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1[[quoteright:300:https://static.tvtropes.org/pmwiki/pub/images/xmen_anime.png]]
2
3The third of the four Anime/MarvelAnime series based on Creator/MarvelComics and produced by Creator/{{Madhouse}}. This series aired in Japan on April 1st, 2011, and follows the adventures of the ComicBook/XMen in Japan as they confront the U-Men, a cult stealing and implanting mutant organs to strengthen their army, as they investigate the kidnapping of mutants in the area. The current team consisting of Cyclops, Wolverine, Storm, Beast, Professor X, new girls Armor and Emma Frost.
4
5Not to be confused with the [[WesternAnimation/XMenTheAnimatedSeries 1990s animated series]].
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7----
8!!Tropes:
9* AdaptationalAttractiveness: In the comics, Mastermind is an ugly man who used his powers to disguise himself as a handsome man while manipulating Jean. Here, [[spoiler:when Emma is able to use her diamond form to see through his disguise as Jun as it blocks her telepathy and shields her from others']], the handsome form ''is'' his true form.
10* AdaptationalBadass:
11** In the comics, the U-Men were slightly creepy D-list jokes, notable only for their connection to the big-name villain John Sublime. In this series, they're a major organization with considerable resources and a serious threat to the X-Men.
12** The show presents one of the most dangerous/competent versions of [[spoiler:Mastermind]], all media included. Here he is the leader of the Inner Circle, instead of the newest member who managed to enter by using a brainwashed Jean Grey as proof of his worth, even managing to escape unarmed after turning Grey into Phoenix. He's much more charismatic and intelligent, coming up with a nearly flawless plan entirely on his own and manipulating all the players involved into serving his goal. His powers also receive an upgrade as his illusions can fool even telepaths. Adding to that, he is a competent physical fighter (unlike his comic self who was a SquishyWizard), able to easily dodge kicks dealt by this version of Emma Frost. All these elements contribute to turning him into a valid BigBad instead of [[TheHeavy the muscle of a more important villain]] or a [[BigBadWannabe wannabe threat]] like he is in the comics.
13* AdaptationalHeroism:
14** [[spoiler:This Emma Frost played no part in this anime's version of ''ComicBook/TheDarkPhoenixSaga'' and had in fact left the Inner Circle before it happened. The only reason Cyclops assumes she was the one who corrupted Jean is because Mastermind disguised himself as her.]]
15** [[spoiler:Takeo is mainly the villain due to PowerIncontinence. His comic counterpart, Proteus, was a psychopathic villain who murdered innocent people ForTheEvulz.]]
16* AdaptationalModesty: Emma's White Queen outfit in this anime covers up much more of her body than her typical {{Stripperiffic}} attire from the comics.
17* AdaptationalNiceGuy: Emma is portrayed as much kinder and more sympathetic here than most other versions, and most of her negative personality traits barely even show up outside of her backstory. In fact, outside of some snarking she doesn't do a single mean thing to anybody.
18* AdaptationalRelationshipOverhaul: The comic versions of Scott and Emma were in a relationship at the time of this anime's release. Here, Scott starts out as hostile towards Emma because he believes she was responsible for Jean's death but warms up to her as she proves herself to the X-Men. They never get together onscreen, though there is the slightest hint of a ShipTease in the final episode.
19* AloofBigBrother: Scott gives off vibes of being a distant and somewhat harsh older brother figure while training Hisako at the Xavier Institute. [[spoiler:It's partially because Hisako's difficulties with her powers reminds him of what happened to Jean.]]
20* ApocalypseMaiden: [[spoiler:Jean]] becomes one in the prologue before [[spoiler:killing herself to save the world]].
21* ArtEvolution: Wolverine looks far more gruff like his comic book appearance, contrasted to the two previous anime series where he was more of a {{Bishonen}}.
22* AscendedExtra: Armor gets her first leading role in an adaptation here.
23* AscendToAHigherPlaneOfExistence: Implied to be the case with [[spoiler:Jean Grey in the first episode, and Takeo in the last]].
