Tom and Jerry: The Avenger War

Tom and Jerry: The Avenger War is a Warner Bros and Marvel movie based on Captain America: The Civil War, X-Men: Apocalypse, and X-Men: Days of Future Past.

Plot
After another incident involving the Avengers results in collateral damage, political pressure represented by Counciller Kennedy and Lieutenant-General Thunderbolt Ross mounts to install a system of accountability, headed by a governing body to oversee and direct the team. As a result, the MRD (short for the Mutant Response Division), a government-supported organization created for the detainment and subsequent registration of existing mutants, begins capturing mutants from all over the country in response to the countless human protesters determined to protect the safety of humankind..... Trask Industries begins forging Sentinels, giant robots built to destroy mutants. Worthington Labs announces it has developed an inoculation to suppress the X-gene that gives mutants their abilities, and offer the "cure" to any mutant who wants it...... much to many's shock such as the muto-warlord Magneto who warns the cure would be used to wipe out mutant-kind.

The events fractures the Avengers, resulting in two camps - one led by Captain America and his desire for the Avengers to remain free to defend humanity without government interference, and the other following Iron Man’s surprising decision to support government oversight and accountability. But Tom, Jerry, Spider-Man, Spider-Woman, the X-Men, the Galactic Guardians, the Silver Surfer, and Moira McTabbert learn from the 5,000 year old mutant Genesis how all had been manipulated by her brother........... En Sabuh Nur, AKA Apocalypse, an ancient cyber-mutant who seeks to use the war to break free so he can destroy the world and remake it in his image.

