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Guide and Walkthrough by PapaGamer

Version: 1.20 | Updated: 10/06/2009
FAQ of the Month Winner: September 2009

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                             v1.20 2009-10-06
                     Copyright 2009, Barry Scott Will

This FAQ is based on the PS3 version of Marvel Ultimate Alliance 2. The Xbox
360 edition should be identical except for the controls. The Wii, PS2, PSP
and DS versions of the game will be substantially different.

A premium version of this guide, inlcuding maps and screenshots, can be
purchased from www.papagamer.com

                           CONTACT INFORMATION

To contact me about the guide, send email to:


Please include "MUA2 FAQ" in your subject line so I do not auto-discard the 
message. Also, please read the FAQ carefully prior to asking for help on any 
part of the game. If you send me additional suggestions or hints for the game 
and I find them useful, you will be acknowledged in the Credits.

If you find this guide useful and would like to contribute a small token for 
my efforts, you may send money through PayPal to:


Or use the Donate link found on my Web site:


Thank you, and enjoy the guide!

                             TABLE OF CONTENTS


1.3    COMBAT
1.3.2  POWERS
1.3.3  FUSIONS






4.1.1  POWERS
4.2.4  GAMBIT
4.2.6  HULK
4.2.8  ICEMAN
4.2.10 IRON FIST
4.2.11 IRON MAN
4.2.12 JEAN GREY
4.2.13 LUKE CAGE
4.2.15 MS. MARVEL
4.2.16 NICK FURY
4.2.17 PENANCE
4.2.20 STORM
4.2.21 THING
4.2.22 THOR
4.2.23 VENOM
4.4    TEAMS
4.5    TIERS
4.5.3  AI


5.2.1  ACT I
5.2.2  ACT II
5.2.3  ACT III
5.2.4  END
5.3    BOOSTS
5.3.7  FUSION
5.3.8  POWERS
5.3.14 UTILITY
5.4.1  GAME TIPS
5.4.4  INTEL


6.10   COMMAND
6.11   PINNED


7.2    S.H.I.E.L.D. HQ, ACT II


9      LEGAL

                                1      OVERVIEW


     ACTION                      PLAYSTATION 3            XBOX 360
     Move                        Left stick               Left stick
     Camera                      Right stick              Right stick
     Quick Attack                X                        A
     Strong Attack (1)           Circle                   B
     Grab/Interact               Square                   X
     Jump (2)                    Triangle                 Y
     Change Character            D-pad                    D-pad
     Block                       L1                       LS
     Dodge                       Left stick + tap L1      Left stick + tap LS
     Fusion                      L2                       LT
     Heal/Revive                 R1                       RS
     Powers                      R2                       RT
     Navigation                  R3
     Pause Menu                  Start                    Start
     Quick Level (3)             Select                   Back

1)     You can charge the Strong Attack for a greater impact by holding the
button for a couple of seconds.

2)     All characters can double-jump. Some characters have a flying ability
that kicks in when you double jump. Some, like Spidey, require that you hold
the Jump button in order to "fly." Others, like Iron Man, remain flying until
you press the Interact button to come down. Flying characters do not regain
Stamina while in the air. To fly higher, press the Jump button. To fly lower,
press the Interact button. To smash enemies on the ground, press the Strong
Attack button.

3)     You can use the Quick Level button to add points to your character's
Powers and Abilities and change your team's equipped boosts. The game does not
pause while you are using Quick Level. In multi-player, your character is
taken over by the game's A.I. so your partners can continue playing while you
make adjustments.


If you have played either of the X-Men Legends games or the first Marvel
Ultimate Alliance, you'll feel right at home in Marvel Ultimate Alliance 2.
The game is a linear, action/RPG with emphasis on the action. What
distinguishes this title is the two distinct storylines as the plot splits the
superheroes along the lines of Marvel's Civil War series from 2006 and 2007.

See http://en.wikipedia.org/wiki/Civil_War_(comics) for more information on
the story.

Approximately one-third of the way into the game, you must choose to side with
Iron Man (Pro-registration) or Captain America (Anti-registration). Your
choice determines which superheroes you can use, what powers they have and
your objectives through the rest of the game. You'll also get a different
ending depending on your choice. The maps, however, remain the same.

Marvel Ultimate Alliance 2 is a pretty standard "action/RPG," which means
there is a lot of action and a little role-playing. Most of the role-playing
involves leveling up your characters by choosing which powers and abilities to
emphasize. More on powers, abilities and attributes can be found in the Combat
and Characters sections of this guide.


There are four difficulty levels for Marvel Ultimate Alliance 2:

*      Casual-your heroes don't die, they only faint temporarily; you don't
get Health Tokens (why bother when you can't die?); and you can't adjust
Powers and Abilities (Autospend is always on)

*      Heroic-normal difficulty; your heroes can die and you can turn
Autospend off and adjust Powers and Abilities as you like

*      Super Heroic-hard difficulty; your heroes can die, you can turn
Autospend off and enemies have more health

*      Legendary-very hard difficulty; your heroes can die, you can turn
Autospend off, enemies have more health and do more damage and you start at
higher level

For your first game, Legendary difficulty is locked. You must beat the game at
Heroic or Super Heroic difficulty to unlock Legendary. Once you have unlocked
Legendary, there are two ways to begin a Legendary game:

1)     From the main menu, start a new game and choose Legendary difficulty.
Your heroes begin at level 30; however, it is in all other respects the same
as starting your first game. You have to unlock all characters again, re-
collect all Boosts and other upgrades and collectibles, etc.

2)     At the end of the game, you have an opportunity to begin a new game
from the final headquarters map of the game. If you do this, you begin a new
game at Legendary difficulty; however, you keep everything you've earned thus
far-all characters, all costumes, all Boosts, all upgrades, all collectibles,
etc. You can also use any hero at any time-i.e play as Cap on Pro-Reg or use
Thing before he makes up his mind, etc. This is the preferred method of
starting a Legendary game.


All characters have health, which is displayed to the right of your character
portrait as a red semi-circle. If your health runs out, your character is
"fallen." Fallen characters can be revived (see below). If not revived,
characters remain fallen until you reach the next HQ or reload the game.
Characters can be healed before they fall by using a Health Token or
collecting health orbs.

Health Tokens are special rewards for getting a high score on a Fusion. You
may also find Health Tokens at various points in the game. You may carry up to
two Health Tokens at a time. To use a Health Token, press the Heal button and
press the face button corresponding to the character you want to heal. The
character is restored to 100% health.

Health Tokens will also revive a fallen character if that character is nearby.
Press the Heal button and press the face button corresponding to the character
you want to revive. That character will be restored to a percentage of full
health. The percentage of health restored is determined by the character's
Teamwork attribute. There are special rewards for finishing maps and defeating
bosses without using revival. This does not mean no character falls, only that
you do not revive any fallen characters.

You can also restore health (but not revive fallen characters) by collecting
health orbs. Health orbs are red orbs released by some containers and some
enemies. Destroy everything in your path to release these orbs.


Marvel Ultimate Alliance 2 uses an automatic save system and checkpoints.
Checkpoints are not always obvious; though, usually they are present only at
the beginning of a mission and at the beginning or in the middle of some of
the more intense boss fights. You may also have up to ten (10) manual saves;
unfortunately, you cannot name your manual saves so it's not always obvious
which save is for which game if you're playing more than one simultaneously.

1.3    COMBAT

Marvel Ultimate Alliance 2 is mostly about fighting. There are three types of


All characters can punch and kick using two attack buttons: Quick and Strong.
Quick attacks are faster and do less damage; strong attacks are slower and do
more damage with a chance of knocking opponents back. You can also charge
strong attacks by holding the Strong Attack button for a couple of seconds
before unleashing the attack.

You can string quick and strong attacks together to achieve certain effects.

* Pop-Up: Quick, Quick, Strong-launches the opponent in the air
* Trip: Quick, Strong, Quick-knocks the opponent to the ground
* Stun: Quick, Strong, Strong-stuns the opponent, preventing him from attacking

1.3.2  POWERS

All superheroes have four active Powers that can be used in combat. Most of
these Powers are offensive in nature, a few are defensive or boost Powers.
Superheroes also have a range of passive powers (i.e. powers that are always
active). The passive powers are called Abilities, are generally defensive and
are discussed in more detail in the Characters section of this guide.

Active powers are automatically mapped to the four face buttons on your
controller (i.e. X, Circle, Triangle, Square for the PS3 or A, B, X, Y for the
Xbox 360). Press-and-hold the Powers button (R2 for the PS3, RT for the Xbox
360) and press the appropriate face button to activate the power. Some powers
allow rapid firing by tapping the button; others allow continuous use by
holding the button (as long as your Stamina holds out).

In order to use active Powers, you must have Stamina, which is displayed as a
blue semi-circle to the left of your character portrait on screen. Stamina
restores itself over time; the speed at which it recovers depends on the hero
and the hero's abilities. Stamina can only be restored when on the ground;
flying characters cannot recover Stamina.

As in earlier games in this series, powers are far more effective than
straight-up melee. Ranged powers are especially useful as many of your enemies
have ranged weapons of their own and the sooner you hit them the better.

1.3.3  FUSIONS

Fusions are special attacks created by two superheroes "crossing their
streams"-i.e. using their powers to complement each other. You see an early
demo of a fusion when Iron Man shoots a pulse at Wolverine, who deflects the
pulse with this adamantium claws, creating a huge explosion.

Fusions can only be performed if you have a Fusion Star. You earn Fusion Stars
by defeating enemies. You can only store two Stars at any time. Using Fusions
often is the name of the game. In single-player, activating a Fusion is
simple: hold the Fusion button (L2 for the PS3, LT for the 360) and press the
corresponding face button for the character you want to pair with (button
icons appear over the heads of your teammates). In multi-player, if you want
to pair with another human-controlled character, both players must press the
Fusion button to activate the Fusion.

There are three types of Fusions: Clearing, Guided and Targeted.

*      Clearing Fusions create explosive blasts that damage enemies in a
large radius around the paired heroes. After activating the Fusion, follow the
on-screen prompt in the lower right of your screen to increase the Fusions
power (e.g. rapidly tapping Quick Attack). Clearing Fusions do the least
amount of damage over the largest area. Clearing Fusions are best used in
large, open areas where you are surrounded.

*      Guided Fusions create areas of effect that you can move around the
battlefield, trapping enemies in its wake. Once the Fusion is active, you can
move your heroes around the battlefield, trying to catch enemies in the area
of effect of your Fusion. Guided Fusions do more damage than Clearing Fusions;
and, overall, are a better choice unless you are literally being swarmed and
need to get the enemies off your back as quickly as possible.

*      Targeted Fusions only work on a single target. Once you have activated
the Fusion, a countdown circle appears on the ground. Use your left stick to
move the circle over your target before it fills completely; then, watch your
heroes inflict major pain on your enemy. Targeted Fusions, of course, work
best against bosses. You can rapidly tap Quick Attack while waiting for the
timer to expire to increase the area of effect of the Fusion.

For each type of Fusion, there is a target that, if reached, automatically
awards you a Health Token. For Clearing and Guided Fusions, the target is a
certain number of enemies (typically ranging from 10 to 15) that are hit by
the Fusion. For Targeted Fusions, using the Fusion on a boss-as opposed to
just a strong regular mob-earns the Health Token.

There are no names for the various Fusions (though the developers occasionally
refer to a Fusion by name); however, the important info on each Fusion is the
type of Fusion. When putting together any team, you want to be sure you have
at least one Targeted Fusion and one Guided Fusion. Clearing Fusions, while
nice, are not as indispensible.


Here is THE generic, one-size-fits-all boss battle strategy for Marvel
Ultimate Alliance 2.

Run around blowing up minions or pounding the boss with ranged attacks until
you earn a Fusion Star; then, hit the boss with a Targeted Fusion. Collect the
Health Token that pops out for using a Targeted Fusion on a boss; heal or
revive teammates. Keep moving to avoid as many of the boss' attacks as
possible. Repeat until the boss is down.

Yeah, it's really that simple. There are a two or three battles (including the
final boss battle) where you have to modify these steps a bit. But, only a
bit. The primary mix-up is to throw two bosses into the mix and have one be
invulnerable for a while. Still, if you keep on the move and have good ranged
attacks, you're golden-even at Legendary difficulty.

The important thing for any boss battle is to have at least one (preferably
two) heroes on your team that have a strong ranged attack that targets
multiple enemies and does a lot of knockback. You can use this Power to move
around the battlefield blasting away, keeping enemies off-balance and rapidly
racking up the points needed to earn a Fusion Star.


A brief set of definitions for words that are peculiar to RPGs or games in

1)     Boost
Another term for "buff" (see below). Also, in Ultimate Alliance 2, a Boost is
a specific type of item, see "Team Boost" below.

2)     Boss
Any enemy in the game that is significantly tougher and harder to kill than
the majority of enemies. Defeating bosses usually requires special tactics.

3)     Buff
Anything that increases a character's Attributes, damage output or defensive

4)     Debuff
Anything that decreases a character's Attributes, damage output or defensive

5)     HP
Hit points or health. Refers to how much damage a character can take before

6)     Leader
Ultimate Alliance's term for a mini-boss (see below).

7)     Mini-Boss
An enemy that is stronger than normal enemies; but, not as strong as a boss.

8)     Mob
Any enemy in the game. May also sometimes refer to a group of enemies.

