Still from X-Men: First Class (2011)
Film 4 of 7 · by Jordan Okafor

X-Men: First Class (2011): Cast, Plot, Villain and Ending Explained

X-Men: First Class (2011), directed by Matthew Vaughn, is the prequel that follows young Charles Xavier and Erik Lehnsherr through the 1962 Cuban Missile Crisis, and it is the fifth film by release but the first in the saga's chronological order. It runs 132 minutes, stars James McAvoy and Michael Fassbender, and sets Kevin Bacon's Sebastian Shaw against the first team of young mutants.

Image: TMDB
X-Men: First Class (2011) theatrical poster
US release
June 3, 2011
Runtime
2h 12m
Rating
PG-13 / 12A / M
Director
Matthew Vaughn
Budget
$160 million
Worldwide
$353 million

X-Men: First Class Trailer

Official Trailer

New X-Men movie trailer

What Is X-Men: First Class About?

X-Men: First Class is an origin story set in the Cold War, showing how Charles Xavier and Erik Lehnsherr went from allies to the opposing leaders of mutantkind. The film opens in 1944, when a young Erik is held in a Nazi camp, where a scientist named Klaus Schmidt kills his mother in front of him and Erik's magnetic powers first show themselves.

Elsewhere, the young telepath Charles Xavier meets Raven, a shapeshifter who has broken into his family home, and he takes her in as a sister. By 1962, Erik is hunting Schmidt, who now goes by Sebastian Shaw, while Charles is finishing his studies at Oxford. CIA agent Moira MacTaggert discovers that Shaw leads a group of mutants called the Hellfire Club. Her search brings her to Charles, and he and Erik begin to gather young mutants to fight Shaw.

If you are placing the film in the saga, you can find it in context on our x men movies in order guide, and the full list sits on the x men movies hub.

X-Men: First Class Cast and Characters

X-Men cast

More of the cast: James Remar (US General), Johnny Otto (Russian Soldier (uncredited)), Edi Gathegi (Darwin / Armando Muñoz), Rade Šerbedžija (Russian General), John Snowden (Mafia Boss (uncredited)), Annabelle Wallis (Co-Ed), Peter Stark (Storm Trooper No. 1), Tony Curran (Man In Black Suit Agent), Hugh Jackman (Logan / Wolverine (uncredited)), Glenn Morshower (Colonel Hendry), Rebecca Romijn (Mystique - Older (uncredited)).

X-Men: First Class Stills

Release Dates

MarketDateSource
USJune 3, 2011confirmedvariety.com
UKJune 1, 2011reportedthemoviedb.org
AUJune 2, 2011reportedboxofficemojo.com

Where to Watch X-Men: First Class

MarketSubscriptionRent or buy
USDisney Plus, HBO Max Amazon Channel, Cinemax Amazon Channel, HBO Max, Cinemax Apple TV channelAmazon Video, Apple TV Store, Google Play Movies, YouTube, Fandango At Home
UKDisney PlusApple TV Store, Rakuten TV, Amazon Video, Sky Store, YouTube
AUDisney PlusApple TV Store, Amazon Video, YouTube, Fetch TV

Streaming availability data from JustWatch, checked 2026-11-03.

Who Directed X-Men: First Class?

DirectorMatthew Vaughn
WritersBryan Singer, Sheldon Turner, Zack Stentz, Matthew Vaughn, Jane Goldman, Ashley Miller
ProducersSimon Kinberg, Lauren Shuler Donner, Bryan Singer, Gregory Goodman
MusicHenry Jackman
CinematographyJohn Mathieson

Box Office

Budget$160 million
Domestic (US and Canada)$146 million
International$206 million
Worldwide$353 million
Worldwide, in September 2026 dollars$528 million

X-Men box office for every film.

X-Men: First Class Soundtrack and Score

Henry Jackman composed the score for X-Men: First Class (2011), and the score album, "X-Men: First Class", was released by Sony Classical on May 27, 2011, with 20 tracks. Jackman's music carries the 1960s Cold War setting, from the early hunt for Sebastian Shaw to the gathering of the first young mutants.

Two songs are credited to the film beyond the score:

  • "Love Love" by Take That
  • "Run (I'm a Natural Disaster)" by Gnarls Barkley

"Love Love" was written for the film, and it plays over the end credits. "Run (I'm a Natural Disaster)" appears in an instrumental version during the mutant recruitment sequence, when Charles Xavier and Erik Lehnsherr go looking for young mutants to join their cause. No source says the Gnarls Barkley track was written for the film.

