Ultimate Avengers versus Ultimate X-Men (Animated Threequel)

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.

Characters:

 * 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.

Plot:
???

Trivia:

 * 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.