Prequel to the popular sci-fi series, tracing the origins of the X-Men: In 1963 a man (James McAvoy) with extraordinary mental powers starts a school for young men and women who also have superhuman abilities. His best friend (Michael Fassbender), who can manipulate metal with his mind, soon becomes his nemesis. Also with Kevin Bacon, Rose Byrne, Jennifer Lawrence, Morgan Lily, Oliver Platt, January Jones and Jason Flemyng. Directed by Matthew Vaughn. [2:12]

SEX/NUDITY 5 - A man giggles and appears to be fondling a woman (she's wearing a cleavage-exposing bra and underwear) that's straddling him, facing forward while sitting on his lap; when two other men walk into the room and interrupt him, we see that the woman wearing the bra and underwear was an illusion and she is actually sitting on a chair.
► A young woman is seen in a man's bed and it is suggested she is interested in sex (we see her bare shoulders and it's implied that she is nude under the sheets); the man dismisses her saying he wants some sleep (it is implied that nothing sexual happens).
► A young woman is seen wearing no clothing: her skin is tinted blue and the shape of her breasts is evident but obscured by scales. A woman observes two other women wearing bras and short skirts with visible cleavage, makes a remark to a man that she is going to "use" something and unzips her dress; we later see her in a bra and underwear. Throughout the movie we see a woman wearing very form-fitting outfits, including a short dress which is low-cut and exposes cleavage and a tight pants suit which is low-cut and exposes cleavage; also a bra and underwear. We see a brief flash of a woman's underwear as she is running and her dress lifts slightly in the front.
► We see women wearing bras and short skirts while dancing on tables in a strip club and two men approach a woman about a "private dance;" we see them almost reclined on a bed, one of the men makes a joke ("We'll show you ours if you show us yours"), and the woman unsnaps her bra revealing her bare back and loose-hanging bra covering her cleavage as she sprouts butterfly wings and flies above the men.
► Several women are seen being lead into a room, they are wearing various revealing outfits, including cleavage revealing bras, bare torso revealing bras and underwear, negligees, short skirts with cleavage-exposing bras and short, form-fitting dresses; it is implied the women will be performing erotic dances for men, who make cat calls, and we see some of the women taking men into a private room and pulling the curtains closed.
► A man and a woman kiss. A young woman and a young man are about to kiss when a man interrupts them. A young woman wearing a robe (no nudity is visible) asks a man if he would date her, he agrees that he would but did not think of her in "that way" and we then see the young woman cuddle next to the man, laying her head on his shoulder. A young woman sits on the lap of a young man.
► A man makes a joking pass at a woman and says that she will find out something "...in the morning" and a young woman interrupts them. A young woman makes a joke about the size of a man's genitals. A woman makes a remark that she would rather do exotic dancing for a living, she removes her jacket revealing her back-exposing dress and a young man whistles. A young man jokes that his outfit is "sexy."

