Peace was never an option.
-Erik Lehnsherr

Ah... this film isn't holding up on repeat viewing, but I'm still giving it a high rating for the brilliant character arc for Magneto and Xavier. My opinion is still biased though since I'm a huge Marvel Comics geek.

My only problem is really the middle of the film, it's a bit of a mess. You're suddenly introduced to five new characters and then the script has nothing for them to do except stay in this one room at the CIA base and.... think up nicknames for each other. One of them even dies with no impact because we knew nothing about his character except what his power was... and that he spoke English.

The biggest hurdle this film had was casting Charles Xavier and Erik Lehnsherr. Patrick Stewart and Ian McKellen were perfect in the original three films playing off each other and their complicated friendship. I would say they pulled it off with James McAvoy and Michael Fassbender in the younger roles. It's these two actors that make the entire film work for me.

Jennifer Lawrence does an ok job as Mystique, but the rest of the X-Men are just "there" basically except for Caleb Landry Jones (Banshee) who manages to stand out with what little he's given.

On the "bad guy" side of things, Kevin Bacon seems to be having fun playing a villain and does a great job. The role of Emma Frost sadly was miscast as the only thing January Jones does memorable in the film is look good in her outfits.

The rest of the film is pretty damn brilliant if you ask me, especially the balancing act of Xavier and Magneto's friendship and how it's handled. I really love the ending of this film too, and for me an amazing ending to a film can overshadow a mediocre second act.

In closing, if you would have asked me 6 months ago which one was the best X-Men film I would have had a hard time picking between two of them, but after revisiting First Class I can confidently say that so far the best X-Men film has been X2: X-Men United.