* ActingForTwo:
** Steve Blum voices Wolverine and Taskmaster.
** Paul Dobson voices Doctor Doom and Shuma-Gorath.
* AllStarCast: The dub of the game is comprised of several big-name voice actors in WesternAnimation and {{Anime}}, including Creator/CharlieAdler, Creator/LauraBailey, Creator/MariaCanalsBarrera, Creator/BrianBloom, Creator/SteveBlum, Creator/JohnnyYongBosch, Creator/GinaBowes, Creator/DameonClarke, Creator/SusanDalian, Creator/PaulDobson, Creator/DCDouglas, Creator/DarrelGuilbeau, Creator/JenniferHale, Creator/KyleHebert, Creator/TomKane, Creator/JoshKeaton, Creator/ReubenLangdon, Creator/EricLoomis, Creator/NolanNorth, Creator/TaraPlatt, Creator/RogerCraigSmith, Creator/TaraStrong, Creator/FredTatasciore, Creator/KariWahlgren, Creator/JimWard, Creator/RickDWasserman, Creator/MichaelTWeiss, Creator/WallyWingert, and Creator/DanWoren. And then with ''Ultimate'' it added more, including Creator/TroyBaker, Creator/ChrisCox, Creator/GregEllis, Creator/LorenLester, Creator/SamRiegel, T.J. Rotolo, and Creator/DanSouthworth.
* AuthorAppeal: As always, Capcom ''loves'' the supremely powerful but completely obscure Shuma-Gorath for his unique design as a tentacle monster. They fought tooth and nail to get him in ''3'' when Marvel initially blacklisted him, eventually settling on making him DLC as the final compromise.
* ChristmasRushed: [[http://www.eventhubs.com/news/2011/aug/09/niitsuma-wanted-58-characters-ultimate-marvel-vs-capcom-3/ Apparently,]] Niitsuma wanted 58 characters on the ''[=UMvC3=]'' disk, but the game was scheduled to be released in November to boost sales. So we have "only" 48 (or 50, counting the DLC characters that will stay as DLC).
* CrossRegionalVoiceActing: Enforced in the Japanese version, where the Marvel characters retain their English voices with no secondary voice track (see WhatCouldHaveBeen below for more information). This is in keeping with the franchise's roots, as the previous entries did the same.
** Also occurs among the Marvel voice cast, with Vancouver actor Creator/PaulDobson as Doctor Doom and Shuma-Gorath.
* DearNegativeReader: Christian Svensson (Capcom USA's Vice President) has ''had enough'' with fans complaining about Mega Man so he replied with this on a question of the apparent "trolling Mega Man fans":
-->''So to understand you correctly, we can't use Mega Man in any form or make any references (other than as a playable character) without pissing some folks off? I think you need thicker skin. I'd also think as a fan, you should like to see any/all exposure for Mega Man to raise awareness for the brand in any form, even if you personally aren't satisfied by the execution.''
* DummiedOut: [[VideoGame/DeadRising Frank West]] and [[ComicBook/SpiderMan Doctor Octopus]] were planned for the {{vanilla|Edition}}, though only Frank was finished up and brought back for ''Ultimate''.
** Magneto lacks an alternate costume in the final. This is because the alt, which is the ComicBook/HouseOfM “King of Spain” outfit, was cut at the Spanish government’s request.
** Every character has voice clips for tagging themselves in, as well as tagging Galactus in; Galactus has voice clips for tagging the entire cast in, including himself. This, combined with the increase of character colors to six for each character in Ultimate, suggests that being able to have duplicate characters on a team was going to return from ''2'', and that Galactus may have been planned to either be a proper character or be able to tag in other characters during his boss fight or Galactus Mode, or that every character could be summoned as a Herald in his fight instead of just Akuma, Wesker, Doctor Doom, and Dormammu.
* ExecutiveMeddling: In ''Ultimate'', while the new Capcom characters chosen were staff and fan favorites, the new Marvel characters were suggested by Marvel themselves and Capcom agreed to the choices.
** Capcom notes that of all of the Marvel characters they have worked on, ComicBook/DoctorStrange was the only one that Marvel sent a list of specific things they had to do and what they couldn't do with the character. They even dictated what sort of hand gestures Doctor Strange uses. While Capcom managed to get some changes in, citing technical difficulties, most of their creative decisions for Doctor Strange were overruled by Marvel. There is speculation that the ''Film/{{Doctor Strange|2016}}'' film had something to do with this.
** During discussions of what characters went into ''Marvel vs. Capcom 3'', Marvel had the final say in what characters of theirs they didn't want in, such as ComicBook/{{Venom}}. The only exception is Shuma-Gorath, whom Marvel didn't want in, but Capcom protested, and they agreed he could be in but only as DLC.
