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Video Game / Marvel Ultimate Alliance

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Marvel Ultimate Alliance is an Action RPG series published by Activision and developed by Raven Software and Vicarious Visions, starring many of Marvel's most popular superheroes and supervillains. A spiritual successor of sorts to the X-Men Legends series (arguably a sequel to the second, but the first is in a continuity of its own), which was also developed by Raven. The first one was released in 2006 and took you through a tour of the Marvel Universe trying to stop Doctor Doom and his Masters of Evil.

The sequel was released in 2009, developed solely by Vicarious Visions (due to Raven opting to do the X-Men Origins: Wolverine tie-in game on their own at the same time), is based on the Secret War and Civil War events before eventually splitting off into an original plotline altogether. The heroes are split into pro-Registration and anti-Registration as the plot progresses and the player's decisions will affect the ending as well as which characters they can choose.

Both games had versions released on the PlayStation 2, PlayStation 3, Xbox 360, Nintendo Wii, Nintendo DS, and PlayStation Portable. All versions of the first game were essentially the exact same game apart from graphics and exclusive characters (which is proven by the PC port, which allowed for switching between both sets of graphics on the fly as well as game modding). The differences between versions of the second game are more drastic; the Xbox 360 and PS3 versions were made from scratch whereas the Wii, PS2, and PSP versions are more or less a Mission-Pack Sequel.

Both games received ports for the PlayStation 4 and Xbox One in 2016, and the Xbox 360 versions' DLC was added to the game for free. The second game was also ported over to PC, marking the first time that it's ever been made available on the format.

A third game, titled Marvel Ultimate Alliance 3: The Black Order, was announced exclusively for Nintendo Switch at The Game Awards 2018. This new entry features a cosmic-based plot that sees The Avengers, X-Men and the Guardians of the Galaxy (among others) teaming up to take down Thanos' titular squad. This installment was developed by Team Ninja and published by Nintendo.

    Playable Characters 
Marvel Ultimate Alliance 1

Marvel Ultimate Alliance 2

  • Captain America
  • Daredevil
  • Deadpool
  • Gambit
  • Green Goblin
  • Hulk
  • Human Torch
  • Iceman
  • Invisible Woman
  • Iron Man
  • Jean Grey
  • Luke Cage
  • Mr. Fantastic
  • Ms. Marvel
  • Nanite Nick Fury
  • Penance
  • Songbird
  • Spider-Man
  • Storm
  • Thing
  • Thor
  • Venom (Mac Gargan)
  • Wolverine
  • Iron Fist (exclusive to the PS3 and Xbox 360 versions)
  • Blade (exclusive to the Wii and PS2 versions)
  • Cyclops (exclusive to the Wii and PS2 versions)
  • Psylocke (initially exclusive to the Wii and PS2 versions, then released as DLC for the PS3 and Xbox 360 versions)
  • Black Panther (DLC for the PS3 and Xbox 360 versions)
  • Cable (DLC for the PS3 and Xbox 360 versions)
  • Carnage (Cletus Kasady, DLC for the PS3 and Xbox 360 versions)
  • Juggernaut (DLC for the PS3 and Xbox 360 versions)
  • Magneto (DLC for the PS3 and Xbox 360 versions)
  • The Sentry (exclusive to the Nintendo DS version)
  • She-Hulk (exclusive to the Nintendo DS version)

Not to Be Confused with Marvel: Avengers Alliance.

This series contains examples of:

  • Aborted Arc:
    • The reveal that Black Widow was a triple agent (similarly to her Ultimates' counterpart) in The Stinger is not addressed in the sequel.
    • A Post-Credit Scene had Galactus vowing revenge against Earth's heroes for interfering in his destruction of the Skrull homeworld. All that came out of that was a short mention in one dialogue exchange, about how there was a great battle between Galactus and Earth's heroes between the games...but they're not going to say anything about what happened.
    • The second game made subtle foreshadowing towards a Secret Invasion adaptation in a possible sequel during news reels who references the Skrulls and paranoia about people being secretly replaced.
  • Action Girl: Is she a female playable character? Then she's an Action Girl. This applies to a lot of NPCs as well. For the record, Storm, Ms. Marvel, Elektra, Invisible Woman, Spider-Woman, Songbird, Jean Grey, and Psylocke are playable characters in one or both of the games; plus Black Widow and She-Hulk in the portable versions. The third game also adds several new ones, but we have a separate page for that.
  • Adaptation Distillation: MUA 2 is this for the Civil War, faithfully recounting the essential moments of the storyline until the game's original endgame kicks in.
  • Adaptation Explanation Extrication: The Secret War's supplemental material reveals that the President was planning on blackmailing Lucias von Bardas with evidence of her dirty dealings to get her to cooperate with the U.S. This part was left out of the game, making the president come off as an idiot.
  • Adaptational Villainy:
    • In the comics, Bucky Barnes was brainwashed and mindwiped during his time as the Winter Soldier, and once he broke free and had his memories restored, he returned to being an ally of Captain America. Here, it's implied through his dialogue with Cap that he still retains his memories, is resentful of Steve, and is serving on the Masters of Evil on his own free will.
    • The Stinger of the first game reveals that much like The Ultimates, Black Widow really is a mole. The sequel went nowhere with this.
  • Adventure Duo: The DLC for the second game created a team bonus for Best Friends? (Cable and Deadpool, Spider-Man and Venom).
  • All Your Powers Combined: The final boss of the second game, Nanite Nick Fury, has access to the abilities of those infected by the Fold. He makes much use of a bunch of them. When unlocked as a playable character, he only uses four of them: Electro, Spider-Woman, A-Bomb, and Firestar.
  • Amazon Brigade: Any all-female team gains the Femme Fatale bonus.
  • Amazon Chaser: Weasel has a crush on Valkyrie, who doesn't return the affections.
  • Amusement Park of Doom: Murderworld.
  • Another Side, Another Story: In the second game, you can choose to go Pro-Registration or Anti-Registration for the second act, with both sides having their own unique stages, bosses, and interactable characters.
  • Apocalypse How: Doom's misuse of Odin's power threatens universal physical annihilation.
  • An Arm and a Leg: While reversed along with the other damage Doom wreaked with Odin's power, during the cutscene showing the heroes who fell to Doom, Colossus is shown to be missing his right hand and a good chunk of his leg below the knee.
  • Anti-Frustration Features: An improvement over X-Men Legends, health and energy bars are visible on all the icons of party members, not just your currently selected character.
  • Artificial Stupidity: The A.I. of the games leaves a lot to be desired. Some of the notable things that they do include the following:
    • No, Captain America, you can't fly. Stop trying to follow Iron Man across the Bottomless Pit.
