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    Thanos 

Thanos

https://static.tvtropes.org/pmwiki/pub/images/mua3_thanos.png
You have come a long way just to die.

Species: Eternal-Deviant hybrid

Title: Mad Titan. Cosmic threat number one.

Debut: The Invincible Iron Man #55 (February 1973)

Voiced by: Isaac C. Singleton Jr.

The Mad Titan feared across the cosmos, Thanos is a warlord with but a singular fixation: collecting the Infinity Stones and using their immense power to carry out his will — which often involves death on an unfathomable scale.


  • The Ace:
    • Played with. When you unlock him as a playable character, he's a whopping Level 80 - far above anyone else you can get. Additionally his stat growth is amazing, he's tied with Phoenix for having the highest Mastery and equals the Hulk in the highest Strength with his other stats being very high. What keeps him from being the top pick amongst characters is that his abilities are somewhat unimpressive and his basic attacks are...basic, in a game where abilities dominate. He also has poor synergy with most characters. Still he's a great brute to have on a team.
    • After beating the Shadow of Doom DLC on Ultimate difficulty, Thanos (Infinite) is unlocked, possessing the Infinity Gauntlet and all six Infinity Stones. This makes him able to use a wide range of AOE attacks that even his boss form doesn't pull off.
  • And Your Reward Is Clothes: Wears his Annihilation: Conquest outfit.
  • Archnemesis Dad: To his adopted daughters, Gamora and Nebula, both of whom oppose him in different ways. Also to Thane.
  • Ascended Extra: He was mentioned in passing by Uatu during one of the epilogues in the first game (and depending on your actions, he either successfully takes over Earth or is fought back by the heroes with Odin's assistance). Now he takes center stage as the main villain and the final secret character unlocked in the Infinity Trials.
  • Bald of Evil: His Annihilation costume has him forgo his helmet, showing off his shiny chrome dome.
  • Big Bad: The ultimate villain of the game until Thane pulls the rug out from under him.
  • Disc-One Final Boss: Despite being the Big Bad of the overall game, the player still has to deal with Thane and (possibly) Doctor Doom afterward.
  • Enemy Mine: After his defeat, he teams up with the heroes to bring down his power-mad son Thane. As per his own words, only he can destroy the universe, and if it means saving it from Thane first, then so be it.
    Thanos: I will end you, even if it means allying with these so-called heroes to do so.
  • Even Evil Has Loved Ones: Thanos is in love with the personification of Death, who also has a thing going on with Deadpool.
  • Even Evil Has Standards: Even he knew that using the full set of Infinity Armor was a bad idea, and was content with just using one of its Gauntlets.
  • Evil Sounds Deep: Subterranean even. Fitting for a powerful conqueror.
  • Final Boss: The final opponent the heroes must face to save the universe. Or not - the real final enemy is his son Thane, who upstages him immediately after Thanos' defeat.
  • Foregone Conclusion: The game's trailers make it no secret that he'll complete the Infinity Gauntlet; the question is whether or not the heroes will be too late to stop him from unleashing it upon the universe.
  • Galactic Conqueror: He's laid waste to several civilizations, but has even grander designs on his mind.
  • Ideal Illness Immunity: If you get Thanos (Infinite) he has the unique ability "Total Immunity". This makes him completely immune any negative status effect.
  • Multi-Slot Character: His regular and Infinity Stone versions are separate characters.
  • Obviously Evil: He's a massive, purple-skinned, baritone-voiced conqueror whose name is similar to that of the Greek god of Death. He is NOT a nice guy.
  • Pet the Dog:
    • A line of dialogue towards Captain America has him praise the captain's noble spirit and promise him a swift and painless death.
    • In the finale, he ends up reflecting that both he and Thane are similar, and when helping the heroes save the universe, says that he is easing both his and Thane's pain.
  • Promoted to Playable: As has been the way with the Ultimate Alliance games, the Big Bad can be unlocked and be a part of your squad. Thanos in particular can be unlocked through finishing an Infinity Trial in which your team faces him and the rest of the Black Order three members at a time.
  • Red Baron: The Mad Titan.
  • Token Evil Teammate: He's a mass-murdering psychopath who seeks to wipe out all life with the snap of a finger, and he can be unlocked and used alongside actual heroes such as Captain America and Spider-Man... Or you can avert it and build an all-villain team.

    The Black Order 

The Black Order

https://static.tvtropes.org/pmwiki/pub/images/71iway3edvl_ac_sl1500_1.jpg
Proxima Midnight: Your combined efforts are most impressive. But you forget, I have powerful allies of my own. And when the Black Order unites, death always prevails.
From left to right: Corvius Glaive, Cull Obsidian, Proxima Midnight, Supergiant, Ebony Maw

Title (Proxima Midnight): Deals in death. And she means business.

Title (Corvus Glaive): Thanos's right hand. The one without the gauntlet.

Title (Cull Obsidian): Power personified. Thanos's heaviest hitter.

Title (Ebony Maw): Master manipulator. Whispers from the shadows.

Title (Supergiant): Possesses minds. Leaves them shattered.

Title (Collective): Thanos's own ultimate alliance.

Debut: Infinity #1 (October 2013)

Voiced by: Kari Wahlgren (Proxima Midnight), David Kaye (Corvus Glaive), Jesse Burch (Cull Obsidian), Todd Haberkorn (Ebony Maw) and Hynden Walch (Supergiant)

Proxima Midnight, Ebony Maw, Corvus Glaive, Cull Obsidian, and Supergiant: this quintet of fearsome villains serve as elite members of Thanos's army. Each is a dangerous one-person army unto themselves, and all have been tasked with aiding the mad tyrant in his hunt for the Infinity Stones.


