Thursday, June 16, 2011


Superhero films are all the rage right now. This couldn't be better for a comic book geek. I love superheros! And there is definitely not a shortage of comic book movies at the moment. I'm more familiar with Marvel than DC. I don't think I've read one GREEN LANTERN comic, though I do know about his character from various animated shows like SUPERFRIENDS, BATMAN: THE BRAVE AND THE BOLD, and JUSTICE LEAGUE. I have noticed that he was one of the more serious heroes, who didn't really joke around too much. I was curious to see how the film adaptation would be, but got extremely nervous after I saw the first trailer, which didn't look very good.

The film opens spectacularly as we learn about the Green Lantern Corps, who are Guardians of the Universe that use the green essence of willpower to battle fear. Each sector in the universe has a Lantern. Then we meet Abin Sur who defeated the ultimate being of fear called the Parallax. Several lifetimes later, Parallax escapes, finds Abin Sur and mortally wounds him. Abin escapes to planet earth. It's there he finds Hal Jordan (Ryan Reynolds), a hot shot jet fighter pilot who likes to bang superficial blondes. Or I should actually say that Hal finds Abin, when his spaceship crashes into the ocean (though to be fair, Hal was brought there by a giant green bubble). The alien tells the shocked Jordan that the ring chose him. He takes the ring, and discovers he can do amazing things with it. When he puts it on, a costume and mask consume him. He can also fly.

I feel like I'm getting ahead of myself. There is also a girl in Hal's life, Carol Ferris (Blake Lively) who work with Hal at the Air Force Base. After he screws up a simulated mission, Hal gets fired. He's irresponsible and kind of a self-appreciating jerk. Also in the mix is a scientist named Hector Hammond (Peter Sarsgaard), who is brought in to study the alien Abin Sur, after he dies in Jordan's arms. But something happened when he touched Abin. Somehow, part of the Parallax gets inside of Hector, slowing transforming him into an evil SOB. Meanwhile, Hal travels to the planet Oa and meets the head of the Corps, Thaal (Mark Strong), who informs him about his destiny. It's there where Hal trains with Kilowog, and discovers that with the ring, he can create anything that he thinks of (like swords, guns, brick walls, etc.). The earthling is reluctant to be a hero at first, but of course once Parallax threatens to devour Earth, he steps up to the task.

If you've been reading reviews of this movie, than you know that it's getting some of the most negative criticism of the year. I've seen may critics call this a train wreck, and one of the worst superhero movies in recent memory. Is it really that bad? No, not at all. So is it a good movie? Well, not exactly. There are many things that work, and many that don't. It's so much easier to review a movie if its just good or just bad, but this one is a mixed bag, which can be more frustrating than watching a terrible film.

What works: The opening is fantastic! Right away the audience is immersed into a Universe that is quite unique. The Parallax attack is riveting, and the design of Abin Sur's ship is awesome! Everything on the planet Oa works. The creature design of all the different alien Lanterns are astounding. There are a few frames containing 50 different types of creatures and I loved looking at all of them. My favorite one was the giant monster thing with one eye. My daughter's favorite was the Bee with the ring on his stinger. When Hal goes to Oa and trains is also great. It was pretty cool seeing him come up with different things to fight with, like a vindicator Mini-Gun. YES! The effects (even though some are cheesy) are very well done. Loved the Hot Wheels track! This also may be the best converted 3D film I have seen. It looked pretty good, though still unnecessary (2D is the way to go). The action sequences are handled very well by Martin Campbell, and he knows how to stage action (CASINO ROYALE, MASK OF ZORRO). Mark Strong does a great job as Thaal Sinestro, Geoffrey Rush and Michael Clarke Duncan do solid voice work as Lanterns helping to tutor the clueless Jordan. I thought the Guardians who watch the Universe were pretty awesome too, sitting on tall stone thrones. This film works best at introducing a world that is very "science-fiction geeky", and they make it so cool.

