In 1962, the United States government enlists the help of Mutants with superhuman abilities to stop a malicious dictator who is determined to start World War III.

Erik Lehnsherr: Excuse me, I'm Erik Lehnsherr.
Professor Charles Xavier: Charles Xavier.
Logan: Go fuck yourself.
Professor Charles Xavier: You know, I believe that true focus lies somewhere between rage and serenity. Would you mind if I...
[Charles makes a gesture to request permission to read Erik's mind]
Erik Lehnsherr: [Erik signals approval and while Charles reads Erik minds. We see moments of Erik's childhood with his mother] What did you just do to me?
[Both Erik and Charles cries]
Professor Charles Xavier: I accessed the brightest corner of your memory system. It's a very beautiful memory, Erik. Thank you.
Erik Lehnsherr: I didn't know I still had that.
Professor Charles Xavier: There is so much more to you than you know. Not just pain and anger. There is good, too. I felt it. When you can access all of that, you will possess a power no one can match. Not even me.
Hank McCoy: Are you sure we can't shave your head?
Professor Charles Xavier: Don't touch my hair.
Professor Charles Xavier: Shaw's declared war on mankind on all of us, he has to be stopped.
Erik Lehnsherr: I am not gonna stop Shaw, I am gonna kill him. Do you have it in you to allow that?
[Erik pauses while Charles shifts in his chair uneasy]
Erik Lehnsherr: You known all along why I was here Charles, but things have changed. What started as a covert of mission, tomorrow mankind will know mutants exist. Shaw, us, they won't differentiate. They'll fear us. And that fear will turn to hatred.
Professor Charles Xavier: Not if we stop a war, not if we can prevent Shaw, not if we risk our lives doing so.
Erik Lehnsherr: Would they do the same for us?
Professor Charles Xavier: We have it in us to be the better man.
Erik Lehnsherr: We already are! We are the next stage of human evolution, you said it yourself...
Professor Charles Xavier: [cuts in] No, no...
Erik Lehnsherr: Are you really so naive as to think that they won't battle their own extinction? Or is it arrogance?
Professor Charles Xavier: [looks at Erik in disagreement] I am sorry.
Erik Lehnsherr: After tomorrow, they are gonna turn on us. But you are blinded because you believe they are all like Moira.
Professor Charles Xavier: And you believe they are all like Shaw.
[leans forward]
Professor Charles Xavier: Listen to me very carefully, my friend: killing Shaw will not bring you peace.
Erik Lehnsherr: Peace was never an option.
Sean Cassidy: You truly believe I'll fly this time?
Professor Charles Xavier: Unreservedly.
Sean Cassidy: I trust you.
Professor Charles Xavier: I'm touched.
Sean Cassidy: [pointing at Hank] I don't trust him.
Professor Charles Xavier: [to Hank] Say nothing.
Sean Cassidy: I'm gonna die!
Professor Charles Xavier: Alright. Look, we're not gonna make you do anything without...
Erik Lehnsherr: Here, let me help you.
[pushes Sean off the antenna]
Professor Charles Xavier: Erik!
Erik Lehnsherr: What? You know you were thinking the same.
Raven Darkholme: We have to call him, Havok. That's his name now. And we were thinking...
[points to Charles]
Raven Darkholme: should be Professor X...
[points to Erik]
Raven Darkholme: ...and you should be Magneto.
Erik Lehnsherr: Exceptional.
[a deflected bullet fired by Moira towards Erik hits Charles]
Erik Lehnsherr: [to Charles] I am so sorry.
Erik Lehnsherr: [Erik looks at Moira] YOU! You did this!
[Erik begins to strangle Moria with her necklace. Raven, Hank, Alex, and Sean walks toward Erik in order to stop him]
Erik Lehnsherr: I SAID BACK OFF!
[Erik throws Hank, Alex, and Sean into the air leaving Raven on the ground]
Professor Charles Xavier: Wait, please. She didn't do this, Erik. You did.
[Erik releases Moira]
Erik Lehnsherr: [Erik speaks apologetically towards Charles] Us turning on each other, it's what they want. I tired to warn you, Charles. I want you by my side. We're brothers, you and I. All of together, protecting each other. We want the same thing.
Professor Charles Xavier: My friend. I'm sorry, but we do not.
