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Video Game / Marvel Ultimate Alliance 3: The Black Order

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"If we wanna survive here, we do it as a team."
Nick Fury

Marvel Ultimate Alliance 3: The Black Order is an Action RPG released exclusively for the Nintendo Switch on July 19, 2019, ten years after Marvel Ultimate Alliance 2. While the first two games were handled by Activision's first-party Raven Software and Vicarious Visions studios, this installment is the first to published by Nintendo and developed by recurring external Nintendo collaborator Koei Tecmo's Team Ninja studio.

When a new menace known as the Black Order threatens the universe by seeking out the Infinity Stones for Thanos, the Mad Titan, the combined forces of The Avengers, the X-Men, the Guardians of the Galaxy, The Defenders and more of Earth's (and the Galaxy's) Mightiest Heroes must band together against a common threat. But they're not the only ones looking to get their hands on the Infinity Stones, as various villains from across the Marvel Universe want to seek out their limitless powers for themselves...


The game features the largest base roster for an Ultimate Alliance title yet, with 36 playable characters in the base roster (more than either previous Ultimate Alliance title had after DLC) and additional ones planned as DLC. In addition, there are also a number of villains and non-playable characters. While the roster is largely based on characters who have been introduced within the Marvel Cinematic Universe (as is the trend for Marvel media since the success of The Avengers), several non-MCU characters will also appear in order to further flesh out the setting.

On June 11, 2019, it was revealed that the game would be getting additional downloadable content through an expansion pass, which includes additional content based on Marvel Knights, X-Men, and Fantastic Four, with potentially more on top of all of that. Aside from paid DLC, Colossus and Cyclops were added to the game for all players for free in the August 30, 2019 update (they need to be unlocked in a special Infinity Rift so players can use them).


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This video game provides examples of:

  • Action Girl: Among MUA vets, Carol has graduated to Captain Marvel since the second game, and Storm, Psylocke, and Elektra also return for this one. In addition, this game introduces Black Widownote , Elsa Bloodstone, Wasp, Gamora, Spider-Gwen, Scarlet Witch, the current Ms. Marvel, and Crystal to the MUA series.
  • Adaptation Amalgamation: The game pulls from multiple sources from across the entire Marvel franchise (including the MCU, different eras of the comics and even other video games) to create a grand tour of the Marvel Universe. Even characterization is pulled from different sources, for instance you can have 90's era Venom teaming up with more recent heroes like Ms. Marvel and Miles, while the X-Men are depicted closer to their beloved 90's incarnation - Cyclops is even portrayed more as a confident leader rather than the Well-Intentioned Extremist he became post-House of M. He even wears a modernized version of his Jim Lee costume.
  • Adaptation Distillation: According to creative director Bill Rosemann, there are a large number of comics that influenced the game. This ranges from classic storylines to more recent events, big titles and deep cuts, to create a unique mythos. Influences include the 2008 Guardians of the Galaxy, Spider-Verse, The Defenders (2017), Shadowland, Uncanny X-Force, Doctor Strange: Damnation, Inhumans by Paul Jenkins, Black Panther by Ta-Nehisi Coates, the classic The Infinity Gauntlet storyline, Avengers Assemble by Brian Michael Bendis, Jonathan Hickman's Avengers (including Infinity), and The Black Order by Derek Landy.
    Bill Rosemann: Just as the huge roster of Marvel Ultimate Alliance 3: The Black Order unites characters from across our sprawling universe, the game’s story similarly assembles and remixes awesome scenes, locations, and moments from throughout Marvel’s 80 years of storytelling.
  • Alternate Continuity: The game is set in a universe unconnected to the first two Ultimate Alliance games.
  • Art Evolution: As seen in almost all trailers, gameplay footage, and promotional material, the art style for this game is brighter, more colorful, and a touch more cartoonish to evoke the look and feel of a comic book, as opposed to its two predecessors which went with a more realistic and subdued art style. The characters even emote more, visibly moving their mouths as they speak, and even in-game one can see their facial expressions change during the fights if they look closely.
