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X-Men Legends, by Activision

Playstation 2 FaQ by jeromycraig, copyright 2004.

Version 0.07

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TABLE OF CONTENTS
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I.    REVISION HISTORY

II.   DISCLAIMER

III.  OVERVIEW

IV.   CONTROLS AND GAMEPLAY

      Controls
      Basic Combat Controls
      Jumping attacks
      Grappling
      Throwing Objects
      Charged Objects
      Fastball Special
      Destruction
      Knockback
      Pop-Up
      Using Mutant Powers
      A Brief Word About the Game's Target Lock System
      Combining Powers
      X-Treme Powers
      Puzzle-Solving with Mutant Powers
      Movement Abilities
      Energy Melee Attacks
      Touch Damage
      Call Allies
      Separation Anxiety
      On-Screen Map
      Leveling Up
      Pick Ups
      Xtraction Points
      Bring Out Your Dead

V.    MENUS

      Team Information Menu
      Stats
      Skills and Powers
      Equipment
      Options Menu

VI.   PLAYABLE CHARACTERS

      Beast
      Colossus
      Cyclops
      Emma Frost
      Gambit
      Iceman
      Jean Grey
      Jubilee
      Magma
      Nightcrawler
      Professor X
      Psylocke
      Rogue
      Storm
      Wolverine

VII.  SUPPORTING CHARACTERS AND VILLAINS

      Avalanche
      Blob
      Forge
      Gateway
      General Kincaid
      Havok
      Healer
      Illyana Rasputin
      Juggernaut
      Magneto
      Marrow
      Moira MacTaggert
      Mystique
      Pyro
      Sabretooth
      Shadow King
      Toad
	
VIII. X-MANSION

IX.   WALKTHROUGH

      A.  New York City

      B.  X-Mansion (I)

      C.  HAARP Facility, Alaska

      D.  X-Mansion (II)

      E.  Sentinel Flashback

X.    EQUIPMENT

      Backpacks
      Belts
      Armor
      Artifacts

XI.   DANGER ROOM

      Freshman Missions
      Sophomore Missions
      Junior Missions
      Senior Missions
      X-Men Missions
      Legend Missions

XII.  SECRETS

      Comic Books
      Danger Room Discs
      Concept Art
      X-Trivia

XIII. GLITCHES AND BUGS

XIV.  REVIEW

XV.   THANKS

______________________________________
THE ACTUAL FAQ
______________________________________

I.    REVISION HISTORY

0.01  9/24/04 - Wrote general outline, completed Disclaimer, Overview, Controls
      and Gameplay, and Menus sub-sections.  Added character bios and 
      descriptions for Wolverine and Cyclops.  Completed most of Mission One
      Walk-through before getting very, very tired and having to go to bed.  

0.02	9/25/04 - Read through Walkthrough and realized how very, very bad and 
      vague it got towards the end of the "Rooftops" section.  Attempted to 
      improve.

0.03	9/29/04 - Corrected target lock info.  Added more information about 
      X-treme powers and the power gauge.  Added a whopping amount of various 
      info to "Controls and Gameplay."  Added biographies and skill summaries
      for twelve additional playable characters.  Added some glitches to
      Glitches and Bugs section.

0.04  10/4/04 - Added more details to character skills.  Started New Game to
      begin Walkthrough for HAARP Facility.  Added ASCII maps and room
      descriptions for the X-Mansion section.

0.05  10/5/04 - Added some tips and corrections from alert readers, with
      exciting credits!  Added X-MANSION (I) to the WALKTHROUGH section.  Added
      biography for Professor Xavier to PLAYABLE CHARACTERS.  Completed
      X-MANSION section, complete with crunchy and delicious ASCII maps!

0.06  10/8/04 - Added partial ITEM list.  Added TRIVIA section.  Added bios for
      SUPPORTING CHARACTERS AND VILLAINS.  Added further clarification on the
      "Flight" ability.  Added "Skill Points" and "Stat Points" to the PICK-UPS
      section.  Pulled most of my hair out attempting to write a Walkthrough to
      the HAARP Facility, which is STILL not ready in a final form; so much for
      the Bounty.  Some minor corrections to character bios.

0.07  10/12/04 - Completed Walkthrough for HAARP Facility.  Added some minor
      corrections and items.  Completed Walkthrough for X-MANSION (II),
      SENTINEL FLASHBACK, and JUGGERNAUT FLASHBACK.  Started a drinking habit.
      Added numerous skill levels to characters.  Added several secrets, and a
      glitch or two.


II.	DISCLAIMER

This FaQ is the property of jeromycraig.  It may not be reproduced in whole or 
in part by anyone else without express written permission.  Failure to adhere 
to this may cause bitterness and much sarcasm in the author.  As of now, only 
www.gamefaqs.com and faqs.ign.com have the author's permission to display this
FaQ.  If found elsewhere, please inform the author at jeromycraig at yahoo.com.

Questions, comments, corrections, and suggestions are welcome.  This is a 
first-time effort, and is probably pretty rough around the edges.  CONSTRUCTIVE
criticism is appreciated, and credit will be given where credit is due.  Any 
hate-mail, flaming, or "133t-speak" will be deleted and addresses blocked.  
Please include "X-MEN LEGENDS FAQ" in your subject header.


III.	OVERVIEW

Finally, the long-anticipated (by me) X-Men "RPG" is here.  When I first heard 
rumors about this game over the past couple of years, I went into paroxysms of 
nerdly glee.  After years of mostly sub-par X-Men gaming experiences (anybody 
remember "Spider-Man and the X-Men:  Arcade's Revenge" on the SNES?  What the 
hell was THAT all about?), it looked like this one was finally going to be the 
big one, Activision's mutant counterpart to their "Spider-Man" game success 
stories.  People may be asking, "Well, is it The Big One?  Or does it BITE the 
big one?"  Or they may not.  They probably already have skipped ahead to the 
WALKTHROUGH or SECRETS section.  People are fickle.  I need a hug.

Part of my reason for writing this FAQ was the fact that the game manual was
not very helpful at all.  A lot of special moves and abilities definitely can
use a more in-depth description in order to use them properly, and some
abilities are left for the player to discover on his or her own.  I have
completed roughly 90% of the game, and am going back to review each level for
the Walkthrough.  The completed FAQ will include a full walkthrough for each
level, so be patient.  It's a-comin'.

The plot of XML plays a tad bit fast and loose with established X-Men "history"
by following the plight of Alison Crestmere (Magma), a young girl who has 
recently discovered her own mutant control over flame and lava.  Kidnapped by 
the Brotherhood of Mutants after her powers manifest, she is rescued by the 
X-Men, who offer to protect her as well as train her in the use of her powers.
Unfortunately, the Brotherhood still has plans for her, as her abilities are 
central to their sinister plan, a plan that will destroy the X-Men and ensure 
mutant dominion!  BWAHAHAHAHAHA!  ...  Ahem!  Sorry.

XML is very much in the same vein as the "Baldur's Gate" series on the PS2:  
an action/arcade game with RPG elements.  It even plays on what seems to be a 
very similar game engine.  Fortunately, the game throws in enough extras to 
keep it fresh and fun, and has enough X-Universe extras to make even the most 
casual comic book afficionado wet their pants.


IV.  CONTROLS AND GAMEPLAY

The controls for the game are relatively easy to use:

Left Stick  Move active character
Right Stick Move camera (Left-Right); Zoom In/Out (Up-Down)
D-Pad	      Select active character

Triangle (T)Jump (double-tap to activate character-specific movement ability:  
            flight, sliding, double-jump, charge, etc)
Square (S)  Different functions, according to context:  Talk; Use; 
            Pick Up/Throw Item; Grapple
X           Light attack
O           Heavy attack

L1          Use Health Pack
R1          Use Energy Pack
L2          Call allies
R2          Use active character's mutant power (hold R2 + S, X, O, or T); 
            target lock

SELECT      Access Team Information Menu (pauses game)
START	      Access Options menu (pauses game)

R3          Change map size


BASIC COMBAT CONTROLS:

When an enemy approaches, you can whale the tar out of 'em with various 
combinations of X and O.  The X button utilizes a light attack that is very 
quick, but less damaging.  The O button is slower, but more damaging.  Ironic, 
no?

Here are some combos:

Triple Strike     X, X, X            Your basic button-masher.  Not fancy, but 
                                     good enough.
Knockback         O, O               Slower to execute, but more damaging.  
                                     Knocks enemy away from you.
Pop-Up            X, X, O            Knocks enemy straight up in the air.  Can
                                     add an air combo.
Trip              X, O, X            Knocks enemy down, leaving them helpless 
                                     for a split second.
Stun              O, X, O, O         Leaves enemy unable to act for a couple of
                                     seconds.
Big Basic         X, O, O, X, X, X   Easy to use, and highly damaging.  Will 
                                     take out most minor enemies.

Quick n' Easy     O, X, X, X, X      Pointed out by alert reader Charles B.,
                                     all four button presses link to a fast and
                                     highly-damaging combo.

JUMPING ATTACKS

Pressing the Triangle button causes your active character to jump.  While in 
mid-air, you cab initiate some smackdown with the X button.  Pressing the O 
button after jumping causes your character to do a downward smash attack.	 

GRAPPLING

You can use the Square button at close range to attempt to grapple and throw 
your enemy.  Moving the Left Stick when you initiate a Throw lets you determine
what direction to toss 'em in.  Try to aim for objects and walls (extra damage)
or other enemies (damages both; the opponent being thrown takes less damage
than the one he lands on).  Be cautious with Grappling:  The Grapple animation
is relatively slow, and will open you up for attack.  The game's poor targeting
doesn't do you any favors.  NOTE:  "Boss" enemies cannot be thrown.

THROWING OBJECTS

By pressing the Square button near most objects, your character can pick it up
and carry it.  Pressing Square again or X will cause you to hurl the object in 
the direction you're facing.  Objects are sized from small to giant.  Any 
character can pick up a small or medium object, but large to giant objects 
require a character with super-strength and the requisite Might skill.  As a 
general rule, the larger the object, the more damage it does.  Some objects 
will explode on contact, for some nifty extra damage.  BE CAREFUL:  although 
you can't accidentally (or intentionally) punch or use a mutant power against
your teammates, you CAN hit them with a thrown object.  This advice brought to
you by a man who accidentally wiped out his entire team with a single explosive
barrel.

CHARGED OBJECTS

Gambit and Jubilee both have the ability to charge an object with energy by
standing right next to it and pressing R2+X.  If picked up and thrown, it will
explode for additional damage.  If not thrown, it will eventually explode on
its own.  Essentially, you can make your own grenades or landmines.

FASTBALL SPECIAL

I discovered this quite by accident.  If you have both Wolverine and a 
character with super-strength (Rogue, Beast, or Colossus) on the same team, you
can press the Square button to pick up Wolverine and hurl him at your enemies
for lots o' damage.  The echoes of my nerdy squeal of delight when I discovered
this are probably still bounding about the universe.  NOTE:  Alert reader Matt
T informs me that Nightcrawler can also be hurled in a Fastball Special.  I
have tried it, and it do seem to be all true and stuff.

DESTRUCTION

Many, if not most, objects and walls in the game are destructible, but some
objects are harder than others to break.  When a breakable object is struck, a
"durability" bar appears over it, which is depleted by further attacks.  Some
objects are fragile enough to be destroyed by any attack (e.g. cardboard
boxes), while others can only be destroyed by Destruction attacks.  Certain
mutant abilities add Destruction to the character's attack.  The higher the
amount of added Destruction, the quicker an object can be destroyed.  See
individual power descriptions in the PLAYABLE CHARACTERS section to determine
which skills and powers add Destruction to their attacks.  NOTE:  Most objects
will be destroyed when thrown, regardless of durability.  Also, Gambit and
Jubilee's Energy Charge will cause an object to explode automatically.

KNOCKBACK

Certain attacks and skills contain Knockback as a bonus statistic.  When one of
these attacks connects, the stricken opponent is flung back for a distance.
The higher the Knockback stat, the farther the opponent is sent away.  If the
opponent hits something while being flung back, they will take additional
damage.  NOTE:  "Boss" enemies cannot be knocked back.

POP-UP

Certain attacks and skills will knock an opponent straight up in the air.
While airborne, enemies cannot defend, and you can juggle them with jumping
attacks for some extra damage.  NOTE:  "Boss" enemies cannot be popped up.

USING MUTANT POWERS

By holding down the R2 button, you bring up the active character's mutant power
HUD.  While holding down R2, press the corresponding button (S, T, O, X) of the
power you want to use.  It's that simple, folks.  Or, it should be.
Unfortunately, it's now time for:

A BRIEF WORD ABOUT THE GAME'S TARGET LOCK SYSTEM

When an enemy approaches, tap the R2 button, and a red targeting square should
appear around them.  As long as the targeting square is on them, you will
USUALLY automatically aim your mutant power at that enemy.  Unfortunately, a
side effect of the rare "X-gene" that gives them their powers has apparently
struck all of the X-Men with severe ADD, as the target lock square will
disappear when you least expect it.  There's nothing quite like the feeling you
get when you watch Storm blithely toss lightning bolts off into the wild blue
yonder while an enemy stands DIRECTLY BEHIND HER pummeling her HP down to
nothing.  Unfortunately, target lock only targets the closest enemy OR 
BREAKABLE OBJECT.  If you're really close to an object that you can use powers
on, sometimes the game will target that object instead of an enemy, and not let
you switch targets.  The results aren't pretty.

Basically, the target lock is nice when it works, but don't depend on it.
Without target lock, the X-Men will generally use their abilities in the
direction they're facing (sometimes they'll do this even WITH target lock).
Learning to manually aim may save your life one day.

COMBINING POWERS

When two X-Men use a mutant power attack on the same opponent simultaneously,
it causes a combined power combo that dishes out extra damage, as well as extra
exp when the enemy is defeated.  If the combo is successful, the name of the
combo and head icons of the involved X-Men will appear.  Cyclops and Storm each
have access to the "Leadership" skill, which give additional bonuses to both
damage and exp. on all power combos executed while they are on the team.  Power
combos are invaluable for leveling up your characters later in the game.

X-TREME POWERS

When an X-Man reaches Level 15, they can unlock their X-Treme Power on the
Skill Upgrade Menu.  This is the character's highest level of attack, and can
only be used if you have a full X-treme gauge.  It is activated by pressing
R2+T.

Once X-treme powers are unlocked, some enemies and breakable objects will give
up little blue "X" symbols when defeated.  Each symbol you collect fills a
portion of the X-treme gauges displayed next to the character HUD.  When all
four sections of an X-treme gauge are filled, the X-treme power can be used.
X-treme gauges are shared by the party, and depleted when an X-treme power is
activated.  Once X-Treme powers are unlocked, the team starts with the ability
to fill one gauge.  As the game progresses, you'll earn additional gauges, to
a maximum of five.

It should be noted that X-treme powers rely solely on the X-treme gauges.
They do not deplete your EP.

PUZZLE-SOLVING WITH MUTANT POWERS

Frequently, while on a mission, you will come across obstacles or objectives
that can only be passed by judicious use of mutant powers.  For example,
Iceman, Magma, and Jean Grey can use their power to create a bridge over
certain areas, so that their teammates can cross.  Often, areas that require
the use of a mutant power will be marked with a spinning blue "X" symbol.
While standing on the symbol, activate the appropriate power.  There's a rather
frustrating bug that can occur sometimes.  See GLITCHES AND BUGS for further
details.

MOVEMENT ABILITIES

Certain characters have additional movement powers that can be activated by
double-tapping the Jump (Triangle) button, once unlocked.  Most movement
abilities eat your energy gauge alive, so use them sparingly:

     FLIGHT:  (Storm, Rogue, and Jean Grey)  Double-tap the Triangle button to
     fly.  Fairly useless at lower skill levels, as it can suck your energy
     gauge dry.  As Flight is leveled up, it uses less energy per second, and 
     you can also pick up an ally and carry them by pressing the Square 
     button while hovering right over them.  Flight is excellent for scouting 
     an area, as you are out of range of most enemy attacks.  Some areas are 
     only accessible by Flight.  You can fight while flying (which takes extra
     energy from your energy gauge), but you cannot use any other mutant 
     abilities until you land.  While in flight, press the Triangle button to 
     ascend, and the Square button to descend.  The X button attacks
     repeatedly, while the Circle button causes you to perform a power dive 
     attack that ends your flight.  I recommend having at least one character 
     with Lvl 5 Flight.  At Lvl 5, it only takes 5 EP per second to remain 
     aloft, and you can carry an ally.  With a high enough Focus, the flying 
     character regenerates EP faster than the Flight depletes it, allowing you 
     to remain aloft indefinitely.  At lower skill levels, Flight is best used
     as a jump enhancement to reach high ledges:  fly straight up and quickly
     land on the ledge; if you do it quickly enough, the EP drain per second
     won't have time to activate.

     DOUBLE-JUMP:  (Beast and Nightcrawler)  The double-jump adds another body
     length of height to your jump, allowing you to reach higher ledges.  Not a
     must-have, but it only takes one skill point to enable it.

     SLIDING:  (Magma and Iceman)  Double-tap and hold the Triangle button to
     create a slide.  You will move forward 10' per skill level (for the first
     four skill levels), and indefinitely at skill level five.  While sliding,
     you can steer left or right with the left stick, but the turn radius is
     pretty extreme.  If you collide with an object or enemy, it will end the
     slide, but causes energy damage to whatever you hit.  Like flight, sliding
     allows you to move over areas that are not accessible by ground.  Unlike
     flight, the slide uses more energy per skill level, and can eat your gauge
     quickly.  Also, if you end your slide (reach distance limit, hit an
     object, or just let go of the Triangle button) prematurely, you could
     potentially plummet to your death.  It looks really neat, but use with
     caution.

     CHARGING:  (Colossus)  Double-tap and hold the Triangle button, and
     Colossus will jump up in the air and land in a lumbering charge.  He will
     continue moving forward until he hits something, runs out of energy, or
     you let go of the Triangle button.  Hard to use as an attack when you're
     already in the thick of battle, but excellent at reaching distant
     opponents quickly and smacking the bejeezus out of 'em, as the Charge is
     much faster than Colossus's standard running speed.  You can steer left
     or right with the left stick while charging, but Colossus's
     maneuverability is even worse than Magma and Iceman's slide attacks.

ENERGY MELEE ATTACKS

Some characters (Storm, Jean Grey, Magma, Emma Frost, Psylocke, Iceman, Gambit)
can use skill points to add energy damage to their melee attacks.  This bonus
is automatic, and can more than make up for low Striking stats.  Storm, Magma,
Iceman, and Gambit add energy damage, while Jean, Emma, and Psylocke add mental
damage.  The only drawback is when fighting against enemies who are resistant
to energy or mental attacks, as both melee and mutant power attacks from these
characters will be very ineffective.  Please note that mental damage affects
energy-shielded enemies normally, while energy damage will affect 
mentally-shielded enemies.  Enemies that are resistant to physical damage 
will still take the full amount of bonus energy damage when hit by a melee
attack.

TOUCH DAMAGE

Touch damage is similar to energy melee, except you don't have to attack to
inflict damage.  Certain powers will give characters an aura that will damage
enemies just by bumping into them.  Needless to say, enemies that use melee
attacks against a touch damage-equipped character will take almost as much
damage as they give.

CALL ALLIES

Pressing the L2 button will cause computer-controlled teammates to respond to
your active character.  If not in combat, pressing L2 will call your teammates
to your side, which is useful for rounding up stragglers.  If engaged in
combat, it will cause your teammates to use a predetermined power (see MENUS
section) on the enemy you're fighting, which is very useful for combining
powers to get damage and exp bonuses, when timed right.

SEPARATION ANXIETY

Occasionally, your party will get officially separated, when one character will
take a path that the others can't.  When this happens, white pulsing circles
will appear around the X-Men's feet, indicating that the active character is on
his or her own until the team reunites.  While separated, the party stops
acting and moving as a team, and AI characters will remain where they're left.
When the characters are all reunited, the white circles disappear, and team
movement is re-enabled.  There is an occasional glitch with this, however.  See
GLITCHES AND BUGS for more details.

ON-SCREEN MAP

The R3 button (pressing in on the Right Stick) toggles the On-Screen Map, which
shows your immediate area in a semi-transparent display.  Pressing the R3
repeatedly will toggle the Map between small, large, and off.  The map will
show mission objectives as a gold "X" symbol, giving you an idea of where to
head.  Xtraction points are marked on the map as a blue "X" symbol, and exits
are marked as a red wavy line looking thing.  One thing the map is lacking is a
compass, which is going to make the walkthrough portion of this FaQ a major
pain in the ass to write, much less follow:  "Okay, you go around the, 
uh, thing...  And you come to another thing in another direction, possibly
left."

LEVELING UP

Unsurprisingly, defeating enemies earns you exp.  Get enough exp, and your
characters will go up a level, as well as earn skill points to put towards
upgrading stats, buying new skills and powers, and upgrading existing ones.
See TEAM INFORMATION MENU for details on using skill points.

Exp rewards are shared by all characters.  Characters currently active in a
team level up faster than inactive characters, but all recruited characters
will gain some exp, whether you use them in your team or not.

PICK-UPS

     HEALTH AND ENERGY

     Health (red flask) and Energy (blue square thingie) pick-ups are fairly
     common.  They're dropped by enemies, found inside breakable objects, and
     sometimes just lying around.  Later in the game, they can be bought from
     the Morlock Healer by trading Tech Bits.  If there is room in your
     inventory, just moving over them will pick them up.  Pressing L1 will 
     refill your active character's health, and R1 will refill his or her
     mutant energy gauge.  At the start of the game, you can carry a maximum of
     10 each, but your maximum load increases as the game progresses.

     TECH BITS

     The game's equivalent of money, these are also picked up by moving over
     them.  They can be traded to Forge for equipment, or to the Morlock Healer
     for healing items (later in the game).  Tech bits can be found inside
     objects, or dropped by enemies.

     X-TREME POWER ICONS

     These little blue "X" symbols start appearing when you've unlocked a
     character's Level 15 X-Treme move.  Just move over them to replenish your
     "X" gauges, if you have room.

     EQUIPMENT

     Equipment is divided into three categories:  Armor (adds to defense, or
     shields against certain types of attack), Belts (raise stats, enhance
     passive physical abilities, i.e. healing, energy regeneration, etc.), and
     Backpacks (enhance combat abilities).  Equipment can be dropped by
     enemies, found inside objects, or bought from Forge by trading Tech Bits.
     Equipment can be assigned to different characters in the TEAM INFORMATION
     MENU.  Equipment must be manually picked up by pressing the Square button.

     COMIC BOOKS

     Hidden in places throughout the game, comic books can be collected and the
     covers viewed in the Library when between missions at the X-Mansion.  
     Comic books come with special bonuses when viewed, so collect 'em all.  
     Comics are picked up with the Square button.  They look like, well, comic
     books.  Only spinny.  NOTE:  I have verified that you ONLY get the extra
     stat bonuses by checking your comic collection at the Library in the
     Mansion.

     DANGER ROOM TRAINING DISCS

     Danger Room discs are also hidden throughout the game.  Finding them 
     unlocks new Danger Room training missions.  As completing certain missions
     in the Danger Room can earn you special bonuses and items not available
     elsewhere in the game, I highly advise you to keep an eye out for these.
     They're represented by a spinning disc symbol.

     PETER'S SKETCHBOOK

     These hidden spinning notebook things allow you to view concept art from
     the game in Colossus's room back at the X-Mansion.  Not a must-have, but
     still kinda cool.

     SKILL POINTS

     Very rare pick-up.  This resembles a rotating gold "SP".  Move over it to
     pick it up, and the active character gains an extra skill point to put
     towards the power or skill of their choice.

     STAT POINTS

     Another very rare pick-up.  More glowy rotating initials.  Move over it to
     get an extra stat point to use as you wish.

XTRACTION POINTS

These are found scattered throughout every level.  Xtraction points look like a
giant blue glowy "X" symbol on the ground.  Pressing the Square button while on
an Xtraction Point brings up a menu of options.  Here, you can save or load
your game, switch out team members, or access Danger Room training missions
(see DANGER ROOM section).  Xtraction Points are also the only place you can
resurrect a dead teammate.

By choosing to change your team from the Xtraction Point menu, you will be
taken to the TEAM INFORMATION MENU, which has the added option of replacing
team members.  Select the team member you want to replace, and a list of
inactive team members will appear.  Select the new team member, and they will
replace the old one.  You can swap out the entire team, or just change to
members with specific abilities you might need to get through the
level.

BRING OUT YOUR DEAD

If a teammate dies, the surviving team members can go to an Xtraction Point to
revive them.  Go to the Team Change menu, select the empty spot on the team
(or replace a character), select your dead character from the inactive roster,
and you can revive them in exchange for Tech Bits.  That's it.  Jean Grey
could've spared everyone on the team a whole lot of misery and anguish after
the Phoenix Saga, if she had only been more frugal with her Tech Bits.  Selfish
cow.


V. MENUS

TEAM INFORMATION MENU

Pressing SELECT will pause the game and bring up the Team Information Menu.
This is where you go to view a character's statistics, as well as change their
equipment and upgrade their skills and powers.

Move your cursor over the character you want to view.  Pressing the Circle
button will take you to the Details screen, where you can add Stat and Skill
points, as well as change equipment.

There are three screens in the Details menu.  The first screen allows you to
allocate stat points and set the AI behavior for computer control of the
character.  The second screen allows you to allocate skill points, purchasing
and improving mutant powers and special skills.  The third screen shows the 
character inventory, and allows you to change equipment.  You can switch
between screens by moving the D-Pad or the Left Stick, and can change the
character by pressing L1 or R1.  Pressing the Triangle button will take you
back one screen, and pressing the START button will exit the menu completely.

     STATS

     Level  Do I need to explain this one?  The higher the level, the more 
            powerful the character.  Also, some skills and powers are only
            unlocked when the character reaches a certain level (see individual
            descriptions).

     HP     The character's health.  If this reaches zero, they join the Choir
            Invisible.  Can be replenished with Health Pick-ups.  Wolverine is
            the only character who can regenerate HP automatically, although
            some equipment will allow other characters to regenerate.

     EP     The character's mutant energy.  Goes down with every use of a
            mutant ability.  Mutant powers require a set amount of energy to be
            used (see individual descriptions).  Unlike HP, EP regenerates over
            time.  It can also be replenished by using an Energy Pick-Up.

     Exp    Gained by defeating enemies, completing some quests, and certain
            other events.  Your characters will automatically go up a level
            when they gain enough exp, earning stat and skill points in the
            process.

     Str    The character's physical attack ability.  The higher it is, the
            harder you hit.  Attack is equal to Level plus Strike.

     Agi    The character's defense.  Reduces damage from attacks.  Defense is
            equal to Level plus Agility.

     Body   The character's endurance; determines maximum HP.  Base HP is equal
            to 25, plus 5 HP per Level, plus 10 HP per Body point (e.g. a Level
            6 character with a Body score of 6 would have 115 HP).

     Focus  The character's willpower; determines maximum EP and EP
            regeneration rate.  Base EP is equal to 30, plus 4 EP per level,
            plus 7 EP per Focus point, while EP regenerates at a rate of 1% per
            Focus point (e.g. a Level 10 character with a Focus of 10 would
            have 140 EP, which would regenerate at 14 EP per second).  Some
            equipment can increase this regeneration rate.

     AI LVL Allows you to set the default attack strategy of a character when
            computer-controlled:
            AGGRESSIVE  Rushes headlong into battle; usually attacks active
                        character's target.  Uses mutant powers more often.
            NORMAL      Is more selective of targets; uses mutant powers more
                        sparingly.
            DEFENSIVE   Stays out of battle, only fighting if personally
                        attacked.
            As a general rule, set your "tank" characters to AGGRESSIVE, and
            everyone else to NORMAL.  Save DEFENSIVE for times when a character
            may be low on hp, you're almost out of Health Pick-Ups, and there's
            not an Xtraction Point in sight.

     AI HEAL Determines how often computer-controlled characters will use
             Health Pick-Ups.  Can be set to "Never," "less than 40% HP," and
             "Less than 20% HP."  This setting is the same for all members of
             the team, and cannot be individually adjusted.  Also, the computer
             AI will not use a Health Pick-Up if you only have 1-2 in your
             inventory.  Personally, I've never seen a computer-controlled
             character EVER use a Health Pick-Up on its own, regardless of the
             AI setting, and spend a lot of time dashing from character to
             character, healing them.

     AI PWR  Select which power the computer-controlled character will use if
             the "Call Allies" button is pressed.  X-treme powers CANNOT be
             selected as an AI power.

When your character goes up a level, he will automatically gain in one or more
stats, and you will one or two extra stat points to add to either Str, Agi,
Bod, or Foc.  Press the X button to add a stat point, or the Square button to
delete an added stat point so it can be used elsewhere (NOTE:  You can only
delete a stat point that you have manually allocated; also, once you return to
play with that character, any allocated points are permanently changed, and
cannot be subtracted later).  Pressing the Circle button lets the computer
auto-allocate points, but why would you want to do that?

SKILLS AND POWERS

The second menu screen allows you to use skill points to purchase new skills
and powers, or to improve those you have already learned.  Most powers and
skills have several levels, and improve significantly from level to level.
Most skills, powers, or skill levels require that your character be a certain
level before the skill can be purchased or improved.

To allocate skill points, highlight the power or skill you want to assign the
point to.  The information at the bottom of the screen will tell you current
level information, how the next level will improve, and what character level
prerequisites you must meet (if any).  Skill Point allocation is done just like
Stat Point allocation:  press "X" to add a point, or "Square" to delete a
point.

Powers are slightly different from skills.  First of all, while new skills can
be purchased with a single stat point, new powers cost TWO skill points. After
that, however, it only takes one skill point per level to improve a power.
Each character will eventually have access to four different powers:  two
attack powers, one defensive power, and one "X-Treme" power.  In addition, the
three basic powers have two or more tiers.  Once a power has been leveled up
all the way, two skill points can be allocated to the next tier, upgrading
that particular ability to a more powerful form.  For example:  Wolverine
starts out with the "Brutal Slash" ability at Lvl 1.  As he goes up in
experience, he allocates skill points to "Brutal Slash," bringing it up to Lvl
5.  He then allocates two skill points to the second tier, changing his "Brutal
Slash" attack to the more powerful "Eviscerate," which will start over at
Lvl 1.  Lather, rinse, and repeat.