9)     Spam
Not a lunch meat. To "spam" something in a game is to use it repeatedly. Most
often used to refer to specific attacks; e.g. "Spam Thor's Mighty Swipe" means
to use Thor's second Power over and over again.

10)    Tank
A character built like a tank with lots of natural defense and strong close-
range attacks.

11)    Team Boost
A medal that can be equipped to one of three slots for your team and provides
enhancements for all heroes on your current team. To equip Boosts, open the
Quick Level menu with Select/Back or, in the Pause menu, press Triangle/Y.
Boosts are found in maps, awarded for defeating bosses and for completing sim
missions and Heroic Deeds.

                     2      WALKTHROUGH - PRO-REGISTRATION

Directions in this walkthrough are based on cardinal points of the compass
with North being toward the top of the screen when viewing the in-game map.
Press Start to bring up the Pause Menu, scroll right one place to Map and
press X (PS3) or A (360) to see the map. Your party is represented by a red
arrow; your objectives are blue S.H.I.E.L.D. icons and the exit from the map
is a yellow S.H.I.E.L.D. icon.

This walkthrough was written while playing the Pro-Registration path on Super
Heroic difficulty. A partial Anti-Registration walkthrough follows, covering
just Act II, which is the only part of the game that is significantly
different. This walkthrough does contain spoilers; though, they have been kept
as minimal as is possible.



This first two chapters of Marvel Ultimate Alliance 2 follows the basic
storyline of Secret War. See http://en.wikipedia.org/wiki/Secret_War_(comics)
for more information on the story. URBAN WARFARE

[] Defeat Latverian Resistance
[] Head Toward Castle Doom
[] Retrieve Black Widow's Intel Drop
[] Disrupt Power Source

[] Dossier: Latveria-in an alcove to the left of the first gate
[] Audio Log: Latverian Power Supply-after first Fusion battle
[] Boost: Team Tactics I-after Fusion battle, go south into a side street
   before going up the ramp to the area with the sparking wires
[] Boost: Resist Crush I-in area with sparking wires, fly or climb to a ledge
   on the north side of the first intersection
[] Boost: Resist Electric I-in plaza with the Doom statue, break the statue
[] Boost: Team Tactics III-beat Electro (Legendary difficulty)

You're stuck with Iron Man, Captain America, Spider-Man and Wolverine. Not the
world's greatest team; but, serviceable-especially for early in the game.
Fight off the initial wave of attackers, which are all basic melee types. This
is a good time to experiment with the different characters: Iron Man is mostly
a ranged fighter; Cap and Spidey are melee fighters with a bit of range to
them (Cap's thrown shield and Spidey's Web Mace) and Wolverine is pretty
straight-up melee. When the soldiers finally yell, "Pull back!" you'll be able
to advance east.

You'll run into your first set of gunners at the end of the street. Take them
out and turn left and continue north and then around to the east. At the next
corner you'll encounter another large wave similar to the one you beat back at
the beginning of the map.

Head south and jump up a couple of ledges to the right and then head left
(east) across the bridge. As you come down from the bridge, you'll encounter a
raised gate guarded by a half-dozen or so soldiers. Take them out and bash the
gate to bring it down. Defeat the soldiers behind the gate; then, look in an
alcove just to the left of the gate for Dossier: Latveria.

Head north and go up the ramp to your left and around the corner to a major
battle arena. You'll be introduced to Fusions. For the trophy/achievement
"Tactical Training," perform a Clearing Fusion here (e.g. Iron Man +
Wolverine). If the Fusion doesn't take all the robots out, you'll need to
clean up what's left.

After the battle, collect the Audio Log in the center of the arena to initiate
the next part of the map. You'll have to head west and jump down into the
street and keep going west. At the end of the street, turn left (south) and
pick up a Boost, then backtrack and go up the ramp. Beat off the guys at the
top of the ramp and then jump down into the street beyond. For the remainder
of the map, you'll want to try to avoid the sparking wires lying in the

Go north up the street. At the intersection, climb the ramp to your left and
go along the north side of the ledge, jumping the gap, to collect a Boost.
Fight your way east along the street to a plaza with a statue of Dr. Doom in
the center. There's another gang of robots and soldiers here, so you'll
probably want to break out a Clearing or Guided Fusion. (For "Tactical
Training," you must use a Fusion here.) After the battle, if the Doom statue
is still standing, knock it down to uncover another Boost. Go down the street
to the church and fight off the robots.

Enter the church at the end of the street for your first boss battle against
Electro. Refer to the generic boss battle strategy under Combat in the first
section of this guide. Pound on Electro until you have a Fusion Star; then,
target Electro with a Targeted Fusion. For "Tactical Training," use Spider-Man
and Wolverine.

At two points during the battle, Electro will recharge himself at one of the
capacitors on the side of the room. When he does this, quickly move in and
smash the capacitor; Cap or Wolverine using basic attacks are good for this.
Return to the generic boss battle strategy until Electro fizzles out. ASCENSION

[] Reach Castle Gates
[] Destroy Turret Defenses (optional)
[] Defeat Wizard and Scorcher

[] Audio Log: Electro's New Suit-patio to the left at the first right turn
[] Dossier: Black Widow-patio to the left at the first right turn
[] Boost: Destructive I-to the right after going up the elevator
[] Body Upgrade-to the right after going up the elevator
[] Dossier: Electro-to the right after going up the elevator
[] Boost: Fire Proof I-on second round platform after first set of force
[] Boost: Powerful IV-defeat Wizard (Legendary)
[] Boost: Striker IV-defeat Scorcher (Legendary)

This map begins with more running through streets taking out soldiers and
bashing down gates. As you start up the street you'll make a left and then a
right. Before making the right, look to the left, there's a patio where you
can grab an Audio Log and a Dossier. After the first gate you smash, you'll
run into soldiers with shields for the first time. There are three ways to
take care of shield-toting enemies:

1. Stand in front of the soldier and press Grab to grab the shield; then,
   rapidly tap Grab to rip it from the soldier (on PS3 you can also shake the
   controller rather than tap Grab)

2. Hit the soldier with a Trip combo to knock him to the ground

3. Hit the soldier with a Direct Damage Power

For now, grabbing and ripping is probably the easiest solution. Smash the next
gate around the corner and climb the hill. As you round a bend you'll run into
a helicopter firing missiles. Use Block to deflect the missiles; or, just
dodge them and rush the helicopter. When the chopper starts chucking grenades,
pick one up and throw it (Grab a grenade to pick it up and press Grab again to
throw). One or two grenades will finish the 'copter and you can continue up
the hill.

At the top of the hill you will once again be swarmed by soldiers, a couple
using shields. There are three to four waves of soldiers that will drop on
you, so use Fusions judiciously. (For the "Tactical Training"
trophy/achievement, you must use at least one Clearing Fusion.) When Fusions
aren't available, Spidey's Web Mace and Iron Man's Pulse Barrage are most
useful in keeping enemies off your back.

Once all the soldiers are defeated, a cutscene will introduce a ride in the
elevator. This will be your first chance to select responses. There are three
attitudes represented by the responses you can give. The first response in the
list is an Aggressive response; the second is a Diplomatic response; and, the
third is a Defensive response. By giving the same response throughout a
conversation, you can earn Boosts as bonuses.

After the ride in the elevator, ignore Fury's suggestion to go left and go
right (south). Explore the area to find a Boost, Body upgrade and Dossier. Now
you can listen to Fury and go back past the elevator to a round platform.
Defeat the few enemies here and advance down the path to the west. There will
be a turret to each side of the path. Use a ranged attack (Iron Man's Pulse
Barrage, Cap's Shield Throw) to take out the turrets.

Keep going until you're blocked by a force field. To the left of the field is
a large metal something; step up to it and press-and-hold Grab to grab the
object and pull it to the force field. Slide it in on the left side to leave
room on the right to go through; defeat the soldier and press Grab/Interact at
the control console to take down the far force field.

The final Fusion training moment is to use a Guided Fusion to advance to the
next platform. Advance to the next circular platform; where you'll find a
Boost on the far side. From this second circular platform, the path has two
more turrets along the sides. After the turrets, there's one more swarm to
take care of before you advance to the boss battle.

At the castle gates you will face Scorcher and Wizard. Concentrate on Scorcher
until Wizard comes out of his little protective field; then, turn your
attention on him. You can use the generic boss battle strategy as there's
nothing unusual going on here. When both villains are down, step up close to
the gate and press Grab/Interact to start the cutscene that opens the gate. CASTLE DOOM

[] Smash the Shield Projectors
[] Clear Out Security Control
[] Disable Radio Jammers

[] Body Upgrade-inside the building from which the ninjas jump
[] Boost: Resist Impact I-inside the building from which the ninjas jump
[] Boost: Draining I-inside the castle right after fighting the ninjas
[] M'Kraan Fragment-behind the west door in the first room with force fields
[] Dossier: Lucia von Bardas-in the parlor after the first room with the force
[] Asgardian Rune-in a side room blocked by a force field just past where you
   get the previous Dossier
[] Audio Log-Lucia von Bardas Profile-in same room as Asgardian Rune
[] Dossier: Doctor Doom-at the intersection before the radio jammers, break
   the crates to reveal the Dossier
[] Dossier: Latverian Soldier-under a pile of missiles on the final stage of
   the map

After all the cutscenes, you will finally have the ability to put together
your own team. You have a limited selection of characters that are unlocked;
and, you can't use Iron Man or Captain America. The characters available to
you are:

*      Daredevil
*      Gambit
*      Human Torch
*      Iceman
*      Invisible Woman
*      Luke Cage
*      Mr. Fantastic
*      Spider-Man
*      Storm
*      Thing
*      Wolverine

Pick your team and head down the path. Save up your Fusion Stars as you'll be
swarmed when you reach the shield projectors. On the platform with the shield
projectors, clear out the robots; then, stand in front of each projector and
tap Grab to rip off the shielding. You can then smash the projectors. Once
they are destroyed, you can enter the castle. You'll pass over a couple of
bridges; then, exit outside onto a catwalk.

As you leave the castle, ninjas will jump from the windows of the building to
your left. After you have beaten three ninjas, you can fly or double-jump into
the windows and pick up a Body Upgrade and a Boost. Right after the three
ninjas, you'll be swarmed again; then, it's back into the castle where you
pick up a boost in the first room.

Go through the door to your left and prepare for several swarms of robots.
Taking out all the robots clears the security room and you advance through the
broken windows on the far side of the room.

You go around the corner and continue north into a room with two exits, both
blocked by force fields. The door to your left (west) leads to a small room
with a M'Kraan Fragmant. The door to the north continues the map. To remove
the force fields, move the large cylinders on the north wall onto the white
circles near each door.

In the next room, you will meet enemy "leaders" for the first time. These more
powerful opponents are marked with a colored circle around their feet and take
more hits to kill. Concentrate on them first before dealing with the regular
mobs. After you defeat the enemies; search the room for a Dossier. Watch the
timing of the force fields to the north and run past them when they disappear.

After passing the force fields, do not immediately run out onto the bridge.
Wait until the lasers stop firing before crossing into another swarm of
enemies, including two with shields. After finishing the mobs, do not
immediately leave the room through the north door. There's a door blocked by
force fields to the right (east). Move the column over the white circle and
enter the side room for an Asgardian Rune and an Audio Log.

Go north out of the main room and you'll be back outside. Fight your way down
the path to an intersection where the path turns right. After defeating all
the enemies, destroy all the crates in the intersection and move the rubble
out of the way to score a Dossier. Continue down the path to the circular
arena where the radio jammers are located.

You will have to rip (tap Grab button) the shielding off all three jammers and
then smash them and you will have to do this under constant pressure as
enemies keep swarming. If playing single-player, try switching heroes often as
the AI targets the human-controlled player and leaves the computer-controlled
players mostly alone. There's a pile of missiles on the east edge of the
arena; blow them out of the way to reveal a Dossier.

Once all the jammers have been taken out, you can use the elevator in the
center of the arena to get to the next map. REACTORS

[] Enter Tinkerer's Lab
[] Engage Capacitor Locks
[] Defeat Cyborg Prototypes (optional)
[] Destroy Reactor Shielding
[] Break Tinkerer's Tank Bot

[] Strike Upgrade -at the end of the first hall
[] Dossier: Wizard-beside the stairs down into the first lab
[] Dossier: Scorcher-on the other side of the stairs from the previous Dossier
[] Focus Upgrade-side room west of the second capacitor
[] Gamma Regulator-side room east of the third capacitor
[] Boost: Inferno I-bottom of the second flight of circular stairs
[] Dossier: Latverian Cyborg-in the lab with the last two cyborgs, opposite
   the door you come in
[] Audio Log: Von Bardas and Tinkerer-in the lab with the last two cyborgs, in
   between some equipment in the southeast corner of the room
[] Boost: Focused I-beat Tinkerer's tank bot
[] Boost: Focused IV-beat Tinkerer's tank bot (Legendary)

Head straight down the first hallway and pick up a Strike Upgrade; then,
backtrack a little bit and go through the door on your right. Keep going
through the next little room and enter a lab where Tinkerer is modifying
soldiers and building robots. They will, of course, attack you. Some of these
guys fire missiles so be ready to block or dodge. On either side of the stairs
you came down is a Dossier.

Leave this lab and go down a circular staircase to another lab. Destroy the
enemies and also smash the large piece of machinery in the center of the room
until two arms come clanging down on either side of it. This is the first of
three capacitors you must "engage" prior to finishing out this mission. While
you're fighting, you will probably break open a tank full of green fluid and a
cyborg. Defeat the cyborg to kick off an optional quest to defeat eight of
these guys.