Characters

 * Tom, a grey cat. Gruff but well-meaning. A member to the Anti-War Faction.
 * Jerry, a brown mouse. A member to the Anti-War Faction.
 * Tuffy, a young mouse Jerry's Ward. A member to the Anti-War Faction.
 * Peter Parker/Spider-Man, a reporter who is also a super-hero and junior Avenger. An American human who was given spider-sense, super-strength, super-agility, super-speed, super-durability, and super-stamina thanks to a muto-spider from Oscorp. Brunette with a stubble. Benevolent, responsible, loyal, caring, wise, jolly, eccentric, and jolly. He keeps quoting 'With great power comes great responsibility'.... a family-motto he learned from Uncle Ben. A capable martial artist, scientist, reporter, and spy. He wields web-guns and a sickle-sword. Revealed to be descended from the rebel-leader who fought Apocalypse..... and to be the Chosen One prophecised to defeat Apocalypse. Leader to the Anti-War Faction.
 * Mary Jane Watson/Spider-Woman, Peter Parker's love-interest and fellow reporter as well as a junior Avenger. A host to a pure Symbiote which bestows super-strength, super-agility, super-stamina, and super-speed as well as the power to form weapons from Symbiote-powers. Red-haired. She shares Peter's kindness, courage, wisdom, honour, jolliness, sarcasm, and responsiblity. A better martial artist than Peter... and his scientific equal. Second-in-command to the Anti-War Faction.
 * Captain Steve Rodgers/Captain America, leader to the Avengers. An American man who was turned to a super-soldier by serum and frozen in ice for 40 years before thawed out. Benevolent, gallant, wise, jolly, sarcastic, wise, honourable, chivalrous, and loyal. Blonde with a chin-stripe. A talented martial artist, tactician, scientist, and driver. He wields a shield made from vibranium, a knightly sword, a laser-pistol, a truncheon, and a Tommy gun-themed plasma-blaster. The man who taught Uncle Ben 'With great power comes great responsibility'. Revealed to be descended from a leading rebel who fought Apocalypse in ancient times.
 * 1st Lieutenant Peggy Carter, Steve Rodger's love-interest and second-in-command. An American lady with blonde hair which is shoulder-length. A soldier who got some super-serum from a blood-transfusion and was frozen for 30 years. Feisty, kind, loyal, honourable, jolly, sarcastic, and cheeky. A capable martial artist, tactician, driver, spy, and scientist. She wields a shield made from vibranium, an Asgardian hammer called Peaceguarder forged from Uru, a knightly sword, a laser-pistol, a plasma-shotgun, and an electro-staff. A member to the Anti-Registration Faction. Revealed to be descended from a leading rebel who fought Apocalypse in ancient times.
 * Tony Stark/Iron Man, the third-in-command to the Avengers. A rich industrialist who wears robo-suits with built-in weapons. Brunette with a balbo. A cocky but noble man. Son to Howard Stark who'd helped Captain America and the Howling Commandos during World-War 2. Leader to the Pro-Registration Faction. A pawn to Apocalypse and his Cult who used him through his guilt on Ultron. Revealed to be descended from a previous Horseman of Death to Apocalypse.
 * Thor, a leading Avenger and Prince to Asgard as well as Odin's son. Gallant, honourable, just, jolly, and wise. Blonde with a balbo. He wields Mjonyr, a magic hammer forged from Uru.... as well as a viking-sword, a mace, a spear, and a dirk. A capable warrior, tactician, and occultist. A member to the Anti-War Faction.
 * 2nd Lieutenant Natasha/Black Widow, a SHIELD-member and Avenger. A Russian lady with her red hair cut short. Feisty, kind, sarcastic, jolly, wise, honourable, and loyal. A capable martial artist, marksman, tactician, scientist, spy, and saboteur. She wields two laser-pistols, a laser-shotgun, two forearm-mounted electro-zappers, two electro-truncheons, a double-bladed spear, two dao swords, and bolas. A member to the Anti-War Faction. Revealed to be descended from a leading member to the rebellion who fought Apocalypse on ancient times.
 * Warrant-Officer Clink Barko/Hawkeye, a SHIELD-member and Avenger. An American man with blonde hair and a stubble. Cocky and rash but noble, loyal and jolly. A capable martial artist, archer, tactician, and saboteur. He wields a longbow with arrows.... taser-arrows, grenade-arrows, metal arrows, gas-arrows, etc. A member to the Anti-Registration Act.
 * Master Sergeant Sam Wilson/Falcon, a paratrooper from the US Air-Force who became a SHIELD-agent and Avenger. An African-American with a chin-stripe. Bold, kind, loyal, jolly, and clever. A talented scientist andengineer.who uses a bird-themed robo-suit to fly and a mechanical hawk to scout. A capable martial artist and tactician. He wields two laser-pistols, a gladius sword, and a spear. A member to the Anti-Registration Act
 * Doctor Hank Pym/Ant-Man/Giant-Man, an American human-scientist and Avenger. He invented Pym Particels which enable people to sizeshift. He also forged helmets able to talk with bugs. Blonde with a stubble. Noble, kind, wise, loyal, sarcastic, and jolly. He wields a gun which shoots Pym Particles. A member to the Anti-Registration Faction.
 * Doctor Janet Dym/Wasp, Hank Pym's wife and an Avenger. She uses Pym Particles to sizeshift, and wields gauntlet-stingers, a gladius sword, and a double-bladed spear.. Auburn hair cut short. Feisty, kind, sarcastic, jolly, witty, eccentric, loyal, and honourable. A capable scientist, martial art, and tactician. A member to the Anti-War Faction.
 * Sergeant Bucky Barnes/The Winter-Soldier, Captain America's pal and brother-figure who'd been brainwashed to an assassin by HYDRA.... and got framed by Apocalypse's Cult for the murder of Iron Man's parents and some World Security Council members. Brunette with sideburns. A sarcastic, jolly, noble, honourable and wise man. He has lost his left arm during World-War 2 which got replaced with a prosthetic arm which has vibranium. A talented martial artist, spy, tactician, and driver. He wields a laser-rifle, a bazooka, two laser-pistols, a bowie dagger, a machete, and a flamethrower. A member to the Anti-Registration Faction.
 * Sergeant-Major James Rhodes/War-Machine, Iron Man's pal and brother-figure as well as an Avenger. An African-American with sideburns. Noble, sarcastic, jolly, loyal, honourable, and wise. A member from the US Air-Force. He uses a suit similar to Iron Man's suit only grey with a right shoulder-mounted sonic-cannon, a left shoulder-mounted rocket-launcher, a right forearm-mounted plasma-chaingun, a left forearm-mounted flamethrower, and two hip-mounted grenade-launchers. A talented martial artist, marksman, pilot, and tactician. Thanks to Apocalypse, his spine got damaged.... which led to cybernetic repairs by Hank Pym.
 * King T'Challa/The Black Panther, king to Wakanda who wears a panther-suit with vibranium for protection as well as vibranium claws. An African with a stubble. Honourable, noble, just, wise, loyal, sarcastic and jolly. Storm's love-interest. A capable martial artist, tactician, scientist, and spy. He wields a spear and sickle-sword with vibranium. A member to the Anti-War Faction. Revealed to be descended from a leading rebel who defeated Apocalypse.
 * Vision, an Avenger. A sentient android forged by Ultron but given a soul by the Avengers. He wields the Mind-Stone which bestows ghosting powers and psionic powers. He wields a magic hammer called Peaceforger made from Uru. Benevolent, wise, bold, honourable, sarcastic, jolly, and loyal. A capable martial artist, tactician, and scientist. A member to the Anti-War Faction. A
 * Wanda Maximoff/Scarlet Witch, Magneto's daughter and Vision's girlfriend who is an Avenger. A Sokovian human-mutant who is able with telekinesis and telepathy. Ginger hair shoulder-length. Benevolent, feisty, wise, jolly, sarcastic, loyal, and independent. A Goth. Vision's love-interest. A capable martial artist, tactician, occultist, scientist, and singer. She wields a quarterstaff and a longsword which she tends to channel psionic energy on when fighting super-powered beings. A leading member to the Anti-War Faction.
 * Pietro Maximoff/Quicksilver, Scarlett Witch's brother and Magneto's son as well as an Avenger. A Sokovian human-mutant who is super-fast. Cocky, rash and hot-headed but noble and jolly. Blonde with a goatee. He wields a spear and a machete. A member to the Anti-War Faction.
 * Lorna Maximoff/Polaris, Magneto's daughter as well as a sister to Scarlet Witch and Quicksilver who joins the Avengers. A Sokovian human-mutant who can do magnetism and electro-magnetism as her dad did. Her hair dyed lime and cut short. Benevolent, feisty, loyal, jolly, bubbly, ditsy, wise, honourable, and sarcastic. A capable martial artist, tactician, scientist, and occultist. She wields an iron staff and a jian sword. A member to the Anti-War Faction.
 * Doctor Bruce Banner/The Hulk, an Avenger. An American human-scientist specialising in gamma-rays who transforms to a super-strong, super-tough monster when angered or stressed. Noble, just, wise, jolly, sarcastic, and honourable. A member to the Anti-Registration Faction. Revealed to be descended from a leading rebel who fought Apocalypse in ancient times.
 * Doctor Betty Ross/The She-Hulk, an Avenger and Hulk's love-interest. An American human-scientist who can become a super-strong, super-tough monster thanks to an enhanced Hulk-serum. Feisty, benign, sarcastic, wise, and jolly. A capable scientist, martial artist, and marksman. A member to the Anti-Registration Faction. Revealed to be descended from a leading rebel who fought Apocalypse in ancient times.
 * 2nd Lieutenant Jemma Simmons, a SHIELD-member. A human-scientist from England. Feisty,kind, wise, jolly, sarcastic, loyal and honourable. Brunette hair shoulder-length. A capable scientist, martial artist, marksman, tactician, and spy. A member to the Anti-War Faction.
 * Staff-Sergeant Alphonso Mackenzie, a SHIELD-Agent. An African-American with a balbo. Gruff but noble and just. A capable martial artist, marksman, tactician, and spy. One of the people Mesmero hypnotised. A member to the Anti-War Faction.
 * Daisy Johnson/Quake, a SHIELD-member and Avenger. An Inhuman who can shoot vibro-blasts. Brunette with shoulder-length hair. Noble, kind, sarcastic, jolly, clever, and loyal. A capable martial artist, tactician, computer-worker, and engineer. She wields a hammer, a flail, a laser-shotgun, a laser-pistol, a machete, and a bowie dagger. A member to the Anti-War Faction.
 * Robbie Reyes/Ghost Rider, a car-mechanic who is a SHIELD-member. Daisy;'s love-interest. An American human possessed by a dark spirit which turns him into a skeletal super-hunter wreathed in ethereal flame known as the Ghost Rider. As Ghost Rider, he is indestructible with the hellfire melting weapons which touch him, super-strong enough to lift up even a truck and hurl it, and can use hellfire to strike. He can look into people's souls. He wields a kusarigama, a shotgun, a turko-mongol sabre, a tomahawk, and a machete which he channels hellfire onto. A capable martial artist, occultist, driver, and mechanical engineer. He rides an upgraded 1970's Dodge Charger with a V8 engine which can travel faster than any conventional vehicle and can perform such seemingly impossible feats as riding up a vertical surface, across water surfaces and leaping across great distances that normal cars cannot. A member to the Anti-War Faction.
 * Stephen Strange/Doctor Strange, the Sorcerer Supreme for Earth. An American human-magician with brunette hair and a balbo. Noble, wise, benign, loyal, jolly, honourable, sarcastic, and humble. A talented magician, martial artist, tactician, healer, and occultist. He owns a Levi-Cloak which enables him to fly, a Sling-Ring which can form flaming portals to other places, and the Eye of Agomotto containing the Time-Stone which gives him control on time. He wields a jian sword, a jambiya dagger, an iron staff, a tessan fan, a machete, and a longbow with arrows. A member to the Anti-War Faction.
 * Wong, an ally to Doctor Strange. A Chinese-Nepalese man. Noble, wise, benign, honourable, sarcastic, jolly, and humble. A talented magician, martial artist, tactician, and healer. He wields a quarterstaff, two dao swords, shurikens, kunais, a longbow and arrows, a tanto dagger, a chain-whip, and a blowgun with darts. A member of the Anti-War Faction.
 * Professor Charles Xavier, headmaster to the X-Men. An American human-mutant who capable with telekinesis and telepathy. Wheelchair bound due to spinal wounds which were done during the Cuban Missile Crisis. Benevolent, wise, honourable, jolly, sarcastic, wise, and loyal. A capable scientist and tactician.
 * Scott Summer/Cyclops, a leading member to the X-Men. An American human-mutant who shoots lasers..... but requires his vizor and shades to control 'em due to brain-damage. Gruff and serious but jolly, noble, just, loyal and wise. Brunette with a stubble. A capable martial artist and tactician. He wields a knightly sword, a flail, a tanto dagger, and a glaive spear. A member to the Anti-War Faction. Revealed to be descended from a leading rebel who fought Apocalypse in ancient times.
 * Jean Grey/Marvel-Lady, a leading member to the X-Men. An American human-mutant capable with telekinesis and telepathy. Red hair shoulder-length. Feisty, benevolent, wise, jolly, honourable, sarcastic, and loyal. Cyclop's love-interest. A capable martial artist, scientist, and tactician. She wields kunais, an iron staff, a jian sword, a jambiya dagger, and a tessan fan. A member to the Anti-War Faction. Revealed to be descended from a leading rebel who fought Apocalypse in ancient times.
 * Captain James "Logan" Howlett/Wolverine, an X-Man and Avenger. A Canadian human-mutant with the power to rapidly heal, three retractable razor sharp claws on each hand, adamantium on his claws and bones, heightened senses, which allow him to track people through scent and sound, superhuman strength, superhuman reflexes and superhuman reflexes. He was born in the 1800s and is a veteran of the American Civil War, World-War 1, World War 2, and the Cold War. A talented tactician who memorised Sun Tzu's The Art of War. He is short tempered and it takes a while for him to trust people. He often prefers to be left alone, but he is not above working with his teammates. He is serious but has a sarcastic sense of humour. He is also kind, brave, loyal, and wise. Brunette with sideburns. He wields a wakazashi sword, a laser-pistol, a tanto-dagger, a yuri spear, and a laser-rifle along with his claws. A member to the Anti-War Faction. Revealed to be descended from a leading rebel who fought Apocalypse in ancient times.
 * Doctor Hank McCoy/Beast, a founding X-Man. A blue-furred, ape-based human-mutant who possesses superhuman agility, strength, endurance, and dexterity. He's a brilliant scientist and researcher. One of the earliest recruits to the X-Men, Henry proved invaluable both on the field of battle, and in the laboratory, where his vast intelligence and insight into mutant genetics quickly distinguished him from the rest of the team. Despite his surprising strength, agility and talent as a fighter, he prefers his refined intellect to his brutish fists when attacking a problem but would fight for peace. Benevolent, valiant, wise, jolly, sarcastic, wise, and loyal. He tends to quote Shakespeare. He wields a laser-shotgun, a laser-pistol, a machete, a club, a bowie dagger, a chain-whip, a crossbow and arrows, and bolas. A member to the Anti-War Faction. Revealed to be descended from a leading rebel who fought Apocalypse in ancient times.
 * Oroe Munroe/Storm, a founding X-Man and Queen to T'Challa/The Black Panther. An Egyptian human-mutant who has the psionic ability to control all forms of weather over vast areas. Feisty, kind, loyal, jolly, honourable, wise, and sarcastic. Flashbacks show she met T'Challa and the Professor who freed her when she was a pawn to a mutant crime-boss to the Shadow-King who was a member to the Apocalypse Cult. Her hair is pale as a side-effect from the Cult enhancing her. She is an able martial artist, tactician, pilot, and scientist. She wields a Wakandan spear and a Wakandan sword... both with blades forged from Vibranium. A member to the Anti-War Faction. Revealed to be descended from a leading rebel who fought Apocalypse in ancient times.
 * Bobby Drake/Ice-Man, an X-Man. An American human-mutant who can use cryokinesis to freeze things up. Blodne with a stubble. Rash and hot-headed but good.
 * Kurt Wagner/Nightcrawler, an X-Man. A German human-mutant who resembles a blue demon and can teleport. A jolly, sarcastic, daring, honourable, wise, loyal, and just. A capable martial artist and acrobat. He wields a sickle-sword, a cutlass sword, a spear, and a dirk. A member to the Anti-War Faction.
 * Jubilee, an X-Men. Ice-Man's love-interest. A Japanese human-mutant who can shoot pyro-blasts similar to fireworks. Black hair cut short. Feisty, kind, sarcastic, jolly, wise, loyal, and honourable. A capable martial artist, engineer and musician. She wields a wakazashi sword, a tanto dagger, a triple-staff, and an iron staff. A member to the Anti-War Faction.
 * Reme LaBaeu/Gambit, an X-Man. A Floridan human-mutant who can channel destructive energy onto things. Brunette with sideburns. A lovable rogue. He wields a telescopic staff and cards which he tends to channel energy onto. A member to the Anti-War Faction.