[Magneto halts the missile barrage and directs it upon the fleet]
Professor Charles Xavier: Erik, you said yourself we're the better men. This is the time to prove it. There are thousands of men on those ships. Good, honest, innocent men! They're just following orders.
Erik Lehnsherr: I've been at the mercy of men just following orders. Never again.
[last lines]
Erik Lehnsherr: I know we've had our differences.
Emma Frost: Where's your telepath friend?
Erik Lehnsherr: Gone. Left a bit of a gap in my life, if I'm to be honest. I was rather hoping you would fill it. Join us.
Emma Frost: Erik, I believe.
Erik Lehnsherr: I prefer Magneto.
Professor Charles Xavier: Heterochromia was in reference to your eyes which I have to say are stunning. One green, one blue. It's a mutation. It's a very groovy mutation. I've got news for you, Amy. You are a mutant.
Co-Ed: First you proposition a girl, then you call her deformed. How is that seduction technique working for you?
Professor Charles Xavier: I'll tell you in the morning. No, seriously, you mustn't knock it. Mutation took us from single-celled organisms to being the dominant form of reproductive life on this planet. Infinite forms of variation with each generation, all through mutation.
Co-Ed: Then let's reclaim that word. Mutant and proud.
Alex Summers: [to Hank] Even I got to admit you look pretty bad-ass. I think I got a new name for you: Beast.
[Hank growls]
Hank McCoy: Am I still a bozo?
Alex Summers: Yes, Hank, you're still a bozo. But nice job.
Raven Darkholme: [in her mutant form naked] You know sometimes I wonder what my life would've been like if you haven't found me here that night.
Professor Charles Xavier: Sorry what, you...
[Charles looks up from the fridge and saw her]
Professor Charles Xavier: Yaah! God's sake Raven. Where are your clothes? Pu... put... put some clothes on.
[tries not to look at her directly]
Raven Darkholme: That's not what you said when you first saw me. But I guess pets are always cuter when they are little, right?
Professor Charles Xavier: Raven, I don't know what's gotten into you lately. I swear you've been in a good mood. Hank, he tells me that he has found the answer to your cosmetic
[slight pause]
Professor Charles Xavier: problem. You gonna tell me what's the matter or I have to read your mind.
Raven Darkholme: You promised me you would never do that.
Professor Charles Xavier: Until recently, I never had to use my powers to know what you were thinking Raven.
Raven Darkholme: You know Charles, I use to think it's gonna be you and me against the world. But no matter how BAD the world gets, you don't wanna be against it do you? You want to be part of it.
[Raven stands up and leaves angrily]
Raven Darkholme: [In mutant form] Would you date me?
Professor Charles Xavier: [Looking down and concentrating on writing] Of course I would. Any young man would be lucky to have you. You are stunning.
Raven Darkholme: Looking like this?
Professor Charles Xavier: Like... What?
[Looks up]
Professor Charles Xavier: Blue?
[Thinks about the question]
Professor Charles Xavier: You are my oldest friend.
Raven Darkholme: I am your only friend.
Professor Charles Xavier: [laughs] Thank you for that.
Raven Darkholme: Well?
Professor Charles Xavier: I am incapable of thinking of you that way. I feel responsible for you. Anything else would just feel wrong.
Raven Darkholme: But what if you didn't know me?
Professor Charles Xavier: Unfortunately, I do know you. God, I don't know what's gotten into you lately. You're awfully concerned with your looks.
Erik Lehnsherr: What brings you to Argentina?
1st German: The climate. I'm a pig farmer.
2nd German: Tailor, since I was a boy. My father made the best suits in Dusseldorf.
Erik Lehnsherr: My parents came from Dusseldorf.
1st German: What was their name?
Erik Lehnsherr: They didn't have a name. It was taken from them, by pig farmers and tailors.
[first lines]
Charles Xavier: Mother. What are you... I thought you were a burglar.
Mrs. Xavier: I didn't mean to scare you, darling. I was just getting a snack. Go back to bed. What's the matter? Go on, back to bed.I, I'll make you a hot chocolate.
Charles Xavier: Who are you? And what have you done with my mother?
Charles Xavier: [telepathically in her mind] My mother has never set foot in this kitchen in her life. And she certainly never made me a hot chocolate, unless you count ordering the maid to do it.
