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 &/or Psylocke were absent. Nightcrawler did not appear and his absence was never explained, and Telos thought that Toad and Sabretooth shouldn't have died in the first film. Thus, Telos decided to make his own version. However, h