You are on the beta version of My Abandonware. The live site is still myabandonware.com. Your favorites and ratings here are copied to the live site. Comments and other changes are not — we delete them every morning at 08:00 Paris time, when this site goes down for about an hour. Leave feedback through this link to Pastel (email required).

Search more than 30000 retro games
/ Genres / Role-Playing (RPG) / X-Men: Legends II - Rise of Apocalypse

X-Men: Legends II - Rise of Apocalypse

Windows - 2005

X-Men: Legends II - Rise of Apocalypse has very active Marvel Mods fan community that is still developing fixes, patches and mods for the game. You can find a lot of mods for the game here, including new skins, characters and total conversions. They're currently developing new ambitious mod X-Men Legends II Ultimate Patch that aims to improve the game in many aspects and add new content, you can follow the progress on GitHub or on Marvel Mods Discord server

How to Play

The game has been tested on Windows 7 64-bit, Windows 8, Windows 10 and Windows 11, it works fine, the game supports widescreen. We also tested the game with dgVoodoo 2 on Windows 7 64-bit and Windows 10, works good too. You may experience some small troubles when you play the game on modern systems, check our Guide and Notes for details

Install & play guide:

  • Mount the disc image of CD1/DVD. You will need the utility for mounting disc image files, like WinCDEmu, UltraISO, Alcohol 52%/Alcohol 120% or Daemon Tools Lite
  • Launch the installation (if autorun doesn't work - simply launch the installation from Setup.exe inside the disc). It is recommended to install the game not in default path, but in some other, non-system folder, like C:/Games/X-Men Legends II, so you won't have troubles with NoCD or fixes
  • For CD version: when the installation process will ask for the next disc, mount the disc images of next CDs. All discs must be mounted in the same drive, so first un-mount the disc image of previous disc and only then mount the next disc image
  • Finish the installation. After you installed the game - use NoCD, simply copy Xmen2.exe from the archive to the game folder, agree to replace the original file
  • Open the game folder and find Xmen2.exe. Right-click on Xmen2.exe -> Properties -> Compatibility -> Set "Run this app in compatibility mode with Windows XP" and "Run as Administrator"
  • Launch the game and play. If the game doesn't work in compatibility mode with Windows XP - try to launch it in compatibility mode with other version of Windows (Windows 95, 98, 2000, etc.)

3 CD version has only English language, DVD version is multilingual and has 5 available languages: English, French, Deutsch, Italian and Spanish, you can select the language during the installation. English, German and Spanish languages are presented with full audio & text, French and Italian languages are available only as text

Notes:

  • If the installation doesn't start - try to launch Setup.exe in compatibility mode with old version of Windows (98, 2000 or XP)
  • You may get error at the end of installation - don't worry, the game will be installed properly, it's just some unknown bug of the installer
  • It is recommended to install all versions of Microsoft Visual C++ Redistributable and NET Framework for the correct work of the game. Also it is recommended to install K-Lite Codec Pack for the correct work of in-game audio and video
  • The game works on DirectX 9, so if you're using Windows 8, 8.1, 10 or 11 - you need to enable DirectPlay: Go to Control Panel, and select 'Programs'. Select 'Turn Windows features on and off', click on 'Legacy Components' and check the box 'DirectPlay'. Select OK, once the installation is done, restart your computer
  • NoCD is required for the launch because the game was protected with SafeDisc 4 DRM that doesn't work on modern systems. NoCD "breaks" DRM protection and allows to play the game without the disc. If you see the error that there's not enough space on the hard drive when you copy NoCD files - re-install the game in non-system folder, like D:/Games/X-Men Legends II, Windows Protection may block copying of files to system folders (like C:/Program Files or C:/Windows)
  • If you launch the game and see the error windows about missing dll-files - install Microsoft Visual C ++ 2008 Redistributable package. Theoritically, you can also skip that error windows by clicking "Ignore" until the game starts, check this thread for more details about that problem
  • You may also get the error window about missed libIGAudio.dll, libCriMovie.dll or libIGDisplay.dll files, it is the dll-files of DirectX 8.1. Enabling DirectPlay (for Windows 8 or newer) or installing DirectX 9 from the disc (for Windows 7 or older) should fix that issue. If that error window still appears, we also uploaded the archive with dll-files copied from the folder of installed game; simply extract all that dll-files to game folder to fix the issue
  • If you launch the game and see the error about Intrinsic Alchemy and msdia80.dll - download that dll-file and copy it to the game folder
  • If you launch the game and see only the black screen or the game crashes at launch, do the next steps: open Registry Editor (press Win+R and enter regedit.exe) and go to the path Computer/HKEY_CURRENT_USER/SOFTWARE/Activision/X-Men Legends 2/Settings/Display. Right-click on "Resolution" and select "Modify", input your desktop screen resolution (for example if you have 1920x1080 desktop resolution, enter 1920x1080); after that click OK and close Registry Editor. Now the game should launch properly, you need to do this only one time after the installation
  • The game supports wide screen resolutions, including UltraHD 4K, ultrawide and multi-display setups, check WSGF page for example screenshots. To change the screen resolution, go to Options -> Advanced Options in the game. If you cannot find your screen resolution, you can try to enable the custom screen resolution in Windows Registry, the instruction is in the note above
  • If the game crashes at random moments: this can occur if your stash and inventory is full or near full. Clear out your stash back at base and keep your inventory and stash low if this happens. The crash will occur when an item drops from an enemy or object that is destroyed, due to the game exceeding the item limit and not knowing what to do. Keeping these low can help prevent this
  • On modern systems the game may work too slow or have the unstable framerate - in that case try to run the game through one of display wrappers, we recommend to use dgVoodoo 2. To run the game with dgVoodoo 2 copy the dll-files from the MS/x86 folder, dgVoodooCpl.exe and dgVoodoo.conf to the game folder, next to Xmen2.exe. To change dgVoodoo 2 settings, run dgVoodoo Control Panel (dgVoodooCpl.exe) as administrator. After you changed dgVoodoo 2 settings, run the game as usual from Xmen2.exe. Also, dgVoodoo 2 wrapper provides additional technical features, such as Texture filtering, Anti-aliasing and others, you can find such settings in dgVoodoo Control Panel
  • Looks like on some modern GPUs Anti-aliasing (FSAA) option in the game doesn't work, even if you enabled FSAA in game settings. If you want to play the game with Anti-aliasing, force it through control panel of your video card or run the game with dgVoodoo 2 and enable Anti-aliasing in dgVoodoo Control Panel
  • If you get the error "Unable to initialise graphic display. Resolution and FSAA have been reverted to default" - try to run the game through one of display wrappers, such as dgVoodoo 2, DXVK, etc.
  • The game has Cooperative multiplayer mode for 2~4 players. But the game was using GameSpy servers for online Cooperative, and GameSpy service was shut down in 2014. Luckily, the game also had support of LAN multiplayer, so fans made fixes that allow to play the Cooperative mode via LAN emulators like RadminVPN, Hamachi or Tunngle. We found two fixes: first one is by Xeth Gaming, the link and instruction is available in this video (check that channel for possible updates), second one is by Alex Trin created for his repack (check this thread for details)
  • The game also allowed to play Cooperative mode in Local play, for 2~4 players with few controllers, so as alternative you can play Local Cooperative over the internet by using tools like Remote Play Together or similar. Online Cooperative mode was working through GameSpy service which was closed in 2014, but you can try to use GameSpy alternatives such an OpenSpy
  • The game has controller support so you can play the game with gamepad. If the game doesn't recognize your controller - try to use one of the additional tools from PCGamingWiki guide for controllers
  • Don't forget to check PCGamingWiki page if you have any troubles, it is very useful!

Comments and reviews

الدماسي مات عقبال الطحان 18 Oct. 2026

ظبتت عندي بدون سي دي خاوه غصبن عن حموسه و عن عبسي و غصبن عنك انت شخصيا

0
Retro Stranger 25 Jun. 2026

Help needed: Combat music crackling/popping on Windows 10 (Looking for a fix)

Hi everyone! Does anyone know a working solution for the audio crackling and popping issue in this game?

The problem appears strictly on Windows 10, and it is entirely isolated to the Combat Music (and sometimes when rotating the camera during fights). The rest of the game runs absolutely fine — dialogue, sound effects, and ambient tracks are completely clean.

I have already tried almost every standard textbook method recommended by AI and the PC-gaming community, but nothing helped:

- Switched to standard Microsoft audio drivers (High Definition Audio Device)

- Disabled all Audio Enhancements in Windows settings

- Ran the game executable (xmen2.exe) as an Administrator

- Edited Alchemy.ini (disabled multiThreaded, toggled halfBuffer)

- Tried audio wrappers like IndirectSound

0
HUDDA 24 Jun. 2026

GREAT THAT IS POLISH NOT BUGGY

0
X-Bro 11 Jun. 2026

This is awesome!

Game runs great but I am having trouble getting it to work with my controller. Do I need to map each input(which I've figured out how to do, but it's janky, no diagonal movement, ran out of buttons) or is there a setting to switch to controller?