[Mrs Xavier nervously changes into a scared blue-skinned girl]
Young Raven: You're not... scared of me?
Charles Xavier: I always knew I couldn't be the only one in the world. The only one who was different. And here you are. Charles Xavier.
[takes her hand]
Young Raven: [hesitant] Raven.
Charles Xavier: You're hungry and alone. Take whatever you want. We've got lots of food. You don't have to steal. In fact, you never have to steal again.
Raven Darkholme: We should come up with secret codenames, we're secret agents now! I'll start, I'm gonna be Mystique.
Sean Cassidy: Damn! I wanted to be called Mystique!
Raven Darkholme: [Raven morphs into Sean] Too bad! Besides, I'm way more mysterious than you.
[Everybody applauds in amazement, Raven shifts back, indicates Sean]
Raven Darkholme: What about you?
Sean Cassidy: I wanna be... Banshee!
Hank McCoy: Why do you want to be named after a wailing spirit?
Sean Cassidy: You may want to cover your ears...
[everyone does so, Sean looks to shatter the glasses on the table, misdirects his shriek and shatters the large paned window instead, everybody laughs]
Raven Darkholme: [indicates Angel] What about you?
Angel Salvadore: [she stands, removing her jacket] My stage name is Angel... and it kind of fits.
[reveals her wings]
Raven Darkholme: You can fly?
Angel Salvadore: Uh huh, and...
[turns and spits out an acidic ball at the statue outside, everybody laughs]
Raven Darkholme: Darwin, what's your name?
Armando Muñoz: Well, Darwin's already a nickname... and it fits: "adapt to survive" and all... Check this.
[walks over to a fish aquarium nearby, dunks his head under the water - gills grow on the side of his face. Everyone applauds]
Armando Muñoz: Thank you!
[indicating Hank]
Armando Muñoz: What about you?
Alex Summers: How about Bigfoot?
Raven Darkholme: Well you know what they say about guys with big feet, and you're are kinda small...
[chuckles among the group]
Armando Muñoz: What is your gift, Alex?
Alex Summers: I can't. I can't do it. Not here.
Armando Muñoz: Could you do it outside? Come on!
[Everybody eggs Alex on to show off, he finally gives in, and walks outside the window]
Alex Summers: Get back when I tell you.
[He readies himself, the group leans out the window]
Alex Summers: Get back!
[They do, but immediately lean back out]
Alex Summers: Whatever.
[Alex rocks his body as blades of energy swirl around him and fly around until he's able to launch at the statue, slicing it off at the torso]
1st German: Who... What are you?
Erik Lehnsherr: Let's just say I'm Frankenstein's monster. And I'm looking for my creator.
Hank McCoy: [to Raven] You got to see this. Your genes are extraordinary, you know that? Your cells ages at the half the rate of a normal human. When you're forty, you'll still have the leukocytes of a teenager. You have the most incredible cell structure I've ever seen.
Dr. Moira MacTaggert: You know, one day the government is going to realize that how lucky they were to have Professor X on their side.
Professor Charles Xavier: I suppose I am a real professor, aren't I? Next thing you know, I'll be going bald. We're still on the government side, Moira. We're still G-Men. Just without the "G".
Dr. Moira MacTaggert: No. You're your own team now. It's better. You're X-Men.
Professor Charles Xavier: Yes, I like the sound of that.
Erik Lehnsherr: You never looked better, man.
[pats Hank on the shoulder, Hank grabs Erik by the throat]
Professor Charles Xavier: Hank!
Hank McCoy: Don't mock me!
Professor Charles Xavier: Hank, put him down immediately, please. Hank! Hank!
[Hank lets him go]
Erik Lehnsherr: I wasn't.
Armando Muñoz: Where to, fellas?
Erik Lehnsherr: Richmond, Virginia.
Armando Muñoz: So you want the airport? The station? What?
Professor Charles Xavier: We were rather hoping you'd take us all the way.
Armando Muñoz: That's a six-hour drive.
Erik Lehnsherr: [stops the cab meter] That would give us plenty of time to talk.
Professor Charles Xavier: Would you like to see another magic trick?
Man In Black Suit: Yes!
Professor Charles Xavier: [Using powers, gives order] Get in the car.
Man In Black Suit: Good idea.
