The 90’s were not a good time for comics. The whole industry was flooded with pale imitations of “Watchmen” and “The Dark Knight Returns,” not to mention the millions of useless “collectible” covers and holofoil trading cards generated by the collectors’ rush. Marvel was in a particularly bad spot, due to an exodus of talent and a bunch of poorly-managed crossovers that damaged continuity beyond repair. So it was that in 1996, Marvel filed for Chapter 11.

As part of the effort to salvage their company, Marvel put up the movie rights to several of their characters for sale. Unfortunately, the studios needed story ideas far less desperately than Marvel needed cash and everyone knew it. The studios had so much leverage that they were able to make an unprecedented demand: They got the movie rights “in perpetuity.” This means that the studios were able to keep the rights to Marvel’s characters so long as they keep making movies with Marvel’s characters. It doesn’t even matter if the movies are good or if they make money, Hollywood can keep on making these movies and Marvel can’t do a thing about it.

There are exceptions, of course. Universal sold back the Hulk rights after trusting them to Ang Lee, and The Punisher went home after two disappointing films at Lionsgate. Even before Marvel made the character into an A-list franchise, Iron Man spent years in development at Universal, Fox and New Line. But most of the time, we see a new Daredevil movie getting developed by David Slade, a new Ghost Rider film going into production mere days before the rights expire and a Fantastic Four movie entering development just after the Marvel/Disney merge got underway. Even after these franchises get run into the ground, these studios will keep making movies, just so Marvel won’t have the chance to make them look bad by succeeding where they’ve failed.

So now we have X-Men: First Class, Fox’s latest entry in the X-Men franchise after the one-two punch of X3: The Last Stand and X-Men Origins: Wolverine. It’s easy to pass this off as a flimsy attempt to revive the cash cow and keep hold of the rights — I know that’s what I thought at first — but then Fox brought on two people that immediately raised eyebrows.

First, they somehow managed to bring Bryan Singer back on board. Yes, he would only be producing and yes, his star did fade after Superman Returns, but his previous work with the X-Men films still carried a lot of weight with the geek crowd and his presence did a lot to pacify early critics. Second, they got Matthew Vaughn to direct, after he did such solid work with Stardust and Kick-Ass. It was also a very popular move with the fanbase, seen as Fox’s penance after hiring Vaughn to direct X3 and then pushing him into a rushed production, thus forcing him to bow out and get traded for Brett Ratner.

Then came the flood of casting news. James McAvoy. Michael Fassbender. Jennifer Lawrence. January Jones. Kevin Bacon. The cast kept growing and the list of impressive names just kept getting longer. Better yet, they’d be reciting from a screenplay written by Ashley Edward Miller and Zack Stentz (the duo who would later write Thor) as well as Jane Goldman and Vaughn (who had previously collaborated on Stardust and Kick-Ass) from a story by Singer.

Fox clearly put a lot of effort into making sure that this one didn’t screw up. And I’m glad to say that surprisingly, their efforts were not in vain.

This movie is a lot of fun. The action scenes are very impressive, with the mutant’s powers frequently being used in clever and effective ways. The screenplay generally moves along at a very brisk pace, keeping the “mutants = minorities” allegory present, yet subtle enough to not overpower the narrative. The script even puts a few new spins on the allegory in ways that I personally found refreshing. Even better, the scope of this movie is just incredible. This is a film that spans two time periods, several languages, the USA, the USSR and several other places throughout the world. This really helps sell the tremendous stakes being played for.

The script also made the very interesting choice to give the mutant gene a definitive origin. That was quite a bold move and it could easily have undermined the entire franchise, but it’s handled very well. There’s still an element of chance to the mutation, so the “We didn’t ask for this” angle is kept intact. Additionally, it provides a very strong motivation for our villain, yet it’s still easy to root against him because there’s no guarantee that this particular lightning will strike twice. Of course, this revised origin doesn’t make any lick of scientific sense, but it’s not like the X-Men and their origins came anywhere near scientific plausibility to begin with.

Also, the score is phenomenal. I tried listening to a YouTube clip of it before and I thought it was kind of okay, but in the context of this movie… holy cow. The music does so much to elevate the action onscreen, I can’t begin to describe it.

Still, the two biggest assets of this movie are unquestionably our lead actors. I didn’t think that there could ever be a Professor X like Patrick Stewart, but my god. It is an understatement to say that McAvoy nails this role. He nailed it, duct-taped it and sealed it with superglue made from his blood and sweat and tears. McAvoy doesn’t just deliver a born leader, but also a wonderful teacher and counselor. There’s such an inherent compassion and wisdom to him, mixed in with such great optimism that it would be so easy to follow his orders or advice with the sincere belief that everything will turn out all right. Perhaps even more impressive is that McAvoy manages to make Charles Xavier something I never thought he could be: Fun! He takes his powers seriously, but not so seriously that he doesn’t have a sense of humor about them. He gets totally serious when trouble starts brewing, but until that point, he’s drinking and making jokes and flirting with chicks. This is still Charles Xavier, but he’s a young Charles Xavier, wonderfully delivered.

Opposite him is Michael Fassbender, who plays Magneto as a straight-up BAMF. The film takes great pains to show that Magneto is insanely powerful, using his magnetic abilities in ways that are awesome and outright cold-blooded. As for Fassbender, he plays a character so blinded by rage that he can’t see he’s becoming what he swore to destroy. Or if he can see it, he just doesn’t care. Still, it’s always obvious that Erik has great potential for good, even if he’s grown unable to see it without Charles’ help. Really, the interplay between our two leads single-handedly powers the movie. They beautifully deliver two dear friends who love and respect each other immensely, even though Charles’ boundless optimism and Erik’s unquenchable hatred can never be reconciled. I know that’s the essential basis of these two characters, but damned if they didn’t deliver it in spades!