Head into the next room to the west, kill the mobs and engage the capacitor.
The Nav system will now point you to the south; before going that way, go into
a side room to the west. There are two more cyborgs in here to break out and
defeat and you can pick up a Focus Upgrade.

Go back to the second capacitor and go through the door to the south. Defeat
the enemies, engage the third capacitor and break out the fourth cyborg and
beat him up. There's a side room to the east that has several robots, two more
cyborgs and a Gamma Regulator. Go back to the previous room and exit by the
south door and go down another flight of circular stairs.

In the small room at the bottom of the stairs you can pick up a Health Token
and a Boost. Activate the door to the west and enter another lab. You can kill
the last two cyborgs here for the optional mission. Pick up a Dossier next to
Tinkerer's face opposite the door you come in. In the southeast corner of the
room, in between some heavy equipment, is an Audio Log. Exit by the door in
the southwest corner of the room and be prepared to fight a large mob of
cyborgs with rocket launchers.

When the cyborgs are all gone, a door to the west opens and you can enter
Tinkerer's garage. There are a metric ton of robots in here, all lined up
nicely waiting for you. To your left as you enter you can see the reactor. To
either side is a large box, with electricity connecting it to the reactor.
Your primary responsibility is to pull each of those boxes forward to
disconnect it from the reactor; and, then, hit the reactor to destroy its

But, first, you have to deal with the robots. In addition to the couple dozen
in the garage at the start, they will swarm for a while. Try to use radial
attacks and save your Fusion Stars as this is not the main boss battle. That's
still to come and you'll want Fusion Stars for dealing with the boss. When the
robots have been dealt with, Black Widow will tell you to destroy the reactor
shielding and that's when you pull the boxes and blast the reactor.

This, of course, ticks off Tinkerer, so he unleashes a huge robot on you. The
robot can only be taken down by first destroying the shielding on its legs.
Attack its legs with everything you've got, including Targeted Fusions. Try to
stay out of range of its various attacks-there will also be regular robots
swarming you. Overall, a fun day.

The bot's main attacks include a stomp with the left front leg, a radial burst
of fire, a laser beam with a long reach and missiles. The stomp and fire burst
can be avoiding just by staying out of range. The missiles have to be blocked
as they are homing missiles and can't just be dodged. The laser beam has a
small arc and is fired from the top of the bot, so you can either get under
it, fly over it, or get behind the bot and avoid it.

Fortunately, the arena is large and the bot is slow so you can always get far
away from it to deal with swarms of small robots, recoup Stamina and get ready
to go back into the fracas. Destroying the shielding on the bots legs also
destroys the bot and awards you a Boost. HQ: STARK TOWER 1

[] Sim Disc: Basic Training-in front of the sim console
[] Audio Log: New Warriors TV Promo-south side of HQ
[] Concept Art: Latveria-on elevator on south side of HQ
[] Sim Disc: Command-on same platform as trivia console
[] Dossier: Stark Tower-on same platform as trivia console
[] Dossier: Tinkerer-on center platform
[] Teamwork Upgrade-using Iron Man, activate switch on column next to
   northeast platform

HQ Conversations:
[] Gambit, Iceman, Storm or Jean Grey with Wolverine
[] Daredevil with Black Widow

Welcome to your first HQ stage. These interludes between missions give you a
chance to catch your breath as well as train up your characters. All HQ stages
have the following components:

1)     Sim Console
The sim console allows you to run simulations, which are training scenarios,
and replay previous missions. To run a simulation, you must have a simulation
disc. There are 12 discs scattered around the game; most of them in the HQ
maps. You can also choose to replay earlier maps and pick up the collectibles
you missed or complete optional objectives you failed. Anything you pick up
during these replays stays with you and counts toward unlocking characters and
earning rewards.

2)     Trivia Game
Play a trivia game to earn experience and some trophies/achievements. Full
details are in a separate section of this guide.

3)     Review Console
Use the review console to look at or listen to Dossiers, Art Work, Movies and
Audio Logs you have unlocked.

4)     Mission Briefing Console
Activate this console to begin the next set of missions.

5)     NPCs
You'll find a number of NPCs standing around with exclamation marks over their
heads. These are people you can talk to, which isn't necessary; but, provides
additional story. If you use the right person on your team, you can have a
special conversation-swap teammates out until you see an exclamation mark with
lines radiating from it over an NPC's head.

6)     Collectibles
Each HQ map has its own set of collectible items. They're usually in plain
sight; but, be sure to look in every corner and side room.

When you're ready for the next mission, activate the mission briefing console
in the center of the room.


[] Explore Tunnels
[] Destroy Force Shield Power Supply
[] Locate Ms. Marvel
[] Take Elevator to Factory

[] Focus Upgrade-end of first tunnel behind a wood wall
[] Boost: Super Tough I-in second tunnel east of the first intersection
[] Power Pip-in side tunnel revealed by moving the digger
[] M'Kraan Fragment-at southern end of tunnel with the blocked door
[] Dossier: New York City-at southern end of tunnel to the east of main tunnel
[] Audio Log: Ms. Marvel Field Report-outside room with force shield power
[] Gamma Regulator-south side of room with force shield power supply, in area
   behind a wood wall
[] Boost: Deflection I-in a corner of the room where you fight Shocker
[] Boost: Overpower I-beat Shocker
[] Boost: Shock Smash IV-beat Shocker (Legendary)

Step down the tunnel and use the Interact button on the red boxcar to send it
smashing through the wall ahead. Keep advancing down the tunnel, dealing with
the few soldiers that show up. At the end of the tunnel, where it turns right,
break the wood wall ahead of you to pick up a Focus Upgrade.

Go through the east-leading tunnel to an intersection filled with soldiers and
featuring a large door blocked by a force field. Go straight through that
intersection into an eastern branch tunnel where you can pick up a Boost. Keep
going east where you will find a large tunnel digger. You can jump into the
back cabin of the engine and activate it to move it out of the way. Follow it
up the tunnel and go up the left side to find a side tunnel with a Power Pip
(one bonus Power point for whichever hero collects it).

Return to the force-shielded door and go south. At the far southern end of the
tunnel, pick up a M'Kraan Fragment from behind a pile of crates. Turn east
through a side tunnel; and, at the intersection, look to your right (south)
for a Dossier. Head north up this new tunnel-if you look at your map, it's the
southern end of the tunnel with the digger-and look near the train cars for an
Audio Log.

Take the branching path to the right (east) to a room filled with soldiers and
the power supply for the force field. Take out the soldiers; then, stand in
front of the power supply and rapidly tap Grab to rip off the shielding and
destroy it. Before heading back to the big door, go further into the side
room, breaking through a wood wall to the south, and then busting up some
crates to find a Gamma Regulator.

Return to the intersection where the previously-shielded door will now open
and spew forth a swarm of soldiers. Fight your way through the tunnel until it
splits and take the right-hand path. This leads to the room where Ms. Marvel
is held captive by Shocker; so, you get a little boss battle right here. The
generic boss-battle strategy works amazingly well on Shocker; so, don't fret
this one. You earn a Boost for defeating him.

After beating Shocker, activate the terminal near the force field holding Ms.
Marvel. Explore the room; in one corner is a Boost. Return to the place where
the tunnel splits and find a couple dozen robots dropping from the ceiling.
Take them out and follow Ms. Marvel north to the elevator. FACTORY FLOOR

[] Destroy Latverian Munitions
[] Find Tech Criminals
[] Pursue Diamondback and Shocker
[] Wreck Latverian Technology (optional)

[] Asgardian Rune-behind the elevator you arrive in
[] Dossier: Shocker-corner of the room next to the elevator room
[] Strike Upgrade-in the corner to your right as you enter the warehouse
[] Boost: Frosty I-in a side room on the south side of the warehouse's upper
[] M'Kraan Fragment-on top of some crates in the room where you fight Grim
[] Boost: Ice Strike I-defeat Grim Reaper
[] Boost: Super Tough IV-defeat Grim Reaper (Legendary)
[] Dossier: Grim Reaper-in room after Reaper battle, buried in a stack of
[] Power Pip-in last warehouse, on top of a platform
[] Boost: Fire Strike I-complete optional quest
[] Audio Log: Super Damage Insurance-between last two pieces of Latverian tech
   in upper room of last warehouse
[] Gamma Regulator-room under room where you found the previous Audio Log

As you reach the factory, run around behind the elevator to pick up an
Asgardian Rune. Clear out the next room; then, look behind some crates in one
corner to find a Dossier. The next room is a giant warehouse with six
munitions pallets scattered around. Before you get started, go right as soon
as you enter the warehouse and pick up a Strike Upgrade in the corner, under
the catwalk.

The locations of the pallets are marked on your map. One is on the main floor
directly in front of you as you enter the warehouse. One is just past that,
under a catwalk. The other four are up on the second level of catwalks and
side rooms. On the south side of the warehouse, from the catwalks, enter a
side hall with another room off it. There's a munitions pallet in there along
with a Boost-it's easy to miss as you have to fully enter that room to see it;
and, it's common to blow up the munitions from the doorway and then just

As soon as the last munitions pallet is destroyed, a door opens on the north
side of the warehouse and a horde of robots enters. Take out the robots and go
through the door where they entered. You're all set for a match with Grim
Reaper. Use the generic boss battle strategy on him; just make sure you stay
away from his scythe attacks. Reaper uses his scythe attacks to regenerate his
own health; and, giving health back to this guy is not good for your own

Take Reaper down; then, search the room for a M'Kraan Fragment, which should
be on top of some crates. Head up the ramp where soldiers are rolling down
barrels. Use a ranged power to blow up the barrels to get to the top and take
out the mobs. In the next room you'll find a large wood grate on the floor. If
you have a teammate with some type of ground-pound (Juggernaut, Thing, Hulk,
etc.), you can use that to break the grate. Otherwise, go up onto the catwalk
and punch the rope anchor in the middle of it to drop the huge crate and break
open the floor. Before leaving the room, break open the crates in the corner
to find a Dossier.

Once you drop down one floor, enter the next room and start blowing things up.
In addition to killing mobs, this will also serve to help with the optional
quest to destroy 14 items of Latverian technology. There are 12 pieces of
technology in this room. Enter the next (and last) warehouse and take out the
mobs. Jump up to the catwalk and enter the upper room. You'll find the last
two pieces of Latverian tech here, along with an Audio Log. Execute an air
smash on the wood grate on the floor to break it and drop down a level. Break
open the crates to uncover a Gamma Regulator and a weird clown head.

Leave this lower room by activating the panel next to the door, go up the ramp
back into the previous warehouse and fly up to a platform with a Power Pip. To
the east is a bridge leading to what looks suspiciously like a boss battle
arena. Which it is. When you're ready, head across the little bridge to start
the epic fight for New York! ALL HANDS ON DECK

[] Defeat Tech Villains
[] Disable Cannons
[] Stop von Bardas


This is a major boss battle against Lucia von Bardas. She has been modified by
Tinkerer and is now a super-powerful cyborg, and she has friends with her.
Your first job is to destroy the cannons at the four corners of the arena. At
the base of each cannon are three green power cells. Blast each cell enough
times to disable it. When all three have been disabled on one cannon, it will
stop working.

After you disable one cannon, Lucia brings up eight gas jets around the arena;
making getting in close to the remaining cannons risky business. If you have a
good ranged power, you can fire at the power cells from a distance. Otherwise,
you will have to time the gas jets, run in close, throw a couple of punches
and run back out. You'll also have a super villain on your back as Lucia
brings one out each time you disable a cannon. Try to defeat each super
villain before you disable another cannon or you're going to have a lot to
deal with.

After the second cannon is disabled, Lucia starts raining bombs on the arena,
just to give you one more thing to look out for. The best way to survive this
part of the battle is to keep hitting the super villains with Targeted
Fusions. Not only will this defeat them more quickly; but, you will also earn
Health Tokens, which you will need. When the final cannon is disabled and you
have defeated the last super villain, the real fun begins.

Lucia hovers over the center of the arena with the four super villains
floating in gas bubbles around the edges. Watch the villains-one of them will
lose his or her bubble protection for a moment and you need to blast him or
her to the ground.

Lucia then sends the remaining villains away and comes to ground to start
fighting you. This is your cue to unleash a can of Targeted Fusion on her.
Take away a quarter of her health and she'll jump back up in the air and you
get to repeat the process. Of course, you'll still be dodging gas jets and
bombs during this whole process, so it's not nearly as easy as it sounds.
However, like any other boss fight, the key is quickly hitting Lucia with
Targeted Fusions and otherwise just staying out of the way and using ranged
attacks to build up another Fusion Star. You have five minutes to complete
this part of the battle, so don't dilly-dally and use your Fusions as quickly
as possible.

That's it! Now onto the next HQ interlude. HQ: STARK TOWER 2

[] Sim Disc: Breakout-in front of sim console
[] Sim Disc: Countdown-on same platform as review console
[] Dossier: Lucia von Bardas (Cyborg)-on same platform as review console
[] Audio Log: Hill Meets the President-below the platform with Captain America
[] Concept Art: NYC-below the platform with Captain America

HQ Conversations:
[] Captain America with Iron Man
[] Iron Man with Captain America

Even though you're back in Stark Tower, this is a new map with new
collectibles and new conversations. The trivia game is not new, though. When
you've picked the room clean, go to the mission briefing console to start the
next mission.


