five-Man Band: The original X-Men
  • Fix Fic: 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.
  • Flat Character: The Hellfire Club is very underdeveloped, Riptide having no lines at all and Azaezal 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.
  • Floating Head Syndrome: 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 Patrick Stewart and Ian McKellen respectively.
  • Foe Romance Subtext: Erik with Charles, to the point where Television Without Pity 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.
  • Follow the Leader: This was the first film made after the Marvel Cinematic Universe really began to take off (X-Men Origins: Wolverine was in pre-production beforehand) and it's closer to those films in tone and visual style than the other X-Men films.
  • Foregone Conclusion: It's sadly given that despite Xavier and Magneto starting out as best friends, Magneto's inevitable Face-Heel Turn will result in them becoming the leaders of two opposing mutant factions. Eventually Mystique will make a Face-Heel Turn of her own and become Magneto's 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.
  • The Foreign Subtitle: In Japan the filmís subtitle was changed from First Class to First Generation.
  • Foreshadowing:
    • When we see Magneto as an adult, he uses his powers to slam a coin at a picture of Shaw in the forehead. This is how he kills Shaw in their final confrontation, except much slower.
    • Also part Chekhov's Skill where Erik asks Charles to shoot him point-blank and when met with Charles' refusal, he states he can deflect it. This comes back at the end where Moira shoots at Erik 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". 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 "Jesus man, you're killing me!" Later, Shaw uses the energy absorbed from Havok's blast to kill Darwin.
  • Freakiness Shame:
    • 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.
  • Freeze-Frame Bonus: 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.
  • Funny Background Event: Combined with a Brick Joke, Amy (the first woman that Charles tries to pick up at the beginning of the movie) shows up at his graduation ceremony and smiles at him—then Moira McTaggart cuts in front to talk with Charles. Behind them, the blond woman leaves in a huff.
  • Futile Hand Reach: Magneto first manifests his power when he was doing this when a gate closes between him and his mother.
  • Future Shadowing: Charles Xavier is hilariously fond of the hair he loses by the time of the other films.
  • Genius Bruiser: Hank goes from being a Badass Bookworm at the beginning to being a Genius Bruiser toward the end. This is because he injected himself with something that utterly transformed his appearance.
  • Genre Shift: The film incorporates many elements of the Spy Fiction genre.
  • Give Geeks a Chance: Raven is incredibly forward with Hank. Unfortunately, he's too caught up in angsting over being a mutant.
  • Good Samaritan: Charles as a kid generously offers food and a place to stay to a hungry and homeless young Raven.
  • Gone Horribly Right: Sebastian Shaw wanted to awaken Erik's powers and turn him into a Person of Mass Destruction. Serves him right.
  • Gone Horribly Wrong: Hank's serum to allow him to change his feet to normal ends up transforming him into Beast. Doubles as Foregone Conclusion.
  • Grew a Spine: This is a big part of Raven's character development. The downside is she joins the wrong side in doing so, foresaking the only family she's ever known.
  • Hall of Mirrors: 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.
  • Have You Tried Not Being a Monster?: The film has been confirmed by Word of God to include gay-rights themes.
    • The GLBT metaphor is admittedly less subtle. Charles and Erik look like average humans and have 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. 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.
  • Heroic Bystander: 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 a drowning stranger.
  • Heroic Heelization Speech: Magneto has one of these when Sebastian Shaw tells him that 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 mother."
  • He Who Fights Monsters: 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 wearing the same helmet that 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.
  • Heterosexual Life-Partners: Considering that Charles' and Erik's friendship only lasted a few months, it was unusually intimate on an emotional level.
  • High Heel-Face Turn: Inverted: 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.
  • Hollywood Nerd:
    • 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, however.
  • Homoerotic Subtext:
    • According to co-screenwriters 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 Beta Couple:
      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.
    • James McAvoy 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.
  • Honey Trap: Emma Frost does this with the Russian general.
  • Hope Spot: For a second, you're led to believe that Darwin might just survive. Some fans posit that he did.
  • Hot Scientist: Charles Xavier, a very rare male version of the trope. He shamelessly uses his charm, looks and technobabble to pick up women at Oxford.
