Act 1

Years after the Nanite problem was solved, Thanos declared war against Earth. He first sent the Asgardian Loki and his army of Chitauri to destroy New York. The four Avengers decided to help S.H.I.E.L.D. defeat Loki and the Chitauri. Loki was banished to Asgard. The Avengers find Spider-Man as he tells them that the Green Goblin is summoning living pumpkin bombs across New York City. They went into Oscorp to confront the Green Goblin. The Goblin decided to join the heroes to defeat Thanos. The Green Goblin organizes the Sinister Six (consisting of himself, Hydro Man, Electro, Lizard, Scorpion, and Carnage) to lay siege to a church in Hell's Kitchen. But Spider-Man's part of the journey was not done yet. He came across a Symbiote that made him wear a black suit. He and the Avengers defeat criminals in New York until Nick Fury Jr. informed Spider-Man a weakness in the suit. The heroes went to New York Church in Hell's Kitchen occupied by the Sinister Six to ring the bells and take the Symbiote off. The Symbiote went back into Mac Gargan and the heroes used more ringing to drive the Symbiote away. The Sinister Six fought Spider-Man and other heroes but eventually, they surrendered to the heroes and joined them. Deadpool and the X-Men arrived to tell the other heroes that Ajax is causing riots all over New York City. At Deadpool's club, Ajax was killed by Deadpool. Then Captain America went to look for the Winter Soldier for help because they need the heroes. In the depths of the sea, Namor (the king of Atlantis) is waging war against Black Bolt of the Inhumans by attacking Attilan with the intent of burning it to the ground until he realized that Maximus the Mad is responsible for manipulating the Inhuman Royal Family he then sides with Black Bolt and the other Inhumans to defeat Maximus as well as imprisoning him and signing a truce. At a U.S. military base in Nevada, the Hulk has gone rogue smashing and crashing his way out of the base and going into a Gamma-radiated factory so General Ross hires Wolverine to track him down culminating in a showdown between the two only for the Abomination to arrive which united both Hulk and Wolverine to subdue and eventually defeat the Abomination. In Jersey City, a mist of Terrigen results in the emergence of NuHumans and among them is Kamala Khan (aka Ms. Marvel) whom after an ensuing massacre occurs decides to team up with S.H.I.E.L.D. agent Quake to protect the remaining NuHumans from harm.

Act 2

In Prague, the Midnight Sons (comprising of Blade, Moon Knight, Ghost Rider, Elsa Bloodstone, Jennifer Kale, Morbius the Living Vampire, Daimon Hellstrom, Satana and Werewolf by Night) help the heroes defeat Dieter Reinhardt. Reinhardt made a one-time truce with the heroes to stop Thanos. In Greenwich, the X-Men are fighting off the various creations of Mr. Sinister before confronting him and Wolverine uses his claws to stab Mr. Sinister and put an end to his reign of terror over the city of Greenwich. In Asgard, Thor and Valkyrie are seen trying to stop Loki as he leads an army of Frost Giants laying siege to the city, Heimdall informs the two that Loki plans to use Asgard as a springboard for eventual conquest of the cosmos with Thanos. Eventually, Thor, Valkyrie, and Heimdall get help from the Warriors Three to successfully repelling the Frost Giants and tracking Loki down to Jotunheim where he is defeated by Thor, Valkyrie, and Heimdall eventually being sent to Odin's dungeon to answer for his crimes. In San Francisco, Darren Cross (aka the infamous Yellowjacket) has attacked the Lang Residence and kidnapped Cassie Lang but Ant-Man (aka Scott Lang) and Wasp (Hope van Dyne) fight to rescue Cassie and eventually they kill him thereby saving Cassie from Yellowjacket in the process. Daredevil contacts the other Defenders (Luke Cage, Jessica Jones, and Iron Fist) to stop the Kingpin who has taken advantage of the ensuing chaos from Ajax's riots all across New York City. The other Defenders arrive at Fisk Tower to no surprise from Fisk himself who summons henchmen to attack them but they stop the henchmen and engage in a physical fist fight with Kingpin before he is eventually defeated. The Fantastic Four are at the Baxter Building only to find that Doctor Doom has already ravaged the entire building and uses his magical powers to take out all of the Fantastic Four except Invisible Woman who cloaks herself and takes down Doctor Doom however what the four find is not what they though but instead it's a Doombot meanwhile Human Torch is watching a news report about Fisk's arrest by the Defenders as well as Ant-Man and the Wasp defeating Yellowjacket which catches the attention of the Fantastic Four. Eventually, the Fantastic Four hop onto the FantastiCar and go to Latveria to confront the real Doctor Doom, Doom reveals that he is working for Thanos so he can rule the world, the Fantastic Four fight him and although this time they are able to stop him eventually he uses his skills to escape the four.

