Act 1

Years after the Nanite problem resolved, 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 SHIELD 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. 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 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. Gargan 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. At Deadpool's club, Ajax was killed by Deadpool.Then Captain America went to look for the winter soldier (bucky) for help because they need the heroes.

Act 2

Blade helps the heroes defeat Dieter Reinhardt in Prague. Reinhardt made a one-time truce with the heroes to stop Thanos.

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 heroes 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, 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. Thor
  5. Hulk
  6. Black Widow
  7. Melinda May
  8. Quake
  9. Ant-Man
  10. Scarlet Witch
  11. Spider-Man
  12. Green Goblin
  13. Venom
  14. Carnage
  15. Doc Ock
  16. Doctor Strange
  17. Wolverine
  18. X-23
  19. Colossus
  20. Jean Grey
  21. Rogue
  22. Psylocke
  23. Beast
  24. Nightcrawler
  25. Storm
  26. Psylocke
  27. Negasonic
  28. Cable
  29. Iceman
  30. Deadpool
  31. Daredevil
  32. Elektra
  33. Jessica Jones
  34. Luke Cage
  35. Iron Fist
  36. Ghost Rider
  37. Blade
  38. Hannibal King
  39. Abraham Whistler
  40. Morbius
  41. Black Bolt
  42. Mister Fantastic
  43. Thing
  44. Invisible Woman
  45. Human Torch
  46. Star-Lord
  47. Gamora
  48. Drax
  49. Groot
  50. Rocket Raccoon
  51. Thanos (After Act 3 finish)
  52. Nick Fury Jr. (After Act 3 finish)
  53. The Winter Soldier
  54. Ms Marvel
  55. Songbird
  56. Nick Fury
  57. Professor X
  58. Moon Knight
  59. Punisher
  60. Machine Man
  61. Slap Stick
  62. Deathlok
  63. Howard the Duck
  64. Mantis
  65. Bullseye
  66. Gorgon
  67. Yondu
  68. Black Panther
  69. Quicksilver
  70. Iceman
  71. Kitty Pryde
  72. Shuma-Gorath
  73. Cyclops

DLC Characters

  1. Lady Deathstrike
  2. Electro
  3. Lizard
  4. Ultron
  5. Loki
  6. Silver Surfer
  7. Dr Doom
  8. Yellowjacket
  9. Kingpin
  10. Magneto
  11. Apocalypse
  12. Shocker
  13. Vulture
  14. Dieter Reinhardt
  15. Abomination
  16. David Banner
  17. Hulkbuster
  18. Leader
  19. Weapon XI
  20. Sabretooth
  21. Sentinel
  22. The Other
  23. Hydro Man
  24. Scorpion
  25. Toxin
  26. Abigail Whistler
  27. Dracula
  28. Danica Talos
  29. Deacon Frost
  30. Eli Damaskinos
  31. Nebula
  32. Nova
  33. Vision


  • 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. Hulkbuster
  9. David Banner
  10. Malekith
  11. Dieter Reinhardt
  12. Carnage
  13. Kingpin
  14. Magneto
  15. Ultron
  16. Apocalypse
  17. Dormammu
  18. Shuma-Gorath
  19. Dr.Doom
  20. The Other
  21. 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 Ryan Reynolds 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
  • Josh Keaton as Human Torch, Daredevil
  • Tom Holland 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
  • Ryan Reynolds as Deadpool, Hannibal King
  • James Arnold Taylor as Iceman, Professor X, Doc Ock, Yondu, Leader
  • Cree Summer as Storm, Melinda May, Scarlet Witch, 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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