X-Men: First Class

Original Air Date: 
June 2011

Credits:movie poster Matthew Vaughn (Director), Ashley Edward Miller, Zack Stentz, Jane Goldman, Matthew Vaughn (Screenplay), Lauren Schuler Donner, Brian Singer, Simon Kinberg, Gregory Goodman (Producers), Stan Lee, Tarquin Pack, Josh McLaglen (Executive Producers), Henry Jackman (Composer), James McAvoy, Michael Fassbender, Jennifer Lawrence, Kevin Bacon, Rose Byrne, January Jones, Nicholas Hoult, Zoe Kravitz, Caleb Landry Jones, Lucas Till, Oliver Platt, Jason Flemyng, Edi Gathegi, (Main Actors)

Brief Description: In Poland, 1944, a young Eric Lensherr is in a concentration camp with his family. When he is separated from them he displays strange powers that gain the attention of Klaus Schmidt, the head of the camp. He calls Eric to his office and gets him to use his power again but the boy can’t, so Schmidt kills his mother, provoking him into a display of magnetic manipulation. At the same time in New York, a young Charles Xavier comes across a girl named Raven breaking into his house. Realizing she is a mutant, he invites her to live with him. In the years that pass, Eric survives the camps and spends his early adulthood tracking and killing the camp workers. In 1963, Moira MacTaggert, a CIA agent, goes undercover in a Las Vegas club. There she witnesses important government personnel meeting with people with strange powers. Once of the people is Schmidt, now going by the name Sebastian Shaw, and he hasn’t aged a day since the concentration camps. He forces a military general to vote in favor of putting missiles in Turkey in preparation for a war with Russia. Afterwards, Moira tracks down Charles in a bid to find out more on genetic mutations and brings him to the CIA. When the CIA realizes he has powers, they decide to let him use an offsite facility. Later, they track Shaw to a yacht but, when they go to arrest him, they find Eric is also there to kill him. Shaw manages to escape in a submarine and Eric reluctantly joins Charles and his team. At the CIA facility, they meet a young man named Hank McCoy, who turns out to be a mutant with an incredible intellect and very large, beastly feet. Charles uses a device Hank created to find more mutants to rally to their cause. They end up gathering Banshee, Havok, Angel and Darwin and bringing them to the facility. When the CIA gets wind that Shaw will be meeting with a Russian general, they leave the students to go an capture him. However, his associate Emma Frost is there instead and so they capture her. She tells them that Shaw intends to start a third world war which will wipe humans out with the inevitable nuclear winter. At the same time, Shaw and his gang attack the CIA base and kill many agents. They ask the students to join them, which results in Angel’s defection and Darwin’s death. When Charles gets back, they relocate to his childhood mansion to train. Shaw meets with the Russians and convinces them to put missiles in Cuba to use against the US in case of war. This sparks off an international situation as a Russian missile ship heads to Cuba whilst the Americans send their own boats to stop it. Hank has developed a serum using Raven’s shape shifting powers in a bid to conceal the visible aspects of their mutations. Raven chooses not to take it, even though she desperately wants to be accepted by society. However, Hank does take it but it has the opposite effect and amplifies his mutation, turning him into a blue, furry beast. The team trains in their abilities and then heads to Cuba, where a standoff is happening between Russia and America. The Russians eventually decide to halt the ship, bringing the missiles but Shaw has had one of his men kill everyone on board it. Charles uses is powers to make one of the other Russian ships blow up the runaway ship before a war is started. He then has Banshee find Shaw’s submarine under the water. Eric uses his power to raise it out of the water to reveal to all the ships that there is someone else manipulating events. Shaw’s men attack the team’s plane and both the submarine and plane crash onto the shore of Cuba. Whilst the two teams square off, Eric goes into the submarine to find Shaw. He discovers him in a room, absorbing radiation and turning himself into a nuclear bomb. After a tense discussion, Eric eventually kills Shaw, much to Charles’s horror. Meanwhile, the Americans and Russians decide that they only have one chance to take care of the mutants and they launch all the missiles they have at the beach. Eric stops them and turns them back. Charles and Eric fight until Moira intervenes and a deflected bullet hits Charles in the spine. The missiles drop into the ocean and the two men realize they are vastly opposed to each other’s tactics. Eric leaves with Shaw’s team as well as Raven, whilst Charles goes back to his mansion. He later mindwipes Moira, so no one can get any information out of her about their whereabouts. Eric breaks Emma Frost out of jail and she joins his newly formed brotherhood.

Full Synopsis: 
(Poland, 1944) 
On a grim, rainy day, a group of prisoners are being marched through a concentration camp. A young, teenage boy looks around at the prisoners working behind various metal fences. They all have numbers tattooed on to their wrists. A group of Nazi soldiers start splitting up the prisoners and the young boy is separated from his mother and father. They are ushered away with a group of other prisoners through a metal gate. The boy runs towards them but the gate closes before he can get to them. As the soldiers barricade the gate ,some more soldiers hold the screaming boy back. He holds out his hand towards his family and yells loudly. As he does so, the gate starts to bend at the top and the soldiers holding the boy struggle to hold him back. As the gate starts to twist, another soldier walks up to the boy and slams the butt of his rifle against his head, knocking him unconscious. As everyone falls to the ground, a man views the incident from a window of a building.

(Westchester, New York, 1944) 
In a large, stately mansion another boy sleeps soundly in his bed. He suddenly wakes up and walks out into the corridor. With a baseball bat in his hands, he slowly goes down the stairs and towards the kitchen, where he hears clunking noises coming from. He enters the kitchen and then lowers the bat when he realizes that it’s his mother, who was looking through the fridge.

His mother, wearing a smart red dress and pearl necklaces, smiles back at him when he says he thought she was a burglar. She tells him she didn’t mean to scare him as she was just getting a snack. She tells him to go back to bed but he stares at her with a worried look on his face. After a few moments of silence, she asks what the matter is and tells him to go to bed again. After he doesn’t reply, she smiles and bends down to his level. She says she will make him a hot chocolate but instead he asks who she is.

The smile on her face fades as the boy looks at a photo on the wall of he and his mother. The woman in the kitchen is wearing exactly the same clothes as his mother is in the photo. The boy asks what she has done with his mother. He then uses telepathy to tell the woman that his mother has never set foot in the kitchen in her life and she certainly never made him a hot chocolate. The woman backs away, clutching at her head and looking around to see where the voice came from. She looks at the boy again and her eyes turn yellow. Her face then starts to turn blue and the change sweeps across her body until the boy is staring at a young, blue girl with lizard-like skin and red hair.

The boy smiles and the girl comments that he isn’t scared of her. The boy says he always believed her couldn’t be the only one in the world who was different. He steps forward and holds out his hand, introducing himself as Charles Xavier. The young girl takes it and tells him her name is Raven. He says that she is hungry and alone and so she can take whatever she wants, she doesn’t have to steal. He tells her she never has to steal again, causing the girl to smile.

Back in the concentration camp, the first boy, Erik, is in an office of a man. The man who is in his late 40’s and sports a thin moustache, puts on a gramophone record and sits down at his desk. In German, he tells Erik that he isn’t like the Nazis and that genes are the key. Their goal of blue eye and blonde hair is pathetic. He opens a bar of chocolate and eats a piece as Erik looks on with a traumatized look on his face. The man puts the chocolate on the desk and slides it towards Erik, offering him some. The boy looks at it for a few seconds but then tells the man he wants to see his mother. The man takes back the chocolate and says to Erik that genes are the key to unlocking the door of the new age. A new future for mankind. He then asks Erik if he knows what he is talking about.

Before Erik can answer the man continues and says that it’s a very simple thing he asks of him. He then points to a coin on the desk and tells him a coin is nothing compared to a big gate. The boy scrunches up his face in concentration and stares at the coin. He reaches out his hands as if trying to manipulate it but is unable to make it move. He stops and tells the man that he can’t do it because it is impossible.

The man sits back in his chair and thinks for a second. He muses that the one thing he can say about the Nazis is that their methods get results. He tuts and then apologizes to Erik. He leans forward and rings a hand bell on his desk. Two soldiers walk in with Erik’s mother. They stand next to a glass wall with a surgeon’s room on the other side of it. An operating table sits in the middle as well as numerous medical instruments lining the walls. Erik runs over to his mother and hugs her.

The frail-looking woman asks how he is but, before he can answer, the man signals to his guards and they separate the two. The man opens his desk draw and pulls out a gun. He points it at Erik and he says he is going to count to three and Erik will move the coin. If Erik doesn’t move the coin, then he will pull the trigger. With that, he points the gun to Erik’s mother instead and the boy immediately tries to move the coin with his powers. The man counts to one and Erik calls out to his mother. She tells him he can do it as the man counts to two. Erik tries hard to move the coin and looks back at his mother. She tells him everything is alright and he continues trying to move the coin. After a few seconds of Erik struggling, the man counts to three and shoots his mother dead.

Erik stops what he was doing and a blank look sweeps his face. The man stares at him and Erik looks at his mother’s body on the floor. He turns back to the man and a flash of anger now washes over his face. The bell on the man’s desk suddenly twists and compresses, making a groaning, metallic sound. The man is delighted at the result and smiles. Erik screams out loud and the filing cabinet draws fling open, surprising the man. The filing cabinet then crumples into a heap and the man seems even more excited. The look of happiness fades when Erik turns and starts to crush the soldier’s helmets. They grab their heads and fall to the floor as their skulls break. All the metal instruments in the room next door start to shake and the man stands up to see.

Erik continues to scream and hold out his arms as everything in the surgeon’s room starts to flying around. Finally, he stops and everything falls to the floor. He hangs his head and starts to cry. The man walks over to him and puts his arms around his shoulder and congratulates him. He tells Erik they unlock his power with anger and pain. He opens a door into the surgeon’s room and they walk in. The man tells him they are going to have a lot of fun together. He places the coin in Erik’s hand, pats him on the back and then walks away.

(Geneva, Switzerland, 1962) 
Many years later, a now adult Erik sits in a hotel room, still sporting the numbered tattoo on his arm. As he levitates the coin around his fingers, he stares at a map on the wall that has many photos and documents pinned to it. One of the pieces of paper is a sketch of the man who shot Erik’s mother. Erik reaches out his hand and the coin flies across the room and hits the image, right between the man’s eyes.

(Oxford University, England) 
A woman with one green eye and one blue eye stands at a bar. An adult Charles walks up to her and says “heterochromia.” She tells him a gentleman would at least offer to buy her a drink first. Charles touches his fingers to his head and then asks the barman for a pint of bitter for him and a brandy for the lady. The woman is a little surprised and asks how he knew that. A little way off, another blonde woman sits at a table, watching the scene.

Charles introduces himself and she tells him her name is Amy. He tells her that heterochromia is a reference to her eyes and it’s a very groovy mutation. He tells her she is a mutant and she retorts by saying that first he propositions a girl and then he calls her deformed. She asks how his seduction technique is working and he replies that he will tell her in the morning. She smiles and he says that mutation took them from a single celled organism to the dominant form of reproductive life on the planet. Infinite forms of variation with each generation, all through mutation. She smiles at him again and tells him they should reclaim the word. They pick up their drinks and declare they are mutants and proud.

The woman who was watching them from the table rolls her eyes and stands up. She walks over to them and tells Charles that it looks like she will have to buy her own drinks. Charles orders one cola as Amy turns and says that he was just telling her how she was like one of the first sea creatures that grew legs. He adds that she is a bit sexier and then introduces Amy to his sister, Raven. The two women shake hands and Amy asks what Raven is studying. Raven tells her waitressing and Amy smiles awkwardly. Raven’s left eye suddenly changes color and Amy points out she has heterochromia too. Charles is a little confused until Amy tells him to look at Raven’s eye. A displeased look comes across his face when he sees her. He puts some money on the bar and tells Raven to get her coat.