* MarthDebutedInSmashBros: The costume worn by the [[WesternAnimation/UltimateSpiderMan2012 Sam Alexander version]] of ComicBook/{{Nova}} first appeared as Nova's [[DownloadableContent DLC]] costume. Notably, the show didn't air until a month and several days after the costume was available for download. Before that, the costume was shown to the public long before Nova was even revealed to be a part of ''Ultimate Spider-Man'''s cast (which was about a 3-month gap).
* PlayingAgainstType:
** Creator/HiroakiHirata, who commonly voices {{Chivalrous Pervert}}s such as [[Manga/OnePiece Sanji]] and [[{{Manga/Saiyuki}} Gojyo]], voices [[AloofBigBrother Ver]][[NobleDemon gil]] in this game.
** Creator/DanWoren, who usually voices [[TheStoic stoic]] badasses such as [[Manga/{{Bleach}} Byakuya]], voices Arthur.
** Creator/TaraPlatt, who commonly voices {{Defrosting Ice Queen}} badasses such as [[VideoGame/Persona3 Mitsuru Kirijo]] and [[VideoGame/Drakengard3 Zero]] voices Tron Bonne in this game.
* RefittedForSequel:
** A stage based off of ''VideoGame/GhostsNGoblins'' was planned for ''VideoGame/TatsunokoVsCapcom'', but made its way into this game along with Arthur.
** Phoenix Wright was considered as a playable character in ''Tatsunoko Vs. Capcom'', but complications (such as regarding how to handle his signature "Objection!/Igiari!" would work as an attack) scuttled those plans. He ended up becoming part of the roster in ''Ultimate Marvel Vs. Capcom 3''.
* RoleReprise:
** From ''VideoGame/XMenLegends'': Creator/SteveBlum as Wolverine.
** From ''VideoGame/TheIncredibleHulkUltimateDestruction'': Creator/FredTatasciore as the Hulk.
** From ''WesternAnimation/FantasticFourWorldsGreatestHeroes'': Creator/PaulDobson as Doctor Doom.
** From ''WesternAnimation/HulkVs'', in addition to the Hulk himself and Wolverine: Creator/NolanNorth as Deadpool.
** From ''WesternAnimation/TheSpectacularSpiderMan'': Creator/JoshKeaton as Spider-Man.
** From ''WesternAnimation/WolverineAndTheXMen2009'', in addition to Wolverine himself and the Hulk (and had Season 2 happened, Deadpool): Creator/JenniferHale as Jean Grey, Creator/SusanDalian as Storm, Creator/TaraStrong as X-23, Creator/TomKane as Magneto, and Creator/JimWard as the Sentinel.
** From ''WesternAnimation/TheSuperHeroSquadShow'', in addition to Wolverine: Creator/CharlieAdler as the Super-Skrull (albeit, sounding more like [[WesternAnimation/GIJoeResolute Cobra]] [[WesternAnimation/GIJoeRenegades Commander]]).
** From the ''Film/IronMan2'' tie-in game: Creator/EricLoomis as Iron Man.
** From ''WesternAnimation/TheAvengersEarthsMightiestHeroes'' in addition to Iron Man, Hulk, and Wolverine (and had he not been redubbed, Spider-Man): Creator/BrianBloom as Captain America, Creator/RickDWasserman as Thor, Creator/ChrisCox as Hawkeye, and Creator/WallyWingert as M.O.D.O.K. This went both ways, as Creator/LorenLester and Creator/GregEllis reprised their respective roles from this game as Iron Fist and Rocket Raccoon in ''EMH''.
** From ''VideoGame/StreetFighterIV'': Creator/KyleHebert as Ryu, Creator/LauraBailey as Chun-Li, Dave Mallow as Akuma, and Creator/MichelleRuff as Crimson Viper.
** From ''VideoGame/ResidentEvil'': Creator/RogerCraigSmith as Chris Redfield and Creator/DCDouglas as Albert Wesker.
** From ''VideoGame/DevilMayCry3DantesAwakening'' and ''VideoGame/DevilMayCry4'': Creator/ReubenLangdon as Dante, Danielle Burgio as Trish, and Creator/DanSouthworth as Vergil.
** From the ''VideoGame/DeadRising'' series: T. J. Rotolo as Frank West.
** Also, most Capcom characters' Japanese voice actors (those that had any Japanese voice prior to this game, that is) reprise their role here.
** Averted with Richard Grieco as Ghost Rider. While his name isn't said in either ''WesternAnimation/FantasticFourTheAnimatedSeries'' or ''WesternAnimation/TheIncredibleHulk1996'', Ghost Rider's human form did appear in the latter and does resemble Danny Ketch, the Ghost Rider of the time. Here, through promo materials and dialogue, he's identified as Johnny Blaze.