 * Alekander Summers/Havoc, Cyclops's brother and an X-Man. An American human-mutant able to shoot lasers from his body. Blonde with a stubble. Jolly, bold, honourable, optimistic, loyal, and wise. A capable martial artist and marksman. A member to the Anti-War Faction.
 * Eric Gitter/Ink, a new X-Man who joins when freed from Stryker's lab. A Caribbean human-mutant which possesses different abilities for every tattoo he has printed on his body..... a radiation symbol tattoo on the palm of his right hand which causes his target to suffer the effects of radiation poisoning, a muscle tattoo on his left hand gives him super strength, wo lightning bolt tattoos on his head give him telepathy and telekinesis, two wing tattoos on his back which enable him to fly, a Caduceus symbol on his left hand grants him the power of healing others, and an "explosive" symbol on his right biceps allows him to shoot fire. Moody but good. A member to the Anti-War Faction.
 * Anne Marie/Rogue, an X-Man and Gambit's love-interest. An American human-mutant who can absorb life-force from any she touches.... enabling her to use their powers for a brief time. Brunette with a cream streak dyed on short hair. A Goth. Mystique's adopted daughter and Nightcrawler's brother-figure. Feisty, gentle, loyal, sarcastic, jolly, wise, and honourable. A capable martial artist, tactician, singer, and musician. She wields a ninjetto sword, a plasma-shotgun, a crossbow, shurikens, kunais, a double-bladed spear, and a laser-pistol. A member to the Anti-War Faction.
 * Colossus, an X-Man. A Russian human-mutant who is super-strong thanks to metal skin he can form by choice. Blue-haired with sideburns. Noble, honourable, just, wise, loyal, and sarcastic. A capable martial artist, tactician, and poet. He wields a hammer, a sickle, a sabre, a laser-rifle with a bayonet, and a dirk. A member to the Anti-War Faction.
 * Kitty Pryde/Shadow Cat, an X-Man and Colossus's love-interest. An American-Chinese human-mutant who can phase through things. Ginger hair done to a ponytail. Feisty,kind, jolly, sarcastic, loyal, and clever. A capable martial artist, tactician, spy, and saboteur. She wields two tiger-hook swords, a snake-spear, shurikens, kunais, a longbow and arrows, a blowgun and darts, and a chain-whip. A member to the Anti-War Faction.
 * Negasonic Warhead, an X-Man who is Colossus's little sister. A human-mutant who can form an energy-rocket. Sarcastic and rash but noble, kind, loyal, and clever. Hair cut short. A capable martial artist. She wields a chain-whip, a machete, and a club.
 * Jimmy/Leech, an X-Man. A Canadian human-mutant able to block up energy such as mutants for a brief time. Shy but noble, loyal, kind, and clever.
 * Warren Warrington the 3d/Angel, a German human-mutant with bird-based wings which enable him to fly on high speed. After being altered by Apocalypse, his "Angelic Wings" turned into adamantium-enhanced wings which can shoot feather-blades and act as shields. Blonde with a stubble. A capable martial artist and wrestler. Wise, noble, benevolent, honourable, jolly, sarcastic, and loyal. A member to the Anti-War Faction.
 * Luke Cage/Power-Man, a Hero for Hire and Avenger. An African-American human who was given super-strength and invulnerability thanks to serum. A black-head with a balbo. Gruff and sarcastic but noble, kind, jolly, and honourable. He wields a flanged mace, a machete, a laser-rifle, and a bazooka. A member to the Anti-War Faction
 * Bobby /Iron Fist, a Hero for Hire and Avenger. Luke Cage's best pal and brother-figure. An American-Chinese man who can channel chi onto his fists for energy-punches. A blonde with a stubble. Wise, disciplined, kind, gallant, wise, honourable, sarcastic, jolly, and calm. A capable martial artist, occultist, and tactician. He wields two dao swords, two tessan fans, a meteor-hammer, an ono, a crossbow, a guandao spear, a jian dagger, and a sickle. A member to the Anti-War Faction.
 * Aayla /White Tiger, a Hero for Hire and Avenger. An Indian lady who gains animalistic strength, agility, speed, and senses thanks to a tiger-talisman which is a family heirloom. A sister-figure to Peter and Mary Jane. Feisty, kind, loyal, jolly, intelligent, sarcastic, jolly, and honourable. A capable martial artist and gymnast. A talented occultist. She wields clawed gloves, a kelwar sword, a jambiya dagger, a longbow and arrows, and a double-bladed spear. A member to the Anti-War Faction
 * Laura, Wolverine's cloned daughter who was made by Colonel Stryker. Dark-haired. A human-mutant with the power to rapidly heal, two retractable razor sharp claws on each hand, a retractable razor-sharp claw on each foot, adamantium on her claws and bones, heightened senses, which allow her to track people through scent and sound, superhuman strength, superhuman reflexes and superhuman reflexes. A talented tactician who memorised Sun Tzu's The Art of War. She is short tempered and it takes a while for her to trust people. She often prefers to be left alone, but she is not above working with teammates. She is serious but has a sarcastic sense of humour. She is also kind, brave, loyal, and wise. Brunette. She wields a wakazashi sword, a laser-pistol, a tanto-dagger, a yuri spear, and a laser-rifle along with his claws. A member to the Anti-War Faction.
 * Mariko Yashida, head to the Yashida Industries as well as love-interest to Wolverine and mother-figure to Laura. A Japanese lady whose hair is done to a chonmage. A benevolent, valiant, wise, honourable, sarcastic, jolly, and loyal soul who supported and helped people.... even mutants.... and valued souls over skins and blood. A talented martial artist, marksman, tactician, and driver. She wields a wakazashi sword with an adamantium blade, a ninjetto sword with an adamantium blade, two tekko-gagis made from adamantium, a yuri spear with an adamantium blade, shurikens made from adamantium, kunais made from adamantium, a laser-pistol, a laser-shotgun, a longbow and arrows, an ono with a blade made from adamantium, a kusarigama made from adamantium, and smoke-grenades. A member to the Anti-War Faction.
 * Yukio, Mariko's bodyguard and adopted sister. A Japanese human-mutant able to foresee the future. Red-haired with a chonamge. Feisty, jolly, sarcastic, gentle, loyal, and wise. A capable martial artist. She wields an iron staff, a wakazashi sword, a ninjetto sword, a laser-pistol, a longbow and arrows, two sais, shurikens, kunais, two tessan fans, and smoke-grenades. A member to the Anti-War Faction.
 * Lieutenant-Colonel Moira McTabbert, a CIA-agent and Professor Xavier';s wife. An American lady with red hair cut short. A supporter for mutants. Benevolent, courageous, eccentric, wise, honourable, sarcastic, jolly, and loyal. A capable scientist, martial artist, marksman, and tactician. She wields a laser-shotgun, a laser-pistol, a sickle-sword, a tomahawk, a jambiya dagger, bolas, crossbow, a machete, a triple-staff, and a chain-whip. Flashbacks show she wore glasses and was teased for being a mutant-lover during younger days.... and fell for Charles Xavier who was the first man other than her dad to treat her as an equal during the Cold War. She turned out to'd taught Mystique some moves and knowledge, and shares Charle's faith. A member to the Anti-War Faction.
 * Sooraya Qadir/Dust, Moira's assistant and daughter-figure. A Muslim human-mutant able to transform into and control a malleable sand form. Dark hair cut short. Easily recognised for her Niqab mask. A talented martial artist, scientist, occultist, and healer. She wields a scimitar sword, a jambiya dagger, shurikens, kunais, a longbow and arrows, and bolas. A member to the Anti-War Faction.
 * 1st Lieutenant Frank Castle/The Punisher, a former scout-sniper from the US Marine Corps Force Recon turned vigilante after his family were slain during a gang-war. Brunette with sideburns. Gruff and vengeful but noble, just, honourable, and wise. A pawn to Apocalypse. He has a skull-picture on a kelvar vest. A talented martial artist, marksman, tactician and spy. He wields a laser-rifle, a laser-shotgun, a bazooka, a flamethrower, a scimitar sword, a jambiya dagger, a flail, and grenades. A member to the Anti-Registration Faction.
 * Crystal, an Inhuman-princess and Avenger. Capable of aerokinesis, hydrokinesis, geokinesis, and pyrokinesis. Ginger hair shoulder-length. Feisty, benevolent, honourable, sarcastic, jolly, loyal, and wise. A sister-figure to Spider-Man and Spider-Woman. Love-interest to the Human-Torch. A capable martial artist, tactician, scientist, and singer. She wields a jian sword, an iron staff, a blowgun and darts, a jambiya dagger, a tessan fan, and bolas. A member to the Anti-War Faction.
 * Caliban, a Dutch human-mutant who can track and sense other mutants. An intelligence-broker and salesman. Auburn-haired with a goatee. He lends some help to the Anti-War Faction.
 * Tabitha Smith/Meltdown, an Australian human-mutant who got freed from Stryker by the Anti-War Faction and joined the X-Men. She can form and launch energy-orbs. Blonde hair cut short. Feisty, kind, adventurous, rash, optimistic, loyal, jolly, and wise. A talented martial artist and dancer. A member to the Anti-War Faction.
 * Aunt May, Peter Parker's aunt and another who knows he's Spider-Man. A feisty, kind, eccentric, jolly, and stubborn lady. A capable martial artist and scientist. One of the few able to startle Wolverine. She objects to the Super Registration and is suspicious of Mesmero.
 * Peter Quill/Star Lord-, the half-human, half-Celestial leader of the Guardians of the Galaxy. Auburn-haired with a stubble. Eccentric, noble, jolly, sarcastic, wise, and loyal. A fan of the 1970's music.
 * Gamora, Star-Lord's love-interest and second-in-command. who'd been an orphaned pawn and assassin to Thanos. Feisty, kind, sarcastic, jolly, honourable, wise, loyal, and stubborn. A talented martial artist, marksman, engineer, tactician, pilot, and spy. She wields a retractable sword, a spear, a laser-shotgun, a laser-pistol, and a dagger.
 * Rocket Raccoon, Star-Lord's third-in-command. A genetically engineered raccoon-based bounty hunter and mercenary, and is a master of weapons and battle tactics. Moody and sarcastic but noble, loyal, and jolly. He wields two laser-pistols, a laser-rifle with a bayonet, a machete, a dagger, bolas, a bazooka, a flamethrower, and rocket-launchers on his jetpack.
 * Drak the Destroyer, Star-Lord's fourth-in-command. A warrior from a primordial planet. Gruff but noble, honourable, and loyal. A capable martial artist, marksman, and tactician. He wields a scimitar sword, a machete, a dagger, a tomahawk, a club, a spear, a laser-rifle, and a plasma-cannon.
 * Groot, a member to the Guardians who is Rocket's pal. A tree-based giant who can control plants and regrow parts if damaged. Noble, gentle, wise, loyal, and honourable.
 * Quaser, a member to the Guardians who is a Kree-deserter and super-soldier. Feisty, kind, honourable, jolly, and wise. Able to form weapons and shoot blasts...... each formed form quantum-energy.
 * Adam Warlock, a member to the Guardians who is a genetically-engineered super-soldier. Quaser's love-interest. Noble, kind, honourable, wise, and jolly. He owns the Soul-Stone which enables him to scan souls as well as to trap people within a pocket dimension which changes based on people's desires. He wields a staff and a sword.
 * Mantis, a humanoid bug-based member of the Guardians with empathic powers. Groot's love-interest. Wise, noble, gentle, jolly, honourable, and loyal. A capable martial artist, scientist, and occultist. She wields a double-bladed sword and spear.
 * Colonel Nicholas Fury, supreme commander to SHIELD. An African-American who is a veteran from World-War 2 and the Cold War. Easily recognisable for his eye-patch covering his left eye which was destroyed during the Vietnam War. An old ally to Captain America, Peggy Carter, Wolverine, and Iron Man. A supporter to the Avengers. He objects to the Super Registration Act viewing it as fascism similar to the Nazi-ways and was instantly suspicious on Apocalypse's Cult. A talented martial artist, marksman, and tactician. He wields a laser-pistol, a laser-shotgun, a bazooka, a scimitar sword, a mace, a tanto dagger, and taser-knuckles. A member of the Anti-War Faction.
 * Lieutenant-Colonel Maria Hill, Fury's second-in-command. Brunette with a ponytail. Tough-minded and by the book. Sarcastic but benevolent, feisty, jolly, loyal, honourable, and straightforward. A great bud to Pepper Potts and Peggy. A capabe scientist, martial artist, computer-worker, marksman, and tactician. She wields two dao swords, a jambiya dagger, a tomahawk, a laser-shotgun, a laser-pistol, a flamethrower, a grenade-launcher, and a yuri spear. A member of the Anti-War Faction.
 * Major Phil Coulson, Fury's third-in-command. Auburn-haired with sideburns and a prosthetic hand. Noble, sarcastic, jolly, wise, and honourable. He wields a falchion sword, a flail, a laser-pistol, and the Destroyer Cannon formed from Destroyer 1. A member of the Anti-War Faction.
 * Doctor Helen Cho, a world-renowned geneticist who is a member to the Avengers as well as Vision's mother-figure. A Korean with a bun. Kind, feisty, jolly, sarcastic, wise, and honourable. A talented martial artist, scientist, and engineer. She wields two butterfly-swords and a laser-pistol. A member of the Anti-War Faction.
 * Jonah J. Jameson, leader to the Daily Bugle who does news on 'busting' supers as monsters...... blaming them for his wife's death by Silvermane's hand. A supporter to the Super-Registration and a pwn to Apocalypse.
 * Lieutenant-General Thunderbolt Ross/The Red Hulk, a leading member to the American Army as well as Betty Ross's dad. A veteran from the Vietnam War. Grey-haired with a walrus-moustache. A talented martial artist, marksman, and tactician. He acted to ensure the Super Registration Act was done. He was a pawn to Apocalypse and his Cult who took advantage on his obsession with hunting down the Hulk. Thanks to Apocalypse fusing Hulk's blood with Red Skull's blood into his body, he became the Red Hulk..... similar looking to the Hulk only red with black hair. As Red Hulk, he has similar powers to Hulk.... only his anger causes him not to become stronger but to produce fire instead. He is brainwashed by Apocalypse into rampaging as a decoy for Spider-Man but is freed by the Silver Surfer. He realises his mess-ups and seeks to redeem for past flaws.
 * Corporal Wade Wilson/Deadpool, a former Green Ranger turned mercenary. A man who was given a healing factor by Weapon X. Crazed due to the 'upgrades'. He is eccentric and nuts... tending to break the fourth wall. A capable martial artist, marksman, spy, saboteur, and trickster. He wields a wakazashi sword, a ninjetto sword, a laser-rifle with a bayonet, two laser-pistols, two sais, a machete, a crossbow, a guandao spear, a tomahawk, a mace, and grenades. An old rival and 'annoying, little brother' to Wolverine who he worked with during the Cold War. A member to the Anti-War Faction.
 * Emma Frost/The Pale Queen, a former member to the Hellfire-Club who joins the X-Men during the War and then founds the Acolytes on Genosha. A Cockney human-mutant capable of telekinesis, telepathy and turning her body to crystal. Feisty, kind, sarcastic, jolly, wise, loyal, and honourable. Blonde with shoulder-length hair. A talented martial artist, tactician, and scientist. She wields a rapier, kunais, and a dirk. A member to the Anti-War Faction.
 * 1st Lieutenant Jon Wraith/Kestral, a deserter from Weapon X and an old pal to Wolverine. An African-American human-mutant who can teleport. Black-haired with a balbo. Sarcastic, kind, wise, noble, honourable, jolly, and wise. A capable martial artist, marksman, and engineer. He wields a laser-rifle, a laser-pistol, taser-knuckles, a tomahawk, a machete, and a jambiya dagger.
 * Elizabeth "Betsy" Braddock/Psycloake, a new X-Man. Angel's love-interest. A Chinese human-mutant who capable of telekinesis ............enhanced by Apocalypse which enables her to forge weapons from psionic energy. Feisty, kind, jolly, sarcastic, wise, honourable, loyal, and tough. A capable martial artist, tactician, and singer. A member to the Anti-War Faction.
 * Genesis, a history-teacher on Peter Parker's colleague who turns out to be Apocalypse's twin sister and the second mutant on Earth. 5,000 years old and immortal thanks to a meteor with time-rocks. An Egyptian human-mutant with telekinetic and telepathic powers as well as cyberpathic powers. She gained super-strength, super-durability, teleportation, shapeshifting powers, sizeshifting powers, and powers to control time and space thanks to the Infinity Stones. Benevolent, wise, sarcastic, loyal, honourable, and jolly. A capable martial artist, tactician, scientist, singer, dance, musician, and artist. She wields an iron staff, a sickle sword, a jambiya dagger, and bolas. She;d taught many heroes through history Vercingetarix, Hannibal, Merlin, King Arthur, Atilla the Hun, Joan of Arc, Mulan, Marco Polo, Christopher Columbus, David Livingstone, Charles Darwin, Pocahuntas, Duke Arthur Wesley, George Washington, Abe Lincoln, Theodore Roosevelt, Winston Churchill, and more. She has her hair cut short and wears Egyptian ear-rings. An old pal to Captain America, Peggy, the Howlign Commandos, SHIELD, and the Parkers. A member to the Anti-War Faction.