  • Hotter and Sexier: Who knew that Xavier was a charming, Pretty Boy cad or that Lenhnsherr was a brooding, Tall, Dark and Handsome "bad boy" during their youth? This film also provides the most scantily-clad females in the entire franchise.
  • Humans Are Bastards: 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 Superior Species, 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 Big Bad (Sebastian Shaw) is a mutant, as are his followers, so humans don't hold a monopoly on being bastards here.
  • Hypocrite:
    • Shaw says "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 adopted 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 
  • I Can Rule Alone: Erik Lensherr (a.k.a. Magneto) agreed with everything Sebastian Shaw said. But, unfortunately, Shaw killed his mother.
  • I Can't Feel My Legs: In a state of shock, 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 Foregone Conclusion. However, that does not make the moment any less of a Tear Jerker.
  • I Just Want to Be Normal: Hank's and initially Mystique's reaction to their mutant forms.
    "I'd give anything to just be normal."
  • I Kiss Your Hand: A non-romantic version with adopted siblings Charles Xavier and Raven/Mystique when Mystique has decided to leave with Magneto and the injured Charles kisses her hand in farewell.
  • In Love with Your Carnage: Sebastian Shaw bursts into laughter and shouts stuff like "Wonderful!" and "Excellent!" when Erik Lensherr (the boy who will become Magneto) slaughters all of Shaw's men and trashes his office. Later, they meet when Erik is an adult. Shaw honestly compliments him on how powerful he has become, even calling him his son.
  • I Want My Beloved to Be Happy: Platonic version—Charles sends Mystique off with Erik at the end, knowing it's what she really wants.
  • I Was Quite a Looker: This is shown to be the case with Charles Xavier (Profesor X) and Erik Lensherr (Magneto), as well as Hank McCoy (Beast). Not that Professor X and Magneto look that bad in their elder years...
  • If You Kill Him, You Will Be Just Like Him/You Kill It, You Bought It: Magneto kills Shaw and becomes the new face of the mutant revolution.
  • I Love Nuclear Power: 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 turn the Cold War nuclear, beliving that the radiation will wipe humanity out but spare mutants.
  • I'm Having Soul Pains: When Erik kills Shaw by slowly pushing a coin through his head Charles is in Shaw's head, keeping him from moving or using his powers. He shares all the physical pain of the entry wound as well as FEELING a mind die.
  • Impaled Palm: Erik Perp Sweating the ex-Nazi in Argentina.
    Erik: (reading what's engraved on the knife) Blood and Honor. Which would you care to shed first?
  • Imperial Stormtrooper Marksmanship Academy: When Havoc 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.
  • Improvised Training: Xavier uses whatever he can find on or near his estate to train young mutants.
  • In Name Only: The film has nothing to do with the 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 Knife Nut 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. This is not a bad thing, and as he original was so despised, the film gave the character a well welcomed overhaul.
  • Insane Troll Logic: 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).
  • Instant Death Bullet: Magneto's mother.
  • Ironic Echo:
    • "First, I'm going to count to three. Then, you're/I'm going to move the coin."
    • "Mutant and proud."
    • "Just following orders."
  • It Has Been an Honor: The commanders of the American and Soviet fleets both say this to their crews when 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.
  • It's Personal: Erik wants revenge on Shaw/Schmidt for killing his mother. One of the reasons it feels like Erik is the hero of the film.
  • Jack Bauer Interrogation Technique: Magneto interrogates a bank President by using his magnetic powers to pull out his dental fillings. Later he cracks Emma Frost's diamond body in such a way that 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 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."
  • Jerk Jock: Havok seems to be this to Beast.
  • Just a Kid: When Magneto, 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.
    Erik: No. They were kids.
  • Just Following Orders: 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 Oh Crap moment for the audience when he says it.
  • Just The Way You Are: 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 feels she should look more "normal" to gain acceptance within society.
  • Karma Houdini: 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). However, this may change if there are sequels to First Class.
  • Karmic Death: 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 Ironic Echo of what Schmidt said to taunt his victim.
