X-Men II: The Fall of the Mutants

In X-Men 2: The Fall of the Mutants the player must assemble a team of five X-Men from a selection of fifteen, and eliminate the evil mutants while playing in a top-down RPG-style environment. When battles commence the player has two choices for how the combat takes place: either side-scrolling action, or turn-based RPG-style combat. The game is the sequel to Paragon's 1989 release X-Men: Madness in Murderworld. (mobygames.com)