Ultimate Marvel vs. Capcom 3, an updated version of the 9-month-old Marvel Vs. Capcom 3: Fate of Two Worlds, arrived in stores for the Xbox 360 and PlayStation 3 last week. Despite adding 12 new playable characters, multiple new stages, new gameplay modes and adjusted settings, there's been some healthy skepticism about the title given the relatively short duration between this game's release and that of its predecessor. Is Capcom shamelessly milking fans for an additional $39.99 to pad their Q4 numbers? Should players take the plunge on the series if they've never tried it before? Are the game's upgrades and new additions even worth forking over hard-earned cash if for if you've already own the previous version? ComicsAlliance spent some quality time with retail version of Ultimate Marvel Vs. Capcom 3 on the PS3 and got some answers.Let's get one thing out in the open first - my skill level with the game is nowhere near what one would consider tournament caliber. This review isn't going to go into detail on the various tweaks to character balance or the fighting system because, quite frankly, they're not immediately noticeable unless you're a seasoned competitive player. If you're a tournament player (or aspire to be one), you're probably going to want to pick up this version if for no other reason that your competition will be migrating over to this latest version of the game.

For those of you who've never played a Marvel vs. Capcom title, it's a fighting game that takes place on a 2D plane where you pick your favorite Marvel or Capcom characters and have at them with punches, kicks and special powers. Think of it as an interactive comic book crossover between two major publishers. Matches are a tag-team affair where three characters are picked on each side. You can call on your reserve characters at any moment for a brief assist move, tag out, or even combine powers for a ludicrously powerful Crossover Combination, which invariably fills the screen with lasers and pain directed towards your opponent. Imagine Street Fighter if it experimented with multiple designer drugs simultaneously and you have a pretty good idea as to what Ultimate Marvel vs. Capcom 3 looks like on screen. The action moves blazingly fast, the colors are flashy and vibrant, and the combo hit number routinely reaches into the 40s.

The basic premise of the game revolves around defending Earth from a hungry Galactus and the cosmic om-nom-noms he's about to unleash on the planet. There's some sort of interdimensional rift that allows for both the Capcom and Marvel Universes to mingle, but how it came to exist isn't as important as why it exists - to let fans play out some serious "Who would win?" scenarios between two robust franchises.

Capcom brought back experienced Marvel scribe Frank Tieri to pen the storylines for the new characters. I use the term "storylines" loosely here, because the only story fans get to see here is a 2-4 panel dialog box slide show once they through arcade mode with a given character. Unfortunately for players of the original game, no new endings have been produced for the characters returning from the original version of Marvel vs. Capcom 3. In fact, I actually noticed omitted panels from several of the original character endings. X-23's ending, for example, is cut from about seven boxes of dialog to just three. Granted, the overall meaning didn't change much, but still, that's four dialog boxes of flavor text players are missing, dammit!

Despite these changes, Tieri's work continues to shine through -- especially in the little quips each character lets loose at the beginnings and endings of matches. I had a big grin on my face the first time I faced Phoenix Wright off against She-Hulk and saw this exchange:

Phoenix: Ms. Walters, your witness!

She-Hulk: Soon the defense will rest... her fist upon your face.

If you were a player who didn't know that She-Hulk's alter-ego, Jennifer Walters, is a criminal defense attorney or that Phoenix Wright is also a lawyer from his own cult classic Nintendo DS series, you wouldn't totally get that reference. But if you're a fan who already digs both fighters? Payoff.

Other characters are also true to their origins and personalities. Deadpool's irreverent as ever in breaking the fourth wall. The first time I heard him exclaim "Shoyruken!" I let out a hearty guffaw. Of COURSE Deadpool would be that guy to not only know what Street Fighter is but to also mock it openly in a fighting move.

Some nice surprises await comics fans in some of the new stages as well. UMvC3 offers up eight new stages for players to brawl in. While some of the stages are essentially refreshes of existing stages, like a winter version of Tron Bonne's world or a daytime air show on the S.H.I.E.L.D. Helicarrier, there are a couple of unique arenas included as well. The most memorable is a 3D recreation of the cover of Uncanny X-Men #141 (aka "Days of Future Past"). The iconic list of slain and apprehended mutants are replaced with characters from previous entries in the Marvel vs. Capcom series that didn't make it over to the new editions. There's also a Shadowland stage, based on the recent Marvel mini-series, complete with an evil looking Daredevil perched on a throne, spectating the fight like a Roman Emperor. As a comics fan, it's encouraging to see this level of attention given to the source material.

