12 X-Men Villains That Could Follow Apocalypse

Collection of X-Men Villains

Looking past upcoming franchise movies is something of a tradition these days. When the franchise is the X-Men, which arguably kick-started the super hero movie revolution back in 2000, it’s safe to say there’s life in the mutant dog yet.

We all know that Professor X's team of mutant superheroes is set to face off against Apocalypse, the first mutant, in the next entry of the long-running franchise, but there's still room in the franchise for many villains from the comic book's past to make an appearance. Considering the rich history of Marvel’s merry mutants has yet to be fully tapped, we take a look at which villains may come next.

Here are the 12 X-Men Villains That Could Follow Apocalypse.

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Cassandra Nova X-Men Villain
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13 Cassandra Nova

Cassandra Nova X-Men Villain

Introduced during Grant Morrison’s controversial run on X-Men beginning in 2001, Cassandra Nova is the twin sister of Charles Xavier. In Xavier’s first conscious moment, he reached out with his mind and sensed the evil within her. His first action was to unleash his mutant power in utero and attack her, causing their mother to miscarry Cassandra.

She would cling to life as a collection of cells, slowly rebuilding herself until she had a physical form strong enough to seek vengeance on her brother and his X-Men. She convinced the last living relative of Bolivar Trask, Donald Trask III, to activate a pair of enormous wild Sentinels and send them to destroy the mutant homeland of Genosha, killing 16 million mutants.

Cassandra allowed herself to be captured by the X-Men and in doing so, switched bodies with Xavier. Emma Frost, a survivor of Genosha, snapped Cassandra’s neck, believing Cassandra was inhabiting the body at the time (why wouldn’t you think that?). Cassandra, in Xavier’s body left to join the Shi‘ar imperium alongside Xavier’s lover, Lilandra. At Lilandra’s side, Cassandra Nova devastated the Empire and sent the Imperial Guard to earth to destroy the mutants there, ensuring a final victory against Xavier and all he stood for.

Cassandra would be defeated, and Xavier returned to his body. But the evil that was Cassandra Nova would not stay defeated for long…

With some alterations, this could make an excellent follow-up to Apocalypse. Whereas Apocalypse is the ultimate physical villain, Cassandra Nova is an excellent psychic one. Given her motivation is revenge, she could hurt the X-Men far more than most of their adversaries by turning them against each other.

12 Mister Sinister

Mister Sinister Xmen Villains

The man that would become Mister Sinister was born Nathaniel Essex in the 1800s. he would become a brilliant and gifted doctor, and an associate of Charles Darwin. When his child was born deformed and died, he began to be convinced that the child was the first of a new species, one predicted by Darwin to eventually replace humanity, a mutant.

In his eagerness to experiment and refine Darwin’s theories regarding evolution, he became a pariah among his peers. His methods became more and more monstrous, like kidnapping the homeless and experimenting on them. He would discover the slumbering form of Apocalypse, in one of his periodic regeneration cycles. Awakening the ancient mutant, Essex sought to learn from him. In truth, Apocalypse learned as much from Essex, having never fully understood what he was prior to this.

In time, Essex was granted a powerful new body by Apocalypse. This new form was capable of surviving for centuries and resisting injury as well as being able to project energy from his hands and shapeshift. Essex would, through experimentation, enhance these powers further.

Seeking to be free of Apocalypse’s control, he turned against him, but was unable to defeat him personally. He would manipulate certain bloodlines in order to create a perfect mutant, one capable of defeating Apocalypse. The end result of decades of planning would be the child of Scott Summers and Madeline Prior, the child who would become the mutant freedom fighter, Cable.

Sinister could be a natural evolution (excuse the pun) from Apocalypse, given their shared history. He also later forms teams such as the Nasty Boys and the Marauders, allowing the X-Men to have a team to fight against in equal combat.

11 The Phalanx

Phalanx XMEN Villains Marvel

The Phalanx are an offshoot of the alien race known as the Technarcy. The Phalanx are formed when organic lifeforms are infected with the Technarchy's techno-organic transmode virus. They pass through a lifecycle attempting to infect others before reaching critical mass. At this point, they usually form a spire to contact their alien forbearers, at which point the Technarcy destroy them as they consider them to be abominations.