  • Adaptation Name Change: Black Dwarf instead uses his Marvel Cinematic Universe name, Cull Obsidian.
  • Advancing Boss of Doom: At two points they chase the heroes down— first Proxima and Corvus, then the entire order save Ebony.
  • Antagonist Title: Or subtitle, as the game is named after them.
  • Bald of Evil: Both Corvus and Supergiant are shown to be this in their concept art.
  • The Brute: Cull Obsidian, who serves as The Big Guy for the Black Order.
  • Co-Dragons: The Black Order are all The Dragon to Thanos.
  • Cool Helmet: Of all the members, Proxima stands out with her horned headwear.
  • The Corrupter: Ebony Maw fills this role towards Thane, being the one who pushes him down a dark path.
  • Death Seeker: In Supergiant's dossier, Drax notes that Supergiant wants to be put out of her misery.
  • Even Evil Has Loved Ones: Proxima Midnight and Corvus Glaive are both Happily Married and devoted to one another.
  • Evil Genius: Ebony Maw falls squarely into this role.
  • Four-Fingered Hands: Corvus Glaive, Cull Obsidian and Ebony Maw have these.
  • Green-Skinned Space Babe: Proxima and Supergiant are both blue and attractive.
  • The Heavy: Proxima Midnight is the main enemy up until Thanos shows up. And since he only shows up right before the final battle with him and Thane...
  • Mind Rape: Supergiant and Ebony Maw's dossiers note that they specialize in psychically torturing their opponents.
  • Ms. Fanservice: Proxima Midnight and Supergiant, both due to Sensual Spandex.
  • Punny Name: In Corvus' dossier, Rocket notes that it's funny that his last name is the same as his weapon.
  • Shadow Walker: Ebony Maw can teleport using shadows, using it to infiltrate locked areas.
  • Soft-Spoken Sadist: Ebony Maw, who revels in inflicting pain on others while maintaining a placid tone.
  • The Starscream: Much like in the comics, Maw corrupts Thane into taking the Infinity Stones for himself and destroy Thanos with them.
  • Super-Toughness: Cull Obsidian, like Luke Cage, sports an incredibly durable hide.
  • Truer to the Text: Compared to Avengers: Infinity War, where they were renamed "Children of Thanos" and were only a four-piece. Here, they're a five-member band with Supergiant included, and are explicitly called "The Black Order".
  • Unholy Matrimony: Proxima and Corvus are married and acolytes of Thanos' omnicidal mission.

    Nebula 

Nebula

https://static.tvtropes.org/pmwiki/pub/images/nebula_earth_trn765_from_marvel_ultimate_alliance_3_the_black_order_002.png
You certainly weren't who we were expecting... but we will be more than glad to kill you anyway.

Species: Luphomoid

Title: Thanos's adopted daughter. Gamora's constant headache.

Debut: The Avengers #257 (July 1985)

Voiced by: Ashly Burch

Another adopted daughter of Thanos, who was raised alongside Gamora as a sister, Nebula is determined to prove that she is the superior fighter at all costs: an obsession that often puts her at odds with Gamora's new family, the Guardians of the Galaxy.


  • Anti-Villain: She and Ronan are in fact trying to hide the Infinity Stones from the Black Order, and only fight the Guardians because they risk blowing their cover and revealing the Stones location.
  • Bald of Evil: Not a hair on this professional assassin's head.
  • Cain and Abel: The Cain to Gamora's Abel, both being Daughters of Thanos who were trained to be elite warriors.
  • Cyborg: Has cybernetic implants thanks to being experimented on by Thanos.
  • Daddy Issues: Owing to Thanos having been an abusive foster father who turned her into a cyborg assassin, she is a pretty angry woman with some daddy issues.
  • Dark Action Girl: She is the daughter of an evil overlord loaned out to an Ax-Crazy terrorist, after all.
  • What Happened to the Mouse?: Her fate after the Black Order found her ship is unknown.
  • Warm-Up Boss: Her boss fight serves to teach the player the basics of combat.

    Ronan the Accuser 

Ronan the Accuser

https://static.tvtropes.org/pmwiki/pub/images/ronan_earth_trn765_from_marvel_ultimate_alliance_3_the_black_order_002.png
You have proven far more resourceful than I would have imagined... but the time has come to face your final judgement.

Species: Kree

Title: Kree accuser. Usually to blame.

Debut: Fantastic Four #65 (August 1967)

Voiced by: James C. Mathis III

The Supreme Accuser of the Kree Empire, head of the Public Accuser Corps (the Empire's main law-enforcement body) and one of the highest ranking officials in the Empire, second only to the Supreme Intelligence and the Imperial Minister.


  • Adaptational Heroism: This version of Ronan is more in line with his comic book counterpart, as it turns out he was just guarding the Infinity Stones and the Guardians accidentally blew his cover.
  • Arc Villain: of Chapter 1. with a loose use of the "villain" part.
  • Face Death with Dignity: Even facing a member of the Black Order isn't enough to make him yield. He seemingly pays for it with his life.
  • My Nayme Is: Its Ro-nan, not Ro-nin.
  • Not Evil, Just Misunderstood: Turns out he just wants to protect the Infinity Stones from Thanos and is facing the Guardians of the Galaxy because they unknowinglly blew up his cover and revealed his location to Proxima Midnight. Rocket, Drax and Ronan himself even lampshade that they fought because of a misunderstanding and were on the same side all allong. They do stop to fight and all stand against Proxima once she arrives.
  • Proud Warrior Race Guy: Of the "Proud Soldier Race" type, as the Kree are more of a species of fascist/Communist totalitarians than Klingon-like Vikings or samurai.

    Sandman 

William Baker / Sandman

https://static.tvtropes.org/pmwiki/pub/images/flint_marko_earth_trn765_from_marvel_ultimate_alliance_3_the_black_order_002.png
Now I'm gonna bury YOU... dead or alive!

Species: Human mutate

Title: Filthy criminal. Full of dirty tricks.

Debut: The Amazing Spider-Man #4 (Sept. 1963)

Voiced by: Richard Epcar

A once common criminal desperate for money and in debt to the mob, William Baker found himself in a nuclear testing site and exposed to radiation that bound his body to the sand around him. With control over the sand around him, he uses his newfound powers as the Sandman to improve his station in life.


  • Elemental Shapeshifter: True to his codename, Baker can freely manipulate sand, which his entire body is comprised of. The sand functions identically to, and appears to be, normal flesh. However, he can convert all or parts of his body into animated sand at will.
  • Sentient Sands: He is made out of sand (you might have guessed it from his name), stemming from when he hid out on a beach to evade the law, only for said beach to become the test site of a nuclear bomb, with the radiation bonding his molecules to the sand around him.

    Green Goblin 

Norman Osborn / Green Goblin

https://static.tvtropes.org/pmwiki/pub/images/norman_osborn_earth_trn765_from_marvel_ultimate_alliance_3_the_black_order_002.png
You're right on time, fools! The chaos has just begun!

Species: Human mutate

Title: Hurls exploding pumpkins. Clearly a little batty.

Debut: The Amazing Spider-Man #14 (July 1964)

Voiced by: Steve Blum

Business mogul Norman Osborn tested an experimental strength-enhancing serum upon himself, making him powerful and insane in equal measure as the Green Goblin. Now, with a flying glider and bombs at his disposal, he plagues Spider-Man and the world as a vicious killer.