    • "The villains are throwing bombs! Let's not make an attempt to avoid them! Durrrrr..."
    • Stop knocking the demons off the altar, stupid CPU players! They only die permanently if you kill them on the altar!
    • Stop killing the exploding bugs, dammit! We need them to rig the teleporter!
    • Special mention goes to Dum Dum Dugan in Spider-Man's simulator mission from the first game, where you're tasked with protecting him. If he dies, the mission is a failure, and you need to start over again from the beginning. He can barely hold his own in a fight, either against Scorpion (the mission boss) or the AIM soldiers that infest the level, yet he runs into battle alongside Spidey and gets his ass handed to him from several angles at once. And to cap it all whenever you manage to take off a quarter of Scorpion's health, Dugan gets grabbed by an AIM goon and held still for a heavy object to drop on his head, which only you can save him from (naturally using randomised Quicktime Event button-presses). One last time: if Dugan dies, you do the WHOLE mission over again.
  • Ascended Meme: One of Juggernaut's Heroic Deed Boosts is called "Know Who I Am", a possible reference to the "I'm the Juggernaut, bitch!" meme.
  • Assimilation Plot: In the second game, the nanites that S.H.I.E.L.D. forces were using to control supervillains launch one after their AI gains sentience, forcing the Pro-Reg and Anti-Reg heroes to reunite to stop it.
  • Assist Character: The GBA version of the first game features "Strikers", heroes who aren't playable but can be selected as a teammate to drop in and launch an attack. In particular, Jean Grey, Namor, and The Vision are possible Strikers that aren't available in any other version of the game.
  • Attack of the 50-Foot Whatever: The battles against Kraken, Ultimo, Galactus, Fin Fang Foom, Arcade (in a giant power suit), and Ymir in 1, and the Goliath/Yellowjacket battle in 2.
  • Authority Equals Asskicking: Doctor Doom. Black Panther. Namor. Lilandra. Von Bardas. If Black Panther is your main character during the boss fight with Doom, then you will literally have two heads of state, fighting each other with the power of Odin. Also, Black Panther makes use of this to convince Namor to let the team help out in Atlantis, saying that he would do the same if it was Wakanda under attack.
  • Badass Bookworm/Genius Bruiser: The Think Tank team bonus (The Hulk, Green Goblin, Mr. Fantastic, Spider-Man, or Iron Man) and the Master Minds (Mr. Fantastic, Nick Fury, Iron Man, Spider-Man). For that matter, Mr. Fantastic in general. His Fantastic Fists boost is practically a Game-Breaker. When fully leveled up, it causes him to get critical hits almost 100% of the time. It's only supposed to affect his basic melee attacks, but it's glitched so that it affects all of his attacks. It can also combine with other damage multipliers, creating some hilariously short boss battles (i.e. the boss is KO'd before the attack animations finish).
  • Badass Bystander: During Loki's raid on Asgard in the first game, a random nameless and totally inconsequential Asgardian gate guard, upon seeing that he is totally outnumbered and faced with an enormous wave of super soldiers, does what any good Asgardian would do. Run in screaming with his weapon drawn and absolutely no hesitation. He even manages to take out six or seven of the hulking brutes with a single charge.
  • Badass Normal: Nick Fury in the first game. Not so much in the second. Also, Iron Man, Hawkeye, and Elektra.
  • Base on Wheels: The Omega Base.
  • Battle Couple: One team bonus is called Double Date (Mr. Fantastic and Invisible Woman, Storm and Black Panther). Oddly, Daredevil and Elektra didn't make the cut.
  • Big Bad: Doctor Doom in the first game, and the Tinkerer, the mastermind behind the Fold nanomachine network in the second game.
  • Blatant Lies: In the first game, Black Widow claims that the nanites at the Atlantis outpost will let you move though the water as if you were on dry land.
  • Boss-Altering Consequence: When exploring Mephisto's realm, the player comes across Nightcrawler and Jean Grey, trapped in cages. A Sadistic Choice is given - whichever one the player chooses to free, the other one will be dropped and killed, and the player has to do so in order to continue the game (except if Magneto's in your party). Later, when fighting Mephisto himself, he will resurrect the mutant that died, and as they're under his control, you'll have to fight them alongside him.
  • Boss Rush: The Insidious Alliance Sim Mission in the second game is one of these, pitting you against numerous bosses within a strict time limit, ending with Carnage.
  • Bragging Rights Reward: Nick Fury: since he's unlocked by completing the main story in both games, there isn't really much else to use him on besides simulator missions and playing the story again.
  • Brainwashed and Crazy: In MUA 1, Medusa and all the non-playable X-Men you encounter (except for Colossus and possibly Cyclops).
  • Breaking the Fourth Wall: Deadpool, of course.
    • In fact, during the credits of the first game, Deadpool visits the developer and complains about how he isn't stronger than everyone else. In response the developer further nerfs him and threatens to make him DLC. The irony being that despite his complaining, Deadpool actually is one of the best characters in the game.
    • At one point in the second game, you can have a conversation with She-Hulk where you ask her about the "strange non-sequitur jokes" she used to make. Shulkie says that she leaves most of those to Deadpool, as it makes him happy. (Before DP, She-Hulk was the main fourth wall demolisher in the MU.)
    • Cameoing as a Senator Lieber, Stan Lee is questioned by a suspicious Deadpool, who says he knows him from somewhere. If you access the character files, Nick Fury says the same thing, and is infuriated that he cannot place what the anomaly is.
  • Boss Subtitles: All the bosses in the sequel get one. In this case, it's simply their name appearing.
  • Calling Your Attacks: In the first game, when a character uses their Xtreme attack.
  • The Cameo: In both games, as expected. Special mention to the cutscene that plays prior to the final mission, that explains what has happened while the playable characters were off-planet - The remaining heroes of Earth have mounted an offense against Dr. Doom, but most have fallen and only Cyclops and a heavily mutilated Colossus are definitely still alive. Depicted in this scene are Charles Xavier, Magneto, Gambit, Shadowcat, Emma Frost, the aforementioned Colossus and Cyclops, and the Hulk (who is covered by shadow, except for his feet, due to licensing issues preventing the character being included in the main game).
    • Jubilee can be seen as one of the mutants waiting in line to receive the cure for the Legacy Virus in one of the chooseable ending stills (provided that you saved the computer terminal on the Omega Base).
    • Thanos also appears in the chooseable ending stills; whether or not he takes over the world all depends on if you freed Odin back at Castle Doom.
    • Mystique gets a mention in the chooseable endings as well. If you didn't save Nightcrawler, she will later sneak up on Professor X and, out of both grief and revenge, attack him so viciously that he falls into a coma. Xavier ultimately never makes it out of the coma, leading the X-Men to permanently disband.
