The X-Men are heading back to the '60s, which, considering that the first X-Men comic hit stands in 1963, is maybe where they truly belong. X-Men: First Class (out June 3) explores the initial friendship and eventual schism between Charles Xavier (James McAvoy) and Erik Lensherr (Michael Fassbender), two young mutants who later became known as the feuding Professor X and Magneto. But first they'll have to thwart a bent-on-world-domination secret society, the Hellfire Club.

EW recently checked in with Kick-Ass director Matthew Vaughn (pictured above, inset), who talked about how his version of Magneto will resemble a certain silver-screen icon from the movie's time period, why he's not worried about die-hard X-Men fans, and how he returned to the X-Men universe after famously stepping away from X-Men: The Last Stand.

Q: How would you describe First Class to the uninitiated?

A: The best way of describing it is X-Men meets Bond, with a little bit of Thirteen Days thrown in for good measure. It's set in the '60s, and I basically molded a young Magneto on a young Sean Connery. He's the ultimate spy — imagine Bond, but with superpowers.

Q: If Magneto is Bond, then what about Charles Xavier?

A: You're seeing Xavier become a professor. For me, Magneto is the good guy in the film, but he's a sort of a good bad guy. He literally kicks off the movie, and Xavier goes along on the ride trying to figure out what the hell is going on, and trying to persuade Erik that you don't have to kill everyone.

Q: I know you're under tight restrictions about what you can reveal regarding the plot, but, well, what else can you say?

A: In the beginning of the film, no one knows that mutants exist, and all the mutants don’t know that each other exist. They're all in hiding. Kevin Bacon plays a very megalomaniac mutant [Sebastian Shaw] who decides that he can take over the world and that mutants are the future. Erik and Charles then meet each other and hook up with the CIA to try and prevent World War III. You find out everything about what went on between Erik and Charles.

Q: And there are flashbacks with Erik and Charles as young children?

A: They're not flashbacks — we start there. It starts in 1942, and then works its way up to 1962.

Q: Did you have any concerns about how, no matter what you do, you may anger some of the die-hard fans?

A: Yeah, but I could tell those fans that they’re wrong. One thing about the X-Men world is that, if you know your X-Men universe, every writer reinvented the storyline. I did my research, and none of the histories of the characters make any sense. Each writer just totally changed the history to make their plot work. So I can quite safely say that X-Men has a history of reinventing its history for the sake of the plot.

Q: Is the movie related at all to the First Class comics?

A: Not really. There are a lot of nods to the X-Men world and the X-Men movies, but it's definitely its own beast.

Q: You were going to direct X-Men: The Last Stand and then dropped out two months before filming started. The story is that you thought you weren't going to have enough time to see your vision through...

A: That's true. It was as simple as that. In retrospect, I probably would have had more time then than I do now, which is highly ironic. But I also have more experience now than I did then. And I had no idea how big-budget filmmaking worked, so I was just applying small-budget independent-style logic to the wrong equation. And when I saw the film, I realized that Fox would have given me all the tools I needed. I was just stupid enough not to take them. But we both decided to cross the bridge together again. I definitely had burned a bridge. But they asked, so we met and we both kissed and made up and went off to make the film.

Q: How did you settle on James McAvoy and Michael Fassbender as Professor X and Magneto, respectively?

A: Professor X is a very hard character to cast. Out of all the characters, he's the dullest if you really think about it. He’ll be in a wheelchair eventually, and he’s sort of a sanctimonious preacher half of the time. Patrick Stewart brought so much to that role, and I needed to get an actor who could do the same — who could give him a fourth dimension that’d make him sparkle. James was literally at the top of the list, and he said yes, so I got my first actor very quickly.

Magneto was a juicier role. I've been watching Fassbender for a long time, and I knew the guy was going to pop as a movie star. He read it and knocked it out of the park, and the rest of the cast just fell in around them. What makes me laugh is, by this time next year, half of my cast is going to be extremely popular and famous. Jennifer Lawrence [i.e. Raven Darkholme/Mystique] is going to pop. Nicholas Hoult [i.e. Hank McCoy/Beast] definitely is. People are going to find Kevin Bacon a revelation, and January Jones [i.e. Emma Frost] has got huge star potential.


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