What’s it about?
Before Charles Xavier was Professor X, and Erik Lehnsherr was Magneto, they were friends. X-Men: First Class is the origin tale of these men set in 1962 against the backdrop of the Cuban Missile Crisis.
Basically you watch as Xavier grows in the mutant Martin Luther King Jr, as Magneto becomes a super powered Malcolm X.
The good
Magneto: Nazi Hunter
As Ian McKellen is the brightest star in the original X-Men movies, Michael Fassbender is superb as Magneto. I could watch that dude kill Nazis and Swiss bankers all day.
Part of what made Magneto so compelling for me is that for most of the movie he only had limited control over his powers. It reaffirmed my believe that less powerful = more interesting.
Very 1960s
I loved how they riffed on 1960s pop culture; yacht bearing submarine, nuclear missiles, secret rooms, and femme fatales. They even made the closing credits look the part.
Screw Canon!
Most comic movies take a “best of” the comic books approach to storytelling. Sometimes it works, sometimes it flops. Either way, I find it boring as a viewer because I know what happens in the comics.
I enjoyed that X-Men: First Class took the characters, and spirit of the comics and told a unique tale that has nothing to do with the excessively complicated canon of the comics.
Some of the Supporting Characters
Beast and Mystique share an interesting, thorough, and poignant story arc that adds a lot to the movie.
I liked January Jones as Emma Frost. At the very least she absolutely looked the part. Some people I spoke to felt she was too marginalized, but I thought it was appropriate for the early 60s.
Cameos
I don’t want to spoil it, but there are two clever cameos.
The not-so-good
Consistency Flaw
Occasionally the logic of the story becomes a little wonky. Again, I don’t want to spoil anything but there is a serious inconsistency involving Mystique in the last act of the movie.
Terrible History
I’m not sure that it really matters, but they completely butchered the historical timeline of the Cuban Missile Crisis.
The ugly
Timeline
The bulk of the movie happens over the course of about two-week, and I just didn’t buy it.
Over the course of one week our heroes learn to master their powers, develop a ton of new technology, and become BFFs. It was a little pathetic. Best week ever!
Darwin
I was very disappointed that they put a great character like Darwin into the movie just to prove that Sebastian Shaw is a badass villain by killing him. Lame.
Useless Characters
Banshee, the red dude (Azazel), the tornado guy (Riptide), Angel and Havok are a total waste of space. The writers basically do nothing with them except exploit their powers once or twice to push the plot along. These characters were stuffed into the film so that they can sell more action figures. Also lame.
The bottom-line
X-Men: First Class is deeply flawed, yet very enjoyable.
This movie would have benefitted from a smaller cast, and greater focus. In spite of these flaws, it really is fun.
The Geek Whisperer 
The biggest continuity flaw I saw with the movie happened on the island at the end. To avoid spoilers, I’ll just say that prior to that, we were told that something was bulletproof…
I liked Azazel. Obviously, he was a flat character, but I thought he was good at what he was used for (a badass character killing people).
Agreed on the bulletproof thing. I actually missed that but now that you mention it, you’re spot-on.
Azazel is Darth Maul. A red, empty shell of a character that looks cool while killing folks.