X-Men: First Class is an upcoming American superhero film, directed by Matthew Vaughn, based on the characters appearing in Marvel Comics. The film is the fifth installment of the X-Men film series and a prequel to the first three movies. X-Men: First Class is scheduled for release on June 3, 2011. The film, set during the 1960s, will focus on the relationship between Professor X and Magneto and the origin of their groups, the X-Men and the Brotherhood of Mutants. The film stars James McAvoy as Professor X and Michael Fassbender as Magneto. It also stars Kevin Bacon as Sebastian Shaw, the antagonist of the movie. Other cast members include January Jones, Rose Byrne, Jennifer Lawrence and Lucas Till. The film is mostly being shot in England and parts of the United States. Fox envisions this film as the first in a new trilogy.