At The Picture Show   by Chris Bellamy

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X-Men: First Class
20^th Century Fox
Director: Matthew Vaughn
Screenplay: Ashley Edward Miller, Zack Stentz, Jane Goldman and Matthew Vaughn
Starring: James McAvoy, Michael Fassbender, Kevin Bacon, Rose Byrne, Jennifer Lawrence, Jason Flemying, Zoë Kravitz, January Jones and Nicholas Hoult
Rated PG-13 / 2 hours, 12 minutes
Opened June 3, 2011
(out of four)

X-Men: First Class is what happens when complete competence meets an utter lack of imagination. It is a technically strong film - a film made with a solid degree of skill, a film with a couple of great performances and an interesting conceit . . . and nary a whiff of genuine inspiration.

The director is Matthew Vaughn, who previously helmed Layer Cake, Stardust and Kick-Ass. Combined with First Class, the one thing that sets his work apart is the fact that nothing about it sets itself apart.

Sitting in the theatre, I found myself interested in the story - chunks of it, anyway - and bored to tears by the way it was being told. Vaughn is, again, exceedingly competent, but that's about as far as I can go. His directorial approach seems to be to take the easiest, most conventional road for every shot. Every scene, every major setpiece, ends up . . . well, perfectly adequate, that's what. You could do a lot worse, but the final result is something that could have just as easily been made by anyone else.

Films are massive collaborations, of course, but in general the best ones are shepherded by actual filmmakers - or, if you want to get hoity-toity about it like I apparently do, artists. I have a hard time making that distinction for Vaughn because . . . well, because he's done so little to actually distinguish himself. I watch a Vaughn film and actively search for an actual aesthetic - some component that I can sink my teeth into - and come up wanting. (It may or may not be relevant that he began first as a producer before eventually moving into directing. Although I suppose, by bringing up that fact, I'm leaning toward its relevance. So, fine, I'll say it: This feels like a film made by a producer.)

The other day, Vaughn sparked a discussion between myself and a friend and fellow critic about the most uninteresting competent directors working today (as opposed to interesting competent directors, uninteresting incompetent directors, or even interesting incompetent directors). The embodiment of this phenomenon is Brett Ratner, who directed the miserable X-Men: The Last Stand five years ago.

First Class is a significant improvement on that film - and, for that matter, on 2009's X-Men Origins: Wolverine. But at the end of the day, it still feels like a movie Ratner could have directed. (I won't go quite as far as saying Chris Columbus, but I was tempted.) I mean, say what you will about Michael Bay, but at least you know a Michael Bay film is a Michael Bay film.

Vaughn can't make the same claim, nor can he salvage the loose elements of First Class' piecemeal screenplay and turn it into something substantial. Which is a shame, since the promising set-up offers Nazis, the Cold War, revenge and the rise of genetic mutants all rolled into one piece of pulpy historical fiction. The film is fundamentally a two-character piece, with every social and moral issue filtered through the differing prisms of the peaceful, tolerant and all-too-idealistic Charles Xavier (James McAvoy) and the vengeful, angry Erik (Michael Fassbender), who we know will eventually become Magneto.

The two come together and become close friends after they discover, by incidents of happenstance, that they are not alone - that they are not the only "freaks" in this world. Charles' gift is telepathy; Erik has magnetic powers he can seemingly only use and control when overcome by rage.

The two help recruit a team of mutants to work in secret for the CIA - a team that eventually consists of Raven/Mystique (Jennifer Lawrence), Angel (Zoë Kravitz), Banshee (Caleb Landry Jones), Darwin (Edi Gathegi), Havok (Lucas Till) and Dr. Hank McCoy (Nicholas Hoult), who has not yet become Beast.

Erik is along for the ride only because his interests happen to coincide with the CIA's - both are after the same man, Sebastian Shaw (Kevin Bacon). The U.S. government wants him because he's kind of trying to start World War III; Erik wants him because he knows that "Sebastian Shaw" is none other than Dr. Schmidt, the man who killed Erik's mother in a German concentration camp in 1944, when Erik was just 12.

In part because they are given the most screen time, Charles and Erik are by far the most satisfying thing about First Class. The shortcomings in their respective back stories are offset by the performances of McAvoy and Fassbender, two stars-in-waiting who absolutely nail their roles. In large part, they save the film from its own weaknesses.

It would be an understatement to say more could have been done with all the other characters - who like to make decisions based on nothing more than the whims of the screenplay - and with the potent historical context on which the film's central conflict is built. The scope of X-Men: First Class is admirable and the material intriguing, but ultimately it's another frustratingly pedestrian piece of filmmaking.