  • Big-Bad Ensemble: In addition to Thanos, the heroes must contend with an assortment of other villains that are seeking to claim the Infinity Stones for themselves. Loki, Hela, Surtr, and HYDRA are uninvolved with the conflict over the Infinity Stones and are pursuing ISO-8 instead.
  • Boring, but Practical: Captain America and Daredevil. Cap has two offensive abilities, a purely defensive ability, and a buff, but his dash does solid damage and rips through stagger bars, his shield toss can be guided and rips through mobs (at higher levels, it one-shots many of the common enemies at once), his special guard has massive damage reduction and can reflect projectiles, and his teamwide damage buff is invaluable. Daredevil, meanwhile, has decent but unspectacular offensive abilities, but Radar Sense is an invaluable debuff that massively softens up bosses and Elite Mooks when upgraded, and can make higher-difficulty runs and Infinity Trials significantly easier.
  • Bragging Rights Reward: Unlocking the final secret character. Obtaining Thanos requires clearing the Infinity Trials. At that point, there is nothing to use him on except replaying the main story on Ultimate difficulty and completing the Omega level Infinity Trials.
  • Breather Episode:
    • The Xavier Institute stage acts as this to the previous stages. While the stages until this point had some comical elements, the overall feel was still pretty serious. When you get to the X-Men manor on the other hand, the atmosphere is surprisingly lighthearted given the situation. You can see and hear a singing Deadpool making tacos, and before one of the boss battles is a basketball court where you can actually toss balls into the hoops. The X-Men even seem to prioritize taco night over the invasion by the Sentinels and then the team of Magneto, Mystique and Juggernaut with Beast talking about taco night (implying they INVITED Deadpool over to make tacos) and even Wolverine asking with a glum tone about ordering out, after Juggernaut ruins taco night, rather than worrying about the destruction that said character was causing. It isn't until when Thanos' minions show up when the heroes really start taking things seriously.
    • While still a serious level tonally, the trip to Attilan is a very short one, consisting of several small enemies and a boss fight against Maximus.
  • Brutal Bonus Level: The Infinity Trials, especially the later ones. A mix of often high-powered enemies and bosses from all stages are mixed with specialized rules, and while they all serve as excellent ways to grind for character levels - something which the game outright recommends, it doesn't stop most of them from bordering on Nintendo Hard.
  • The Bus Came Back:
    • A meta-example as this game marks the first official Marvel-related console game to feature the X-Men since 2013's LEGO Marvel Super Heroes. The DLC also adds the Fantastic Four, who have been missing from Marvel games for the same amount of time.
    • From an in-series standpoint, this marks the return of Vision, Hawkeye, Doctor Strange, Venom (Eddie Brock), Elektra, Ghost Rider, Loki, Ultimo, Ultron, Odin, MODOK, the Destroyer armor, Mysterio, Professor X, and the Inhumans, who appeared in the first game but then were dropped come the second game.
  • Break Meter: Every enemy has a purple "Stagger Meter" alongside their health meter, which causes enemies to get stunned and become more vulnerable to damage. Performing a Synergy or Alliance Extreme attack while the meter is depleted renders the enemy in an extended stun state.
  • Calling Your Attacks: Similar to Marvel vs. Capcom, characters often call out the names of their skills when performing them. The parallels to said series become stronger when heroes like Wolverine, Deadpool and Iron Man end up having skills that share the same name and animations with specials and Hyper Combos from there. It can get funny when some attacks have non-specific names, such as Ms. Marvel's Sweet Combo Attack or Spider-Gwen's Catchy Attack Name (and yes, they do call them that in-game).
  • Chekhov's Gun: The ISO-8 prove to be vital for defeating the Black Order as they're essentially less potent Infinity Stones. The heroes gathering large quantities of them is what turns the tide.
  • Chekhov's Gunman: Loki first appears watching the heroes after they storm Shadowland, then appears out of nowhere in the Dark Dimension to fight the party. This seems like him just being a troll, but it turns out he has other plans.
  • Combination Attack: The Synergy Attacks which are utilized by two characters using compatible moves. The Ultimate Alliance Extreme Attack is this taken Up to Eleven.
