X-Men: First Class is a true fantasy/sci-fi film rarity: It’s a prequel that doesn’t pilfer its source material blind for the sake of greatly diminshed returns (we’re looking at you, George Lucas), and a comic book origin story that doesn’t get bogged down in the details of all that must be explained and established. Brisk, exciting, and imaginative, it helps right a franchise that’s been listing to starboard for it’s past two entries.

The movie opens by replaying the scene that opened the first X-Men film more than a decade ago (sheesh, has it been that long?), with a young Erik Lensherr lashing out with his unearthly control of magnetism in a concentration camp in Poland, 1944. First Class takes it a bit further, with Erik being taken under the wing of sadistic geneticist Dr. Schmidt (an enjoyably creepy Kevin Bacon), who discovers the secret to activating the boy’s powers at a tragic cost to the lad.

Flash forward to 1962. Erik (Michael Fassbender) is now a Nazi hunter driven by revenge and hot on the trail of Schmidt, now calling himself Sebastian Shaw and revealed to be a mutant leading a shady group known as the Hellfire Club. Erik soon crosses paths with fellow mutant Charles Xavier (James McAvoy), a self-absorbed but compassionate young scientist and his shapeshifting adopted sister Raven (Jennifer Lawrence), who have been recruited by the CIA to help stop Shaw, who’s determined to instigate World War III. This leads to the recruitment of a small band of young mutant outcasts to battle Shaw — the first generation of X-Men — as well as the pivotal third-act split between idealistic Charles and bitter, tormented Erik that leads to their becoming the lifelong frenemies known as Professor X and Magneto.

Make no bones about it: This is Magneto’s story, a tale of a tormented and heartbroken man who craves vengeance more than justice and cannot distinguish between the two. The scenes featuring McAvoy and Fassbender crackle with energy as it becomes more and more clear that these erstwhile friends have a dark destiny ahead of them, and Magneto’s inevitable descent into villainy takes on a tragic aspect. Both actors shine in their performances, with McAvoy’s composed vulnerability contrasting well with the smoldering rage projected by Fassbender.

Bolstering this is a broader subplot about the younger mutants trying to find their place as freaks in a world that celebrates beauty and rewards conformity, highlighted by a budding romance between Raven and young mutant genius Hank McCoy (Nicholas Hoult), destined to become the blue-furred Beast. Raven yearns to not have to hide her natural form behind a facade of banal attractiveness, whereas Hank seeks a cure for their cosmetic defects (her scaly blue skin, his prehensile feet). “Mutant and proud” becomes a recurring motto, one that reverberates as much today as it might have in the movies alternate-universe civil rights-era setting.

Directed by Matthew Vaughn (Layer Cake, Kick-Ass) from a script by Jane Goldman and Thor co-scripters Ashley Edward Miller and Jack Stentz, the plot delivers globe-trotting action reminiscent of the Jams Bond films as well as ’60s spy-fi in general, with plenty of swingin’ period detail to bring the story’s setting to life. Vaughn, the original choice to direct the series’ third installment after Bryan Singer (who directed the first two and produced First Class) pulled up stakes to do Superman Returns, makes a palpable effort to get the mix just right, blending just the right amount of humor and melodrama to keep us interested without slipping into overkill.

There are a few faults, including obtrusive incidental music and a few underdeveloped characters. There are also some continuity issues between this film and its predecessors that will drive purists nuts; however, retcons and story inconsistencies are par for the course with comic books these days, to the extent that First Class‘s issues could almost be seen as an homage to all things printed four-color. Besides, by the time the team dons their classic yellow-and-blue uniforms and hop aboard a prototype of their supersonic stealth jet to stop the Cuban Missile Crisis (you read that right), we’re having too much fun to care.

It’s showing at NorthPark, Galaxy and Studio Movie Grill. Showtimes here.