Given the amount of characters and references in this series as its main appeal, this is the place for all the Captain Ersatz, Continuity Nods, Expies, Mythology Gags, "No Celebrities Were Harmed" and Shout-Outs.
- Anita, the Creepy Child who follows Donovan from Darkstalkers, appears as a Secret Character in the Japanese version of the PlayStation port. Fittingly enough, most of her moves are references to Donovan's fighting style, and she even uses his sword Dhylec. Some of her moves also include cameo appearances by Akuma and Mei-Ling, Hsien-Ko's sister from Darkstalkers' Revenge.
- In one stage (Death Valley), you can spot Blanka in the background. But when you play as Charlie on that stage, Blanka is replaced by Beast. Considering that the game was released before Street Fighter Alpha 3, there are only two explicit reasons for why Blanka would be absent whenever Charlie is present.
- One of Wolverine's win quotes is his Catchphrase:"I'm the best there is at what I do."
- One of Ryu's win quotes references Street Fighter II's subtitle:"You need to learn the way of the World Warrior."
"You must defeat my Aerial Rave to stand a chance."
- Another win quote of his references the infamous Sheng Long rumor from EGM (and by proxy, his actual win quote from II).
- In both this game and MSHvSF, pairing up Ryu and Ken together allows them to perform a Double Shinku Hadoken. This is a likely homage to the finale of Street Fighter II: The Animated Movie, where the two combined their Hadokens as a Finishing Move to defeat Bison. (In The Animated Movie, specials were used sparingly to up the dramatic tension of the fights, up-scaling their power to that of last-ditch effort attacks/finishers, which in turn hearkens back to how powerful Ryu's Hadoken, Shoryuken, and Tatsumaki Senpukyaku were in the original game.)
- In Dan's ending, he is threatening to kill a defeated Akuma when a brunette-ponytailed girl shows up and tells him to stop, revealing that Akuma is their... cut to "END." This references the ending of Art of Fighting, in which Yuri shows up to tell Ryo or Robert that Mr. Karate is really Takuma Sakazaki, their master and Ryo and Yuri's father. Dan was originally designed as a parody of that game's main characters. For bonus points, years later, Dan's sister's name would eventually revealed to be Yuriko, pushing the Art of Fighting parody even further.
- His Premium Sign attack (which gives a super flash if the last opponent is knocked out using it) can be seen as a reference to Johnny Cage's Friendship.
- One of Hulk's win quotes is a nod to the iconic Catchphrase from his old TV show:
- And in his ending, he appeared talking with Blanka, who said to him he's looking for his mother (a nod to Blanka's SFII ending).
- Omega Red's ending features a reference to Dio Brando's infamous "Do you remember how many breads have you eaten in your life?" line from Phantom Blood after killing Ryu. Coincidentally, Capcom would go on to develop a video game adaptation of JJBA the following year (albeit one based on Part 3).Ken: "How many lives have you ended?"Omega Red: "Do you count the number of breaths you've taken?"
- U.S. Agent is a palette-swap of Captain America. His win quotes, however, are completely different from Captain America's feel good quotes, and are aggressive, bragging quotes typical of US Agent from the comics.
- There are several character cameos seen in the background of the stages:
- Mall Mayhem: This stage has several cameos. First, there's Cody and Jessica from Final Fight watching the battle from the background, with the former beckoning the fighters to fight him. There's also a guy in a Mega Man mascot costume, as well as a banner about his (at the time) 10th anniversary in the upper right part of the stage. Below that, there are 2 banners featuring Spider-Man 2099 and Deadpool. Several pennant flags span across the stage, featuring characters such as Arthur from the Ghosts 'n Goblins series, Ghost Rider, and Venom. Lastly, there is a banner for Captain Commando in the center of the stage and above that (to the left), Birdie from Street Fighter can be seen.
- Dead or Live: The Show: When Spider-Man (normal or armored) isn't one of the characters taking part in the battle, you'll see a guy at the far right of the stage taking pictures of the mayhem. That's Peter Parker. If you get close to him, his Spider-Sense will go off and he'll take a battle pose. Now, if Spider-Man does take part in the battle, J. Jonah Jameson AKA J.J. and Robbie Robertson will be in the background. Robbie is seen holding J.J. back as the latter is ranting, most likely complaining about how that "menace" Spider-Man is causing all this commotion.
- Death Valley: Beast and Blanka can be seen roasting pieces of meat over a campfire. Blanka will not appear if Shadow Charlie is in the stage. (See the X-Men vs. Street Fighter example above).
- Code Red: There are no character cameos, but the battle takes place on top of the X-Men's Blackbird.
- Showdown in the Park: Charlie, Gambit, Rogue, and Rose (the first three being playable characters in XvSF) can be seen in the background.
- Dhalsim's alternate palette is a reference to Necro.
- Norimaro cosplays as Mega Man in his Ultra Variety Private Memories Hyper Combo.
- Captain Commando and Strider Hiryu's endings are almost straight copies of the endings from their respective games.
- The pose struck by the Commando Team after the Captain Storm Hyper is identical to the main illustration used for the Captain Commando arcade game's promotional brochure.
- One of Commando's win quotes mentions Vulgus, Capcom's first game (he even states as much).
- All of Commando's Special Moves are inspired by his Specials from his game, even sharing the same name with one exception (Captain Cannon was renamed Captain Fire).
- One of Hiryu's win poses has him suddenly flying upwards and standing on the top of the stage, a reference to the altered-gravity rooms found on the first Strider.
- Upon being knocked out, Hiryu will explode and dissipate in the same way he does in the first Strider after losing all life, sound effect included!
- Mega Man's ending too. It's a throwback to the "Weapon Get" cutscene whenever you defeat a Robot Master. In this case, it's the music from Mega Man 3. Mega Man adopting Onslaught's color scheme, and the caption "You Got — Magnetic Shockwave" while Mega Man performs the aforementioned move (which originated as one of one of Magneto's Supers in X-Men: Children of the Atom). In the otherwise restricted (tag matches only being available when both teams have the same characters) PlayStation version of the game, beating the game as him actually unlocks a version of Mega Man who can actually use the attack as a Hyper Move.
- Mega Man and Roll's respective "Hyper (character)" moves have them turning into Mazinger Z and Aphrodite A.
- Mega Man's Rush Drill is likely a reference to a Rush form considered for Mega Man 3, but eventually replaced by Rush Marine.
- Much like Hiryu, Mega Man and Roll reference their death animations in their respective series.
- Morrigan's ending has her and Ryu playing Super Puzzle Fighter II Turbonote .
- Hulk's ending with Captain America's Heroic Sacrifice is a nod to the end of the Onslaught saga in the comics.
- When Onslaught morphs into his final form, he says "And now... Behold my mighty hand!" a direct quote from the original Onslaught saga in the comics.
- Hitting Arthur when he's summoned makes his armor fall off, and he stumbles off-screen in his underwear, just like in his source series.
- The alt. color of Unknown Soldier 1P (red outfit with dark skin) is a reference to the Player 2 character in his original game.
- The palette-swap secret versions of Marvel characters are references to other Marvel characters, whose names were off-limits to this game. Orange Hulk is a reference to The Thing, Red Venom, with his speed and long combos, is this game's version of Carnage, while Gold War Machine is a take on Iron Man's Golden Avenger costume.
- Even the palette-swaps of the regular versions have a few surprises. Hulk's alternate color is grey, a reference to the Grey Hulk character. War Machine's alternate colors are shades of light blue, a reference to Iron Man's arctic armor.
- In the ending cutscene, after you defeat Abyss, you can see Cyclops and Ryu shaking hands. This can be seen as a Call-Back to the title screen of X-Men vs. Street Fighter, where both of them are shaking hands behind the game's logo.
- Hayato's Plasma auto-combos are taken unaltered from the first Star Gladiator, adapted into this game's control scheme (Vertical is LP, Horizontal is HP and Kick is either LK or HK).
- Three characters make cameo appearances in his win poses (June, Saturn, and Ele), all in poses seen in Star Gladiator and Plasma Sword artwork.
- Black Hayato appears for a second at the end of his hidden Level 3 Hyper Combo.
- Servbot starts releasing smoke when low on health, which similarly happens in Legends after they are attacked enough.
- Upon defeat, Servbot blows up and leaves behind Refractor Shards, the game's Global Currency.
- Jill gets to use several weapons from her source game, including her combat knife, handgun, grenade launcher, and even the endgame rocket launcher. The rocket launcher itself can be used as a follow-up to her CODE: T-002 Hyper Combo, referencing how the Tyrant met its end in RE1. (Fittingly, the Hyper is named "End of Tyrant".)
- Several of the game's iconic items are also seen during her intro or win poses, including the ink ribbon, small key, and broken radio.
- One of her Assists references the game's Healing Potion, the Herbs. It even brings up the ECG display used in the Resident Evil series to indicate the player's health status.
- Ruby Heart's Schwarzaile and its Hyper variant, Flammeile, are borrowed from Jon Talbain's Beast Cannon. Both characters fling themselves at the foe while coated in energy (fire in Ruby's case) and can change their trajectory mid-attack a limited number of times while doing so. Coincidentally, Word of God states Ruby Heart began life as a rejected concept character for the Darkstalkers series.
- Several objects and techniques used by SonSon are references to her grandfather's origin game, SonSon. The "POW" Hyper is modeled after an item that turned enemies on-screen into fruit (and in this game, it turns the enemy into one of 3 possible fruits seen in the game). She also gives off a peach as an Assist, which is another item in the original game.
- Like her grandfather, SonSon is based on Journey to the West's Sun Wukong/Son Goku (although she is more closely linked to the original tale than her grandfather was in his game, as seen by her specials and Hypers).
- She also turns into a giant ape with laser breath during her En'ou Hyper Combo, possibly referencing the most famous fictional treatment of Son Goku from Dragon Ball.
- The announcer has pre-battle speeches such as "Live and let die... FIGHT!!!" and "Go for broke... FIGHT!!!"
- Some of the little messages you can get for getting a combo are GREAT, COOL, DUDE, SWEET, STYLISH, FANTASTIC, MIGHTY, INCREDIBLE, AMAZING, UNCANNY, VIEWTIFUL, GALACTIC, and (whew!) UNSTOPPABLE. note
- One of the Achievements references the show Charles in Charge.
- Many others are also shout outs or mythology gags; The "Ultimate Nullifier", after a famous weapon from Marvel comics, "Excelsior!" is Stan Lee's Catchphrase, "School for the Gifted" refers to the Xavier Academy, "Whose Side Are You On?" is the tagline to Civil War...
- A few are comic industry in-jokes, such as "Waiting for the Trades" (the practice of waiting for a series to be collected to purchase it) and, conversely, "I Buy the Issues" (pretty much the reverse of the previous example).
- Quite a few achievements you get for pairing up certain characters with people from their same continuity and KO-ing them, regardless of whether you're the one KO'd. "Whose Side Are You On," as the reference to Civil War, is achieved when you KO Iron Man as Captain America (or vice-versa), and another has you "determine the fate of the Satsui no Hadou" — by pitting up Ryu against Akuma.
- The Ultimate in UMvC3 is a reference to Marvel's Ultimate Marvel line.
- Also, one can notice that in Ultimate MvC3's character select screen, posters of the first two MvC games can be seen in the background as well as as a poster of the original MvC3.
- There's a Days of Future Past stage with a Wanted poster with MvC2 characters, referencing the iconic cover of Uncanny X-Men #141.◊
- In Ultimate's Heroes and Heralds mode, the cards have several Marvel/Capcom characters either playable in-game or the ones who haven't been in a crossover before. Sasquatch has been spotted on cards so far, as well as Daken, Anti-Venom, Red Skull, The Wasp, Abomination, Mega Man X, and Godot. A full list of cards can be seen here.
- On the Bonne Wonderland stage, during the first team's introduction poses, a bar or so of "God Rest Ye Merry Gentlemen" can be heard in the background.
- One of the Titles that can be used for online player cards is 'Dare to be Stupid'.
- Akuma's alternate color schemes are based on the recurrent "Blonde" Shin Akuma alt., Oni and a mixture of purple hair/red gi similar to other schemes he's used. Ultimate schemes include his Street Fighter III look (with graying hair), and his pre-order DLC costume is Cyber-Akuma.
"Apocalypse once deemed you worthy of being his Horseman of Death? I really must beg to differ."
- His win quote against Wolverine is a reference to his role in the X-Men storyline "The Twelve," and consequentially his being the True Final Boss of Marvel Super Heroes vs. Street Fighter:
"I suppose we proved who the real master of the fist is."
- His character theme is a remix of his theme from Super Street Fighter II Turbo.
- The way he performs his victory pose resembles his hidden Super Art] Kongou Kokuretsu Zan,◊ as seen in Street Fighter III: 3rd Strike.
- Before the battle begins, he and Ryu refer to the Satsui no Hadou, the demonic surge of energy from the Street Fighter series that boosts the power of its user, but makes him/her a Blood Knight.
- Iron Fist's victory quote against him refers to Akuma's self-dubbed title from Street Fighter:
- Amaterasu's alternate color schemes are based on three of Princess Fuse's Canine Warriors (Chu [Hayabusa], Gi, and Jin). For Ultimate, she gets a color scheme based off an statue of herself found in Kamiki Village (which can be used as a skin in Okami, too). Her DLC costume is based on Jon Talbain.
Thor: "Thou art a courageous goddess. The inhabitants of Nippon are blessed to have you as their guardian!"
- Beating Akuma with Amaterasu has Issun noticing how much Akuma's Shun Goku Satsu resembles Mrs. Orange baking cherry cakes.
- One of Ammy's win-quotes in Ultimate has Issun state, "So, Ammy...I hear you've got a little pup now, already running off on his own adventures. They grow up so fast!"
- Her character theme is a remix of "The Sun Rises," the Final Boss theme while fighting Yami in Ōkami.
- Her playstyle utilizes a Stance System, where she is able to switch between each of the 3 classes of Divine Instruments (reflectors, rosaries, and glaives) from Ōkami. For normal attacks, she'll use Divine Retribution, Devout Beads, and Tsumugari, which are the weakest Instruments. As for her special moves and Level 3 Hyper Combo, she'll use Solar Flare, Tundra Beads, and Thunder Edge, which are the strongest Instruments.
- She can use a couple of Celestial Brush Techniques, as well. Unlike Ōkami, time doesn't stand still as she uses the screen as an interface to create the brush strokes. Since this is a fighting game, she'll use the Brush Techniques spontaneously in real time.
- She has a special move called Power Slash, a piece of paper (with a straight line stroke on it) she conjures out of thin air. If an opponent touches it, they'll get slashed. In Ōkami, the "Power Slash" was created by drawing a straight line across an enemy, slashing them instantly.
- The Okami Shuffle Hyper Combo consists of the "Fireburst," "Icestorm," and "Thunderbolt" secret Brush Techniques.
- The "Veil of Mist" Technique is a Hyper Combo that has the same effect in both MvC3 and Ōkami, which is slowing down time.
- Her air dash is based off of the "Vine" Technique. Unlike MvC3, flowers called "Konohana Blossoms" needed to be present in order for Amaterasu to swing from them.
- Her aerial exchange attack (in all 3 directions) is the explosion of her "Cherry Bomb" Technique.
- For her standard grab, she attacks her opponents twice, then blows them away with her "Galestorm" Technique.
- Her "Head Charge" special move is based off of her midair tackle in Okami.
- Whenever she walks, dashes, or lands on the ground after being in the air, patches of grass can be seen sprouting, then disappearing near her feet. The same effect can be seen in Ōkami.
- In a win quote after defeating her, Thor refers to Nippon, the setting of Okami:
- Arthur's alternate color schemes are based off the Warrior's Armor in Ultimate Ghost 'N Goblins, the Gold/Magic Armor from Ghosts 'N Ghouls and Super Ghosts 'N Goblins, and the Bronze Armor from Super. For Ultimate, he gets two original color schemes. His DLC costume is an armorless "Zombie Arthur" which also changes his Armor Hyper into the Cursed Armor from Ultimate Ghosts 'N Goblins and his "armorless" state into a boxer-wearing skeleton, a form Arthur can assume if hit by transformation magic in Ultimate Ghosts 'N Goblins, as well as a nod to Arthur's death animation in his series.
"That was an easy battle! I didn't even have to beat you twice!"
- His character theme is a remix of the iconic Stage 1 Theme from the first Ghosts 'N Goblins.
- Arthur's moveset employs several of the weapons he can pick up in his many game appearances: his signature lance, dagger, axe (all games), scythe (Super Ghosts 'N Goblins), the sword (Ghosts 'N Ghouls), scatter crossbow, fire bottle and shield (Ultimate Ghosts 'N Goblins).
