Who's In It: James McAvoy, Michael Fassbender, Kevin Bacon, Rose Byrne, Jennifer Lawrence, Oliver Platt, Alex Gonzalez, Jason Flemyng, Zoe Kravitz, January Jones, Nicholas Hoult

The Basics: Before they were the X-Men they were just a disparate collection of closeted mutants who couldn't figure out why they were born made of magnets or were cursed to walk around all blue and scaly or with gnarly feet for hands or possessed of the ability to sprout buzzy little butterfly wings in the middle of giving a lap dance in the Champagne Room. They had to find one another, come up with half-dorky/half-badass names, harness their megapowers and then battle Kevin Bacon and January Jones, that terrifying duo of supervillain mutants who were, according to this movie, the true cause of the 1962's Cuban Missile Crisis. Yes, Kevin Bacon and January Jones.

What's The Deal: Let's forget about the Kevin Bacon/January Jones problem for the moment and focus on the big picture, which is that this good-enough-but-not-great prequel is full of awesome potential. Now, the inherent problem with potential is that sometimes you have to sit around and wait for it to bloom, to hang back and chill while what you hope will ultimately become an epic story puts all its moving pieces on the table. In other words, the whole thing drags a little and focuses a bit too much on Bacon's mod Austin Powersy submarine of death when it could have been diving deeper. It made me antsy for wittier set-ups, more wow moments than were already given away in the trailer and a lot more character complexity than just showcasing their superpowers, tossing in some chips-are-down tests of their mettle and making Jennifer Lawrence angsty about having blue skin. The comic books these characters come from aren't shallow boom-pow texts and, of all the superhero franchises, the X-Men come equipped with more contemporary relevance than most. I'm still on board for chapter two but only if they promise to smarten up a bit.

Casting Ouch: Okay, let's not forget the Kevin Bacon/January Jones problem. He's a fine actor but he doesn't seem like a guy you take seriously as a potentially world-destroying madman. It's not his fault that he danced so well to Kenny Loggins songs thirty years ago, but that youthful energy is still bouncing around inside him three decades later. He's gotten wirier and rangier and sharper but not heavier. And that kind of doom-threatening gravitas is exactly what's not on display here. Meanwhile, Jones, as Bacon's metallic accomplice, does everything a person cast as a human disco ball can do with that kind of role. Don't blame her just yet (if you're watching Mad Men then you know she's capable of more), blame a movie that decided all her character needed to be was pretty.

Did We As A Society Learn Nothing From Take Me Home Tonight? I hate it when a movie set during an earlier decade gets that decade's details wrong. It's laziness, or worse, arrogance that the audience is too stupid to know any better. So here we have a movie set in 1962 during a very specific historical moment. Why, then, do almost all the male characters who aren't CIA/Pentagon background players time-traveling their heads into 2011 hairstyles? And why are the women decked out in miniskirts? Just type the name "Mary Quant" into Wikipedia and you'll see the timeline of that particular female wardrobe staple. Meanwhile, the dialogue includes very un-1962 expressions like "I'm stressed" and witty comebacks like "Whatever." And yeah, those are nitpicky details, but if you're going to make a period film then make a period film.

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