12 years after the events of X-Men Evolution, the adult X-Men are accused of crimes mutantkind has caused, and the Avengers are assembled to fight them, unaware that there is a mastermind behind them.


  • Avengers:
    • Steve Rogers/Captain America (Justin Gross) - worked alongside Wolverine in World War II
    • Janet Pym/Wasp (Grey Griffin) - a widower after Giant-Man died, and tries to move on
    • Natalia Romanoff/Black Widow (Olivia d'Abo)
    • Tony Stark/Iron Man (Marc Woorden) - works alongside Beast on studying the Sentinels.
    • Thor (David Boat)
    • Clint Barton/Hawkeye (Nathan Keyes) - knows Cap because his grandfather was a sharpshooter working with Cap in World War II, he became the Heart of the Avengers when he saved them from Mastermold.
    • Pietro Maximoff/Quicksilver (Richard Ian Cox) - was convinced to do good by Hawkeye, as he joins the Avengers
    • Wanda Maximoff/Scarlet Witch (Kelly Sheridan) - was convinced to do good by Hawkeye, as she joins the Avengers
  • X-Men: 12 years after battling Apocalypse, the X-Men have become adults, while some members, including Spyke, were killed, they also wear black and yellow suits in Ultimate style
    • Scott Summers/Cyclops (Kirby Morrow) - tanned and wears a black and yellow outfit
    • Jean Grey (Venus Terzo) - wears a black and yellow outfit, she was seen at the end becoming the Phoenix.
    • Bobby Drakes/Iceman (Andrew Francis) - wears a black and yellow outfit, while he encases himself in ice form
    • Laura Kinney/X-23 (Ashleigh Ball) - now a woman in a black and yellow suit
    • Ororo Munroe/Storm (Kristen Williamson) - wears her uniform in a different way, she lost her nephew, Evan Daniels to the Sentinels, she also has a relationship with T'Challa that began at the Peace Summit
    • Rogue (Meghan Black) - lost her lover, Gambit, to the Sentinels, and wore his jacket, she also had absorbed Ms. Marvel's powers 19 years ago when she once got in trouble with the Sentinels.
    • Hank McCoy/Beast (Diedrich Bader) - wears a black and yellow out, works with Iron Man on studying the Sentinels.
    • Kitty Pryde/Shadowcat (Maggie Blue O'Hara) - has a short haircut, wears a black and yellow suit that shows her bare midriff.
    • Kurt Wagner/Nightcrawler (Brad Swalie) - wears a black and red outfit
    • Piotr Rasputin/Colossus (Michael Adamthwhite) - wears a black and yellow outfit
    • Professor X (David Kaye)
  • Bruce Banner/Hulk (Michael McKean/Fred Tatasciore) - in hiding from S.H.I.E.L.D., but finds himself clashing with Wolverine
  • T'Challa/Black Panther (Jeffrey D. Sams) - helps the Avengers fight the X-Men, but is torn between the battle and his newfound relationship with Storm
  • Peter Parker/Spider-Man (Jason Marsden) - a reporter from the Daily Bugle that made a cameo in the first film to get an interview from Iron Man, made his first full appearance when Fury recruits him to help fight the X-Men
  • James Rhodes/War Machine (Rodney Saulsberry) - dons the War Machine armor to help Tony fight the X-Men
  • James Howlett Logan/Wolverine (Kiefer Sutherland) - worked with Captain America in World War II, also has a battle with the Hulk
  • S.H.I.E.L.D.:
    • Nick Fury (Andre Ware)
    • Maria Hill (Cote DePablo) - an agent who has a history with the X-Men.
    • Betty Ross (Nan McNimara)
    • Bobbi Morse/Mockingbird (Kerri Russel) - Hawkeye's love interest, who after getting out of the shower, caused Barton to change his mind to join the Avengers
    • Everett Ross (Peter MacNicol) - works with T'Challa in Wakanda, He is the link from the United States to Wakanda.
  • Brotherhood of Mutants: was hired by S.H.I.E.L.D. to be their Freedom Force
    • Erik Lehnsherr/Magneto (Ron Perlman) - orders an attack on the Peace Summit
    • Todd Tolansky/Toad (Noel Fisher) - killed by The Awesome Android.
    • Fred Dukes/Blob (Michael Dobson)
    • Lance Alvers/Avalanche (Christopher Grey)
    • St. John Allerdyce/Pyro (Trevor Devall)
  • Mad Thinker (Cirian Hinds) - the film's main antagonist, former scientist for S.H.I.E.L.D. now mad terrorist, his goal is to kill Banner for stealing his chance to be the intelligence of S.H.I.E.L.D.
    • Awesome Android (Dan Castelleneta, when Thinker transfers his consciousness into him) - Machine made to kill the Hulk.
  • HYDRA: the tertiary antagonists
    • Arnim Zola (Rene Auberjoinis) - the film's secondary antagonist, helps Mad Thinker make the Awesome Android.
    • Senator Edward Kelly (Dale Wilson) - revealed to be a Hydra agent when he ordered for the Sentinels.
  • Master Mold (Corey Burton) - the film's quaternary antagonist, created by Zola and Thinker.
  • Morlocks: killed by the Sentinels
    • Evan Daniels/Spyke (Neil Dennis) - killed when the Sentinels attacked.
    • Callisto (Saffron Henderson) - killed when the Sentinels were activated.
    • Caliban (Michael Dobson) - killed when the sentinels attacked.
  • Mastermind - killed when Mad Thinker stole his mind powers.




  • Differences from the comic and the film:
    • Senator Kelly is revealed to be a HYDRA agent, and was killed by the Sentinels.
    • Phoenix is also seen at the end, destroying both Mad Thinker and Awesome Android.
    • Colosuss is straight (not gay in the comics) and he is dating Kitty.
  • The film is rated PG-13 for violence.