VIOLENCE/GORE 7 - A man uses a mental power to slowly force a coin through another man's forehead: we see it entering his forehead and leaving the back of his head covered in blood, and we later see the man using mental powers to lift the man's corpse, levitating it above a group of people and dropping it to the ground (we see a trickle of blood coming from the wound on his forehead).
► A man grabs a knife from another man's hand and uses it to stab the man's hand to a table while two other men watch and another man approaches with a gun drawn: the man holding the knife uses a mental power to force the gun from the other man's hand, point it at the man at the table and shoot it; he then uses his power to send the knife through the air, stabbing the man in the stomach twice (we hear the sound of slicing tissue but no blood is visible), in the hand once again, and shoots a man in the chest (no blood is seen).
► A man appears and disappears and begins to stab men that attempt to shoot him: they miss and he drops many men to the ground, stabbing them as well as lifting them high into the air, dropping their bodies and throwing two men through a glass window (no blood is visible, but a group of young men and women watch in horror).
► A man attempts to grab a woman, another man touches his mouth and a small ball of fire enters the man's mouth from his fingertips; we see the man's body morph into ash and then fire as a young man watches him die (we later hear that the man died).
► A man holds a boy at gunpoint, then points his gun at a woman (the boy's mother), her arms held back by two other men, and the man shoots the woman, who falls to the ground (no blood is visible).
► During a series of long fights, we see a young man flying through the air while being attacked by a man that disappears and reappears in mid-air, and a woman with butterfly wings spits fireballs at men standing on the deck of a boat and at a young man flying through the air, hitting his costume and causing him to almost drop a young man he is carrying; a man lifts other men into the air and then drops them onto the deck of a boat and into the water from a great distance, a man uses knives and swords to stab men and slice a man's throat (no blood is visible) and a man touches multiple men causing them to disappear instantly in a puff of smoke and fire.
► A man fires a gun at a second man, who deflects the bullets and then lifts the gunman up by the neck and drops his limp body to the side as he is surrounded by guards with machine guns; the machine guns are fired at the man, the bullets hit him but we see no wounds, he then lifts his hand and using a mental power throws a ball of flame through the group of guards, ripping apart the building and balcony were they stand (we see the outline of two men falling into the ball of fire).
► A man uses a mental power to pull barbed wire from a fence and wrap it around several men; the men are slammed to the ground and dragged (we later see a man approach them and they appear to be dying).
► A woman fires a gun at a man, and the man uses mental powers to deflect the bullets, causing one of the bullets to hit a bystander that falls to the ground and it is implied the man is paralyzed from the gunshot. We hear gunshots and the sound of a man shouting, and then a thud of what is implied to be him hitting the ground.
► A man experiences a flashback of a woman being shot and falling to the ground and flashes of the man as a young boy being held down on a gurney with medical instruments stuck to his head.
► A man holds a gun to another man's forehead during a training session, the man begs for him to fire the gun since he will deflect the bullet and be unharmed, but the man drops the gun, saying he cannot shoot someone point-blank.
► A man uses mental powers to suck up a tunnel of water and pull on an airplane until one of its wings snaps and a man standing on the wheel-well of the airplane almost falls from the sky; the airplane, driven by a beast-man and containing several passengers, begins to flip through the air, and we see the passengers sliding around and smashing into one another as it lands on a beach upside down (one passenger smacks her head on the roof of the airplane when she unsnaps her seatbelt and falls on her head and the pilot is seen with a cut on his face).
► Boats fire missiles at an island where several people are standing, and a man uses mental powers to slow the missiles which hang in the air and then controlled by a man's mind turn to face the boats; the man is distracted when another man tackles him and some of the missiles explode harmlessly in the air while other missiles continue toward the boat until the man is interrupted again and the missiles detonate in mid-air (the boats and passengers are unharmed). A man uses a mental power to flip over two boats approaching a large cruise ship; we see the outline of men being thrown from the boats. A man uses mental powers to send an anchor flying through the air and crashing through the deck of a boat; the anchor narrowly misses a man and a woman and they escape unharmed.
► A man picks up other men and carries them into the air, and then drops them to the ground from great heights; we see one of the men dropped in front of several young men and women and his body landing on the ground with a crunch.
► A woman leaps toward two men, one of the men uses a mental power to throw the woman against a bed, then uses a mental power to twist the bed frame around her wrists and neck and she is about to choke when the man loosens his mental grip. A man summons wind power and uses it to pick up a man and slam him into a wall; he falls to the ground with a thud and is later seen unharmed.
► A boy screams and uses a mental power to crumple the helmets on two soldier's heads; they scream in pain and grab at their heads until they fall to the ground. A man lifts a woman up using a mental power, she begins to choke and the man drops her unharmed moments later.
► A man uses a mental power to throw two men to the ground, punching one of them, and then uses a mental power to pull the bullets from the guns of two guards, slam the two men together and knock them to the ground.
► A man punches another man, who deflects the punch and using a finger flicks the man, sending him crashing against a wall; he then lifts him up and smashes him against another wall, pins him against the wall using a large metal bar (we see small bloody abrasions on his face), and the man is able to free himself just as the other man appears about to stab him.
► A man throws a knife at a second man, and the knife is grabbed by a woman moments before it hits the man; the woman kicks the first man in the chest, knocking him off the side of a boat and into the water unharmed.