Erik Lehnsherr: [Shaw's mind is frozen by Charles] If you're in there, I'd like you to know that I agree with every word you said. We are the future. But, unfortunately, you killed my mother. This is what we're gonna do.
[holds up the coin]
Professor Charles Xavier: No! Please, Erik, no!
Erik Lehnsherr: I am going to count to three and I'm going to move the coin. One.
[moves the coin at Shaw's head]
Professor Charles Xavier: Please, Erik!
Erik Lehnsherr: Two. Three.
[puts the coin through Shaw's head, Charles screams]
Angel Salvadore: [Erik gives Angel a big tip] For that, daddy-o, you get a private dance.
[In the private dance room]
Angel Salvadore: You guys know it's a double for both, right?
Professor Charles Xavier: Mmm, now that won't be necessary, although I am sure it would be magical...
[Erik cuts in]
Erik Lehnsherr: We were thinking more, we'll show you ours, if you show us yours.
Angel Salvadore: Baby, that's not the way it works around here.
[Erik clicks his fingers and raises the champagne chiller]
Erik Lehnsherr: More tea, vicar?
Professor Charles Xavier: I can't stop thinking about the others out there, all those mind that I touched. I could feel them, their isolation, their hopes, their ambitions. I tell you we can start something incredible, Erik. We can help them.
Erik Lehnsherr: Can we? Identification, that's how it starts. And ends with being rounded up, experimented on and eliminated.
Professor Charles Xavier: Not this time. We have common enemies, Shaw, the Russians. They need us.
Erik Lehnsherr: For now.
Erik Lehnsherr: [before Charles uses Cerebro for the first time] What an adorable lab rat you make, Charles.
Professor Charles Xavier: Don't spoil this for me, Erik.
Erik Lehnsherr: I've been a lab rat. I know when I see one.
Professor Charles Xavier: [to Eric] There's so much more to you than you know, not just pain and anger. There's good in you too, and you can harness all that. You have a power that no one can match, not even me.
Raven Darkholme: [in mutant form] Could you pass me my robe?
Erik Lehnsherr: You don't have to hide.
[Erik moves and sits besides Raven on the bed]
Erik Lehnsherr: Have you ever looked at a tiger and thought you ought to cover it up?
Raven Darkholme: No, but...
Erik Lehnsherr: You are an exquisite creature, Raven. All your life the world has tried to tame you. It's time for you to be free.
[Erik leans forward and kisses Raven]
Erik Lehnsherr: [to Mystique] If you're using half your concentration to look normal, then you're only half paying attention to whatever else you're doing.
Erik Lehnsherr: Just pointing out something that could save your life.
Erik Lehnsherr: You want society to accept you, but you can't even accept yourself.
Professor Charles Xavier: Mutation. It is the key to our evolution. It is how we have evolved from a single-cell organism into the dominant species on the planet. This process is slow, normally taking thousands and thousands of years. But every few millennia evolution leaps forward.
Professor Charles Xavier: [to Angel] How would you like a job where you get to keep your clothes on?
[Erik points toward the American and Soviet ships docked at sea]
Erik Lehnsherr: This society won't accept us. We form our own. The humans have played their hand, now we get ready to play ours. Who's with me?
Erik Lehnsherr: [to Mystique] No more hiding.
[Raven walks towards Erik but turns and kneels beside Charles and Moira; Erik looks disappointed]
Professor Charles Xavier: [to Raven] Go with him. It's what you want.
Raven Darkholme: You promised me that you would never read my mind.
Professor Charles Xavier: [whimpers in pain] I promised you... a lot... of things.
[a pause]
Raven Darkholme: [to Moira] Take good care of him.
[Raven walks towards Erik and is joined by Angel, Janus Quested, and Azazel. The five hold hands]
Raven Darkholme: And one more thing. BEAST!
[Raven places free her hand on her chest]
Raven Darkholme: Mutant and Proud!
[Beast reacts with disgust, Erik gestures at Azazel and they vanish]
Professor Charles Xavier: Heterochromia.
Co-Ed: A gentleman would at least offer to buy me a drink first.
Professor Charles Xavier: Heterochromia is in reference to your eyes, which I have to say are stunning. One green, one blue. It's a mutation. It's a very groovy mutation. I've got news for you, Amy. You are a mutant.
