The X-Men films are kind of a huge letdown as a whole, aren't they? The first two are pretty good, but everything good they had going for them was completely destroyed once The Last Stand came to fruition. Thank you, Brett Ratner. And X-Men Origins: Wolverine just drove the franchise even further into the ground; kudos, Gavin Hood. So there probably isn't any reason to get excited over a new X-Men film even if it is a prequel to the X-Men films people actually enjoy. Why would we want to see another comic book movie with limitless potential only to drop the ball yet again? Not only does X-Men: First Class take that ball and run with it but it uses it in all the right ways and reminds you why you loved the X-Men in the first place.

The cast is way better than it has any right to be. Everyone fits their character incredibly well and works fantastically as a cohesive unit. Kevin Bacon seems like a bit of an odd choice for Sebastian Shaw at first, but any doubt you may have is washed away once you finally see him absorb energy. His role as the main villain may be significantly smaller than you may imagine, but his more than qualified acting chops make nearly every scene he's a part of memorable (nothing really tops his first scene with young Magneto though). James McAvoy does an excellent job handling Charles Xavier. He's gentle, kind, and really seems to care about helping his fellow mutants. Michael Fassbender as Magneto manages to have the strongest on-screen presence. He's intense, powerful, and emotional; the best-rounded character of the film.

It was gratifying to see McAvoy and Fassbender make the roles of Professor X and Magneto their own without completely rehashing what Patrick Stewart and Ian McKellan established the first time around. That is often a problem when it comes to prequels; these younger actors wind up focusing on mimicking the older version of who they're meant to portray without putting their own spin on it. Luckily, that wasn't an issue here.

No expense was made when it comes to the special effects either; Azazel is a perfect example. By the end of the film, you still won't know anything about the character other than the fact that he can teleport like Nightcrawler and is a master swordsman. His teleporting ability is just as fun to watch as Nightcrawler's was in X2 and his fight sequences (especially the one with a particular blue mutant) are always quite engaging. Most of Magneto's scenes involve some pretty hefty CG and it's pulled off rather well. The metal fillings scene is a personal favorite along with the Argentina bar scene (pay particular attention to the slow building yet unnerving music used during that scene along with the weapon used at the table). Then there's the obvious scene of Magneto reversing the missles that's being shown in nearly every advertisement these days. Beast is probably a high point of the special effects. Nicholas Hoult portrays Hank McCoy rather flawlessly (other than one scene that I won't spoil); brainy, shy, not sure of himself, and ashamed of his mutation. Beast's transformation is one of the best scenes in the film though. It gave me flashes of An American Werewolf in London. It's a shame we didn't get to see more of him as Beast because the one good long scene we see of him is really impressive.

One of the things that make X-Men: First Class so good is that we get to see how these characters grow into the superheroes and super villains that we know and love today. And again, while the film loosely follows the comics it still manages to blossom and mature into something exceptional on its own while also planting the appropriate seeds to line up with the Bryan Singer X-Men films.

So by now you have an idea of how good the film is, but is there anything bad about it? Some characters feel really underdeveloped; Riptide, Darwin, and Angel come to mind, but the biggest disappointment is Havok. There are no connections that he's actually the brother of Cyclops and many will be upset about that. Plus his character doesn't really feel very useful in comparison to both Beast and Banshee who at least put their powers to good use on several occasions throughout the film. Other than a few minor gripes about certain characters, which could surely be rectified in future installments; there really isn't much to complain about with X-Men: First Class.

Do not let other 20th Century Fox comic book related films put you off, X-Men: First Class deserves to be held in the highest regard right next to Marvel's best. The cast is practically overflowing with talent, the storyline is both sharp and absorbing, the special effects are probably the best they've ever been in any X-Men film, and the appropriate connections are made to the best parts of the original films. X-Men: First Class should be the standard for all X-Men films from here on out. It's intelligent, engrossing, and spectacular. It's easily the best X-Men film yet.

For those of you who don't know, this edition of X-Men: First Class is not available at all stores, thus why the price is more expensive. I was fortunate enough to get this edition at Target, and they have a ton of them there, so if you live near a Target store, check there and get yourself a copy!

Anyways, for those of you who aren't aware, the normal Blu-Ray release of this film does not include a DVD copy of the film, which may be an inconvenience to some. However, this release does, as well as the Blu-Ray disc and Digital Copy Disc from the normal release. Unless you need a DVD copy of the film, you don't need to get this release. However, I think that this should have just been the original release, because it is convenient to get a DVD copy of the film. The film itself is fantastic, one of the best comic books ever made along with The Dark Knight, and it is presented in beautiful 1080P HD, with one of the best transfers released this year. The audio quality is also fantastic and will shake the walls with it's fantastic mixing and volume levels. As for the special features, they are solid if not a little underwhelming. The features on the disc are great, such as the X marks the spot viewing mode that has X's placed in specific parts of the movie to show a behind the scenes feature (kind of like on The Dark Knight release), a documentary on mutants, and some stunt work stuff. It was overall solid, but I wish there was more. Still, it is worth the price if you are an X-Men fan or enjoyed the film.