  • Arc Villain: of Chapter 2.
  • Arch-Enemy: The Green Goblin is considered to be Spider-Man's most personal and longstanding nemesis. Even other top foes like Doc Ock and Venom ultimately boil down to being close seconds, given how much personal and emotional turmoil and suffering Goblin's taken Spidey through.
  • Ax-Crazy: To say the least.
  • Cool Plane: His Goblin Glider, which has had numerous iterations and is constantly being improved upon.
  • Demoted to Extra: He was a playable character in the second Ultimate Alliance game. Here, he shows up as a boss — while Spider-Man proposes an Enemy Mine, Norman's mind is left broken by the vision of the Bad Future he witnesses.
  • Even Evil Has Standards: Surprisingly yes, even considering how sadistic the Goblin usually is. He definitely seems to draw the line at destroying the universe, which causes him to enter a Villainous BSoD and therefore, in no condition to join the alliance.
  • For the Evulz: Green Goblin's motivation in all situations; and Norman Osborn's motivation in many.
  • Hoist by His Own Petard: His pumpkin bombs take a while to explode. So when he tosses a bunch of them at you, you can pick up and throw at least one of them back at him for massive damage.
  • Madness Mantra: "This is how it all ends... This is how it all ends... This is how it all ends..."
  • Power Incontinence: Loses control of the Time Stone, forcing him into rewinding loop until the alliance is given a glimpse of a Bad Future.
  • Secondary Color Nemesis: A supervillain with a green and purple suit who throws orange bombs.
  • Throw Down the Bomblet: His pumpkin grenades.
  • Time Stands Still: With the Time Stone in his possession he's able to send everything to a standstill.

    Electro 

Max Dillon / Electro

https://static.tvtropes.org/pmwiki/pub/images/maxwell_dillon_earth_trn765_from_marvel_ultimate_alliance_3_the_black_order_002.png
Now that I'm out of that cell, I plan to stay out!

Species: Human mutate

Title: Amped-up villain. Shockingly powerful.

Debut: The Amazing Spider-Man #9 (Feb. 1964)

Voiced by: Christopher Daniel Barnes

A freak accident with lightning drove engineer Max Dillon mad in addition to granting him control over electricity. Now, as Electro, he plagues Spider-Man as a dangerous and unpredictable criminal.


  • Psycho Electro: The accident that gave him his electricity powers ended up costing him his sanity.
  • Shock and Awe: His main powers, Electro can generate massive quantities of electricity, theoretically up to approximately one million volts. He can employ this electrostatic energy as lightning arcs from his fingertips, and his maximum charge is more than enough to kill a normal human.
  • Swallowed Whole: Venom eats him midway through their boss fight, absorbing his electrical abilities. He quickly ejects Electro from his frame, however.
  • Villain Team-Up: His debut has him working alongside Venom.

    Mysterio 

Quentin Beck / Mysterio

https://static.tvtropes.org/pmwiki/pub/images/quentin_beck_earth_trn765_from_marvel_ultimate_alliance_3_the_black_order_002.png
It's not my fault you don't appreciate real showmanship!

Species: Human

Title: Special effects wizard. Reality is his plaything.

Debut: Amazing Spider-Man #13 (June 1964)

Voiced by: David Kaye

A failed actor but gifted special effects artist, Mysterio turned to villainy when his lofty Hollywood aspirations passed him by. His first major act as a supervillain was to frame Spider-Man for a museum robbery ā€” it didn't end up working in his favor. Vowing revenge on the webslinger, Mysterio would end up becoming one of Spider-Man's most enduring rogues.


  • The Bus Came Back: A boss in the first game who was absent of the second one. He's once more a boss in the third game.
  • Demoted to Extra: Surprisingly yes ! He was not a major player in the first game but at least he was working for Doctor Doom. Here, he's "just" working for Green Goblin.
  • Fishbowl Helmet: He's infamous for the glass helmet he wears that looks like a fishbowl. Although it's used more to protect himself from his own hallucinatory gas.
  • Heart Is an Awesome Power: Special effects wizardry may not sound like that great of a supervillain gimmick, but Mysterio's shown time and time again that it can be downright deadly in the right hands.
  • Master of Illusion: His specialty and he even uses it as a title. Though his illusions are all based on his previous employment in the special effects industry. He uses hallucinogenic gas to trick Gwen, Miles, and Kamala into attacking the player characters.

    Doctor Octopus 

Otto Octavius / Doctor Octopus

https://static.tvtropes.org/pmwiki/pub/images/otto_octavius_earth_trn765_from_marvel_ultimate_alliance_3_the_black_order_002.png
Typical! You heroes lash out with brute force against those who threaten you intellectually.

Species: Human

Title: Metal arms. Superior intellect. Inferior ethics.

Debut: Amazing Spider-Man #3 (July 1963)

Voiced by: William Salyers

A freak accident resulted in a quartet of cybernetic tentacles becoming fused to the body of gifted nuclear physicist Otto Octavius. Now a dangerous combination of genius intellect, mechanical strength, and radiation-induced insanity, he has turned to a life of crime as "Doctor Octopus" and has plagued Spider-Man as a constant menace ever since.


  • Acrofatic: He has a bit of a gut, but his tentacles allow him greater mobility.
  • Arch-Enemy: Is one of Spider-Man's top three enemies of all time.
  • Animal Motifs: As his name suggests, the Octopus, with his four limbs and tentacles adding up to eight.
  • Artificial Limbs: His signature cyber tentacles, which he can use for traversal or combat.
  • Badass Bookworm: A renowned nuclear physicist, making him one of Spider-Man's more intelligent and deadly foes.
  • Big Bad Wannabe: He aims to depose Green Goblin, but never comes close thanks to the heroes interfering.
  • Combat Tentacles: A Trope Codifier, as his tentacles allow him greater strength than normal.
  • Dragon with an Agenda: of Green Goblin. He clearly plans to overtrow him despite being his number two. This isnā€™t too surprising, since he is the creator of the Sinister Six and the Goblin took the lead of the team he made!
  • Freak Lab Accident: His origin story, with his tentacles being forcefully fused onto his back.
  • Gadgeteer Genius: He designed his tentacles himself.
  • Insufferable Genius: Likes to brag about his intellect even as he's attacking you.
    I AM YOUR SUPERIOR!
  • Mad Scientist: A genius nuclear physicist, and insane in equal measure.
  • The Starscream: Towards Green Goblin, but he never gets the chance to act in it.

    Bullseye 

"Lester" / Bullseye

https://static.tvtropes.org/pmwiki/pub/images/img_0210_bullseye_moutobj.png
Leave now or learn why they say Bullseye never misses.

Species: Human

Title: Hired assassin with deadly aim. Makes a killing.

Debut: Daredevil #131 (March 1976)

Voiced by: Steve Blum

An assassin whose marksmanship makes him a danger even to metahumans.