The score is the main musical identity here, since the two songs take up only a small part of the running time. Earlier films in the saga used other composers, including Michael Kamen on X-Men (2000) and John Ottman on X2. If you want to compare how the sound of the series changed from one film to the next, the full list of composers and albums is on the X-Men soundtrack page.

X-Men: First Class album cover

X-Men: First Class

Score album · Sony Classical · May 27, 2011 · 20 tracks

Cover art via Deezer

Full tracklist

  1. 1First Class · Henry Jackman3:20
  2. 2Pain and Anger · Henry Jackman2:58
  3. 3Would You Date Me? · Henry Jackman1:44
  4. 4Not That Sort of Bank · Henry Jackman3:27
  5. 5Frankenstein's Monster · Henry Jackman3:03
  6. 6What Am I Thinking · Henry Jackman2:10
  7. 7Cerebro · Henry Jackman2:23
  8. 8Mobilise for Russia · Henry Jackman1:18
  9. 9Rise Up to Rule · Henry Jackman5:56
  10. 10Cold War · Henry Jackman3:20
  11. 11X-Training · Henry Jackman4:26
  12. 12Rage and Serenity · Henry Jackman2:06
  13. 13To Beast or Not to Beast · Henry Jackman4:47
  14. 14True Colours · Henry Jackman1:51
  15. 15Let Battle Commence · Henry Jackman4:45
  16. 16Sub Lift · Henry Jackman2:19
  17. 17Coup d'État · Henry Jackman2:15
  18. 18Mutant and Proud · Henry Jackman3:28
  19. 19X-Men · Henry Jackman2:59
  20. 20Magneto · Henry Jackman1:58

Songs in X-Men: First Class

  1. Love Love

    Written for the film

    Take That

    It plays over the end credits.

  2. Run (I'm a Natural Disaster)

    Licensed song

    Gnarls Barkley

    An instrumental version plays during the mutant recruitment sequence.

Sources: musicbrainz.org, themoviedb.org, en.wikipedia.org

X-Men soundtrack

X-Men: First Class Plot SummarySpoilers

The full story runs from a Nazi camp in 1944 to Cuba in 1962, and it ends with the two leads on opposite sides. In 1944, Schmidt forces young Erik to use his power by killing his mother, and Erik bends a metal gate with his mind. In 1962, Moira follows the Hellfire Club and learns that Shaw, the former Schmidt, commands powerful mutants.

Charles, an academic at Oxford, helps Moira and meets Erik, who is tracking Shaw. The two men recruit young mutants, including Hank McCoy, Alex Summers, Sean Cassidy, Angel and Darwin. The CIA gives the group a base, and the recruits train and build Cerebro. Then, Shaw attacks the base and kills most of them, so the team is reduced and shaken.

Shaw's plan is to push the United States and the Soviet Union into nuclear war through the Cuban Missile Crisis, so that mutants can take over the ruins. The young team travels to Cuba and stops him, and Erik kills Shaw with the coin Shaw once used to test his power. Human navy ships then fire on the mutants, and Erik turns the missiles back on them. Charles tries to stop him and is hit in the spine by a stray bullet, which leaves him paralyzed. Erik and Charles split over whether mutants should live peacefully with humans.

When Was the X-Men: First Class Premiere?

X-Men: First Class had its New York City premiere at the Ziegfeld Theatre on 25 May 2011, nine days before it reached US theaters on 3 June 2011. Variety reported that US date in 2010, when Fox announced Matthew Vaughn as director.

The UK release came on 1 June 2011 and Australia followed on 2 June 2011, both reported figures from TMDB and Box Office Mojo. Ratings are PG-13 in the US, 12A in the UK and M in Australia. If you want to see it at home, JustWatch data on TMDB, checked on 3 November 2026, lists Disney Plus streaming in all three countries, so see where to watch x men for the current picture.

X-Men: First Class Ending ExplainedSpoilers

The ending shows Charles and Erik turning one shared mission into two opposing movements, and it explains how the rivalry of the original films began. In the final stretch, Erik takes the name Magneto and leaves with a group of mutants, including Raven, who chooses to follow him. Charles, now in a wheelchair, turns his family home into a school for young mutants.

In my opinion, the key moment is the showdown in Cuba, because that is where the film makes the split feel earned rather than announced. Erik has just killed Shaw with the coin Shaw once used to test his power, so the revenge that drove him since the camp in 1944 is finished. Then human navy ships fire on the mutants, and Erik turns the missiles back on them. Charles, who still believes in peace, steps in and is hit by a stray bullet, which leaves him paralyzed. It could be argued that the bullet is both literal and symbolic, since Erik's anger costs his friend the use of his legs.

