It’s pretty tricky to make a compelling prequel because instead of having a starting point for a story, you have an end point. For the X-Men mythic world, we know that Magneto is the bad guy who can control any metallic substance and the Charles Xavier runs a school for “gifted” children as a way to support and train other mutants in a world that’s fairly hostile towards these über-humans and their often creepy or frightening abilities. But how’d they get to be these two old guys perpetually fighting each other, one representing the forces of chaos and destruction while the other is organization, fitting in and light?

That’s what X-Men: First Class explains and it does so in a terrific manner, creating one of the very best, most thoughtful superhero films of the last few years. It opens in a WWII  concentration camp with young Erik Lensherr (played as a youth by Bill Milner) watching his mother killed before his eyes by Nazi scientist Sebastian Shaw (Kevin Bacon) as a way to push him to use his amazing telekinetic abilities which only embody when he’s angry. He eventually escapes and the film moves forward to 1962, just prior to the Cuban Missile Crisis, which we learn was manipulated into being by Shaw, who we learn is also a mutant, but with very evil intent.

CIA agent Moira MacTaggert (Rose Byrne) recruits brilliant young doctoral student Charles Xavier (James McAvoy) to help them find and capture Shaw, and he assembles a team of mutants to help, including Raven (Jennifer Lawrence), Angel (Zoë Kravitz), Beast (Nicholas Hoult), Banshee (Caleb Landry Jones) and Havok (Lucas Till). Problem is, Shaw has assembled his own gang, notably including Frost (January Jones), Azazel (Jason Flemyng) and Riptide (Alex Gonzalez).

The effects are interesting, the scenes of Xavier training the other mutants to channel and master control of their power and the battles, culminating with a massive battle on the beach in Cuba are all entertaining and well staged, and the thoughtful way that the Cold War tensions are woven into the film really added a lot. Then again, I read lots of books about history, so hearing the  JFK speech about Soviet aggression in Cuba was very familiar.

There’s lots to like with X-Men: First Class, and rather to my surprise, Erik was a highly likable character throughout, even to the end when he full embraces the alter ego of Magneto and rallies his band of evil mutants to fight Professor X and the establishment. I’ll also note that there are a lot of lovely women in lingerie throughout this movie, starting with Frost’s rather eyecandy-esque outfits and even to CIA agent Moira pulling off her staid agency wear to parade into the enemy camp as a barely-clad dancer. That definitely worked for me, and, in fact, the entire film was a fun exercise in solid storytelling and enjoyable, interesting characters from the very first moment. It’s a keeper and a very good entry in the X-Men series.