0
Simon 08 Apr. 2026

Polish version of X-Men Legends 2 has been found: https://archive.org/details/x-men-legends-2-rise-of-apocalypse-pl

1
Baro 05 Mar. 2026

Got the game running, and oh boy did nostalgia hit!

I find it interesting that many people in the comments remember this game from 20 years ago, and don't know the ancient technique of cracking, so let me write a few steps that might help someone. (I downloaded the separate CD versions)

- Download the game

- Right click on the .iso files and select "Mount"

- When it opens up the CD contents, find "setup.exe"

- This will start the installation. After a while it will ask you to insert CD2 and so on.
In "My Computer", you will find mounted .iso represented like it's a separate drive. When asked to switch CD, right click on the drive and "Eject" it. Now, mount the CD2 .iso. Repeat this for CD3, and at the end again for CD1.

- At this point game is installed, but you probably can't run it. Download the NoCD and .dll (you have them on this same site, a bit under the game download).

- Extract and place both of the files in the folder where you installed the game (C:/Program Files/Activision/X-Men 2... or similar by default)

Have fun with this absolute gem!

0
dvrs01 28 Feb. 2026

Where can i find the NoCD of this game?

0
anita 12 Jan. 2026

links not working ;/

-1
XML Fan 19 Jun. 2025

Does anyone know the solution to the "Save Failed" issue that chocolateFondue23 mentioned? I'm having the same issue. It happens both on game startup and also if you try saving at an Xtraction point. This is on the full rip version.

3
Spectral Tiger 31 May. 2025

Surprise for me, I started the game... And it's just worked! Without me trying to figure out and fixing anything! THANK YOU SO MUCH!

P.S Windows 10 Home, download Full-Rip.

3
SabreWolverine 07 Feb. 2025

Is that the pc version where we can play as Sabretooth ??**

1
SabreWolverine 07 Feb. 2025

Is that the pc version where we can play as Sabretooth

-2
Felipe 20 Nov. 2024
Top comment

This should have a highlight here because of its importance:

https://marvelmods.com/forum/index.php?topic=11057.0

6
Larkey Vista 21 Oct. 2024

The DVD multi-language version works perfectly "out of the box" on my Windows 11. It just needs the NoCD, I didn't even need the msdia80.dll. Great performance and the game has never crashed.

The only thing to keep in mind is to NOT fill your stash at the home base to full capacity. This is known to randomly corrupt save files. Just keep the stash one unit below the limit and make multiple save files to be extra sure.

4
xmen 05 Oct. 2024

got the game working great, however while playing multiplayer if my brother and I spam abilities we get disconnected, any help??

0
Cuckie 14 Sep. 2024

Great, got the full rip working so far and finished the tutorial level. Only issue I have is the nondiagonal controller movement after binding the control sticks. Using Xbox one controller

0
nexes 09 Aug. 2024

i downloaded it but like what do i do next i think i have to extract it or something i need a guide video or something to futher help

3
BabtFuzz007 08 Jul. 2024

Downloaded the Full-Rip a few days ago and have not been able to even open the game. Every time I've tried, I've gotten the "unable to initialize graphics display. Resolution and FSAA have been reverted to default," error. I have tried just about every fix I can find and none of it has worked (compatibility mode, run as admin, update graphics, enable DirectPlay, etc.) Any suggestions that might not be in the readme? Running on windows 10 HP, with an intel graphics card.

1
summers 06 May. 2024

d-pad binding works for this game on a ps3 controller but in game d-pad keys don't react. anyone else having this problem?

0
eakiray 25 Mar. 2024

BRI, if you want diagonal analog support, you will have to use a PS3 controller. PS4 and PS5 controllers are 4-directions only.

1
Bri 24 Mar. 2024

Great game, got it working, but for some reason it doesn't register diagonal movement from my controller. Anyone know how to fix this?

1
chocolateFondue23 10 Mar. 2024

I downloaded the Full-Rip version but when I load the game up it says "Save Failed", I did run the exe with administrator mode and manually setup the folder for the save location at %USERPROFILE%\Documents\Activision\X-Men Legends 2\Save\. Can someone tell me what did I do wrong or what am I missing?

2
The Pumpkin 2211 13 Feb. 2024

I installed game where can ı find ( Xmen2.Exe ) file for setting s and starting game

0
spoonfork 11 Feb. 2024

@cloud paradox i was able to get my 8bitdo SN30 pro+ controller working with the game immediately. i just had to manually assign the buttons in the settings. ran in compatibility mode as administrator.

