Marvel: Ultimate Alliance 3
Ubisoft and Vicarious Visions
US Date Released
September 15th, 2012
UK Date Released
September 14th, 2012
Action RPG
Game modes:
Single-player Cooperative
ESRB rating:
Rated T for Violence, Mild Language, Mild Suggestive Themes, Blood
PlayStation 3, Xbox 360

Marvel: Ultimate Alliance 3 (stylized as Marvel: Ultimate Alliance III) is the long-awaited sequel to the action RPG Marvel: Ultimate Alliance 2, which was released in September 2009. This is the first game in the trilogy to have two lead developers: Ubisoft and Vicarious Visions. The game will reportedly be published by Activision and released globally on September 15th, 2012.

The game takes place three years after the events of the previous game and will have a different plotline depending on the player's choice of Pro-Registration or Anti-Registration. The game will have some major story elements from the Civil War finale and the Secret Invasion storyline while having some minor plot elements borrowed from stories such as Siege, Chaos War, House of M, Fear Itself, The Initiative and Shattered Heroes.


Gameplay in Marvel: Ultimate Alliance 3 will be very similar to its predecessors while having some new and improved gameplay elements incorporated into it; for example, there will be a lot more decision-making involved, which will forge the ending of the game and its aftermath. There will also be more free reign in the game, with the player being able to explore the world more freely without having to be restricted to the main hubs. The player's team can also be interchangable through the pause menu and will have a larger pool of heroes and villains to choose from, with a total of 60 Marvel characters. The gameplay perspective has also changed, bringing the player's view into a third-person perspective, abandoning the "classical" camera view.

The Fusion System will also return, allowing two characters to combine their powers and amalgamating them into a very powerful "fusion attack" against opponents. The infamous "Xtremes" from the first game will also be returning. This time, players can use Xtreme powers without having to fill up the power meter, although, after using the Xtreme, the power will have to "recharge" before being used again, which will reportedly take only twenty seconds. The PlayStation 3 and Xbox 360 will feature PlayStation Network and Xbox Live online play, respectively.


The game takes place three years after Ultimate Alliance 2 and features some major plot elements from the Secret Invasion storyline.


One week after the Civil War has ended, Captain America is shot and killed while being taken to court due to his actions against the government during the Civil War. After discovering that Crossbones and Sharon Carter were behind the shooting, the rest of the Avengers track down the two and find out that Sharon Carter was being hypnotized by Doctor Faustus and that the assassination was orchestrated by Red Skull. Tony Stark, who has become SHIELD's new director, reassembles the Alliance once again upon hearing the details of Captain America's assassination.

After the Alliance is reunited, a team is sent on a mission to track down Red Skull. The team ultimately confronts Red Skull, who is also revealed to be under the hypnotic effects of Doctor Faustus. After hours of interrogation back at Stark Tower, Red Skull reveals that Doctor Faustus is working hand-in-hand with The Leader for reasons unknown. Red Skull is then put in a detainment cell in Stark Tower's sub-basement. Afterwards, a team is sent to Ellis Island after seismic activity is detected in the area. The team eventually uncovers three devices that are causing the seismic activity and quickly dispose of them. Suddenly, the team is ambushed by modified Spider Slayers. When the Quinjet arrives, a Spider Slayer crashes into it, sending the Quinjet flying uncontrollably. The team is then forced to fight the Spider Slayers until they are all destroyed. Before departing, a destroyed Spider Slayer conveys a recorded message to the team by Spencer Smythe, who warns the heroes that grave dangers are upon them. The team then departs for Stark Tower.

Examining the message's encryption, Tony traces the recorded message back to an underground facility located under an abandoned warehouse on Roosevelt Island. After fighting through Smythe's defenses, the team discovers that he had been holding J. Jonah Jameson's son John hostage. A large battle ensues and the team ultimately defeats Smythe, who curses Jameson for cheating him and the heroes for ruining his plans. On their way back to Stark Tower, the team discovers that multiple S.H.I.E.L.D.-occupied locations are being attacked by unknown forces. After the Quinjet arrives at Stark Tower, a group of sentinels attack the tower and destroy the Quinjet. Inside, the heroes battle various sentinels until they are given a new objective: re-activate Stark Tower's defense system. Doing so, the heroes enter the main control hub of Stark Tower and successfully reboot the tower's defenses, effectively destroying the sentinels. The war room's computer is later hacked by Bastion, who claims that the heroes are nearing their final days.

Later on, Tony concludes that Stark Tower is too heavily damaged to continue their missions, and that they have to relocate to Utopia Island. Upon arriving on Utopia Island, the team meets with Professor Xavier and the rest of the X-Men, who have been studying the sentinel corpses found around the city. Concluding that Bastion may be working with others, the team pieces together that Doctor Faustus and The Leader have both been working together for unknown reasons, and conclude that Bastion must also be involved. The next mission has the team returning to New York City to eliminate the last of the sentinels.


Playable Bosses Non-Playable


  • Shocker
  • Bastion
  • Red Skull
  • Abomination
  • Super Skrull
  • Dormammu
  • Carnage
  • Doc Ock
  • Kraven the Hunter
  • Toxin
  • Iron Monger
  • Sabretooth
  • Blastaar
  • Mole Man
  • Azazel
  • Vulture
  • Green Goblin
  • Vector
  • Bolivar Trask
  • Whiplash
  • Absorbing Man
  • Living Laser
  • Red Hulk
  • Spencer Smythe
  • Detroit Steel
  • The Leader
  • Graviton
  • Annihilus
  • Crossbones
  • Doctor Faustus

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