24* AudibleSharpness: Wolverine's claws.
25* BadassBiker: Wolverine and Cyclops. In one episode, both fight off a group of mutant hunting robots while riding their bikes. Also, Wolverine does it by getting close and using his claws, Cyclops simply charges in and uses his bike's [[CoolBike assortment of missiles and lasers]].
26* BatmanColdOpen: The series begins with the main cast using their powers to survive a battle with an out of control [[spoiler:Jean Grey]].
27* TheBerserker: Wolverine and Beast (emphasis on the former) have unstoppable feral rampages when extremely angry.
28* BigBad: [[spoiler:Mastermind is revealed to be the true collaborator of the U-Men and the one influencing Dr. Sasaki's experiments, all so he could infiltrate her compound and unleash her Omega-level mutant son, Takeo.]]
29* BigCreepyCrawlies: [[Riko's]] monster form is [[MixAndMatchCritters mashup of a scorpion and a dragonfly]].
30* BigFancyHouse: Aside from the X-Mansion, there's also Hisako's house which seems to be quite large (possibly because it's an inn of some sort).
31* BrokenAce: Before the first episode is finished, Scott endures [[spoiler:losing Jean]] and spends an entire year sulking where she died. He spends the rest of the series trying to hide his pain behind a stoic façade, but it's obvious that he's an emotionally broken man.
32* BodyHorror:
33** The U-Men are not kind to the mutants they kidnap, as seen with the kidnapped mutant child with X-Men encounter, whose grotesque transformation can only be described as a ShoutOut to Akira.
34** The U-Men themselves, particularly their foot soldiers, are gangly monstrosities with metal parts jammed into their flesh.
35** Koichi and Riko turn into massive twisted monstrosities as a consequence of their mutant powers going out of control [[spoiler:after taking an experimental drug meant to permanently suppress their mutations.]]
36* TheCameo: Angel, Colossus, Rogue, Nightcrawler, Deadpool, Captain Britain, and [[spoiler:[[Anime/MarvelAnimeIronMan Iron Man]]]] all show up very briefly in the finale.
37* CanonForeigner: Outside of Mastermind and Emma Frost, the members of the Hellfire Club were invented for the anime.
38* CaptainObvious: Beast. Logan loves pointing this out.
39-->'''Wolverine:''' Hank [=McCoy=], Ph.D.-ing on the obvious.
40* CasualDangerDialogue: Wolverine often makes quips amidst dangerous situations.
41* ChekhovsGunman: [[spoiler:Emma Frost can be seen controlling Jean/Dark Phoenix in the first episode.]]
42* TheChessmaster: [[spoiler:Mastermind]], he played ''everyone'' like a fiddle, the ''only'' reason he failed is that he underestimated the power of [[spoiler:Jean's love and Takeo's powers]].
43* ChunkyUpdraft: The series opens with this as Jean goes insane.
44* CompositeCharacter:
45** [[spoiler:Takeo]] is an amalgam of Legion (Prof. X's son with telepathic abilities) and Proteus (Moira's son with reality-warping abilities). He's basically ''ComicBook/UltimateXMen'''s Proteus with a RaceLift.
46** Mastermind takes over Sebastian Shaw's role as leader on the Hellfire Club/Inner Circle.
47* ContinuityNod: Hisako trains against a Sentinel in the Danger Room.
48* CrossdressingVoices: In the English dub, Creator/MaryElizabethMcGlynn voices the effeminate but clearly male Marsh. It's not as obvious as you might think.
49* {{Cult}}: The U-Men are billed as such.
50* DeadpanSnarker: Wolverine is once again the teams top snarker.
51* EvilIsVisceral: The U-Men are very fond of their creepy biotech.
52* {{Expy}}:
53** Dr. Sasaki is one of [[spoiler:Moira [=MacTaggert=]]], and by extension, [[spoiler:Takeo]] is a Japanese Proteus/Legion.
54** Marsh, a member of the Inner Circle in this show, is one for the character Gorgeous George. The two have similar designs ([[LeanAndMean slim]] with long hair) and [[BlobMonster the ability to transform into a liquefied state]].