  • Karmic Transformation: 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.
  • Kick the Morality Pet: The film includes a dramatic confrontation where Magneto is deflecting bullets from Moira McTaggart 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 Eric's face, then he decides it was Moira's fault (Xavier vocally disagrees and talks him down for the moment by playing on his guilt).
  • The Lancer: Erik to Charles for much of the film. Havok to Beast somewhat.
  • Laser-Guided Amnesia: Charles 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.
  • Laser-Guided Karma: Erik kills Shaw with the very coin he killed his mother over. Very slowly.
  • Lean and Mean: Magneto 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:
    • The film plays with leitmotifs quite a bit for foreshadowing. The X-Men theme plays heavily in Cerebro and X-Training and heartwarmingly shows up for Erik in Sub Lift, while Erik's theme forms the core of of Not That Sort of Bank and Frankenstein's Monster, before finally blasting into the bombastic Magneto at the end of the film. Mystique's theme shows up in Would You Date Me? and To Beast or Not to Beast.
    • "La Vie en Rose" for Sebastian Shaw.
  • Let's Get Dangerous: The newly recruited mutants panic when 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.
  • Light Is Not Good: Emma Frost, (scantily) clad in white and able to turn her body into a mass of shining diamonds, but she has no discernible morals.
  • Like Brother and Sister: 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 adopted sister.)
  • Lingerie Scene: Moira's Hellfire Club infiltration technique. And Emma Frost in most of her scenes.
  • Little "No": 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.
  • London England Syndrome: Moscow, Russia. (Even though in 1962 it should have been "Moscow, USSR".)
  • Love Triangle: 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 appearance just the way it is.

     M-Z 
  • Macross Missile Massacre: 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 complimentary shelling thrown in. Of course, at that point Magneto has just recently developed his control over his own power, so one can imagine what a spiteful Magneto was going to do right after.
  • Mad Doctor: Well, the film does start in a Nazi camp.
  • Make Me Wanna Shout: Banshee. In an unusual variation, this includes the power of flight, by bouncing sound waves off the ground back into a wingsuit.
  • Manipulative Bastard: 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.
  • Manly Tears:
    • Both Charles Xavier and Erik Lehnsherr do this in a rather touching scene where the younger Magneto 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 parents on welcoming in their Sabbath.
    • After Charles 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 Manly Tears on his part. It's an indicator of how the two men have grown apart that Erik's face just blanks of emotion in response.
  • Marquee Alter Ego: Both Mystique (now played by Jennifer Lawrence) and Beast (Nicholas Hoult) spend more time in human guise than in their blue skinned/furred forms.
  • Master Race: How Sebastian Shaw and Magneto see mutants as a whole.
  • Meaningful Echo:
    • 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 only obeying orders (re the Final Solution). 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.
  • Meaningful Look: Charles and Erik exchange numerous glances throughout the movie, which are indicative of their closeness.
  • Men Don't Cry: Averted with both Charles and Erik, who cry visible Manly Tears.
  • Mental Affair: Emma Frost uses a Jedi Mind Trick 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.
  • Mentor Archetype: Sebastian Shaw to Magneto. Professor X to the team. Magneto to Mystique.
  • Mind Rape: Emma Frost uses her telepathy to bring out Erik's memories of being tortured by Sebastian Shaw as a child in Auschwitz.
  • A Minor Kidroduction: The film starts with Charles Xavier and Mystique as children, and recaps young Magneto in the concentration camp.
  • Misfit Mobilization Moment: 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.
  • Mistaken for Spies: 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.
  • Mood Whiplash: Some reviewers commented that the movie's exploration of serious themes (racial prejudice, the morality of revenge, Nuclear War, etc.) doesn't mesh well with over-the-top and somewhat goofy superhero and Spy Fiction tropes.
  • Mook Carryover: Magneto inherits Sebastian Shaw's henchmen after his Face-Heel Turn.
  • Mook Horror Show: 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.
  • Morally Bankrupt Banker: Erik interrogates a Swiss banker - whose bank is responsible for storing Nazi Gold - on the location of a high-ranking former Nazi.
