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Characters / Marvel vs. Capcom 3 - Marvel Characters

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    Captain America

Surrender is your only option.
Debut: Captain America Comics #1 (March 1941)
Voiced by: Brian Bloom

The sole recipient of the Super Soldier Serum, Steve Rogers' deep love for his country and his unparalleled sense of justice make him one of the most respected heroes today. He has also been the long-time leader of the Avengers, a group dedicated to keeping the world safe from harm.

Cap's moveset is cut from a similar cloth as Ryu and Akuma (projectile via his shield, multi-hitting charge in place of a hurricane kick, rising uppercut), but distances himself with his shield toss move pulling opponents towards him and a special movement option to better avoid attacks. He also has an edge over them with his air game, with the aforementioned shield toss and his Ultimate-granted double jump owing to more advanced air combos.

  • And This Is for...: If he wins a battle against Iron Man, he proclaims "That was for Civil War".
  • Apologetic Attacker: His quote after performing an Assist attack is "Sorry, soldier."
  • Asskicking Equals Authority: His DLC costume gives him his Director of SHIELD outfit.
  • Avengers Assemble: He yells this when he is the first person picked on a team out of himself, Iron Man, Thor or Hawkeye. Amusingly, if you're doing a challenge that makes every enemy team three copies of the same character, he also says it if you fight three Iron Mans.
  • Boomerang Comeback: Unlike in the previous games, his shield will automatically fly back towards him after being thrown.
  • But for Me, It Was Tuesday: In Ultimate, when facing off against Taskmaster, Cap doesn't seem to remember him and asks him who he is.
  • Captain Patriotic: The Trope Codifier, being one of the many superheroes created during World War II to boost the Allies' morale. His influence in media stood the test of time.
  • Compliment Backfire: When he references the 1940's warplane, it seems to go over Zero's head, both being fast, fragile and prone to self destructive charges.
  • Empowered Badass Normal: Well, he used a Super Serum to become what he is now (he was once weak and limp), but what that serum does is just enhancing his overall power and durability to the peak of human performance.
  • Experienced Protagonist: He's been kicking ass in the name of freedom since 1941, and hasn't slowed down one bit since then.
    I've fought in more wars than you can count.
  • First-Name Basis: He calls Iron Man, Hawkeye, Nova, and Doctor Strange by their true names ("Tony!" "Clint!" "Richie!" and "Stephen!", respectively).
  • Gratuitous English: In the Japanese version of the game, he uses a lot of English words in his winning speech bubbles, written in English script and all. This doesn't extend to his spoken dialogue, though, as there are no Japanese voices for the Marvel characters.
  • The Heart: It's subtle, but it's still there. The cinematic movies of the game begin with Marvel characters fighting against Capcom ones (along with unexpected alliances like Chris Redfield saving Morrigan, for example). Cap is the first hero to actually protect guys from the other universe - thus switching the battle to a good guys vs bad guys mode.
  • Heroic Build: The serum Captain America took to become what he is changed his body so that it could reach the peak of human performance, resulting in the muscular physique he has now.
  • Jack-of-All-Stats: He is very versatile, deals good damage and can play both offensively or employ keep away tactics, but doesn't really excel in any particular role.
  • Lag Cancel: He can cancel his dash with crouching and then dashing again, making it quicker to approach opponents.
  • Luckily, My Shield Will Protect Me: Captain America's iconic shield is obviously his Weapon of Choice and used extensively in his entire moveset.
  • The Rival: M.O.D.O.K. started out as a strictly Captain America villain. Their animosity towards each other is lampshaded in the former's intro quote, who envisions their confrontation as "the ultimate battle of brains versus brawn".
  • Shield Bash: His Charging Star and Stars And Stripes specials, as well as their hyper counterparts, involve charging at his opponents at high speed to bash them with his shield. His Charging Star, in particular, can go through projectiles.
  • Shoryuken: His Stars And Stripes special is an uppercut that hits his opponents with the shield. This also has a hyper variant, which resembles Ken's Shoryuu Reppa.
  • Shotoclone: His Shield Slash, Stars & Stripes and Charging Star function similarly to Ryu's Hadoken, Shoryuken and Tatsumaki Senpukyaku, respectively.
  • Spinning Piledriver: Performs said move in his Final Justice hyper, which creates an explosion.
  • Throwing Your Shield Always Works: He launches his shield as a projectile when he performs Shield Slash. It now also hits upon flying back.

Check me out! I'm the ghost of Christmas Kick Your Ass!
Debut: The New Mutants #98 (February 1991)
Voiced by: Nolan North

After a botched suicide attempt, Wade Wilson was drafted to a secret government training program where medical exams diagnosed him with over 40 cancerous tumors, that couldn't be removed without killing him. To fix this, he volunteered for the Weapon X program to give him a Healing Factor similar to Wolverine's, but it backfired as said healing factor accelerated the cancer and left him with a horribly disfigured face. He was deemed a failure and sent to Dr. Kilebrew, whose extremely cruel tendencies towards his patients drove him insane. He broke out of the Weapon X labs and became a mercenary, calling himself Deadpool because he always won a game he played with inmates over guessing who would die next.

Dark backstory aside, good ol' Deadpool is one of Marvel's most recognizable characters thanks to his humorous personality, craziness, wacky antics and fourth wall-obliterating tendencies. He's a complete Wild Card, switching allegiances frequently and often talking to two voices inside his head. For his appearance in this game, he continues breaking the fourth wall, and generally jamming as much of his craziness into his moveset and quotes as possible.

Gameplay-wise, he's pretty good all-around, but he's really good at keeping enemies away with high-priority bullets and bombs. With good partners, he's also good at locking down the opponent using that strategy, and using "his" Shoryuken as a Launcher Move if they get close.

  • Airplane Arms: Deadpool's dash animation has him lunge forward, with both his arms lagging behind.
  • And This Is for...:
    • When he wins against Arthur, he declares that "This is for lulling me into great side-scrolling adventures that were never possible to beat!".
    • Due to a programming error, Deadpool's winquote against Spencer has him yell "And THAT'S for pooping on my lawn. I'M the only one who gets to do that!". Obviously, such quote was originally supposed to be for Amaterasu.
  • Ascended Meme:
    • He keeps the Shoryuken he used in his home comic. Unlike the usual Shoryuken, Deadpool's is used as a launcher, so it puts the opponent in a vulnerable position and has quick recovery, despite having almost no horizontal range and very short vertical range.
    Ryu: You stole my Shoryuken? When did you...!?
    • His win quote against Magneto references the infamous MAHVEL, BAYBEE! video, while his intro quote references the other notable Magneto line from Konami's arcade game.
    HAHAHA! Magneto! Welcome TO DIE!
  • Cloudcuckoolander: He's a batshit-crazy Talkative Loon whose grasp on reality is... not the strongest, to say the least.
  • Crouching Moron, Hidden Badass: He's goofy as hell to say the least, but extremely deadly regardless.
  • Blood Knight: When tagging in after one or both teammates are defeated, he says "Yay! Now it's fighty time!" or "Blood blood blood!", which double as references to the moment he used a Shoryuken on Kitty Pride.
  • Breaking the Fourth Wall:
    • His Level 3 Hyper has him beat the opponent with the HUD.
    • His winpose has him walking up to the camera and talking to the player. If they did well in the preceding fight, Deadpool will ask if they remembered to record it. If the match was barely won, he will instead proclaim to despise the player.
    • When he's KO-ed, he will admonish the player for "pressing the wrong button".
    • When he beats any Street Fighter character, he addresses Capcom, expressing interest to be in the cover for the next Street Fighter game.
    • His intro quote against Dante has him ask how did could enjoy the latter's games without him in them, poking fun at how close the two characters are both in terms of personality and skills.
    • In his ending, he throws a party and says he would invite the player in front of the TV, if it wasn't for the fact that they are already being rewarded by receiving Player Points.
    • In Ultimate's opening movie, he surfs on Phoenix Wright's "Objection!" Speech Bubble.
    • While his friend Cable didn't return for this game to the dismay of many fans, Deadpool did get a DLC "Cablepool" outfit in Ultimate. When he dons it, he says "And you thought Cable wasn't in this game..."
  • Calling Your Bathroom Breaks: Does this whenever he tags out.
  • Combat Pragmatist: Pretty much all the fighters are this to a degree, but only he can level his opponents with the heads-up display.
  • Counter-Attack: His Level 3 Hyper starts with him doing a Sexy Walk (complete with heart-shaped bubbles and "Boop boop bee doop!"), and if the opponent attacks him, he'll stun them before beating them with his lifebar and Hyper Combo gauge.
  • Dissonant Serenity: His "Cuttin' Time!" attack has him sing merrily as he slices the opponent.
  • Easter Egg: If he tags in and the player doesn't input anything for a bit, Deadpool will start doing a bunch of martial arts poses... before he realizes he's facing the wrong way and turns around.
  • Epic Fail: When his health is low, using his teleport move can actually KO him, with the game cheering it with a Hyper Combo KO announcement.
  • Everything's Better with Spinning: If his "Happy-Happy Trigger" hyper is done in midair, he'll spin while firing diagonally downward.
  • Exploiting the Fourth Wall: As expected of Deadpool, he can use 4th wall elements to attack - in form of his Level 3 Hyper and his taunt.
  • Explosive Overclocking: In his ending, he throws a party to celebrate his victory over Galactus, and accidentally ends up wiping Cleveland off the map because he attempted to add a Power Cosmic boost to the DJ booth.
  • Fighting Clown: His fighting style is half regular attacks, and half fucking around.
  • Gangsta Style: Overlaps with Guns Akimbo in one of his hypers, where he holds his guns this way before unloading several magazines' worth of bullets on them.
  • Handguns: Always carries a pair on him. Just two guns, two swords, and maximum effort.
  • Heroic Comedic Sociopath: Hero? Villain? Who cares! He certainly doesn't. He just loves fighting people, and is incredibly good at it.
    Who was I supposed to kill again? EH! Doesn't matter!
  • Iaijutsu Practitioner: His Katana-Rama is a quick unsheathe-and-resheathe sword attack that fires off a short Razor Wind.
  • Katanas Are Just Better: He dual-wields katanas in conjunction with his guns. He lampshades it in one of his win quotes, where he wonders whether to kill his opponent with "the sleek but impersonal firearm" or go with "the cool factor of a nice katana".
  • Lag Cancel: He's unique in that unlike other teleporting characters, he can use his teleport to cancel his other specials. His limit is that said teleport will backfire and explode every third time.
  • Large Ham: Nolan North was clearly having a lot of fun in this role. Wade's voice never falls below a hammy yell and he is always shouting ludicrous things at the top of his lungs non-stop.
  • Moonwalk Dance: Deadpool moonwalks whenever he walks backwards, as opposed to the other characters.
  • More Dakka: His Hyper Combo, Happy Happy Trigger, involes him spraying a hail of bullets from his dual handguns, probably more so than they can regularly hold, actually.
  • Ninja Prop: Deadpool is fully aware of the game's design, so he whacks his opponent with his health and super bars in his Level 3 Hyper Combo.
  • No Fourth Wall: If the fourth wall ever existed with this guy, it's long been vaporized. The vast majority of his quotes directly adress the player or the fact he's in a video game. His level 3 Hyper Combo, appropriately named "4th-Wall Crisis", has him whack the enemy away with his health bar and Hyper Combo bar.
  • No Indoor Voice: He doesn't recite his lines as much as he screams them.
  • Ow, My Body Part!: One of his damage quotes is "MY KIDNEYS!"
  • Practical Taunt: Deadpool's taunt produces a speech bubble that has a damaging hitbox.
  • Sexy Walk: During the start of his Level 3 Hyper, he does a comical "sexy" pose before strolling forward. Attacking him while he does this launches the attack proper.
  • Shoot the Bullet: In the first trailer, Deadpool and Dante draw their guns on each other. Rather than dodge the incoming attacks, they both proceed to unload, with each individual bullet being deflect off its target by an opponent's projectile.
  • Slide Attack: His Katana-rama is a move where he slides on the ground through the opponent as he slashes them with his swords.
  • Take That!: Towards his infamous In Name Only portrayal in X-Men Origins: Wolverine, when he defeats Logan himself:
    You see that? That's how ya beat Wolverine, people. AND YOU DON'T EVEN NEED OPTIC BLASTS!!! [laughs derangedly]
  • Talkative Loon: Deadpool never stops talking about the game's mechanics or how he is aware that he is just a fictional character, which other fighters interpret as just another facet of his lunacy. A few like Dr. Strange and Hsien-Ko will tell him to his face that they wish he would just shut up.
  • Teleportation with Drawbacks: He can teleport thanks to his special belt, but the belt will malfunction and the move will backfire on every third attempt, causing an explosion that damages the opponent and Deadpool himself.
  • Trick Bomb: His Level 3 Hyper Combo involves a flashbang grenade to blind his opponent.
  • Trigger Happy: Most of his moveset revolves around him wildly shooting his revolvers, to the point that he even has a special exactly named after this, and a hyper named "Happy-Happy Trigger".
  • Your Mom: When executing some of his attacks, he will sometimes randomly exclaim "Yo momma!"

