Download X-Men: Legends II - Rise of Apocalypse (Windows)

More than 23600 old games to download for free!

X-Men: Legends II - Rise of Apocalypse

Windows - 2005

Alt names X战警传奇II:天启的崛起, X-Men Legends 2: L'Avenement D'Apocalypse
Year 2005
Platform Windows
Released in Germany, United Kingdom, United States
Genre Role-Playing (RPG)
Theme Action RPG, Cyberpunk / Dark Sci-Fi, Licensed Title
Publisher Activision (UK) Limited, Activision Deutschland GmbH, Activision Publishing, Inc.
Developer Raven Software Corporation
Perspectives 2D scrolling, Bird's-eye view
New feature: save games for later with favorites, display all favs from link in the top bar. When not logged in, favs are saved on your computer but can be lost, register here to keep 'em safe.
Roger That!
4.44 / 5 - 123 votes

Description of X-Men: Legends II - Rise of Apocalypse

Description from the publisher:

X-Men Legends II: Rise of Apocalypse--sequel to the best-selling X-Men game ever--introduces the epic storyline of an uneasy alliance between the X-Men and the hated Brotherhood in a fight to reclaim Earth from Apocalypse's grasp. Impressive gameplay enhancements include more than double the superpowers and customization capabilities, the debut of several new playable characters, over 100 diverse types of enemies, and a breathtaking range of exotic and real-world environments--from the Madri Temple to Egypt. For fans loyal or new, X-Men Legends II: Rise of Apocalypse delivers a bigger, deeper, and more epic action/RPG experience.

  • Reclaim Earth from Apocalypse's grasp in this epic action/RPG
  • 16 playable characters each with 10 individualized superpowers
  • Create, customize, and control a punishing team of 4 powerful Mutants
  • 100+ different types of enemies; exotic and real-world environments
  • Intense online and offline multiplayer action for up to 4 players

External links

How to play X-Men: Legends II - Rise of Apocalypse Windows

Read Full Instructions

The game with NoCD has been tested on Windows 7 64-bit and Windows 10, works with no problem. We also tested the game with dgVoodoo and NoCD on Windows 7 64-bit, works good too. You may experience some troubles during first launch of the game, check our Notes

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)
  • For CD version: When the installation process will ask for CD2 - mount the disc image of CD2. Do the same when the installation process will ask to enter next discs. CD2 and CD3 must be mounted in same virtual drive as CD1, so first un-mount disc image of CD1 and then mount the disc image of CD2, etc.. In example, if CD1 was in virtual drive G:, CD2 must be mounted in virtual drive G: as well
  • Finish the installation
  • Also it is recommended to install DirectX 9 from the disc (if you're using Windows 10 - enable DirectPlay, read this or this guide how to do it)
  • Then install NoCD (simply copy Xmen2.exe from the archive and replace the original exe-file inside the game folder)
  • Open the directory with the game 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 - try to launch the game, then open Task Manager (Ctrl+Alt+Del by default) and check for processes Xmen2.exe and rundll32.exe. Close Xmen2.exe but don't touch rundll32.exe (it's a Windows app for running old apps from 32-bit operational systems, most old games running through rundll32.exe). Now try to launch the game again, it must work. Don't forget to close rundll32.exe process in Task Manager after finishing playing


  • NoCD is required for the launch because the game is using SafeDisc DRM which doesn't work correctly on modern systems. That NoCD "breaks" DRM protection and allows the game to work on modern systems
  • If the installation doesn't start - try to launch Setup.exe in compatibility mode with old version of Windows (98, 2000 or XP)
  • 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
  • It is recommended to install Microsoft Visual C ++ Redistributable Package for correct work of the game
  • If you launch the game and it doesn't start (just black screen), do the next steps:

    • Open Registry Editor (launch regedit.exe)
    • Go to Computer/HKEY_CURRENT_USER/SOFTWARE/Activision/X-Men Legends 2/Settings/Display
    • Right-click Resolution and click Modify
    • Input your Desktop Resolution (for example, 1920x1080, click OK and close the Registry Editor)
    • The game should now launch properly, you will only need to do this once after installation
  • Also, that way you can run the game in widescreen. By default the game works only in 4:3 display resolution, but you can launch it in widescreen by registry editing