The film also loops back to its own opening. The boy who bent a metal gate with his mind while his mother was killed is now a man who bends missiles, and the lesson he took from Schmidt is that humans answer mutants with force. Charles has the opposite lesson, from a childhood where he took in Raven without fear. Seen that way, the ending is less a betrayal than two reasonable readings of the same evidence, which is why I find the split more tragic than the villain plot.

Moira stays in Charles's life, but he erases her memory of his location to protect the mutant cause. Perhaps that is the saddest beat in the film, since it cuts off a human ally who knew them from the start. Raven's choice matters just as much. She follows Erik because he tells her to stop hiding, and that is a point about identity, not a romance as far as the story shows. It leaves her on the path to Mystique, the role Romijn played in x men 2000.

Compared with the other films in the saga, this ending is unusually clean. x men days of future past has to reopen the wound in 1973, with a young Charles who has lost his telepathic powers to a drug that lets him walk, while x men apocalypse and dark phoenix keep the school and the rivalry going. The result is a pair of former friends left as opponents, which sets up the conflict of the original X-Men films. For where the film sits in story order, see the x men timeline.

Where Was X-Men: First Class Filmed?

X-Men: First Class was filmed across England, the United States, Argentina and Russia, with principal photography beginning in Oxford on 31 August 2010. Filming had been planned to begin in London in the summer of 2010, and studio work took place at Pinewood Studios in England.

Englefield House in Berkshire, England, stood in for the X-Mansion. In the United States, the production shot in Georgia (Jekyll Island, Thunderbolt and Savannah), Washington, D.C. and the Mojave Desert, with soundstage work in Los Angeles and Long Beach. A mountain location in Argentina stood in for a Villa Gesell section, and Russia was used for additional location shooting.

X-Men: First Class Trivia

Several production details explain how the film took shape. Fox confirmed Matthew Vaughn as director in May 2010 and set a 3 June 2011 release date, with Bryan Singer, who conceived the story, producing with Lauren Shuler Donner and Simon Kinberg.

  • Principal photography began in Oxford on 31 August 2010.
  • Jane Goldman co-wrote the final script with Vaughn.
  • Hugh Jackman appears as Wolverine in an uncredited cameo.
  • John Dykstra coordinated the visual effects, which were split among six companies.
  • Benjamin Walker was first cast as Beast but turned the role down, and Nicholas Hoult took it.
  • Henry Jackman's score was modeled on the style of John Barry.

The film grossed $352.6 million worldwide on a $160 million budget, according to Box Office Mojo, with $146.4 million in the US and $206.2 million internationally. For the series totals, see the x men box office page.

Facts

FAQs

Which X-Men movie has Kevin Bacon?

X-Men: First Class (2011) is the X-Men movie with Kevin Bacon, who plays the villain Sebastian Shaw. Shaw is the former Nazi scientist Klaus Schmidt and the leader of the Hellfire Club, and he tries to start a nuclear war during the Cuban Missile Crisis.

Is X-Men considered a Marvel movie?

X-Men: First Class was a Fox film, part of the original run that began with x men 2000, not a Marvel Studios production. Marvel Studios is now developing its own X-Men film, which TheWrap reports is dated for May 5, 2028 in US theaters with Jake Schreier directing. For the newest status, see the new x men movie page.

Was X-Men: First Class good?

Opinions differ, and our verdict sits on the rankings page. In numbers, the film grossed $352.6 million worldwide on a $160 million budget, according to Box Office Mojo. You can see where we place it in the series on our x men movies ranked page.

Is John Wraith Nightcrawler's dad?

No film in the Fox series states that. John Wraith, played by will.i.am, appears in x men origins wolverine, not in First Class. Nightcrawler (Kurt Wagner) is played by Alan Cumming in X2 and by Kodi Smit-McPhee in x men apocalypse, and First Class features a different teleporter, Azazel, played by Jason Flemyng.

Did Raven sleep with Magneto?

Not in the story as the film tells it. Raven, played by Jennifer Lawrence, ends the film by choosing to follow Erik when he takes the name Magneto, but the plot presents that as a choice about identity and side, not a romance. That is my reading of the film.

Is there an X-Men: First Class sequel?

The follow up is x men days of future past, released in 2014, which brings the First Class cast together with the original X-Men cast. The saga continued with x men apocalypse in 2016 and dark phoenix in 2019.