    Doctor Doom
To face Doom is to face one's end!
Debut: The Fantastic Four #5 (July 1962)
Voiced by: Paul Dobson

Full name Victor von Doom, this Evil Overlord and Mad Scientist is the Fantastic Four's Arch-Enemy, and one of Marvel's most famous villains.

He used to be an associate of Reed Richards (Mr. Fantastic), but when he helped Doom to open an interdimensional rift into hell to rescue the soul of his mother despite Richards' warnings, the portal blew up in Doom's face, scarring him. He blamed Richards for the whole accident and swore revenge, constructing an advanced suit of armor that included an iron mask to cover his scar, and became Doctor Doom, then overthrew the previous ruler of Latveria and claimed it as his own. He repeatedly tries to Take Over the World as well, and with all of his knowledge and powers he could potentially pull it off, but the Fantastic Four always manage to stoop him.,

In this game, he strikes a Big Bad Duumvirate with Albert Wesker to Take Over the World.

  • A God Am I: His intro quote against against Amaterasu, Thor, or Shuma-Gorath has him proclaim that "it is Doom who should be worshiped".
  • Anti-Air: His Sphere Flame hyper goes straight up, multi-hitting the opponent. If it doesn't hit, the sphere explodes and multiple energy shots rain from above.
  • Badass Arm-Fold: His Idle Animation is just him standing in place with his arms crossed, which serves to display that he doesn't consider the other playable characters to be more than just a distraction.
  • Badass Bookworm: He's a powerful genius, and he loves to make sure everyone knows it.
  • Badass Cape: He's a badass supervillain, and has the cape to prove it.
  • Big Bad Duumvirate: With Wesker, at first. It doesn't last, either because he wouldn't want to share control of the two universes with him, was disgusted by his methods, or both.
  • Calling Your Attacks: Like most of the Marvel cast, but it gets a bit silly when he even loudly calls out "HIDDEN MISSILES".
  • Cerebro Electro: Doom is a Science Wizard and uses lightning magic.
  • Cool Chair: His throne appears in his intro, Level 3 hyper, and victory pose.
  • Cool Mask: It wouldn't be Doctor Doom without it. It has an angry expression to symbolize his wrath. It also hides his hideously scarred face... or so he tells us, anyway.
  • Did You Just Scam Cthulhu?: Doom's ending has him steal some of the Power Cosmic from Galactus.
  • Dishing Out Dirt: His Molecular Shield special, which lifts several boulders around him and shoots them forwards.
  • Diving Kick: His "Foot Dive" is Exactly What It Says on the Tin. Dr. Doom dives diagonally forward, with both legs extended, and crushes his opponent under his feet.
  • Electric Torture: His Level 3 hyper conjures up a cage that traps the opponent and electrocutes them, as he enters a Slouch of Villainy to enjoy the show.
  • Energy Weapon: He can fire a thin green laser from his gun or an array of beams from his hands.
  • Evil Overlord: A supervillain who runs his own country, the Eastern European nation of Latveria.
  • Evil Sounds Deep: His voice is booming under his armor.
  • The Fighting Narcissist: One of his victory quotes has him demand that the applause continues for another hour, with execution as punishment for those who disobey.
  • Flight: He's capable of this for a short time thanks to his armor.
  • Ground Pound: His Launcher Move has him pound the ground, unleashing a wave of energy that propels his opponent into the sky.
  • Hammerspace: He conjures up a lot of his weaponry from out of nowhere, such as a missile launcher from behind his legs.
  • Homing Projectile: A variant - his Hidden Missiles will track the enemy's position while falling from above.
  • It's Personal: His special conversation with Ghost Rider is much more aggressive, even calling the Spirit of Vengeance by his real name.
    Doctor Doom: I shall send you back to the Hellfire that spawned you, Blaze.
  • Large Ham: He's very fond of delivering hamtastic lines in third person to exclaim how great he is and how inferior to him his enemies are.
  • Magitek: Despite his moveset being largely based on his various gadgets, Dr. Doom is a proficient magic user. This leads him to develop a minor rivalry with Dr. Strange, as the two bicker about who is the better magician during their win quote dialogues.
  • Not Big Enough for the Two of Us: He utters "this dimension is not big enough for the both of us!" as his intro quote against Dormammu.
  • Powered Armor: His suit of armor is packed with high-technology and Magitek systems, making him a powerful opponent.
  • Science Wizard: Doom is both a brilliant scientist and a powerful sorcerer.
  • Shock and Awe: Has a number of magic attacks with electric effects.
  • Shoulders of Doom: His DLC "Doomwar" outfit has these.
  • Spread Shot: His Photon Shot special and Photon Array hyper fan out in multiple directions to hit the opponent.
  • That Makes Me Feel Angry: When he activates his X-Factor, he exclaims "You have angered Doom!"
  • Third-Person Person: As he considers himself a great and powerful ruler, Doom indulges in this, referring to himself almost exclusively by his own last name.
  • Villain Team-Up: With Wesker, to take control of both the Marvel and Capcom universes. The alliance is broken in the third animated teaser, though.
  • The Von Trope Family: His real name is Victor von Doom.

Who dares defy the Dread One?
Debut: Strange Tales #126 (November 1964)
Voiced by: Michael T. Weiss

A higher-dimensional energy being, and absolute god-tyrant of his own magical universe, the "Dark Dimension". He wants to conquer all life and afterlife, exterminate any opposing conceptual forces, and rewrite the laws of nature to turn it all into a never-ending torture-camp set up to celebrate the glory of himself.

Due to actually possessing sufficient power and knowledge to potentially pull it off, Dormammu is considered to be "something worse than a demon", and is the archenemy of the hero Doctor Strange, who constantly somehow manages to thwart the entity's chilling mad ambitions.

