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by oldschool312

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FAQ/Walkthrough by oldschool312

Updated: 02/21/17


I have prefaced all my past guides with the note that this is a description of the manner in which I played the game. It may not be the best/easiest way but is a method that is proven successful. Having played both X-men Legends and X-men Legends 2, I anticipated a game with more of a variety of Marvel characters. Ultimate Alliance does not disappoint. Hopefully you will find the information provided below helpful as you venture into the world of Ultimate Alliance. With the rerelease of the game on the new generation of consoles (PS4 and Xbox One), I've updated, practically rewrote and reformatted the guide.


  • Q: How do I get back to Mysterio's sim disc? It is the only one I missed and need it to unlock Sliver Surfer without cheats.
    • A: Unfortunately, if you miss this disc you have to restart a game, recollect all discs, and get bronze to unlock Silver Surfer. I have not found a way to go back and acquire this disc
  • Q: I can not find Moon Knight and Colossus, how do I unlock these characters?
    • A: Moon Knight and Colossus are Nex Gen exclusive so if you are playing the PS2, Xbox, or PC versions they are not there. If you are on a nex gen console they are available at the first SHIELD access point. These characters are available with the rerelease in 2016.
  • Q: How do you change (Insert Hero's name here) costume?
    • A: Costumes can only be changed by using a SHIELD access point. Go to Change Team then press for Details. Move over to outfits and Equip the outfit you prefer.
  • Q: Which characters did you use while playing the game?
    • A: Primarily I used Spider-Man, Captain America, Moon Knight then rotated the other spot to get a feel for the other heroes in the game.
  • Q: Where is the Magnetic Dampner and the Manual Dr. Pym asked for in Doomstark?
    • A: One is on the table in the center of the room near where Fury and Black Widow regularly are positioned. The other item is on a table on the platform where the Trivia game is found.
  • Q: How do I get (insert hero's name) other costumes?
    • A: The 2nd outfit is unlocked by killing 30 enemies while the 3rd costume is unlocked by killing 175 enemies. You have to be controlling the character while the enemies are defeated. CPU controlled character kills do not count. The last outfit is obtained by scoring at least a bronze on that characters' simulator disc.
  • Q: I've played the X-men Legends series and there was a stash to place unused items and a store to buy items, where are they in this game?
    • A: There is no stash or store. Once you sell an item it is gone forever, so be careful in what you sell. Even if you play through the game on hard after defeating normal, the bosses will not drop the items they did the first time through. So if you sell it you will not get it back.
  • Q: This is my team... Is it good enough to beat the game?
    • A: Basically, any team of heroes is good enough to beat the game. Somearrangements will make it easier while others might make it more difficult but any group of characters can accomplish completion of the game. Play the game with the group you like and worry about the rest later
  • Q: The guide mentions characters that are not on my game. How are Hawkeye, Nightcrawler, Hulk, Cyclops, Dr. Doom, Magneto, Sabretooth, and Venom unlocked?
    • A: Those characters are only available for the Xbox 360 version of Ultimate Alliance. They are obtained by purchasing the Gold edition of the game or via download on Xbox Live. The cost for the download is 500 points for the hero pack, 500 points for the villain pack or 800 points for both. The re-release of the the game on the PS4 and XBox One in 2016 also comes with the DLC characters.
  • Q: I have downloaded the new characters but can't find their sim discs. How do I unlock their last costume?
    • A: The DLC characters' final costume is unlocked just as the 2nd and 3rd are unlocked: by killing enemies. Once 250 enemies are destroyed while you are in contol of the character the last costume will be unlocked
  • Q: Is there New Game Plus?
    • A: Yes. After you beat the game you can play through again and carry over your stats. You can continue to do this as many times as you want on any difficulty you like
  • Q: What carries over in the New Game Plus?
    • A: Character stats, outfit upgrades, equipment, and unlocked characters. You will have to find the simulator discs to play them again. Each new game you start you can find all the body, focus, and strike upgrades again. The bosses will not drop the same piece of iconic equipment again so if you delete it, it is gone.


ActionPS4XBox OnePS3XBox 360
Light AttackX
Strong AttackCircle
Use/Pick up objectsSquare
PowersR2 + X, Circle, Triangle, or Square
Call AlliesL2
Hero Details
MovementLeft Analog Stick
CameraRight Analog Stick
Change CharactersD-Pad
Disarm Enemies with Weapons/GrappleSquare
Melee Combat Moves
Grab AttackSquare, X
Grab SmashSquare, Circle
Jump SmashTriangle, Circle or Triangle, X
TripX, Circle, X
StunX, Circle, Circle
Pop UpX, X, Circle
KnockbackHold Circle

My Team

My Team Description

My team is a pretty cool new concept added for Ultimate Alliance. You can create your own team of heroes, give them a unique name, and choose an emblem to represent your team. As objectives are completed your team will gain reputation points and then skill points that can be used to add bonuses to the team. Substituting a member out of the team however will cause a reduction in reputation. The team concept is unlocked at the beginning of the Atlantis mission. The team menu is accessed by pressing the Powers button in the Hero Details menu. Skill points are can be added to the following characteristics:

Team Vitality- Boosts your team's maximum health up to a Maximum of 25%
Team Synergy- Boosts your team's maximum energy up to a Maximum of 25%
Team Force- Increases all damage done by your team up to a Maximum of 11%
Team Focus- Increases XP gained up to a Maximum of 24%
Team Tactics- Increases the rate at which you gain momentum
Team Bench- Increases the roster slots (max of 10 heroes)