  • Cassandra Truth: Happens to Nick Fury in MUA 2: due to both Captain America and Iron Man being too deep in their SRA conflict and a lack of evidence on Fury's part, he's unable to get their assistance regarding an apparent malfunction that caused the nanite-controlled villains to go berserk during the Chemical Plant battle. It's only after Fury is forced to make a Heroic Sacrifice (though he survived) that the two sides are finally willing to cooperate with each other, and by that point the nanites (now referred to as The Fold) have expanded into a worldwide problem.
  • Charged Attack: Several melee powers in the first game such as Luke Cage's Jab, Iron Man's Rocket Uppercut and Black Panther's Panther Claw can be charged up to deal more damage.
  • Cheesy Moon: In the second game, Hulk complains in his "Hulk-Ku" that the moon isn't actually made of cheese.
    Hulk: Stark send Hulk to space, but Hulk come back very mad! Moon not made of cheese!
  • Chest Blaster: Iron Man of course.
  • Combination Attack: The Fusion moves in MUA 2, replacing the Xtremes in MUA 1 and X-Men Legends.
  • Complaining About Rescues They Don't Like: If you find Senator Kelly in Murderworld, he'll do this. He has special dialogue if you're controlling Storm directly (par for the course, as the man's an anti-mutant politician), but he'll chew out every single hero who rescues you, mutant or not. Rescuing him causes him to throw mutants a bone in the good ending, though.
  • Composite Character: As with X-Men Legends, the first game more or less based every character on their classic Marvel Universe selves, but most of the playable characters are in the Ultimate Marvel costumes for defaults (with Spider-Man and Daredevil, it really didn't matter since they look the same in either universe) though a few like Nick Fury and Deadpool have their classic looks as default and their Ultimate costumes for alternate costumes. The second game drops this and just has everyone in their classic Marvel Universe threads for their default costumes, though some do have their Ultimate looks as alternate costumes.
  • Confusing Multiple Negatives: In the first game, Thing confuses himself. What he says and what he means are complete opposites.:
    Thing: "[The fact that beating up Rhino is fun (don't ask)] don't mean I wouldn't rather have a face that don't look like a gravel road".
  • Contractual Boss Immunity: Bosses are immune to stun, knockdown, and grabbing. Certain mooks are also immune to some of these, though stunning usually works. Averted with the Tinkerer in the sequel. Most every other boss is immune to Hulk's tackle attack but the Tinkerer isn't, leading to the hilarious image of a green muscle-bound monster tackling and punching out a feeble old man with no powers.
  • Create Your Own Villain: Lucia von Bardas, cyborg.
  • Creator Cameo: Senator Lieber in MUA 2 is very obviously Stan Lee. Deadpool lampshades it by asking if he's seen him somewhere before. Stan Lee's birth name is Stanley Lieber, natch.
  • Crisis Crossover: The playable cast includes not just the Avengers, but the X-Men, the Fantastic Four, and some notable heroes not usually belonging in groups. The villains all come from various places too.
  • Cutting Off the Branches: That fact that Jean Grey is a playable character in the sequel, means Nightcrawler was the canonical sacrifice in the first game. This ultimately means the X-Men will eventually disband, and Mystique will eventually murder Professor X. Also considering Senator Kelly didn't jump on the registration bandwagon, it means he was saved. Furthermore, since the West Coast of America wasn't destroyed by an asteroid, it's presumed that Lilandra was also saved. Or, alternatively, Jean Grey was the sacrifice but, as it said in the credits, she was revived as the Phoenix to take vengeance upon the people who chose her death - though maybe they were able to help her suppress the Phoenix's personality and bring Jean Grey back as herself. Supported in that the X-Men do not appear to be officially disbanded.
  • Death Faked for You: During the Chemical Plant battle in 2, your team is presumed dead by both sides of the conflict after Nick Fury fails to disarm one of the bombs, resulting in them being blown up and buried in rubble. Fury takes advantage of the commotion to retrieve them and get their help in investigating the malfunctioning nanites.
  • Dancing Mook Credits: In 2, one level ends for the anti-registration side, with a dancing robot, which is a mook for the Pro Registration side.
  • Deadpan Snarker: Spidey as usual, with Deadpool, Iceman, Luke Cage and Human Torch getting in on the action too. In MUA 2, you get a team bonus for putting Iceman, Spider-Man, Deadpool, The Thing, or Human Torch in a team together called "Shut Up Already".
  • Defeat Means Playable: Several for MUA 2:
    • Penance initially appears as a boss in the Prison area, but after being defeated, he decides to join your team on the basis that "everyone else is too busy fighting each other to watch out for innocents".
    • After being defeated and rid of the nanites, Venom (Mac Gargan) and the Green Goblin join your team.
    • Same goes for Deadpool as well, who shows up as the boss of the 1st DC level, a Guest-Star Party Member in the second until the end of the level, where he becomes fully playable.
  • Demoted to Extra: Happened to Spider-Woman: playable in MUA 1 and an NPC in the second game.
  • Developer's Foresight: Numerous lines can be said in the games by all the characters in different situations. For instance in 2, one of Deadpool's lines if he's Pro-Reg is "I'm not just the Merc with a Mouth, I'm the Sensation with a Registration!" and one of Gambit's lines if he's Anti-Reg is "I've been on the wrong side of the law before. Don't bother me none!"
  • Did You Just Punch Out Cthulhu?: In the original, you can win the final boss fight against Doctor Doom with all of Odin's power, using Nick Fury, Hawkeye, Black Widow, and Ronin (But to be fair, you have to first absorb this power yourself). It's averted with the Galactus battle, since events require you to use the aid of Silver Surfer—which is more believable than taking Galactus down with, say, Elektra.
  • Did You Just Scam Cthulhu?: Dr. Doom pulls it off, along with the above trope.
  • Doppelgänger Attack: Mysterio uses this tactic in the first game.
  • Downer Ending: No matter which X-Man you save in Mephisto's Realm in MUA 1, in the end either the X-Men will disband (if you save Jean Grey; Nightcrawler will die by falling into the Infinite Vortex and Mystique will kill Professor X to avenge her son) or the Dark Phoenix rises again (the other way around; you save Nightcrawler and send Jean to her "death").
  • Downloadable Content: Both games had limited-time-offer DLC. Averted with the remastered versions, where any character who was time-limited or DLC is unlocked in normal gameplay, as a gift to all the fans.
  • Dual Boss: A frequent occurrence in the first game. Of course, your own team has four members, so most bosses are still outnumbered.
  • Dude Magnet: Spider-Woman in the first game is sort of a running gag due to her pheromones having effect on male characters such as Jarvis, Skurge the Executioner, the Grey Gargoyle and the Wrecker in her training mission.