What doesn't work. Unfortunately, Ryan Reynolds is mis-cast. I always thought he would make a terrific FLASH (since he's a smart ass), but he doesn't give the dramatic weight needed for the GREEN LANTERN. Part of that blame goes to the writers, since Hal's written as more of a class clown than a serious hero. Would Hal really say "I know, right?", after he shows his friend his suit. It seems like they were trying to make him a bit of a playboy too just like Tony Stark, and then have him change his ways. But that arc is half baked. Doesn't quite work here, because I never felt that Jordan was fully developed in the first place, so there is just no emotional connection to the character. Blake Lively is not a talent actress, but she doesn't derail the film. She does an okay job, acting wise, but I just couldn't buy that some artificial looking bimbo with fake tits and high heels would be the head of an Air Force operation. It's almost as bad as Tara Reid trying to be a rocket scientist in ALONE IN THE DARK. Peter Sarsgaard's Hector is extremely underdeveloped. When it's revealed that he has a longtime crush on Carol and feelings of envy toward Hal, what was supposed to be villainous motivation seems to come out of nowhere. Sargaard's performance doesn't fit with the movie either. He's not bad, and maybe in David Lynch's Dune his eccentric, strange performance would seem at home, but it doesn't work here. Tim Robbins still hasn't proven that he deserved that Oscar back in 2003 (I don't think he deserved it then), as he portrays Hector's Senator father. His makeup and hair look ridiculous. Angela Bassett is completely wasted, and when did Jay O. Sanders start looking like shit? Also, while I liked James Newton Howard's main theme, too many times he resorted to the standard progressive electronic percussion sounds that Brian Tyler overuses in all of his scores.

The love story between Hal and Carol seemed shoehorned in, because that angle worked so well in SPIDERMAN and IRON MAN. The movie definitely didn't need it, but it also doesn't work because there is just no chemistry between the two characters. Every time the movie focuses on this aspect, it stops dead in it's tracks. The finale felt a bit rushed, and turns into a little like a Roland Emmerich film when Parallax starts destroying the world, and of course he starts in the city were Hal resides. Stupid. But the biggest issue, besides the little nitpicks, is that you don't really connect with Hal. That's why SPIDERMAN and IRON MAN worked so well, because we genuinely care for Peter Parker and Tony Stark. Hal Jordan is just an empty shell.

While I think there are moments in this that work better than anything in the overrated THOR (especially the stuff on Oa), it's not consistent enough to be successful. I probably can say THOR is better because at least it was the same way through out. The GREEN LANTERN's high and lows are much more extreme. I would say that this film is 50/50 good and bad. The stuff that works really works, but the stuff that doesn't work doesn't really work. If they make another one, I would recommend keeping most of the action in space and on planet Oa. I loved the Science Fiction aspect of this story, but everytime it went to Earth, it just felt generic.

This isn't a huge failure by any means. All of the elements were there to make an exceptional film. I think with a few rewrites, this could have been great. Unfortunately, Hollywood isn't patient enough to take it's time to make a quality film anymore. This could have been fantastic, but instead comes up a bit short. You were almost there guys.

**1/2 (out of ****)


Oh, Jim Carrey. What happened? It seems ever since he hit 40 (which was nine years ago!), he's been in sort of a mid-career crisis. Though he's done some great work, he's been insanely inconsistent with his film choices. BRUCE ALMIGHTY is probably his last straight out comedy that I enjoyed, and even that was slight. ETERNAL SUNSHINE was fantastic, NUMBER 23 was interesting, and I even thought his work as Scrooge was terrific. But his comedies have been lackluster (I'm looking at you, YES MAN).

His latest is an adaptation of a beloved kids book from the 30's, MR. POPPER'S PENGUINS. Carrey plays the title character, a hot shot businessman who doesn't have time for his two kids (even though he only gets them every other weekend). He resents his father for being away all the time traveling in the Arctic, and when he passes away, Popper just shrugs it off. But then he receives a large crate in the mail from his father, which has a Penguin inside. He tries to ship it back, but then 4 more arrive. Just as he's about to get rid of them, his kids come over and fall in love with the Penguins, so he lies and says that they are a present to his son. And his ex-wife doesn't seem to mind, which was weird. Before you can say "predictable cliche", Popper begins to reconnect with his kids and rekindle his relationship with his ex. Then there's a guy from the Zoo who wants to take the penguins away (which makes total sense, but he's made into a villain), and Popper must find a way to stop him, otherwise his family won't like him if he let's this happen (pretty shallow family).