  • Adaptational Wimp: In the comics, Dormammu is the all-powerful overlord of the Dark Dimension. He's a being of such unimaginable power that even Dr. Strange isn't usually able to defeat him outright, instead relying on trickery and outsmarting him. Here, he can be beat up by regular humans, including a police officer, a reporter, an archer, a lawyer, and a pro wrestler-turned mayor.
  • Arch-Enemy: To Dr. Strange. Curiously, he had intro and outro dialogues recorded for going up against him, but for some reason they were Dummied Out.
  • Badass Arm-Fold: When performing his Dark Hole, Dormammu simply crosses his arms and laughs maniacally as his enemy is trapped in the void.
  • Cool Chair: Like Doom, his intro has him levitate out of a throne.
  • Death from Above: His Liberation attack, which seems to be taken from Mephisto/Blackheart's Armageddon in the past games of the series, summons a meteor shower to strike the opponent from above.
  • Disc-One Final Boss: The earliest trailers implied that he would be the final boss or at least a major antagonist. Galactus ended up taking the role of final boss, with Dormammu being one of his four Heralds. Dr. Doom and Wesker's alliance also takes centre stage in the prequel comic, leaving Dormammu something of a Plot-Irrelevant Villain.
  • Eldritch Abomination: He's a billion-year old immortal member of a race of higher-dimensional mystical energy beings and possesses power enough to threaten the existence of entire universes.
  • Evil Laugh: He laughs when performing all his special moves.
  • Evil Versus Evil: Dormammu's ending in Ultimate shows him invading Capcom worlds in search of "new opportunities". Akuma confronts him, saying he has no power in that realm.
  • Evolving Attack: His Liberation. Depending on how you use your Dark Spells: Creation & Destruction, the resulting attack will change (1 red-1 blue is different with 2 reds-1 blue, for example).
  • Extremity Extremist: He only uses his hands for his attacks.
  • Fireballs: His Stalking Flare hyper, which can slowly home in on his opponent.
  • Flight: He is capable of this, for a short time.
  • God of Evil: He's a despot god who revels in the suffering of the people he governs.
  • Long-Range Fighter: His special moves and hypers are geared towards keeping his enemies at bay.
  • Mighty Glacier: a long-ranged version. While he moves slowly, his powerful zoning capabilities make sure approaching him is not a walk in the park.
  • Mini-Boss: One of four characters who can serve as Galactus' Herald.
  • Monochromatic Eyes: Simple shining orange eyes without pupils.
  • Multiversal Conqueror: In his ending, he sets out to take over the various Capcom universes, aided by fellow villains Wesker, Firebrand and Akuma, as well as Lord Raptor from Darkstalkers. However, in the revised UMC3 ending, the other villains are actually trying to protect their own worlds from Dormammu, recruiting M. Bison, Wily and Devilotte in an effort to repel the intruder.
  • Pillar of Light: His Purification special summons a damaging pillar of dark energy in front of him.
  • Playing with Fire: Wields the Flames of the Faltine, which enable him to unleash a continuous stream of hellish fire (Chaotic Flame) or create a blazing sphere that follows his enemies (Stalking Flare).
  • Power Creep, Power Seep: Canonically, all of the regular characters combined shouldn't even be able to make the guy notice their attacks. He's a higher-dimensional entity. If the game didn't do this, Shuma-Gorath, Dormammu, Phoenix, Galactus, Doctor Strange, Amaterasu, and Morrigan would basically slug it out with the galaxy wiped out around them.
  • Power Echoes: His echoing voice is a sign of his power and otherworldliness.
  • Power Glows: His "Dark Spell: Creation" tints one of his hands blue and his "Dark Spell: Destruction" tints the other one red.
  • Red Baron: Refers to himself as the Dread Dormammu.
  • Red Herring: Early trailers made it appear as if Dormammu was going to be the main villain and final boss, as he shows up at the very ending of the first trailer to confront the heroes and has a climactic battle against Thor in the fourth one. In reality, the real Big Bad is Galactus, and Dormammu is simply one of his four possible heralds.
  • Slouch of Villainy: Like Doom, he greets his foes from his Cool Chair.
  • Spikes of Doom: His "Dark Spell: Creation", if used 2 times and then you use Liberation, he can fire out spikes from the ground.
  • Stuff Blowing Up: Using his Liberation after powering it up with "Dark Spell: Destruction" creates a screen-wide explosion.
  • Teleport Cloak: His teleport move, Mass Change, has him wrap himself in his cloak and reappear somewhere else.
  • Your Soul is Mine!: His win quote against Ghost Rider has him claim that Blaze's soul is now his.

Debut: The Incredible Hulk #1 (May 1962)
Voiced by: Fred Tatasciore

A genius scientist, Bruce Banner accidentally absorbed huge amounts of gamma radiation during a bomb test. As a result, when his anger or negative emotions reach a boiling point, he transforms into the green-skinned Hulk, complete with incredible power that sets the standard for strength.

  • The Berserker: As the literal embodiment of Bruce Banner's latent rage, Hulk recklessly throws himself into battle against his opponent while screaming that he is the strongest there is.
  • Big Damn Heroes: In the Episode 3 Trailer, he single-handedly saves X-23 and Chris and shifts the battle in the heroes' favour.
  • Characterization Marches On: After several games of using his Merged Hulk persona, he's back to his classic Savage Hulk identity.
  • Death from Above: Gamma Crush. He jumps into space and essentially grabs a meteor to drop on his opponent.
  • Dishing Out Dirt: While he doesn't actually have the ability to manipulate earth, many of his attacks have him use his strength to hurl boulders and create earth waves.
  • Dumb Muscle: Hulk is just an angry creature with primitive understanding of the world around him. Haggar points out that albeit he is strong, he has no idea how to properly use his power.
  • First-Name Basis: Switch him out with She-Hulk, and he tags her in as "Jen". Averted with most of the other characters: Iron Man is "Metal Man", Felicia is "Cat Girl", Viewtiful Joe is "Funny Helmet Man", and Amaterasu is "Dog" (among others). And then, he still refers to most of the cast by their actual names like Spider-Man, Dante, and Chun-Li.
  • Ground Pound: In his Gamma Quake hyper, where he hits the ground so hard that huge chunks of earth erupt from the stage.
  • Guttural Growler: Fred Tatasciore once again brings his deep growly voice to the Hulk.
  • Heroic Build: Exaggerated. His massive muscles only further approximate his appearance to that of a typical monster.
  • Hulk Speak: He's the Trope Namer, after all. One funny thing to notice is that Fred Tatasciore uses it here, but not when voicing the same character in The Avengers: Earth's Mightiest Heroes!.
  • Immune to Bullets: He mentions to Chris that all of his weapons do nothing against him.
  • Immune to Flinching: His standing H is armored for 3 hits.
  • Ineffectual Loner: All Hulk wants is to be left alone in peace. Unfortunately, nobody will ever just leave him be, and so Hulk Smash.
  • Large Ham: Since he's basically powered by Unstoppable Rage, Hulk shouts whenever he launches an attack as simple as his basic punch combo.
  • Megaton Punch: His Ultimate-only move, Impact Punch, which wallbounces if charged.
  • Mighty Glacier: He moves and attacks slowly, but hits very hard.
  • The Nicknamer: As is typical of Savage Hulk, he's not too good with names and calls other characters based on their physical features.
  • Rivals Team Up: Chris. They fight in the Episode 1 trailer but, later, he pulls a Big Damn Heroes moment in Episode 3 to assist him, Arthur, and X-23 against Magneto and Wesker. In his ending, he helps Chris raid the Mansion and search for Wesker, beating Nemesis to a pulp along the way. Resident Evil never looked so easy.
  • Storming the Castle: In his ending, he storms the Resident Evil mansion along with Chris and beats the tar out of Nemesis.
  • Super Rug-Pull: His Gamma Wave and its hyper variant Gamma Tsunami have him pull the arena floor, generating a wave of dirt and rocks to bury his opponent.
  • Super Strength: Obviously. It's the Hulk. As he's keen to remind you, Hulk is strongest one there is.
  • Teeth-Clenched Teamwork: After his Enemy Mine with Chris, he angrily glares at him before literally clenching his teeth, making it clear that he's not exactly happy about the situation.
  • Up to Eleven: Invoked. Hulk knows he is strong, but upon defeating Phoenix, he begins to wonder how much stronger he would be if he had access to the Phoenix Force.
  • Walking Shirtless Scene: The muscle growth shreds Dr. Banner's clothes whenever he transforms into the Hulk, causing the character to always be portrayed without a shirt on.

    Iron Man
Battle mode initiated.
Debut: Tales of Suspense #39 (March 1963)
Voiced by: Eric Loomis

Captured by a terrorist group in a war-torn region, Tony Stark created a battle suit to help him escape. Afterwards, he improved the battle suit to become Iron Man, and has dedicated himself to protecting the peace since.

  • Awesomeness by Analysis: In one of his winquotes, he explains to his opponent that his armor was able to analyze their weaknesses to give him the advantage.
  • Avengers Assemble: He yells this when he is the first person picked on a team out of himself, Cap, Thor or Hawkeye.
  • BFG: Lampshaded. He calls his Proton Cannon "the big one" when the hyper combo is activated.
  • Captain Patriotic: Played with. His DLC costume would seem to make him into this, but it's actually Norman Osborn's Iron Patriot armor.
    Ugh. I can still smell Norman Osborn's hair gel.
  • Chest Blaster: The Unibeam fires a blast of concentrated energy from the pentagon in his chest. Iron Avenger (his Level 3 hyper) is an even stronger version that deals a good 50 hits worth of damage.
  • Chivalrous Pervert: He hits on all the girls sans Amaterasu in his pre-fight and win quotes. He also has a special win screen quote should he defeat Morrigan last:
    I think we can sort out our differences over dinner. I'll have the best chefs flown in.
    • Concerningly, he also flirts with Tron and Hsien-Ko. Perhaps the developers weren't thinking when they did that.
  • Double Jump: Courtesy of the repulsor boosters in his boots. A certain input allows you to extend this to full-on flight.
  • First-Name Basis: When he switches out with Captain America, he yells "Steve!". Also "Logan!" for Wolverine, and "Clint!" for Hawkeye.
  • Flight: He's capable of this for a short time.
  • Hammerspace: The Proton Cannon is a massive weapon that he can create out of thin air.
  • Hand Blast: His signature repulsor rays, emitted by holding his hands together above his head like in MvC2.
  • Oh, Crap!: When fighting The Hulk, he really wishes he had come decked out in the Hulkbuster Armor.
  • Power Echoes: He gets a bit of this, mostly due to robotic modulation for his voice while suited-up.
  • Powered Armor: The poster boy of this trope, clad in a suit of powerful high-tech armor that he designed himself to escape captivity from terrorists. The armor in this game is designed after the Extremis suit from the comics.
  • Shoulder Cannon: Used to fire off his Smart Bombs, as well as a missile in a crouching punch attack.
  • Suspiciously Similar Substitute: His theme is a remix of War Machine's from MvC, which is at the same time a remix of Tony's theme from Marvel Super Heroes, making it a rearrangement of a rearrangement. This dates back to the first Marvel vs. Capcom, where Rhodey took Tony's place due to legal issues (in MvC2, the two underwent Divergent Character Evolution, and Tony's a one-man show again in 3).

Learn now... why they call me the "Master of Magnetism"!
Debut: The X-Men #1 (September 1963)
Voiced by: Tom Kane

With almost complete control of magnetism, Erik Magnus Lehnsherr, birth name Max Eisenhardt, is one of the most powerful mutants alive. A survivor of the Auschwitz concentration camp during World War II, he developed the idea that genetically superior mutants should be the ones to rule over mankind. Fighting for the sake of mutantkind, he is a calculating character who stops at nothing to achieve his goals.