1
Babydoll 03 Feb. 2024

I wonder if magipacks have made a repack of this game 🤔

1
admin 31 Jan. 2024
Admin

I added the link to mods in description, there's a community forum Marvel Mods that made and still makes mods for the game. There's too many mods so research it yourself

@CLOUD PARADOX PCGamingWiki says that the game has controller support. I guess you need to connect both keyboard and gamepad when you run the game, then use keyboard to go to game options and select the controller in settings. For most of old games you need to select controller manually in settings

0
mikerprtr 03 Jan. 2024

add me on discord mikerprtr6969 if you want to play multiplayer!

1
Cloud Paradox 24 Dec. 2023

Has anyone managed to get this working with a controller yet? Full Rip version works a treat, Just having trouble getting a controller connected.

4
Blunt 25 Nov. 2023

Download the Full-Rip. Use the ReadMe for some quick setup. Game works great!

2
Finn 21 Oct. 2023

Does anyone know how to input the cheat codes for this game on PC?

-2
Jackster65 15 Oct. 2023

Game doesn't open, dvd version

1
MagicCard 18 Apr. 2023

Is it possible to add mods?

2
Baxin 15 Feb. 2023

Thanks, works great here with FullRIP version.

1
admin 16 Dec. 2022
Top comment
Admin

We have updated the game, added more versions and Full-Rip, plus solutions for most common problems, hope it helps

8
Cory Chapin 28 Nov. 2022

so once it's downloaded....how do you actually get it to run?

3
RaidenNeko 30 Aug. 2022

I'm gonna test if this works through the Wine Compatibility layer on a Chromebook!
Linux on Chrome OS is based on Debian Bullseye

2
c 12 Jun. 2022

how do you fix the graphics initaliziation issue?
windows 10

1
Reizo 26 May. 2022

How do I configure my ps4 controller

3
nitaant 19 Mar. 2022

theres an annoying host of dll errors at the start (can ignore them all, but still not good). How do I fix this?

Also I hotkeyed power 3 and power 4 to my keyboard, but only power 2 and power 1 work. Power 3 and power 4 perform melee attacks instead. I checked all the settings and I have not by mistake put the same button for both actions. It legit doesn't work.

Also, the options shows hotkeying for powers upto power 10. But the actual f1 menu only allows hotkeying of 4 powers. I'm confused?

0
J.o 13 Mar. 2022

I'm having trouble with the game not being to save on the extraction point. Anybody have a solution to this issue?

1
Attikus 11 Mar. 2022

Its states that a password is needed to extract the files. Has anyone else came across this issue?

1
Petch 21 Feb. 2022

To unlock the chatacters. There are cheats that you can find online for PS2, that can works also on a PC keyboard but just in that way: don't use the default change characters arrows on the keyboard to apply the cheat. You need to set a secondary control keys, on advanced options, and use those. Choose any key on keyboard, and next get back to default control setting one done. I used numpad numbers and it works form me for the cheat to unlock almost all characters. Just an advice: use cheats only to unlock characters and have more fun, don't overpower yourself and enjoy the game because the game is great!

4
TenAte108 02 Feb. 2022

Online Multiplayer Patch: https://www.youtube.com/watch?v=yV3K2wud6co&t=1s

0
DjBlu3 22 Jan. 2022

You need an high end phone if you want to emulate via ppsspp

0
Taffer 17 Dec. 2021

So is this portable version actually safe to use? I've seen it linked on several X-Men/Marvel related subreddits and many people say it has a few funky things present in it can anyone confirm?

0
PAI 07 Oct. 2021

VAI TRABALHAR VAGABUNDO!!!

-6
Tadeo 05 Jul. 2021

Pls add Marvel Ultimate Alliance 1 & 2

3
dick44 02 Jul. 2021

don't waste your time none of them work unless your computer genius im lazy and if it doesnt boot right up and there's any issues I'm giving up

-22
DivaLaCrazy 16 May. 2021

HI everyone. The game brought back memories. Cant believe I am playing it again . After you download, extract all files. Remember you should have a computer running on Windows only. this is not compatible with mac or chromebook whatever non windows Computer is out there. Enjoy life!

2
Dennis14 11 May. 2021

I'm getting "Unable to initialise graphics display" error message, has anyone encountered it and has a solution for this ?