- His Hyper Combos include the Goddess Bracelet from Super Ghosts 'N Goblins and the Emperor's Armor from Ultimate Ghosts 'N Goblins. His third Hyper Combo is the Fire Dragon created by the Dagger Magic in Super.
- His battle intro shows him (in his boxers) running up to a suit of armor, then proceeds to suit up instantly. The same thing happens in his series whenever he's running around in his boxers and touches a suit of armor.
- His victory pose features him grabbing a descending key, which happens after he defeats bosses in his series.
- One of his win quotes refers to how you'd have to play through the games of his series twice in order to beat them:
Deadpool: "And THAT'S for lulling me into great side-scrolling adventures that were never possible to beat!"
- In a win quote, Deadpool refers to how difficult the games in his series can be:
Arthur (pre-battle): "Please! Wait for me, my princess!"Arthur (win quote, vs. Morrigan): "You truly are a temptress of the dark! Begone, for I have a princess to save!"Phoenix (win quote, vs. Arthur): "Instead of fighting me, you should go and rescue your princess. It's not polite to keep a lady waiting."
- He mentions Guinevere (though not by name), the Princess of his series that he has rescued several times. He is currently rescuing her in this game, mentioning her twice. Even Phoenix speaks about the Princess in a win quote after defeating Arthur:
- Captain America has the costume of his Soviet counterpart The Red Guardian, The Punisher's Captain America outfit, and his alternate green color from previous Marvel vs. Capcom games as his alternate color schemes. For Ultimate, he loses the Red Guardian and MvC schemes and gets color schemes based off his Age of X gear, his appearance in the Hitler-punching cover of Captain America Comics #1 (complete with his original shield), Bucky Cap, and the Space Suit from Earth's Mightiest Heroes. The Punisher Cap returns with a U.S. Agent-styled shield, as well. His DLC costume is his Secret Avengers outfit.
"Your name's Zero? Hope you don't fight like one."
- In his intro against Strider Hiryu, he claims to be reminded of Batroc the Leaper, one of his most frequently recurring enemies.
- His intro against Frank refers to the infamous "I've covered wars, you know" line from Dead Rising
- Upon defeating Iron Man, he states, "And that was for Civil War."
- Before battling him, he hopes that Zero is able to put up a fight, despite his name. The quote is a reference to binary code:
- It's also a reference to the Mitsubishi A6M Zero fighter during World War II, a war Cap fought in before he was frozen. Initially, it was a threat when it was introduced, but it didn't fare well later on.
- In full view, his pose on the Victory screen◊ in UMvC3 is a nod to his pose seen on the cover of Avengers Vol. 1 #4.◊
- Chris Redfield has alternate color schemes based on his safari/"zebra" suit in Resident Evil 5, the series' blue RPD outfit as used by Leon and Jill, and Cody from Final Fight. For Ultimate, he gets color schemes based off his RE5 black suit seen in ads and Chuck Greene. His DLC costume is his appearance in the first game.
- His Combination Punch special is taken directly from a QTE he can initiate during the first two battles with Wesker in RE5. Contrary to popular belief, it is not the infamous Boulder Punch.
- Not only that but the pistol he uses is Leon S. Kennedy's Silver Ghost from Resident Evil 4.
- He also uses a sizable portion the weaponry found in 5, including his Mercworx Goliath combat knife, the Stun Rod, the Smith & Wesson Model 29 Magnum, the Ithaca M37 Shotgun, the korpion vz. 61 Submachine Gun, Incendiary Grenades, Proximity Bombs, the Flamethrower, the RPG-7 Rocket Launcher, the Milkor MGL Mk.1 Grenade Launcher, and the Laser Targeting Device.
- Before battling Chris, Super-Skrull tells him that he should stick to fighting zombies, which are common enemies seen throughout several entries in the Resident Evil series.
- His character theme is a remix of "Majini V" from Resident Evil 5. note
- His Combination Punch special is taken directly from a QTE he can initiate during the first two battles with Wesker in RE5. Contrary to popular belief, it is not the infamous Boulder Punch.
- Chun-Li has alternate color schemes based on alternate colors from each of the main Street Fighter subseries: the original 2P Red, Start+HK Black (with the developer's blog showing Color 10), and Start+MK White. For Ultimate, she gets colors based off her Pocket Fighter pink alt. (which originated in Super Turbo as her Start palette) and Shadow Lady. Her Ultimate pre-order DLC costume is her tracksuit.
"I don't care who you work for; don't get in Interpol's way!"
- Her pre-fight quote against C. Viper references their rivalry in Street Fighter IV.
"If only Bison were so easily beaten."
- Her character theme is a remix of the "China Stage" theme from Street Fighter II: The World Warrior.
- In one of her win quotes, she references the Big Bad of her home series:
- Capcom themselves stated that C. Viper can be considered an expy of Captain Commando, especially, since it's commonly speculated that her abilities were inspired by Captain Commando in the first place.
"It's an Interpol agent. Don't worry, I'll take care of her."
- Her alternate color schemes are based on fellow Street Fighter IV newcomers Rufus, El Fuerte, and Abel, even though Word of God stresses it wasn't intentional. For Ultimate, she gets a Claire Redfield scheme. Her DLC costume (from the Villain Costume DLC Pack) is a new outfit they created for this game, which makes her look like a superhero.
- Her pre-fight quote against Chun-Li references their rivalship in Street Fighter IV.
"Sorry, mommy's at work. I'll call you back." (pre-battle)"Thanks for stretching that fight out. Now Lauren's going to be worried about me." (win quote)
- Her character theme is a remix of her theme from Street Fighter IV.
- Her playstyle makes use of mechanics seen in SFIV, such as the Focus Attack and EX Moves. The latter uses up meter from the Hyper Combo Gauge, which was also true for the Super Gauge in SFIV.
- She can air dash in MvC3 using jet-propelled shoes, something she couldn't do during gameplay in SFIV (except for high jumping). However, she uses them in the OVA Street Fighter IV: The Ties That Bind.
- Her Optic Laser is based off of Cyclops' Optic Blast. note
- She refers to her daughter Lauren twice, once before battle and in a win quote:
- Her win animation is highly similar to her win animation from SFIV as well.
- Dante has, according to Word of God, no references for his original color schemes, though it was assumed they were based on his Diesel clothing from Devil May Cry 2, either Gene or Trish, and Ryu from Breath of Fire III. In Ultimate, he gets a Vergil alt. and an orange alt. based off Taskmaster's Frightful Four color (see below). His DLC costume changes him to his father, Sparda, complete with Sparda's demon form as his Devil Trigger.
"It's okay, Joe. We cool."
- His character theme is a remix of "Devils Never Cry" from Devil May Cry 3: Dante's Awakening.
- One of his intro quotes is, "Let's rock, baby!", which is something of Dante's trademark Pre-Asskicking One-Liner. He also caps off his Million Dollars Hyper with, "Jackpot!" This is Dante's personal Catchphrase, used as a Pre-Mortem One-Liner before finishing off the Big Bads of the first and third games. The animation of the attack itself is derived from the Twosome Time technique (originally from Devil May Cry 2 and then reused as an Ebony & Ivory style move in Gunslinger style in 3 and 4).
- At the end of his Million Dollars Hyper, Dante fires two bullets made out of pure demonic energy, alluding to a) his finisher on Mundus in the first game and b) his Combination Attack with Vergil in the third to defeat Arkham, both which involved attacks of similar caliber being fired from Ebony & Ivory. This could also double as a nod to Dante's ability to charge up his own bullets with his demonic energy.
- His Level 3 is named Devils Must Die, a probable nod to the notoriously difficult "Dante Must Die" mode in the DMC games.
- His intro quote against every female character (minus Morrigan and Amaterasu) is "How come I never meet any nice girls?" This most likely references Dante's second meeting with Lady in DMC3, where he tries to woo her and ends up receiving a bullet to the head (Dante ends up lampshading this with the line "I'm beginning to think I've got rotten luck with women").
- In his opening quote against Joe, the two of them express familiarity; Dante was a playable character in the PS2 version of Viewtiful Joe as well as Joe's own fighting game, Red Hot Rumble.
"You've gotta be Mundus' cousin or nephew or something, no? Great aunt on Satan's side, maybe?"
- His entire moveset revolves around his weapons and abilities from Devil May Cry 3.
- He has all of his Devil Arms, which are Rebellion, Cerberus, Agni & Rudra, Nevan, and Beowulf. He can use a couple of their Swordmaster Style attacks, as well.
- He has 4 out of 5 of his firearms, which are Ebony & Ivory, Coyote-A (AKA the Shotgun), Artemis, and Kalina Ann (the only firearm that's missing is the Spiral rifle). He has access to some of their Gunslinger Style attacks, as well.
- He can use 2 Trickster Style moves, which are the Sky Star and Air Trick. The former is his air dash, while the latter is a teleportation special move.
- His blocking stance is based off of his Royalguard Style blocking pose. However, it has no Energy Absorption abilities, as seen in DMC3.
- He can use the Air Hike, which gives him the ability to double jump. In DMC3, Air Hike can only be used when Dante equipped Rebellion, Agni & Rudra, and Beowulf. Coincidentally, he'll always have Rebellion on his back whenever he double jumps in MvC3.
- In Ultimate, Dante can Air Hike twice (i.e. triple jump) while Devil Trigger is active. This is a nod toward DMC4, where Air Hike was a passive ability for Devil Trigger; buying the ability for Dante himself would allow him to Double Air Hike when DT'ed.
- Several characters in this game refer to Mundus, the Big Bad of the first Devil May Cry. Dante is one of them (in a win quote after defeating Dormammu)note :
- Most characters walk backwards. Deadpool MOONWALKS!
Ryu: "Huh? You stole my Shoryuken!? When did you...!?"
- During his Level 3 Hyper activation pose, he recites "Boop boop bee doop~"
- One of his (rather quotable) lines is "Have gun, will shoot!"
- Deadpool's infamous SHORYUKEN! to Shadowcat made it as one of his moves (it's his Launcher Move).
- Ryu himself wonders how Deadpool could perform the move in a win quote after defeating him:
"And you thought Cable wasn't in this game..."
- His color schemes are his Days of Future Now outfit, his X-Force outfit and his Weapon-X outfit. Ultimate color schemes includes his "Death Wish"◊/"Identity Wars" outfit and X-Men costume. His DLC outfit is his "Cablepool" appearance.
- Speaking of his DLC costume, here's what he says as a pre-battle quote when he wears it:
- His quote after defeating Magneto references the infamous MAHVEL, BAYBEE! video:
"Go read your spell books, Doc. I'll stick to my back issues of Dazzler."
- "You see that? THAT'S how you beat Wolverine, people. AND YOU DON'T EVEN NEED OPTIC BLASTS! HAHAHAHAHAHAHAHAHAHAHAHA!"
- His taunt (consisting of Deadpool chanting, "This is my taunt!" or "Taunt button!") has a yellow speech bubble, a frequent element featured when Deadpool is conversing with himself. It also hits the other character if he/she/it is standing close enough to him.
- "Wahahaha! Magneto! Welcome to die!!"
- Wade's infamous Level 3 Hyper is called 4th Wall Crisis.
- "Hey, next time, maybe you should let Nero do your fightin', skippy!"
- His teleporter hearkens back to Cable & Deadpool, where the two were involved in several hijinks involving malfunctions that forced the two to merge upon traveling to another universe. During this, Deadpool also shouts "BAMF!" This is the sound effect that accompanies the X-Man Nightcrawler whenever he teleports (much like "SNIKT!" for Wolverine's claws).
- Every third warp will result in the device backfiring and exploding in Deadpool's face. He replies, "Curses! Foiled again," a stock phrase of Snidely Whiplash (and all similar characters).
- "That was Deadpoolicious. In case you're wondering, that's my new word for awesomeness." note
- "Chimichangas!!" (a follow-up attack to his "Katana-Rama!" attack) is named after a Southwestern-American dish that Deadpool loves to say, as seen in Cable & Deadpool #13. Strangely enough, he doesn't even like eating them.
- During his victory pose after defeating Doctor Strange, he refers to Dazzler:
- In a win quote after defeating Spider-Man, he tells him about how Wesker seemingly ripped off Spidey's "Maximum Spider" Hyper Combo with his "Phantom Dance." He also states that Spider-Man had the move since Marvel Super Heroes.
- In one of his win quotes, he refers to Capcom's first video game by saying that he'll continue petitioning Capcom for a sequel... Vulgus 2.
- Doctor Doom has two alternate colors based on his Marvel 2099 version and one based on his Old Man Logan appearance. For Ultimate, he loses his white/blue 2099 scheme and gets color schemes based on his look in Future Foundation, Identity Wars and Dark Reign: The Cabal. His Ultimate pre-order DLC costume is his Doomwar appearance.
- After beating M.O.D.O.K., he regrets ever allying with him as part of the Intelligencia.
- Doctor Strange's line after defeating a female character:"I've heard the Doctor Strangelove jokes. I'm not amused."note
Firebrand: "Ghaa gi gi gha gu. (Book of Darkhold? I'll be taking that back...)"
- His alternative schemes are his retro blue costume, his look from War of the Gems, his Doctor Strange: The Sorcerer Supreme animated film colors and Doctor Strange 1602 look. His DLC costume is his blue costume (the Necromancer) from 1969.
- Mystic Sword (an energy blade which can be summoned/dispersed at will) is another nod to the Doctor Strange: The Sorcerer Supreme animated film.
- If called in as the third person in a team Hyper Combo string, he shouts "Defenders forever!" He also has special dialogue with the Hulk that makes reference to their shared history in The Defenders and the events of Planet Hulk.
- His exchange with Morrigan remarking on how she reminds him of Morgan Le Fay (she of Arthurian legend) is likely a two-fold example. Aside of several shared elements between both women regarding backstory, personality, and abilities note , the Darkstalkers cartoon had Morrigan descended from Morgan Le Fay herself.
- Firebrand refers to a certain Tome of Eldritch Lore in a win quote after he defeats Strange:
- Dormammu's moveset is a bit similar to Blackheart.
Ghost Rider: (victory pose) "And now, I think it's time I visited that twin sister of yours..."Ghost Rider: (win quote) "Now that I've taken care of you, I shall turn my attention to your unholy lackey — the Hood is next."
- His schemes are based on different colorations from past comic appearances. For Ultimate, he gets different color schemes based off the New Exiles Black Baron Dormammu, and Nextwave's Dread Rorkannu. His DLC costume is his classic appearance.
- His pose on the Victory screen◊ is based off of his pose seen on the cover of Defenders Vol. 3 #3.◊ Since the original MvC3, his victory pose shows him holding a globe of the Earth (before crushing it).
- During his victory pose and in a win quote after defeating him, Ghost Rider refers to his sister Umar the Unrelenting and an "unholy lackey" of his:
- Felicia has alternate color schemes based on her Night Warriors MP (blonde hair) and LP+MK (black fur, crimson hair) colors, and her Vampire Savior SK (red fur, but with her white hair swapped black) color. For Ultimate, she gets her Vampire Savior MP (dark skin, pink hair) color. Her DLC costume is based on Yellow Iris from the game Battle Circuit.
- Her ending sees her start up a musical act based on her adventures in defeating Galactus with Dazzler. What's the name of the musical? Cat Scratch Savior. As in "Vampire Savior." This also serves as a Call-Back to her original goal to become a superstar singer in the first Darkstalkers.
- Her character theme is a remix of the "America Stage" theme from Darkstalkers: The Night Warriors (the first game of its series).
- Her UMvC3 artwork◊ is based off of the one seen in her artwork from the first Darkstalkers. Take a look◊.
- Some of Firebrand's alts reference Capcom's logo, Blackheart, and his green color scheme references the cover of Gargoyle's quest and the Green Goblin. His DLC costume is the Red Arremer King from Ghouls 'N Ghosts.
"Ki ki ki kiah! (I am the Red Blaze of the Red Arremers!)"
- His character theme is a remix of the intro screen music from the first Gargoyle's Quest.
- One of his winquotes references Gargoyle's Quest:
"Ghaa gha ghaa gi gya. (This time it's you that'll turn into a pile of bones!)"
- Similarly, after a win Doctor Strange comments: "This gargoyle's quest has failed."
- His battle intro is a reference to how a Red Arremer King was found sitting on top of skulls in the 2nd level of Ghouls 'N Ghosts.
- Firebrand's Dark Fire Hyper and wall cling are both abilities he has in the Gargoyle's Quest series. The heavy version of Demon Missile is a reference to the Red Arremer's signature swooping attack in all the Ghost 'N Goblins games.