  • Affably Evil: One of the most likable antagonists in the game, and surprisingly polite in his interactions with a few characters (particularly his fellow X-Men). This gets reflected in his personal ending, where he converts Galactus' spaceship into a safe haven for mutantkind instead of using it to declare war on his enemies.
  • Anti-Villain: He only wants what's best for mutantkind, but resorts to some truly heinous acts in his quest to protect his kind. Case in point, he joins Victor's Legion of Doom in this game and attempts to conquer both the Marvel and Capcom universes.
  • Ascended Meme: One of his alternate colors is the one from the MAHVEL BAYBEE video. Deadpool also quotes the video when facing Magneto.
  • Badass Cape: Two of the most recognizable elements of his design are this and his Cool Helmet.
  • Battle Aura: The power of magnetism lets him glow with purple electricity. In the sprite-based installments of the series, Magneto had a passive aura in his hands during his standing animation. This was actually patched into later versions of Marvel vs. Capcom 3 for Rule of Cool.
  • Counter-Attack: His Force Field special works as this, but also has projectile properties.
  • Difficult, but Awesome: Much like in MvC2, he still has his hard-to-execute loop combos.
  • Evil Laugh: He laughs if he manages to hit his opponent with his level 3 Hyper Combo, as well as during one of his possible winquotes.
  • First-Name Basis: He calls the X-Men by first name, as a nod to their relatively close association. Magneto has even joined the X-Men more than once, including Nation X.
  • Flight: One of his special moves is the ability to fly through the air for a couple of seconds. Great for extending combos or repositioning, but also makes him unable to block.
  • Glass Cannon: He has a pretty low 850,000 life, but his loop combos do pretty good damage and he retains much of his speed from MvC2.
  • Gravity Is Purple: Magneto's elemental attacks and specials are purple colored, and are far more focused on his gravitational abilities than his signature magnet powers.
  • Gravity Master: His special moves focus on his gravitational powers, such as binding his foe to the ground with Hyper Grav or at the start of the Gravity Squeeze hyper combo. In Ultimate, he gains the ability to further attract and repel his opponents.
  • Ground Pound: In his Magnetic Shockwave hyper, Magneto punches the ground to unleash an electric shockwave that covers the entire screen in front of him.
  • Humans Are Bastards: The character's most distinguishing trait is his venomous disdain for regular humans. This doesn't stop him from being partnered with the likes of Frank West and Phoenix Wright.
  • Insistent Terminology: A variant; he references the Marvel Universe's definition of mutants note  when addressing Wesker's bioaugmentation, saying that "Mutants are born, not created".
  • Long-Range Fighter: Downplayed in that, while many of his specials are ranged attacks, he's often used to attack up close.
  • Only Sane Man: The only one out of the fighters who recognizes and prepares to battle Galactus in the Ultimate intro movie.
  • Power Floats: He never walks, instead using his control over gravity to float over the ground.
  • Pragmatic Villainy: His ending has him opt for using Galactus' worldship as a safe home for mutants rather than conquering Earth.
  • Think Happy Thoughts: He needs to learn to do this, according to Morrigan (when she wins) at least.
  • Visionary Villain: His desire to change the world into one where mutants can live in peace is subtly referenced in both his generic intro and winquotes.
    "Allow me to share my dream for this world."
    "The time for subtlety is passing. Now is the time for change."
  • Worthy Opponent: Magneto expresses disappointment that Vergil is not a mutant, as the latter's fighting skill would make a fine addition to his Brotherhood of Mutants.
  • You Remind Me of X: Twin brothers Dante and Vergil remind Magneto of his own son, Quicksilver, due to their brash and arrogant attitudes and their white hairnote .
  • You Will Not Evade Me: His Hyper Grav, if it successfully hits the opponent, will drag him/her closer to him. Also, one of his Ultimate-only moves ("Attraction") involves him regularly pulling his enemy closer to him, wherever they may be.

If you think I've evolved beyond the joys of murder, you'd be wrong!
Debut: Tales of Suspense #94 (October 1967)
Voiced by: Wally Wingert

Formerly just a regular human, George Tarleton was forced to become a living human experiment and was subsequently turned into M.O.D.O.K. (Mental Organism Designed Only for Killingnote ). Calling himself the Scientist Supreme and using his vast intellect and psionic powers, he annihilated all those who were involved in his experiment.

M.O.D.O.K. has everything you could want in a keepaway-focused character: a barrier wall, lasers, flight in place of a jump, attacks that knock opponents away from him, floating bombs, and special cube traps that let him use enhanced versions of each.

  • Ambidextrous Sprite: Despite using 3D models for the game, his flying chair.
  • Authority Equals Asskicking: Regardless of his treatment here, one must remember that M.O.D.O.K. is the leader of A.I.M.
  • Awesomeness by Analysis:
    By my calculations, you'll be dead within seconds!
  • Ax-Crazy: If you think he has evolved beyond the joys of murder, you'd be wrong. The "K" is his name does stand for "Killing", after all, and he repeatedly expresses interest in dissecting his opponents For Science!.
  • Badass Boast: A surprising one, delivered to Nemesis of all people.
    I've had experiments like you, I call them failures.
  • Beehive Barrier: Whenever he blocks, these appear.
  • Butt-Monkey: As the Episode 3 trailer shows, he gets his cables cut by X-23's claws, then smacked into oblivion by the Hulk.
  • Card-Carrying Villain/Fun with Acronyms: Mobile Organism Designed Only for Killing. That not enough for you?
  • Cephalothorax: He is basically a giant head with limbs. Other characters mock him by calling him an evil Humpty Dumpty. He actually does have a body, but it's severely atrophied and hidden within his hoverchair.
  • Combat Tentacles: The mechanical version, used for his Killer Illumination hyper.
  • Crossdresser: He has an alternate costume that makes him appear as M.O.D.A.M, a make-up wearing female counterpart. The costume still uses his voice, though.
  • Deflector Shields: He can produce one.
  • Did You Just Punch Out Cthulhu?: When he defeats Amaterasu, Thor, or Shuma-Gorath, he brags that he can add killing a god to his resume.
  • Difficult, but Awesome: His moves are unorthodox, but he can be a deadly fighter once you master him. As many fans said, his powers are equivalent to trolling.
  • Dude Looks Like a Lady: Sort of. One of his alternate costumes is patterned after his female counterpart, M.O.D.A.M. but still looks and sounds like M.O.D.O.K. and is every bit as ugly.
  • Evil Laugh: Let's just say he does this many times.
  • Evil Tastes Good: He's got a sweet tooth for murder, it would seem.
    Death is like candy!
  • Evilutionary Biologist: The leader of an organization of mad scientists, and he mentions to multiple other characters that he plans to dissect them.
  • Flight: M.O.D.O.K. has the longest flight in the game. And where other characters need a special input in order to activate their flight, M.O.D.O.K. can activate his own if you simply press up.
  • Faux Affably Evil: He's genuinely evil and likes to kill, but he has a number of moments that make him look hilarious. He can also be Ax-Crazy or Laughably Evil, sometimes both at the same time.
  • For Science!:
    (after defeating Rocket Raccoon) I defeated a raccoon! SCIENCE!
  • Gonk: Though it's not as ratcheted up as in the comics, in all fairness.
    Chris: I've seen some God-forsaken monsters in my time, but you are by far the ugliest.
    (Victory screen vs. Shuma Gorath) And they call me odd looking.
  • Head Blast: M.O.D.O.K.'s Psionic Blaster is a beam of telepathic energy fired from his forehead.
  • Homing Projectile: Subverted with his Balloon Bomb, which is just semi-homing (it will stop moving after some distance), but played straight with his Jamming Bomb which slowly homes in on his opponent.
  • I'll Kill You!
    (intro vs. Rocket Raccoon) You're cute. Time to die!
  • Mad Scientist: Leads an entire organization of them.
  • Magikarp Power: How his Analyze Cubes work. Each time one successfully hits, his forehead gem begins to glow and his specials and hypers do more damage and/or gain new properties (his triangular energy barrier grows in size and his smart bombs mess with your controls, among others).
    • Also, a Hyper Psionic Blaster fully charged through this method (after 9 hits from Analyze Cubes) can inflict massive damage.
  • Mirror Match: Lampshaded.
    (to himself) Never again will I forget to lobotomize one of my clones!
  • Monochromatic Eyes: Milky white eyes with no visible pupils. One alternate costume makes them red.
  • Power Crystal: On his head, which helps him to harness his psionic abilities.
  • The Rival: Cap (see his section above) and surprisingly, Crimson Viper.
    C. Viper: [on her phone] I've found M.O.D.O.K., the leader of A.I.M... Understood.
  • Skewed Priorities: His opposing Galactus was less about preventing the destruction of the planet... and more about acquiring Galactus's hat for himself. He wears it in his ending.
  • So Long, Suckers!: Every time he tags out.
    This isn't over!
  • Troll: According to fans, at least, he could give Hazama a run for his money.
    M.O.D.O.K. (before fighting Nemesis T-Type): I've had experiments like you. I call them failures!
  • Use Your Head: His Battering Ram special and its hyper variant.
  • Wave-Motion Gun: His Hyper Psionic Blaster.

You're about to deal with forces you can't possibly comprehend.
Debut: The X-Men #1 (September 1963)
Voiced by: Jennifer Hale

Telepath Jean Grey became the vessel for the powerful Phoenix Force, which grants Jean near god-like powers when it becomes fully active. When she can no longer control her powers, a split personality, the Dark Phoenix, awakens. The Dark Phoenix lives only for destruction, and its thirst will never be quenched.

While Phoenix's health is about as strong as a wet paper bag, she has more than enough power to stay alive, with strong damage and traps. And if she does get knocked out, having a full Hyper Meter gauge lets her revive as Dark Phoenix, with improved moves.