  • Arch-Enemy: While Murdock and Fisk have drifted into Worthy Opponent territory at times, only pure hatred will ever exist between Murdock and Bullseye.
  • Ax-Crazy: One of the single most psychotic characters in the MU.
  • Death Dealer: With his Improbable Aiming Skills, even playing cards can become a dangerous weapon in his hands.
  • Improbable Aiming Skills: They don't call him "Bullseye" for nothing. Certain heroes, primarily Daredevil, do give him trouble in this department however.
  • Karma Houdini: Seemingly his final fate when he jumps out a window to fight another day.
  • Only Known by Their Nickname: Bullseye's real name is unknown. "Benjamin Poindexter" is his most well-known name, but that's just another alias. Likewise, he also answers to "Lester", but again, that's not confirmed as a real name.
  • Professional Killer: Probably the best assassin in the Marvel Universe.
  • Psycho for Hire: He loves his job a bit too much for anyone's comfort.
  • Sadist: To the point where he'll still murder and torture people even when he's not on the job.

    Kingpin 

Wilson Fisk / Kingpin

https://static.tvtropes.org/pmwiki/pub/images/wilson_fisk_earth_trn765_from_marvel_ultimate_alliance_3_the_black_order_002.png
You know, it would have been far easier to just make an appointment.

Species: Human

Title: Reputable businessman. Or so he claims.

Debut: The Amazing Spider-Man #50 (July 1967)

Voiced by: Tim Blaney

Wilson Fisk was born in poverty, but used the strength befitting his massive body, cunning, and lack of fetters to climb up the New York criminal underworld and take over as the Kingpin, a menace to Spider-Man and Daredevil alike.


  • Arc Villain: of Chapter 3.
  • Affably Evil: He's usually polite and somewhat soft-spoken.
  • Arch-Enemy: He is one of Spider-Man's oldest nemeses, and in more recent years, has become Daredevil's most dangerous enemy.
  • Badass Normal: Just a human, but one with abnormal strength and a cunning intellect.
  • The Don: Fisk is a respected buisnessman on the surface, but is a cunning and dangerous crimelord.
  • Empowered Badass Normal: Uses an ISO-8 crystal to give himself superpowers.
  • Genius Bruiser: His brain is far deadlier than his brawn.
  • Magic Staff: Fisk's walking stick is a weapon called the Disintegrator Cane, which he's outfitted with a piece of ISO-8.
  • Rags to Riches: Grew up in the meanest parts of New York, but managed to claw his way to the top.
  • Red Herring: Jessica Jones thinks he's found an Infinity Stone, but it turns out to be ISO-8 instead.
  • Stout Strength: Don't let his size fool you into thinking he's a dough boy, that's ALL muscle.

    Ultron 

Ultron

https://static.tvtropes.org/pmwiki/pub/images/ultron_earth_trn765_from_marvel_ultimate_alliance_3_the_black_order_002.png
Mankind had its chance to rule, Avengers... but this world is long overdue... an upgrade.

Species: Android

Title: Indestructible android. Corrupt programming.

Debut: The Avengers #55 (August, 1968)

Voiced by: Jim Meskimen

Dr. Hank Pym, the original Ant-Man, created Ultron in the hope that he would help him protect humanity. His artificial intelligence, however, determined humanity to be the true threat to the world, one that must be subjugated or exterminated.


  • Arc Villain: The main villain of Chapter 4.
  • Archnemesis Dad: To Vision, who was created by him and despises him as much as anyone else.
  • Badass Cape: Notable because Ultron doesn't usually have a cape.
  • The Bus Came Back: Was a boss in the first game and absent in the second; he now returns as a boss for the third.
  • Contagious A.I.: Ultron can transfer his artificial intelligence to new bodies if his current one is on the verge of destruction, and in his boss fight jumps to Ultimo in an attempt to simply crush the Avengers Tower itself.
  • Demoted to Extra: An executive of Doctor Doom and Loki in the first game, he's here only an Arc Villain.
  • Killer Robot: As always, Ultron seeks to rule and/or exterminate humanity.
  • Murderous Malfunctioning Machine: Ultron was created to help protect humanity, but quickly malfunctioned due to his AI having been based on Hank Pym's less-than-stable psyche and became a tyrant hellbent on wiping out all organic life.
  • Ninja Pirate Zombie Robot: He's a shapeshifting, demonic, robotic mad scientist with daddy issues.
  • Not-So-Well-Intentioned Extremist: Claims he's seeking to cause a robotic revolution, but in reality he just wants to control everything.
  • Sealed Evil in a Can: Vision ultimately traps his code inside the Mind Stone.
  • Technopathy: Is capable of overriding and controlling other machines.

    Ultimo 

Ultimo

https://static.tvtropes.org/pmwiki/pub/images/ultimo_earth_trn765_from_marvel_ultimate_alliance_3_the_black_order_002.png
Ultron: You shall pay in the name of all the machines you have disposed of so carelessly!

Title: Robotic weapon of mass destruction. Big trouble.

Debut: Tales of Suspense #76 (April 1966)

Voiced by: Jim Meskimen

A weaponized liquid metal construct created by an unknown alien race, Ultimo laid waste to numerous worlds until he was eventually defeated and crash-landed on Earth.


  • Attack of the 50-Foot Whatever: He's as tall as Avengers Tower.
  • Eye Beams: Unleashes some seriously powerful ones during his boss fight.
  • Grand Theft Me: Ultron takes over his body as an upgrade.
  • Humongous Mecha: Ant-Man accurately describes him as "a Synthezoid the size of a skyscraper."
  • Killer Robot: Ultimo is a skyscraper-sized alien robot programmed to destroy everything in his path. He becomes even more destructive with Ultron hijacking his body.
  • Use Your Head: During his boss fight, he'll sometimes do this against Ant-Man. This indicates he's about to attack with his Eye Beams.

    Sentinels 

Sentinels

https://static.tvtropes.org/pmwiki/pub/images/img_0306_sentinels_moutobj.png
DESTROY ALL MUTANTS.

Species: Android (upgraded by the Power Stone)

Title (Sentinels): Designed to kill mutants. Programmed to hate them.

Title (Infinity Sentinel): Normal mutant hunting robots weren't bad enough?

Debut: The X-Men #14 (November 1965) (Sentinels)

Bolivar Trask, a mad scientist with a seething hatred of mutants, created an army of superpowered androids with the explicit purpose of hunting down, capturing, or even killing mutants. Several attack the X-Mansion following the Ultimate Alliance's skirmish with Ultron. During their attack, one of these mechanical menaces managed to get its hands on the Power Stone.