- His Luminous Body Hyper references a rather obscure ability of the Red Arremers in the first Ghosts 'N Goblins: If the player takes too long to defeat an Arremer, his skin turns grey/white◊ and he becomes faster and more aggressive.
- In a win quote after defeating Arthur, he refers to the death animation they both share from their series (in Firebrand's case, it only happens in Demon's Crest):
- Frank West can take photographs in order to level up, much like in his home series. He can also use some of the combo weapons from Dead Rising 2, including the Paddlesaw. During his victory animation, he stops to check his watch and hurries off to a new scoop - a reference to Dead Rising's strict time limit.
"What do you mean I don't belong here? I've covered wars, y'know."
- His character theme is a remix of Adam MacIntyre's theme from the original Dead Rising. He also pulls out the modified shopping cart used by Stephen (albeit modified with the paddlesaw). His appearance is his younger Dead Rising self, compared to his glasses-wearing, overweight version used in Dead Rising 2: Off The Record.
- Frank's color alts include one based on Chuck Greene and one of his alternates from Tatsunoko vs. Capcom. His DLC costume is the Mega Man X armor from Dead Rising.
- The "Level Up" graphic that appears over his head when he levels up in Dead Rising also appears in UMvC3 for the same purpose. There's also a small indicator of his current level next to his portrait on the HUD. This was also used for the HUD in Dead Rising.
- Although the characters they're based on are from the Mega Man Legends series, the Servbot Masks that are seen in Frank's "Blue Light Special" and "Funny Face Crusher" Hyper Combos were also featured in Dead Rising.
- The former Hyper Combo is named after a sales gimmick used by Kmart from time to time.
- His special move "Bottoms Up!" has him drinking a bottle of alcohol. Soon after, he'll lean over and vomit. The same thing happens in his series, but only after he drinks several servings of alcohol, not just one bottle.
- Several of his Skills from Dead Rising are a part of his moveset. Some examples include the Jump Kick (his jumping Heavy attack), Judo Throw (his standard grab), and Face Crusher (seen at the end of the "Funny Face Crusher" Hyper Combo).
- Well, he wouldn't be Frank West if he didn't say his infamous Catchphrase. He'll sometimes say this as a win quote:
Cap (pre-battle): "I hear you've covered wars. Pity you've never actually fought in one."Zero (victory pose): "You may have covered wars, but you're still a civilian!"
- Both Captain America and Zero downplay his combat experience through covering wars:
- Galactus employs four of the game's villains — Akuma, Doom, Dormammu, and Wesker — as his Heralds, infused with the Power Cosmic, in the single-player game's final fight; you have to fight two of them (selected at random) before you take on the bigger threat — with no break between the fights.
"Much like the Fantastic Four, you are nothing to me."
- Before fighting any Avenger (except for Thor), he refers to a superhero team he has fought several times:
- Ghost Rider's alternative schemes are Ultimate Vengeance, Noble Kale, Danny Ketch, Phantom Rider, and his Fantastic Four costume from Mini Marvels. His DLC alt is Ghost Rider 2099.
"If you can't handle Loki, I will."
- Richard Grieco was chosen to voice Ghost Rider, because he previously voiced him in Fantastic Four (1994) and The Incredible Hulk (1996). Fifteen years later, this is the only legacy carry over reprise in the game.
- During his victory pose after defeating Thor, he'll refer to Thor's Arch-Enemy:
- Haggar's moveset is a mixed case with Zangief. While Zangief (in the Street Fighter-verse) copied Haggar's grappling move and Double Lariat (As Spinning Clothesline to him), Haggar adopted some of Zangief's moves in this game, while adding up a few of his own such as the pipe and his special moves (the Violent Axe and the Angry Hammer) from Slam Masters.
She-Hulk (pre-battle): "Consider yourself impeached."Nova (victory pose): "And now you're just the mayor of Loserville."
- His character theme is an amalgam remix of both Guy and Cody's themes from Street Fighter IV, which themselves were remixes of "Metro City Slums", the first stage music in Final Fight.
- As far as Guy is concerned, that is correct. "Metro City Slums" has always been used as his theme in the Street Fighter series. As for Cody, his SSFIV theme is actually a remix of "Mad Gear Gang," the intro theme of the original Final Fight. The SSFIV arrangement of this theme has someone saying the line "Turn the beat back!" This line was added to Haggar's MvC3 theme. Either way, Haggar's theme can be seen as a reference to his 2 aforementioned allies from Final Fight.
- His DLC costume is his attire from Final Fight 3.
- The "Final Haggar Buster" (his Level 3 Hyper Combo) is a reference to Zangief's Final Atomic Buster move. The two have cribbed off of each other's moves in-universe (Haggar's Double Lariat and Zangief's Spinning Piledriver, respectively).
- As the mayor of Metro City, several references are made about his political status before battle and during victory poses. Here are 2 examples:
Felicia: "It's been a long time, hasn't it? I hope you and Jessica can make my next show in Metro City!"
- After being defeated by Felicia in battle, her win quote makes a reference to his daughter Jessica (the Damsel in Distress of the original Final Fight):
"Whoa, you got the poise, power and mic skills to make it big! Let me call my buddies at the CWA for ya!"
- His win quote after defeating Thor makes a reference to the CWA (Capcom Wrestling Association), the professional wrestling promotion seen in the Slam Masters games:
- His character theme is an amalgam remix of both Guy and Cody's themes from Street Fighter IV, which themselves were remixes of "Metro City Slums", the first stage music in Final Fight.
- Hawkeye's alternative schemes are his Tales of Suspense attire, Evil Hawkeye from War of the Gems, Heroes Reborn attire, Ultimate Hawkeye, and the space suit seen in Earth's Mightiest Heroes. His DLC costume is his Ronin costume from New Avengers.
"Kate Bishop's a good Hawkeye, but there's no substitute for the original."
- One of his intros has references to the The Defenders and Thunderbolts, two teams he served on in the past.
- His Level 3 Hyper, in which Ant-Man rides one of his arrows before turning into Giant-Man, was inspired by a classic Avengers cover.◊
- Hawkeye mentions "Cap's Kooky Quartet," the nickname for the Avengers after their first big roster shake-up, in his special intro against Captain America.
- He also mocks Iron Man over Force Works, a team he headed in the mid-90s.
- One of his victory quotes references his ward (whatever he thinks that word means) with the same attitude they both use with each other.
"Black Widow, you ain't.""Take it up with Fury if S.H.I.E.L.D. rejected your application, not me."
- His victory pose quote against C. Viper compares her unfavorably to Black Widow.
- One of the items Hsien-Ko throws using her Anki-Hou special move is the Yashichi, an item that appeared in many early Capcom arcade games.
- She has alternative color schemes based off her Night Warriors LP+MK (black with red trim) color, her Vampire Savior MP (blue with yellow trim) color and one referencing the "hopping zombie" from 1985 Hong Kong comedy horror film Mr. Vampire. For Ultimate, she gets an original scheme and her Vampire Savior SK (green with orange trim) color. Her DLC costume is her sister Mei-Ling's human form.
- In her Ultimate intro, she may drop either a Steel Samurai or Rathalos figure.
- The fu on her hat is actually her twin sister Mei-Ling. When Hsien-Ko activates her Daibakusou Rimoukon Hyper Combo, Mei-Ling comes off of her hat and moves around in the foreground for awhile. Unlike Vampire Savior (where she reverts back into her human form), she'll retain her fu appearance, all while gaining a cute little face. In Super-Deformed games such as Super Puzzle Fighter II Turbo and Super Gem Fighter, Mei-Ling appears this◊ way by default.◊
- One of her winquotes mentions another Darkstalker:"You're annoying, but not as annoying as Lord Raptornote . Him and his stupid guitar!"
- Another of her winquotes is lifted straight from Night Warriors, her debut game:"Have a pleasant journey through the nine courts of judgement!" note
- Hulk drops one of his iconic phrases before tangling with Haggar.
- You are strong, but Hulk strongest there is!
"You make Hulk angry. You not like Hulk angry."
- He has alternate color schemes that makes him Grey Hulk and Red Hulk, as well as a scheme that gives him teal skin (based off an alternate from Marvel vs. Capcom 2). For Ultimate, the MvC2 alt. is dropped and he gets schemes based on his Age of X look and his Captain Universe look. His DLC alt is his Planet Hulk/World War Hulk attire.
- In his intro against Wolverine, Hulk swears he'll break Wolvie's claws "this time." Wolvie counters by saying this time the fight won't end in a draw. This is a reference to the characters' long-standing rivalry (Wolverine first appearing as a Hulk antagonist, even), and one specific fight between them in Incredible Hulk #340.
- Hulk has special dialogue with Doctor Strange that makes reference to their shared history in The Defenders and the events of Planet Hulk and World War Hulk. (It's not a happy reunion.) If he wins, Hulk vows to smash the rest of the Illuminati.
- When fighting Nova, Hulk is upset at the prospect of fighting "Human Rocket" — because due to the above, he doesn't like rockets.
- He refers to a well known quote from The Incredible Hulk (1977) (with a dash of Hulk Speak) during one of his pre-battle quotes:
- Iron Fist has alternate color schemes based on his current White and Gold look, his evil doppelganger, New Exiles' Power Fist and two based on his enemy the Steel Serpent! His DLC costume is his Ultimate look.
"Lei Kung... I have shamed you!"
- On beating Doctor Strange, he comments that he didn't like to take out a fellow Avenger — a reference to their membership in the New Avengers.
- He refers to Thunderer AKA Lei Kung (his martial arts teacher) when he is KO'd:
Ryu: "So... that was K'un-Lun's power..."
- During Ryu's victory pose after defeating him, he refers to K'un-Lun, a mystical city where Iron Fist used to train and live when he was younger:
"Daughters of the Dragon called. They want their everything back."
- Before battling Chun-Li, he refers to the duo of Misty Knight and Colleen Wing:
"And to think, they call Luke Cage "Power Man"..."
- In a win quote, he refers to his friend Luke Cage:
- Iron Man has the Silver Centurion armor, the original Tin Can armor, and the (rarely-shown) Stealth Armor as his alternate color schemes. Ultimate color schemes includes Evil Iron Man from the Capcom SNES game Marvel Super Heroes: War of the Gems (which, incidentally, also looks uncannily like Iron Man Legacy Character Mainframe from Marvel Comics 2. It also has the same color scheme of his Marvel NOW! armor) and his Gold Mk-II Armor. His DLC costume is Norman Osborn's Iron Patriot suit. He has special intro dialogue while wearing it."I can still smell Norman Osborn's hairgel."
"Probably could use that Hulk-buster armor right about now."
- In previous entries of the MvC series, he wore the Modular Armor. In MvC3, he now wears the Extremis Armor.
- On the subject of suits of armor, he refers to a specific one before fighting the Hulk:
"Earth's Mightiest Heroes! ...'Nuff said."
- During his victory pose after a battle, he'll sometimes say that even with his Mark I Armor (the first battlesuit he ever made), he could've still won the fight.
- His character theme is a remix of War Machine's theme in MvC, which was originally a remix of Iron Man's own theme in Marvel Super Heroes.
- On beating Captain America, he says "It's like Civil War all over again."
- On beating Doctor Doom, he says "Don't think I forgot about what happened in Camelot." This references the infamous Doomquest mini-story, in which Doom and Iron Man were trapped in the Middle Ages. This also explains Arthur's intro for both of them; specifically, Arthur recognizes them as knights.
- He says Hawkeye was "a two-bit punk when [they] first met" in their special intro, referring to Hawkeye's first appearance... as an Iron Man villain.
- His well known ground punching pose was first seen on the cover of Iron Man Vol. 3 #76.◊ He does it during his battle intro and after he performs the Iron Avenger, his Level 3 Hyper Combo. It's also his pose on the Victory screen.◊
- His voice actor Eric Loomis voices him in the style of Robert Downey Jr., who played the starring role in the Iron Man films.
- Another reference to the films is when he activates X-Factor and says "Arc reactor full power!" The term "arc reactor" is coined from the films. It is the device in Tony Stark's chest which powers up his suit and also prevents a piece of shrapnel from piercing his heart. The device was later added to the comics.
- Iron Man still uses the Proton Cannon in MvC3. Contrary to popular belief, it didn't debut in the game Marvel Super Heroes. Debuting in Iron Man Vol. 1 #294, it was a nameless, improvised weapon that Iron Man used while battling the Technovore.
- He says a Catchphrase of one of his creators for one of his taunt quotes:
- Jill, much like Chris and Wesker, uses some of her melee attacks from 5 (namely her Sweep Kick, Double Knee Drop, Head Grab, Flip Kick, and Cartwheel), as well as her Double Kick grapple breakers. As she sports her Battle Suit look from RE5, she also uses her Scorpion submachine gun in a Hyper.
- Although she is one of the central protagonists of the RE series, her persona in MvC3 is that of a "villain", as seen in Resident Evil 5. Prior to the events of said game, Wesker implanted a P30 device on her chest that brainwashed her into following his orders. This device can still be found on her chest in MvC3.
- Her profile states that she has "masterful unlocking abilities," a nod to the oft-repeated "Master of Unlocking" line from the first Resident Evil.
- She has color schemes inspired by Saki Omokane from Quiz Nanairo Dreams, though better known as a Marvel vs. Capcom Assist and Tatsunoko vs. Capcom character, and Vanessa's Intera Fusion suit. For Ultimate, she gets a second P.N.03 color scheme based off Vanessa's main costume. Her DLC alt is her appearance in Resident Evil 3, as this image◊ shows.
- Her character theme is a remix of "Sad But True," her boss theme in Resident Evil 5.
- In a win quote after defeating Nemesis, she'll tell him to stop following her. This is a reference to Resident Evil 3, where he chased her relentlessly throughout the game:
- Magneto has the MvC2 color palette for MAG-FUCKIN'-NETO that was seen in the MAHVEL, BAYBEE! video, a variant of his Ultimate appearance, and a variant of his Mutant X appearance (which is a massive Call-Back into comic history—Marvel hasn't so much as shown the Mutant X universe in nearly a decade). Ultimate color schemes includes his all-white Age of X and Eye of Destruction appearances. His DLC costume is (or was going to be, thanks to controversy regarding a similar suit used by the King of Spain) his House of M look.
"Your appearance reminds me of my son. Let's see if you boast his speed in battle." (pre-battle, vs. Vergil)"Brash. Arrogant. Rude... Even a white head of hair. You remind me of my son in many ways..." (win quote, vs. Dante)
- Before battle and during a win quote, he remarks that Dante and Vergil remind him of his son Quicksilver:
- His pose on the Victory screen◊ in UMvC3 is based off of his pose seen on the variant cover featuring him of X-Men Vol. 2 #1◊.
- Him facing off against Galactus at the end of UMvC3's intro can be seen as the boss of the predecessor that started it all vs. the latest boss.
- Much like Iron Man, Loomis, and Downey, Jr., Magneto is voiced by Tom Kane, who voiced him in Wolverine and the X-Men (2009)—and still very much channeling Ian McKellen's performance from the X-Men Film Series like he did in the show.
- M.O.D.O.K.'s moveset is pretty much equivalent to Cable's moveset minus the Psimitar.
Viper (pre-battle): "I found M.O.D.O.K., the leader of A.I.M....Understood."Viper (victory pose): "Haven't had dealings with A.I.M. for a long time."
- He also has a scheme that gives him pale skin and red eyes (which is how he was depicted in the cover of Super-Villain Team-Up), a scheme that makes him M.O.D.A.M. (makeup included), and a scheme based on his very first appearance. For Ultimate, he gets color schemes based off his blue appearance in What If? #37 and Howard the Duck's M.O.D.O.T. (Designed for Talking). His Ultimate pre-order DLC costume is Elvis M.O.D.O.K. from Nextwave.
- His Fastball Special is reminiscent to Ruby Heart's Schwarzaile attack, right down to the same trajectory.
- Before battle and during her victory pose after defeating him, Crimson Viper refers to the organization "A.I.M.":
- Morrigan has alternate color schemes based off her original 2P alt. (Blonde!Morrigan) plus 2 originals. For Ultimate, she gets color schemes based off Lilith and her Vampire Savior all Kick white/black color scheme. Her Ultimate pre-order DLC costume is one of the costumes she changes into in several of her win poses in her source series with the red latex-like pants from the Night Warriors OVA.
- Likely, her (missing in the final version) quip against Dante ("Well now, aren't you a handsome devil") may be one to Nevan from Devil May Cry 3: Dante's Awakening, another succubus who described him in much the same way.