 * Warren the 2nd, a rich industrialist who is motivated by his son's mutation to create a "cure" for mutants. Blonde with a balbo. Worthington appears to be a good man, even if a little misguided about his feelings towards the mutants. He never showed any real animosity toward mutants. While much of the bigoted world at large viewed mutantkind as a disease, Worthington viewed them as sick people; victims of their own illnesses, who deserve to be helped and can be cured..... thoughts which got toyed with by Apocalypse through Mesmero.
 * Doctor Kavita Rao, a scientist who who helps with the invention of the 'mutant-cure' which she created with the DNA of Leech. Red-haired with a bun.
 * Brigadier-General Moss, leader to MRD and a secret member to HYDRA. An iron-fisted, self-righteous, and maniacal fascist. He is dark-haired with a hitler moustache. He has facial scars and a prosthetic hand from a fight with Wolverine. He wields a laser-pistol, a taser-truncheon, a sabre, and taser-knuckles.
 * Colonel Zerop, Moss's second-in-command and another secret member to HYDRA. She is blonde with a bun. She wields a laser-pistol, a laser-shotgun, a taser-truncheon, and an electro-spear.
 * Major Peo, Moss's third-in-command and another member to HYDRA. He is ginger-haired with a goatee. He wields a laser-pistol, a machete, a laser-rifle, and an electro-staff.
 * Captain Zeo, Moss's fourth-in-command and another member to HYDRA. He is auburn-haired with sideburns. He wields a laser-pistol, a laser-rifle, a taser, and a bowie dagger.
 * Lieutenant Lyo, a member to MRD who switches sides. Revealed to be a mutant-supporter who joined to sabotage MRD. Feisty, kind, jolly, eccentric, honourable, loyal, sarcastic and wise. Brunette with a ponytail. She wields two laser-pistols, a laser-shotgun, an electro-staff, a falchion sword, a bowie dagger, grenades, and bolas.
 * Eric Mesherr/Magneto, leader to the Mutant-Brotherhood. A man from Poland who was a victum in World-War 2..... a former slave to HYDRA until he was freed by the Howling Commandos. A human-mutant who can use magnetism and electro-magnetism. He wears a helmet which protects from telepathy.... but fails on telekinesis. A good man, even if a little misguided about his feelings towards the humans who he believes would wipe them out. Revealed to'd been a pawn to Apocalypse from childhood who took advantage on his war-torn grief so he can use him to break free from his prison. Once he learns the truth the hard way, he regrets... and is touched by the Anti-War's mercy and becomes an ally. A capable martial artist, tactician and scientist. He wields a long-sword. Revealed to be descended from a former Horseman of War to Apocalypse. A member to the Anti-Registration Faction.
 * Raven Darkholme/Mystique, Professor Charles Xavier's sister-figure as well as former second-in-command to Magneto's Brotherhood on the run. An American human-mutant able to shapeshift. Feisty, kind, sarcastic, jolly, moody, wise, honourable, and cheeky. Blue-skinned with red hair cut short. A capable martial artist, marksman, tactician, and scientist. She wields two laser-pistols, a double-bladed spear, a ninjetto sword, a jambiya dagger, two sais, a laser-rifle with a bayonet, shurikens, kunais, grenades, and bolas. A member to the Anti-War Faction. Revealed to be descended from a previous Horseman of Pestilance to Apocalypse.
 * Fred Dukes/The Blob, a member to the Mutant-Brotherhood. An American human-mutant who is obese due to a bulk which can protect him from bullets, rockets, arrows, and others (apart from his head), and who is super-strong and able to form a gravity-bubble to be unmovable. Blonde with sideburns. Stupid and gruff.... but shows a softer side especially with the kids. A talented boxer and wrestler. He wields a machete, a mace, grenades and a laser-rifle. A member to the Anti-Registration Faction.
 * Mortimer Toynbee/Toad, a member to the Mutant-Brotherhood. Blob;s best bud and brother-figure. A Carribean human-mutant who can spit slime, leap, and owns a long tongue. Black-hair done to dreadlocks and a goatee. Rash, cocky, eccentric, and dopey but loyal to buds. A martial artist. A very talented engineer. He wields two butterfly-swords, kunais, shurikens, a laser-pistol, a crossbow, and a spear. A member to the Anti-Registration Faction.
 * Avalanche, a member to the Mutant-Brotherhood. A Welsh human-mutant who can make earthquakes. Brunette with a balbo. Gruff but loyal. A talented martial artist. He wields a machete and a club. A member to the Anti-Registration Faction.
 * Mellencamp, a member to the Mutant-Brotherhood. A scaly monster-themed human-mutant with razorsharp claws and fangs, superhuman senses, superhuman strength, superhuman speed, superhuman agility, superhuman reflexes, enhanced coordination, super-endurance, invulnerability, and resistance to life draining. A member to the Anti-Registration Faction.
 * Cessily Kincaid/Mercury, a member to the Mutant-Brotherhood who joined the X-Men. A Burmese human-mutant whose body is composed of a non-venomous form of mercury, which she can reshape and stretch at will. A capable martial artist, spy and saboteur. A member to the Anti-War Faction.
 * Robert Kennedy, a polictian who acts to ensure the Super Registration Act is done. A pawn to Apocalypse and his Cult. Ginger-haired with grey streaks and sideburns. A talented martial artist and marksman. Revealed to
 * En Sabuh Nur/Apocalypse, the first mutant on Earth. An Egyptian human-mutant who survived death with Essence Transference Ritual which enables him transfer his life essence from one body to the other, retaining powers from the previous bodies and gaining new powers from the current one. He has many super-powers such as telekinesis such as psionic blasts and forging weapons from psionic energy, telepathy, super-strength, super-speed, super-durability, super-stamina, enhanced sight, technopathy, shapeshifting, sizeshifting, and teleportation....... as well as the power to control time and space as gained when he claimed Jack Stryker as his host...... each power enhanced by cybernetic armour formed with alien-tech along with a Cerebro unit. A talented martial artist, scientist, tactician, and trickster. The one responsible for the flood which sank Atlantis, the brimstone which ravaged Sodom and Gomorrah, the Great Fire of Rome, the plague which ravaged Athens, the volcanic end of Pompeii, and the plague which ended the Mayans.
 * Mesmero, head to the Apocalypse Court. An Egyptian human-mutant who has psionic powers which enable him to mind-control. He is linked to Apocalypse and acts as his messenger, and is made his second-in-command. He wields a sickle-sword and a staff.
 * Victor Creed/Sabretooth, Wolverine's half-brother as well as a former member to Magneto's Brotherhood who became Apocalypse's Horseman of Death. A Canadian human-mutant with the power to rapidly heal, retractable razor sharp claws on each finger, heightened senses which allow him to track people through scent and sound, superhuman strength, superhuman reflexes and superhuman reflexes. He was born in the 1800s and is a veteran of the American Civil War, World-War 1, World War 2, and the Cold War. A talented tactician who memorised Sun Tzu's The Art of War. A bloodthirsty, maniacal, iron-fisted and homicidal warmonger. Blonde with a balbo. Thanks to Apocalypse's enhancements..... Sabretooth is a humanoid sabretooth with adamantium on his claws and two adamantium fangs sticking out.
 * Cain Marko/The Juggernaut, Professor Charles Xavier's step-brother and rival as well as a member to Magneto's Brotherhood who became Apocalypse's Horseman of War. An American human-mutant with super-strength, super-durability, super-staminia, super-speed, and a healing factor. He wears a helmet to protect his head from things such as psychic powers. Ginger-haired with sideburns. Thanks to Apocalypse's enhancements..... Juggernaut's helmet is fused to his head, and he is strong enough to make earthquakes.
 * John Allderice/Pyro, a former member to Magneto's Brotherhood who became Apocalypse's Horseman of Famine. An Australian human-mutant who can control fire and wields flamethrowers which shoots fire he can control. Auburn-haired with a stubble. Thanks to Apocalypse's enhancements.... he wields organic flamethrowers which produce fire he can control.
 * Mystique-2, Mystique's clone forged by Stryker who became a member to Apocalypse's Horsemen. She is a talented shapeshifter and warrior as is Mystique. Thanks to Apocalypse's enhancements...... she can transform transform into more than one object, such as a group of bats or snakes, etc..... and also morph arms to weapons such as blasters, swords, sickles, spears, hammers, tomahawks, flails, maces, and claws.
 * The Kleinstock Triplets, three, human-mutants from the Mutant-Brotherhood who change sides to join Apocalypse. When apart, they possess explosive plasma blasts and flight. When merged into one body, the Kleistocks possess superhuman size, strength, speed, stamina, and sturdiness.
 * Colonel William Stryker, leader to Weapon X and the man responsible for Wolverine and Deadpool's 'upgrades'. An American man who wants to wipe out mutant-kind..... viewing them as vermin, especially after his wife was slain by one for racial insults. Brunette with sideburns and scars. Self-righteous, arrogant, aggressive, and vengeful. A veteran from the Cold War. A capable martial artist, marksman, tactician, trickster, and scientist. Revealed to be descended from a previous Horseman of Famine to Apocalypse.
 * Jack Stryker, Colonel Stryker's son. An American human-mutant who can control time and space. He was frozen up. He was given to Apocalypse's Cult by Stryker who believed they can 'cure' him..... but in reality, Mesmero was preparing Jack Stryker to be Apocalypse's new host so he can give him his powers.
 * Cable, a freedom-fighter who time-travelled from the future to prevent Apocalypse's escape. A descendant from Cyclops and Jean Grey who inherited his dad's laser-vision and his mum's psychic powers, and has cybernetic parts. Auburn-haired with sideburns. Gruff but noble, honourable, just, sarcastic, jolly, and wise. A capable martial artist, tactician, marksman, and scientist. He wields a plasma-rifle, a sickle-sword, a bazooka, and a jambiya dagger. A member to the Anti-War Faction
 * Bishop, a freedom-fighter who time-travelled from the future to prevent Apocalypse's escape. Cable's second-in-command. An African-American human-mutant who can absorb and redirect energy. Black-haired with a balbo. Benevolent, calm, honourable, gallant, wise, sarcastic, and jolly. An able martial artist, marksman, tactician, and saboteur. He wields a scimitar sword, a rifle, a jambiya dagger, and a boomerang which he channels energy onto for fights. A member to the Anti-War Faction.
 * Forge, a freedom-fighter who time-travelled from the future to prevent Apocalypse's escape. Cable's third-in-command. A Welsh human-mutant who is super-intelligent and able to convert his arms to weapons. Brunette with a handlebar-moustache. Noble, wise, jolly, sarcastic, and wise. A talented scientist, martial artist, marksman, and tactician. A member to the Anti-War Faction.
 * Domino, a freedom-fighter who time-travelled from the future to prevent Apocalypse's escape. Forge's love-interest and Cable's fourth-in-command. An Indian human-mutant who can psionically control luck. Hair cut short and dyed black. Sarcastic, jolly, kind, feisty, and wise. A capable martial artist, marksman, scientist, spy, and tactician. She wields a laser-rifle, two laser-pistols, two tiger-hook swords, shurikens, kunais, a boomerang, a tanto dagger, and a snake-spear. A member to the Anti-War Faction.
 * James Proudstar,/Warpath, a freedom-fighter who time-travelled from the future to prevent Apocalypse's escape. A scout for Cable's team. Domino's sister-figure. A Nepalese human-mutant with super-strength, super-agility, super-stamina, super-speed, and heightened sense which enable him see and hear people from far away. Brunette with sideburns. Gruff but noble, sarcastic, kind, wise, loyal, and honourable. A capable martial artist, scout, tactician, and marksman. He wields a kupri knife, a dadao sword, a guandao spear, a laser-pistol, a crossbow and arrows, a laser-rifle, kunais, shurikens, and a chain-whip. A member to the Anti-War Faction.
 * Robert DaCosta/Sunspot, a freedom-fighter who time-travelled from the future to prevent Apocalypse's escape. A younger brother figure to Warpath. An Arabian human-mutant who can absorb solar-energy for superhuman strength, flight, and infrared radiation. Cocky, rash, and cheeky but noble, jolly, and loyal. Brunette with a goatee. He wields a scimitar sword, a jambiya dagger, and a halberd. A member to the Anti-War Faction.
 * Clarice Ferguson/Blink, a freedom fighter who time-travelled back in time to prevent Apocalypse's escape. A sister-figure to Warpath. Sunspot's love-interest. Helen Cho's niece.. A Korean human-mutant who can teleport people with portals. Red-hair cut short. Feisty, kind, honourable, jolly, and loyal. A talented martial artist, scout, and occultist. She wields a seven-branched sword and a trident. A member to the Anti-War Faction.
 * Marrow, a freedom-fighter who time-travelled back in time to prevent Apocalypse's escape. Warpath's little sister. Eager to slay Iron Man, Trask, Kennedy, Magneto, Lieutenant-General Ross, Brigadier-General Moss, and the World Security Council who she blames for Apocalypse's escape due to their arrogance leading to it. Rash and hot-headed but noble, jolly, gentle, sarcastic, and clever. A human-mutant able to produce bony spines for armour as well as weapons. Hair cut short and dyed pink. A capable martial artist, spy, scout and tactician. She wields spines as weapons. A member to the Anti-War Faction.
 * Tuffy, a grey mouse who is Marrow's pet. Plucky, kind, and clever.
 * Miles Morale/Spider-Man-2, a freedom-fighter who time-travelled back to prevent Apocalypse's escape. A scout for Cable. An African-American boy who got bitten by a muto-spider and has the same powers as Spider-Man as well as venom-stingers. Noble, jolly, sarcastic, bold, and clever. A science-whiz.
 * Gwen Stacey/Spider-Woman-2, a freedom fighter who time-travelled back to prevent Apocalypse's escape. Mile's love-interest. A blonde human-girl who got spider-powers through a serum made up from sybiote and muto-spider genes. Noble, jolly, sarcastic, feisty, loyal, and clever. A science-whiz.
 * McWolf
 * Tin, Pan, and Alley - a mischievous and villainous cat trio. They make a brief non-speaking cameo.
 * Doctor Bolivar Trask, the inventor of the Sentinels. An American human-scientist who views mutants as vermin. Brunette with a goatee. A pawn to Apocalypse.
 * The Sentinels, giant robots forged to destroy mutants. They get reprogrammed by Apocalypse and join his army... serving as his army's tanks. Armed with right arm-mounted plasma-chainguns, left arm-mounted flamethrowers, right shoulder-mounted rocket-launchers, and left shoulder-mounted sonic-cannons.
 * Wilson Fisk, an African-American man posing as a philanthropist as cover for his role as a crime-boss called the Kingpin. He appears tubby but two percent of his body mass is bulk while a lot is 350 pounds of muscle..... making him strong enough to enough to hurl large men across a room, rip limbs from people (demonstrated under a handshake), crush a man's skull with his bare hands, and leave imprints in concrete walls after punching them. Defying his size, the Kingpin is a master of many forms of armed and unarmed combat, especially sumo wrestling. His signature move is the bear hug. He typically wears Kevlar armor under his clothing. He wields a cane with a laser-blaster on it, an ornamental diamond stick-pin that conceals a chamber of highly compressed sleeping gas that is effective if sprayed at close range directly into his victim's face, brass knuckles, and grenades. A cunning a master tactician and a highly skilled planner and trickster.
 * The Sentinels, giant robots forged to destroy mutants. They get reprogrammed by Apocalypse and join his army... serving as his army's tanks. Armed with right arm-mounted plasma-chainguns, left arm-mounted flamethrowers, right shoulder-mounted rocket-launchers, and left shoulder-mounted sonic-cannons.
 * Wilson Fisk, an African-American man posing as a philanthropist as cover for his role as a crime-boss called the Kingpin. He appears tubby but two percent of his body mass is bulk while a lot is 350 pounds of muscle..... making him strong enough to enough to hurl large men across a room, rip limbs from people (demonstrated under a handshake), crush a man's skull with his bare hands, and leave imprints in concrete walls after punching them. Defying his size, the Kingpin is a master of many forms of armed and unarmed combat, especially sumo wrestling. His signature move is the bear hug. He typically wears Kevlar armor under his clothing. He wields a cane with a laser-blaster on it, an ornamental diamond stick-pin that conceals a chamber of highly compressed sleeping gas that is effective if sprayed at close range directly into his victim's face, brass knuckles, and grenades. A cunning a master tactician and a highly skilled planner and trickster.