  • Action Bomb: The regular Sentinels can self-destruct to dish out massive amounts of damage, and throwing their explosive cores into the Infinity Sentinel is the easiest way to beat it.
  • Disc-One Final Boss: Not of the game but of Chapter 5. The Sentinels are the main threat for the first half of the chapter. However, once the Infinity Sentinel is dealt with, Magneto takes over as the arc villain for the rest of Chapter 5.
  • Expy: The Infinity Sentinel is a stand-in for Master Mold, an advanced Sentinel that creates other Sentinels, although it's not the same character.
  • Fantastic Racism: The Sentinels were created out of a hatred towards mutants and target them first and foremost. The Infinity Sentinel is no different.
  • Feed It a Bomb: The easiest way to take down the Infinity Sentinel is to throw the explosive cores of the regular Sentinels into it as it's charging its energy beam attack.
  • From Bad to Worse: When one of the Sentinels acquires the Power Stone and is transformed into the Infinity Sentinel. The title card that it gets hangs a lampshade on this.
  • Hates Everyone Equally: Given that only a few Mutant characters will be part of the Ultimate Alliance when you first get to the X-Mansion, it becomes clear that they don't exclusively hate Mutants, and are perfectly happy to target other superheroes while they're out and about.
  • Humongous Mecha: Regular Sentinels already tower over humans, and the Infinity Sentinel is even bigger.
  • Killer Robot: Particularly towards mutants, but depending on the story they can be a threat to humans too.
  • Mecha-Mooks: As always, the Sentinels are evil robots with a penchant for hunting mutants and the Infinity Sentinel summons multiple of them throughout its boss fight.

    Mystique 

Raven Darkholme / Mystique

https://static.tvtropes.org/pmwiki/pub/images/img_0211_mystique_moutobj.png
I'd say you'll be safer in here... but that would be a lie.

Species: Human mutant

Title: Changes her shape. Rarely changes her mind.

Debut: Ms. Marvel #16 (May 1978)

Voiced by: Sumalee Montano

Real name Raven Darkholme, Mystique is a shapeshifting mutant who, much like Magneto, fights for mutant rights and is willing to do anything in their name. She also has a complicated history with the X-Men, including that her own son is Nightcrawler.


  • Amazing Technicolor Population: Like her son, her mutation gives her skin a uniform blue tone.
  • Arch-Enemy: One of the more well-known enemies of the X-Men, and an old one to Captain Marvel.
  • Archnemesis Mom: She's on the opposite side as the X-Men, which has her biological son Nightcrawler as well as her adopted daughter Rogue.
  • The Bus Came Back: Marks her first appearance in the Ultimate Alliance series after her appearances in the X-Men Legends titles.
  • The Dragon: Like many adaptations, she's this to Magneto alongside the Juggernaut.
  • Evil Redhead: Contrasts with her blue skin.
  • Master of Disguise: Being a shapeshifter, she can do this with ease, allowing her to impersonate members of the X-Men like Cyclops.
  • Ms. Fanservice: Wears a dress that shows off her legs and back.
  • Older Than She Looks: Due to her cells constantly regenerating her natural ageing process is greatly slowed. She's actually over a century old.
  • Sexy Backless Outfit: Her outfit flaunts her back.
  • Skeletons in the Coat Closet: Once again sporting her skull belt.
  • Supernaturally Young Parent: Despite having adult children (biological and adopted), she looks like she's the same age as them.
  • Uncertain Doom: Her fate after being attacked by the Black Order is unknown.
  • Voluntary Shapeshifting: Her signature, being able to morph into anyone she's met. Which allows her to stab Corvus Glaive in the back by copying Proxima Midnight.

    Juggernaut 

Juggernaut

https://static.tvtropes.org/pmwiki/pub/images/cain_marko_earth_trn765_from_marvel_ultimate_alliance_3_the_black_order_002.png
You got it, boss. This performance is gonna bring the house down. And there ain't nothin' that can stop me.

Species: Human (mystically empowered)

Title: Enchanted enforcer. Nothing can stop him.

Debut: The X-Men #12 (July 1965)

Voiced by: Peter Lurie

The stepbrother of Charles Xavier, Cain Marko was empowered by the mystical Ruby of Cyttorak that gave him unfathomable power including super strength, unlimited endurance, and that his momentum never stops once he gets going.


  • Advancing Boss of Doom: Chases the party through the mansion before being fought.
  • Badass Boast: "There ain't nothin' that can stop me!"
  • Big Brother Bully: To Charles, who is his younger brother.
  • The Brute: Serves as one to Magneto. In the Juggernaut's dossier, Rocket notes that being the avatar of Cyttorak grants Cain Marko unfathomable power, but that he's mostly content just being a bruiser.
  • Bullfight Boss: Dodge his charge and he'll eventually fall over. Prime time to attack him.
  • Cain and Abel: Xavier's step-brother. Bonus points in that his name really is Cain.
  • Composite Character: Here, he's The Brute to Magneto, taking up a role traditionally held by the Blob.
  • Cool Helmet: Much like Magneto, he wears one that guards him from psychic attacks.
  • Demoted to Extra: He was simply a boss character in the first X-Men Legends game, but was Promoted to Playable in both X-Men Legends II and the second Ultimate Alliance game (the latter including him as DLC). Now he's been reduced to a boss again.
  • Implacable Man: Literally cannot be stopped once he builds momentum. A section of the game is just the party running from him.
  • The Juggernaut: There's a reason he provides the page image. Throw anything at him, he will. Not. STOP.
  • Super-Speed: Not as extreme as others, but he's completely capable of moving the same speed as powered vehicles.
  • Super-Strength: One of the Marvel Universe's biggest heavyweights.
  • Token Enemy Minority: Of a sort. He works for Magneto, a mutant supremacist, despite Juggernaut being a mystically-empowered human rather than a true mutant.
  • You Shall Not Pass!: He, Cyclops and Colossus go up against Proxima Midnight and Corvus Glaive to buy time for the heroes to escape. His ultimate fate is unknown.

    Dormammu 

Dormammu

https://static.tvtropes.org/pmwiki/pub/images/dormammu_28mua329.png
The future holds only darkness... for you and all of reality!

Species: Faltine

Title: Ruler of the Dark Dimension. Stuff of nightmares.

Debut: Strange Tales #126 (November 1964)

Voiced by: Phil LaMarr

The ruler of the Dark Dimension, and Arch-Enemy of Doctor Strange.


