"X-Men: First Class" proves that good storytelling and complex characters, not clumsy 3D effects, are what make a movie great.

Director Matthew Vaughn ("Kick-Ass") and his writers, including Bryan Singer, director of the first two X-Men movies, were handed a huge task for this movie. The previous two installments made decent money thanks to the strength of the X-Men brand, but they were not good movies.

The franchise was clearly waning, which created a genuine crisis for 20th Century Fox studios. As I wrote in my "Thor" review, Marvel Entertainment and Paramount Pictures have begun a massive rollout of Marvel properties (Iron Man, Captain America, and the other Avengers).

If the X-Men franchise were to die, Fox would be the undisputed loser in the comic book movie battle, which is a significant portion of the box office these days. Not only does Paramount have the other Marvel properties, but Warner Brothers has Batman, Superman, and the other DC Comics characters.

Fox desperately needed a superhero directing effort, and they got it from Vaughn. While the dialogue is sometimes heavy-handed and the romantic subplots don't click, "X-Men: First Class" tells one of the best stories of any superhero movie, even rivaling "The Dark Knight." It covers an incredible amount of X-Men history and incorporates a galaxy of characters, yet never gets bogged down or confusing and is by turns thrilling and deeply moving.

We begin in a Nazi concentration camp in World War II Poland. A young Jewish boy is ripped from his mother's arms, and as he screams and reaches for her, he bends the iron gates of the camp telekinetically. A senior officer takes notice and orders the boy to demonstrate his power. When he can't, the officer kills his mother. The boy's rage unleashes his magnetic powers, allowing him to control anything metal.

We have just met Erik Lehnsherr, who will grow up to become Magneto (Michael Fassbender), and his arch nemesis. The Nazi officer is actually Sebastian Shaw (Kevin Bacon), who also has superpowers and plans to assemble a team of evil mutants and destroy mankind.

Meanwhile, a boy with telepathic powers, Charles Xavier, is growing up in the posh surroundings of Westchester County, New York. He catches a thief in his kitchen one night, a young girl named Raven who has blue skin and red hair and can assume the appearance of any other person. The two grow up together as siblings, but there is also a latent attraction that complicates their relationship.

Charles (James McAvoy) will eventually write a graduate thesis about genetic mutation, which catches the attention of CIA agent Moira MacTaggert (Rose Byrne). The CIA has been chasing Sebastian Shaw, and one night Moira witnesses the abilities of Shaw's mutant henchmen, Emma Frost (January Jones), Azazel (Jason Flemyng), and Riptide (Alex Gonzalez).

Charles and Raven, soon to be known as Mystique (Jennifer Lawrence), begin assisting the CIA, which sets them on a course to meet Erik/Magneto. Erik has one by one hunted down other Nazis who will lead him to Shaw, whom he plans to kill.

Set in the 1960s against the backdrop of the civil rights movement and the Cuban Missile Crisis, Charles and Erik bond as best friends while training a small group of young mutants.

This becomes the seed of Charles' X-Men team, but it also sets the stage for the rift between Charles and Erik, the complex opposition around which the entire X-Men universe revolves.

Erik distrusts and takes a militant attitude toward humans and their prejudices, while Charles peacefully encourages tolerance and understanding, conflicting ideologies that will force them to clash.

Believe it or not, there is even more to the story than this, yet Vaughn molds it all into a cohesive, riveting story.

It's a major achievement of directing, writing and acting, and we get to see it without the distraction of clumsy 3D. "X-Men: First Class" might be this summer's best blockbuster.

Jeff Marker is a media studies professor at Gainesville State College.