Those expecting a faithful adaptation of the book are going to be horrified. This one isn't even based on the cliff notes, it's based off of the title only! Not one plot point is there from the original source. Now, that wouldn't bother me if the movie was good. But it's not. It's garbage! A big problem is the story structure. It's so generic, we've seen it many times before. In fact, it's pretty much like LIAR, LIAR, but with Penguins. The family scenes aren't established well, and Popper never becomes likable, but he never really becomes a character, thanks to Jim Carrey. Just like Eddie Murphy's IMAGINE THAT, all of the business stuff gets in the way of what could have been a touching family movie. Who cares if Popper makes his deal or not? Who cares if he tears down a restaurant for his business. There is too much time spent on this. They also try to give the penguins personalities by giving them names (Stinky, Captain, Lovey, Bitey, and... who cares), but you can never really tell them apart.

But is the movie funny? Not at all, really. If you think Penguins biting, dry humping, and pooping on people, then maybe you'll find it hilarious. But it's not. Speaking of pooping, there are way too many jokes of the bathroom variety. Sure, I laughed my ass off in DUMB & DUMBER when Jeff Daniels was shitting on the toilet, but seeing white crap coming out of a Penguin's butt numerous times throughout the film wasn't my idea of humor. In this movie, it's like they did it just to make the kids laugh. Jim Carrey also isn't very good in this, mainly because he's inconsistent. Sometimes he's very boring, as he just reacts to the penguins with uninspired facial expressions. And then sometimes he ad libs by doing dated humor (how many kids will know what he mean when he says, "Word!" like a rapper from 1992?). Even his "slow motion" schtick is tired here.

The supporting cast is not good, or should I say wasted. Carla Gugino is normally talented, but clueless here as Popper's ex. The extremely talented Madeline Carroll has nothing to do besides act like a Disney Channel teenager (and she's so much better than that. See FLIPPED and SWING VOTE for proof). Why would you have the talented Angela Lansbury and always reliable character actor Philip Baker Hall in your movie if you're going to give them empty characters to play? Clark Gregg is embarrassing as the "villain" trying to get the penguins to their proper environment. But the worst performance comes from David Krumholz as a noisy neighbor who wants to catch Popper doing something "eviction-worthy".

After stepping back and looking at everything, the story actually resembles one of those breezy live-action Disney films from the 60's and 70's, with the generic business plot and silly animals. But even though most of those films were insignificant, at least they were bright and colorful and had a bit of energy. This film just slogs through it's 94 minute run time. The best thing about this is that some of the penguin effects are pretty good. At times, I had a tough time making out what was practical and was was CG, so kudos goes to the effects team for blending those together fairly well.

There were maybe a couple of moments that some of the family bonding works and I liked the fact that the Penguins loved watching Charlie Chaplin (and it's always nice to see kids watching old silent films, since that rarely happens in real life). However, if you have kids, you should just rent some old Chaplin films and have a magical night at home, instead of seeing this drivel. The main reason why this film doesn't work is because of the tone, which was semi-realistic. This type of story needed to be told with lots of whimsy and a fairy tale attitude. But the attempts to modernize the tale date the movie even more. Even Carrey's hairstyle is stuck in 1997 (his looks are very out of touch with today, which would make sense if the film had a retro style, but it's trying to be modern)!

But will the kids like it? Hmmm. They might tolerate it. At my press screen full of kids, it was pretty quiet, except during the poop jokes. But there were alot of quiet spots, even during attempted humor. And if that doesn't convince you, check this out. After the screening, I asked my seven year old daughter what she thought, and she responded with: "It wasn't very good". And she likes everything! In fact, this was the first film she ever said that to. She did say that the penguins were cute, but that Jim Carrey wasn't very funny in this. And she knows he can be funny since I showed her DUMB & DUMBER the night before.

If you want to do you family a favor, avoid MR. POPPER'S PENGUINS and go see JUDY MOODY AND THE NOT BUMMER SUMMER instead. Would you rather see an uninspired comedy with poop jokes and forced family values, or would you rather see a movie that encourages imagination and is full of optimism? JUDY MOODY is the winner! Popper is just a pooper.

