This prequel to the X-MEN trilogy begins with a young Eric Lesher in a World War II concentration camp. They find out he has powers and the Nazi scientist in charge (Kevin Bacon) forces Eric to use them. Only they kill his mother in the process. Then we go to a twelve-year-old Xavier, who finds a strange blue visitor in his house. No, it's not a Smurf. It's a young shape-changing Mystique. As they get older, and we see them as young adults, it's clear Mystique is interested sexually in Xavier but he views her as a sister.
The majority of the movie happens in 1962 and eventually culminates during the events of the Cuban Missile Crisis, with friends Lesher and Xavier coming together to save the world. The bad guy is Sebastian Shaw, who turns out to be the Nazi scientist who killed Lesher's mother in WWII.
While I thought the story was just so-so, the casting is right on, with Rose Byrne (28 WEEKS LATER) as Moira MacTaggert and January Jones (MAD MEN) as Emma Frost.
The most interesting character is Hank McCloy, aka "The Beast", and I wished they spent more time on him. You do get to see him in both forms--as the gorilla footed scientist and the blue-werecat. I had no idea who the devil-looking Azazel was, but obviously he turns out to be the father of NIGHTCRAWLER, since he appears similar (only red) and can teleport.
X-MEN: FIRST CLASS is the lesser of the X-MEN movies. In fact, I enjoyed the WOLVERINE: ORIGINS better than this film.