They leave the bar and he tells Raven not to talk to him as she did it on purpose. She says she didn’t and he knows she can’t control it sometimes if she is stressed or tired. He tells her she is doing a good job right now and she mocks him by repeating “mutant and proud” but in a funny voice. She says that it is only with pretty mutations or invisible ones like his. But if you are a freak you had better hide. He tells her she is being ridiculous and says that a small slip up is one thing but a big one doesn’t bare thinking about.

Back at home, Raven is in her blue form and brushing her teeth in the bathroom mirror. She keeps repeating “mutant and proud” and then stares at herself. She spits out her toothpaste and solemnly says “if only.” She leaves the bathroom and goes to Charles, who is writing at his desk. She asks if he would date her and without looking up he replies he would, and any man would be lucky to have her as she is stunning. He says she means looking like she does now. He looks up, a little confused and after a few seconds says “blue.”

She looks sad and he tells her that she is his oldest friend. She corrects him and says she is his only friend. He closes his journal and says that he is incapable of thinking of her that way and he is responsible for her. He goes and sits on a sofa and she follows him, asking what if he didn’t know her. He tells her he does know her and then immediately says he doesn’t know what has gotten into her lately, as she is awfully concerned with her looks.

She sits down next to him and puts her head on his chest. She says she is sleepy and asks him to read to her. He tells her he has a thesis to write and she tells him to read that as it always puts her to sleep. He starts reading and says that to Homo neanderthalensis his cousin, Homo sapien, was an aberration. Peaceful cohabitation, if ever it existed, was short lived. Records show that the arrival of the mutated human species in any region was followed by the immediate extinction of their less evolved kin.

In Geneva, Erik walks up to a prestigious looking building with guards outside. Inside, Erik sits in front of a desk belonging to a banker. Erik has put a brick of gold on the desk that has the Nazi swastika imprinted on it. The man says that possession of the gold is illegal and he should inform the police. In French, Erik tells him he doesn’t want to play his game. The man asks where he got it from and Erik simply replies it was from a friend. He adds that he recommended the man’s bank most highly. The man asks if Erik knows their terms and he replies he does. Erik smiles and picks up a picture of one of the man’s children. He says the man should know his terms and that the gold is what remains of his people. Melted from their possessions and torn from their teeth. It is blood money and the man will help Erik find that bastards responsible for it.

The man tries to reach for a panic button on the side of the desk but he can’t touch it. Erik is manipulating his metallic watch and he causes the man to slap himself. The man is a little stunned and Erik tells him not to touch the alarm. Erik stands up and approaches the man, saying he wants Klaus Schmidt. He pushes the man on the chest and asks where he is. The man says that they don’t have the addresses of their clients, as they aren’t that sort of bank. Erik grins sinisterly and holds out his hand towards the man’s mouth. The man twitches for a few seconds and his mouth pries open. Erik asks if he has metal fillings but they aren’t gold. He must be worried someone might steal them. The teeth in the man’s mouth make a crunching sound and he says that Schmidt is in Villa Gesell in Argentina. He pleads with Erik and after a few tense seconds one of his fillings pings out of his mouth. Erik holds it in his hand and the shocked man holds his mouth. Erik thanks him and picks up his gold and briefcase. He tells the man that he would love to kill him so if he warns anyone he is coming, Erik will find and kill him. With that, he leaves the stunned man.

(Las Vegas, Nevada) 
A man and a woman sit in a car across the road from a club named Atomic. The woman, Moira MacTaggert, has a pair of binoculars and she watches various people come and go from the building. She suddenly spots someone she recognizes as Colonel Henry and asks her partner if it is him. He asks if she means the NATO guy and takes the binoculars. He looks through them to see a middle-aged man with thinning red hair getting out of a car. He confirms it is Colonel Henry and then counts three mob bosses, the Italian ambassador and the CEO of Lockheed. Moira says they can’t all be communists and says the Hellfire Club must be something else. The man’s interest is peaked when he spots a group of scantily clad women get out of another car and enter the club. He turns to Moira and is shocked to see her stripping off to her underwear. He asks what she is doing and she tells him she is using some equipment the CIA didn’tgive her. With that, she exits the car and runs across the road.

Inside the building, Colonel Henry waits outside a large wooden door. The door opens and a beautiful, blonde-haired woman walks out. She is dressed in very revealing clothing, which is all colored white. She introduces herself as Emma Frost, Sebastian Shaw’s associate. Henry eyes up Emma and asks where Shaw is. She tells him he is having a party and then gestures to the group of scantily dressed woman who are walking down the stairs towards them. Emma tells Henry that the women are the entertainment and they all walk through the door.

Emma takes Henry’s arm and walks him through the room. Upbeat music blares out of a music system as men in tuxedos gamble on casino tables in the middle of the room. At area of the circular room, a bar serves drinks and all around the outside are booths which are concealed by curtains. The women walk down some stairs into the casino pit as the men look at them and wolf-whistle. Moira tags on to the end of the line of women and enters the room.

As the rest of the girls mingle with the men, she stands at the bottom of the stairs and views the scene. She looks towards the booths and sees the women closing the curtains once they have a group of men inside. Moira spots Emma and Henry in a separate booth. Before she can do anything, though, Emma closes the curtains. Moira begins to make her way across the room but is stopped by two men. As they try to hit on her, she apologizes and tells them she has been booked by Colonel Henry. She smiles and waves as she walks towards the booth Emma went into. She opens the curtains but is shocked to see no one inside. She turns around to check they are not elsewhere in the room but she cannot see them anywhere. She enters the booth and closes the curtains behind her.

In a quieter area of the club, a man turns on an old record player. Taking his drink, he walks across the room and offers someone a refill. The man is Klaus Schmidt, who hasn’t aged a day since the World War II. Sat on a sofa in the luxurious room, Colonel Henry declines the offer for a refill. Schmidt, now calling himself Sebastian Shaw, smiles and sits down on another sofa. He comments that Henry has blocked the proposal to put Jupiter missiles in Turkey. He tells Henry that he expects he will reconsider. Henry replies that they have had this conversation before and says if they put nukes in Turkey or any country that close to Russia and they are looking at war.

In the booth, Moira sits down and starts pressing and pulling things. Eventually, she hits a button in the middle of the table and the small booth spins around. When it stops, she finds herself on the other side of the wall in a study-like room. She immediately gets up and presses herself against the wall. When she realizes no one is around, she slips out of the booth and across the room to a desk. She starts leafing through papers on the desk and stops when she finds one written in Russian. She looks amazed but also pleased.

Elsewhere, Shaw tells Henry he doesn’t ask for favors, he expresses his expectations. With a smile on his face, he tells Henry again that he expects he will reconsider. Henry says the only thing he will reconsider is having another glass of the champagne. With that, he stands up to get some. Shaw turns behind him to a man, Riptide, who has been quietly sitting at the bar. Shaw twirls his hands around and Riptide lifts up his hands. As he does so, wisps of wind start spinning from his fingertips, blowing his long dark hair around. As Riptide waves his hand, the wisps coalesce and a small cyclone is created. A stunned Henry asks what they put in his drink. as the cyclone grows bigger and advances on him. The cyclone pauses in front of Henry for a few seconds until Riptide gestures his hand and it slams into him. Henry is thrown backward and into the air, slamming into the wall.

Moira hears the thud of Henry hitting the wall and immediately ducks down. She looks to the wall the noise came from but only sees a row of bookcases. She walks over to them and sees one is not lined up properly and it is in fact a door.

In the room, Emma and Shaw walk towards Henry, who is sat on the floor. Using telepathy, Emma speaks into Henry’s mind and asks if he was thinking of running and hiding. She tells him it doesn’t matter where he goes, there isn’t a fortress in the world that can keep them out. Moira peeks through the crack in the door to see Emma and Shaw standing over Henry. Shaw nods to Emma and she turns her flesh into a diamond form. Moira is shocked and she stands up and looks away. She looks back to see Shaw tell Henry that it is a genetic mutation caused by the evolution of the human genome. Shaw then asks where Azazel is and so Emma whistles. Moira looks around her to see if anyone is coming but spots no one. When she looks back, she witnesses a red, devil-like man suddenly appear out of thin air with nothing but a few wisps of red smoke. Shaw tells Azazel he doesn’t want the Colonel to be late and so Azazel gestures for Henry to take his hand. Henry grabs hold of it and they both teleport away with a whoosh and a flash of smoke.

At a NATO conference, a group of men sit around a large circular desk in a war-room. One man says that nuclear missiles in Turkey send a very clear message and the Russian early warning system won’t even have time to kick in. One of the men at the table is Moira’s boss, McCone. He is on the phone with her and tells her it had better he good. After hearing her talk for a few seconds, he asks if she has been smoking the funny cigarettes as people don’t just disappear. Moira is now back in her car and using a phone.

With a tone of urgency, she tells McCone that Colonel Henry was in the club. He looks to his right and sees Colonel Henry sat a few meters away from him. Henry tells the room that he has reconsidered his position and he now thinks they should put Jupiter missiles in Turkey. McCone angrily tells her that Colonel Henry is there and unless he travelled 3000 miles in the last ten minutes she should stop wasting his time. A man leans over and tells McCone that it looks like Henry wants to start World War three. McCone tells Moira he has bigger things to deal with right now and puts down the phone. In the car, Moira’s partner asks if she has lost her mind and wonders what they do now. She thinks for a few seconds and then tells him they need to find an expert on genetic mutation.

At his university, Charles accepts his PhD and become a professor of genetics. As he and Raven leave the ceremony, she asks him how it feels to be a professor. He points out he can’t be one until he has a teaching position. She tells him it suits him but he replies not to say that. Instead, she should say “let’s go have a drink,” which she does. A few seconds later, Moira MacTaggert also walks out of the ceremony and watches as the two walk away.

(Villa Gesell, Argentina) 
Erik walks through a picturesque mountain landscape towards a large wooden building next to a lake. He enters and put his jacket and hat on a coat stand. A bar, tended by a middle-aged man, is situated on one end of the room. Only two other people are sat in the room and they are at a table, drinking and playing checkers. Erik greets everyone in Spanish and walks up to the bar. He asks for a beer and sits down at the bar. As the barman pours the beer, Erik looks around and spots a picture on the wall. The picture shows three men stood on a boat named the Caspartina. Erik recognizes one of the men as Klaus Schmidt and the other two and the men sat at the table behind him.

When the barman brings him the beer, Erik notes that it is German. One of the men behind him speaks up in German and tells him it is Bitburger and asks if he likes it. Without looking at them, he takes a sip and then replies in German that it’s the best. Erik turns to the men and asks what brings them to Argentina. One of the men tells him it was the climate and that he is a pig farmer. The man laughs and Erik politely smiles back. The other man says he was a tailor ever since he was a boy and that his father made the finest suits in Dusseldorf.

Erik stands up and says that his parents were from Dusseldorf. He goes over to the men’s table and sits down. The tailor asks what their name was and. with a smile on his face. Erik replies they didn’t have one. It was taken away from them by pig farmers and tailors. He raises his glass and the men awkwardly clink their own glasses to his. They all take a sip of their beers as the two men exchange nervous glances between themselves. After a few tense seconds, they put their beers down and Erik turns over his arm to reveal his tattoo. The pig farmer slowly reaches for a knife at his side and then suddenly tries to stab Erik. Erik easily fights him off and takes the knife off him. Pinning the man’s arm down, he looks at the blade to see the words “Blood and Honor” inscribed on it as well as the swastika on the hilt. Erik asks which he would care to shed first but the pig farmer replies they were under orders. Erik tells him it will be blood then and jams the knife into the man’s hand, causing him to scream out loud.