Act 3

Tony Stark received information from his intel showing that Ultron is wrecking Stark Industries. Vision helps the heroes destroy Ultron. The death of Ultron has caused the return of the first mutant, Apocalypse. Apocalypse wanted to eradicate anyone who is not a Mutant. Colossus and the X-Men defeated Apocalypse with their powers. The death of Apocalypse created a portal to the realm of Shuma-Gorath, who is one of the servants of Thanos. He stole five of the Infinity Stones from New York, Oscorp, Prague, Latveria, Sokovia and Egypt and gave them to Thanos, who used to have only one. The heroes defeated Shuma-Gorath and encountered Thanos, The Other, and the Chitauri army. Thanos uses his Infinity Gauntlet to destroy the heroes but were aided by the Guardians of the Galaxy. Thanos, The Other and the Chitauri were destroyed by the heroes' force. Nick Fury Jr. told the heroes to bring the Infinity Stones back to Earth. However, the Guardians decided to give them to the Nova Corps in different containers around the galaxy.

Playable Characters

  1. Captain America
  2. Iron Man
  3. War Machine
  4. Falcon
  5. Thor
  6. Hulk
  7. Black Widow
  8. Hawkeye
  9. The Vision
  10. Ms. Marvel (Kamala Khan)
  11. Melinda May
  12. Quake
  13. Ant-Man (Scott Lang)
  14. Wasp (Hope Van Dyne)
  15. Scarlet Witch
  16. Spider-Man (Pre Order Bonus)
  17. Green Goblin
  18. Venom
  19. Carnage
  20. Doctor Octopus
  21. Doctor Strange
  22. Wolverine
  23. X-23
  24. Colossus
  25. Jean Grey
  26. Rogue
  27. Gambit
  28. Angel
  29. Psylocke
  30. Beast
  31. Nightcrawler
  32. Storm
  33. Psylocke
  34. Negasonic Teenage Warhead
  35. Cable
  36. Iceman
  37. Deadpool
  38. Daredevil
  39. Elektra
  40. Jessica Jones
  41. Luke Cage
  42. Iron Fist
  43. The Punisher
  44. Ghost Rider (Robbie Reyes)
  45. Blade
  46. Hannibal King
  47. Abraham Whistler
  48. Morbius the Living Vampire
  49. Black Bolt
  50. Crystal
  51. Medusa
  52. Karnak
  53. Lockjaw
  54. Mister Fantastic
  55. Thing
  56. Invisible Woman
  57. Human Torch
  58. Star-Lord
  59. Gamora
  60. Drax the Destroyer
  61. Groot
  62. Rocket Raccoon
  63. Thanos (After Act 3 finish)
  64. Nick Fury Jr. (After Act 3 finish)
  65. The Winter Soldier
  66. Captain Marvel (Carol Danvers)
  67. Mar-Vell/Walter Lawson
  68. Songbird
  69. Nick Fury
  70. Professor X
  71. Moon Knight
  72. Punisher
  73. Machine Man
  74. Slap Stick
  75. Deathlok
  76. Howard the Duck
  77. Mantis
  78. Bullseye
  79. Beast
  80. Gorgon
  81. Yondu
  82. Nebula
  83. Black Panther
  84. Quicksilver
  85. Iceman
  86. Kitty Pryde
  87. Shuma-Gorath
  88. Cyclops
  89. Adam Warlock
  90. Captain Britain
  91. Power Pack
  92. Jubilee
  93. Anti Venom
  94. Nova (Richard Rider)
  95. Werewolf by Night
  96. Jennifer Kale
  97. Elsa Bloodstone
  98. Daimon Hellstrom
  99. Satana 100. Jack Of Hearts