  • DRM: The PC port of the first game use the Safedisk DRM. Years after the release, a Windows patch has made it impossible to play the game. This force players to either play the game on Windows XP or use a CD crack.
  • Easter Egg: Every single playable character in MUA 2 (barring Nanite Nick Fury) has a different conversation with Senator Lieber in the Washington D.C level, even if they aren't unlocked until later in the game. Highlights include Lieber sassing Venom for threatening to tear off his face, Deadpool being confused about there being two of him (since Deadpool also appears as an ally in said level) and Lieber calling Spider-Man "Amazing" and "Spectacular".
  • 11th-Hour Ranger: Venom and Green Goblin join the party before The Very Definitely Final Dungeon in the second game.
  • Elite Mooks: Stronger versions of enemies have color-coded auras below their feet, and unique health bar colors. Their buffs to themselves and their friends (or debuffs to your team) vary depending on the color.
  • Empty Levels: Unlike other characters, Thor and Wolverine gain only 1 skill point every 2 levels, because the former is a god and the latter is ageless. At later levels, it's becomes 1 skill for every 3 levels for those two.
  • Enemy Civil War: Mandarin's failed rebellion (off-screen). Later, Galactus vs. the Skrull.
  • Enemy Mine:
    • The villain DLC for the first game, which makes it so you can have Wolverine and Sabretooth, Spider-Man and Venom, (Eddie Brock) as well as Mr. Fantastic and Doctor Doom working together.
    • Venom (Mac Gargan) and Green Goblin feel so violated by being assimilated into The Fold that they decide to join the heroes (for real this time), no strings attached, which, knowing Norman Osborn, is a real feat. Venom in particular seemed to really enjoy the hero thing.
    • Perhaps the most extreme example - thanks to DLC in the second game, you can place Spider-Man on the same team as Green Goblin, Venom and Carnage.
  • Escort Mission:
    • In the first game, you can escort Doctor Strange, Corsair, and a Skrull around, but they're invincible and generally help in a fight. The appropriately-named Dum-Dum Dugan, on the other hand, isn't invincible, has a tendency to jump into fights (although he's smart enough to avoid Crimson Dynamo), and saving the game after he gets too low on health can make the Omega Base mission Unwinnable. The best bet might actually just be to use Deadpool to just teleport the team through most of the level, or even better use Spider-Woman's healing aura to fix him right up.
    • Almost immediately after, you have to escort Bruce Banner but he has no health bar to worry about and the escort goes through all of ONE fight before he reaches where he has to be.
    • In the second game, you have to protect NPC allies, from Cloak and Dagger to Venom. The worst is Songbird's solo mission, in which you must protect three scientists from an army of super-hardy mutants and Moonstone. The scientists tend to put themselves between Songbird and the enemies, making for a frustrating time.
  • Evil Laugh: The Goblin. Even when he dies.
  • Evil Plan: Pulled by Doom in the first game.
  • Eye Beams: Playable Doom in the first game via his Mask Of Doom ability. Maxed out, it's dramatically more powerful than his Xtreme ability and can drop even sub-bosses in one to two hits.
  • Falling Chandelier of Doom: In the first game, Nightcrawler's spectacular escape involves teleporting and cutting several chandeliers on Doombots.
  • Fantastic Racism: Small bits of this from Senator Kelly, even if your team is only composed of Badass Normals.
  • Fastball Special: Stand near Wolverine (Or Mister Fantastic in Pinball form) while controlling a character with Super-Strength and hit the grapple button. The character will pick Wolverine up and throw him in whatever direction they're facing, which will inflict significant damage on the first enemy he colides with.
  • Final Dungeon Preview: The first game sees you venture into Castle Doom at the beginning of the second act to rescue Jean Grey and Nightcrawler... or so it seems. As you soon discover, you have in reality been teleported to a facade of the castle which is a part of Murderworld. It isn't until the game's final act that the heroes travel to the real Castle Doom. The background music for the fake version even foreshadows this, utilising the instrumentation used for the real deal while also sampling motifs from Murderworld's music.
  • Four-Philosophy Ensemble: It is possible to create a team of this. For example: Deadpool (apathetic), Wolverine (cynic), Spider-Man (optimist), and Daredevil (realist).
  • Four-Temperament Ensemble: Since you play mostly in teams of four, you may inevitably fall into this, if you know which characters to pick. For example, Deadpool (sanguine), Wolverine (choleric), Spider-Man (melancholic), and Daredevil (phlegmatic).
  • The Fourth Wall Will Not Protect You:
    • In the PS2/Wii/PSP versions of the second game, the characters will directly address the player to get things moving if they are left standing inactive for an extended period of time.
      Jean Grey: I can read your mind, I know you want to play this game...
    • Deadpool will also address the player before his boss battle in the second game.
      Deadpool: You're laughing with your eyes, I can see it!
  • "Freaky Friday" Flip: And a rather disturbing one at that. In the "Mephisto's Realm" level, there are mooks known as "Demonic Souls" that will attempt to swap bodies with your character. If they succeed, your character will be trapped in the body of a Demonic Soul for about a minute before switching back.
  • Future Me Scares Me: Well, more like "Future Me Pissed Me Off," but in the first game if one of the characters on your team is Doctor Doom (he can be downloaded or gotten by buying the Gold Edition, but either way, he's exclusive to the Xbox 360), the Doctor Doom who's the Big Bad of the game ends up being from the future. When both confront each other in the end, the playable Doom explains that the boss Doom's actions will lead to threatening the fabric of reality and must be stopped, much to the latter's chagrin.
  • Game-Breaking Bug: Since many of the bosses in the second game are playable characters, replaying missions at higher levels yields the same difficulty, because the boss stays the same level as you. In the "Chemical Plant Escape" level, however, you have to protect Nick Fury from the Green Goblin. Since Nick Fury doesn't level up, and the Goblin does... By level 60, you have literally two seconds to bring the Goblin's health to zero before he kills Fury in a single shot. Unwinnable, or damn near it.
  • Game Mod: One of the reasons why people prefer the PC version is modding.
  • Gameplay and Story Segregation: Zig-zagged in the second game - Once you pick a side in the Civil War, you're locked out of several characters depending on your choice, only regaining them at the start of the third act. But then in New Game Plus, the entire roster is available to you at all times - yes, even the characters who the story dictates shouldn't be available to you, such as Captain America as a Pro-Reg.
    • Accidentally (and hilariously) done in the next-gen versions of the first game when you go to Doom's Castle and fight a bunch of Evil Knockoff versions of heroes and a few heroes who are Brainwashed and Crazy due to Doom using Odin’s power. One of those heroes is Colossus... who just so happens to be a playable character, and who can fight himself. This gets even more hilarious if Storm and Colossus are on the same team, as Storm calls the mind controlled Colossus the real one in front of the playable Colossus.