Please refer to the PLAYABLE CHARACTERS section for more information on
character-specific skills and abilities.

EQUIPMENT

The third menu screen allows you to assign equipment you've purchased or found
to individual team members.  Each team member can equip one backpack, one belt,
and one armor.  Just select the type of item you want to equip, and then choose
the item from the inventory list.

OPTIONS MENU

Pressing the START button pauses the game and brings up the Options menu.
Here, you can review your Mission Objectives, change game options, access
multiplayer options, Load a saved game, or Quit to the title screen.  Oddly
enough, you can also access the Team Information Menu from here, which seems a
tad redundant.  You can also set your On-Screen Map display, for those who
still haven't figured out where the R3 button is.

	
VI.  PLAYABLE CHARACTERS

Here you will find all of the playable characters for X-Men Legends, including
a brief history of the character, suggestions for leveling up and using skills,
a list of all skills and powers available, and how they upgrade and change
with added skill points.  Many powers and skills require a minimum character
level (CL) before they can be used or improved; if I've listed an ability as
requiring CL 1, it just means that there is no minimum level.  Please note that
bonuses from improving abilities ARE NOT CUMULATIVE.  When a defensive ability
states that it decreases Dmg by x amount (e.g. -10 Dmg), it subtracts that
amount from each damage roll against that character.

BEAST (Dr. Henry McCoy)

     One of the five original X-Men, Hank McCoy earned the nickname "Beast"
     playing college football, due to his incredible strength, speed, and
     agility.  Professor Xavier revealed to him that his physical abilites were
     due to genetic mutation, and he joined the X-Men, adopting his old college
     nickname as his codename.  Originally normal in appearance, later further
     mutation evolved him into his current familiar blue, furry form.  Beast is
     incredibly strong and agile.  He has extraordinary dexterity, and is
     capable of using his feet to manipulate objects as well as his hands.  He
     is also possessed of a genius-level IQ, and is considered a world-renowned
     expert on genetics, as well as being a top-notch scientist in other
     fields.  

     Beast is very gentle in nature, with a dry wit, and is particularly
     close to Iceman, his best friend.  Hank has served on several other
     superhero teams in the past, including the Defenders, the Champions of Los
     Angeles, and the Avengers.  He remains in good standing with the Avengers
     today.

     Beast is, quite simply, a tank.  You should develop his Striking, Agility,
     and Body stats accordingly, but don't ignore Focus, as his Propeller Kick
     is devastating in a group of enemies.

     Beast is available as a party member at the beginning of Mission Two, at
     the HAARP facility.  He is voiced by Richard Doyle, a veteran character
     actor with dozens of tv and voice credits to his name.

     ABILITIES

     Pinball (R2+X)  Rolls into a ball and spins into enemies.  Decent range.
          Lvl 1   15-18 Phys Dmg; 10 EP (initial).
          Lvl 2   25-31 Phys Dmg; 15 EP (CL 3).
          Lvl 3   50-63 Phys Dmg; 20 EP (CL 5).
          Lvl 4   80-100 Phys Dmg; 25 EP (CL 7).
          Lvl 5   100-125 Phys Dmg; 30 EP.

     Cannon Ball (R2+X)  More powerful version of Pinball.
          Lvl 3   150-165 Phys Dmg; 305 Knockback; 50 EP.
          Lvl 4   175-215 Phys Dmg; 370 Knockback; 55 EP (CL 21).

     Legend Ball (R2+X)

     Propeller Kick (R2+O)  Spinning handstand kick; hits enemies around him.
          Lvl 1   15-18 Phys Dmg; 5' range; 25 EP (CL 5).
          Lvl 2   25-31 Phys Dmg; 6' range; 30 EP (CL 7).
          Lvl 3   50-63 Phys Dmg; 6' range, 35 EP (CL 9).
          Lvl 5   100-125 Phys Dmg; 7' range; 45 EP.

     Propeller Lash (R2+O)  More powerful version of Propeller Kick.
          Lvl 1   125-150 Phys Dmg; 8' range; 90 Knockback; 55 EP.
          Lvl 2   150-165 Phys Dmg; 9' range; 245 Knockback; 60 EP (CL 22).

     Legend Propeller (R2+O)

     Beastial Feats (R2+S)  Temporarily decreases damage received.
          Lvl 1   15 sec; -5 Phys Dmg; 60 EP (CL 5).
          Lvl 2   16 sec; -8 Phys Dmg; 70 EP (CL 7).
          Lvl 3   17 sec; -10 Phys Dmg; 80 EP (CL 9).

     Beastial Instinct (R2+S)  Temporarily decreases damage and raises defense.
          Lvl 3   24 sec; -13 Phys Dmg; +5 Agi; 120 EP.

     Beastial Soul (R2+S)  Temporarily decreases damage, raises defense, and
                           increases jump range.
          Lvl 3   36 sec; -20 Phys Dmg; +12 Agi; +150% Jump; 160 EP.

     Orbital Bombardment (R2+T)  X-treme power.  Calls satellite beam to strike
                                 all enemies on screen.
          Unlocked at CL 15.

     Toughness (auto)  Raises max HP.
          Lvl 1   +10% max HP (CL 10).

     Mutant Mastery (auto)  Raises max EP.
          Lvl 1   +10% max EP (CL 10).

     Acrobatics (auto)  Allows double-jumping, and permanently raises Agility.
          Lvl 1   +2 Agi (CL 1).
          Lvl 2   +4 Agi (CL 1).
          Lvl 3   +6 Agi (CL 1).
          Lvl 4   +8 Agi (CL 1).
          Lvl 5   +10 Agi (CL 1).

     Grappling (auto)  Improves Strike, and reflects melee damage back at
                       attackers.
          Lvl 1   +2 Str; reflects 4-5 Melee Dmg (CL 1).
          Lvl 2   +4 Str; reflects 9-11 Melee Dmg (CL 1).
          Lvl 3   +6 Str; reflects 15-18 Melee Dmg (CL 1).
          Lvl 4   +8 Str; reflects 25-31 Melee Dmg (CL 1).
          Lvl 5   +10 Str; reflects 50-63 Melee Dmg (CL 1).

     Critical Strike (auto)  Improves chance of critical physical attack.
          Lvl 1   +2% chance critical (CL 1).
          Lvl 2   +4% chance critical (CL 7).
          Lvl 3   +6% chance critical (CL 12).

     Might (auto)  Increases melee Dmg; allows you to pick up larger objects.
          Lvl 1   +5% Dmg; Heavy objects; +3 Destr (initial).
          Lvl 2   +10% Dmg; Massive objects; +5 Destr (CL 1).
          Lvl 3   +15% Dmg; Gigantic objects; +8 Destr (CL 1).

     Beast is a powerhouse, but his melee fighting is oddly slow.  You will
     probably want to rely more on his mutant attacks, which is why I recommend
     building up his Focus pretty well.  He is one of the three X-Men with
     super-strength, allowing him to destroy most objects with normal punches.
     The Might skill is awesome; when leveled up, he is capable of picking up
     and throwing most objects, including cars and trucks.  He is also able to
     perform a Fastball Special when teamed up with Wolverine.  His Beastial
     Soul power enhances his jump distance, allowing you to clear half a screen
     with a single jump.  His Propeller attacks damage all enemies in a circle
     around him; at higher levels, you can take out entire groups at once.  Set
     his AI Level to Aggressive, with Propeller Kick as his default power.

COLOSSUS (Piotr "Peter" Nikoleivitch Rasputin)

     Raised as a simple farmer in a remote collective farm in Siberia, Peter
     discovered his mutant abilities while attempting to shield his little
     sister Illyana from a runaway tractor.  He discovered he had the ability
     to transform his body into solid steel, vastly increasing his strength,
     and rendering him nearly indestructible.  Soon after, he was contacted by
     Professor Xavier and enlisted into the X-Men.  He served with the X-Men
     with honor for years.  Unfortunately, he suffered several losses in a 
     relatively short period of time.  His parents were murdered, and Illyana
     came to live with him in the US.  Unfortunately, she became one of the
     first victims of the mutant-killing Legacy Virus.  These losses filled
     him with self-doubt, and during a subsequent battle with Magneto, he 
     suddenly left the X-Men to join Magneto's Acolytes.  It was later
     discovered that a brain injury was causing him to behave irrationally. 
     The X-Men kidnapped him and corrected the injury, but he returned to
     Magneto, as he had given his word.  Eventually, he left the Acolytes and
     served for a time with his former paramour Shadowcat on the British team
     Excalibur.  Still haunted by the loss of Illyana to the Legacy Virus, 
     he eventually sacrificed his life to create a cure, although
     recent events have shown that he may still be alive.  As previously
     stated, Peter had the ability to transform his body into solid steel,
     giving him superhuman strength and near-invulnerability.  While in steel
     form, he had no need to eat or breathe, and could survive for a time in
     extreme environments, such as underwater or in the vacuum of space.  

     A very simple and gentle man, Peter was well-loved by all of the X-Men, 
     and was in a relationship for a time with Shadowcat.  He was a talented 
     painter.

     Colossus is another tank, and his Strike, Agility, and Body should be
     modified accordingly.  As a super-strong character, he has access to the
     Might skill, allowing him to hurl objects with the best of 'em.

     Colossus becomes available for recruitment following the mission at the
     Russian Nuclear Power Plant.  He is voiced by Earl Boen, who has made the
     alarming choice of voicing Colossus to sound like Crazy Alcoholic Uncle
     Dmitri from the Olde Country (I'm not a big fan of this particular voice
     work, can you tell?).

ABILITIES

     Power Smash (R2+X)  Powerful lunging punch.
          Lvl 5   125-150 Phys Dmg; 5 Destr; 305 Knockback; 30 EP.

     Titanic Smash (R2+X)  Extra-powerful lunging punch.
          Lvl 3   250-310 Phys Dmg; 5 Destr; 500 Knockback; 50 EP.
          Lvl 4   300-375 Phys Dmg; 5 Destr; 555 Knockback; 55 EP (CL 21).

     Titanic Legend (R2+X)

     Concussion Slam (R2+O)  Handclap that produces an arcing shockwave.
          Lvl 5   50-63 Phys Dmg; 245 Knockback; 2 Destr; 10' range; 45 EP.

     Concussion Blast (R2+O)  Upgraded shockwave; higher damage.
          Lvl 1   80-100 Phys Dmg; 305 Knockback; 5 Destr; 20' range; 55 EP.
          Lvl 2   100-125 Phys Dmg; 370 Knockback; 5 Destr; 20' range; 60 EP
                  (CL 22).

     Concussion Legend (R2+O)

     Steel Skin  (R2+S)  Increases protection for Colossus's armor.
          Lvl 3   17 sec; -13 Phys Dmg; -33% Pain; 80 EP.

     Titanium Skin (R2+S)  Upgraded armor; adds Beam protection.
          Lvl 3   24 sec; -20 Phys Dmg; -13 Beam Dmg; -66 Pain; 120 EP.

     Osmium Skin (R2+S)  Upgrades further; immune to pain, and deflects Phys.
          Lvl 3   36 sec; -50 Phys Dmg; -20 Beam Dmg; 50% chance to deflect
                  Phys Dmg; 160 EP.

     Seismic Smash (R2+T)  X-treme power.  Smashes ground, sending shockwave
                           in 360 degree radius.
          Unlocked at CL 15.

     Colossus Charge (T+T)  Colossus sprints, charging into enemies.
          Lvl 5   80-100 Phys Dmg; 10 Destr; 305 Knockback; 50 EP.

     Toughness (auto)  Increases max HP.
          Lvl 1   +10% max HP (CL 10).

     Mutant Mastery (auto)  Increases max EP.
          Lvl 1   +10% max EP (CL 10).

     Critical Strike (auto)  Increases chance of critical melee attacks.
          Lvl 1   +2% chance of critical.
          Lvl 2   +4% chance of critical (CL 7).
          Lvl 3   +6% chance of critical (CL 12).

     Knockback (auto)  Adds additional Knockback to all Knockback attacks.
          Lvl 5   +305 Knockback.

     Might (auto)  Increases melee Dmg, lifting strength, and Destr.
          Lvl 3   +15% Dmg; Gigantic Objects; +8 Destr.

     Colossus is the strongest of the three super-strong X-Men, with the most
     damaging physical attacks.  His main drawback is his slowness; his Smash
     attack will often miss because his target has moved during the attack
     animation.  This weakens his effectiveness against single opponents.
     Where he shines is in crowd control.  His Concussion Slam/Blast is
     excellent in taking out large groups of opponents, especially with the
     extra Knockback provided by the Knockback skill.  Level up his Concussion
     Slam/Blast as quickly as you can, as well as his Knockback skill.  Set his
     AI Level to Aggressive, with Concussion Slam/Blast as his default power.

CYCLOPS (Scott Summers)

     The very first X-Man, Cyclops has served on and off with the team since
     its inception.  He is a skilled leader and tactician, and commands the
     respect of nearly everyone he meets (Wolverine being a notable exception).
     He tends to be very serious and introspective in nature.  His body is a
     living battery, absorbing solar energy and converting it into power for
     his optic blast, a beam of concussive force projected from his eyes.  Due
     to brain damage from a childhood accident, he is unable to shut this power
     off, and has to wear special ruby quartz lenses to keep from destroying
     everything he sees.  

     Cyclops is particularly close to the other original X-Men, Beast, Angel, 
     and Iceman, and is in a long-standing relationship with Jean Grey.

     Cyclops is a good all-around character, with nice long-range attacks.  His
     optic beam attack is very quick, and doesn't use very much energy, and his
     Optic Sweep is particularly good for flinging back crowds of enemies.  His
     leadership skill is excellent for increasing earned exp at higher levels.
     His starting stats are highest in Agility and Focus, but Strike and Body
     are fairly low.  Build up his Body stat as best you can, but plan on
     putting lots of points into Focus, as he should mostly rely on his mutant
     abilities.

     Cyclops becomes available during the first mission, after defeating
     Mystique.  He is voiced by Robin Atkin Downes.

     ABILITIES

     Optic Beam (R2+X)  Long-range optic attack.  Can be used to weld.
          Lvl 1   9-11 Energy Dmg; 1 Destr; 10 EP (initial).
          Lvl 2   15-18 Energy Dmg; 2 Destr; 15 EP (CL 3).
          Lvl 3   25-31 Energy Dmg; 3 Destr; 20 EP (CL 5).
          Lvl 4   50-63 Energy Dmg; 3 Destr; 25 EP (CL 7).

     Optic Blast (R2+X) 

     Legend Blast (R2+X) 

     Optic Sweep (R2+O)  Wide beam attack.  Less powerful than Optic Beam, but
                         knocks back several enemies at once.
          Lvl 1   4-5 Energy Dmg; 1 Destr; 120 Knockback; 25 EP (CL 5).
          Lvl 2   6-8 Energy Dmg; 1 Destr; 190 Knockback; 30 EP (CL 7).
          Lvl 3   9-11 Energy Dmg; 1 Destr; 245 Knockback; 35 EP (CL 9).

     Optic Slam (R2+O)

     Legend Slam (R2+O)

     Tactics (R2+S)  Buffer skill that raises combat abilities.
          Lvl 1   15 sec; +2 Str; +2 Agi; 60 EP (CL 5).
          Lvl 2   16 sec; +4 Str; +4 Agi; 70 EP (CL 7).
          Lvl 3   17 sec; +6 Str; +6 Agi; 80 EP (CL 9).

     Strategy (R2+S)

     Command (R2+S)

     Optic Rage (R2+T)  X-Treme Power!  Fires a high-power wide-range optic 
                        blast.
          Unlockable at CL 15.

     Toughness (auto)  Increases maximum HP.
          Lvl 1   +10% max HP (CL 10).
          Lvl 2   +20% max HP (CL 12).

     Mutant Mastery (auto)  Increases maximum EP.
          Lvl 1   +10% max EP (CL 10).
          Lvl 2   +20% max EP (CL 12).

     Accuracy (auto)  Increase chance of criticals for ranged attacks.
          Lvl 1   +2% critical chance (CL 1).
          Lvl 2   +4% critical chance (CL 1).
          Lvl 3   +6% critical chance (CL 1).
          Lvl 4   +8% critical chance (CL 1).
          Lvl 5   +10% critical chance (CL 1).

     Critical Strike (auto)  Increase chance of criticals for physical attacks.
          Lvl 1   +2% critical chance (CL 1).
          Lvl 2   +4% critical chance (CL 7).
          Lvl 3   +6% critical chance (CL 12).

     Leadership (auto)  Damage and exp bonus to any combo done while on team.
          Lvl 1   +25% Dmg; +5% exp (CL 4).
          Lvl 2   +50% Dmg; +10% exp (CL 9).
          Lvl 3   +75% Dmg; +15% exp (CL 14).

     Point Blank Shot (auto)  Increases damage done by ranged attacks within
                              10 feet.
          Lvl 1   +10% Dmg (CL 4).
          Lvl 2   +20% Dmg (CL 9).
          Lvl 3   +30% Dmg (CL 14).

     Cyclops is a capable hand to hand combatant, but his low initial Str stats
     will make you rely more on his ranged attacks.  Although his optic blasts
     don't do very much damage at low levels, they improve nicely once you've
     invested some skill points towards improving his ranged damage.  His Optic
     Sweep is particularly useful for when you're swarmed by enemies, as it can
     knock back several at once.  If you can spare the points for his
     Leadership skill, the damage and exp bonuses add up nicely, especially
     later in the game, when it's harder to level up your characters.
     Set his AI Level to Normal, with Optic Beam as his AI Power.

EMMA FROST (aka White Queen)

     Emma originally appeared as an enemy of the X-Men.  As the White Queen,
     she was a co-leader of the Inner Circle of the Hellfire Club, and used her
     mutant telepathic abilities and influence to further her own ambitions.
     She began her own recruitment drive of young mutants and formed a team of
     mutants dubbed the "Hellions," based at the exclusive Massachusetts
     Academy, where she was headmistress.  Unfortunately for her, they were
     attacked by Sentinels programmed by the villainous future mutant, Trevor
     Fitzroy, an attack that left Emma in a coma.  When she awakened, she found
     that the young mutants under her care had almost all been slaughtered by
     Fitzroy.  These traumatic events led her to repent of her earlier actions,
     and she became an associate of the X-Men.  Eventually, Professor Xavier
     entrusted a new group of young mutants under her care, and she and Banshee
     became co-mentors for the group Generation X, based once more out of her
     Massachusetts Academy.  After the group eventually disbanded, she returned
     to the X-Men.  Recently, she has discovered she has the ability to
     transform her body into a diamond-like substance, making her nearly
     indestructible.  

     Emma's mutant abilities are unique, in that she does not have a directly
     damaging mutant power (until upgraded).  Instead, her abilities disable or
     disorient large groups of enemies.  As you have the option to add psychic
     damage to her melee attacks, concentrate more on enhancing her Agility,
     Body, and Focus.  Her melee abilities increase significantly when in her
     diamond form.

     Emma Frost becomes available as a team member on the first mission to the
     Astral Plane to rescue Illyana.  She is voiced by Bobby Holliday.

     ABILITIES

     Confuse (R2+X)  Causes enemies to stop attacking for a brief time.
          Lvl 5   1-7 sec; short range; 30 EP.

     Command  (R2+X)  Causes enemies to attack each other briefly, while
                      increasing their stats.
          Lvl 1   2-10 sec; med range; +2 to stats; 40 EP.
          Lvl 2   2-11 sec; med range; +4 to stats; 45 EP (CL 17).

     Legend Command (R2+X)

     Fear (R2+O)  Causes enemies to run away for short duration.
          Lvl 5   1-7 sec; short range; 45 EP.

     Terror (R2+O)  Causes enemies to run away, while decreasing their stats.
          Lvl 1   2-8 sec; med range; -2 to stats; 15-18 Dmg; 55 EP.
          Lvl 2   2-9 sec; med range; -3 to stats; 25-31 Dmg; 60 EP (CL 22).

     Legend Terror (R2+O)

     Psychic Shell (R2+S)  Changes into diamond form, increasing defense.
          Lvl 3   17 sec; -13 Phys Dmg; -33% pain; 80 EP.

     Diamond Shell (R2+S)  Upgraded diamond form, adds resistance to beam
                           attacks.
          Lvl 3   24 sec; -20 Phys Dmg; -13 beam Dmg; -66% pain; 120 EP.

     Impervious Shell (R2+S)  Adds further protection.
          Lvl 3   36 sec; -50 Phys Dmg; -20 Beam Dmg; -100% pain; 160 EP.

     Psychic Bedlam (R2+T)  X-treme power.  Damages and stuns all enemies.
          Unlocked at CL 15.

     Psionic Strike (auto)  Adds mental damage to melee attacks.
          Lvl 3   15-18 Mental Dmg.

     Psionic Fury (auto)  More powerful version of Psionic Strike.
          Lvl 3   50-63 Mental Dmg.

     Hardness (auto)  Chance to reflect Phys Dmg back at enemies.
          Lvl 5   50% chance to reflect 100-125 Phys Dmg.

     Shell Might (auto)  Increases strength and damage while in shell form.
          Lvl 3   +15% Dmg; Gigantic objects; +8 Destr.

     Toughness  (auto)  Increases max HP.
          Lvl 1   +10% max HP (CL 10).

     Mutant Mastery (auto)  Increases max EP.
          Lvl 1   +10% max EP (CL 10).

     Critical Strike (auto)  Increases chance of critical physical attacks.
          Lvl 2   +4% critical chance.
          Lvl 3   +6% critical chance (CL 12).

     Given the nature of her abilities, Emma works best in a supportive role.
     Set her AI Level to Normal, with Confuse as her default power.  Fear works
     as well, but causes your opponents to scatter, making you have to chase
     them down.  You may want to use her as a melee fighter:  she attacks very
     quickly, and her Shell form and Psionic strike give her enhanced fighting
     capabilities.

GAMBIT (Remy LeBeau)

     Remy first came into contact with the X-Men when he encountered Storm, who
     had been kidnapped by the X-Villain Nanny and reduced in age to that of a
     young girl.  When Storm was eventually reunited with the X-Men, he came
     along with her, and soon joined them.  Although most of his past is
     shrouded in mystery, it is known that he belongs to the Thieves' Guild in
     New Orleans, and is highly trained in martial combat, preferring to wield
     a staff when fighting.  He has the mutant ability to charge an object with
     kinetic energy, causing it to explode.  He usually carries playing cards,
     which he charges and hurls as weapons.  

     Gambit is very secretive about his past, which has made it difficult for 
     the other X-Men to trust him.  His incessant flirting with Rogue led to a 
     genuine romantic attachment, although his shady past often interferes with
     them.  Out of all of the X-Men, he is closest with Storm and Rogue.

     Remy's natural speed and agility make him an effective close combat
     fighter.  Use your stat points to increase his Agility, Body, and Focus,
     primarily Agility and Focus.  As he has the ability to add Energy Dmg to
     his physical attacks, Strike should not be a high priority.

     Gambit becomes available for recruitment after successfully completing the
     first mission in the Morlock Sewers.  He is voiced by Scott MacDonald, a 
     character actor with numerous credits, the most interesting of which would
     have to be the killer snowman in the hilariously inept "Jack Frost"
     movies.

ABILITIES

     Charged Card (R2+X)  Hurls charged playing cards in an arc; can be used to
                          charge objects as well.
          Lvl 5   3 cards, 15-18 Energy Dmg each; 3 Destr; 30 EP.

     Charged Shuffle (R2+X)  Increases number of missiles; adds Knockback.
          Lvl 1   5 cards, 15-18 Energy Dmg each; 4 Destr; 120 Knockback;
                  40 EP.
          Lvl 2   5 cards, 20-25 Energy Dmg each; 5 Destr; 120 Knockback;
                  45 EP (CL 17).

     Staff Slam (R2+O)  Radial attack; knocks back and adds Energy Dmg.
          Lvl 5   50-63 Energy Dmg; 3 Destr; 245 Knockback; 7' radius; 45 EP.

     Staff Detonation (R2+O)  Upgraded radial attack.
          Lvl 1   80-100 Energy Dmg; 3 Destr; 370 Knocback; 8' radius; 55 EP.
          Lvl 2   100-125 Energy Dmg; 4 Destr; 370 Knockback; 9' radius; 60 EP
                  (CL 22).

     Staff Legend (R2+O)

     Kinetic Boost (R2+S)  Temporarily adds Energy Dmg bonus to melee attacks.
          Lvl 3   17 sec; +9-11 Energy Dmg; 80 EP.

     Kinetic Amplification (R2+S)  Upgrade; increases speed, affects adjacent
                                   allies.
          Lvl 3   24 sec; +20-25 Energy Dmg; +15% speed; 120 EP.

     Kinetic Mastery (R2+S)  Upgrade; affects all allies.
          Lvl 3   36 sec; +50-63 Energy Dmg; +30% speed; 160 EP.

     52 Pick Up (R2+T)  X-treme power.  Fires entire deck of cards into air,
                        exploding and damaging all opponents.
          Unlocked at CL 15.

     Kinetic Strike (auto)  Adds kinetic damage to punches and kicks.
          Lvl 3   +9-11 Energy Dmg; 4 Destr.

     Kinetic Fury (auto)  Upgrade to Kinetic Strike.
          Lvl 3   +20-25 Energy Dmg; 5 Destr.

     Overload (R2+X when adjacent to object)  Adds Energy Dmg to charged
                                              objects.
          Lvl 1   +15-18 Energy Dmg; 40 Knockback; 4' radius; 20 EP.
          Lvl 2   +25-31 Energy Dmg; 120 Knockback; 5' radius; 20 EP (CL 7).
          Lvl 3   +50-63 Energy Dmg; 190 Knockback; 6' radius; 20 EP (CL 12).

     Staff Master (auto)  Adds Energy Damage to staff attacks.
          Lvl 5   +100-125 Energy Dmg.

     Toughness (auto)  Increases max HP.
          Lvl 1   +10% max HP (CL 10).

     Mutant Mastery (auto)  Increases max EP.
          Lvl 1   +10% max EP (CL 10).

     Critical Strike (auto)  Increases chance of critical melee attacks.
          Lvl 1   +2% critical chance.
          Lvl 2   +4% critical chance (CL 7).

     Gambit is primarily useful as a demolition character, with his ability to
     charge objects and make them explode.  His Charged Card/Shuffle ability is
     more potent at close range, as all cards will hit a single target.  His
     Staff Slam is useful for clearing out groups of opponents.  Perhaps his
     most useful ability is his fully-leveled Kinetic Mastery, as all allies
     will have their attack damage increased, as well as their movement speed.
     Set his AI Level to Normal, with Charged Card/Shuffle as his default
     power.

ICEMAN (Bobby Drake)

     Another of the five original X-Men, Bobby's powers allow him to lower the
     surrounding temperature to sub-zero levels, producing ice.  He can use
     this ability for effects such as instantly sculpting objects of ice,
     creating protective shields, and traveling via a constantly-generating
     ice slide.  Originally, he would generate an icy protective sheath around
     himself, but as his powers developed, he became able to transform to solid
     ice.  

     The jokester of the X-Men, Bobby is rarely serious, a trait that
     masks deep insecurities.  Only recently has he started to understand just
     how potentially powerful he really is.  Bobby tends to avoid leadership
     roles, content to let others call the shots.  His best friend is Beast,
     and he has worked with him as a member of the Defenders and the Champions.
     Bobby retired from active super-heroics for a while, working as an
     accountant in his father's firm.  He returned to active duty upon learning
     that Jean Grey was alive, joining up with the five original X-Men to form
     the group X-Factor.  X-Factor eventually was absorbed back into the X-Men,
     where Bobby remains today.

     Iceman's strengths lie in his Defense and ice abilities.  Concentrate on
     building his Agility, Body, and Focus.  He can enhance his melee attacks
     with ice damage, but works best as a ranged fighter, using his ice attacks
     to damage and disable his opponents.

     Iceman is available for recruitment at the beginning of Mission Two, at
     the HAARP facility.  He is voiced by Darren Scott, who is apparently the
     host of something called "Sexy Urban Legends" on the Playboy Channel.
     Good to know.  If I'm ever caught watching it, you have my permission to
     bludgeon me.

     ABILITIES

     Freeze Blast (R2+X)  Temporarily slows enemy movement; builds bridges and
                          extinguishes fires.
          Lvl 1   4 sec; -35% speed; 10 EP (initial).
          Lvl 2   5 sec; -45% speed; 15 EP (CL 3).
          Lvl 3   6 sec; -55% speed; 20 EP (CL 5).
          Lvl 4   7 sec; -65% speed; 25 EP (CL 7).
          Lvl 5   8 sec; -75% speed; 30 EP.

     Deep Freeze (R2+X)  Temporarily freezes, then slows, enemies; builds
                         bridges.
          Lvl 1   4 sec freeze; 4 sec -70% speed; 40 EP.
          Lvl 2   5 sec freeze; 4 sec -70% speed; 45 EP (CL 17).

     Legend Freeze (R2+X)

     Ice Shards (R2+O)  Flings ice darts in an arc.
          Lvl 1   3 shards; 4-5 Ice Dmg each; 1 Destr; 25 EP (CL 5).
          Lvl 2   3 shards; 6-8 Ice Dmg each; 1 Destr; 30 EP (CL 7).
          Lvl 3   3 shards; 9-11 Ice Dmg each; 2 Destr; 35 EP (CL 9).
          Lvl 5   3 shards; 15-18 Ice Dmg each; 3 Destr; 45 EP.

     Ice Spikes (R2+O)  Improved ice shard attack; adds Piercing ability.
          Lvl 1   5 spikes; 15-18 Ice Dmg each; 4 Destr; 55 EP.
          Lvl 2   5 spikes; 20-25 Ice Dmg each; 5 Destr; 60 EP (CL 22).

     Legend Spikes (R2+O)

     Ice Armor (R2+S)  Temporarily boosts defense.
          Lvl 1   15 sec; -8 Dmg; 60 EP (CL 5).
          Lvl 2   16 sec; -10 Dmg; 70 EP (CL 7).
          Lvl 3   17 sec; -13 Dmg; 80 EP (CL 9).

