- “Listen to me very carefully my friend. Killing Shaw will not bring you peace.
Peace was never an option.”
- ―Charles Xavier and Erik Lehnsherrsrc
X-Men: First Class was released on June 3, 2011 and was directed by Matthew Vaughn. It stars James McAvoy as the young Charles Xavier, and Michael Fassbender as Erik Lehnsherr, who becomes Magneto. It is a prequel focusing on "the formative years of Xavier and Magneto, and the formation of the school and where their relationship took a wrong turn." The villains of the film are the Hellfire Club, featuring Kevin Bacon as Sebastian Shaw, and January Jones as Emma Frost. Bryan Singer signed on to direct X-Men: First Class in December 2009, however, in March 2010 Fox revealed that Bryan Singer would be producing X-Men: First Class instead of directing. X-Men: First Class began principal photography in September 2010 in London. It was released in the summer of 2011. It received positive reviews upon release. It is the only film in the series to have its events occur the same in both of the series timelines due to predating the point of divergence in X-Men: Days of Future Past.
At a German concentration camp in occupied Poland during 1944, young Erik Lehnsherr is separated from his parents by Nazi guards. The child's desperate mind remarkably bends a metal gate until a guard knocks Lehnsherr unconscious (the same footage that's in the first X-Men movie). Scientist Sebastian Shaw, who has observed this through a window, calls Lehnsherr up to see him. While making a friendly chat, he places a metal coin on a desk, he orders Lehnsherr to use his magnetism power to move it. When Lehnsherr cannot, despite his best efforts, Shaw shoots and kills Lehnsherr's mother in front of him. In his rage, Lehnsherr's out-of-control magnetic power kills the two guards and destroys two rooms, to Shaw's delight.
Around this same time, in Westchester County, New York, a young Charles Xavier meets a young, shape-shifting girl named Raven in his family's mansion, disguised as his mother, who is looking through the fridge for food. Xavier accuses his "mother" of being an impostor, and asks what it has done with his real mother, as she would not make him a sandwich or hot chocolate, at which point, Mystique shifts back to her normal, blue-skinned form. Overjoyed to meet someone else "different" like him, he says she can come live with his family.
In Switzerland in the movie's present-day of 1962, Lehnsherr forces a banker (by ripping out one of the metal fillings in his mouth) to trace a bar of Nazi gold to Shaw's address in Argentina. In a tavern there patronized by former German soldiers, Lehnsherr kills three men as he learns that Shaw has a yacht in Florida. Meanwhile, in England, Oxford University graduate Xavier is publishing his thesis on mutation; his foster sister Raven, a waitress, lives with him. Simultaneously in Las Vegas, Nevada, CIA agent Moira MacTaggart follows U.S. Army Colonel Hendry into the Hellfire Club, where she sees Shaw, Emma Frost, Riptide and Azazel. After Shaw threatens Hendry, Azazel disappears with the officer; moments later he is in the War Room, advocating that U.S. install nuclear missiles in Turkey.
Shaw meets with Colonel Hendry on his yacht, and refuses to give Hendry his money, at which point Hendry pulls out a grenade and threatens to pull the pin, but Shaw takes the grenade and pulls the pin himself, and absorbs the blast (at which point we now learn that Shaw is a mutant, and absorbs energy, which also keeps him young), then taps Hendry, expelling the grenade's energy into the Colonel, blowing him up.
MacTaggart seeks Xaviers advice on mutation, and takes Xavier and Raven to the CIA to convince the chief that Shaw is a threat. After convincing them that mutants exist they are to be taken to a covert facility, but first Xavier tracks down Shaw. Lehnsherr attacks Shaw, and when Shaw escapes in his submarine Lehnsherr tries to stop him, but Xavier stops him so that he does not drown. Lehnsherr joins Xavier and Raven at the CIA facility, where they meet Hank McCoy, another mutant that Xavier accidentally outs. McCoy and Xavier use a prototype Cerebro to locate mutants and recruit several of them to train to stop Shaw. Upon the recruiting process, we also see Xavier and Lehnsherr walk up to Logan (Wolverine) in a bar and introduce themselves. Logan swears at them, and they walk off.