DLC Characters

  1. Lady Deathstrike
  2. Electro
  3. Lizard
  4. Carnage
  5. Ultron
  6. Loki
  7. Silver Surfer
  8. Agent Venom
  9. Dr Doom
  10. Yellowjacket (Darren Cross)
  11. Kingpin
  12. Magneto
  13. Apocalypse
  14. Shocker
  15. Vulture
  16. Dieter Reinhardt
  17. David Banner
  18. Hulkbuster
  19. Leader
  20. Weapon XI
  21. Sabretooth
  22. Sentinel
  23. The Other
  24. Hydro Man
  25. Scorpion
  26. Ronan the Accuser
  27. Maximus the Mad
  28. Toxin
  29. Abigail Whistler
  30. Dracula
  31. Danica Talos
  32. Deacon Frost
  33. Eli Damaskinos
  34. Nova (Sam Alexander)
  35. Kang the Conqueror
  36. Ghost Rider (Johnny Blaze)
  37. Ant-Man (Hank Pym)
  38. Wasp (Janet van Dyne)
  39. Red Hulk 40. Union Jack 41.

Sentry 42. Blue Marvel 43. Man Thing 44.She Hulk 45.

A-Bomb 46.Bishop 47.Skaar 48.

X Man (Nate Grey) 49. Shatterstar 50. Cannonball 51.

Archangel 52. Black Knight 53.Silver Sable 54.Omega Red 55. Black Heart 56.

Shang-Chi 57. Brother Voodoo 58. Doctor Druid 59. Agent X 60. Foolkiller 61. Namor 62. Ka-Zar 63. Nightwatch 64. Nighthawk 65. Rage 66.

Moondragon 67. Doc Samson 68. Hit Monkey 69. Agents Of Atlas 70. Night Thrasher 71.Rom The Space Knight 72. Alpha Fight 73. 

Sleepwalker 74. Abomination 75. Man Wolf 76.Classic Guardians Of The Galaxy (1969) 77.

Black Cat 78. The Cat (Patsy Walker)



  • Phil Coulson
  • Leo Fitz
  • Jemma Simmons
  • Betty Ross
  • Leonard Samson
  • Glenn Talbot
  • Roxanne Simpson
  • J. Jonah Jameson
  • Mary Jane Watson
  • Rocket Racer
  • Silver Sable
  • Luis
  • Weasel


  1. Loki
  2. Green Goblin
  3. Ajax
  4. Yellowjacket
  5. Venom
  6. Byrrah
  7. Leader
  8. Abomination
  9. David Banner
  10. Malekith
  11. Dieter Reinhardt
  12. Mr. Sinister
  13. Carnage
  14. Kingpin
  15. Magneto
  16. Ultron
  17. Apocalypse
  18. Dormammu
  19. Shuma-Gorath
  20. Dr.Doom
  21. The Other
  22. Thanos


Act One

  1. Prologue
  2. New York City
  3. Chitauri Invasion
  4. New York Rooftops
  5. Oscorp
  6. Oscorp Labs
  7. New York Midnight
  8. The Toxin
  9. New York Church
  10. Ajax's Lab
  11. New York Freeway
  12. Deadpool's Club
  13. Atlantis
  14. Atlantean Depths
  15. Atlantean Tide
  16. Banner Laboratory
  17. Military Base
  18. Gamma Factory

Act Two

  1. Asgard
  2. Jotunheim
  3. Greenwich
  4. Blood Streetway
  5. Prague
  6. The Bloodpack
  7. An Infection Among Us
  8. Symbiote Central
  9. New York Church Revisited
  10. Hell's Kitchen
  11. The Man With No Fear
  12. Fisk Industries
  13. Xavier Mansion
  14. Cerebro
  15. Weapon X

Act Three

  1. Stark Industries
  2. Sokovia
  3. Sokovia Ruins
  4. Cairo, Egypt
  5. The First Mutant
  6. Apocalypse
  7. The Next Dimension
  8. The Final Battle
  9. Epilogue

Deadpool Narration Mode

Once the game is complete on Easy or higher, the game can be replayed with Nolan North doing the voice of Deadpool, narrating the game.