     Ice Equipment  (R2+S)  Temporarily boosts defense and adds energy dmg to
                            adjacent allies' punch attacks.
          Lvl 3   24 sec; -20 Dmg; allies gain 9-11 Ice Dmg; 120 EP.

     Ice Forge (R2+S)  Temporarily boosts defense; all allies add energy dmg to
                       punches.  Adds touch dmg.
          Lvl 3   36 sec; -50 Dmg; allies gain 20-25 Ice Dmg; 20-25 Touch Dmg;
                  160 EP.

     Freeze Frame (R2+T)  X-treme power.  Freezes and damages all enemies.
          Unlocked at CL 15.

     Cold Smash (auto)  Adds energy damage and Destr to melee attacks.
          Lvl 1   4-5 Ice Dmg; 3 Destr (CL 3).
          Lvl 2   9-11 Ice Dmg; 3 Destr (CL 5).
          Lvl 3   15-18 Ice Dmg; 4 Destr (CL 9).

     Cold Crush (auto)  More powerful version of Cold Smash.
          Lvl 3   80-100 Ice Dmg; 5 Destr.

     Ice Tracks (T+T)  Ice slide; damages charged enemies, and can cross
                       dangerous terrain.
          Lvl 1   9-11 Ice Dmg; 40 Knockback; 10 EP per 10'; 10' slide (CL 2).
          Lvl 2   15-18 Ice Dmg; 120 Knockback; 15 EP per 10'; 20' slide (CL 7)
          Lvl 3   25-31 Ice Dmg; 190 Knockback; 20 EP per 10'; 30' slide
                  (CL 12)
          Lvl 5   80-100 Ice Dmg; 305 Knockback; 30 EP per 10'; no limit to
                  distance.

     Toughness (auto)  Increases max HP.
          Lvl 1   +10% max HP (CL 10).

     Mutant Mastery (auto)  Increases max EP.
          Lvl 1   +10% max EP (CL 10).

     Critical Strike (auto)  Increases chance of critical physical attacks.
          Lvl 1   +2% critical chance (CL 1).
          Lvl 2   +4% critical chance (CL 7).
          Lvl 3   +6% critical chance (CL 12).

     Point Blank Shot (auto)  Increases ranged damage within 10'.
          Lvl 1   +10% Dmg (CL 4).
          Lvl 2   +20% Dmg (CL 9).
          Lvl 3   +30% Dmg (CL 14).
          Lvl 5   +50% Dmg.

     Iceman's Ice Forge ability is a must-have.  It gives all allies additional
     energy damage, and creates a touch damage aura.  It takes a total of 12
     skill points to level it up all the way, however.  Don't overlook the
     potential of his Freeze Blast.  At higher levels, enemies will be slowed
     down to a crawl, including Bosses, making this the perfect ability to
     bring speed demons like Mystique and Marrow down to a more manageable
     level.  His Ice Shards are more effective at close range, as they will all
     strike a single enemy.  Combine Ice Shards with Point Blank Shot to create
     a devastating attack.  Set Iceman's AI Level to Normal, with Ice Shards as
     his default power.  You may want to keep him under active control, as the
     computer won't be nearly as effective with his versatility. 

JEAN GREY (aka Phoenix)

     Jean has been with the X-Men from the very beginning.  After the death of
     a friend triggered her telepathic abilities while she was very young, her
     parents sought out Professor Xavier to help her.  She stayed with him
     learning to control her telepathy, and developed telekinetic powers as
     well.  When he later formed the X-Men, she joined as one of the founding
     members, eventually falling in love with Cyclops.  Jean's abilities
     grew stronger, and she apparently became the cosmically powerful entity
     Phoenix during an away mission in space.  Telepathic manipulation by
     the mutant Mastermind and the Hellfire Club awakened her dark side, and
     she served as the Inner Circle's Black Queen briefly before surrendering
     to her dark side completely, becoming the destructive Dark Phoenix.
     When it became apparent that Dark Phoenix's power would destroy everything
     she held dear, Jean's personality reasserted itself long enough to commit
     suicide.  Later, it was revealed that the Phoenix entity had actually
     substituted itself for the real Jean, patterning its memories and 
     personality after the real thing.  Jean was recovered and returned to the
     X-Men.  She and Cyclops eventually married.  

     Jean possesses enormous psychic potential, and is one of the most powerful
     telekinetics on the planet.  Part of her still is linked to the Phoenix 
     force, and she tries to maintain total control over her abilities.  She is
     also a skilled telepath.  She acts as a "den mother" to the younger X-Men,
     and is best friends with Storm.

     Jean works well as a distance attacker, and her Focus and Agility should
     be well-developed.  She gains the ability to add mental damage to her
     melee attacks, negating the need to develop Strike very highly.

     Jean becomes available before Mission Two at the HAARP Facility.  She is
     voiced by Leigh Allen Baker, who has several low-budget horror flicks and
     tv appearances under her belt.

ABILITIES

     Telekinesis (R2+X)  Move or throw objects and enemies at a distance.
          Lvl 1   No Dmg; Light objects; 10 EP+20 EP/sec (initial).
          Lvl 2   4-5 Mental Dmg; Light objects; 15 EP+19 EP/sec (CL 3).
          Lvl 3   9-11 Mental Dmg; Light objects; 20 EP+18 EP/sec (CL 5).
          Lvl 4   15-18 Mental Dmg; Light objects; 25 EP+17 EP/sec (CL 7).
          Lvl 5   25-31 Mental Dmg; Light objects; 30 EP+16 EP/sec.

     Telekinetic Mastery (R2+X)  Increased damage and lifting power.
          Lvl 1   25-31 Mental Dmg; Large objects; 40 EP+15 EP/sec.
          Lvl 2   50-63 Mental Dmg; Large objects; 45 EP+14 EP/sec (CL 17).

     Telekinetic Legend (R2+X)

     Psychic Shout (R2+O)  Radial attack; inflicts mental damage and decreases
                           enemy stats.
          Lvl 1   4-5 Mental Dmg; -1 Str for 3 sec; 10' radius; 25 EP (CL 5).
          Lvl 2   9-11 Mental Dmg; -1 Str, -1 Agi for 4 sec; 10' radius; 30 EP
                  (CL 7).
          Lvl 3   15-18 Mental Dmg; -2 Str, -1 Agi for 4 sec; 10' radius; 35 EP
                  (CL 9).
          Lvl 5   50-63 Mental Dmg; -3 Str, -2 Agi for 5 sec; 10' radius;
                  45 EP.

     Psychic Scream (R2+O)  Enhanced radial attack.
          Lvl 1   80-100 Mental Dmg; -3 Str, -2 Agi for 5 sec; 20' radius;
                  55 EP.
          Lvl 2   100-125 Mental Dmg; -4 Str, -3 Agi for 6 sec; 20' radius;
                  60 EP (CL 22).

     Psychic Legend (R2+O)

     Telekinetic Shield (R2+S)  Reduces damage.
          Lvl 1   15 sec; -10 Dmg; 60 EP (CL 5).
          Lvl 2   16 sec; -13 Dmg; 70 EP (CL 7).
          Lvl 3   17 sec; -13 Dmg; 80 EP (CL 9).

     Telekinetic Shell (R2+S)  Improved shielding; affects nearby allies.
          Lvl 3   24 sec; -20 Dmg; 120 EP.

     Telekinetic Armor (R2+S)  Further improved; affects all allies.
          Lvl 3   36 sec; -50 Dmg; 160 EP.

     Phoenix Force (R2+T)  X-treme attack.  Telekinetically body slams all
                           enemies.
          Unlocked at CL 15.

     Psionic Strike (auto)  Adds mental damage to physical attacks.
          Lvl 1   +4-5 Mental Dmg (CL 3).
          Lvl 2   +9-11 Mental Dmg (CL 5).
          Lvl 3   +15-18 Mental Dmg (CL 9).
 
     Psionic Fury (auto)  Higher mental damage to physical attacks.
          Lvl 3   +80-100 Mental Dmg.

     Telekinetic Combat (auto)  Increases damage to all mental attacks.
          Lvl 1   +4-5 Mental Dmg (CL 4).
          Lvl 2   +15-18 Mental Dmg (CL 9).
          Lvl 3   +50-63 Mental Dmg (CL 14).
          Lvl 5   +150-165 Mental Dmg.

     Toughness (auto)  Increases max HP.
          Lvl 1   +10% max HP (CL 10).
          Lvl 2   +20% max HP (CL 12).

     Mutant Mastery (auto)  Increases max EP.
          Lvl 1   +10% max EP (CL 10).
          Lvl 2   +20% max EP (CL 12).

     Flight (T+T)  Allows flight.
          Lvl 1   40 EP/sec (CL 1).
          Lvl 2   30 EP/sec (CL 1).
          Lvl 3   20 EP/sec; can carry ally (CL 1).
          Lvl 4   10 EP/sec; can carry ally (CL 1).
          Lvl 5   5 EP/sec; can carry ally (CL 1).

     Critical Strike (auto)  Improves chance of critical physical attack.
          Lvl 1   +2% critical chance (CL 1).
          Lvl 2   +4% critical chance (CL 7).
          Lvl 3   +6% critical chance (CL 12).

     Jean's telekinetic abilities make her a formidable opponent.  Psionic
     Strike/Fury stacks with Telekinetic Combat, adding an incredible amount of
     damage to her melee attacks.  She is one of only three characters with the
     extremely useful Flight ability.  Her Psychic Shout/Scream ability is very
     potent.  It is highly-damaging, and has a huge attack radius when leveled
     up.

     A special note about Jean's telekinesis:  if you press R2+X and hold them
     down, her target will be held in the air, and can be maneuvered around
     with the left stick.  If you release the buttons while the target is still
     being moved, it will be hurled in the direction it is moving.

JUBILEE (Jubilation Lee)

     Jubilee was born into wealth and privilege in Beverly Hills.  When she was
     a teenager, her parents lost all of their wealth and were subsequently
     killed by assassins.  She ran away from a foster group home and lived for
     a time in a Hollywood shopping mall, stealing what she needed to survive,
     and using her pyrotechnic mutant abilities to entertain crowds.  She was
     eventually targeted by a group of mutant hunters, but rescued by Storm,
     Rogue, Psylocke, and Dazzler, who happened to be shopping there that day.
     Unknown to them, she followed them through a teleportation portal and
     stayed as an unseen "guest" at their hideout in the Australian Outback,
     which used to belong to the killer cyborgs known as the Reavers.  The
     Reavers attacked and reclaimed the base while the X-Men were away,
     overpowering and torturing Wolverine.  Jubilee rescued him, and the two
     escaped and traveled together for a time, becoming very close.  When
     Wolverine reunited with the X-Men, Jubilee joined the team as well,
     learning to control her abilities.  When Emma Frost and Banshee opened up
     a separate school for younger mutants, Jubilee went with them, as a 
     founding member of the group Generation X.  

     Jubilee has the mutant ability to form plasmic energy, which she can 
     manifest in a variety of shapes, including sparks, spheres, and streamers.
     She has some control over their speed and trajectory, and can cause them
     to explode for concussive or energy damage, or simply give off a dazzling
     flare.  She can also charge an object with energy, causing it to explode
     at the molecular level, but feels uncomfortable utilizing the more
     destructive aspects of her power.  She is very brash and full of attitude,
     and a constant wisecracker.  She is closest to Wolverine, who she views as
     a father figure.  She became romantically involved with fellow Generation
     X member Synch, but it ended badly when he, well, died.

     Jubilee's main strengths are in her speed and agility.  Unlike other
     energy-based characters, she is unable to add Energy Dmg to her melee
     attacks, so be sure to develop her Strike stat, along with Focus, so she
     has continual access to her mutant powers.

     Jubilee becomes available for recruitment after meeting her in the
     X-Mansion's back yard following the mission to the HAARP facility.  She is
     voiced by Danica McKellar, best known as Winnie Cooper from "The Wonder
     Years."

ABILITIES

     Energy Burst (R2+X)  Throws fireworks in an arc; charges objects.
          Lvl 1   3 bursts, 4-5 Energy Dmg each; 10 EP (initial).
          Lvl 2   3 bursts, 6-8 Energy Dmg each; 15 EP (CL 3).
          Lvl 3   3 bursts, 9-11 Energy Dmg each; 20 EP (CL 5).
          Lvl 4   3 bursts, 12-15 Energy Dmg each; 25 EP (CL 7).
          Lvl 5   3 bursts, 15-18 Energy Dmg each; 30 EP (CL 9).

     Energy Blast (R2+X)  Upgrade; increases number of missiles and Dmg, and
                          adds Knockback.
          Lvl 1   5 blasts, 15-18 Energy Dmg each; 120 Knockback; 40 EP.
          Lvl 2   5 blasts, 20-25 Energy Dmg each; 120 Knockback; 45 EP (CL 17)
  
     Legend Blast (R2+X)

     Photo Flash (R2+O)  Radial attack that disorients opponents.
          Lvl 1   1-3 sec Confusion; short range; 25 EP (CL 5).
          Lvl 2   2-4 sec Confusion; short range; 30 EP (CL 7).
          Lvl 3   2-5 sec Confusion; short range; 35 EP (CL 9).
          Lvl 5   2-7 sec Confusion; short range; 45 EP.

     Strobe Flash (R2+O)  Upgrade; increased range, converts enemies.
          Lvl 1   2-10 sec Conversion; medium range; 55 EP.
          Lvl 2   2-11 sec Conversion; medium range; 60 EP (CL 22).

     Legend Flash (R2+O)

     Bait (R2+S)  Penalizes enemy attack.
          Lvl 1   15 sec; -25% Dmg to enemy attack; 10' range; 60 EP (CL 5).
          Lvl 2   16 sec; -35% Dmg to enemy attack; 10' range; 70 EP (CL 7).
          Lvl 3   17 sec; -45% Dmg to enemy attack; 10' range; 80 EP (CL 9).

     Taunt (R2+S)  Upgrade; increased range and effect.
          Lvl 3   24 sec; -50% Dmg to enemy attack; 13' range; 120 EP.

     Pep Rally (R2+S)  Upgrade; penalizes enemies while helping allies.
          Lvl 3   36 sec; -50% Dmg to enemy attack; +20% to allies' Strike
                  and Agility; 13' range; 160 EP.

     Independence Day (R2+T)  X-treme power.  Fireworks explode all around,
                              damaging all enemies.
          Unlocked at CL 15.

     Detonate (R2+X when adjacent to object)  Charges objects with energy,
                                              causing them to explode.
          Lvl 1   15-18 Energy Dmg; 40 Knockback; 4' range; 20 EP (CL 2).
          Lvl 2   25-31 Energy Dmg; 120 Knockback; 5' range; 20 EP (CL 7).
          Lvl 3   50-63 Energy Dmg; 190 Knockback; 6' range; 20 EP (CL 12).
          Lvl 5   100-125 Energy Dmg; 305 Knockback; 8' range; 20 EP.

     Toughness (auto)  Increases max HP.
          Lvl 1   +10% max HP (CL 10).

     Mutant Mastery (auto)  Increases max EP.
          Lvl 1   +10% max EP (CL 10).

     Accuracy (auto)  Increase chance of critical ranged attack.
          Lvl 1   +2% critical chance (CL 1).
          Lvl 2   +4% critical chance (CL 1).
          Lvl 3   +6% critical chance (CL 1).
          Lvl 4   +8% critical chance (CL 1).
          Lvl 5   +10% critical chance (CL 1).

     Critical Strike (auto) Increase chance of critical melee attack.
          Lvl 1   +2% critical chance (CL 1).
          Lvl 2   +4% critical chance (CL 7).
          Lvl 3   +6% critical chance (CL 12).

     Point Blank Shot (auto)  Increases ranged Dmg within 10'.
          Lvl 1   +10% Dmg (CL 4).
          Lvl 2   +20% Dmg (CL 9).
          Lvl 5   +50% Dmg.

     Jubilee's main strength is in her Energy Burst/Blast.  At close range, all
     missiles will hit a single target, doing a lot of damage.  Adding points
     to Accuracy and Point Blank Shot will greatly increase her damage
     potential, as she is the only multiple-missile character with access to
     both of these abilities.  Her defensive power (Bait/Taunt/Pep Rally) is 
     particularly good for disabling opponents.  Set her AI Level to Normal,
     with Energy Blast/Burst as her default power.

MAGMA (Alison Crestmere)

     Magma was introduced in the original "New Mutants" comic, in a retarded
     storyline that involved the NM discovering a lost Roman colony (!) in the
     jungles of South America (!!) that had not progressed in civilization past
     the glory days of the Roman Empire (!!!).  Amara, a Roman senator's
     daughter, discovered her mutant abilities to control lava while fighting
     the mutant villainess Selene, and was urged by her father to join the New
     Mutants and learn about the New World (sigh).  Years later (in real time),
     it was revealed that all of the citizens of Nova Roma, including Magma,
     were actually modern-day people from around the world kidnapped and
     brainwashed by the immortal Selene to recreate her beloved Rome, which
     almost made up for the original retarded storyline.  Magma's real name was
     revealed to be Alison Crestmere, a British citizen.  Magma seems an odd
     choice for this game, lacking the name recognition of some fan favorites
     that were left out.  Personally, I would have liked to have seen Shadowcat
     as a playable character.  Or even a guest appearance.  I just like me some
     Shadowcat.  Leave me alone.

     Magma has the mutant ability to control lava, in a form of specialized
     telekinesis.  Rather than generate lava, she is able to pull it directly
     from the ground beneath her, and fire it in destructive blasts, as well as
     sculpt it into a variety of shapes.  She can also instantly cool lava into
     hardened rock.  She is immune to heat and fire damage, and is able to
     transform her body into a fiery magma form, increasing her strength and
     mutant power.

     Magma starts out highest in Focus, with average Agility and Body, and a
     low Striking score.  As with other energy-based mutant characters, Magma
     can use skill points to add quite a bit of energy damage to her basic
     attacks, so Strike is a low priority for building up.  Focus should be
     your main priority, while keeping her Agility and Body at a decent enough
     level that you won't be dying every other battle.

     Magma is the active character when back at the X-Mansion between missions,
     but can only be used in Danger Room training at first.  She becomes
     available for away missions later on in the game.  She is voiced by Cree
     Summer, who has had extensive voice experience in cartoons and video
     games, and was the voice of Elmyra in the Tiny Toon Adventures cartoon
     series.  And now that I've looked that up on the IMDb, I'll never be able
     to hear Magma talk again without imagining her strangling small fuzzy
     "aminals."

     Fiery Blast (R2+X) Hurls several fireballs in an arc.  Welds and builds
                        bridges.
          Lvl 1   3 Fireballs, 4-5 Fire Dmg each; 10 EP (initial).
          Lvl 2   3 Fireballs, 6-8 Fire Dmg each; 15 EP (CL 3).
          Lvl 3   3 Fireballs, 9-11 Fire Dmg each; 20 EP (CL 5).
          Lvl 4   3 Fireballs, 12-15 Fire Dmg each; 25 EP (CL 7).

     Magma Blast (R2+X)

     Magma Legend (R2+X)

     Lava Fissure (R2+O) Lava knocks enemies straight up.  Can build bridges.
          Lvl 1   9-11 Fire Dmg; 5' radius; 25 EP (CL 5).
          Lvl 2   15-18 Fire Dmg; 5.5' radius; 30 EP (CL 7).
          Lvl 3   25-31 Fire Dmg; 6' radius; 35 EP (CL 9).

     Lava Rift (R2+O)

     Legend Rift (R2+O)

     Fiery Form (R2+S) Temporarily boosts Attack and Defense; fire resistance.
          Lvl 1   15 sec; -5 Dmg; +1 Might; 50% resist fire; 60 EP (CL 5).
          Lvl 2   16 sec; -8 Dmg; +1 Might; 50% resist fire; 70 EP (CL 7).
          Lvl 3   17 sec; -10 Dmg; +1 Might; 50% resist fire; 80 EP (CL 9).

     Magma Form (R2+S)

     Atlas Form (R2+S)

     Volcano (R2+T) X-treme power.  A volcano erupts, striking all enemies.
          Unlockable at CL 15.

     Burning Rage (auto)  Adds fire damage and destruction to melee attacks.
          Lvl 1   4-5 Fire Dmg; 3 Destr (CL 3).
          Lvl 2   9-11 Fire Dmg; 3 Destr (CL 5).
          LVL 3   15-18 Fire Dmg; 4 Destr (CL 9).

     Erupting Rage (auto)  Additional fire damage and destruction to melee 
                           attacks.

     Lava Tracks (T+T)  Lava slide that does energy damage when charging an
                        enemy.  Can travel over unsafe terrain.
          Lvl 1   10'; 9-11 Fire Dmg; 40 Knockback; 10 EP per 10' (CL 2).
          Lvl 2   20'; 15-18 Fire Dmg; 120 Knockback; 15 EP per 10' (CL 7).
          Lvl 3   30'; 25-31 Fire Dmg; 190 Knockback; 20 EP per 10' (CL 12).

     Magma Might (auto)  Increases strength and melee damage when in Magma 
                         form.
          Lvl 1   +5% Dmg; can lift Heavy objects; +3 Destr (CL 4).
          Lvl 2   +10% Dmg; Massive objects; +6 Destr (CL 9).
          Lvl 3   +15% Dmg; Gigantic objects; +8 Destr (CL 14).
 
     Toughness (auto)  Increases max HP.
          Lvl 1   +10% max HP (CL 10).

     Mutant Mastery (auto)  Increases max EP.
          Lvl 1   +10% max EP (CL 10).

     Critical Strike (auto)  Increase chance of critical physical attacks.
          Lvl 1   +2% critical chance (CL 1).
          Lvl 2   +4% critical chance (CL 7).

     Although one of the more obscure X-characters, Magma brings a lot to the
     game in terms of flexibility and raw power.   She is capable at all 
     ranges, but her blast attacks are particularly effective at close range,
     as all fireballs will hit a single target.  Her sliding movement ability
     allows her to move to inaccessible areas.  Level up her Magma Form as much
     as possible.  It uses a lot of EP, but the damage and defense bonuses are
     worth it.  Her Lava Fissure and Lava Rift attacks are good for clearing
     large groups of enemies, as they can strike several targets at once, if
     they are grouped together.  Set her AI level to Aggressive, with Fiery
     Blast as her default attack.

NIGHTCRAWLER (Kurt Wagner)

     Born in Germany, Kurt was abandoned and left for dead as a baby due to his
     demonic appearance.  He was found and adopted by a traveling circus, where
     he became an acrobat, and their eventual star attraction.  After leaving
     the circus, he was nearly killed by an angry mob before the X-Men rescued
     him and recruited him.  He remained with the X-Men for several years,
     before the team apparently sacrificed their lives while he was recovering
     from injuries.  He and fellow X-Men Shadowcat and Phoenix joined with
     British superheroes Captain Britain and Meggan to form the team Excalibur.
     After Excalibur disbanded, he returned to the reformed X-Men.  

     Kurt possesses the ability to teleport himself and others short distances.
     He often uses this ability in combat, combined with his natural agility, 
     to keep his opponents off-balance.  He is also able to become nearly
     invisible in shadows, and can crawl up walls, much like Spider-Man (NOTE:
     not in this game, he can't).  He is a gifted swordsman and acrobat,
     behaving like a modern-day swashbuckler.  He is close to all of the X-Men,
     but particularly so with Wolverine and Rogue (whom he regards as a sister,
     due to the discovery that Mystique is his biological mother).

     All of Nightcrawler's attacks are physical in nature, so be prepared to
     invest lots of points into his Strike and Agility.  His teleportation
     attacks keep the enemies from being able to counterattack effectively, but
     use a lot of EP, so put more points into Focus than Body.

     Nightcrawler becomes available following Mission Two at the HAARP
     Facility.  He is voiced by Dee Bradley Baker, a voice actor who has been
     on roughly every cartoon ever shown on the Cartoon Network.

ABILITIES

     Teleport Leap (R2+X)  Teleports behind enemy and hits them; can be used to
                           bypass obstacles.
          Lvl 1   4-5 Phys Dmg; 15' range; 10 EP (initial).
          Lvl 2   6-8 Phys Dmg; 18' range; 15 EP (CL 3).
          Lvl 3   9-11 Phys Dmg; 22' range; 20 EP (CL 5).
          Lvl 4   12-15 Phys Dmg; 26' range; carry allies; 25 EP (CL 7).
          Lvl 5   15-18 Phys Dmg; 30' range; carry allies; 30 EP (CL 9).

     Teleport Strike (R2+X)  More powerful version of Teleport Leap.
          Lvl 3   50-63 Phys Dmg; 42' range; carry allies; 50 EP.
          Lvl 4   80-100 Phys Dmg; 45' range; carry allies; 55 EP (CL 21).

     Legend Strike (R2+X)

     Teleport Flurry (R2+O)  Teleport repeatedly, striking random targets.
          Lvl 1   4-5 Phys Dmg; 14' range; 2 hits; 40 EP+5 EP/hit (CL 5).
          Lvl 2   9-11 Phys Dmg; 16' range; 2 hits; 50 EP+5 EP/hit (CL 7).
          Lvl 3   15-18 Phys Dmg; 18' range; 3 hits; 60 EP+5 EP/hit (CL 9).
          Lvl 5   50-63 Phys Dmg; 22' range; 4 hits; 80 EP+5 EP/hit.

     Teleport Frenzy (R2+O)  More powerful version of Teleport Flurry.
          Lvl 1   50-63 Phys Dmg; 24' range; 5 hits; 90 EP+5 EP/hit.
          Lvl 2   65-80 Phys Dmg; 26' range; 5 hits; 100 EP+5 EP/hit (CL 22).

     Legend Frenzy  (R2+O)

     Shadow Blend (R2+S)  Blends in with shadows to increase defense.
          Lvl 1   15 sec; -5 Dmg; +2 Agi; 60 EP (CL 5).
          Lvl 2   16 sec; -8 Dmg; +3 Agi; 70 EP (CL 7).
          Lvl 3   17 sec; -10 Dmg; +4 Agi; 80 EP (CL 9).

     Shadow Arts (R2+S)  More powerful defense.
          Lvl 3   24 sec; -20 Dmg; +8 Agi; 120 EP.

     Shadow Mastery  (R2+S)  Highest upgrade to defensive ability.
          Lvl 3   36 sec; -80 Dmg; +12 Agi; 160 EP.

     Blindside Blitz (R2+T)  X-treme power.  Teleports multiple times, doing
                             massive Dmg to random targets.
          Unlocked at CL 15.

     Leap of Faith (auto)  Chance to prevent ally from dying; ally must be
                           within range, and Nightcrawler cannot be active
                           character.
          Lvl 1   25% chance; 10' range (CL 3).
          Lvl 2   50% chance; 15' range (CL 8).
          Lvl 5   100% chance; 60' range.

     Sucker Punch (auto)  Increase chance of critical teleport attack.
          Lvl 1   +3% critical chance (CL 4).
          Lvl 2   +6% critical chance (CL 9).
          Lvl 5   +15% critical chance.

     Toughness  (auto)  Increase max HP.
          Lvl 1   +10% max HP (CL 10).

     Mutant Mastery (auto)  Increase max EP.
          Lvl 1   +10% max EP (CL 10).

     Acrobatics (auto)  Allows double-jump; provides bonus to Agility.
          Lvl 1   +2 Agi (CL 1).
          Lvl 2   +4 Agi (CL 1).
          Lvl 3   +6 Agi (CL 1).
          Lvl 4   +8 Agi (CL 1).
          Lvl 5   +10 Agi (CL 1).

     Critical Strike (auto)  Increase chance of critical physical attack.
          Lvl 1   +2% critical chance (CL 1).
          Lvl 2   +4% critical chance (CL 7).
          Lvl 3   +6% critical chance (CL 12).

     Nightcrawler might seem weak at first, but can develop into the best
     physical fighter in the game.  His Sucker Punch skill stacks with Critical
     Strike, giving him a whopping +25% chance to enable a critical teleport
     attack.  His X-treme attack, Blindside Blitz, is incredibly useful for 
     Boss battles, as he tends to target the closest enemy for the bulk of the
     attack.  A single Blindside Blitz can take off 1/3 to 1/2 of even a Boss's
     lifebar, unless they are resistant to physical attacks.  Teleport Flurry
     is almost as useful.  His teleport attacks almost always connect, and make
     defeating speedy opponents a breeze.  Set his AI Level to Aggressive, with
     Teleport Flurry as his default power.

     When not in combat, Nightcrawler's Teleport Leap/Strike allows him to move
     past many otherwise impassable barriers.  If you move him adjacent to an
     ally while teleporting, he will carry them with him to his destination.

PROFESSOR X (Charles Xavier)

     Born into wealth, Charles's father died when he was very young.  His
     mother eventually remarried, landing Charles with a stepbrother and
     emotionally distant stepfather.  His stepfather left Charles alone for the
     most part, although he was verbally abusive to Charles's mother.  He saved
     most of his abuse for his own son, Cain Marko.  Cain resented Charles for
     the abuse that the younger man was spared, a resentment that developed
     into murderous hatred years later.  While in his teens, Charles began to
     develop telepathic abilities, a side effect of which caused him to lose
     all of his hair while he was still young.  Charles taught himself how to
     use his abilities and shield his mind from the intrusion of all the
     thoughts around him.  He developed a strong set of ethics regarding the
     use of power, possibly due to witnessing the abuse of his stepfather.  A
     brilliant student, Charles went on to become a renowned geneticist.  He
     traveled the world for some time, during which time he met and became
     friends with Erik Lensherr.  Erik helped Xavier with his research into
     mutation, and helped him design the computer Cerebro, which would augment
     his telepathic abilities to planetary range.  The two eventually split
     over philosophical differences; Xavier believed in peaceful coexistence
     between humans and mutants, while Erik believed that humans would
     eventually try to wipe mutants out, and that the mutants should strike
     pre-emptively and take their place at the top of the evolutionary ladder.
     Some time after he and Erik went their separate ways, Charles lost the use
     of his legs while in battle with the villain Lazarus.  Realizing that
     evil mutants would cause humanity to rise against the mutant race, Charles
     began recruiting young mutants and training them in the use of their
     powers to fight against threats to humanity.  He dubbed them the "X-Men"
     (after the "X" gene that gave mutants their special gifts), and based them
     out of his old family estate.

