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Film: X-Men: First Class

A prequel to 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, Dr Klaus Schmidt. The year is 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 .

Followed by X-Men: Days of Future Past.


This film provides examples of:

    open/close all folders 

     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.
  • Adaptation Dye-Job: In the comics, Magneto had white hair for the majority of his adult life. In the films, Magneto was only introduced with white hair because (without Comic Book Time on the writers' sides) he had to be introduced when he was well into his 70s. Here, he's shown to have been Tall, Dark and Handsome as a younger man.
  • 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.
  • Adult Fear:
    • 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. A bit of a foregone conclusion, but Charles and Erik's "beach divorce", even though it's only a metaphorical divorce, (metaphorical) 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: Oliver Platt's nameless character, who becomes the Reasonable Authority Figure.
  • 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 secret CIA base, rarely noticed even within the company, gets successfully invaded. Twice.
  • Alternate Character Interpretation. In-Universe. Charles tries to raise the now-Beast Hanks' 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, and thus Hank shouldn't worry about being a bad guy but should instead just embrace his new-found confidence and freedom. Given that, in the story, 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, and since 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.
  • Amnesia Missed A Spot: At the end, Xavier (at least apparently) 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.
  • 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: Magneto is one before Jumping Off the Slippery Slope and becoming a full-fledged Villain Protagonist.
  • 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: Sebastian Shaw plans a species extinction (humans die in a nuclear holocaust, mutants inherit the Earth).
  • Argentina Is Naziland: Specifically, Villa Gesell.
  • Artistic License - Biology: OK this is and X-Men movie, but still. The other movies or the comics mostly feature semi-coherent fictional theories that only serve to justify the plot. That one contains what is just totally wrong information, exposed 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.
    • The theory of the superior homo sapiens brutally exterminating homo neanderthalensis has been debunked for ages. There were probably conflicts but also collaboration and it has been irrefutably proven that the two species interbred and we descend from both.
      • Well, the film did take place during the sixties...
  • 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?
    • The death of Shaw himself. While it's ultimately what signifies Magneto's Face-Heel Turn, it's not like he didn't deserve punishment. Doesn't change the fact that he didn't deserve death (like every human being), to say nothing about the gruesomeness.
    • 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: Erik and his execution of his revenge plot (and the sub lift, of course) qualify. In fact, this is an X-Men movie, so standard Badass Crew tropes probably apply.
  • Badass Bookworm: Xavier and Hank.
  • Badass in a Nice Suit: Sebastian Shaw, as well as his goons Azazel and Riptide.
  • Being Tortured Makes You Evil: Pretty well sums up Erik's backstory. Well, Being Tortured And Seeing Your Family And Friends And Everyone You Know Killed Makes You Crazy, at least.
    • For a certain value of crazy.
  • Been There, Shaped History: Mutants both caused and averted the Cuban Missile Crisis.
  • Berserk Button: "Just following orders."
  • Betty and Veronica: While Mystique may or may not have feelings for Charles, her attention soon turns to sensible Hank (who prefers her human form) and enigmatic Magneto (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.
  • Big "NO!":
    • When young Magneto 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 is the first mutant to die (and the only person on the team who dies), even though his powers are all about survival. Presumably there was a limit to what he could take.
    • 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.
  • Body Horror:
  • 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.
  • 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 Erik's hands and 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.
    • Several of the characters go through this treatment. 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. Also, Erik as a child in the beginning scenes, as 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: See Unfortunate Implications. 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) still end up with the bad guy, and the good guys are all white. The special occurrence here is that the bad guys take the Aesop to heart, but only pertaining to their race, while the good guys take it to heart for all people, but can't give the ethnic aliens the revenge they crave.
  • California Doubling: The small island near Cuba is actually Georgia's Jekyll Island with some palm trees.
  • Call Forward:
    Military Official: I've seen this before at a magic show. Are you going to ask us to think of a number between one and ten now?
    Charles: No, Agent Stryker, although I could ask you about your son, William, who you were thinking about, which is very nice.
    • And this gem:
      Charles: Next thing you know, I'll be going bald!
      • Before that, there's the scene where 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.
      • The above statements are doubly ironic given the fact that anyone who knows Charles real backstory knows that he should ALREADY be bald. He lost all of his hair in his early to mid teens specifically because of his burgeoning telepathic powers.