Team Bonus

Team NameBonusCharacters
Agents of SHIELD+5 to all ResistancesNick Fury, Captain America, Wolverine, Spider-Woman
Agile Warriors10% Reduced Power CostsDaredevil, Spider-Man, Elektra, Black Panther, Deadpool
Air Force+15% Max HealthStorm, Human Torch, Ms. Marvel, Thor
Assassins+60% SHIELD Credit DropsElektra, Blade, Deadpool, Wolverine
Avengers+5% Damage OutputCaptain America, Thor, Iron Man, Ms. Marvel, Spider-Woman
Bad to the Bone5% Damage inflicted goes to healthLuke Cage, Blade, Wolverine, Ghost Rider
Bruisers+15 StrikingCaptain America, Thing, Colossus, Luke Cage, Ms. Marvel
Classic Avengers+15% Max EnergyCaptain America, Thor, Iron Man, Black Panther
Dark Past+5% XPElektra, Blade, Ghost Rider, Spider-Woman
Double Date+5 Health RegenerationStorm, Black Panther, Invisible Woman, Mr. Fantastic
Fantastic Four20 Health Gain per KnockoutThing, Mr. Fantastic, Invisible Woman, Human Torch
Femme Fatale+5% Damage OutputStorm, Elektra, Spider-Woman, Invisible Woman, Ms. Marvel
Martial Artists+15 StrikingCaptain America, Daredevil, Nick Fury, Moon Knight, Black Panther
Marvel Knights+6 to All StatsSpider-Man, Moon Knight, Daredevil, Dr. Strange, Luke Cage, Black Panther
Met His Maker+6 to All TraitsCaptain America, Magneto, Dr. Doom, Hawkeye
Natural Forces5% Damage inflicted goes to healthIceman, Storm, Human Torch, Thor
New Avengers+5 to All ResistancesCaptain America, Wolverine, Spider-Man, Iron Man, Luke Cage, Spider-Woman
New Fantastic Four+15% Max EnergyWolverine, Luke Cage, Ghost Rider, Spider-Man
Power Platoon20 Energy per KnockoutMs. Marvel, Thor, Iron Man, Silver Surfer
Raven Ultimates+6 Body, Strike, FocusThing, Deadpool, Colossus, Iceman, Ghost Rider, Silver Surfer, Invisible Woman
Scorchers10% Reduced Power CostHuman Torch, Ghost Rider, Thor, Storm
Shaba Ultimates+15% Max EnergyMagneto, Hulk, Sabretooth, Hawkeye, Venom, Cyclops, Nightcrawler
Supernatural+5 Health RegenerationDr. Strange, Ghost Rider, Blade, Thor
Think Tanks+15% Max HealthSpider-Man, Mr. Fantastic, Iron Man, Dr. Strange
Weapon Specialists+5% CriticalsCaptain America, Elektra, Blade, Nick Fury, Deadpool
X-Men+15% Max EnergyWolverine, Iceman, Colossus, Storm

General Tips

  • All characters, not just the active ones in the mission, will receive XP. The characters in the missions though seem to gain more XP than the ones on the sidelines. So don't be worried about switching characters out so they don't fall behind. They will level up too just at a slightly slower rate.
  • All characters will begin the game with Auto Power Point Spending and Auto Equipment equipping on. If this is not your preference you will have to go to the Hero Details menu and turn the Auto option off for each individual character. So it is possible to have Spider-Man's Power Points automatically spent but Captain America's require manual spending.
  • If you do not like the current build for your character or just want to try some different powers you can reassign all power points with the exception of the first one placed in a power.
  • Pick up all the SHIELD Credits you can. They will be very useful for leveling up costumes and even buying Power Points
  • Having the mini-map on in the lower right corner will help you determine if you have fully explored a level. Any places outlined in red have not been entered. You never know there could be something helpful there.
  • Generally speaking, the Simulator Disc missions are less difficult the earlier you try them. Attempt the disc shortly after picking it up or at the next hub and you will be better off than waiting until you are at a very high level.
  • Don't forget about the portal. In the pause menu you can access a portal. This will transport you back to that Act's base. This will allow you to change your team or save if you want. After you return to the mission the portal will not available again for a period of time. It comes in hand between SHIELD access points.
  • Save often. There isn't anything wrong with saving.


The walkthrough is based on playing the game at Normal Difficulty level for the first time. Decisions on how to approach a fight will depend greatly on your party at the time of the fight. There is not a best group but each hero has different strengths and weaknesses. Knowing what your characters excel at or what they are deficient at then adjusting your attack plan will be of great benefit.

SHIELD Helicarrier

FuriousRendezvous with Colonel Fury on the bridge of the UNN Alpha
The Scorpion's StingDefeat the Scorpion in battle
Nuclear DisasterStop the Masters of Evil from launching the Helicarrier nuclear missiles
Bullseye's TargetDefeat Bullseye in battle
SOSProtect the Helicarrier engine from the Masters of Evil
Dragon's FireDefeat Fin Fang Foom before he can destroy the Helicarrier engines

Body Power Up
Focus Power Up

Objective: Furious

The game begins with a killer cut scene on the S.H.I.E.L.D Helicarrier. To begin your character options are predetermined. The group consists of Spider-Man, Wolverine, Captain America, and Thor. If you are like me and wish to control what powers are upgraded and who uses certain items I would suggest pausing the game and turning off the Auto Equip and Auto Point distribution features. You will have to turn the Auto feature off for each individual character. If you keep them on the game will determine what powers are leveled up and who is wearing a piece of gear. With the Auto option on later you can reassign the power points (except for the first point in each power) and equip items on different characters.

The team needs to make it to the bridge and rendezvous with Colonel Fury. Take the stairs up to the left and through the door. Inside we find a few Ultron Warriors. You have a several combat options. There is a Light Attack, Strong Attack, and Powers. There is no wrong way to fight. The fun part is mixing it up. For instance with Captain America toss your shield at one bad guy then perform combo attacks on another while the shield is returning. Using Powers will require Energy. The amount of energy your character has is indicated by the blue meter around that character's picture in the lower left corner of the screen. Energy will slowly replenish out of combat or by defeating enemies who will drop blue orbs. The red meter represents your character's health. When it runs out that character is no longer in the fight and can be revived at a SHIELD portal. Defeated enemies also have a chance to drop red orbs to replenish health. As you defeat enemies and destroy environmental objects (crates, canisters, etc) be sure to pick up the yellow SHIELD credits that drop. These will be valuable for upgrading costumes and potentially buying extra power points.

Battle a few Ultron Warriors and continue through the next door. Make a right across the fan and down the ramp for to fight a few more Ultrons. Up the ramp on the other side and leap over/move through the blaze of fire. Enter the next room and fight more Warriors and move out. Down the ramp and up the stairs to the next room where you should find a door that must be manually opened by tapping the Use button. There will be some lasers fired but should not hit you. Follow the ramp around and up some stairs and you meet your first real enemy: Scorpion.

Objective: Scorpion's Sting

He is a pushover. There are some Ultron Warriors that will try to help him out but they can't do much. Scorpion has a ranged tail attack and a melee tail attack neither of which is too impressive. He should easily be defeated and provided you with your first item, Scorpion's Tail.