The tailor stands up and the barman rushes towards Erik with a gun drawn. The tailor shouts for the barman to shoot but Erik stares at the man and he starts to struggle to hold the gun. His arm swings sideways and the gun points towards the tailor. Erik pulls the trigger and the tailor is shot dead. Erik then causes the knife to fly across the room and stab the barman in the chest. Before he even starts to fall over, the knife is pulled out and is back in Erik’s hand. Erik thrusts the knife into the pig farmer’s hand once more and sits back. He finishes off his beer as the pig farmer weeps and asks what he is. In English, Erik replies that he is Frankenstein’s monster. He then gets up, goes over to the picture on the wall and says he is looking for his creator. With that, he magnetically picks up the gun from the dead barman’s hand and shoots the pig farmer.

Back in England, Charles is drinking a yard of ale from a long yard glass. A large group of people stand around him cheering him on in the pub. He finishes it off to a round of applause and Raven hugs him and sarcastically tells him she is proud of him. Charles says he needs another drink and Raven needs another cola. He staggers towards the bar where Amy is waiting for him. However, before he reaches there, Moira steps in front of him and congratulates him.

Gesturing at the yard glass he is still holding, he thanks her and says it is actually harder than it looks. She corrects herself and tells him she meant the presentation. He thanks her and they exchange names. She asks if he has a minute and he tells her he does for a pretty little being with a mutated MCR1 gene. As he says that, he strokes her hair. He puts her arms around her and they walk over to a table. As they walk, he explains that he says MCR1 but she would say auburn hair. They sit down and he tells her it’s a groovy mutation. Slurring, he starts to say that mutations took them from being single celled organisms to the dominant species of life.

Before he can finish, she cuts him off and says that the routine may go over great with the co-eds but she is there on business. He looks a little confused but she tells him she really needs his help. She asks if the types of mutations he talked about in his thesis could have already happened in people alive today. He stares at her and then carefully puts his fingers against the side of his temple whilst pretending he is resting his head on his hand. He uses his telepathy to look into her mind and see what she saw at the Hellfire Club. He is stunned but she tells him she would rather talk when he is sober. He leans forward and says that something tells him she already knows the answer to her question. He says it is very important to him and if he can help her he will do his upmost.

(Miami, Florida) 
Colonel Henry meets with Sebastian Shaw on board his boat. Shaw asks Henry if he is still drinking champagne but he passes. Shaw asks him who he told about their arrangement and Henry replies no one. Shaw looks to Emma, who is sunbathing on a lounger and she confirms that Henry is telling the truth. Shaw says that they are done there and that they should wrap things up. Riptide starts to walk over to Henry but the Colonel quickly pulls a grenade out of his jacket. He says he knows better than to trust Shaw. He demands that he be allowed to walk out of there with his money or he will pull the pin and they all die.

Shaw tells him to pull it and Henry says he will. He grabs hold of the pin as Shaw walks over to him. Shaw says that he won’t and puts him hand on Shaw’s hand. He takes the grenade off Henry and says that he will. With that, he pulls the pin out of the grenade in front of the surprised colonel. Neither Emma nor Riptide flinches, though. The grenade suddenly explodes in Shaw’s face but, instead of killing him, Shaw uses his hands to contain the explosion. He presses his hands closer together and the fiery inferno gets smaller and smaller. Shaw himself appears to have numerous hands as they blur around the energy. The explosion disappears and Shaw smiles back at Henry.

Henry takes a step back and comments that Shaw is one of them. Shaw tells him he is very astute and then asks Henry if he can guess what he does. Before Henry can answer, Shaw tells him he has the power to absorb energy, which keeps him young. But that is the boring stuff; the fun stuff is what he can do with it once he has got it. He reaches towards Henry and taps his jacket and a wave of energy flows over his as he recoils.

(CIA Headquarters, Langley, Virginia) 
Charles is in a small room giving a presentation to a group of men sat around a table. He tells them that the advent of the nuclear age may have accelerated the mutation process. Individuals with extraordinary abilities may already be along them. He finishes his presentation and sits down. Director McCone asks Moira if she thinks some crackpot scientist is going to make him believe in sparkly dames and vanishing men. He tells her she has brought herself a one-way ticket back to the typing pool and tells everyone the meeting is over. He closes the file he had in front of him and the other agents start to get up.

Charles doesn’t move and he asks Moira to sit back down again. Addressing the other men, he says he didn’t really expect them to believe him, as the only thing he was thinking during their presentation was what sort of pie they were serving downstairs. He adds that it is apple pecan and then turns to Moira and tells her he hasn’t been entirely honest with her. One of the spectacular things his mutation can do is allow him to read their minds. One of the other agents, Stryker, smiles and says he has seen this thing before at a magic show. He asks Charles if he is going to asks them to think of a number between 1 and 10. Charles smiles back and says that he isn’t but he could ask him about his son William whom he was thinking about. But he would rather ask them about the Jupiter missiles they are currently placing in Turkey. The agents look stunned and then McCone accuses Moira of bringing them a spy. McCone picks up the phone and everyone starts shouting between themselves.

Seeing the chaos, Raven, who had been sitting next to Moira, suddenly stands up and shape shifts to look like Agent Stryker. The room goes silent as everyone stares at her. Raven shifts again only this time she reverts back to her blue, clothed form. Charles asks how that was for a magic trick and another agent, who had been sitting quietly at the back of the room, smiles and says that was the best he ever saw. McCone points to Raven and Charles and says he wants them out of there and locked down until he can figure out what to do. The other agent says that his facility is off site and he will take them.

Moira and her partner, Levine, are walking through a corridor of the CIA building. She is angrily telling him that the director of the CIA should have a little more composure and should be going after Shaw. Instead, he is worrying about the wrong mutants. Levine stops to drink out of a water fountain as Moira continues talking. She suddenly notices he is frozen in place and cannot hear her. Moira hears Charles’s voice, which says that he has frozen Levine for a moment, as he would like to talk to her. She looks around her startled as Charles tells her that he is just as interested in Shaw as she is and that she should meet him on the third floor of the parking garage.

In the garage, Charles, Raven and the man in black walk through the rows of cars. The man in black says he always knew there were people like them out there and he has been the laughing stock of the CIA for years. He tells them they will love his facility but Charles says it will have to wait as they have a lead on Shaw. If they don’t move now, they will lose him. Moira pulls up to them in a car as Raven says that not only can Charles read minds, he can communicate with them too. Charles adds that he and Moira just had a lovely conversation. The man in black is amazed but he tells them he can’t take them anywhere else without permission from upstairs. Charles asks him if he would like to see one more magic trick and then tells him to get in the car, to which the man obediently does so.

Shaw’s boat, the Caspartina, is moored up in a marina. In the darkness, Eric surfaces out of the water, a little way off, and climbs on board. Dressed all in black, he unsheathes a knife and sneaks along the side of the boat. He finds Shaw, Emma and Riptide relaxing at the back. As he walks up to them, the three stand up, alarmed, but Shaw immediately recognizes him. Emma tells Shaw that Eric is there to kill him and so she uses her telepathy to cause him great pain. As he kneels on the floor, clutching his head, Emma sparks memories of the abuse Shaw put him through as a child. Eric throws the knife at Shaw but Emma immediately turns to diamond and catches it. Eric lunges at Shaw, but once again Emma intervenes and throws him off the boat. Shaw smiles and tuts at Emma, telling her they don’t harm their own kind.

Their attention is caught by a loud horn and they turn to see a harbor boat coming towards them out of the darkness. It lights up its floodlights and sends flares into the sky. The other boat announces it is the US coastguard and demands they stay on their vessel. Three fast response crafts full of men are speeding along the water in front of the coastguard. Emma announces that they have a telepath, as she makes contact with Charles’ mind. Charles, Moira and the man in black are also on the coastguard boat and Charles is trying to use his telepathy. Charles starts struggling and announces he has lost Shaw. He tells them that this has never happened before and that he thinks there is someone like him on the ship. With a tone of amazement, he tells them he can feel her inside his mind and that he won’t be much good to them.

On Shaw’s boat, Riptide walks to the side and creates two cyclones on his outstretched palms. As Charles and Moira watch in horror, he launches them forward at the three boats coming towards him. They are flung into the air and the men are thrown into the water. On the other side of Shaw’s boat, Eric is treading water. He uses his powers to pick up the boat’s anchor out of the water.

As Charles and Moira are ushered into the safety of the coastguard boat, Charles suddenly feels a pain in his head. He stops and tells them that someone else is out there. He quickly goes back to the deck and points to where Eric is. They look to see the boat’s anchor float high into the air, which the chain whipping around below it. Shaw and Emma look up at it and decide it’s time to go. Eric yells and launches the anchor at them, crashing through the deck of the boat. It swoops up into the air again and goes around the side. As it does so the chain pulls tight and slices through the top deck. Shaw and Emma run along the corridor and fall to the ground as the chain goes over them, destroying everything in its path. The anchor eventually rips off the chain and is catapulted away.

The lower hull of the boat opens up and a small submarine drops out of it. It starts to move away as Eric looks on. Eric uses his powers and grabs hold of it, but it is too strong and he is dragged along behind it. Emma and Riptide are operating the craft, whilst Shaw takes the captain’s seat.

On the coastguard boat, Charles screams to Eric that he has to let him go. The submarine goes under the coastguard boat but Eric continues to hold on. As Charles watches Eric disappear beneath the surface, he runs to the other side of the boat. He dives into the water and grabs hold of Eric, who is transfixed with the submarine. Eric struggles against Charles, but the telepath speaks into his mind and tells him he has to let go. Charles says he knows what it means to him but he is going to die and then he begs him to calm down. Eric eventually stops struggling and watches as the smug Shaw escapes. The two men surface and Eric immediately tries to punch Charles. Gasping for breath, Eric asks who he is and Charles introduces himself. Eric tells Charles that he was in his head and asks how he did it. Charles informs him that Eric has his tricks, and so does he. Charles tells him he is like him and Eric replies that he thought he was alone.

(Covert CIA research base) 
Moira’s car pulls up to the CIA base and she, Eric, Charles, Raven and the man in black get out. The man in black welcomes them to his facility and tells them that his job is to investigate the application of paranormal powers in military defense, to which Eric immediately adds “or offense.” The man informs them that Shaw/Schmidt is working with the Russians, so he will need their help to stop him. Charles asks if they are to be the CIA’s new mutants division and the man tells him it’s something like that.

Inside, the group stands in a large hanger and stare up at a scale model of a jet plane. They hear a voice call out to them and turn to see a young man in his early twenties and wearing a lab coat, walking towards them. Gesturing to the model, he says it’s supersonic and the most advanced plane ever built. He tells them they should see it in real life, as it’s incredible. The man in black introduces them to Hank McCoy, one of their most talented new researchers.

Charles immediately smiles and walks towards Hank. He shakes the young man’s hand and comments that he is pleased to see another mutant already there. Hank looks a little taken aback as Charles turns to the man in black and asks why he didn’t say before. The man seems confused and Charles realizes that he didn’t know. He awkwardly turns to Hank and apologizes. The man in black walks towards Hank and the young man nervously says he didn’t ask, so he didn’t tell. Raven smiles and asks if his mutation is being super smart. Charles tells her that Hank graduated from Harvard at fifteen, to which Hank says that’s all he wishes it was.

Charles tells him he is amongst friends now and he can show off. With a weak smile, Hank takes off his shoes and socks to reveal large, ape-like feet that look almost like hands. Everyone is amazed and he catches Raven smiling and so smiles back. He ushers them to the side and jumps into the air. He flips upside down and clings on to the model plane with his feet. Everyone laughs with astonishment and Raven goes up to him and tells him he is amazing.