1
XxDragon345 25 Apr. 2021

the game exe keeps disappearing and i also disabled my anti-virus software and it still disappeared

1
RogueFan 10 Apr. 2021

Thank you!It worked great!I just had a few dll issues before starting the game but you just press "ignore" all of the mand it will work fine.I love this game and I wonder if you guys plan on putting Marvel Ultimate Alliance in here for us to download too? Also love that game,would be amazing

-1
hellblazer96 01 Feb. 2021

Getting a weird "hard disk error" that's preventing me from saving. Anyone know what the cause of this might be?

-4
TenAte108 16 Jan. 2021

Keep in mind, that this is on Top 10 best Marvel videogames ever made list

-1
flpenho 13 Jan. 2021

thank you for this!

0
august 31 Dec. 2020

could anyone help me get the game to work?

0
TenAte108 12 Oct. 2020

Y'all did pretty awesome job giving us this game, movies and audio are not missing in this copy, so thanks - BIG BIG BIG Thanks.

hhhhhhhh, i wish X-men legends 1 had a PC port

1
AaceeshDai 31 Jul. 2020

Worked so good for me. Thanks a lot. Just downloaded, and ran the program {dont have to install}, worked well for me.
And I completed the whole game without any issues. Recommended.

2
Tutu 27 Mar. 2020

Hi

-1
Eli Rehman 14 Mar. 2020

I like this game

2
thunder 19 Sep. 2019

new to pc gaming, what else do I need to play this game after I downloaded it?

1
Bill 10 Aug. 2019

Doesn't save. Please fix this so I can play and save the game progress.

-3

No comment nor review for this game at the moment.

Comments posted on the beta are not kept. We delete them at 08:00 Paris time and they never reach the live site. Post on myabandonware.com if you want your comment to stay.

Downloads

Windows version
US version (CD release)

Disc 1

United Kingdom English
388 MB
US version (CD release)

Disc 2

United Kingdom English
594 MB
US version (CD release)

Disc 3

United Kingdom English
423 MB
European multilingual version (DVD release)

English, French, German, Spanish & Italian languages

United Kingdom English
France French
Germany German
Spain Spanish
Italy Italian
3.4 GB
Full-Rip of multilingual European version

Pre-installed game

United Kingdom English
France French
Germany German
Spain Spanish
Italy Italian
3.5 GB
Repack by Alex Trin

English & Russian languages, includes fix for Cooperative mode

United Kingdom English
Russia Russian
1.4 GB
Polish version
Poland Polish
1.4 GB

Extras

Manual Manual 6
Extra file
Windows 3 MB English English
Extra file
Windows 457 KB German German
Extra file
Windows 424 KB Spanish Spanish
Extra file
Windows 429 KB French French
Extra file
Windows 431 KB Italian Italian
Extra file
Windows 1 MB Polish Polish
Fix Fix 3
All dll-files of installed game - Copy that files to the game folder if you get the error about missed dll-files
Windows 3 MB English English
msdia80.dll - Copy to the game folder if you have an error about Intrinsic Alchemy or broken/missed msdia80.dll file
Windows 294 KB English English
Cooperative Mode fixes, by Xeth Gaming or Alex Trin - Two fixes that restore the functionality of Cooperative Mode to play it over LAN emulator
Windows 3 MB English English
Misc Misc 3
X-Men: Legends II Rise of Apocalypse prequel comic - Mini-story connecting X-Men: Legends and X-Men: Legends II
Windows 5 MB English English
Brazilian translation patch
Windows 2 MB Portuguese (Brazil) Portuguese (Brazil)
Russian translation patch - Translates text & in-game videos
Windows 166 MB Russian Russian
Demo Demo 1
Extra file
Windows 336 MB English English
Guide Guide 2
IGN's Guide
Windows 812 KB English English
Official Strategy Guide by BradyGames
Windows 51 MB English English
NoCD NoCD 3
NoCD for US and European releases - Compatible with all languages
Windows 1 MB English French German Spanish Italian
Alternative NoCD for US and European releases - Use if the first NoCD doesn't work
Windows 1 MB English French German Spanish Italian
NoCD for Polish version
Windows 1 MB Polish Polish

Similar games

Marvel Ultimate Alliance
4.3/5 - 195 votes
Marvel Ultimate Alliance
Windows
2006
Need for Speed: Underground 2
4.5/5 - 2063 votes
Need for Speed: Underground 2
Windows
2004
X-Men: The Official Game
4.2/5 - 49 votes
X-Men: The Official Game
Windows
2006
The Punisher
4.4/5 - 412 votes
The Punisher
Windows
2005
Spider-Man
4.5/5 - 1198 votes
Spider-Man
Windows, Mac
2001
Need for Speed: Carbon
4.6/5 - 685 votes
Need for Speed: Carbon
Windows, Mac
2006