Shaw plans to meet with a Russian general, but sends Frost instead, who is then captured by Xavier and Lehnsherr. The facility is attacked by Azazel, Riptide and Shaw, with all the guards being killed. Shaw recruits Angel and kills Darwin by forcing him to ingest a massive amount of energy. When Lehnsherr and Xavier return they begin to train the mutants, though Raven is conflicted about hiding her natural form.
President Kennedy institutes a blockade. Shaw travels with the Russian fleet to ensure that the missiles get to Cuba. Xavier, MacTaggart and Lehnsherr fly to the blockade to stop the fleets from engaging. Shaw uses a nuclear core to charge himself up and a helmet to block Xavier's telepathy. While Azazel kills the crew of the Russian missile ship, Xavier uses his powers to make a Russian ship destroy the missile ship before it crosses the line.
Lehnsherr pulls Shaw's submarine from the water, but an attack forces the jet and submarine to crash. Lehnsherr finds Shaw and removes his helmet and Xavier takes control of Shaw. Lehnsherr puts on the helmet, then kills him by slowly forcing the coin that Shaw taunted him with through his brain.
The two fleets fire their missiles at the mutants, but Lehnsherr, now fully in control of his abilities, holds the missiles in the air, then turns them on the fleet. In the ensuing fight Xavier manages to distract Lehnsherr, but when MacTaggart fires at Lehnsherr he deflects the bullets, with one paralyzing Xavier. Enraged of his friend's paralyzation, Lehnsherr attempts to strangle MacTaggart using his abilities but Xavier convinces him to stop.
Lehnsherr takes Raven, Angel Salvadore, Riptide and Azazel and says a goodbye farewell to Xavier before he leaves. Xavier, now confined to a wheelchair for the rest of his life, and the mutants return to the mansion, where he will open a school. Moira is caring for him, and she promises never to tell the location of the school, but Xavier does not find her to be reliable so he erases her memory while passionately kissing her. Lehnsherr breaks Frost out of the CIA headquarters, and in his new uniform he tells Frost to call him Magneto.
- James McAvoy as Charles Xavier/Professor X
- Michael Fassbender as Erik Lehnsherr/Magneto
- Jennifer Lawrence as Raven Darkholme/Mystique
- Kevin Bacon as Sebastian Shaw/Dr. Klaus Schmidt
- Rose Byrne as Moira MacTaggert
- Beth Goddard as Sharon Xavier
- Oliver Platt as The Man in Black
- Álex González as Janos Quested/Riptide
- Jason Flemyng as Azazel
- Zoë Kravitz as Angel Salvadore
- January Jones as Emma Frost
- Nicholas Hoult as Hank McCoy/Beast
- Lucas Till as Alex Summers/Havok
- Caleb Landry Jones as Sean Cassidy/Banshee
- Edi Gathegi as Armando Muñoz/Darwin
- Corey Johnson as Chief Warden
- Demetri Goritsas as Levene
- Glenn Morshower as Colonel Robert Hendry
- Don Creech as William Stryker Sr.
- Matt Craven as CIA Director John McCone
- Ludger Pistor as Pig Farmer
- Wilfried Hochholdinger as Tailor
- Rade Serbedzija as Russian General
- James Faulkner as Swiss Bank Manager
- Éva Magyar as Edie Lehnsherr
- Annabelle Wallis as Amy
- Gregory Cox as Dr. Leigh
- Georg Nikoloff as Jakob Lehnsherr
- Arthur Darbinyan as Aral Sea Captain
- Hugh Jackman as Logan/Wolverine (uncredited)
- Villa Gesell, Argentina
- Geneva, Switzerland
- Oxford, England, United Kingdom
- Auschwitz, Poland
- Moscow, Russia
- Las Vegas, Nevada
- Westchester, New York
- Langley, Virginia
- Arlington, Virginia
- Richmond, Virginia
- Bay of Pigs, Cuba
- Covert CIA Research Base
- Miami, Florida
- Marv's Beer
- Turkey (mentioned)
- Brotherhood of Mutants
- Division X
- Hellfire Club
- Central Intelligence Agency
- United States Armed Forces