Cast

 * Billy West as Tom
 * Samuel Vincent as Jerry
 * Kath Soucie as Tuffy
 * Jeff Bergman as Droopy
 * Josh Keaton as Peter Parker/Spider-Man
 * Mae Whitman as Mary Jane Watson/Spider-Woman
 * Nolan North as Scotts Summers/Cyclops, John Alladice/Pyro, Corporal Wade Wilson/Deadpool, Peter Quill/Star-Lord, 1st Lieutenant Jon Wraith/Kestral, Ink,
 * Jennifer Hale as Jean Grey/Marvel-Girl, Tabitha Smith/Meltdown
 * Steven Blum as Captain James 'Logan' Howlett/Wolverine,
 * Fred Tatasciore as Doctor Bruce Banner/The Hulk, Doctor Hank McCoy/Beast, Brigadier-General Moss
 * Vanessa Marshal as Doctor Betty Ross/The She-Hulk
 * Danielle Nicolett as Oroue Munroe/Storm
 * Scott McNeil as Warren Warrington the 3rd/Angel, Captain Zeo, Rocket Raccoon, The Kleinstock Triplets, Mac Gargen/The Scorpion
 * Olvia d'Bo as Lieutenant-Colonel Moira McTabbert
 * Kari Wahlgren as Emma Frost/The Pale Queen, Lieutenant-Colonel Maria Hill, Alaya/White Tiger,
 * Khary Payton as Luke Cage/Power-Man
 * Zach Taylor as Bobby /Iron Fist
 * Brian Bloome as 1st Lieutenant Frank Castle/The Punisher
 * D. B. Sweeny as Vision
 * Sarah Natochenny as Wanda Maximoff/Scarlett Witch
 * Kether Donahue as Lorna Maximoff/Polaris
 * Sumalee Montalee as Gamora
 * Tifanie Chirstun as Quaser,
 * Jessie Flower as Janet Dym/Wasp
 * Travis Willingham as Draks
 * Hynden Welch as Mantis
 * Derek Stephen Prince as Adam Warlock
 * Tom Kenny as Doctor Strange, Doctor Octopus
 * Jackie Chan as Wong
 * Tara Strong as Sooraya Qadir/Dust
 * Paul St. Peter as Cable
 * Gary Anthony Williams as Bishop
 * Troy Baker as Forge, Mellencamp
 * Kevin Michael Richardson as Galactus, Groot
 * Dan Green as Norrin Radd/The Silver Surfer
 * Amy Birnhaum as Shalla Bal/The Silver Surferess
 * Veroncia Taylor as Meredith Quill
 * Dwayne Johnson as Beta Ray
 * Miranda Richardson as Genesis
 * Dan Gilvezan as Stan Lee/Uatu the Watcher
 * Tim Currey as Wilson Fisk/The Kingpin
 * Clancy Brown as The Rhino
 * Tom Wyner as En Sabuh Nur/Apocalypse
 * Michael York as Mesmero
 * Peter Lurie as Captain Victor Creed/Sabretooth
 * Clancy Brown as Cain Marko/The Juggernaut
 * Grey Griffin as Raven Darkholme/Mystique, Mystique-2, Domino
 * Jim Ward as Doctor Bolivar Trask, the Sentinels.
 * Christopher Daniel Barnes as Richard Parker
 * Sara Ballantine as Mary Parker

Quotes
Jerry: It's enslavement.
 * Uatu (narrating): Earth. A planet among many. For centuries, it spawned creatures. Among them were apes called humans. Then.... around 5,000 years ago....... beings from another world came. Immensely powerful and of huge humanoid shape, the Celestials were some of the oldest entities in the cosmos. They brought with them five stones. The Infinity Stones which contain powers...... Power, Time, Space, Soul, Mind, and Reality. With them, the Celestials effected certain humans. From them was born two. Twins. The first of a new species. Mutants.
 * Kelly: Many view you as heroes. But many view you as vigilants.
 * Kelly: Sueprbeinfs caused more harm. Remember Ultron, the Green Goblin, Doom, Carnage, the Hobgoblin, the Mandarin, Loki, the Leader, HYDRA, etc.
 * Kely: The Superbeings Registration Act. You will serve us. And reveal your identity.
 * Robert Kelly: These mutants are a threat. They must be controlled. The Super Registration Act is the key.

Robert Kelly: It's order. Moria; I object. They;re living beings who deserve to be free. Humans and mutants should get zero problem sharign the planet.
 * Bolviar Trask: The Sentinels are robots built to find and destroy all mutants.
 * Bolviar Trask: I say we hunt down and destroy all metahumans who roam our planet. It is the only solution to the crisis.

Graydon Creed: Bah. Madness. Mutants are a scourge to us all. They must die. Trask: [Warning Congress] You know, when you sent our soldiers to Vietnam without the weapons they needed to win the war, you underestimated your enemy. You do that with this enemy and it won't be some border skirmish halfway around the world. This time, the war will be for our streets, our cities, our homes. By the time you see the need for my program, it'll be too late and you'll have lost two wars in one lifetime. Hmmm. Steve Rogers: Tony, someone dies on your watch, you don't give up.
 * Trask: This was acquired from our friends in the CIA. [Opening a folder] It's a dissertation written by a mutant at Oxford University and I quote: "To Homo Neanderthalensis, his mutant cousin: Homo Sapiens," which is us, "was an aberration. The arrival of the mutated human species, Homo Sapiens, was followed by the immediate extinction of their less evolved kin." [Closes the folder] Well, now we are the Neanderthal.
 * Tony Stark: [sees something in sink] Who's putting coffee grounds in the disposal? Am I running a bed and breakfast for a biker gang? [shows team image on smartphone as he makes coffee] Oh, that's Charles Spencer by the way. He's a great kid. Computer engineering degree. 3.6 GPA. Had a floor-level gig at Intel planned for the fall. But first, he wanted to put a few miles on his soul, before he parked it behind a desk. See the world, maybe be of service. Charlie didn't want to go to Vegas or Fort Lauderdale, which is what I would do. He didn't go to Paris or Amsterdam. Sounds fun. He decided to spend his summer, building sustainable housing for the poor. Guess where, Sokovia. He wanted to make a difference, I suppose. I mean, we won't know because we dropped a building on him while we were kicking ass. There's no decision-making process here. We need to be put in check. Whatever form that takes, I'm game. If we can't accept limitations, we're boundaryless, we're no better than the bad guys.

Tony: Who said we're giving up?

Steve: We are, if we're not taking responsibility for our actions. This document just shifts the blame.

James Rhodes: Sorry. Steve, that, that is dangerously arrogant. This is the United Nations we're talking about. It's not not SHIELD, it's not HYDRA.

Steve: No, but it's run by people with agendas and agendas change.

Tony: That's good. That's why I'm here. When I realised what my weapons were capable of in the wrong hands, I shut it down and stop manufacturing them.

Steve: Tony. You chose to do that. If we sign these, we surrender our right to choose. What if this panel sends us somewhere we don't think we should go? What if it's somewhere we need to go, and they don't let us? We may not be perfect, but the safest hands are still our own.

Tony: If we don't do this now, it's gonna be done to us later. That's a fact.

Peter; Wrong. Pride, you arrogant simian! I'm not sure, Tony. Seems too reckless. How do you know this Mesmero is trustworthy?

Mary Jane: He's right. Mesmero's a fraud. Just as Stane.

Steve Rodgers: I'm sick of watching people pay for our mistakes. Every time someone tries to win a war before it starts, innocent people die. Every time.

Wolverine: You're a lot like your father. You really are, Tony. And that's a good thing! But your father lived by a philosophy - a principal, really. He believed that if you could do good things for other people, you had a moral obligation to do those things! THAT'S what's at stake here; not choice...responsibility.

Spider-Man: Yes. My dad believed the same too. As did my uncle. With great power comes great responsibility."

The Silver Surfer: Amongst the mightiest, the most imposingly savage of all Earth's creatures, I sit in peace. I dwell in safety. For food has been plentiful, and no longer do they hunger. [looks at a lion]  Unlike the humans who call you "beast", there's no violence inside your soul... for you only slay to survive. Yet humans who won dominion on this planet is a stranger to peace...
 * (the Silver Surfer and the Silver Surferess is among creatures on the Okavango Delta)

(he looks on a newspaper showing the headline about the Super Registration Act and the Sentinels)

The Silver Surfer: Most caught up in webs formed form fear, anger, arrogance, and prejudice.

The Silver Surferess: yes. But there is hope.

(poiting to a photo of themselves and the Avengers as well as Tom, Jerry and Tuffy)

The Silver Surfer: Yes. Hope. a strong emotion which sustained people throughout chaos, tragedy, war, and pain. Peggy: Me too.
 * Magneto: My people. Those humans call it a cure. It's in reality a poison which would end us. A virus. They would force it on us. I know. I was there on Poland during World-War 2 when Nazis wiped out much. It happens again. Tony Stark is far from trustworthy. I know... because I know his dad. One of th darkest hypocritical tricksters of all. A monster. He claimed to be friends to my parents... and left them to die to protect his own hide. But Captain America and Wolverin rescued me. They proved more trustworthy. If we can recruit them, we can cleanse the world poisoned by the new Nazis.
 * Moira: Those hypocritical punks get on my nerve.
 * Moira: Those hypocritical punks get on my nerve.

Moira: Why do they prejudice the different? Even the innocent for the guilty's doings?

Peggy: My thoughts precisely. I thought so during World-War 2 and the Cold War.

Mystique: Room in there?

Moira: Yes.

Miyako: Join the party. Forge: Well, I'm afraid I can't do that because, uh... because I was sent here for you.
 * Tom:..I'm going to have to ask him to ask you to leave.

Tom: Bah. Tough. Well, tell whoever it was that sent you that I'm... busy.

Bishop: Well, that's gonna be a little tricky. Because the person who sent me, was you.

All: What?

Kid-Arachnid: About fifty years from now.

Peter: About fifty years from now? Like, in the future "fifty years from now"?

Tom: Liar. They're lying. They're spies for Colonel Stryker.

Forge: Why would we serve the monster? Why would we mutants serve a mutant hunter?

(he converts one arm to a mechanical claw)

Tuffy: WHAT!?

(he fires a plasma-cannon)

(Bishop absorbs the plasma-blast and redirects it, melting the cannon)

Droopy: Whoah!

Domino: Lucky us.

(she throws bolas which grabs Tom)

Tom: Hey, what are you doing? Put me down!!!

(Marrow points spikes to Ken)

Marrow: Leave my family be.

Cable: Marrow!

Domino: Yes. We're mutants. Well most of us. I'm Domino. Fourth-in-command. I psionically control luck. Meet Forge, my boyfriend. He has a superhuman intuitive talent for inventing mechanical devices, backed up by the ability to visually perceive mechanical energy in action. Hence how he forged the time-machine and his cybernetic arm. You also met Bishop, the second-in-command who can absorb energy and redirect it. This is Kid-Arachnid, the new Spider-Man on our time. Warpath who is super-strong, super-agile, and able to see or hear anyone from far away. Blink who can teleport. Sunspot who absorbs solar energy. Marrow who obviously produces spines. Cable: I read your mind. I sense such fear and arrogance. Your future self warned us about it.
 * Tom: How do we know these lot can be trustworthy?

Tom: Well, listen to me. Go away.

(Marrow grabs Tom)

Marrow: Listen here, you hypocritical cat! There's a war about to start! Many people died... among them my parents! We came back in time to prevent it! And it would help if there wasn't some arrogant, self-righteous, hypocritical, greedy dirtbags...

Cable: Calm down, Marrow.

Bishop: He's arrogant.

Cable: Were you any different when we first met?

Bishop: Yes. But you taught me. You taught me to fight, to think, to speak and when to be quiet, and how to act. To be a man.

