Marvel: Ultimate Alliance 3
Marvel Ultimate Alliance 3 Title Cover.jpg
Developer(s) Vicarious Visions
Publisher(s) Activision
Platform(s) WiiU, Xbox One
Genre(s) Action RPG
Series Marvel: Ultimate Alliance series
Predecessor Marvel: Ultimate Alliance 2
1-4 players
Media Included Marvel Comics


While chasing the Wrecking Crew through New York's subway system: Iron Man, Captain America, Spider-Man, and Thor also end up fighting Skrulls. Once the Wrecking Crew are dealt with, the Skrulls are sent to the Raft for interrogation. Meanwhile, in D.C., a meeting is taking place on the limits of the Superhuman Registration Act. A squad of heroes is sent to protect the meeting. However, said meeting appears to be crashed by Blizzard, oddly enough pursued by Taskmaster. "Blizzard" attempts to teleport the President, but it fails and is taken down by Taskmaster. Taskmaster explains that "Blizzard" is really a Skrull. Taskmaster then heads off to uncover more Skrulls. The team receives a transmission of a S.H.I.E.L.D. platoon under attack. While making their way downtown, the team is attacked by Venom, who wants revenge on the U.S. government for inadvertently creating the Fold. After defeating Gargan, the squad finally makes its way downtown to see Rhino in a fight with She-Hulk & Daredevil. The squad fights Rhino, but he manages to take down She-Hulk, revealing her a Skrull. The squad fights "Daredevil" with Rhino, Taskmaster finding and helping the 5 take down "She-Hulk" again (at the end of the fight). The villains propose a temporary truce to defeat the Skrulls left on Earth.

On a search for the real Daredevil & She-Hulk: S.H.I.E.L.D. gets a lead from, surprisingly, Vulture. Taskmaster contacts the Sinister Six, and Doctor Octopus is willing to spare Sandman. The squad is also joined by Cable, Kraven the Hunter (hired by Taskmaster), and Penance. Once sneaking inside, the team finds Skrulls with Vulture (recently), Cable (also recently), and Daredevil captured; with She-Hulk has been moved from the facility. After freeing the superhumans, a fight ensues across the facility, with the Vulture & Cable imposters taken down. However, a Ghost Skrull confronts the team. Upon his defeat, the Ghost Skrull reveals that the Skrulls have infiltrated every superhuman organization by this point.

The Ultimate Alliance becomes a separate faction, and receive word of a S.H.I.E.L.D. transport being redirected to a Roxxon facility. The Alliance loses contact with Storm, who was sent to investigate. Therefore, a recovery team is sent to the facility. Once there, the team makes their way inside the base to find the Living Laser. Laser says that the Skrulls have redirected (or have imposters doing the job) the S.H.I.E.L.D. transports, and that they specifically contain android components. Laser also reveals that he saw mutants taken prisoner by the Skrulls, including Storm. The team fight Skrull versions of Quicksilver & Sunfire before fighting a Storm Skrull in the room where the mutants are being held. After defeating said Skrull, the mutants are freed.

The UA receives intelligence on a Maggia operation in downtown Manhattan. The intel itself was gathered by symbiote superhero Toxin. However, unlike last time, Toxin has managed to escape and now a UA squad is sent to help. Arriving to the Maggia op's location, the squad fights its way through the Maggia forces. Back up arrives in the form of a New York Police Department patrol. But the Maggia sends in Shockwave & Force in res[ponse. Fortune smiles when another Sinister Six member stumbles across the fiasco of gunfire, this one being Electro. The battle ends with UA confiscating several of the crates of weapons being loaded onto trucks, the Maggia escape with the rest. What's inside is the twist, the crates contained the weapons in the S.H.I.E.L.D. transports a few weeks back; meaning, of course, the Maggia have been infiltrated by the Skrulls as well (Shockwave & Force were Skrulls as well). Meanwhile, Edward "Eddie" Brock sees the UA squad leave and decides to do so as well.

The UA attempts to contact the Fantastic Four to help them against the Skrulls & to create something to identify Skrull imposters from humans. However, after two failed attempts to radio the Baxter Building, the squad is sent once again for investigation. Getting inside, the team reaches the 35th floor; only to discover a captive Fantastic Four, their captors of course being the Skrulls. After besting them and a repurposed Dragon Man android, the team frees the Four and escape.