     Charles is quite possibly the most powerful mutant mind on the planet.
     His telepathic abilities allow him to read minds and communicate mentally
     at vast ranges.  He can alter others' perceptions or plant convincing
     illusions in their minds.  He can even completely erase or alter memories,
     or assume control over a less mind, though he is loathe to do so unless
     left with no other choice.  Using the computer Cerebro, he can extend the
     range of his abilities across the entire planet.

     Professor X is available only during two missions on the Astral Plane, and
     is automatically included in the party.  He is voiced by Patrick Stewart,
     who was chosen by God at an early age to be Professor Xavier in all future
     movies and video games.

PSYLOCKE (Elizabeth "Betsy" Braddock)

     As the result of an extradimensional heritage, Betsy was born a mutant
     with enormous psychic gifts.  Her brother was Brian Braddock, better known
     as Captain Britain, and she often aided him.  During a time when he gave
     up being Captain Britain, she adopted the identity, but was severely
     wounded and blinded by the villain Jackdaw.  Shamed by what happened to
     his sister, Brian re-assumed the powers and responsibilities of Captain
     Britain.  Betsy eventually was given bionic eyes by the extradimensional
     villain Mojo and joined the X-Men.  Unknown to her, her eyes recorded
     everything she saw, and the images were broadcast as entertainment on
     Mojo's world.  Betsy was with the X-Men when they apparently sacrificed
     their lives to save the world from the influence of the chaotic demon,
     Adversary.  They were revived by the Guardian of Order, Roma, and decided
     to let the world continue to think them dead, and operated in secret.
     Eventually, Betsy was separated from the X-Men, and kidnapped by the
     league of assassins known as The Hand.  Her consciousness was exchanged
     with one of their assassins, and she was brainwashed into joining them in
     her new body.  She was eventually found and freed by Wolverine and
     Jubilee, and traveled with them for a time, but was unable to reclaim her 
     original body, still inhabited by the Hand's assassin.  She was finally
     reunited with the assassin in her original body, only to find that the
     assassin, now known as Revanche, was dying from the mutant-killing Legacy
     Virus.  Revanche died, trapping Betsy in her current body forever.  

     Betsy has enormous telepathic talents.  Her training with The Hand has 
     given her martial arts skills equivalent to a modern-day ninja, and she
     has learned to combine her telepathy with her fighting skills, including 
     the ability to focus her telepathy into forming a mind-shredding "psychic
     knife." Normally cool and sophisticated, Betsy gives in to her body's
     urges during combat, revelling in the fight.  She actually prefers to
     couple her psychic abilities with her fighting, rather than using them at
     range, causing Wolverine to dub her an "action junkie."  NOTE:  her hair
     is dyed as an affectation; she is not a natural magenta.

     Psylocke is an excellent front-line combatant.  As she gains the ability
     to add psychic damage to her melee attacks, focus more on developing her
     Agility, Body, and Focus.

     Psylocke becomes available for team recruitment after stopping the riots
     in New York, driving the GRSO soldiers out of the Morlock Tunnels, and
     defeating Juggernaut on Muir Island.  She is voiced by Masasa, who needs
     a last name, STAT!

ABILITIES

     Psychic Slash (R2+X)  Attacks an enemy with her psychic knife.
          Lvl 5   50-63 Mental Dmg; 30 EP.

     Psychic Hammer (R2+X)  Upgrade; increases Dmg and adds Knockback.
          Lvl 3   125-150 Mental Dmg; 245 Knockback; 50 EP.
          Lvl 4   150-165 Mental Dmg; 305 Knockback; 55 EP (CL 21).

     Hammer Legend (R2+X)

     Psychic Bolts (R2+O)  Hurls several psychic blades in an arc.
          Lvl 5   3 blades, 15-18 Mental Dmg each; 45 EP.

     Psychic Spikes (R2+O)  Upgrade; increases number of missiles and Dmg.
          Lvl 2   5 blades, 20-25 Mental Dmg each; 60 EP.
          Lvl 3   5 blades, 25-31 Mental Dmg each; 65 EP (CL 24).

     Legend Bolts (R2+O)

     Psychic Defense (R2+S)  Temporarily reduces Mental Dmg; affects adjacent
                             allies.
          Lvl 3   17 sec; -13 Mental Dmg; 80 EP.

     Psychic Armor (R2+S)  Upgrade; reduces Mental Dmg and Knockback; affects
                           adjacent allies.
          Lvl 3   24 sec; -20 Mental Dmg; -13 Knockback; 120 EP.

     Psychic Wall (R2+S)  Upgrade; affects all allies, and adds Focus bonus.
          Lvl 3   36 sec; -50 Mental Dmg; -30 Knockback; +30 Focus; 160 EP.

     Psychic Onslaught (R2+T)  X-treme power.  Psychic waves attack all enemies
                               for Mental Dmg.
          Unlocked at CL 15.

     Psionic Strike (auto)  Adds Mental Dmg to melee attacks.
          Lvl 3   +15-18 Mental Dmg.

     Psionic Fury (auto)  Upgrade; increases Mental Dmg.
          Lvl 3   +80-100 Mental Dmg.

     Blade Master (auto)  Increases size and Dmg of Psychic Knife.
          Lvl 5   +175-215 Mental Dmg; Psychic Sword.

     Toughness (auto)  Increases max HP.
          Lvl 1   +10% max HP (CL 10).

     Mutant Mastery (auto)  Increases max EP.
          Lvl 1   +10% max EP (CL 10).

     Critical Strike (auto)  Increases chance of critical melee attack.
          Lvl 1   +2% critical chance.
          Lvl 2   +4% critical chance.

     Psylocke doesn't bring a whole lot to the game that other characters don't
     already.  Her biggest power advantage would be her Psychic Wall; the Focus
     boost to all allies is very helpful.  Her Psychic Knife can potentially
     pack quite a punch (tremble in awe at my alliteration here) once you've
     leveled up the appropriate abilities.  Set her AI level to Aggressive,
     with Psychic Bolts/Spikes as her default power.

ROGUE (real name unrevealed)

     Rogue's mutant power to absorb memories and abilities manifested when she
     was a teenager experiencing her first kiss, a kiss that left her boyfriend
     in a permanent coma.  Traumatized, Rogue ran away from home and was
     eventually taken in by Mystique to join the Brotherhood of Mutants.  While
     on a mission for the Brotherhood, she came into conflict with the Avenger
     Ms. Marvel, and ended up permanently absorbing Ms. Marvel's powers,
     including flight, super-strength, and near-invulnerability, as well as her
     memories.  Unable to deal with this psychic trauma, she sought help from
     long-time enemies the X-Men.  Although suspicious of her at first, they
     eventually accepted her as one of their own.  She has been one of their
     most faithful members ever since, and developed a relationship with
     Gambit.  Rogue's sassy Southern attitude and enormous physical power mask
     a deep vulnerability.  Her inability to shut off her absorption power
     means she will never be able to touch someone without harming them.  She
     regards Mystique as her mother, but does not let it conflict with her
     duties to the X-Men.  She has forged a lasting friendship with Wolverine.
     Although she loves Gambit, his shady past keeps her from fully trusting
     him.  She and Nightcrawler formed a bond after the latter discovered
     Mystique was his natural mother, and consider each other adopted siblings.

     Rogue is a powerhouse, and should be on the front lines of combat.  She is
     able to do as much damage as Beast and Colossus, with the added bonus of
     being quicker.  Raise her Strike and Body stats as high as possible,
     adding enough Focus to use her mutant abilities when needed, and enough
     Agility to keep her from being an easy target.

     Rogue is available for recruitment at the beginning of Mission Two at the
     HAARP Facility.  She is voiced by Erin Matthews, who has a few minor film
     and tv credits, and was apparently once married to Neve Campbell's
     brother, which, given Neve's visibility these days, gives them an
     approximately equivalent level of fame.

ABILITIES

     Southern Strike (R2+X)  Powerful dashing punch attack.
          Lvl 1   15-18 Dmg; 40 Knockback; 10 EP (initial).
          Lvl 2   25-31 Dmg; 120 Knockback; 15 EP (CL 3).
          Lvl 3   50-63 Dmg; 190 Knockback; 20 EP (CL 5).
          Lvl 4   80-100 Dmg; 245 Knockback; 25 EP (CL 7).
          Lvl 5   100-125 Dmg; 305 Knockback; 30 EP.

     Southern Smash (R2+X)  Increased Dmg and Knockback.
          Lvl 1   150-165 Dmg; 305 Knockback; 40 EP.
          Lvl 2   175-215 Dmg; 370 Knockback; 45 EP (CL 17).

     Southern Legend (R2+X)

     Ability Drain (R2+O)  Stuns enemy and steals basic attack.
          Lvl 1   4-5 Dmg; 10 sec Stun; Dmg lvl 1; 25 EP (CL 5).
          Lvl 2   9-11 Dmg; 15 sec Stun; Dmg lvl 2; 30 EP (CL 7).
          Lvl 3   15-18 Dmg; 17 sec Stun; Dmg lvl 3; 35 EP (CL 9).
          Lvl 5   50-63 Dmg; 21 sec Stun; Dmg lvl 5; 45 EP.

     Ability Sap (R2+O)  Stuns enemy and steals heavy attack.
          Lvl 1   80-100 Dmg; 25 sec Stun; Dmg lvl 5; 55 EP.
          Lvl 2   100-125 Dmg; 28 sec Stun; Dmg lvl 6; 60 EP (CL 22).

     Consume Ability (R2+O)

     Bullet Proof (R2+S)  Boosts defense and resistances.
          Lvl 1   15 sec; -5 Phys Dmg; -30% Pain; 60 EP (CL 5).
          Lvl 2   16 sec; -8 Phys Dmg; -60% Pain; 70 EP (CL 7).
          Lvl 3   17 sec; -10 Phys Dmg; -60% Pain; 80 EP (CL 9).

     Iron Maiden (R2+S)  Boosts defense; adds additional resistances.
          Lvl 3   24 sec; -16 Phys Dmg; -10 Beam Dmg; -60% Pain; -100%
                  Knockback; 120 EP.

     Invulnerability  (R2+S)  Adds chance of avoiding Phys Dmg altogether.
          Lvl 3   36 sec; -30 Phys Dmg; -16 Beam Dmg; -100% Pain; -100%
                  Knockback; 40% chance to avoid Phys Dmg; 160 EP.

     Energy Drain (R2+T)  X-treme attack.  Stuns and damages all enemies, as
                          well as preventing them from using powers.
          Unlocked at CL 15.

     Toughness  (auto)  Increases max HP.
          Lvl 1   +10% max HP (CL 10).
          Lvl 2   +20% max HP (CL 12).

     Mutant Mastery (auto)  Increases max EP.
          Lvl 1   +10% max EP (CL 10).
          Lvl 2   +20% max EP (CL 12).

     Flight (T+T)  Allows use of Flight.
          Lvl 1   40 EP per sec (CL 1).
          Lvl 2   30 EP per sec (CL 1).
          Lvl 3   20 EP per sec; can carry ally (CL 1).
          Lvl 4   10 EP per sec; can carry ally (CL 1).
          Lvl 5   5 EP per sec; can carry ally (CL 1).

     Grappling (auto)  Increases Strike and reflects Melee Dmg.
          Lvl 1   +2 Str; Reflects 4-5 Melee Dmg (CL 1).
          Lvl 2   +4 Str; Reflects 9-11 Melee Dmg (CL 1).
          Lvl 3   +6 Str; Reflects 15-18 Melee Dmg (CL 1).
          Lvl 4   +8 Str; Reflects 25-31 Melee Dmg (CL 1).
          Lvl 5   +10 Str; Reflects 50-63 Melee Dmg (CL 1).

     Critical Strike (auto)  Increases chance of critical physical attack.
          Lvl 1   +2% chance critical (CL 1).
          Lvl 2   +4% chance critical (CL 7).
          Lvl 3   +6% chance critical (CL 12).
          Lvl 4   +8% chance critical (CL 17).

     Might (auto)  Increases Phys Dmg; allows lifting of larger objects.
          Lvl 1   +5% Phys Dmg; Heavy Objects; +3 Destr (initial).
          Lvl 2   +10% Phys Dmg; Massive Objects; +5 Destr (CL 1).
          Lvl 3   +15% Phys Dmg; Gigantic objects; +8 Destr (CL 1).

     Rogue is perhaps the best of the super-strong characters, even though she
     lacks a multiple-opponent attack (other than her X-treme move).  She is a
     much quicker attacker than Beast or Colossus, and has the best defensive
     abilities of all the X-Men.  Her Ability Drain/Sap power leaves an enemy
     completely helpless for a time.  She has both the Might and Flight skills.
     Unfortunately, she can't pick up objects while flying; that would rock.
     Although Southern Strike/Smash does a lot of damage at higher levels, you
     might want to look at increasing her defensive capabilities.  She is the
     closest thing to completely invulnerable out of all of the X-Men when her
     abilities are leveled all the way up.

     Ability Drain/Sap steals attack abilities from mutant enemies.  To use it,
     activate the ability as normal, and then activate it again to use the
     stolen ability.  The ability can only be used while the victim is still
     stunned.  THANKS to Scott E. for the tip!

STORM (Ororo Munroe)

     Ororo's parents were an American photojournalist and an African priestess
     named N'Dare.  Her parents were killed in a bombing raid when she was very
     young, and Ororo was trapped in the rubble of their home with her parents'
     bodies.  This event traumatized her, and she remains extremely 
     claustrophobic to this day.  She escaped from the ruins of her home and
     lived on the streets of Cairo for a time.  She and several other children
     were taken in and trained as thieves and pickpockets.  She eventually
     attempted to leave her master, crossing the African desert and nearly
     dying in the attempt.  She was taken in by a friendly African village and
     raised as one of them.  When her mutant abilities to control the weather
     manifested in her early teens, she used them to help the surrounding
     villages by providing rain for crops.  Her abilities, combined with her
     striking silver hair and blue eyes, caused the villagers to worship her as
     a goddess, a role she came to believe in.  Professor Xavier eventually
     contacted her and recruited her to the X-Men, where she remains to this
     day.  Storm lost her mutant powers for a time after being zapper by a
     neutralizer gun developed by Forge, but he eventually found a way to
     return them to her.

     Ororo has the ability to control all aspects of the weather.  She can
     cause rain, sleet, and fog manifest, and hurl bolts of lightning.  She can
     manipulate the wind to create tornados or hurricanes, or use the wind to
     allow her to fly.  She is largely immune to temperature extremes, and
     remains quite comfortable in both blazing summer heat or sub-zero arctic
     weather.  One of the most powerful mutants alive, Storm could potentially
     use her abilities to alter the weather on a planetary scale, but she has
     a great sense of responsibility, and always uses her powers to have a
     minimal effect on the environment.  In addition to her mutant powers,
     Storm is an excellent hand-to-hand combatant.  Storm possesses a great
     deal of empathy, and is close to all of the X-Men, particularly Jean, who
     is her best friend.  She is very close with Wolverine, and once had a
     romantic relationship with Forge.  She serves as co-leader of the X-Men,
     sharing the burden of responsibility with Cyclops.

     Storm is most effective in combat when utilizing her mutant abilities, so
     be sure to level up her Focus as much as possible.  As she gains the
     ability to add electrical damage to her melee attacks, focus more on
     increasing her Agility than her Strike.

     Storm becomes available at the beginning of the HAARP Facility mission.
     She is voiced by Cheryl Carter, who has numerous minor tv and movie
     credits to her name.

ABILITIES

     Lightning Strike (R2+X)  Calls down a lightning bolt; can weld.
          Lvl 1   9-11 Electric Dmg; 1 Destr; 10 EP (initial).
          Lvl 2   15-18 Electric Dmg; 1 Destr; 15 EP (CL 3).
          Lvl 3   25-31 Electric Dmg; 2 Destr; 20 EP (CL 5).
          Lvl 4   50-63 Electric Dmg; 2 Destr; 25 EP (CL 7).
          Lvl 5   80-100 Electric Dmg; 3 Destr; 30 EP (CL 9).

     Chain Lightning (R2+X)  Upgrade; increased Dmg and Destr.
          Lvl 1   100-125 Energy Dmg; 4 Destr; 40 EP.
          Lvl 2   125-150 Energy Dmg; 5 Destr; 45 EP (CL 17).

     Legend Lightning (R2+X)

     Whirlwind (R2+O)  Temporarily lifts and damages enemies and objects; can
                       extinguish fires.
          Lvl 1   1 sec, 1-2 Dmg per sec; Small objects; 25 EP (CL 5).
          Lvl 2   1.5 sec, 1-2 Dmg per sec; Small objects; 30 EP (CL 7).
          Lvl 3   2 sec, 2-4 Dmg per sec; Small objects; 35 EP (CL 9).
          Lvl 5   3 sec, 4-5 Dmg per sec; Small objects; 45 EP.

     Tornado (R2+O)  Upgrade; increased Dmg and duration, larger objects.
          Lvl 1   3.5 sec, 6-8 Dmg per sec; Medium objects; 55 EP.
          Lvl 2   4 sec, 9-11 Dmg per sec; Medium objects; 60 EP (CL 22).

     Legend Vortex (R2+O)

     Storm Shield (R2+S)  Temporarily reduces Dmg.
          Lvl 1   15 sec; -8 Dmg; 60 EP (CL 5).
          Lvl 2   16 sec; -10 Dmg; 70 EP (CL 7).
          Lvl 3   17 sec; -13 Dmg; 80 EP (CL 9).

     Hail Shield (R2+S)  Adds touch Dmg; affects adjacent allies.
          Lvl 3   24 sec; -20 Dmg; 9-11 Touch Dmg; 120 EP.

     Blizzard Shield (R2+S)  Increased Dmg; affects all allies.
          Lvl 3   36 sec; -50 Dmg; 25-31 Touch Dmg; 160 EP.

     Cyclone Fury (R2+T)  X-treme power.  Tornado touches down, striking all
                          enemies with wind and lightning attacks.
          Unlocked at CL 15.

     Lightning Fury (auto)  Adds Energy Dmg to melee attacks.
          Lvl 1   +4-5 Electric Dmg; 3 Destr (CL 3).
          Lvl 2   +9-11 Electric Dmg; 3 Destr (CL 5).
          Lvl 3   +15-18 Electric Dmg; 4 Destr (CL 9).

     Lightning Rage (auto)  Upgraded Lightning Fury.
          Lvl 3   +80-100 Electric Dmg; 5 Destr.

     Toughness (auto)  Increases max HP.
          Lvl 1   +10% max HP (CL 10).
          Lvl 2   +20% max HP (CL 12).

     Mutant Mastery (auto)  Increases max EP.
          Lvl 1   +10% max EP (CL 10).
          Lvl 2   +20% max EP (CL 12).

     Flight (T+T)   Allows use of Flight.
          Lvl 1   40 EP per sec (CL 1).
          Lvl 2   30 EP per sec (CL 1).
          Lvl 3   20 EP per sec; can carry an ally (CL 1).
          Lvl 4   10 EP per sec; can carry an ally (CL 1).
          Lvl 5   5 EP per sec; can carry an ally (CL 1).

     Critical Strike (auto)  Increases chance of critical melee attack.
          Lvl 1   +2% critical chance (CL 2).
          Lvl 2   +4% critical chance (CL 7).
          Lvl 3   +6% critical chance (CL 12).

     Leadership (auto)  Increases Dmg and Exp for team Combo attacks.
          Lvl 1   +25% Dmg; +5% exp (CL 4).
          Lvl 2   +50% Dmg; +10% exp (CL 9).
          Lvl 3   +75% Dmg; +15% exp (CL 14).
          Lvl 5   +150% Dmg; +25% exp.

     Storm starts out rather ineffective, but levels up into one of the most
     useful members of the team.  Her Lightning attacks, while rather slow,
     will always hit an opponent at any range, as long as the target lock is
     active.  She is the only character capable of inflicting electrical Dmg,
     which is particularly effective against robots and other machines.  Her
     whirlwind attacks, while not particularly damaging, temporarily take
     groups of enemies out of the fight, and combo particularly easily, as the
     attack remains active for several seconds.  Storm should always be used as
     a ranged attacker, to maximize the use of her lightning bolts.  Set her AI
     Level to Normal, with Lightning Strike as her default ability.

WOLVERINE (James Howlett, now known as Logan)

     One of the most popular X-Men (if not THE most popular) among fans,
     Wolverine has won the hearts of millions, despite his tendency to leave a
     trail of bloody corpses in his wake.  His mutant powers include a
     superhuman healing factor that allows him to regenerate almost instantly
     from wounds, enhanced senses, enhanced endurance, and enhanced strength
     (though not in the superhuman range).  He is almost immune to poison and
     disease.  His healing factor has slowed his aging process to the point
     where his age is undeterminable.  His bones are laced with unbreakable 
     adamantium, and he possesses retractable claws of the same material that
     can cut through most substances.  The experiment that gave him his metal
     skeleton unfortunately traumatized him to the point of amnesia, making his
     past mostly a mystery.  He has studied multiple forms of armed and unarmed
     combat, and is particularly well-versed in several martial arts
     disciplines.  Although very blunt and unsociable on the surface, he is
     possessed of a very strong sense of honor and loyalty.  He has formed
     several close friendships with other X-Men, particularly Nightcrawler,
     Storm, and Shadowcat, and has had a long-standing unrequited love for
     Jean Grey.  He frequently comes into conflict with Cyclops, often baiting
     him.  He serves as a father figure for Jubilee, and indeed seems to view
     her as his own daughter.  Wolverine has recently had his memories restored
     to him, including the fact that his real name is James Howlett, which
     sounds like a Bible salesman.  Stick with Logan, bub.

     Wolverine is very much a tank character, and should be played as such.
     Most of his attacks are short-ranged (but deadly) physical attacks.
     His starting stats are highest in Agility and Body, and lowest in Focus. 
     Concentrate on primarily adding stat points to his Body, Agility, and
     Strike, as he will spend all of his time in close combat.  Focus isn't a
     high priority for Wolverine, as his regular melee attacks are already very
     powerful without relying heavily on mutant power attacks, particularly
     with judicious use of skill points in the right skills (hint, hint:  
     Sharpness; hint, hint).

     Wolverine is available at the very start of the game.  He is voiced by
     Steven Blum, another veteran voice actor, who is also the voice of the
     Announcer on Cartoon Network's "Toonami."

     ABILITIES

     Brutal Slash (R2+X)  Close-range claw sweep.  Can miss, so aim carefully.
          Lvl 1   25-31 Phys Dmg; 3 Destr; 245 Knockback; 10 EP (initial).
          Lvl 2   50-63 Phys Dmg; 3 Destr; 245 Knockback; 15 EP (CL 3).
          Lvl 3   80-100 Phys Dmg; 3 Destr; 245 Knockback; 20 EP (CL 5).
          Lvl 4   100-125 Phys Dmg; 3 Destr; 245 Knockback; 25 EP (CL 7).
          Lvl 5   125-150 Phys Dmg; 3 Destr; 245 Knockback; 30 EP.

     Eviscerate (R2+X)  More powerful slash attack.  Adds additional bleed Dmg.
          Lvl 1   150-165 Phys Dmg; 3 Destr; 245 Knockback; 40 EP.
          Lvl 2   175-215 Phys Dmg; 3 Destr; 245 Knockback; 45 EP (CL 17).

     Legend Slash (R2+X)

     Claw Flurry (R2+O)  Multiple slashing attacks at random targets.
          Lvl 1   9-11 Phys Dmg; 25 EP (CL 5).
          Lvl 2   15-18 Phys Dmg; 2 attacks; 30 EP (CL 7).
          Lvl 5   80-100 Phys Dmg; 3 attacks; 45 EP.

     Claw Frenzy (R2+O)  More powerful version of Claw Flurry.
          Lvl 1   100-125 Phys Dmg; 3 attacks; 55 EP.
          Lvl 2   125-150 Phys Dmg; 4 attacks; 60 EP (CL 22).

     Legend Frenzy (R2+O)

     Feral Rage (R2+S)  Temporarily boosts defense and speed.
          Lvl 1   15 sec; +5 Agi; +30% Speed; 60 EP (CL 5).
          Lvl 2   16 sec; +5 Agi; +30% Speed; 70 EP (CL 7).

     Berserker Rage (R2+S)

     Unstoppable Rage (R2+S)

     Savage Rampage (R2+T)  X-treme Power.  Slashes all enemies on screen.
          Can unlock ability at CL 15.

     Healing Factor (auto)  Automatically regenerates HP.
          Lvl 1   2 HP/sec after 5 idle seconds; -20% pain (CL 1).
          Lvl 2   4 HP/sec after 5 idle seconds; -40% pain (CL 7).

     Sharpness (auto)  Adds Dmg and Destr to all claw attacks.
          Lvl 1   +4-5 Dmg; +3 Destr (CL 3).
          Lvl 2   +9-11 Dmg; +5 Destr (CL 8).

     Toughness (auto)  Increases maximum HP.
          Lvl 1   +10% max HP (CL 10).
          Lvl 2   +20% max HP (CL 12).

     Mutant Mastery (auto)  Increases maximum EP.
          Lvl 1   +10% max EP (CL 10).
          Lvl 2   +20% max EP (CL 12).

     Critical Strike (auto)  Increase chance of criticals for melee attacks.
          Lvl 1   +2% critical chance (CL 1).
          Lvl 2   +4% critical chance (CL 7).

     Expertise (auto)  Bonuses to Str and Agi.
          Lvl 1   +1 Str; +1 Agi (CL 1).
          Lvl 2   +2 Str; +2 Agi (CL 1).
          Lvl 3   +3 Str; +3 Agi (CL 1).
          Lvl 4   +4 Str; +4 Agi (CL 1).

     Wolverine is a melee fighter, so add skill points to Brutal Slash,
     Sharpness, Healing Factor, and Expertise as soon as you can.  Sharpness is
     especially potent, as most of Wolverine's attacks make use of his claws.
     Set his AI Level to Aggressive, with Brutal Slash as his default AI Power.
     Change his default power to Claw Flurry once it is leveled up, as it does
     a lot more damage at higher levels.


VII.  SUPPORTING CHARACTERS AND VILLAINS

AVALANCHE (Dominic Petros)

     Very little is known about Avalanche's past before he joined Mystique's
     incarnation of the Brotherhood, other than that he was a Greek immigrant
     who was naturalized as an American citizen.  He has stayed with the 
     Brotherhood since its inception, with brief solo criminal forays.  In his
     most well-known solo effort, he held the state of California hostage,
     threatening to use his powers on the fault line and completely destroy the
     state.  The Hulk attempted to stop him.  During the battle, he directed
     his shockwave in desperation directly at the Hulk.  The wave rebounded,
     shattering every bone in his arms.  He has since healed, and returned to
     the Brotherhood.
 
     Avalanche has the ability to project a vibrating shockwave from his hands
     that has two effects:  1) it shatters, disrupts, and disintegrates solid
     matter; 2) it causes the matter to be propelled away from him.  He uses
     this ability most often in combat to create huge crashing waves of earth
     and debris to overwhelm his enemies.  Curiously, his shockwave has no
     effect on living organic material.  In fact, if he targets his shockwave
     on a living thing, it reflects back to him and could potentially damage or
     kill him.  He often uses his power to ride a wave of earth, which seems to
     suggest a background in, or at least a knowledge of, surfing.

     Avalanche is voiced by Peter Lurie, who has apparently been in every video
     game that has ever featured voice-work.  He also voiced Sabretooth for
     this one.

BLOB (Fred Dukes)

     Fred Dukes began his career as a circus performer.  Not realizing he was a
     mutant, he assumed he was just an abnormally strong freak, and worked in
     the circus's freak show.  The X-Men contacted him and offered him a place
     with them, but he declined.  Having come to realize the nature of his
     abilities, he decided to use them for criminal activities.  He took over
     the circus, and had fellow performers join him in attacking the X-Mansion,
     figuring they had equipment he could use to set himself up as a super-
     criminal.  The X-Men defeated him and his allies, and Professor X used his
     telepathic abilities to remove all knowledge of the X-Men from their
     minds.

     Later, he was contacted by Magneto and offered a place in the original
     Brotherhood of Mutants.  Together with Mastermind, Toad, Unus, 
     Quicksilver, and the Scarlet Witch, he served under Magneto with the 
     Brotherhood for some time, until Magneto abandoned them.  Blob continued 
     his criminal career solo, until Mystique reformed the Brotherhood and 
     offered him a place with them.  He has been with the Brotherhood ever 
     since.

     Grossly obese, the Blob's skin and body fat are much more dense than that
     of a normal human, rendering him highly resistant to physical damage.  His
     thick skin and layers of fat allow him to repel most missile attacks
     without harm to himself.  He has been known to even withstand the impact
     of a torpedo.  He is also superhumanly strong, able to lift
     several tons.  The Blob possesses the mutant ability to bond himself to
     the surface he is standing on, making him almost impossible to move.  His
     powers make him a powerful physical presence, but he is fortunately
     somewhat slow-witted, especially when acting on his own.  He was
     particularly close with Pyro, until the latter's death from the Legacy
     Virus.

     The Blob is voiced by Mark Klastorin, who is primarily a voice actor.

FORGE (real name unrevealed)

     Little is known about Forge's past, other than a few specific details.  It
     is known that he is a full-blooded Cheyenne, and served as an apprentice
     to the Cheyenne shaman Naze in his teen years.  He served in the Viet Nam
     conflict and lost his right hand and right leg in a bombing attack.  He
     retaliated by using his mystic powers to open a portal that allowed demons
     to manifest on this plane and attack his foes.  The subsequent slaughter
     traumatized him to the point where he completely turned his back on his
     mystic heritage, and embraced science.  His first recorded use of his
     mutant ability to invent things was when he replaced his missing limbs
     with robotic duplicates.

     Forge worked with the government as a weapons contractor, creating many
     devices, probably the most notorious of which was a neutralizer gun that
     would strip a superhuman being of its powers.  During this time, he had
     met and struck up a romantic relationship with Storm.  Unfortunately, the
     government took Forge's working prototype of his neutralizer with the
     intent of using it against Rogue.  While protecting Rogue, Storm took the
     blast that was meant for her, and lost all of her powers.  She was rescued
     by Forge, but left him in a fury when she found out he was responsible for
     inventing the device.  Forge later destroyed the plans for and all working
     copies of the neutralizer.

