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Marvel: Ultimate Alliance 3

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Marvel: Ultimate Alliance 3 is a Marvel video game featuring several playable characters. The plot is similar to both of the previous Ultimate Alliances, as well as the in-game features.

Marvel: Ultimate Alliance 3

The characters can still do fusions, but they can also pick up simulator discs. You do not require a S.H.I.E.L.D. access point to alter your team, and characters come back to life immediately after dying. It also contains a split-screen when on multi-player mode and it has levels where the team is split in half son only two characters are accessible at a time. If more than two people are playing, they have the option of playing the levels at the same time, or the extra players will be able to participate, but only as allies found in that certain mission (i.e. an Elf or an Asgardian Warrior in the Muspelheim/Jotunheim mission). The plot consists of several elements.


First MissionEdit

It starts out with Nick Fury briefing the default team. He tells them that Norman Osborn has formed a new, smaller Masters of Evil, which consists of Scorpion, Carnage, Abomination, Madame Masque, M.O.D.O.K., Titania, Absorbing Man, and Whirlwind. Nick tells them Osborn has kidnapped both Captain America and Iron Man. He sends them off to the abandoned Oscorp facility, which is where the Masters of Evil are. The team is greeted by Madame Masque at the entrance but they easily take her down.

Once inside they have to defeat several Oscorp robots and they eventually get to the Genetics lab, where M.O.D.O.K. and Whirlwind are trying to make something for Osborn. After defeating them, the team discovers that Norman has lost his powers and they were trying to replicate the Goblin formula.

They venture on into the factory and in the zoo, where the failed experiments go, Abomination sets free all of the mutant animals, Scorpion among them. After he is defeated Abomination comes down to fight them but they defeat him as well. They wander throughout the factory and overcome several obstacles, caused by Oscorp technology. They eventually come across Absorbing Man and Titania trying to use Oscorp tech to make themselves stronger, bu t they are defeated.

After finding Carnage and beating him, he leads them to Osborn, but he betrays them and battles them again. He is defeated a second time and they knock him into Osborn's laboratory, where he is holding Cap and Iron Man in cages. Osborn takes a dose of un-perfected Goblin formula and mutates into a hulk-like creature. He battles the heroes but he is ultimately beaten.

Before they can set Cap and Iron Man free, Loki arrives and puts all four of them under a spell and they teleport away. Cap and Iron Man disappear from their cages.

Second MissionEdit

Loki and the team arrives on Asgard. He informs them that they are now under his control and they are going to help him free Doctor Doom's soul from Odin and then escape. The team mindlessly agrees to help Loki.

The five of them trek through the dark parts of Asgard, fighting many foul creatures. When they reach the dungeons they are attacked by Hermod, the God of Speed. Once he is defeated they enter. Several souls cry out for help, but Loki ignores them. They reach Doctor Doom, but the Warriors Three is there to stop them. They are defeated and Loki frees Doom's soul.

He frees the heroes from his spell and sends them back to Earth, while he and Doom remain on Asgard.

Third MissionEdit

Nick informs them on what Loki made them do. He says they don't have time to worry about him now. Magneto has kidnapped Rogue and the X-Men were ambushed by his forces. The team is then sent to Genosha to fight Magneto and free Rogue.

Once they arrive they sneak around the Island and get into Magneto's palace. They are attacked by Blob and Toad, who are defeated. As they are travelling through the hallways the wall forms into Mystique and Sabretooth corners them. They are defeated and they get into Magneto's throne room.

He reveals he is dying and he plans for Rogue to absorb his entire consciousness into her body. They defeat Magneto, but before he is completely brought down, Loki appears and blocks off the heroes. He offers Magneto a spot on the new Masters of Evil and he accepts.

They disappear, but the heroes free Rogue from her cage and she becomes unlocked.

Fourth MissionEdit

After returning to the Helicarrier, Nick informs them that he has recruited some people who could be of a lot of help. He reveals Doctor Octopus, Madame Viper, Electro, and Ultron. At first, the heroes are against it but Fury tells them he makes the decisions. Before anyone can argue further, the Helicarrier is attacked by Loki's forces and it begins falling.

The heroes have to repair the Helicarrier to make it fly again but after one of the jets is back online, another wing is blown up. Some agents go in and abduct Luke Cage, Iron Fist, and Black Widow from the cafeteria.

After the jet begins working normally again, the heroes go to the Cafeteria and try to stop the agents from getting away but it is too late and the heroes are gone.