On their submarine, Shaw and Emma watch a TV news report about the presence of nuclear missiles in Turkey. As the report informs them that the Russian president declared he wouldn’t be the first to initiate any action, Shaw turns to Emma and says they will fix that once they get to Russia. Emma says that’s unless the CIA gets them first. Shaw tells her he will take care of them too but Emma points out that if the telepath gets inside his head, he won’t be as much fun as her.

Shaw walks over to case and opens in to reveal a grey helmet inside. As he puts it on, he tells her the Russians made it. He asks her what he is thinking and she concentrates hard. After a few seconds she tells him she doesn’t know and he smiles. He tells her she is the most exquisite thing he has seen in his life and that his drink needs ice. She takes his drink and walks through the submarine control center where Azazel and Riptide are working. She climbs up a ladder and exits the submarine. Turning her finger to diamond, she cuts a lump off a chunk of ice. The submarine has burst through a huge ice-sheet as it has surfaced.

Back at the CIA, Hank and Raven are sat in the hanger. Hank says he promised himself he would find a cure ever since he was a little boy. He tells her she has no idea what he would give to feel normal. As he says the word “normal,” Raven says it at the same time and their eyes meet. Raven tells him that Charles has never understood; he may be different but he never had to hide. She asks if the serum he is creating affects abilities or just looks. He nods and she asks if it would work on her. He tells her he could look into it, as it’s the least he could do after asking her to come down there with such a big request. She laughs and says that when guys ask her out they aren’t normally after her blood.

Stuttering, he tells her he didn’t mean to be forward, he was just excited. The nature of her mutation, if any genes hold the key to changing appearances it’s hers. She tells him he wasn’t being forward as he apologizes in case she thought he was. She leans forward and says she’s sorry he wasn’t. She tells him to take the blood and puts her hand on his leg. He rolls up her sleeve and puts a needle in her arm. She flinches at the pain and he apologizes again. She leans forward and goes to kiss him but, before their lips touch, Eric walks in. He tells Raven that if he looked like her he wouldn’t change a thing. He walks away as Raven and Hank exchange awkward looks.

Eric goes to one of the CIA offices and puts the file on Shaw in his briefcase. He leaves through the front door but finds Charles waiting for him. Charles says that, from what he knows about Eric, he is surprised he has stayed this long. Eric turns to Charles and asks what he knows about him, to which the telepath replies he knows everything. Eric menacingly tells him that he should know that he should stay out of his head. He turns to walk away but Charles says that he knows what Shaw did to him and he felt his agony. He tells Eric he can help him and after says he doesn’t need help. Charles says he needed help the previous night and now it’s not just him he’s walking away from. If he stays, he has a serious chance to be a part of something much bigger than himself. He won’t stop Eric leaving, even though he could. As Charles walks back into the building, he tells Eric that Shaw has friends and he could probably do with some too.

Looking out of a window towards a radar installation, the man in black tells Charles that Hank turned it into a transmitter. It’s designed to amplify brain waves but it could enhance Charles’s telepathic powers so they can find other mutants. Eric enters and asks what if they don’t want to be found. Charles is pleased he decided to stay but Eric ignores him and tells the man in black that, if a new species is to be discovered, it should be by their own kind. He says that he and Charles will find the mutants and not the suits. The man in black tells him that it is his installation and, more importantly, it is Charles’s decision. The man says that Charles is fine with the CIA being involved but Charles replies he isn’t. He agrees with Eric and tells the man they will find the mutants alone. The man asks what if he doesn’t let them but Charles simply wishes him luck in using the installation without him.

Later on, the group enters the radar installation. They walk into the small spherical room that has computer equipment around the outside and a strange device hanging from the ceiling. Hank greets them and tells them he calls it Cerebro, as in the Spanish for brain. They look at the device, which fits on someone’s head and has lots of wires coming out of it. Hank says that the electrodes connect Charles to the transmitter on the roof and, when he picks up a mutant, his brain sends a signal through a relay. Going over to the computers, he says the coordinates of their location are printed out there. Charles puts on the helmet and Eric comments that he makes an adorable lab rat. Charles tells him not to spoil it and Eric smiles, telling him he knows a lab rat when he sees one. Hank asks Charles if he’s sure he doesn’t want to shave his head and Charles tells him not to touch his hair. Hank starts flicking lots of switches and the computers spring to life.

Charles starts to concentrate and he suddenly lets out a cry of pain and grips the railings next to him. He mind is transported somewhere else where he sees hundreds of people going about their everyday lives. In the mist-covered landscape, he darts from one person to the next, as Hank’s computers start printing out coordinates.

Charles finds a teenage girl dancing in a strip club. She is walking on a circular bar and goes up to Eric and Charles, who are at on some stools. Eric hands her some money and she tells him for that amount he can get a private dance. In a side room, Eric and Charles sit on a bed as the girl asks them if they know it’s double for both. Charles tells her it won’t be necessary and Eric adds that they were thinking that she shows them hers if they show her theirs. She tells them that it not the way it works around there, to which Eric clicks his fingers and the champagne bucket floats towards him. She stares in amazement as they sip champagne. She then smiles and tells them it’s her turn. She unhooks her bra to reveal a set of bug-like wings tattooed on her back. The tattoos start to change and turn into a set of real wings. Her wings start to flap quickly and the girl floats into the air. The two men smile and Charles asks if she would like a job where she gets to keep her clothes on.

Next, Eric and Charles jump into the back of a taxi. The driver asks where they want to go and Eric tells him Richmond, Virginia. The driver assumes he means he wants to go to the train station but Charles says he was hoping he would take them all the way. The driver tells him it’s a six hour drive and Eric replies that it will give them plenty of time to talk. With that, he waves his hand and the taxi meter sign flips down, much to the driver’s astonishment.

As the two men continue on, they find themselves being escorted down a corridor by some armed guards. One of the guards asks what they want with a guy like Alex Summers, as they come to a prison cell door. The man says that he hopes they aren’t planning on putting him with others, as he is the first person they have seen that likes solitary confinement. The man opens the door to reveal a blond-haired boy in his late teens sitting in the cell.

At the following location, an aquarium, a boy walks up to a girl, who is staring at some fish in a giant tank. In an Irish accent, the boy tells the girl that it’s crazy; he likes fish and she likes fish. She rolls her eyes as he suggests coming by and talking about it sometime. She tells him she would rather go out with the fish as she walks away. The boy makes a low popping sound at the fish tank glass and a small sonic shockwave reverberates through the water, scaring the fish away. The boy looks at the girl and asks what fish she is talking about, and she turns to see all the fish are now gone. She leaves the room as Eric and Charles walk up to the boy.

In a bar, Wolverine is smoking a cigar whilst having a drink. Eric and Charles walk up to him and they introduce themselves but he tells them to go fuck themselves. They turn around and walk away as the man continues to drink.

Back on Shaw’s submarine, Emma is looking through the periscope at a featureless ocean horizon. She packs the periscope away and asks Azazel if there is anything on the radar or sonar. He tells her there isn’t anything and she replies that they have a problem then. She goes into Shaw’s lounge and presses a button on the desk. A secret door in the wall opens and she walks through. The room inside is covered in mirrors and it has a set of bright blue, luminescent rods coming out of the floor in the center of the room. Shaw stands over the rods, marveling at them. He tells them they are the reason they exist, as they are the children of the atom. She tells him they have a serious problem. She shouldn’t be able to feel the telepath at this distance but it’s as if his reach has been amplified. She says they are recruited and he tells her to go on to Russia and he will handle them.

Eric and Charles sit in the steps to the Lincoln Memorial in Washington DC. Charles tells Eric he can’t stop thinking of the others out there, all the minds he touched. He could feel them, their isolation, hopes and ambitions. Charles says they can help them but Eric points out that identification is how it starts. It ends with them being rounded up, experimented on and eliminated. Charles says it won’t be like that this time, as they have common enemies like the Russians and Shaw. He says the humans need them but Eric adds they do for now.

As night falls on the CIA headquarters, the group of young mutants that Charles and Eric collected now sit in the break room. They are sat in front of a huge window overlooking a small courtyard with a statue in the middle. Raven tells the group they should have codenames as they are secret agents now. She says she wants to be called Mystique and the boy who scared the fish away jokes and says that’s what he wanted to be called. Raven quickly alters her form to look like the boy, much to the shock of the new guys around her. In the guise of the boy, she tells him she is way more mysterious than he is. Everyone claps her and she turns to the taxi driver and asks about him. He tells them that Darwin is already a nickname and it fits, as he adapts to survive. He gets up and goes to a small fish tank in the corner. He dunks his head under the water and gills immediately appear on the side of his head. Everyone claps as he pulls his head out and they disappear again.

Darwin asks the fish boy what his deal is. After thinking for a few seconds he says he is going to be Banshee. Hank asks why he wants to be named after a wailing spirit. Banshee stands up and tells everyone to cover their ears, which they do. He crouches down next to the table where the group had put their drinking glasses. After taking a big breath in, he lets out a high pitched whistle. However, instead of smashing the glasses, the sound destroys the huge window to the room. Everyone laughs and Banshee asks the stripper girl about herself. She stands up, taking her jacket off. She tells them her stage name was Angel and it kind of fits. She turns around and shows them her tattoos, which immediately turn into real wings. Raven enviously asks if she can fly. Angel tells her she can and she can also do something else. She turns to face the open window and spits out an acidic ball that hits the statue in the courtyard.

Putting her wings away again, she asks Hank about himself. Alex laughs and suggests Bigfoot, to which Hank looks uncomfortable. Raven turns to Alex and tells him he knows what they say about guys with big feet and his look kind of small. Darwin turns to Alex and asks what he can do. Now Alex looks uncomfortable and he tells the group he can’t do it in there. They suggest doing it in the courtyard and then start chanting his name. Eventually, he gives in and walks outside. He say to get down when he tells them to, as they walk to the window. Squaring up to the statue, he readies himself. He tells the group to get back and then activates his power. He twists his body around and swirls of red energy spin around him. They then launch towards the statue and slice it in half, as well as cut into the concrete of the building behind it.

Elsewhere, Moira meets with Director McCone. He tells her they have intel that indicates Shaw is meeting with the Russian defense chief in Moscow. She tells him she isn’t there to say “I told you so” and he knows that. He says she wants clearance to bring along her mutants to fight fire with fire and it makes sense. Stryker angrily asks him if he is okay with sending in a bunch of untrained, unarmed freaks. The man in black points out that the “freaks” are dedicated, hardworking people.

Afterwards, Moira, Eric and Charles walk back to their base she tells them that the plane leaves in an hour. Eric tells her the kids aren’t ready for Shaw but Charles tells him that they are a bunch of exceptional young people. They hear music and turn a corner to see the courtyard in a mess. The top half of the statue is on the ground and the group of teens are dancing in the break room in front of a smashed out window. As Hank hangs upside down from the ceiling, Alex is hitting Darwin with a chair. Darwin’s powers have activated and he is now equipped with a hard armor on his body. Moira stands in the window and angrily asks them what they are doing. They immediately stop in their tracks and look guilty. She asks what happened to the statue and Hank yells that it was Alex. Raven comes forward and says his name is Havok now. She then points to Charles and tells him he should be Professor X and Eric should be Magneto. Moira and Eric walk away and Charles tells Raven that he expected more from her.

(Russian Military Retreat) 
A truck drives through the Russian countryside up to a stately home. Moira and Levine are in the front whilst Eric and Charles are in the back with some more agents. Charles opens a hatch into the front and Moira apologizes and tells him they have a problem. She tells them it wasn’t on the map and they look out to see a small checkpoint on the track. As the truck reaches the checkpoint, Charles tells her to act normally and he will take care of it.