Jerry: "World's first..." what?
 * Moira MacTaggert: Ever since the world found out about mutants since 1973, there have been cults who see them as some kind of second coming or a sign of God. I was tracking one of them based on Egypt, they call themselves a sheer "En Sabah Nur". Named after an ancient being from Egypt they believe to be the world's first...

Mary Jane: The world's first mutant?

Tom: I thought mutants didn't evolve till this century.

Thor: Wrong.

Wolverine: Funny. If so, why do I remember being a kid in the 1800s? Because I was born then. Mutants developed before. But Ancient Egypt. The mutant-race is older than I thought.

Moira: Proof shows the first mutant was born tens-of-thousands of years ago and they believe he will rise again. [shows the evidence] They've been searching ancient sites all around the world for clues. These hieroglyphs describe the specific set of powers greater than any man can possess.

Professor Charles Xavier: Do you think he lived in all that time?

Moira: Yes and no. They believe that he had the ability to transfer his consciousness from body to body and whenever he was close to death, he would just take on a new body. Some of these made with the bodies of mutants, enabling him to take their powers amassing various abilities over the years.

Peter: An all-powerful mutant?

Moira: Exactly. And wherever this being was, [shows the picture of the Four Horsemen of Apocalypse] he always had four principle followers, disciples, protectors he would imbue with powers.

Beast: The four horsemen... of the Apocalypse?" He got that one from the Bible?

Moira: Or the Bible got it from him? And wherever he ruled, eventually it would end in disaster. Cataclysm, some kind of... "Apocalypse".

Charles: The end of the world.
 * Genesis: You wondered how mutants developed. They were descended from humans effected by Celestials with the Infinity Stones... right when Ancient Egypt was around. The first two were Apocalypse and I. Twins. Born moments apart. Similar powers. But different ideals. Opposites. Him dark and me light. Hmm.
 * Genesis: I knew Agomotto. He and I were siblings by spirt. I helped him forge the Eye with the Time-Stone within.
 * Genesis: The Ancient One was an old pal. She and I knew eachother well. We fought side by side. She and I were sisters.
 * Eternity: Apocalypse is a danger to all life.

Ininifty: Yes. And these few are his puppets. Stop them or all would suffer. Marrow; Then let's slay them.
 * Bishop: There is no civility, only politics. The planet in this century is not what it once was. The UN is full of greedy, squabbling politicians. There is zero concern for the common good... only for power and racial purity.

Droopy: If you did so, you'd start a war.

Bishop: He's right. Slaying them would start which we seek to prevent. Wolverine: You crossed the line first, sir. You squeezed them, you hammered them to the point of desperation. And in their desperation, they turned to a man they didn't fully understand.
 * Tony: Targeting me won't get their money back. I knew the mob wouldn't go down without a fight, but this is different. They crossed the line.

Tony: Criminals aren't complicated, Logan. Just have to figure out what he's after.

Wolverine: With respect Tony Stark, perhaps this is a man that *you* far from understand, either. During the Vietnam War, my old friends and I were working for the local government. They were trying to buy the loyalty of tribal leaders by bribing them with precious stones. But their caravans were being raided in a forest north of Rangoon by a bandit. So, we went looking for the stones. But in six months, we never met anybody who traded with him. One day, I saw a child playing with a ruby the size of a tangerine. The bandit had been throwing them away.

Rhodes: So why steal them?

Wolverine: Well, because he thought it was good sport. Because some human beings aren't looking for anything logical, like money. They can't be bought, bullied, reasoned, or negotiated with. Some men just want to watch the world burn.
 * Magneto: Are you a God-fearing man, Mr Stark. That is such a strange phrase. I've always thought of God as a teacher; a bringer of light, wisdom, and understanding. You see, I think what you really fear is me. Me and my kind. The Brotherhood of Mutants. Oh, it's not so surprising really. Mankind has always feared what it doesn't understand.
 * Magneto: You "homo sapiens" and your guns!

Magneto: Magnificent, isn't she?
 * [At the Statue of Liberty]

Tuffy:. Yes, Mr. Magneto.

Magneto: I first saw her in 1949 after World-War 2's end on 1945. America was going to be the land of tolerance. Peace.
 * Cable: Enter the bureaucrats, the real leaders of the world. Some on the payroll of the the Apocalypse Cult, I might add. This is where it ends,.
 * Robert Kelly: The point is conceded. Will you defer your motion to allow a commission to explore the validity of your accusations?

Moira McTabbert: I will not defer. I've come before you to resolve this attack on our sovereignty now! I was not elected to watch people suffer and die while you discuss this fascism in a committee! If this body is not capable of action, I suggest new leadership is needed.

Robert Kelly: You presume to mock me. I'm to be your President. Now go away. And take your pet with you.

Howard the Duck: Pet? PET!? I've had enough! I wanna see my lawyer! [Lieutenant Welker chuckles] I've got rights, you know! I'm suing!
 * Howard the Duck: You're ruffling my feathers! Put me down, you big, hairless ape.


 * Magneto: [Magneto uses his power to stop the Jet from crashing] When will these people learn how to fly?
 * Dr. Strange: Tony Stark. You were so naive to believe Sebastian Shaw and Mesmero. He serves Apocalypse... the oldest and darkest mutant-warlord on Earth. An old enemy to my order. He and his order such as Mesmero and Sebastian Shaw. They're turning you into a murderer. Theyre playing you. Even a worm would spot the truth.


 * Howard: Alright, that's how it starts! police brutality!

Beverly: [to cop] Hey, stop manhandling him!
 * Beverly: Howard may be a dirty duck, but you people are sniveling demons! He's my boyfriend [crowd quiets]

Professor Top: That's disgusting!

Crowd: Yeah! [becomes rowdy again]

Beverly: You're not making me proud to be a human! What happened to the old days when people valued souls over blood. You Germans should know better. Your leaders were the Nazis in World-War 2. Even you suffered... many reduced to cannibals thanks to low supplies. You Japanese. You supported the Nazis. And look on the cities which the USA dumped on you lot as payback. And you Russians. Your leaders were Soviets who started the Cold War. The result.... more harm as Chernobyl proved. And did you lot forget the recent wars? You're destroying life. Our ancestors would be sickened by the monsters we become. Apocalypse is using us all. He's playing us all. And Mesmero and Sebastian Shaw serve as his messengers. They're using you. You're all his pawns. Tuffy: How... sickening.
 * Forge: There's more. Iron Man is jealous of Captain America and suspects that Pepper is having an affair with him. Mesmero further fed into this.

Jerry: Mesmero is a monster to do such a thing. Controlling Tony Stark with lies. Taking advantage through his feelings.

Spider-Man: Apocalypse chose his followers well.

Spider-Woman: Yes. That Mesmero is as cunning as his master. Jerry: Yes, I do.
 * Tony: All I can think about every second of the day is getting the Winter Soldier. He took my whole life. And when I was out there tonight, I imagined it was him that I was fighting, even when I was fighting you. And all the pain went away. Do you understand?

Tony: Good, 'cause you gotta help me find him. And when we do, I'm the one who kills him.

Bruce Banner: So, you're willing to take a life.

Tony: Yes.

T'Challa: Then it will happen this way: you make the kill, but your pain doesn't die with the Soldier, it grows. So you run out into the night to find another face, and another, and another, until one terrible morning you wake up and realise that revenge has become your whole life. And you won't know why.

Tony: You can't understand. Your parents weren't slain by a murderer.

T'Challa: Yes, they were. We're the same.

Black Widow: But this is how it begins. Small acts of revenge lead to mass-destruction. You would destroy everyone on this world.

Tony: I fight to help others.

Black Widow: The lie Hitler told to justify the Nazis. The lie Stalin told to justify the Soviet's betrayal. Your dad fought to stop them. He'd be sickened by the monster you'd become. Rocket Racoon: And they call me a big-mouth. Deadpool: Sorry.
 * Warpath: Give it up. Iron Man is beyond reason. He's a warmonger. He can't see the difference between saving the world and destroying it. Where do you think he gets that from? His dad who forged weapons during World-War 2 and the Cold War. Descended from one of Apocalypse's Horsemen.
 * Hawkeye: You know, this is wonderful! This a tremendous idea! Let's steal the biggest, most obvious ship in the universe and escape in that! Flying around the city, smash it into everything in sight so everyone can see us! It's brilliant, Rocket.
 * Jerry: Feeling okay, Tony Stark?

Iron Man: Sorry? Sorry? You tried to kill me for crying out loud.

Domino: So the rest of us could live.

War-Machine: What do you mean?

Hawkeye: What's going on?

Mr Fantastic: Precisely which we want to know,

Spider-Man: These beings here. They came from the future. Sebastian Shaw and Mesmero lied to you. They framed Bucky.

Spider-Man: They work for an ancient cyber-mutant named Apocalypse who is using you all as his pawns so he could break out and destroy the world.

Iron Man: STOP LYING TO ME!

Kid Arachnid: We were only doing what was necessary to secure our future.

Iron Man: So what's to stop me from killing YOU right now and securing MY future?

Rescue: Tony! Stop! Murdering in cold blood. Revenge. This be far from you.

War-Machine; Yes. What's gone into you.

Hank Pym: Revenge. It's addictive as steroids.

Rescue: Oh, Tony Stark. Peter was right. You changed. You're a murderer. Wolverine: I can barely see.
 * [inside Apocalypse's pyramid)

[Groot releases a cloud of firefly-like spores, illuminating the hallway]

Wasp: Wow. When did you learn to do that?

Spider-Woman: Pretty sure the answer is "I am Groot." Iron Man: LIAR!
 * Silver Surfer: Come to your senses. Mesmero played you. He's serving Apocalypse. If you help him, Apocalypse would destroy all.

Professor X: Does he lie? Or do you fear the truth on how you were wrong? Sebastian Shaw: Please. (he smirks)
 * Spider-Man: Tony Stark. How could you? I worshipped you.... your mind, your conscience, your courage, and your humour. You were a hero. You were each I wanted to be.... and you threw it away for revenge. You'd become the same as those you swore to end.
 * Iron Man: Sebastian Shaw! You destroyed him, Widow.

Iron Fist; He absorbed the grenade's blast.

Iron Man: You're one of them?

Robert Kelly: You're a mutant?

Sebastian Shaw: So you figured it out. Guess the 'liars' told the truth. How do you think I survived World-War 2 and the Cold War? I absorb energy. It kept me young. And strengthens me. (he fires the blast out, damaging Iron Man;s armour) Wasp: Tony. She lied. She had zero kids.
 * Iron Man: You. You're the lady whose son got destroyed by Ultron.

(a man shows up)

Iron Man: You. Major Kleop. What is the meaning of this? (Kleop uses super-strength to toss him down)

Mesmero: Well done, servant.

Major Kleop: Yes. She's my sister. A talented actress with the power to influence people with mental powers. She did well. She did the Apocalypse Order proud.
 * Iron Man: You tricked me?

Iron Man: Why join them?

Major Kleop: Why did you destroy my family? You murdered them.

Iron Man: You're wrong.

Major Kleop: You lie. Remember the weapons you forged? The Ten Rings used them on my hometown. My dad who was our brigadier-general fought them. The Mandarin slew him. Your weapons destroyed my wife. My kids. My loved ones died. Only my sister and I survived.

Iron Man: I know. I was here, trying to save them.

Major Kleop: But you didn't!

Iron Man: I couldn't!

Major Kleop: Yes, you could have. If you'd destroyed those damned weapons and left us be.

Iron Man: I was trying to fight the mob!

(Kleop growls)

Major Kleop: You wouldn't dare lie to justify yourself.

Iron Man: I sorry.

Baron Mordo: You lie. Humans lie. We mutants proved better. You humans drove this world mad. But under Apocalypse's leadership, we'd rise to purity.

Dr. Strange: Mordo. I know you're angry with the Ancient One for drawing power form the Dark Dimension and for electing me to be heir instead of you. But do you think these lot would help? They're playing you. Apocalypse would destroy you.
 * Iron Man: Apocalypse be real?

Spider-Man: Duh. Mordo: You lied to me. You promised to help the world.
 * Robert Kelly: We freed you?! You seek to destroy the world?! We were building a better world!

Apocalypse : It will be better.

Magneto: When everyone is dead?!

Apocalypse: The human race got every opportunity to improve!

Iron Man: And if they neglect to.

Apocalypse : Ask Noah. I met him. He dwelled on Atlantis. He built his Ark to preserve life your people were threatening by hiding them in Bermuda. I offered him a spot in my empire. He refused. He let his sentimental soul to weaken him from doing the necessary. I'm stronger.

Moira: You are a madman.

Apocalypse: There were more than a dozen extinction-level events before even the dinosaurs got theirs. There is no room for the weak.

Peggy: And who decides who's weak?

Apocalypse: Life. Life always decides.

Robert Kelly: You must be .... mad to think you could save the world by killing people. There's laws. Systems and place for that kind of thing.

Dr. Strange; This is wrong.

Spider-Man: You'd destroy millions of lives for your racial superiority.

