I really, honest to God, was dreading this movie.

As I looked over the list of potential Summer 2011 movies to see, X-Men: First Class was right there alongside Pirates of the Caribbean: On Stranger Tides and The Hangover Part II on the list of movies that I really didn’t want to see, but I was fairly sure I’d wind up in a theater for, regardless.

After some lackluster and dull trailers, some absolutely UGLY posters, a cast consisting of B, C and D list heroes and a rushed development period (director Matthew Vaughn, best known for Kick-Ass and Stardust was signed just 10 months ago), my excitement level was on about a 3 (where Super 8 is a 10 and the latest Madea movie is a 0).  But then the early reviews started hitting the web. Comparisons made immediately to Casino Royale and JJ Abrams' Star Trek reboot. They got it right, they said - the series was redeemed after the terrible Wolverine movie.

It appeared we had a hidden gem, obscured by piss poor marketing.  Or was this a final front of planted reviews across the internet to get the all important geek demographic’s wide asses into comfortable seats for the opening weekend?  As I took my seat at my local cineplex’s 12:01 showing last night, I had to be ready for anything - and I’m pleased to say: X-Men: First Class is the best movie in the series since X2, if not the best one, period.

Rebooting the cinematic X-Men universe proper, the film is set in the early 1960’s. Magneto and Charles Xavier aren’t quite the men we know them to be yet.  Magneto, or rather, Erik Lehnsherr (an amazing performance by Michael Fassbender) is going through life as a James Bond style assassin, targeting the remaining Nazi’s that tortured him and his family.  Charles Xavier (Wanted’s James McAvoy) is finishing his thesis at university, enjoying using his psychic powers with the ladies and usually enjoying a drink or two at the same time.  Living with him? His longtime adopted sister, Raven (Jennifer Lawrence), a fellow mutant who can shapeshift.  You probably know her better as Mystique.

Already the X-Men universe has been turned on its head. Magneto is more suave, more active - attempting to get revenge without looking at the bigger picture of the whole world (yet).  Xavier isn’t the coolheaded leader we know him as. He’s funny, flawed and generally less stoic than he would be in later years.  And it’s these sorts of shifts of character that really make the film such a joy to watch.

The comparisons to Casino Royale and Star Trek are valid.  Much like these films, half of the joy is in seeing the new and different ways which the world is recreated, restructured or redesigned to fit a new narrative.  And same as those films, this is a new world that I want to see explored heavily.  You may note that I’m somewhat avoiding plot and character details - this is a film where the joy comes out of the surprises and discoveries in the new ways relationships are formed and alliances created - I don’t want to spoil that for you.  I will say, there are two surprise cameos that are wonderfully fantastic, and one might be the best use of the lone PG-13 f-bomb ever on screen.

The script while an admirable attempt to throw many narrative threads together, is far from perfect.  The front half of the film is rapid fire, bouncing from character to character and development to development, making for a breezy, enjoyable watch.  But as plot takes over and the final battle is in place, the pacing slows down and honestly starts to drag.  Vaughn fights this as best he can with some very adept direction and well paced action sequences, but he can’t fight the exposition-o-rama (new site for me?) that is the last 20 minutes.

I must give the young cast major credit.  As a new X-Men film minus Cyclops, Wolverine and the rest, it must’ve been a hard task looking at a cast of Mystique, Beast, Havok, Banshee, Darwin and Angel - but they all make it work.  Particular props go to Caleb Landry Jones as Banshee - you get the distinct feeling that if he was given a bit more to do, he would’ve absolutely stolen the film.

On the villains side, things are less positive. Kevin Bacon makes for a great lead villain as the leader of the Hellfire Club, Sebastian Shaw, but his cohorts don’t come off as imposing or impressive. January Jones, while looking fantastic, is a rather terrible White Queen, giving the same dry reads to basically every line in the script.  And while they make for fantastic special effects, Azazel (Jason Flemyng) and Riptide (Alex Gonzalez) are completely paper-thin.

But at the end of the day, this film is about three components - Xavier, Magneto and the 60’s setting, and all three deliver.  You never grow tired of McAvoy and Fassbender’s interactions, and the 60’s setting really gives a great spy movie feel to the proceedings.  You really get the feeling that if any one of these three elements were mismanaged, the movie would have fallen apart, but since all three are done so well, the film is lifted into a place of greatness.

At the end of the day, yes, X-Men: First Class is an imperfect film - but where it needs to deliver it does, and in spades.  I could watch this generation’s Xavier and Magneto spar off verbally for hours, and I sure hope Fox has more films in this series planned - I’ll be there day one.  Be sure to check this one out.