2009's clunky "X-Men Origins: Wolverine" notwithstanding, the cinematic adaptations of the "X-Men" Marvel Comics franchise—2000's "X-Men," 2003's "X2," and 2006's "X-Men: The Last Stand"—have been solidly workmanlike, but no more than that. The first was too slight, the second too long-winded, and the third too rushed, yet they all nonetheless satisfied as relatively cohesive, purely diverting popcorn entertainments. Upper-echelon superhero movies, they were not—all of the above seemed to have more potential than they ultimately delivered, especially in the development of its ever-expanding ensemble of mutant characters—and the dismal first "Origins" film toplined by Hugh Jackman did nothing to assuage one from suspecting that the best the blockbuster brand had to offer had long since passed. As it turns out, this is far from the case. A prequel that stays true to the mythology already established while simultaneously revitalizing the series with fresh blood and new ideas, "X-Men: First Class" is an altogether superior motion picture—grander, better written, and more dramatically sound. The story is undoubtedly character-focused, but director Matthew Vaughn (2010's "Kick-Ass") ensures through his pertinent use of style, ripe handle on pacing, and confident blending of history and revisionary sci-fi gleam that things never become stale or rambling. Even at 131 minutes, the time practically flies by.

Before the Brotherhood of Mutants, before the opening of the Xavier School for Gifted Youngsters, before the so-called "X-Men" came to be, there simply were a small group of people in the world whose genetic mutations and extraordinary powers had rendered them outcasts within society. Seen as pariahs, their differences from the majority populace viewed as something to fear and hate, they have little choice but to hide their true selves if they hope to be accepted by those around them. For well-meaning telepathic mutant Charles Xavier (James McAvoy) and shape-shifting stepsister Raven/Mystique (Jennifer Lawrence), they have struggled to move forward with their lives, hesitant to get close to anyone else as they keep who they are—who they really are—in check. Charles' ultimate dream of coexisting with normal humans and earning the respect he deserves suddenly seems like a possibility when he is approached by Moira MacTaggert (Rose Byrne), a scientist working for the CIA who believes a new mutant division could be the answer to solving the U.S. conflict with the Soviet Union. The enlisting phase of this operation soon begins, leading them to such formerly in-the-closet mutants as scientist Hank McCoy/Beast (Nicholas Hoult), as fast as lightning and as agile as a bat; Angel Salvadore (Zoe Kravitz), equipped with the physiology of an insect; Sean Cassidy/Banshee (Caleb Landry Jones), specializing in supersonic screams and flight; Alex Summers/Havok (Lucas Till), able to discharge blasts of cosmic energy; and Armando Munoz/Darwin (Edi Gathegi), with the power to adapt to survive.

Also welcomed aboard the operation is Erik Lehnsherr (Michael Fassbender), whose telekinetic control of metal has been mastered through the anger and pain of his childhood. As a 12-year-old in 1944 Auschwitz, he witnessed his mother's death at the gun-wielding hand of Sebastian Shaw (Kevin Bacon), a mutant who can turn kinetic energy into raw, superhuman strength. Now, eighteen years later, Sebastian is the leader of the Hellfire Club, bent on world domination, and Erik has old-fashioned, blood-thirsty revenge on his mind. Making no bones about this when he meets and befriends Charles, Erik's radical views may be at odds with Charles' hope for peace, but their goal in overthrowing Sebastian's evil ways as he masterminds the events leading up to the Cuban Missile Crisis is the key point of agreement that keeps them joined together. Once this mission is over, however, both parties know their destinies will once more cast them on opposing sides of the same fight.

"X-Men: First Class" is in sturdy hands with writer-director Matthew Vaughn and his trio of co-penners, Vaughn's collaborator Jane Goldman and Ashley Edward Miller & Zack Stentz (2011's "Thor"), who bring a respectful reverence to the films that have come before this one while making sure to set it apart enough so that it isn't just a retread. Whereas the former "X-Men" trilogy never quite seemed to reach its full promise, troubled with a revolving door of problems that only ever scratched the surface of its characters' hearts, here, at last, is a film that digs a little deeper, understanding and empathizing with its roster of mutants and the respective battle that ultimately divides them down the middle. If the previous pics were ably conceived and shot, there was an obligatory, almost by-the-numbers nature to their narratives. By allowing this introductory tale the time to breathe and percolate—and incorporating the real-life past into the proceedings—everything becomes more real and personal here, excelling beyond that of a typical superhero actioner while dipping its toes into other genres and era-specific sensibilities. The globe-trotting plot, breathlessly skipping around from Switzerland to England to Russia to New York to Las Vegas to Miami to Argentina to Cuba, reminds of a classic James Bond effort, while the scenes portraying the recruitment of the team shares the hip energy of a crime caper along the lines of 2001's "Ocean's Eleven." Social issues run rampant—as a story that has always plainly been a metaphor for gay rights, it is no coincidence when Hank McCoy, asked by his employer why he kept his mutant side a secret all this time, replies, "You didn't ask, so I didn't tell"—while the disparate belief systems of its ragtag assortment of protagonists and eventual anti-heroes are steadfastly understandable based on where they're coming from and what they feel is their only choice for the future.

