X-Men is a side-scrolling hand-to-hand combat game for one to six players. The game is based on Marvel Comics' popular X-Men comic books. Gamers can choose one of six X-Men to control. They are Cyclops, Colossus, Wolverine, Storm, Nightcrawler, and Dazzler. Each character has a special "mutant power" which can be used to defeat multiple enemies. Each use of the mutant power decreases the character's energy level.

The plot of X-Men is to defeat the evil Magneto, who plans to conquer Earth from his asteroid base near the moon. The X-Men must battle through different levels, defeating robots, lizard-men, and bosses including The Blob, Pyro, Winndego, and the
Juggernaut.

The game features several false endings, leading players to believe that they have defeated Magneto, when in actuality they have defeated impostors or Magneto is simply pretending to be fallen. When Magneto is defeated for good, the game begins again at
Stage One, with more and harder enemies to defeat. ~ Anthony Baize, All Game Guide