After working through it and working it over, I've come to the conclusion that X-Men: First Class is a bad movie. This pains me more than I should like to admit, because there's some deep groundwork for a very good movie here. This unfulfilled potential and the interesting takes on familiar characters and backstories make this a film worth seeing if you're a Marvel and X-Men fan. However, on the whole, the average viewer should remain skeptical, and only go if they're feeling very sporting — this film ranks solidly below Thor, dwelling closer to the level of the later X-Men films and Origins: Wolverine.
X-Men: First Class portrays the origin stories for the several of the franchise characters, providing flashes of background for Magneto, Professor X, Raven, and Beast, and other charismatic heroes in training. The government, guided by the tolerant good will of agent Moira McTaggart, provides intrepid young Charles Xavier (James McAvoy) and Erik "Magneto" Lensherr (Michael Fassbender) with the means of finding and recruiting fledgling mutants. These superhuman allies come in handy when mad mutant supremacist Sebastian Shaw (Kevin Bacon) attempts to ignite the Cold War into a hot one.
The best acting by far is the work by McAvoy and Fassbender, and the camaraderie and conflict between them creates the foundation for an excellent origin story. They have genuine fraternal spark in their scenes together, and they evoke the right kinds of respective energies: Magneto a sinister and alluring intensity, and Xavier a sense of calm, bordering on skittishness. If we're to take these characterizations at their word, Xavier is enthusiastic and sharp, but he hasn't yet developed into the powerful leader that Patrick Stewart will eventually portray. That's fine... if anything, it's a fairly good explanation for the eventual fragmenting of the mutant coalition.
Somewhere buried in this story, there's also a very potent account of oppression, victimization, and retaliation. The motifs of racial and genetic superiority, tyranny of the majority, and fear of the Other are present at all times, and there's a lot of potential for nuance, depth, and complexity. Reactionary liberation, assimilation, identity politics, the subliminal identification with the oppressor; lots of bloggers are covering this, even as we speak. X-Men: First Class is, if nothing else, a great spark to start conversations like this.