Go up the stairs Scorpion was guarding and through the next room. There is a large blaze on the other side that you can move around. The next door leads to the command deck and Nick Fury. Fury asks that you stop a nuclear missile launch by the Masters of Evil. Before you leave you can talk to Fury and he will fill in some story points. Move down the stairs and exit the bridge. The green circle on the ground is a S.H.I.E.L.D access point that allows you to save and change your team. The others available are Moon Knight, Ms. Marvel, Mr. Fantastic, Storm, Invisible Woman, Luke Cage, Thing, Iron Man, Human Torch, Elektra, Colossus, Ice Man, Deadpool, and Spider-Woman. More characters will be unlocked as you proceed.

Objective: Nuclear Disaster

Standing with your back to the bridge move right through the door. A cut scene will occur and your team is trapped in the room. Destroy the Ultron Strikers and then pull out the old energy source and replace it with one from the corner of the room (the large silver object that you can push). Once in place move back to the console (indicated by the orange triangle) to open the door. Through the door and down the stairs for more battles. You start to see enemies with special features (resistances and power ups for defense or attack etc.). The next room has more enemies in it than the previous areas but they are still no match. Move through them and climb the ladders on the right side of the room to reach the next area. Go through 2 doors and you have reached the nuclear weapons launch bay. Fury says the only way to stop the missiles is to destroy the console that controls them. There is one on each side of the room marked by large X's. You destroy them both but one of the missiles launched. Now its to the navigation room to activate the missile's self destruct. You have 5:00 minutes to get there. Head back the way you came and you will encounter BULLSEYE.

Objective: Bullseye's Target

Bullseye is a little tougher than Scorpion was but still no match for the good guys. He has a decent ranged attack and an adequate supply of health. I just used Spidey's ranged attack and moved in close for some hand to hand with Wolverine. There are a couple normal enemies with him that are easily taken out allowing you to attack Bullseye relentlessly. He leaves an Item, Assassin's Sight. Use the console in the next room to destroy the missile.

Objective: S.O.S

Go down stairs to enter the barracks. There is a S.H.I.E.L.D access point to the left and ahead is the Black Widow's laptop. Pick it up. Moving forward you will encounter a SHIELD agent. He has been trapped and needs to be release. Turn around and go in the door to the right. Jump the laser and walk over to a console. Press the Use button to make one of your team stay at the console then select another member (using the d-pad) and go to the other console and hit the Use button. This unlocks the SHIELD agent.

Return to where you first saw him. Each of the rooms has a computer with some story information on it. Read it if you like then continue. Down the stairs and you encounter Doombots. One breaks through the window. Kill it then jump through the open window to the outside. Fight your way through some more Doombots and move around to the far side of the outer portion of the ship. Go up the stairs and you will encounter Winter Soldier and Radioactive Man. Midway through the battle, Dr. Doom interrupts over the radio and they leave. Follow the evil duo.

They send their minions in to do their dirty work while they attempt to escape. Destroy their henchmen and double jump the platform they escaped to. If you cross to the other side there is a Striking Upgrade one of your heroes may enjoy. Give chase and catch up to the enemies. This time the fight is for real. They are imposing but beatable. Radioactive Man will not receive damage while his health bar is purple. He is usually even greener than normal when this is the case. Winter Soldier is attackable at any point. Move in close and beat him down. Now that the danger has been halved attack Radioactive Man with ranged attack. There is a Body Upgrade on a balcony at one end of the battle field. The defeated enemies drop the Bionic Arm and Radioactive Touch items. Once victory is obtained Fury activates an elevator in the previous room.

Once at the top of the elevator, go down the stairs and straight ahead to the ladder. Continue down the predetermined path. There is a Focus Upgrade at the third set of stairs after climbing the ladder. If game tips are on this is where you are always reminded of what the block button is. Eventually you will come to a point where you can go outside. This is where Fin Fang Foom is.

Objective: Dragon's Fire

Fin Fang will begin on the deck. While he is on the ship he has striking attack that can be avoided by keeping your distance (or blocking) and an attack where he creates an energy way by pounding the ground (avoided by a well timed jump or block). He will also spit a barrage of fire balls. Damage from the fire balls can be avoided by blocking. Additionally, avoid the fire on the ship, as it will also cause damage. Several bots will continuously spawn on the ship. Defeat them to replenish health and energy. Attack with a ranged character while Fin Fang Foom is perched on the Helicarrier to avoid his hand to hand attacks. Alternatively you can move close for melee attacks just be sure to block when he draws his arm back to attack. When he moves into the air run up to the gun and tap the Use button. The Light or Strong Attack button will allow you to fire the turret at the beast. Aim at the direction it appears he is flying toward the Helicarrier from and fire non stop. Once he is hit quickly exit the turret. Fin Fang Foom will land on the deck with a massive blast. Repeat the process until the dragon is defeated. Fin Fang leaves Dragon's Heart. Head back inside when you are ready.

Stark Tower

Electronic SecretsGet the decryption module from Black Widow and take it to The Vision
Cyber SpeakFind Dr. Pym's cybernetic helmet on the Omega Base and return it to him at Stark Tower
Focus Upgrade
Body Upgrade
Striking Upgrade

The base of operations will be Stark Tower. Explore the area and talk to everyone you like. Fury and Black Widow provide some background. There is a focus upgrade and a body upgrade up the stairs on either side of Wyatt Wingfoot's position (the yellow exclamation point on the map). There is also a sketch book located next to Wingfoot. There is also a striking upgrade and a pair of Tony Stark's cufflinks available on tables in the room. Hank Pym and the Vision are in one corner and will provide some background information and a couple of new objectives. Pym would like you to find his cybernetic helmet on the Omega Base and bring it to him. Vision needs a decryption module from Black Widow. After talking to Vision find Black Widow in the center and talk to her. Ask for the decryption module then go back and talk to Vision. That is an easy objective to complete. There is a trivia game and a training simulator at your disposal. When ready talk to Wingfoot to setout.

