In 1944, at the
Auschwitz concentration camp,
Nazi officer Klaus Schmidt witnesses a young
Erik Lehnsherr bending a metal gate with his mind upon being separated from his parents. Schmidt brings Lehnsherr into his office and tells him to move a Nazi decorated coin on his desk. When Lehnsherr cannot do it, Schmidt kills his mother. Distraught, Lehnsherr's magnetic power manifests, destroying the room. Meanwhile, at a
mansion in
Westchester County, New York, young
telepath Charles Xavier meets
Raven, a scaly blue-skinned shapeshifter. He invites her to live with him as his sister. In 1962, Lehnsherr tracks Schmidt while Xavier earns his doctorate from the
University of Oxford. In Las Vegas,
CIA officer
Moira MacTaggert follows US Army Colonel Hendry into the
Hellfire Club, where Hendry meets with Schmidt (now called
Sebastian Shaw), mutant telepath
Emma Frost, cyclone-producing
Riptide, and
teleporter Azazel. Threatened by Shaw and teleported to the
Joint War Room, Hendry advocates deploying
nuclear missiles in Turkey. Shaw, an energy-absorbing mutant whose powers have kept him young, later kills Hendry. MacTaggert, seeking Xavier's advice on mutation, takes him and Raven to the CIA, where they convince Director McCone that mutants exist and that Shaw is a threat. Another CIA officer sponsors the mutants and invites them to the secret "Division X" facility. MacTaggert and Xavier find Shaw as Lehnsherr attacks him, and Xavier rescues Lehnsherr from drowning before Shaw escapes. Xavier brings Lehnsherr to Division X, where they meet
Hank McCoy, a mutant scientist with
prehensile feet. Xavier uses McCoy's mutant-locating device,
Cerebro, to seek and recruit other mutants;
Angel Salvadore,
Armando Muñoz,
Alex Summers, and
Sean Cassidy. Xavier, Lehnsherr, and MacTaggert lead a CIA mission to the
Soviet Union to capture Frost and discover Shaw intends to start
World War III, triggering mutant ascendency. Azazel, Riptide, and Shaw attack Division X, killing everyone but the mutants whom Shaw invites to join him. Angel accepts, but when Alex and Armando retaliate, Shaw kills Armando. In Moscow, Shaw compels the generals to have the USSR
install missiles in Cuba. Wearing a helmet that blocks telepathy, Shaw follows the Soviet fleet in a submarine to ensure the missiles break a U.S. blockade. In the meantime, Xavier takes the remaining recruits back to his mansion, where they focus on harnessing their abilities. McCoy believes Raven's DNA may provide a "cure" for their appearance and manages to get a cure ready, but Raven, after being persuaded by Lehnsherr, decides she does not want to hide her identity and refuses the cure. McCoy uses the cure on himself, but it backfires, giving him blue fur and a leonine appearance. With McCoy piloting, the mutants and MacTaggert fly to the blockade line. Xavier uses telepathy to make a Soviet sailor destroy the missile ship, while Lehnsherr uses his magnetic powers to lift Shaw's submarine onto land. Lehnsherr grabs Shaw's helmet in battle, allowing Xavier to immobilize him. However, Lehnsherr reveals that he shares Shaw's
exclusivist view of mutants but wants revenge for his mother's death. While Shaw is still immobilized, Lehnsherr kills him by slowly forcing the Nazi decorated coin through his head. Both fleets fire at the mutants in fear, but Lehnsherr intercepts the barrage. As he redirects their fire, MacTaggert shoots him, but Lehnsherr deflects them, with one bullet hitting Xavier's spine when he tries to intervene. Distracted by Xavier's injury, Lehnsherr lets the artillery fall into the ocean. Xavier and Lehnsherr part ways over their differing views on mutants and humans, and Lehnsherr leaves with Angel, Azazel, Riptide, and Raven. Later, a wheelchair-using Xavier returns to the mansion with his mutants to open a school. MacTaggert promises to keep Xavier's location secret, but he wipes her memories to ensure it. Meanwhile, Lehnsherr, now Magneto, and the Hellfire Club free Frost from prison. ==Cast== and
James McAvoy at a press junket|alt=Michael Fassbender and James McAvoy sit in front of the "X" logo for Xavier's school. •
James McAvoy as
Charles Xavier:The mutant leader and founder of the
X-Men. He is a close friend of Erik Lehnsherr until their differing views of mutantkind's place in humanity create a schism between them. McAvoy was Vaughn's top choice for Xavier, and, after being cast, auditioned with every actor considered for Magneto to test the duo's chemistry. McAvoy said he did not read comic books as a child, but added that he was a fan of the