*1/2 (out of ****)

Friday, June 10, 2011


School is officially over, and summer is starting (though the summer movie season began per usual on the first weekend of May). Based on a popular series of children's books, JUDY MOODY AND THE NOT BUMMER SUMMER is one of two films about kids just getting out of school and ready for a summer of adventure. Though this one is clearly aimed at kids, while SUPER 8 is for a wider audience.

I'm not familiar with any of the books, nor has my 7 year old daughter read them yet, but we both went into our screening ready to be entertained. Judy Moody is a free-spirited third grader who comes up with a plan for having a "not bummer" summer. She comes up with a chart on how to get thrill points (like riding a scary rollercoaster, surfing, tightrope walking, etc). The person with the most points at the end of the summer wins. But then her two best friends end up going on vacation for the summer, and her parents unexpectedly have to leave to California leaving loopy Aunt Opal (Heather Graham) to take care of her and her pest of a brother, Stink. Judy's summer is potentially ruined. But of course, it ends up that Opal is super cool (even if she's a crazy dangerous driver) and Judy still has her good friend Frank around. With their help, she tries to rack up as many thrill points as possible.

Like other films about young girls (RAMONA & BEEZUS, and HARRIET THE SPY), this is made strictly for kids. Maybe even more than those other ones. To me it felt like it was actually written and directed by an 8 year old. And you know what? That's why it worked for me. The color scheme is extremely bright, using every color from (and not from) the rainbow in almost every shot. I love how this movie doesn't take place in the real world. It takes place in a stylized kids fantasy. Many characters have goofy hairstyles, outlandish costumes, and funky glasses. The acting is manic and over-the-top. The director chose to shoot much of the film from strange and obtuse angles giving it a tone that isn't real. All of this is done purposely to create a world where grown up stuff doesn't matter. No wars, no politics, no economy bullshit. In this world, kids just want to have fun. The end! It's that kind of innocence and playfulness that won me over.

The cast is pretty good. Newcomer Jordana Beatty makes a worthy lead as Judy. She's tough, smart, and knows who she is. Her Bigfoot obsessed little brother Stink is played by Parris Mosteller, and he's very good at playing that annoying brother (or cousin) many of us grew up with. Heather Graham is the flighty Aunt Opal. She's really into arts and crafts and I think it's great for kids to see a character like this. Jaleel White (Urkel from Family Matters) plays Judy's school teacher, and he has a fun playfulness to him.

The movie doesn't throw sophisticated jokes in to appeal to parents, this is for the kids. Adults who may find themselves bored have most likely lost their inner child. Most adults have. I have not, and was completely enchanted by it. The script is pretty episodic, but it fits with the story. We go from one scene to the next as Judy tries to get Thrill points. Some of the pay offs don't necessarily work (the rollercoaster puking scene should have been bigger), but the spirit of the film is always fun. I love the use of animated sequences to show Judy's imagination, and I got a kick out of when the kids go to a scary movie marathon, which the movie within-a-movie is a spoof of 50's B-horror films (look for Eric Stoltz in a quick cameo). I thought the final act, when they focus on finding bigfoot, lags for a moment or two, but then quickly comes back for a bright and sunny conclusion.

This film doesn't have the emotional impact like RAMONA or HARRIET did, but it's a fun, imaginative movie that is terrific for young kids. I think it encourages children to celebrate creativity. We don't get enough movies like this. It almost feels like a Robert Rodriguez kids film (like SHORTS), with it's endless energy and bold filmmaking. Don't listen to all of the other critics on this one (they're a bunch of old coots who have forgotten what it was like to be a kid), because in a summer of mostly duds so far, I would say that JUDY MOODY AND THE NOT BUMMER SUMMER is a joyous movie that embraces being immature.

*** (out of ****)

Review of SUPER 8

I haven't been as crazy about JJ Abrams as much as everyone else. I haven't watched his TV shows (cause I watch way too many films to invest time in Television), and I didn't think his reboot of STAR TREK was the greatest Sci-Fi film ever made like everyone else seems to think so. However, I do think he's a solid filmmaker, just not a great one. I gave both of his films (MISSION IMPOSSIBLE III and STAR TREK) a solid three stars. That's what I think of him. A solid three-star director, nothing more. With his third film, I was curious to see what kind of film he would come up with when he wasn't doing a sequel or a reboot.