  • A God Am I: In the first game, after stealing Odin's power, Doom. Nanite!Nick Fury in the second game as well.
    Doctor Doom: I'll show you how a real god smites his enemies.
    Nanite!Nick Fury: You damn throwbacks are like bacteria compared to us!
  • Godwin's Law: The special conversation between Captain America and the holograph of Nanite-infected Nick Fury. To be fair, the two of them literally had fought Hitler's Nazis together. But when Fury states that the Fold would bring an end to all future wars, Cap responds:
    Captain America: Right, once you've taken everything over. Pretty sure I've heard that one before... from an old German acquaintance of ours.
  • Ground Pound: Luke Cage, the Thing, Colossus, the Hulk. Seeing a pattern?
  • Healing Factor: Logan, the Hulk, and Deadpool naturally have one. Iron Man, Luke Cage, and Blade can be given one with the right outfit. Averted with Hulk in the second game, however, despite that being one of his natural abilities. note 
  • Hero Insurance: The audio clip that can be found in the gun smuggler hideout in 2 is an advertisement for Brand X Gecko Insurance which offers this policy. Does not cover acts of God or gods including Thor and Loki.
  • Hulk Speak: As to be expected from the Trope Namer. MUA 2 even gives Hulk his own exclusive dialogue options consisting exclusively of Hulk Speak!
  • I Want My Mommy!: Deadpool says this in his unique conversation with Black Widow just before the final level.
    Black Widow: Deadpool, good luck battling Dr. Doom. This mission should test even your combat skills.
    Deadpool: Wait a minute, we're not going to fight Doom! No one told me that! I want my lawyer! I want my mommy! I want my lawyer's mommy!
  • Idiot Ball:
    • "Why is Galactus at war with the Skrulls?" Oh, Cap.note 
    • Nightcrawler grabs the door handle with both hands at the end of his "Escape from Doomcatraz" cutscene - dude, you can teleport, you don't need to open the door. However he needs to know where he's teleporting in order to teleport there so chances are, he didn't know where he was at the time.
    • What's that Nick? Doom has access to plans that detail how to steal Odin's power and he's just launched an attack on the Hellicarrier? Wait, you want us to investigate a completely unrelated event going on in Atlantis as we have no idea where Doom is. No idea, really Nick, did you think to try his castle? In the country that he rules? Feel free not to tell anyone what Doom's planning either, that'll makes things simpler.
    • The second one has a major one thrown to Iron Man and Reed Richards when they decide to reverse engineer tech from The Tinkerer, a known supervillain who was supplying tech to Latveria to mind control villains into helping SHIELD. Naturally, this backfires immensely on everyone.
  • Invisibility: A complete subversion of Useless Useful Stealth available to Invisible Woman, Nick Fury, and Black Panther. It works on every enemy and boss, the enemies only react when you attack them directly (meaning you can pick off one mook without any of his buddies noticing), and any enemy you do attack will only throw a couple of counter-punches before losing sight of you again.
  • Joke Item: Loki's Gift. Beware of auto-equipping.
  • Karma Houdini:
    • A fair bit of the second game is Reed Richards' fault, as his plan to mind control mass amounts of villains ends up becoming too widespread for him to control and the nanites start linking minds instead of subjugating them, ending in them attempting to assimilate the whole world. Plus, of course, the whole "mass mind control" bit in the first place. Nobody calls him out on this but Sue Storm if you get a special conversation with him.
    • The President of the United States, who was the one who installed Maria Hill into SHIELD and foolishly thought he could negotiate with Lucia von Bardas despite the fact that she was obviously planning to attack America, which prompted Nick Fury to go behind his back and invade Latveria in a secret op. The overwhelming amount of the second game’s events can be traced back to him, and yet he gets away scot free.
    • Also Deathbird in MUA1, who pulls a Villain: Exit, Stage Left.
  • Killed Off for Real: Depending on the choices that you make in the game, Jean Grey, Nightcrawler and Empress Lilandra can all die permanently.
  • Lampshaded Double Entendre:
    • Wolverine telling the team about Xavier and Lilandra's relationship in MUA1:
      Xavier's the one who's close to Lilandra. They used to be good friends... Really good friends... (nudging at Spider-Man) If ya catch my meaning.
    • Then there's Spider-Man's conversation with Venom in the second game (keep in mind this is the third Venom and the former Scorpion).
      Spider-Man: Admit it, Mac, you miss the 7 foot long tail.
      Venom: Not as much as the ladies do.
  • Large Ham:
  • Legion of Doom- Doom's Masters of Evil.
  • Linear Warriors, Quadratic Wizards: In the second game especially. Characters like Iron Man are useful at the start while Jean Grey or Sue Richards are not. However as you progress further and further, Iron Man starts to get his ass handed to him by the fold and Sue obliterates everything in sight. Something's not quite right there...
  • Look Behind You: Ms. Marvel to Shocker, when you find her in the underground weapon-smuggling tunnel in 2. He makes it seem he's not fooled until he turns around... and sees your team there.
  • Mechanically Unusual Fighter:
  • Mecha-Mooks: Ultron Sentries and Doombots are the most common enemies you face in Act I and II, and Galactus Punishers are fought in the Skrull Homeworld in Act IV.
  • Modular Epilogue: The first game had multiple segments in the epilogue for each of the moral choices the player could make during the adventure (protecting a computer that held information about the Legacy Virus, sacrificing Jean Grey or Nightcrawler, getting King Namor's medicine, finding Valkyrie's sword, destroying Galactus' planetary Drills, rescuing Princess Lilandra, and finding the Ultimate Nullifier).
  • The Mole: The majority of heroes highly suspect that Black Widow is one. If the player completes the side-quest, Fury reveals that she was conducting an off-the-books investigation on his orders—until The Stinger reveals that their suspicions were correct when she sets up Weasel.
  • Mooks: And plenty of them including but not limited to Ultron Sentries, Doombots, brainwashed Atlanteans, Mandarin's monks, MurderWorld clowns, Mephisto's demonic legions, Loki's trolls, Skrulls and Shi'ar soldiers and many others.
  • Morton's Fork: During the "sacrifice Nightcrawler or Jean" segment, would you sacrifice Jean and therefore unleash Dark Phoenix?, Or would you sacrifice Nightcrawler, therefore Mystique, desiring vengeance for her son, kills Professor X?
  • Multiple Endings:
    • MUA 1 had short vignettes at the end that changed depending on which optional objectives you completed.
