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Charles and Erik lead these mutants in an epic battle against Sebastian Shaw, a powerful mutant who can absorb energy and re-channel it into superhuman strength. Shaw moves among the shadows with a secret agenda that threatens the entire planet: he will stop at nothing to start a war, and if he succeeds, mankind is doomed. X-MEN: FIRST CLASS imagines Shaw to be the puppet master behind the Cuban missile crisis. In Cuba, the Soviet Union was beginning to install intermediate range missiles, capable of carrying nuclear payloads to the United States, which demanded that these installations be dismantled immediately. The ensuing face-off between the two superpowers took the world to the edge of extinction. "Shaw's plan,” says Kevin Bacon, who takes on the role, "is to escalate the Cuban missile crisis, to get Russian ships and submarines into the Bay of Pigs, and have the Americans and Russians fire at each other – triggering a nuclear war that will eradicate humanity and allow mutants to take over the world. It's a fantastic plot device. It was an incredibly tense moment in world history, and to suggest that it was Shaw's idea is a very cool way to set up the X-Men world during this era.

"Shaw is an extremely powerful man and essentially a sociopath,” Bacon continues. "But he sincerely believes that he is trying to create a better world, without humans, run and populated entirely by mutants. Conventional morality does not apply to Shaw. In his mind he believes that mutants and humans will never be able to live together, so it is survival of the fittest, and Shaw is determined to protect the mutant race. He is driven by his firm belief that he thinks he is the right leader for the new world.”

Shaw's right-hand…mutant…and romantic interest is Emma Frost, long celebrated as the sexiest woman in comic book lore, ahead of other femmes fatales like Catwoman and Elektra. Portraying Emma, a telepath with diamond-like, indestructible skin is January Jones. Jones embraced playing an iconic character as a chance to break out of the ‘60s world of the acclaimed television series "Mad Men,” in which she stars as Betty Draper. To say Jones was surprised when she read the X-MEN: FIRST CLASS script – set, of course, during the same period as the acclaimed series – would be an understatement. "Oh, god, you must be kidding me!” she remembers herself exclaiming. But Jones quickly realized that Emma was a far cry from Betty. "I am really excited about being part of this incredible world of X-Men,” she says. "It is something very new for me to combine all the physical challenges the role offers, as well as the dramatic aspects. Emma is technically a villain, but I think her motives are genuine and from the heart. She thinks she is doing what is best for her race and will do whatever it takes to keep mutants alive and form a stronger species.”

The fact that the comics' incarnation of Emma features impressive cleavage – and little else – didn't faze Jones, who was delighted to wear the outfits costume designer Sammy Sheldon created for her. "In the comics, Emma's clothing seems like it's painted on,” says Jones with a laugh, "but Sammy has done an amazing job making the costumes true to character but also something I can move around in.” Adds Sheldon: "We wanted to give Emma a period ‘coolness,' and at various times she wears a bikini, a funky cape, a cat suit, crystal underwear, and thigh-length boots that attach to her clothing.”

Joining Shaw and Emma as part of Shaw's Hellfire Club are: Azazel (Jason Flemyng), a demonic figure who can teleport by opening a portal into another dimension; Angel (Zoe Kravitz), who possesses a stunning tattoo of insect-like wings, which become actual wings growing from her back, giving her the gift of flight; and Riptide (Alex Gonzalez), who creates powerful whirlwinds that can uproot even the most formidable of foes.

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