This article lists the various background character deaths that occur in X-Men: First Class.
- The film begins with the same prologue scene from the first X-Men film. In 1944, Nazi-occupied Poland, the young Erik Lehnsherr is forcefully separated from his mother who is taken away to a concentration camp. During this time, Erik's mutant powers of magnetism emerge and he almost tears down the metal gates before a soldier knocks him out.
- Not long after Erik first demonstrates his powers, Dr. Klaus Schmidt - known in the future as Sebastian Shaw - tries to force the boy to use his power again by moving a coin. When Erik fails to move the coin, Schmidt shoots Erik's mother.
- Enraged by his mother's murder, Erik outbursts and magnetically crushes all of the metallic objects in Dr. Schmidt's office. This includes the helmets of two Nazi guards who's skulls are crushed as their helmets implode.
- Eighteen years later (1962), the adult Erik embarks on a mission of revenge to find Schmidt and kill him.
- While looking for Shaw in Argentina, Erik stops by a pub and has a drink. There are two Germans inside, former Nazis, and Erik takes out his grievances on them. He grabs a knife from one of them and stabs him in the hand. When the bartender pulls a gun on him, Erik attracts the weapon to him and shoots one of the two men at the table, then pulls the knife out of the table and tosses it into the bartender's stomach.
- The Hellfire Club learn that Xavier is recruiting mutants and attack the CIA headquarters. Azazel kills ten guards on duty one by one by teleporting in and grabbing them, then dropping them from high above.
- Two dozen CIA agents surround Shaw and fire on him with guns and bazookas. Their weapons have no effect as Shaw just absorbs the kinetic and explosive energy and redirects it, blowing up the circular balcony and all of the agents on it.
- Azazel kills several CIA agents protecting the young X-Men, some with a sword, at least one with his own gun and another by impaling him with his tail.
- An agent tries to shoot Azazel, but the devilish mutant is using another guard as a human shield. The agent takes the shot but shoots his comrade, and then Azazel just teleports away and reappears behind the shooter, stabbing him in the back.
- One agent gets thrown through a window by Riptide's whirlwind.
- Behind a closed door, one last surviving agent tells Shaw that he can have the mutants as long as he lets the normal people go. Shaw doesn't care for the agents pleas and just shoots him.
- As Shaw introduces himself to the young mutant recruits, another agent appears outside with a gun. Shaw gestures for Azazel to deal with the agent and he teleports behind the man and stabs him.
- The Russian ship Aral Sea approaches the Cuban embargo line, but its crew are all dead. The ship has been set on its course by the Hellfire Club.
- After killing Shaw, Erik decides that mutants are the superior race and that they should unite against humanity. His views appear justified as the American and Soviet fleets aim their cannons at the beach the X-Men are upon and open fire. With his magnetic powers, Erik stops the incoming missiles and turns them back to strike the fleets. Moira breaks Erik's hold over the missiles by shooting at him, but as Erik deflects the bullets, one of them strikes Charles in the spine and paralyzes him from the waist down.