Announced in 2006, First Class entered production in August 2010 and finished in December, with additional photography taking up up to three weeks before the film's premiere in June 2011. Locations included Oxford, the Mojave desert and Georgia, with soundstage work in both Pinewood Studios and the 20th Century Fox stages in Los Angeles. The film received positive reviews and was a box-office success with earnings of $353 million worldwide.
At a World War II concentration camp in occupied Poland in 1944, scientist Dr. Klaus Schmidt observes young Erik Lensherr bend a metal gate with his mind when the child is separated from his mother. In his office, Schmidt orders Lensherr to move a coin on a desk, killing his mother when he cannot; in grief and anger, Lensherr's magnetic power manifests, killing two guards and destroying the room. Meanwhile, at a mansion in Westchester County, New York, young telepath Charles Xavier meets young shape-shifter Raven. Overjoyed to meet someone else "different", he invites her to live with his family as his foster sister.
Eighteen years later, Lensherr is tracking down Schmidt, while Xavier is graduating from Oxford University with a mutation thesis. In Las Vegas, Nevada, CIA agent Moira MacTaggert follows U.S. Army Colonel Hendry into the Hellfire Club, where she sees Schmidt (now known as Sebastian Shaw), the telepathic Emma Frost, and teleporting Azazel. Threatened by Shaw and teleported by Azazel to the War Room, Hendry advocates that the U.S. install nuclear missiles in Turkey. Shaw later kills Hendry with his energy-absorbing power.
MacTaggert, seeking Xavier's advice on mutation, convinces him and Raven to join her at the CIA, where they convince Director McCone mutants exist and Shaw is a threat. The unnamed "Man in Black Suit", another CIA executive, sponsors the mutants and invites them to the CIA's secret "Division X" facility. Xavier locates Shaw just as Lensherr is attacking him, and arrives in time to stop Lensherr from drowning as Shaw escapes. Xavier brings Lensherr to Division X, where they meet young scientist Hank McCoy, a prehensile-footed mutant, who promises Raven he will find a "cure" for their appearance. Xavier uses mutant-locating device Cerebro to find mutants to attempt to recruit against Shaw. He and Lensherr recruit stripper Angel Salvadore—along with taxi driver Armando Muñoz, Army prisoner Alex Summers, and Sean Cassidy—who code-name themselves Darwin, Havok, and Banshee, respectively—while Raven names herself Mystique. Xavier and Lensherr also attempt to recruit Wolverine, who profanely declines.
When Frost meets with a Soviet general in the USSR, Xavier and Lensherr capture her and learn of Shaw's intentions to start World War III and trigger mutant ascendency. Meanwhile, Azazel, Riptide and Shaw attack Division X, killing everyone but the mutants, and offering them the chance to join him. Angel accepts; when Darwin fights back, Shaw kills him. With the facility destroyed, Xavier takes the mutants to train at his family mansion. McCoy devises protective uniforms and a stealth jet. In Moscow, Shaw compels the general to have the Soviet Union install missiles in Cuba. The Cuban Missile Crisis ensues, with U.S. President John F. Kennedy instituting a blockade to stop the transfer of missiles to Cuba. Shaw, wearing a helmet that foils Xavier's telepathy, accompanies the Soviet fleet to ensure the missiles arrive.
Raven attempts to seduce Lensherr, who convinces her to embrace her mutant nature. She then refuses McCoy's cure—a cure which backfires on McCoy, rendering him a leonine beast. Though ashamed of his new appearance, he pilots the mutants and MacTaggert to the blockade line. During the ensuing battle with Shaw, Lensherr seizes Shaw's helmet, allowing Xavier to immobilize Shaw. Lensherr tells Shaw that he shares his exclusivist view of mutants, but, to avenge his mother, kills Shaw — over Xavier's objections — by forcing his Nazi Reichsmark coin through his brain.
Fearing the mutants, the fleets fire their missiles at them. In a struggle, Xavier keeps Lensherr from destroying the fleets with the missiles, but when MacTaggert fires at Lensherr, a deflected bullet hits Xavier in the spine. Lensherr, remorseful, leaves with Angel, Riptide, Azazel, and Mystique — the latter telling McCoy to "proudly" embrace his mutant status. A wheelchair-bound Xavier and his mutants return to the mansion, where he intends to open a school. MacTaggert promises never to reveal his location and they kiss; at the CIA later, she says she has no clear memory of recent events. Meanwhile, Lensherr, in a uniform with the helmet and calling himself Magneto, leads his new team into the CIA building and frees Frost from confinement.