     Later, it was revealed that a mystic force known as the Adversary was
     released onto this plane through the portal Forge had created during the
     Viet Nam war.  He joined up with the X-Men to battle the Adversary, during
     which time he created a device to reverse the neutralizer's damage, and
     restored Storm's powers to her.  In order to defeat the Adversary, he had
     to use his mystic training to sacrifice nine willing souls to send the
     Adversary back to its dimension of origin.  The X-Men willingly gave their
     lives, and the Adversary was defeated.  Forge retired from the public eye
     out of grief for his actions.  Unknown to him at the time, the X-Men were
     subsequently resurrected by the Guardian of Order, Roma, and operated in
     secrecy for a time.  Upon learning she was alive, Forge once again began
     a romantic relationship with Storm, only to leave when he was offered the
     chance to lead the government-sponsored team X-Factor.  He has remained
     with X-Factor since.

     Forge has the mutant ability to invent almost anything.  Through unknown
     means, his mind works through all of the steps needed to create almost
     anything he can imagine.  He is limited only by his imagination and
     available materials.

     Forge is available throughout the game at any Xtraction Point.  You can
     trade tech bits for items he has invented.  He is voiced by Lou Diamond
     Phillips, who at one time had a promising career ahead of him.  Let us all
     have a moment of silence for Mr. Phillips's career.

GATEWAY (real name unrevealed)

     Gateway was first seen working for the criminal cyborg group, the Reavers.
     It was the Reavers who apparently named him "Gateway;" his real name has
     never been revealed.  He used his teleportation powers to shuttle the
     Reavers back and forth between their hideout and their various targets.
     After the X-Men defeated the Reavers and took over the complex, he seemed
     content to operate in the same role (transportation) for them, although he
     occasionally acted on his own for unknown reasons, such as when he
     secretly transported Jubilee to the hideout, unknown to the X-Men.

     The X-Men eventually abandoned the Reaver base, and Gateway's activities
     immediately following that time are unknown.  After the group Generation X
     formed, Gateway suddenly appeared to them and presented them with the
     bound, unconscious body of a young mutant girl.  He spoke the only word he
     has ever been known to say:  "Penance."  Unsure whether he was referring
     to the girl or his own activities, nevertheless, the Gen-Xers took in the
     mutant and called her "Penance" from there on.  Gateway stayed on the
     campus at the Massachusetts Academy for some time, before eventually
     departing.  His subsequent activities are unknown.

     An apparent Australian Aborigine, Gateway has the ability to create
     teleportation portals that can bridge vast distances.  He opens the
     portals by spinning his bullroarer while concentrating on a ceremonial
     fire.  It is unknown whether Gateway is a mutant, or if his abilities are
     mystical in nature.  He is apparently attempting to purify his soul and
     atone for past misdeeds, but due to his complete silence, no one is sure
     what he may be repenting (although it has been suggested that he was
     somehow involved in the murder of the Hellions by Trevor Fitzroy).  He is
     rumored to be the father of the X-Man Bishop (per information revealed by
     Bishop himself), but it is unknown whether or not this is true.

     Gateway is voiced by NOBODY.  He doesn't talk, yo.

GENERAL KINCAID

     As I do not remember this guy from the comics, I'm going to assume he was
     made up for the game.  General Kincaid lost his wife in the crossfire of
     a mutant battle, causing him to go all gung-ho on the mutant-hating
     bandwagon.  He continuously speaks out against mutants in official forums,
     and is constantly trying to get approval for a more intensive means of
     dealing with the so-called "mutant menace."  He is secretly channeling
     money into "Operation Vigilance," the primary purpose of which is to
     develop more powerful versions of the Sentinels, in order to hunt down and
     kill mutants.  General Kincaid makes the classic blunder of targeting
     Magneto, which in turn causes Magneto to step up his own plans for global
     domination.  Can't we all just get along?

     Kincaid is voiced by John DiMaggio, who also voices the Juggernaut.

HAVOK (Alex Summers)

     When their private plane was attacked by an unknown craft, Alex and his
     older brother Scott (later known as Cyclops), were pushed from the plane
     with a single parachute, which caught fire on the way down.  After
     recovering from their injuries, they were adopted by families on opposite
     sides of the country, and lost touch with one another.

     In his college years, Alex was kidnapped by a mutant calling himself the
     Living Pharaoh.  Both of them had the latent ability to tap cosmic energy,
     but somehow, Alex's power interfered with the Living Pharaoh's leaving
     them both unable to access their abilities.  The Living Pharaoh placed
     Alex in an inhibiting machine, allowing himself to fully access his own
     powers.  Calling himself the Living Monolith, he came into conflict with
     the X-Men, who defeated him and released Alex, who could now access his
     abilities.  He learned how to control his abilities from the X-Men, but
     chose not to join them.

     Eventually, he fell in love with the mutant Lorna Dane, aka Polaris, and
     the two served with the X-Men for a time.  Eventually, they retired from
     active duty to pursue their love of geophysics.  Later, the two were
     recruited to join the government-sponsored X-Factor, which Havok led.
     Eventually unable to deal with the burdens of responsibility, Havok left
     X-Factor, and joined the Brotherhood of Mutants, as led by the Dark Beast,
     Hank McCoy's evil counterpart from an alternate dimension (Age of
     Apocalypse, yo).  However, Alex was only pretending to belong to the
     Brotherhood, and was secretly working against them.

     After taking the Brotherhood down, Alex operated independently for a time,
     until an accident propelled him into an alternate universe.  When an evil
     cosmic force threatened to destroy all of the realities, Alex sacrificed
     his life by unleashing an unprecedented amount of power, destroying both
     himself and his adversary.  Whether he was truly destroyed or not remains
     unrevealed.

     Havok has the power to absorb ambient stellar energy and release it as
     bursts of pure plasma.  He can control the amount of energy he releases,
     ranging in effect from utter destruction to mild headache in his target.
     The power tends to radiate outward in a burst, but he can also project it
     unidirectionally down his arms.  He and his brother are immune to each
     other's powers, as they are apparently able to absorb each other's energy
     without ill effect.

     Havok is voiced by Matt Nolan, an actor with numerous minor mainstream
     tv and film credits, as well as some larger independent roles.

HEALER (real name unrevealed)

     Nothing is known of Healer's past before he joined the underground mutants
     known as the Morlocks.  An elderly and wise man, he has often tried to
     steer the Morlocks onto the paths of non-violence, with limited success.

     During the so-called "Mutant Massacre," Healer was attacked by Sabretooth,
     but rescued by the X-Men.  He was taken to the mansion, where he utilized
     his powers to help the survivors of the massacre.

     Healer was apparently killed at some point, but I never read that comic,
     so I have no idea by whom, or under what circumstances.  Sorry.

     Healer had the ability to psionically cause superhuman mutants to
     regenerate from injuries, as well as recover quickly from diseases or
     poison.  His power is said to only work on mutants, but this could be a 
     mistake, as I've only seen that mentioned once.

     Healer can be accessed at any Xtraction Point following the rescue of
     Gambit from the Morlock tunnels.  He sells Health and Energy pick-ups in
     return for Tech Bits.  Later in the game, he also sells "Grab Bags," which
     have random items in them, ranging from basic equipment, to artifacts, to
     Danger Room discs.  He will also sell "Qualifying Exam" discs, once you
     have moved beyond the point where you could find them on a mission.  
     Healer is voiced by Ed Asner, better known as Lou Grant from "The Mary
     Tyler Moore Show," as well as its spin-off, "Lou Grant."  A political
     activist, Mr. Asner is apparently so liberal he makes ME look like a
     fascist, and I'm pretty damn liberal.

ILLYANA RASPUTIN (aka Magik)

     Illyana was the younger sister of Colossus.  A young girl, she sometimes
     found herself the target of villains seeking to strike out at the X-Men.
     The villain Arcade kidnapped her from her home in Siberia and used her as
     bait to lure the X-Men into Murderworld.  She was rescued, and came to
     live with Peter at the mansion.

     The X-Men battle Magneto on a newly-risen island covered with ancient
     ruins, and defeated him.  Illyana was visiting her brother on the island
     during clean-up, and was lured away and trapped in a pocket dimension
     known as Limbo by the immortal sorceror, Belasco.  The X-Men traveled to
     Limbo and rescued her, only to briefly have her snatched away by Belasco
     as they were making their escape.  They managed to pull her back through
     the portal, only to find that she had aged into a teenager.

     Apparently, time passes at different rates between the two dimensions.
     While only a few seconds passed on Earth, several years passed on Limbo.
     During that time, Illyana was trained in sorcery by both Belasco and an
     alternate Earth version of Storm.  She also discovered she had the mutant
     ability to summon "stepping discs," portals that allowed her to teleport
     through space and time.  She defeated Belasco, claiming much of his power
     in the process, and became the ruler of Limbo, choosing to return to the
     X-Men.

     Illyana joined the younger group known as the New Mutants, and served with
     them for some time.  Unfortunately, the moral taint to her soul began to
     take her over, culminating in the event known as Inferno, when the demons
     of Limbo escaped and attempted to take over the world.  During the
     conflict, she sacrificed the dark portion of her soul to close the portals
     between Earth and Limbo, resulting in the loss of her magical powers, and
     returned to her original young age.

     Illyana returned to Russia to live with her parents, only to come back to
     live with Peter when their parents were murdered.  During this time, she
     came down with the Legacy Virus, and became one of its first victims.

     Illyana had the mutant ability to summon portals that would allow herself
     and others to teleport through time and space, passing through Limbo on
     the way.  She was trained in both sorcery and hand-to-hand combat during
     her years in Limbo, although the bulk of her magical powers were only
     available to her in Limbo.  Whether on Earth or Limbo, she had the ability
     to manifest a "Soulsword," a physical representation of her magic, which
     had devastating effects against magical creatures or spells, but no effect
     on non-magical beings.  While using her Soulsword, mystical armor would
     begin to form on her body, covering more of her the longer she used it.
     Illyana became best friends with Shadowcat while she was a teenager, and
     after her death, the Soulsword became bonded to Shadowcat.  It has since
     been given to Margali Szardos, Nightcrawler's adoptive mother, who has
     used it to achieve her own ends.

     Illyana's role in the game is the same as her role often was in the
     comics:  bait.  She is voiced by Jeannie Elias, an actress with numerous
     voice, tv, and movie credits.  She was the voice of Margaret in the
     "Dennis the Menace" cartoon, which should be enough to have her deported.

JUGGERNAUT (Cain Marko)

     Cain Marko's father Kurt was an atomic researcher.  He divorced Cain's
     mother and put Cain into a boarding school.  While Cain was away, Dr.
     Marko's colleague, Dr. Brian Xavier, died in an accident.  Desiring his
     widow's wealth, he married her and took in her young son, Charles.

     Cain came back from boarding school to find he had a new stepbrother.
     Secretly abused by his father, both mentally and physically, Cain took out
     his rage on his stepbrother, bullying him mercilessly.  When Charles's
     telepathic powers developed, he accidentally read Cain's mind and learned
     of the abuse.  Cain, believing Charles had read his mind intentionally to
     humiliate him, grew to hate him.  After a laboratory accident claimed his
     father's life, he and Xavier went to live at the Xavier estate in New
     York.  Xavier's mother had died of grief previously, in no small part due
     to the realization that her husband only married her for her money, and
     she had left her estate and considerable fortune to Charles.  Growing ever
     more resentful of Charles, he left the mansion and joined the military,
     eventually becoming a mercenary.  It was during this time that he made the
     acquaintance and friendship of the mutant Black Tom Cassidy.

     When he and Charles ended up as part of the same military unit, he
     deserted, and Charles was sent to bring him back.  He tracked Cain to a
     hidden cavern that contained a forgotten temple.  Cain stole a large ruby
     from an idol in the temple, and was transformed into a huge being.  The
     cavern collapsed, and Xavier escaped, thinking his stepbrother was killed.
     Marko used his new abilities to eventually dig himself out of the cavern,
     and, calling himself the Juggernaut, sought out Xavier with the intention
     of killing him.  He was defeated by the X-Men, however, although he was
     able to escape capture.  He became a criminal for hire, usually partnered
     with his friend Black Tom Cassidy.  He clashed with the X-Men and various
     other super-groups, but preferred to use his powers for personal gain,
     rather than out-and-out world domination.  Recently, he has been shown the
     potential he has to use his powers for good, and has saved the world on a
     couple of occasions.  The realization that he has been wasting his life
     has caused a crisis of faith for him.

     Juggernaut has been mystically endowed with nearly-immeasurable strength
     and endurance.  Once he begins moving, nothing in his path can stop him,
     although his progress can be slowed at times.  Not only is his flesh
     extraordinarily dense and resistant to damage, but he wears a suit of
     nearly-impenetrable mystic armor, and can surround himself with a force
     field.  The three together make him virtually invulnerable.  His only true
     weakness is to mental or sonic attacks (though, presumably, his force
     field would protect him from the latter to some extent).  To combat this,
     he has fashioned a helmet out of the same metal as his armor which
     completely shields his mind from mental attack.

     Juggernaut is voiced by ME!  Nah, not really.  But that would be cool.  He
     is voiced by John DiMaggio, who was the voice of Bender on "Futurama."
     Okay, I take it back.  That's almost as cool as me.

MAGNETO (Erik Magnus Lehnsherr)

     The man who would become Magneto lost his family in a concentration camp
     during the Holocaust.  This trauma caused him to manifest his powers for
     the first time, allowing him to escape.  Sometime after that, he made the
     acquaintance of Charles Xavier, and the two became close friends.  They
     eventually split over differences in their ideology:  Erik's experience in
     the Holocaust had led him to believe that humanity would eventually try to
     wipe mutants off the face of the earth, and he believed mutants should
     strike first to protect themselves.

     Using several tons of stolen Nazi gold, Erik began his plans for mutant
     domination, beginning with an assault on a nuclear weapons facility.  He
     was stopped by Xavier's newly-formed X-Men.  He and the X-Men clashed
     several times over the years, with the X-Men barely managing to defeat him
     each time.  At one point, they managed amicable relations, and Xavier
     trusted him with the leadership of the X-Men when he left the Earth to
     join his lover Lilandra in a distant galaxy.  Magneto led the X-Men for
     some time, before eventually leaving them and returning to his plans for
     conquest.  A group of terrorist mutants calling themselves the Acolytes
     made him their leader, and he created a free society for mutants on his
     orbiting base, Asteroid M.  He continued to maintain plans for taking over
     the world, however, and in a subsequent attack on the X-Men, he used his
     powers to rip all of the adamantium from Wolverine's bones, nearly killing
     him in the process.  After this, Xavier, realizing that Magneto could
     never be dealt with peacefully, used his abilities to wipe his former
     friend's mind clean, leaving him catatonic.  Over the following years,
     Magneto eventually regained his memories, and is a threat to the world
     once again.

     Magneto has the power to generate and control various forms of energy on
     the electromagnetic spectrum.  His sheer power is such that he was able to
     permanently alter the Earth's magnetic fields at one point, reducing the
     range of Xavier's mental powers.  His control over magnetism is such that
     he can manipulate the iron in a person's blood so as to incapacitate,
     paralyze, or even kill.  He is able to see patterns of energy around him
     and manipulate them.  He typically wears a suit of metallic armor, which
     his magnetic abilities make as flexible as cloth, preventing his
     movement from being hindered.  He is capable of generating a protective
     force bubble, which is nearly completely impenetrable.

     Magneto is voiced by Tony Jay, a veteran voice actor, who did the voice
     for "Dr. Lipschitz" in the "Rugrats Go Wild" movie.  Which, admittedly,
     isn't that big a deal, but the name "Lipschitz" makes me giggle like a
     fiend.

MARROW (Sarah, last name unrevealed)

     Very little is known of Marrow's history prior to joining the underground
     mutants known as the Morlocks.  She escaped the so-called "Mutant
     Massacre," meeting the X-Men for the first time, as a young girl.  Later,
     she joined several other Morlocks in leaving for another dimension with
     Mikhail Rasputin, Colossus's older brother.  Time passed more quickly in
     the other dimension, and she returned as a fully-grown adult, forming the
     mutant terrorist organization Gene Nation.

     Members of Gene Nation kidnapped a subway car full of humans on the
     anniversary of the "Mutant Massacre," threatening to kill a human for each
     Morlock that had died that day.  The X-Men rescued the passengers and
     overcame the terrorists.  Marrow had set up a bomb in the tunnels that
     was linked to a triggering device on her heart.  She taunted Storm during
     combat that the only way to stop the bomb was to stop her heart.  Storm,
     needing to end the battle quickly before the bomb went off, tore Marrow's
     heart from her chest and destroyed the triggering device.  Storm's cool
     like that, yo.

     Marrow was presumed dead, but resurfaced later in a battle with Sentinels
     in New York City (her mutant body actually had two hearts, and could still
     function with one remaining).  During the battle, she met and fought side
     by side with Iceman, and accepted his invitation to join the X-Men shortly
     thereafter.

     Marrow has the mutant ability to cause her skeleton to grow radically
     through her skin, without harm to herself.  She is able to generate
     weapons made of bone, and is extremely proficient at throwing weapons and
     melee combat.  Her skeleton regenerates at an exaggerated rate, allowing
     her to replace bones she has removed very quickly.  Her bone structure is
     denser than that of a normal human's, giving her a high degree of physical
     protection.

     Marrow is voiced by Nancy Linari, another voice and minor tv actress.

MOIRA MACTAGGERT

     Moira first met Charles Xavier in college, where the two were pursuing
     similar degrees in genetics.  The two became lovers, and she was one of
     the very few he entrusted with his secret abilities.  She encouraged him
     in his plans to eventually form a school to help mutants come to terms
     with their abilities.  The two eventually went their separate ways, but
     remained friendly.

     Moira returned to her home country of Scotland, where she married Joe
     MacTaggert.  When she gave birth to a mutant son, Joe left her.  Her son
     Kevin was born with the ability to alter reality to suit his whims, but
     exercising the power burned out his life energy.  Moira kept him captive
     and sedated, searching frantically for a solution.  He escaped and, taking
     the name Proteus, went on a rampage through the Scottish countryside,
     possessing the bodies of others to prolong his own life.  Moira called in
     the X-Men for their help.  Proteus had a fatal allergy to metal, and was
     eventually slain in self-defense by Colossus, after possessing the body of
     his father, Joe.

     Using the equipment she had designed and built for Proteus, Moira formed
     her own mutant research facility on Muir Island, an island that she owned
     off the coast of Scotland.  She continued to aid the X-Men whenever they
     needed, and eventually headquartered the British team Excalibur out of her
     facility.  Moira, perhaps due to latent mutations that were passed on to
     her son, became the only known human to be afflicted with the deadly
     Legacy Virus.  She succumbed to it while searching for a cure.

     Moira MacTaggert is voiced by Michelle Arthur, who has had bit parts in
     such movies as The Terminal, GoldenEye, and Seabiscuit (no, she didn't
     play the title role).

MYSTIQUE (possibly Raven Darkholme)

     Much of Mystique's past is shrouded in mystery.  It is known that at one
     point in her life she had been using her shapeshifting ability to pose as
     a wealthy noblewoman, only to be forced to flee an angry mob when she gave
     birth to a clearly-nonhuman baby.  While fleeing, she abandoned the baby,
     who was saved by a traveling circus and grew up to become the adventurer
     Nightcrawler.  She has adopted so many forms and identities over the years
     that it is rumored even she is no longer aware of her original identity.
     Disturbed by rising anti-mutant hysteria, she formed the second version of
     the Brotherhood of Mutants.  They plotted to assassinate Senator Robert
     Kelly, who favored an anti-mutant platform, but were foiled by the X-Men.
     Later, Rogue, who Mystique had taken in and raised as her own daughter,
     left the Brotherhood and sought the X-Men's help in controlling her mutant
     absorption power.  Although hurt by this, Mystique could not bring herself
     to hate Rogue, and has often acted to protect her from harm, even though
     they are on opposing sides of the conflict.

     Mystique sought out government official Valerie Cooper and offered her the
     services of the Brotherhood, in exchange for amnesty.  Renaming themselves
     Freedom Force, the group operated within the law, striking out at targets
     designated by the government.  Some time later, Mystique's longtime friend
     (and rumored lover) Destiny was murdered by Legion, the schizophrenic son
     of Charles Xavier.  Freedom Force lost their government backing, and went
     back to conducting terrorist activities as the Brotherhood.

     Mystique was eventually captured and forced to serve under Forge with the
     government-sanctioned team X-Factor.  A technological inhibitor prevented
     her from using her powers to mimic other members of the team.  Like fellow
     criminal Sabretooth, she managed to escape their custody, and resumed an
     old identity, that of a Senator's wife.  She remains at large.

     Mystique has the mutant ability to psionically alter her shape, mass, and
     even clothing to resemble another person.  She can adopt forms that are
     somewhat larger or smaller than her normal form, but can only adopt the
     shape of humans (revisionist cartoons notwithstanding).  When in another
     form, she is almost undistinguishable from the original, down to finger-
     prints or retinal patterns.  She is unable to replicate another's super-
     human abilities, however.  Mystique is a highly-capable hand-to-hand
     combatant, as well as skilled in the use of firearms and conventional
     weaponry.  She will stop at nothing, including murder, to achieve her
     ends, making her a very dangerous opponent.

     Mystique is voiced by Grey DeLisle, who apparently was out sick the day
     they covered "subtlety" in voice acting class.  She also provides the
     voice for "Vicky" on "The Fairly OddParents," which might explain her
     apparent need to screech every line she has on this game.

PYRO (St. John Allerdyce)

     Before coming into the public eye as the mutant terrorist Pyro, Allerdyce
     was a popular writer from Australia, writing travelogues, adventure
     novels, and a string of trashy Gothic romances.  It is unknown whether he
     continues to write.  He joined Mystique's incarnation of the Brotherhood,
     and served with them through their many changes in roster.  He formed a
     close friendship with Fred Dukes, aka the Blob, and the two often pursued
     criminal activities outside of the group together.  Pyro became afflicted
     with the deadly Legacy Virus, and left the group while pursuing a cure.
     He has since come into conflict with the X-Men, as well as the costumed
     adventure Daredevil.  He remains at large.

     Pyro has the ability to psionically control fire.  While he has it under
     his control, he can cause a flame to grow in strength and intensity, as
     well as assume any shape he can imagine, even that of living creatures.
     He is immune to burning from any fire that is under his personal control,
     but not from uncontrolled flame.  Unable to generate fire, he often
     employs the use of a backpack-mounted flamethrower, which provides him
     with plenty of ammo for his power.

     Pyro is voiced by Robin Atkin Downs, who also provides the voice for
     Cyclops (qv).

SABRETOOTH (Victor Creed)

     Victor Creed's mutations were evident at birth, causing his father to
     abuse the boy and confine him to the dark cellar at their home.  Victor
     escaped through undisclosed (though probably very violent) means.  His
     subsequent history is unknown, although it is known that he served with
     several other superhumans under the government's Weapon X program, and was
     partnered with Wolverine.  The two had a falling out at that time, which 
     has made them mortal enemies today.

     Creed teamed with the technologically-based villain Constrictor for a
     time, but the two parted, perhaps due to Creed's instability.  He served
     as a freelance assassin for many years, coming into conflict with numerous
     superheroes.  He worked with a young telepathic woman named "Birdie," who
     used her abilities to help him retain control over his psychotic rages.  
     He became addicted to this process, and after Birdie's death, became much
     more savage and unpredictable.  He was recruited by Mr. Sinister to join
     the Marauders, and participated in the so-called "Mutant Massacre" of the
     Morlocks in the tunnels beneath New York City.  He was captured by the
     X-Men, and Professor Xavier worked to try to cure him of his bloodlust.
     Wolverine, incensed that they were sheltering Creed, allowed him to
     provoke him into attacking, and perforated his brain with his claws,
     effectively lobotomizing him.  Creed remained childlike and docile for
     some time, long enough for the X-Men to relax their guard, before making
     his bid to escape, severely wounding Archangel and Psylocke in the
     process.  He was eventually captured and added to the roster of the
     government-sponsored team X-Factor, as led by Forge.  Forge designed a
     shock collar to prevent Sabretooth from harming others.  Unfortunately,
     Sabretooth was eventually able to overcome the collar and escaped.  He
     remains at large.

     Sabretooth possesses superhuman endurance and senses.  He is very strong,
     although perhaps not at a superhuman level.  He is also possessed of a
     healing factor, similar to Wolverine's, that allows him to regenerate from
     almost any injury.  His claw-like nails and fangs are extraordinarily
     tough, able to cut through bone.  He has animalistic urges, and gives in
     to bloodlust in battle.  A true psychopath, he enjoys hunting and killing
     humans, and is considered to be a serial killer by the authorities.

     Sabretooth is voiced by Peter Lurie (see Avalanche). 

SHADOW KING (real name unrevealed)

     Little is known of the Shadow King's history or origin.  He is presumed to
     be a mutant, but could possibly be an extradimensional entity.  He was 
     first encountered years ago by Professor Xavier, under the guise of Amahl
     Farouk, an Arab crimelord in Cairo.  Sensing Xavier's presence, and 
     jealous and afraid of another telepath being in his territory, he attacked
     Xavier.  Xavier met him in psychic combat, and was barely able to defeat
     him, banishing his mental presence to the Astral Plane.

     Shadow King showed up years later, possessing the New Mutant Xi'An Coy
     Manh, aka Karma.  Storm and the New Mutants were able to reach Karma's
     true mind, however, and she was eventually able to purge the Shadow King 
     from her body, confining him once more to the Astral Plane.

     Shadow King next used his abilities to target several X-Men based out of
     the Muir Island Research Center.  His influence caused the X-Men based
     there to become cruel and violent.  Eventually, they clashed with the
     other members of the X-Men, and Professor X, who had had the use of his
     legs restored to him, fought the Shadow King on the Astral Plane.
     Unfortunately, the physical stresses caused by the psychic battle
     shattered his legs, confining him once more to a wheelchair.  The Shadow
     King was banished once again.

     Shadow King exists as a disembodied consciousness based out of the Astral
     Plane.  He is able to manifest in the physical plane by taking possession
     of weaker minds, completely submerging their personality with his own.
     Deprived of physical sensation on the Astral Plane, Shadow King tends to
     indulge in every depravity he can think of while possessing someone,
     especially gluttony, and the "borrowed" body often becomes grotesquely
     obese.  Although Professor Xavier first encountered him as "Amahl Farouk,"
     it is unknown whether this is actually the Shadow King's true identity,
     or another of his possessed victims.  Shadow King is a powerful telepath,
     able to fight Xavier to a standstill, and is capable of manipulating the
     Astral Plane to respond to his whims.  His form on the Astral Plane is
     usually that of a hideous demon.  His main weakness is his
     over-confidence, which has led him to be butt-whipped by Xavier time and
     time again.

     Shadow King is voiced by Dorian Harewood, who has been in multiple movies,
     such as "Gothika" (which rocked), and "Glitter" (which, um, didn't rock).

TOAD (Mortimer Toynbee)

     Originally resembling a short, squat man with bulging eyes and an
     unusually large mouth, Toynbee was picked on constantly as a child due to
     his grotesque appearance.  His desperate search for affection and approval
     caused him to become incredibly subservient to anyone who showed him the
     slightest acceptance.

     He joined Magneto's original Brotherhood, where he remained devoted to
     Magneto, despite the former's constant abuse.  Eventually separated from
     the team, he wandered for some time, coming into conflict with various
     other heroes.  At one point, despondent about his life, he attempted
     suicide, only to be rescued by Spider-Man, which caused the pathetic
     Toad to worship the hero and attempt to become his partner.

     Toad mutated further later in life, to an even more inhuman appearance.
     He started his own incarnation of the Brotherhood, only to have it
     disbanded.  Emma Frost, taking pity on him, allowed him to stay at her
     little-used Northern estate, only to have Generation X come into conflict
     with him later.  He eventually joined the current incarnation of the
     Brotherhood, where he remains today.

     Toad's primary abilities lie in his legs, which are superhumanly strong.
     Although capable of lifting about a ton in his upper body, his legs are
     about five times stronger, enabling him to leap fantastic heights, as well
     as deliver superhumanly powerful kicks.  His tongue is elongated and
     almost prehensile, allowing him to utilize it as a whip or to grapple.
     His spit has poisonous properties, and he can hurl it into his opponents'
     faces, blinding them or damaging them.

     Toad is voiced by Armin Shimerman, perhaps best known as the deliciously
     mean Principal Snyder on "Buffy the Vampire Slayer (series)."  Well, best
     known to ME, anyway.  He apparently also played the Ferengi Quark on "Star
     Trek:  Deep Space Nine," which I never watched.  


VIII.  X-MANSION

GROUND FLOOR

Contains most of the necessary rooms for daily living, as well as a library,
classroom, and the Headmaster's office.

+------+                  +------+
|  (1)E|                  |E (2) |
|      |     +--oo--+     |      |
|      |     |      |     |      |
+-o--o-+-----+      +-----+-o--o-+
|            o (3)        o  (4) |
+-o--o-+-----+      +-----+      |
|      |     |  E   |     +-o--o-+
|  (5) |     |      |     |  (6) |
|      |     |  S   |     |      |
+------+     |      |     +------+
             +      +
              \    /
               +o+
E - Elevators
S - Stairs

 (1) DAY ROOM - Living room and rec area.  You can access all unlocked movies
     by examining the television here.  An evac tube can take you to the other
     two levels of the Mansion.

 (2) CLASSROOM - Classes for the younger students are taught by Professor
     Xavier and other members of the X-Men.  An evac tube leads to the other
     two levels of the Mansion.

 (3) SITTING ROOM - Lounge and Study area.

 (4) LIBRARY - Here you can view collected comic books, and get their bonuses.

 (5) DINING ROOM - Huge table; seats 10.

 (6) PROFESSOR XAVIER'S OFFICE - Here you can view files on all recruited
     X-Men.

DORMITORIES

Living and study facilities for students at the Academy.