- Her hyper combos have the sound of a scream during their activation. This is a nod to her games, where doing a lot of hits in a combo will make a scream appear after the Idiosyncratic Combo Levels is shown.
- Nemesis has alternate color schemes based off an Exterminator Manjini, Man-Thing and the series' regular police zombie. His DLC costume is his coatless appearance/2nd form.
"S.T.A.R.S..." (pre-battle)"S.T.A.R.S... Gyaaargh!" (victory pose)"Staaaars!" (win quote)
- His character theme is a remix of "Unstoppable Nemesis," his boss theme in Resident Evil 3: Nemesis.
- He was created to hunt down and kill the remaining members of S.T.A.R.S., a special police task force in the Resident Evil series. This includes Jill, the protagonist of Resident Evil 3. Because his mind was programmed for this single objective, all he could ever say is "S.T.A.R.S." whenever he caught sight of a member of said task force. In UMvC3, he only roars, groans, and grunts. However, if he ever encounters his good friend Jill or Chris (who was also a member) in battle...:
- His "Biohazard Rush" Hyper Combo refers to the Japanese name of the RE series "Biohazard."
- Fatal Mutation (his Level 3 Hyper Combo) features him being mutated into a blobish Eldritch Abomination. This is the form he took in RE3 after surviving a fall in an Acid Pool. Unlike RE3, this isn't a Metamorphosis and he'll change back once the Hyper Combo is done.
- His blocking stance is basically him just standing there, not even attempting to block. He takes the hits unfazed. This is a reference to how several weapons in RE3 barely made him stagger.
- Nova screams "Here's Richie!" when being called out.
M.O.D.O.K.: "I look forward to taking your Worldmind after I kill you."
- Nova's alternate colors are based off of two of his '90s New Warriors looks, one based off his look from Snake Person Visions: Marvel Knights, Quasar, and Nova 00. Nova's DLC costume is directly based on Sam Alexander's Nova costume from Ultimate Spider-Man.
- Nova's victory quote, "That was for Nova Corps", is what Nova said to Annihilus as he killed him at the end of the Annihilation event (only edited to reflect the past tense rather than the present).
- Before battling him, M.O.D.O.K. refers to the Xandarian Worldmind, a sentient AI that leads of the Nova Corps. It resides inside Nova's body:
- His pose on the Character Select and Versus screens in UMvC3 is based off of his pose seen on the cover of Nova Vol. 4 #1.◊
- His pose on the Victory screen◊ is based off of his pose seen on the cover of Nova Vol. 4 #4.◊
- He makes several references to the New Warriors, a team he helped found in the early 1990s and even references one of his teammates, Speedball, by name.
- Though possibly coincidental, Nova's ending featuring Mega Man might be a reference to one of his early villains with the same name.
- After defeating Captain America, Nova will reference the Secret Avengers, which he was briefly in the original line-up of.
- Phoenix has a mix of Psylocke and Rogue's movesets (sans the Power Copying).
"We're more alike than I'd like to admit."
- Her last-resort Level 5 Resurrection Hyper turns her into the Dark Phoenix. When K.O.ed, she screams "Scott!"—Jean's last words before dying (the first time) in The Dark Phoenix Saga.
- She has a color scheme based on how she was drawn by Jim Lee, a scheme based on her appearance in the Classic X-Men back-up story after Phoenix sacrificed itself (the outfit she wears as White Crown of the Phoenix), and a scheme based on Grant Morrison's New X-Men costumes. For Ultimate, she gets schemes based off her Age of Apocalypse and 80's X-Factor looks. Her "Jim Lee-Jean Gray" outfit was updated and is called a X-Men Forever look, with her DLC costume being the actual Jim Lee outfit.
- Her win quote against Akuma is a reference to both her Dark self and Akuma's Shin self/the Satsui no Hadou:
"Are you sure you're not with the Hellfire Club?"
- Before the battle begins, she asks Morrigan if she's a part of an organization introduced in The Dark Phoenix Saga that's known for the skimpy outfits worn by its female members:
"You remind me of Selene. Maybe that's why I didn't take it easy on you."
- During her victory pose, she says that Morrigan reminds her of Selene, one of the X-Men's greatest enemies who used to be a member of the Hellfire Club:
- Phoenix Wright has three stances, based on Ace Attorney; "Investigation Mode" and "Trial Mode" (sometimes called "Courtroom Mode" by the fans) references the two main modes of gameplay in his series, while "Turnabout Mode" references the Theme Naming of the chapters in each game, as well as one of the main themes; Wright's ability to turn a situation on its head and change everyone's view of the case.
"Be grateful your kid's still young. Mine's constantly forcing me into bankruptcy over hamburgers!"
- His alternate color schemes (which also give Maya and Missile different colors) include ones based on Miles Edgeworth (Maya's colors change to her sister, Mia Fey), Dick Gumshoe (Maya as Franziska von Karma), Larry Butz (Maya as a Tres Bien waitress), Godot (Maya as Kay Faraday), and Sissel (and Lynne). Missile's colours are the same as Amaterasu's, only with the 6P (realistic dog) and 1P (Ammy's default) costumes switched. His DLC costume is his younger self as he appears in the first case of the third Ace Attorney game (Missile takes the colors of Talbain!Amaterasu, and Maya the colors of Iris from her home game; she was originally meant to look like Mia Fey, but the team ran out of time before it could be done).
- The evidence Phoenix Wright finds is based on evidence in the series, including common items in the series like a knife, an autopsy report, a cell phone and a photograph. Specific items include a broken vase (which may be the vase broken by Victor Kudo in case 3 of Phoenix Wright: Ace Attorney Trials and Tribulations), a watch (which may be the watch worn by Doug Swallow in case 1 of the aforementioned game), a bottle of grape juice (Phoenix's favourite drink, at least in Apollo Justice), and a Servbot.
- He can also find a Steel Samurai statuette, similar to the one Edgeworth keeps in his office.
- His Level 1 Hyper, Objection Overruled!, is a reference to a recurring nightmare that Phoenix Wright has in Justice For All.
- Also, his Steel Samurai Maya Smelting Hyper Combo is named after the Steel Samurai, a fictional character within the Ace Attorney series.
- One of Wright's victory quotes is, "I don't like things getting thrown at me, but at least it's not hot coffee", a reference to Godot, who liked to throw his coffee at Phoenix when he was angry.
- Wright's victory quote against Firebrand mentions a Demon Prosecutor, AKA Miles Edgeworth, his friend and rival.
- His Objection! move is named Bridge to the Turnabout, referencing both the final case of Trials and Tribulations and the fact that it's what lets him enter Turnabout Mode.
- His character theme is a remix of "Objection! 2001" from Phoenix Wright: Ace Attorney. When he enters Turnabout Mode, his theme becomes a remix of "Investigation ~ Cornered", also from said game.
- In a win quote after defeating Viper, he'll refer to Maya's enormous appetite when comparing her to Viper's daughter Lauren:
- His Launcher Move is a reference to his continuous sneezing due to being sick in "Episode 1: Turnabout Memories" of Phoenix Wright: Ace Attorney Trials and Tribulations.
- His Slip-Up move doesn't reference anything from his series; instead, in references another "fight without fighting" character Norimaro from Marvel Super Heroes vs. Street Fighter where he does the same thing.
- Phoenix is the only character in the game where changing his voice's language affects his appearance; In English, his speech bubbles say "Objection!", "Hold It!" and "Take That!", and his DLC costume has a P on his sweater and W on his sneakers (In Japanese, it's R on the sweater with N on the sneakers, all referencing his original Japanese name, Ryuichi Naruhodo). When you change his voice to Japanese, his speech bubbles instead respectively say "異議あり!" ("Igiari!"), "待った!" ("Matta!") and "くらえ!" ("Kurae!").
- In the end of his Level 3 Hyper, Rocket Raccoon says "I love the smell of Napalm in the morning." Said Hyper is named Rocky Raccoon, after the Beatles song that inspired the character's creation.
"Ya called me "puny" once, jade jaws. Didn't much care for that."
- His DLC costume◊ is a nod to his 1985 mini-series.
- Upon beating Chris, Rocket declares, "That's for letting them mess up Raccoon City, ya wanker!"
- Similarly, RR's opening line against Wesker is "So, what's this I hear about a Raccoon City?"
- His victory quote, "Never doubt a raccoon," is a direct quote from War of Kings which Rocket Raccoon said after knocking out Gladiator.
- His pre-battle quote against the Hulk is a reference to the cover of Incredible Hulk Vol 1. #271:◊
"Let's KO some space clowns again sometime, mate. For ol' time's sake!"
- During his victory pose after defeating the Hulk, he refers to what took place in that comic:
"And that's for saying you just saw my mother at the Bronx Zoo!"
- After defeating Deadpool, he refers to a Real Life zoo during his victory pose:
"OK... so what did you mean I was a reject from the set of Bambi? What the hell's a Bambi?"
- His win quote after defeating Deadpool refers to a classic Disney film:
- All of Ryu's alternate color schemes are based on alternate colors from past Street Fighter games; one of these schemes is an Evil Ryu variant. In Ultimate, he also gets an alt based off of his rival, Ken. His DLC costume is that of his appearance in the original game.
"And I thought facing someone with one claw was bad enough. You really put me to the test. Thank you."
- Speaking of Evil Ryu, Ryu's text quote upon beating either Phoenix or Wolverine alludes to the struggle with the Satsui no Hadou he went through in both Street Fighter Alpha and Street Fighter IV.
- When placed opposite of Spider-Man, Ryu muses, "Spiders. I hate spiders." According to his bio, Ryu hates spiders due to a prank Ken pulled on him in childhood involving having the spider crawl down his mouth.
- His win-quote against Wolverine references Vega:
- One of his new specials in Ultimate is the Hado Shoryuken, which was originally a upgrade to the basic Shoryuken discovered and utilized by Ken in Street Fighter II V. His Hado Kakusei is reminiscent of the Power of Nothingness, a power opposite of the Satsui no Hadou first seen in SFIV and its corresponding OVA, The Ties That Bind; Gouken is the only one so far to have explicitly mastered it, but both Ryu and Ken tapped into over the course of The Ties That Bind.
- The other two specials Ryu picks up in Ultimate, the Baku Hadoken and the Ren Hadoken, most likely reference the infamous Street Fighter II: Rainbow Edition, a pirated hack of SFII featuring various bizarre additions to gameplay mechanics like the ability to transform from one character to another mid-round and projectiles that could be controlled manually, turn invisible if the player willed it, and travel much faster than usual.
- Sentinel's alternate color schemes are the infamous "Mango Sentinel" scheme from Marvel vs. Capcom 2, which was featured in the aforementioned MAHVEL, BAYBEE! video; plus schemes based off the Second Coming sentinels and the sentinels from the game X-Men: Mutant Apocalypse. Ultimate gives him new schemes based off of Nimrod and the turquoise/grey Sentinel Mk V. His Ultimate pre-order DLC costume is based off of the magenta/purple Sentinel Mk VI.
- The Mango Sentinel color itself is a recursive (but possibly unintentional) nod to the X-Men arcade game. As seen as early as the second stage of the game are Sentinels that have the exact same color scheme (blue head and limbs, orange chest armor, gloves, and boots).
- In Ultimate, his bio mentions that his model number is COTA-94.
- His model (COTA-94) design is based off of the Sentinel Mk V model.
- One of his Ultimate winquotes has him stating that his programming is evolving and becoming Bastion (a Sentinel born from the fusion of Master Mold and Nimrod who was blasted through a mystical, inter-dimensional gateway and given a human guise, not knowing of his true origins for a time). Unfortunately, his evolutionary process is halted by Capcom pressing B.
- His winquote against Wolverine references Operation: Zero Tolerance, a storyline involving Sentinels that touched all the X-Men books in the mid-late 90s (the aforementioned Bastion was the mastermind behind said operation).
- Fans has noticed She-Hulk's similarity to R. Mika's moveset with hint of Guile's. Either that, or she's El Fuerte on steroids (especially in her Running Start special which can be followed by many attack options, much like his Habanero Dash).
- She has an alternate color scheme that makes her Lyra (the other She-Hulk) from the Frightful Four, a scheme that makes her Red She-Hulk, and a scheme based on her Ultimate appearance (Red and Ultimate She-Hulk are both different versions of Betty Ross, the former in Earth-616, the mainstream Marvel universe). For Ultimate, she gets a color scheme based off Lyra to replace the dropped "Frightful Four" Lyra color, and gets others based off her Fantastic Four uniform and Gray She-Hulk. Her DLC costume Is her lawyer clothes.
- She-Hulk mentions that she was compared to Phoenix Wright as one of her win quotes.◊
- Shulkie and Hulk don't call themselves "Hulk!" or "She-Hulk!" when tagging... they call themselves "Bruce!" and "Jen!"
- After beating Deadpool, She-Hulk will mention that "If this game were made in 1991, I'd be the one hitting you with the health bar!''', a reference to the days when She-Hulk was the comic character famous for having no fourth wall, and Deadpool was still a Liefeld character prior to his Joe Kelly reimagining.
- After beating Iron Man, she refers to the events of the 80s Contest of Champions (1982), where she lost her match-up against him.
- For her standard grab, she'll pick up her opponent while giving the thumbs-up. This is a reference to the cover of She-Hulk Vol. 1 #2.◊
- Her battle intro and Level 3 Hyper Combo Road Rage is a reference to an old Running Gag during the 80s where she had several incidents with cars:
- Shuma-Gorath has the purple color scheme from his first comic appearance and Marvel Super Heroes, his blue alt. from Marvel vs. Capcom 2, and a silver original.
- His DLC alt. is based on his one-time disciple, Quoggoth.
- Shuma-Gorath's likeness to Cthulhu is more than just a coincidence—Shuma-Gorath was originally conceived by Conan the Barbarian creator Robert E. Howard as a reference in a Kull story. When Marvel started illustrating several of Howard's sword-and-sorcery stories during the 1970s, they also imported some of Conan, Kull & Co.'s enemies into the Marvel Universe proper, including Shuma-Gorath. In Real Life, Howard was close friends with Lovecraft and as such, many of his stories are directly tied to the Cthulhu Mythos. Thus, Shuma-Gorath really is as close as one gets to playing a legit Elder God in a fighting game!
- Whenever Spencer uses his bionic arm to grab enemies from afar, he shouts, "Get over here!"
Deadpool: "You were so much cooler without the dreads. But the game's easier since you can jump now."
- He has alternate color schemes based on Jane and the BioReign soldiers, both from the 2009 Bionic Commando. For Ultimate, he gets a color scheme inspired by P.N.03. His DLC costume is his appearance from Bionic Commando Rearmed.
- His character theme is a remix of the "Stage 2" theme from the arcade Bionic Commando. It would later be known as the "Main Theme" of the Bionic Commando series. It's much better remembered as the theme of Areas 1, 4, 2note , 3, and 7 in the NES game of the same name.
- Spencer has some moves from the 2009 Bionic Commando, including the Reel-In and Zip Kick. He gets the Death from Above move in Ultimate. Also, his standard grab (where he headbutts his opponent twice) may be a nod to a scene during the final battle of the 2009 game where he continuously headbutts Super Joe in the face.
- After defeating him in the original MvC3, Deadpool's win quote refers how he (Spencer) originally wasn't able to jump in the NES Bionic Commando:
"Rumors of me not being able to jump were exaggerated. You should adapt to your opponent if you wanna win."
- In addition, he refers to this inability to jump in a win quote after defeating Vergil:
- One of his win quotes refers to Super Joe disgruntedly:
- When he activates X-Factor, he'll yell out "Adrenaline!" In the 2009 game, he was able to instantly defeat his enemies by using Adrenaline finishing moves when the Adrenaline Gauge was full. In the right hands, the same can be said about the X-Factor gameplay mechanic.
- What does Spider-Man say as his pre-match quote? "Look out! Here comes the Spider-Man!"
- One of his taunts is "Does what a spider can!", from another snippet from the 1960s cartoon opening.
- He also makes a quip in one of his victory quotes about Peter Porker, the Spider-Ham.
"Hey Mister Willllson!... You suck."
- Spidey's alternate color schemes are the Big Time costume (which he hadn't yet worn in the comics when it was revealed), the Venom Symbiote, and the Iron Spider costume (minus the extra arms, of course). For Ultimate, he has the green Big Time scheme replaced by the red◊ Big Time costume and gets two schemes based off his Future Foundation costume and the Spider-Armor. His DLC costume is Ben Reilly, the Scarlet Spider.
- His win quote against Felicia mentions Black Cat, who is also named Felicia and has a cat motif.
