X-Men: First Class is definitely the best in the X-Men franchise.

Prequels can be tricky. In the X-Men series, there have been two – Wolverine, which takes a look at how Logan (Hugh Jackman) becomes the knives-for-fingers badass mutant we know and love, and now X-Men: First Class. I thought Wolverine missed the mark a bit, but that is not the case with First Class.

In it, we see how Charles “Professor X” Xavier (James McAvoy) and Erik “Magneto” Lehnsherr (Michael Fassbender) meet as young men in the 1960s. Xavier, who comes from a lonely aristocratic upbringing, hones his telepathic and mind control abilities as an Oxford graduate student, specializing in gene mutation. Along the way, he also meets a young girl named Raven (Jennifer Lawrence), a fellow mutant who has the ability to shape shift and will later become the enigmatic Mystique. Erik, on the other hand, is a Holocaust survivor who uses his power to control magnetism to seek revenge on those Nazis who killed his family and experimented on him — especially one Sebastian Shaw (Kevin Bacon), a particularly nasty former Nazi-sympathizer scientist who turns out to be a mutant himself.

Xavier, Erik and Raven end up joining a secret sect of the CIA, along with a few other young special recruits, including brilliant scientist Hank McCoy (Nicholas Hoult) who eventually becomes The Beast. Together, these mutants form the First Class of X-Men, guided by the wisdom of Xavier, the brute force of Erik and non-mutant help from CIA Agent Moira MacTaggert (Rose Byrne). They try and stop Shaw and his mutant lackeys from starting a nuclear war under the guise of the 1962 Cuban missile crisis. Did you know that whole thing was perpetuated by mutants? I sure didn’t.

The retro First Class feels almost like a James Bond flick, with Shaw hiding out in his submarine “lair,” surrounded by his minions, including January Jones as yet another ice queen, telepath Emma Frost, who can quite literally turn her female form into a diamond. There’s also a guy (Jason Flemyng) who looks like a demon and can teleport objects through another dimension and another (Alex Gonzalez) who creates whirlwinds. There’s a stripper (Zoe Kravitz, daughter of Lenny Kravitz and Lisa Bonet) with insect wings who shoots fireballs out of her mouth, and a dude named Darwin (Twilight’s Edi Gathegi) whose body can adapt to any adverse environment. For me, that’s the beauty of the X-Men movies; everyone has a different unique ability or superhuman power, which makes it endlessly fascinating to watch. And First Class has some great mutants.

The film is also bolstered by the acting talents of McAvoy (Wanted) and Fassbender (Inglourious Basterds). In order for First Class to work, it was essential to find the right actors to portray pivotal characters Professor X and Magneto as younger men because we had to believe they would end up as the powerhouse adversaries Patrick Stewart and Ian McKellen. McAvoy and Fassbender handle it beautifully. There’s such tragedy in Erik’s past, and Fassbender nails that intense anger and deep pain which turns into an overall hatred for humans, while McAvoy displays Xavier as rather cavalier at first, only to see him grow stronger as a true educator – and leader. The young Lawrence, who nabbed an Oscar for her performance in Winter’s Bone, more than holds her own as the conflicted Raven, who thinks she wants to be normal. Bacon serves well as the villain – and there are numerous choice cameos from a variety of well-known character actors (and a few surprise ones as well).

Finally, I must tip my hat to director Matthew Vaughn. As a protege of director Guy Ritchie, Vaughn has only helmed four films so far, including the taut British gangster flick Layer Cake and highly enjoyable Kick-Ass — and continues to show considerable skill with First Class. Of course, he did have some help from producer Bryan Singer, who directed the first two X-Men movies and has always fully understood how to bring these comic-book characters to life. So, with Vaughn, they once again capture the story’s innate conflict of a being a mutant, between wanting to be like everyone else and embracing their own unique abilities even if they seem threatening. I so want more X-Men movies, but I’m afraid nothing might be able to top this one.