+---------+                 +---------+
|        E|                 |E        |
|   (1)   |                 |   (7)   |
|         |                 |         |
+---+ +---+                 +---+ +---+
|(2)| |(3)|                     | |(8)|
|   o o   |                 +---+ o   |
|   | |   |                 |(9)| |   |
+---+ +---+                 |   o +---+
    | |(4)|                 |   | |   
+---+ o   |                 +---+ +---+
|(5)| |   |      / E \          | |(A)|
|   o +---+-----+     +---------+ o   |
|   |                             |   |
+---+-+-o-+-----+     +-----+-o-+-+---+
      |(6)|     |     |     |(B)|
      |   |     |  S  |     |   |
      |   |     |     |     |   |
      +---+     |     |     +---+
                +-----+

E - Elevators
S - Stairs

 (1) COMMONS - Study and recreation area for students.  Examine the computer
     here to play the X-Men Trivia Game.  An evac tube can take you to the
     other two levels of the Mansion.

 (2) LOGAN'S ROOM - Somewhat messy.  Check here for little Easter Eggs that
     reveal glimpses into Wolverine's history.

 (3) PETER'S ROOM - Very clean.  You can review Concept Art that you have found
     by checking the sketchbook on his dresser.  Check the room from time to
     time to find little Easter Eggs about Colossus.

 (4) BOBBY'S ROOM - Very messy, with lots of swimsuit posters.  Check here from
     time to time to find personal items of Mr. Drake.

 (5) ORORO'S ROOM - Very tidy and decorated in an African theme.  You can find
     personal items from Storm here.

 (6) ROGUE'S ROOM - Decorated in feminine Southern charm.  You can find items
     about Rogue here.

 (7) COMMONS - Study and recreation area for students.  Examine the computer
     here to view Loading Screens you have unlocked.  An evac tube can take you
     to the other two levels of the Mansion.

 (8) HANK'S ROOM - Clean, but cluttered.  Check here to find personal items
     giving you a glimpse into Beast's personality.

 (9) ALISON'S ROOM - This is the room given to Magma.  It is still undecorated.
     Check it from time to time to find personal items.

 (A) JEAN'S ROOM - Very clean, with feminine decoration.  Personal items here
     give insights into Jean's life.

 (B) SCOTT'S ROOM - Meticulously clean, and very masculine.  You can find
     Cyclops's personal items here.  It's right next to Jean's room.  Not that
     I'm suggesting anything.

SUB-BASEMENT
This level houses all of the equipment and special facilities of the X-Men,
including training, medical, computers, and laboratories.

                 +-------+
                 |       |        +----+
                 |       |        |    |
                 |  (1)  |        |(2) |
                 |       |        |    |
                 |       |        |    |
                 |       |    E   |    |
          +------+---o---+----o---+-o--+--
          |      |                        \
          |  (3) o            X            \
          |      |                          +----------+
          +------+--------+E     E+----     |          |
                          |       |    \    |    (4)   |
                          |       |     \   o          |
                          |       |      \  |          |
                          |       |       \ |          |
                          |       |        \|          |
                          |       |         +----------+
                          |       |
                          |       |
         +--------------+ |       | +--------+
         |              | |       | |        |
         |              | |       +-|        |
         |     (5)      +-+         o  (6)   |
         |              o         +-|        |
         |              +-+       | |        |
         |              | |       | +--------+
         |              | |       |
         |              | |       |
         +--------------+ |       |
                          |       |
                          |       |
                          +---o---+
                         /         \
                        /           \
                       +             +
                       |    (7)      |
                       |             |
                       +             +
                        \           /
                         \         /
                          +-------+
 X - Xtraction Point
 E - Elevators

 (1)  MED LAB - Developed with the special needs of mutants in mind, the
      advanced AI of the Med Lab is practically capable of performing surgery
      on its own, provided they can get approval from their HMO.

 (2)  BEAST'S LAB - Hank McCoy's private lab, home to his research, computers,
      and inventions.  His home away from home.

 (3)  BRIG - Cell designed to hold all but the most powerful of mutants; used
      to detain captured foes before handing them over to the proper
      authorities.  You can check profiles on the main villains here.

 (4)  HANGAR - Houses the X-Jet, as well as some of the X-Men's personal
      vehicles.  The X-Jet, which has VTOL capabilities, exits through a hatch
      that opens up in the school's basketball court.  I like to think this
      little arrangement has claimed the life of many a sport-oriented young
      student at the Academy over the years.

 (5)  DANGER ROOM - The X-Men's training facility.  Contains exercise equipment
      for more normal workouts, as well as advanced AI, robotics, and
      holography that allows duplication of virtually any environment.  You can
      access all unlocked training scenarios here (as well as at any Xtraction
      Point).

 (6)  WAR ROOM - Home to computers that continually monitor world events, the
      X-Men meet here to plan battle strategy before going on missions.  The
      X-Men's uniforms are also stored here.  Go here when you are ready to
      initiate new missions.

 (7)  CEREBRO - Professor Xavier's super-computer.  A trained telepath can use
      Cerebro to greatly enhance his or her power.

NOTE:  The X-Mansion also contains a huge backyard, with tennis courts,
       basketball courts, gardens, gazebos, and a ginormous swimming pool, but
       I'm not even going to attempt to map that suckah.  You're only in it
       once or twice, anyway.

IX.  WALKTHROUGH

NOTE:  As noted elsewhere in this FAQ, the on-screen map does not have a
compass, limiting my ability to give easy-to-follow directions.  Fortunately,
the game is somewhat linear, so bear with me, and I'll get you there
eventually.

A.  NEW YORK

MISSION OBJECTIVES:  Find Blob.

After a nifty little FMV of the Blob kidnapping the newly-mutated Alison, you
find yourself in control of Wolverine in a small courtyard.  Move forward, and
the first of several Anti-Mutant Troopers will rush you.  These guys are
pushovers, and are mostly there to get you used to the fighting controls.
They're worth 7 exp each, so be sure to get them all.  There are four troopers
in this area.  Dispose of them, and be sure to pick up a few power-ups by
destroying trash cans and whatnot.  Apparently there's been a recall of Health
and Power Pick-ups, because people in New York are throwing them away by 
the boatload.  Rather than point out all of the breakable stuff (there's a ton
of it), just assume that you should be destroying anything with a durability
bar to find pick-ups.  Pick-ups seem to appear most often out of container-type
objects (garbage cans, boxes, etc).  Ahead of you will be a subway entrance. 
Go on down the stairs.

Inside the subway entrance, three more troopers will attack.  All three rush
you at once, so try to use Knockback attacks to keep from losing too much
health.  The floor looks partially broken away and flooded by lava, but don't
worry; you can't fall off.  Check the trash for more pick-ups, if needed,
and head up the opposite stairs.

Two more troopers will attack as you exit the station.  Slice n' dice and take
the ramp with a Health Pick-Up to your right.  At the first landing, another
trooper will attack.  Kill him dead, and continue up the ramp, jumping down
onto some overturned subway cars.  As you make your way back down to ground
level, two more troopers will attack.  Take care of 'em and go up the stairs
to your left for a couple of pick-ups and two more troopers (exp!  YAY!).
Go back down to ground level, and follow the trail of the Blob's size 26 
clodhoppers, which leads you into the next area, WEST MANHATTAN.

WEST MANHATTAN

As you enter the next level, Avalanche will appear and use his powers to create
an impassable barrier.  Avalanche is a jerk.  Head down the stairs on your left
into another subway entrance, where you will be attacked by three more
troopers.  You will probably gain your first level during this fight, and I
suggest adding your new skill point to Healing Factor.  Head up the opposite
stairs.

The next area will be swarming with troopers.  Take 'em out, and continue to
follow the Blob's footprints through a large glass atrium-looking building to
the next street.  More troopers.  Merrily slaughter them, and follow the
footprints into CENTRAL PARK.

CENTRAL PARK - MISSION OBJECTIVES:  Defeat Mystique; Find Blob.

Upon entering the Park, there's a cut-scene where you meet Cyclops, only to get
bitch-slapped by him because he's Mystique in disguise.  Mystique runs away,
leaving you to fight two Brotherhood Thugs.  They're only slightly more 
powerful than the Troopers from the previous areas, so just whale away on 'em
until they're good and dead.  They're also worth 7 exp apiece.  The bridge is
out, so follow the footprints around, battling as you go, to the next bridge.

As you cross the bridge, you run into Pyro, who sets a fire that blocks your
path.  Pyro is a jerk.  Head to your left, passing through a large archway.
Immediately to your right after going through the arch will be a set of stairs.
If you continue on, you'll reach the broken bridge and a couple of pick-ups,
if you need them.  Otherwise, go up the stairs and drop down into what looks
suspiciously like raw sewage flowing into a barred culvert.  Destroy the bars
and pass through the culvert, destroying another set of bars and emerging on
the other side of the fire.  Pyro has set another fire here, but you can 
break open the fire hydrant to your left (conveniently marked with a blue X)
and put it out.  Just past the fire is your first Xtraction Point, where you
can save your game.  Continue to follow the path until you pass through a
square arch.  Brotherhood Thugs slam the gate shut and lock it behind you, and
you have your first Boss battle.

BOSS BATTLE - MYSTIQUE (30 exp)

The main thing to watch out for with Mystique is her speed. She'll probably
land two or three hits on you for each time you hit her.  Occasionally, she
will whip out a pair of submachine guns and fire them full auto in an arc.
She stands blessedly still while firing, allowing you to unleash a few Brutal
Slashes her way.  If she throws her pistols straight up and then catches them,
she's preparing to unleash a full salvo straight ahead, which can take off
quite a bit of health, but if you can dodge a clip of bullets, you can dodge a
ball.  She also tends to drop grenades, so keep an eye out for flashing 
objects on the ground so you won't be caught in the blast.

Brotherhood Thugs will intermittently attack during this battle.  When they
show up, she will either jump on top of the nearby restroom and throw grenades
or fire her guns at you until you've beaten them, or will shape-shift into a
Thug and not reappear until you've defeated all of them.  She will also
sometimes shape-shift into a duplicate of Wolverine, minus the claws, but
doesn't seem to have any particular physical advantage in this form, and still
tends to use her guns and grenades.

Keep an eye on your health, and the fight will be over in no time.  The
attacking thugs tend to drop lots of pick-ups, but if you want to conserve
your items, and have allocated skill points into Wolverine's Healing Factor,
you can avoid Mystique by running around the restroom.  Occasionally she'll
chase you, but more often she'll either try to run straight against the wall
or just stand still and wait for you to reappear.  Just keep the restroom
between yourself and Mystique for a bit.  You can regenerate plenty of health
this way, and renew your attack.

After Mystique goes down, enjoy a little cut-scene tough-guy talk, and continue
on into EAST MANHATTAN.

EAST MANHATTAN - MISSION OBJECTIVES:  Find Blob; Defeat Blob.

Just ahead on this level, Cyclops is waiting to join you.  Switch your active
control to him, especially if you're running low on Energy power-ups (You need
to conserve Cyclops's EP for now).  As you proceed forward, there's another
Xtraction Point near a spire monument.  Continue onward, battling Brotherhood
Thugs as you go.  Be sure to stick to regular melee attacks with Cyclops for 
the time being, as you'll be needing all of your EP for the upcoming boss
battle.  Follow the footprints until you enter an alleyway, and you'll come
upon Alison and the Blob.  Alison breaks away from the Blob with a little
girlie-slap, and runs off to cower in a corner while you fight him.  Hello?
Alison?  Lava?  Ringing any bells?

BOSS BATTLE - BLOB (20 exp)

Blob may be 800+ lbs with big ol' he-boobies, but he's pretty quick, and his
attacks do quite a bit of damage against low-level characters.  Try to keep
your distance, but also keep him on screen at all times, to better anticipate
his attacks.  His most devastating attacks involve throwing his weight around.
If he starts charging you, DODGE, because he's getting ready to launch into
a crushing belly flop.  He will also jump straight up and land in a sitting
position, causing a shock wave with a pretty decent radius that will not only
damage everyone in range, but knock them down.  He uses both of these attacks a
LOT.  The belly flop is pretty easy to dodge, but the shock wave attack doesn't
have much of a lead-up animation, and will usually catch you if you're not
careful.  He'll also occasionally just try to punch you, which is less
damaging.  He also tends to pick up and throw a lot of objects.  He's strong
enough to lift a car or truck.  If you see him pick one up, try to get
something between you, because neither Cyclops nor Wolverine are quite strong
enough at this point to play catch with Buicks.

The area you're battling in is a loading dock with plenty of maneuvering room.
When you first start the battle, run around the perimeter of the area
destroying objects.  Not only does this give Blob less ammunition to throw,
but you'll reveal a lot of pick-ups that you'll probably need during this
battle.  Unfortunately, you can't destroy cars and trucks with either
character yet.  Blob is resistant to physical attacks, which means that you
will have to rely on Cyclops's Optic Beam to do any appreciable damage.  
Although low-powered at Level 1, the Optic Beam will still do more damage than 
Wolverine's melee attacks.  If you time it right and hit Blob with an Optic
Beam just as Wolverine hits him with his Brutal Slash, you can increase your
damage with a combo.  Try to dodge Blob's more powerful attacks, healing
or replenishing EP as needed, and keep nailing him with Optic Beams, and he'll
eventually fall.  After the battle, Alison will follow you, but is not yet
a member of the team, and will not fight.  Destroy all the breakables you can
to replenish your pick-ups, and exit through the opposite alley to the 
EAST ROOFTOPS area.

EAST ROOFTOPS - MISSION OBJECTIVES:  Get to the X-Jet.

You enter the area right next to an Xtraction Point.  The metal stairs beside
the Xtraction Point lead to a dead-end rooftop with a couple of Thugs.  Go up
the ramp by the stairs and cross the fallen billboard to another rooftop to 
meet a new enemy, the Brotherhood Insurgent.  The Insurgents are a little
tougher, and can fire energy beams, or a wide arcing energy attack that can
stun you.  They're worth 11 exp apiece.  Go up the stairs to enter a building,
revealing a Comic Book Pick-Up (Ultimate X-Men 33).  Once you've reviewed this
comic back at the X-Mansion, Wolverine will get a permanent +2 bonus to his
Striking and Agility.  If you take the time to trash everything in the room, 
you'll uncover quite a few Tech Bits and miscellaneous Pick-Ups.  Take the
stairs in the far corner to the roof, where another set of stairs and a wooden
"bridge" will take you to a rooftop with enormous skylights and two sets of
stairs.  The staircase to the left leading up behind the huge Marvel sign is a
dead end with a couple of meager pick-ups.  Take the other staircase, straight
ahead, and cross the makeshift bridge to the NORTH ROOFTOPS.

NORTH ROOFTOPS

You'll start out in a rooftop dining area.  If you like, take the time to
destroy all of the tables and chairs in a search for Tech Bits, while asking
yourself brooding philosophical questions like, "Why do the humans fear and
hate us mutants so?"  You probably won't find anything, but isn't smashing fun?
Take the wooden ramp up, and drop down to the next rooftop, where some
Brotherhood Thugs will try to take all of the fun out of your existential
angst.  Mop them up, and cross a wooden ramp, a narrow rooftop, and another
couple of wooden ramps to reach a new rooftop.  Here, you'll be mobbed by 
several Thugs and Insurgents.  The wooden ramp to your right leads to a
dead-end rooftop with several pick-ups, but your goal is the metal staircase
directly ahead.

At the first landing, you'll find a spinning Danger Room disc.  Grabbing it
unlocks the "Teamwork 101" training mission.  Continue up several flights,
fighting Thugs and Insurgents along the way, and you'll reach the X-Jet.
Congratulations!  Mission one is complete!  Now settle back and enjoy a brief
cut-scene inside the jet, where Alison meets several of the X-Men and reveals
that she has big, scary man-hands, much like Uma Thurman.

B.  X-MANSION (I)

MISSION OBJECTIVES - Explore the sub-basement; Start new mission; Explore the
X-Mansion; Contact Forge.

Alison is escorted into Professor Xavier's office, where she meets the man
himself, as well as Jean Grey.  The Professor invites her to stay with them,
offering a tour of the facilities by Jean, and a personally-guided tour of the
sub-basement.  Go ahead and accept the guided tour by Jean first.

As you move through each room on the first two floors, Jean will provide
background information on the room and various X-Men.  Be sure to visit the
Common Room in the West Wing of the Dormitories and play the Trivia game while
Jean is with you; the exp bonuses for correct answers will be applied to both
Magma and Jean!  NOTE:  On my replay game, I skipped both tours.  When I played
the trivia game, the exp was given to both Magma, and Storm (the last person I
had talked to).  So, the exp is given to Magma and whichever X-Man she talked
to last.

Interesting things to check:  the easel in PETER'S ROOM; the Canadian flag in
LOGAN'S ROOM; the picture of Jean in SCOTT'S ROOM; the rose pictures in JEAN'S
ROOM; the chalkboard in HANK'S ROOM; the suitcase in ALISON'S ROOM; the desk in
ORORO'S ROOM.

After you're done exploring the first two levels of the Mansion, return to the
Professor's office and agree to take the sub-basement tour.  He will follow you
at a surprisingly fast clip in his wheelchair, explaining the functions of the
various rooms.  Talk to him again to end the tour, and you're left free to
explore on your own.

Now that you're on your own, go ahead and contact Forge on the wall computer in
the War Room, fulfilling one of the goals you have to meet before you can
access the next mission.  He reveals that the Brotherhood also attacked Dr.
MacTaggert's facility on Muir Island, and stole a device to mask mutant DNA
from genetic scanners.  Interesting...

Now, go explore a bit and talk to other members of the X-Men.  You can find
Beast in BEAST'S LAB, Storm in ORORO'S ROOM, Rogue in the SITTING ROOM, and
Iceman in the DAY ROOM.  After your little meet-and-greet with the other X-Men,
now would be a good time to head to the Danger Room for some training (meeting
the other X-Men adds them to your available team roster for training).  Be sure
to pick up the "TEAMWORK 102" Disc in the corner of the Danger Room control
booth.

When you're ready to access the next mission, go to the WAR ROOM and examine
the holographic globe.

C.  HAARP FACILITY, ALASKA

FROZEN FALLS - MISSION OBJECTIVES - Shut down surveillance system.

NOTE:  It is highly recommended you have a bridge-builder for the HAARP
Facility.  At this point, you have access to both Iceman and Jean Grey.  Since
Iceman can also extinguish fires, which you will desperately need on this
level, he's your recommended civil engineer.

You start the mission in a large circular clearing.  Be sure your map is on,
because I'm about to abitrarily assign directions.  See the outline of the
X-Jet on the map?  It makes a perfect compass.  The nose of the X-Jet will
henceforth be pointing West.  That's right:  West.  Head east through the only
opening in the clearing, up onto a little ridge.

Here, you will be set upon by a group of HAARP Facility employees, all eager to
get the Employee of the Month award by trashing your team.  Take 'em out.  At
This point, you'll be facing HAARP Security and HAARP Soldiers.  Security is
armed with a baton, and moves in for melee attacks.  Soldiers are armed with
machine guns, and try to move out of melee range so they can unload on you.  Go
for the soldiers first, as they will also occasionally throw grenades that can
decimate a low-level team.  Both Soldiers and Security are worth 11 exp apiece.

Jump off the ridge to the east into a little river valley, with another
encampment of HAARPers.  Deal with them.  NOTE:  Iceman's Ice Beam and Storm's
Whirlwind can both extinguish fires.  This comes in handy a bit later.

Head north.  The river valley dead-ends at a large gorge, which will instantly
kill any X-Man who falls into it, even though several of them can fly and/or
are invulnerable.  See the blue spinning "X" symbol?  That's a signal that a
mutant power's secondary ability can be used here.  Using either Iceman's Ice
Beam or Jean's Telekinesis, create a bridge.  NOTE:  If you stay on the ridge
and follow the road north, instead of the river bed, HAARP flamethrowers will
set burny obstacles in your path, forcing you to retreat (unless you have Storm
or Iceman on hand to extinguish the blaze).

Cross the bridge, and you will continue north in the river valley.  You will
reach a large steel door, the exit from this level.  To your left, a small
encampment of HAARPers guards one of your mission objectives:  a small
transformer.  Defeat the guards and destroy the transformer.  If you jump up
the ledge just behind the encampment, you can find a sketchbook Pick-Up (HAARP
soldier concept).  Jump back down and head south and west, following the road.

You will come to the second transformer, which is barely guarded.  Take care of
the guards and destroy the transformer.  If you like, continue following the
road to where the barrier was set ablaze.  There are about a half-dozen enemies
here, which is always good for some exp.  Be sure to take out the new unit, the
HAARP Flamethrower first, as his attacks can hit multiple team members.  He is
also worth 11 exp.  Once you're done, head back to the giant steel door and
pass through.

THE BRIDGE - MISSION OBJECTIVES:  Shut down surveillance system; destroy tank
defenses.

Check the location of the exit you've just come through on your map.  It will
mark the SOUTH border of the map, giving you another convenient compass.
Follow the road to the west, taking out a minor encampment along the way.
Directly north of this encampment, another transformer is in a small clearing,
with a few guards.  Take 'em out and destroy.

Return to the road and follow it as it curves north.  You'll come to a larger
camp, and another transformer.  There are a few more guards here.  Beat ten
kinds of hell out of 'em, and destroy the transformer.  Directly west of this
encampment, a ledge curves around.  Follow it to reveal a COMIC BOOK pick-up.

Go back to the road and follow it as it curves to the east, ending at a north
to south river.  There is another pesky encampment of HAARP rascals here.
Following the river south just takes you back to the beginning of the level, so
head north, fighting HAARPers until you pass under a large bridge.  Directly
north of the underpass is the last transformer.  Destroying it gives you 100
exp.

Head west from the transformer, and you will see a hill you can climb.  Do so,
and you will find yourself at the top of the bridge, right by a handy Xtraction
Point.  Save your game; the next boss is kinda pesky.  Follow the bridge east.

BOSS BATTLE - TANK (150 exp)

As you approach the exit from this level, the door opens to disgorge several
HAARPers and a tank.  Yes, a tank.  As long as the tank is functioning, more
and more HAARPers will spawn, so you could take this opportunity to milk some
exp.  I wouldn't recommend it, though.  The tank tracks your active character
with its turret, firing a volley of missiles.  The missiles explode for area
damage, so it can wipe out your entire team, if you're not careful.  Switch
active control to your powerhouse character (I recommend Rogue or Beast) and
jump onto the tank.  You have to target and destroy the turret to defeat it.
Fortunately, its bark is worse than its bite.  A couple of Southern Smashes or
Pinballs, and it's history.  You can now pass through the exit to the next
level.

OUTER GROUNDS - MISSION OBJECTIVES:  Find door (destroy more transformers, yo)

Once again, check your map and use the exit you just came through as your
compass, marking SOUTH on your map.  Follow the road north, and you'll come to
a train blocking the road.  Defeat the soldiers here, TAKING CARE NOT TO STRIKE
the squat red and yellow objects mixed in among the barrels and boxes.  They
explode, and can take off a fair amount of health.  You can pick them up and
throw them at your enemies, but you'll probably take out a teammate or two as
well.  Directly to the right is a large building.  Take advantage of a game
glitch and run straight up its side; on top is another DANGER ROOM DISC, for
COMBINED POWERS 101.  NOTE:  if for some reason the glitch doesn't operate this
time, use a flying character to get to the roof, or Beast's double-jump to get
on top of the train and then on the roof.

Drop down to the ground on the other side of the roadblock, and take care of
the enemies here.  Don't worry:  you won't be alone for long.  Your teammates
will join you, using shortcuts only they know about.  On your left will be a
transformer, one of six.  Destroy it.  If you continue north, towards the
bridge, rigged explosives will destroy it.  If you have a flying character,
you can fly across the gorge, only to drop to your doom about halfway across,
because you probably don't have enough points invested in Flight to avoid sheer
energy drain at this point.  Let's just head west, instead.

West of the destroyed bridge, you'll find another small enemy camp.  Flatcars
have dropped down creating a bridge here, allowing you to cross the gorge.
Climb up the flatcar, turning to follow the railroad tracks immediately west.
The red boxcar here has a Skill Point Pick-Up on top of it.  Take whichever
active character you want to have it, and jump up on top of the car (if your
character doesn't have flight or another suitable skill, jump onto the metal
hitch thingie, and jump again to the edge of the car; jump one more time, and
you should end up on top of the car) to get it.

Follow the tracks east, and you can drop down into a well-defended area near
the level exit.  The next two transformers are here.  Kill the bad guys (well,
technically YOU'RE the bad guys; they were just minding their own business and
collecting a paycheck, until you came along and started slaughtering 'em) and
destroy the transformers.  You can now pass through the Eastern Exit.

INNER GROUNDS - MISSION OBJECTIVES:  Find Door (destroy transformers)

Once again, use the exit as your reference point, this time denoting West on
your map.  Directly south of you is an Xtraction Point.  Go ahead and use it if
you need to.

Directly east of your position is another enemy encampment.  Take care of them,
and jump up the ledge to your north.  The next transformer is guarded here.
The railroad continues here for a short distance, but there isn't anything to 
find on top of the cars this time.

Follow the tracks to the eastern edge of the map, and bear south and east.  You
will come upon the next generator, guarded by some more HAARPers.  Once again,
maim, fight, and destroy.

From this generator, head slightly to the SW.  You will come to the edge of the
cliff and see the road below you, and a large building beyond that.  Jump down
to the road and approach the building.  Snipers on the roof will start firing
at you.  A large snowdrift offers roof access to both this building and another
just SW of it.  On the roof, take out the snipers and pick up another DANGER
ROOM DISC, this one for "CHALLENGE - BEAST."

If you try to pass behind the other building to the SW, a HAARP Flamethrower
will ignite a barricade.  You can either extinguish the fire with Iceman or
Storm, or use the snowdrift to climb onto the building's roof, dropping down on
the other side of the fire.  Defeat the HAARPers here and destroy the last
generator, which nets you another 100 exp.  Be sure Iceman or Storm are on your
team before heading any further east.

BOSS (?) BATTLE - TANK (0 exp)

Follow the road to the east, to reach the level exit.  Several HAARPers will
rush out to defend the base, accompanied by another tank.  HAARP Flamethrower
units will ignite a couple of barricades.  These barricades are close together,
making it difficult to get through without taking some damage.  While your
active character may be smart enough to realize that Fire Bad, your AI
teammates will probably become crispy critters as they waltz back and forth
through the flames.  Use Iceman's Ice Beam or Storm's Whirlwind to extinguish
the flames.

This time, HAARPers don't spawn, so feel free to take them out before taking
out the tank.  This tank is a lot harder than the last.  It takes longer to
destroy, and fires more missiles.  It apparently doesn't come with an exp
award, or, if it does, it just didn't display it when I beat the tank.  You'll
probably go through a lot of Health Pick-Ups by the time this battle is done,
so feel free to backtrack through the map to refill your inventory with pick-
ups you didn't have room for at the time, before heading into the Facility.

GROUND LEVEL - MISSION OBJECTIVES:  Investigate the Brotherhood's activities.

You start this level out in a huge garage.  See the Xtraction Point against the
wall?  It's going to be our compass, denoting West.  There's lots to destroy in
this room, if you want a few Pick-Ups.  Once you tire of the mass destruction,
head up the staircase and through the only exit, to the North.

As you enter this hallway, HAARP soldiers will turn on a forcefield that blocks
any further advancement.  Head through the door on your right, into a room that
looks like living quarters for the HAARPers.  In this room, the wall to your
north is destructible, and you can bash your way in to the next room to the
north, which appears to be a locker room.  In the Locker Room, take care of the
soldiers here, and then head through the door to your west, back into the hall.
Here, you'll meet several more soldiers, as well as a HAARP Commander.  He has 
a personal force field that makes him resistant to Physical attacks, so be sure
to unload on him with your energy powers.  He is worth 23 exp.  You can access 
the control panel in this hallway to turn off the force barrier, but there's 
not really a need to.

The hallway forks here, running north and west.  At the far north end of this 
hallway is the level exit, but the door is locked.  Instead, follow the hall
west, into a large storage room.

The high shelves in the Storage Room make it difficult to see around them.
HAARPers are around every corner, so fold, spindle, and mutilate your way to
the NW corner of the room, where a HAARP Commander is waiting.  Use your energy
powers to get rid of him again, and he'll drop a keycard.  Pick it up with the
Square button, and head out of the room.

As you reach the fork in the hallway again, there's a door on the east wall
that you can go through to enter the Rec Room.  There's not much in here except
a bunch of stuff to destroy.  Go ahead and head north to exit this level.

MESS HALL - MISSION OBJECTIVES:  Investigate the Brotherhood's activities.

As usual, use the exit you've just come from as your compass, this time
indicating South.  The hallway you're in, which is full of destructible items,
curves East.  At the end of this short hallway, a door leads north into the
cafeteria.

In the Cafeteria, you'll come face to face with a large group of HAARPers, led
by another physically resistant Officer.  Defeat them, and enter the small
storeroom through the SW door.  In the SW corner of the small storeroom, behind
some boxes, you will find another DANGER ROOM DISC, this one for "COMBINED
POWERS 102."  Taking the north door of this small storeroom will lead you
through a short hallway into the Kitchen, which exits back into the Cafeteria.

The far north exit of the Cafeteria leads into another hallway, which is once
again overzealously blocked by a force field.  Head north into the Infirmary
and destroy the East wall, making an opening into more Living Quarters.  The
control panel for the force field is here.

Return to the hallway, and follow it until it curves North.  The room to the
South here contains another HAARP officer and some more soldiers.  The level
exit is to the North.

SYSTEMS OPERATIONS - MISSION OBJECTIVES:  Investigate the Brotherhood's
activities.

You know the drill by now:  the exit you just came through marks "South" on
your map.  This short hallway opens into a long, narrow Generator Room (NOTE:
the Generator Room looks more dangerous than it is.  Although the floor beneath
the walkway looks electrified and deadly, you can't actually leave the walkway
to get to the floor beneath it).  A HAARP Officer here will usually run like a 
bunny through the north door, leaving a few soldiers to fight you.  Defeat 
them, and chase after the Officer, entering a large Computer Room.

The Computer Room is populated by another HAARP Officer and a few more
soldiers.  Go through them like bad foreign water and head out the door to the
west, which leads into a U-shaped hallway.  The western door at the middle of
the "U" is inaccessible, so follow the hallway around to head into another room
to the east.

