On Friday, June 3, the highly-anticpated prequel 'X-Men: First Class,' finally hits theaters, and we know what you're thinking: Who in the world are all of these people? In this 1960s-set prequel, a lot of things are different. No Wolverine! No Storm! Professor X has hair?!

Well, we've got everything you need to know about the main cast (from familiar faces to brand new mutants!), and more after the jump!

(Click through to find out who's who in 'X-Men: First Class')

From left to right: Magneto, Moira McTaggert, Emma Frost, Azazel, Beast, Havok, Angel, Mystique, Professor X

Magneto (Michael Fassbender)
Erik Magnus Lensherr is a Holocaust survivor and the self-styled "Master of Magnetism." While fans of the 'X-Men' movies know him as a supervillain bent on world domination, he was once simply a man driven to protect his people. 'First Class' starts with Magneto and Charles Xavier when both were much younger. Together, they work to figure out a way to protect mutants and peacefully introduce them to humanity. But where Xavier believes in peaceful assimilation, Magneto believes that mutants are superior to humans, and should be rewarded accordingly.

Moira MacTaggert (Rose Byrne)
While having the ability to shoot lasers out of your eyes or read minds is great, sometimes just being really smart pays off. This is true of Moira MacTaggert, an extremely talented geneticist and friend to Charles Xavier. She blazed trails in the field of mutant genetics, providing valuable data for Xavier and the world at large. She also pushed Xavier to form his School for Gifted Youngsters and even helped design Cerebro, Xavier's mutant-tracking device.

Emma Frost (January Jones)
Emma Frost was born to old money in Boston, and is the kind of sneering, arrogant, cruel rich girl you thought only existed in movies. She's richer than you, she thinks she's smarter than you, and she'll use her telepathic powers to convince you that everything she says is true. She's provocative, extremely powerful, willing to break a few laws to get her way, and did we mention arrogant?

Azazel (Jason Flemyng)
Azazel is the star of a story that almost every X-Men fan pretends didn't happen, due to its sheer awfulness. In the interest of keeping a long story short, Azazel is the father of Nightcrawler, the super-cool blue teleporter from 'X-Men 2' and is the actual, Biblical devil. You see, demons were just ancient mutants, and angels were mutants, too. The angel mutants and devil mutants fought, and the devil mutants were banished to another dimension. You might call it "hell." Regardless, we've got our fingers crossed in hopes of Azazel's story being entirely different in the movie.

Beast (Nicholas Hoult)
Imagine being incredibly smart. You can do complex mathematics in your head, look at a chemical formula and figure out exactly what it does, and cobble together incredible machines to serve whatever purpose you need. On top of that, you have a very dry, witty sense of humor. Now, imagine if you had all of that, and your mutant power was to be blue, furry and as agile as a monkey, so everyone assumes that you're a big, dumb bruiser. That's the plight of Hank McCoy, better known as the Beast, but he's no stranger to making lemons out of lemonade. He's one of the founding members of the X-Men and highly respected as both a scientist and a brawler.

Havok (Lucas Till)
Alex "Havok" Summers is the little brother of Scott "Cyclops" Summers. His older sibling left tremendous shoes for him to fill, and Havok has never quite managed to measure up, at least in his own mind. Despite having something of an inferiority complex, Havok is more than capable of taking care of himself. He can fire solar-powered energy blasts at will, and, due to trying to outgrow his brother's shadow, he's both an effective leader and more outgoing than Scott.

Angel (Zoe Kravitz)
While a character known as Angel was a founding member of the X-Men (the super-rich Warren Worthington III), this Angel is a little different. Angel Salvadore, rather than the feathered wings and sunny disposition you might expect a character named "Angel" to have, has insect wings and a bit of an attitude. She didn't ask to be a mutant, and she didn't ask to live with a father who hates her. She didn't fit in well at Xavier's school, but she eventually came around to his way of thinking. She'd still rather spend time with her boyfriend than fight evil mutants, though.

Mystique (Jennifer Lawrence)
Mystique, aka Raven Darkholme, has been alive for decades. Her true age is unknown, but she's at least 100 years old. Over the past century, she's made a living playing both sides against each other. Mystique lives and breathes deception, and her shape-shifting powers allow her to infiltrate any organization and throw off any suspicion. The phrases "good guy" or "bad guy" don't truly apply to Mystique; she's on her own side, which leads to both good deeds and horrible ones.

Charles Xavier (James McAvoy)
Before he was the secret leader of the foremost paramilitary mutant strike force and headmaster of Xavier's School for Gifted Youngsters, Charles Xavier was just a young man with telepathic powers and a dream of inter-species harmony. He was driven to begin recruiting other mutants for his cause when he realized that there were mutants and humans who had no interest in such harmony.

Read our exclusive interview with 'X-Men: First Class' bad guy Kevin Bacon

Check out the 'X-Men: First Class' Trailer

What mutants are you most excited to see on the big screen?
X-Men: First Class
PG-13 2011
Based on 38 critics

Mutants Charles Xavier and Erik Lehnsherr begin as friends, but a situation tears them apart. Read More

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categories Features, Coming Soon