X-Men animated series from age ten. While he describes the older Charles Xavier as "a monk ... a selfless, egoless almost sexless force for the betterment of humanity and mortality", he says that the younger Xavier is a very different person: "It's quite fun because the complete opposite of that is an ego-fueled, sexed up self-serving dude. And not going too far with it, but he's definitely got an ego and he's definitely got a sex drive as well." McAvoy admitted to feeling similarities between Xavier/Magneto and
Martin Luther King Jr./
Malcolm X, stating that the film was "sort of like meeting them at a point where they are still finding out who they are and you are still seeing some of the events that shaped them." McAvoy avoided doing any callbacks to
Patrick Stewart's performance as Xavier as Vaughn told him and Michael Fassbender to only take the allusion to Xavier and Magneto's old friendship in the other films as inspiration. •
Michael Fassbender as
Erik Lehnsherr:A
Nazi hunter and mutant capable of manipulating and generating electromagnetic fields. He becomes Xavier's friend and ally until their philosophical differences create a schism between them. Fassbender auditioned for an earlier Matthew Vaughn project, and the director remembered him and sent Fassbender the
X-Men script. Though Fassbender knew little of the superhero team, he became interested in the part after reading the script and familiarizing himself with Magneto in the comics. Fassbender, who considered Lehnsherr as a
Machiavellian character who is neither good nor evil, watched
Ian McKellen's performances to get the flavor of Magneto, but ultimately chose to "paint a new canvas" with the character, "just going my own way and working with whatever is in the comic books and the script." Looking back at the role in 2023, Fassbender admitted to
Vanity Fair that what drew him to the role was the idea of Magneto being an outsider who feels that he doesn't belong, interesting him the prospect of looking for justifications for his character's monumental actions, the lengths he would be willing to go and what his motivations were, feeling that at his core, all Magneto needs is "a
hug". Vaughn said Lehnsherr "is straight up cool; he's
Han Solo while Professor X is
Obi-Wan Kenobi". •
Bill Milner plays young Erik, although archived footage of Brett Morris, who previously played the same character at the same age, was reused for the beginning. Producer
Lauren Shuler Donner said Bacon was considered for Shaw for being an actor who could convey a villain "with different shades, that's not always clear that he's the bad guy". Vaughn added that Bacon "had that bravado that Shaw needed", while stating that the actor was his top choice along with
Colin Firth, The actor considered that Shaw was a sociopath to whom "the morality of the world did not apply", with producer
Simon Kinberg adding that Bacon portrayed him as "somebody, who in his mind, is the hero of the movie". Bacon also said that "aside from the kind of evil side, I portrayed him as kind of a
Hugh Hefner type". •
Rose Byrne as
Moira MacTaggert:A CIA agent who befriends Xavier and Lehnsherr. Byrne said she was unfamiliar with both the comics and the film series, except for "what a juggernaut of a film it was". The actress was cast late into production, which had already begun by the time she was picked for the role. MacTaggert was described by Byrne as "a woman in a man's world, she's very feisty and ambitious—you know, she's got a toughness about her which I liked". •
Jennifer Lawrence as
Raven / Mystique:A shape-shifting mutant who is Xavier's childhood friend and adoptive sister who joins Lehnsherr's Brotherhood of Mutants and Hank's love interest. After the dramatic ''
Winter's Bone (2010), Lawrence sought First Class
to do "something a little lighter". Despite having not seen any of the X-Men'' films, the actress watched them and became a fan, which led her to accept the role as well, as did the prospect of working with Vaughn, McAvoy and Fassbender. Vaughn said Lawrence was picked because "she could pull off the challenging dichotomy that Raven faces as she transforms into Mystique; that vulnerability that shields a powerful inner strength." Lawrence had some reservations about her performance due to Mystique's previous portrayal by
Rebecca Romijn, as she considered Romijn to be "the most gorgeous person in the world", and for Mystique's blue form, Lawrence had to undergo an eight-hour
make-up process similar to that of Romijn in the other films. •
Oliver Platt as Man In Black Suit:A
CIA agent and head of Division X, a government agency working with the X-Men. Vaughn considered his friend
Dexter Fletcher for the part, but the studio felt the cast had too many British actors, •
Álex González as
Janos Quested / Riptide:A silent mutant member of the Hellfire Club, with the ability to create powerful whirlwinds from his hands and body.