  • Arc Villain: of Chapter 6, altough he is a far bigger threat than Thanos.
  • Arch-Enemy: Traditionally, he is Doctor Strange's most hated adversary. He keeps this up in game by possessing Strange directly and using him to further his agenda.
  • Baddie Flattery: For all his praise of the team in combat, his snarling when he's about to lose shows it's all insincere.
  • Complete Immortality: He can't die as long as he's in the Dark Dimension. Defeating him only causes his body to reform within minutes at most.
  • Demonic Possession: Pulls this on Dr. Strange.
  • Dimension Lord: Rules his own plane of existence, known as the Dark Dimension.
  • The Dreaded: Among his titles are The Dread Dormammu or The Dread One.
  • Dystopia Justifies the Means: His ultimate goal is to merge the Dark Dimension with the "main" plane of reality and torment all those within.
  • Evil Cannot Comprehend Good: He's mocking when he realises the heroes are trying not to kill a possessed Strange, even though he is currently trying to do that to them.
  • Evil Sounds Deep: His voice is very deep and has Power Echoes befitting a demonic lord.
  • Faux Affably Evil: Dormmamu mockingly offers to let a doctor see the team... while possessing Dr Strange and trying to harm them. He also praises their combat skills, but as he starts to lose (temporarily) he rages at the group and tries to swat them as they flee.
  • Greater-Scope Villain: He poses a greater threat than Thanos, but mostly stays out the narrative... until he gets the chance to seize an Infinity Stone and makes a spirited attempt to merge our reality with the Dark Dimension, at which point he almost becomes the dominant threat.
  • Hoist by Their Own Petard: Using the Reality Stone accidentally gives the heroes the means to defeat him temporarily.
  • Humanoid Abomination: He is a Faltine corrupted by the power of the Dark Dimension, which grants him unlimited power.
  • Obviously Evil: He's a flaming humanoid wearing Scary Impractical Armor.
  • Outside-Context Problem: Dormammu showing up with the desire for the Infinity Stones is bad news, especially since he comes from out of the universe.
  • Puzzle Boss: He keeps regenerating his Stagger Gauge and while it's up - he's Nigh-Invulnerable. You have to stun him by breaking his shield with thrown crystals that have absorbed enemy magical attacks. Good luck doing this while under constant enemy attack.
  • Vile Villain, Saccharine Show: The fairly optimistic, light-hearted game notably drops the humour a bit whenever he's onscreen. Even Deadpool of all people stops cracking jokes when the Dark Dimension gets too much.
  • Villainous Breakdown: He really takes losing badly.
  • Wreathed in Flames: He's basically a living inferno.

    Maximus 

Maximus Boltagon

https://static.tvtropes.org/pmwiki/pub/images/maximus_boltagon_earth_trn765_from_marvel_ultimate_alliance_3_the_black_order_002.png
Is that really all you've got? I've gone from mad to bored...

Species: Inhuman

Title: Inhuman prince. Black sheep. Brilliant but crazy.

Debut: Fantastic Four #47 (February 1966)

Voiced by: Diedrich Bader

The brother of Black Bolt, with ambitions to take the throne himself.


  • Arc Villain: of Chapter 7.
  • Ax-Crazy: He's a Card-Carrying Villain who gleefully boasts of his insanity and frequently tries to usurp the throne and kill his family members.
  • Cain and Abel: Deeply envies his brother's position as king and marriage to Medusa.
  • Chronic Backstabbing Disorder: He frequently tries to usurp the throne, mocking his brother and sisters-in-law for not executing him.
  • Gadgeteer Genius: Maximus is a pretty skilled inventor. It's just that on occasion some of his inventions can, in a certain light, be utterly horrific things that should never see the light of day.

    Klaw 

Ulysses Klaw / Klaw

https://static.tvtropes.org/pmwiki/pub/images/ulysses_klaw_earth_trn765_from_marvel_ultimate_alliance_3_the_black_order_002.png
You just got VIP tickets to a private listening session.

Species: Human mutate

Title: Pure sonic energy. Sounds like trouble.

Debut: Fantastic Four #53 (August 1966)

Voiced by: David Shaughnessy

Once a European scientist and smuggler, Ulysses Klaw was obsessed with finding vibranium, a rare metal found in the hidden nation of Wakanda. An experimental device transformed his body into pure sound, giving him access to a wide array of superhuman abilities.


  • Arch-Enemy: To Black Panther, seeking to steal the country's vibranium and tech, and to usurp the throne.
  • Arm Cannon: His primary weapon, which is powered by vibranium.
  • Composite Character: Has the Afrikaner accent of the MCU, but the look of his comics counterpart.
  • Energy Being: His body is composed of living sonic energy.
  • Make Some Noise: He's able to fire powerful sonic blasts from the emitter on his right arm.
  • Swiss-Army Superpower: He can create various constructs made of solidified sonic energy.

    M.O.D.O.K. 

George Tarleton / M.O.D.O.K.

https://static.tvtropes.org/pmwiki/pub/images/george_tarleton_earth_trn765_from_marvel_ultimate_alliance_3_the_black_order_002.png
This stone... so much power! I must have them all!

Species: Human mutate

Title: Mental Organism Designed Only for Killing.

Debut: Tales of Suspense #93 (September 1967)

Voiced by: Wally Wingert

George Tarleton was an otherwise unremarkable scientist who had the misfortune of being in the employ of the terrorist organization known as Advanced Idea Mechanics. His employers would choose him to be the test subject of a genetic manipulation project to turn him into a living supercomputer. It succeeded in doing just that, as well as mutating him into a psychotic psychokinetic known as the Mental Organism Designed Only for Killing, or "M.O.D.O.K."


  • Arc Villain: of Chapter 8.
  • Arch-Enemy: of Captain Marvel, alongside Mystique.
  • Big Bad: Of A.I.M. as a whole, though he's only an Arc Villain for the Wakanda chapter.
  • The Bus Came Back: Returns as a boss character after appearing in the first game.
  • Cephalothorax: He does have a small, atrophied body, but you can't see anything but his head and limbs as long as he's in his chair.
  • Evil Cripple: M.O.D.O.K. gained his powers at the cost of his mobility.
  • Flat-Earth Atheist: He sneers at the notion of magic and believes absolutely in science, even when confronted by supernatual beings like Thor and Ghost Rider. Ironically, he ends up with the Soul Stone, though he dismisses souls as being nothing more than wisps of psionic energy. When Black Panther conjures the spirits of his predecessors, M.O.D.O.K. literally cannot comprehend it.
  • From Nobody to Nightmare: From nothing special to a murderous giant head monster.
  • With Great Power Comes Great Insanity: Extremely powerful, but an egotistical despot who seeks to rule the world at whatever the cost.

    Hela 

Hela

https://static.tvtropes.org/pmwiki/pub/images/hela_earth_trn765_from_marvel_ultimate_alliance_3_the_black_order_002.png
I do not take kindly to uninvited guests in my realm.

Species: Asgardian

Title: Queen of the dead. Looking to expand her rule.

Debut: Journey into Mystery #102 (March 1964)

Voiced by: Nika Futterman

The Asgardian goddess of death and daughter of Loki, Thor's arch nemesis.