    • MUA 2 has a more traditional instance in that the side you choose at the beginning of the Civil War decides whether the Superhuman Registration Act gets passed or not.
  • Mundane Made Awesome: In the second game, Ominous Latin Chanting plays during computer hacking.
  • Mutually Exclusive Party Members: The second game grants this treatment depending on whether you choose to go Pro-Registration or Anti-Registration: going with the former locks you out of Captain America, Luke Cage and Iron Fist while going with the latter renders Iron Man, Mr. Fantastic and Songbird unusable. It's later subverted in the third act when both sides are forced to team up.
  • Mythology Gag:
    • One example is in a conversation with Spider-Woman talking about her relationship (or rather lack thereof) with Spider-Man is, she says "I'm not his cousin who he donated blood to", a reference to She-Hulk (who would appear in the sequel).
    • And this dialogue in MUA 2:
      Spider-Man: Great to be working with you again, we should be on TV or something.
      Firestar: Yeah, we really are some amazing friends.
    • During the ending cinematic of MUA 2, you can see a news crawl about people's neighbors being Skrulls, a reference to Secret Invasion.
  • Nanomachines: The Big Bad of MUA 2. Honestly.
  • New Game Plus:
    • The second playthrough onward of MUA 1, aside from having the Hard difficulty level unlocked, lets you use everyone you've unlocked (as well as letting you choose your team from the very start). Which is good if you want to use Doctor Strange, Black Panther, Daredevil, Silver Surfer, Ghost Rider, or Nick Fury (indeed, teams such as Classic Avengers, Supernatural, Marvel Knights, Defenders and/or Agents of S.H.I.E.L.D. are impossible to field without these guys). Also, all the unlocked costumes, so you can turn up with Assassins (Wolvie Ultimate, Elektra Stealth, Deadpool Weapon X and Blade - any outfit but Original) all in black. And all the leveling you achieved up to that point (which, difficulty-wise, will seem like starting it all from scratch if you pick Hard).
    • Clearing MUA 2 on any difficulty level allows the player to replay the game on Legendary difficulty with all the stats from the previous runthrough. It also allows any character to be playable at all times, regardless of if you choose to be Pro-Reg or Anti-Reg.
  • Nice Job Breaking It, Hero: Doom managed to enact his plan to steal power from Odin thanks to files created and stolen from a contingency plan known as Operation All Father concocted by S.H.I.E.L.D. and Nick Fury to steal power from Odin using the Twilight Sword in case the Asgardians became a problem. Fury knew of the plan and the files Doom stole but told no one of his involvement until the last minute where he was prodded by the heroes.
  • No Cutscene Inventory Inertia: In the first game, no matter who you select as your team, and no matter what alternate costumes you unlock as the game progresses, the cinematic cutscenes will always show the default team (Spider-Man, Wolverine, Captain America and Thor) wearing their default costumes.
  • No-Nonsense Nemesis: After obtaining Odin's powers, Doom actually tries to just shoot the heroes, but the Watcher saves them and lets Doom think he succeeded.
  • Nostalgia Level: In order to save Jean Grey at Murderworld, the heroes must play one level of the original Pitfall!. Seeing the 3D-rendered heroes running around on an Atari 2600 background makes for an interesting contrast.
  • Not Using the "Z" Word: Even if you accept that Mephisto's Realm in the first game is not Hell (the comics themselves go back and forth on that matter), the word "soul" appears to be a dirty word too. Just listen to any of Mephisto's speeches and try not to cringe every time he awkwardly forces the phrase "astral energy" into an otherwise normal demonic boast. Though he lets it slip at the end credits audio bloopers (albeit he says "astral souls").
  • One-Winged Angel: The final boss of MUA 2: Nick Fury gets unwillingly powered up with the Tinkerer's experimental nanites, and becomes a nanite-powered cyborg with the ability to take powers from other heroes and villains in the fold no matter how far away they are.
  • Optional Party Member: Certain party members in both games have to be unlocked by completing side missions before they'll join your roster:
    • Ultimate Alliance:
      • Black Panther and Daredevil can only be unlocked by collecting 5 of their respective action figures each;
      • Blade is unlocked through a claw game in a side area in Murderworld;
      • Doctor Strange requires his lost artifact be found in a side area in the Valley of Spirits;
      • Silver Surfer is the hardest: he requires every simulator disk be beaten with at least a bronze medal.
    • Ultimate Alliance 2: Thor, Hulk and Jean Grey can only be unlocked by collecting 5 of their respective collectables: Asgardian Runes for Thor, Gamma Regulators for Hulk and M'Kraan Shards for Jean Grey.
  • Pint-Sized Powerhouse: Ms. Marvel, Wolverine, and Spider-Man all have greater lifting strength. Ms. Marvel and Captain America also qualify for the team bonus "Bruisers".
  • Playable Epilogue: In the first game only, just like in X-Men Legends II, you are allowed to go back and explore previous areas and find some collectibles and training simulation disks that you missed, though some are locked to the player.
  • Pragmatic Adaptation: The Wii/PS2 MUA 2. Besides keeping the same gameplay as MUA 1, various sequences were cut out, like the rescue of Ms. Marvel and the Washington, D.C. level (Ms. Marvel/Deadpool now show up from the beginning). Others were changed/shortened; The Goliath/Yellowjacket fight is practically a rehash of the Galactus fight in MUA 1, and Zombie!Von Bardas plans to blow up Times Square rather than bombing the riverfront. This leads to a bit of Fridge Logic when the subsequent cutscene still shows Von Bardas's barge going down the river.
  • Press X to Not Die: Or rather, press X to hit the giant boss/avoid the giant boss's attack before it hits MUA 1 at least. The PS3 and 360 versions of MUA 2 drop this concept, whereas the Wii, PS2 and PSP versions use them for every boss fight, giant or not.
  • Puny Earthlings: As you fight the natives of Atlantis, Mephisto's Realm, Asgard, the Shi'ar warship, and the Skrull planet (now featuring Galactus), this comes up quite a bit. Hilarious when Thor gets this treatment in Asgard.
  • Put on a Bus: On the side of heroes, between both games: Doctor Strange, Elektra, Hawkeye, Moon Knight, Nightcrawler, Ghost Rider, and Silver Surfer.
  • Real Men Wear Pink: Deadpool goes to Washington DC for the cherry blossom festival then challenges the player to a boss battle when he sees them laughing at him for it.
    Deadpool: And YOU! You think it makes me less of a man if I came here for the Cherry Blossom Festival. You're laughing with your eyes! I can see it! Time for a BOSS BATTLE SUCKERS!
  • Red Oni, Blue Oni: The DLC for the first game created a team bonus for Friendly Rivalry (The Human Torch and the Thing, Wolverine and Cyclops).