First Class marks the first English-language film for González, who auditioned while taking English classes in London. He enjoyed playing a villain as most of his film roles in Spain were for "good guys", and compared Riptide's respectable and polite personality, which can suddenly be dropped to perform fierce attacks, to a hurricane; in a translation of a Portuguese-language interview, he is quoted as saying, "When I see a hurricane from far, it is calm. The only thing I can see is a kind of tube. But from inside, up close, it is really dangerous." •
Jason Flemyng as
Azazel:A mutant who has the ability to
teleport, and is also a member of the Hellfire Club. Flemyng, who had previously been considered for Beast in
The Last Stand, said he did not want more make-up-heavy roles after playing Calibos in
Clash of the Titans, but made an exception for Azazel as he liked working with Vaughn. Due to the Cold War setting, Flemyng tried to imply that Azazel is Russian to partly explain his pleasure in killing CIA agents. The actor spent eight weeks with fight training, particularly with swords, and had to undergo a four-hour make-up process, which like Mystique was designed by Spectral Motion—but did not include Azazel's tail, which was computer-generated. Jones accepted the role to get something different from her job in the TV series
Mad Men. Upon discovering that, like the show,
First Class is set in the 1960s, the actress considered, "[Frost]'s so, so far from
Betty and from
Mad Men, and it takes place in that time but it doesn't feel like a period movie." The actress described the revealing costumes of the character as "insane," saying, "She's got quite the bod, which is very intimidating". The actress stated that she did only a limited exercise routine to keep in shape, as "I'm a petite person, so I didn't want to go into a strict workout and eating regime." •
Nicholas Hoult as
Hank / Beast:A genius scientist who has mutant abilities similar to those of the great apes. He attempts to cure himself of what he believes to be physically debilitating aspects of his mutation only to be transformed into a frightening-looking blue-furred entity based on a werewolf with leonine attributes. Despite his new appearance, he is kind and caring at heart. Broadway actor
Benjamin Walker was previously cast as Beast, but eventually turned down the role to star in the Broadway musical
Bloody Bloody Andrew Jackson. Hoult was chosen for being "gentle with a capability of being fierce", The actor had to use makeup that took four hours to apply when Hank becomes the Beast, which include a mask, contact lenses, a furry muscle suit and fake teeth. which makeup artist Alec Gillis of
Amalgamated Dynamics (ADI) likened to "something akin to a wolf's pelt on his face, his arms—everywhere". The suits employed actual dyed fur from fox pelts. As Jones suffers from
acrophobia, using the rig that was to depict Banshee's flight required much preparation time with the stunt team. All of Darwin's transformations—getting gills, turning his skin into concrete—were done through computer graphics, Additionally, co-stars include
Glenn Morshower as Colonel Hendry, a US Army officer coerced by the Hellfire Club;
Matt Craven as
CIA Director McCone;
Rade Šerbedžija as Russian General.
Annabelle Wallis appears as Amy, a young woman with
heterochromia;
Don Creech as William Stryker Sr., father of Major
William Stryker (a character who appears in
X2,
X-Men Origins: Wolverine,
X-Men: Days of Future Past, and
X-Men: Apocalypse);
Michael Ironside;
Ray Wise;
James Remar;
Brendan Fehr;
Demetri Goritsas;
Ludger Pistor;
Aleksander Krupa;
Tony Curran; and
Sasha Pieterse also portrayed small roles in this film.
Beth Goddard appears as Mrs. Xavier.
Hugh Jackman reprises his role as
Logan / Wolverine in an uncredited cameo in a bar, rudely rejecting Xavier and Lehnsherr when they approach him for recruitment. Jackman said he accepted the offer to appear because "it sounded perfect to me", particularly for Wolverine being the only character with a swear word. X-Men creator
Stan Lee, who appeared in the first and third films and regularly made cameos in other Marvel-based films, explained that he was unable to participate in
X-Men: First Class because "they shot it too far away". ==Production==