"X-Men: First Class" director Matthew Vaughn appears to have upgraded his White Queen. Earlier reports had indicated that Alice Eve would play the mutant telepath in the 20th Century Fox prequel, but things have changed.  Now, none other than "Mad Men's" own January Jones is jumping into the role.

Production on "First Class" begins on Aug. 23, and according to Deadline.com, Jones will segue directly from finishing season four as Don Draper's former wife Betty Francis to London to begin shooting the early mutant epic.  Jones just landed her first Emmy nod for her work on "Mad Men's" third season.

This would be the second time the Brit Eve has lost a potential breakout role.  She was one of the finalists to play Steven Rogers love interest in "Captain America: The First Avenger," but that part went to Hayley Atwell instead.

Also joining the rapidly expanding "First Class" cast is Zoe Kravitz ("Twelve") as  Angel (which would be a major change since the character has typically been male and was already portrayed as a youngster by Ben Foster in "X-Men: The Last Stand"), Bill Milner as an even younger version of Michael Fassbender's Magneto and Morgan Lily as a young Mystique (Jennifer Lawrence is on board for an older version of the character).

Previously announced or revealed cast members include James McAvoy (Prof. Xavier), Nicholas Hoult (Hank "Beast" McCoy), Caleb Landry Jones (Banshee), Lucas Till (Andrew "Havoc" Summers), Edi Gathegi (Darwin), Kevin Bacon (don't call him Mister Sinister...yet), Rose Byrne (Moira MacTaggert) and Oliver Platt as The Man in Black.

The only characters that appear to be missing from "First Class" appear to be Cyclops and Jean Grey who were portrayed by James Marsden and Famke Janssen in the first three "X-Men" features.  A younger Cyclops and the White Queen also had brief cameos in 2009's "X-Men Origins: Wolverine."  It's unclear and puzzling if any of that continuity is being referenced in the new endeavor.