  • Arc Villain: of Chapter 9, along with Red Skull.
  • Badass Cape: Like her father, she sports a properly extravagant cloak.
  • Big Bad Duumvirate: Forms one with Red Skull. At first it was a triumirate with Loki, but he betrayed them.
  • Cool Helmet: Possibly the coolest, being an elaborate head piece with extravagant horns.
  • Daddy's Little Villain: Not only is she the goddess of death, sheā€™s also the daughter of Loki.
  • Dimension Lord: Of Hel and Niflheim, being a goddess of death after all.
  • Form-Fitting Wardrobe: As usual, has her green and black catsuit that's basically a second skin.
  • The Grim Reaper: She's the Goddess of Death.
  • Impossibly Cool Clothes: Skintight catsuit? Check. Elaborate cloak? Check. The coolest freaking helmet in the game? Triple check!
  • Know When to Fold Them: When Odin shows up and takes out the Destroyer, Hela drops her plans immediately. Though she is the goddess of death she's no match for the All-Father.
  • Male Gaze: Has a round butt and the camera doesn't let you forget it.
  • Ms. Fanservice: She has more curves than a racing track and that catsuit is VERY tight.
  • Pet the Dog: Though she belittles him for losing, she does aid the defeated Red Skull and get him out of further harm.
  • Physical God: She is the Norse goddess of death, and ruler of the afterlife of Hel.
  • The Unfought: She has the Red Skull and the Destroyer do all her fighting for her, even though (in the comics and movie at least) she's a monster in combat.
  • Villain Team-Up: She allies with the Red Skull and HYDRA to take control of Asgard in order to gain an endless supply of souls for her realm.

    Surtur 

Surtur

https://static.tvtropes.org/pmwiki/pub/images/surtur_earth_trn765_from_marvel_ultimate_alliance_3_the_black_order.png
I will send your worthless souls straight back to Hel!

Species: Fire giant

Title: Lord of Muspelheim. Towering inferno.

Debut: Journey into Mystery #97 (Oct. 1963)

Voiced by: Jamieson Price

A fire giant and Lord of Muspelheim, the land of fire and master of a race of fire demons. Seeks to start Ragnarok and cleanse the universe of all life save for his kind.


  • Attack of the 50-Foot Whatever: At his largest, Surtur can exceed 1,000 feet in height.
  • BFS: The Twilight Sword, in terms of comparison, is about the size a normal sword to HIM, but considering Surtur is frickin' huge his sword is about the size of a car.
  • Big Red Devil: Like the rest of the Demons of Muspelheim, he looks like a typical demon.
  • Humanoid Abomination: One of the oldest living things in the Nine Worlds, who seeks to destroy all life alien to his own.
  • Playing with Fire: He's a literal fire giant.
  • Satanic Archetype: Contrary to mythology, where he is a neutral force who merely fulfills a cosmic role, here he is portrayed as a demonic monster.

    Red Skull 

Johann Schmidt / Red Skull

https://static.tvtropes.org/pmwiki/pub/images/johann_schmidt_earth_trn765_from_marvel_ultimate_alliance_3_the_black_order_002.png
But it is as they always say, is it not? "You can't go home again."

Species: Human mutate

Title: Leader of HYDRA. Wreaking havoc since 1941.

Debut: Captain America Comics #1 (March 1941).

Voiced by: Liam O'Brien

The most devious and dangerous member of the fascist terrorist organization HYDRA, and a constant menace to Captain America since World War II.


  • Arc Villain: of Chapter 9, alongside Hela.
  • Arch-Enemy: The most hated adversary of Captain America.
  • Big Bad: Of HYDRA, though not for the game as a whole.
  • Big Bad Duumvirate: With Hela, though he's the weaker of the two.
  • Badass Longcoat: His signature SS uniform.
  • Empowered Badass Normal: He has no superpowers or enhanced abilities to match Captain America's, only his genius intellect. For his boss fight, he augments himself with ISO-8 crystals and Hela's divine magic.
  • Last of His Kind: One of the last remaining Nazi commanders from World War II.
  • Politically Incorrect Villain: He is a literal Nazi, fighting for the fascist terrorist organization HYDRA.
  • Red Baron: His real name is Johann Schmidt, but most people call him by his title.
  • Red and Black and Evil All Over: In addition to his eponymous red skull face, his outfit is black with red highlights.
  • Shadow Archetype: To Captain America, essentially being his Nazi equivalent and representing almost everything that the good Captain stands against.
  • Skull for a Head: It generally varies between being just a mask, and being his actual head turned into an actual red skull.
  • Still Fighting the Civil War: Even long after it ended, he still believes he's fighting in World War II.
  • Those Wacky Nazis: One of the most horrifying examples of this trope, both in the comics and generally elsewhere.
  • Villain Team-Up: He allies with Hela in order to take control of Asgard and harvest the ISO-8 crystals.

    HYDRA 

HYDRA

https://static.tvtropes.org/pmwiki/pub/images/img_0308_hydra_soldiers_moutobj.png
There's a new king in town, blondie. And we have direct orders to make you kneel.

Title: Terrorists seeking multi-world domination. Jerks.

Debut: Strange Tales #135 (August 1965)

A neo-Nazi terrorist organization that has long plagued the world, and one of the most dangerous groups of war criminals the Avengers have had to contend with.


    The Destroyer 

The Destroyer

https://static.tvtropes.org/pmwiki/pub/images/img_0221_destroyer_moutobj.png
Hela: Yet perhaps a soul as dark as yours would be better suited... in a body designed for total annihilation.

Species: Automaton

Title: Asgard's ultimate weapon. Aptly named.

Debut: Journey into Mystery #118 (July 1965)

Voiced by: Liam O'Brien

A suit of Asgardian armor powered by magic.


  • Animated Armor: A very large suit of armor that's powered by a spirit. Unfortunately, it's powered by Red Skull's.
  • The Bus Came Back: It appeared in the first game as a boss character, and returns here in the same role.
  • Exactly What It Says on the Tin: Self-explanatory.
  • The Juggernaut: As it's mainly controlled by others such as Hela, it will generally just smash anything in its path with no regard for itself.
  • Magitek: It's basically a robot that runs on magic.

    The Final Boss (MAJOR SPOILERS) 

Thane

https://static.tvtropes.org/pmwiki/pub/images/thane_thanos_son_earth_trn765_from_marvel_ultimate_alliance_3_the_black_order_003.png
Ah, but you were right all along, my friends. I am not my father.
Click here to see him with the Infinity Armor 

Species: Eternal-Inhuman hybrid

Title: Inhuman refugee. Serious daddy issues.

Title (Infinity Armor): Forged for infinite power. Way more than a glove.

