The movie opens with Erik Lensherr was taken away from his mom to the German concentration camp in Poland in 1944. While being pulled away by the soldiers, young Erik bended the metal gate with his mind. His special ability attracted the attention of scientist Dr. Schmidt. Dr Schmidt took him to his office and ordered him to move a metal coin on a desk. If young Erik couldn't move the coin, his mother will be killed. He tried very hard but still he couldn't move the coin. Hence his mother was shot by Dr Schmidt. Upon witnessing the death of his mother, young Erik lost control and unleashed his magnetic power. he detroyed the room and killed two soldiers. Meanwhile, in a Westchester County, young telepath Charles Xavier discovered homeless young shape-shifter Raven who tried to steal food from his house. He was happy to meet someone else which is as different as him. So he invited her to live with him.
The movie then zoomed to 1962, the adult Erik (Michael Fassbender) begun tracking down all former Nazis in order to find Schmidt to avange the death of his mother. At the same time in England, Xavier (James McAvoy) graduated from Oxford University and published his thesis on mutation. While his foster sister Raven, (Jennifer Lawrence) a waitress, lived with him. Meanwhile, in Las Vegas, Nevada, CIA agent Moira MacTaggert (Rose Byrnes followed U.S. Army Colonel Hendry into the Hellfire Club, where she witnessed Sebastian Shaw (Kevin Bacon), Emma Frost (January Jones), and Azazel (Jason Flemyng) using their power to threaten U.S. Army Colonel Hendry. After Shaw threatened Hendry, Azazel teleported with the officer to the War Room suggesting U.S. to place nuclear missiles in Turkey. Shaw later killed Hendry and revealed himself as Schmidt. He demonstrated his energy-absorbing mutant power that kept him young all these years.
Upon seeing what she saw, MacTaggert went to seek Xavier's advice on mutation. She introduced him and Raven to the CIA, where they convinced Director McCone that mutants exist and Shaw is a major threat. Even though McCone refused to believe in the mutants, they were supported by the unnamed "Man in Black Suit", (Oliver Platt) another CIA executive. Xavier tracked Shaw down. Erik also managed to locate Show. As Erik was attacking Shaw, Xavier arrived just in time to save Erik from drowning. Shaw managed to escape in his submarine. Xavier brought Erik to the CIA's secret "Division X" facility. They met young scientist Hank McCoy (Nicholas Hoult), a big-footed mutant whom Xavier instantly recognised as a mutant. McCoy was instantly attracted to Raven and promised her he will find a solution to improve their appearance.
Xavier used a mutant-locating device called the Cerebro to find other mutants and recruited them to stop Shaw. He and Erik found stripper Angel Salvadore (Zoe Kravitz) ; taxi driver Armando Muñoz, (Edi Gathegi) known as Darwin; Army prisoner Alex Summers (Lucas Till) , also known as Havok; and Sean Cassidy (Caleb Landry Jones) , the Banshee. Raven took the name Mystique. Xavier and Erik managed to track down Frost who went to meet a Soviet general. They captured her and forced her to tell the location of Shaw. Meanwhile, Azazel, Riptide (Alex Gonzalez) and Shaw attacked Division X, killing everyone except for the young mutants and offered them the to join him and live like Kings and Queens. Angel accepted the offer. Darwin and Havok tried to rescue her but their plan failed and Shaw killed Darwin. With the facility destroyed, Xavier took the mutants to train at his family mansion. McCoy designed a protective uniforms and a stealth jet for them.
One night, Raven tried to seduce Erik but her advances were turned down. He convinced her to be proud of her nature appearance as a mutant. McCoy then offered Raven a cure for her appearance, but she refused. McCoy who insisted on improving his appearance took the cure but the cure backfired. He ran away feeling ashamed of his new appearance.
On the day when Shaw was in the ship to ensure that the missiles arrived at Cuba, McCoy revealed his beastly new look. Even though he was ashamed of his beastly appearance, he flew the mutants and MacTaggert in the jet he designed to the border where the ship was about to cross the border. A battle erupted between the mutants and the humans watched in astonishment. Banshee used his sonic ability to locate Shaw's submarine and Erik elevated the submarine with his magnetic powers. He then took the submarine to the beach nearby. The jet they were flying in also crashed to the seaside and the battle between the mutants continued. Erik took his chances and went into the submarine. After being attacked by Shaw, Erik tricked Shaw and took his helmet away, allowing Xavier to immobilize Shaw. Despite Xavier's objections, Erik wore the helmet and killed Shaw by forcing the concentration camp coin through his head.
Thinking the mutants were threats, the fleets fired their missiles at them. Erik used his powers to control all the missiles and turned them around to target at the army ships. In a struggle, Xavier managed to stop Erik from destroying the fleets with the missiles. MacTaggert who tried to stop Erik; fired multiple shots at him and a deflected bullet got Xavier in the spine. Feeling remorseful for his dear friend, he left with Mystique, Angel, Riptide and Azazel.
A wheelchair-bound Xavier and the mutants went back to the mansion, where he intended to open an academy for mutants. MacTaggert promised that she will never reveal his location and they kissed. Later at CIA office, she said that she had no clear memory of recent events. Erik, now in a uniform with the helmet and called himself Magneto, broke into the confinement and free Frost.
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