When I first learned of X-Men: First Class and watched the pre-production roll in, I scoffed at the obvious cash-grab. I knew that Fox Studios needed to keep making X-Men movies in order to hold onto the license, so I believed they would just churn out crap in order to keep making money. I thought First Class would be a bloated, stink-pile of the cheapest Hollywood tripe.

I was wrong.

X-Men: First Class is an incredibly emotional and action-packed superhero adventure. It never gets bogged down in all of its various plots and creates movie magic with its portrayals of Charles Xavier and Magneto. This movie is bloody brilliant.

This history, the depth, the friendship are all perfect.

This prequel is a triumph, and puts the other three X-Men movies to shame. While clearly part of the same movie continuity (for the most part), First Class carves out its own world with its own characters, and I want more. Leaving the theater, I wanted to see the sequel immediately. I want to see what happens next – and I don’t mean the original trilogy or the comics. I want to see more of the First Class world. Even though it covers the same ground as the original trilogy, and features a few of the same characters, it is a new and different beast all together. It’s a prequel in name only, creating its own franchise rather than worrying about fitting into the previous films.

At least I hope that’s the case. Though it does help deepen some of the stories and emotions in First Class if you’re familiar with the original trilogy, and vice versa. I imagine Mystique’s character and Beast’s appearance in Last Stand will now have an added depth.

At the heart of First Class is the friendship and eventual split between Charles Xavier and Erik Lensherr, the man who would be Magneto. Despite everything else that’s going on, this is the good stuff, and the movie does not disappoint. The acting is phenomenal. Xavier is a fun, lively character, and Magneto is hard, ruthless and yet incredibly human. Their friendship absolutely works. And when it all comes crashing down in the film’s climax, you feel the pain and loss between these two men. You feel their friendship as well throughout the film. They are a pleasure on screen together.

Hats off to James McAvoy and Michael Fassbender. They make you forget about Patrick Stewart and Ian McKellen, though it’s fun to link them with the older actors facing off from the original trilogy. I kept flashing back to the “We are the future Charles, not them. They no longer matter” scene from X-Men as I watched McAvoy and Fassbender together. That was a blast.

Yellow, blue and gray are not his colors.

Beyond the Xavier/Magneto stuff, there’s a lot going on in this movie. But despite that, it never got bogged down or bloated. I felt that everything and everyone got exactly the sort of attention that was deserved. Chief amongst these is the action plot, about Xavier and Magneto teaming up and stopping Sebastian Shaw’s plot to destroy the world. The tension builds nicely throughout the film, with both sides gaining in strength, power and understanding until we have an epic showdown in the very middle of the Cuban Missile Crisis. The historical context works, and the final battle stands on its own as an action-packed superhero adventure.

I will avoid spoilers since there is a lot happening that you may not expect. I know I was surprised and excited with certain scenes.

Shaw is a suitable bad guy, just don’t go expecting the Hellfire Club from the comics. He’s villainous and definitely dangerous, and Kevin Bacon plays him well. His link to Magneto and their final confrontation is especially good. Emma Frost does much more than look pretty, though I wasn’t floored with January Jones. Her performance was fine, but she wasn’t as drop-dead sexy or sultry as one might want Emma Frost. She looked kind of uncomfortable in the lingerie. Not impressive.

Nothing needs to be said about Azazel or Riptide. Despite being two of the oddest choices to make it into an X-Men movie (A plague upon The Draco!!), they serve their function as Shaw’s henchmen. Though I did feel the link to Nightcrawler in X2 was unnecessary and takes away from Kurt’s unique style.

The first class of the X-Men are all pretty cool. Banshee is a lot of fun, but none of the others stand out. The recruitment montage seems to come out of nowhere, as if someone along the way realized they needed an actual team of X-Men rather than just letting Xavier and Magneto handle everything. We’ve got Banshee, Havok, Angel Salvatore and Darwin. None of them are among my favorite X-Men, so there was no fanboy glee for me. They were all just cool and served their purposes. Moira MacTaggert was there too.

Here comes the yellow spandex...

As I mentioned before, two characters who really shine are Mystique and Beast. We learn where they came from and how they came to terms with who they are as mutants. Mystique has an especially fun character-arc, while Beast’s is more thought-provoking. Learning what we do about them in First Class, re-watching them in the original trilogy will be especially fun. One might even be able to say that Beast now has a fully-realized character arc from First Class to Last Stand, perhaps even including his tiny cameo in X2.

So in closing, X-Men: First Class is a fantastic film. It’s exciting and action-packed in all the right ways, and definitely has a special sort of feel to it for a superhero movie. It’s uniquely its own. The characters were all good, some more than others, and the character arcs are all delightful to watch on screen. I left the theater wanting more.

And though it may still be a cash-grab to hold on to the X-Men license, I’m perfectly fine with that now. As long as they keep making movies this good, I’ll be happy.