An admitted and unapologetic homage to early Spielberg films, SUPER 8 takes place in 1979. I'll try to be as spoiler free as I can, but if you want to go into the movie knowing absolutely nothing, you may want to wait until you see the movie to read further. The story is fairly simple as it centers on a group of Junior High kids trying to make a zombie film for the Cleveland film festival. One night they sneak out to film at an abandoned train station. They see a train coming by and decide that it would add production value if they had the train going by in the background of the scene. But out of nowhere, a pickup truck pulls in front of the train and it derails. The kids barely survive the ordeal. Something escapes from the train and one of the kids finds a mysterious cube that vibrates once in awhile. The following morning, the small town of which the film takes place in is completely locked down. The military has taken over. The kids use this as an opportunity to make the film even better by using the military takeover as a backdrop for their remaining scenes. But, at night, mysterious things are happening. Dogs are disappearing and people have gone missing. Whatever escaped from the train and the kids' storyline mesh together in the second half. That's all I'll say about the plot.

What really makes this film work is the casting of the kids. They are all fantastic! The main kid is Joe Lamb (Joel Courtney in a stunning debut). His mom has passed away in a tragic factory accident. His dad (Kyle Chandler) is a local deputy and is too busy for his son, so he wants to send him to baseball camp, but Joe wants to help his best friend Charles (Riley Griffiths) finish his zombie movie, by doing makeup. Also in the mix is a beautiful pre-teen named Alice (Dakota Fanning's sister Elle) who everyone has a crush on. The kids convince her to act in the film. There is also Cary (Ryan Lee) who is obsessed with explosives, and Preston (Zach Mills) and Martin (Gabriel Basso) round up the characters. There are also some pretty heavy subplots that involve the relationship between Joe and his father, and Alice and her drunk father, who may have had something to do with the death of Joe's mother.

The story is simple, but the characters are rich and complex. The relationships the kids have with each other is entertainingly authentic. I can easily compare the interaction with the kids to THE GOONIES, by the way they talk over each other and swear freely at one another. It's this kind of energy that drives the movie. There is also something infectious about how they are dedicated to finish their film. It's very charming. The relationship between Joe and Alice is captivating as we see a bond develop. It definitely took me back to when I had a crush on the prettiest girl in Junior High, and how it felt to talk to her. JJ really captures that feeling.

And if that wasn't good enough, then he adds the monster movie element. There are some people who don't really care for the meshing of genres, but I love it! There are some very thrilling moments that recall Jurassic Park and Aliens (though not quite as intense as those) that are done very well, and the scenes work mostly because we care so much about the characters. In fact, there was a point in the movie where I was so involved with the characters that I completely forgot about the monster plot, and then when it was reintroduced, I was genuinely surprised. The last third is full of adventure set pieces laced with moments of humor (a scary scene involving puke had me on the edge of my seat as well as laughing out loud) and has a different pace than the rest of the picture, but it works extremely well. It really does have that kind of old school Spielberg feeling. I won't get into details of these scenes, but just know that the whole film is exhilarating.

Like I said, the cast is perfect. Joel Courtney is terrific in his first role and is easy to identify with. The heavyset Riley Griffiths is equally as good as the young filmmaker. Ryan Lee steals the show as the explosives nut, and the way they use his obsession in the plot is genius. Elle Fanning is at least as talented as her sister. She makes it easy for boys to fall in love with her, and has great dramatic range. The first scene in which she acts in the movie-within-the-movie, and how the boys react to that, is pure magic. The adults are pretty good too. Even though Kyle Chandler's looks scream "Television actor", he proves to be a great leading man as Joe's dad. There's a terrific scene when he takes charge of a situation that had me cheering. Ron Eldard may be the weakest link as Alice's drunk father, but that's because everyone else is so good. Noah Emmerich rounds out the adults as the head of military operations, giving an effective understated performance.

JJ Abrams is on his way to become a master craftsman, like his idol. He works with kids very well, he knows how to stage action and mayhem, and his characters are deep and have genuine emotion. There were only a few (very few) sloppy edits that keep this from being as good as a Spielberg film. Composer Michael Giacchino succeeds at emulating the great John Williams during many moments during the film, and that really helps give the film that nostalgic feeling. The special effects are also first rate, and only at 45 million dollars, SUPER 8 proves that you don't need to spend over 200 million to make a blockbuster.

