X-Men II: Fall of the Mutants is an action-adventure game for DOS, developed and released by Paragon Software in 1990. It follows the story of the X-Men crossover storyline "Fall of the Mutants". The game is the sequel to Paragon's 1989 release X-Men: Madness in Murderworld.
The game uses an overhead view during normal play as characters move around the map, as they look for enemies, health crates, and traps. When the X-Men encounter an enemy, the game switches to a side view close-up during the battle scenes. In each level the object is to search for a pair of Freedom Force members and defeat them in battle, but only the defeat of one villain will send the player's team to the next level. After completing enough levels the heroes are thrust into battle with the Adversary himself.