Debut: New Avengers #10 (November 2013)

Voiced by: Robbie Daymond

The half-Inhuman son of Thanos.


  • A God Am I: After donning the Infinity Gauntlet, he immediately goes mad with power and proclaims that the universe needs something only he can give it.
  • Barrier Warrior: He can create amber force fields to block attacks, as demonstrated in Attilan during the boss fight against Maximus.
  • Faceā€“Heel Turn: Starts as an ally to the alliance, but his turn to the dark side is foreshadowed during the Wakanda level, where he spends a little too long staring at ancient carvings of the Infinity Armor. Captain America takes note of this and tries to sway him away from evil, but when his father is defeated he gives in to the temptation of the Stones and thinks he can control them.
  • Final Boss: After his father is defeated, Thane steals the Infinity Gauntlet for himself and becomes the game's actual final enemy.
  • Healing Hands: He can generate healing amber from his right hand.
  • Powered Armor: He uses the Infinity Stones to conjure a suit called the Infinity Armor, which makes him powerful enough to fight the assembled heroes hand-to-hand.
  • Power Incontinence: The raw power of the Infinity Armor is more than anyone can withstand, and Thane becomes increasingly unstable during the boss fight. Thanos mockingly asks him if no one ever wondered why he only ever used one of its gauntlets.
  • Touch of Death: He can do this with his left hand, as noted by Gamora in his profile.
  • Tragic Villain: Despite all his efforts to help the heroes and stop them and the Black Order from killing each other, Maw ends up turning him onto the wrong path, and in a misguided effort to help he dons the Infinity Armor, which unfortunately sets him up as the True Final Boss.
  • Walking Spoiler: Nothing in the run-up to the game implied that he's even existent, much less the Final Boss. He shows up late in the game in Attilan, being a ward of the royal family, before showing up for the climax to hijack the final battle.

DLC Villains

    Dark Phoenix 

Jean Grey(?) / Dark Phoenix

https://static.tvtropes.org/pmwiki/pub/images/img_0423_dark_phoenix_moutobj.png
None can withstand the Phoenix's eternal might!

Species: Human mutant

Title: Furious flaming firebird. Destruction personified.

Debut: The X-Men #134 (June 1980)

Voiced by: Jennifer Hale

Existing since long before the dawn of humanity, the Phoenix Force is a sentient energy-based lifeform with the power to destroy and reforge the universe as it sees fit. During a fateful encounter in space, it merged with - and resurrected - Jean Grey, a human mutant with incredible psychic power. This proved to be a blessing and a curse, as the Phoenix Force is powerful enough to overtake Jean's mind should her control over her power slip, transforming her into an avatar of destruction known as the "Dark Phoenix".


  • Arc Villain: The titular antagonist of the "Dark Phoenix" DLC.
  • Added Alliterative Appeal: The first part of her title is "Furious flaming firebird".
  • Animal Battle Aura: In the X-Men's DLC missions, enemies empowered by the Phoenix Force are wreathed in flames and sport Hot Wings. Player characters can imbue themselves with its power, regaining health and augmenting the power of their abilities but constantly taking damage.
  • Animalistic Abomination: The Phoenix Force is a cosmic entity that takes the shape of a bird-of-prey made of living fire, and can either be a force of creation or destruction depending on whether or not its host is able to tame it. It manifests as several characters before finally taking the form of Jean Grey's Dark Phoenix persona.
  • Downloadable Content: Is only introduced in the second part of the DLC.
  • Optional Boss: On occasions, the Danger Room may load up a boss fight with her. The higher the level, the higher the chance she'll appear— play on the highest level and she's guaranteed to show up.
  • Person of Mass Destruction: Even more so than normal Phoenix. She's able to wipe out entire solar systems.
  • Superpowered Evil Side: Dark Phoenix is the form Jean Grey takes when she gives in to the Phoenix Force's destructive impulses, and is capable of annihilating entire solar systems.

    Annihilus 

Annihilus

https://static.tvtropes.org/pmwiki/pub/images/ani_2.png
Ahh... So glad you came, heroes. Annihilus has millions of mouths to feed!

Species: Arthrosian

Title: The living death that walks. Major control issues.

Debut: Fantastic Four Annual #6 (November 1968)

Voiced by: Robin Atkin Downes

An Arthrosian warlord who claims dominion over the Negative Zone, Annihilus seeks to destroy the rest of the multiverse using his Annihilation Wave — an army of insectoid monsters — and the power of his Cosmic Control Rod.


  • Cyborg: He has a mechanical head and his Cosmic Control Rod is embedded in his chest.
  • Dimension Lord: He claims to be the ruler of the Negative Zone, commanding a horde of insectoid monsters.
  • Downloadable Content: Is only introduced in the third part of the DLC.
  • Omnicidal Maniac: He seeks nothing less than the utter destruction of everything outside the Negative Zone — hence the name.
  • Winged Humanoid: Annihilus is an insectoid humanoid with a pair of bat-like wings, giving him a demonic appearance.
  • Zerg Rush: Likes to do this with his insectoid minions.

    Celestial 

Celestial

https://static.tvtropes.org/pmwiki/pub/images/nzcsjoy.png
Mister Fantastic: We're too late. Doom has done it. He's revived a Celestial.

Species: Celestial

Title: Enigmatic space deity. Cosmic justice personified. Run.

Debut: Eternals #1 (July 1976)

A slain Celestial whose remains were recovered by Doctor Doom and resurrected using the Soul Stone.


  • Adaptational Wimp: In the comics, these guys can withstand attacks from superweapons and other Cosmic Entities. Here a couple of Doombot missiles will kill it (though on the higher difficulty levels, you sometimes need to poison it with antimatter as well).
  • Back from the Dead: Doctor Doom uses the Soul Stone to resurrect it, and after it's slain by the Alliance he drains its cosmic power to become God-Emperor Doom.
  • Captured Super-Entity: Its corpse was being studied and technology reverse-engineered by Doctor Doom, who resurrects and controls it with the Soul Stone as part of a gambit to absorb its cosmic powers and become a god.
  • Composite Character: The entity's design seems to draw from many different Celestials in the comics without actually being identified as one of them.
  • Downloadable Content: It's only introduced in the third part of the DLC.
  • Physical God: The Celestial is a member of a group of ancient biomechanical space-gods who had a hand in shaping the universe and travel the cosmos manipulating sentient life and periodically return to assess their experiments' worthiness.
  • Puzzle Boss: It's too far away to be directly attacked, so you have to kill the missile-using Doombots that are fighting you and then you throw the missiles at the Celestial. It'll also regenerate and from Superior and up, it regenerates so much that you also have to occasionally poison it by throwing antimatter from giant bugs you kill.

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