[] Secure the Capitol
[] Intercept Mercenary Forces
[] Defeat the Rocket Troopers
[] Destroy Mercenary Munitions (optional)
[] Battle Boss, Suckers!

[] Audio Log: Captain America Rally-underneath the chopper, get it after it
   flies off
[] Dossier: Diamondback-in the fountain in the first area
[] Strike Upgrade-in the corner to your right before you go down the first set
   of stairs
[] Dossier: International Mercenaries-behind the crashed helicopter
[] Gamma Regulator-under a police car just past the first two Rocket Troopers
[] Boost: Conductive I-avoid defeating the 6 Rocket Troopers until you've
   destroyed the four Munitions dumps, the boost appears in place of the last
   munitions destroyed
[] Boost: Focused II-to your left before going into the subway

Clear out the troops attacking the Capitol until a S.H.I.E.L.D. agent gives
you the all-clear and the chopper flies away. Look in the spot where the
helicopter was parked for an Audio Log; then, go behind the fountain in front
of the Capitol and get a Dossier. Head for the stairs going down and grab a
Strike Upgrade from the corner to your right as you approach the steps.

The steps are mined. You can...

1)     Trigger the mines as you run past them. This works fine in single-
       player; not so much in multi-player.

2)     Trigger the mines with a ranged power and wait for them to blow up.

3)     Run to a mine and pick it up and throw it at other mines.

At the bottom of the stairs, turn left and work through a few more mines until
you have to fight off a swarm of bad guys. Then a S.H.I.E.L.D. agent tells you
to take out the rocket-firing troops. First, go behind the burning chopper and
pick up a Dossier; then, head down the stairs toward the first pair of rocket
troopers. You can block the missiles they fire, or just run to the side and
let them pass. When you reach the bottom of the stairs, try to avoid killing
the rocket troopers (yes, that's counter-intuitive).

However, there are two collectibles in this area; and, if you kill the six
rocket troopers, you will be locked out and miss the collectibles. The first
collectible is a Gamma Regulator under a police car to your left as you pass
the first rocket troopers. The second collectible is a Boost that appears once
you complete the optional objective of blowing up four munitions pallets. The
first pallet is to your right at the bottom of the stairs as you approach the
first two rocket troopers. The second is to your right as you go around the
circle and the third is a little further around the circle to your left. The
final munitions pallet is all the way around the circle, past the subway

Once you have your Regulator and Boost, turn around and take out the rocket
troopers. Once they are all down, you will meet Deadpool and then have to
fight him in a small arena near the subway entrance. The generic boss strategy
works on Deadpool; however, you have to watch out for his teleporting ability.
If you don't time your Targeted Fusion properly, he will teleport out in the
time between when you activate the Fusion and when you carry it out. Wait for
him to finish a teleport and use your Fusion immediately afterward.

After Deadpool is toast, he will join up with you (as an NPC) and you can go
down into the sewers. Before heading out, grab a Boost to the left of the

[] Find Titanium Man
[] Rescue Senators

[] Body Upgrade-straight ahead of you as you enter the subway
[] Boost: Fusion Star-straight ahead of you as you enter the subway
[] Dossier: Washington, DC-at the top of the second flight of steps, in the
   corner to your right
[] Boost: Strike True I-on the right side of the platform at the top of the
   second flight of stairs, hidden behind the rail
[] Dossier: Commander Maria Hill-to the right of the door leading into the
[] M'Kraan Fragment-in the upper hall beside the garage
[] Audio Log: Stark/Cage Phone Call-in the upper hall beside the garage

You enter the subway on a train platform. Go to the end of the platform and
pick up a Body Upgrade (in plain sight) and a Boost (hidden in the corner).
After picking up your collectibles, head down the steps to the east and fight
your first bunch of Latverian soldiers. Go up the next flight of stairs and
turn right to pick up a Dossier; then, clear the platform of mobs. Try to
avoid using Fusions here, you'll need them later. After the mobs are down, go
to the right (south) side of platform and jump over the rail. There's a boost
to the right side hidden behind the subway wall.

Go up the stairs to the north and you'll find Titanium Man. You don't fight
him yet, just hordes of soldiers. Now's the time to break out some Clearing or
Guided Fusions. Part way through the battle, some heavy troops with rocket
guns will burst through glass doors to the east. When you've finally defeated
all the mobs, you can exit through those doors.

You'll fight your way down a hallway and then down some stairs. The mines you
encountered outside the capitol reappear here, so be careful. At the bottom of
the stairs, you will be in a parking garage; turn right and pick up a Dossier.
Fight through some more mobs when you reach a break room and then even more,
with rocket guns, when you exit into a garage. In the garage, there will be
stairs leading up to your left (west). Go up these stairs and clear the hall
out; you'll find a M'Kraan Fragment and an Audio Log.

At the north end of the garage, you'll run into Titanium Man and a few
troopers. Titanium Man will be a piece of cake here-and, all you need to do is
get him down to 50% health. Don't get cocky; he'll be a lot tougher in just a
couple of minutes. Enjoy your Stan Lee cameo and then Deadpool leaves your
team as an NPC. You can now use him as a playable character. HALLOWED GROUND

[] Defeat Titanium Man

[] Teamwork Upgrade-in southeast corner near police cars
[] Dossier: Senator Lieber-in southwest corner near police cars
[] Gamma Regulator-in northwest corner behind a group of speakers
[] Boost: Reserves I-defeat Titanium Man
[] Boost: Reserves IV-defeat Titanium Man (Legendary)

Titanium man is very tough; and, he as a lot of very nasty tricks up his
sleeve. Again, your primary offensive tactic is hitting him with Targeted
Fusions as much as possible. The problem will be generating Fusion Stars in
between and having enough Health Tokens to keep your team alive.

T-Man's main attacks include a powerful ray that knocks you down; swirling
vortexes that slow you down and gun turrets he summons out of thin air. And,
oh yeah, he can turn invisible. Yeah, it's that kind of fight. It just might
be the toughest in the whole game.

As usual, you'll want to hit TM with a Targeted Fusion whenever you can. The
rest of the time, you'll want to keep yourself busy fighting off the swarms of
troopers that show up every so often and destroying the turrets TM brings into
the fight. Whenever things slow up and you've just got TM to beat on and he's
invisible-well, look for the point of origin of his attacks and throw your own
ranged attacks at that point.

The slowdown vortexes can be blocked as can Titanium Man's various rays. But,
for the most part, you'll have to exercise patience and make sure you keep
your Targeted Fusion pair alive (or, better, have more than one pair). Don't
waste Fusion Stars on Guided or Clearing Fusions for the riff-raff. You won't
get many chances to lay the smack down on T-Man, so you want to save up for
those opportunities. HQ: STARK TOWER 3

[] Talk to Mr. Fantastic and Luke Cage
[] Meet with Mr. Fantastic
[] Meet with Luke Cage
[] Research the Superhuman Registration Act

[] Dossier: Superhuman Registration Act-given automatically when the level
[] Audio Log: The Thing Voicemail-beside mission briefing console
[] Audio Log: Civil War Choice - Pro-on platform with trivia console
[] Dossier: Nitro-on stairs leading up to trivia console platform
[] Dossier: Stamford, CT-on stairs leading up to review console platform
[] Dossier: Speedball-near stairs leading up to central platform
[] Audio Log: Civil War Choice - Anti-on platform with review console
[] Dossier: Titanium Man-beside sim console platform
[] Concept Art: DC-behind column beside sim console platform
[] Dossier: Namorita-beside platform opposite sim console platform

HQ Conversations:
[] Invisible Woman or Human Torch with Mr. Fantastic

Save your game! And save the save! Save your game at this point and be sure
you don't overwrite it. After finishing as Pro-Reg (or Anti-Reg) you can
reload this save and just replay the last two Acts to get your opposite awards
and trophies/achievements.

Again, this is a new map with new collectibles and conversations. However,
none of the usual consoles are working (you can't play a trivia game, review
anything or train in simulation missions). Before you can continue, you must
talk to Mr. Fantastic (special conversation with Invisible Woman or Human
Torch) and Luke Cage. Once you're ready to make your choice, activate the
mission briefing console and then walk on to the elevator on the south side of
HQ and activate it. You'll have a meeting with Maria Hill.

CHOOSE PRO-REGISTRATION: Tell Maria you will register under the SRA. After you
sign, Maria and the S.H.I.E.L.D. agents leave and Patriot bursts through the
door. You'll have to fight him, and this can be a nasty little fight. Patriot
has a shield and moves very quickly. He'll evade or block a lot of your
attacks. You have little chance to earn Fusion Stars with only one opponent to
beat on, so you're forced mostly to stay away from his powerful melee attacks
and blast him from range. The downside to this is Patriot also has a very good
ranged attack with a decent arc on it. You should be able to land at least
one, perhaps two, Targeted Fusions on Patriot, which will shorten this battle
immensely. If you can't earn up any Fusions, you're in a great deal of

CHOOSE ANTI-REGISTRATION: Tell Maria you need to think about it so you can
exit out of the conversation; then, attack the guards. They're all carrying
shields, which is annoying; but, they're fairly easy to put down. After they
are done, Luke Cage bursts in and leads you to the rebel's new HQ.(Jump down
to the Anti-Registration Walkthrough for help with Act II in Anti-Reg mode.)



[] Concept Art: Civil War Choice-beside platform with sim console
[] Sim Disc: Wanton Destruction-on platform with sim console
[] Audio Log: Richards Calls Stark-center of the north side of room
[] Sim Disc: How Are De Ducks?-next to platform opposite sim console

HQ Conversations:
[] Iron Man with Mr. Fantastic
[] Iron Man with Maria Hill
[] Iron Man with Bishop

This is familiar. While it may be called S.H.I.E.L.D. HQ, you're in Stark
Tower again. There are new collectibles and conversations; and, new questions
in the trivia game. When you've had your fun, hit the mission briefing console
to start fighting those dirty criminal masterminds.err, that is, those other
superheroes who used to be your friends. DOCK WORK

[] Destroy the Cargo
[] Meet Black Widow
[] Enter the Hideout
[] Defeat Spider-Woman
[] Access Side Entrance

[] Boost: Striker I-southwest corner of the ship
[] M'Kraan Fragment-behind some containers outside the White Star hideout
[] Focus Upgrade-at the end of the alley down which you pursue Spider-Woman
[] Boost: Ionic Attack I-defeat Spider-Woman
[] Boost: Destructive III-defeat Spider-Woman (Legendary)
[] Dossier: Patriot-in a side room on the upper southeast corner of the room
   where you fight Spider-Woman

Run down the stairs ahead of you and turn left into a bunch of White Star
soldiers. Take them out and go up the gangplank onto the cargo ship. The cargo
containers you need to destroy are highly explosive, so you want to hit
everything from range. The containers can be recognized by the green lights
covering one side of the stack. Hit them until the lights turn red; then, run
away. Be sure to pick up a Boost in the southwest corner of the ship.

After all five cargo containers are destroyed; fight your way off the ship and
through the gate on your left (north). Continue fighting your way down the
street, following the truck that bursts out of a garage and careens down a
side street. You'll soon reach the truck, which has crashed, and have to fight
off more soldiers. Keep at them until a truck comes out of a gate into their
compound. Once you have defeated those last soldiers, your way into the rebel
base is clear.

As you walk into the base, you'll have a chat with Black Widow; then, it's
time for more fisticuffs. There are a rather large number of soldiers between
you and the entrance to the hideout; some of them are parked on top of
shipping containers; you'll have to jump or fly up to get at them. Eventually
you will see Spider-Woman running away from you down an alley. Pursue her
right into the teeth of some White Star gunners. Fight all the way to the end
of the alley to pick up a Focus Upgrade.

After picking up the Focus Upgrade, go up the stairs and into the hideout.
There are a bunch of soldiers in here, along with a couple more exploding
cargo containers. Clear the room and go through the one open door right into a
boss battle with Spider-Woman.

Spider-Woman has a good knockback blast attack and occasionally disappears for
short periods of time; however, she's not as tough as some of what you've
faced already and the generic boss battle strategy works well on her. You'll
have to fend off a couple swarms of soldiers; but, even that element of most
boss battles is lacking. After the fight, go to the southeast corner of the
room, go up the stairs and into a side room with a Dosser. Then, follow Black
Widow to the next map of this mission. DETOUR

[] Open Path to Blast Door
[] Locate Blast Door
[] Take Down Force Field
[] Investigate Blast Door
[] Destroy the Generators

[] Dossier: Spider-Woman-under the first set of stairs
[] Power Pip-high catwalk in first room
[] Gamma Regulator-in hallway leading to blast door switch
[] Strike Upgrade-in small room just after break room
[] Boost: Overload I-near the blast door behind an armored truck

Head straight into the first room, which is filled with soldiers and robots.
The problem here is a lot of the machinery in the room explodes; so, you'll
probably get knocked about a bit. Halfway through the battle some shield-
wielding dudes bust in on you. After the room is clear, look under the stairs
for a Dossier. There's also a Power Pip on a high catwalk; you'll need a flyer
to get up to it.

Continue into the next room by going through the hole in the wall made by the
shield troopers. There's more exploding machinery in this room. Follow the
lower path around until there's a ramp to take you to the upper part of the
room. Go down the narrow hallway, beating back the shield troopers, to find
the mechanism to open the blast door.

Fight your way back down the hall; make sure you collect the Gamma Regulator
hidden in the crates on one side; and go through the door you just opened. Go
down the newly opened hall and into a break room filled with robots. Clear
them out and the troopers that come running in; then, go through the door the
troopers came in through.