  • Composite Character: The Infinity Stones have the uniform orb-like appearance of their classic comic counterparts but the colours of their film counterparts note . Also like the films, they're called Infinity Stones rather than Infinity Gems.
  • Continuity Reboot: While the game is numbered 3, the game is actually a reboot that uses the modern character designs (either based on the comics or the MCU movies) and has a Samuel L. Jackson-esque Nick Fury based on the Cinematic Universe rather than the classic white one that appeared in the first two games.
  • Crisis Crossover: The trailers and gameplay show that the game unites all corners of the Marvel Universe from the Avengers, Guardians of the Galaxy, Defenders, Spider-Verse, Inhumans, and finally, the X-Men, to collect the Infinity Stones before Thanos and the Black Order does. Furthermore, outside of them, there's a wide assortment of villains such as Ultron, Green Goblin, Kingpin, Mystique, Surtur and Dormammu who also want the Stones for themselves.
  • A Day in the Limelight: While the game does its best to showcase nearly everyone on an equal level, some characters and their respective villains take precedence for each level:
    • The Guardians of the Galaxy guide the player along the Kree ship, being a four-person team with immediate bonuses to ease them into the game.
    • Spider-Man and other members of the Spider-Verse (including Luke Cage and Ms. Marvel, who gets lumped in with her fellow Champions Miles and Spider-Gwen) are the focus during the Raft sequence.
    • The Defenders and their grudge against Kingpin and the Hand shape the Shadowland arc of the game.
    • The raid on the Avengers Tower focuses a bit on several Avengers, including Iron Man, Hawkeye and the Wasp.
    • Fittingly enough, the X-Men and other mutant-related characters like Deadpool take center stage for the Xavier Institute.
    • The supernatural-themed Midnight Sons (Scarlet Witch, Elsa Bloodstone, Doctor Strange and Ghost Rider) keep the spotlight during the alliance's treck through the Dark Dimension.
    • As the only major party member who has close ties to the Inhumans, Crystal gets a decent amount of screentime in Attilan.
    • Given their status as royalty within the country, Black Panther and Storm are major characters within the Wakanda arc alongside Captain America and his allies like Black Widow and Falcon.
    • Similarly, Thor and Loki obviously have important roles to play when the plot shifts to Hel and Asgard.
    • Due to their status as two of the most powerful individuals in the entire roster, Captain Marvel and the Hulk lead the charge against the Black Order for the Infinity Stones on Knowhere.
    • Each of the alliance members gets a quip in against both Thanos and Thane during the final level, just to tie all things up nice and easy.
  • Defeat Means Friendship: Venom, Miles, Spider-Gwen, Ms. Marvel, Elektra, Magneto, Doctor Strange, Loki and Thanos are all fought as bosses before the player gets the chance to unlock them via main story progression or the Infinity Trials.
  • Disc-One Nuke: Ordering the season pass grants players access to Deadpool's chef outfit... and the ability to play as Deadpool himself as soon as the initial main party is formed after beating Sandman. Issue is that he was meant to be unlocked much later in the campaignnote , and wasn't balanced as such for this method; thus, Deadpool's about 15 or so levels ahead of almost everyone else, and can make most of the early fights an absolute cakewalk.
  • Enemy Mine:
    • Venom is fought as a boss at the Raft, alongside Electro. Spider-Man vouches for Venom and he becomes playable after being beaten. The situation is lampshaded by the Champions, who start begging forgiveness after being tricked into fighting the alliance — but then see Venom on the team and realizes that if he's there, they have no real justification for not allowing them on the team as well.
    • Spider-Man invokes this when he asks the Green Goblin to join them after he's beaten, but Osborn is in no condition to agree, having a breakdown after witnessing a vision of Thanos destroying the universe.
    • Magneto attacks the X-Mansion alongside Mystique and Juggernaut. However, when the Black Order arrives at the end of the trailer demanding the Infinity Stones, Magneto recognizes that they have a common enemy.
      Magneto: Perhaps an alliance is called for after all...
    • Loki assists the heroes after his attempt to overthrow Asgard with the assistance of Hydra lands him in the dungeon. However, he was always planning to deal with Thanos.
