X-Men Legends II: Rise of Apocalypse is an action role-playing game developed primarily by Raven Software and published by Activision. It is the follow up to 2004's X-Men Legends. It is set after the events of X-Men Legends and features the mutant supervillain Apocalypse as the primary antagonist.

The developers intended the game to have a greater sense of scale than its predecessor, with a story where the villains known as the Brotherhood of Mutants would need to ally themselves with the X-Men to defeat a greater threat.