  • The Mountains of Illinois: Magneto seeks the guy who killed his mom on the concentration camp in Argentina. The name they give is Villa Gessell - but while they show a Bariloche-like mountain city, it is a beach.
  • Movie Superheroes Wear Black: This an Averted Trope. 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.
  • Ms. Fanservice: Every female character in the film qualifies.
    • January Jones of Mad Men fame as Emma Frost.
    • Jennifer Lawrence 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.
  • Mugging the Monster: 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.
  • Mundane Utility: Shaw makes Emma Frost use her ability to turn into diamond to chip off an ice cube for his drink.
  • Mythology Gag:
    • 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 .
    • 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 adopted 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 Nazi Gold 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.
  • The Name Is Bond, James Bond: Charles introduces himself to Amy in this manner.
    Charles: The name's Xavier, Charles Xavier, how do you do?
  • A Nazi by Any Other Name: 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" Lensherr, 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 get revenge for killing his mother.
  • Nazi Gold: Erik lays his hands on some Nazi gold and even trolls a Swiss bank manager with it.
  • Nazi Hunter: 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.
  • Nerds Are Sexy: Charles Xavier turns his knowledge of genetic mutation into a successful pick-up line. It also helps that he can read girls' minds to "guess" their favorite drink.
  • Never My Fault: Erik blames Moira for 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 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 WHO is responsible for his descent is a bit more valid of a Freudian Excuse than usual, even if it ends up with him being Not So Different, up to the point of agreeing with the primary target of his hunt.
  • Nice Job Breaking It, Hero: Charles and Moira do this to each other.
    • Moira desperately shoots at Erik, forcing him to deflect the bullets, one of which paralyzes Charles right next to him.
    • Charles 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 Deliberate Values Dissonance).
    • Charles trains Erik, helping him improve his power. This backfires when he decides to turn into Magneto.
    • Had Charles and Hank shown acceptance for Raven's true form, she might not have teamed up with Erik.
  • No Body Left Behind: Darwin is vaporized immediately by the blast he took, and one of his teammates even said, "We can't even bury him."
  • No More for Me: After seeing Riptide demonstrate his power, Hendry's reaction is to ask what the hell Shaw put in his drink.
  • Nobody Touches the Hair: 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.
  • Not Even Bothering with the Accent: Michael Fassbender and Kevin Bacon make no attempt to make their characters sound German when they speak English. Possibly Justified in that both are established Cunning Linguists.
  • No, Except Yes: 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.
  • No Name Given:
    • 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.
  • Non-Uniform Uniform: According to the "Children of the Atom" behind-the-scenes documentary this was done purposefully, not only because the comics did so 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.
  • No Sell:
    • 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. In the climax, he enters a psychic-proof chamber in his submarine, and he still wears the helmet. This turns out to be a perfectly sensible precaution.
  • Not So Different:
    • When Erik/Magento confronts the villain Sebastian Shaw at the end:
    Erik Lehnsherr: If you're in there, I'd like you to know that I agree with every word you said. We are the future. But unfortunately, you killed my mother.
    • Later when Xavier is shot and Erik/Magneto is speaking to him, the following conversation takes place:
    Erik Lehnsherr: 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: 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 It Has Been an Honor moment where Magneto fires their missiles back at them.
  • Not Quite Flight: Banshee.
  • Not Wearing Tights: 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.
  • Obviously Evil: Azazel. He's designed pretty much like mainstream depictions of Satan.
  • Oh Crap:
    • 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 when Magneto raises it out of the ocean.
    • 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 what made it famous, the moment when the last line in Charles's 'please don't kill those people' speech to Erik is "they were just following orders."
  • Older than They Look: 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 Energy Absorption powers. Raven also looks 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 in a slower rate.
  • Only Friend:
    • 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.
  • Ooh, Me Accent's Slipping:
  • Origins Episode
  • Out-of-Character Alert: How kid Xavier pierces kid Mystique's disguise at the beginning of the film. Well, that and the telepathy.