The Phalanx of earth were formed when a group of mutant-hating humans began to experiment with the remains of the Technarcy member Warlock. They attempted to turn themselves into “Living Sentinels” in order to destroy earth’s mutants. Initially, the Phalanx planned to assimilate the mutants into their collective, but they proved to be immune to assimilation due to their mutant genes.

Attacking the mansion and kidnapping the X-Men, the Phalanx hoped to study them. They were battled by the mutant Banshee, who rounded up what help he could, and rescued the next generation of mutants that the Phalanx had targeted. Eventually, the Phalanx were defeated by a multi-pronged attack. They were, in part, brought down from within when Stephen Lang, one of the original members of the Phalanx, realized they had gone far beyond their original purpose and threatened the planet’s human population also.

On a mission in space, a team of X-Men encountered further Phalanx members attempting to destroy the Shi’ar. This team, led by Rogue, Beast and Gambit, fought and defeated them, but only after great losses amongst the Shi’ar.

The Phalanx could prove to be problematic to bring to the big-screen, as Fox has tried to stay away from the more “fantastic” elements of the Marvel universe. Should they become a little bolder in their choices, the Phalanx could be a great place to start.

10 The Acolytes

Acolytes XMen Villains Marvel

The original Acolytes of Magneto were a group of disaffected mutants, organized by the charismatic mutant Fabian Cortez. Cortez, seeing Magneto as a route to power, used his philosophies of mutant superiority to find and organize the Acolytes and search out Magneto. Pledging themselves to his cause, the Acolytes sought refuge on Magneto’s orbiting headquarters, Asteroid M.

Magneto and the Acolytes were swiftly betrayed by Cortez. He had been pretending to be a healer, helping Magneto recover from wounds sustained in battle with Wolverine. In fact, he merely boosted Magneto’s powers so that he didn’t notice his wounds weren’t healing. Cortez left Magneto gravely wounded, and on a badly damaged asteroid. Magneto seemingly died, and with him all evidence of Cortez’ betrayal.

Cortez quickly formed a second generation of Acolytes, this one far larger than the first. He made himself out to be Magneto’s last disciple, one tasked with carrying out his plans. The Acolytes, with a fanaticism bordering on religious zealotry, attacked multiple targets, killing hundreds.

They would battle the X-Men multiple times, even after Magneto returned and cast Cortez out. Eventually coming under the leadership of Exodus, and once more Magneto, the bulk of the Acolytes died on Genosha when the wild Sentinels destroyed most of the population there.

In movie form, their original storyline would work pretty well, especially the Cortez betrayal, and would follow Magneto’s arch in the movies fairly well from what we’ve seen so far. Should Apocalypse leave anyone standing that is.

9 The Brood

The Brood XMen Villains Marvel

Another space-based group of bad guys, The Brood are an evil race of parasitic aliens. The Brood possess wings, fanged teeth and a stinging tail. They have a hive mentality and mindlessly follow a queen. To reproduce, they must infect other races with their eggs in much the same way the titular “aliens” of Alien do. The key difference being that they do not “burst” out of their hosts, but become them slowly, retaining the ability to change forms between their Brood form and their original host form.

The brood are commanded by a massive Empress, with a firm caste system, all possessing a single hive-mind, controlled by the empress. They have conquered vast portions of the galaxy, often using stealth and guile to infiltrate key individuals before revealing themselves in force.

They have encountered the X-Men on several occasions, both in space and on Earth. In one of their most notable encounters on Earth, The Brood infected both the Thieves Guild and The Assassins guild in New Orleans. The X-Man Gambit, a former member of the thieves’ guild, was drawn into the plot alongside the X-Men of Blue Team and the Mystical Ghost Rider. Ghost Rider was infected, and initially transformed, but his human host at the time, Danny Ketch, was able to maintain his own mind, and with the help of Psylocke was able to purge himself of the Brood. Ghost Rider, along with Gambit and the X-Men, defeated the Brood, but at the cost of many members of both guilds.

The Brood remain one of the X-Men’s most dangerous foes. If Fox were to use them in an upcoming movie, it would almost certainly be R-Rated due to their horrific nature.

