After undergoing some unfortunate mutations in recent years, a beleaguered Marvel movie property gets the smart, stylish prequel it deserves in "X-Men: First Class." Reclaiming much of the pop-operatic grandeur and insouciant wit so evident in the series' first two installments, director/co-writer Matthew Vaughn imagines the rise of Professor X, Magneto and their earliest mutant disciples as a '60s-set origin story, steeped in Cold War paranoia and served up with a delightful Rat Pack swagger. Strong word of mouth, franchise popularity and the public's seemingly inexhaustible appetite for comicbook fare should keep "First Class" at a high B.O. altitude worldwide.

The series' spluttering 2009 foray into how-it-all-began territory with "X-Men Origins: Wolverine" may have tempered audience anticipation for "First Class," and Vaughn handily exceeds expectations with a picture that may rile Stan Lee purists but should prove entirely engaging for franchise newcomers as well as viewers familiar with the series' mythology. Both constituencies, however, may be surprised by the degree to which Vaughn manages to invest this unabashedly commercial product with a unique stylistic identity.

Providing a major assist in this regard is Bryan Singer, who hasn't been involved with the series since he so assuredly directed the first two installments, and who returns here as a producer and story writer (with Sheldon Turner). Singer's touch is apparent in the film's very first shot, which expands on the Auschwitz-set prologue of 2000's "X-Men," extending the fascination with Nazi iconography Singer evinced in "Valkyrie" and "Apt Pupil."

When he learns that young camp refugee Erik Lensherr (Bill Milner) has the power to bend metal with his mind, Mengele-like Dr. Schmidt (Kevin Bacon) attempts to harness the boy's abilities in horrifying fashion. The tragic outcome of this unpleasant, rather ill-advised episode instills in Erik a lifelong thirst for revenge and renders him incapable of summoning his gifts without channeling his rage.

In contrast to the bitter, brooding Erik (played as an adult by Michael Fassbender), dashing Oxford academic Charles Xavier (James McAvoy) envisions a utopian world order in which mutants are able to control their superhuman gifts and coexist with the rest of mankind. Possessing astonishing telepathic abilities and, for now, the full use of his legs, Charles is delightfully presented as a ladies man who turns scientific observations into pick-up lines, to the loving exasperation of his adoptive sister, Raven (Jennifer Lawrence), a shape-shifter who struggles to keep her natural blue-skinned appearance under wraps.

Suspecting malevolent outside interference in the escalating U.S.-Soviet conflict, plucky, pretty CIA agent Moira MacTaggert (Rose Byrne) recruits Charles despite the agency's hostility toward these strange new beings called mutants. This uneasy alliance ushers in the story's most dramatic development, in an emotionally surging scene that brings the future Professor X and Magneto together for the first time. Though the ideological differences between Charles' optimistic empathy and Erik's cynical superiority couldn't be more pronounced, the men's mutual respect leads to friendship, and they band together to build a stronghold of young mutants.

At this point, "First Class" almost comes to resemble a 1960s heist picture by way of a James Bond caper as Charles and Erik assemble their motley crew, hitting up strip clubs, pubs, prisons and other unlikely joints in sequences that thrum with period atmosphere. In setting the classic "X-Men" parable of intolerance and suspicion within a context overshadowed by nuclear paranoia and the Cuban Missile Crisis (which undergoes a major historical rewrite), Vaughn takes full advantage of the milieu's expressive opportunities.

Lenser John Mathieson reinforces the film's retro orientation with canted camera angles and tracking shots that show off the richness of Chris Seagers' production design, whether it's a louche Las Vegas nightclub or a submarine commandeered by Bacon's renascent villain, now calling himself Sebastian Shaw.

Having taken the superhero subgenre to smart-alecky extremes in "Kick-Ass," Vaughn shows how much more he's capable of when he plays this sort of material straight. Helmer tosses off the recruitment and training sequences with panache, especially an extended montage detailing the rearing of such future X-Men as the plasma-blasting Havok (Lucas Till); sonic screamer Banshee (Caleb Landry Jones); the endlessly adaptive Darwin (Edi Gathegi, too little seen); and bookish, big-footed Hank McCoy (Nicholas Hoult). It's a captivating sequence that honors one of the consistent thrills of the superhero origin story: the combination of ingenuity and instinct by which an individual unlocks his or her extraordinary potential.

The coming-out metaphor implicit in "X-Men's" mutants-among-us premise is made overt here, in dialogue that often hits its points too emphatically ("You didn't ask, so I didn't tell," Hank mumbles when queried about his background). The film's prosaic bluntness is matched by a sometimes forced quality to the characters' emotional and philosophical progressions; certain tough decisions facing Erik and Raven in particular feel more expedient than inevitable.

Still, it's remarkable how many things "First Class" gets right, whether it's the decision to have characters speak different languages as the film's frequent globe-trotting dictates, or the casting of Fassbender and McAvoy, who bear no resemblance to their respective older counterparts (Ian McKellan and Patrick Stewart) but perfectly capture Charles and Erik's symbolic might-vs.-right dynamic.

While their brief physiological transformations limit their expressiveness, Hoult and Lawrence register poignantly as two young individuals trying to figure out their unique place in a hostile world, while "Mad Men's" January Jones makes her blank affect work to her advantage in the role of Shaw's cold-blooded deputy, Emma Frost. Two veteran "X-Men" thesps also make brief, amusing cameos.

Despite a somewhat hefty 130-minute running time, "First Class" feels swift, sleek and remarkably coherent; an even longer, more fully fleshed-out version would not have been unwelcome. Visual effects designed by John Dykstra are smoothly and imaginatively integrated, and Henry Jackman's score provides fantastic forward momentum.


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