In 1979, no one wanted to make a Marvel movie.

Alice Donenfeld-Vernoux, a former vice president of business affairs at Marvel, had one mission during the late ’70s: Bring the comic company’s heroes to the big screen. The executive, who later helped Filmation launch He-Man and the Masters of the Universe, founded Alice Entertainment, and wrote a few novels (ranging from erotic romances to canine-themed mysteries), now lives an idyllic retired life down in Mexico, and can only laugh thinking about the pile of gold she tried to hand off.

“I’ve often wondered if any of the guys that I pitched to at the majors thought about the fact that they had turned down Spider-Man and the Incredible Hulk,” Donenfeld-Vernoux says. “I often wonder if they rue that day.”

Donenfeld-Vernoux’s chase for Marvel cinematic glory came four years after Jaws, two years after Star Wars, and a year after Richard Donner’s Superman, at that point one of the most expensive movies of all time. Despite the ’80s launching a handful of ripe-for-franchising blockbusters and the next comic book event film, 1989’s Batman, Marvel couldn’t sell Hollywood on its “niche” roster. In 1996, the company filed for bankruptcy.

Marvel’s last-ditch effort for cash was a character licensing bonanza, an effort that finally brought the characters to the silver screen (starting with 1998’s Blade). But the movie that changed show business’ perception of comic books, and kicked off a franchise that lasted until this month’s Dark Phoenix, was 2000’s X-Men — a movie Donenfeld-Vernoux wanted to make 20 years earlier.

Of all the Marvel rejections, X-Men was the concept that almost happened in the ’80s. But after speaking to those who wanted to bring the comic to life, and reading treatments and scripts for multiple adaptations generated at that time, an alternate timeline in which the movie actually happened is one fans might be happy was left out of canon.

“Every one of them would say to me, ‘We’re not going to make a movie of any of your dumb superheroes. The theaters are going to be dark at night. We can’t play kids movies after 6 o’clock at night. It’s not worth the money,” Donenfeld-Vernoux recounts dryly. “I wish I had a buck for every time I got thrown out of one of the majors pitching a superhero movie.”

Fueled by an uptick in Marvel merchandise licensing, some headway in the animated cartoon world, and the success of Superman at the box office, Marvel was ready for its own box-office smash in 1979. The order came right from the top, with Stan Lee leading the charge, sending Donenfeld-Vernoux off to pitch anywhere and everywhere.

She introduced the characters and showcased the artwork. She touted the sales numbers and key demographics. She marched from boardroom to boardroom, from executive to executive, bouncing from Los Angeles to New York to the Cannes Film Festival in hopes of finding a buyer. But no matter what she and Lee tried, no studio wanted in.

In 1982, Donenfeld-Vernoux got a bite: Canadian animation studio Nelvana optioned the rights to the X-Men. Known for animated television, the studio was readying to release its first feature-length animated film, Rock & Rule, in 1983, and was interested in live action. Nelvana founder Michael Hirsh also understood Donenfeld-Vernoux’s vision; he found his way into animation after being a comic book die-hard.

“I had grown up with the Marvel Comics [...] and one of my partners at Nelvana, Patrick Loubert, had read the comics as well,” Hirsh says. “As we built our company Nelvana, which was actually named after Nelvana of the Northern Lights from the Canadian comics, we always kept an interest in comic books.”

The deal came together quickly: Nelvana would make the movie, and Marvel would run point on merchandising and supplement promotion with the books (at that time, the publisher sold nearly 5.5 million comics a month). A letter from Donenfeld-Vernoux to Hirsh in 1982 emphasized just what a big deal this was for Marvel:

I am secure that the usual reluctance on the part of licensees to go with film properties can be overcome in this instance as these characters are well known to our readers and will continue to be supported by our regular publishing plans. This allays the usual licensee’s fears of the movie coming and going leaving product with no visible media support. Michael, I cannot stress how eager everyone is to work on this project, we feel this is our first major film and the excitement level is high.

Soon after the deal was signed, Donenfeld-Vernoux left Marvel to join Filmation; she’d originally pitched the Marvel heroes to Filmation founder Lou Scheimer, who ended up pitching her right back, luring the executive onto He-Man and the Masters of the Universe. But the X-Men movie was in motion. Finally.

Audiences had some idea of what Marvel looked like in live action. In 1944, Captain America made the jump to black-and-white serial film as part of a deal with Timely Comics. The 1970s saw CBS’ The Incredible Hulk series and a slew of hokey made-for-TV movies that boasted titles like Captain America II: Death Too Soon. That helped the merchandise licensing, Donenfeld-Vernoux said, but the studios remained skeptical of how that success would translate to a theatrical film.

Hirsh insisted that Nelvana intended to make a live-action blockbuster out of their Marvel deal, and that the X-Men were chosen for their popularity. By the early ’80s, X-Men was Marvel’s highest-selling title, with their powers befitting the cutting-edge visual effects of the era. To write the movie, Hirsh made an obvious hire: Chris Claremont, who revamped and quickly defined the modern X-Men. Hirsh flew him up to Toronto for a few — in his words — “get-to-know-you sessions.”