  • Oxbridge: Oxford is the alma mater of Charles Xavier. There are several Oxford scenes, shot on location. It is clear, however, that the writers did not do the research, as Xavier's claim that you don't get to be called a professor unless you have a teaching position is utterly untrue in context; 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 Xavier's position would either be a Junior Research Fellow or, if so elected by his college, a Don.
  • Patrick Stewart Speech: 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."
  • Pay Evil unto Evil: 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 he gives Shaw a very Karmic Death - the film clearly intends it to be a Jumping Off the Slippery Slope 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 Charles has at this point), and it's a substantial part of what ultimately separates them.
  • Pet the Dog: 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.
  • Period Piece: 1962. Groovy.
  • Person of Mass Destruction: All of the mutants to a degree, but explicitly emphasized as Sebastian Shaw's primary power—he can absorb energy... all kinds of energy. This makes him effectively bullet-proof, rocket and grenade-proof, and can even absorb the energy of your punches, no matter how strong you are. He also states that he is effectively immortal. Finally, he can absorb enough energy to simulate a nuclear bomb blast... and presumably come out the other side unharmed.
    • Havok considers himself to be this trope, only, unlike Shaw, he's not too thrilled about it so much so that he's a complete shut-in by the time Xavier discovers him.
    prison warden: "First guy I ever met who actually prefers solitary confinement."
  • Prequel
  • Prevent The War: Charles Xavier and Erik Lensherr must stop Sebastian Shaw, who is playing both the United States and the Soviet Union into starting World War III.
  • Psychic Block Defense:
    • 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.
  • Psychic Strangle: A variation. When Moira attacks Eric, he deflects the bullets she fires, one of which hits Charles in the back. In a rage, Eric magnetically uses a metal necklace chain to strangle her, but Charles manages to talk him down.
  • Pietŗ Plagiarism: Erik cradling a wounded Charles on the beach.
  • Piggybacking on Hitler: 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 (Master Race and all that stuff) in very high esteem, and later adapts the ideology for mutant use.
  • Playing Both Sides: Sebastian Shaw cunningly manipulates both the USA and the USSR, exploiting the vices and vanity of their military elite to provoke World War III.
  • Please Put Some Clothes On: 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 she briefly impersonates Shaw.)
  • Plot Tailored to the Party: 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 Make Me Wanna Shout 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 when Mystique tricks him by turning into Shaw. Banshee and Havok team up to fight Angel.
  • Politically Correct History: To some extent. Sexism is still present, but the racism of the era is glossed over.
  • Power Creep, Power Seep: 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 Mooks and other mutants to do his dirty work. In this movie he can absorb all kinds of energy, including Havok's blasts and nuclear radiation, and if he has limits they're set high enough to make him a credible threat to Magneto.
  • Power Limiter: Erik observes that Mystique's physical strength is effectively halved because she is concentrating on maintaining a human appearance. This explains her tendency to 'decloak' for her fight scenes in the original movies.
  • The Power of Love: 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.
    • The Power of Hate: 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.
  • Power Perversion Potential:
    • 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.
  • Precision F-Strike: During a montage of Charles and Erik finding and recruiting other mutants, their search bring them into a small, dingy bar where Wolverine has no interest in their offer. Doubles as a Crowning Moment of Funny. Not only the actor himself said he mostly accepted because of his line, but Rebecca Romijn said she wanted it in her cameo too.
  • Present Day Past:
    • 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..."
    • The Macross Missile Massacre 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 Gottlieb's Fun Land, which came out six years after the movie's events.
  • Pretty Boy: Appearance-wise, Charles 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 even calls him "adorable" when Charles tries the Cerebro machine for the first time.
  • Pretty Little Headshots: That coin did make a pretty smooth journey through Shaw's head. Scarier when you realize that Erik is probably very aware of the fact that he's causing excruciating sympathy pain for Charles.
  • Product Placement: When in training at Xavier's mansion most of the X-men wear PF Flyers.
  • Protagonist Journey to Villain: For Magneto.
  • Pstandard Psychic Pstance: Seems to be a personal favorite for Charles.
  • Psychoactive Powers: Erik's control of his abilities is directly linked to his emotions. See Tranquil Fury below.
