Marvel: Ultimate Alliance 2 is an action role-playing video game released for the Wii and Nintendo DS, the sequel to Marvel: Ultimate Alliance. It was released September 2009. The game was developed by n-Space and is published by Activision. The game features characters from Marvel Comics and follows elements of the Secret War and Civil War story arcs.


Marvel: Ultimate Alliance 2 borrows much of its gameplay from its predecessor. The game allows players to select a team of four given characters from a larger pool of heroes and villains; team members are interchangeable and may be swapped during gameplay. General gameplay mechanics are similar to those of the X-Men Legends and its sequel. The game is played from an isometric dungeon crawl perspective, supporting up to four players simultaneously.

The power system also has been improved, allowing two characters to combine powers, yielding a new attack, known as a "fusion". Each playable character in the game has a unique fusion with every other playable character in the game. An example is Captain America using his shield to reflect Storm's lightning bolts. Players have the ability to level up characters and earn new abilities and powers. The character progression system is similar to the original Marvel: Ultimate Alliance and original X-Men Legends, except the power set numbers are different, whereas Nintendo DS version's power set number is toned down to 4 powers limited like in original X-Men Legends.


  • Captain America
  • Blade
  • Cyclops
  • 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
  • Sentry
  • She-Hulk
  • Songbird
  • Spider-Man
  • Storm
  • Thing
  • Thor
  • Venom
  • Wolverine


The game begins one year prior to the main Civil War story arc. Colonel Nick Fury is leading a team comprising Iron Man, Captain America, Spider-Man, and Wolverine, in addition to several other superheroes, on an unsanctioned attack on Castle Doom in Latveria after discovering that the elected prime minister Lucia von Bardas was supplying weapons to the Tinkerer who in turn supplies them to super villains. The President is adamant against the attack as Von Bardas has been establishing friendly ties with them. The attack is successful and Castle Doom is reduced to rubble, with Von Bardas assumed dead.

The scene then shifts to present day. Ms. Marvel is reported missing after being sent to recover intel on suspicious criminal activity. A team is sent to investigate and find her being interrogated by Shocker. They then uncover a plot by the Latverian military, led by a cyborg Von Bardas and several subordinate supervillains, to destroy New York City. The group thwarts Von Bardas' plan, but many city blocks are destroyed in the process, prompting the government to consider the Superhuman Registration Act (or SRA for short). In light of this incident, Nick Fury disappears, leaving S.H.I.E.L.D. agent Maria Hill in charge.

Three days later during a telecast of The New Warriors, Nitro creates a large explosion, killing more than 600 civilians in the process, prompting the immediate implementation of the Superhuman Registration Act. Captain America, opposed to the act, goes underground, along with several other superheroes and S.H.I.E.L.D agents (who have formed a group called "The White Star"). At this point, the story branches into two segments; Anti-Registration and Pro-Registration, depending on player choice. In order to aid them, the Pro-Registration group develops nanite technology and use it to mind control super villains, increasing their ranks.

The two story arcs converge when Iron Man fakes a hostage situation at a chemical plant owned by Stark Industries. There, he attempts to negotiate with Captain America, promising amnesty. Captain America refuses and a battle ensues between the two factions. The nanite-controlled super villains go haywire and attack the S.H.I.E.L.D. agents they were programmed to help, stealing explosives to destroy the facility. Fury, disguised as one of the agents, enlists the help of the group to fend off Venom III and Green Goblin while he disarms the bombs. He is thwarted by Venom as he tries to disarm the final one. The ensuing explosion wounds many superheroes whom Fury rescues. The group learns that the Fury they saw was one of his androids. He manages to acquire Tinkerer's help in discovering the cause of the malfunction.

The group is then sent to Prison 42 in the Negative Zone where the rebel superheroes and supervillains that have been captured are held, to get a sample of the nanite formula. They collect the samples and Fury activates the self-destruct system to prevent the spread of nanites. Most of the superheroes involved escape, but Fury's fate is unknown. The team learns the nanites survived and have now spread worldwide. As a result, the Superhuman Registration Act is suspended, uniting the two teams. They split into different groups, with the main group traveling to Wakanda, home of Black Panther. They help him defend the country from nanite agents, now under the moniker of "The Fold", and in the process cure Venom and Green Goblin of the nanites. They also discover that Nick Fury has been taken by The Fold. The heroes establish a base in Wakanda, learning that The Fold cannot comprehend Fury's intel on it, making it temporarily safe from nanite attacks. In order to stop The Fold, the heroes infiltrate a base in Iceland to broadcast a nanite stasis signal that will paralyze those in its control, allowing them to be cured. At the culmination of their mission, the team face off against Tinkerer, who was behind The Fold all along, and then a nanite-controlled Nick Fury enhanced with extra nanites. After defeating Fury, every one who was affected is freed from the nanites.

The game has one of two news-based endings depending on which side the player has chosen:

  • In the Pro-Registration ending, the Superhuman Registration Act gets amended where the superheroes can voluntarily register without revealing their secret identities while Tony Stark becomes Director of S.H.I.E.L.D.
  • In the Anti-Registration ending, the Superhuman Registration Act gets repealed with the President granting full amnesty to all Anti-Registration heroes.

Also in both endings, a banner running across the screen states that the President has pardoned Nick Fury.


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