Ten mutant heroes and villians compete in one-on-one combat to decide the fate of the world. Each hero and villian has special powers that can be unleashed upon opponents. Play culminates after defeating the two mutant bosses, The Juggernaut and Magneto.

Based upon the popular comic book series X-Men by Marvel Comics, this game gives the players the opportunity to pit their favorite mutant heroes and villians against one another. The game play is similar to that of the Street Fighter Alpha: Warriors' Dreams series. Players can control either one of the six X-Men (Cyclops, Storm, Ice Man, Colossus, Psylocke, and Wolverine), or one of their four evil adversaries (Silver Samurai, Spiral, The Sentinel, and Omega Red). Once their characters have been selected, the players will meet each of the other nine opponents in one-on-one combat.

After defeating all the opponents, a player's mutant will go head-to-head with the two bosses, The Juggernaut and Magneto. Like in Street Fighter Alpha: Warriors' Dreams, each mutant has a special power that can be unleashed upon opponents by performing certain combinations of button and joystick movements. The amount of damage a mutant's special power will do depends upon the amount of energy the character has stored up in his power meter. Energy is stored in the power meter when your mutant is hit, blocks a hit, or attacks his opponent.