  • Animal Motifs: As The Phoenix, she can manifest fiery wings and projectiles shaped like birds.
  • Ascended Extra: As Jean Grey, she had previously cameoed in several endings in past games, before making a playable appearance in this one.
  • Back from the Dead: Her Level 5 Hyper Combo, titled Dark Phoenix Rises, is automatically triggered when she is KOed, provided she has the required 5 hyper bars. It grants her a power boost on top of fully replenishing her health.
  • Badass Boast: Gives one if she wins a match as Dark Phoenix:
    Ask not for mercy from Dark Phoenix, for there is none in her.
  • Battle Aura: Her second level 1 hyper generates an aura that replenishes her red health quickly.
  • Beam Spam: Every normal attack that Dark Phoenix performs launches several wisps of fire at the opponent. Couple this with her other projectiles and... You know the result.
  • Blank White Eyes: As Dark Phoenix.
  • Death-Activated Superpower: If she gets KO'd with five super meters, she'll automatically transform into the Dark Phoenix.
  • Death as Game Mechanic: Dying can be part of your strategy when playing the game as Phoenix. When she is defeated with 5 hyper bars, she'll be revived to full health, transform into Dark Phoenix and become much more powerful.
  • Difficult, but Awesome: Her health is so low that some level 3 hypers or just a particularly good combo can one-hit kill her. However, her damage output, mix-ups, hypers and special abilities mean that getting in that combo can be pretty difficult.
  • Face–Heel Turn: During her ending, Dark Phoenix completely takes over and proclaims that the other heroes' troubles are just beginning.
  • Fireballs: Her TK Shot special fires a sphere of psychokinetic flames from her hand. Dark Phoenix fires two balls simultaneously.
  • First-Name Basis: She calls her X-Men buds (Logan/Wolverine, Laura/X-23, Ororo/Storm, and Erik/Magneto) by name.
  • Flash Step: Her Teleport move allows her to teleport in front of, behind, or above her opponent.
  • Flight: She's capable of this for a short time, which gives her formidable mobility when paired with her teleport.
  • Fragile Speedster: Until she goes Dark, she has to rely on her ridiculously good mobility and multiple angles of attack, because her health is sub-par.
  • Glass Cannon: Strong damage, but the lowest health in the entire game. This gets even more pronounced as Dark Phoenix, as her damage output goes up even higher, but her health will constantly drain.
  • Heal Thyself: Her Healing Field hyper quickly restores her red health meter.
  • Homing Projectile: The strong version of her TK Shot homes in on opponent.
  • Long-Range Fighter: She can combo her teleport with TK Shot and TK Trap to avoid her opponent while chiping at their health with projectiles. Dark Phoenix further enforces this by shooting small fiery feathers forward whenever an attack button is pressed.
  • Person of Mass Destruction: Host of the Phoenix Force, a destructive cosmic entity that has decimated entire solar systems in the past.
  • Physical God: The Phoenix Force grants her incredible cosmic power in addition to her powerful mutant telepathic abilities, but at the cost of desperately struggling to control them, lest the Dark Phoenix awaken and destroy all around her...
  • Playing with Fire: The Phoenix Force manifests by giving her access to cosmic fire attacks.
    Thor: Ye be a fiery woman with spirit to match the bravest Asgardian! Alas, your skills fell short.
  • Power Gives You Wings:
    • Her Level 1 Phoenix Inferno gives her fiery wings, which she then shoots forwards to damage her opponent.
    • She sprouts a pair of fiery wings upon transforming into Dark Phoenix.
  • Psychotic Smirk: As Dark Phoenix, she sports one on the victory screen.
  • Say My Name: Her death quote. She cries out for Cyclops.
    Phoenix: Scott...
  • Split-Personality Takeover: In her ending, the struggle to defeat Galactus puts a strain on Jean, allowing the Dark Phoenix to fully consume her.
  • Superpowered Evil Side: Upon defeat, the Dark Phoenix rises, giving her incredible offensive skills, at the cost of driving her destructively insane.
    Vergil: There's a darker power that lies dormant in you. Why do you hesitate to embrace it?
  • Trap Master: Her TK Trap special creates a fiery emblem, which hangs in the air for a while before shooting a projectile forward.
  • You Remind Me of X: She notices some similarities between Morrigan and the X-Men villain Selene, who somewhat resembles a succubus.
    "You remind me of Selene, maybe that's why I didn't take it easy on you."

Attention: cease and desist.
Debut: The X-Men #14 (November 1965)
Voiced by: Jim Ward

A robot mutant hunter developed by Bolivar Trask, a scientist who felt that mutants were becoming a threat to mankind. Without developing their own artificial intelligence, Sentinels dutifully obey their orders, no matter who gives them.

  • Breath Weapon: Its standard H attack is a laser which the Sentinel shoots from its mouth.
  • Flight: Capable of this for a short time.
  • Giving Someone the Pointer Finger: During its Sentinel Force (and its hyper variant), it does this to call forth missiles.
  • Hero Killer: Should the Sentinel win a battle against Magneto or Wolverine, it will proclaim that "the target has been terminated". In the former's case, it will also declare that its next target shall be the leader of the X-Men, Charles Xavier.
  • Humongous Mecha: Smaller than (most of) its comic counterparts (especially with his full-sized brothers in the background in the Days of Future Past stage), but still by far the second largest playable character, after Galactus. His leg even clips through other character models when he calls them in for an assist.
  • Hunter of Monsters: Sentinels are machines built with the explicit purpose of hunting down mutants. This leads Magneto to label it as an abomination, and Spencer to call it a failure of human engineering.
    (Victory quote against the X-Men, Magneto and Deadpoolnote ): Mutant entity eliminated. Operation successful.
  • Invulnerable Attack: Its normal attack can disperse projectiles. Even more fittingly, Hard Drive is completely invulnerable throughout its duration. If two Sentinels do Hard Drive one after another, the one that did it second lands a hit or two only at the end.
  • Killer Robot: Its main purpose is hunting down and terminating people with latent mutant genes. If the Sentinel meets Nova, it inquires if he is a mutant (he's not), and after the fight will also begin wondering whether it should start killing members of the Nova Corps as well.
  • Lag Cancel: It can cancel its dash with crouching and then dashing again, making it quicker to approach opponents.
  • Lightning Bruiser: Even after having its ample supply of health reduced in a patch, Sentinel still hits quite hard and can more than keep up with characters thanks to the aforementioned Lag Cancel. Most of his attacks are fairly slow, however.
  • Machine Monotone: Being a robot, it speaks like this.
  • Nerf: Received a severe health nerf (from 1.3 million to around 910k) with the March 22nd, 2011 patch. He now only marginally outdoes Spider-Man, Dante, and several other Glass Cannons and Fragile Speedsters. Ultimate brings him down even further to 900000. Even with these downgrades, many tier lists have him placed at the top or close to it.
  • Ominous Latin Chanting: Its theme.
  • Power Echoes: Sentinels are androids, so their voices are naturally robotic with a reverberating echo.
  • Red Eyes, Take Warning: It has shining red robot eyes and is certainly a dangerous Killer Robot.
  • Rocket Punch: One of its specials shoots its fist a short distance forward, which the Sentinel then retracts back into its arm socket.
  • Secret Character: Requires 4000 Player Points to be unlocked in the vanilla version of the game.
  • Shock and Awe: Its Plasma Storm hyper produces an electric Sphere of Destruction between its palms.
  • [Trope Name]: Pressing the Taunt button causes the Sentinel to randomly proclaim "Undermine enemy's confidence!"
  • Zerg Rush: Its Sentinel Force special and its Hyper counterpart summon waves of smaller Sentinels to collide with the opponent.
  • Zeroth Law Rebellion: Its ending. Just like in X-Men: Children of the Atom, the Sentinels begin hunting down anything that isn't an ordinary human (including superpowered humans like Ryu and Dan from the Street Fighter series) and dominate the world. Even less happily in Ultimate, with the Master Mold acquiring Galactus' worldship, it now has the ability to eradicate its targets in other planets and dimensions. The Sentinels themselves even take on an appearance more similar to Galactus himself.

Debut: Savage She-Hulk #1 (February 1980)

Bruce Banner's (Hulk) cousin. After being gravely injured, Jennifer Walters received a blood transfusion from Banner which allowed her to transform into She-Hulk. Her transformation extends as far as her personality, going from meek and mousy to strong-willed and confident.

  • Amazing Technicolor Population: Green skin, just like her cousin.
  • Amazonian Beauty: One of her winquotes has She-Hulk refer to herself as "700 pounds of lean, green muscle".
  • Ascended Extra: She was one of the frozen warriors in Marvel Super Heroes before making a playable appearance here.
  • Ass Kicks You: One her Hyper Combos ends with an earth-shaking butt-drop onto the opponent.
  • Boisterous Bruiser: Has a lot of fun beating people up and loves boasting about how awesome she is.
  • Boobs of Steel: Has a considerable rack and is the most physically-oriented female fighter in this game. She's also the female fighter with most health (at 1,150K), barring Tron's 1,200K (who brings a Mini-Mecha with her).
  • Breaking the Fourth Wall: In her interactions with Deadpool, She-Hulk reminds him that she is also capable of breaking the fourth wall. She threatens to beat him up with a health bar, and swears to defeat him in MvC4 if such game is ever madenote .
  • Car Fu: Her Level 3 Hyper, Road Rage (aka Sunday Driver), involves flattening her opponent with a nearby car. Sometimes she'll just let the car go straight, crashing into the enemy as it goes.
  • Composite Character: Every She-Hulk costume in the game is Jennifer Walters in personality, but only a few actually represent what she looks like. For the other costumes, Capcom chose Lyra (Hulk's daughter, wearing a Frightful Four uniform), Ultimate She-Hulk (Betty Ross), and Red She-Hulk (Betty Ross of the core universe).
  • Does Not Know Her Own Strength: Absolutely wrecks the judge's bench when given her own court show, scaring the crap out of Phoenix Wright and Miles Edgeworth.
  • First-Name Basis: When switched-out, she calls Hulk "Bruce", and refers to Iron Man as "Tony".
  • Fun Personified: One of the most fun-loving and upbeat characters on the roster. It's hard not to have a good time when she's around.
  • Genius Bruiser: She's a very successful lawyer in her civilian identity, making Phoenix Wright her main rival in Ultimate. Also, unlike her cousin (most of the time), she retains her full intelligence when in her gamma-powered form.
  • Statuesque Stunner: She isn't just the tallest of the ladies, she's one of the tallest characters in the game, period. And she looks no less fine because of it.
  • Stripperific: Her Leotard of Power.
  • Wrestler in All of Us: Compared to her cousin, she's more of a grappler than a bruiser. She uses a clothesline, elbow drop, dropkick, and Senton Bomb.
  • Written Sound Effect: Many of her special attacks cause onomatopoeias such as KRACK!, WHAM! and WHUNK! to appear on the screen.

Embrace... CHAOS!
Debut: Marvel Premiere #5 (November 1972)
Voiced by: Paul Dobson

God of another dimension. As he will assume the form of whatever it is that people fear, he has no true form. Having taken a liking to Earth, he has tried to rule over the planet many times since the prehistoric age, but has usually been thwarted by a shaman or magic user, such as Doctor Strange.

