X-MEN: FIRST CLASS Second from left: L'il Magneto, chillin' like a villain.

"XAVIER. CHARLES XAVIER," James McAvoy says early on in the latest X-Men movie, introducing himself with an oily suaveness that wouldn't seem out of place in an old-school 007 flick. I'm guessing that's intentional: Set amid the nuclear panic of the Cuban Missile Crisis, X-Men: First Class aims to both prequelize a weary franchise and mash up superhero pulp with '60s style. After the underwhelming mediocrity of the series' third installment, X-Men: The Last Stand, and after the eye-scathingly godawful X-Men Origins: Wolverine, there's nowhere for the series to go but up. (Though, it should be said, there are plenty of other places for you to go if you're jonesing for multiplex superheroes: Thor's both a lot better and a lot more fun, while Green Lantern and Captain America: The First Avenger open in the next few weeks. 2011: The Summer of Surplus Spandex.)

On the upside, this is the first X-Men movie that hasn't revolved around Wolverine, which is kinda great—now that the plot's no longer woven into Hugh Jackman's muttonchops, here's a story about the X-Men rather than an X-Man. Young mutants/frenemies Charles Xavier (James McAvoy) and Erik Lehnsherr (Michel Fassbender) jetset around the world searching for other superpowered freaks—until they decide to stop dickhead Sebastian Shaw (Kevin Bacon), who's engineering the Cuban Missile Crisis in order to kill off humanity.

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On the downside, First Class takes that fun premise and weighs it down with too many characters (most of 'em scraped from the bottom of Marvel Comics' barrel, like Banshee [Caleb Landry Jones], an annoying ginger who does nothing but screech at the top of his lungs), uneven CG, and a too-frantic script. Still, director Matthew Vaughn (Kick-Ass, Layer Cake) gets in a few slick montages, while his cast offers some good performances: In addition to solid turns from McAvoy and Fassbender, Bacon, Jennifer Lawrence, and Rose Byrne all have fun. Meanwhile, Mad Men ice queen January Jones, as the villainous Emma Frost... well, she has several scenes in which she wears nothing but lingerie, so that's certainly something.

But is that something—or any other something about this movie—enough to make First Class hold its own against this summer's glut of superhero movies? Alas, no, not really. But hey, another upside: It's not X-Men Origins: Wolverine!