2 weeks later, word gets out of a recent attack at the Vault. The UA sends out the squad once again for investigation. Upon arrival: they are approached by the Winter Soldier (after the Fold's defeat, Winter Soldier decided to reform) who was put in charge of the Vault by S.H.I.E.L.D. The five fight the inmates until they encounter the Klaw, who manages to incapacitate Winter Soldier. After his defeat, they find War Machine fighting mutant supervillain Whirlwind. A S.H.I.E.L.D. agent says that War Machine was the one attacking the Vault. After fighting through the Iron Cross, Crossbones, and Grim Reaper: the team sees Whirlwind knock War Machine's faceplate off his helmet, revealing a Skrull in the armor. After the team defeats the Skrull and heads back to base, its revealed that the attack on the Vault was to once again plant seeds of doubt about superheroes in the minds of people (which was a reason the Skrulls have manged to get the Secret Invasion officially started in the first place).

Another two weeks pass, and a Hammer Industries facility is attacked by what appears to be the Crimson Dynamo. Upon arrival, the team makes their way to find Dynamo interrogating Justin Hammer on the progress of the updated Dreadnoughts. Hammer says the company finished the prototype, and that it's kept in storage. Dynamo notices the heroes, incapacitates Hammer, and taunts them as he races towards the storage area of the facility. Dynamo beats the team to the Dreadnought, but Iceman arrives with Valentin Shatolov (without his armor). This comes to no surprise that the "Crimson Dynamo" raiding one of Hammer's weapons facilities is in reality, a Skrull. The Skrull activates the Dreadnought, and leaves as he downloads the blueprints for the Dreadnought prototype into his armor. The prototype manages to injure Iceman before it is destroyed. The team finds the Skrull on the roof of the building, and proceeds to attack. Before his defeat, the Skrull manages to send the blueprints to wherever the Skrulls managed to set up shop on Earth (which was what he was doing on the roof). Since the UA destroyed his old one: Shatolov builds an upgraded version Crimson Dynamo armor, and forms a truce with them.

Following a 2-week time jump, the UA tracks down the weapon shipments organized by the Skrulls to the San Diego Zoo. Once the team arrives at midnight, backed up by X-Man Cyclops, the heroes are met with strong resistance. The team are once again confronted by Venom, the symbiote having detected someone in the vicinity, but he is once again defeated. During that debacle, Eddie Brock observes the heroes leave at a safe distance. The squad discover a secret bunker under the zoo, created by the Skrulls. Plowing through security, they discover supervillain team, the Ani-Men, stealing data about the Skrulls. During the resulting battle, the Ani-Men are forced to retreat at the arrival of another Sinister Six member: the Lizard; who sent as a reinforcement by Doc Ock. The six superhumans make their way into a weapon creation lab, run by Skrullian assassin & scientist X'iv. Not ready for their arrival, he is forced to release mind-controlled supervillain Iguana upon them. After Iguana is defeated: X'iv manages to evacuate the lab, with the team pondering how the Ani-Men knew about the Secret Invasion.

The Alliance tracks down the Ani-Men to an abandoned area in Hell's Kitchen. A squad is sent to rendezvous with Luke Cage & Iron Fist. But upon arrival, they discover that this is a supervillain hideout, and are subsequently ambushed by the Griffin. He is quickly defeated but are confronted by the Shocker and Mister Fear, who are knocked out by Luke Cage & Iron Fist. The six storm the base defeating along the way Tiger Shark, Armadillo, both Blackouts, Mentallo, the Purple Man, the Controller, the Wizard, and Madame Masque; until finally confronting the man coordinating the group, the Hood. It appears that the Ani-Men, as well as the Wrecking Crew (who were imprisoned in the Vault before the breakout), have been convinced by the Hood into a supervillain crime syndicate. The Hood is defeated, but it's soon revealed that another member of the gang, the Slug, has already been replaced by a Skrull, having been trained with strong mental blocks to protect his mind from mental detection by the Hood. The Skrull tries to contact help, but is discovered by the Hood and killed. In the confusion, Hood manages to teleports him and the gang out of the base.

to be added


Marvel: Ultimate Alliance 3 borrows much of its gameplay from its predecessor. The game allows players to select a team of four given characters from an even larger pool of heroes and villains; team members are interchangeable and may be swapped during gameplay. General gameplay mechanics are similar to those of the X-Men Legends series. The game is played from an isometric dungeon crawl perspective, supporting up to four players simultaneously.

