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. 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 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 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 Inhumana Royal Family he then sides with Black Bolt and the other Inhumans to defeat Maximus as well as imprisioning 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.

Act 2

Blade helps the heroes defeat Dieter Reinhardt in Prague. 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'a dungeon to answer for his crimes.

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. 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
  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. Mister Fantastic
  54. Thing
  55. Invisible Woman
  56. Human Torch
  57. Star-Lord
  58. Gamora
  59. Drax the Destroyer
  60. Groot
  61. Rocket Raccoon
  62. Thanos (After Act 3 finish)
  63. Nick Fury Jr. (After Act 3 finish)
  64. The Winter Soldier
  65. Captain Marvel (Carol Danvers)
  66. Mar-Vell/Walter Lawson
  67. Songbird
  68. Nick Fury
  69. Professor X
  70. Moon Knight
  71. Punisher
  72. Machine Man
  73. Slap Stick
  74. Deathlok
  75. Howard the Duck
  76. Mantis
  77. Bullseye
  78. Beast
  79. Gorgon
  80. Yondu
  81. Nebula
  82. Black Panther
  83. Quicksilver
  84. Iceman
  85. Kitty Pryde
  86. Shuma-Gorath
  87. Cyclops
  88. Adam Warlock

DLC Characters

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


  • 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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