It's been strange watching the production of "X-Men: First Class" from a distance.

Ever since I met Matthew Vaughn at a lunch with Guy Ritchie and Harry Knowles, he's been incredibly approachable and easy to talk to about his films, and I spent a fair amount of time watching him work on "Stardust" and "Kick-Ass."  I shouldn't be surprised, though, because this time, he's not working for himself, and he didn't self-finance the film through his own Marv Productions.  He was working for 20th Century Fox, and on a superhero film, pretty much the opposite of every professional situation he's had so far.

I've certainly had plenty of tough things to say about Fox and Fox management over the years, and I was concerned during production that part of the reason for the cone of silence was that Matthew was having a terrible experience.  Based on the final film and our chat today, I'd say he was just busying running as fast as he could to make his release date, staying focused because there was no time to get this one wrong.

When we spoke, he was in bed with tonsillitis, but he sounded just as sharp and energetic as usual. As we started our conversation, I told him how pleased I was with the end result.  Vaughn says, "Yeah, well, we were up against it on this movie, but somehow, I think the Movie Gods shone on us." 

We talked about how rich the world established by this film is, and I asked him about his choice to use Sebastien Shaw as the main villain in this one.  The filmmaker reveals, "He was the villain… no, the character, that I was most afraid of.  I kept thinking, 'Are we going to pull Shaw off?' And the comic book version made me nervous, and I would argue with Lauren [Shuler-Donner] about it, and she'd say, 'He must have the ponytail and the cravat.' And I would argue, 'He is going to look like an Austin Powers villain, Lauren.  We cannot do that.  I have to make the movie work, and Kevin Bacon with a ponytail and a cravat dressed as an 18th-century fop will look ridiculous.'"

That's a fine line with the world of the X-Men, though, between what works on film and what looks totally ridiculous.

"Oh, absolutely, but Shaw walks the finest line, even if he did have that look in all the comics," Vaughn says. "Also with him, it's the power. It's such a hard thing to illustrate, the whole absorbing energy and all that shit, and we only really finished his powers up about two weeks ago.  That's when I saw them all for the first time.  Thank god I liked it, because it was pretty damn tough."

The Singer films were obviously a guide for the visual approach to this world, but there are plenty of tweaks that have been brought in by Vaughn and his team.  When asked how he made those choices, Vaughn replied, "There were two main influences I had.  First, I watched all the early Bond movies again.  'You Only Live Twice,' I watched a couple of times.  I really wanted it to feel like a '60s Bond film, but with a little bit of reality it could be grounded in.  I wanted there to be just a hint of this world of the mutants coming through.  A mutant in this world having powers needed to be the equivalent of you or I sneezing, as normal as possible, at least until the humans start seeing it for the first time.  And creating a look for the movie was crazy, because I ended up having five DPs on this film.  It was very good for me to get out of my comfort zone.  Normally, I feel like the core team on a film is the DP, me, and the ADs, but on this one I had five DPs and four different ADs.  It was a very steep learning curve for me, and I felt a bit naked out there. I had to just sort of bark orders and hope that they were getting through, and I'm thrilled that it seems like the film is working for people."

From when he got hired to when the movie opens, it was ten months.  That's an unbelievable turn-around.  I asked what shape the script was in, and what work he and Jane Goldman did on it. 

"Total rewrite.  Total rewrite," Vaughn says bluntly. "The story was there, but it didn't have what I thought was the fun, and the Bond-style stuff wasn't in there, and I said to Jane, 'Let's start the film off with the exact scene from the first film.'  Jane and I just had a vision that we got out there as quickly as possible.  We really respected Bryan's idea of the Cold War and the Cuban Missile Crisis background.  The main difference between this and anything else I've ever done is that I'm very anal when it comes to prep and storyboarding everything, and on this, we didn't have time for any of that.  I sort of shot this movie on nothing more than pure instinct, making huge decisions every point in the day.  Things that normally would take me weeks of consideration, I'd have to make that choice in seconds on this one, and luckily, it seems to… it was a very different way for me to be making a movie, and there were times I wasn't sure.  Post was an incredible experience, because that's when Fox and I were united as a team, and I can even say about Mr. Rothman that… see, for much of this, I was like a boxer on the ropes, and I became like Rocky being beaten up by Clubber Lang.  And Rothman became my Burgess Meredith character, my Mickey.  He got me up again.  They became my allies on this and got me through it.  It was very rewarding.  I was very shocked, because Mr. Rothman has quite a reputation.  He helped me get through this, and some of his ideas were quite brilliant."

Would Vaughn be willing to do this again with this cast and this world?

"Yeah, definitely.  I really loved working with them, and with Michael [Fassbender] and James [McAvoy], the chemistry was really lovely," Vaughn says.  "I've got some ideas for the opening for the next film.  I thought it would be fun to open with the Kennedy Assassination, and we reveal that the magic bullet was controlled by Magneto.  That would explain the physics of it, and we see that he's pissed off because Kennedy took all the credit for saving the world and mutants weren't even mentioned.  And we could go from there, and I've got some fun ideas about what other mutants to bring in.  I don't want to tempt fate, though.  If the film's a hit, of course I'd be interested.  I really enjoyed making it."

I told him I would be okay with an entire film of young Erik racing around the world to kill Nazis, and I hope that's the official backstory for the character moving forward.  We also talked about putting together a big ensemble like this and how important it was to give them all something to do.  He noted, "There's no point having a character onscreen if they're don't really add to the equation.  I think it's very important in 'X-Men' movies, with all of these characters, to keep them active and interesting.  It's a juggling act.  I think it's important to give the audience different storylines and characters to cut to in these.  All of my films have been like this, though, so I think I'd be more nervous if I had to make a film that focused on just one character instead of this sort of thing."

Finally, we discussed the fact that Fassbender and McAvoy aren't really doing any sort of callbacks to Patrick Stewart or Ian McKellan, who played the older versions of these characters, and I asked how much those performances informed the choices made by these new younger actors. 

"We told them that Ian and Patrick played it so you could see that there was a friendship there once," Vaughn reveals.  "I said, 'That's the only thing to take from it, guys. You are playing your own characters now, and I don't want to hear any impressions in there at all.'  It's like when Daniel Craig played Bond.  People would say, 'Oh, he's like Connery,' but they just mean he's tough, not that he's doing an impression of Connery.  You have to create your own versions, and you have to have room to grow in whatever you're doing, and not just go over ground someone else has already covered."

It was a short chat, and more than anything, Vaughn sounds relieved that other people are seeing the film that he set out to make.  I would imagine this process was a back-breaker, and it's easy to lose objectivity when you're working that fast.  Once people get a look at the film for themselves, Vaughn's got nothing to worry about.

Now let's get him back so we can see that magic bullet scene, eh?

"X-Men: First Class" opens in theaters everywhere June 3, 2011.