- Spidey's win quote against Deadpool:
- His win-quote against Firebrand in Ultimate is "You know, you look like the guy who ruined my marriage," referencing Mephisto and serving as a reference to One More Day.
- Deadpool bites back with a pre-fight quote against Spidey in Ultimate, referencing the ill-reviewed musical Spider-Man: Turn Off the Dark.
"Aw, that was too easy! Maybe it would have helped if you'd turned off the dark!"
- If Deadpool wins, he uses another one:
"With great power comes a great beatdown."
- He calls Wesker by saying Aaaal-bert!
- "With great power comes great responsibility"; a well known quote seen in several adaptations of Spider-Man has two variants in this game. One being a pre-battle quote for Spider-Man:
"You've got great power, Albert... but you're not very responsible with it."
- The other is seen during his victory pose after he defeats Wesker:
Frank (pre-battle): "I'll show that Parker kid who's the better photographer!"Frank (win quote): "The Daily Bugle will pay top dollar for shots of a Spider-Man beatdown. Smile for the camera, Spidey!"
- Before battle and in a win quote, Frank says his real surname (unaware of his true identity) and mentions the Daily Bugle:
- In a win quote after defeating himself, he refers to 2 different events in the comics:
"Being a carefree, fun-loving hero is all good, but you wouldn't even qualify for the Pet Avengers."
- He refers to a certain animal superhero team in a win quote after defeating Viewtiful Joe:
- Storm has a white and gold-trimmed scheme (meant to reference her outfit from the 90s, used in both the cartoon and earlier Marvel vs. Capcom titles) and two schemes based on her X-Treme X-Men appearances (her standard outfit for that series, and one used for a fight in Tokyo).
- For Ultimate, both her X-Treme schemes are dropped in exchange of color schemes based off her X-Men Revolution purple suit, her current dark/silver outfit, her 90s retro blue/yellow X-Men costume and Mjolnir Storm look. Her pre-order DLC costume is her mohawk style appearance (her Morlock look).
- Strider Hiryu retains his unique death animation from the previous Marvel vs. Capcom, referencing his death animation in the original Strider.
- He has alternate color schemes based off Kenji/Mukuro, Strider Hien (from Strider 2), Ibuki, and Guy. His Ultimate pre-order DLC costume is his lavender/scarf-less appearance from the arcade Strider.
- His character theme is a remix of "Raid!", the Stage 1 theme in the original Strider.
- Hiryu's "Gram" and wall cling are both references to his arcade game, the former being an item power-up and the latter one of the series' main gimmicks (cling through any surface).
- His moveset is named after various legendary swords (i.e. Gram, Excalibur, Ame no Murakumo) and mythology in general (i.e. Legion, Ouroboros).
- Before executing his Inferno Hyper, Super-Skrull says "He loves you." This was removed in Ultimate, as Kl'rt actually wasn't allied with the invading Skrull forces (in truth, he even fought with Nova against them).
(pre-battle, vs. Nova) "Once we stood as allies, But today you will be annihilated!"
- In a pre-battle quote before fighting Nova, he vows to see him "annihilated" — a reference to, duh, the Annihilation event. He also refers to the 2 of them teaming up during Secret Invasion.
Nova: "Act like jerks, your planet gets eaten. It's called karma, dude."Galactus: "I remember your homeworld. It was delicious."
- He also shouts "Come here!" for his Elastic Slam grab, possibly a nod to Scorpion.
- He has alternate color schemes based on Skrull from the Ultimate universe, a color scheme based on Rl'nnd (His regular color scheme is for Kl'rt), and a red-and-black scheme designed by Capcom (thought it looks like the Skrull in Fantastic Five). For Ultimate, he loses his Capcom-designed scheme and gets others based off the Skrull race's debut and second appearance, and a cover of Avengers: The Initiative where he's using Yellowjacket's costume. His Ultimate pre-order DLC costume is his attire from Annihilation: Super-Skrull.
- Before battle, both Nova and Galactus refer to Tarnax IV (the former homeworld of the Skrulls) being consumed by the latter. The event took place in Fantastic Four Vol. 1 #257:
(victory pose, vs. an Avenger) "Enough of these Avengers! Bring me the Fantastic Four!"(win quote, vs. Doom) "I can see now why the Fantastic Four has defeated you so many times."
- After defeating any member of Avengers, he'll refer to the Fantastic Four. He also refers to them in a win quote after defeating Doctor Doom:
- His ending features a crowd that cheers for him, which includes Saturn, Prince and Bilstein.
- Taskmaster references Avengers members Hawkeye and Black Knight when he emulates their moves.
"Thanks for the archery lesson, William Tell."
- Taskmaster's alternate colors are based on his original appearance, his UDON costume, and his Frightful Four costume. For Ultimate, he loses his UDON color scheme and gets color schemes based off Deadpool (from when he used his costume in Deadpool #9), Dane Whitman/Black Knight and Mr. Fear. His DLC alt. is his UDON costume, complete with an energy shield
- In his win quote against Iron Man, he says "Looks like Tony Stark needs a bodyguard," referencing the fact that back when Stark's identity was secret, he claimed Iron Man was his bodyguard.
- In his win quote against Captain America, he says "Maybe I should teach you how to use that shield!" When John Walker became Captain America, that's exactly what he did.
- During his victory pose after defeating Hawkeye, he refers to a famous folk hero:
- One of his opening lines ("You are the ass-kickee. I am the ass-kickER!") was taken directly from a mid-2000's issue of Moon Knight in which Taskmaster delivers the same line to the title character.
- Thor has alternate color schemes based on Thor Girl and Beta Ray Bill. His DLC costume is his classic outfit. For Ultimate, Thor loses both his Thor Girl colors and 4th generic scheme, and gains schemes based off his armor (from Thor #378), Heroes Reborn, Ultimate Thor and his space suit from Earth's Mightiest Heroes.
"Surely wicked Loki is behind such an encounter..."
- His Mighty Spark move is identical to the Thunder Strike attack he did as an Assist Character in the first Marvel vs. Capcom.
- In his win quote against Firebrand, he wonders if he has any relation to Surtur.
- His UMvC3 artwork◊ is based off of his pose seen on the cover of Thor Vol. 3 #6.◊
- In full view, his pose on the Victory screen◊ in UMvC3 is a reference to his pose seen on the cover of Thor Vol. 3 #1.◊
- His original MvC3 artwork◊ is based off of his pose seen on the cover of the Official Handbook of the Marvel Universe A-Z Vol 1. #12.◊
- Before battling any one of the Avengers (Cap, Iron Man, Hulk, Hawkeye, and himself), he'll refer to Loki:
(victory pose, vs. Vergil) "May Hela have mercy on your soul."(win quote, vs. Morrigan) "Should Hela, the Goddess of Death, ever need a replacement, thou wouldst make for a fine choice."
- Before battling Vergil, he's says that he sympathizes with Dante, knowing what it's like to have a wicked brother.
- During his victory pose after defeating Vergil and in a win quote after defeating Morrigan, he refers to a certain goddess:
Ghost Rider: "Forget Ragnarok. I'M your destruction."
- In a win quote, he'll say that the grand battle Ragnarok will take his life one day. Ghost Rider also refers to it before he battles Thor:
"We once allied our forces as allies, demon-spawn. Today, we meet in battle!"
- Before battling Ghost Rider, he refers to the time they teamed up to fight the forces of Mephisto as seen in Thor Vol. 1 #430:
- Trish has an alternate color scheme that gives her a darker skin tone, white hair, and white clothes (meant to reference her disguise as Order of the Sword member Gloria in Devil May Cry 4), a scheme that gives her a blue outfit with blonde hair (based off R. Mika), and a scheme based on Dante's default outfit. For Ultimate, she loses the white scheme for a Vergil alt. and gets the "Frightful Four" orange (to go with Dante's) and a pink suit/black hair one which Word of God says gives off a June Lin Milliam vibe. Her DLC costume is Gloria.
- Her character theme is a remix of "Lock & Load" from the first Devil May Cry.
- Ultimate has Trish not only lampshading her intentional resemblance to Dante's mother Eva but mocking Dante's infamous "I should have been the one to fill your dark soul with LIIIIIIIIIIIGHT!!!!!" line from the first game.
- Tron Bonne has alternate color schemes that gives her blond hair and a red outfit (based off Roll Caskett), one of her old MvC2 schemes, and a scheme that paints her mechsuit to resemble a Servbot while Tron herself resembles the Mayor of Kattlelox Island. For Ultimate, the "Servbot-Gustaff" color is dropped and other schemes based off Teisel Bonne, Bon Bonne, and her Namco × Capcom look are included. Her DLC costume has the Gustaff modeled after a Servbot, as opposed to merely sharing its color scheme.
- Her Lunch Rush Hyper has a maximum of 41 hits (excluding the initial gunshot that sets up the move), the total number of known Servbots as of Mega Man Legends 2 and The Misadventures of Tron Bonne.note It's also a reference to Mega Man Legends 2, where the Servbots repeatedly sent letters to MegaMan requesting that he join as Servbot #42 in order to cheer up Tron. This is referenced in her ending, where she reprograms a Sentinel to serve as Servbot #42.
- She also introduces the Sentinel, now as Servbot #42, to Mega Man Volnutt by saying "Say hello to my little friend."
- Her character theme is a remix of "Flutter vs. Gesellschaft" from the first Mega Man Legends.
- She will say "Thanks for playing" after performing her Assist attack. This quote (or a variation which says "Thank you" instead of "Thanks") is seen after the end credits of many Capcom games.
- Her Lunch Rush Hyper has a maximum of 41 hits (excluding the initial gunshot that sets up the move), the total number of known Servbots as of Mega Man Legends 2 and The Misadventures of Tron Bonne.note It's also a reference to Mega Man Legends 2, where the Servbots repeatedly sent letters to MegaMan requesting that he join as Servbot #42 in order to cheer up Tron. This is referenced in her ending, where she reprograms a Sentinel to serve as Servbot #42.
- Vergil retains his Rising Sun kick from Devil May Cry 3 which behaves exactly like Rugal Bernstein's Genocide Cutter.
- He also can be seen as a Spiritual Successor of sorts to Silver Samurai (both are samurais) and Spiral (for his Spiral Swords Hyper), both coming from previous MvC games.
- His alts. are based off of Nero, Kyosuke Kagami, "Vante" (the red-colored NPC version of Vergil he fought in DMC3 Special Edition), and Demitri. His DLC costume is based on his Corrupted form with the Sparda Devil Trigger from Dante's DLC, with Word of God stating that several difficulties such as different swords and movesets prevented them from using Nelo Angelo instead.
- Several of Vergil's quotes are directly lifted word-for-word from 3.
- His character theme is a remix of "Vergil Battle 2," his second boss theme in Devil May Cry 3.
- His Level 3 hyper, "Dark Angel", plays off the name of his corrupted alter ego, Nelo Angelo (meaning Blacknote Angel).
- Viewtiful Joe has alternate color schemes based on Captain Blue Jr. and the Dark Emperor (the Big Bad of Viewtiful Joe 2 and Joe's father Jet Black note ). For Ultimate, he gets color schemes based on Sexy Silvia and his longtime rival, Blade Master Alastor. His DLC costume is regular, untransformed Joe, as well as Silvia in his Desperado Hyper.
- His Groovy Uppercut move is technically new, but its basis is the "Zoom + Jump" effect from his second game.
- His character theme is a remix of "Joe The Hero" from the first Viewtiful Joe. This was also his Tatsunoko vs. Capcom theme.
- The game's credit sequence shows Joe trying on outfits inspired by the Marvel superheroes.
- One of Viewtiful Joe's Hyper Combo has him combining his Speed Up and Slow-Mo powers as he plunges his hands into his opponent, then ripping them out. The Hyper's name (Viewtiful God Hand) may be a nod to fellow Clover Studios game God Hand.
- Captain Blue, Alastor, Mojo, and Spiral appear in his ending, a Mythology Gag towards to his fanboyism of Captain Blue as he's introduced in his own series.
- Wesker has an alternate color scheme that gives him a white suit and white coat (scientist getup, which also references a photo of him in a lab from Resident Evil) and a scheme that gives him white hair, blue coat, and a black undershirt (if only he had a katana...). For Ultimate, he loses his Vergil alt. (since Vergil is in the game) and gets color schemes based off Gambit (sort of) and M. Bison, plus his pre-order DLC costume is his original S.T.A.R.S. uniform from Resident Evil.
If you will excuse me, I have a world to saturate.
- His character theme is a remix of "Wind of Madness," his boss theme in Resident Evil 5.
- His Level 3 Hyper is called Lost in Nightmares (a Resident Evil 5 DLC mission set before the events of the game; the Spencer Mansion incident with Wesker, as seen in flashbacks throughout RE5). The final attack in that Hyper (where he throws a rocket at the opponent) is based off of the second fight with him in 5, where Wesker would occasionally grab rockets and hurl them at Chris and Sheva once things started to heat up. His medium (Panther Fang), crouching heavy (an unnamed reverse sweep), and launcher attacks (Tiger Uppercut) are taken straight from his melee attacks in Resident Evil 5, with his standing heavy being a butterfly kick he sometimes uses to dodge the player's gunfire. The Cobra Strike and Ghost Butterfly specials also reference this (though the former originated in The Mercenaries from RE4, simply known there as "Thrust Punch"), as do his front/back throw and command grab (respectively Windfall and Mustang Kick, the first of which was his Chikyo Chagi in RE4).
- His Jaguar Dash and Jaguar Kick are also taken from the fifth game (though Jaguar Kick is a different move entirely in RE5)—specifically, the the quick-time event where Wesker lunges at Chris at high speeds, Chris blocks Wesker's Knee Cannon attack and retaliates with a fist to the face (knocking Wesker flat on his ass), only to then shake his hand in mild pain. When playable in The Mercenaries, Wesker has free access to these moves (although Jaguar Dash can be maintained almost infinitely and at the cost of Wesker's life, something that doesn't hold true here).
- Rhino Charge (his counter/reversal Hyper) is another one of his melee attacks from 5, while his Phantom Dance could be seen as a souped-up Collide.
- His ending features him capturing the Marvel heroes and using them as test subjects for his Uroboros project.
- Wesker has two attacks, the aforementioned Jaguar Kick and Tiger Uppercut, named after Adon and Sagat, respectively, from the Street Fighter series.
- One of his opening lines is "This seems fair, three... on three?", a reference to RE5, where Chris and Sheva face off against Wesker and Jill (his line there was "I think the odds are fair, two on two").
- One of his winquotes references his infamous COMPLETE GLOBAL SATURATION line from RE5.
- On tagging in, he also references another of his memetic lines by saying "I'll play with you."
- Wesker brandishes his Beretta 92F Custom "Samurai Edge" handgun from his S.T.A.R.S. days. As in RE5, this is the only firearm he carries on his person.
- Wolverine's alternate color schemes are his brown-and-orange X-Men outfit (except it's not the John Byrne design, obviously), his X-Force outfit, and a variant of his Age of Apocalypse outfit. Ultimate color schemes include Evil Wolverine from the Capcom SNES game Marvel Super Heroes: War of the Gems and his Wolverine: Enemy of the State look. His DLC costume is his Weapon X appearance.
- One of his intro one-liners is "I'm the best at what I do", a nod to a Catchphrase instated during Chris Claremont's run with the X-Men comics.
- One of his opening lines in Ultimate asks if his opponent wants to "tangle with the Wolverine". This is an abbreviated version of his iconic line from his first comic book appearance (as an enemy of Hulk, no less).
- One of his victory quotes toward the Hulk mentions how both of them are monsters, a line the Hulk himself said to him in The Infinity Gauntlet.
- When facing with Frank West, he'll mutter that he "and guys named Frank" don't get along so well.
- One of X-23's attacks makes her a good replacement for Cammy.
- She has alternate color schemes based on her New X-Men outfit, her Captain Universe outfit, and (in the case of the striped tanktop scheme) the cover of the first issue of her ongoing comic. For Ultimate, she gets color schemes based off her current black/gray costume and Age of Apocalypse Kirika. Her Ultimate pre-order DLC costume is her X-Men: Evolution debut appearance.
- In tone with Wolvie's Catchphrase, she has a similar one saying "I'm the second best at what I do."
- Her ending takes it a step further, by having her ask Wolverine to hand over the title of "best at what I do" as she stands over the defeated Galactus. He concedes, as long as she gets the big purple guy off the lawn of the Xavier Institute.
- In a win quote after defeating her, she wonders if Amaterasu has any relations to Wolfsbane from the New Mutants, a Mutant who can transform herself into a wolf at will.