Omega Base

Detecting DuganLocate Dum Dum Dugan to find out what's happening on the Omega Base
Resuming ControlProtect Dum Dum Dugan as you escort him to Central Control
Train WreckDisable the primary drive train for the Omega (Optional)
A Long Way to the TopStop the Omega Base by reaching the control room on the upper deck
Ultimate UltronStop the Masters of Evil from stealing the Ultron upgrades
Neural NightmareDon't let the Masters of Evil unleash the neurally enhanced Super Soldiers
Gamma DetonationTake Dr. Banner and deactivate the Gamma Bomb before it explodes
Database DestructionStop the Super Soldiers from destroying the Omega computer (optional)
The Meance of MODOKDefeat MODOK in battle before the Omega base crashes into the dam
Daredevil Action Figure
Body Upgrade
Captain America Simulator Disc

Wyatt Wingfoot announces that you now have access to a Portal that will take you back to base whenever you need. To activate the portal go to the Pause menu and click on Portal. A portal will appear that will allow you to go back to your base. These can only be used every 5 minutes.

Objective: Resuming Control

Once you begin the mission go through the door on the left to meet up with Dugan. Escort Dugan to Central Control. He isn't a baby and will mix it up as you encounter enemies. Enter the next room and veer to the left. Fight some Troopers and enter the door on the left at the end of the hall. A mini cut scene will introduce you to a Super Soldier. He looks large but isn't very dangerous. Move into the room the big guy just busted through and continue to fight your way to a larger room with rotating gears.

Objective: Train Wreck

Dum Dum has an idea. Disable the primary drive train so the Omega Base is forced to switch to the secondary drive. Destroy the gear that is down the stairs and has an orange arrow pointing toward it. Down the stairs to the right is a Daredevil action figure. Move around the to the other side of the room and destroy the other part of the drive train before going up the stairs. Doom destroyed this control room so it is useless, fortunately there is a second one. Exit to the left and pick up a +1 Body Upgrade. Go back and exit through the other door for a SHIELD Simulator disc that contains Captain America's comic mission. Move through the door in the center and you will come to Crimson Dynamo. He launches missiles from his suit and has an electric charge attack. It is doubtful he will provide much resistance. Once you are by Dynamo the other portions of the drive train are ahead, marked by the 2 large X's. Take them out. The next room has a SHEILD access point and is the control room you have been searching for. Of course these controls are busted too. The team needs to make it to one of the upper decks.

Objective: A Long Way to the Top

Through the door and you will see a message notifying you that some enemies will have shields and need to be attacked from behind. You can also grab their shields and pull them away. The only way to the top is via the Omega's exterior. Move the only way that you can and a helicopter will come by. Notice the red circle as it fires its missile. From now on if you see the red circle on the ground you should probably move. Fight your way through the same old enemies and reenter the base on the other end and you should reach the Project Labs.

Objective: Neural Nightmare

Save if you would like then go through the door on the right. This leads to a room with Super Soldiers encased in glass. Mysterio messes with the Neural inhibitor and causes the encased soldiers to come alive. Once the four super soldiers are dead move up the stairs and into the next room.

Objective: Gamma Detonation

Bruce Banner is stuck in the lab (why doesn't he just become the Hulk and bust out?). Before leaving go to the to left corner an pick up the helmet Hank Pym asked for. Banner will wait outside while you go in and deal with 2 Super Soldiers. The shutoff to the Gamma Bomb has been damaged so off to the secondary lab. A red arrow will appear on the mini map. Back track a little and there is a new path open. The doors to the right lead to a sleeping area and has Wolverine's Simulator disc inside. Go through the next door and downstairs to use the console. The gamma bomb has been disarmed.

Objective: Ultimate Ultron

Go back up the stairs and move toward the large X. Mysterio is at it again. He wants to fight but instead he makes 2 copies of himself. The copies will continue to regenerate until the real Mysterio is gone. I haven't determined a visual way to differentiate the 3 Mysterios. Use radial or multi-target attacks if available. Spider-Man was on my team at the time of this fight. His Web Bullets is a good ranged attack and his Web Shield helps to reduce incoming damage. Mysterio will cause a slowing affect on your hero. When this happens I would change to a different character and continue to attack. Defeat a copy will cause the release of red health orbs that can be invaluable during the fight. Once defeated Mysterio drops the Master Hologram item. Continue forward and in the room opposite the lift there is a +1 striking upgrade. Take the lift up.

As the lift rises you will be attacked by numerous enemies. They are not tough but there are bombs that will drop as well. These bombs are identified by the orange flashing arrow above them. They can be disarmed by hitting the X button when near one and then the button sequence that appears. You can also just stay away from them and let them explode. The normal AIM enemies can be knocked off or thrown off (Use button and the analog stick) the edge of the lift for quick kills.When the lift stops moving jump up and move down the hall.

Objective: Database Destruction

There will be a door you can enter to the left for an optional objective. Destroy all the Super Soldiers (6 maybe) before they destroy the computer. Exit and continue to another lift. This one is a shorter ride but the idea is the same. Defeat the enemies or toss them off the edge.

We've arrived at the Top Deck. Down the stairs and you encounter a SHIELD Agent. There is another helicopter in the area and the only anti air craft gun is on other side of the base. To the right downstairs is a comic book. Continue forward and you will come to a point where there are some enemies with shields on a higher platform. One of them will destroy the railing for you to jump up. Fight off these guys and the helicopter will block your path. Push/pull the large metal object on the platform over the railing that was destroyed and through the glass floor below. Drop through the opening and "Go Inside".

Pick up the Black Panther action figure standing on the yellow and black striped floor. Move through a couple doors and a few enemies until you can "Go Outside". The helicopter lands, releases a few enemies and leaves. A SHIELD agent is trying to open the door to the bridge but the helicopter keeps him form doing so. Use the anti air craft gun to take out the chopper. A timer appears (I believe 40 seconds) you won't have to worry though just jump down to the gun and activate the turret. The cut scene does the rest. Take out the enemies once the helicopter is destroyed. Don't forget the focus upgrade near the door before you leave the area. Keep going and you will encounter MODOK.

Objective: the Menace of MODOK

MODOK will immobilize your team. He will ask you questions and each time you get one right you move forward. A wrong answer and its an electric shock. If you answer all the proposed questions correctly (he will ask three) you enter the fight against MODOK without any damage. Here are the questions and answers.

