I'm just too picky. Some of the effects scenes were well done, and it picked up pace near the end, but a lot of it felt slow and amateurishly made. It barely gets by because Magneto is such a strong, three dimensional villain. But the rest of the bad guys (and most of the heroes) are barely there as characters at all. And I know it's just a comic book movie, but there were an awful lot of reality breaking moments. How is Banshee going to fly and carry someone without deafening them? Shaw's metal looking helmet is apparently not made of metal, because if it is there would be a plot hole so huge the whole movie would get sucked into it. And much of the acting was distractingly bad. I thought James McAvoy was good as Professor X, but everyone else was pretty terrible, and I still don't get why Michael Fassbender's accent was completely absent for most of the movie. He did a pretty good one in Inglourious Basterds, so I'm not sure what happened here. He was good, he just didn't really sound or act like Ian McKellen (who really made Magneto come alive.) January Jones looked much older than I remember seeing her before, and she acted like she was made of wood. Her costume a & hair did 90% of the job for her. I thought Zoe Kravitz was terrible and that she looked bad too. Even Kevin Bacon seemed subdued. I know he can really do a good creepy villain, but I just didn't get a whole lot from his overall performance here. Still, it was cool to see actors like Ray Wise and Michael Ironside on the big screen again, even if just for a few moments. X-Men: First Class wasn't terrible, but I was not very impressed. The cameo was funny, though.