X-Men II: The Fall of the Mutants

Assemble a team of 5 X-Men from a selection of 15 and eleminate the evil mutants while playing in a top down RPG style environment. When battles commence you have two choices for how the combat takes place, either Side Scrolling action, or Turn Based RPG style combat. In the Side Scrolling action fights, you can actually use each of the team members powers to kill your foes.