Fifth MissionEdit


Default TeamEdit

Unlocked CharactersEdit

Locked CharactersEdit

Special Challenge CharactersEdit

This character can only be unlocked after completing a bonus mission after completing the game: </gallery> Storm (Revision).jpg|Storm </gallery>

DLC CharactersEdit


Storm (Revision).jpg|Storm

Alternate CostumesEdit

Each character has a default costume and two alternate costumes:

  • Spider-Man:
    • Amazing
      • 2099
      • Future Foundation
  • Jean Grey
    • Green Phoenix
      • First Class
      • Dark Phoenix
  • Thor
    • Ultimate
      • Classic
      • Beta Ray Bill
  • Hulk
    • Classic
      • Planet Hulk
      • Joe Fixit
  • Mister Fantastic
    • Fantastic Four
      • Future Foundation
      • Maker (Ultimate)
  • Invisible Woman
    • Fantastic Four
      • Future Foundation
      • Malice
  • Human Torch
    • Fantastic Four
      • Negative Zone
      • Advertisement Suit (Fantastic Four: Rise of the Silver Surfer)
  • Thing
    • Fantastic Four
      • Future Foundation
      • Angrir
  • Wolverine
    • Astonishing
      • Ultimate
      • X-Force
  • Storm
    • Astonishing
      • Ultimate
      • 90's
  • Iceman
    • Astonishing
      • Ultimate
      • First Class
  • Hawkeye
    • Ultimate
      • Classic
      • Ronin
  • Yellowjacket
    • Yellowjacket
      • Ant-Man
      • Goliath
  • Ghost Rider
    • Classic
      • Danny Ketch
      • Vengeance
  • Ms. Marvel
    • Classic
      • Warbird
      • Sharon Ventura
  • Rogue
    • Astonishing
      • 90's
      • Ultimate
  • Doctor Octopus
    • Classic
      • Ultimate
      • Rejuvenation Suit
  • Madame Viper
    • Classic
      • Modern
      • The Wolverine (film)
  • Electro
    • Classic
      • Ultimate
      • Ultimate Super-Charged
  • Ultron
    • Ultron Unlimited (AEMH)
      • Classic
      • Marvel: Ultimate Alliance (first video game)
  • Luke Cage
    • Modern
      • Power Man
      • Civil War
  • Iron Fist
    • Modern
      • Classic
      • Sorcerer Supreme
  • Black Widow
    • Modern
      • Monica Chang
      • Original
  • Deadpool
    • Classic
      • X-Men Costume
      • X-Force
  • Hulkling
    • Modern
      • First Costume
      • Skrull Captain Marvel
  • Winter Soldier
    • Winter Soldier
      • Bucky
      • As Captain America
  • War Machine
    • Modern
      • Ultimate
      • Original
  • Dracula
    • Marvel Comics
      • Folk Legend
      • Vampire Form
  • Captain America
    • Modern
      • World War 2
      • US Agent
  • Iron Man
    • Iron Man 3
      • Classic
      • Iron Patriot
  • Venom
    • Eddie Brock
      • Mac Gargan
      • Angelo Fortunato
  • Quicksilver
    • Modern
      • Classic
      • Ultimate
  • Scarlet Witch
    • Modern
      • Classic
      • Ultimate
  • Mysterio
    • Quentin Beck
      • Daniel Berkhart
      • Ultimate
  • Blink
    • Age of Apocaypse
      • Mainstream
      • Mojoverse
  • Phil Coulson
    • Modern
      • Agent of S.H.I.E.L.D.
      • HYDRA Costume (designed specifically for game)


The types of fusions include:

-Run-Around: Both characters run side by side, attacking their enemies

-Circle: A character with either enery powers or guns jumps into the air and shoots in a circle while the other attacks the bad guys from the ground

-Tornado: One character makes a tornaod while the other enhances it

-Fastball Special: Either the strong character throws the other character, or they rip out a piece of the ground and the other character shoots something into it

-Ground-Pound: Two strong characters jump up and down on the ground

-Charge: An energy character puts the strong character in a bubble as they charge around

-Gather: One character brings a bunch of bad guys together while the other attacks them at once

-Clothesline: Two energy characters blast at each other and move around, or an energy character blasts at someone with a force field