As for our villains, January Jones did a decent job of portraying a haughty and formidable Emma Frost, and she didn’t mind showing some skin in the process, which is an added bonus. Still, her performance is a distant second to that of Kevin Bacon as Sebastian Shaw. Not only is he wonderfully charismatic in the role, but he really does sell this extremely powerful and intelligent character who’s essentially invincible. This character is easily a match for our miniature school of mutants, which — again — helps sell the stakes and the tension of this conflict.

So, yeah. I really did enjoy this movie, but I still have problems with it. It’s actually only one problem, but it’s one problem that generates pretty much every nitpick I have about this film: Too much! This film tried to do way, waaaay too much. I know there’s a lot of ground to cover, but that’s actually all the more reason not to try and cover it entirely in one film! Hell, when the film is going to end on a sequel cliffhanger anyway (as this film does) why not leave someplace for the sequel to go?!

Really, the amount of story they try to cram in does a lot of harm to several aspects of the story. Take Mystique, for example. She’s played by Jennifer Lawrence, whom — as I’m sure I’ve already made clear — I’ve fallen head-over-heels for. I can’t hate on her. She’s gorgeous, she’s an amazing actress, I’ll watch her in anything. But when the film is going to rush Mystique’s development from Charles’ side to Magneto’s this quickly, it’s going to mean a few monologues so preachy and hokey that not even Lawrence can salvage them. She’s clearly having a lot of fun in the role and she makes it work most of the time, but when the character needs to show development toward the Brotherhood bandwagon, there’s simply nothing to do.

(Side note: Just in this past year — hell, within these past six months — Michael Fassbender has gotten to make out with Mia Wasikowska and with Jennifer Lawrence. Sooo much envy…)

Another, slighter casualty is Rose Byrne as Moira MacTaggert, a CIA agent sympathetic to the mutants. Byrne makes a sympathetic character out of the role and her character is given quite a lot of screen time, yet it’s clear that there’s so much potential to the character that went untapped. There’s one brief moment in the second act when she seems like a sort of mother figure to the young mutants, yet this is never followed up on. Hell, I wasn’t even sure what she was doing in the climax.

But nobody — and I mean nobody — got shafted on character development like the villains. Aside from Frost, there are two other evil mutants working for Shaw. One of them can control wind, but he doesn’t get a single line of dialogue or even a name. The other one is Azazel — whom Wikipedia tells me is a frakking demon! — yet I’m pretty sure he doesn’t get a single line of dialogue in the whole movie. He doesn’t even do anything aside from teleport and obey Shaw’s every whim like some obedient puppy. Pathetic. Last but not least, there’s a character who defects from Charles’ side to Shaw’s. It’s clear that the film made some amount of effort to make the about-face credible, but because the character developments are all so truncated, it just didn’t have the breathing room to work. The alliance change doesn’t even result in anything, since the traitor becomes every bit a non-entity as Shaw’s other lackeys after that point.

The cramming even affected the pacing in a negative way as well. The rest of the film moves along at a very solid clip, always on the move to explain how the mutants get together and how Shaw’s plan is unfolding… but then comes the training montage. You knew there was going to be a training montage in this movie. There had to be a training montage. How else was the film going to show our characters getting stronger, Xavier developing the academy or our mutants getting their costumes? Don’t get me wrong, it’s entertaining in many ways, but it still feels more like something that the filmmakers had to do out of necessity than anything else. There’s a lot of great humor and character development in that segment of the movie, but it looks like ungainly padding next to the rest of the plot.

Additionally, the movie can get pretty unwieldy with its exposition at times. For example, the film provides a reason that Beast is blue, and it has to do with Mystique. Why does it have to do with Mystique? Why can’t they both just be blue? Is that too much of a coincidence or something? Also, we learn the origin of Magneto’s helmet and it has nothing to do with Magneto himself. I personally think it diminishes the character — I preferred to think that Magneto was smart and talented enough to make it himself — but maybe that’s just me.

In a rather devious fashion, the Fox execs clearly tried to design this film so that it could either work as a prequel to the previous movies or as a reboot to the whole franchise, depending on what they feel like doing later on. In theory, this was brilliant. In practice, it’s uneven. Some of the ties to prior movies are solid, such as a few show-stopping cameos that I don’t dare spoil here. Some are iffy, like the dubious choice to make Charles and Mystique adoptive siblings. Then there are others that just flat-out don’t work, like Cerebro. Magneto has absolutely nothing to do with Cerebro’s construction in this film. Even if there’s going to be another Cerebro made at a later time, I see no way that Magneto will have any part in building it. Considering that this point was such a key part of the narratives in both of the first two X-Men films, I’d say this is a pretty glaring oversight, wouldn’t you?!

Last but not least, I should tell you not to bother staying until after the credits. There’s no post-credits stinger here. I know, I was surprised too.

All told, X-Men: First Class is a film that tries to do too much and still manages to be a fun ride. The score, the action and a pair of dynamite performances from our lead actors do a lot to redeem this film in spite of its flaws. Additionally, there are clear signs of ambition, creativity and risks taken here, all of which are very welcome to see in a Fox blockbuster (maybe they learned something after Avatar?). This isn’t a perfect film, but I’ve still got more than enough reason to give it a recommendation.