► A man sticks himself with a syringe (no blood is visible and the syringe entering his flesh is slightly obscured) and he shouts in horror as his body transforms. A man screams in pain as a woman uses a mental power to bring him to his knees. A man winces in pain as he hears a high-pitched sound coming from a young man.
► A man grabs a young man's arm and shoves him away angrily. A man taps a beast-man's arm, and the beast-man grabs the man by the neck, choking him until another man shouts at him to drop him; he is unharmed as he hits the ground with a thud.
► A man uses a mental power to control another man's arms, making him hit himself in the face; he then shoves the man lightly on the chest and using mental powers forces the man's mouth open and closed repeatedly and pulls a filling from the man's mouth without touching him (the man winces in pain as the other man leaves, threatening his life). A man uses mental powers to pop a bullet out of a man's gunshot wound (no blood or wound is visible).
► A boy uses a mental power to smash a glass window, lifts up a gurney and a variety of surgical equipment in a room and spins it around, smashing it to the ground and into the walls as a man watches.
► A man pulls the pin from a grenade as he stands in front of two other men and a woman; he contains the explosion within his hands and then touches one of the men and we see a fireball knock the man backward and off a boat. Men approach the rubble of a building; we see smoke coming from the background as three young men and a young woman sit unharmed outside. Sailors on boats prepare to fire missiles as men instruct them: we first see them readying the missile to fire at each other's boats and then see them aimed at an island where several people are standing.
► We see several men, women and children being lead into cages at gunpoint, guards shove a man and a woman away from a boy, he reaches out for the woman as she is shoved into the cage, and we see the metal of the cage bending; two guards hold the boy back, he screams and a third guard smashes the boy on the head with the butt of a gun (he falls to the ground and we later see the boy unharmed). A boy uses a mental power to collapse a metal filing cabinet as a man watches in shock. A man uses a mental power to send a coin flying through the air and into the forehead of the drawing of a man.
► A man implies to a boy that he will be medically tortured, pointing to a room with a gurney and surgical equipment. A man tells another man, using telepathy, that he will drown and die if he does not surface in water; the man surfaces unharmed and shoves the man away using a mental power.
► During a practice session, several young men and young women display their mutant powers: a young man whistles and the sound breaks glass, a young woman spits a fireball that lands on a statue's head, a young man uses a force to slice a statue in half, and a young man hits another man on the shoulders and back with a metal rod (the man is unharmed). A young man uses a force to have lasers cut and explode mannequins, and we later see the room the young man is standing in on fire (a man puts out the fire with a fire extinguisher). A young man and a man stand next to a mannequin and instruct another man to explode it using an unseen force, the mannequin catches on fire and the two men are unharmed.
► Several men draw their guns as a man approaches the back of the truck where they are hiding; the man makes them disappear. A boy holds a baseball bat over his head, about to swing it and he drops it to his side when he sees a woman (she's his mother).
► A young woman jokes that a young man is "out for her blood" when he asks to take a blood sample; we see him holding a syringe. A man shouts and clenches his jaw while wearing a helmet to transmit brain waves. We see a young man in a prison cell and a prison guard tells two men that the young man prefers being in solitary confinement.
► A man tells another man that a brick of gold was "blood money," had been melted down from other people's possessions, as well as their teeth. A man tells another man that he is going to kill a man. A man warns another man that killing a person will not change his life. On multiple occasions we hear men discussing how a group of people will be "rounded up" and possibly killed. A man tells another man that he fears for their lives since a group of people will kill them. A man uses telepathy to read another man's mind and discovers that a man is planning to kill him and group of people. A boy tells a girl that she no longer has to steal food to survive. A man jokes to several other people that they must wear suits if they do not want to have their bones "brittled by G-force."
► On multiple occasions we hear about an impending "World War 3" or nuclear war, which would occur if and when Russia and the USA would equip nuclear missiles; we see meetings of men discussing arming missiles, and a man instructs another man to arm missiles despite the man's declaration that it will cause a world war. On multiple occasions we see men, women and young men and women watching television and we hear reporters announcing that the arming of missiles will lead to military action. We see the headline of a newspaper reporting that missiles are aimed at a country. We see imagery of mushroom clouds and missiles being detonated.
► A young man jumps out of a window and lands on the ground; he is later seen unharmed. A man shoves a young man off the top of a satellite; he begins to fall and then flies away unharmed.
► A young woman spits toothpaste into a sink.

LANGUAGE 5 - At least 1 F-word, 4 sexual references, 2 anatomical terms, 8 mild obscenities, name-calling (adorable lab rat, stupid, pathetic, mutant, deformed, freak, Frankenstein's monster, ridiculous, old fart, crackpot, sparkling dames, mutant men, laughing stock, ruthless, naïve, arrogant, Neanderthal, a man jokes that he "did not know the circus was in town" in reference to a several young men and women), exclamations (bloody, son of a), 3 religious profanities, 10 religious exclamations.

SUBSTANCE USE - A man asks a woman if she was smoking "those funny cigarettes," and a man makes vague references to his drink being drugged when he believes he is hallucinating. Throughout the movie we see men and women drinking cocktails, beer and champagne, men discuss a man preferring champagne, and a man instructs a woman to put ice in his cocktail. Two men are seen smoking cigars on two different occasions.

DISCUSSION TOPICS - Mental powers, mutations, discrimination, concentration camps, the Holocaust, Nazism, antisemitism, being excluded because you are different, revenge, hiding one's personal traits, mutations, genetic mutations, CIA, Bay of Pigs, KGB, dishonesty, rage, hatred, acceptance.

MESSAGE - Extraordinary powers combined with hatred can corrupt. People must band together for a greater cause.