Fusions return. Each version features an updated character progression system, with each character having four core powers that evolve as the character levels up. A rock-paper-scissors mechanic is also implemented.

  • green types are strong against purple types, but weak against skyblue types.
  • skyblue types are strong against green, but weak against yellow types.
  • yellow types are strong against skyblue, but weak against red types.
  • red types are strong against yellow, but weak against purple types.
  • purple types are strong against red, but weak against green types.


see full information here

Ultimate Alliance (Playable Characters)
Alternate Costumes
  • A-Bomb (Abomination)
  • Anti-Venom (Venom)
  • Captain America (Marvel Cinematic Universe) (Captain America)
  • Imposter Carnage (Carnage)
  • Ultimate Cyclops (Cyclops)
  • Daken (Wolverine)
  • Yellow Daredevil (Daredevil)
  • Ultimate Deadpool (Deadpool)
  • Classic Doctor Octopus (Doctor Octopus)
  • Ultimate Electro (Electro)
  • Ghost Rider (Danny Ketch) (Ghost Rider (Johnny Blaze))
  • Hobgoblin (Green Goblin)
  • Ultimate Human Torch (Human Torch)
  • Hydro-Man (Sandman)
  • Ultimate Iceman (Iceman)
  • Ultimate Invisible Woman (Invisible Woman)
  • Classic Iron Fist (Iron Fist)
  • Iron Monger (Crimson Dynamo)
  • Ultimate Juggernaut (Juggernaut)
  • Classic Living Laser (Living Laser)
  • X-Man Magneto (Magneto)
  • Ultimate Mister Fantastic (Mister Fantastic)
  • Classic Ms. Marvel (Ms. Marvel)
  • Unmasked Mysterio (Mysterio)
  • Ultimate Thing
  • Phage (Toxin)
  • Phoenix (Jean Grey)
  • Power Man (Luke Cage)
  • Red Hulk (Hulk)
  • Rhino (Amazing Spider-Man 2) (Rhino)
  • Spider-Man 2099 (Spider-Man)
  • Stegron (Lizard)
  • Ultimate Storm (Storm)
  • Marvel Ages Power Pack Taskmaster (Taskmaster)
  • Thor (Marvel Cinematic Universe) (Thor)
  • Ultimate Thing (Thing)
  • War Machine (Iron Man)
  • White Tiger (Black Panther)
  • Classic Whirlwind (Whirlwind)
  • Winter Soldier (Marvel Cinematic Universe) (Winter Soldier)
  • Ant-Man (Marvel Cinematic Universe) (Ant-Man)
  • Azazel (Nightcrawler)
  • Ultimate Doctor Strange (Doctor Strange)
  • Horseman of Death (Gambit)
  • Ironclad (Colossus)
  • House of M Psylocke (Psylocke)
  • Ultimate Punisher (Punisher)
  • Ultimate Sabretooth (Sabretooth)
  • Scarlet Witch (Marvel Cinematic Universe) (Scarlet Witch)
  • Scorpion 2099 (Scorpion)
  • Carnage Cosmic (Silver Surfer)
  • Ultimate Spider-Woman (Spider-Woman)
  • Ultron (Marvel Cinematic Universe) (Ultron)
  • Vision (Marvel Cinematic Universe) (Vision)
  • Wendigo (Beast)
  • Whiplash (Marvel Cinematic Universe) (Whiplash)
Nonplayable Characters

see full information here



  1. NYC Subway System
  2. Washington D.C.
  3. Abandoned A.I.M. Base
  4. Roxxon Lab
  5. Maggia Operation
  6. Baxter Building
  7. The Vault
  8. Hammer Weapons Lab
  9. San Diego Zoo
  10. Hell's Kitchen