This next room is cramped with a lot of debris piled up. Search carefully for
a Strike Upgrade hidden in the mess. Go down the hallway to a flight of stairs
and you'll be introduced to a pair of turret guns. Blast the soldiers; then,
concentrate fire on the turrets. They're not that strong; but, you want to hit
them hard so they have less time to shoot you up.

Destroying both turrets opens the door and you can head up the next hallway.
You'll go over a bridge blocked by robots, turn left and take out a couple
soldiers, go down a hall and turn left over another bridge blocked by more
robots; then, turn left and go up to a platform guarded by a big shield
soldier. Rip off his shield and beat on him and his cohorts. Activate the
control panels in the following order: far left, right center, left center,
far right.

Return to the last bridge you crossed and have it blown out from under you.
You drop down and clear out the troops guarding the blast door. Look for a
Boost behind one of the armored vehicles. Take out the generators holding the
door shut by beating on them; then, watch as Bishop "opens" the door. Go
through the hole he makes and start taking out another swarm of soldiers. At
the end of the street you exit the level. GOING DEEP

[] Reach the Command Center

[] Audio Log: Hydra Training Tape-east side room
[] Body Upgrade-east side room
[] Dossier: White Star Guerillas-in the lab
[] Asgardian Rune-side garage on the north side of the map
[] Boost: Powerful I-side garage on north side of map

Enter the first room, which is quite large; but, partially blocked right now.
Clear the soldiers to get one wall taken down allowing you to go around the
room. Once again a wall bars your way and you'll have to take down a large
number of soldiers before it will drop. After you get past the second wall you
will head for a door on the east wall. It's guarded by a lot of soldiers and
two turrets.

Go through the door and the rebels bring in their big guns, including a super-
size robot. Blast your way through the robots; then, go up the catwalk on the
south side of the room and activate the switch. This opens a side room on the
east side. Inside this side room is an Audio Log and a Body Upgrade. Leave the
side room and head north until you are forced to go up a ramp into a lab. Grab
a dossier from your left; then, go out the other door of the lab and begin
clearing robots from the room beyond.

Continue through to the next room, which is filled with shield troopers and
regular mobs. When you've taken out most of the troops, a door will open,
brining in reinforcements. Ignore that door for a moment and backtrack to
where you entered this room. You should see another door going down into a
garage area to the left of where you entered. Go down here to pick up an
Asgardian Rune and a Boost.

Now follow your Nav arrow west, out of the larger room and into another room
filled with soldiers, including ones with shields. Blast them to smithereens;
then, watch as Bishop opens a door and sends you to an elevator. Going down? INNER BASE

[] Find and Stop Cable
[] Bypass Security Switches

[] Dossier: Hercules-in the room with the first security switch
[] Boost: Striker II-defeat Hercules
[] Boost: Destructive IV-defeat Hercules (Legendary)
[] Power Pip-after beating Hercules, take the east exit
[] Strike Upgrade-after beating Hercules, take the east exit
[] Focus Upgrade-next room after Hercules fight
[] Audio Log: Bishop and Cable-next room after Hercules fight
[] Boost: Deflection II-defeat Cable
[] Boost: Rebel Yell-defeat Cable (Legendary)

The first room is a doozy. Turrets are placed around the room and there are
gunners everywhere. When you walk in, it will be in a hail of lead. Use a
Guided or Clearing Fusion if you've got a Star; otherwise, you'll have to move
fast and use blasting powers to quickly level the playing field.

The game forces you through a twisting path-all the better to beat you
senseless. Leave the first room and then exit through the only door that
remains open. Fight your way down the hall trying to avoid the flame jets
striking from the walls. Beat your way across the catwalks until you reach a
room where you get swarmed. Unleash a Clearing Fusion and take out whatever is
left over.

Leave through the north door and work your way down the hall to another large
room where you get mobbed. Take out the bad buys, pick up a Dossier in the
corner and then activate the security switch on one side of the room. Go
through the door that opens and out onto another catwalk. Run quickly to the
end to avoid the grenades being thrown at you.

Keep going, following the path laid out for you. Nothing spectacular in the
way of mobs is coming your way (yet). There is another hallway filled with
flame jets. Finally you get to another catwalk and see a scene setting up a
boss fight with Hercules. Be careful! Herc has a load of missiles and the
strength to chuck them at you. You'll have to dodge side-to-side on the narrow
walkway until you get close enough to Herc to force him to leave off the

Follow Herc into a room and prepare to lay down the law. Herc's main attacks
are physical; so, standing back and shooting him works well as does hitting
with a Targeted Fusion as often as possible. It's a generic boss battle
without even the small excitement of additional troops. The second security
switch is in this room; activate it after finishing Herc.

Leave by the EAST door (your compass points you west) to find a side room with
a Power Pip and a Strike Upgrade. Go back through the Hercules room, leave by
the west exit and go across another catwalk. When you reach the end of the
catwalk, there's a Focus Upgrade in one corner and an Audio Log in the other.
When you're ready, go through the east door and set into your boss battle with

First take out as many mobs as you can and the cannons at the far end of the
room. Taking out both cannons brings down Cable's shields. This is not
necessarily a good thing. Cable is highly resistant to physical damage. He has
a broad-arc ranged shot as well as a high-powered single beam shot and can
teleport around the room. Your best bet is to stay out of range and pepper him
with energy or elemental powers. By standing further away from him you can
slip between his bullets and dodge his single-beam. At lower health levels,
Cable starts throwing batches of grenades-watch for the glowing red beacons
hitting the floor and run away.

You'll notice a distinct lack of swarming mobs helping Cable. This seriously
affects your ability to earn Fusion Stars; so, use your Targeted Fusions
wisely. When Cable reaches 50% health, he teleports to his command console and
arms eight (yes, that's 8) turrets on the walls beside him. While the turrets
are active, Cable is shielded; but, that doesn't stop him shooting you.
Destroy the turrets as fast as possible and continue the fight with Cable. Due
to the lack of Fusion Stars, this will likely be a long fight; but, it is by
no means the hardest as long as you follow generic boss battle strategy numero


[] Sim Disc: Adrenaline Rush-next to sim console
[] Dossier: Rebel Hideout-next to sim console
[] Audio Log: Bullseye Interrogation-next to review console
[] Dossier: Cable-on trivia console platform

HQ Conversations:
[] Iron Man with Songbird
[] Iron Man with She-Hulk
[] Iron Man with Black Widow HIT 'EM HIGH

[] Destroy Munition Piles
[] Defeat Prodigy

[] Gamma Regulator-inside water tower on first rooftop
[] Boost: Conductive II-inside water tower on first rooftop
[] Power Pip-on first rooftop under a pallet
[] Focus Upgrade-on rooftop with third munitions pile, behind water tower
[] Audio Log: Speedball News Report I-inside water tower next to sixth
   munitions pile
[] Boost: Attributes I-defeat Prodigy
[] Boost: Fusion Combo II-defeat Prodigy (Legendary)

Your primary job is to destroy pallets with stacks of munitions; each one is
guarded by a number of soldiers with at least one carrying a shield. The first
is right in front of you. On the same roof are two water towers; break them
open to score a Gamma Regulator and a Boost. Next to the water towers a pallet
is leaning against the wall; blow it up to get a Power Pip.

Go up to the next rooftop and destroy a second munitions pile. Now you have to
run up a narrow passage to the next rooftop and your way is blocked by rocket
troopers. Block the missiles and take out the troopers. When you reach the
next open area, a helicopter drops swarms of soldiers on you. Take out the
troops and drop down to the lower rooftop and take out the third munitions
pile. On the same rooftop, go back in the corner behind a water tower to pick
up a Focus Upgrade.

Drop down one level and prepare to fight a chopper. Block or dodge its
missiles. When you get close enough, it will use a flamethrower; so, stay out
of the way of the flames and throw its grenades back at it. The fourth
munitions pile is at the edge of the roof, right in front of the helicopter.
After the helicopter is gone and the munitions pile destroyed, an unexpected
ally makes a bridge for you and you can cross to the next rooftop.

There are more soldiers and two more munitions pile on this rooftop. Destroy
the water tower in the front corner of the roof to get an Audio Log. Soldiers
blow out a fence letting you get to a higher rooftop where you get to fight
Prodigy. He responds well to the generic boss battle strategy. After your
fight, rocket troopers make you another bridge (how nice of them) to get to
the next rooftop.

You will have to cross under rocket fire; but, you can block those and get
across easily enough. Destroy the final munitions pile and then follow the
cutscenes to get to the next mission. ROAD WORK

[] Clear the High Line
[] Destroy White Star Robots
[] Defeat Multiple Man
[] Defeat White Star Forces

[] Audio Log: Pro-Reg Radio Spot-right behind your starting position
[] Teamwork Upgrade-to your right as you start, behind the yellow girder
[] Boost: Laceration I-behind a convoy truck on the south side of the street
[] M'Kraan Fragment-under the red van on the south side of the street
[] Dossier: Prodigy-behind a brown car on the east side of the street
[] Boost: Critical Pain I-behind a truck on the north side of the street after
   Thing appears
[] Boost: Super Tough II-defeat Multiple Man
[] Boost: Critical Pain II-defeat Multiple Man (Legendary)

As soon as the level loads, turn around and pick up an Audio Log; then, duck
behind the yellow girder to score a Teamwork Upgrade. Move down the tracks
taking out soldiers. After the high line is clear, you are placed in the
street and your first mission is to take out four of the big robots. There
are, of course, plenty of regular mobs swarming you. The big robots count as
bosses; so, use Targeted Fusions on them to score Health Tokens and rack up
new Fusion Stars by blasting the low-level mobs. Before you completely clear
the street, look for a few collectibles: there's a M'Kraan Fragment under a
red van on the south side of the street; a Boost behind a convoy truck on the
same end of the street; and, a Dossier behind a brown car on the east side of
the street

When the robots are down, Multiple Man gets out and you have to take him down.
This will either be very hard or a joke. It's a joke if you have a good area-
of-effect power on your team (Jean Grey, Gambit, etc.). Multiple Man's main
attack is to gang up on you; but, his clones are weak. Just keep blasting. As
soon as you've blasted away all the clones, hit the one left standing with a
Targeted Fusion. Plus, you only have to get him down to 50% health for the
game to continue.

After Thing joins your group (as an NPC), take out the soldiers that appear.
Oh, look! Multiple Man is back. Before taking him one, search the north side
of the street for a Boost. Fighting Multiple Man is the same drill as before,
he isn't really that strong of a boss. Seriously, how powerful is making wimps
of yourself? TRAFFIC JAM

[] Pursue Prisoners
[] Defeat Goliath

[] Asgardian Rune-to your left before you enter the broken building
[] Dossier: Multiple Man-to the right as you climb up the broken wall
[] Body Upgrade-after first fight with Goliath, in the next room
[] Boost: Precise Force-defeat Goliath
[] Boost: Critical Pain IV-defeat Goliath (Legendary)

You're back on the rooftops, pursuing Cap and the escaping "criminals."
There's not much going on right now; just follow the one path laid out for
you. As you first encounter enemy soldiers, look to your left and pick up an
Asgardian Rune. Shortly thereafter you will climb up a broken wall into a
building. Look to your right to get a Dossier.

Follow the building back outside and meet Goliath, your boss fight for this
level. Fighting Goliath is at once both very simple and very hard. He as one
primary attack and that is to slam his fists into the building. He has three
fist slams:

1)     Slams either his right or left hand straight down
2)     Slams either his right or left hand across his body and into the wall
3)     Slams both hands down together

All the attacks are heavily telegraphed and avoided. As soon as a fist (or
two) slams down, it will stay down for about three seconds. In that time you
have to hit it with something. Rapid-fire shots or quick-firing blast powers
are your best bet. Don't try to run over and punch his arm, it will take too
long. As soon as you do enough damage, Goliath will take a breather and put
one fist down on the ground. Hit that fist with a Targeted Fusion.

Goliath will get mad and break down some walls. Run through the opening on the
left and grab a Body Upgrade. Keep going until you are joined by Molten Man
and then it's another fight with Goliath. Goliath's attacks are the same with
one variation where he slams just his fist down on the edge closest to him.
You will occasionally be swarmed by robots. The swarms will help you build up
Fusion Stars for the finishing blows on Goliath.

Take out the robots and hit Goliath's arms while they are down. When he stops
to take a breather, he will put his arms up and his body will be open. Target
his abdomen with a Fusion. Repeat the process of hitting his arms. The next
time he stops, he actually puts his head down on the ground.

Don't miss it.