Co-Ed: First you proposition a girl and then you call her deformed. How is that seduction technique working for you?
Professor Charles Xavier: I'll tell you in the morning.
Sebastian Shaw: Erik, what a pleasant surprise. So good to see you again. May I ask you something? Why are you on their side? Why fight for a doomed race who will hunt us down as soon as they realize their reign is coming to an end? I'm sorry for what happened in the camps. I truly am. But everything I did, I did for you. To unlock your power. To make you embrace it. You've come a long way from bending gates. I'm so proud of you. And you're just starting to scratch the surface. Think of how much further we could go, together. I don't want to hurt you, Erik. I never did. I want to help you. This is our time. Our age. We are the future of the human race. You and me, son. This world could be ours.
Erik Lehnsherr: Everything you did make me stronger. It made me the weapon I am today. It's the truth. I've known it all along. You are my creator.
Professor Charles Xavier: Ready for this?
Erik Lehnsherr: Let's find out!
[Havok attacks Shaw with his energy rings, only for Shaw to absorb them]
Sebastian Shaw: Protecting your fellow mutants? That's a noble gesture. Feels good.
[Darwin attempts to punch Shaw, who blocks him and grabs him by the throat]
Sebastian Shaw: Adapt to this.
[Shaw throws Havok's energy down Darwin's throat and vanishes with his men. Darwin tries to adapt to several forms to resist the energy, but is ultimately incinerated in front of his friends]
Professor Charles Xavier: [to Erik] You're not alone.
Sean Cassidy: [to Erik, before jumping out of the jet] Whoa! You back right off!
Raven Darkholme: "Mutant and proud."
Professor Charles Xavier: What?
Raven Darkholme: Or is it the with pretty mutations, or invisible ones like yours? But if you're a freak, you better hide.
Professor Charles Xavier: You're being ridiculous. I don't mean to sound like an old fart.
Raven Darkholme: Which you are.
Professor Charles Xavier: Sometimes. But we've talked about this, Raven. A small slip up is one thing. A big one does not bear thinking about it.
Professor Charles Xavier: Something tells me you already know the answer to your question.
CIA Director McCone: The law says we've got to turn her over.
William Stryker Sr.: The law applies to human beings. The same laws don't apply to mutants. They're too dangerous. In times like this, security is important than liberty. There is a war coming, John.
CIA Director McCone: Yes, but a war with who?
[Emma gets up, walks towards them, cuts a circle in the glass and looks at them through the hole]
Emma Frost: Excellent question. Though I wouldn't call it a war, exactly. That suggests both sides stand an equal chance of winning.
Erik Lehnsherr: Hank has been busy.
Alex Summers: Do we really have to wear these?
Professor Charles Xavier: As none of us mutated to endure extreme g-force or being riddled by bullets, I suggest we suit up.
Erik Lehnsherr: My fellow Mutants! The real enemy is out there.
Professor Charles Xavier: I can't feel my legs.
Colonel Hendry: [Riptide creates a whirlwind sending it toward him; to Shaw] What the hell did you put in my drink?
Emma Frost: You can stop trying to read my mind, sugar. You're never going to get anything from me while I'm like this.
[Erik and Charles subdue Emma]
Erik Lehnsherr: So then you can just tell us. Where's Shaw?
[uses metal to crack Emma's diamond form]
Professor Charles Xavier: That's enough, Erik. Erik, that's enough!
[Erik stops]
Erik Lehnsherr: All yours, Charles. She won't be shifting into diamond form anytime soon. If she does, just give her a tap.
Professor Charles Xavier: To Homo neanderthalensis, his mutant cousin, Homo sapiens, was an aberration. Peaceful cohabitation, if it ever existed, was short-lived. Records show, without exception, that the arrival of the mutated human species in any region was followed by the immediate extinction of their less-evolved kin.
Dr. Moira MacTaggert: I'm going to use an asset the CIA didn't issue me...
[starts to strip]
Hank McCoy: You have no idea what I'd give to feel...
Raven Darkholme: Normal?
[Shaw shoots Magneto's mother, which enrages him enough crush metal all around him]
Sebastian Shaw: Outstanding, Erik. So we unlock your gift with anger. Anger and pain. You and me... we're going to have a lot of fun together.
