Marvel: Ultimate Alliance 3 is an upcoming video game that takes place after the events of Marvel: Ultimate Alliance 2. The game is able to take save data on your console's memory to use the team data from Marvel: Ultimate Alliance 2. The game also features alternate skins for many of the characters, such as Spider-Man's Superior Spider-Man skin or Speedball's Penance skin. These skins come with seperate powers, as well as different voice actors.
The game's main plot takes place during the Avengers vs X-Men story arc, in which the Avengers try to stop the Phoenix Five from destroying the Earth.
The game opens with Captain America, Thor, Spider-Man, and Wolverine who are helping transport recently captured super-villains aboard a prison plane. Spider-Man taps on the glass of a containment unit holding Venom, wondering about the strength of the prison. Captain America assures him, the transport is safe. Iron Man and Falconenter, saying that the gate to the Negative Zone is not far off. Falcon and Captain America excuse themselves to check up with some S.H.I.E.L.D. agents . Venom hisses in his cell. The plane is then rocked by a massive explosion and begins to fall. Agents start issueing orders, and heroes are sent to try to repair the damage. As the player makes their way around the panicked prison plane, they encounter escaping criminals, that is until the player reaches the main deck, where Jack O' Lantern and Hobgoblin are freeing prisoners and making their excape. Once the player has the two incapacitated, Wolverine gestures out one of the windows at the incoming ground. He shouts for everyone to brace themselves, right as the plane crashes. When the dust settles, Captain America helps the group of heroes to their feet, stating that he knows who was behind the attack.
After tending to wounded S.H.I.E.L.D. agents and helping round up escaped criminals, Captain America reveals that the attack was planned out by Cableof the X-Men, who had also kidnapped Falcon. The team is shocked to learn this, and plans to rescue Falcon immediately. Wolverine comments on how odd it is, but also says that he "wouldn't put it past him." Captain America points out that he has a lock on Cable's location, and they can go after him, but before the team can go anywhere, Iron Man flies off, saying he'll take care of it himself. The team follows their tracer to Cable's location. On the way, they encounter the Red Hulk, who is also hunting down Cable for releasing criminals that the Red Hulk had captured. Upon reaching Cable, the team is greeted by a wounded Iron Man who explains that Cable used an Iron Man suit from the future to defeat his current one. Cable infects Red Hulk with a techno-organic virus, disabling him, leaving it up to the player's team to defeat him. When Cable is defeated by the player, he merely shrugs it off, ready for more, until Cyclopsand Hope Summers come and try to convince him to stop. Cable refuses, and is then defeated by Hope Summers. As Cable struggles to stand upright, Red Hulk burns the techno-organic virus out of his body. The Avengers stand ready to oppose Cable, who finally surrenders. Cyclops and Hope take Cable back to Utopia, while the Avenger wonder about why Cable pulled off such a stunt.
Fast forward, a few weeks later, and the Avengers are having a meeting discussing the return of the Phoenix Force. The onset of this meeting is caused by the discovery of Nova, who had crashed down in New York from space, whispering only "It's Coming." Wolverine reveals that he believes the Phoenix Force's next host will be Hope Summers. Captain America gathers a team of Avengers (selected by the player) and sets off to Utopia Island to speak to Cyclops. At Utopia Island, Captain America insists that Cyclops allow the Avengers to place Hope into protective custody. Cyclops refuses, believing Hope to be the mutant messaiah. Communications break down, and the X-Men and Avengers fall into an all-out war. The Avengers make it across the island to where Hope is being hidden, only to be defeated by her growing Phoenix powers. She leaves Utopia as more X-Men leave the compound. The fighting slows to a halt as the X-Men realize that Hope has left. The X-Men convince the Avengers that they surrender, and several of them leave Utopia to search for Hope.
The player now assembles a seperate team, (the game does not allow players to use the same characters, as this is supposedly happening simultaneously) to stop the approaching Phoenix Force. The Phoenix Force summons minions to battle the Avengers as they draw closer. The Avengers are able to defeat the minions, but are no match for the Phoenix Force, and are easily overwhelmed.
Meanwhile, the team on Utopia Island convinces Rachael Summers to use Cerebra in an effort to track down Hope. It is discovered that Hope is masking her trail in order to make herself harder to find. The Avengers take off in their Quinjet, but Captain America and Wolverine begin argueing about how Hope should be dealt with. Wolverine believes that she must be killed, and the argument escalates to the point where Wolverine is ejected from the Quinjet.