- Her original MvC3 artwork◊ is based off of her pose seen on the variant cover of X-23: Target X Vol. 1 #1.◊
- Her pose on the Victory screen◊ in UMvC3 is a reference to her pose seen on the cover of X-23 Vol. 3 #1.◊
- When Zero is K.O.ed, he—much like Mega Man and Roll in MvC2—disperses into orbs of light.
- He also gains a modified version of Raikosen from X8.
- Because of this, he now has one attack from every main series game he has been playable in. (See his section for Tatsunoko vs. Capcom for more details.)
- His Level 3 Hyper is the infamous Genmurei (yelled here as "Genmu Zero!") from the equally-infamous X vs. Zero battle from Mega Man X5. This also doubles as a Bilingual Bonus, as Genmurei literally translates to "Illusion Zero."
- Zero briefly gains Awakening Zero's crimson Battle Aura during said Hyper. Zero in his X-Factor mode can be also seen as a nod to Maverick Zero from X5.
- His alternate color schemes are based on X, Axl, and his "big brother" Bass. For Ultimate, he loses his X scheme for another one based off X's first Armor, and gets two schemes based off Vile and his Mega Man Zero design. His DLC costume is X.
- His character theme is a remix of his boss theme from Mega Man X2.
- A very subtle one comes from the color of his Z-Saber during Genmurei. Zero's Z-Saber can obtain a power-up from one of the Mavericks (or, in the case of in X5 and X6, from power-up parts) in several games, allowing him to deflect projectiles. (The only exception was X7, where he had this augment from the start.) In X8, beating Earthrock Trilobyte earns you the technique Rekkyoudan, which gives the Z-Saber a yellowish-orange glow. During his Level 3, the Z-Saber exhibits both of these properties.
- In his ending, Zero also mistakes Silver Surfer's addressing of Mega Man Zero (as in the series, not Zero himself) as the title the Surfer gives him and quickly corrects him on it. This was one of the many problems found in a manga adaptation of Mega Man Zero.
- In a win quote after defeating Tron, he refers to the Servbots as "Reploid-wannabes servants." Reploids are the Ridiculously Human Robots seen throughout the Mega Man X series.
- He also gains a modified version of Raikosen from X8.
- Arthur's victory pose animation is now accompanied by a remix of the victory fanfare from the first Ghosts 'n Goblins game. It originally played after defeating a boss, causing a key to appear.
- His Wave 1 DLC costume is the Fallen Angel Armor from Ultimate Ghosts 'n Goblins.
- Black Panther's Wave 1 DLC costume is called "Divine Armor", and is based off of the Thrice-Blessed Armor from his 2005 series.
"You remind me of my Queen, she too is a beautiful warrior."
- Pit him against a female fighter, and he'll compare them pre-battle to his wife Storm; thanks to Ike Perlmutter's ban on mutants in adaptations, this qualifies as the sole reference to the X-Men in the entire game!
"I have trained my entire life to face the unknown."
- Another of his quotes is taken directly from the Secret Invasion tie-in to his series:
- Black Widow having a projectile that pulls her opponent in closer upon contact is a nod to her namesake from Saturday Night Slam Masters.
- Her Wave 1 DLC costume is her "Cosmonaut Costume" from the cover of Black Widow: Deadly Origin Vol 1 #4 by Adi Granov. Her default outfit is based on her costume from Avengers: Age of Ultron, right down to the TRON Lines and electric batons.
- One of her pre-fight quotes is a paraphrased version of her "I'm always picking up after you boys" line, also from Age of Ultron.
- One of Captain America's taunt quotes is "I could do this all day." note
- One of his colors for his default costume is green and gold HYDRA colors (which also appeared in previous Marvel vs Capcom games, the association only coming later), which means players can finally knock HYDRA Cap on his ass for what he did in Secret Empire!
- His Wave 1 DLC costume is his gladiator counterpart from the Secret Wars (2015) Planet Hulk miniseries.
- Captain Marvel:
- One of her alternate color schemes for her default costume is that of the original Captain Marvel.
- Her Wave 1 DLC costume is her classic Ms. Marvel uniform, and her Wave 2 DLC costume is "Major Carol Danvers," a nod to the cover of Captain Marvel #10 by Joe Quinones.
- Chris is the only Capcom character returning from UMvC3 to have a different character theme. It is now a remix of "Assault Fire", a theme that plays in The Mercenaries mode in Resident Evil 5.
- His Wave 1 DLC costume is his unlockable outfit from the original PS1 release of Resident Evil.
- Chun-Li's Wave 1 DLC costume with the white shirt and dark vest is based on the outfit she wore in her Street Fighter II ending.
- Dante's Wave 1 DLC costume is his DmC: Devil May Cry counterpart. Its Devil Trigger appearance is changed accordingly to reflect its source material: where regular Dante's Devil Trigger is a total demonic transformation, DmC Dante's Devil Trigger simply changes his hair and clothes colors.
- Doctor Strange's Wave 1 DLC costume is his Illuminati outfit from New Avengers.
- Dormammu's Wave 1 DLC costume is his Demonic Possession of The Hood's body during Dark Reign.
- When he performs Stalking Flare, he shouts "Floating Bomb", which was his pre-release quote for the same hyper back in the third game before it was changed into "I summon the power" for the final release.
- Firebrand is given a new Tornado move which is based on one of his unlockable skills in Gargoyle's Quest II and Demon's Crest.
- His new Lv. 3 Hyper Combo, "Red Blaze", is named after the character's nickname in his own series.
- His alternate color schemes for his default costume are inspired by his Aerial Gargoyle, Ground Gargoyle and Tidal Gargoyle forms in Demon's Crest. His Wave 1 DLC costume is his Ultimate Gargoyle form.
- Gamora's Wave 1 DLC costume is a slightly less Stripperific version of her Annihilation-era outfit.
- Ghost Rider's Wave 1 DLC costume is based on an Environment-Specific Action Figure produced◊ for the toyline of the first Nicolas Cage movie.
- Haggar gains a new move in which he uses an oil drum as either an impromptu defense or projectile. Oil drums are a common sight in Final Fight as they hold items. While they can't be picked up in the original game, the way Haggar holds the oil drum in front of him and moves with it is identical to his mook grab animation in game.
- As another nod to Final Fight, there's a random chance Haggar takes out a glowing drum, which means it will drop an item from Final Fight upon destruction which will restore life or HC gauge when picked up.
- One of his intro quotes is "I'm gonna crush you like a bug you are!", which is close to Galactus' defeat quote in the third game.
- Hawkeye's Wave 1 DLC costume is Ultimate Hawkeye's costume from The Ultimates 3.
- Hulk's Wave 1 DLC costume is his Joe Fixit identity, while his "Gladiator Hulk" Wave 2 DLC costume is based on his look from Planet Hulk.
- Iron Man:
"Stark Industries' billionaire playboy philanthropist. What more do you need to know?""Superior tech. It's what I do."
- His default costume is influenced by his Mark 43 armor from Avengers: Age of Ultron. One of its alternate color schemes is a nod to his black and gold Marvel NOW! armor.
- His Wave 1 DLC costume is his Superior Iron Man armor.
- He calls Spider-Man "Underoos" when tagging him in.
- Some of his win texts are nods to other works he's in:
- During Jedah's Lv. 3 Hyper Combo, "Sigillo del Servo", the "Insert Coin" sound effect for the arcade game Vampire Savior: The Lord of Vampire can be heard the moment his opponent is slapped on the contract.
- His character theme is a remix of the theme of the Fetus of God, his personal stage in Vampire Savior.
- Mega Man X's taunt has him performing the Hadoken motion, nodding to the fact that he could learn the technique in his debut appearance. When performed with the Armor equipped, the taunts throws out a point-blank-range Hadouken; keep in mind that X's voice actor Ted Sroka previously voiced Dan Hibiki...
- Additionally, X can cancel his X-Buster shot into a low slide kick just like his predecessor's.
- While Zero's Z-Buster in this game MvC3 and Tatsunoko vs. Capcom has the player hold down a button to charge it while being able to do anything else, channeling the implementation of Mega Man's charged Mega Buster in his Marvel vs. Capcom appearances, X's X-Buster here is instead a special move that forces him to stand still while charging, channeling the implementation of Mega Man's charged Mega Buster in his previous overall fighting game appearance, Super Smash Bros. 4.
- On that note, X's fighting style is a composite of his predecessor's MvC and Smash Bros. incarnations. While both interpretations have a key reliance on the Mega Buster, MvC Mega Man primarily used fisticuffs far beyond his canon skills in the main games, with only three Robot Master weapons at his disposal of which he could only equip one at a time with Eddie's help; Smash Mega Man barrages the opposition with a flurry of different Robot Master weapons used simultaneously, with his only two hand-to-hand non-weapon attacks being physical skills he has actually demonstrated in previous main games.
X, as a worthy successor is wont to do, is the best of both worlds as he deploys both fisticuffs far beyond his canon skills in the main games and a flurry of four Maverick weapons used simultaneously: Boomer Kuwanger's Boomerang Cutter (Mega Man X; it can drag opponents towards X on its return arc, a nod to the weapon in the source game being able to pick up distant items), Overdrive Ostrich's Sonic Slicer (Mega Man X2), Blizzard Buffalo's Frost Shield (Mega Man X3, completely reinterpreted in this game as a projectile that goes diagonally upwards then flies to the ground at a diagonal angle) and Magma Dragoon's Rising Fire (Mega Man X4).
- X's alternate color schemes for his default costume are his color schemes when using Boomerang Cutter, Rising Fire or Sonic Slicer in their original games. This too harkens back to Mega Man's Smash Bros. appearance, where his color schemes were exclusively those of weapons that are part of his Smash Bros. moveset.
- X's Lv. 3 Hyper Combo, "Ultimate Strike", has him donning his Ultimate Armor from Mega Man X4 and performing the Nova Strike and then raising his buster and shooting a beam straight upwards at the enemy. The latter part is based on the armor's official art.
- His character theme is a remix of Central Highway, the opening stage of X1.
- X's Wave 1 DLC costume is his Tru Force toy design, while his Wave 2 DLC costume is his appearance from Mega Man X: Command Mission. Its alternate color schemes are based on fellow Command Mission party members Marino, Cinnamon and Spider.
- When X uses an Infinity Storm, he exclaims "For the fate of two worlds!"
- During X's battle against Zero on Knowmoon in Story Mode, a remix of "X vs. Zero" from Mega Man X5 can be heard in the background.
- Many aspects of Monster Hunter's design as a character are accurate references to her series. Visually, her weapons are actual weapons in the games and her default armor is actually Rathalos armor (and the second variant is a nod to a subspecies, the Azure Rathalos).
- Gameplay-wise, the weapon explosion in one of her moves is a nod to Tri's infamous slime element, her being Immune to Flinching during the Greatsword charge is a Call-Forward to World, her ground-based Dual Blade super is based on a move from the series, and even the dive at the end of her Level 3 is the dive move from the game. All things considered, either the devs heavily consulted the Monster Hunter team, or someone among the devs is a massive fan.
- Her Wave 1 DLC costume is the famous midriff-baring Kirin armor from her home series.
- Her character theme is an electronic remix of "Proof of a Hero," the main theme of her home series.
- Her acting as Black Panther's bodyguard is a nod to the Dora Milaje, the group of female warriors who serve the Panther in the comics.
- She notes the Dah'ren Mohran, turned Maverick by Sigma Virus infection, as being "in a frenzy," a nod to the Frenzy Virus, a virus in the world of Monster Hunter that turns monsters irrationally violent not unlike what the Sigma Virus does to Reploids.
- Morrigan's Wave 1 DLC costume is based on one of her classic winposes◊ with an additional ponytail.
- Strangely enough, one of Nemesis' victory quotes is him quoting Stan Lee, by saying "Urrrghselllghriorrr..."note
- His Wave 1 DLC costume has him wearing Mr. X's leather coat.
- Rocket Raccoon quips when using his Level 3 Hyper Combo attack with Groot: "Ain't nothing like me, 'cept me!"
- His Wave 1 DLC costume is his outfit from Brian Bendis' Guardians of the Galaxy relaunch.
- Ryu's Wave 1 DLC costume is simply a Walking Shirtless Scene, which he has previously demonstrated in Street Fighter IV, while his Wave 2 DLC costume is his Evil Ryu persona, but the design appears to take inspiration from the aesthetics in Asura's Wrath, where Evil Ryu appeared as a boss in a DLC chapter.
- When Ryu has 20% of his health or below, the animation of his Lv. 3 Hyper Combo, "Shin Shoryuken", changes and references both the Satsui no Hado and the Power of Nothingness. He struggles with the former throughout the series since Street Fighter Alpha 2 which can transform him into the aforementioned Evil Ryu and the latter is a good counterpart power that he first used in the Cinematic Story Mode of Street Fighter V "A Shadow Falls".
- All of Ryu's alternate color schemes for his default costume hail from past iterations of Street Fighter II.
- One of his pre-battle quotes when fighting X has him mention X's potential to use the Hadou, as detailled in X's section above.
- Sigma's moveset takes cues from several of his boss fights in his home series.
- His Dash Attack is clearly based on his dash attack from X1. Likewise, his Overload Laser has him firing a laser from the Power Crystal on his forehead much like in the first game.
- His Arc Divide and Straight Divide have him creating dimensional rifts in space, an attack used by Sigma's first form in X6, although there he did it with his bare hands.
- His Reflector Magnum has him fire missiles that ricochet across the screen, his Doom Buster Hyper Combo has him charging up and throwing a large fireball, his Raw Divide Hyper Combo has him wildly swinging his Laser Blade, and his Blazing Line Hyper Combo has him fire a sweeping laser beam that leaves a trail of explosions. All of these attacks were used by Copy Sigma and Belial Sigma in X8 (although the Doom Buster here isn't as humongous as in his source game).
- While his Final Sigma Hyper Combo is original to this game, its visuals are also reflective of his home series. The green digital background combined with the premise of a team mobbing up on a victim call to mind the Double Attack gameplay mechanic in X8 while the wireframe Sigmas are reminiscent of the depiction of the Sigma Virus as a giant wireframe Sigma head in X2 and X3.
- His character theme is a dubstep remix of the theme of his Neo Sigma body in X2.
- His Wave 1 DLC costume is his first form white body from Mega Man X5. Its red-and-black alternate color scheme is based on his Sigma-1 and Sigma-2 bodies in Sonic the Hedgehog/Mega Man: Worlds Unite, themselves inspired by Sega's Sonic Lost World baddie Zavok whom Sigma personally enthralled into one of his Mavericks during the event; its torso plate is colored so as to clearly evoke the appearance of a face unlike the other three colors, recalling Sigma-2's torso bearing Zavok's face.
- Spencer has a new move in which he chucks a hand grenade just like in the 2009 Bionic Commando. Similary, his new Lv. 3 Hyper Combo "Coup de Grace" (where he shoves a grenade in the downed opponent's mouth) is wholly inspired by the cutscene that plays after beating Groeder in the same game.
- His Wave 1 DLC costume is Groeder's Bionic Commando Rearmed uniform.
- Spider-Man's Level 3 Hyper Combo has him dodge Green Goblin's pumpkin bombs in slow motion, homaging a similar scene from the original Sam Raimi Spider-Man movie.
"Spider-Man and his amazing friend, reporting for duty!"
- His Wave 1 DLC costume is the Superior Spider-Man suit. The alternate color schemes for that suit are based on Spider-Gwen, Superior Venom and the Iron Spider suit.
- One of Spider-Man's taunt quotes is "Can you do whatever a spider can?"
- Spider-Man's appearance when taken over by the symbiote in Story Mode resembles his look in the third Sam Raimi movie.
- The violins which play during the opening of his new theme call to mind his Danny Elfman Leitmotif from, once again, the Raimi movies.
- The pose he strikes when activating an Infinity Storm on the ground is the same one he does when using an Infinity Gem in Marvel Super Heroes, all the more notable as that out of all the characters who have appeared there and in this gamenote , he is the only one who kept that specific pose.
- A couple of his intro quotes.
- Strider Hiryu gains a new Hyper Combo influenced by the Savage Slash (or Midare-Giri), his Blade Spam move introduced in Strider 2.
- His Wave 1 DLC costume is Strider Hien, a traitor Strider and his rival from Strider 2.
- One of Thanos' pre-battle quotes is "Fine, I'll do it myself."
- His DLC costume is his Samaritan outfit from his 2003-2004 solo series.
- Thor's Wave 1 DLC costume is Ultimate Thor, while his "Warrior Thor" Wave 2 DLC costume is a double Shout-Out of sorts. The short hair and beard are nods to Thor: Ragnarok, while the shirtless design is taken from Warren Ellis' famous "World Engine" story arc.
