The two most interesting aspects of the X-Men are absorbingly explored in this prequel that takes us back to the childhoods of rival mutants Magneto and Professor Xavier, played in the first three films by classically trained Shakespearian actors Ian McKellan and Patrick Stewart.  Professior Xavier wants to work with humans and use the evolutionary mutations that result in superpowers to promote peace.  Magneto believes that the mutants are the product of an evolutionary leap forward and the sooner the humans are dispensed with, the better.  While the super-powers and special effects are fun, it is this argument and the fluid loyalties of their followers is at the heart of the X-Men saga. This film takes us back to the days when the two were allies, if not friends, set in the post WWII Cold War era.

First, it gives us a glimpse of the two men as children.  Magneto, then Erik Lehnsherr , is taken to a Polish concentration camp with his mother.  His anger and anguish at being separated from her fuel his power to bend metal and control magnetism.  He is taken to meet with a doctor who murders his mother to get him to access that power again.  He is tortured to develop it further.

Charles Xavier is a British boy from a wealthy family living far from the war in Westchester, New York.  His power is telepathy.  And his only friend is a fellow mutant named Raven, whose natural appearance is blue and scaly but who has the power to take on any shape.  Xavier (played as an adult by James McAvoy) gets a PhD in genetic mutation while Lehnsherr (played as an adult by Michael Fassbender) is exclusively focused on revenge against the doctor who killed his mother, now known as Sebastian Shaw (Kevin Bacon).

The great strength of the X-Men series is the way it taps into the feelings of all teenagers of being mutants.  It is a natural part of that time of life to feel alienated and isolated, a bit horrified with the changes they are going through.  Some of the best moments of the X-Men sagas are when the mutants learn for the first time that they are not alone and begin to own their strangeness and take pride in their powers.  This film has a witty “outing” reference and as an origin story, it makes the most of its opportunity to show the young mutants collected by Xavier showing off for each other.  The film also makes good use of its mid-century setting, hyper-accurate in the production design and slightly skewing the history to make the atomic age both a cause of the mutations and playing field for those who want a “final solution” for the human race.  Lehnsherr’s views are more understandable in the context of his experiences; he has seen what happens when those who are seen as “other” are identified; they can be rounded up and killed.  January Jones looks like she just walked out off the set of “In Like Flint” and her expressionless style works well for the icy Emma Frost.  Bacon looks like someone who has just come from a party at the Playboy Mansion, smooth as a member of the Rat Pack in German and English.  And it makes judicious use of archival footage, weaving President Kennedy’s announcements about the Cuban missile crisis into the story so effectively he might qualify for a supporting credit.

Director Matthew Vaughn gives the material a more straight-forward and conventional treatment than he did with “Layer Cake” and “Kick-Ass.”  There are some sly in-jokes for the fanboys (a cameo appearance, two references to Xavier’s future baldness) but it does not have the heightened tone or self-awareness of his other work or the witty romantic fantasy of the underrated “Stardust.”  Fassbender and McAvoy do their best, but he story and characters are more in service to the summer-movie special effects, which makes it fun, if not especially memorable.  It is a serviceable film with moments of brightness and energy and fine performances but it never really comes alive.

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