  • Ragtag Bunch of Misfits: How the CIA (and, for that matter, Charles and Moira) view the first generation of young X-Men.
  • Ransacked Room: After Beast transforms into his blue furry form.
  • Ready for Lovemaking: Erik walks into his room and finds a naked Mystique lying in his bed. When he says, "Maybe in a few years," she responds by shifting her appearance to that of an adult woman.
  • Reality Retcon:
    • Did you know 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!
  • Red and Black and Evil All Over:
    • 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 Lensherr has adopted a red vest and helmet with black pants and cape, as his Evil Costume Switch to become Magneto.
  • Red Oni, Blue Oni: Erik and Charles.
  • Related In The Adaptation: 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.
  • Resist The Beast: Inverted, when Professor X tells Henry 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 Bond Girl costumes to the BBC science documentary-like credits sequence.
  • Roaring Rampage of Revenge: Erik's initial mission was to hunt down and kill Shaw and his Nazi underlings.
  • Rule of Sexy: Most (if not all) fans expected the young Professor X to be bald in this movie, but the studio wanted James McAvoy to keep his hair in order to retain the actor's sex appeal.
  • Sensible Heroes, Skimpy Villains: 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.)
  • Sensitive Guy and Manly Man: Charles and Erik display this, in their physique as well as their philosophies and methods.
  • Sequel Hook: The film ends with Erik becoming Magneto for the first time and busting Emma Frost out of prison.
  • Sexy Backless Outfit: Angel favors backless dresses for her wings.
  • Shapeshifter Swansong: 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. Or did it...? The comic book version of Darwin survived having his entire body destroyed, and eventually generated a new one.
  • Sharp-Dressed Man:
  • Shooting Superman: Magneto isn't bulletproof, but he can deflect any metal projectile he knows is coming. 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. 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.
  • Shout-Out:
    • Many homages to old Spy Fiction, most obviously early James Bond movies.
    • A neon sign at a bar says "Marv's Beer," a reference to writer Marv Wolfman.
    • The Oxford pub, 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 Shown Their Work, since Las Vegas in the 60's and 70's 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 another superhero...
    • When Hank first demonstrates his power, he ends up 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 Dark City when Rufus 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 Neo to Obi-Wan Kenobi.
    • "Beast, open the bomb bay doors!"
    • Shaw is made of this, what with his "children of the atom" comments, his Hannibal Lecture to the kids where he tells them they can 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 helmet.
    • According to the comic book writers who originally named it, the Hellfire Club was inspired by an episode of the 1960s TV series The Avengers. Which, of course, shared its title with the other major Marvel superhero team of the 1960s, The Avengers.
    • The war room is almost identical to the one from Dr. Strangelove.
    • Shaw wears a 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.
  • Shown Their Work: 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 Call Forward.
  • Shut Up, Hannibal!: One of the more unique examples of this. Magneto cuts off Sebastian Shaw's attempt at a Break Them by Talking ... by agreeing with him...but then explaining that his We Can Rule Together offer is never going to happen because "Unfortunately, you killed my mother." He then kills him. Brutally.
  • Shut Up, Kirk!: 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 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: '(frowns and turns)'' "I've been at the mercy of men "just following orders". Never again.
  • Single Tear: After he gets shot, Charles Xavier only sheds one noticeable tear which is partly because of his injury but largely because he is forced to tell Erik that no, they really do not want the same thing, and knows that this realisation will push his friend away for good.
  • Sir Not-Appearing-in-This-Trailer: Kevin Bacon is barely in any of the promotional materials despite having a prominent role as the main villain of the film. He's barely recognizable on the very crowded poster and doesn't seem to be in any trailers or commercials.
  • Sixth Ranger Traitor: Angel, Mystique and Magneto.
  • The Sixties: Many iconic features of the period including the Cuban Missile crisis, the slang and the occasional James Bond Shout-Out. Lots of elements are very recognizable to anyone who's studied design or architecture. Mies' Barcelona chair is used appropriately for once!
  • Slasher Smile: Shaw gives one when he thinks he's convinced Erik to join him.