    • Magneto rejects Mystique's human disguises and tells her she looks perfect in her mutant form. In X3, when she is hit with the cure and reverts to her human form, Magneto abandons her - saying "She used to be so beautiful."
    • Xavier's pick-up line, '[Mutation] has enabled us to evolve from a single-celled organism into the dominant species on the planet,' comes directly from the voice-over at the beginning of the first X-men movie.
    • Xavier flirts with a girl who has heterochromia - each eye a different colour. In X2, Jason Stryker also has heterochromia.
  • The Cameo:
    • Wolverine, and given that PG-13 movies have only one "fuck" to use, they definitely chose the right place to use it.
    • Also Rebecca Romijn, the original Mystique, who briefly appears when Mystique 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.
  • Canon Discontinuity: The movie steps on the toes of almost all the previous movies (Matthew Vaughn admitted that it's an Ultimate Universe). For example, Xavier has his spinal injury much younger than he apparently did in either Wolverine or 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.
      • It is possible the two could have, at least temporarily, resolved their differences long enough to build Cerebro in the mansion together. This could also explain why they're still somewhat chummy at the opening of X3.
    • The first movie is also contradicted when Xavier first meets Magneto, which he claimed happened when he was 17, while Hank's transformation into Beast happens years before his cameo in the bar scene in X2: X-Men United.
    • 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 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.
    • 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 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 Wolverine.
      • Emma in Origins was later retconned by the time of First Class' release via Word of God to be a separate character with some similar powers. It's likely Xavier, once he saw her powers, made note of a resemblance, but similar powers in different mutants is not unheard of.
    • Days of Future Past will attempt to bridge the two series back into the same canon, presumably in response to "is this a reboot or prequel?" confusion from moviegoers.
  • 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.
  • Casting Gag: In the comics, Magneto is a German Jew whose family emigrated to Poland in late 1938, but for a time Marvel turned him into a Sinte from the Danzig (Gdansk) Free State, until that was revealed to have been a deception. Michael Fassbender is half German Jewish on his father's side and half Irish Traveller (from Ireland, to boot) on his mother's.
  • 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.
  • Chekhov's Gun: The coin that Schmidt/Shaw gives to Magneto, which Magneto later forces through Shaw's head
    • Turns into a Logo Gimmick when a young Erik Lensherr twirls the coin between his fingers, and the movie's logo appears on said coin.
    • Also foreshadowed when Erik impales a drawing of Shaw's head with it earlier in the film.
  • Chekhov's Lecture: Xavier reading from the thesis on the Neanderthals wiping out the Co-Magnons. 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: It's subtle, but when Erik and Charles are playing chess the evening before the big battle, the one move we see is his king capturing Charles' queen, foreshadowing Raven joining him at the end of the film. And the chess game is almost directly followed by scenes showing that Erik is able to understand Raven, while Charles is...not.
    • This also counts as a subtle Mythology Gag, when you remember that the Hellfire Club from the comics (who the movie's villains are loosely based on) were known for their heavy use of Chess Motifs.
    • It could also be a call forward to the final scene of the first film, which featured the same two characters playing chess, or a Mythology Gag referencing their future roles as the Chessmaster-style leaders of two opposing teams of mutants.
  • Chest Blaster: Havok's "training wheels" are designed as one.
  • Chummy Commies: The USSR is portrayed as Not So Different from the USA, both being fooled by Shaw and convinced they are under attack.
  • 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: The movie's version of Sebastian Shaw is a composite of Shaw and Mr. Sinister. He combines Shaw's powers, personality, and slick businessman persona with Mr. Sinister's immortality, history with the Nazis, and obsession with mutant genetics.
    • The aspect of his powers allowing him to release the energy that he absorbs in an offensive manner was not part of his comic counterpart's abilities. This is more in line with the way that the powers of the separate comic character (and X-Men team member) Bishop worked.
      • There's some All There in the Manual (or Loophole Abuse, if you want to be really picky) stuff going on in regards to Shaw's powers, since the Handbook of the Marvel Universe doesn't state that he can't use them in the same manner that Bishop does. His little trick with the nuclear reactor is very much canon, however: If Shaw takes on too much power and doesn't release it, he'll explode. The comics version would never do so on purpose the way the film version does, however.
  • Code Name: This film tells us where some of them came from.
  • Cold War: The setting of the movie and the source of the main plot.
  • Continuity Cameo: Rebecca Romijn showing up as an "older" Mystique.