  • Redemption Demotion: Nanite Nick Fury has only four powers when you get him as a playable character in the second game, but he shows off many more in the boss fight, and some of the powers his playable version has are more powerful when he uses them as a boss.
  • Sadistic Choice:
    • In the first game, Blackheart forces the player to choose whether Jean Grey or Nightcrawler dies.
    • The obvious side-choosing in MUA 2; you'll inevitably earn the wrath of either Captain America or Iron Man.
  • Sean Connery Is About to Shoot You: or Shoot A Web At Your Face in the MUA 1 cover.
  • Secret Character:
    • Daredevil, Black Panther, Doctor Strange, Blade, Silver Surfer, Ghost Rider, and Nick Fury can all be unlocked as you progress through the first game.
    • Hulk, Jean Grey and Thor can be unlocked in the second game by finding a number of items relating to them (Gamma inhibitors for Hulk, Mkraan crystals for Jean, and Asgardian runes for Thor.) All three characters are very powerful and well worth the effort of unlocking them.
  • Shoryuken: Iron Man in the first game has a Rocket Uppercut that's very powerful and very fun to use, especially in Atlantis.
  • Ship Tease: When talking to Spider-Woman, she mentions she finds Spider-Man cute.
  • Shout-Out:
    • Cam Clarke voiced Thor in the first game, and one of his battlecries was "By the Power of Asgard!" This sounds a bit like the catchphrase of a certain blonde muscleman he'd voiced a few years before.
    • Multiple references to Spider-Man and His Amazing Friends exist throughout the game including a line of dialogue between Spidey and Firestar (see Mythology Gag above). Another reference to the cartoon occurs when Deadpool complains to the game designers that the game wasn't called Deadpool and his Inferior Friends.
    • Then there's Deadpool's suggestion that when they find Titanium Man, they should make him say something like "Moose and Squirrel." Hilariously, Titanium Man actually does say "Moose and Squirrel" when you fight him.
    • The Kraken boss fight has more than a passing resemblance to the Kraken from Clash of the Titans.
  • Sociopathic Hero:
    • Deadpool ("Alright, who do I kill!"), both Venoms and the Green Goblin (in an Enemy Mine), Wolverine, the list goes on and on and on.
    • Some team bonuses feature these characters—Bad to the Bone, Assassins, Rogues Gallery, Unrepentant Killers.
    • In the second game, judging by the audio cassette of his mind control experiments, Reed Richards approaches this as well.
  • Spared by the Adaptation: Goliath is implied to have survived the Pro-Reg boss fight against him.
  • Spell My Name With An S: One of the trivia questions in the first game is what's the correct way of writing Spider-Man's name.
  • Spin Attack: Several characters. Deadpool and Black Panther have particularly prominent ones.
  • The Stinger: At the end of MUA 1, Black Widow is revealed to be a double agent, who's set up Weasel to take the fall. Also, Galactus vows revenge on the heroes. That last one is quickly glossed over via a conversation with Thor in MUA 2, which implies that Galactus' revenge happened offscreen between the two games.
  • Storming the Castle: The first act in 2 involves the heroes and Nick Fury storming Castle Doom in Latveria. Next Captain America storms into Prison 42, and the final mission involves storming in one of the Fold towers.
  • Stripperiffic: Two of the Elektra's costume wears a red and black strapless bustier, the official lingerie of this game.
  • Stupidity Is the Only Option:
    • At one point in the third chapter of Marvel Ultimate Alliance, you beat Loki (who's famous for his illusions and trickery) in what seems to be an Anti-Climax Boss. Then Nick Fury calls and tells you to collect 4 swords to get the armor Loki was trying to get, even though you would have absolutely no reason to do this. To nobody's surprise, this is a trick by Loki to get the armor. Naturally, you have to do this.
    • In Act IV, the Skrull Empress is willing to share knowledge of Galactus' weakness providing you help her escape. Anyone with the right mind knows she's lying and just using you to flee, but you need to go along 'cause she'll be leaving the hangar's doors wide open for you to progress in the game.
  • Super Hero Packing Heat: Nick Fury, Deadpool, and Blade. Two of Fury's costumes give him bonuses to his guns. Deadpool and Blade also qualify as The Musketeer.
  • Take a Third Option:
    • In a mod for the PC version of the first game, if you have Magneto on the team when you face the Sadistic Choice of saving Jean Grey or Nightcrawler (and letting the other die by having their cage fall into a Bottomless Pit), Magneto will simply use his magnetic powers to free both of them.
    • Subverted by The Thing in the second game, rather than take a side in the Civil War, goes into hiding. When he stumbles upon you later during a boss fight with Multiple Man/Lady Deathstrike, depending on which side you are playing as, he'll either force himself to register or be appalled by what S.H.I.E.L.D. is doing and join the resistance.
  • Take Over the World: Doom tried this in MUA 1.
  • Take Your Time: The first game.
    • In your very first mission after the tutorial, you are tasked with stopping the Omega Base from crashing into a dam and endangering thousands of lives. You'd think there would have been some kind of urgency, but there is no time-limit in this level and absolutely nothing stopping you from going into Stark Tower to solve some trivia, do some training missions or talk to people.
    • After Doom succeeds in gaining Odin's power, his misuse starts unraveling reality and the heroes need to embark on a quest to retrieve objects in order to even stand a chance against him. Again, even with all of existence at stake, there is no need to rush.
  • Temporary Online Content: Activision refused to renew their contract with Marvel, citing poor sales, so any downloadable content for either game was removed from the Xbox 360 and PS3 marketplaces; their reasoning was that the characters "were always a limited offer". With MUA1, at least, the player can hunt down a copy of the Gold version which contains all the DLC on-disc or mod the PC version to add them in. Activision added the DLC back online for MUA2, but it wasn't put up in PS3 outside the United States. Then the DLC was withdrawn one more time on December 31st, 2010... And when Activision re-released both games on the PlayStation 4 and Xbox One, it became available again.
  • Temporary Party Member to Villain: The game gives you the option of teaming up with Super Skrull or Power Skrull. No matter who you pick for your party, they will betray you later, but are useful in combat and navigation until then.
  • Tempting Fate: Before the final boss fight against Nanite Nick Fury in 2, the player's character says some variation of "It's over Fury! You're alone! You can't possibly.../How can..." At which point, Nanite Nick Fury reveals he can draw on all of the Nanite-infected heroes and villains' powers.
  • There Is No Kill Like Overkill: After becoming all-powerful, Doom sees a wing of bombers descending on his castle. Despite these planes offering no threat to him, he opts to create a miniature supernova to destroy them. Ostentatious even by his standards.
  • Time-Limit Boss: Bullseye has to beaten under 5 minutes or missiles will be launched at cities.
