The S-Men are a group of supervillains 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. The team is made up of people who have all suffered atrocities at the hands of mutants during their life, including those who have seen their families slaughtered by evil mutants. With the help of Red Skull and Arnim Zola, these people have gone through lengthy and painful genetic alterations involving mad science and magical artifacts in order to gain the powers they now possess. They first appeared after the Avengers vs. X-Men storyline where 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 fused 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. Red Skull used Honest John to take the form of Odin in order to get Thor to help the S-Men attack the mutant race. Red Skull even used the Goat-Faced Girl to negate Wolverine's healing factor so that Thor can land a cataclysmic blow on him. Scarlet Witch and Havok assist Captain America in fighting Red Skull until Dancing Water got him out of there. Afterwards, Captain America and Havok search for leads on where to find Red Skull and the S-Men. During the AXIS storyline, the S-Men and their ally Ahab stop Magneto when he arrives on Genosha to attack Red Skull. Havok, Rogue, and Scarlet Witch are captured by the Red Skull's S-Men and sent to his concentration camp in Genosha. In a fit of rage over finding mutants being used for freak medical experiments, Magneto kills the entire S-Men. Honest John, Dangerous Jinn, and the unnamed monk were the only survivors of the attack.
Members
Goat-Faced Girl - Either a goat-masked woman or a humanoid goat woman who can negate the powers of anyone who is in close range of her.
Dancing Water - The illegitimate daughter of Avalanche whose body is made of water. She can manipulate her body as a weapon and also open gateways on the top of the surfaces of the water so that she can teleport herself and others across great distances.
The Insect - A man named Tsar Sultan who painfully transforms into an insectoid covered with toxic spikes protruding from his body.
Mzee - An extremely strong and tough humanoid tortoise man who is actually the avatar-host of an African god of destruction. He claims to be the sole survivor of an Ethiopian village which was massacred years ago by Magneto's people for still-unrevealed reasons which he witnessed while hiding in an oil drum to escape the slaughter of his people.
Honest John: The Living Propaganda - Appears differently to each person perceiving him and is able to influence people hypnotically, even to their dark side, using his gaze and his voice even through television screens.
Living Wind - A humanoid bat woman with wings and horns who is able to produce a gale-force 'Living Wind' from a box she carries.
Dangerous Jinn - An ancient djinn who has served the will of men for "eons", possessing the traditional magical powers, including flight, energy projection, and longevity.
