For me ....
Pros:
* characters I like and am familiar with (speaking of xmen in general as well as certain xmen i am particularly fond of)
* unique moves, abilities, and design for each character (not simply clones in different clothes)
* upgradable and customizable characters
* the progressive nature of the hints and danger room helps me a lot (mainly because this is the first video game I have played sine NES so I am not used to the controls or amount of coordination required to handle the controler)
* Watcing Nightcrawler do his leap of faith ability alone just makes me smile
* The options for sparring in the danger room are neat (playing as some of the enemies you've unlocked, as well as playing as the characters with fully upgraded abilities, etc.)
* It really captures and emphasizes the team work nature of xmen
* Up to 4 people can play on away missions
* graphics and music
* Though mainly a slash-em-up sort of thing, there is some actual story and a couple missions that are not purely seek and destory (there are parts where you have to lead helpless persons out within a time limit all the while avoiding dangers, etc.)
* Patrick Stewart's voice... 'nough said.
Cons:
* hearing "Combo" shouted all the time gets old quick (or maybe I do too many combos?)
* it's not _always_ multiplayer capable - some scenes (esp at the beggining) are for 1 or 2 people only. This gets a little annoying if you have 4 people who are waiting to play
* camera view gets a little awkward at some of the more 'cluttered areas' (like running through alleyways in a city scene
* if you have a favorite character from the series/comic/movie and happen to disagree with the way an ability is portrayed or character drawn, you may take it a bit too seriously (one of my friends is trying to get over why jean grey has short hair or how storms lightning strike should come from her hand, not from above). But that's a matter of artistic differences
* the included instruction booklet offers no real assistance to people who are otherwise unfamiliar with the concept of upgrading characters/abilities, etc. (though, in the game's defense, everything is pretty clearly explained on screen while you're trying to do the stuff like upgrading)
* the methodology behind the three equipment slots has yet to make sense to me - i.e. the first slot seems to be for "anything" that helps with offensive powers (be it bands, cloak, etc.) (but maybe I am just too used to the idea of body slots from D&D)
* there will always be characters you wished would be there ...
I have yet to get anywhere near completing the game so I do not know what the replay value is like... but I would _guess_ that it is fairly decent if you decide you want to go back through focusing on a different set of characters as your 'core' favorites.
Anyway, I am sure that there is more for both of those lists... but bottom line is, I am really enjoying the game so far.