Voice Cast

  • Adam Bobrow - Iceman
  • Adam Jennings - Whirlwind
  • Alicia Coppola - She-Hulk Skrull
  • Andrew Kishino - Danny Ketch
  • April Stewart - Ms. Marvel
  • Benjamin Diskin - Penance
  • Beau Weaver - Scorpion, Tiger Shark
  • Bill Fagerbakke - Hydro-Man
  • Brent Spiner - Purple Man
  • Brian Bloom - Daredevil, Daredevil Skrull
  • Chris Cox - Silver Surfer
  • Christopher Daniel Barnes - Spider-Man 2099
  • Clancy Brown - Taskmaster
  • Corey Burton - Cat-Man
  • Crispin Freeman - Winter Soldier
  • Danica Mckeller - Invisible Woman
  • Danny Mann - Wizard
  • David Kaufman - Human Torch
  • Dave Boat - Hood, Phage
  • Dave Whittenburg - Wrecker
  • David Kaye - Captain America
  • David Sobolov - Force Skrull
  • Dawnn Lewis - Storm, Storm Skrull
  • Dee Bradley Baker - Blackout (Marcus Daniels), Mentallo, Nightcrawler, Stegron, Wendigo
  • Dmitri Diatchenko - Sandman
  • Elizabeth Daily - Spider-Woman
  • Eric Loomis - Iron Man
  • Eric Visbit - Kraven the Hunter
  • Fred Tatasciore - Beast, Carnage, Hulk, Red Hulk, Thing, Thunderball, White Tiger
  • Greg Eagles - Super-Skrull
  • James Arnold Taylor - Bulldozer, Lizard, Mysterio
  • James C. Mathis III - Black Panther
  • James Horan - Doctor Strange, Ultron
  • James Spader - Ultron (Marvel Cinematic Universe)
  • Jason Flemyng - Azazel
  • Jason Spisak - Justin Hammer
  • James Sie - Sunfire, Sunfire Skrull
  • Jeff Bridges - Iron Monger
  • Jim Cummings - Armadillo, Thor
  • Jimmy Wood - Crossbones
  • John DiMaggio - Ape-Man, Griffin, Juggernaut, Anton Vanko
  • John Kassir - Scorpion 2099, Venom (Mac Gargan)
  • Josh Keaton - Spider-Man
  • Kate Higgins - Scarlet Witch
  • Keith Ferguson - Cable, Cable Skrull
  • Keith Szarabaijka - Toxin
  • Khary Payton - Luke Cage
  • Kimberly Brooks - Psylocke
  • Kirk Thornton - Electro
  • Lex Lang - Blackout (Lilin)
  • Lisa Zane - Madame Masque
  • Loren Lester - Iron Fist
  • Marc Worden - Punisher
  • Mark Hamill - Hobgoblin, Klaw
  • Mark Hildreth - Quicksilver, Quicksilver Skrull
  • Matt Hullum - Shockwave Skrull
  • Michael Benyaer - Blizzard Skrull
  • Michael Dobson - Ghost Skrull
  • Michael Donovan - Iron Cross
  • Michael Gough - Piledriver
  • Michael Kopsa - Controller
  • Michael Tann - Gambit
  • Mickey Rourke - Ivan Vanko
  • Mitch Lewis - Ironclad
  • Molly Hagan - Jean Grey
  • Nolan North - Bird-Man, Cyclops, Deadpool, Johnny Blaze, Living Laser, Mister Fear, War Machine, War Machine Skrull
  • Paul Rudd - Scott Lang
  • Peter Lurie - Sabretooth
  • Phil LaMarr - Daken
  • Rick D. Wasserman - Grim Reaper, Shocker
  • Robert Atkin Downes - Abomination, Crimson Dynamo, Crimson Dynamo Skrull, Rhino
  • Robert Clotworthy - Mister Fantastic
  • Robert Englund - Vulture, Vulture Skrull
  • Roger Rose - Vision
  • Samuel Vincent - H.E.R.B.I.E.
  • Seth Green - A-Bomb
  • Steven Blum - Carnage Cosmic, Green Goblin, Wolverine, Venom (Eddie Brock)
  • Tim Russ - Colossus
  • Tom Kane - Magneto
  • Tom Kenny - Doctor Octopus
  • Travis Willingham - Slug Skrull
  • Troy Baker - Frog-Man
  • Wally Wingert - Yellowjacket
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