Following up from last year's impressive action-RPG, Activision and developer Raven Software are bringing the X-Men back to GameCube in X-Men Legends II: Rise of the Apocalypse. The story takes on a darker air, beginning with a mission to rescue Professor X from a military outpost in Greenland. The plot centers on an unlikely alliance between The Brotherhood and the X-Men, who have joined together to stop Apocalypse, a 5000-year old mutant who has launched an attack to annihilate mankind. Apocalypse believes it is the duty of the strong to destroy the weak and for those who survive to come under his command.

One of the reasons the game follows this story is to give fans a chance to play as some of their favorite bad guys, like Magneto and Juggernaut. There are sixteen playable characters in all, and while the two sides are attempting to co-operate, the tension between the two teams is still thick. Disagreements, fighting, and taunting break out at times during mission briefings. Plus, non-player characters in the game will greet you warmly or give you the cold shoulder, depending on which character you're controlling when you speak with that person. With the game following the Age of Apocalypse theme, a number of lesser known X-Men characters make appearances, as well as characters crossing over from other Marvel franchises.

Like the first title, X-Men Legends II has you controlling a team of four mutants, smashing your way through hordes of enemies and highly destructible environments. You can also have friends plug in and join you in the fray at any time. All of the characters have basic quick attacks and smash attacks to use against enemies, but each of them also has his or her own special mutant powers, which can be quickly selected by holding R and pressing one of the face buttons. While the first game limited the amount of executable powers to four (with others that gave you stat increases, etc.), Legends II doubles the amount of powers available and gives you the ability to quickly switch between powers you'd like to use. Players can still pull off combo attacks by using their powers simultaneously, and the developers have improved the system so that combos are easier to pull off and deal more damage than before.

Raven have also made changes to make the game appeal more to action gamers and co-op players. Rather than fumbling through the menu every time a character picks up an item or gains a level, you have the choice to turn on options that will equip with you the best items and distribute your experience points automatically. After finding Blink, you'll also be able to jump home to base from within a level to switch team members or items and then jump right back to where you left off.

Instead of returning to the Mansion as your single base like in the first game, you'll end up in several bases along the way, as you run from Apocalypse. The base has a lot of familiar extras, such as the trivia machine that doles out experience points to fans who get the questions right. Bases also now have places to stash extra items and equipment. So, you won't be forced to choose between rare bits of equipment because your character can't hold any more items. The new review computer, found at your base, not only compiles all of the comic covers and secrets you've unlocked, but it also shows you stats on how much you've collected in each stage.

Unlike the first game, you can return to earlier levels to try out new characters or look for goodies, which have been hidden even deeper than before. Levels also contain secrets that open up more areas, and to add a little competition to co-op, there are now statues hidden in each level with stat bonuses that can only be given to one player. Like in Zelda: Four Swords, you may need to co-operate with your teammates to bust down a wall or fly over a gap, but then the first player to reach that statue is the only who will reap the rewards.