Tom: How low can you get?

Apocalypse: Only a primitive, naive being would call what these people have "lives,". Weakness. I'd seen it for lifetimes. I sunk Atlantis. Only Noah and his tribe survived from it on their Ark forged to preserve many beasts your people hunted. I destroyed Sodom and Gomorrah. Only Lot and his tribe fled. My worshippers and I sacked Rome, loaded trade ships with plague rats. Burned London to the ground. Destroyed Athens for their blasphemy. I also used the volcano near Pompeii to cleanse it. The Mayans who dwelled on North America also fell for their weakness. Every time a civilization reaches the pinnacle of its decadence, we destroy it for the strongest. The future came to me in that craft. I have embraced it, and merged with its technology so that I may lead the evolution of the human race.

Professor Xavier: The human race far from need your help.

Apocalypse: Hmmph! Since when has mankind ever known what it needs? You speak as my sibling done. Just as sentimental. I'd think you were her son.

Professor Xavier: I'd be proud if I was. She proved more worthy to be a god than you.

Spider-Woman: Earth is far from beyond saving. Give us more time. There are good people here.

The Silver Surfer: Spare 'em.

Spider-Man: This is wrong.

Captain America: This is wrong.

Apocalypse: Bah. Stop talking as if you be the same as the lower forms... coz you be far from some of them. To them, you be freaks... as I am to them. We all be perceived as monsters. To some, you be respected monsters. To many, you be lepers they seek to slay. I know humans well. They fear the different and view them as vermin to be wiped out. They be the Neanderthals while we be the Homo Sapiens. The superior species. They're only as good as the world allows them to be. We're the same. You and I. The only difference is you're too cowardly to accept it. You lie to justify which you're ashamed on destroying. I'm stronger. Remorse be a weakness I developed above

Black Widow: I got blood on my hands. I seek to clean it out

Apocalypse: Can you? Can you wipe out that much blood? Drakov's daughter, São Paulo, the hospital fire? Your ledger is dripping, it's gushing red; and you think saving a man no more virtuous than yourself will change anything?! This is the basest sentimentality. This is a coward's prayer—pathetic! You lie and kill in the service of liars and killers. You pretend to be separate, to have your own code, something that makes up for the horrors…but they are a part of you, and they will never go away... until you die. If you long for freedom... destroy your own life.
 * Apocalypse: You called the armour Hulkbuster. But it got busted.

(he crunches the hand he grabbed, then grows large and grabs Tony as he breaks the Hulkbuster up before bashing the guy about)

Jerry: OW!

Tom: Oh.

Rocket Raccoon: Serves Tony right.


 * Rocket Raccoon: Well done, you morons. YOU RELEASED A CYBER-ENHANCED! MUTO-MEGALOMANIAC WHO IS GONNA CAUSE THE MASS-DESTRUCTION OF ALL WORLDS!!!!!!!
 * Peu: You destroyed them all, Tony Stark. My family is gone.

Puz: This is all your fault. You Starks bring tragedy wherever you go. You're a plague SHIELD shoulda destroyed when they had the chance. Commander Khoz: Gone. The cyber-enhanced muto-bitch took her. And it serves you right! You destroyed my son! My son died on your account. All your fault. It was you humans....you Earthlings... you unclean mutants.... who tainted the cosmos. The only destiny you deserve it death!
 * Tony Stark: Where's Pepper:

(he transforms to a monster and lunges to slay Tony Stark... only to be blocked by Wolverine)
 * Wolverine: Revenge would poison your soul. And you caused your own son's death by refusing to heed his warning about Apocalypse. Live with it.

Odin: Obvious. He proved worthy. How? Self-sacrifice. You were unworthy. You were cowardly, arrogant, greedy, self-righteous, jealous, and stubborn. You helped dark forces to oppress. The captain rejected those dark things coz of compassion, courage, honour, humility, integrity, loyalty, perseverance, and sincerity. He refused to reject such virtues as you and those lot done. He refused to allow such beings to sacrifice many for their own goals. He was right. Those greedy, self-righteous monsters woulda decided on some dying and some living. The old survival of the fittest as Apocalypse taught. You thought so. And think before you lie. I saw it. The captain was ready to give life and limb so all could be free and equal. Hence how he wielded my son's weapon.
 * Iron Man: Cap wielded Thor's weapon during the fight with Khoz? How?
 * Odin: Tony Stark! Lieutenant-General Ross! Mayor! Magneto! Robert Kelly! Through the host you lent to Mesmero, you bestowed on Apocalypse the powers of time and space. With those powers, he threatens more than this world... but others too. You betrayed the multiverse to the Dark Lord. Through your arrogance and stupidity, you have opened these peaceful realms and innocent lives to the tragedy and carnage of war! You are unworthy of these realms! You're unworthy of your titles! You are unworthy of your powers! You are unworthy...of the loved ones you have betrayed to destruction.

Iron Man: Apocalypse chose me.

Genesis: Because you were one of the best of us! He wanted to prove that even someone as good as you could fall.

Iron Man: [bitter] And he was right.

J. Jonah Jameson: [watching TV] Our world needed a hero.
 * Apocalypse; People of Earth. Rejoice for a new age is upon you. The Muto-Age. Elohim, Pushan, Ra, Krishna, Yohwe, Zeus, Toutatis, Odin, Shiva- I've been called many names over many lifetimes. I'm En Sabuh Nur. Apocalypse. I am born of death. I was there to spark and fan the flame of man's awakening, to spin the wheel of civilisation. And when the forest would grow rank and needed clearing for new growth, I was there to set it ablaze.
 * Peter; Apocalypse on the UN. Oh, my.
 * Apocalypse: Let me tell you the truth about J. Jonah Jameson from the words of Professor Stilwell. "Spider-Man was far from the one who forged Scorpion. J. Jonah Jameson forced me to do it to use him to avenge his wife's murder by Silvermane and put the blame on Spider-Man to preserve is hide.. I praised the madman who tried to murder my own child, but I can no longer live with my lie. It is time to trust the people of Earth with the truth, and it is time for me to resign."
 * Apocalypse: Let me tell you the truth about Lieutenant-General Thunderbolt Ross from the words Lieutenant Stepwog. "Ross forced Doctor Banner to copy the serum which forged Steve Rogers to the Super-Soldier he is now... resulting with the Hulk, the Leader, the Abomination, Madman, and Fluks.. I praised the madman, but I can no longer live with my lie. It is time to trust the people of Earth with the truth, and it is time for me to resign."
 * Colonel Jameson: So much slaughtered, based on a lie? I knew Spidey was innocent. But you the one responsible?

Colonel Jameson: It needs it now more than ever. You betrayed life for revenge.

J. Jonah Jameson: [looks back at Colonel Jameson, offended by what he said] There's a point far out there, when the structures fail you. When the rules aren't weapons anymore, they're shackles, letting the bad guy get ahead... One day, you may face such a moment of crisis. And in that moment, [agitated] I hope you have a friend like I did! To plunge their hands into the filth, so that you can keep yours clean!

Colonel Jameson: [disgusted] Your hands look plenty filthy to me, Dad. We trusted you... and you betrayed us all to the Dark Lord.
 * Apocalypse: You're all my children... and you're lost... because you follow blind leaders. These false gods, systems of the weak, they've ruined my world. No more. I;m here now for you. No more false gods. I am the one God. Everything humanity built would fall... and from the ashes, we shall build a better world. So says Apocalypse.
 * Apocalypse: Serve me and you could become a god.

Spider-Man: I refuse. With great power comes great responsibility.
 * Magneto: All my life... I'd been a pawn to Apocalypse. He used me. I'd wanted to form a utopia. But I;m only a lie. Destroy me! I DESERVE TO DIE!

Spider-Man: I refuse to.

Iron Man: We deserve to die!

Professor Charles : Do you really believe you deserve to die?

Iron Man: YES! WE DESERVE TO DIE!!!!!!!!!!!! WE WRONGED!

Professor X: Just coz you messed up. Who's perfect. But life would be better if we show them a better path.

Iron Man: You still believe?

Professor X: Just because someone stumbles and loses their path, it far from means they're lost forever. Sometimes, we all need a little help.

Iron Man: But I did.............so much PAIN.

Professor X: Was it their pain you fear for? Wrong. It's yours, Tony Stark. You were more concerned for your self-conceit. Hence why Thor's weapon denied you and chose the humbler Captain America who was ready to sacirfice himself for others. You be far from the perfect ape you boasted you were. You screwed up. But you can learn from your errors. And as frightening as it can be, that pain will make you stronger. If you allow yourself to feel it, embrace it, .it will make you more powerful than you ever imagined. It's the greatest gift we have: to bear their pain without breaking. And it comes from the most human part of us: hope. Tony Stark, we need you to hope again. Apocalypse: I have an army.
 * Mary Jane: You think you won, Apocalypse. But let's do a head count here. Your sister who is a muto-demigod and has powers simialr to yours, three people with robo-armour, a super soldier from World-War 2, a man with breathtaking anger management issues; a couple of master assassins, an African king wearing a panther-suit, a sentient android possessing the Mind-Stone, an army of wizards led by one possessing the Time-Stone, a man who is half-God and half-human, a green Amazon, a raccoon-based mercenary, a tree-giant, a primitive warrior, a super-Kree, a genetically-engineered warlock with the Soul-Stone, a demi-god wielding a magic hammer, a plucky physicist wielding the Reality-Stone, an unbreakable thug, a kung fu defender who does chi-punches, an Amazon dressed as a tigress, an immortal man and his daughter who both own metal claws on limbs, a muto-witch, a muto-speedster, a paratrooper dressed as a falcon, a shapeshifting muto-ninja, a muto-demon who can teleport, a muto-ninja who can walk through things, a muto-hippy who forms her own fireworks, a muto-goddess who can control the weather, a muto-angel who now has metal wings thanks to your cronies, a muto-rogue who can briefly claim powers, a muto-mercenary who keeps talking, a super-pilot with powers bestowed by Kree-tech, a Skrull, a man who can shrink and grow, a stretching scientist, a lady who can go invisible, a pyro-stunter, a rocky giant, an elemental from a people altered by Kree, a boy who dwells on a primordial jungle and his wife who is his equal, a genious trapped in a beast, two muto-psychics, a muto-Amazon with magnetic powers, a cosmic monk, a samurai with a magic sword, a sentient robo-Amazon, a war-feminist from World-War 2,.... ... my love... a hero with spider-powers, whose ancestor helped imprison you for all these years. And you, big fella, you've managed to piss off…every single one of them. When they come…and they will…they'll come for you.

Mary Jane: So do we. A family. You're missing the point. There be zero chance you'd win against us all. You be alone. You call my Peter weak coz he's gentle? You be wrong. He's stronger than you.
 * Apocalypse: Why help Pepper Potts? She betrayed you. She loved you when you were a pacifist. Why would she love a cyborg?

Iron Man: YOU WILL DIE WHERE YOU STAND! You've taken everything from me.

Apocalypse: Your feelings for her... far from real

Iron Man: THEY ARE REAL TO ME! STOP LYING TO ME!

Apocalypse: Now you reveal your real personality. Such arrogance, greed, anger, and ferocity which you inherited from your ancestor who served me.


 * (Apocalypse uses his time-power to slow Quicksilver down and grabs him)

Apocalypse: Rash child. You would suffer for your mockery, you interfering punk! (he breaks the guy's leg with his hands)

Scarlet Witch: Brother! (she fires psionic energy on Apocalypse who blovcks with a psionic shield)

Apocalypse; Please. (he uses a mental ray to zap Scarlet Witch)

Polaris: Leave my siblings be, rogue.

(she uses magnetism)

Apocalpse: My armour is impervious to magnetism.

Polaris: Yes. But it worked.

(Silver Surfer blasts Apocalypse down)

Silver Surfer: Clever plan. Decoying so I could blast Apocalypse down. You also learned teamwork well.
 * Apocalypse: I am the rocks of the eternal shore. Crash against me and be broken

Jerry: They called Troy unconquerable, and Odysseus's men succeeded with the Trojan Horse. They called Titanic unsinkable. And it sank coz of an iceberg from Greenland. Zero thing lasts forever..


 * Apocalypse: You presumed you could wound me with my armour and healing factor, Rocket. You be zero times closer than the Babylonians with their swords and fire-sticks!
 * Apocalypse: Why defend the Stark... after how he betrayed you? How do you think your parents died? Well?

Spider-Man: Thugs slew them.

Apocalypse: Thugs sent by Tony Stark.

Spider-Man: You lie.

(Apocalypse shows the footage)

Spider-Woman: I found it in Stark Industries. Tony.

Iron Man: My dad knew the Parkers had a mutant as a son. He feared the mutant would turn on us. So he supplied thugs to slay him and his parents. But he failed to spot the baby was with the aunt and uncle. Hmmm.

Spider-Man: You knew all along. You told me Oscorp did it. YOU LIED TO ME!