2.2.3  CHAPTER 3: AMBUSH HQ: S.H.I.E.L.D. 3

[] Sim Disc: Pinned-on central platform
[] Audio Log: Speedball's New Costume-near review console platform
[] Concept Art: Guard Duty-on review console platform
[] Sim Disc: Heavy Metal-next to sim console
[] Dossier: S.H.I.E.L.D. Nanite Officers-next to trivia console
[] Dossier: Goliath-next to Mr. Fantastic on platform opposite sim console

HQ Conversations: CONTAINMENT

[] Capture Unregistered Heroes
[] Locate Cloak

[] Dossier: Cloak-beside tank on first open platform
[] Audio Log: Reed's Notes on Nanites-south side of platform after Multiple
   Man Fight, behind pipe
[] Asgardian Rune-next to Audio Log
[] Dossier: S.H.I.E.L.D. Helicarrier-inside a pipe after you ride the elevator
   following the Patriot/Firestar fight
[] Power Pip-inside a pipe after you ride the elevator following the
   Patriot/Firestar fight
[] Boost: Reserves II-defeat Multiple Man
[] Boost: Adaptive-defeat Multiple Man (Legendary)
[] Boost: Patriotic-defeat Patriot
[] Boost: Dry Heat-defeat Patriot (Legendary)
[] Boost: Ice Strike II-defeat Firestar
[] Boost: Resist Cold II-defeat Firestar (Legendary)
[] Boost: Mighty I-defeat Colossus
[] Boost: Devouring IV-defeat Colossus (Legendary)
[] Boost: Ionic Attack III-defeat Dagger
[] Boost: Physicality II-defeat Dagger (Legendary)

Throughout these levels, watch out for exploding barrels. In the confusion of
battle it is pretty easy to blast everything in sight and that could be
dangerous. As you go, use ranged powers to blast stuff ahead of you to avoid
incidental explosions.

Head off down the catwalk to the first open area where you will have to fight
off a small mob of soldiers. Look for a Dossier beside one of the large
chemical tanks on the platform. Continue to follow the catwalk to the next
battle arena, which is a large, circular platform with a rotating center. (For
an ironic kick, have Susan Storm on your team.)

Fight off a swarm of soldiers and continue following the catwalks. You'll wind
around a large column; at the top you will face off against Multiple Man.
Again. He's no harder this time around. Collect a Boost when you beat him;
then, look for the catwalk leading off this platform.

The way is blocked by a chemical spout; to get past it, you must freeze it.
Iceman can do this for you; or, hit one of the "vending machines" next to the
path to dispense a barrel of liquid coolant and throw it at the spout. It may
take several barrels to freeze the spout and allow you to pass.

Continue on the catwalks. At the next open platform, the way forward will be
blocked and you'll have to take a right and work your way around. Before you
do so, break the pip to your left (south) and find and Asgardian Rune and
Audio Log behind it. At the intersection, look right to see a row of three
valves. Stand in front of each and rapidly tap Interact to release the valves
and blow open the door allowing you to continue.

As you go through the door, you're met by Patriot and Firestar. Fighting two
bosses at once can be confusing; but, the strategy is the same: build up
Fusion Stars, use Targeted Fusions. Both Patriot and Firestar have decent
ranged attacks; so, standing back and sniping won't work as well. Neither,
however, is particularly strong in this battle.

After the battle, you get another nanite-controlled villain in your party (as
an NPC) and you take an elevator up to another platform crawling with
soldiers. The walkway leading from this platform is blocked by flame jets that
fire in alternating patterns. Watch the pattern and dodge the jets to get past
the walkway. The next platform has a mini-boss fight against one of the big
robots and a few of the regular bots.

Keep working your way along the catwalks, advancing through another area
swarming with soldiers and finally facing another big bot near an elevator.
The elevator takes you up to another platform with another dual-boss battle
against Colossus and Dagger.

Colossus can hurt you close-up and Dagger can hurt you from range; so, keep
moving! The generic boss battle strategy works here and you will get some
robot mobs to help you build up Fusion Stars. Colossus is fairly easy to
avoid; but, Dagger can seriously hurt you. Watch for her missile strikes and
try to dodge them. As soon as they are down, the game advances to the next
level (not even giving you time to pick up your Boosts for beating the two
heroes). FACEOFF

[] Pursue Captain America
[] Defeat Captain America

[] Dossier: Colossus-right after first cutscene with Cap, on southwest corner
   of platform
[] Boost: Draining III-defeat Iron Fist
[] Boost: Power Up III-defeat Iron Fist (Legendary)
[] Boost: Team Tactics II-defeat Luke Cage
[] Boost: Energized III-defeat Luke Cage (Legendary)
[] Boost: Overpower II-defeat Captain America
[] Boost: Evade III-defeat Captain America (Legendary)

Work your way down the ramp in front of you and follow the catwalks east and
then south to get a scene with Cap. There are a lot of mobs along the way,
mostly robots with a few big robots and shield troopers thrown in. After
chatting with Cap, clear the platform to find a Dossier. Chase Cap back along
the catwalks you just cleared, taking the occasional potshot at him. (And he
at you.) Cap leads you out onto some pipes and finally down into an arena
tailor-made for a boss battle.

Get Cap down to about 66% health and he'll decide to "take this outside,"
which just means you're going to move to a different arena. Follow him outside
and take out some generic mobs and follow the catwalks until you drop in on
Cap.and Iron Fist. As if Captain America alone isn't sufficient challenge for

Iron Fist has the ability to heal himself and others; so, concentrate fire and
Fusions on him. He's pretty weak, so one or two Targeted Fusion hits should
take him down. You are then left with Cap. Cap has serious knockback attacks,
making it hard to stay on your feet long enough to get off a Fusion. He also
doesn't stand still much and his shield throw has to be watched for so you can
dodge it. But, in general, Cap goes down to Targeted Fusions the same as any
other boss. If you're running out of teammates and can't get off a Fusion,
stand far away and pepper him with ranged attacks.

Oh, and just for fun, the arena randomly shoots out plumes of fire. Just,
'cause, you know, the fight needs to be hard or something. Avoid the circles
on the floor to avoid the flames and get Cap down to 50% health to start the
next cutscene. Cap runs outside and gets in a tussle with Iron Man that ends
with Iron Man down and you facing off against Cap in yet another battle arena.

This time Cap is joined by Luke Cage. To get the Boosts for beating Cage,
finish him off while avoiding Cap's attacks. To just get this over with,
concentrate on Captain America; when he reaches less than 25% health, the next
cutscene plays out OFF THE LEASH

[] Dispose of the Bombs


If you've been following the Anti-Registration path, welcome back! With this
brief boss battle, the two divergent stories converge and continue in the same
track. Your job is to fight Goblin and Venom while helping Nick Fury dispose
of some bombs.

This is much easier said than done. Shortly after battle starts, Fury throws
the first bomb to the ground. You have to run over, pick it up (Grab button)
and throw it into the exhaust pit in the center of the arena (Grab button
again). You have to do this while dealing with Green Goblin and Venom. Just to
complicate matters, they take turns riding Gobby's glider around and throwing
bombs and other nasty things at your feet.

The toughest things to deal with are the grenades. When you see blinking red
lights on the ground, run away. You do have to deal as much damage as possible
to the criminals in order to advance the game. Fury will not pull off the next
bomb unless you have whittled down the bad guys' health. You can only damage
the villain currently on the ground.

When Venom is on the glider, he throws webbing over the vent. You have to
blast this off to get the bomb in. Keep an eye on the vent and listen for Fury
to start shouting about the webbing and go ahead and blast it quickly so it
doesn't interfere with you when you're ready to chuck a bomb in the vent.

Oh, yes, you have less than a minute to grab each bomb and chuck it before it
explodes and you get to start over. So keep an ear out for Fury telling you
there's another one and watch for the clock that appears above the villain's
portrait in the lower left of the screen.

Here's the sequence of events:

1)     Shortly after the battle begins, Fury throws down the first bomb and
you have 42 seconds to get rid of it

2)     When Venom's health reaches about 10%, he and Gobby exchange places
and Fury throws down the second bomb; you have 32 seconds to get it in the

3)     When Gobby's health reaches about 10%, he and Venom switch places
again; Venom is now at about 50% health; Fury throws the third bomb and you
have 22 seconds to chuck it

4)     When Venom's health is almost gone, he gets back on the glider and you
have to fight Goblin again, now at about 50% health; whittle him down to
almost nothing and then Venom gets on the ground and a couple hits later
you're hitting the cutscenes

This is not an easy fight; but, it's quite doable as long as you do two
things: keep moving and don't let webbing stay on the mouth of the vent.
Remember, your primary goal is to get those bombs into the vent, not kill
Green Goblin and Venom.



[] Concept Art: Chem Plant-south side of base, on western portion of walkway
[] Dossier: Fury's Base-next to review console
[] Sim Disc: Adrenaline Surge-northeast side room, near Tinkerer
[] Concept Art: Ambush-hallway between eastern side rooms
[] Dossier: S.H.I.E.L.D. Life Model Decoy-southeast side room
[] Audio Log: Fury Calls Contessa-southeast side room next to trivia console
[] Focus Upgrade-use Nick Fury to activate the console on the south center of
   the base; only available in Legendary+ mode

HQ Conversations:
[] Human Torch with Thing
[] Invisible Woman with Thing

Welcome to your new digs. Get to know the place. Don't pass up the side rooms
to the east. All the normal stuff is here and there are new questions in the
trivia game. When you're ready to begin the re-assimilation, hit the mission
briefing console. JAIL BREAK-IN

[] Reach the Portal Room
[] Defeat Penance
[] Transmit S.H.I.E.L.D. Nanite Network Logs

[] M'Kraan Fragment-inside cell on first level of cell block
[] Body Upgrade-inside cell on second level of cell block
[] Audio Log: Speedball News Report II-inside cell on ground level of cell
[] Dossier: Negative Zone-inside bleachers in gym
[] Dossier: Prison 42-inside bleachers in gym
[] Boost: Experienced III-in first room after portal control room
[] Boost: Devouring I-in second room after the portal control room

You start on the upper ramparts of the prison wall. Follow the path around,
beating soldiers until you come to a closed door. A giant robot jumps down and
must be put down before the door will open and you can get inside the prison.

You're in the cell block area and you just follow the walkways. Along the way
you will see collectibles inside cells. Blow out the doors of the cell next to
where you see the collectible and then break through the intervening wall.
There are three levels to the cell block area. When you reach the lowest
(ground) level, go down another ramp and activate the panel on the far wall to
open the door into the gymnasium.

You'll have a little meeting with Maria Hill; then, you'll be swarmed by
S.H.I.E.L.D. troopers. Since this is a gym, you'll find bleachers along the
walls and a couple of collectibles hidden inside the bleachers. Finally, after
a few waves of soldiers, a giant robot drops in and taking him out opens the
way further into the prison.

Go up the ramp, beat the soldiers in the control room and watch the cutscene
with Iron Man and Penance. After clearing out the control room, go down the
side ramp into a room with a bunch of soldiers and two turrets on the far
wall. Defeat the soldiers and destroy the turrets to open the force field into
the next room. Before going, there's a Boost on the left side of this first
room. Go into the next room, clear out the soldiers and the turrets to open
the force field and collect a Boost from the RIGHT side of the room.

Well, they had to make SOMETHING different, didn't they?

Go up the ramp that had been blocked by a force field and have the easiest
boss "fight" of the game. Hill gives up without a fight! Now, you have to turn
around and fight your way back to the portal control room. You can now
activate the control panel and open a door to the portal and a real boss fight
with Penance.

Penance will seem like an easy fight. He gets no help and his attacks aren't
particularly damaging. When he gets below 25% health, the prisoners around the
room get loose and beat him up for you.then turn on you. They're just regular
mobs, though, so they'll go down easily. Go to the control panel in the portal
room and activate it to move on to the next mission. GOING NEGATIVE

[] Collect Pure Nanite Sample
[] Disable the Decontamination Beams
[] Return to the Elevator

[] Boost: Resist Cold I-defeat Equinox
[] Boost: Disruption III-defeat Equinox (Legendary)
[] Body Upgrade-side room outside Equinox battle arena
[] Boost: Resist Impact II-side room outside Equinox battle arena
[] Audio Log: Nanite Injection Training-first side room on your right where
   you dodge the moving force beams
[] M'Kraan Fragment-first side room on your right where you dodge the moving
   force beams
[] Dossier: S.H.I.E.L.D. Nanite Network-first side room on your left where you
   dodge moving force beams
[] Dossier: Superhuman Inmates-second side room on your right where you dodge
   moving force beams
[] Asgardian Rune-second side room on your left where you dodge moving force

You drop right into the middle of a group of soldiers; no time to catch your
breath. After the soldiers, robots swarm into the room for quite a while. When
you finally see soldiers again, you can begin to relax as the waves of enemies
are over for a bit. The human soldiers kindly left the door open; so, head out
that way.

You'll be greeted by two big robots, which may take a while to destroy. You
have limited maneuverability; the use of Targeted Fusions is recommended as
they have little room to maneuver as well. Once the robot mini-bosses have
blown up, you will have to wait a moment before the door to the next room
opens and a few soldiers spill through.

Run into the next room and clear out the soldiers. There are also laser
turrets in each corner of the room. When the soldiers are down, Equinox is
released from the nanite injection chamber and you get to fight him.

Equinox can use both heat and cold attacks and he's pretty strong. He has a
multiple-shot flame arc, a strong ice blast, a combination heat/cold radial
move that sends out four lines along cardinal points and flaming and icy
explosions around himself. In short, there's no way to avoid getting hit. Cold
and fire damage resistance Boosts are recommended to make the fight easier;
but, in the end, it once again comes down to how quickly you can build up
Fusion Stars and use a Targeted Fusion on him.

Battle your way back to where you started. As you leave the room where you
fought Equinox, you'll see you can now access the side rooms where you can
pick up a Body Upgrade and a Boost. Fight your way across the elevator room
where you began the level and leave through the opposite door.

As you enter the hall, moving force beams come down the hall and you're
limited in your forward movement by force fields. You have to work your way
around by going into side rooms to dodge the beams, going around a force field
and then dodging back through the hall to a side room and repeating the
process, yada yada.