The player is now given a choice between five missions, going to the Savage Land, Wakanda, Wundagore, Latveria, and Tabula Rasa. All missions must be completed, but it does not matter in what order they are completed.
In the Savage Land mission, the team searches for signs of Hope Summers, as well as help Kazartrack down Kraven the Hunter, who is poaching dinosaurs and other beasts from the savage land. The Avengers also encounter Gambit, who is searching for Hope. He fights the team, but is defeated.
In the Wakanda mission, the Avengers help Black Panther deal with an attack lead by Storm who is trying to search for Hope. She and Black Panther argue, and Storm removes her wedding ring after being defeated, and flies away.
While out searching in Wundagore, the team encounters Angeland Psylocke. After a bit of fighting,Hawkeye manages to incapacitate Psylocke and tells Angel he will kill her if Angel does not stop fighting. Angel agrees, but is then shot down by Hawkeye. Hawkeye is scolded by the player's team as they take their leave, and Angel and Psylocke escape, wounded.
In Latveria, the team encounters Colossus. As the team and Colossus fight, Dr. Doom intervenes, annoyed that the Avengers and X-Men have brought their war to his country. He summons Doom Bots to attack both the Avengers and Colossus, but when that fails he uses his magic to take control of Colossus. It is revealed that Colossus's will is weakened by Cyttorak, from whom he gets his Juggernaut powers. Once he is defeated, Dr. Doom orders the Avengers out of his country, informing them that Hope is not in Latveria.
In Tabula Rasa, the team finds Namor who is also searching for Hope Summers. If the party contains Luke Cage, he and Namor argue about who won their last fight (referring to the previous attack on Utopia). The party manages to defeat Namor, who is last seen burried in rubble under the sea.
When all of the missions are complete, Captain America informs the team that he received a transmission from Wolverine, informing the Avengers that he and Hope are on the moon. Captain America takes the team to the moon, where they encounter a team of X-Men comprised of Cyclops, Emma Frost, Namor, Colossus, and Magik. The teams fight, but suddenly the other Avengers team (created by the player earlier to stop the Phoenix Force) crashes to the surface of the moon, beaten and nearly dead. They warn of the coming Phoenix Force before succumbing to their injuries. This sparks an argument about keeping Hope safe, which leads to fighting all over again. As the fight continues, Hope begins to lose control and pleads with Wolverine to kill her. Iron Man and Giant Man build an energy gun in an effort to destroy the Phoenix Force, but when shot at, the Phoenix Force splits into five fragments, each one possessing the X-Men team. The newly possessed X-Men easily defeat the Avengers, then fly off to Earth, leaving the crumbled heroes behind.
At this point, a newscast comes on as though the player is watching, following the deeds of the new "Phoenix Five" who are shaping the world in their image. They provide free energy, food, and water. Conflicts around the world are suddenly halted due to the new mutant team. The Avengers don't have much to do, after being humiliated on the moon as well as the noticable lack of villains thanks to the Phoenix Five. That's when Captain America announces that they have been called to the White House, and must see what the president wants. Both the team and the president agree that the Phoenix Five are too powerful, with no one to keep their power in check. A plan is formulated to extract Hope Summers from Utopia, and a crack team (aka, the player's team) executes this plan. Unfortunately, as they are bringing Hope along, they are spotted by Cyclops. The team fights Cyclops, but is no match. As it looks like Cyclops is going to finish the team off, Scarlet Witch appears and rescues the Avengers, as well as getting Hope to agree to come with her. As the Avengers leave with Hope and Scarlet Witch, Cyclops vows that he will not tolerate the Avengers interference any more.
Now hunted by the Phoenix Force, the Avengers make their way back to their base, but are stopped by Magik, Emma Frost, and Namor. After a fight, Scarlet Witch manages to badly injure Magik, while Emma Frost burns Hawkeye very badly with her Phoenix Powers. Cyclops arrives, repremanding his teammates for using such excessive force. They heal Hawkeye, but Namor reminds Cyclops that the Avengers and X-Men are at war, and casualties are bound to happen.
A short while later, Black Panther calls the Avengers for help, as Namor has declared war on Wakanda. The Avengers rush to the scene where Namor has his Atlantean forces destroying Black Panther's palace. After fighting their way through the Atlanteans, the Avengers make it to the Phoenix-possessed Namor and fight him, eventually wearing him down. As he is defeated, the rest of the Phoenix Five show up, apparently to repremand Namor for attacking Wakanda. When the Phoenix Five arrive, Namor's fragment of the Phoenix Force abandons him, dividing itself among the remaining Phoenix Five.