  • Spider-Man/Jean Grey: Tornado
  • Spider-Man/Thor: Tornado
  • Spider-Man/Hulk: Fastball Special
  • Spider-Man/Mister Fantastic: Run-Around
  • Spider-Man/Invisible Woman: Gather
  • Spider-Man/Human Torch: Circle
  • Spider-Man/Thing: Fastball Special
  • Spider-Man/Wolverine: Fastball Special
  • Spider-Man/Storm: Tornado
  • Spider-Man/Iceman: Circle
  • Spider-Man/Hawkeye: Gather
  • Spider-Man/Yellowjacket: Gather
  • Spider-Man/Ghost Rider: Gather
  • Spider-Man/Ms. Marvel: Circle
  • Spider-Man/Rogue: Run-Around
  • Spider-Man/Doctor Octopus: Gather
  • Spider-Man/Madame Viper: Gather
  • Spider-Man/Electro: Circle
  • Spider-Man/Ultron: Gather
  • Spider-Man/Luke Cage: Fastball Special
  • Spider-Man/Iron Fist: Run-Around
  • Spider-Man/Black Widow: Circle
  • Spider-Man/Deadpool: Circle
  • Spider-Man/Hulkling: Run-Around
  • Spider-Man/Winter Soldier: Circle
  • Spider-Man/War Machine: Circle
  • Spider-Man/Dracula: Run-Around
  • Spider-Man/Captain America: Fastball Special
  • Spider-Man/Iron Man: Circle
  • Spider-Man/Venom: Gather
  • Spider-Man/Quicksilver: Tornado
  • Spider-Man/Scarlet Witch: Gather
  • Spider-Man/Mysterio: Gather
  • Spider-Man/Blink: Gather
  • Spider-Man/Phil Coulson: Run-Around
  • Jean Grey/Thor: Tornado
  • Jean Grey/Hulk: Charge
  • Jean Grey/Mister Fantastic: Gather
  • Jean Grey/Invisible Woman: Gather
  • Jean Grey/Human Torch: Clothesline
  • Jean Grey/Thing: Charge
  • Jean Grey/Wolverine: Fastball Special
  • Jean Grey/Storm: Clothesline
  • Jean Grey/Iceman: Gather
  • Jean Grey/Hawkeye: Gather
  • Jean Grey/Yellowjacket: Charge
  • Jean Grey/Ghost Rider: Gather
  • Jean Grey/Ms. Marvel: Clothesline
  • Jean Grey/Rogue: Fastball Special
  • Jean Grey/Doctor Octopus: Gather
  • Jean Grey/Madame Viper: Tornado
  • Jean Grey/Electro: Clothesline
  • Jean Grey/Ultron: Gather
  • Jean Grey/Luke Cage: Charge
  • Jean Grey/Iron Fist: Tornado
  • Jean Grey/Black Widow: Gather
  • Jean Grey/Deadpool: Gather
  • Jean Grey/Hulkling: Charge
  • Jean Grey/Winter Soldier: Gather
  • Jean Grey/War Machine: Gather
  • Jean Grey/Dracula: Charge
  • Jean Grey/Captain America: Fastball Special
  • Jean Grey/Iron Man: Gather
  • Jean Grey/Venom: Charge
  • Jean Grey/Quicksilver: Run-Around
  • Jean Grey/Scarlet Witch: Gather
  • Jean Grey/Mysterio: Gather
  • Jean Grey/Blink: Gather
  • Jean Grey/Phil Coulson: Gather
  • Thor/Hulk: Ground-Pound
  • Thor/Mister Fantastic: Run-Around
  • Thor/Invisible Woman: Clothesline
  • Thor/Human Torch: Tornado
  • Thor/Thing: Ground-Pound
  • Thor/Wolverine: Block
  • Thor/Storm: Clothesline
  • Thor/Iceman: Tornado
  • Thor/Hawkeye: Circle
  • Thor/Yellowjacket: Ground-Pound
  • Thor/Ghost Rider: Tornado
  • Thor/Ms. Marvel: Ground-Pound
  • Thor/Rogue: Circle
  • Thor/Doctor Octopus: Circle
  • Thor/Madame Viper: Tornado
  • Thor/Electro: Clothesline
  • Thor/Ultron: Tornado
  • Thor/Luke Cage: Ground-Pound
  • Thor/Iron Fist: Circle
  • Thor/Black Widow: Circle
  • Thor/Deadpool: Circle
  • Thor/Hulkling: Ground-Pound
  • Thor/Winter Soldier: Circle
  • Thor/War Machine: Clothesline
  • Thor/Dracula: Ground-Pound
  • Thor/Captain America: Clothesline
  • Thor/Iron Man: Clothesline
  • Thor/Venom: Ground-Pound
  • Thor/Quicksilver: Tornado
  • Thor/Scarlet Witch: Charge
  • Thor/Mysterio: Circle
  • Thor/Blink: Circle
  • Thor/Phil Coulson: Circle
  • Hulk/Mister Fantastic: Fastball Special
  • Hulk/Invisible Woman: Charge
  • Hulk/Human Torch: Circle
  • Hulk/Thing: Ground-Pound
  • Hulk/Wolverine: Fastball Special
  • Hulk/Storm: Circle
  • Hulk/Iceman: Circle
  • Hulk/Hawkeye: Fastball Special
  • Hulk/Yellowjacket: Ground-Pound
  • Hulk/Ghost Rider: Run-Around
  • Hulk/Ms. Marvel: Ground-Pound
  • Hulk/Rogue: Run-Around
  • Hulk/Doctor Octopus: Run-Around
  • Hulk/Madame Viper: Fastball Special
  • Hulk/Electro: Charge
  • Hulk/Ultron: Circle
  • Hulk/Luke Cage: Ground-Pound
  • Hulk/Iron Fist: Charge
  • Hulk/Black Widow: Circle
  • Hulk/Deadpool: Circle
  • Hulk/Hulkling: Ground-Pound
  • Hulk/Winter Soldier: Circle
  • Hulk/War Machine: Circle
  • Hulk/Dracula: Ground-Pound
  • Hulk/Captain America: Fastball Special
  • Hulk/Iron Man: Circle
  • Hulk/Venom: Ground-Pound
  • Hulk/Quicksilver: Run-Around
  • Hulk/Scarlet Witch: Charge
  • Hulk/Mysterio: Run-Around
  • Hulk/Blink: Fastball Special
  • Hulk/Phil Coulson: Circle

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