8 Shadow King

Shadow King Xmen Villains Marvel

Initially appearing to be an Egyptian man named Amahl Farouk, The Shadow King is later revealed to be a telepathic entity that has existed on the astral plane since the dawn of humanity. It feeds upon negative emotions such as anger and hatred. The Shadow King has no physical form of its own, but exists by possessing the bodies of people, completely erasing their own minds in the process but maintaining their memories. His hosts usually become morbidly obese over time, as one of his tendencies includes gluttony.

The Shadow King first encounters Charles Xavier as a young man, the two engage in fierce combat on the astral plane, with Xavier seemingly destroying the villain. But the Shadow King merely retreated into the astral plane in order to recover and plotted against Xavier and the X-Men. He later possessed the body of FBI agent Jacob Reisz, and in doing so got close to several key players in the U.S, including Valerie Cooper. During this time, he managed to influence the minds of several mutants on Muir Island, creating a focal point for his powers as he pitted them against themselves. He also used Lora Dane (Polaris) as a nexus point for negative energy. His endgame came when he possessed Xavier’s son, Legion. Through Legion’s incredible power, he managed to defeat the combined forces of the X-Men, X-Factor, and the Muir Island Mutants. Only Xavier, once more fighting in the astral plane (and aided by a few surviving students) managed to defeat him.

He would return several times over the years, at one time being defeated by Psylocke at the cost of her powers. Should he be chosen to be the next X-Villain, he’d be a terrifying change of pace for Fox.

7 Onslaught


The psychic entity known as Onslaught was created when Charles Xavier used his powers to assault Magneto, wiping the latter’s mind. In that moment, Xavier’s rage joined with Magneto’s and the beginnings of Onslaught were formed.

Over time, the entity resided in Xavier’s mind, slowly gaining strength and subtlety influenced Xavier’s actions. It used Xavier’s knowledge and power to find minions such as Post and Holocaust to do its bidding, as well as mind-control The Hulk to attack Cable, one of the few people who could have stood against him. He sought out and captured the psychic powerhouse Nate Grey and the reality manipulating Franklin Richards. In capturing both of them and assimilating their power, as well as that of Xavier and Magneto, Onslaught became almost omnipotent.

In tricking the assembled heroes of The Avengers, X-Men, and the Fantastic Four into destroying his physical body, Onslaught became a being of pure thought, capable of taking his agenda to all the corners of creation. Thor devised a plan; in order to defeat Onslaught, he needed to be in a vessel once more, one that could be defeated. Thor alone proved insufficient to contain the Onslaught so he was joined by The Thing and the Human Torch. The three heroes tried to contain the Onslaught, but in the end it took the combined forms of The Avengers and The Fantastic Four (along with an unwilling Doctor Doom) to contain him while the X-Men defeated him.

He would prove to be harder to defeat than that, emerging once again years later. We have yet to see a final defeat of the Onslaught.

Onslaught is a perfect villain to see brought to the big screen, as enemies had to join forces to defeat him. It could be problematic, as the storyline took in the entire Marvel Universe, but a streamlined version could be a lot of fun, especially if we got to see the scene where Onslaught rips the Gem of Cytorrak from the body of the Juggernaut!

6 Stryfe

Stryfe versus Cable

Stryfe is the time-travelling clone of the mutant hero Cable. Unlike Cable, Stryfe was never infected with the Techno-Organic virus and was therefore not held back in the same way. He was a telepath that stood equal to Charles Xavier, with the added benefit of having immeasurable telekinetic powers as well.

Stryfe’s agenda was a simple one, he was out for revenge for what he saw as an abandonment by his parents. He set everyone he perceived as having wronged him on a collision course against each other, a scheme that brought together The X-Men and their various offshoots and their enemies Apocalypse and Mister Sinister. When he was ultimately defeated on Earth’s moon by his “family” of Cyclops, Jean Grey, Cable, and Havok, he unleashed his “Legacy,” a virus designed to kill the mutant population of Earth.

While his legacy (The virus was known as the “Legacy Virus”) may have amounted to very little, he could prove to be an interesting change of pace for the mutants. Having already established time-travel in Days of Future Past, it wouldn’t be a stretch to see Stryfe come from an alternate future.

5 Sauron

Sauron X-Men

Sauron is the alter ego of Karl Lykos, sharing a Jekyll and Hyde relationship with the physician. He is an energy vampire who resembles a humanoid Pteranodon after feeding on the energies of mutants.

