When Telos saw the first two X-Men films, he thought they were great and decided to see all the other Marvel films he could get his hands on. However, he was severely disappointed by X-Men: The Last Stand. The special effects were great, but Cyclops was killed off quite early and Mystique lost her powers, not to mention how ridiculously powerful they made the Phoenix. Like, blowing people up? Come on! The story lacked depth, and characters that he hoped to be included, such as Blob, Avalanche, Quicksilver, Scarlet Witch, Gambit, Omega Red and maybe even Emma Frost were absent. Nightcrawler did not appear and his absence was never explained (in-film at least, but they still could have mentioned him), and Telos thought that Toad and Sabretooth shouldn't have died in the first film. Thus, Telos decided to make his own version. However, he knew he would never get permission to completely remake the third film (not to mention he didn't know how!), so Telos re-wrote the story and put his writing skills to the test to make X-Men 3: Ominous! To read it, check out the Chapters section just beneath the contents. Any comments or ideas would be greatly appreciated! Thanks!

Note: You may find this online novel/story difficult to read and understand if you:

  • Haven't watched the first and second X-Men movies
  • Don't know much about the X-Men


Chapters 1-5

Chapters 6-10



  • James 'Logan' Howlett/Wolverine
  • Ororo Munroe/Storm
  • Scott Summers/Cyclops
  • Kurt Wagner/Nightcrawler
  • Jean Grey/Phoenix
  • Professor Charles Xavier
  • Henry 'Hank' McCoy/Beast
  • Remy Lebeau/Gambit
  • Anna Marie/Rogue
  • Piotr 'Peter' Rasputin/Colossus
  • Robert 'Bobby' Drake/Iceman
  • Katherine 'Kitty' Pryde/Shadowcat
  • Warren Worthington III/Angel

Brotherhood of Mutants

  • Eric Magnus Lensherr/Magneto
  • Toad
  • Raven Darkholme/Mystique
  • John Allerdyce/Pyro
  • Victor Creed/Sabretooth
  • Dominic Petros/Avalanche
  • Fred Dukes/Blob
  • Pietro Maximoff/Quicksilver
  • Wanda Maximoff/Scarlet Witch
  • Cain Marko/Juggernaut

Other Villains

  • Arkady Rossovich/Omega Red
  • Lady Deathstrike
  • Jamie Madrox/Multiple Man
  • Sentinels
  • Jean Grey/Phoenix
  • Apocalypse (cameo appearance)
  • Mr. Sinister (cameo appearance)

Behind the Scenes

  • The story was originally a lot closer to the film, with Professor X's death and the cure.
  • When Telos first started writing X-Men 3: Ominous, he had just finished watching the fourth season of X-Men Evolution and imagined the characters closer to their X-Men Evolution incarnations.
  • Also, Telos has X-Men: The Official Game and is well aware that this novel/story completely contradicts it (and 'borrows' some elements from it).
  • Most of the pictures are from loadscreens of X-Men Legends, except for the one of Sabretooth jumping onto a truck, which is an edited screenshot from X-Men Evolution.

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