  • Slash Fic: After the film got released, the entire internet exploded with Magneto/Professor X fics. It doesn't help that the actors, James McAvoy and Michael Fassbender, got on board as well and teased about it in interviews.
  • Slipping a Mickey: 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.
  • So Proud of You: During Shaw's final words to Erik, he compliments his former pupil on becoming such a powerful and superior mutant since he last saw him, and says that he makes him proud. This would be endearing if only it didn't come from Erik's Evil Mentor and murderer of his mother.
  • Soviet Superscience: The telepathy blocking helmet that stymies Xavier in every movie is apparently of Russian make.
  • Spandex, Latex, or Leather: 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 Magneto in the ending.
  • Spoiled Sweet: Charles is filthy rich and he is a gentle, caring person.
  • Start of Darkness:
    • Magnet.
    • The film depicts Mystique as an insecure young woman looking for a purpose...And she finds it.
  • Strawman Has a Point: In-universe. Sebastian Shaw carries a mutant supremacy message that Magneto ultimately embraces.
  • String Theory: Erik has a minor one on the wall before going to the 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).
  • Superhero Movie Villains Die: Sebastian Shaw is killed by Magneto forcing a coin through his brain. Shaw's minions join Magneto.
  • Superpower Lottery:
    • 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 Energy Absorption is set so high and is so versatile that not even Erik can hold him once he's absorbed the power of a Nuclear Reactor. He cannot be punched or shot as he nullifies kinetic energy, and he's Genre Savvy enough to have crafted a helmet that completely blocks Charles' telepathy.
  • Surprisingly Good Foreign Language: Magneto and the Nazis he encounters (and, a bit later, kills) in the bar speak surprisingly good German. The actor playing Magneto (Michael Fassbender) was born in Germany and the actors playing the Nazis are most likely German.
  • Swiss Bank Account: Where Sebastian Shaw keeps his ill-gotten gains.
  • Take Over the World: Shaw's ultimate goal.
  • Taking You with Me:
    • What Bob Hendry tries to do with Shaw with a grenade. 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 Tele-Frag trick, grabbing hold of him so they'll die together if Azazel doesn't teleport to safety.
  • Tele-Frag: Azazel uses the "100 feet up" variant quite a bit.
  • Tempting Fate: "Gentlemen, this is why the CIA is no place for a woman." Cue huge crash as Emma Frost is busted out of her cell.
  • That Came Out Wrong: The loud-and-clear message of Xavier's Oh Crap face after "they were just following orders". Played for Drama.
  • That Man Is Dead: The film ends with Erik outright proclaiming that he prefers his new moniker: Magneto.
  • There Was a Door: Combined with The Door Slams You. Magneto has to get into a submarine guarded by Riptide, so Magneto tears out part of the metal hull on top of him.
  • Those Two Bad Guys: Azazel and Riptide.
  • Throwing Your Sword Always Works: Erik Lensherr 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.
  • Timeshifted Actor: This is done in the film, along with a Flashback with the Other Darrin with the new young Erik. James MacAvoy and Michael Fassbender take over from Patrick Stewart and Ian McKellen as the young Charles Xavier and Magneto. The young Mystique is played by Jennifer Lawrence, 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.
  • Too Dumb to Fool: 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.
  • Token Evil Teammate: Erik.
  • Took a Level in Badass: The mutant kids after their training. Plus several levels for Hank after he injects himself with his serum.
  • The Tooth Hurts: Erik Lehnsherr uses his powers of magnetism to forcibly extract a Nazi sympathist Swiss banker's metal fillings as an interrogation method.
  • Tragic Bromance: A variation of this happens, Magneto and Professor X form a close friendship, but ultimately part because of a major difference in ideals. Notably, neither is killed, although Xavier does sustain a permanent injury that leads to Magneto cradling his cripple.
  • Tragic Keepsake: Erik's Nazi coin.
  • Trailers Always Lie: The TV spots imply Charles's pointing a gun at Erik as a threat; it's from a scene where they're training together.
  • Trailers Always Spoil: 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.
  • Training Montage: When Xavier trains the mutant youngsters to properly use their powers.