Sauron is usually seen inhabiting the primitive “Savage-Land” in Antarctica, often in the company of Ka-Zar or the Savage Land mutates. Given that Magneto has disappeared for years at a time in the movies, it’s conceivable that he could have journeyed to The Savage Land and come into contact with the beings there. Possibly even experimenting and mutating the populace there as he did in the comics.

If the movies were to go down this route, Sauron is the ideal adversary for them. His dual nature, as well as the Karl Lykos half being a good man, provide a decent degree of moral ambiguity into the X-Men’s world.

4 Proteus

Proteus Xmen

The son of Moira MacTaggert and a prominent politician (Xavier himself was the father in the Ultimate universe), young Kevin was born with incredible reality-warping powers. Not only could he change the laws of physics around himself, he could possess the bodies of anyone he wished, making him hard to keep track of. The only limit to this was that he usually burned out his hosts within a few hours due to his enormous power. To protect herself and others, Moira was forced to confine Kevin. To keep the truth about her son secret, she began to describe him to others only as Mutant X.

For years, Kevin remained inside his cell, sustained by esoteric energy fields that kept his body from burning itself out. He would be freed during a battle between the X-Men and Magneto and went on to possess various local people as he made his escape.

Realizing that he needed a stronger host, Proteus attempted to possess Jean Grey, then known as Phoenix. He would fail, due to Phoenix’s incredible power being too much for him. Eventually he would be found by the X-Men and defeated by their combined power.

A cinematic version of Proteus, perhaps one combined with elements of Xavier’s son, Legion, could be a great addition to the X-Men franchise. Fathers and sons have made for some of the most compelling X-Men stories of all time after all.

3 Cameron Hodge and the Genoshian Magistrates

Magistrates Genosha

The mutant hating Cameron Hodge has had a long history with the X-Men, firstly as a college roommate of Warren Worthington III, The Angel. He harbored a secret hatred and jealousy of Warren, and used their friendship to become X-Factor’s PR agent and Warren’s business manager.

In time, his true nature came to light and in a battle with Warren, and he was decapitated. But having done a deal with a demon, he had attained immortality and survived the assault, or rather his head had. Hodge’s head, now fused with a giant mechanical body, formed an alliance with the rulers of the island state of Genosha. Genosha was policed by a military force known as the Magistrates, a brutal force that kept their slave-labour force of mutants, known as “Mutates” in line.

The Magistrates attacked the X-Men at their home and captured several members of The New Mutants, along with the X-Man, Storm. Storm would be turned into a Mutate and turned against the X-Men. Eventually, the Magistrates fought against Hodge when they realized that he was a bigger danger to them than the Mutants.

Cinematically, an island of Mutant slaves could fit in with the new timeline really well. It would also provide a chance to see the fear of a Human/Mutant war realized on-screen.

2 The Dark Phoenix

Jean Grey Dark Phoenix

Be it Jean Grey, Rachel Summers, or Hope Summers, the Phoenix force has imbued its hosts with incredible power. Initially, the Phoenix Force wandered the universe as a largely passive entity, but over the years the force of nature took the form of a giant firebird and began to achieve sentience. Coming into contact with sentient beings, the Phoenix began to have desires and thoughts of its own. Eventually it would encounter Jean Grey, the X-Man known then as Marvel Girl.

During their shared history, they have taken many forms, including the “Dark” Phoenix, a force of destruction, the “Good” Green Phoenix, and their ultimate form a “White” Phoenix which transcended good and evil.

While we have already seen a version of The Dark Phoenix storyline in the poorly-received X-Men 3: The Last Stand there have been numerous recent rumors that Dark Phoenix could well be the next threat in the “X-Universe,” now that the timeline has been reset in X-Men: Days of Future Past.

1 Conclusion

Avengers versus XMen

Just as an honourable mention, a great conclusion to the “Marvel Era” could be an Avengers/X-Men crossover. While usage rights currently prevent this from happening, and by all accounts Fox and Marvel are less than keen to co-operate, the Sony/Marvel deal regarding the use of Spider-Man does offer a small degree of hope…


Got any other suggestions for cool villains we haven't mentioned? Let us know in the comments!

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