  • Timed Mission: Plenty of them in the main scenario and the disk missions.
  • To Catch Heroes, Hire Villains: The Pro-Registration side uses supervillains to hunt the Anti-Reg side. The difference with the Civil War (2006) comics is that they use nanite technology as a sort of mind control to keep the villains from trying anything funny. It falls apart when the nanites started developing on their own and Turned Against Their Masters.
  • Token Evil Teammate:
    • The first game has an entire villain DLC pack that adds Magneto, Dr. Doom, Venom (Eddie Brock), and Sabretooth to the playable roster.
    • The second game features established villains Green Goblin and Venom (Mac Gargan) as usable characters among a hero-focused roster. The DLC also brings back Magneto and adds in Juggernaut, and Carnage, and all of them have hilariously jerkish responses to being asked to do things by NPCs. Senator Lieber points it out if you have the Green Goblin talk to him in New Game Plus:
    Green Goblin: Whoopee. Hurray for us "heroes".
    Senator Lieber: You know in my day, someone like you wouldn't really be considered a hero, but we'll let it slide.
  • Under the Sea: Atlantis in the first game, where there's some sort of Technobabble Hand Wave that justifies your team being able to stay underwater without drowning. And how the Human Torch and Ghost Rider can use their fire powers underwater apparently. Ghost Rider's fire is literal Hellfire for one. Human Torch is up in the air, but Johnny's power IS from Cosmic Radiation.
  • Unique Items: Any items dropped by bosses count as this. There are also slightly more common character-exclusive items, which boost a stat and a certain attack for them. The sequel replaces all this with equipped medals that boost stats for the whole party.
  • Unstoppable Rage: Wolverine has an exclusive Rage Meter that will send him into a Berserker Mode, changing all of his power attacks.
  • Unwitting Instigator of Doom: The President of the United States in MUA2 refuses to believe Nick Fury’s claims that Latveria is using American money to plan terrorist attacks on America despite Fury having overwhelming proof of this and thinks he can handle the matter diplomatically. Then when Nick goes and takes out Latveria anyway, causing Latveria to do something they were already preparing to do, he has him replaced with Maria Hill. Everything that happens in the second game is entirely his fault. This is due to Adaptation Explanation Extrication.
  • Updated Re-release: Activision has released both games for Xbox One, PlayStation 4 and Steam. The second installment is being released on PC for the very first time. The first game was missing the DLC at first, but this was later added via a patch.
  • Uriah Gambit: By the moment Dr. Doom gains godlike powers, every other member of the Masters of Evil has been eliminated by the heroes. Don't tell us this was a coincidence.
    Baron Mordo: This is an outrage! How dare Loki and Doom leave us behind!! I'll not stand for it!!!!
    Ultron: This is not an unforeseen outcome. They now each get what they desire without having to share the spoils with us.
  • [Verb] This!: If you pick the Anti-Registration side in the second game, some characters will say, "Register this!", before fighting S.H.I.E.L.D. forces.
  • Version-Exclusive Content: Both games have three or four different versions (last-gen, next-gen, PSP, and Nintendo portable) with slightly different character rosters each.
  • Villain Protagonist: A character pack in the Xbox 360 version of the first game allowed you to take control of the super villains Magneto, Sabretooth, and even that game's own Big Bad, Dr. Doom. With the only exception in the pack being Venom (Eddie Brock) who is an Anti-Hero. In the second game, half of the Thunderbolts fit the role and after beating the game, Nanite Nick Fury becomes available for replays.
  • Welcome to Corneria: The DLC characters in the first game are given special dialogue with some bosses; however, the bosses use the exact same lines as their special dialogue with other characters, resulting in stuff like Fin Fang Foom thinking Magneto is a wizard (he reuses his dialogue with Doctor Strange).
  • What the Hell, Hero?: As the sequel is based off Civil War, the public doing this is a part of the premise.
    • Nick Fury chews out everyone in the second game, after getting this treatment himself at the very beginning. Also, certain conversations allow you to do this as well - with Anti and Pro Reg sides laying into each other for what they've done. Also, after the two sides, the Fantastic Four give this to Reed Richards, who really deserves it.
  • Wicked Toymaker: In the second game, The Tinkerer invokes this trope during his boss fight, using robots that look like smaller versions of heroes and villains with giant windup keys sticking out of them. The level itself is even called "The Tinkerer's Toys".
  • With Great Power Comes Great Responsibility:
    You: It's your responsibility to tell Colonel Fury about the Black Widow.
    Spider-Man: No, it isn't.
    You: Yes, it is. You have great power; and with great power there must also come...
    Spider-Man: If you finish that sentence, I'm gonna put so much web in your hair you'll have to shave your head!
  • Wolfpack Boss: Wrecking Crew and the evil clone Fantastic Four give you a chance for some four-on-four battles.
  • Wolverine Publicity: Spider-Man takes center stage on the covers of both games despite having little importance in either story. He, Captain America, Thor, and Wolverine also get lead roles in the first game's cutscenes, to the extent that the intro showing the four of them is called "The Ultimate Alliance".
  • Worth It: One of the scenes in the MUA 1 ending credits is about Iceman getting knocked out by Spider-Woman's pheromones, and this is his reaction.
  • Xanatos Gambit: Doom actually pulls this on the heroes AND the Masters of Evil with his grand plan. First, Doom has the Masters of Evil steal the Mutant Amplifier and the Super Soldier Serum from the S.H.I.E.L.D. Omega Base to create an army of Hulking Super-Men. Next, have Loki disguised as the Mandarin to steal a mystical tome known as the Tome of Asarius from Atlantis after incapacitating Namor using his own people and ambitious Atlantean enemies to send the heroes after the real Mandarin by mistake. Then use the previously stolen Tome and Mutant Amplifier to use the X-Men Nightcrawler to open a portal to Mephisto’s Realm and strike a deal with Mephisto to have the heroes sent there in exchange for the Twilight Sword. With the sword in tow, Doom had Loki conquer Asgard with an army of Super-Men and use the Twilight Sword to defeat and kidnap Odin in order to steal his magical power and obtain virtual omnipotence. All while implementing a series of Uriah Gambit tricks on his allies to make sure no Master of Evil would be left standing to get in his way once he took over the world, all thanks to the heroes taking them all out except for ones explicitly under Doom’s control. If not for Uatu the Watcher pulling a Deus ex Machina to prevent the death of the heroes and giving them directions on what they could obtain to defeat Doom, it would have been a flat out The Bad Guy Wins scenario.
  • You Can't Thwart Stage One: Enjoy being Doom's puppet, until Uatu intervenes.

Alternative Title(s): Marvel Ultimate Alliance 2