  • Tranquil Fury: Erik's powers are manifested through anger, until Charles helps by telling him "true focus lies somewhere between rage and serenity."
  • Translation Convention: 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.
  • Traumatic Superpower Awakening: Erik is originally only able to use his powers when extremely angry. The first two times, it involves maternal separation.
  • Two Shots From Behind The Bar: This trope came up, when Erik hunts down former Nazis. As he controls metal, it failed even worse than the example in X-Men.
  • The ‹bermensch: Sebastian Shaw's ideal of a mutant.
  • Ungrateful Bastard: Minutes after the mutants single-handedly prevent World War III, the military tries to kill them since they were deemed too dangerous.
  • Unlucky Childhood Friend: 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 can't see her as anything but a sister and someone to protect.
  • Used to Be a Sweet Kid: 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 Charles get shot, yet that doesn't stop her from going over to the dark side.
  • Verb to This: Shaw to Darwin, before killing him. Specifically: "adapt to this."
  • Villainous Cheekbones: Both Shaw and Erik have defined and hard facial features compared to Charles' soft baby face.
  • Villain Protagonist: Magneto.
  • Visionary Villain: 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 Take Over the World, 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 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.
  • The Voiceless: Riptide has no dialogue in the film and Azazel has only a few words although it doesn't stop either from being Badass.
  • Wall of Weapons / To the Pain (meta version): Young Erik Lensherr meets Dr Klaus Schmidt in his 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.
  • We Can Rule Together:
    • 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 killed Magneto's mother in the concentration camp, so Magneto kills him and takes up his "mutant vs. human" crusade 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.
  • We Used to Be Friends: 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.
  • What Happened to the Mouse?: The Hellfire Club is never mentioned or seen again after the early sequence where CIA operative Moira McTaggart (who is investigating it with a colleague) sneaks in and witnesses Emma Frost and Azazel reveal their powers in front of an American general.
  • What the Hell Is That Accent?: Seriously, Erik's accent is all over the place. Although, considering his background, this could be justified.
  • Where Does He Get All Those Wonderful Toys?: The film attempts to do this for the technology seen in the original X-Men 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.
  • Wide-Eyed Idealist: 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.
  • William Telling: Charles Xavier and Hank McCoy have to help Alex Summers, better known as Havok, to master his energy-blasting ability, which leads up to both of them standing beside his target during the final practice... but not before backing off a little.
  • Woman in White: Emma Frost wears a variety of revealing white ensembles throughout the movie. She looks good.
  • The Worf Effect: 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.
  • World of Badass: A grand majority of the characters have flashy superpowers or kick butt in different ways. Almost inevitable for a film based of Marvel comics.
  • World War III: 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.
  • Worst Aid: 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 his ultimate paralysis.
  • Wrong Genre Savvy:
    • Bob Hendry assumes that Shaw will kill him once he gets what he wants, and prepares for it. 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 Silver Age Science Fiction story that will easily be resolved once he and his friends defeat Shaw. Actually, he's part of a larger conflict between humans and mutants, and he and his best friend are destined to become reluctant arch-enemies in the oncoming war.
  • You Are Better Than You Think You Are: The film has a repeated line where Charles urges Erik to "be the better man" and work for more than just revenge. Erik interprets this somewhat differently than Charles intended.
    Charles: Thereís so much more to you than you know, not just pain and anger. Thereís good in you too, and you can harness all that. You have a power that no one can match, not even me.
  • You Are Not Alone: Said in several forms by different characters, most directly by Charles to Erik the first time they meet.
  • You Get Me Ice: Emma is annoyed when Shaw sends her up on deck to get ice for his drink from a handy iceberg.
  • You Killed My Mother: The film gives us an example of someone avenging the death of their mother, when Erik/Magneto kills Schmitt/Shaw despite agreeing with his Mutant Supremacist ideals because Schmitt killed his mother in front of him as a child.
    Magneto: I want you to know I agree with everything you just said. We are the future. But, unfortunately...you killed my mother.
  • Younger and Hipper: "It's a very groovy mutation."

Charles: Listen to me very carefully, my friend. Killing will not bring you peace.
Erik: Peace was never an option.

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