Silver Surfer Narration Mode

Once the game is complete on Normal or higher, the game can be replayed with Laurence Fishburne doing the voice of Silver Surfer, narrating the game.

Luis Narration Mode

Once the game is complete on Hard or higher, the game can be replayed with Michael Pena doing the voice of Luis, narrating the game.

Tour Guide Narration Mode

Once the game is complete on Ultimate, the game can be replayed with Bruce Campbell, doing the voice of the Tour Guide, narrating the game.


Rated T for violence and language.

Old Save Feature

This feature is where you get alternate skins for the playables and thus is where you get from data from all previous Marvel Videogames.

DLC Season Pass

The game will come with a $20 season pass featuring all the DLC spread for seven post-launch months. The first pack will come with 29 extra characters and simulation levels based on the respective franchises. The final pack will be an extra What-If campaign mode.

What If Story Mode

The DLC serves as a campaign mode in which many differences from the original plot are seen with different outcomes with Thanos winning in the end. Silver Surfer serves as the narrator.

Voice Cast

  • Adrian Pasdar as Iron Man, Glenn Talbot
  • Fred Tatasciore as Hulk, Ghost Rider, David Banner
  • Brian Bloom as Captain America, Vulture, Rocket Raccoon
  • Jim Cummings as Thor, Magneto, Kraven, Nick Fury
  • Roger Craig Smith as Human Torch
  • Charlie Cox as Daredevil
  • Josh Keaton as Spider-Man
  • Daran Norris as Bruce Banner, Venom, Green Goblin, Punisher, Mysterio
  • Dee Bradley Baker as Carnage, Toad, Mister Fantastic, Nightcrawler, Electro, Lizard, Chitauri
  • Troy Baker as Hawkeye, Ajax, Kingpin, Sandman, Loki
  • Jennifer Hale as Psylocke, Rogue, Jean Grey, Spider-Woman
  • Laura Bailey as Black Widow, Abigail Whistler, Jessica Jones, Invisible Woman
  • Steve Blum as Wolverine, Drax
  • Corey Burton as Shuma-Gorath, Ultron, Dracula
  • Phil LaMarr as Black Panther, Colossus, Blade, Mephisto, The Other, The Winter Soldier (Bucky)
  • Grey DeLisle as Mystique, X-23, Danica Talos, Nyssa Damaskinos
  • Kevin Michael Richardson as The Thing, Groot, Blackheart, Nick Fury Jr., Abomination, Dieter Reinhardt, Thanos
  • Nolan North as Deadpool, Hannibal King
  • James Arnold Taylor as Iceman, Professor X, Doc Ock, Yondu, Leader
  • Cree Summer as Storm, Melinda May, Gamora
  • Clark Gregg as Phil Coulson
  • Kelly Hu as Lady Deathstrike, Melinda May
  • Jennifer Garner as Elektra
  • J.K. Simmons as J. Jonah Jameson
  • Patton Oswalt as The Koenigs
  • T.J. Miller as Weasel
  • Michael Pena as Luis
  • Seth Green as Howard the Duck
  • Stan Lee as himself
  • Laurence Fishburne as Silver Surfer
  • Bruce Campbell as Tour Guide

Start a Discussion Discussions about Marvel: Ultimate Alliance 3

  • Unrealistic and out of place

    •  As much as I enjoy the idea of having many more characters and a lot more added to this game, the plot of this idea seems very out of pl...
  • Possibilities!

    2 messages
    • I think that at the end, there should be a kissing scene between Spider-Man and Wasp.
    • Sounds good but somewhat controversial due to that Spider-Man loves Mary Jane.
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