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In X-Men 2: The Fall of the Mutants the player must assemble a team of five X-Men from a selection of fifteen, and eliminate the evil mutants while playing in a top-down RPG-style environment. When battles commence the player has two choices for how the combat takes place: either side-scrolling action, or turn-based RPG-style combat. In the side-scrolling action fights, the player can use each of the team members' powers to kill the foes.