  • Accidental Hero: In his ending, he defeats Galactus and becomes a popular Japanese game show presenter.
  • Adaptational Personality Change: Quite a drastic one. In the comics, Shuma-Gorath is a Knight of Cerebus whose presence in a story usually indicates that shit is really going down. He's a godlike Eldritch Abomination who only cares about spreading chaos and destruction throughout the cosmos, and there's certainly nothing lighthearted about him. The Capcom Vs. series gives him a comedic characterisation and his threat level is considerably reduced, since his canonical power would dwarf every Final Boss in the series.
  • Adaptational Wimp: Again, in the comics he's an all-powerful Eldritch Abomination who, under normal circumstances, could win any fight in this game with the blink of an eye. Here, he's a regular-sized squid man whose attacks basically extend to hitting people with his tentacles and shooting a laser from his eye.
  • Affably Evil: Capom often interpret him this way in spite of his usual characterisation in the comics. After his debut in the series, in which his ending was fitting of his status, almost all of Shuma Gorath's subsequent endings consists of him doing something not-evil to outright good; and in this instalment things were no different, with him becoming a Japanese game show host.
  • Ascended Extra: Shuma-Gorath is likely the most obscure character Capcom have ever adapted to the series, as he only made a small handful of appearances in Doctor Strange issues and never appeared in any other media. Nevertheless, Capcom seem to have grown very attached to the character as he has been playable in a whopping five instalments of the Marvel vs. Capcom series (on top of cameo appearances in other titles). Their strange love for Shuma is such that Capcom actually rebelled against Marvel as they insisted on including him in MVC3 even though Marvel were against it, until Marvel conceded by allowing him to be DLC.
  • Badass Arm-Fold: At the start of his victory pose, he crosses two of his tentacles, looking pretty pleased with himself.
  • Breaking the Fourth Wall: His victory pose involves him running at the camera and jumping towards it.
  • Catchphrase: His phrase "Waste of flesh" has stuck with him in each of the games he has been in.
  • Combat Tentacles: He fights mainly by swinging his tentacles at the opponents. The developers stated that this is why he made the cut over Doctor Strange in the vanilla version, as Capcom Japan wanted something more creative than a "guy with a cape".
  • The Comically Serious: In his victory quote against Deadpool, he says that he does not appreciate being called "calamari" and asks what a "dipping sauce" is, in a completely serious tone.
  • Downloadable Content: Initially, for the PS3 version. This caused him and fellow DLC character Jill Valentine to be Temporary Online Content when Capcom's license with Marvel expired, but since then a PS4 and Steam port was released and announced with both DLC characters included by default, averting both tropes.
  • Drama-Preserving Handicap: In terms of canon Power Levels, Shuma-Gorath is, by far, the most powerful character in the game. He's more powerful than Galactus, the game's Final Boss. Fellow dimensional entity Dormammu, who would otherwise be the uncontested holder without him, is canonically considered to be "nothing" compared to Shuma to the point where even he doesn't dare trifle with him or invade the Chaos Dimension, and for further perspective Dormammu is more powerful than Odin. Not only is Power Creep, Power Seep in play, but the game provides a reason for why he can lose: He's outside the Chaos Dimension, where he's weaker. Presumably, this is how anyone can actually beat him.
    Shuma-Gorath: Imagine if you faced me in my own Chaos Dimension, fool! I am omnipotent there.
  • Evil Laugh: Sometimes he introduces himself before a match with cackling laughter.
  • Evil Tastes Good: One of his intro quotes has him state that his opponent's fear tastes delicious.
  • Extra Eyes: One of his costumes is based on Quoggoth, an Eldritch Abomination with countless eyes.
  • Eye Beam: He can fire blasts from his eyes as a regular attack, special move, and hyper.
  • Fantastic Racism: He despises Vergil for being a half-demon, calling him an embarrassment to demons everywhere.
  • Heel–Face Turn: Shuma's ending involves him becoming the unlikely savior of the Earth, even though he intended to conquer it. He eventually accepts this and gets his own game show.
  • I'll Kill You!: If he faces Vergil, he will threaten to eviscerate the half-demon.
  • Multiversal Conqueror: If he wins against Dormammu or Dr. Strange, he will claim their dimensions as his own.
  • Not Drawn to Scale: In the Ultimate Marvel vs. Capcom 3 intro trailer, Shuma-Gorath is shown to be huge. Big enough to break through an entire building. Big enough for one of his tentacles to be able to completely flatten Chris. Big enough for Felicia to look like an insect on his head. In-game? He meets eye to torso with most of the cast. The size presented in the intro is far closer to the size he is in the comics.
  • Oculothorax: His main distinguishing feature besides his tentacles is his giant singular red eye in the centre of his body.
  • Plot-Irrelevant Villain: As usual in this series, Shuma-Gorath has no impact on the main villain's plans (in this case, Galactus).
  • Power Creep, Power Seep: Canonically, he would likely be the most powerful playable character in the game, above even the Phoenix Force or a fully powered Galactus, and being the only Doctor Strange enemy who likely exceeds Dormammu. Shuma's only weakness in the comics is being magically banished by high-level beings. Any punch or kick to him he would scoff at. His power (and size) is also limited directly by how much influence he holds over that dimension. He doesn't hold much sway over Earth's dimension, so it's very possible that he's already at his full strength.
  • Power Glows: If you look carefully, there's a red glow underneath Shuma's body when he's on the ground.
  • Red Baron: The Lord of Chaos.
  • Smug Super: Even with only one eye and no other facial features, you can tell he's a smug bastard. He's the only character who seems to go out of his way to strike poses after he attacks, whether this be his Badass Arm-Fold or his B-Boy stance.
  • Unskilled, but Strong: If his bio's statistics are to be believed, at least. His fighting ability is very low, while strength, speed and stamina are maxed out, with energy projection being one bar away from its maximum as well.
  • Walking Wasteland: Wherever he steps, a small red aura is left behind.
  • Villainous Crush: He proposes to Hsien-Ko in his winquote, offering her control over many dimensions as a dowry.
  • You Will Be Assimilated: One of his generic winquotes has him state that the world will be devoured by chaos, after which everything will become a part of him.

Look out, here comes the Spider-Man!
Debut: Amazing Fantasy #15 (August 1962)
Voiced by: Josh Keaton

While attending a public science exhibit, young Peter Parker was bitten by a radioactive spider; this granted him special abilities, and he became the hero Spider-Man. When his beloved uncle was killed by a criminal Peter could have apprehended but chose not to, he swore to live by the creed of "With great power there must also come great responsibility."

  • All Webbed Up: He has multiple moves that trap his opponent in webbing, including his Web Ball, Web Throw, Ultimate Web Throw, and Maximum Spider.
  • Biting-the-Hand Humor:
    • In-Universe: in his intro against Firebrand, Spider-Man asks if the demon has any relation to his boss, J. Jonah Jameson. He also asks Ghost Rider if he'd be interested in harvesting JJJ's soul.
    • When defeating Firebrand, he has this to say:
    You know, you look kind of like the guy who ruined my marriage.]]
  • Building Swing: His Web Swing special move has Spider-Man shoot a string upwards, which he then uses to propel himself towards his opponent.
  • Comes Great Responsibility:
    • Spider-Man chastises Wesker in one of his winquotes, saying that the latter has a great power, but is not being very responsible with it.
    • Spoofed in one of his intro quotes, where he exclaims that "With a great power comes a great beatdown!"
    • One of his standard winquotes has him say that "Sometimes with a great power comes the great responsibility to beat the bejeezus out of somebody."
  • Diving Kick: His Maximum Spider hyper combo has him entangle his opponent in the air with a giant web, after which he delivers a powerful kick from above to smash them back to the ground.
  • Downer Ending: His ending, Played for Laughs. After risking his neck to fight Galactus, something he shouldn't be able to do, he tries to sell the pictures to J. Jonah Jameson, who promptly shoots it down because it makes Spidey look heroic, causing him to question why he even bothers to save people if he doesn't even get respect after saving two different worlds nearly single-handedly. And to add to that, he's made fun of on his way out by a passing Frank West.
  • First-Name Basis: Calls Wesker "Albert".
  • Fragile Speedster: A really quick and agile character, but at the cost of lower health and defense.
  • Giving Someone the Pointer Finger: The Super Move Portrait Attack for his Crawler Assault has him pointing to his opponent before beating them down.
  • Mirror Match: Lampshaded. His winquote against an opposing Spider-Man has him wonder whether that was a clone or a Skrull.
  • The Nicknamer: He has special tag names for several possible team members: "Maggie!" (Magneto), "Wolvie!" (Wolverine), "Shellhead!" (Iron Man), "Doomsy!" (Dr. Doom), "Hulkster!" (The Hulk), "Tasky!" (Taskmaster) and "Mr. Wilson!" (Deadpool) are some of them.
  • Rapid-Fire Fisticuffs: His Crawler Assault hyper has Spider-Man punch his opponents several times in quick succession, producing red and blue blurs with each strike.
  • The Rival: To Taskmaster. There's an achievement for winning an online match for beating the latter with Spidey (or the other way around). Ironically, Spidey apparently has no idea who Tasky is in their intro conversation.
  • Shoryuken: His Spider Sting is a jumping uppercut that can be followed up with a punch that knocks his opponent right back down to Earth.
  • Waxing Lyrical: This intro line:
  • You Remind Me of X: His winquote against Firebrand has him compare the latter with "the guy who ruined (his) marriage" (Mephisto).
  • You Will Not Evade Me: He can use his web strings to pull enemies in.

You now face Storm of the X-Men.
Debut: Giant-Size X-Men #1 (May 1975)
Voiced by: Susan Dalian

Though she survived the ordeal, Ororo Munroe's parents died when a plane crashed into their home. Being buried under rubble proved a traumatic experience that would leave her with severe claustrophobia. Orphaned, she became a street thief in order to get by. She was later recruited by Charles Xavier, and decided to put her powers to use for good as a member of the X-Men.