* WhatCouldHaveBeen:
** Capcom [[http://spong.com/feature/10110305/Interview-Marvel-vc-Capcom-3-Producer-Ryota-Niitsuma considered porting Vanilla MvC3 to handheld platforms]].
** A lot of characters were considered but never made the cut: [[https://www.youtube.com/watch?v=d6Q2dBi8-Jo A Youtube video version of the characters that were cut]].
*** For Vanilla [=MvC3=], the development team considered [[Franchise/AceAttorney Phoenix Wright, Franziska von Karma]], ComicBook/SilverSurfer, [[ComicBook/XMen Juggernaut]], ComicBook/GhostRider, all four of the ComicBook/FantasticFour, most of the ''VideoGame/{{Darkstalkers}}'' cast (especially Jon Talbain and Donovan), [[VideoGame/DeadRising Frank West]], ComicBook/DoctorOctopus, VideoGame/MegaMan, [[VideoGame/DeadRising2 Chuck Greene]], [[VideoGame/MonsterHunter a Monster Hunter]], [[VideoGame/BreathOfFireIV Fou-Lu]] and [[VideoGame/{{Strider}} Strider Hiryu]].
*** For Ultimate [=MvC3=], Phoenix Wright, Ghost Rider, Frank West and Strider Hiryu finally made the cut, but the development team also considered ComicBook/BlackPanther. And to top it all, all of them (sans Donovan, Jon Talbain and the Monster Hunter) made the cut as cards for the "Heroes and Heralds" mode.
** In a series of tweets, Ryota Niitsuma revealed considered characters that didn't make the cut and why;
*** [[ComicBook/XMen Multiple Man]] - Would've been too difficult for the engine to handle.
*** ComicBook/CloakAndDagger - They had ideas for the pair, but felt that they would've visually clashed with assists. The game engine also couldn’t handle 2 character in 1.
*** [[ComicBook/XMen Spiral]] - They wanted to bring her back, but she proved to be too much of a hassle to develop.
*** [[ComicBook/XMen Psylocke]] - Felt that she wasn't popular enough.
*** ComicBook/SpiderWoman - Felt that she didn't have enough to differentiate herself playstyle-wise.
*** ComicBook/SquirrelGirl - It was a choice between her or Rocket Raccoon. The staff went with Rocket.
*** ComicBook/{{Loki}} - Heavily considered but Niitsuma didn't feel that he was right for a fighting game.
*** [[ComicBook/TheVision Vision]] - Niitsuma joked that he would've been "too powerful".
*** [[ComicBook/XMen Mystique]] - Having a character who's main gimmick is changing their appearance was considered too difficult to develop in a fighting game..
*** [[ComicBook/TheKingpin Kingpin]] - Felt that he wasn't interesting enough.
*** [[VideoGame/StreetFighterIII Gill]] - He was "in the running roster till the end", but eventually cut for Nemesis, as they felt there were enough ''Street Fighter'' characters already. Also felt he wasn’t natural for the game’s speed.
*** [[VideoGame/BreathOfFireII Katt]] - The team wanted at least one female staff user, but Katt ended up being rejected as they felt she wasn't recognizable enough. [[VideoGame/MarvelVsCapcom2 Sonson]] and [[VideoGame/RedEarth Mai-Ling]] were also considered, but cut for the same reason.
*** [[VideoGame/{{Cyberbots}} Arieta]] - The team was worried that she would affect the game's age rating. [[VideoGame/PowerStone Rouge]] was cut for the same reason.
*** [[VideoGame/{{Darkstalkers}} Anita]] - A grown up version of her was considered but Niitsuma felt this “went a bit too far”.
*** [[Franchise/StreetFighter Ingrid]] - Niitsuma didn’t want her in.
*** [[Franchise/BreathOfFire Nina]] - Remained untill their very last cuts but Firebrand was pushed for over her, so the team went with him.
*** ComicBook/{{Blade}} - Felt he was too similar to Dante.
*** [[VideoGame/GodHand Gene]] - Wasn’t popular enough. Frank West took his spot, according to Niitsuma.
*** [[VideoGame/OnimushaDawnOfDreams Soki]] - Was potentially considered, but the team felt he was too weak. The original ''VideoGame/{{Onimusha}}'' protagonist, Samanosuke was then considered as his replacement, but “rights issues” kept him from making it in.
*** [[ComicBook/BlackWidow Black Widow]] - Team felt she was too similar to other gun-based fighters. ComicBook/TheHood was cut for the same reason.
*** ComicBook/CarolDanvers - Too difficult to make her stand out next to her competing candidates.
*** Niitsuma also states he pushed for [[VideoGame/RedEarth Tessa]], but she didn’t make it in.
** In a case of "What Almost Wasn't", ComicBook/{{Deadpool}} almost didn't make it in due to a translation error placing him on Marvel's "no go" list. A Capcom translator asked Marvel why a [[EnsembleDarkhorse fan-favorite]] shouldn't be in the game, and the mistake was fixed.
