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:[]
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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.