What is the atomic symbol for gold?Au
What percentage of the Earth's atmosphere is oxygen?21%
Which of the following is not a geologic period of the Earth?Neoprene
What does MODOK stand for?Mobile Organism Designed Only for Killing
Which of these is capable of escaping a black hole?Nothing
How far is the Earth from the sun?93.2 Million Miles
What is the half-life of Strontium 90?29.1 years
Which of the following is not a subatomic particle?Fumf
Which race exterminated itself with technology from the Watchers?Proscilicans

Stand back with a ranged character and unleash all of your energy using powered attacks (a good example would be Spider-Man's Web Bullets). When you are out of energy switch to another character and repeat. Move in for some melee attacks if your energy doesn't replenish fast enough. MODOK mainly seems troublesome when you are close. Entering the fight without the damage from incorrect answers helps greatly. MODOK will drop the MODOK chip. Use the console and the Omega Base will be stopped before reaching the dam. The team extracts back to Stark Tower

Stark Tower 2

Data StreamAsk Dr. Pym to look at the Quinjet's data feed for Wyatt
Iron Man Simulator Disc

Talk to everyone again. Make sure you return Dr. Pym's helmet. Talk to Wyatt and he will give you the aforementioned objective. Go back to the good doctor and he would be happy to take a look at the Quinjet. Also notice the large X on the map. It leads to Iron Man's Lab. Weasel has some info on Black Widow's laptop but needs a password to SHIELD's priority files to go further. He says to talk to Vision for to key on where to get the necessary password. Talk to everyone you'd like in here. Black Panther, Elektra, and Jarvis are available. If you picked up Stark's cufflink earlier Jarvis will discuss it briefly with you and you get an objective completed. If you didn't get it then he will ask for it. Iron Man's Simulator disk is also here on the desk next to Elektra. A sketch book is also positioned on the right side of the room. To get the password for Weasel, talk to Vision about Nick Fury's brother. Now talk to Black Widow about Baron Strucker and finally talk to Nick Fury about Gabriel Jones. Now go back to Weasel and tell him the password is Gabriel Jones.


Riot in AtlantisLocate Namor to discover what caused the riot in Atlantis
Battling the Barbarian KingRemove Attuma from the throne of Atlantis
The Secret of the CryptsDiscover what the Masters of Evil are doing in the Atlantean crypts
The Sound of InsanityDestroy 3 Sonic Emitters (OPTIONAL)
Mission of MercyGather rare seaweed to create a medicine that will heal Namor (OPTIONAL)
Focus Upgrade
Black Panther Action Figure
Mister Fantastic's Simulator Disc
Skill Point
Strike Upgrade
Daredevil Action Figure
Body Upgrade

You have unlocked the ability to create your own Marvel Team. You could move members in and out before but this lets you build a "reputation" for your team. Your heroes can benefit from each other when working together in groups of 3 or more. It is possible to create your own team or select a Marvel Comic Team. Existing teams are the Avengers (Captain America, Ms. Marvel, Iron Man, & Thor), the Fantastic Four (Invisible Woman, Mr. Fantastic, Human Torch, Thing), and Marvel Knights (Black Panther, Doctor Strange, Luke Cage, Spider-Man). Creating your own team allows you to form an alliance among your favorite characters.

Selecting to build a team from scratch moves to a menu where you pick your team's logo. Next choose a team name. This can be anything you like. The logo and team name can not be changed later so be sure you are happy with your selections. Your team will gain reputation by completing various tasks in the game. At least three members of Your Team must be in the mission to gain reputation. The team's level will increase for every 100 reputation gained. If your are unhappy with the characters you selected for your team they can be replaced. This however will cost 50 reputation to remove the from Your Team. This does not mean you are restricted to only play from this point with certain characters. You just cannot remove a character from Your Team roster without losing reputation. If your team is Spider-Man, Iron Man, Thor, and Luke Cage, you can play a mission with Captain America, Deadpool, Colossus, and Ms. Marvel or any other combination without any penalty. Changing a character in a mission is not the same as removing a character from Your Team's roster.

Objective: Riot in Atlantis

There is a focus upgrade up the stairs one set of stairs the other set leads to the underwater connection tube. Once you've passed through the connection tube enter the dive chamber. On the end opposite entry is a Black Panther action figure. Use the control console to open the hatch for entry into the water. Take either the path to the right or the left and you will end up at
the same point. Continue forward until you reach a mini cut scene where you see Namor encased in a bubble. Destroy the guards and then you can use the console to release him.

Objective: Mission of Mercy

The Temple of Negrete is the side door. Enter here if you'd like to get the seaweed. Look to the left upon entry for a cracked portion of wall. Destroy the wall to reveal a secret area housing a Skill Point. Take the left path and destroy the enemies in the room. Open the clam for a pearl that will open a lock. In the corner of this room there is a wall with a crack in it. The wall can be broken to open a secret area housing Mr. Fantastic's simulator disc. When you exit the room through the door that will put you behind the giant statue at the entrance. Move left up a ramp and into a room where your team will notice openings in two pedestals next to a giant statue. Place the Eye of Negrete on one of the pedestals. Exit and swim straight across the hall toward the giant X. In this room you will acquire Trident's Tip. Now remember when we went left at the beginning of the temple. Investigate the other side and you will find a door to a tomb (marked by an X) and inside is the 2nd Eye of Negrete. Place the second eye and the statue will move. Place Trident's tip and a door will open to the Walek Seaweed. Namorita opens a whirlpool to her location so she can administer the medicine to Namor.

Objective: The Sound of Insanity

Now enter the Atlantean Trenches. Be wary of the mines floating in the water, if you hit one of them they explode. Byrrah and Krang are guarding the first sonic emitter. There being two villains makes this fight more difficult. The terrain can also provide some difficulties. Try to initiate the fight at platform in front of the emitter. This flat area will allow you to make sure your ranged attacks will connect. Focus on one of the two enemies first. It seems that Krang goes down faster than Byrrah each time I play this level. When defeated, they will drop the Crown of Byrrah. Be sure to destroy the emitter before continuing.

Take either of the two available paths and you will find then next 2 sonic emitters destroy them and save if you'd like (remember this is an optional objective). There is a Strike upgrade near one of the emitters. Move your way to the entrance to the throne room but before entering release the guard from the giant clam and he will provide a combination to a safe in a submarine nearby. The sub is directly across from the clam. Turn around swim up the "rock steps" to the sub. Inside the chest is a Daredevil action figure and I got Human Torch's Cloak. Now to the Atlantean Throne.