    • Thanos joins in to take out Thane for the final boss fight, if for no other reason that the universe is his to destroy and he doesn't want Thane doing it first.
  • The Four Gods: Statues of the four gods appear in Shadowland as part of puzzles. Iron Fist recognizes them and identifies them for the rest of the alliance (and the player).
  • Gameplay and Story Segregation: There are several characters you meet in the story who agree to join your alliance, but can not be used until you complete the appropriate Infinity Trial. What makes this especially jarring is that the aforementioned trials are set at 20 or 30 levels above the point where you meet them in-story (Elektra is met in an area with level 10 enemies for example, but her trial is level 30), so without a lot of grinding you won't unlock these characters until far after they've "joined" you in story.
  • Good Thing You Can Heal: Characters with Healing Factors, such as Wolverine, will regenerate some of their health every few seconds. All your characters will regenerate, if you buy a Vitality section lab skill which heals your characters of 1% of their max health every 10 seconds. This isn't nearly as good as a character with Healing Factor, but it can be a real life-saver in areas where health drops are rare.
  • Healing Magic Is the Hardest: Both Scarlet Witch and Dr. Strange are the healers of the alliance with Chaos Magic and Winds of Watoomb respectively. These abilities are advanced, they're the Level 20 and Level 15 ability for the heroes but they don't heal large blocks of health - instead they act like an extra healing factor on top of anything a hero already has. Scarlet Witch drops down a circle of magic that a hero has to be inside of, while Dr. Strange sends out a cone of healing energy - making these abilities a bit tricky to use in the heat of battle - whereas their respective combat magic is great for dealing with crowds and pressure situations.
  • Hero of Another Story: The X-Men and the Winter Soldier each manage to get an Infinity Stone on their own; they just need the alliance's help to keep it. The Kree manage to get all six before the game starts and use them to lay a trap for Thanos, which the Guardians then blunder into.
  • Hopeless Boss Fight: The Xavier Institute houses three of these. The initial battle against Magneto, Mystique and Juggernaut is nearly unwinnable on a first attempt, and the later fights against Corvus Glaive and Proxima Midnight follow a similar pattern.
  • Idiosyncratic Difficulty Levels: The difficulty settings are "Friendly", "Mighty", "Superior", and "Ultimate".
  • Legacy Character: One team-up bonus invokes this trope by having a team consisting of certain heroes (Captain America, Captain Marvel, and Spider-Man) and their successors (Falcon, Ms. Marvel, and Miles Morales).
  • Limit Break: All playable characters have an Extreme Attack, a powerful move capable of wiping out multiple enemies which can be used when the Extreme Gauge has been filled. There's also the Ultimate Alliance Extreme, where all four characters on your team will unleash their Extreme Attacks all at once.
  • Loads and Loads of Characters:
    • An international ad used the fact that there are over 30 characters playable as a selling point — in-game, there are 36 playable characters at launch, which is more than the rosters of the original games after DLC.note 
    • Not only are there more than 30 playable characters that have been shown across the trailers and gameplay footage, but there are a large number of villains and side characters as well. Like the original, you can even create legendary (and obscure) teams. Classic Avengers? Sure. New Avengers? No problem! Modern Day Defenders? Here you go. All-New Fantastic Four? Yup!
  • MacGuffin: Those pesky Infinity Stones are back, and it's up to the heroes of the Marvel Universe to find them before Thanos and the Black Order do.
  • MacGuffin Delivery Service: Once you collect all the Infinity Stones, big surprise, the Black Order sweeps in and takes them from you. However, there's also an inversion: Loki, Hela, and Red Skull collected a stockpile of ISO-8, which the heroes then swept in and claimed. Loki suggests he planned it this way, for whatever his word is worth.
    • Happens again when the Alliance fights each of the Black Order individually to obtain the Infinity Stones again. They succeed, only for Thane to use the Time Stone to stop their fighting; Thanos intervenes directly within minutes to take all the Stones for himself and obtain the Infinity Gauntlet.
  • Mythology Gag:
    • Ms. Marvel claims that the Raft holds "six hundred and sixteen" (616) prisoners, a nod to Earth-616, the official designation of the Marvel Universe in the comics.