  • 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: See Canon Discontinuity above. At the very least this movie takes a Broad Strokes approach to the other movies in the series, especially X-Men Origins: Wolverine. Most of the differences could theoretically be reconciled (Maybe the Xavier at the end of Origins was a psychic projection! Maybe Hank was wearing an image inducer in his cameo in X2!) But if you just saw the movies, the only reason you'd assume they were meant to be in the same continuity is Hugh Jackman, the Romjin cameo, and the references to Stryker. As noted above, Days of Future Past will attempt to bridge both films back into the same continuity, presumably as a response to the confusion.
  • Cooldown Hug: Invoked when Xavier finds Erik in the ocean trying to sink Shaw's ship.
  • Cool Plane: The Blackbird, of course.
  • Counting to Three: Used as Book Ends / Ironic Echo.
  • Cradling Your Kill: Or, Cradling Your Cripple. Nice job breaking him, Erik.
  • 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. It happens two times, and both times it's a villain.
  • 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.
    • Especially as in the comics he has spent some time hunting Nazis in South America and later for a time took over the fictional banana republic of San Diablo. He also was shown speaking Yiddish at least once and with regard to his comics biography it would be surprising if he did not also have a working knowledge of Polish, (modern) Hebrew, Russian and/or Ukrainian, and quite possibly Romani.
  • 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.
  • Cute Monster Girl: Mystique as a little girl when Charles first meets her.
  • Darker and Edgier: The movie beats X2 to the title of the most dramatic, heart-wrenching, and pessimistic in the series.
  • Dartboard of Hate: Magneto, as an adult, tosses the coin into the "forehead" of a sketch of Dr. Schmidt.
  • Deadpan Snarker: Banshee. "Aw, I wanted to be called Mystique."
  • 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.
  • 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. Erik 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?: Magneto and Mystique.
  • Die or Fly: 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 to her Black Bra and Panties 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.
  • Double Entendre: "We'll show you ours, if you show us yours." Referring to mutant powers, but could easily have another meaning as it takes place within a strip club. Xavier wasn't exactly a Shrinking Violet with the ladies, after all.
  • 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.
  • 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 Erik/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.
  • Epic Flail: Erik tries to sink Shaw's ship with its own anchor.
  • Establishing Character Moment: Shaw's first scene involves him killing Erik's mother in front of him.
  • 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.
  • 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 Lensher, 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 he's 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, later followed by Magneto and Mystique.
  • Fake Nationality: British Jason Flemying as the Russian Azazel, and arguably German-Irish Michael Fassbender as Magneto (who according to the comics is either German or Polish, but definitely not Irish).
    • Fake American: Scottish James McAvoy as Oxford English speaking Xavier, Australian Rose Byrne as Moira McTaggart and British Nicholas Hoult as Beast.
  • Fake Defector: Darwin. Shaw does NOT take the deception well.
  • Fallen Hero: Erik Lensherr/Magneto 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).
  • 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. Even when he's killing people who have slighted him, it's more on principle than any outright anger.
    • Erik/Magneto 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.
  • Fiery Redhead: Mystique
  • Finger Poke of Doom: One of Shaw's abilities. Emma Frost in diamond form gains diamond-sharp fingers.
  • 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.
  • Foregone Conclusion:
    • Magneto and Mystique's Face Heel Turns.
    • Even more painful is the fact that people who read the comics are quite aware that the subplot with Hank's serum will go horribly wrong, and that Charles is going to be crippled by the end of the movie. It's almost like a Foregone Trauma Conga Line.
  • Foreshadowing:
    • When we first see Erik as an adult, he is staring at a picture of Shaw while handling a coin and uses his powers to slam the coin into the picture's forehead. This is how he kills Shaw in the end... but much slower.
    • Charles compares Hank to Jekyll and Hyde. Hank goes on to develop a serum which accidentally makes him even more beastly.
    • Right before the attack on the CIA base, Havok beats Darwin at a pinball game. Darwin declares, "Jesus man, you are killing me!" Later, Shaw uses energy absorbed from Havok's blasts to kill Darwin.
  • Four-Temperament Ensemble: A villainous example. Shaw is sanguine, Emma Frost is choleric, Azazel is melancholic and Riptide is phlegmatic (and, when Angel joins them, she is supine).
  • Freakiness Shame: Mystique likes Hank's appearance. Unfortunately for her, Hank doesn't embrace Mystique's true form and prefers her "human" form instead. In contrast, Magneto prefers Mystique's true form.