Battling the Barbarian King

Go either direction here they both circle to the area where the mini cut scene took place. Fight your way to the other end of the room. Tiger Shark and Attuma place a bead and release enemies, one of which will regenerate health. Destroy them and take the bead. Place the bead in the center of the next room to open 2 doors. Once the bead is in place numerous enemies will appear. Defeat the enemies then enter the door on the left. There is a trench that you will not want to dive into, so swim across and get the bead. As you leave get the Sketch Book on the side wall. Now to the other door. Cross this trench and obtain the bead. Place one bead on each of the remaining pedestals to open the main door for a battle against Attuma and Tiger Shark.

This battle was difficult only in the sense that Attuma and Tiger Shark were able to swim a lot better than I. The enemies will be "grounded" for a while if you activate the consoles on either end of the throne room. It is much more difficult (at least for me) to fight by swimming only. Once grounded, I was able to corner Tiger Shark and unleash a barrage of melee attacks with Captain America to take him out fairly easily. So the best strategy is to move from each side of the room grounding the swimmers then attacking. Once they are grounded and you can hit them with melee attacks it may be a good time to unleash an Xtreme attack if your momentum meter is full. With their defeat your team acquires a Hydro Suit and may enter Defender's Crypt.

Objective: The Secrets of the Crypts

Fight your way through the area. Along the left side of the path there is a body bonus you can pick up. There is nothing of note about the enemies here. They are just grunts that you will take out with ease. Follow the path and you eventually come to the Arena. Enter it. In the arena you will find Mandarin and before he goes he has a small surprise for you. Kraken has a ground smash attack and he will punch. Kraken also sprays a black mist for a ranged attack. Watch for openings in the columns surrounding the beast. When there is one enter it on the side closest to the underwater beast for a button pushing mini game that will deal out damage to Kraken. Defeating the guards seems to be the key to opening another column for the minigame. The remaining enemies will be indicated by red icons on the mini-map in the lower right corner of the screen. If there is just one red icon then Kraken is the only enemy there and a column should be open. No attacks you perform will damage Kraken other than the columns collapsing. Once all four columns come crashing down on his head he is defeated. Pick up the Blood of the Kraken and move to the area where Mandarin was. You are back at Stark Tower.

Stark Tower 3

Problematic SchematicFind the Ultimo schematics from the Mandarin's Palace
and give them to Colonel Fury at Stark Tower

Talk to Fury and he will ask you to retrieve the Ultimo schematics from your next mission. Now to Iron Man's Lab and Weasel to see what information he retrieved from the Black Widow's laptop. He needs help but doesn't know who to trust. He recommends talking to Dr. Pym to figure out who is more trustworthy. Pym knows Cebulski and has some information but refers you to Vision for data about Beroge. The choice seems clear tell Weasel he can trust Cebulski.

Valley of Spirits

The Rings of MandarinQuestion Mandarin about Dr. Doom's plans for the
Masters of Evil
The Orb of AgamottoLocate the Orb of Agamotto for Dr. Strange
Sketchbook (2)
Striking Upgrade
Thing Simulator Disc
Focus Upgrade
Body Upgrade
Crimson Dynamo Simulator Disc

Objective: The Rings of Mandarin

Enter the first room and kill the monks. Down stairs in the corner behind a column is a Sketch Book. Use a strong character to pull the rope in this room to open a door. I say strong character because Captain America said he wasn't strong enough when he tried, Spider-Man though was able to pull the rope. If none of your characters are strong enough (which is unlikely) you can go through the door on the left and fight your way around to the same position. The wooden barrels in this world are explosive so do not use melee attacks to destroy them it will cause considerable damage. Fly to the center of the room and punch the gong to open a door. (Alternatively you can use the other door in this room and fight your way around to the other side of the door). If you fight through the side room one of the enemies will be Dragonman. Think of him as a mini-boss. He is large and takes up most of the space on the platform where the fight takes place. Stay back and hit him with ranged attacks. Changing characters as he approaches the one you control. Then continue with ranged attacks.

Once in the room with the three fires downstairs you can leave through the door past the fire or maybe use your powers to extinguish the fires with blue X's above them. (I did not have anyone on my team that could do so, therefore I just used the other door). Once through the door battle Ultimo. He will have a ground pound stomp that can be blocked. Stay back and hit him with ranged attacks. If you do get close be sure to watch for his attack tells (lifting of the foot) so you can block to mitigate the damage. Spider-Man's Web Bullets are killer right here. I just stood back and pelted Ultimo with webs until he fell. Pick up Ultimo's Plating. After Ultimo and just before the stairs to the next room a Striking Upgrade sits behind a fire. In the next room when you approach a door a cutscene tells you it is locked from the other side. Enemies will then appear. Once they are destroyed the door opens and more enemies come through. Save Point.

On to the Golden Court, where there are three doors you can take. All of which lead to the exact same room. Fight your way through the enemies here and go up the stairs and into the next room. Stay away from close contact with the spinning blades (destroying them with a ranged attack is a good idea) and move on. In the next room stay upstairs and go right. You should fight your way to a weapons cache that has an item for one of your heroes in it.

Go back the way you came. In the room upon entering the Golden Court, there are 2 large columns of spinning blades to destroy before going up the stairs. On each side of the stairs there is a balcony that will have a room attached. One room contains Thing's simulator disc. The other has the Ultimo Schematics Fury asked for. Continue to the next room and stay on the balcony (if you fall climb the hanging fabric to get back to the balcony). Wait for the fire breathing statues to stop then jump from platform to platform. The next hall has a number of easily destroyed enemies.

Through this door is the Grey Gargoyle. Grey Gargoyle can temporarily turn one of your team to stone. He also regenerates health from time to time. His main attack other than turning some one into stone will be a ground pound radial attack. Overall it is not a difficult battle. Continue to attack until one member is turned to stone then switch. By this time you may have built up some Xtreme attacks. Bosses are always a good place to unleash them. He drops an item Stone Touch.