  • If you launch the game and see errors revolving around Intrinsic Alchemy and msdia80.dll - download that dll and put it in game folder or C:/Windows/system folder
  • If you launch the game and see errors about missing DLL files - install Microsoft Visual C ++ Redistributable Package or find that dll-files online and put them in the game folder or C:/Windows/system folder, here's more details about that problem
  • 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 a item drops from a 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 unstable framerate - in that case you can try to run the game through dgVoodoo (please note that dgVoodoo doesn't work on Intel graphics cards). Just copy the dll-files from the MS/x86 folder, dgVoodooCpl.exe and dgVoodoo.conf to the game folder(it must be next to exe-file), open dgVoodooCpl.exe, go to DirectX tab and enable "Fast video memory access". After that launch the game from Xmen2.exe. Also, with dgVoodoo you can launch the game with texture filtering and antialiasing, you can find settings in dgVoodooCpl.exe
  • Don't forget to check PCGamingWiki page if you have any troubles

Comments and reviews

Baxin 2023-02-15 1 point

Thanks, works great here with FullRIP version.

admin 2022-12-16 3 points

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

Cory Chapin 2022-11-28 1 point

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

RaidenNeko 2022-08-30 1 point

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

c 2022-06-12 0 point

how do you fix the graphics initaliziation issue?
windows 10

Reizo 2022-05-26 1 point

How do I configure my ps4 controller

nitaant 2022-03-19 1 point

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?

J.o 2022-03-13 2 points

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

Attikus 2022-03-11 2 points

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

Petch 2022-02-21 2 points

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!

TenAte108 2022-02-02 0 point

Online Multiplayer Patch:

DjBlu3 2022-01-22 0 point

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

Taffer 2021-12-17 0 point

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?

PAI 2021-10-07 -6 points


Tadeo 2021-07-05 3 points

Pls add Marvel Ultimate Alliance 1 & 2

dick44 2021-07-02 -18 points

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

DivaLaCrazy 2021-05-16 2 points

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!

Dennis14 2021-05-11 0 point

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

XxDragon345 2021-04-25 1 point

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

RogueFan 2021-04-10 -1 point

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

hellblazer96 2021-02-01 -2 points

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

TenAte108 2021-01-16 1 point

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

flpenho 2021-01-13 0 point

thank you for this!

august 2020-12-31 0 point

could anyone help me get the game to work?

TenAte108 2020-10-12 1 point

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

AaceeshDai 2020-07-31 2 points

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.

Tutu 2020-03-27 0 point


Eli Rehman 2020-03-14 1 point

I like this game

thunder 2019-09-19 1 point

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

Bill 2019-08-10 -3 points

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

Write a comment

Share your gamer memories, help others to run the game or comment anything you'd like. If you have trouble to run X-Men: Legends II - Rise of Apocalypse (Windows) , read the abandonware guide first!


Download X-Men: Legends II - Rise of Apocalypse

We may have multiple downloads for few games when different versions are available. Also, we try to upload manuals and extra documentation when possible. If you have additional files to contribute or have the game in another language, please contact us!

Windows Version

DownloadCD version
Disc 1 English version 371 MB
DownloadCD version
Disc 2 English version 594 MB
DownloadCD version
Disc 3 English version 423 MB
DownloadFull-Rip English version 1.5 GB DownloadDVD version English version French version German version Italian version Spanish; Castilian version 3.4 GB

Game Extras

Various files to help you run X-Men: Legends II - Rise of Apocalypse, apply patches, fixes, maps or miscellaneous utilities.

NocdNoCD (compatible with all versions) English version 1 MB Miscmsdia80.dll (required for the game, put in main game folder) English version 611 KB DemoEnglish version 336 MB

Similar games

Fellow retro gamers also downloaded these games:

Ad Consent Terms About Contact FAQ Useful links Contribute Taking screenshots How to play

MyAbandonware utopiaweb