Time passes, and the war grows more bitter as the Phoenix Five take more prisoners than ever before. Many of the X-Men grow concerned with the Phoenix Five's treatment of their prisoners. One such X-Man is Storm, who arrives in Wakanda to inform Black Panther that the captured Avengers are being held in a volcano in Siberia. She agrees to help the Avengers, along with Professor X, who has been trying unsuccessfully to convince Cyclops to stop the war. The Avengers go to the volcano, along with Professor X and Storm, but are intercepted by Colossus and Magik. The Avengers manage to wear the two down, and Spider-Man tricks them into defeating each other, allowing the Avengers to escape. The Avengers flee to K'un-L'unwhere Iron Fisthas been trying to train Hope in the ways of martial arts, but they are ambushed by Cyclops, who has taken Colossus's and Magik's Phoenix fragments. The Avengers hold off Cyclops as long as they can, when Hope suddenly appears, having absorbed the energy of Shao Lao. She is able to halt Cyclops's attack, and teams up with Scarlet Witch to teleport Cyclops to the moon.
Several X-Men now join forces with the Avengers, being dissatisfied with the tyranical rule of Emma Frost and Cyclops (who has now been returned to Utopia). The team now arrives at Utopia to confront the two remaining members of the Phoenix Five. As the Avengers attack Emma Frost and Cyclops, Professor X mentally attacks Cyclops. Knowing he has no way of winning with his current strength, Cyclops attacks Emma Frost and absorbs her portion of the Phoenix Force, becomming the sole host. Cyclops then uses his new power to kill Professor X and becomes the Dark Phoenix.
Captain America gathers togather a last effort team, telling them that Hope and Scarlet Witch are on their way, and if the team can hold Dark Phoenix off long enough, the world may still be saved. The team faces off against the Dark Phoenix in an epic battle, but cannot defeat the fearsome beast. Right when all hope seems lost, Hope and Scarlet Witch arrive, and together with the Avengers manage to defeat the Dark Phoenix. As it is defeated, Cyclops collapses and the Dark Phoenix attempts to possess Hope. Hope resists, and she uses the Scarlet Witch's reality-warping powers to destroy the Dark Phoenix completely. The resulting blast spreads over Earth and gives people around the globe mutant abilities.
With the conflict over, Cyclops is arrested and Captain America admits that the Avengers could have done a lot more to prevent such a terrible outcome, and could have cast the mutants in a better light. In an attempt to forge a truce between the two teams, he rebuilds a new Avengers team that includes X-Men. Hope attempts to settle into a normal high-school life, and Wolverine visits a maximum security prison. The game ends with Wolverine saying the last line to Cyclops: "How're you doing bub?"
- Ahmed Best - Cloak
- Aileen Ong Casas - Pixie, Surge, Armor
- Alanna Ubach - Echo
- Alex Désert - Brother Voodoo
- Andrew Kishino - Jimmy Woo, Shang-Chi, Sunfire, Wong, Ned Leeds
- Anthony Ruviviar - Star Lord
- Armin Shimmerman - Green Goblin, Zealot, Donald Pierce
- April Stewart - Ms. Marvel, Death, Moonstone, Namorita, Selene
- Brad Garrett - Hydro-Man
- Brian Bloom - Punisher, Daredevil, Silver Surfer, US Agent
- Candi Milo - Scream, Vapor, Moonstar, Husk, Suzie Endo
