The S-Men are a group of super-villains who were formed by a clone of Red Skull to serve as his version of the X-Men with the main objective to destroy mutantkind. They first appeared when they attacked Rogue and Scarlet Witch near the grave of Professor X. The S-Men defeated Rogue and Scarlet Witch and managed to make off with Professor X's body while taking Rogue and Scarlet Witch as their captives. The S-Men held Rogue and Scarlet Witch as prisoners of Red Skull as he fuses part of Professor X's brain with his own. Rogue managed to absorb some of Dancing Water's powers to escape and look for Scarlet Witch.
Leader:
The Red Skull
Members:
Ahab
Goat-Faced Girl
Dancing Water
Insect
Mzee
Living Wind
Dangerous Jinn
Honest John