  • Funny Background Event: Combined with Brick Joke. The first woman Charles tried to pick up shows up again at his graduation ceremony - then she sees Moira approaching him, and leaves in a huff.
  • Future Shadowing: Charles Xavier is hilariously fond of the hair he loses by the time of the other films.
  • Genius Bruiser: Beast. The film involves him learning to embrace the latter part.
  • 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.
  • Go Fuck Yourself Kirk: The result of Charles and Eric attempting to recruit a certain mutant.
  • Gone Horribly Right: Sebastian Shaw wanted to awaken Erik's powers and turn him into a Person of Mass Destruction. Serves him right.
  • Grew a Spine: Raven.
  • Hall of Mirrors: A variation occurs during the climax in which Shaw uses a specially designed room to house the fuel rods.
  • 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 even wearing the helmet Magneto always wears.
    • 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: Professor X and Magneto, believe it or not.
  • 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 with James McAvoy (Xavier), but played straight with Nick Hoult (Hank McCoy).
  • Homoerotic Subtext: Please stick to the main page.
  • 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 technobabble to pick up women at Oxford.
  • Hotter and Sexier
  • 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?!
  • 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 Want My Beloved to Be Happy: Platonic version - Charles sends Mystique off with Erik at the end, knowing it's what she really wants.
  • If You Kill Him, You Will Be Just Like Him/You Kill It, You Bought It: Erik kills Shaw and becomes the new face of the mutant revolution.
  • I Love Nuclear Power: It's said that nuclear radiation probably sped up mutation. Shaw takes this as gospel, and decides to start a nuclear war in order to accelerate mutant development.
  • I'm Having Soul Pains: When Erik kills Shaw by slowly pushing a coin through his head Charles is in Mr. 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 do you think you'll give up 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: Captains of both American and Soviet warships bid farewell to their crews with this line.
  • 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 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 Erik down. Definitely an Oh Crap moment for the audience when he says it.
  • 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: Erik 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. Erik even gives an Ironic Echo of what Schmidt said to motivate him at the time.
  • 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.
  • 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.
  • Left Hanging: What happened to all the other mutants between this film and the rest of them? Given the forty year gap between this and the principal films, anything could have gone down. Room for a sequel, of course.
  • 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, is not a good girl.
  • 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: After witnessing the mutants in action, this is the joint plan of the American and Soviet fleets to deal with them. And also Magneto's retort.
  • 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. First he ruthlessly manipulates young Erik's feelings to awaken his powers, then he exploits the vices of both Soviet and American generals. Although he's not as good at it as he might seem - he ultimately has to resort to threats to get both the NATO and the Soviet generals put their missiles where he wants them (Turkey and Cuba, respectively).
  • Manly Tears: Magneto and Xavier shed them during particularly heart-wrenching moments. See Even Bad Men Love Their Mamas.
  • Master Race: How Sebastian Shaw and Magneto see mutants as a whole.
  • Meaningful Echo: Mystique encountering Charles in a kitchen in her true form like when they first met. However, this time around, it is to show how they've both changed and are starting to grow apart in ideals.
    • 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.
  • 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.
  • A Minor Kidroduction: The film starts by accentuating the very different childhoods Charles and Erik experienced. And we get cute little girl Mystique.
  • 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 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: The Swiss banker Erik interrogates.
  • The Mountains of Illinois: As explained here, Vila Gessell is a beach, instead of the mountainous place depicted here.
  • 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.
  • 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/Magneto 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 is quite successful at picking up women by using his knowledge of genetics to basically say "you have pretty eyes/hair."
  • 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: "What the hell did you put in my drink?"
  • Nobody Touches the Hair: Said by Charles when Hank suggests Cerebro would work better if he were bald.
  • Not Even Bothering with the Accent: Michael Fassbender makes no attempt to make Magneto sound German when he speaks english (but, then again, neither does Kevin Bacon try with Shaw).
  • Not So Different:
    • Magneto and Shaw. Lampshaded in their final confrontation. Shaw is what Magneto would be if he was guided by power rather than ideals.
    • In a good sense, American and Soviet sailors. Despite their ideological differences, both have a strong sense of honour and discipline, and both are obviously reluctant to shoot first and provoke World War III. Particularly obvious in their It Has Been an Honor moment.
      • Not only that - pretty much every scene with the American navy is almost immediately mirrored by a scene with the Soviets (or vice versa) showing them having the same reaction or feelings. If anything, the Soviets are more reluctant to fight; as a nation that saw far more of the horrors of war during WWII than the US did, this is perhaps realistic.