The main attraction for upgrading to UMvC3, though, is the 12 new playable characters, six on the Capcom side (Strider Hiryu, Phoenix Wright, Vergil, Frank West, Firebrand, Nemesis T-Type) and six on the Marvel side (Iron Fist, Nova, Doctor Strange, Ghost Rider, Hawkeye, Rocket Raccoon). All of the characters feel unique and original – players aren't simply getting reskins of existing character playstyles.

Phoenix Wright, for example, has probably one of the most unique fighting "styles" I've ever encountered in a fighting game. He doesn't really punch or kick like a normal fighter. Rather, he does the stuff he would in his own game: investigate for clues, shuffle through papers, and argue. His most feared attacks are when he throws a bunch of papers in your face or hit you with a giant word balloon shouting "Objection!" Phoenix does have the coolest Hyper Combo animation in the game, but it's quite a process getting to a point where you can use it. First, players have to gather three pieces of evidence using his "gather evidence" move. Not only that, they have to be the three "right" pieces of evidence (identified when the folder icon lights up). Then you have to change "stances" to "trial mode" by inputting a button sequence. Next, players have to have enough of your super meter charged enough to activate "turnabout mode." Finally, players input the move and are treated to some awesome music and an epic Hyper Combo animation. It sounds ridiculous and convoluted and, well, it is. It just looks so darn cool that it gets me giddy at the thought of humiliating an opponent with the move.

Aside from the new characters and stages, Capcom has also gussied up the menu system to contain beautiful hi-res comic splash art for each option selection. It's a nice touch and polishes the total presentation up a bit. Mission mode returns with new move chains to do, but it's still no substitute for a proper tutorial system. It's basically the fighting game tutorial equivalent of Ikea instructions. You're simply given a list of moves to perform in a row with no guidance or description on how to do them.

UMvC3's online experience has also been spruced up. After playing through a handful of ranked and player matches, the experience felt much smoother than it did in the previous version of the game. For those who enjoy playing in lobbies, there's an added Spectator Mode so you can actually watch the fights going on while you wait your turn, rather than sit at a menu twiddling your thumbs. Players do have to already be in the lobby when the match starts, though, as if you join a lobby mid-match, the game won't let you start watching until the next one begins.

Finally, Capcom is promising the free addition of a new online and offline game mode called "Heroes and Heralds" soon. It's designed to give those that aren't interested in hardcore competing something extra to do. The idea is based around collecting hundreds of character cards which boost the abilities of your fighter in various ways, such as gifting them the power of invisibility. The mode hasn't been released yet, so I can't tell you if it's any good, but it's something to look forward to if you pick up the game.

Despite the minimal improvements elsewhere, all of the new characters are worth your time and are worthy additions to the UMvC3 roster. Could they have been done as DLC (downloadable content) and have saved everyone some money? According to Capcom, "Maybe." Depending on whom you believe, the decision to go with a full retail release was either because of the earthquakes in Japan stymieing development or because of a philosophical opposition to the concept of DLC. From my perspective, I'm a little disappointed that the game doesn't have much more substantial content to offer aside than the new playable characters. Granted, 12 new characters for a competitive player is tantamount to playing a completely new game, but also doesn't make me feel warm and fuzzy that I plunked down $60 back in February for an already outdated game. Considering that the previous two characters available as DLC (Jill and Shuma Gorath) were $5 each, however, the prospect of having to dole out $60 steadily over a period of time for 12 characters suddenly seems much more onerous than a $39.99 one-time package.

If you skipped out on the original Marvel vs. Capcom 3 and love the characters and/or just love a good brawling game, then picking up Ultimate Marvel vs. Capcom 3 is a no-brainer. It's strictly superior to the previous version in virtually every way. Even if you're not normally a fighting game person, you may want to at least rent the game once just to experience your beloved characters brought to full interactive life (LifeTip for overworked readers: I've found that setting the game to an easy difficulty and breezing through arcade mode is a wonderful stress reliever).

As for those who own the first version, whether or not you'll find the right value in UMvC3 depends on how often you play with others -- either online or on the couch together. This is a game meant to be played competitively. Things will get very tiresome on your own once you're done experimenting with the new characters. Feel free to skip UMvC3 if you got the idea the first go-around and have no desire to see the new characters. It doesn't bring a whole lot new to the table.

Ultimately, the addition of new characters, new moves and tweaks to existing characters in UMvC3 provides competitive players with a rich fighting game experience. Fans can spend days and weeks trying to master all the intricacies of both new moves and old favorites. If the allure of playing to force competitors to ragequit in disgust after being pummeled them with an inescapable 45-hit air combo appeals to your gaming sensibilities, Ultimate Marvel Vs. Capcom 3 is the game for you.

Ultimate Marvel Vs. Capcom 3 Launch Trailer

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