“These are the characters, this is the story, this is the world. Is this something that you guys are interested in playing with?” Claremont recounts to Polygon, describing the meetings.

Claremont, who would go on to be involved with many attempts to bring the X-Men to the big screen (including a ’90s incarnation with James Cameron and Kathryn Bigelow), recalls that there was discussion of the Nelvana project being animated ⁠— a litmus test of sorts to see if a live-action theatrical movie would even work out for Marvel. Whatever the case, the movie would push the material as far as technology would allow at the time.

The writer penned two outlines for the potential X-Men movie, both starring Cyclops, Phoenix, Storm, and Wolverine, and Professor Xavier. The first version, dated June 1982 and called Rite of Passage, specifically focuses on Kitty Pryde. Claremont enters the world of the X-Men through the life of Kitty, following her journey from new recruit to part of the X-family. The villain is the heroine’s father, who, after trying to kill Professor Xavier while being possessed by an evil mutant named Proteus, turns against his daughter and uses his senatorial power to turn the country against the mutants. Meanwhile, Professor X grows weak from the possession, prompting his pupils to rise up and save him from being trapped in the astral realm. At the end of the day, the gang saves Xavier, Senator Pryde’s love for his daughter wins out, and everyone is happy.

The second outline, from 1983, also features Kitty, but takes a more macro focus on a global conflict between the X-Men and the Brotherhood of Mutants, putting their feud against the backdrop of the Cold War. At one point, Magneto raises an island from beneath the ocean and destroys a Soviet submarine full of nuclear warheads with his hands. Later, he creates a volcano in a distant Russian city and sets it off to send a message. At the end, after almost killing Kitty, Magneto realizes that he’s gone to far and turns to Charles for forgiveness.

“It is too late to change, Charles,” reads the script’s only line of dialogue. “I am too old. I have lived too long with my pain and my hate. But ... I will try.”

Claremont eventually stepped off the project to focus on writing novels and X-Men comics. (His book New Mutants launched in September 1982.) Nelvana, wanting to see the live-action project through, tapped comic writers Roy Thomas and Gerry Conway to take over treatment duties. Claremont wasn’t surprised by the handoff.

“[Roy and Gerry] were more senior in the hierarchy of Marvel, and had more experience in doing media work screenplays and more familiar with it,” he says.

Conway, though, says he never even knew Claremont was involved. In fact, the writer recalls the whole project with a particular distaste. From the get go, he says, the whole project felt off.

“We were approached by the producers, who asked us to write a screenplay for them without a treatment, which is unusual, and it was primarily because our quote was too high for them to include a treatment,” Conway says. “So we said, ‘We’ll write one draft for you on this lower quote because we wanted to work on the project.’ We ended up actually writing like three drafts for treatment, two drafts of the script, but we were never, ever aware that Chris had been involved in an earlier stage.”

By the time Conway and Thomas were onboard, Nelvana had secured a deal for distribution with Orion Pictures, which had seen major success with films like Caddyshack, Excalibur, Arthur, First Blood, and later that year, The Terminator. Two producers (who Conway can’t remember the names of) joined the project, and had thoughts.

“Neither one of them had any real experience as producers,” he says, “but they — to our misfortune — had read a book on screenwriting, so they felt they were totally qualified.”

Thomas and Conway’s first treatment, completed in January 1984, is similar to what Claremont imagined in his outlines. The focus is again on Kitty as she arrives at the mysterious academy for the first time. Proteus returns from Claremont’s first outline, though this time instead of mysteriously possessing bodies, he sucks the life out of bodies and has an alter-ego named Dr. Anton Lykos, who teams up with the Brotherhood (not the Brotherhood of Mutants … just the Brotherhood). In this version, Wolverine has his adamantium-soaked skeleton as the result of a car accident and at on point punches a man into a pinball machine.

“God, I love a good fight,” says a femme fatale right after Logan emerges victorious from his brawl. “It really gets the blood percolating.” As a subway gutter blows her skirt up, she gushes about Marilyn Monroe.

In the end, the X-Men team up to defeat Proteus and the enigmatic Brotherhood, and Kitty becomes part of the family.

The producers weren’t happy. The appeal, they felt, was too niche. So the duo wrote another treatment. Then another. And with each iteration, the X-Men movie deviated more and more from the X-Men comics, and Conway and Thomas grew more and more annoyed with the project. Born from growing frustration and producer meddling, the writing team eventually delivered a truly off-the-wall X-Men script.

In the film, Professor X and Cyclops travel the world to recruit superpowered humans in order to stop Proteus, who Conway and Thomas morphed from mere body possessor/life-sucker to an evil CEO who sucks life energy by night. He and a bunch of other world leaders want to take over the world. His evil plan: raise a continent from the depths of the Pacific Ocean.