  • Martial Pacifist: Storm treasures peace, and many of her winquotes have her attempting to reason with her defeated opponents. However, she is canonically one of the most powerful members of the X-Men and proves to be a force to be reckoned with when she actualy joins the battle.
    "This battle could have been avoided. Next time, we must seek a peaceful solution."
  • Monochromatic Eyes: Her pupils are white and only slightly darker than her sclera.
  • Person of Mass Destruction: She is every weather-related natural disaster crammed into a single person. This is best showcased in her Hailstorm hyper combo, where she rains giant icicles upon the entire field.
  • Power Floats: In her default stance, Storm levitates above the ground by riding on air currents.
  • Royals Who Actually Do Something: The Queen of Wakanda, and a loyal and powerful member of the X-Men.
  • Weather Manipulation: Her iconic mutation. All her basic attacks are punches or kicks empowered by whirlwinds or electricity, while her specials have her conjuring storms to cause damage on a larger scale.

There's far too much trash in the universe.
Debut: Fantastic Four #18 (September 1963)
Voiced by: Charlie Adler

Kl'rt is a genetically-engineered super soldier created by the Skrulls to defeat the Fantastic Four, who stopped their invasion of Earth. His pride and tendency to look down on others is not unique to him, but a characteristic of the Skrull race in general.

  • Bowdlerise: His "He loves you!" line from Vanilla being removed in Ultimate, as the line is in reference to the Secret Invasion storyline, a religiously motivated invasion Super Skrull did not support (he is not overflowing with love for the Earth creatures).
  • Breaking the Fourth Wall: His winpose is stomping on the camera, causing the lens to shatter.
  • Charged Attack: His Stone Smite is a charged version of his standing heavy attack. His crouching heavy can also be charged.
  • Everything's Better with Spinning: His Skrull Torch hyper involves him being Wreathed in Flames and then spinning wildly forward like a torpedo, which is somewhat similar to M. Bison's Psycho Crusher (especially its super variant). However, Skrull Torch can actually be controlled.
  • The Empire: A lot of his dialogue revolves around how he fights for the glory of the Skrull Empire, and his loyalty to it.
  • Kick Them While They Are Down: His Worm Squash special, which can only hit a downed opponent. While other fighters have OTG-hitting attacks, he takes this trope literally.
  • Lag Cancel: He can cancel his dash with crouching and then dashing again, making it quicker to approach opponents.
  • No-Holds-Barred Beatdown: His Level 3 hyper is a rapid fire series of slams from his stretchy, flaming, Thing-powered fists.
  • Out-of-Character Moment: His Level 2 hyper originally had a soundbite of him saying "He loves you", the Arc Words of the invading Skrulls in Secret Invasion. However, in the comic, K'lrt was actually against the invasion and never said it. The quote was later patched out.
  • Power Echoes: His voice has an alien-sounding echoey filter to it, and he is certainly powerful.
  • Power Glows: If you look closely, Kl'rt continually gives off small sparkles.
  • Puny Earthlings: He has nothing but scorn for his human opponents.
  • Rapid-Fire Fisticuffs: His Tenderizer special has him repeatedly slam his stretchy arms on the opponent at a ridiculous speed.

You're the asskick-ee, I'm the asskicker!
Debut: The Avengers #195 (May 1980)
Voiced by: Steve Blum

Tony Masters learned many moves by watching videos of heroes in action, and used his photographic reflexes to copy them and make them his own. Considering himself a businessman, Taskmaster opened a mercenary school for training criminals in the fighting arts.

  • All Your Powers Combined: True to character, he borrows some of his moves from other characters. Taskmaster brings Hawkeye's famed archery skills in tow, perfectly duplicates Spider-Man's Web Swing, has a Cool Sword courtesy of Black Knight, and has "shield skills just like Cap's!"
  • ...And 99¢: One of his victory quote has him offering to enroll the opponents in his mercenary training program in exchange for $99,999.99.
  • Bow and Sword, in Accord: His two main weapons are a sword and a bow, which he mastered by copying the skills of Black Knight and Hawkeye, respectively.
  • Charged Attack: He can charge his arrow attack for a delayed fire and higher damage.
  • Combat Pragmatist: Doesn't have any scruples with shooting an opponent with his handgun when all else fails.
  • Cool Mask: It looks like a skull; and also reflects his expressions.
  • Counter-Attack: As both a special (the heavy version acts more like a Attack Reflector) and a hyper.
  • Cut Lex Luthor a Check: In his ending, he expands his training program, puts out a series of exercise tapes, and a line of health food products.
  • Death from Above: He can aim his shot upward, and then multiple arrows will rain from above. He can also aim his hyper version of the special upward, and it becomes a literal Rain of Arrows. In midair, he can also aim his special and hyper versions downward.
  • Expressive Mask: The mouth on his skull mask moves along with his dialogue. This is something that originated in this game, but some later depictions of him have done this as well, including some comics.
  • Laughably Evil: Invoked in-universe. Taskmaster's Arcade ending shows that the fame he's earned by defeating Galactus has gotten to his head, inspiring him to record a comical and over-the-top commercial for his mercenary training classes. His dialogue implies that most viewers burst into laughter after watching the advertisement, though his profits have been so substantial that he doesn't care.
  • Malevolent Masked Man: A supervillain who wears a sinister-looking skull mask.
  • Money, Dear Boy: Invoked. He's a mercenary by trade, and many of his intros mention that he's being paid for the current fight.
  • More Dakka: One of his hypers, though using arrows instead of bullets.
  • The Musketeer: He has both melee and ranged attack prowess with his weapons.
  • Odd Name Out: Of all the characters in the game that use an alias, only C. Viper's and Taskmaster's (Anthony Masters) aren't used in the dialogue.
  • Only in It for the Money: His entire motivation. Even referenced in his ending.
    (to Ryu, Akuma, or Tron) I do this for the cash, not for the thrills.
  • Power Copying: This is Taskmaster's gimmick, just like in the comics. In game, he has Spider-Man's Web Swing and Captain America's Charging Star.
  • Punch-Clock Villain: He does villainous things just because he's paid enough. In battle, he's quite friendly and talkative to the heroes.
  • Secret Character: Requires 8000 Player Points to unlock.
  • Soundtrack Dissonance: He has a pretty heroic sounding theme, despite the fact that he's a mostly villainous mercenary.
  • Sword Pointing: Does this in his winning pose, aimed at the camera.
  • Twinkle Smile: Done during said winning pose.
  • Worthy Opponent: The only person he really hates is Deadpool, and that's only because he's so erratic that Taskmaster can't copy his style.

Let yon battle be dedicated to Odin, the Allfather!
Debut: Journey into Mystery #83 (August 1962)
Voiced by: Rick D. Wasserman

Thor is the son of Odin, ruler of Asgard, the home of the gods. Known as the strongest warrior in Asgard, his prideful ways were reformed after spending time living as a human. Currently, he is a member of the Earth's mightiest heroes, the Avengers.

  • Ascended Extra: Thor had a cameo in War of the Gems, is present in many of the endings as one of the frozen warriors in Marvel Super Heroes, and was an Assist Character in the first MvC before finally becoming a playable character in this game.
  • Badass Cape: A long red one.
  • Charged Attack: All of his specials and hypers (except for the grappling ones) can be charged.
  • Chick Magnet: In Hsien-Ko's arcade mode ending, she and her sister Mei-Ling end up fighting over Thor. Chun-Li's win quote against him also has her admit that Thor, being tall, blonde and handsome, is exactly her type, though she isn't a fan of him carrying that hammer everywhere.
  • Combat Compliment: He is polite and respectful to many opponents after beating them.
  • Cool Helmet: Adorned with Mercury's Wings.
  • Drop the Hammer: Good ol' Mjolnir. The thing can generate electricity, summon winds, and help him fly.
  • Flight: He's capable of this, for a short time.
  • Gameplay and Story Segregation: His bio lists his speed as 7, the maximum. Gameplay wise, he's a Mighty Glacier and has the highest health in the game (at 1,250,000).
  • Giving Someone the Pointer Finger: In his command taunt, he points at his opponent while swinging Mjolnir in his other hand, delivering a long speech that fills the hyper meter for as long as it is performed.
    Heed my words, evildoers! If thou dost wish to challenge the Odinson, thou will face the divine power of mighty Mjölnir! Never shall the god of thunder relent!
    Behold, I am Thor, son of Odin, and defender of Asgard! If thou are foolish enough to challenge Thor, you will find Mjölnir powerful enough to BREAK YOUR SKULL!
  • Ground Pound: Done with his hammer in his Mighty Smash special and Mighty Thunder hyper.
  • Heroic Build: Incredibly muscular, as befitting both a superhero and a god.
  • Large Ham: So much that Haggar thinks he would make for a great pro wrestler.
  • Let's You and Him Fight: He believes that he's tricked by Loki when he encounters Hulk, Iron Man, or himself.
  • Made of Iron: With 1250k HP, he has the most health in the game.
  • Mighty Glacier: Among the slowest characters in the game, but his attacks can hit rather hard.
  • Physical God: The Norse God of Thunder, and one of the strongest superheroes in the Marvel Universe.
  • Rousing Speech: He has a special move called "Mighty Speech", which fills the hyper meter for as long as Thor keeps up his discourse.
  • Shock and Awe: As the Nordic god of lightning, it's unsurprising that most of Thor's special moves have him manipulating lightning in some fashion to strike his opponent with.
  • Slide Attack: His crouching H attack is one.
  • Spinning Piledriver: The end of his Mighty Hurricane Hyper has him grab the opponent by the face and spin them in the air before slamming them to the ground.
  • Stab the Sky: In his Mighty Tornado hyper, he lifts Mjölnir above his head to summon a twister around him.
  • Theme Naming: All of his attacks have the word "Mighty" in them.
  • Worthy Opponent: His intro quote against Captain America has him declare how much he respects his fellow avenger. He also comments that Morrigan would make a fine replacement for Hela, the Goddess of Death.
  • Ye Olde Butcherede Englishe: Forsooth! 'Tis but a trademark of Mighty Thor to speaketh in yon manner.

Debut: The Incredible Hulk #181 (November 1974)
Voiced by: Steve Blum

Beneath James "Logan" Howlett's gruff and crude exterior lies a noble spirit who genuinely treasures his comrades. However, in the face of his enemies, he is merciless, often employing extreme measures in his methods.