First, dodge the beams by running into the side room to your right. This room
contains an Audio Log and a M'Kraan Fragment. Dodge across the hall and pick
up a Dossier (as well as fight a few mobs). Watch the moving beams; then,
dodge across the hall in a gap between the beams and clear out some more
soldiers and collect another Dossier. Once more dodge the beams and go across
the hall to pick up an Asgardian Rune. In this room is a control panel that,
when activated, turns off the force beams and opens the door in the main hall.

The final room has a couple of shielded soldiers and a bunch of robots in it,
which should be cake for you by now. Clear the mobs; then, stand next to the
nanite injection chamber and activate it to get a pure sample. All heck then
breaks loose and you have to get back to the elevator. No one's going to get
in your way, so hightail it to the next mission. RIOT GEAR

[] Reach the Power Conduits
[] Help Out Luke Cage
[] Get a Second Pure Sample
[] Free Firestar
[] Replace Power Conduit

[] Dossier: Firestar-first room
[] Boost: Strike True II-defeat boss holding Luke Cage
[] Strike Upgrade-end of upper path of prison after rescuing Cage
[] Boost: Laceration III-defeat bosses holding Firestar captive
[] Boost: Powerful III-defeat bosses holding Firestar captive (Legendary)
After your chat with Iron Man and Captain America, run around the elevator
room to find a Dossier. Exit via the catwalk where you will meet your first
nanite-controlled enemies; who really aren't any tougher than other mobs
you've faced thus far. At the end of the catwalk, turn left into the first
level of the cell blocks.

In addition to a bunch of regular mobs, you'll meet the nanite-controlled
version of a mini-boss-a generic villain turned semi-super with the nanites.
Use a Guided Fusion on the mob or a Targeted Fusion on the mini-boss and
continue on your way. At the end of the cell block, activate the elevator to
ride up one level. Repeat the whole "fight off a bunch of regular mobs and a
mini-boss" thing on this cell block as well.

Again, at the end of the cell block, activate the elevator to go up one level.
This time you get a little puzzle to solve as well as mobs to fight. Exit the
elevator to your left and watch the flame jets go soaring into the sky. The
jets turn on-and-off in a pattern. There's a console nearby that can show you
the pattern as alternating green and red circles.

Basically, you'll step onto a green circle and, as soon as it turns red, step
onto what you think to be the next green circle. You have about two seconds to
get off the just-turned red circle onto another circle before flames once
again burn your biscuits. The pattern for the first set of flame jets looks
something like this.

The jets cycle in five stages where X means no change, R means going to flame
and O means safe until the next cycle:


The proper way across, then, is:


Just follow the numbered steps by stage. On the other side of the flames,
you'll be attacked; if playing single-player, you won't have any teammates
with you. Quickly activate the console on the left side of the cell block path
to turn off the first set of jets and start the pattern for the second set of
jets. Fight off the mobs and then cross the second set of flames. The pattern


The path to get across is:


After you get one character through, there's a panel he or she can activate to
turn the jets off. This time, go past the elevator into the next cell block to
rescue Luke Cage. Take out the boss using the generic boss battle strategy.
You don't have a lot of room to move around as the flame jets come on once the
battle starts and go off when the battle ends. Fortunately, you do not have to
do the whole pattern-matching thing again.

Activate the injection chamber to release Cage. Activate it again after he
leaves to obtain another nanite sample. Keep heading west to another elevator
and ride it on up. Go right onto the roof of the prison and blast your way
through a bunch of robots. Go all the way to the end of the path to pick up a
Strike Upgrade.

Go back to the center of the upper path and out to the circular platform where
Firestar is held prisoner. Fight off two boss-level nanite troopers, which is
just like every other minor boss fight you've been through. Take the lift
pointed out to you to reach the power conduits.

There's a small group of mobs and a mini-boss in this room. Clear them out;
then, look for the power blocks on the north side of the room. Push them into
the slots in the conduits to restore power to the prison. The cutscenes
indicate the start of a new mission. HOLD THE LINE

[] Reach the Portal
[] Hold Back Nanite Forces

[] Audio Log: Prison 42 Procedures: Behind you after the cutscenes
[] Boost: Fire Proof II-defeat Molten Man
[] Boost: Power Up IV-defeat Molten Man (Legendary)
[] Boost: Deflection IV-defeat Grim Reaper (Legendary)
[] Teamwork Upgrade-right side of cell block after fight with Grim Reaper
[] Dossier: Moonstone-final cell block, on the left hidden by a gravity well
[] Boost: Disruption I-defeat Diamondback
[] Boost: Overpower III-defeat Diamondback (Legendary)
[] Boost: Attributes II-defeat Whirlwind
[] Boost: Run Speed I-defeat Whirlwind (Legendary)
[] Boost: Strategist-defeat Moonstone
[] Dossier: Whirlwind-next to portal at end of level

After the cutscenes, turn around and grab an Audio Log. Make a run for the
elevators at one end of the room. Ah! But Molten Man bars the way. This is a
prototypical boss fight and should be nothing to worry about.

When Molten Man has been defeated, take the elevator back to the roof. Fight
your way through mobs to get to another elevator going down. You're back in
the cell blocks and now you've got Grim Reaper and a bunch of lackeys to wade
through. After dancing with the Reaper, look for a Teamwork Upgrade on the
right side of the cell block.

Keep going to another elevator and ride it down. Exit to your right and
quickly blast your way through the mobs to one last elevator ride down. The
final path to safety is contested by gangs of nanite-controlled troops and
flamethrower turrets. As you get close to the exit, destroy a glowing gravity
well on the left side of the path to uncover a Dossier. As soon as you get
past the door at the other end.

Well, it's another boss battle. This time your opponents are Moonstone,
Diamondback and Whirlwind. Whirlwind can be hard to take down. He rarely sits
still long enough to hit him with a Targeted Fusion; so, try using a Guided
Fusion. You can follow him around inflicting massive damage rather than try to
pin him in one place. There will be swarm upon swarm of regular mobs to help
build up Fusion Stars. And you will have the help of Iron Man and Cap.

Focus on Whirlwind; Diamondback and Moonstone will probably get taken out
without much extra effort, especially if you use Guided Fusions. There's a
Dossier next to the portal; and, Diamondback and Whirlwind drop Boosts.


[] Audio Log: Self Destruct-on north side of bunker
[] Sim Disc: Search and Destroy-on west side of bunker
[] Dossier: Nick Fury-south side of bunker
[] Dossier: Equinox-southeast side room
[] Concept Art: Prison-northeast side room

HQ Conversations:
[] Iron Man with She-Hulk
[] Captain America with She-Hulk JUNGLE

[] Stop the Artillery Barrage
[] Reach the Wakandan City

[] Dossier: Wakanda-after first cannon, go right at the split in the path
[] Focus Upgrade-in the bushes around the second cannon
[] Dossier: Vibranium-to the left of the wood platform puzzle
[] Audio Log: Nanite News Report-next to third cannon
[] Boost: Powerful II-right side of the path after the force field after the
   fourth cannon has been destroyed
[] Boost: Elementalist I-defeat Havok
[] Boost: Resist Recent-defeat Havok (Legendary)

You're sent to Wakanda to save Black Panther's kingdom from the invasion of
the nanites. Work your way down the path and blow up the first cannon you
find. Defeat the soldiers and a Wakandan guard will open a force field
allowing you to progress. After going through the field, take the right path
when it splits and pick up a Dossier. Backtrack and take the left-hand split
in the path and find the second cannon and destroy it. In the bushes
surrounding the second cannon you can find a Focus Upgrade.

Go back to the split in the path and climb the hill along the right-hand path.
The guard will open the force field for you and you are presented with a
simple puzzle. There is a large wood platform with four slots in it at
cardinal points. In the center of the platform are four wood pillars. Each
wood pillar fits specifically in one of the slots. Just push and pull each
pillar to its correct slot. They should be easy to identify; but, trial-and-
error works just as well. To the left of the platform is a Dossier.

Finishing the puzzle opens the large doors ahead of you and allows you to
destroy the third cannon. There's an Audio Log nearby. Continue to follow the
path up the hill. You will soon encounter mines such as those used in
Washington, DC. Take your time and avoid the explosions. At the top of the
hill, turn left and take out the fourth cannon.

The guard will then open another force field so you can continue. Just past
the force field, pick up a Boost from the right side of the path. Further up
the path you will encounter a nanite-controlled Havok.

Havok seems a little off his game at first; but, when he gets down to about
60% health, he begins ripping holes in the ground and these can be hard to
avoid. You have to keep an eye on the ground and watch for bulges forming;
then, run away. Collect your Boost for defeating Havok; then, head down the
path to the exit. TRIBAL CITY

[] Raise City Tower Defenses
[] Destroy Teleporter Pods (optional)
[] Enter Palace Grounds

[] Audio Log: Nanite War Voice Stream-to the right at the end of the first
[] Dossier: Havok-on top of buildings at top of circular ramp near fourth
   teleporter pod
[] Dossier: Fold Teleporter Pod-as you reach platform of second tower; just to
   your left
[] Dossier: Wakandan Royal Guard-on the south side of the second tower's
   platform, behind a building
[] Gamma Regulator-on top of buildings near second tower
[] Boost: Untouchable II-after third tower, go around the waterfall
[] Boost: Focused III-defeat A-Bomb
[] Boost: Run Speed II-defeat A-Bomb (Legendary)
[] Boost: Killer Instinct I-defeat Justice
[] Boost: Stunning Finish II-defeat Justice (Legendary)

At the end of the first bridge, watch out for the teleporter pod falling from
the sky. Teleporter pods should be destroyed as quickly as possible as they
spew forth mini-boss enemies as long as they are active. To your right, look
for an Audio Log between the two small buildings. Continue around the
fountain, destroying two more pods. After the third pod, go up the circular
ramp to reach the defense towers.

At the top of the ramp, look for the fourth pod. Go past the pod and start up
the stairs. Have a flyer fly up to the roofs of the small buildings to your
right to pick up a Dossier. At the top of the stairs, take out a bunch of mobs
and then push the defense tower power supply back into the tower.

Go around by the ramp to your right to reach the second tower; as you reach
the platform you'll find a Dossier to your left. You'll have to take out more
enemies as well as the fifth teleporter pod. Fly up to the rooftops to pick up
a Gamma Regulator. The guard will then lead you back down toward the third
defense tower. At the bottom of the ramp she opens for you, you'll find the
final defense tower and three more pods will drop on you. Defeat the mobs,
destroy the pods and put the tower back together.

Walk over to the force field leading down from this area and the guard will
open it. Go down and around the waterfall to find a Boost. Go down the stairs
and you will meet A-Bomb. You really want to stay as far from this beast as
possible. He has incredible close-range destructive power. Pepper him from
afar and then use Targeted Fusions on him.

When A-Bomb is low on health, Justice shows up and shields A-Bomb. You now
have to try to simultaneously stay away from A-Bomb while building up Fusion
Stars to use on Justice. Fortunately for you, Justice is a bit of a wimp and
one good Fusion will convince him to stop protecting A-Bomb. You are then free
to focus on A-Bomb again. Once A-Bomb is down, mop up Justice. After cleaning
up the mess, go down the stairs past another waterfall and up the elevator to
the palace. PANTHER'S LAIR

[] Raise Palace Tower Defenses
[] Defeat the Fold Invaders

[] Dossier: Justice-to the left as you leave the elevator
[] Dossier: A-Bomb-next to first defense tower
[] Asgardian Rune-past the second defense tower
[] Teamwork Upgrade-past the second defense tower, behind market stand
[] Boost: Stunning Finish I-defeat Green Goblin (Legendary)
[] Boost: Team Tactics IV-defeat Venom (Legendary)

As you enter the level by leaving the elevator, turn to the left side of the
screen and find a Dossier partially behind the elevator tower. Fight your way
down the path to a point where you have to cross some wood platforms floating
on water. At this point, watch out for more teleporter pods dropping from the

Once you get over the water, climb the stairs and destroy more pods on this
upper walkway. Continue climbing the path, taking out mobs until you find
another defense tower. Take out the swarm of enemies and pull and push the
tower back together. Pick up a Dossier from this same platform.

Go back down the ramp and through the force field, destroying another pod.
Climb another ramp and take out a group of mobs to find the second defense
tower attached to a large column. Repair the tower and the column is revealed
to be an elevator. Ignore it for the moment and go on past to pick up an
Asgardian Rune and a Teamwork Upgrade. Return to the tower elevator and
activate the control panel opposite the repair point. The platform rises
halfway; run around to the other side and activate the panel to get to the

Climb the stairs and watch the cutscenes.

Fold soldiers start dropping in on you. Do NOT waste Fusions on these guys.
You're about to battle Venom and Goblin again, and you'll need your Fusions
for them. There are no shortcuts in the battle ahead; you have to keep moving
to stay away from the bombs and guns coming from whomever is riding Gobby's
glider. When Venom or Gobby are on the ground, pound him with a Targeted
Fusion. This battle can be a little tedious; but, there's nothing special to
do-just use the generic boss battle strategy.