Advance to the Celestial Hall. The floor opens and enemies jump in. It would be wise to take out he regenerating guy first so you don't have to keep killing the same monks over and over. Go up the stairs and to the left. In this room there is a sketch book to the left and a weapons cache at the top of the stairs. Defeat the enemies. Stand on the three yellow/golden floor panels to make a lever appear. If needed, there are 2 large blocks can be used to hold down two of the three floor panels. Use the lever and a door will open next to the SHIELD access point. There is however another door and another lever. Exit, go straight across the room and up the other set of stairs. There are four portals on the ground that will spawn enemies. To limit the number of baddies you have to fight you can move the two large blocks in the room over a portal to prevent spawning. Now we just have two portals that will spawn enemies to worry about. Eventually you will defeat all the enemies that will exit from the portal. Once this happens a lever will appear. Use it to open the second door at the SHIELD access point.

This leads you to an improved stronger Ultimo. He is still no match for your foursome. A constant barrage of attacks should put this bot out of his misery. Remember to block his stomp. If you have an Xtreme it is not a bad idea to use it right here. At the top of the stairs past the Ultimo battle are a focus and body upgrade.

Objective: The Orb of Agamotto

Into the Forbidden Passage. You run into Dr. Strange and decide to help him out. Your team also agrees to help the good doctor retrieve the Orb of Agamotto. Continue forward and you will come to more spinning blades. Among these blades sits the Crimson Dynamo simulator disc. Continue to fight your way through to a door that says it is locked from the other side. Use the other door in this room and follow the path to the Orb located in a treasure chest. Once the orb is yours so is Dr. Strange. He has been unlocked and is available to your team at any SHIELD access point.

In the room connected to where you found the orb several enemies appear. Head back there and fight your way through and go up the other set of steps. In this hall there are big statues on either side. The statues can be destroyed to reveal small secret areas. Each area has a spinning blade column to destroy and several vases. The one on the left nearest the exit to Mandarin's Court also has the a Black Panther action figure.

Mandarin has a whirlwind attack that will knock you into the air and a ice attack that temporarily encases a hero in a block of ice. Keep on the attack and he will leave to a protected area once his health is about half. I fired Spidey's Web Bullets not stop throughout the fight and it worked really well. While in his safe room Mandarin will release a small spider looking robot/bomb. Once the first one is destroyed he will bring out a Ultimo Mark 3 to fight. The large yellow disc below Mandarin's position is a teleporter into the room where he stands. Stand on the disc and you enter the room he is in, but the Ultimo will grab you and take you back to where you started. You need to blow up the Ultimo in Mandarin's room. Since the spider bots are attracted to you have one chase you into the teleporter and it will destroy the Ultimo in the other room. The spider bot has to cross the teleporter without your character crossing it. Basically you can stand behind the teleporter and hold block until one comes along. If no bots are coming step out from the behind the circle then move back. Once the Ultimo is gone teleport to Mandarin and continue the battle. Repeat the process a couple more times and Mandarin will be back on the main floor. In two of Mandarin's safe rooms you can find a weapon's cache to get a piece of equipment and replenish some health/energy. Once Mandarin is out of safe rooms, it is just like the beginning. Upon his defeat, he drops the White Ring of Mandarin as a reward. Use the portal to return to Stark Tower.

Talk to Fury back at Stark Tower and provide him with the schematic you found. When ready talk to Wingfoot to move on to a new base and Act 2.

Side Note: COOL Nightcrawler cut scene.

Sanctum Sanctorum

Security BreachGet the SHIELD security module from Vision and give it to
The Scientific MysticLocate the mystic tome 'A History of the Arcane' and
give it to Vision
Striking Upgrade
Daredevil Action Figure
Doctor Strange Simulator Disc
Focus Upgrade

Move up stairs and down the left corridor to meet up with Nick Fury. Explore the area and talk to whoever you like. Find Vision and he will ask you to find a book for him. There is also a striking upgrade in the room where you find Vision. You can also take the orb from the foyer and place with the Mirror of the Ancient One for a minor conversation. Go upstairs to the Sanctuary and you will run into Weasel. The Cebulski was helpful but now he needs a SHIELD security module from Vision. (Boy he is awful needy). Go to the large X to pick up the book Vision requested. The third Daredevil action figure is just past the book. Dr. Strange's simulator disc is located up the stairs across from where you got Vision's book and the action figure. Place Dr. Strange in your party and enter his bedroom to pick up 2 focus upgrades. When ready teleport to your next mission using the Orb of Teleportation.


The Land of the DoomedSave Nightcrawler and Jean Grey at Castle Doom
The Plight of the PhoenixClear Jean Grey's mind by destroying the equipment
controlling her
Murderworld MayhemFind Arcade and see what he knows about Nightcrawler
Political SchemesLocate and free Senator Kelly (OPTIONAL)
Mysterio Simulator Disc
Daredevil Action Figure
Focus Upgrade (2)
Skill Point
Strike Upgrade (3)
Luke Cage Simulator Disc
Sketchbook (3)
Body Upgrade (3)
Elektra's Simulator Disc
Black Panther Action Figure

Objective: The Land of the Doomed

Enter the next room and a mini cut scene will show enemies jumping out from behind the paintings on the wall. Destroy the Doombots and move forward. There is a treasure chest in the room but opening it only reveals a large hammer that will hit your hero. The next hall has gates that move up and down. They are easily timed (but the CPU controlled members have some trouble). Move forward and into the next large room. This area will have a few more enemies and five smaller rooms attached. You can break the gates and enter the smaller rooms for some items. On the right there is another hammer chest and a Daredevil action figure. The left side rooms contain a Mysterio simulator disc and a focus upgrade.

SPECIAL NOTE: MAKE SURE TO GET MYSTERIO'S DISC, if you miss this disc here and now there is no way to come back to this point later and get the disc. The disc is required to unlock Silver Surfer and get the Golden Age of Comics achievement/trophy.

Through the only door remaining and you find yourself in a long hall. There will be gates ahead and a wall with spikes trailing behind you. The goal is to make it down the hall without being killed by the spiked wall. Just move forward killing the few enemies you see and breaking the gates down. Once near the end duck into the room on the left and the spiked wall will pass.
Return to the hall and push the spiked wall further to reveal a secret area. In the secret area there is a chest (no hammer this time) and a skill point. The next area has a floor pattern resembling Dr. Doom that will shoot fire. Just avoid the Doom squares and move on. Once through the Doom floor area the adjacent hall will have 2 mini-rooms. One of which houses a striking upgrade. In the next room you will encounter Jean Grey. She is under some type of mind control and is ready to fight. Jean will attack with melee and has a radial burst that will push you back from her. Its not really a tough fight at all, constant attacking will cause her to flee. We find out that we were not really in Castle Doom, Arcade has been playing games with us. On to the Big Top.