I saw this with my daughter and the experience was absolutely magical. It was so cool to simultaneously laugh, jump, and cry while watching this film together. There are some people who have let the hype of this film get to them. Don't. Comparing this movie to JAWS, CLOSE ENCOUNTERS and E.T. before seeing the movie is only going to set yourself up for disappointment. Of course this movie isn't as good as those. But it's not trying to be. Instead, it's JJ Abrams' "thank you" to Steven Spielberg. It's like he said, "Thank you for making those movies while I was growing up. Now, here's what you inspired me to make". And it's a terrific ride that I can't wait to experience again.

***1/2 (out of ****)

Friday, June 3, 2011


I would call myself a superhero fan. I haven't read as many comics as the average comic book nerd, but I have a vague knowledge of the characters. Honestly, there's just too many comic books and alternate universes that it all seems so confusing... I don't know where to begin. So I just don't read the comics (though I do own a few). Most of what I know about the X-Men is from the awesome 90's cartoon. That was great, and still the best representation of the comic in my opinion. The movies, for me, have been underwhelming so far.

The first one had a sleek look, but it was way too short (around 90 min. sans credits) to introduce over a dozen characters. Hugh Jackman was awesome, but James Marsden as Cyclops? At least at that time, he wasn't right for the role and much too young. I also hated the black leather costumes, which was quite the popular trend at the time thanks to THE MATRIX. X2 was an improvement but still, Marsden wasn't any better and Halle Berry seemed to get worse as Storm (Angela Bassett was clearly the better choice, unfortunately she turned it down). X-Men 3 wasn't as bad as everyone said, but it wasn't good. They threw too many characters at us, and was too ambitious to be a focused film. And that Wolverine movie? Hugh Jackman was great as usual, but the writing, special effects and directing were bottom of the barrel.

X-MEN: FIRST CLASS is an attempt to reboot the franchise, and it does what the franchise should've done in the first place. It starts at the beginning. Just like the original 11 years ago, this one starts off in a Nazi concentration camp during WWII. A boy named Erik (Magneto) is being separated from his mother by soldiers, and his rage allows him to bend metal objects. But instead of jumping ahead 50 years, we stay back in the past. We see how an evil german doctor (Kevin Bacon) takes advantage of young Erik, trying to harness his power. He even kills the boy's mother in order to unleash his power. We also get to see 10 year old Charles (Prof. X) as he meets young Raven (later to become Mystique), and the two immediately bond when they discover that they're both mutants. And that's just the pre-title sequence!

The first act (taking place in 1962) consists of Erik (Michael Fassbender) tracking down the Nazi's responsible for his mother's death, all the while Charles (James McAvoy) meets a CIA operative named Moria (Rose Byrne) and decides to join her as she hunts down Sebastian Shaw (the ex-nazi played by Bacon), a mutant who plans to start WWIII. During a botched attempt to capture Shaw, Charles meets Erik and the two decide to work together. With the help of a tracking device made by Hank McKoy/Beast (Nicholas Hoult), they find other mutants to help them on their mission, including: Angel (Zoe Kravitz), Havoc (Lucas Till), Darwin (Edi Gathegi), and Banshee (Caleb Jones). This takes up most of the second act as the team begins to train. The last act, of course, is the finale that cleverly uses the Cuban Missile Crisis as the backdrop for the battle.

There is alot going on here. This film is extremely ambitious, especially for being only 131 min. While there are quite a few things to nitpick about, there are also several things that the film gets right. Let's talk about the casting: First and foremost, is Michael Fassbender. He is absolutely captivating as Erik. He's got a dark character to grapple with, and relishes every minute. It's a cool and confident performance, that anchors the whole production down. My favorite scene is in the first act, when he finds two Nazi's in Argentina, and viciously disposes of them. One of the most bad ass scenes ever in a superhero film! James McAvoy is also perfectly cast as Charles. It's nice to see him trying to pick up ladies while he slams beers. He's a perfect Yin to Fassbender's Yang. Coming hot off of her recent Oscar nomination (Winter's bone), Jennifer Lawrence proves to be one of the best actors of her generation. Her Raven is a terrific portrayal of a young girl struggling with accepting her powers. She nails it. And, I must say, is one of the hottest things to hit the screen in years. I like how she's not super skinny. Curvy in all the right places. YES! Let's just hope she doesn't fall into the Reese Witherspoon trap and looses 40 pounds when she gets older. Reese, what happened? You used to be hot? Now I can cut class with your chin!