** DLC ''was'' initially planned for ''[=MvC3=]'' in the form of the ''Ultimate'' version itself (similar to ''Super VideoGame/StreetFighterIV: Arcade Edition''), but the tsunami and earthquake in Japan messed with the development schedule. As a result, the planned DLC and some other new additions were refurbished and packaged as ''Ultimate Marvel vs. Capcom 3'' in a disc release.
** There're also [[http://www.capcom-unity.com/snow_infernus/blog/2011/08/08/comic-con_live_stream_recordings_-_every_minute_plus_everything_else some lines from some characters which didn't make the cut into the game]]. For example:
*** Some of Deadpool's lines:
---->"What am I gonna do now that I've won? [[ImGoingToDisneyWorld I'm going to Disneyland]] [[HollywoodRestrainingOrder AND I DON'T CARE WHAT THE COURT ORDER SAYS]]!"[[note]]This one's pretty ironic considering not shortly after the game was released, Disney became partners with Marvel.[[/note]]
---->"Look at me, ma! Hahahahahaha! LOOK AT ME!"
---->"Hey, how come ''[[Creator/RyanReynolds I]]'' [[Creator/RyanReynolds don't get]] Creator/ScarlettJohansson?"[[note]]Admittedly, that one ain't exactly applicable anymore. Maybe he just got [[Film/TheAvengers2012 sick of the accent]].[[/note]]
---->"Hey, Spidey! Remember how your webbing can't touch windows? Just like how you couldn't touch me?"
*** Also, Deadpool was said to sing some lines of Music/MichaelJackson's songs to match his moonwalking, but out of fear of being sued, the idea was cut out.
*** Deadpool had quite a number of zingers against Spider-Man.
*** Spider-Man's pre-battle line for Ryu:
----> "Hey, [[Film/TheKarateKid Karate Kid]]! [[XCalledTheyWantTheirYBack Ralph Macchio called, he wants his look back!]]"[[note]]Funny thing is, Wolverine actually calls Ryu "Karate Kid" in the comic that accompanied the pre-order editions.[[/note]]
*** This can also be seen with earlier builds of the game. ''Many'' of Deadpool's quotes were revised[[note]]"I love me some guns!" > "Have gun, will shoot!"; "Pineapple!" > "Pineapple surprise!"; "BANG! BANGBANGBANGBANGBANGBANGBANG!" > "Hell yeah! I hear bullets taste just like chicken, ha ha!" (which went ''back'' to the original quote in the final release due to fan backlash)[[/note]], Iron Man's assist quote was originally "It's on you now." instead of "Excuse me!", Dormammu actually called out "Floating Bomb!" for his Stalking Flare hyper instead of "I summon the power!", and an exchange between Dante and Morrigan (which would have been a MythologyGag to Nevan's "Well now, aren't you a handsome devil." line to Dante in ''VideoGame/DevilMayCry3DantesAwakening'') was cut, among others. There are also a few unused voice clips found in the Sound Test (such as Zero's reaction to being K.O.-ed via chip damage or a light attack and an alternate victory quote for when Dormammu defeats Shuma-Gorath).
** A stage based around ''VideoGame/{{Okami}}'' was considered, but was dropped due to clashes with the art style in the game. [[https://www.youtube.com/watch?v=u0EPFsrpd60 The theme for the stage was finished]] however, and is actually still in the game disc.
** Originally, all characters were subjected to BilingualDialogue as detailed on the main page, allowing players to choose whether specific characters spoke English or Japanese. Niitsuma eventually decided against it for the Marvel side, claiming that speaking Japanese did not fit their image. The final release saw the option to choose what language each Capcom character (save for Amaterasu, Nemesis and Firebrand) spoke.
** Initially, both Sentinel and Juggernaut were blacklisted by Marvel. However, Capcom heavily fought for their inclusions, and Marvel relented on a compromise -- either Sentinel or Juggernaut could be in the game, but not both. Capcom chose the former.
** Shuma-Gorath ''almost'' didn't make it in because of Marvel's say-so. However, Capcom protested to such a great degree that Marvel allowed on the condition that he was made DLC.
** Writer Frank Tieri revealed on Twitter that ComicBook/MilesMorales [[https://www.twitter.com/FrankTieri/status/145923054118256641 was proposed for Ultimate and both Marvel and Capcom were on board for it, but didn’t make it due to time constraints.]]
** Years later, [[https://twitter.com/FrankTieri/status/1320096276726284294 Tieri also revealed]] that there were tentative plans for both a comic book mini-series ''and'' an animated series, but both projects fell apart due to Marvel and Capcom being unable to agree on terms before making the SoOkayItsAverage ''Infinite''.
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