- Venom's Wave 1 DLC costume is Anti-Venom.
- In one of his intro quotes, Venom brags that he would make a far better Avenger than Spider-Man ever did. Venom was indeed a member of the Secret Avengers for a time, though it was Flash Thompson in the suit at the time rather than Eddie Brock.
- Winter Soldier can hold up his metal arm to block projectiles, similar to a maneuver he performed in Captain America: The Winter Soldier and Captain America: Civil War.
- His Level 3 is also named Unyielding Justice like Cap's. It could be a subtle nod to how Bucky took over the role of Captain America from Steve in the comics.
- If Cap is his active partner when his Level 3 hits, the animation is changed to have both Steve and Bucky attack at once. Part of that combo involves Cap tossing his shield to the Winter Soldier as part of their No-Holds-Barred Beatdown, much like their battle against Iron Man at the end of Civil War.
- Zero has his move repertoire even more bloated than before. Besides getting a new Hyper Combo in the form of the Raijinshou from Mega Man X7 and a new normal in the form of Youdantotsu from X8, now charging up his Z-Buster and releasing during one of his Specials turns said move into another different move, all coming from Mega Man X games. Oddly enough, this ability resembles X's Special Weapon charge ability from the X series, which couldn't be used by Zero in the original games... and ironically can't be used by X in this game.
- Releasing during Hadangeki makes Zero perform the multi-directional shot Rakuhouha from X4.
- Releasing during Raikosen makes Zero do the C-Sword from X5, spinning in place in the air with a large yellow edge. The "spinning in place in the air" bit is culled from Rasetsusen in X8, for the original C-Sword in the source material was literally just a renamed Kuuenzan from X4note (already part of his moveset here since Tatsunoko vs. Capcom), with only an additional sprite over his sword trail to differentiate it what with the recycled sprites.
- Releasing during the fire-based Ryuuenjin makes Zero do the Hyoretsuzan from X4, coming back down with an ice sword.
- Releasing during Setsuizan makes Zero perform the F-Splasher from X5, dashing in mid-air with an ice shield in front.
- His alternate color schemes are based on his Black Armor, his X Form in Mega Man Zero 2 and the Nightmare Zero in Mega Man X6. Incidentally, this hews extremely close to the selection of color schemes for his Tatsunoko vs. Capcom self (see below).
- His Wave 1 DLC costume is an original take on Zero based on X's Tru Force appearance.
- All the attacks Grandmaster Meio performs in the Story Mode are taken from his boss battle in the 2014 Strider game.
- One of his voiced lines is "Die, children of the old gods!", which was adapted from his most memorable phrase in the Arcade original: "All Sons of Old Gods, Die!"
- The way the symbiote-infused B.O.W.s wear military gear and wield firearms is a nod to Agent Venom, while their overall appearance recalls Carnage and Deadpool.
- Final boss Ultron-Omega has traits of the final giant body Sigma used in Mega Man X5, primarily using the same giant rocket-propelled hands.
- His character theme is an orchestral remix of the theme of Sigma's Neo Sigma body in X2, fused with the theme of Sigma 1st, from X6
- Infinity Stones:
- Activating the Infinity Storm mechanic while using the Space Stone will trap the opposing character in a glowing blue box that looks like the Cosmic Cube. This is a nod to the Space Stone and Cosmic Cube being one and the same in the movies.
- The Reality Stone's Infinity Storm causes random attacks to occur out of nowhere, similar to how it acted in Marvel Super Heroes. For the most part, many of the Stones' effects (either normally or in a Storm) are reminiscent of how they acted as gems back in Marvel Super Heroes.
- The Soul Stone's color is orange, which is also its color in the Marvel Cinematic Universe. However, if you hit an opponent with its Infinity Surge, waves of green energy can be seen briefly swirling around the user. Green is the original color of the Soul Stone or rather, Soul Gem, not only in the comics, but also in the game Marvel Super Heroes as well.
- The Soul Infinity Storm allows the user to control both of their characters at the same time just the same way as how the Duo Team Attack from Marvel vs. Capcom: Clash of Super Heroes worked.
- The New Metro City stage has a statue of Damnd in the background, as well as billboards showing Iron Fist and J. Jonah Jameson. It also features cameos of two Final Fight thugs (J and Two.P) alongside several S.H.I.E.L.D. agents in the background.
- In the Sigma's Lab stage, there's a device that looks somewhat like the Unity Engine - the device that Sigma uses to merge the Sonic the Hedgehog (Archie Comics) and Mega Man (Archie Comics) worlds in the Sonic the Hedgehog/Mega Man: Worlds Unite plot.
- One of the narrator's quotes during the intro is "2001 is the year we make contact!" "The Year We Make Contact" was the sequel to the book/film 2001: A Space Odyssey.
- Some of Benimaru's special attacks (Genei Hurricane, Handou Sandangeri and Shinkuu Katategoma) are references to Hurricane Polimar's special attacks. Funny how both faced Capcom characters.
- Having Kyo and Benimaru fight in the Nairobi stage results in Goro Daimon standing in the background watching the fight, referencing how teammates would stand on the sidelines (and be called to attack in rare circumstances) from KOF '94 to '98.
- Ryo and Ryu's special intro is also reminiscent of how fighters in the Art of Fighting series, after briefly conversing, would jump away from each other to start the fight.
- One of Joe Higashi's winquotes is "I can feel it coming in the air tonight..."
- Another is "I'm not a player! I just win a lot!"
- In one of his win poses, Sagat says, "Try again, kid." This references the "Try again, kiddo!" quote given by every opponent in the original Street Fighter should you lose a match.
- Ken has "Ore no kachi da na!" ("Victory is mine!") as one of his win quotes, a probable rib on Kyo's own "Ore no... kachi da!" ("This is... my victory!")
- And then there is Dan Hibiki. Considering that these games finally allowed Dan to face the characters he's parodying (only Ryo and Yuri, though; Robert's a no-show), Capcom made sure to put in a few Take Thats at SNK, such as Dan's mimicking Yuri's "Yoyuchi!" ("Piece of cake!") by doing the exact same pose and chanting, "Chou yoyusu!" ("Super piece of cake!").
- Speaking of Yuri, should she defeat her opponent with a Finest/Dramatic KO, she'll attempt to tie her belt tighter, only for it to become completely undone, revealing her undershirt/bra underneath her top; Yuri will blush and immediately cover herself. This pose originates from Art of Fighting 2, if Yuri scored a perfect victory.
- Two of Athena's winquotes: "Oops! I did it! I guess I'm not that innocent!" and "What a girl wants! This is my motto!"
- Another one◊ quoting Britney.
- Millenium Fight 2000 has an accidental one. Apparently, while downloading material from Napster the composer got an audio clip from a 1987 commercial for Kaiser beer dropped in at one point. The composer had no idea what it was about, but decided it would fit in Ryu's stage theme and the Options theme, creating one of the most bizarre moments ever heard in a video game menu. And later the phrase showed up in DJ Max Portable 3 as well!"Kaiser: uma grande cerveja. A cerveja dos momentos felizes."Translation
- The first game has special stage openings hearkening back to the early day of the first KOF games ('94-'97 specifically).
- One of Yun's victory screen quotes is a direct Call-Back to the opening lyrics of Street Fighter III: Third Strike's' intro theme:"Prepare for the battle, prepare for the war!"
- One of Ryu's victory screen quotes is "What strength! I won't forget that there are many guys like you all over the world!"
- King's normal intro has her kick her hat away. Her pose prior to the kick is very reminiscent of Michael Jackson.
- One of Balrog's victory quotes is "Your mama said to knock you out!!"
- The protagonists of the first game are called Shin (boy) and Kei (girl) on SNK side, and Cap (boy) and Comet (girl) on Capcom side. These names are references to the names of the companies: Shin is for Shin Nihon Kikaku, the complete name of SNK, and Kei is for the K in the initials; as well Cap and Comet are references for Capcom's name. They also appear as card fighters in the second game.
- In the second game, Shin and Kei revealed they're part of C.O.F. (Circle of Fighters), a secret card fighter club. In the case of Cap and Comet, he managed to rise to the position of president of Vs. Entertainment Inc. and her sister helps him, also revealed their last name is "Com" (being the boy "Cap Com.")
- G-Mantle appears in all the games inspiring card fighters in the first two games ("The Mask" in the first one and "Neomantle", "Robomantle" and "G-Lady" in the second one), and himself being a card fighter in DS.
- In the first game, a lot of Real Life persons appear as NPCs as well card fighters in the game, mostly famous seiyuu as well developers and designers from both companies, usually known for their first or last names in the games. Saying this, you can meet or fight against Harumi Ikoma, Shinji Mikami, Akiman, Yuri Amano and Eiji Shiroi.
- In the first game, a girl in Joy Joy is planning on adopting a dog and naming him Poppy or Rush.
- Also in the first game, a character in SC Park named Yagyu is clearly a reference to Jubei Yagyu, most possibly to his present incarnation from Yagyu Life Theatre.
- The game features a few intermission screen hijinks when played on a monochrome Neo Geo Pocket, such as Alex and K' staring each other down (both characters took protagonist duties from Ryu and Kyo, respectively) and Shermie cosplaying as Morrigan, who in turn cosplays as M. Bison (a nod to how Morrigan regularly wills the bats that make her clothing to change their appearance during her win poses). There are also cameos from other characters who didn't make it in, such as King and Chizuru from King of Fighters, Xiangfei from Fatal Fury, Lilith from Darkstalkers and Kaede from The Last Blade.
- Dan's version of his Legendary Taunt here◊ includes Dan cribbing off of Ryo's ki-gathering stance in Art of Fighting and earlier KOF titles as well as Kyo's win poses and Sakura's taunt (finger point and childish giggle for the latter, blowing away the flame on his index finger for the former). He also gains the Gadou Shou Kou Ken (a Gadouken-ranged Haoh Sho Koh Ken) as a Level 2 version of his Shinku Gadouken (this move would be featured again in SVC Chaos and later become his Haoh Gadoken Ultra in SSFIV).
- Athena has a special victory quote against M. Bison. Why? Because both characters use Psycho Power."Psycho Power's not for evil!"
- If you beat an Olympic event with Ryu and check the records screen later, you'll see that the picture shows a podium with Bison on the second place, Sagat on the third and the first position vacated — just like in Ryu's ending in Street Fighter II, where he simply abandons the award ceremonies to search for the next fight.
- In Felicia's ending, she talks about other friends she can make, referring to other Dance Battlers from both companies:I wish I'd find more friends...
Someone to dance against would be nice.
A reggae guy (Dee Jay) would be the best... Boogie!
Like that guy with the mohawk and ducklings! (Duck King)
But Capoeiranote guy can dance well, too. (most likely Bob Wilson, as his master Richard Meyer wasn't an active character at the timenote )
A kabuki guy (Kyoshiro) would be nice.
- In Ken's ending, Terry says "Until we meet again" before he leaves, and Ken wonders about how that sounds familiar. This is because these were the same parting words he and Ryu exchanged in Street Fighter II: The Animated Movie.
- When Ryu is fighting Tessa, he makes reference to a fortune teller he met in Genoa.note
- Violent Ken is based off Sennou Ken, the brainwashed Ken from Street Fighter II: The Animated Movie who was subjected to experiments by Bison that implanted a large amount of Psycho Power into his body to turn Ken into a violent and subservient killer. The difference here is that Violent Ken is heavily implied to draw his power from the Orochi power, as evidenced by the pillar of energy with a skull in it that appears at the end of his Shinbu Messatsu Exceed.
- Her ending has her mentioning her resignation and how she'd start her life as a normal woman, a nod to her ending in SFII. But then the Mad Gear start attacking the city... Yeah, she just can't get a break.
- During her pre-fight intro against Dan, she responds to his comment about this being war with "War? What is it good for?"
- One of Mai's win quotes is "Float like a butterfly, sting like a bee. Ali learned that from the Shiranui!"
- Iori apparently is a closet Shakespeare fan, judging by how he quotes Much Ado About Nothing when facing Chun-Li."If you wish not to die, Get Thee to a Nunnery."
- In both of Dan's endings, he begins instructing the denizens of Heaven/Hell in the ways of Saikyo. From Alpha 2 onward, Dan set up his own Saikyo school, whose teachings even bled over into the Rival Schools verse.
- Capcom wasn't afraid to poke fun at SNK in their games, but SNK continues the trend further... and uses Dan to parody themselves even more. His Legendary Taunt incorporates even more of Yuri's mannerisms◊ (including her "Kochi kochi!" bunny ears-rump slap taunt), Dan confuses Takuma/Mr. Karate for his father Go (the joke here is that when Go's facial features are shown, he has an elongated nose meant to parody Mr. Karate's tengu mask), he's repeatedly mistaken for Robert Garcia (even by himself!), and adds the Kyuukyoku Tenchi Gadou Zuki (a parody of Ryo's Tenchi Haou Ken, complete with the "Ichigeki Hissatsu!" yell, which hits so hard that Dan has to mend his hand after the strike) to his repertoire alongside the returning Gadou Shou Koh Ken.
- In Balrog's ending he becomes the leader of Shadaloo and is seen wearing a variant of Bison's garb. This is a Visual Pun, as, in Japan, Balrog is M. Bison.
- When Zero is about to face one of the bosses or sub-bosses, the Boss Warning Siren from Mega Man Zero will sound, complete with the same "Warning" overlay flashing across the screen.
- Plenty of Demitri's Midnight Blisses are Shout-Outs or Mythology Gags:
- Ryo Sakazaki's MB is a Palette Swap of his sister Yuri.
- Shiki's MB is her Bust/"Half-Shaded" form in Asura Zanmaden.
- Orochi Iori's MB is Miss X, from SNK Gals Fighters.
- Ken and Violent Ken's MBs are his wife Eliza (the difference being that MB!Violent Ken has dishevelled hair, a red dress - regular Ken is given a white one - and a slightly evil look in her eyes).
- Chun-Li's MB is her movie self.
- When being absorbed, Hugo's form resembles Roxy.
- Zero's MB is him as a female model Reploid, and looking similar like Ciel.
- Kyo's MB is Kyoko, a female Kyo cosplayer who was the original design for the character that would later become Shingo Yabuki, and who also cameoed as his Another Striker in King of Fighters 2000.
- Dan's MB is his sister from his ending in Marvel Super Heroes vs. Street Fighter.
- In a Mirror Match, said MB is a Palette Swap of Morrigan (only with his trademark pointed upwards hair).
- Tessa's Midnight Bliss form is Sakura.
- When beaten by the Red Arremer, each character becomes a different kind of monster, most of them either taken from Japanese mythology or Ghosts 'n Goblins:
- Balrog turns into an imp with boxing gloves.
- Chun-Li turns into a jiang shi.
- Dan, being the eternal Butt-Monkey that he is, doesn't even have a demon form and stays as himself.
- Dhalsim turns into a skeleton wearing blue robes and taking up his stance.
- Earthquake turns into a Big Red Devil.
- Genjuro turns into a kamaitachi.
- Guile turns into a Kappa with an American flag tattoo.
- Hugo turns into a Unicorn from GnG.
- Kasumi turns into a Karakasa with a coloration resembling her outfit.
- Kyo turns into a hitotsume-kozo wearing his outfit and a pair of geta instead of his normal shoes and a pair of Hitodama Light hovering next to him.
- Ken turns into a Kitsune, while Violent Ken turns into a Grim Reaper.
- M.Bison, as the Card-Carrying Villain he is, transforms into a burly muscled out Red Arremer, and proudly dons his hat as a new legionarre of Hell.
- Mai turns into a futakuchi-onna.
- Mr. Karate turns into, as is fitting considering his mask, an actual Tengu: the normal version has no major differences beyond his outfit while his Serious version wears stilt-getas and has a fan.
- Ryu turns into a nue.
- Sagat and regular Akuma turn into generic Onis.
- Shiki is, disturbingly enough, turned into Gandara from Samurai Shodown 64.
- Shin Akuma turns into (an?) Ashura.
- Terry is turned into a werewolf, referencing to his "Hungry Wolf" epithet from way back in Fatal Fury. It's also a Title Drop. The Japanese title for Fatal Fury is Garou Densetsu. Translated to English, it'd be "Legend of the Hungry Wolf/Wolves."
- Vega turns into one of the floating knight enemies from GnG, with his mask as its shield.
- Zero turns into one of the Mimic enemies from GnG.
- Getting beaten by Athena turns each character into an animal. Some of the more amusing/noteworthy ones include:
- Ryu turning into a wild boar with his headband. Along with how the animal is more proudly analagous to the samurai in Japan, it's also an in joke of how he'll eat anything and is admittedly chargingly head on one track minded.