- Carl Lumbly - Black Panther
- Cathy Cavadini - Satana
- Chani Krich - Arclight
- Charlie Adler - M.O.D.O.K., Carnage, Super-Skrull, Howard the Duck, Technovore, Puppet-Master, Mojo, Space Phantoms, Riptide, Erik Selvig, Ghost, The Leader
- Chi McBride - G.W. Bridge
- Clancy Brown - Red Skull, Odin, Sasquatch, Galactus
- Clark Gregg - Phil Coulson
- Cree Summer - Gloria Grant, Magma
- Danica McKellar - Jubiliee
- Daran Norris - Captain America Venom, J. Jonah Jameson, Zzzax, Vector, John Jameson
- Dave Boat - Hood, Thunderstrike, Warpath, Nomad, Stilt-Man
- Dave Wittenberg - Vision, Archangel, Doc Samson, Wyatt Wingfoot, Shatterstar
- David Sobolov - Drax, Blackheart, Titannus, Blockbuster
- Dawnn Lewis - Storm, Gamora, Lucia Von Bardas
- Dee Bradley Baker - Nightcrawler, Lizard, Multiple Man, Ringmaster, Zabu, Lockheed, Lockjaw, Peter Corbeau, Sunspot, Moon Boy, Man-Beast, Mandrill
- Diedrich Bader - Nova, Iron Fist, Clay Quartemain, Shocker, Captain Marvel, Trapster, Blizzard, Machine Man, Bulldozer, Crossbones, Master Mold, Nighthawk, Tiger Shark, Happy Hogan
- Edward Asner - Willie Lumpkin
- E.G. Daily - Mockingbird, Veranke
- Eric Bauza - Amadeus Cho, Swarm, Zeke Stane
- Gary Anthony Williams - Thanos, Luke Cage, Thunderball, Ymir, Chemistro
- George Newbern - Hyperion
- George Takei - The Mandarin, Silver Samurai, The Anicent One
- Gina Torres - Hellcat
- Gregg Berger - Attuma, Thing, Mole Man, Mysterio, Avalanche, Scorpion, Mikhail Rasputain, Doctor Bong
- Grey DeLisle-Griffin - Wasp, Psylocke, Jean Grey, Abigail Brand, Moondragon, Invisible Woman, Jocasta, Sif, Pepper Potts, Scarlet Witch, Phylia-Vell, Nebula, Aurora, Medusa, Lyja, Sharon Carter, Mystique, Abigail Brand, Hela, Arachne, Spiral, Betty Brant, Beverly Switzler, Infinity, Firebird, Siryn, Hela, Lorelei, Cailsto
- James Arnold Taylor - Magneto, Blastaar, Iceman, Wizard, Winter Soldier, Starfox, Sugar Man
- James Horan - Doctor Strange, Byrrah
- James Marsters - Korvac, Killer Shrike
- J.B. Blanc - Gambit, Wrecker, Heimdall, Captain Britian, Batroc the Leaper, Obadiah Stane, Black Knight, Diablo, Frankenstein's Monster, Titanium Man, Sebastian Shaw, Hellstrom, Justin Hammer, High Evolutionary, Unicorn, Count Nefaria
- J.G. Hertzler - Taskmaster, Holocaust, William Stryker
- Jess Harnell - Impossible Man, Morph, Puck
- Jim Cummings - Kingpin, Kraven the Hunter, Boomerang, Harpoon
- Jim Ward - Baron Strucker, Colossus, Henry Gyrich, Guardian, Sentinel, Controler
- John DiMaggio - Wolverine, Hulk, Abomination, Red Hulk, Juggernaut, Blob, Ronan the Accuser, Hogun, Whiplash, Laufey, Champion of the Universe, War Machine, Namor, Zzzax, Wendigo, Adam Warlock, Mephisto, Blackout, Constrictor, Man-Ape, Molecule Man, Rocket Raccoon, Dreadknight, Wendigo, Man-Thing, Amphibian, Apocalypse, Iron-Clad, Egghead, Harry Leland, Hammerhead, Ego The Living Planet, Ares, Eternity, Foggy Nelson, Bi-Beast, Madman, Stranger, Unus the Untouchable, Amatsu-Mikaboshi, Whirlwind, Ulik
- John Eric Bentley - Bill Foster, Night Thrasher, Triathlon
- John Kassir - Jack O'Lantern, Plantman
- Jonathan Adams - Kang
- Josh Keaton - Spider-Man, Havok, Hermod
- Kari Wahlgren - Emma Frost, Maria Hill, Enchantress, Jane Foster, Valkyrie, Snowbird, Karnillia, Boom-Boom, Typhoid Mary
- Keith Ferguson - Mr. Sinister, Cameron Hodge, X-Ray, Gen. Thunderbolt Ross, White Wolf, Bi-Beast, Gen. Thunderbolt Ross, Stryfe