  • Not Quite Flight: Banshee.
  • Obviously Evil: Azazel, who looks as demonic as the name would suggest.
  • 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."
  • Ooh, Me Accent's Slipping: The more evil Magneto becomes, the more Irish his accent.
  • Out-of-Character Alert: How kid Xavier pierces kid Mystique's disguise at the beginning of the film. Well, that and the telepathy.
  • Oxbridge: In this treatment, Xavier is an Oxford graduate. Scenes of the city and university buildings were actually shot on location.
  • Pay Evil unto Evil: Erik cruelly disposes of/tortures Nazis and their sympathizers in the first act.
  • 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."
  • Psychic Block Defense: Shaw's helmet.
  • PietÓ 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.
    • Or is it? Darwin is shown to be a cab driver, while Angel is a stripper - not exactly progressive jobs for the day - and Hank's refusal to accept Raven's is racism-based. Note the absence of black CIA agents, too.
  • 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: Charles uses his telepathy to help him pick up chicks, though it's limited to "guessing" their drink orders and other harmless things. Mystique shapeshifts into an older woman in her efforts to seduce Erik. Emma Frost uses her telepathy to make a Russian general think he's getting lucky with her while she hangs out on the couch.
  • 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 who are black 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 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 Oni, Blue Oni: Erik and Charles.
  • Retcon
  • Retraux: Everything has very '60s/'70s sensibilities, from Emma Frost's Bond Girl costumes to the BBC science documentaryesque credits sequence.
  • Roaring Rampage of Revenge: Erik's initial mission was to hunt down and kill Shaw and his Nazi underlings.
  • Romance on the Set:
    • Between Jennifer Lawrence and Nick Hoult.
    • Also, Michael Fassbender and Zoe Kravitz.
    • Though not a romance, Jennifer Lawrence and Zoe Kravitz reportedly became best friends during the production, and this carried over into Lawrence's next film, TheHungerGames, in which she co-starred with Zoe's dad, Lenny.
  • 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. (Raven 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.
  • 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.
  • 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
  • Shut Up, Hannibal!: An interesting variation: Magneto responds to Shaw's Hannibal Lecture by saying that he agrees with him, but he rejects his We Can Rule Together offer because "Unfortunately, you killed my mother".
  • Shut Up, Kirk!: Magneto gives a very good one to Xavier after the latter tries a Nuremberg Defence. Seriously, Charles, what were you expecting from a Holocaust survivor?
  • Single Tear: Charles, when he is forced to tell Erik that no, they really do not want the same thing.
  • Sir Not-Appearing-in-This-Trailer: Kevin Bacon is barely noticable in the promotional materials, despite playing the Big Bad.
  • 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.
  • 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 Lensher'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.
  • Start of Darkness: Magneto and even more so Mystique.
  • 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).
  • Superpower Lottery: Pretty much all of Sebastian Shaw's mutants are winners.
  • Swiss Bank Account: Where Sebastian Shaw keeps his ill-gotten gains.
  • Take Over the World: Shaw's ultimate goal.
  • Taking You with Me: 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.
  • 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: Magneto.
  • 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: Played with. Erik pulls out a Swiss bank manager's metal filling, throwing him into agonizing pain.
  • 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 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: At first, Magneto could only use his power under traumatic circumstances.
  • 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. Then, Magneto.
  • 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:
    • Shaw offers this to Magneto. Then Magneto offers it to Charles.
    • When Shaw introduces himself to the kids this is his main pitch.
    • Also implied between Magneto and Mystique.
  • We Used to Be Friends: The plot focuses on Charles' and Magneto's friendship and fallout. There's also a subplot about Mystique's fallout from her relationships with Charles and Hank.
  • What the Hell Is That Accent?: Seriously, Erik's accent is all over the place. Although, considering his background, this could be justified.
  • 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. Though, 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's an idealist but a lot more cautious about it now that he's had personal experience.
  • William Telling: When Charles and Hank stand beside the target mannequin during Alex's target practice. They do back off a bit before it starts...
  • Woman in White: January Jones as 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: Shaw is trying to provoke a classic WWIII scenario involving a small nuclear tussle between the US and the Soviet Union.
  • 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.
  • You Are Better Than You Think You Are: Charles says this almost word for word to Magneto.
  • 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: Shaw should have known that Magneto was never going to let this go.
  • 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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