First off, X-Men First Class is a much better movie than X-Men 3 was and possibly better than the original X-Men movie. That said, it does have some problems.
The first problem is its length. It is a long movie and I kept wanting them to get on with things. It was probably too ambitious. It included full back stories on Magneto, Professor X, Mystique, and the founding of the team plus a major sub-plot on the Beast and mutant acceptance in general. And that doesn't even include Sebastian Shaw and his plans. That's a lot to cram into a single movie.
The second problem is that they already used all of the A-list mutants and a lot of the B-list ones. The few A-list mutants who do appear have already been in the other movies, played by older actors.
On to quibbles.
I didn't like the casting on Beast at all. The original character was drawn to look almost like a Neanderthal. He had huge hands and feet that let him find a grip on almost anything. He was also fairly strong and able to bounce around. The movie's version is tall and thin with prehensile feet. There is only one quick training scene that hints that he has other abilities besides ugly feet.
The movie is set in 1962 but most of the 60s references are from later in the decade. Professor X uses the word "groovy". The women are wearing miniskirts. Not only did miniskirts come later but no CIA agent would wear one to a debriefing. The women's underwear is wrong. The did remember to use garter belts instead of pantyhose but Moira MacTaggert should have been wearing "granny panties" and a girdle instead of sexy bikini briefs.
There was a major spy craze during the 60s and elements of the movie are drawn from that. Shaw's submarine and nightclub booth that hides a secret entrance to the villain's lair are examples. But, the spy craze was inspired by the James Bond movie, Goldfinger which came out in 1964.
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