The game is based on the current story arc from the comics at the time of release. The technorganic alien race known as the Phalanx have returned and are seeking to take control of Earth by assimilating all of its inhabitants. They have also captured and cloned several mutants for experimentation. Only a select group of X-Men (Beast, Psylocke, Gambit, Nightcrawler, Wolverine, Cyclops) have avoided capture and, temporarily united with their oldest foe, Magneto, they must defeat the Phalanx before all of humanity is assimilated. Along the way, they will travel through familiar landscapes including the Savage Land and Avalon, and battle powerful adversaries such as Apocalypse, the Sentinels, Exodus, Deathbird and more
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