Equally important to die-hard Marvel fans will be the fact that all the characters' powers look right and function appropriately. Mr. Fantastic twists and bends as he bludgeons his way through foes with his rubbery limbs. Spider-Man can web-swing across great chasms or turn his webbing on enemies to incapacitate them with stickiness. And Wolverine can go berserk, dramatically increasing the damage and duration of his moves. Just like in X-Men Legends, as the characters gain levels they earn points that can be spent on a move to increase its potency. Unlike Legends, though, I actually found the computer's auto-assign function fairly intelligent, and considering how big your team eventually becomes, can certainly recommend leaving point distribution in the hands of the game if you're not in the mood to really micromanage.

It's clobberin' time!

   Another nice development is that the characters all feel much more balanced this time around. While Spider-Man, the Thing, and Ms. Marvel all play dramatically differently, they all are capable of dealing out an equal measure of boo-boos to villains. So you never really need to worry about getting the snot kicked out of you if you replace one of your favorites with some new blood.

   On top of that, each of your characters also has three extra skins [not to be confused with nut sacks - ed.] As your heroes battle they'll unlock these skins, which usually come in the form of older or more modern costumes, but sometimes in the form of brand-new characters! Sure, these characters don't get their own voice set or special moves, but it's still hella-cool to see Beta Ray Bill or the U.S. Agent tearing it up in a videogame. Also, unlike in X-Men Legends, these skins are more than just cosmetic. Each of a character's skins possesses a number of passive abilities (i.e. boosting attack damage, elemental resistances, speed, etc.) that can be upgraded using S.H.I.E.L.D. points (the game's money).

   And the icing on the towering cake of fan service that is this game is definitely the ability to construct your own superhero team, complete with its own insignia. By picking four heroes to make up your specialized team the player gives the heroes access to special team bonuses. As the four fight together the team levels up as well, eventually allowing other heroes to be swapped in and out. If this is too daunting a task, you can also just assemble any number of pre-formed teams, such as the Fantastic Four, the Avengers, or the X-Men. Loser.

If only the heroes could combine their powers to defeat The Glitch.

   Probably the game's only real fault is that it lacks a bit of polish. For one thing, the graphics engine is starting to show its age. While not particularly offensive to the eye, on closer inspection pretty much all of the character models look rather blocky. Granted, there are hundreds of different models in the game, but comparing this game to Justice League Heroes, which uses the even older engine from Baldur's Gate: Dark Alliances and yet still manages to look smooth, makes this a little hard to ignore.

   Graphics aside, the game also feels like it needed just a bit more testing. Enemies will occasionally fall through the floor [presumably in shame - ed.]. NPCs will sometimes not acknowledge completed quests [presumably because they are asses - ed.]. The music continues to blare the battle theme even after bosses have been defeated. None of these are even close to ruining the game, but they do take you out of the experience a bit, mentally returning you to that never-ending agony which is reality.

   The only other quibble I have is that the difficulty can be a little uneven, mainly because of the elimination of health potions. While both X-Men Legends games featured Diablo-style health potions that could be quaffed to instantly restore a portion of a heroes health, Ultimate Alliance instead opted for health orbs which are dropped by villains and broken crates. These orbs tend to float towards the most injured hero and immediately restore health upon contact. This can make boss encounters a bit more taxing, as there isn't much you can do if one of your heroes suddenly takes a ton of damage from an unexpectedly powerful move. Sure, the game does occasionally provide peons you can pummel in the hopes of gaining some precious orbs, but it's not quite the comfort the ol' potions were.

What more could we want?

   Of course, as with both X-Men RPGs, Ultimate Alliance offers the ability to play with a friend. At any point your buddy (or buddies) can pick up a spare controller and jump right into the action as one of the computer controlled heroes. And if you're sick of cooperating like a bunch of weenies, you can play in the competitive arcade mode, which rates each hero's performance at the end of each mission, awarding MVPs to the most distinguished. If that still isn't enough conflict for you, you can play with a bunch of jackasses online via a broadband modem.

   Any way you slice it, Marvel Ultimate Alliance is a fun, satisfying game that should appeal to casual Marvel fans as well as those who have a years worth of Spider-Man underoos squirreled away for "emergencies". It also very consciously leaves large swaths of the Marvel Universe unexplored, thus clearly setting up for a host of sequels that will surpass it as handily as it has surpassed the two X-Men Legends games. So if you dig this game, you've likely got plenty to look forward too. Unless you've got glaucoma. Then probably not so much.

       ... Mike Zeller