The guards ask Levine where he is going and he tells them he’s going back to his farm. One of the guards asks to look in the back and Levine gets out to show him. In the back of the truck, the other agents hear the door slam and immediately get the guns ready. Charles gets them to calm down as Levine opens the doors to the back. The guards cannot see anyone inside, even though it is full of people. Charles is using his telepathy to wipe their presence from the guard’s mind. After getting the all clear from the guards, the truck continues on its way.

The group hides in the tree line and watch as a small helicopter lands on the lawn of the estate. Emma Frost gets out and approaches the house, which has armed guards all around it. Eric asks where Shaw is but Charles points out if he reads Emma’s mind she will know he’s there. He tries something else and takes over the mind of one of the guards outside the front door. He watches as Emma is greeted by the Russian defense chief, who is an elderly man. She apologizes as Shaw is indisposed and he asked her to come in his place. She leans in to the man and tells him that, between them, she is much better company. He leads her in the house and Charles lets go of the guard’s mind. He tells the group Shaw isn’t coming and asks Moira what they do now. She tells them the mission is aborted, as they were there for Shaw.

Eric won’t accept it and starts to head off. Moira grabs his arms and he tells her that Emma is his right hand woman and that’s good enough for him. Moira says that the CIA can’t invade the home of a Russian official and asks him if he’s crazy. He points out he isn’t CIA and leaves.

Inside the house, Emma and the Russian defense chief sit in the bedroom. They have a drink and Emma tells him he must be busy with the Americans refusing to remove their missiles from Turkey. He says he can’t talk about those things but she tells him he doesn’t have to say a word. With that, she stands up and undoes her jacket.

Outside, the barbed wire lining the perimeter suddenly starts grabbing the various soldiers walking around. Moira and her group can only watch in horror. Levine tells them that he is going to start World War three and then commands his agents to move out. Eric runs towards the entrance to the house, taking out every guard he sees. Charles apologizes to Moira and runs off, saying that he can’t leave him. Inside, Eric knocks out two more guards and continues on. As Charles runs past some guards, he hears one struggling and panicking and goes to help. He puts his hand on the man’s face and makes him fall asleep.

In the bedroom, the Russian defense chief is kissing a half-naked Emma on the bed. However, the real Emma is sat on the sofa a little way off, eating crackers. Eric and Charles burst in to see Emma on the sofa and the Russian man fondling thin air on the bed. Charles commends her trick and the man’s illusion suddenly drops. He sees Eric and Charles and reaches for his gun but Charles puts him to sleep. Emma stands up and turns to her diamond form. Charles tries to read her mind but Emma points out that he will never get anything from her whilst she is like that. She runs forward but is caught by the two men. They throw her to the ground and Eric uses the metal frame of the bed to restrain her down. As she struggles, Eric demands she tell them where Shaw is.

After she doesn’t say anything he wraps a metal coil around her neck and squeezes it tightly. As he continues to tighten all the metal coils on her, Charles tells him it’s enough. Eric ignores him and continues to torture Emma. Cracks start to appear in her diamond matrix and she eventually turns to her flesh form again. Eric lets her go and tells Charles she won’t be turning to diamond for a while. Charles uses his telepathy to see into her mind. He sees that Shaw is planning on manipulating Russia and the USA into fighting a nuclear war with one another. Shaw thinks that mutants were born from radiation and what will kill the humans will only make mutants stronger. After seeing what Shaw has planned, Charles turns to Eric and tells him it’s worse than previously imagined. He then tells Emma he’s taking her with them as the CIA will want to question her themselves. She tells him she doubts it as they have bigger things to worry about right now.

It’s night time at the CIA base and the young mutants are hanging out in the recreation room. Two agents walk past the big window and spot them sitting down. One of the agents tells the other he didn’t know the circus was in town and then starts making fun of Angel. When he asks to see Hank’s feet, the young man stands up and closes the curtains. Raven tells Angel that it was just a bunch of guys being stupid. To this, Angel replies that she can handle guys being stupid, she would rather people stare at her with her clothes off than the way those guys stare at her.

A series of loud bangs can be heard and the group goes to the window to see where the noise is coming from. The man in black and another agent are discussing Shaw in a small room. They also hear the noises and stop what they are doing. The man in black goes to the window just as Azazel teleports into the room and takes the other agent. The man in black turns to where his colleague was just as Azazel returns. The red-skinned mutants grabs the man in black and teleports him high into the night sky. They are suspended for a fraction of a second before Azazel teleports away, leaving the man in black to plummet to his death. He lands right in front of the window of the recreation room, causing the teenagers to scream in shock.

Azazel does the trick over and over again, dropping all the agents in the building to their deaths. Sebastian Shaw, wearing his helmet, walks up to the entrance to the building and enters it. He is met by an agent who tells him if he takes another step forward he will put him down. Shaw ignores him and continues walking forward, asking where the mutants are. The agent shoots at Shaw but all the bullets ricochet off him. Shaw grabs the man and lifts him into the air.

A number of agents run into the courtyard and try and calm the teenagers down. Azazel suddenly appears behind the agents and the kids scream and point towards him. The agents turn and open fire on Azazel but he immediately teleports away again. The kids duck for cover behind the sofas as Azazel reappears and causes one of the agents to shoot through the window. The kids look through a window at the other end of the room to see an enormous tornado ripping through the building that housed Cerebro.

In the lobby, Shaw asks the man he is holding where the mutants are. Another agent yells for Shaw to put the man down and tells him they will open fire. Shaw tosses the man into the air and a couple of dozen armed guards open fire. Shaw twists and turns as the bullets hit him but none do any damage. One guard fires a bazooka at him, causing a huge explosion in the center of the room. However, the explosion sucks back in on itself until all its energy has been absorbed into Shaw. The guards stop firing and stare at Shaw in shock.

In the courtyard, Azazel tears through the agents using his teleporting powers along with a small sword. Darwin gets the other kids to run for it and they head out of the door. They come across a group of soldiers in the hallway who stop them in their tracks. In the lobby, Shaw stamps his feet and a huge explosion rips through the room, causing the entire complex to shake. The kids turn and run back into the recreation room, and watch as Azazel and the tornado continue the onslaught. Azazel kills the last agent and then steps through the broken window into the room, just as Riptide does the same from the other side. The kids hear gunshots coming from the corridor and an agent telling someone the mutants are just through the door. The agent then asks for the normal people to be let go but a loud crunch is heard followed by a thud sound.

Shaw walks into the room and asks where the telepath is. Azazel tells him he isn’t there and Shaw takes off his helmet. He addresses the teenagers and tells them he isn’t there to hurt them. As he says that, a guard stands up and tells him to freeze, to which Azazel promptly kills him. Shaw tells the group that a revolution is coming, one where mankind will find out what they can do. Each of them will face a choice; to be enslaved or rise up to rule. They may choose freely but they should know that if they are not with Shaw then by definition they are against him. They can stay and fight for the people that hate and fear them, or they can join him and live like kings. The group is silent as they contemplate the offer but Shaw catches the look on Angel’s face. He holds out his hand to her and she takes it, walking away with him.

The others are surprised and dismayed but Angel tells them they don’t belong there and it’s nothing to be ashamed of. As Shaw and his team step outside, Raven says they have to do something. Darwin thinks for a few seconds and then whispers something to Havok. The two start fighting and Darwin walks away, declaring he is going with Shaw. Shaw asks about his mutation and Darwin tells him he adapts to survive so he guesses he is going with him. Shaw gestures for him to stand next to Angel and he does so. However, as he reaches her, he shouts to Alex, who starts charging his powers up.

Darwin grabs Angel and develops armor over his body. Alex fires his energy disks at Shaw, but the man absorbs the energy from them into his body. Shaw tells him it’s a noble gesture to protect his fellow mutants. Darwin goes to punch him but Shaw easily blocks his fist. Shaw then grabs Darwin by the throat and forces a small energy ball into his mouth. He then has Azazel teleport them all away, leaving Darwin to struggle with the energy. He turns into numerous substances as his evolution ability tries to cope. But eventually it is too much and his power stops working, causing Darwin to begin to combust.

(Moscow, Russia) 
As the Russian army prepares for war, Shaw meets with the Russian defense chief. He apologizes to him for his treatment at the hands of the CIA. He mentions that the Americans have placed missiles in Turkey and he expects Russia will be preparing missile sites of their own, somewhere they know the early warning systems won’t help. Looking at a giant map, he goes over to Cuba and tells the man it is lovely this time of year. The defense chief laughs and tells Shaw they may as well just start a war. A look of seriousness falls over Shaw’s face and he tells the chief that he will make it happen. The man reluctantly agrees and goes over to a phone, wondering what the KGB will think of it. He picks up the phone and starts speaking, but Azazel teleports in with the rest of the team and startles the man. He puts the phone down and stares at Shaw.

Charles, Moira and Eric arrive at the ruined CIA headquarters and find the remaining teenagers sat outside. Charles runs over to Raven and hugs her. He then tells the others he has made arrangements for them to be taken home immediately. They tell him they won’t and remind Charles that Shaw killed Darwin. When Charles protests, Raven says that they cannot even bury Darwin but Eric says they can avenge him. Charles pulls Eric to one side and points out that they are just kids. Eric sternly replies that they were kids and that Shaw has his army and now they need theirs. Charles turns and looks at the rag-tag group for a few seconds and then tells them they will have to train. They all agree but Hank says that they can’t stay at the CIA base even if they open it, as it isn’t safe anymore. He says they haven’t anywhere to go, but Charles smiles and says that they do.

Emma Frost is sat in a chair in the middle of a small empty room. The director of the CIA and Agent Stryker are talking behind a two-way mirror that looks into the room. The director says they have to turn her over but Stryker replies that the law only applies to humans. Mutants are dangerous and, in times like these, safety is more important than liberty. Stryker says that there’s a war coming but the director turns to him and asks who it is with. Emma stands up, walks towards the mirror and turns her hand to diamond. She uses her finger to cut a hole in the glass so she can see the two men. She says that Stryker poses an excellent question but the term war suggests that both sides stand an equal chance of winning.

Somewhere in the ocean, a Russian ship loaded with missiles sails towards its destination. One of the crew informs the captain there is no sign of any American ships and the captain tells him to maintain the course.

At the Pentagon, a soldier points to a huge map on the wall and says that the Russians are sending their missiles to Cuba. They have a week before the ship hits the coast. Pointing to a curved line in the sea around Cuba, the soldier says their ships need to be there as the Russian missile ship arrives. One of the politicians says that if the ship crosses the line, then they would have declared war on America and they will have no alternative than to retaliate will a full nuclear response. All the men around the large table agree and the order is given to send the American fleet.

Charles and his group stand outside a large manor house, staring up at it. Banshee asks if it’s his and he replies that it’s theirs. Eric sarcastically tells Charles he doesn’t know how he survived living in such hardship. Raven steps forward and says that it was a hardship softened by her. She then invites the rest in for a tour.

In Moscow, the Russian defense chief addresses a room of military and political figures. He informs them the Americans have dispatched their warships to Cuba. It leaves them with no option but to send their fleet too. When the rest of the men agree, the defense chief gives the order to send the ships.

A news report informs everyone that President Kennedy has signed a formal proclamation, setting up a blockade of all missiles armed for Cuba. The Soviet Union declared it as a step along the road to unleashing a thermal nuclear war.

Charles escorts Havok to a bunker under the mansion. He explains that his father took the threat of nuclear war very seriously and he had the bunker built. Havok asks him if he thinks he is going to blow through the walls but Charles laughs and says the bunker was built to withstand a nuclear bomb. Havok, who has been carrying a manikin, places it down in the one end of the bunker and walks away. He explains to Charles that, when he uses his power, bad things happen. Charles explains that it’s because he cannot control his power, it controls him.

