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X-Men: First Class is a 2011 American superhero film directed by Matthew Vaughn. Based on the characters appearing in Marvel Comics, it is a prequel to the X-Men film series. X-Men: First Class was released on June 1, 2011 in the UK and on June 3 in the US.

The film is set primarily in 1962 during the Cuban Missile Crisis and focuses on the relationship between Professor X and Magneto and the origin of their groups, the X-Men and the Brotherhood of Mutants. The film stars James McAvoy as Professor X and Michael Fassbender as Magneto. Other cast members include Kevin Bacon, January Jones, Rose Byrne, Jennifer Lawrence, Zoë Kravitz, Nicholas Hoult and Lucas Till. The film was mostly shot in England and parts of the United States.

At a German concentration camp in occupied Poland in 1944, scientist Dr. Schmidt observes young Erik Lensherr bend a metal gate with his mind when the child is separated from his parents. In a Westchester County, New York mansion, young telepath Charles Xavier meets homeless young shape-shifter Raven. Overjoyed to meet someone else "different" like him, he invites her to live with his family. In his office, Schmidt orders Lensherr to similarly move a metal coin on a desk, and kills his mother when the child cannot. Lensherr's out-of-control magnetic power manifests, killing two guards and destroying the room, much to Schmidt's delight.

In 1962, an adult Lensherr has begun tracking down former Nazis, hoping to find Schmidt and take revenge. In England, Oxford University graduate Xavier is publishing his thesis on mutation; Raven, now his foster sister, lives with him. In Las Vegas, CIA agent Moira MacTaggert follows U.S. Army Colonel Hendry into the Hellfire Club, where she sees Sebastian Shaw, Emma Frost, and Azazel. After Shaw threatens Hendry, Azazel disappears with the officer; moments later Hendry is in the War Room, advocating that the U.S. install nuclear missiles in Turkey. Shaw later kills Hendry, revealing himself as Schmidt and demonstrating the energy-absorbing mutant power that has de-aged him.

MacTaggert, seeking Xavier's advice on mutation, meets him at a pub where he is celebrating the completion of his doctorate, and convinces him and Raven to join her at the CIA, where they convince Director McCone that mutants exist and Shaw is a threat. Though McCone refuses to employ the mutants, they are sponsored by the unnamed "Man in Black Suit", another CIA executive. Xavier tracks Shaw down, arriving in time to stop Lensherr, who had attacked Shaw, from drowning as Shaw escapes. Xavier brings Lensherr to the CIA's secret "Division X" facility. They meet young scientist Hank McCoy, a prehensile-footed mutant whom Xavier inadvertently outs as a mutant. McCoy, developing a bond with Raven, promises her he will find a way to normalize their appearance. Xavier uses a mutant-locating device, Cerebro, to find and recruit mutants for training to stop Shaw. He and Lensherr find stripper Angel Salvadore; taxi driver Armando Muñoz, who takes the code name Darwin; Army prisoner Alex Summers, who calls himself Havok; and Sean Cassidy, who dubs himself Banshee. Raven takes the name Mystique.

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