Technical credits and period details are top-notch. The sumptuous production design is impeccable, from a Cambridge University pub to a moody, mod-style Vegas nightclub (the use of the song "Palisades Park" by Freddy Cannon is a welcome additional flourish) to the regal waterside estate that will eventually become the Xavier School for Gifted Youngsters in Westchester, NY. Lensed by John Mathieson (2010's "Robin Hood"), the cinematography has a textural, film-like palpability and scope, feeling more like an authentic journey than a trample between studio backlots. Visual effects are just about faultless, a huge step up from the chintzy feel of the CGI in "X-Men Origins: Wolverine," lending believability to the awesome powers that each mutant holds. While major action set-pieces are on the lower side, one hardly notices since the human story is so compelling. Director Matthew Vaughn is consistently in control of his mise en scene and the silky bridges between them that maintains momentum. By the time the impressively assembled climax set in the waters around Cuba arrives, the sheer excitement and thrill of it feels particularly well-earned. When so many movies of this sort let slip their best, or at least most dazzling, moments too early in the show, here is one that saves its splendorous highlights for last.

The cast hasn't a weak spot among them. James McAvoy (2011's "The Conspirator") and Michael Fassbender (2011's "Jane Eyre") do not particularly look much like their elder counterparts from the earlier "X-Men" films, Patrick Stewart and Ian McKellan, respectively, but they do effectively capture their souls and the tricky bond between them. Charles and Erik are like brothers by the second half, yet their moral compasses and personal viewpoints differ greatly—enough that there is still a certain amount of love and caring between them despite the fundamental inability for them to see eye-to-eye. McAvoy emanates a reliable integrity, a conviction that he might be able to eventually change non-mutants' minds about them, while Fassbender gives an intense, electric reading of Erik, overwhelmed by his hatred for what Sebastian did to his mother and the pessimism that goes along with having lived through an unshakable tragedy.

As the shape-shifting Raven/Mystique, Jennifer Lawrence (2010's "Winter's Bone") alternates between a pretty blonde version of her character's more disconcerting true appearance. The actress continues to leave a mark with each new and diverse role she plays, essaying the younger version of Rebecca Romijn and, yes, sliding effortlessly into the form-fitting blue body paint. Like Erik, but maybe even more so since they've been together since kids, Raven and Charles have a sibling-like relationship that becomes unexpectedly poignant the more that the two of them begin to sense they're headed for opposite paths. Lawrence is right in tune at portraying the war inside herself, her devotion to Charles at odds with her desire to stand beside Erik. Rose Byrne's banner year rolls on, as she has starred in 2011's giant sleeper hit "Insidious" and the summer's, well, even more giant sleeper hit "Bridesmaids." This film, meanwhile, is no sleeper, but it will be a hit, and Byrne is quite good as Moira MacTaggert, a non-mutant expert on genetic mutation and possible love interest of Charles. As the despicable Sebastian Shaw, Kevin Bacon (2011's "Super") is having obvious fun playing the slimy heavy and chews the scenery accordingly. Supporting performances are fine, as well, each one individualizing themselves even when their parts are comparatively compact. Of them, only January Jones (2011's "Unknown") comes off as undernourished as the ice-cold, diamond-sheened Emma Frost.

An adventure rife with danger and the necessary building blocks that, by the end, have transformed Charles Xavier into the virtuous, wheelchair-bound Professor X and Erik Lehnsherr into his central adversary Magneto, "X-Men: First Class" works as both gritty Cold War-set thriller and majestic otherworldly fantasy. It's an unlikely combination, but it gives the picture an audacity that separates it from typical big-budget fodder that is only ever allowed to be one thing or the other. Further installments that are to eventually lead seamlessly into the 2000 original will surely be able to build even more upon what has been set up here, but "X-Men: First Class" is an accomplished beginning. These characters may be living in the 1960s, but the barricade before them as they strive to be accepted for who they are still exists today. In one way or another, they embody us all.