55* FantasticRacism: The X-Men are apparently still dealing with this, though not to as harsh a degree as most other adaptations.
56* FatalFlaw: Hisako's fear of her powers keeps her from being able to use it completely voluntarily. She overcomes it later on.
57* FirstEpisodeTwist: [[spoiler:Jean dies.]]
58* {{Foreshadowing}}: Emma Frost and the Hellfire Club can be seen in the prologue.
59* GeniusBruiser: Beast, as always, is an eloquent scientist in addition to being a burly fighter.
60* GeniusCripple: Professor X, like every other incarnation, is a scholarly telepath confined to a wheelchair.
61* GetAHoldOfYourselfMan: [[spoiler:Logan to Cyclops after the latter hesitates in battle, almost getting Storm killed.]]
62* GoodParents: Hisako's father and mother are very kind people who are very supportive of their daughter, especially noteworthy considering Hisako is a mutant.
63* HealingFactor: It wouldn't be Wolverine if he couldn't regenerate from his injuries.
64* HeartbrokenBadass: [[spoiler:Cyclops really didn't take Jean's death in the prologue well, and it still mourning her years later. His CharacterDevelopment has him coming to terms with her death and stepping back up as the team's leader.]]
65* HeroicBSOD: Cyclops has one in the first episode, due to [[spoiler:Jean dying in the prologue. As of the second episode, he still seems to lapse into it from time to time]].
66* HimeCut: Hisako, despite her not being from a notable upper-class family. It seems to be more meant to play into her design as a standard Japanese school student.
67* HumansAreBastards: Granted, this is an X-Men series, but the U-Men take this to a new height.
68* {{Hypocrite}}: After Scott attempts to attack Sublime's mech with his EyeBeams, [[EyepatchOfPower Sublime]] calls Scott a "One-eyed freak".
69* InstantArmor: Armor's mutant power.
70* KickChick: When she isn't just using her telepathy, Emma Frost seems to almost exclusively kick her opponents.
71* LaserGuidedKarma: [[spoiler: After Mastermind tortures Takeo to force the boy to unleash his full power, he's taken out when Takeo crushes him with pipes]].
72* LetsGetDangerous: After spending the first half of the anime struggling with her powers, Hisako really pulls it together in episode 11 and becomes the deciding factor in the fight against Rat and Marsh.
73* MadnessMantra: One of the early enemies the X-Men face is rather obsessed with organs.
74* MaleGaze: A lot of this concerning the female X-men, particularly Storm and Jean. If there's a shot from behind, you ''will'' get an eyeful of their rears.
75* MechaMooks: The U-Men's mindless, faceless combat cyborgs fill this role, despite [[BodyHorror not being entirely mechanical]].
76* MostCommonSuperpower: Storm, Jean, and Emma Frost are all very well-endowed super-powered women.
77* MythologyGag:
78** The David Haller Syndrome is named after Professor X's son Legion, in [[DependingOnTheWriter some of the subtitles]], though the actual voices are clearly saying "Damon".
79** "Now boarding for Madripoor at Gate ComicBook/{{X 23}}."
80** One of the young researchers working for Yui states that she's a big fan of Sunfire, a Japanese hero associated with the X-Men and ComicBook/UncannyAvengers.
81* NoodlePeople: The U-Men's cyborgs are impossibly, inhumanly lanky. Made worse because [[BodyHorror they clearly were once human, and odds are they didn't originally look like that]].
82* OhCrap: Wolverine literally says this word for word when Sublime attacks him with some heat generating weapons.
83* PersonOfMassDestruction: First [[spoiler:Jean when she loses control of the Phoenix, then Takeo after he'd been tortured by Mastermind]].
84* PosthumousCharacter: [[spoiler:Jean performs a HeroicSacrifice in the prologue to stop the Phoenix Force. Her continues to weigh on the team, particularly Cyclops, for much of the anime.]]
85* PowerIncontinence: Koichi and Riko turn into large deformed monstrosities as a result of their mutant powers going out of control. [[spoiler:It turns out to be a result of an experimental drug that was meant to permanently suppress their abilities.]]
