X-Men: First Class may be the most open, unapologetic example of a major movie studio "taking a Mulligan" on a franchise in Hollywood history. Back in 2006, then-newcomer director Matthew Vaughn was supposed to direct the third X-Men movie after Bryan Singer took a leave to make Superman Returns, but interference from notoriously difficult Fox Studios under fandom-despised producer Tom Rothman led to his abrupt exit. Vaughn was quickly replaced by Brett Ratner, who holds the distinction of being able to make even Jackie Chan unexciting. The result, X-Men: The Last Stand, was even more abysmal than anyone could've expected.

Now, five years later, all involved (well, except the actors, and also Ratner, but nobody cares about that) are back to try for a do-over: Singer as producer, Vaughn as director and Fox as a movie studio newly humbled by a desperate desire to keep their X-Men franchise chugging lest Marvel snatch the Mutants back and add their box office firepower to the expanding Avengers universe.

The planned film itself is something of a Hail Mary pass: One part prequel to the earlier films detailing the origins of the ideological feud between Magneto and Professor X, one part reboot helping to remove the previous, roundly-hated Origins: Wolverine prequel from continuity before Darren Aronofsky's Wolverine: Pretend The Last One Didn't Happen comes out, and also (many suspect) a backdoor way to simply re-start the series altogether.

Up until now, Vaughn and the studio have kept much of the film's story and visuals top secret. But now we have a trailer, which you can watch right here. Lots of action, lots of shout-outs, lots of easter eggs for fans and - because this all has to take place at least 35-40 years before the first one - lots of new, unfamiliar characters. What's going on? Who is everybody? Here we go, moment by moment:

00:00 - 00:30 Okay, was not expecting them to use full-on flash-ahead clips from the first two films at all, but probably for the best. Our first look at James McAvoy as the young, not-yet-bald-and-crippled Charles Xavier and Michael Fassbender as the young, not-yet-a-terrorist Erik Lenssher, aka Magneto.

00:30 - 00:50 Charles and Erik being escorted through a prison(?), establishing somewhat that they're still in their buddy phase; fade to the Xavier School, fade to roomful of young mutants. Laid over the soundtrack is President Kennedy's speech on the Cuban Missile Crisis, ending on Xavier and pals watching it live on TV to establish that this is indeed set in the mid-1960s.

Seated on Xavier's right: Rose Byrne as Moira MacTaggert, the Professor's best ladyfriend. You may recall Olivia Williams playing her in a pointless cameo in X-Men 3.

00:50 - 00:54 Two shadowy figures stare down a woman seated in some sort of interrogation/observation room, in what looks like a visual shout-out to Basic Instinct.

Sitting in the chair: January Jones as Emma Frost, aka The White Queen of The Hellfire Club (more on them in a bit,) a powerful mutant psychic and one of the primary villains/anti-heroes of the X-Men universe. Technically, what was supposed to be this character already appeared as Diamond Skin Girl (Frost's secondary power) in Wolverine - but remember, we're all agreeing to pretend that didn't happen.

00:55 Lensher and Xavier meet with Zoe Kravitz as teenage mutant Angel Salvadore - first big onscreen confirmation for fans that they're playing fast and loose with the timeline, bringing modern characters into this 60s-set story. I have no issue with that - different version, different continuity, etc.

And yes, you saw the fly-wings correctly: Angel is essentially a person-sized Faerie.

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