When they reach the other end of the bunker Charles leave the room and closes the door tightly behind him. After a loud alarm goes off he enters again to find numerous slashes of fire covering the bunker walls. He grabs a fire extinguisher and vows to Havok that he will find a way to teach Alex to control it.

Later on, Beast fits Havok with a shirt that has a large circular device on the chest section. He explains that it’s just a prototype right now and the real one will be an entire suit. The sensors measure his energy output, the panel channels it and the excess is absorbed. Charles and Hank leave Havok to try and hit the middle of the three manikins down the other end of the bunker. He activates his power and a beam of energy bursts from his chest and hits the left manikin. He does it again and hits the right one. Afterwards, they remove the two side manikins and Hank and Charles take their places. Charles tells Havok that he wants him to hit the manikin in the middle. Havok and Hank are both surprised but Charles says he has complete faith in him. Havok unleashes his energy beam but this time it hits the manikin without damaging anything else.

In the garden, Charles and Moira are with Banshee. Banshee lets rip a small scream and some panes of glass, a little way off, shatter. Charles tells the young boy that he is hitting a pitch of sound that has the same resonant frequency as the glass, which is why it smashes. Pointing to his vocal chords, he says that it is like any other muscle in the body and he can control it.

Afterwards, Hank and Charles fit Banshee with a suit that has wings like a flying squirrel. Banshee asks if he is sure it will work and Hank replies that anything is possible, but Charles cuts him off before he can say much more. They go to one of the upstairs windows and Banshee sits on the ledge. Charles tells him to scream as loud as he can, to which Hank adds the sound needs to be super-sonic. If he hits them at the right angle, they should carry him. Banshee picks up on the “should” and dryly tells him that it’s reassuring. He holds out his arms, jumps out of the window and lets rip a pitiful scream. He hits the floor and everyone just stares.

Later on, they are all standing on top of a huge radar dish. Banshee is wearing his wings and he tells Chares he trusts him but not Hank. Banshee is noticeably scared and he says that he’s going to die. Charles begins to tell him they won’t make him do anything he doesn’t want to but Eric pushes Banshee off the dish. He starts to scream and the force begins to keep him flying in the air. As Banshee soars through the air, Eric looks at Charles and tells him he knows he was thinking the same.

Hank and Charles are running along the paths around the mansion. Afterwards, Charles quotes “In each of us, two natures are at war” from Jekyll and Hyde by Robert Lewis Stevenson. He explains that it isn’t about good and evil, but rather man’s animal side and the struggle to conform. It’s that struggle which is holding Hank back. He gets Hank to take off his shoes so that he can use his beastly feet. He tells Hank that if he wants to beat him this time he needs to set the beast free. They race again and Hank easily does a lap of the mansion before Charles can even get down the pathway. Charles congratulates him but Havok comes up to them and says with feet like them, all he needs is a red nose. Hank walks away in embarrassment as Charles tells Havok off.

Mystique is in one of the rooms using a set of weights and she spots Beast walking by the window. They wave to each other and smile. Suddenly, the weights she was lifting float high up into the air and Eric walks in. He tells her that if she is using half her concentration to look normal then she is only half paying attention to whatever else she’s doing. He drops the weights and Raven grabs them, shifting into her blue-skinned form as she does so. He says that she wants society to accept her but she cannot even accept herself.

Afterwards, Raven brings Hank a drink as he works on the blood samples he took from her. He says that she is extraordinary, as her cells age at half the rate of normal ones. She has the most incredible cellular structure he’s ever seen. He sits down on his lap to look through his microscope and he looks nervous.

In the grounds of his estate, Charles points a pistol at Eric’s head. He asks Eric if he is sure and then arms the gun. Charles looks scared as he tries to pull the trigger but Eric has a masochistic grin on his face. Charles lowers the gun and says he cannot do it but Eric grabs his hand and points the gun at his head again. He coaxes Charles on, saying he knows he can deflect it and he is always saying her should push himself. Charles becomes annoyed and points out that if he knows he can deflect it then he isn’t challenging himself. He asks whatever happened to the man who tried to stop a submarine and then hands Eric the gun back. Eric says that for something that big he needs the situation and the anger. Charles replies that anger isn’t getting the job done and it’s nearly gotten him killed.

He looks into the distance and gestures for Eric to try something a little more challenging. In the distance is the giant radar dish and Charles wants Eric to turn it around. Eric stares At Charles in silence for a few seconds and then holds out his hands, trying to manipulate the dish. After struggling for a few seconds, he gives up, exhausted. Charles tells him that he believes true focus lies somewhere between rage and serenity. He asks if he can use his telepathy and then goes into Eric’s mind.

Eric looks overwhelmed as childhood memories of his mother and he flash into his mind. Charles tells Eric he just accessed the brightest core of his memory system. Charles thanks him for the beautiful memory but Eric replies that he didn’t know he still had that. Charles tells Eric there is more to him than he knows, there is more than pain and anger, there is good too. When he can access all that, he will possess a power no-one can match.

He urges Eric to try and turn the dish again. As tears stream down his face, Eric holds out his hands towards the dish. Loud metallic creaking sounds echo across the landscape as the dish slowly starts to turn towards the two men. Eric laughs in amazement and Charles congratulates him. Just then, Moira sticks her head out of one of the mansion windows and tells them the president is about to make his address.

The group crowds around a small TV in the study. President Kennedy delivers a speech that informs the country it is the policy of the nation to regard any nuclear missile crossing the embargo line around Cuba as an attack on the USA but the Soviet Union. Eric says that’s where they will find Shaw and Charles adds that, with two superpowers squaring off to start World War three, he won’t leave anything to chance. Eric suggests they all get a good night’s sleep and then leaves.

As the Russian ship gets closer to Cuba, they are being covertly followed by Shaw in his submarine. Shaw and Angel watch a news report that shows the country getting prepared for a nuclear war. Shaw turns to the young girl and says that the world is primed for war and there is no-one who can stop him.

That evening at Charles’s mansion, Hank visits Raven in her room. Carrying a box, he says he has a surprise for her. She opens the present to see two injection needles full of a green fluid. He explains the serum acts like an anti-biotic that attacks the cells that cause the physical mutation. It won’t affect their abilities, just their appearance. Raven looks solemn and Hank asks if she still wants to do it. She leans forward and asks him if they have to hide, but he replies she is hiding right now like he has his entire life. He doesn’t want to feel like a freak all the time; he just wants to look normal.

Hank picks up one of the needles and starts to ready it but Raven stops him. She tells him he is beautiful and perfect just the way he is. Look at all they have achieved this week and all they could achieve. They are different but they shouldn’t try and fit into society, society should aspire to be more like them. She tells him “mutant and proud” and then shifts from her human form into her natural blue form. Hank says that even if mutants are accepted into society, his feet and her natural blue form will never be deemed beautiful. Raven shifts back into her human form again and looks heartbroken. Hank tells her she looks beautiful now and tells her they need this cure. He takes one needle with him and leaves Raven alone.

In the study, Charles and Eric play a game of chess. Charles says that Shaw has declared war on mankind and must be stopped. Eric replies that he isn’t going to stop Shaw; he’s going to kill him. He asks if Charles has it in him to allow that but his friend but stares at him in silence. Eric says he has known why he was here all along but things have changed now. What started as a covert mission has now made it so humans will know mutants exist. Tomorrow the world will see and they won’t differentiate between them and Shaw. They will fear mutants and that fear will turn to hatred.

Charles speaks up and says that they won’t if mutants risk their lives to prevent a war. They have it in them to be the better men but Eric replies that they already are. They are the next step in human evolution and Charles said it himself. Things start to become heated between the two men as Eric asks if Charles is so naïve to think humans won’t battle their own extinction. After tomorrow, human will turn on mutants but Charles is so blind to it because he believes they are all like Moira. Charles replies that Eric believes they are all like Shaw. He continues, staring at Eric and looking serious. He tells him that killing Shaw will not bring him peace but Eric replies that peace was never an option.

Hank sits at a table in his lab and prepares the needle with the serum. He stares down at his beastly feet and sticks the needle in one of them. He watches and, after a few seconds, his feet start to shrink down into regular looking feet. He smiles and looks relieved his serum has worked. But after another few seconds, his feet starts to change back again, only this time worse than before. As his skin starts to turn blue, his legs swell up and his trousers rip, exposing blue fur underneath. He grabs his feet, only to see his hands are also becoming blue and furry. He flails around and falls to the ground, knocking lab equipment over as he does so. He finally catches site of his blue face in the reflection of some glass.

Eric walks into his room to find Raven, naked and in his bed. He tells her to get out as he wants to go to bed, and maybe she can come back in a few years. She shifts into a slightly older looking woman but he tells her he prefers the real Raven. She shifts back into her younger form but he emphasizes he meant the real Raven. She morphs once again but this time into her blue form, to which Eric calls it perfection. She asks him to pass her a robe but he tells her she doesn’t have to hide. He sits down on the bed and asks if she ever looked at a tiger and wanted to cover it up. Raven is an exquisite creature and the world has tried to tame her all her life. But now it’s time for her to be free. With that, Eric leans down and kisses her.

Later on, Raven walks into the kitchen, completely naked in her blue form. Charles is getting a drink from the fridge and Raven wonder what her life would have been like if he hadn’t found her that night. He is shocked to see her naked and tells her to put some clothes on. She tells him that isn’t what he said when he first saw her but then again pets are always cuter when they are little.

They sit down at the table and Charles says he doesn’t know what has gotten into her lately. He asks for her to tell him what the problem is and then threatens to read her mind. She told him he promised he would never do that but he replies that until recently he never had to use his powers to know what she was thinking. Raven angrily tells him she used to think it would be him and her against the world. But now, no matter how bad the world gets, he just wants to be a part of it. She gets up and storms out, leaving Charles alone.

In the morning, the team goes to Hank’s lab but finds a note on the door from Hank, saying that he has gone to the hanger and that they should bring the box marked with an X. They enter the lab to see it has been completely destroyed. All the scientific equipment has been smashed and the tables and chairs are all upturned. Charles walks through the carnage to a box silver box with an X marked on top. He lifts the lid and the team crowds around and looks inside. Havok asks if they have to wear them, to which Charles points out that since none of them have mutated to withstand extreme G-force or being riddled with bullets he suggests they suit up.

Later on at the hanger, the team, who are now dressed in yellow and blue armored suits, looks up at a state-of-the-art jet. Mystique asks where Hank is and a voice calls out to them in the distance. Hank walks over to them but, as he gets closer, they see that he has changed considerably. When he steps out of the shadows, they see his skin is blue and he is covered in long blue fur. His face has taken on a more beastly look, which includes pointy teeth and cat-like cheeks. Looking ashamed, he tells them the serum didn’t attack the cells… it enhanced them. He says it didn’t work but Mystique replies that it did. This is who he is meant to be and he doesn’t need to hide anymore.

Eric taps him on the shoulder and tells him he never looked better. Hank loses his temper, grabs Eric around the throat and snarls not to mock him. Charles gets him to let Eric go and Havok decides that he should be called Beast. Banshee asks if he can fly the jet to which Beast replies of course he can… he designed it.

In the waters just off Cuba, the Russian missile ship speeds towards the island whilst the American and Russian naval fleets square off against each other. On the American commanding ship, one of the crew members tells the captain that the missile ship will cross the embargo line in three minutes. Staring through a pair of binoculars at the ship, the captain sounds general quarters and all the crew begin to get ready for battle. The captain of the lead Russian ship is also watching the missile ship through a pair of binoculars. One of his officers asks him why he is waiting and suggests it might be for new orders. The captain tells him he has lived through one war and he doesn’t want to start another. With that, he yells for the crew to man their battle stations.