There is no Xavier School. There is no seeded prejudice and struggle between the Mutants. Hell, there are no Mutants. The word is used once in the script, and even then it’s abbreviated, a blink-and-you’ll-miss it reference to “muties” from Logan. Also Professor X can walk.

“I guarantee you that almost every change that’s made of that script that moves it away from the traditional X-Men mythology was something that was instigated by the producers,” said Conway.

Cyclops, Storm, Wolverine, and Kitty are all back for the adventure, with Nightcrawler and Colossus also in the mix. But despite appearing in every iteration of the outlines and treatments, and being one of the most popular X-Men given after Claremont’s highly successful Dark Phoenix saga in 1980, Jean Grey does not make the cut.

In her place is a new character, Yoshi, a Japanese New Wave pop star with the power to transform materials. She likes all things cute, all things Godzilla, and all things Scott Summers. Yoshi is not as powerful as Jean Grey, but she does have a romance with Scott — and appeal to an international market. Conway says the producers asked for the character’s inclusion in order to pander to potential Japanese investors (though didn’t want to use the existing Japanese character, Sunfire).

Also joining the team is Kitty’s friend Bernie, who has no superpowers whatsoever, and is only let in on her secret because he followed Kitty to X-Men practice. Like in the treatments, Thomas and Conway’s script uses Kitty as the audience proxy, but producers insisted the viewpoint would turn off young boys. Enter: Bernie, who serves no purpose other than to poke his nose around and be a more age-appropriate love interest for 14-year-old Kitty than 19-year-old Colossus.

On the subject of distilling the core conflict of the X-Men — the struggle of acceptance in society and the different approaches and measures taken by Professor X and Magneto — Conway bristles.

“‘Mutants’ had a connotation that they thought would prejudice the studio against a project,” he told us. “A mutant was a monster if you were completely ignorant to comic book mythology, which one had to presume that a studio would be in the early 1980s.”

The X-Men’s final showdown happens on Easter Island, with the iconic statues playing a pivotal point. The villain and his daughter Carmilla, who earlier seduces Wolverine, are revealed to have a secret hideout in one of the heads.

“Easter Island statues are nowhere near as tall, obviously, as we have them in the script, but for the sake of having some fun, my favorite bit was just plunging out of the nose,” Conway says, referencing a moment where Carmilla and Logan fight and she plummets from a statue’s nostril. “By that point, I think we were pretty punch drunk, just trying to get through another draft.”

Unfortunately (or perhaps fortunately, if you ask Conway), Nelvana’s X-Men movie never made it past the script stage. The reason wasn’t quality: after a few highs in the early ’80s, Orion hit a snag.

Orion Pictures had its worst financial year in 1985, with all but two of the company’s releases flaming out at the box office. A special-effects-driven blockbuster on a property everyone else in Hollywood had turned down no longer made financial sense. In 1991, Orion filed for bankruptcy, though it managed to stay steady for a few years more — sweeping the Academy Awards with The Silence of the Lambs helped — before merging with Metromedia International Group to become MGM. By then, Nelvana no longer held the rights to the characters.

“Orion decided it wasn’t in their bailiwick. We lost the option and it went to Fox,” explained Hirsh.

Though Conway walked away from the debacle miffed, Michael Hirsh has no hard feelings over what happened with Orion. Nelvana went on to become an animation stable, and still creates and distributes animated shows to this day, Clone High, The Adventures of Tintin, and The Fairly OddParents among them. The company was sold to the larger Corus Entertainment in 2000, the year that the first X-Men movie came out. Hirsh now serves as CEO for WOW! Unlimited Media.

The alternate timeline where the first X-Men movie came out in the 1980s, the one Marvel dreamed of living in, may have been a dark one. Though born from enthusiasm, the version that came closest to production — a far cry from the one Alice Donenfeld-Vernoux pushed for, the one Michael Hirsh took on, the one Chris Claremont formulated — was eventually covered in Hollywood fingerprints.

“It was a disheartening experience working with amateurs who probably are now very successful film producers. That’s the nature of the business,” quipped Conway.

How would the ’80s version of X-Men changed superhero movies as we know it? Claremont, for one, doesn’t like to dwell on all those what-ifs. With every failed attempt, Marvel got closer and closer to finally nailing it. As the rights passed from Nelvana to Fox, as interested directors made the moves and then passed on the project, what would finally become the first Marvel theatrical feature got closer and closer to happening.

“God, we got almost to the starting line, but not quite,” said Claremont. “[X-Men (2000)] changed the game, because up until then everybody had looked on superhero films as losers. Then, the X-Men rolled in with a nine figure opening weekend, which nobody saw coming. That in turn set up Spider-Man, which in turn set up Captain America. And 20 years later we are in the world of today with Black Panther pulling in three Oscars and Into the Spider-Verse getting Best Animated Film. It’s a matter of being in the right place at the right time with the right project and ultimately the right creative and commercial talent on the other side to bring that project to life. Those stars back in the early ’80s weren’t in alignment.”