With filming still in progress, Matthew Vaughn’s X-Men: First Class is closing towards its June 3rd release date. X-Men fans are looking to Vaughn to get the series back on track after the disappointing X-Men: The Last Stand and the rather strange X-Men Origins: Wolverine. The new film is a prequel that will take place in the 60s and tell the story of how friends Charles Xavier (James McAvoy) and Magneto (Michael Fassbender) became enemies.

20th Century Fox has now released a new trailer for the upcoming ‘X-Men: First Class’ film. With the story of the Professor X and Magneto back in 1960s were two young men discovering their powers for the first time? This is before they became archenemies, and they were the closest of friends, working together with other Mutants (some familiar, some new) to stop the greatest threat of their time. In the process, a rift between them opened, which began the eternal war between Magneto’s Brotherhood and Professor X’s X-MEN.

The Trailer Patrick Stewart and Ian McKellen voice over the opening lines about destiny and which side will you stand for as scenes of each in their previous X-Men movie roles flash until the entire screen flashes from white to black. So Here it is:

"- The trailer opens with the 20th Century Fox logo which pans up as the two spotlight beams cross and form a white "X" on the left of the screen. A white circle goes around the "X" forming the X-Men logo, as Magneto's helmet comes up on the right.

- Patrick Stewart and Ian McKellen voice over the opening lines about destiny and which side will you stand for as scenes of each in their previous X-Men movie roles flash until the entire screen flashes from white to black.

- A very young Xavier and Erik meet for the first time, followed by a different angle of the scene from the opening of X-Men in the concentration camp.

- Camera pans outside of an old castle-style building that greatly resembles the X-mansion. McAvoy and Fassbender are seen walking through the halls. The words "One wanted peace" flash by Xavier.

- Scene transitions to Erik yelling dramatically as metal tables in the room begin to float around him. Xavier and Mags shake hands with a tall man in a lab coat introduced as Dr. McCoy.

- The words "The other was too far gone" flash as a very pissed off Erik storms through a hallway killing guards as he passes them.

- Cut scene to what appears to be a red Nightcrawler with swords taking out a room full of people; the close up reveals Azazel's face.

- The Hellfire Club stand next to Xavier on a bed as Emma goes into diamond form. Oliver Platt and Kevin Bacon were next to Emma in black aristocratic clothes, with Emma wearing the exact same outfit from the Wolverine and the X-Men cartoon.

- Mystigue on a bed with her skin turning black; Beast is shown transforming, with his feet growing and toes webbing and fur growing.

- Havok shoots a red beam of energy -- looks almost exactly like cyclops's eye beam, but larger -- from his chest (SIDE NOTE: Havok's powers in comics have always had a blue energy, this change may be to relate his character to Cyclops).

- It then shows Beast all blue and furry (looking almost exactly like Kelsey Grammer in make-up) in the pilot seat of a crashing jet, followed by several rockets flying towards an island.

- Xavier's face goes all CGI and his head begins to go bald as he mentally pulls a large ship that was sinking out of the water, as well as some smaller boats around it (seems to allude to Xavier have telekinesis).

- Back to Xavier (with hair) telling Erik he only wanted peace for him, and he replies there was never a chance for anyone to have that.

- Final scene: Erik picks up a black helmet, then he is shown from behind wearing a black and red suit (no cape or coat though) and the helmet. Screen cuts to black and the X-Men: First Class logo shows up (the one described above), then the release date.

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