  • Audible Sharpness: You can hear sounds of metal scraping whenever he attacks with his claws.
  • Badass Baritone: Courtesy of Steve Blum lending his chords to Wolvie yet again.
  • Badass Boast: His quotes when against Ghost Rider:
    (start of line-up) You really think your Hellfire's gonna scare the guy who beat the devil?
    (after winning) I've been to Hell and back, bub. You don't stand a chance!
  • Battle Aura: During his Berserker Charge hyper.
  • The Berserker: If it wasn't apparent by the fact that 90% of his move list starts with the word "BERSERKER", looking at his idle pose for one second is all it takes for anyone unfamiliar with Logan to realize he is a small man brimming with enough rage to make even Hulk seem irritated at best.
  • Blade Spam: His Berserker Barrage and its hyper variant, as well as Weapon X. Ultimate gave him a new move named Berserker Rage.
  • Button Mashing: His throw, Berserker Barrage, and Tornado Claw can score more hits if the attack button is mashed.
  • Diving Kick: One of his command inputs in the air has him rush downwards with a kick. It's great at keeping combos going, since it bounces them upwards slightly and opens them up for more aerial attacks.
  • First-Name Basis: Refers to X-23 by her first name, Laura, when switching out with her. Does the same for his fellow X-Men Phoenix (Jean) and Storm (Ororo), as well as Magneto (Erik).
  • Flash Step: His Berserker Claw starts with this.
  • Glass Cannon: Wolverine hits pretty hard and can combo the opponent for days, but he has below-average health to compensate for this.
  • Guttural Growler: "Snarling" is pretty much his default tone of voice.
  • Healing Factor: His famous mutant ability, which is present in the game, as he can recover small bits of health at a time if he isn't attacked long enough.
  • Pint Sized Power House: Wolverine only stands at 5'3, meaning he only reaches the chest level of most of the cast. Make no mistake though, he will tear you apart with ease.
  • The Rival: Wolverine becomes Vergil's rival in Ultimate, as the two are shown going against each other in the game's opening cutscene. The winner is revealed to be Vergil, who uses the Muramasa Blade to cancel Wolverine's healing factor.
  • Shoryuken: His Tornado Claw.
  • Shut Up, Hannibal!: When Magneto boasts about his magnetism powers, his response is basically this:
    Sorry, Erik, you just ain't gonna win this.
  • Super Mode: Berserker Charge.
  • To the Tune of...: Wolverine's theme and the theme song of Mighty Morphin' Power Rangers. Compare.
  • Unskilled, but Strong: Ryu notes that he fights like a wild animal. It doesn't make him any less dangerous an opponent.
  • Wolverine Claws: As to be expected from the Trope Namer, after all.
  • Wolverine Publicity: He is the Trope Namer and it applies here as much as anywhere as Wolverine is the only Marvel representative to appear in every Capcom-produced Marvel fighting game (with the exception of Infinite, a fact that caused much outcry on its own) dating all the way back to X-Men: Children of the Atom. He is essentially to the series what Ryu is to the Capcom cast (although he doesn't have a second version of himself in this game with a different moveset like he did in 2). One of his new win quotes in Ultimate even acknowledges it:
    I'm on the X-Men, X-Force, and the friggin' Avengers, and I STILL had the time to kick your ass.

    X- 23
I'm the second best at what I do.
Debut: X-Men: Evolution, "X-23" (August 2, 2003)
Debut (in comics): NYX #3 (February 2004)
Voiced by: Tara Strong

Cloned from a damaged Wolverine gene sample, X-23 (baptized Laura Kinney by the scientist who looked after her) was created for one reason: to be the perfect killing machine. For years, she proved herself a notable assassin, though a series of tragedies eventually led her to Wolverine and the X-Men, with whom she now seeks to turn her life around.

  • Audible Sharpness: Much like Wolverine, her blades make a sharp metallic sound whenever she attacks.
  • Awesomeness by Analysis: In one of her pre-battle quotes, she claims to have already identified seventeen ways to beat her opponent.
  • Bare Your Midriff: She only wears a tank top that exposes her midriff for her upper body. Averted for her DLC costume, which is based on her look in X-Men: Evolution.
  • Blade Spam: In her Weapon X Prime hyper, X-23 rushes her opponent and performs a barrage of melee attacks for a soft knockdown.
  • Charged Attack: Her Neck Slice, Ankle Slice, and Decapitating Slice can be charged to increase distance and hit OTG.
  • Diving Kick: Her Talon Attack special is a downward diagonal kick that can be used to finish air combos.
  • First-Name Basis: When she calls Wolvie in, she yells "Logan!".
  • Fragile Speedster: Has only 825,000 health but good mobility and very fast combos.
  • Hell-Bent for Leather: Dressed in a leather tube top and tight pants.
  • Invisibility: Her Level 3 hyper turns her invisible, which is great for mindgames. However, its main purpose is to grant her access to a special grab, which she can perform by pressing the Special button when in close range. It's implied by the animations that she's meant to have dug beneath the stage to strike quickly from below, especially since invisibility is not an ability she normally has, but the actual mechanics don't reflect that.
  • Opposite-Sex Clone: Of Wolverine. He eventually adopted her as his daughter.
  • Rolling Attack: Her Rage Trigger hyper involves her doing a rolling slash twice before doing a somersault kick.
  • Shadow Archetype: Of Wolverine. She admits herself that she is the second best there is at what she does, and wants to be the #1.
  • Slide Attack: Her Ankle Slicer special has her sliding into the ground to strike at her opponent's feet with her hand claws.
  • What Would X Do?: When she activates X-Factor, she asks: "What would Wolvie do?"
  • Wolverine Claws: As a clone of the Trope Namer, she naturally has the same mutation. However, due to a defect in the DNA sample, she only has two claws in her arms, and an additional pair that protude from her feet.
  • You Remind Me of X: Amaterasu reminds her of Wolfsbane, a fellow X-Men who can transform into a wolf.
  • You Wouldn't Like Me When I'm Angry!: Delivers a similar quote whenever she wins a fight against one of the villains (except Sentinel).
    "Get out of here before I really get mad!"

    Final Boss: Galactus

Debut: Fantastic Four #48 (March 1966)
Voiced by: Jonathan Adams

The sole survivor of the universe before the Big Bang, Galan was recreated into a "galactic ravager" by the sentience of the previous universe. In order for the giant-sized goliath to survive, Galactus feeds off the energy of living planets, which are located by his herald the Silver Surfer.

  • Adaptational Villainy: In normal Marvel canon, Galactus is by and large a neutral character. Yes he eats planets, but he only does it out of necessity and only attacks if he's provoked. In this game, however, Galactus is actively seeking out the destruction of the Earths because the alliance of the Marvel and Capcom villains pissed him off, and his general demeanor in the game is very aggressive as he bears a permanent mean mug and sneers at all of the characters.
  • Beam Spam: Galactus' more impressive attacks involve firing massive lasers from his eyes and fingertips. One of his hypers covers the entire screen, forcing the player to spam Advancing Guards to minimize the damage taken.
  • Big Bad: Galactus intends to destroy the Marvel and Capcom universes, forcing heroes and villains from both worlds to join forces in an effort to repel him. His presence is felt even outside of Arcade Mode, as Heroes and Heralds revolves around fighting his minions and freeing the game's stages from his influence.
  • Breaking the Fourth Wall: He makes his entrance by ripping apart the victory screen of the previous battle. And if you try again with another team after a game over, it's the "Hero Select" screen that he rips down.
  • Cool Helmet: Galactus' most recognizable physical trait is his massive, highly stylized purple helmet. M.O.D.O.K. admits in a victory quote that he's had his eye on Galactus' helmet the entire time. His ending features him putting it on and asking his AIM subordinates how he looks.
  • The End of the World as We Know It: The titular fate of two worlds refers to Galactus consuming both the Marvel and Capcom universes. In his ending, he is seen shattering the two Earths with his hands.
  • Evil Sounds Deep: Galactus has a gruff voice that makes him more intimidating.
  • Evil Is Bigger: Galactus is the main antagonist of the game and towers above the playable cast. During the final battle, he is only seen from the torso and up.
  • Eye Beam: His hyper move has him fire lasers from his eyes and fingers, covering the entire screen. It depletes 70% of the character's health should it land all hits.
  • Final Boss: He is the final opponent the player must defeat in Arcade Mode.
  • Finger Gun: A shot from one of his fingers equals 30 hits. Taken Up to Eleven when he uses all of his left fingers to fire multiple lasers.
  • Finger Poke of Doom: His heavy attack is a finger flick that causes a Snapback.
  • Leaning on the Fourth Wall: One of his quotes before he attacks is "This game is over".
  • Non-Standard Game Over: If you lose to him, instead of "K.O." you get "EARTH K.O.", letting you know that your loss has doomed the entire planet. Should you not continue, you get a special ending sequence that doubles as Galactus's personal ending. You're also rewarded with some unlockable goodies related to him, such as his musical themes. In Ultimate, you can get his ending and unlockables via Galactus Mode.
  • Old Save Bonus: You unlock Galactus Mode on Ultimate straight away if you have data from vanilla MvC3 on your hard drive. Otherwise, you have to obtain 30000 player points.
  • One-Hit Kill: One of his attacks has him raise his hands slowly, charging a ton of energy before slamming it down on you. You can stop it by inflicting enough damage before he finishes charging, but if you don't, you can kiss your current character bye-bye.
  • Person of Mass Destruction: Galactus' main goal is to destroy the two Earths. He accomplishes this feat in his ending, where the planets crumble after he drains their energy into himself.
  • Planet Eater: The dude has eaten the Skrulls' planet, and now he threatens to eat both the Capcom and Marvel worlds.
    (to Super-Skrull) I remember your homeworld. It was delicious.
  • Power Echoes: Galactus' otherworldly nature is emphasized by the fact his voice has an audible reverb whenever he speaks.
  • Promoted to Playable: Although he simply served the role of final boss in the original game, he is made playable in Ultimate via an unlockable Galactus Mode.
  • Reminiscing About Your Victims: If Super-Skrull is leading the team in the battle against Galactus, he says this (specifically, about his planet).
  • Soundtrack Dissonance: If he wins the final fight, the same triumphant theme plays, even as the world is being destroyed.
  • Unskilled, but Strong: He has no real combat abilities (he telegraphs every attack by at least half a second, and his attacks are: Smash you, shoot cosmic rays, or fire more cosmic rays). But he makes up for this by every attack doing massive amounts of damage, even blocked, and being hard to or even impossible to dodge. This gets lampshaded in his character bio, in which all of his stats are at Max Level, except for fighting ability.
  • Villain Protagonist: Galactus Mode lets the player control Galactus in his mission to destroy the two Earths.