86* PsychicPowers: Professor X, Jean Grey, and Emma Frost, in keeping in line with their comic counterparts, are all masters of telepathy. [[spoiler:Jean Grey under the effects of the Phoenix Force and Takeo elevate their psychic powers to near-RealityWarper levels.]]
87* RaceLift: [[spoiler:Yui Sasaki]] and [[spoiler:Takeo]] are Japanese {{Exp|y}}ies of [=Moira MacTaggert=] and Proteus.
88* RealityWarper: [[spoiler:Takeo]]'s power, which puts the entire world in jeopardy.
89* RedHerring: Emma Frost was mainly accused (especially by Cyclops) as the one who made Jean lose her sanity with the Phoenix Force. [[spoiler:The Emma seen by Scott was an illusion made by Mastermind knowing that Emma might join the X-Men after her departure from the Hellfire Club.]]
90* RedOniBlueOni: Wolverine and Cyclops naturally have this dynamic, and Wolverine points out that when Cyke's HeroicBSOD puts Wolverine in the Blue Oni role, something is ''seriously'' wrong.
91* RevealingCoverup: The U-Men assassinate any police officer trying to investigate the disappearance of teenagers in Tohoku, publicly revealed as an "unfortunate death".
92* SadClown: Wolverine comes across this way with his cynical GallowsHumor, particularly if this series canonically takes place some time after the events of his own series.
93* SailorFuku: Hisako/Armor wears one as a civilian just to drive home that she's a Japanese school student.
94* SayMyName: Cyclops to Jean in the prologue.
95* SequelHook: [[spoiler:TheStinger at the end of the series has a shot of Magneto's jail cell with a hole blown through it, and ends with "The adventures of the X-Men will continue..."]]
96* ShipperOnDeck: Hisako appears to ship Scott and [[spoiler:Emma]] in the final episode.
97* ShipTease: There's a little teasing of [[spoiler:Cyclops and Emma]] near the end of the last episode.
98* ShootTheDog: A recurring theme throughout the series.
99* ShoutOut: The visual style, U-Men as villains, and Emma Frost joining the group and developing her secondary mutation are all reminiscent of the Creator/GrantMorrison run.
100* SpikeShooter: Rat can shoot spikes from his mouth.
101* TheSpiny: Rat can sprout sharp strikes along his body.
102* SugarAndIcePersonality: Emma Frost is rather curt with the X-Men when she's first rescued, but she's much more openly friendly and even motherly to Hisako. [[spoiler:After it's revealed that she wasn't behind Jean losing herself to the Phoenix Force, she starts warming up to the X-Men as well.]]
103* SunglassesAtNight: Cyclops. Just like with every other iteration of his character, his shades keep him from uncontrollably firing his eye lasers.
104* ThereAreNoTherapists: Subverted, Logan and Hisako tell Emma, who is a licensed therapist, about Scott's emotional problems off-screen. Which she later confronts Scott about personally.
105* TragicKeepsake: Scott keeps Jean's necklace as one, [[spoiler:until he gives it to Hisako in the finale as a sign that he's ready to move on]].
106* WoobieDestroyerOfWorlds: [[spoiler:Takeo is just a scared and confused boy who happens to be an Omega-level mutant with uncontrollable world-ending powers. He only puts them to use in the final episode because Mastermind tried to mentally torture him into subservience.]]
107* WellIntentionedExtremist: [[spoiler:Sasaki seeks to create a serum that will eradicate the mutant gene, not out of hatred for mutants but to spare them the hatred and violence they are often subjected to from bigots. To this end, she collaborates with the U-Men and is indirectly responsible for the large mutant monstrosities the X-Men are forced to face throughout the series. She also isolates Takeo from civilization because of his powers for his and everyone else's protection.]]
108* WithGreatPowerComesGreatInsanity: When [[spoiler:Mastermind tampers with Takeo's mind, forcing him to unleash his reality warping powers]]. The boy goes completely dark side and insane.

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