In a crossover between The Avengers: Earth's Mightiest Heroes and Wolverine and the X-Men, the Avengers and the X-Men find themselves at war with each other on the disagreement of protecting a mutant that Apocalypse wishes to seek.


  • Avengers:
    • Tony Stark/Iron Man (Eric Loomis) - almost killed by Beast
    • Steve Rogers/Captain America (Rino Romano, replaces Brian Bloom) - discovers Miles Warren's cloning program
    • Thor (Rick D. Wasserman) - realizes that his father is not really father
    • Bruce Banner/Hulk (Gabriel Mann/Fred Tatasciore) - settles old scores with Wolverine, and defeats Apocalypse by throwing him into a portal where Mephisto makes him his slave.
    • Hank Pym/Giant Man (Wally Wingert)
    • Janet Van Dyne (Colleen O'Shaughnessey)
    • T'Challa/Black Panther (James C. Mathis III) - rekindles his relationship with Storm
    • Clint Barton/Hawkeye (Chris Cox)
    • Carol Danvers/Ms. Marvel (Jennifer Hale) - gets her powers and memories absorbed by Rogue
    • Vision (Peter Jessop) - has tensions with Nightcrawler over both of them being in love with Scarlet Witch, but they aid each other
  • X-Men:
    • James Howlett Logan/Wolverine (Steve Blum) - settles old scores with Hulk
    • Scott Summers/Cyclops (Rino Romano, replaces Nolan North) - wears his 90's uniform
    • Piotr Rasputin/Colossus (Fred Tatasciore)
    • Rogue (Kieran van den Blink) - absorbs Ms. Marvel's powers and memories
    • Kurt Wagner/Nightcrawler (Jim Ward) - has a rivalry with Vision for having the same affections over Scarlet Witch
    • Ororo Munroe/Storm (Susan Dalian) - rekindles her relationship with Black Panther
    • Bobby Drakes/Iceman (Yuri Lowenthal)
    • Kitty Pryde/Shadowcat (Danielle Judovits)
    • Hank McCoy/Beast (Fred Tatasciore) - almost kills Iron Man
    • Forge (Roger Craig Smith)
    • Remy LaBeau/Gambit (Phil LaMarr)
    • Jubilee (Jing Tian)
  • New Avengers: Wolverine's old team when they fought Kang, but Wolverine quit the team because he's more of a Mutant after they stopped Strucker and Grim Reaper
    • Peter Parker/Spider-Man (Jason Marsden, replaces Drake Bell)
    • James Rhodes/War Machine (Bumper Robinson)
    • Benjamin Grimm/Thing (Clancy Brown, replaces David Boat)
    • Luke Cage/Power Man (Christopher B. Duncan)
    • Danny Rand/Iron Fist (Loren Lester)
  • En Sabah Nur/Apocalypse (Kevin Michael Richardson) - the main antagonist, his goal is to recreate the world into his order.
  • Nathaniel Essex/Mr. Sinister (Mark Hamill, replaces Clancy Brown) - the secondary antagonist, reveals his decoy was posing as him, and fires the idiot who chose the voice.
  • Bastion (Daniel Wu) - the tertiary antagonist, leader of a group of Sentinels to hunt down the X-Men.
  • Sentinels - quaternary antagonists, machines who is under Bastions orders to capture the X-Men.
  • HYDRA:
    • Baron von Strucker (Jim Cummings, replaces Jim Ward) - kills his Skrull and plans to recreate the HYDRA weapon, but was stopped by the New Avengers
    • Eric Williams/Grim Reaper (Lance Henrikson) - aids Strucker in recreating their top secret weapon.
  • Odin (Corey Burton) - his power is what kept The Dark Elves at bay, and he is revealed to have been placed in a Retirement Home when Kurse was posing as him
  • Kurse/Odin (Clancy Brown) - was exposed by Thor when he threatened to throw his hammer at him in his face causing him to reveal himself, after that he was a Dark elf.
  • Balder (Nolan North) - was present when Thor exposed and begs for not realizing the truth and not having his back.
  • Sif (Nika Futterman) - was present when Thor exposed and reveals she and Jane Foster are the same person.
  • Warriors Three (Jim Cummings as Hogun) - were present when Thor exposed they kneel to him.




  • Differences from the comic, Avengers vs. X-Men:
    • Beast almost kills Iron Man
    • Thor realizes his father is not his father
    • Captain America discovers Dr. Warren's cloning program
    • Hulk defeats Apocalypse
    • The Phoenix emerges from the near end.
  • The time period is based off of the 90's series, plus the Ultimates.
  • Unlike Wolverine and the X-Men, the team are designed like the Ultimates.