Objective: Political Schemes

Pick up Luke Cage's simulator disc to your immediate left and a sketch book to the right. Senator Kelly is located at the large X just down the stairs from the entrance to the Big Top. Bust him out and pick up the body upgrade.

Objective: Plight of the Phoenix

Turn around and follow the wooden walk way to the Tent. Inside, your team of heroes encounters Jean Grey again. This battle is as easy as the first. Despite her immense powers she mostly attacks with punches and kicks. Occasionally she will perform a radial push back. Upon her defeat Arcade pulls her into the nearby game. Next, a clown car enters the tent. Destroy all the clowns that exit the car and receive a coin. Use the coin to play Pitfall. I stayed on the top level the entire time. If there is a gap in the floor jump over it. If there is a rope swinging from the ceiling jump onto it to cross a pit. When you see alligators in water, wait until their mouths are closed then jump on there heads to cross. If a barrel is rolling toward you jump over it. Snakes and fire are also bad so jump over them as well. At the end is a carousel that you activate to free Jean. She is in her right mind now and is no longer attacking. The SHIELD access point that was covered by a stopper is now open. There is an exit to the boardwalk so you can save if you like.

Objective: Murderworld Mayhem

Back into the tent and we need 2 golden tickets. One can be acquired through playing pinball. Enter the pinball area. In here there are enemies to kill but try to avoid the flippers.They will hit you and knock you back. Explore the area and knock down as many of the boards with Arcade on them that you find. Knocking them down gives you points toward the 1,000,000 you need. Search the area for a sketch book, a strike upgrade and a body upgrade. Eventually you should come to a set of ramps on opposite sides. Up one ramp is Rhino and up the other is Shocker. These enemies are rather simple as well. Rhino will attack with brute strength. He has an uppercut like attack with his horn that will cause you to pop up in the air. It can be blocked. Spider-Man's Web Bullets, again, is an excellent ranged attack to use against the boss. Additionally, you will want to steer clear of the large horns. They will knock you down if you get too close. Once Rhino is defeated he drops Rhino's Horn. Move to the other ramp to fight Shocker. He uses his gauntlets to blast you at a distance or to smash the ground for a radial attack. I stayed at a distance and fired ranged attacks until I ran out of energy then moved in for some melee powered attacks. Shocker did not provide much resistance. Once both enemies are down and you have the necessary points a cut scene occurs. Numerous pinballs will fall from above. Head toward the save point and pick up the ticket before exiting. You are now back at the beginning of the Big Top. Head back to the tent and enter the Fairgrounds to obtain the 2nd ticket.

Venture to the right side of the fairgrounds and you should see a focus upgrade behind a wooden wall. Destroy the wall to get the upgrade and ride the bumper car around if you like. Fight all the enemies in the area then enter one of tents in the center. Inside you should find a hammer pick it up and go to the locked gate. Hold one of the attack buttons to charge a hammer smash. Use it on the test of strength game just to the left of the gate. Enter the next area and fight all the enemies. You can still use the hammer as a formidable weapon against the clowns and boxes in the next area. There is a sketch book and a claw game to play here. Make sure you play the claw game because the prize is pretty cool. Once the claw game is activated just press the correct (on screen) button sequence for your prize. When ready take the hammer (if you lost your first one) out of the tent in this area and test your strength again for a new item and some coins. There is also a chest that will provide SHIELD credits, a piece of Equipment and some orbs inside the tent. When ready exit the area through the opening in the tent at the rear.

Open the chest to the right for some gear (only one will provide items) then move on to the Maze-O-Death. Pull the finger to the right and a wall will lower allowing you to move forward. Additionally a portion of the ground opens revealing rotating spikes. Stay away from the spikes, its and automatic death. Avoid the flowers with the green gas it will lower your health. Elektra's simulator disc is in the maze and easy to spot. The last finger has 2 chests next to it. The chest on the left is the one with the goodies. Once the last finger is pulled pick up the hammer and test your strength to open the gate. You should now be at a bumper car area. Use your car to destroy the enemies for the 2nd golden ticket. Simply smash them like you were really on a carnival bumper card ride. Exit to the Roller Coaster and then the Big Top.

Use your 2 tickets at the ticket booth and enter the Fun House. You have a choice of 3 doors. Door number 2 can not be opened initially (each time you try the hammers come out of the chests and hit you). So lets start with door numero uno. Fight your way down the hall and open the first chest you see for some loot. Once the enemies are defeated another door number 1 will open. Through this door is a mini-game where you grab hold of a white bar and make a ball bounce into the blocks above. Once the blocks are gone door number 2 opens. But first lets check out what's behind door number 3. Alright a striking upgrade, but wait, picking up the upgrade causes a wall to appear blocking your exit. Looks like you will have to fight your way out. There are a lot of enemies to kill. Once they are gone break down the wall but before leaving go to the flowers in the room. Though you may not see it there is a Black Panther action figure around the center flower. Pick it up and them go to door number 2. Fight your way through the disco room and down the remaining hall when you reach the finger pull it. Save first if you like you are about to battle Arcade.

Once the finger is pulled the floor falls away and you are in battle against Arcade. At the top of one of the ramps along the wall is a body upgrade. The object here is not to attack but fall through the floor via the trap doors on the sides of the room. Once you fall through you will be sent to a cannon that blasts you on top of Arcade. Once on top press the button indicated repeatedly to make him punch himself in the head. You will only land on top of the enemy when he is positioned near the center of the room. If you go through the trap door and Arcade is not near the center your character will fly through the air and simply land on the ground. Other clowns will enter the fight, mostly they can be ignored. Defeat them if they begin to be nuisance or you want to get some orbs. Arcade will attack with a ground stomp that creates a shockwave and with a hand laser. Primarily though your goal is to move to the trap doors on either side of the floor to get on top of Arcade. At times it may be good to switch characters to get to a trap door quickly. Having awareness of where the characters you are not controlling are located can be of great benefit. Additionally if someone else can join in, one of you can lead Arcade around while the other goes through the trap door. After a few self inflicted punches Arcade is down for the count and drops the Joybuzzer.