This room appears to be a General Living Area.  Deal with the HAARPers here,
and head further east into another room, a large bi-level Command Center.
Defeat another set of HAARPers, and head out through the south exit into
another large bi-level room.  At the end of this room are some more HAARPers.
Smash, crash, and head out the east door.

In this cross-shaped hallway, more HAARPers will ambush you.  After taking care
of them, the level exit is to your east.

SATELLITE CONTROL CENTER - MISSION OBJECTIVES:  Investigate the Brotherhood's
activities; find Mystique or Toad.

On this map, the exit you just came from will point West.  Follow this hallway
a short distance to the east and fight some more HAARPers.  To your north is an
Xtraction Point.  Be sure to save your game, and then go through the south door
into a large U-shaped bi-level room.

In this room, fight the good fight and head out the east door.  In this large
computer room, a lab tech will confront your team, only to be revealed as
Mystique.  After some supervillainy smack-talk, Mystique summons Pyro to attack
you.

BOSS FIGHT - PYRO (51 exp)

Pyro varies his attack according to the X-Men's range from him.  If they are
out of melee range, he will fire bursts from his flamethrower for medium Dmg.
Within melee range, he will alternate between several different attacks.  He
can create small homing birds out of fire that strike for a small amount of
Dmg.  He can also create "Fire Demons" (11 exp apiece) that will engage you in
melee battle.  His most dangerous attack, however, is signaled by a pool of
lava forming at his feet.  When that pool forms, RUN AWAY FROM HIM; he is
getting ready to release a narrow radial attack that is highly damaging.

Before this battle begins, be sure to set your AI HEAL to "Less than 40% HP."
This will help keep AI-controlled teammates alive, as they aren't quite bright
enough to dodge his most damaging attack.  Pyro is resistant to Energy Dmg, so
switch your active control to a melee attacker (I recommend Rogue) and pummel
him with physical attacks.  Occasionally, he will become "Multiple Resistant,"
which I believe is triggered when he summons Fire Demons.  Destroying the
demons restores him to his regular resistances.  Rogue's Ability Drain and
Iceman's Ice Beam are both particularly effective against Pyro, as they slow
him down, reducing the speed of his attacks.  Iceman's Ice Beam can also 
extinguish some of his flame creations.

Once Pyro goes down, head through the south door to meet a new generic enemy,
the Brotherhood Marauder.  Marauders attack physically, and are resistant to
Energy Dmg.  They are able to slam their fists into the ground, generating a
radial shockwave that hits any standing characters, damaging them and knocking
them down.  They are worth 31 exp apiece.  Defeat the two Marauders here, and
follow the path around to a door on the west wall.

In the next room, fight a couple more Marauders.  You'll notice a small room
to the north that is inaccessible.  Break through the north wall, and you can
fight another Marauder here.  Not much else in this small room, so go back into
the main room and exit through the south door, into a large bi-level Machinery
Room.

This room is swarming with Marauders.  Defeat them as quickly as possible, but
keep an eye on your HP, as those shockwaves can add up quickly.  On the south
end of the room is a large elevator, which takes you to the next level.

MAIN TUNNELS - MISSION OBJECTIVES:  Find Mystique or Toad.

When you start this level, you will be right on an Xtraction Point.  If neither
Iceman nor Jean are on your team at this point, go ahead and add one of them.  
There's a point up ahead that's impassable without a bridge-builder on board.
I actually prefer Jean to Iceman on this level, as there's a huge gorge you can
TK your enemies into, saving yourself a lot of Dmg from fighting them directly.
Incidentally, once you've encountered the Revolutionary minions, using TK or
Whirlwind to throw them into the gorge nets you a huge exp bonus of 220 exp
apiece, rather than the ordinary 67 exp they're normally worth.  Marauders also
net a Gorge Bonus, but it is only 103 exp, so focus on the Revolutionaries
first, Marauders second.

Bring up your large map and rotate it until the gold objective icon is directly
above the blue Xtraction point icon:  

                                       X 

                                       

                                       
                                     | X |
                                     +---+

We will designate the corner of the level that the Xtraction Point occupies as
the SE corner, and base our directions on that.  With that in mind, head north
to a large gorge and down some stairs to your west, where you will be swarmed
by both Marauders, and a new enemy, the Brotherhood Revolutionary.  The 
Revolutionaries are easily recognized by their green uniforms.  They are
resistant to physical attacks, and attack by either firing a powerful energy
beam or by using a shorter-range arcing beam that stuns anyone it hits.  They
are worth 67 exp apiece.  These battles with mixed groups are the most
difficult thing you've faced so far, as Marauders and Revolutionaries will
swarm you and overwhelm you if you're not careful.  You might end up having to
trek back to the Xtraction Point to revive some X-Men every now and then.
REMEMBER:  area effect attacks are your friends!

After teaching the Brotherhood cannon fodder to maybe give peace a chance next
time, head north to find the bridge is out.  Have your bridge-builder create a
crossing point for the others, and merrily skip across.  Or stomp gloomily.
Your choice.  A Revolutionary is waiting for you across the bridge.  Switch
active control to Jean and use Telekinesis to gently lift him, move him out
over the gorge, and drop him.  Bam!  220 exp.  Go up the stairs at the end of
the bridge, and you'll encounter a large mixed group of Marauders and wacky
green Revolutionaries.  Keep control of Jean, targeting the Revolutionaries and
dropping them into the gorge, getting 220 exp apiece.  NOTE:  If your TK victim
is hit by one of your teammates while you're lifting and moving him, and the
resulting damage is enough to finish him off, you'll only get the regular exp
amount, plus a combo bonus.

After dealing with all of the Brotherhood here, follow the path east, south,
and east again, where a couple of Marauders will rush you.  To the east, there
is a ledge that drops down into the last room of the level.  You can also take
a narrow path to the north that curves around into the same area.  There is no
particular advantage or disadvantage to either, except that your teammates are
better able to keep up with you if you follow the path.  This new area is
swarming with Marauders and Revolutionaries, but has a very sad lack of gorge
access to drop them into.  Defeat the holy heck out of everybody, but before
you get on the elevator to exit the level, be sure to snag the DANGER ROOM DISC
against the east wall; it unlocks "QUALIFYING EXAM 100."  You are now free to
exit the level.

EXTERIOR ACCESS TUNNELS - MISSION OBJECTIVES:  Find Mystique or Toad.

You'll be immediately attacked as soon as you enter this level, so take care of
bidness before worrying about compass points and whatnot.  Also, be sure you
have a bridge-builder for this level; otherwise, you'll be trekking back to the
Xtraction Point to get one.

After trouncing all the enemies in the room, including any that your over-eager
teammates rushed off-screen to attract to you, check out the layout of this
room:  using the Xtraction Point as a reference, the staircase just ahead will
be "North."  Align your map as necessary.

Head north down the stairs and take care of any enemies you haven't already
beaten.  A new enemy in this area is the Brotherhood Usurper, whose attacks and
defenses are similar to the Revolutionary, but yields less exp (51 exp).  As 
you head east toward a broken bridge, a small cul-de-sac to the south will 
yield a SKETCHBOOK.

Build your bridge, and continue east.  Cross as quickly as you can, because a
few enemies on the other side will rush to attack you.  Fighting while on a 
bridge can be deadly to both sides, as the momentum from melee combos can carry
you right over the edge to your doom.  Continue east and south, fighting as you
go.  Head up a slight incline, where you'll find an Xtraction Point, the level
exit elevator, and a buttload of enemies.  After defeating everybody, be sure
to save before going up the elevator.

VTOL PAD - MISSION OBJECTIVES:  Fight Toad.

BOSS BATTLE - TOAD (? exp)

Compared to everything you did to get to this point, this Boss battle is a
pushover.  Toad's attacks all do physical damage, and have limited range.  He
will usually just punch and kick, but on occasion will use his X-Treme attack,
a Tongue Lash, which doesn't do much damage, but flings all of his surrounding
enemies away from him.  Meanwhile, HAARPers will be coming up the elevators
and attacking you.  This is more of a nuisance than anything, but be sure to
take 'em out, as most of 'em are carrying some decent pick-ups.

Ever so often, Toad will start to glow, and his defensive status will change
to "Multiple Resistances."  This is a sign that he's getting ready to try to
make a run for it via one of the single-person jets stashed around the
perimeter of the pad.  The jets are normally surrounded by an indestructible
force field; find the one that's NOT glowing and destroy it quickly.  Toad's
resistances will return to normal, and you can pummel him some more.

After a quick dialogue, which alludes to that wretched "toad struck by
lightning" line from the first "X-Men" movie, you can experience a warm sense
of accomplishment, as your first real game mission is accomplished.

D.  X-MANSION (II)

EXTERIOR GROUNDS - MISSION OBJECTIVES:  Sentinel flashback; Magma Test; Locate 
Professor Xavier and speak with him.

Alison starts out relaxing by the pool, writing in her diary.  When you get
control back, head around the pool to talk to Iceman, who tells you about the
recent mission at the HAARP Facility (and if I never have to type the acronym
HAARP again, it'll be WAY too soon).

Leave the pool and head toward the mansion.  If you like, you can talk to a
couple of generic students to get some background info on the X-Men and on
General Kincaid.

Check out one of the gazebos near the mansion door to find Jubilee, who is
suddenly much more, um, BUXOM than I recall her being in the comics.  Anyway,
Boobilee and Magma quickly bond over some lame humor, and you can now train
Juggylee in the Danger Room before accessing the next Mission.  Speaking of the
mansion, it's now time to head inside.

GROUND FLOOR - MISSION OBJECTIVES:  Sentinel flashback; Magma Test; Locate
Professor Xavier and speak with him.

Once inside, head to the Library, where Nightcrawler will teleport in and talk
to you.  During the course of the conversation, he will talk about Sentinels,
and you get a chance to play the Sentinel Flashback mission (see WALKTHROUGH).
Talking to Nightcrawler also makes him available for Danger Room training.
While you're in the Library, don't forget to check your Comic Collection to get
the stat bonuses.

There's nothing else to do here, so head on upstairs.

DORMITORIES - MISSION OBJECTIVES:  Magma Test; Locate Professor Xavier and
speak with him.

At the top of the stairs, follow the little balcony towards the mansion's front
door to pick up a DANGER ROOM DISC for the mission "PROTECT 202."

While up here, indulge your sociopathic tendencies by going through a few more
of the X-Men's belongings:  check the wallmap in ROGUE'S room; the end table in
LOGAN'S room; and the desk in HANK'S room.

That's all that's up here for now, so take the elevator down to the sub-
basement.

SUB-BASEMENT - MISSION OBJECTIVES:  Magma Test; Locate Professor Xavier and
speak with him.

In the MED-LAB, there is a Health Pick-Up in the back.

In the BRIG, you can talk to Toad for a few hints about the Brotherhood's
plans.

In the WAR ROOM, you can talk to Cyclops, who reveals he was spying on your
chat with Toad.

Professor Xavier is in the Danger Room.  Talk to him to begin a test of Magma's
abilities.  The test is really straightforward; simply defeat 22 of the Danger
Room's robots.  There are a multitude of Health and Power Pick-Ups along the
way, and you'll discover that your carrying capacity has been increased to 15.

After the test, a really cool CGI movie pisses me off with the suggestion that
Magma's power level is comparable to the Phoenix.  As if.

MISSION OBJECTIVES:  Play Juggernaut Flashback; Meet in War Room.

After completing your test, spend some time in the Danger Room leveling up
Jubilee and Nightcrawler to the other X-Men's level, if you wish.  Before 
finding Beast in his Lab, be sure to save.  When you talk to Beast, you get to
play the Juggernaut Flashback mission.

The Juggernaut flashback is pretty straightforward.  Juggernaut is rampaging
through the mansion, trying to find Professor Xavier.  The original X-Men (in
their old black and yellow costumes, no less) must defeat him before he finds
him.

When the mission begins, quickly run into the Entrance Hall.  At the foot of
the main stairs lies a DANGER ROOM DISC, "CHALLENGE - CYCLOPS."  Now proceed to
batter Juggernaut.

A status bar on the lower left side of the screen shows how close he is to
finding Xavier.  You must defeat him before the status bar fills all the way.
He is immune to mental damage at first, but after you have beaten him with
physical attacks for a while, his helmet will come off, and Jean will be able
to have full effect with her attacks.  Be sure to use Iceman's Ice Beam to keep
his movement slowed down (which also makes the status bar fill more slowly).

Periodically, he will surround himself with a force field, becoming nearly
immune to all attacks, and charge through the mansion.  Chase after him.  When
he stops, the force field will drop, and you can attack him again.  Utilize
your combos, keep up the assault, and you should drop him before he reaches
Professor X.

When you're ready to access the next mission, head to the War Room.

E.  SENTINEL FLASHBACK

SEVENTH AVENUE - MISSION OBJECTIVES:  Battle the Sentinel; Protect the City.

Yay!  Classic X-Men action!  For this Flashback Mission, you only have access
to Cyclops, Wolverine, Jean Grey, and Nightcrawler for your team, all in their
way cool costumes from the late 70's - early 80's.  After a brief dialogue, a
Sentinel attacks.

Before fighting the Sentinel, quickly access the Characters Menu.  Allocate
Nightcrawler's stat and skill points as you see fit, and then access Jean's AI
screen.  Your opponents will all be Sentinels, which are nearly immune to psi
attacks, making Jean fairly useless.  Set her AI LEVEL to Defensive for this
mission, which will keep her out of trouble.  You can always switch to her and
use her TK to hurl objects at the Sentinels, which the AI control never thinks
to do.

Between the other three X-Men at your disposal, you should make pretty short
work of this first Sentinel. It uses a variety of medium-to-well damaging 
attacks, but is fairly slow.  Your best bet is to circle behind it and mutant
power it to death, particularly with Cyclops or Wolverine.  Its attacks tend to
have a long animation, with continuous damage while the attack is in operation.
If a character is in the path of one of its continuous attacks, quickly switch
control over to that character and move him or her out of the attack area.
The Sentinel has several different attacks at its disposal:  a long-lasting
laser attack in an arc on the ground in front of it; a lingering poisonous gas
cloud; and a crushing stomp.  If a blue beam shoots from its eyes and starts
probing the street, avoid it; any character hit by this beam gets target-locked
for a missile attack.  Once you defeat it, you will get 100 exp.

Go back to where you started, next to a yellow cab.  This end of the street
shall be South on our homemade compass.  To the east, a small alley winds
between the buildings.  Go through here and destroy some trash cans and whatnot
if you need to refill your pick-ups.  The alley turns north, revealing a DANGER
ROOM DISC.  Pick it up to unlock the training mission "DEFEND 202."  Break down
the wooden barrier at the end of the alley to find yourself back at the cross-
road where you fought the first Sentinel.  There is an Xtraction Point in the
NW corner of this little plaza.  Use it if you need to, and head north (east
and west of here are both dead ends) to the level exit.

EIGHTH AVENUE - MISSION OBJECTIVES:  Defeat the Sentinels; Protect the City.

As usual, align your map.  The direction you just came from shall now and
forevermore be known as "south."  Head north up the street a little ways, and
you'll be ambushed by two Sentinels.  Take them on one at a time, using "Call
Allies" to coordinate your attacks on one target.  Try not to get between them,
as their continuous attacks will leave you kinda dead.  Defeating them earns
you 200 exp.

Head north.  The T-intersection at the end of this path dead-ends in both 
directions, but there is a small alley to the west before you reach the inter-
section that leads to the level exit.  NOTE:  If you've equipped Jean's Flight
skill, she can levitate to the roofs of the buildings on either side of the
street here, but there's not much more than a couple of minor pick-ups.  Head
on out the exit.

NINTH AVENUE - MISSION OBJECTIVES:  Find Escape Route; Protect the City.

This level gets a lot harder.  There are a lot more Sentinels to defeat before
you can leave the area.  As usual, align your map, making the direction you 
just came from "east."  You start in a small alleyway.  Head west, and it 
quickly forks, running west and south.

Search the alley in both directions, looking for objects to break to replenish
your pick-ups.  Once you've destroyed everything in the alley, go back and take
the south fork, exiting out onto the street, where you're promptly attack by a
Sentinel, the first of five on this level.

After defeating the Sentinel, go back into the alley and take the west fork
(the street you were just on dead-ends in both directions) all the way out into
the street, where you will be attacked by two more Sentinels.  Beat them as
quickly as you can (Power Combos are your FRIENDS!), and head down the street
to the south.  It quickly dead-ends, but another alleyway lies to the west.  Go
through it, praying for pick-ups.

The alleyway curves north, spilling out into another street, where the last two
Sentinels on this level are ready for a big group hug.  Destroy them as quickly
as possible, and follow the street to the level exit to the NW.

TENTH AVENUE - MISSION OBJECTIVES:  Hold out against the Sentinels; Protect the
City.

This is the last level of the flashback mission.  You can be attacked by up to
four Sentinels at a time here, so I hope you've leveled your characters really
well.  Align the map, direction you just came from being "south."  There is a
nearby Xtraction Point that I highly recommend you use.  Head north, and you'll
face the first of eight Sentinels on this level.

Beat the tin man down, and check the little park area to the east.  A Sentinel
will fly down to attack you.  Beat him, and four more will appear.  Hurl your
favorite swear word and proceed to avoid dying as best you can.  My advice is
to use your active character to "herd" the Sentinels by staying on the outside
of the group and moving around their perimeter, attacking and running.  The
Sentinels will gradually drift together, making it easier for multi-target
attacks to hit them.  Attack a Sentinel, using "Call Allies" to combo the
damage, and then run around the perimeter to the next.  The Sentinels will be 
busy getting into each other's way, making it harder for them to target you.
Eventually, all four will fall.  Whew!

In the SE corner of this park area is a trio of soda machines.  Go check 'em
out.  Your quest for a cold refreshing beverage is the cue for another Sentinel
to come flying down.  After taking on four, this guy is a cakewalk.  After
defeating him, use Jean to fly to the roof of the building.  There, you'll find
a COMIC BOOK and a couple of miscellaneous pickups.

Head back down to the ground and cross the street.  There you'll find the last
Sentinel.  Beat him for a 500 exp bonus.  Mission accomplished.

X.  EQUIPMENT

Throughout the game, you can find or purchase different equipment items, to
round out your character's abilities.  Each character can equip up to three
items:  one Backpack or Artifact, one Belt, and one Armor.  Item availability
changes as the game progresses, so be sure to check out Forge's inventory after
each mission.

BACKPACKS

Backpacks typically offer combat enhancement, giving additional abilities, or
increasing the effectiveness of existing ones.

     BASIC DNA GENERATOR:  2000 TB; Improves EP regeneration by 25%.  Available
     at beginning.

     DNA GENERATOR:  3000 TB:  Improves EP regeneration by 50%  Available after
     HAARP FACILITY.

     BASIC MUSCLE ACCELERATOR:  2000 TB; +10% to attack and movement speed.
     Available at beginning.
     
     BASIC POWER ENHANCER:  2000 TB; +9-11 Dmg on all mutant power attacks.
     Available at beginning.

     BASIC TARGETING IMPLANT:  1500 TB; +2% chance of critical ranged attack;
     stacks with Targeting skill.  Available at beginning.

     BASIC TISSUE GENERATOR:  1000 TB; Allows character to regenerate 2 HP per
     sec, up to 25% of max HP.  Available at beginning.

     TISSUE GENERATOR:  3000 TB; Allows character to regenerate 4 HP per sec,
     up to 50% of max HP.  Available after HAARP FACILITY.

     BASIC WEAKNESS ANALYZER:  2000 TB; +2% chance of critical melee attack;
     stacks with Critical Strike skill.  Available at beginning.

BELTS

Belts typically offer bonuses to characters' stats.

     BASIC AGILITY ENHANCER:  1000 TB; +1 to Agility.  Available at beginning.

     AGILITY ENHANCER:  2000 TB; +2 to Agility.  Available after HAARP FACILITY.

     BASIC BODY ENHANCER:  1000 TB; +1 to Body.  Available at beginning.

     BODY ENHANCER:  2000 TB; +2 to Body.  Available after HAARP FACILITY.

     BASIC FOCUS ENHANCER:  1000 TB; +1 to Focus.  Available at beginning.

     FOCUS ENHANCER:  2000 TB; +2 to Focus.  Available after HAARP FACILITY.

     BASIC STRIKE ENHANCER:  1000 TB; +1 to Strike.  Available at beginning.

     STRIKE ENHANCER:  2000 TB; +2 to Strike.  Available after HAARP FACILITY.

ARMOR

Armor provides added protection from different types of attacks.

     BASIC ELECTRON DEFLECTOR:  500 TB; +10% chance to deflect 15-18 Electrical
     Dmg.  Available after HAARP FACILITY.

     BASIC ELEMENTAL DEFLECTOR:  500 TB; +10% chance to deflect 15-18 Elemental
     Dmg.  Available after HAARP FACILITY.

     BASIC HARMONIC DEFLECTOR:  500 TB; +10% chance to deflect 15-18 Beam Dmg.
     Available after HAARP FACILITY.

     BASIC INERTIAL DAMPENER:  1000 TB; -20% Knockback.  Available after HAARP
     FACILITY.

     BASIC INERTIAL DEFLECTOR:  500 TB; +10% chance to deflect 15-18 punch/kick
     Dmg.  Available after HAARP FACILITY.

     BASIC NANOFIBER ARMOR:  2500 TB; -5 Dmg.  Available at beginning.

     BASIC PSIONIC DEFLECTOR:  500 TB; +10% chance to reflect 15-18 Mental Dmg.
     Available after HAARP FACILITY.

ARTIFACTS

Not officially called "Artifacts" by the game, I gave them that title because
they're very powerful and versatile items that require minimum Character Levels
to even equip.  Artifacts are equipped in the Backpack slot on the equipment
screen.  Artifacts are sometimes dropped by a defeated enemy, even in a Danger
Room mission, which brings the savings to you!  Some character-specific
Artifacts are only available for completing the "Challenge" missions in the 
Danger Room for each character. Otherwise, Artifacts can be purchased from 
Forge or found in Healer's Grab Bags.  NOTE:  the "availability" description
for each artifact refers to when it shows up in Forge's inventory.  Most of the
artifacts can be found or dropped at random, regardless of your progress in the
game.  NOTE:  each Artifact is a unique item, and you can only own one of each.

     BANDS OF THE BEAST:  0 TB; +20% damage to Beast's mutant attacks; +5 to
     Strike; CL 20.  Only Beast can equip; can only be obtained by completing
     CHALLENGE - BEAST in the Danger Room.

     BLACK TOM'S CANE:  2500 TB; +1 Body; -20% Beam Dmg; CL 7.  Available at
     beginning.

     CANNONBALL'S FLAME:  4500 TB; -8 Dmg; +100-125 Dmg to flying melee
     attacks; CL 15.  Available after HAARP FACILITY.

     DEATHBIRD'S JAVELIN:  6500 TB; +20% Attack and Run Speed; +9-11 bleed per
     sec for 5 sec to projectile attacks; CL 20.  Available after HAARP
     FACILITY.

     THE EXODUS CLOAK:  30% chance to reflect Mental Dmg back at attacker;
     +80-100 Dmg to Humans; CL 18.

     FLIGHT OF THE NORTHSTAR:  2500 TB; 30% longer flight time; +20% Knockback
     to Knockback attacks; CL 10.  Available at beginning.

     THE HAMMER OF NIMROD:  4500 TB; +125-150 Dmg to mutant attacks vs.
     Sentinels; CL 13.  Available after HAARP FACILITY.

     LUCK OF THE LONGSHOT:  5500 TB; +1 to all stats; %5 chance to reflect
     punch or kick for 125-150 Phys Dmg; CL 17.  Available at beginning.

     MANUAL OF THE PUCK:  4000 TB; +1 Agility; +15-18 Kick Dmg; CL 13.
     Available at beginning.

     OPAL OF OZYMANDIAS:  7000 TB; +5 Body; 30% chance to reflect all fire,
     cold, and wind damage back at attacker; CL 23.  Available after HAARP
     FACILITY.

     RING OF POLARIS:  4000 TB; +1 Body; +20% Flight time; -40% Knockback;
     CL 13.  Available after HAARP FACILITY.

     SHADOWCAT'S TOUCH:  4500 TB; -5 Dmg; +25-31 Punch/Kick Dmg to Robots; 
     CL 15.  Available at beginning.

     SPIKES OF PENANCE:  8000 TB; -8 Dmg; reflects 80-100 Phys Dmg to attacker;
     CL 27.  Available after HAARP FACILITY.
     
     SUNFIRE'S MASK:  -20% Dmg from fire; +9-11 Fire Dmg to mutant attacks;
     CL 16.

     THUNDERBIRD'S BEADS:  5000 TB; -20% Phys Dmg; Stun immunity; CL 18.
     Available at beginning.
 
     VINDICATOR'S GAUNTLETS:  4000 TB; +10% exp; -20% Beam Dmg; CL 14.
     Available after HAARP FACILITY.

     VISOR OF RETRIBUTION:  0 TB; +20% Optic Dmg; +5 Focus; CL 20.  Only
     Cyclops can equip; can only be obtained by completing CHALLENGE - CYCLOPS
     in the Danger Room.

     WRATH OF WENDIGO:  4000 TB; -5 Dmg; -60% Pain; CL 14.  Available at
     beginning.


XI.  DANGER ROOM

In the Danger Room, you can use the training simulators to access training
missions for your X-Men.  They range from incredibly simple to dent-your-head-
with-your-controller impossible.  You can access the Danger Room either by
physically visiting it while in the Mansion, or from any Xtraction Point.  The
missions in the Danger Room serve several purposes:  A)  You receive exp from
fighting enemies in the Danger Room, and can level up your X-Men; B)  It helps
you formulate strategies for specific real-life missions later in the game; C)
There are several Artifacts that can only be found by successfully completing
certain DR missions; and D) You can find items and equipment in the Danger Room
missions, just like you can on a real mission.

The Danger Room Missions come in six levels, each progressively harder.  Before
you can go to the next level of missions, you have to AT LEAST complete the
qualifying exam for the level you're on.  It's just like those fascists who
insist you complete grades 1-12 before graduating; it's just The Man keeping
us down.

Another requirement to access DR missions are the class credits.  You earn
credit points for successfully completing DR missions.  Higher-level missions
require that you have earned a certain amount of credits before you can access
them.  Each mission is worth a set amount of credit points for successful
completion, and most allow you the chance to earn extra credit for meeting
certain conditions:

     EFFICIENCY - Finish the mission with time left over.

     DEMOLITIONIST - Use lots and lots of power combos.

     TACTICIAN - Use all team members equally.

     UNTOUCHABLE - Take very little damage.

The mission description will tell you what extra credit conditions are
available.  PLEASE NOTE:  although DR missions require you to have a certain
amount of credits before you can access them, you do not have to SPEND them.
Your credits are basically just a score, and it never goes down (at least, not
on the first date).  Also, you can only earn credit awards for any particular
mission ONCE.  You can replay a mission as often as you like, but will only
earn credits for uncompleted extra credit conditions on replay.

FRESHMAN

     Mostly Tutorial-type missions, to get you used to the control and battle
     abilities.  The first 8 missions are available the first time you access
     the Danger Room; the rest have to be found.

SETTING 101 - HIDDEN GOODS (0 credits to access; earns 1 credit; extra credit
available for EFFICIENCY)
     
     This is available the first time you access the Danger Room.  As it is
     more of a Tutorial than an actual mission, you only have access to Magma
     as a character.  In this mission, you have 30 seconds to destroy 7 crates.
     The crates are arranged in a circle around your starting point, and none
     are off-screen.  Just run around the circle, destroying the crates.  The
     only excuse for not completing this mission successfully would be a sudden
     crippling stroke, in which case you probably can't read this, and I can
     still safely mock you.

SETTING 102 - THROWING (1 credit to access; earns 1 credit; extra credit
available for EFFICIENCY)

     Another Tutorial, available from the beginning.  Once again, you only have
     access to Magma.  The set-up is the same as the last mission:  7 crates
     arranged in a circle around you.  This time, you have 30 seconds to pick
     up and throw five of 'em.  Easy as pie.

MOVES 101 - TRIPLE HIT (1 credit to access; earns 2 credits; extra credits
available for EFFICIENCY and UNTOUCHABLE)

     Okay, this picks up the pace a little.  Once again, you only have access
     to Magma for this mission.  You have 1 minute to defeat three opponents
     with the Triple Hit combo (X, X, X).  Your enemies are Danger Room robots,
     worth 39 exp apiece.  They will generate randomly on the screen, usually
     opening up with an energy blast.  Sidestep the blast (to earn the UNTOUCH-
     ABLE credit) and Triple-X the heck out of 'em.  One Triple-X is enough to
     defeat each robot.  The Robots are the highest-exp opponents at this stage
     of the game, and Magma will probably go up a few levels.

MOVES 102 - KNOCKBACK (2 credits to access; earns 2 credits; extra credits
available for EFFICIENCY and UNTOUCHABLE)

     Once again, only Magma is available.  You can still easily sidestep the
     laser attack to avoid damage and get the UNTOUCHABLE credit, and the 
     Knockback combo (O, O) is easy to use.  You have 1 minute to defeat three
     opponents with the Knockback combo.

MOVES 103 - POPUP (2 credits to access; earns 2 credits; extra credits
available for EFFICIENCY and UNTOUCHABLE)

     Another Magma-only mission.  You must defeat four opponents with the Pop-
     Up combo (X, X, O) in 1 minute.  Easy, easy, easy.

MOVES 104 - TRIP (4 credits to access; earns 3 credits; extra credits available
for EFFICIENCY and UNTOUCHABLE)

     Yep, just Magma again.  Trip combo (X, O, X) five opponents in 2 minutes.
     This one gets a little harder, as enemies spawn faster.  Still, it's
     nothing you can't handle, even with only one party member.

MOVES 105 - STUN (4 credits to access; earns 3 credits; extra credits available
for EFFICIENCY and UNTOUCHABLE)

     More Magma-only missiony stuff.  This time, you have to defeat five
     enemies in 2 minutes with the Stun combo (O, X, O, O).  This is a pain in
     the butt to get the UNTOUCHABLE bonus, as the enemies spawn much faster,
     and the Stun combo itself is rather slow, allowing a second enemy to beat
     the snot out of you while you're still comboing (is that even a word?)
     your current opponent.