Again, I don't know why the original release didn't come with a DVD copy of the film, I think that it is somewhat ridiculous. And if you are buying this product online, don't even bother because you will most likely feel ripped off. However, if you have a Target store nearby with copies of this edition in stock, it is worth picking up. It's the same price as the other release and includes a DVD copy of the film. If, however, you don't have one near you or any copies in stock, the normal release should be just fine.

What drew me to check out X-Men: First Class was not any particular love of comic books nor any particular fondness of the previous films. What drew me to this film was the presence of actor Michael Fassbender, whose increasingly eclectic work has continued to impress me more and more with each new film he appears in. I recall little about the first three X-Men films, besides that I found them enjoyable and I admit that I haven't even bothered to see X-Men Origins: Wolverine. I figured it was only a matter of time before Fox rebooted the X-Men series after the lackluster reception of the last two X-Men films. Bringing in director Matthew Vaughn, the director of 2010's cult hit Kick-Ass, X-Men: First Class is a summer blockbuster that delivers on all fronts, while reinventing and re-energizing the series.

The film opens with the same scene that opened the first film, introducing us to Erik Lehnsherr as he's separated from his mother at a Nazi prison camp. These first scenes, particularly Erik meeting his mortal enemy Sebastian Shaw (Kevin Bacon), are surprisingly effective. Several years later, the film sets itself up against the backdrop of the 1960s Cuban Missile Crisis as Charles Xavier (James McAvoy) is recruited by CIA agent Moira MacTaggert (Rose Byrne) to assemble a team of mutants for the purpose of stopping Shaw from triggering World War III. Charles forms a partnership with the vengeful Erik (Fassbender) to help him assemble the team, which already consists of Charles' adopted sister Raven (Jennifer Lawrence), and the film leads us through the events that culminate in Charles, Erik, and Raven becoming Professor X, Magneto, and Mystique, respectively.

The story and screenplay give credit to six people total and the key to the success of this movie may be that one of those six people is Bryan Singer, the director of the first two X-Men films whose absence may have been what guided the last two films into mediocrity. His involvement, Vaughn as the director, and the changing of the time period all have significant impact on the film's success. The material seems much more at home in the 60s time period, while also helping to establish a different atmosphere and tone that separates it from the other films in the series.Vaughn emphasizes a steely, gray palette, an atmospheric visual aesthetic that gives the film a much bleaker tone than it's predecessors. He's assisted in establishing this effective atmosphere by the ominous musical score by Henry Jackman that lends to the atmosphere and builds the suspense.

There is some great talent in front of the camera. Lawrence, a recent Oscar nominee is a perfect fit for the young Mystique and Kevin Bacon gives a diabolical performance as the antagonist, but it is Michael Fassbender whom I believe will walk away from this film a star. It's sad that with so many great roles behind him in the last few years Fassbender has to play Magneto to finally get the recognition he deserves. With that said, Fassbender's performance as Magneto is fascinating to watch and brings a new level of depth to the character. His charismatic performance shows Erik as a tortured soul, but also a (forgive me for not being more eloquent, but no term I can think of is better) bada**. Furthermore, he shares remarkably strong chemistry with McAvoy and these two work well enough together to carry more films in this series.

What really elevates the material beyond it's predecessors and, for that matter, most superhero movies, is the level of drama and genuine humanity it contains. It's a complete success as a summer action film, but it's much more than that; it's a genuinely good, well-made film. In addition to that, it's almost unbearably entertaining. I found it riveting for it's entire 132-minute running time, while marveling at how it's so insanely entertaining without relying on contrived, repetitive, action sequences to guide its entertainment value. There are some negative elements; Mystique's makeup looks much cheaper than it did in previous incarnations and there is the occasional cheesy line of dialogue, but none of this was substantial enough to negatively impact my view of the film.

X-Men: First Class is exactly what it's title implies; first class. Backed by a script that is both entertaining and intelligent, guided by great direction, and brought to life by a tremendous cast, I have no reservations calling this the best X-Men film yet. It has all the things you could want from a summer blockbuster; action, adventure, intelligence, soul, Magneto exacting revenge on Nazi's, great performances, and one of the funniest cameos I've seen in a long time. It's not a masterpiece, as it sticks a little too close to the summer-film template but, be that as it may, the heart must rule the head and I have no qualms admitting that I loved it.

GRADE: A-