The director behind this summer's biggest superhero prequel offers new insight into the recreation of Marvel's mutant universe, in theaters June 3rd

X-Men: First Class has finally screened for a select handful of lucky individuals, and the praise has been unanimous. Director Matthew Vaughn has created one of the freshest, and most exciting superhero films in recent memory. Packed with great action, exciting characters, and an in-depth, detailed storyline, X-Men: First Class is now looking like the film to beat this summer. It's going to be a massive hit.

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We recently caught up with Matthew Vaughn to chat with him about his accomplishment in making a true crowd pleaser, here on the eve of its release. This is our conversation.

One of the biggest complaints about the first four films is the ensemble nature of each sequel. That not everyone is given enough to do on screen, and certain characters get lost in the background. You sidestep that with X-Men: First Class. What were the challenges of working through this huge mosaic of personalities to find that perfect character balance, ensuring that everyone got their due?

Matthew Vaughn: Every movie I have made, for some reason...Well, I know why...They always have lots of characters in them. I feel much more comfortable having a multiple character piece than a more traditional single character piece. That actually scares me more. Because in the end, when I am editing, I like to have a choice about how I keep the audience watching. I like the choice of being able to flip through each character. It's my job to make sure each scene has a narrative drive, bringing it all together. From when I was a producer doing Lock, Stock, & Two Smoking Barrels and Snatch, to Stardust and even Kick-Ass, there are a lot of characters running around. It is something I have always enjoyed doing.

While you were in the process of first figuring out this story, did you ever see any of the secondary characters losing themselves to the guys who were more at the forefront of the action?

Matthew Vaughn: No. Not really. It gets quite technical. I think that is why people find screenplay writing more challenging than any other type of writing craft. It is quite technical. You have to figure out, "This person is going to be fighting that person, and this plot will have to tie into that." The amount of characters are picked to be able to fit into what needs to happen. That part was the easy part. Getting the script right was the easy part of making the film.

Fans seem concerned that there isn't going to be enough action in the this movie. That we've seen it all in the trailers. Which is a ridiculous concern, especially after you've seen the movie itself, and how it plays out. Do you think audiences' short attention spans, and Hollywood's willingness to cater to that, stands in the way of great storytelling when it comes to making a superhero movie in this day and age?

Matthew Vaughn: I think most moviegoers are in denial when they say they want a lot of action. I think they are bored of it; these big movies with loads of action and no drama...Action, for me, is only exciting if it is propped up by a story and characters who you actually care about, and why they are fighting. Whether they are in jeopardy, esc, esc...It is my number one goal to always make sure that the action is the least important part of the film. Story, and the characters, are what I am most interested in. Then I will pepper in the action. Because that is fun to watch. But I have seen too many big budget movies in the last few years, where the CGI and all of the action has just become dull. In my mind. It is all shot and edited too quickly. You don't care who wins or loses. You can't even tell half the time. I think the audience, if given the choice, deep down, will enjoy it more if there is a strong story over blowing up things.

There is also a nostalgia factor in this particular prequel that we didn't get in the first four X-Men movies. This feels like what I remember when I would pick up one of the X-Men comic from the Sixties or Seventies. It has a cool, pulp feel that makes it really special, from the blue and yellow costumes to the set design, and everything in-between...

Matthew Vaughn: I read the Sixties comics. The movie is set in the Sixties. X-Men was created in the Sixties, and I really wanted to capture that. I thought, "We are giving birth to a new X-Men world. And they were born in the sixties, they lived in the Sixties...Why don't we take our style and tone from that." At the same time, I wanted to make sure the movie could stand on its own two feet. We did go back and watch all of the other films. I saw a bunch of stuff in those past films that we could borrow from, and fit in, without ruining or hurting the credibility of this new movie.

There is a continuity between First Class and the first three movies. But you also deviate from the path that has been laid out by those films. Is it your hope to take this in its own direction once First Class movies into the realm of sequels?

Matthew Vaughn: This will definitely be its own entity. It was my job to make a movie that works, and it's my job, if I do make another one, to continue to make this work as a good film. Not caring about those other films. But, at the same time, I don't want to disrespect them. I think that we have set this up now. We can have so much fun in a sequel. We have done all of the hard work. Now you know all of the characters, and now you know what is going on. Now you want to see Professor X and Magneto going at it.

Does expanding this Universe, and by the rules of a sequel, having to add more mutants into the mix, pose a concern to you? You've found a perfect balance with the characters we see now. How will throwing five or six more guys into the mix upset that balance?

Matthew Vaughn: The next one? We will only have one more new character. I won't say who he...I won't say who he or she is! But we will only be bringing one more new character in. Because, I think, as Professor X is in a wheelchair, Magneto needs to have a nemesis he can fight with. Someone that will be his equal.

You won't tell us who it is? Is there any sort of hint you can give us? I mean, are you not telling us who it is because you don't know? You guys are still deciding?

Matthew Vaughn: I know who it is. It would be nice if I could say something, but I can't, mate!

When Bryan Singer made the first two movies, he had this strong undercurrent and message of tolerance. Was it important for you to carry that message through in this?

Matthew Vaughn: That was what was in the comics. It was all about Malcolm X and Martin Luther King. That was a social message we definitely wanted to keep. We also found that Raven was a great way of showing how girls are shy and worried about their physique. We wanted to show that you didn't have to be concerned about that as well. So, yeah, we wanted to give it a social message. That was always important to us.

We've seen some advanced reviews come out before the movie opens, and it has been nothing but raves. Those who have seen it are in awe of what you've created. Is that a relief? And has it been irritating in this digital age to see so much pre-criticism aimed at what you were doing, even before you shot that first frame of film?

Matthew Vaughn: I'd rather people think the film was going to be bad, and then being pleasantly surprised than people thinking its going to be good, but then being horribly disappointed. I am one who always lets the film do the talking. You can't worry about people who are going to say the movie will be bad. They are just going to say it. Hopefully, people will watch it and go, "Hey, I was wrong!" Or they will decide not to watch it, and those people were never going to see it anyway. So what do I care?

Maybe Fox was pushing the bad word themselves, just so people would be pleasantly surprised at how awesome the movie actually is once you've seen it for yourself...

Matthew Vaughn: Avatar was something that people thought was going to be dreadful. Look what happened with that!

What was the challenge of changing some of these characters, yet retaining those elements that we, as fans, know as legacy?

Matthew Vaughn: There are so many characters, it would take about a half an hour to answer that. But I will talk about Professor X and Magneto. They went and studied the comics. I said, "Look, you have to make your own Professor X and Magneto. You can't be impersonating Sir Ian McKellen and Sir Patrick Stewart. But what we have to take from those movies is that there was this true friendship forged somewhere in their past. We have to make sure we capture that." After that, it was up to them to create those characters, and figure out what this should be.

Is there a chance we will ever see Sir Ian McKellen and Sir Patrick Stewart in a flash-forward in the sequel?

Matthew Vaughn: I have never thought of that. I don't know! I have worked with Sir Ian McKellen before, and he is a lovely guy. I would love to work with him again. So, never say never!