The commander of the American fleet orders the ship’s weapons be aimed at the missile ship. On the Russian lead ship, new orders come through from the Kremlin that give the order for the missile ship to reverse its course. They try to contact the missile ship but they get no response and the ship continues on its course. The Russians continue in vain to contact the ship whilst the Americans get ready to fire on it.

Suddenly, the team’s jet, flown by Beast, swoops across the area to gauge the situation. The rest of the team is strapped into chair in the back of the plane. Charles uses his telepathy to make contact with the missile ship but finds the crew has been killed at the hands of Azazel. Moira says that if the ship crosses the embargo line, then the Americans will blow it up and the war begins.

The radio man on the Russian fleet announces to the Americans that they have lost control of the cargo ship and it has been instructed to stop. They beg for them not to fire on it. On the American ship, the message comes through but the captain assumes it’s a ruse and prepares to fire on the ship. As he begins to count down, Charles uses his telepathy to take control of the officer on the Russian ship. In a daze, the officer walks over to a consol unit and presses a button on it, launching a missile. Everyone watches as the missile speeds through the air, narrowly missing the jet. As Beast spins the plane out of the way, the missile slams into the Russian ship, resulting in a huge explosion.

In the Shaw’s submarine, Angel feels the impact just as Azazel teleports in. He tells them that the Russians fired on their own ship. On the American ship, the captain calls for someone to contact Sinclair so he can get a new set of orders. On the Russian ship, the captain congratulates the confused officer for averting a nuclear war. He then arrests the protesting officer and has him sent to the brig. On the submarine, Azazel is listening to the radio transmissions and he tells Shaw that the Russians are reporting that their comrade lost his mind. Shaw knows the team is there and seems a little taken aback by how powerful Charles is. He declares they are moving to a back-up plan and puts his helmet on.

On the jet, Moira tells Charles that it was inspired but he replies that he still can’t find Shaw. Beast asks if there is anything unusual on the radars or scanners but Moira replies there isn’t. Beast guesses that he must be underwater but they don’t have sonar. Banshee suddenly looks up and tells them they do, causing the team to leap into action.

As Shaw’s submarine lurks in the depths, he says that the humans are still ready for war; he just needs to strike another match to light the fuse. They still have the most powerful weapon of all… him. Shaw tells Azazel to turn the nuclear reactor to one-hundred percent output and make sure he isn’t disturbed.

Banshee, Charles and Eric walk to the back of the plane and Beast opens a hatch in the floor. They look down to see the water whizzing underneath them at incredible speed. Trying to shout above the noise of the wind, Charles tells Banshee his vocal chords are a muscle and he controls it. He lets the young man know that he will be in constant telepathic contact with him and they will see him soon. He counts down and Banshee jumps through the hatch and into the air. He immediately opens his arms to reveal his winged costume and then screams, propelling himself through the air. He dive bombs into the water as Moira radios the fleet that they may want to take their headphones off. Banshee lets out a sonic scream that pulses through the water until it hits the submarine. The sound reverberates back to Banshee and Charles detects that he has a location on Shaw. The plane changes its course as Eric readies himself for the next stage of the plan.

On the submarine, Shaw walks through his lounge and into the mirrored room. The luminescent rods rise out of the floor as Azazel primes the reactor. Two smaller rods rise from Shaw’s device and he grips on to them, absorbing the radiation they are releasing.

The jet hovers into position just over a patch of water and it lowers its landing gear. Eric is now stood on the gear and he uses his powers to try and find the submarine under the surface. He eventually finds it, smiles and begins to take control of it. He starts to struggle but Charles telepathically tells him to find the point between rage and serenity. Eric focuses as the submarine starts to become visible under the water. It breaches the surface and is lifted his into the air, much to the amazement of the watching fleets.

Beast moves the plane and the submarine is slowly moved towards the Cuban coast. However, the hatch on it opens and Riptide steps out onto the top. Spinning around at incredible speeds he creates a tornado and aims it at the plane. The plane begins to lose control as Beast tries to deal with the winds. Eric cannot keep hold of the submarine and it slams into a nearby beach. The submarine buckles as it rolls along the beach, until it finally comes to a stop.

On the jet, Charles leans out of the hatch and yells for Eric to grab his hand. The wind causes one of the engines to rip off and the plane spins violently out of control. Eric grabs onto Charles’s hand and hangs under the hatch, eventually pulling himself into the plane. The plane then slams into the beach as well and begins to roll. Whilst everyone else is strapped in, Charles begins to fall. Eric uses his powers to pin himself against Charles and then hold them both against one of the sides. Everyone screams as the plane bounces along the beach until it comes to a rest, upside-down.

Eric slowly lowers Charles and himself to the floor and then they check on everyone else. Charles tells Moira that he read Azazel’s mind and Shaw is draining all the energy out of the submarine and turning himself into a nuclear bomb. He says she needs to radio both fleets and get them out of the way. Eric says that he is going in and Charles gets Beast and Havok to back him up. He says he can guide Eric once he is in the submarine but he needs to shut down whatever is powering Shaw. Mystique goes to leave with Eric but Charles stops her and tells her she needs to stop anyone from coming in the plane. She reluctantly agrees as the other team members face-off against Shaw’s hired muscle.

Riptide starts to use his powers but Havok quickly blasts him, knocking him into the submarine. Azazel teleports behind Havok but Beast grabs him before he can use his sword. Azazel whips his tail around Havok’s neck and then teleports all three of them high into the air. As they fall, Havok breaks free and Beast grabs hold of him. Beast then digs his claws into Azazel’s flesh and declares if he goes they go. Azazel teleports all three of them to one of the ships below. Eric manages to find the nuclear reactor and disables it, which alerts Shaw to what is going on.

Moira is on the radio, telling anyone who will listen what is happening with Shaw. Eric runs across the beach towards the submarine and uses his powers to rip a hole open and knock Riptide out. He enters the vessel and Charles tells him to head for the middle, as that’s the point his mind cannot penetrate.

On the ship, Azazel is attacking Havok and Beast. He teleports behind Havok and causes him to use his powers, blasting everything around him. Beast jumps at Azazel and they both teleport away, leaving Havok to be set upon by American soldiers. He puts his hands in the air but hears the flapping of wings and so looks up. Angel appears overhead and uses her acidic spit to bomb Havok and the soldiers. The chest plate on Havok’s costume is damaged and he rips it off as Angel swings around for another volley. A screaming Banshee suddenly launches out of the water and hits Angel with a wall of sonic waves. She is spun around for a few seconds but then gives chase to the hero.

In the submarine, Eric enters Shaw’s lounge but he cannot find him anywhere. Charles tells him he has to be there, as there isn’t anywhere else he can be. Eric becomes angry and yells that there isn’t anyone else there but then stops when he hears a noise come from behind him. He turns to see a hidden doorway has opened up and Shaw standing in the room within. Shaw dryly tells Eric it’s a very pleasant surprise to see him.

Outside, Banshee is flying through the air with Angel in pursuit, using her acidic spit to try and hit him. Banshee twists and turns around the ships as the men on board watch the scene in amazement.

On the submarine, Eric walks into Shaw’s mirrored room and the door closes behind him, breaking off telepathic contact with Charles. Shaw asks why Eric is on their side and why he fights for a doomed race that will hunt him down as soon as they realize their reign is coming to an end. Eric punches Shaw, but the villain’s face twists and turns as he absorbs the energy from it, much to Eric’s surprise.

Havok is being escorted along one of the ships by a bunch of armed soldiers. He spots Banshee gliding towards him and he puts his hands over his ears. Banshee lets out a sonic scream as he approaches the boat and the men grab their heads in pain and kneel to the floor. Havok makes a run for it, jumps off the side of the vessel and grabs on to Banshee as he flies past. Hanging off one of Banshee’s hands, he dangles below him as Angel closes in on them. She spits and hits one of Banshee’s arm flaps, burning a hole through it. The two men start to drop down until Havok’s feet as skipping along the water surface. Banshee screams to give them a bit of lift and they just make it to the beach before crashing to the ground.

Shaw tells Eric he is truly sorry for what happened in the camps and then uses his power to propel Eric across the room. Eric slams into one of the mirrors and it cracks, allowing Charles’s telepathy to reach him. Charles tells him to do whatever he just did as it is starting to work. Shaw walks over to Eric and says that, whatever he did, he did it for him so that he could unlock and embrace his power. He then gentle takes Eric by the chin and flings him across the room again, completely smashing another mirror. Charles says he can see Shaw now but he is unable to touch his mind.

On the beach, Havok rushes over to Banshee, but Angel swoops down towards them. Havok spins around and blasts her with his power. Even though his chest plate is gone, he somehow has more control over it and it comes from his arms instead of all around him. He clips Angel’s wing and she drops to the floor.

Shaw smiles and tells Eric that he has come a long way from bending gates and says he is proud of him. Eric stands up and uses his power to thrust steel girders and segments of the wall through the room, smashing the many mirrors and hitting Shaw. Shaw walks forward and tells him he is just scratching the surface and asks Eric to imagine how far they could go together. Eric tries to magnetically restrain him using the girders but Shaw walks towards him with no problem at all. He places his hand on a girder and pushes it slowly against Eric’s chest, pinning him to the side of the room.

Elsewhere, Beast and Azazel are in hand to hand combat. They punch and teleport until they land on the beach. Azazel pins Beast down and positions his razor sharp tail just above his eyeball. He goes to stab Beast but Shaw suddenly appears and tells him to stop. Azazel stands up but quickly realizes something is wrong. Beast grabs him and throws him forward but he teleports instead. He appears behind Beast, but Beast spins round, grabs him and slams him into the floor, knocking him out. He turns to Shaw, who shape shifts back into Mystique.

In the submarine, the real Shaw leans close to the trapped Eric and says that he doesn’t want to hurt him; he wants to help instead. They are the future of the human race and the world could be theirs. Eric says the truth is that everything he is today is because of Shaw. Shaw is Eric’s creator.

Eric then uses a chunk of metal wire to grab the helmet of Shaw’s head and whip it off him. Shaw spins around but Charles manages to make contact with him and freeze him in place. Struggling through the strain, Charles tells Moira he can only hold Shaw for so long. Eric drops the girder that was holding him and then stands in front of Shaw. He takes the helmet and apologizes to Charles. Putting on the helmet against Charles’s protests, he tells him he doesn’t trust him. In the jet, Charles loses his temper as he loses contact with Eric.

Eric steps towards the motionless Shaw and tells him that if he is still in there then he would like him to know he agrees with every word he said. They are the future but… unfortunately… Shaw killed his mother. Eric steps back and takes a coin out of his pocket. It is the same coin that Shaw tried to make Eric move when he was a child. Eric holds the coin up and tells Shaw he is going to count to three and move the coin. He lets it go and it begins to float towards Shaw as Eric starts counting.

In the jet, Charles is aware of everything that is going on and he desperately pleads for Eric to stop. The coin gets closer and closer to Shaw as Eric solemnly counts forward. When he reaches three, the coin hits Shaw’s forehead and slowly tears into his skull. Charles, still in contact with Shaw, screams in agony as the coin moves through Shaw’s brain. The coin, covered in blood, exits the back of his head and drops to the ground.

At a meeting of the allied defense chiefs, Stryker says the Russian’s share their concerns and will join a strike on all the mutants. Director McCone covers up Stryker’s microphone and tells him they have an agent on the beach. Stryker replies that she is collateral damage.

On the beach, Charles rushes out of the ruined jet as Eric rips a hole through the submarine and steps out. He is levitating the body of Shaw in front of him and he declares that today is the day the fighting stops. Both sides stop what they are doing and watch as Eric drops the body on to the beach. Still wearing the helmet, he floats down to the beach as well. He addresses everyone and tells them to take off their blinders as the real enemy is out there, gesturing to the ships not far off shore. He feels their guns moving in the water, targeting them. They are united in the fear and the Neanderthal is running scared.