    • Ms. Marvel's introductory caption refers to her as a "Total Champion."
    • When Medusa refuses to involve Attilan in the current situation with the Infinity Stones, she justifies her stance by referencing a recent conflict between the Inhumans and Mutants.
    • Spider-Man's "Sticky Situation" skill visually resembles the Web Blossom gadget he possesses in his recent solo game.
    • Multiple nods to the Marvel vs. Capcom games. In general, if the character has appeared in said crossover, a part of their arsenal will definitely reference a special move or two. Sometimes in appearance, sometimes in name:
      • One of Wolverine's abilities is called "Berserker Barrage" after his iconic MVC special move. His "Adamantium Assault" ability is a dead-ringer for his "Tornado Claw" special, his Primal Rage buff functions similarly to his "Berserker Charge" Hyper Combo, and his Extreme Attack is his "Berserker Barrage X" Hyper Combo.
      • Likewise, Venom literally has their "Venom Fang" attack and their heavy attack resembles their "Venom Rush" attack.
      • The Hulk also has an attack clearly modeled after his "Gamma Wave" special, and his "Unstoppable Charge" skill is his "Gamma Charge" special in all but name.
      • One of Deadpool's special abilities is his "Katanarama!" attack from Marvel vs. Capcom 3.
      • Most of Hawkeye's specials are practically all of his arrow shots in Marvel vs. Capcom 3.
      • Storm's Ice Barrage is pretty much her Ice Storm hyper move.
      • Captain America's "Shield Dash" is quirky - it's practically his "Charging Star" dash move in the fighting games, but he says it as though he's performing "Shield Slash", a projectile move where he throws his shield, which does show up here as the "Shield Strike" ability.
      • One of Dormammu's attacks is summoning a homing ball of fire, much like his "Stalking Flare" Hyper Combo in Marvel vs. Capcom 3. He also summons large pillars of darkness resembling his "Purification" special, and being able to summon meteors is similar to one of the variants of his "Liberation" special.
    • Hawkeye says “Not like this...” upon being incapacitated.
    • Initiating dialogue with Thor in the Avengers Tower level will have him say “We will have words with [Ultron]. Strong words.”
    • Venom's alternate skin colors him blue rather than black, a reference to how he was colored in the 1990s.
    • The unlockable character profiles contain various nods to various events from the comics.
    • Daredevil mentions he does his best fighting in corridors, a reference to the much-acclaimed corridor fight scene from the the Netflix series first season. The final narrow hallway which leads to the elevator for Kingpin's penthouse could also be a reference to this, and the larger hallway fight scene the Defenders have in their crossover series.
    • A hidden room in the X-Mansion is Cerebro as seen in the X-Men Film Series. Portraits in the mansion also show Professor X, even though he doesn't appear in person (one of the profiles notes that he's currently considered dead).
    • During the team's time at the Raft, Venom "joins" the makeshift Sinister Six only to turn on them at the first opportunity they get. This is a possible reference to a storyline written by Howard Mackie that had a more villainous Venom joining Sandman's version of the team before betraying them.
  • Non-Linear Sequel: Despite officially being a sequel to the Marvel Ultimate Alliance games, right up to baring a "3" in the title, the game is clearly is set in a different continuity inspired by the Marvel Cinematic Universe, comic books, and modern animation, with a lighter palette compared to the more realistic look inspired by the original comics and Ultimate Marvel the previous games went for.
  • One Steve Limit:
    • Averted as far as codenames go. There are two Captains (America and Marvel), two Blacks (the Widow and the Panther, not to mention the Order), two Irons (Man and Fist), two Marvels (Captain and Ms.) and not mention that both Spider-Men are in the game (Peter and Miles) on top of another hero with the Spider-prefix (Gwen).
    • In terms of real names, there's Peter "Spider-Man" Parker and Peter "Star-Lord" Quill, who are both playable. Also, there's Piotr "Colossus" Rasputin, who possesses the Russian variant and is often called "Peter" by his friends.
    • Scott "Cyclops" Summers is playable as a DLC character, while Scott "Ant-Man" Lang is an NPC.