- Keith Szarabajka - Bastion, Stryfe, Armageddon
- Khary Payton - Bishop, Blade, Paibok, Shadow King, Tombstone, Deathlok, Gabe Jones
- Kim Mai Guest - Shadowcat, Collen Wing, Crystal, Karma, Mantis
- Kimberly Brooks - Diamondback, Jennifer Kale, Omega Sentinel
- Kieren Van Der Blink - Rogue
- Kristen Schaal - Squrriel Girl
- Kurtwood Smith - Sen. Robert Kelly
- Lacey Chabert - Gwen Stacy, Quake
- Lance Henriksen - Grim Reaper
- Lance Reddick - Falcon
- Leonard Nimoy - Uatu the Watcher
- Lisa Zane - Madame Masque
- Marc Worden - Iron Man
- Maria Canals-Barrea - She-Hulk, White Tiger, Clea
- Mark Hamill - Hobgoblin, Klaw, Omega Red, Nightmare, Groot, Maximus, Fin Fang Foom, Black Tom
- Masasa Moyo - Photon, Misty Knight, Shanna the She-Devil, Sersi, Marlo Chandler
- Matthew Lillard - Weasel
- Maurice LaMarche - Doctor Doom, Forge, Mad Thinker, Ultron, Dracula, Baron Mordo
- Michael Dorn - Gorgon, Supreme Intelligence
- Michael Horse - Thunderbird
- Michael Ironside - Nick Fury
- Michael T. Weiss - Dormammu
- Michelle Arthur - Moira MacTaggert, Meggan
- Miguel Ferrer - Silvermane
- Minae Noji - Lady Deathstrike, Yukio
- Neal McDonough - Quicksilver, Wonder Man, Bruce Banner, Dum Dum Dugan
- Nicole Sullivan - Songbird
- Nolan North - Ghost Rider, Deadpool, Living Laser, Piledriver, Toad, Pyro, Balder, H.E.R.B.I.E., Bolivar Trask, Scott Lang, Darkhawk, Sentry, Atlas
- Norman Reedus - Punisher
- Ogie Banks - Rocket Racer
- Patrick Stewart - Professor Xavier
- Peter MacNicol - Doctor Octopus
- Quinton Flynn - Human Torch, Malekith, Arcade, Banshee, Jack of Hearts, Abyss
- Richard Epcar - Madison Jeffries, Terminus
- Rick D. Wasserman - Thor, Bullseye, Absorbing Man, Surtur, Sandman, Executioner
- Robert Ochoa - Franklin Richards
- Robin Atkin Downes - Loki, Arnim Zola, Cyclops, Annhilius, Union Jack, Aldrich Killian, Crimson Dynamo, Beyonder
- Ron Perlman - Cable
- Stan Lee - Himself
- Stephen Root - Scientist Supreme, Flatman
- Steven Blum - Beta Ray Bill, Zzzax, Beetle, Quasar, Terrax, Baron Zemo, Air-Walker, Tyr, Sauron, Devil Dinosaur, Karnak, Warlord Krang, N'kantu The Living Mummy, A-Bomb, Chameleon, Nitro, Demolition-Man, Ranma-Tut, Scalphunter, Skrullian Skymaster
- Susan Eisenberg - Thundra, Sage
- Tara Strong - Firestar, Polaris, Dagger, X-23, Athena, Magik, Danger, Blink, Thor Girl, Wolfsbane, Marrow
- Tasia Valenza - Spider-Woman, Tigra
- Tim Blanley - Ben Urich
- Tim Curry - J.A.R.V.I.S., Grandmaster
- Thomas F. Wilson - Hawkeye, Electro
- Tom Kane - Jasper Sitwell, Kurse, Maj. Glenn Talbot, Triton, Grey Gargoyle, Century
- Travis Willingham - Rhino, Hercules, Mastermind, Sabretooth, Volstagg, Werewolf By Night, Captain Ultra
- Tricia Helfer - Black Cat, Vindicator, Shalla-Bal
- Troy Baker - Moon Knight, Fandral, Fire-Lord, Ka-Zar, Longshot, Robbie Robertson, Syndren
- Vanessa Marshall - Black Widow, Madame Hydra, Titania, Hippolyta, Elektra, Domino, Jessica Jones, Alicia Masters, Silver Sable, Angela, Power Princess, Shriek, Mary Jane Watson, Jean DeWolff, She-Thing, Vertigo, Frigga, Mercy
- Wally Wingert - Mr. Fantastic, Henry Pym
- Wayne Knight - Microchip
- Will Friedle - Rick Jones, Bob, Agent of HYDRA
- Yuri Lowenthal - Speedball, Cannonball, Northstar
- Charlie Adler - Casting & Voice Director
- Christopher Drake - Composer