MOVES 106 - THROW (4 credits to access; earns 3 credits; extra credits
available for EFFICIENCY and UNTOUCHABLE)

     Your last solo Tutorial.  Use the Square button to throw enemies 7 times
     in two minutes.  Easy to do, although the opponents can't be defeated with
     a single throw.  They also tend to spawn in twos, making the UNTOUCHABLE
     bonus a chore to achieve; try throwing them into each other.

TEAMWORK 101 (9 credits to access; earns 4 credits; extra credits available for
EFFICIENCY, DEMOLITIONIST, TACTICIAN, and UNTOUCHABLE)

     Your first training mission with an X-Team.  A simple mission.  You merely
     have to press L2 10 times within 1 minute.  A monkey could do it, but
     you'll probably want to try it yourself, because most monkeys won't care
     about the extra credits like you will.  You will be rushed by constantly-
     spawning Brotherhood Thugs, Brotherhood Insurgents, and Anti-Mutant
     Troops.  At low levels, may be a little difficult to survive.

TEAMWORK 102 (9 credits to access; earns 4 credits; extra credits available for
EFFICIENCY, DEMOLITIONIST, TACTICIAN, and UNTOUCHABLE)

     Similar to the preceding mission, right down to the goal.  Call Allies 10
     times in 1 minute.  The enemies spawn a little faster, and are a bit
     tougher.

COMBINED POWERS 101 (14 credits to access; earns 5 credits; extra credits 
available for EFFICIENCY, DEMOLITIONIST, TACTICIAN, and UNTOUCHABLE)

     A bit more tricky.  Execute 5 power combinations within 4 minutes.  Get
     your timing right on this one.  Storm's whirlwind attack is perfect, as it
     stays on the screen for a couple of seconds.  Whirlwind enemies, and then
     Call Allies.  They should smack the enemies stuck in the whirlwind for an
     instant combo.  Another good strategy is to use lots of radial attacks
     while pressing the Call Allies button; Jean's Psychic Shout/Scream is
     particularly effective.

COMBINED POWERS 102 (14 credits to access; earns 5 credits; extra credits
available for EFFICIENCY, DEMOLITIONIST, TACTICIAN, and UNTOUCHABLE)

     Execute 7 power combinations within 4 minutes.  Use the same strategies as
     above.

QUALIFYING EXAM 100 (28 credits to access; earns 0 credits; extra credits
available for DEMOLITIONIST, TACTICIAN, and UNTOUCHABLE).

     Destroy 4 generators in 3 minutes.  Easy as pie.  HAARPers will swarm you
     while you try to accomplish your mission, but they're easily dealt with.
     Complete this mission to graduate to Sophomore level.

SOPHOMORE

     The Sophomore Missions teach some more advanced strategies.  You will also
     be able to access some character-specific challenges.

PROTECT 201 (28 credits to access; earns 2 credits; extra credits available for
DEMOLITIONIST, TACTICIAN, and UNTOUCHABLE).

     Ah, the Protection Missions.  The bane of my existence.  At least they're
     not TOO hard at the Sophomore level.  You have four air vents that you
     must prevent from being destroyed for 2 minutes.  They are stationed
     around the perimeter of the room.  In a mission like this, where you're
     protecting stationary objects, radial attacks with a wide range are your
     best bet.  Try to avoid chasing after enemies, and keep an eye on the
     objects you're protecting.  Only attack enemies that are actively hitting
     your objects.

DEFEND 201 (28 credits to access; earns 2 credits; extra credits available for
DEMOLITIONIST, TACTICIAN, and UNTOUCHABLE).

     Just as frustrating as Protection missions, Defend missions require you to
     protect a living target.  I recommend "herding" your targets together by
     running into them to push them in a certain direction.  It's much easier
     than trying to keep an eye on them on opposite sides of the room.  Also,
     try to concentrate on attacks that utilize side effects like Knockback or
     Confusion; this won't kill the enemy right away, but will prevent them
     from attacking.  You must protect two "students" from being killed by
     marauding HAARPers.

PROTECT 202 (34 credits to access; earns 3 credits; extra credits available for
DEMOLITIONIST, TACTICIAN, and UNTOUCHABLE)

     Even harder than the last two missions.  Protect one student and two
     computers from constantly-spawning HAARPers.

DEFEND 202 (38 credits to access; earns 3 credits; extra credits available for
DEMOLITIONIST, TACTICIAN, and UNTOUCHABLE)

     Here you have to defend a civilian and four vehicles from Anti-Mutant
     Troops and GRSO soldiers.

CHALLENGE - BEAST (0 credits to access; earns 0 credits; extra credits are
available for EFFICIENCY and UNTOUCHABLE; awards BANDS OF THE BEAST)

     Complete this mission to win Beast's unique artifact.  Defeat 20 enemies
     within 2 minutes.  You have unlimited EP, so just go hog-wild with your
     Propeller Kick.  Be choosy with your targets, though.  Some of your foes
     are physically resistant.  Concentrate on normal enemies.

CHALLENGE - CYCLOPS (0 credits to access; earns 0 credits; extra credits are
available for EFFICIENCY and UNTOUCHABLE; earns VISOR OF RETRIBUTION)

     In Cyclops's solo mission, you have 2 minutes to defeat two Sentinels.
     With unlimited EP, use your optic blast to your heart's content.  These
     Sentinels are more dangerous than the ones you fought in the SENTINEL
     FLASHBACK mission.  They do extreme damage with each attack.  In addition
     to abilities already covered, these Sentinels can fire eyebeams and drop
     energy grenades.  Hit and run, baby; hit and run.  If you're high enough
     level to equip the HAMMER OF NIMROD, do so. 

XII.  SECRETS

COMIC BOOKS

There are several comics scattered throughout the game.  Collecting them will
give your characters special bonuses.

     ULTIMATE X-MEN #33 - Found in the EAST ROOFTOPS area of NEW YORK.  Gives
     Wolverine a permanent +2 bonus to Striking and Agility.

     ULTIMATE X-MEN #9 - Found in the BRIDGE area of the HAARP FACILITY.  Gives
     Iceman a permanent +2 bonus to Body.

     ULTIMATE X-MEN #39 - Found in the TENTH AVENUE area of the SENTINEL 
     FLASHBACK Mission.  Gives Nightcrawler a permanent +2 bonus to Agility and
     Focus.

DANGER ROOM DISCS

These are also scattered.  Collecting them unlocks new training scenarios in
the Danger Room, which come with special rewards of their own.  If you miss out
on a disc during a mission, you can sometimes obtain them from Healer.  He will
sell Qualifying Exam discs (which let you access the next level of Danger Room
missions), and will sometimes have regular discs show up as Grab Bag items.
This method of obtaining them is very costly, however, so you should make an
effort to find the discs where they're hidden.  See the DANGER ROOM section for
further information on training missions.

     TEAMWORK 101 - Found in the NORTH ROOFTOPS area of NEW YORK.  It's on the
     first landing of the series of stairs leading up to the X-Jet near the end
     of the level.

     TEAMWORK 102 - In the corner of the Danger Room control booth, your first
     time at the Mansion (X-MANSION (I)).

     COMBINED POWERS 101 - In the OUTER GROUNDS area of the HAARP FACILITY.  On
     top of the building to the right of the train roadblock near the beginning
     of the level.

     COMBINED POWERS 102 - In the MESS HALL area of the HAARP FACILITY.  Behind
     some crates in a small storeroom off of the main Cafeteria.

     QUALIFYING EXAM 100 - In the MAIN TUNNELS area of the HAARP FACILITY.  By
     the elevator used to exit the level.

     CHALLENGE - BEAST - In the INNER GROUNDS area of the HAARP FACILITY.  On
     top of a large building near the level exit.

     DEFEND 202 - At the beginning of the SENTINEL FLASHBACK mission.  At the
     end of a small alley near where you start the mission.

     PROTECT 202 - During your second interstitial at the mansion (X-MANSION
     (II)).  It's on the balcony at the head of the main staircase.

     CHALLENGE - CYCLOPS - Found during the JUGGERNAUT FLASHBACK mission.  It's
     in the mansion's foyer, at the foot of the main stairs.

CONCEPT ART

Also hidden throughout the game, allows you to view the artwork of the game by
looking at Colossus's sketchbook in his room.

     HAARP Soldier I - Found in the FROZEN FALLS area of the HAARP FACILITY,
     between some trees on a small ledge just left of the level exit.

     HAARP Soldier II - Found in the EXTERIOR ACCESS TUNNELS area of the HAARP 
     FACILITY.  In a small cul-de-sac before the broken bridge.

X-TRIVIA

In the Dormitories section of the X-Mansion, you have the opportunity to play
a trivia game, with exp awarded for correct answers.  There is already a FAQ
out for this, but I wanted my FAQ to be as complete as possible, so I decided
to include this part.  Rather than just give the answers, I thought I'd provide
a little x-tra trivia and background info for each question.  I'm anal like
that.

     ROGUE HAD ONCE BEEN ROMANTICALLY INVOLVED WITH WHICH EVIL MUTANT?
     During a time when she had left the X-Men for personal reasons, Rogue
     encountered the mind-wiped Magneto, and traveled with him for a time.  The
     two became romantically involved, until his memories were restored, and he
     got all villainy again.

     THE ADDRESS FOR THE X-MANSION IS:
     1407 Graymalkin Ln, in Westchester County, New York.

     OF THESE CHARACTERS, WHICH WAS THE FIRST X-MAN:
     Cyclops was the first given the title of an "X-Man."  Although Jean Grey
     was the first to come to the mansion to learn about her powers, she was
     actually the last of the original X-Men to join the team.

     WHO ISN'T A MEMBER OF THE BROTHERHOOD?
     Gateway.  Although at one point he served the evil Reavers as their
     transportation, he has never officially been a part of any team.

     NAME THE MACHINE XAVIER USES TO AUGMENT HIS PSYCHIC POWERS:
     Cerebro.  Designed with the help of Magneto, Cerebro effectively extends
     the range of Xavier's powers to anywhere on the planet, although Magneto
     used his own abilities to alter the planet's magnetic fields to prevent
     that somewhat.

     WHY CAN'T CYCLOPS CONTROL HIS OPTIC BLAST?
     When their private plane came under attack, he and his brother Alex were
     shoved out the door with the one remaining parachute, which caught fire
     on the way down.  The impact damaged the portion of Scott's brain which
     would have allowed him to turn his powers on and off.  It apparently also
     permanently lodged a large stick up Scott's ass, as he remains one of the
     most humorless X-Men EVER.

     GAMBIT'S FATHER TRAINED HIM TO BE:
     A thief, yo.  And a damn good one.  Gambit belonged to the Thieves' Guild
     in New Orleans, set to one day take over the leadership when his adoptive
     father stepped down or died.

     NIGHTCRAWLER IS ORIGINALLY FROM:
     Germany.  This is the reason for all of the "mein freund"'s, "ja"'s, "auf
     wiedersehen"'s, etc., in case you were wondering.

     WHEN JEAN GREY IS OVERWHELMED BY HER POWERS, SHE BECOMES:
     Well, technically, the answer they're looking for is "The Phoenix."  But,
     Jean Grey and the Phoenix are two separate entities, and she is not likely
     to assume the full power of the Phoenix again.

     WHO IS CYCLOPS'S BROTHER?
     Alex Summers, aka Havok.  Havok's abilities complement Cyclops's, and the
     two are immune to each other's powers.

     MOIRA MACTAGGERT RUNS WHAT FACILITY?
     She runs a mutant research facility on Muir Island, which was built to
     accommodate the special needs of her child, and which she continues to run
     after his death.

     WHO IS NOT TRULY A MUTANT?
     The Juggernaut, yo.  Cain Marko was a normal human being before being
     mystically transformed into the Juggernaut.

     WOLVERINE WAS FORCED TO SLAY THE FATHER OF THE WOMAN HE LOVED.  WHAT WAS
     THE FATHER'S NAME?
     Shingen, the leader of Clan Yashido.  Wolverine fell in love with Mariko
     Yashido, only to come into conflict with her corrupt father, who was
     involved in criminal activities out the yin-yang.  Wolverine killed
     Shingen in combat, restoring the honor of Clan Yashido, but which also
     prevented Mariko from being with her beloved, since he - you know - kinda
     killed her dad.  The two were eventually reconciled, but wedding plans
     were stopped by the mutant Mastermind.  Mariko was eventually killed, a
     fate that awaits most women who fall for Wolverine.  See what happens when
     you avoid the nice guys and go for the bad boys, girls?

     CYCLOPS'S FATHER WAS LEADER OF WHAT GROUP?
     Believed dead, Christopher Summers had actually been abducted and enslaved
     by the alien race, the Shi'ar.  He and several other slaves from various
     alien races made their escape, and became the intergalactic pirates known
     as the Starjammers.  Christopher was reunited with his sons, but chose to
     remain with the Starjammers.

     WHO DEVELOPED SENTINELS AS A DETERRENT TO MUTANTS?
     Bolivar Trask was the original man behind the machines.  After he died,
     his son Larry took up his helm.  He died, too.  The Sentinel program is
     now being maintained by the US Government as a fail-safe mechanism under
     the program "Project Wideawake."  NOTE:  Sebastian Shaw (answer A) is a
     member of "Project Wideawake," but as a superpowerful mutant, it is more
     as a means to keep an eye on the government.

     THE ORIGINAL X-MEN WENT TO THE "COFFEE A-GO-GO" TO LISTEN TO A BEATNIK
     KNOWN AS:
     I've read very little of the original X-Men, seeing as how an average
     issue of the original series goes for about $50.00, but the answer to this
     one is "Bernard the Poet."  Just a word about the Beat generation:  y'all
     were kinda goofy.

     MAGNETO'S OUTER SPACE BASE, ASTEROID M, HAS ALSO BEEN REFERRED TO AS:
     The Acolytes named the space station "Avalon," after the Heaven-like realm
     from King Arthur's mythology.

     WHO WEARS A HELMET TO PROTECT AGAINST PSIONIC ATTACKS?
     The Juggernaut, realizing he was vulnerable to his stepbrother's psychic
     abilities, constructed a helmet of mystic armor that shields his mind.
     Most of the X-Men's battles against the Juggernaut have ended pretty
     quickly, once they've gotten his helmet off.  ...  That sounded dirty.

     THE METAL BONDED TO WOLVERINE'S BONES IS:
     Adamantium.  Don't bother looking it up on the Periodic Table or anything;
     Marvel made it up.  Wolverine lost his adamantium skeleton for a time, due
     to injuries suffered from Magneto, but eventually had it restored by
     Apocalypse.  Adamantium is an experimental metal that is completely
     indestructible by conventional means.

     WHICH IS A CODENAME FOR KITTY PRYDE?
     Upon first joining the X-Men, Kitty was given the codename "Sprite,"
     perhaps because she was refreshing and effervescent.  It was later changed
     to "Ariel."  After her experiences with the demon ninja Ogun in Japan, she
     adopted the name "Shadowcat," which she felt was more appropriate to her
     state of mind, and has kept this codename ever since.

     TOAD'S REAL NAME IS:
     Mortimer Toynbee.  Zoiks!  I'd go with "Toad," too.

     ASIDE FROM BEING A POWERFUL TELEPATH, EMMA FROST CAN ALSO:
     While in combat, she discovered she had the ability to transform into a
     powerful diamond-like substance.  How bitter am I that the game doesn't
     show her crystalline form?  Pretty bitter, I tell ya.

     MOIRA'S SON, KEVIN MACTAGGERT, WAS ALSO KNOWN AS:
     A being of pure energy, Kevin had to possess human bodies to survive,
     eventually burning them out in the process.  He adopted the name
     "Proteus," after the shapeshifter from Greek mythology, due to his
     constantly-changing identity.

     FOR A SHORT TIME, JEAN GREY WAS A MEMBER OF:
     Jean (actually, the Phoenix entity in Jean's guise) was psionically
     manipulated by the White Queen and Mastermind into believing she was the 
     reincarnation of a founder of the Hellfire Club.  She was eventually
     manipulated into giving in to her dark side, and helped the Hellfire Club
     capture the X-Men as their new Black Queen.  She was eventually freed from
     their influence, but submerged herself into her powers, becoming the
     insane and evil Dark Phoenix.  Cool red costume, though.

     WHICH X-MAN IS IMMUNE TO ROGUE'S POWER?
     Eh.  The game says "Colossus," which I'm assuming means they are saying he
     is immune to her ability when in steel form.  I'm afraid I'm going to have
     to cry "bull---t" on this one, though.  At least in the past, Rogue has
     touched him in his steel form, causing him to revert back into human form,
     and temporarily giving her his armor power.  This has happened on several
     different occasions in back issues of "Uncanny X-Men."  NOTE:  Alert
     reader Eliot L has informed me that Colossus was immune to Rogue's power
     in exactly one issue of "X-Men," that I apparently missed.

     STORM'S BIGGEST FEAR IS:
     Enclosed spaces.  As a child, she was trapped under the rubble of her
     home with the bodies of her dead parents.  As an adult, she has an extreme
     form of claustrophobia, going nearly catatonic when confined.  Childhood
     trauma sucks like that.
     
     WHO IN THIS GROUP IS A MUTANT?
     Why, it's Bobby Drake, better known as Iceman!

     WHAT IS THE XAVIER PROTOCOL?
     The Xavier Protocol is the name given to Professor Xavier's secret
     extensive files on all known mutants, including their abilities, location,
     and secret identities.  The Xavier Protocol has been hacked into as a 
     plotline more times than I can count.  You'd think they wouldn't just 
     leave it lying around like that.  Or at least rename the files; mutant-
     haters probably wouldn't think to open up "Minesweeper."

     PROFESSOR XAVIER BUILT CEREBRO WITH THE AID OF:
     Magneto, back when they were the best of buds.  Of course, Cerebro has
     been directly responsible for Magneto's defeat countless times since.
     I'll bet he's still kicking himself over that one.

     FORGE IS A MEMBER OF WHICH NATIVE AMERICAN TRIBE?
     Forge is full-blooded Cheyenne, and trained as a shaman to boot.  The
     metal limbs come extra.

     THE COMIC BOOK "X-MEN #1," FEATURING THE X-MEN AND MAGNETO, APPEARED IN:
     September, 1963.  And you can own said issue, if you have about $10,000 to
     spare.  Jack Kirby was the original artist for the X-Men.  You know, Jack
     Kirby had quite a fan following.  I'm not one of them.  Every single
     character he drew was short, squat, and trollish.  That's right, Kirby!
     Your art SUCKED, man!

     WHO IS NEXT IN LINE TO LEAD THE X-MEN IF CYCLOPS IS UNABLE?
     "Next in line," my ass...  Storm is CO-leader of the X-Men.  At one point
     she defeated him in hand-to-hand combat WHILE STRIPPED OF HER POWERS over
     who would lead the X-Men.  Credit where credit's due, people.

     PSYLOCKE IS FROM:
     England.  Or Great Britain.  Or the United Kingdom.  Or whatever the hell
     you call it these days.

     WHERE DID JUBILEE LIVE FOR A SHORT TIME?
     Essentially homeless after her parents were killed, Jubilee fled group
     home placement to live in a Hollywood shopping mall for a time.  After
     being targeted by mutant hunters, she was saved by members of the X-Men
     who had come there to shop.  She followed them to their hq and lived there
     in secrecy, until the Reavers came back to reclaim their hideout.

     CYCLOPS DERIVES THE ENERGY FOR HIS OPTIC BLAST FROM:
     Solar energy, yo.  Cyclops absorbs solar energy and converts it into power
     for his optic beam.  He is capable of exhausting his optic blast if he
     uses it for some time without exposure to the sun.

     WHEN SHADOW KING FIRST MET PROFESSOR XAVIER, HE WAS KNOWN AS:
     Shadow King was in the guise of Amahl Farouk, a grotesquely obese Arab
     crimelord.  Professor Xavier defeated him in psychic combat and banished
     his essence to the Astral Plane.

     THE MORLOCKS TOOK THEIR NAME FROM:
     The Morlocks' original leader, Callisto, named them for the underground
     future mutant race in H. G. Wells's "The Time Machine."  Ya know, nothing
     has been revealed of Callisto's past, but she must have been pretty well-
     educated:  she named the Morlocks from classic literature, and her name
     was taken from Greek mythology.

     GAMBIT'S POWER IS THE ABILITY TO:
     Cause voice actors to sound like Justin the Cajun Cook.  Just kidding.  He
     can convert an object's potential energy into kinetic energy, causing it
     to explode.

     JUBILEE IS THE UNOFFICIAL SIDEKICK OF WHICH X-MAN?
     After rescuing Wolverine from the Reavers, Jubilee traveled the world with
     him, coming to view him as a father figure in the process.  Jubilee can
     get on my nerves (I know Kitty Pryde, and you, madam, are no Kitty Pryde!),
     but the storylines involving her and Wolverine are actually pretty
     touching.  It was Sabretooth's threat to kill Jubilee that caused
     Wolverine to lobotomize him.

     AGAINST HER WILL, PSYLOCKE'S MIND WAS TRANSFERRED INTO THE BODY OF:
     Psylocke had her consciousness mystically transferred with that of a ninja
     assassin.  She has come to terms with being stuck in her new body, and
     actually seems to prefer the enhanced combat skills that come with it.

     JUGGERNAUT RECEIVED HIS FANTASTIC POWERS FROM:
     Juggernaut was mystically endowed by the Gem of Cyttorak, a supremely-
     powerful extra-dimensional deity.  The whole Juggernaut thing is always
     presented as a "curse."  I don't get it.  He was given incredible
     strength, endurance, and invulnerability.  That's a curse?!  Cyttorak
     really needs to look into his cursing strategies, before he curses some
     poor soul with eternal food, sex, and wealth.

     A NICKNAME FOR CYCLOPS IS:
     Scott "Slim" Summers.  Jean's nickname is "Red," by the way.  The two were
     once transferred into an alternate future, where they got the chance to
     raise Scott's son, Nathan, who would eventually grow up to be Cable.  In
     order to preserve the timeline and keep their identities secret, they used
     their teenage nicknames as their identities, going by "Red" and "Slym,"
     which looks like it should be pronounced "Slime," but isn't.

     SABRETOOTH AND WOLVERINE WORKED TOGETHER DOING COVERT OPERATIONS FOR:
     They were teamed together for a time working for both the CIA and Weapon
     X, before Sabretooth's bloodlust caused a falling-out with Wolverine,
     leaving them as mortal enemies today.

     KITTY PRYDE HAS A PET DRAGON NAMED:
     While on an outer space adventure on the Brood's home planet, Kitty was
     rescued by a tiny flying dragon, which became quite attached to her.  She
     named it "Lockheed," after the original model of the X-Men's jet, the
     Blackbird.  Broodworld was destroyed, and Lockheed presumed dead, but he
     managed to follow her back to the Earth through undisclosed means, and
     remains her constant companion today.  Plus, he's cute as kitten britches.

     ONE NAME MYSTIQUE GOES BY IS:
     Raven Darkholme.  Although often presented as her true identity, the
     multiple identities assumed by Mystique over the years make it doubtful
     that her true original name will ever be known.

     ONE OF STORM'S FAVORITE HOBBIES IS:
     Storm loves working with plants and gardening.  She maintains a huge
     indoor garden in the attic of the X-Mansion, utilizing her mutant powers
     to water and care for it.

     IN ADDITION TO WOLVERINE, WHO HAS BEEN AN EXPERIMENT OF THE WEAPON X
     PROGRAM?
     Sabretooth was also part of Weapon X, although I doubt they experimented
     on him much.  You'd think the whole "psychotic-loony-loves the taste of
     blood" thing would've tipped 'em off.

     WHEN DID COLOSSUS FIRST TURN INTO HIS METAL FORM?
     He rescued Illyana from being mowed down by a runaway tractor.  Of course,
     the tractor was coming from 100 yards away (plus:  tractors?  Not exactly
     stealthy), officially designating Illyana as the least aware character
     ever presented.  Dude, she didn't notice a TRACTOR bearing down on her!

     THE FIRST FIVE MEMBERS OF THE X-MEN WERE:
     Cyclops, Iceman, Angel, Beast, and Jean Grey, in that order.  Although, as
     mentioned before, Jean was in the mansion before the others.  She also
     used the codename "Marvel Girl," which makes me snicker.  And then I
     remember the Scott/Jean wedding issue, where Jubilee was also making fun
     of the name "Marvel Girl," and suggested "Brain Babe," which makes me howl
     and occasionally wet my pants.

     WHEN DO A MUTANT'S POWERS NORMALLY FIRST ACTIVATE?
     Puberty, yo.  As if all the regular hormonal changes and hair in new and
     exciting places weren't bad enough, they have to contend with growing
     extra appendages and vaporizing everything they look at.


XIII.  GLITCHES AND BUGS

X-LEMMINGS

The X-Men apparently not only must deal with a world that hates and fears them,
but must constantly be on guard against the desire to hurl themselves over
ledges to their doom.  Try walking your active character over a fatal drop, and
you'll see what I mean:  60% of the time, one or two AI characters will drop in
right behind you.  The only thing that keeps the last party member from
following suit is that the game automatically switches characters when the
active character dies.  AI characters don't always require a leader's example
to die; sometimes they'll take the plunge all by themselves.

IT'S A BRIDGE!  MUST CROSS!

Sometimes, when you use Magma, Iceman, or Jean to create a bridge, one of the
AI characters will immediately rush across it.  Unfortunately, sometimes they
will attempt to cross it before it's completely formed, plummeting to their
death.

DON'T TAKE IT SO HARD.  I'M SURE IT HAPPENS TO ALL THE MUTANTS.

Sometimes you'll approach an obstacle, stand on the blue symbol, and, well, 
your X-Man has trouble performing.  No matter how you reposition yourself,
switch powers, etc, the power stubbornly refuses to activate its secondary
function and get past the obstacle.  I've had this occur most often with
bridge-building and welding.  If your X-Men are having performance issues,
try exiting the Level and coming back.  If unable to exit the Level, try
going to an Xtraction point and changing characters to another one with the
same type of ability.  If there are no Xtraction points available, or changing
characters doesn't work, just about your only option is to load your last saved
game and try again.  If you STILL can't perform, try thinking about baseball.
Or, you know, find another way.  For example, if you can't build a bridge, have
a character fly across, or have Nightcrawler teleport across the gap.

WHERE THE HELL DID YOU GUYS COME FROM?

As mentioned previously, occasionally the team will get separated when the
active character moves off on his or her own in a manner that the others cannot
follow.  This most often occurs when the active character climbs onto a moving
platform.  The programmers have instituted an automatic "separation" policy, to
prevent the X-Lemmings from trying to follow you and, well, splatting.  The
now-solo active character usually has to fight alone until they've created a
way for the team to follow or returned to the team.  Sometimes, however, when
the active character is attacked, the remaining team members suddenly appear
out of nowhere to lend a hand, and party separation is cancelled.  I'm sure
this is an unintentional bug, because:  A.  it doesn't always happen; and B. it
happened once in a circumstance where the active character was heading toward
a lever that would create a bridge for the other team members.  The active
character was attacked, and suddenly the rest of the team was there and the
bridge was miraculously created without ever touching the lever.  This is a
harmless and sometimes useful glitch.

WORDS FAIL ME

Sometimes the spoken dialogue during a cut-scene will stop in mid-sentence,
while the scene progresses.  My game disk is brand new and scratch-free, so I'm
calling this one a glitch.

I KNOW YOU'RE THERE SOMEWHERE

The game's AI usually only goes into battle mode when an enemy is sighted.
Frequently, however, the game will enter battle mode whenever an enemy is
on-screen, whether or not the enemy can actually be reached.  For example:
    +  +
    |  |
+---+  +---------------------------------+
|  enemy                                 |
|           +------------------------+   |
|           |                        |   |
+-----------|                        |   |
|           |                        |   |
|  x-men    +------------------------+   |
|                                        |
+---+  +---------------------------------+
    |  |
    +  +

As you can see in my pitiful ASCII map, the enemy and the X-Men are in adjacent
rooms, but separated by an unbreakable wall.  The game inexplicably lurches
into battle mode, and your AI characters will rush into the wall and try to
attack the enemy, frequently using their powers and gobbling EP like candy.
When this happens, quickly move your active character away.  Once you get far
enough away, the AI characters will snap out of battle mode and rejoin you.

DON'T STAND SO CLOSE TO ME

Usually, when you walk into another member of your team, they'll get out of
your way.  Sometimes though, the other members of your team will crowd you in
and trap you.  This usually happens in a doorway, but I have also had it happen
in corners.  The quickest way out of this is to switch control to an unblocked
character.  This glitch seems to be due to faulty AI.  Thanks to Julian S. for
reminding me about this one!

REVENGE OF SHADOWCAT

Perhaps bitter about being left out of the game (not as bitter as me, sweetie;
your day will come) Kitty Pryde is apparently sneaking around behind the scenes
and using her phasing power to make the walls semi-permeable.  "Semi-permeable"
means that objects will pass through, but you won't.  There's nothing quite
like breaking 50 objects in a room to finally reveal a direly-needed Health
Pick-Up, only to watch it go sailing away through a solid wall, never to be
seen again, much less used.

GRAVITY, SCHMAVITY

90 degree incline?  No problem!  Stare in awe as your X-Men occasionally run
straight up a wall or tree!  Pound your head against your desk as they plummet
down the other side and sometimes get stuck!
          
XIV.  REVIEW

Under construction

XV.  THANKS

Thanks to www.imdb.net for providing additional info on the voice actors.

Thanks to "The Official Handbook to the Marvel Universe" (tm Marvel Comics,
Inc.) for providing excellent reference materials for each character's powers
and backstories.

Thanks to Activision and Raven Software for providing such a huge gaming
experience.

Thanks to Julian S and Scott E for additional tips and corrections!
Thanks to Marc L for introducing me to the Mystery and the Wonder that is The
Bounty!  Thanks to Charles B for the Quick n' Easy Combo!  Thanks to Eliot L
for additional info on the X-Trivia, as well as just having the funnest e-mails
ever!  Thanks to Matt T for additional info on the Fastball Special!

Thanks to Stephen N at IGN for the invite to share my FAQ!

Thanks to Leet Haxor for the handy spam-protective e-mail suggestion!

Most of all, thanks to each and every person that has e-mailed me with
compliments and suggestions.  They keep me going, guys.  It's like crack.