  • Palette Swap: Unlike the previous two games, which featured skins with alternate models based on different versions of the characters in the base game, most of the alternate costumes — aside from Deadpool's Chef outfit — are simple pallette swaps. (Actual alternate costumes will be released as free DLC) Spider-Man's is his silver-and-black Spider-Armor Mk. 1, and Venom's turns him navy blue rather than black in a reference to how he was colored in the 1990s.
  • Secret Character: Technically, most of the characters were not actually secret, as the entire roster sans Loki and Thanos had been announced before launch date, but only 15note  out of 36 characters are available right away. Most of the characters, with four exceptions, can be unlocked through Story Mode.
    • Venom, Luke Cage, Miles Morales, Spider-Gwen, and Ms. Marvel all join your ranks as you progress through the Raft.
    • Iron Fist and Daredevil show up in Shadowland.
    • Hawkeye and Wasp become playable as you clear Avengers Tower.
    • Psylocke, Nightcrawler, and Deadpool (unless you've bought the Season Pass, in which case you'll have him unlocked at the Raft and with a Chef outfit) enter the fray at X-Mansion.
    • As you clear the Dark Dimension, the alliance will be joined by Elsa Bloodstone, Ghost Rider, and Doctor Strange.
    • The last characters unlocked through story mode are Storm and Black Panther, in Wakanda.
    • Elektra, Magneto, Loki and Thanos must all be unlocked through playing the Infinity Trials.
  • Shout-Out: In the X-Men level, Deadpool sings about taco night to the tune of "Macho Man" by the Village People. Before that, when talking to Star-Lord after defeating Ultimo and retrieving the Mind Stone from Ultron, he complains that he set you up for an '80s song reference that you wasted; specifically, because you've just retrieded the third Infinity Stone, he says "We're halfway there..."
  • Slippery MacGuffin: The Infinity Stones end up switching hands multiple times throughout the game. For instance, the Power Stone ends up being in the hands of the X-Men, the Sentinels, Magneto, and Cull Obsidian over the course of the game's story.
  • Spotlight-Stealing Crossover: Downplayed. The game takes a lot of obvious inspiration from the Marvel Cinematic Universe, from the selection of most of the playable characters, to the appearances of said characters resembling their MCU counterparts, and the basic plot involving Thanos and the Infinity Stones. However, there’s also a decent chunk of characters not connected to the MCU at all, including all the X-Men characters, Venom, Miles Morales, Spider-Gwen, and Ms. Marvel, and the original comics have been cited as just as much of an influence as the MCU.
  • The Stinger: After the credits, two nebula-shaped eyes appear over the Infinity Stones.
  • Super Armor: One reason why Elite Mook and boss characters can be very dangerous. They get a "stagger gauge", while they still have anything remaining in it - they'll plow through your attacks without stopping. Additionally, characters with a grapple ability like the Hulk's Gamma Slam, won't be able to grab these enemies even if they do have a depleted stagger gauge - though the move will cause some damage.
  • True Final Boss: Right after the heroes defeat Thanos, his son Thane — who was presumed dead after being attacked by his father — shows up to steal the Infinity Gauntlet, which he uses to assemble the suit of armor that the Infinity Gauntlet is just one piece of; which makes him dangerous enough to force Thanos to team up with the heroes.
  • Villain Protagonist: One of the team bonuses is called "Villains", of which Magneto, Loki, Thanos, Deadpool and Venom are affiliated with. Despite being a anti-villain, Elektra is not a member and the former villains that turned over a new leaf (Venom, Deadpool and Magneto) also carry the "Anti-Heroes" team bonus.
  • Wacky Wayside Tribe: The Inhumans chapter comes across as this. Most of the other chapters are integrated into the hunt for the Infinity Stones, but this one starts when the heroes abruptly decide to go to Attilan for help, and just as abruptly ends when the Winter Soldier interrupts with a distress call. Maximus has no interest in the Stones, and it's just bad luck that the heroes were there during his latest coup attempt. Plus from a gameplay standpoint, it's only a few fights and a boss battle; much shorter than the other chapters.


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