(he punches Iron Man up, then tears his armour up)

Apocalypse: Now you see the truth. He played you. Used you. Now you see his real colours. Humans fear us and envy us because of our powers and genetic purity. Join my empire. We can purge this planet of the weak so the strong cna remain pure and supreme. This man is an enemy to our people.... and unworthy of your mercy. End his life.

(Spider-Man picks up Volstagg's halberd and raises it)

Apocalypse: Destroy him. He deserves it.

Captain America; Stop!

(Tony hands his head in shame, preparing to die)

(Spider-Man raises Volstagg's halberd up)

Apocalypse: End him and his kind. They deserve to die.

(Spider-Man throws the halberd down)

Spider-Man: I gave to revenge before and it cost me Uncle Ben. Revenge poisons hearts. You wanted to poison my heart. I refuse to betray life.

Apocalypse; Weak as were your parents.

Spider-Man: You're the weak one, giving to darkness. You abuse your power to hurt. Gensis is better than you, you hypocritical trickster. Spider-Man: You arrogant megalomaniac! You think you'd win. Wrong.
 * Apocalypse: It's over, Peter Parker. Your life ends. Your world burns.

Apocalypse: And why is that?

Spider-Man: Because you are alone.

[Galactus shows up and zaps Apocalypse down, then uses his powers to heal Spider-Man) Galactus: They;'re strong. Many feared me. But these lot... such as Spider-Man, Spider-Woman, and their buds. treated with respect and compassion. They;re my pals. And I shall help.
 * Apocalypse; Why protect the primitives?

Nova (Frankie Raye): I shall too.

Odin: Me as well. As king to Asgard, I fight for the peace.
 * Genesis: I'd gained more power thanks to the them accessing the Infinity Stones. I possess Celestial technology as you do, brother. Your reign ends.
 * Apocalypse: You must stop! I am your god!!!!!!!!!!

Captain Universe: Tough. You be zero god to anyone, you usurping megalomaniac! Peter: I lvoe you too.(they kiss)
 * Spider-Man: Vengeance be far from true power. Anyone can take a life. Giving life is true power, the power you once had, Tony.
 * Mary Jane: Peter. I love you.
 * Robert Kelly: Apocalypse played us all. And we let him. We made it easier by giving to fear, arrogance, greed, and jealousy. But these lot let love, courage, honor, and loyalty guide them. Thye prove better. I hereby cancel the Super Registration. We must avoid the dark road Apocalypse took. We must learn to be better and be the same as these lot.
 * Captain America: In the end, Spider-Man and Spider-Woman proved the best of us all.

Trivia

 * PG-rated for mild fantasy violence, threat, infrequent strong language, mild peril, mild horror scenes, mild innuendo, gory images
 * Running Time: 143 Minutes-137 Minutes.
 * Miranda Richardson voices Professor Genny/Genesis with the voice she did for Anna Leonowens on The King and I (1999) 
 * Tom Wayner voices Apocalypse with the voice he did for Devimon on Digimon and the Dark Lord on Flint the Time Detective
 * Tim Currey voices Wilson Fisk/The Kingpin with the voice he did for Nigel Thornberry and Colonel Radcliff Thornberry on The Wild Thornberries, Prince on Garfield: A Tale of 2 Kitties, Palpatine on Star Wars: The Clone Wars- The Lost Missions, Long John Silver on Muppet Treasure Island, Drake on The Pebble Penguin, General Von Talon on Valiant, Doctor Anton Sevarus on Gargoyles, the Beast on Beauty and the Beast (A Tale of the Crimson Flower), King Acorn and the Keeper of the Time-Stones on Sonic the Hedgehog, Emperor Nero on The Easter Story Keepers, Captain Fitzergerald on The Lion of Oz, Skullmaster and Jules Verne on Mighty Max, Doctor Morocco on Transformers: Rescue Bots, Gordon Godfrey on Young Justice, Dodo on Alice (2009), the Trader on Jumanji: The Animated Series, King Minos and Gessler on Adventures from the Book of Virtues, Moltoc on Quack Pack, Tin Man in Wonder Pets, Pretious on The Mask: Animated Series, Taurus Bulba on Darkwing Duck, Captain Hook on Peter Pan and the Pirates, the Serpent on The Greatest Adventure: Stories from the Bible, the Pianist on The New Adventures of Casper, Zimbo and Monster Doctor as well as Haywood and Cuddles on AAAAAH! Real Monsters, Fox Jacket and Pterodactyl as well as Chief Elder and Henri Poupin on Jim Henson's Dinosaurs, Frog on Teen Angel, Leichlater on Hey Arnold, Nostros on the Story of Santa Claus, Big Brother on Johnny Bravo, Moltoc on Quack Pack, the Goblin King on Scooby Doo and the Goblin King, the Cat King on The Cat Returns, the Mouse King on Barbie in the Nutcracker, Spooky on Teacher's Pet, Mutro Botha on Batman Beyond, Doctor Slicer on Recess, Slakgar on Redwall, King Alfor and Prince Lotor on Voltron: The Third Dimension, Lord Dragonus on Mighty Ducks: The Animated Series, the Skull on Bartok the Magnificent, Joseph Chapdick on Ben 10: Alien Force and Ben 10: Omniverse, Dr. Frank-N-Furter in The Rocky Horror Picture Show, Forte on Beauty and the Beast: The Enchanted Christmas, Ebenezer Scrooge on A Christmas Carol (1997), Worthington Dubois and Stubbings on Phineas and Ferb, Rooster Hannigan in Annie (1982), Robo-Clown on Batman: The Animated Series, Taurus Bullba in Darkwing Duck, Henri Poupon and Charlene's coat in Jim Henson's Dinosaurs, Dr. Joseph Chadwick / Stage Manager on Ben 10: Omniverse, Darkness in Legend, Wadsworth in Clue, Pennywise in  It, Hekkus on Ferngully: The Last Rainforest, the Jack-in-the-Bok on The Steadfast Tin Soldier, Jacque Le Beef on Wild West C.O.W. - Boys of Moo Mesa, Reginald and Prince Charles on Tiny Toons, MAL on Captain Planet and the Planeteers, Amok Man-Ra and Caliph Kapok on Aladdin: The Series, Pennywise on It (1990), King Minos and Gessler on Adventures from The Book of Virtues, The Atrocimater on Turbocharged Thunderbirds, Worm 1 on Samurai Jack, Dark Manta on The Little Mermaid: The Series, Thaddeus E. Klang on TaleSpin, Count Nefarious on Toonstruck, Gabriel Knight on Gabriel Knight: Sins of the Father, Doctor Mystico on Freakazoid, Sir Gawain on The Legend of Prince Valiant, Maelstrom on Where on Earth is Carmen Sandiego, Sorcerer on The Net, Doctor Neugog on Big Guy and the Boy Robot, Ben Ravencroft on Scooby Doo and the Witch's Ghost, Mr. Pester on The Rugrats Movie, the Sumo Singers on Rugrats in Paris: The Movie, Professor Calimitus on The Adventures of Jimmy Neutron: Boy Genius, Hazzaka on Kids Ten Commandments: The Not So Golden Calf,  Prof Alexander Monro on  Burke & Hare, the Mastermind on Scooby Doo: Night of 100 Frights,  Phillippe on Barbie and the Three Musketeers, Blacktooth on The Outback, Terrence on Ribbit, Mr Baddington on Saving Santa, Reverand Ray Porter in Pass the Ammo, Dr. Thornton Poole in Oscar, Mr. Hector in Home Alone 2: Lost in New York, Jigsaw in Loaded Weapon 1, Dr. Yevgeniy Petrov on The Hunt for Red October, Herkermer Homolka on Congo (1995), Professor Oldman on Scary Movie 2, Roger Corwin on Charlie's Angels, and the Narrator on A Sesame Street Christmas Carol.
 * Christopher Daniel Barnes who voices Richard Parker is known to'd been Spider-Man on Spider-Man (1994), Spider-Man (Noir) on Spider_Man: Shattered Dimensions, Miguel O'Hara / Spider-Man 2099 on Spider-Man: Edge of Time, Electro on Ultiamte Spider-Man, Prince Eric from The Little Mermaid (1989) and Kingdom Hearts, Tagert McStone on Jackie Chan Adventures, Stripes the Tiger on Sonic Underground, Symbiote Spider-Man and Superior Spider-Man on Marvel Heroes, Speckles  on The Dino King, Bullseye on Super Hero Squad, and Prince Charming on Cinderella II: Dreams Come True and Cinderella III: A Twist in Time.
 * Sara Ballantine who voices Mary Parker is known to'd been Mary Jane Watson on Spider-Man (1994), Nurse on The Nutty Professor, Skeever's Attorny on Batman: Year One, and Dancer on Phantom of the Paradise,

Cultural references

 * The scene when the Silver Surfer and the Silver Surferess spend time on the Okavango Delta among the flora and fauna is similar to a scene and image from Adam and Even's story on The Bible.
 * Wolverine's story about a homicidal madman on Vietnam was inspired by Alfred's story of one in The Dark Knight.
 * Spider-Man jokes to the time-travelers about being careful with butterflies........ a nod to  'Back to the Future'.
 * When witnessing Apocalypse grow big and defeat Iron Man in his Hulkbuster Armour, Beast utters "Oh, my stars and garters", his classic catchphrase from the comics.
 * When Beast is checking up on the hieroglyphics, a bowl of Twinkies is visible. This is a subtle nod to his comic book counterpart, whose favourite food is Twinkies.
 * Apocalypse looks similar to his counterpart from X-Men: Apocalypse but with an Egyptian beard and a Cerebro similar to an Egyptian pharaoh's nemes-headdress.
 * Spider-Man compares Apocalypse to Emperor Palpatine from Star Wars..... especially due him being a trickster who tries to make people give to their darker impulses.
 * Odin scolding Iron Man, Magneto, and Kelly is based on him scolding Thor on Thor (2011).
 * Professor Xavier's talk with Iron Man is similar to when Older Professor Xavier talks to Younger Professor Xavier on X-Men: Days of Future Past.
 * Cable said 'The needs of the many outweigh the needs of the few... and the one' to Iron Man. Based on a well-known quote by Spock from  'Star-Trek: The Wrath of Khan'.
 * Spider-Man compares the Sentinels turning on Trask to Frankenstein being betrayed by his own monster on  'Frankenstein's Monster'.
 * The song which plays as Spider-Man, Spider-Woman, Strange, and Surfer get the lot out from Avenger-Tower thanks to the Time-Stone briefly slowing time is "Sweet Dreams (Are Made of This)", a song written and performed by Eurythmics.
 * Apocalypse tells the scolders how some view 'em as freaks .... a nod to the Joker's speech to Batman on The Dark Knight. He also says how some perceive them as monsters and how some respect them.... a nod to the Penguin's words on Batman Returns.
 * Apocalypse busting Lieutenant-General Ross, Tony Stark, and Jameson as well as Colonel Jameson scolding his dad is based on Bane busting Gordon's lies on The Dark Knight Rises.
 * Apocalypse, Doc Strange, Doc Samson, Mr. Fantastic, Uatu, the Silver Surfer, the Silver Surferess, and the Spider-Duo compare Iron Man to Daedalus, an inventor from Greek mythology known to'd forged the Labyrinth of Knossos and to'd forged wings so he and Icarus could fly... in particularly coz he was clever but arrogant and ambitious which caused so much deaths including 1,000 Athenians on the Labyrinth and Icarus who fell to death for flying too close to the sun.
 * There be references to the Bible:
 * Apocalypse took on a cobra form when trying to draw the Spider-Duo into joining his cause..... a nod to the Serpent who tricked Adam and Eve into eating the Forbidden Fruit
 * Apocalyspe mentions Noah and the Ark.
 * Apocalyspe mentions Sodom and Gomorrah as well as Lot who was nephew to Abraham, the founder of the Hebrews as well as dad to Issac, grandpa to Jacob, and great-grandpa to Joseph.
 * Genesis makes the river part up... a feat done by Moses, Joshua, Elijah and Elisha.
 * The scene when the Spider-Duo refuse Apocalypse's offerings for power and revenge is based on a scene when Jesus resisted and refused Satan's offerings.
 * Apocalyspe claims to be the alpha and omea...a quote from Jesus
 * MJ's speech to Apocalypse is loosely based on Iron Man's lecture to Loki on The Avengers (2012)
 * Apocalypse trying to persuade Spider-Man to murder Tony in revenge is similar to when Ares tried to do so to Wonder Woman on Wonder Woman (2017). 
 * Apocalypse boasting on being a god to which Captain Universe declares he's far from one be a nod to Transformers: Power of the Primes.
 * Spider-Man's speech on revenge being far from power and how giving life is a greater power be a nod to a scene from Batman and Robin (1997)
 * Spider-Man's speech on revenge being far from power and how giving life is a greater power be a nod to a scene from Batman and Robin (1997)