The supporting cast is a bit of a mixed bag, but I will talk about the people I liked first. Hoult is decent as the uptight Hank, and is approprately cheesy when he turns into Beast. Rose Byrne is solid as usual (and she gets to walk around in sexy lingerie too), but she disappears during most of the second half. Some scenes suggest that she had more screen time but may have been cut. Kevin Bacon is having a grand old time as a Bond-like villain. His early scenes when he's speaking German were surprisingly convincing (glad the film used subtitles), and his "over the top" stuff later is fun. The movie is also loaded with some of my favorite character actors. Oliver Platt is very amusing as a CIA agent, James Remar and Ray Wise play Government officials, and it's always a pleasure to see Michael Ironside in any theatrical film. There is also a hilarious cameo that contains one of the best uses of the F-word ever in a PG13 movie.

The tone is nearly perfect here. It feels more like a retro spy movie than a superhero flick (especially in the first half). It also has something that most hero films lack, sex appeal. This movie is oozing with sexuality and tension that's refreshing. It definitely gives the movie an extra edge. Matthew Vaughn still proves that he's a terrific and entertaining filmmaker, while still retaining a distinct style. The action scenes are handled with confident precision and have a great energy to them. I have liked all of his films so far (LAYER CAKE, STARDUST, KICK-ASS), and can't wait to see what he'll tackle next. I love the production design and clever photography, mixed with some unique editing (great transitions and use of splitscreen).The score by relative newcomer Henry Jackman is pretty damn good. I loved the use of 60's baritone guitars, and the corny theme brought in at the finale made me smile.

There are a number of minor problems that keep the movie from becoming a masterpiece. Even though I liked Kevin Bacon, his mutant henchman came across a little too dumb for me. Azazel (Jason Flemying) is fine, but severely underdeveloped. Riptide, however, is just stupid. Played by Alex Gonzalez, he just broodingly smirks in every scene as he makes hurricanes in his palm. Kinda lame. January Jones as Emma Frost is just not very good. She looks fine (though I think she looks too manufactured and plastic looking for me to find attractive), but her line delivery is stiff and stilted. Thankfully, she's not in it a whole lot. Banshee and Havoc are fine, but I didn't buy their modern emo hairstyles in 1962. They got the production design right, would it have killed them to get the hair right? The worst performance belongs to Zoe Kravitz, who displays no charisma at all during any of her scenes. She's pretty flat.

The script isn't awful, but there are things from keeping it great. There was one phrase repeated throughout the film that made me cringe. "Mutant, and proud!" I love cheesiness, but I don't think I was supposed to snicker every time someone said that. I also wish the movie was about a half hour longer. There are only one or two scenes with Charles and Erik discussing the fate of mutants. We needed more interaction between them so when things happen in future scenes, they would have more impact. Some other characters seemed to get shoved in the corner later in the film, and I think if it was longer, the audience would have a better understanding of everyone.

With that said, this film handles multiple characters better than any other X-Men film. I was thoroughly entertained throughout. The stuff that works REALLY WORKS, and diminishes the things that don't. I'm sure many hardcore Comic Book fans will have their own gripes about how they handled certain characters, and who they didn't include, and blah blah blah. Here's something you fanboys should know: It is virtually impossible to make a superhero film like a comic book. It won't happen! So stop it! There's just too much source material, and it can't all be used. The best thing a filmmaker can do is take the cliff notes of the source material, and capture the essence of the comic book in the movie. And Matthew Vaughn does a fine job of that here.

I really wasn't expecting much from this since I didn't like the others, and I;m happy to say that I was pleasantly surprised by the result. I've seen it twice now (once at a press screening and once with my daughter), and enjoyed it both times. It's not a perfect film, but a great movie to see during the hot summer with a big bucket of popcorn. In a mostly disappointing summer at the movies so far (I didn't even care for THOR), X-MEN: FIRST CLASS delivers.

*** (out of ****)