- Mai turning into a cow with her tassel as its tail, probably as a parallel between boobs/udders.
- Guile turning into a rooster with its crest replaced with his Anime Hair.
- Choi turning into a chimpanzee but retaining his head.
- Zero turning into a fox with his helmet.
- Chun-Li turning into an ostrich with her hairbuns, poking fun at her legs.
- Tessa turning into a penguin, as a nod to her ending in Pocket Fighter/Super Gem Fighter: Mini Mix and her curse while fighting against Scion in Red Earth.
- Sagat turning into an overly-muscled tiger.
- Shin Akuma turning into a shiisaa.
- Balrog turning into a bison, a joke that is Lost in Translation.
- Dhalsim turning into one of the elephants in his stage from Street Fighter II.
- A lot of people refer to Mega Crash as something similar to Burst from Guilty Gear... when in reality it is actually from Pocket Fighter. It has the same effect of freeing the character from any form of attack or combo and has the same cost of two levels. However, while in Tatsunoko vs. Capcom it reduces the point character's yellow health to red, in Pocket Fighter the character loses all of their gems.
- The entire art style of Tatsunoko vs. Capcom is one big nod to traditional Japanese cel animation.
- The characters have thick, inked black outlines and block shading while the backgrounds are rendered in a more traditional, non-cel-shaded approach. This was due to the nature of cel animation having hand-painted backgrounds that often contrasted the characters with thick outlines and blocky colors.
- Baroque, Variable Counter and Variable Air Raid all have the characters glow bright colors in a technique that mimics the animation technique of masquing wherein the black ink drawing would be overlayed onto a moving background (think Sailor Moon's transformation sequence).
- The intro of Ultimate All-Stars features a clip of Ryu switching to Soki when using a Delayed Hyper Cancellation. When this occurs, there's a Juxtaposed Halves Shot of Ryu and Soki's faces. This is a call back to a special Variable Combination you could use in Marvel vs. Capcom known as the Duo Team Attack where you briefly controlled both characters and could infinitely use their Hypers for a set period of time. Everything is the same, right down to the "face-merger." As a footnote, the background for Hyper Combos in TvC has a strong resemblance to the one used in MvC1.
- When you face Yami's third form, "The Sun Rises" starts playing. This is a reference to the last battle in Ōkami.
- Batsu's victory quote against Ryu is a reference to Hideo's fighting style, which is almost a carbon-copy of Ryu's:"Hmm... That's the Shimazu-style karate, isn't it? Seems like everyone's using that these days."
"Bad guys sure like wearing skin-tight clothes, don't they? Not that I really pay attention."
- His victory quote against Doronjo is a reference to his own series, as the main villain of Project Justice, Kurow, also wore skin-tight clothing:
"I... I can't take it anymore! I absolutely hate dogs! Sorry, but I've got to get out of here!"
- His victory quote against Casshern references his Rival Schools backstory, where a dog bit him:
"I've faced down opponents' swords before. Don't think you can scare me with your samurai act."
- His victory quote against Kaijin No Soki can be a double reference to fellow Rival Schools characters Hayato Nekketsu and Hyo Imawano:
- Batsu and Casshan share a move, the Shooting Star Kick. It could be inferred that the developers of Rival Schools were fans of Casshern.
- Casshern/Casshan's winquotes against Zero and Roll are references to his own series's ambiance:"A world where humans and robots live in harmony? I find that hard to believe...""Humans and robots... living together in peace? I'm not against it, but it's unlikely to happen."
- If you break the stage in Uncharted Region of China, you will float down a river. If you float long enough you see a cage with chickens it. There is also a man with a bicycle on the bridge. These are both references to Chun-Li's stage in Street Fighter II.
- When Ryu fights Chun-Li, he says "It's been a while..."
- Morrigan summons Lilith in her Level 3 Hyper, the ever-present Darkness Illusion, similar to Pocket Fighter. Her 4th color is also a darker version of Lilith's colors.
- Viewtiful Joe is the only character with a secret second taunt, a reference to his flamboyant personality and cockiness from the games. He can also end his Level 3 Hyper with three different poses, referencing his Viewtiful Forever move from his games and its wide array of poses.
"If Casshan can't do it, who can?" Are you kidding me? That's an easy one! The answer is yours truly, Viewtiful Joe!"
- Viewtiful Joe is also an amalgamation of several Japanese superheroes. Among them are Casshan (his visor/helmet) and Gatchaman (the V-Watch).
- He has many of the items/skills he can acquire from his games: the Voomerang, Shocking Pink bombs, Red Hot Kick (including the "flaming" version), the Mach Speed's fast forward and burning effect, and the Slow and Dodge techniques. His jumping H attack is also a reference to the "Zoom + Kick" effect.
- His Desperado Hyper Combo, reused for MvC3, despite incorporating Six Machine's Six Cannon form, is named for a special attack of Silvia's that she can purchase in Viewtiful Joe 2. Joe's throws, the Yama Arashi/"Judo Throw!", also come from VJ2.
- Part of Joe's victory quote against Casshan is a reference to Neo-Human Casshern's 70's opening (prepare your ears!). It's also something of a Call-Back to the opening from the first Viewtiful Joe:
- One of his alternate costumes is a yellow. In Viewtiful Joe Joe says the winner of the boss fight between Another Joe and himself with have to change into a yellow outfit.
- Yatterman has This Week's Surprise Robots! as his Level 3 Hyper. The robots in question are from the first time the Surprise Mini-Mechs were ever used in the '70s show.
- One of Doronjo's alternate color mimics Berg Katse.
- Frank West's "Real Mega Buster" is a nod to the two Mega Busters in Dead Rising — the fake one shooting toy pellets, and the real one note shooting actual energy blasts. And if that wasn't enough, the fact that it has been turned into a laser beam parallels the Shinku Hadouken being buffed up from a big Hadouken in Street Fighter canon to an actual Kamehame Hadoken in the games.
"Taiyo High School, huh? Didn't they have a lot of problems with fighting awhile ago? How are things now?"
- Intentional or not, one of Frank's palettes makes him look a lot like fellow zombie ass-kicker Nick.
- His winquote against Batsu references the amount of time between the first Rival Schools game and the first Dead Rising game:
- Gold Lightan's ending in CGoH is a reference to Shin Akuma's ending in Capcom Fighting Evolution. His ending in UAS, dialogue aside, mimics Ryu's ending in the original Street Fighter II, right down to spoofing Ryu's "walking into the sunset" scene.
- Ippatsuman's victory quote against Doronjo is about him being reminded of certain people. They are Mun-Mun, Kosuinen, and Kyokanchin, expies of the Doronbo Gang in Gyakuten Ippatsuman.
- These videos from the official blog poke fun at Joe the Condor. One of them is a reference to Gatchaman where Ken never ever lets Joe push the Big Red Button of the God Phoenix to launch the Bird Missile.
- Jun the Swan's ending lets you pick a choice on the outcome of her ending. This is a homage to Chun-Li's original ending in Street Fighter II, which was also done in Thanos's ending in Marvel Super Heroes.
- MegaMan Volnutt's Machine Gun Sweep has 41 hits. There are 41 Servbots as of Mega Man Legends 2.
- PTX-40A's unknown pilot refers to the V.S. as "Ivan", its original codename from Lost Planet.
- Roll's victory quote says that Alex is "more like Hard Man than Guts Man," and that Viewtiful Joe is a "Quick Man cosplayer."
- When Roll jumps into the air, she covers her dress and says "Ecchi!" which means "perverted!" — this is a reference to her Marvel vs. Capcom appearances, where she said the same thing.
- Roll also invites Casshan and Friender to come visit Mega Man and Rush (Mega Man and Rush were directly inspired by Casshern, Friender and Astro Boy).
- The moment her HP is depleted, she bursts into globes of light, just like in her source series.
- When she fights Mega Man Volnutt she expresses surprise that he shares names with her "big brother".
- Saki's fourth alternate color is reminiscent of Rei Ayanami's outfit. Her 2nd and 3rd colors also mimic Asuka and Mari. Tatsunoko Production was heavily involved in the production of the original Neon Genesis Evangelion.
- One of Tekkaman Blade's alternate colors give him Tekkaman Evil's color scheme.
- His Blaster/Blastor Mode Voltekka Level 3 (should the initial shockwave connect) shows Blade's Tek-set system crystal shattering right before he fires. Early on in the anime, Blade's crystal was broken and Takaya/D-Boy subsequently needed to rely on Pegas in order to transform into Blade, although said crystal was mysteriously regenerated in Tekkaman Blade II without explanation. The entire sequence is the same as when Blade first used the Blastor Voltekka, shattered crystal and all.
- When Tekkaman Blade faces the original Tekkaman, he says "Tekkaman? Is that so?!"
- Yatterman-2's Hyper Move Omotchama's Roll summons Omotchama, the small dice robot of Yatterman. Omotchama stays on screen for some time, attacking enemies with a varying random attack for five times. The random attacks? They're from E. Honda, including the headbutt, butt slam, and hundred handslap. He even says "Dosukoi!" when he headbutts or body slam the enemy.
- Zero's Level 3 Hyper attack has him using Dark Hold to freeze time, and then turning his saber into a large, triangular blade, akin to the one used by his Zero self.
- One of his alternate colors is his Black Armor and another is the color scheme of X. His fourth color most likely is modeled after Nightmare Zero from X6.
- The moment his HP is depleted, he bursts into globes of light, just like in his source series.
- In addition to his standard 3-hit combo and his Z-Buster, most of Zero's moves are taken from the special abilities he learned from Mavericks since his playable inclusion in X4: Kuuenzan, Ryuenjin, Hienkyaku, and Shippuuga from X4, Dark Hold and Sougenmu from X5, Sentsuizan and Rekkoha from X6, and Hadangeki from X7.
- This also makes him have attacks from every main series game he was playable in, except X8 (which would be added in Marvel vs. Capcom 3 with a modified version of Raikousen; see above).
- His fighting stance is evocative of the stance he gains X6 (Zero was given a different posture and attack sprites in that game, as opposed to X, who kept his sprites from X4 and X5).
- The Charade mooks use Cassandra's style, despite there being no reference to Cassandra in the game otherwise. Thankfully, this was pre-Soulcalibur IV, or else they'd be humiliating you with an extraordinarily girly Critical Finish.
- Reiji Arisu and Xiaomu are based on Kyosuke Nanbu and Excellen Browning. They would later meet a second set of expies based on them in that saga.
- Tron Bonne and Strider Hiryu's supers and Captain Commando's Multiple Assaults reuse the super background from MvC2.
- Pay close attention and you'll notice that the weapons Hsien-Ko summons in her joint Multiple Assault with Regina, Fong Ling and Bruce are all weapons found in Resisdent Evil Dead Aim and Dino Crisis. Of particular note is the last weapon Bruce uses in the attack: it's the very weapon used to seriously injure Dead Aim's Big Bad.
- Merchant Sylphie's movelist is chock-full of references to old Capcom games, including Trojan, Commando, GunSmoke, Bionic Commando and Pirate Ship Higemaru. Her finisher has her cosplay as four Capcom characters: Makoto, Mai-Ling, Lt. Linn Kurosawa, and Michelle Heart.
- Both Unknown Soldiers from Forgotten Worlds are assisted by the side arms from Shoot 'em Up Side Arms: Hyper Dyne. In their Multiple Assault with Sylphie, the two Mobilsuits will combine into one unit, just like a power-up would do for the players in co-op play.
- Guy and Sho/Ginzu being a Tag Team is a reference to both being users of Bushin-Ryu Ninjitsu in their respective games (Sho/Ginzu, in fact, is a successor of the style, and Captain Commando takes place in a futuristic Metro City, the locale of the Final Fight series).
- During Felicia, King, and Armor King's Multiple Assault, Felicia calls for the two Kings to beat up on enemies much like her Please, Help Me! super in the Darkstalkers series.
- Ryu and Ken's Multiple Assault is the Double Shoryuken, which was originally their Meteor Tag Combo back in Street Fighter EX3.
- The game itself reuses the term Super Arts for the Super Combos of both sides.
- Heihachi literally Turns Red when he activates Pandora Mode in a manner not unlike Makoto's Tanden Renki.
- King's Mexican Magma Drive Super Art has him performing a German Suplex, Powerbomb and a Sharpshooter (otherwise known as the Scorpion Death Lock.) An alternate finisher to the sequence is the Muscle Buster.
- Ibuki and Rolento being partners may have something to do with Ibuki's incarnation in Pocket Fighter/Super Gem Fighter. In said game, the fighters dressed differently for each special attack, often dressed as other Capcom characters; Ibuki dressed as Rolento for her aerial Kunai attack and Kasumi Suzaku Super, the same way Rolento is known for throwing grenades in mid-air since Final Fight. Also, on the English voice setting, Ibuki's Pandora activation quote is "I can't control it!" which is what Jean Grey says upon transforming into Dark Phoenix in Marvel vs. Capcom 3.
- Sagat and Dhalsim being partners has to do with the not-canon but official UDON comics, in which Dhalsim helps Sagat to train in order to gain better control over himself and his emotions after losing to Ryu.
- The Mad Gear Hideout Stage has a sign with Japanese writing above the stage... which just happens to be the mangled, nonsensical translation Sodom proposed to the other gang members in his Street Fighter Alpha ending. Doubles as a Mythology Gag.
- The Tutorial Mode has a blatantly obvious one when Dan Hibiki says this gem...◊
- Bison drops multiple references to the infamous first Street Fighter movie and at least one to the equally infamous animated series.Bison's taunt: "For me, it was a Tuesday."Bison vs. Blanka: "I have done many things, but I'm certainly not responsible for creating something as ridiculous as you."Bison vs. Chun-Li: "All you women ever do is whine! I killed my father too, and you don't see me crying about it!"Bison vs. Guile: "What's the matter, Guile? Came here expecting to fight a mere mortal? Bison is far beyond you!"Bison vs. Hugo: "Bwa ha ha ha! I can hear the sound of your bones breaking! Yes! This is delicious!"
- Guile and Abel make a reference to a certain live-action movie in their arcade mode dialogue.Guile: "It won't be easy. Bison's sneaky enough that he can walk through raindrops."Abel: "Ah, I see. Actually... no, I don't. Walks through the raindrops? What does that even mean?"
- Sometimes when tagging in, Ken will say "Time to unleash the beast!"
- In Bryan and JACK-X's rival dialogue, JACK-X scans Guy and Cody and states that their Power Level is "over nine thousand," a reference to a popular Internet meme.
- When using Cross Assault with Mega Man, the Mega Man 2 title theme starts playing.
"You're such a ravishing star in the sky of battle... I wish I could be that dashing."
- Also, for Tekken characters, the Tekken 3 theme plays. For Street Fighter characters, the Street Fighter II title theme plays. For mixed teams, a brief remix of the main menu theme plays.
- Cross Assault itself is a homage to Marvel vs. Capcom's Duo Team Attack and Street Fighter EX3's Critical Parade, although Cross Assault only allows for the player to control both character for a short period of time, not an infinite use of Supers.
- Mega Man refers to Dudley's title from Super Street Fighter IV in his win quote against him:
- Rolento's taunt...Rolento: "Soldiers! What is half the battle?"
- Ibuki's win quote against Lili (which dealt with harakiri being outdated in the Japanese version):Ibuki: "Forehead protector? I don't need one of those... Maybe you should stop watching anime..."
- Lili's Pandora activation phrase (originally "Nandemo dekisou desu wa!" ~ "I feel like I can do anything!") is translated to "I feel fantastic!", which may be a reference to a line from the song "Still Alive" from Portal, or this memetic video.
- Kuro's win quote against Vega:
- Elena's prologue mentions a sacred tree. This (mind the pun) has its roots in a manga adaptation of Street Fighter III (Street Fighter III: Final), where Ryu briefly communicates with Elena via said tree after being temporarily knocked out by Dudley. To twist the knife further, Dudley just so happens to be Elena's partner in the game.
- If Sakura defeats Lili, her win quote has her comment on how Lili reminds her of a friend, referencing the common perception of Asuka and Lili being Sakura and Karin's Alternate Company Equivalents.
- York looks an awful lot like Matt.
- Lazarus to Winfield right down to his Japanese voice actor (Masayuki Kato), his hot springs peeking tendencies, his weapon of choice, and his level up quote.
- In the postgame, dialogue after the battle with Jedah has the Darkstalkers crew utterly wreck the fourth wall to comment on how Demitri lost the status of protagonist in his home series.
- The scene is like something straight out of Disgaea... which is one of the series that Cross Edge includes.