Dr. Moira MacTaggert: Who destroyed the statue?
Hank McCoy: It was Alex.
[about the Class going into action]
Professor Charles Xavier: They're just kids...
Erik Lehnsherr: No, they WERE kids. Shaw has his army, we need ours.
Erik Lehnsherr: [wields an inscribed Nazi dagger] "Blood and Honor" - which would you care to shed first?
1st German: We were under orders...
Erik Lehnsherr: Blood it is!
[stabs the German]
[Erik grabs Shaw's helmet and puts it on]
Professor Charles Xavier: Erik, don't do this! Be the better man! If you do this there will be no turning back...!
Erik Lehnsherr: Sorry Charles. It's not that I don't trust you...
Professor Charles Xavier: A new species is being born. Help me guide it, shape it, lead it.
Sebastian Shaw: We are the children of the atom. Radiation gave birth to mutants. What will kill the humans will only make us stronger.
Logan: Go fuck yourself.
Sebastian Shaw: I hear you blocked the proposal to position nuclear missiles in Turkey. I expect you'll reconsider.
Colonel Hendry: We've had this conversation. You put our nukes in Turkey or anywhere that close to Russia, and you're looking at war. Nuclear war.
Sebastian Shaw: I don't ask for favors, Colonel. I express my expectations. So, let me say it again. I EXPECT you'll reconsider.
Colonel Hendry: The only thing I'll reconsider is having another glass of that delicious champagne.
[Shaw motions to Riptide, who creates a miniature tornado which blows Hendry across the room. Shaw, Riptide and Emma Frost round on him]
Emma Frost: [Telepathically] You thinking of running? Hiding? We'd find you, Hendry. There's not a fortress in the world that could keep us out.
[Shaw motions to Emma, who turns into her diamond form to intimidate Hendry]
Sebastian Shaw: Magnificent, isn't she, Bob? Genetic mutation. The evolution of the human genome. Where's Azazel?
[Emma whistles loudly. Azazel teleports into the room]
Sebastian Shaw: Ah, we don't want the colonel to be late.
[Azazel offers his hand to Hendry, who takes it, and the two vanish]
Raven Darkholme: Darwin's dead, Charles, and we can't even bury him.
Erik Lehnsherr: We can avenge him!
Professor Charles Xavier: [Erik leaves the covert CIA research base with the CIA files on Shaw] From what I know about you, I am surprised you managed to stay this long.
Erik Lehnsherr: What do you know about me?
Professor Charles Xavier: Everything.
Erik Lehnsherr: Then you know to stay out of my head.
Professor Charles Xavier: I am sorry Erik, but I've seen what Shaw did to you. I felt your agony. I can help you.
Erik Lehnsherr: I don't need your help.
Professor Charles Xavier: Don't kid yourself, you needed my help last night, it's not just me you are walking away from. Here you have the chance to be part of something much bigger than yourself. I won't stop you leaving. I could, but I won't.
[Xavier walks away]
Professor Charles Xavier: Shaw's got friends. you could do with some.
Erik Lehnsherr: [Raven kisses Hank while he takes her blood to formulate a serum that would normalize their mutation appearances] Kinky, by the way, if I look like you, I wouldn't change a thing.
Emma Frost: If that telepath gets into your head, he won't be as much fun as I am.
Sebastian Shaw: Already taken care of. The Russians made this.
[reveals a helmet, and puts it on]
Sebastian Shaw: What am I thinking?
Emma Frost: I don't know.
Sebastian Shaw: I was thinking that you're the most exquisite creature I've ever seen.
[holds up his drink]
Sebastian Shaw: ...And that this needs ice.
Professor Charles Xavier: [after Charles and Hank apply a duct tape with an X Mark on it] Wonderful work, Hank. Alright Alex, I want you to hit the X. Just the X, keep that in mind.
Alex Summers: [gets shocked] You SERIOUS?
Professor Charles Xavier: [seriously] I'm very serious.
[Alex then focuses his vision on the X. He then creates an energy blast from his rings to the prototype Hank made, and hits the X. Both Charles and Hank are flabbergasted and laugh]
Hank McCoy: Am I still a Bozo?
Alex Summers: Yes, Hank you're still a bozo.
[Hank frowns]
Alex Summers: But, nice job.