Charles uses his telepathy to confirm the Russians and Americans are working together and they have targeted their weapons at the beach. He looks at Moira and she rushes off into the jet and tries to contact the American fleet commander. She message through that the beach is secure but no one is paying attention on the ships. Instead, they confirm their missiles are ready and they have the orders to fire. Moira tries in vain to get a response but, when she doesn’t, she realizes what is about to happen.

The fleet commanders give the orders and all the ships launch their weapons. Dozens of missiles streak into the air as the mutants on the beach watch in horror. The missiles close in on the beach and are about to hit, but Eric lifts his hand up and they stop in mid air. The rockets on them burn out and the fleet watches the missiles floating idly above the ocean. Eric twists his hand and the rockets turn around, pointing towards the ships. Charles tells Eric that he said it himself; they are the better men and now is the time to prove it. Eric doesn’t acknowledge Charles as he stares at the rockets under his control. Charles becomes angry and tells him there are thousands of innocent men on those ships that are just following orders. Eric finally replies to him and says that he has been at the mercy of men just following orders. Never again.

Eric thrusts his hand forward and the missiles career forward towards the ships. Charles rugby-tackles Eric and knocks him to the ground, causing him to lose control of the weapons. The missiles start to drop out of the sky and some even explode as they collide with each other. Charles tries to take the helmet off Eric but he receives an elbow to the face for his troubles. The students step forward but Eric catapults them back, except for Mystique.

Still fighting off Charles, Eric regains control of the missiles and puts them back on course. Charles struggles and Eric turns his attention to him and punches him across the face. The fleet commanders tell their respective crews it was an honor serving with them as the missiles get closer and closer. On the beach, Moira takes out her gun and fires at Eric. He deflects the bullets but one of them strikes Charles at the base of the spine, causing him to drop to the floor. Charles screams in pain and Eric turns around in horror. Letting go of the missiles, he rushes over and removes the bullet with his powers. The missiles drop out of the sky and into the water, many exploding on impact.

Eric sits down and rests Charles’s head on his legs. The others rush over but Eric angrily tells them to stay away. He turns to Moira and tells her that she did this and he starts to choke her with her dog tags. As Moira struggles to breathe, Charles tells Eric that she didn’t do it, he did. He lets Moira go and she drops to the floor, gasping for breath. He turns to Charles and tells him that turning on each other is what the humans want. He wants him by his side as they are brothers. Eric says they want the same thing but Charles weakly laughs and says they do not.

After a few tense seconds, Eric gestures to Moira and she rushes over, apologizing to Charles. Speaking to the rest of the group, Eric points to Moira and says that her society won’t accept them. The humans have played their hand and now it’s time to play theirs. He asks who will stand with him and the students look away, all except for Mystique. Eric holds out his hand towards her and she nervously walks forward until she gets to Charles.

She kneels down next to him and, through staggered breaths, he tells her that she should go with him, as it is what she wants. She replies that he promised he would never read her mind and he apologizes, saying that he promised her a great many things. Telling Moira to take care of him, she stands up and goes to Eric. Shaw’s team walks over to him and they all link hands. Mystique shouts out to Beast to be mutant and proud, but he looks angry and disappointed at her. Using Azazel’s power, Eric and his team teleport away and the rest of the students rush over to Charles. He tries to sit up but screams in pain. Beast tells him not to move but he replies that he can’t feel his legs, which he repeats over and over.

A few weeks later Moira is wheeling Charles’s wheelchair along the paths outside his mansion. She asks him how many students he thinks he will have there once the academy opens. He says he will have as many as he can manage and probably more. She stops and tells him one day the government will realize how lucky they were to have Professor X on their side. He reluctantly realizes that he is a real professor now and jokes that the next thing she knows he will be going bald. He tells her he is still on the government’s side; they are still the G-Men but without the G. She tells him they aren’t and they are better for it. They are X-Men, to which Charles laughs at. He tells her that for them anonymity will be their first line of defense. She leans down to him and says they can threaten her all they want, she will never tell them where Charles is. He replies that he knows and then kisses her. As they kiss, he places his fingers on his temple and uses his powers.

A while later, Moira is in the CIA headquarter being interviewed. She says she remembers the CIA being attacked and then leaving to go somewhere else but then this morning she woke up at home. Director McCone is amazed that all that time has been wiped out of her mind and she cannot remember a thing. She replies that sometimes she gets fragments, like trees, sunlight or a kiss. McCone rolls his eyes and tells the other men in the room that this is why the CIA is no place for a woman. They are suddenly disturbed by a huge crash that shakes the entire room.

Below them, Emma Frost is resting in her holding cell. The door rips off it and she stands up, turning to diamond as she does so. Magneto, dressed in dark purple and sporting a red helmet, walks in. She asks where his telepath friend is and he replies that he is gone and a gap has been left, which he was hoping she would fill. She looks to see the other Brotherhood members in the door and Magneto asks her to join them. She shifts out of her diamond form and calls him Eric. He replies that he would prefer to be called Magneto.

Charles Xavier 
Erik Lensherr/Magneto

Angel Salvadore/Angel, Sean Cassidy/Banshee, Hank McCoy/Beast, Armando Munoz/Darwin, Alex Summers/Havok, Raven Darkholme/Mystique (all X-Men)

Moira MacTaggert

Azazel, Emma Frost, Janos Quested/Riptide, Sebastian Shaw/Klaus Schmidt (all Hellfire Club)

Man in black suit 
CIA Agents

Chief Warden

Colonel Henry 
Director McCone 
William Stryker

Erik’s mother

Nazi Soldiers 
Concentration camp prisoners 
Pig Farmer 

Russian Soldiers 
American Soldiers

Swiss Banker


German Officers

Strippers at Hellfire Club 
Patrons at Hellfire Club

President John F Kennedy (in stock video footage)

This was the fifth film to be released in the X-Men franchise but the first chronologically in the in-movie universe. Since its release, a sequel X-Men: Days of Future Past has been released and another sequel based around Apocalypse has been confirmed.

The movie grossed approximately $353 million worldwide. It was unable to beat the grosses of the first three X-Men films but the studio was still happy with the performance and a sequel was announced.

The in-movie timeline goes… 
X-Men: First Class (2011) 
X-Men: Days of Future Past (2014) 
X-Men Origins: Wolverine (2009) 
X-Men (2000) 
X-Men 2 (also referred to as X2 or X-Men United) (2003) 
X-Men: The Last Stand (2006) 
The Wolverine (2013) 
X-Men: Days of Future Past (2014)

Although the name of the film is the same as a comic series that Marvel published there are few similarities other than both focusing on the early days of the X-Men.

The beginning scene involving a young Magneto ripping a metal gate down in a Nazi concentration camp has been seen before in the original X-Men film. Whilst the scenes are similar, it was decided to reshoot the sequence for this film so that they could use the young Magneto in a more expanded role.

The backdrop of the American-Soviet standoff is based on real events from October 1962, known as the Cuban Missile Crisis.

The man in black, played by Oliver Platt, is not given a name in this film. He is simply credited as “The man in the black suit.”

Whilst the reasons for Beast taking the serum differ between the film and the comics, the act of him taking a serum and turning into his blue form is a direct translation of the comics.

One of the early scripts for X-Men the Last Stand had Sebastian Shaw and Emma Frost in it. They were supposedly going to try and use the newly resurrected Jean for their own ends. However, this changed when Brian Singer left the project and Brett Ratner took over.

When Mystique morphs into an older woman in Magneto’s bed, she was played by Rebecca Romijn, the actress who played her in the first X-Men trilogy.

If Magneto’s accent sounds strange it’s because Michael Fassbender is Irish but he is trying to repress the accent for this role.

As there have been a number of X-Men films by now a few inconsistencies have started to appear

This is the third film the Beast has appeared in. In the X-Men 2 he was seen on a TV screen in his human form interviewing Sebastian Shaw (see below). In X-Men: The Last Stand, he was played by Kelsey Grammer and was in his blue, beastly form.

Sebastian Shaw appeared on a TV screen in X-Men 2. However in the movie-verse, he is dead by this point.

In the first three films, Xavier and Mystique had very little interaction. It was only when this film came out that a backstory of them growing up together was revealed.

In the first X-Men film, Xavier told Wolverine that he and Magneto built Cerebro together but in this film Beast built it by himself.

Emma Frost had already appeared in X-Men Origins: Wolverine by the time this film came out. The First Class version is much more accurate to the comics’ portrayal in that she has telepathy and a diamond form. The Origins version was a teenage girl who could only turn into a diamond form. As the films are separated by about 20 years, it is impossible for both versions to be the true Emma Frost. However, the Origins version is only called Emma Frost in supporting media, in the film she is simply known as Emma (Kayla’s sister).

Moira MacTaggert has already appeared in X-Men: The Last Stand. The Last Stand version was a lot more accurate to the comic version in that she is a geneticist who lives on the fictional Scottish Muir Island. This film’s version is pretty much Moira in name only. The simplest explanation is that there are two women called Moira MacTaggert or even that the First Class version of the mother of The Last Stand version. Again, no reason has been given in the movie to their being two women of the same name.

Whilst there are bound to be some slight inconsistencies between the films and the comics below is a list of some of the more obvious ones. 
Whilst Sebastian Shaw does have the power to absorb kinetic energy he has never been able to redirect it into energy blasts in the comics. Instead, he just becomes physically stronger and more durable. Sebastian Shaw was not a Nazi in the comics and his name wasn’t Klaus Schmidt.

In the comics, the Hellfire Club was an elitist group that dressed in 18th century clothing and used their power and influence to manipulate those around them. Unbeknownst to most members, there was an inner circle made up of mutants, including Sebastian Shaw and Emma Frost.

In the comics, Riptide is a member of the Marauders, a group of cloned mutants who serve a geneticist villain known as Mister Sinister. In the films, he can generate tornados but in the comics he spins around at incredible speeds to produce similar effects.

Whilst no indication to Azazel’s origin is mentioned in the film, in the comics he is a demon. He is also the father of Nightcrawler, who is seen in X-Men 2. Nightcrawler’s mother is Mystique.

In the comics, Havok’s power signature is white, not red.

In the comics, Havok is the younger brother of Scott Summers aka Cyclops. Cyclops has already been shown in the X-Men films as being a teenager in the 80’s (X-Men Origins Wolverine) and about 30-35 by the time the first X-Men film comes out. This means that it is very unlikely that the movie Havok is the brother of movie Cyclops given that there is about 20 years between their births.

Angel Salvadore wasn’t a stripper in the comics and she didn’t have tattooed wings. Instead, her wings were real bug-like wings and she was a lot more overweight in the comics. The acid-spit however is true to the comics.

When Banshee first meets the X-Men in the comics he is about 40 years old. Here he is in his late teens. However, in the comics he has a daughter named Siryn who possesses similar powers to his. Siryn has been seen in X-Men 2 and The Last Stand. Given the ages and the timelines, it’s very possible he could be her father, however nothing has been mentioned in the films.

Xavier has lost the use of his legs numerous times in the comics. The first was after he had fought an alien named Lucifer and he was crushed by rocks.

Whilst Mystique has had membership to the X-Men in the comics, she was never one of the original ones and she never had the brother/sister relationship with Xavier. Mystique also never dated Beast.

Magneto’s “real” name has changed numerous times in the comics but the commonly accepted name is Max Eisenhardt. However, the name Erik Lehnsherr is still used in comics, as it is the name he has gone by most often. In the comics, the CIA had no part in helping Xavier set up the X-Men.