[] Audio Log: Goblin Interrogation-center platform
[] Sim Disc: Heavier Metal-near sim console
[] Dossier: Black Panther-near review console
[] Concept Art: Wakanda-near Goliath
[] Dossier: The Fold-near Goliath
[] Focus Upgrade-use Storm to activate the pedestal to the right of the
   mission briefing console (behind Bishop)

HQ Conversations:
[] Spider-Man with Green Goblin
[] Spider-Man with Venom

Another day, another headquarters. New trivia questions and collectibles and
such. Hit the mission briefing when you're ready to get on with it. GROUND ASSAULT

[] Infiltrate Nanite Base
[] Blown Amplifiers

[] Audio Log: Fold Broadcast-next to starting point
[] Boost: Super Tough III-behind the first amplifier
[] Boost: Frosty III-after mini-boss battle, look to the left in a ravine
[] Body Upgrade-behind left-hand gate where the path splits
[] Dossier: Nanite Base-to the right as you come down the hill from the last
   two amplifiers
[] Boost: Untouchable III-defeat Spider-Woman
[] Boost: Elementalist II-defeat Spider-Woman (Legendary)
[] Boost: Physicality I-defeat Wonder Man
[] Boost: Second Wind-defeat Wonder Man (Legendary)

Fight your way along the path. Things won't really get tough until you
encounter the advanced version of the teleporter pods-amplifiers. Destroy the
amplifiers to keep them from spitting out mini-bosses. Behind this first
amplifier is a Boost. The next three amplifiers are close by and as easily
taken out.

Beyond the third and fourth amplifiers is a force field. Take it down by
destroying the power generators to either side of it. Continue along the path
until you are faced with a small boss battle. After defeating the mini-boss,
destroy the gates blocking your path and continue.

As you go down the path, keep an eye below you to the left; there's a Boost in
a ravine.  As you reach the lower level, two gates spring up in front of you.
Bash through the left-hand gate first to get a Body Upgrade. Return and burst
through the right-land gate and keep going. Fight off a few ninja warriors and
break another gate. Beyond is a large swarm of Fold and the last two

Go down the stairs and look to the right. Break apart the structures to find a
Dossier. Continue forward on the bridge. Watch out for the jets of steam and
time your runs through them. On the far side of the bridge, Yellowjacket
points out an entry point to the base. On either side are structures-stand in
front of each and rapidly tap Interact to break the vents and open the center

At this point, Wonder Man and Spider-Woman show up to take a hand in the
proceedings. Not a friendly hand, either. Wonder Man is the tougher enemy as
he can teleport rapidly and has a good ranged attack. Keep an eye out for his
purple missiles and try to dodge them. Use as many Targeted Fusions as you can
earn. Partway through the battle, just to mix things up, jets of steam start
pouring out of holes on the perimeter of the arena. You'll have to dodge those
as well. When the two heroes are down, enter the base. WARP ZONE

[] Destroying Nanite Amplifiers
[] Infiltrate the Inner Base

[] Dossier: Wonder Man-hidden in a piece of machinery near the first amplifier
[] Boost: Striker III-defeat She-Hulk
[] Boost: Inferno II-defeat She-Hulk (Legendary)
[] Teamwork Upgrade-left path toward Firestar
[] Boost: Resist Crush II-defeat Firestar
[] Boost: Devouring III-right path toward Colossus
[] Boost: Disruption II-defeat Colossus
[] Boost: Vampiric Melee-defeat Colossus (Legendary)
[] Audio Log: Tinkerer Personal Log-behind equipment after using the central

Head down the hall and find a swarm of Fold and an amplifier. Destroying the
amplifier opens up a pathway further into the base. Destroy everything around
the amplifier; there's a Dossier hidden in one of the structures.

Fight your way to the circular structure at the center of the base and fight
She-Hulk. Her attacks are all physical and she goes down pretty easily to
Targeted Fusions. Get rid of any additional mobs that popped up to help She-
Hulk and take a look at your options.

There are three teleport chambers ahead of you. The center one is inactive;
you must choose left or right. Pick one and fight the boss at the end.


On the platform on which you arrive, Grab the metal cylinder in front of you
and drag it onto the center of the platform. This opens the way into the
chamber beyond. This area is ruled by Firestar. She'll start raining fire on
you immediately, so move quickly. The path in front of you splits briefly. If
you go around to the left you can score a Teamwork Upgrade.

Get on Firestar's platform and destroy the amplifier to keep the number of
mini-boss mobs to a minimum. Target Firestar with a couple of Fusions and you
should be able to take her right out. Return to the central platform using the
teleporter. If you have already done the right teleporter, the central one
will be active. If not, go do the right one now.


On the platform on which you arrive, Grab the metal cylinder in front of you
and drag it onto the center of the platform. This opens the way into the
chamber beyond. Your opponent for this round is Colossus. The advance down the
hall is the most dangerous part of the battle as there is little room to
maneuver and Peter is throwing large bombs at you.

Once you get into the room with Colossus he resorts to physical attacks.
Before turning your attention to the tin man, destroy the amplifier in the
room so you aren't swarmed with mini-bosses. Take out Colossus with the
standard strategy of Targeted Fusions. Pick up Colossus' Boost and use the
teleporter to get back to the central platform. If you've finished the left
side, the central teleporter is active. If not, go do the left side now.

Before you can use the central teleporter, you will be swarmed by Fold troops.
Clear them out and use the central teleporter. In the room in which you
arrive, look behind all the structures to find an Audio Log. At the far end of
the corridor is the exit. Beside it are two larger amplifiers that produce a
more powerful mini-boss. Defeat them and the teleporter will be open. TO THE CORE

[] Reach Repeater Tower Base
[] Defeat Enhanced Fold Guards
[] Send Nanite Stasis Signal

[] Audio Log: Tinkerer's Research Tape-hidden inside a structure
[] Boost: Deep Cold I-defeat Whirlwind
[] Boost: Precision III-defeat Whirlwind (Legendary)
[] Dossier: She-Hulk-in area around second amplifier after defeating Whirlwind

You're dropped right into a group of Fold; so, you get to fight right away.
There's not much to say here. The area is small and filled to the brim with
Fold. Let loose and destroy everything in sight. Once you have taken down the
three mini-bosses, and things have quieted down, blanket the area looking for
an Audio Log that should be revealed as it was hiding inside a structure.

Take the teleporter to the next area of the map. You're in for another fight
against Whirlwind and a huge number of Fold. Take your shots at WW when you
can and otherwise blast indiscriminately. After the fight, take a winding ramp
up to another teleporter.

Once more you will fight your way through hordes of Fold. You will also have
to dodge steam jets from the floor. As before, destroy the big amplifiers and
kill the enhanced guards. In the area around the first amplifier, find the
metal cylinder and drag it to the glowing light in the middle of the floor.
Repeat for the area near the second amplifier. You can also pick up a Dossier
from this area.

Move forward and take out the third guard and his amplifier. Use the portal
nearby to get to the Tinkerer's lab.

Yes, this is A boss fight. No, this is not THE boss fight.

The Tinkerer is invulnerable most of the time, lucky you. He floats around in
a glowing ball while summoning forth enhanced guards and lots of regular mobs.
To defeat him, you must destroy the two guards he keeps "chained" to him. This
will cause his bubble to burst and leave him temporarily vulnerable on the
ground. That's when you hit him with everything you've got. A Fusion works
great if you have any Stars left after dealing with all the other mobs.

The Tinkerer himself doesn't do anything to you, he just keeps bringing in all
the other Fold troops. This is an extremely long battle and likely to leave
you exhausted (i.e. low on health and lacking Health Tokens). This is not a
good thing. Try to preserve yourself-fight defensively rather than
offensively. You're going to need all the help you can get shortly.

When Tinkerer gets below 25% health he teleports out and a bridge opens up.
Run across the bridge and use the control panel. TOWERING RAGE

[] Restore Nanite Stasis Signal
[] Defeat Nick Fury

[] Boost: Wade's 2nd Fave-defeat Nick Fury
[] Boost: Wade's Fave-defeat Nick Fury (Legendary)
[] Concept Art: Showdown-defeat Nick Fury

This is it. THE boss fight. It starts with a ride on an elevator. But, this is
an elevator where you are under constant attack. An elevator that occasionally
gets hung up because enemy troops are holding it in place. This is all about
persistence and having the right team. You need strong area-of-effect powers
to keep the mobs off your back as much as possible. You need strong ranged
powers to kill the Fold holding up the elevator every time it stops. You need
strong Fusions to clear the swarms on a regular basis.

Hopefully, by this point in the game, you've figured out a team that works
well for you. Just as a personal note, my team was Jean Grey, Storm, Iceman
and Juggernaut-three types of elemental damage, strong Fusions and 15% Stamina
boost. Your mileage may vary.

At the top of the elevator, take out Tinkerer, which you can do with your
pinky finger. Step up to the console and activate it. Now you have to defend
it for one minute against swarms of Fold. Hold out for a minute and all the
Fold go limp.


But.that's not it.

Here comes the big boss! Let's get it on!

Fold Fury has a few tricks up his sleeve; but, when you get right down to it,
this is a typical boss battle. You want to take potshots at him until you earn
a Fusion Star; then, hit him with a Targeted Fusion. However.

There are a few other things you'll have to do. First, keep moving and try not
to get face-to-face with Fury. Most of his attacks come from the front and if
you're to his side, he'll miss. Second, hold your Fusions until he stands
still. He races across the arena and then suddenly pauses to fire. Hit him
during that pause.

Third, Fury switches up his attacks. He has the powers of many of the other
heroes and you'll have to switch tactics. For example, at about 50% health,
Fury starts using Multiple Man powers. Now, besides the comedy of a super-
powerful being using this ability to make wimps of himself, this radically
alters the way in which you approach the battle. Keep an eye on the big green
apparition rising out of Fury for a clue of what type of attack is coming up

At about 40% health, Fury channels Bishop and Wonder Man. Wonder Man-Fury
flits about the arena, shooting energy into Bishop-Fury, which he then
projects in powerful attacks. You have to get between the two Furys and block
the energy beam from Wonder Man-Fury. This sends Fury back to his previous
tactics and you can start hammering him again. He'll now mix in the
Bishop/Wonder Man thing with the other tactics.

Finally, at very low health, Fury channels A-Bomb and puts out a duplicate and
joins himself to the duplicate with a steady stream of light. You've got to
get between them and block off the stream to force them to come together in a
collision. Once you do that, you can go back to attacking him "normally." One
more Targeted Fusion ought to do it.

After the closing cutscenes, you are in Wakanda Palace as your final HQ. Save
your game here and save the save. You can replay any missions from here (with
the exception of the missions from whichever Registration side you did not
choose) and you can use the mission briefing console to start a new game at
Legendary difficulty using all your currently unlocked heroes at their current
level with all their stats and boosts intact.


                    3      WALKTHROUGH - ANTI-REGISTRATION

This is only a partial walkthrough covering the specific chapters which are
different if you choose to side with Captain America against Superhero
Registration. The missions will be similar to the Pro-Reg missions; you'll be
doing the opposite actions (defending cargo instead of destroying it, breaking
people out of confinement rather than keeping them locked up, etc.). The maps
are laid out a bit differently; and, you'll have a slightly different set of
heroes to work with.

There are two ways to complete the necessary Anti-Registration awards &
trophies. One way is to reload your save from Stark Tower 3 (you did remember
to keep a save from there.) You can replay Acts II and III on the opposite
path at the same difficulty level. The other way is to start a new Legendary+
game from the end of your previous game. You'll have to replay the entire
game; but, you also earn the Legendary trophies/achievements.



[] Dossier: Jessica Jones-north side of base
[] Sim Disc: How Are De Ducks?-near trivia console
[] Dossier: Cap's Hideout-south side, near Patriot
[] Audio Log: Cable Voicemail-next to review console
[] Concept Art: Civil War Choice-next to mission briefing console
[] Sim Disc: Wanton Destruction-next to sim console
[] Teamwork Upgrade-use Captain America to open a door on northeast side of

HQ Conversations:
[] Captain America with Patriot
[] Captain America with Hercules
[] Captain America with Spider-Woman
[] Luke Cage with Captain America

This is your base of operations for the Anti-Reg game. You have a different
set of trivia questions here; but, should get the same collectibles. SAFE HARBOR

[] Rendevous with Spider-Woman
[] Protect the Cargo
[] Reach Cable's Base
[] Stop S.H.I.E.L.D. Assault
[] Defeat Black Widow

[] Power Pip-on the pier right after you've finished protecting the cargo
[] M'Kraan Fragment-after finishing protecting the cargo; you're swarmed by
   robots coming out of a cargo container, the Fragment is in the back of that
[] Dossier: S.H.I.E.L.D.-in cargo container near base entrance after fighting
[] Body Upgrade-just inside the base between some cargo containers
[] Boost: Hands On I-in a side alley at the north end of the map
[] Asgardian Rune-upper catwalk in room where you fight Black Widow
[] Boost: Shock Smash I-defeat Black Widow
[] Boost: Killer Instinct II-defeat Black Widow (Legendary)

Move forward and take out the S.H.I.E.L.D. agents in the warehouse. Once
you've cleaned up, step outside on to the pier and take out additional troops.
Spider-Woman then shows up and tells you to get on the boat. You have to get
on the boat and get rid of five bombs and you have three minutes.

Countdown timer is in the lower left of your screen.

Run on the boat and start taking out troops. Look for the tall packages with
blinking red lights. Grab each one you find and fling it overboard. When
you've taken care of all five, Spider-Woman tells you to go see Cable. As you
come out of the cutscene, there's a Power Pip right in front of you.

Go down the pier, taking out troopers and robots. Some of the robots pop out
of a cargo container, walk into the container to the back to pick up a M'Kraan
Fragment-you can't rotate the camera so you have to this blind. As you near
the end of the pier, you'll face a chopper. Grab a couple of its grenades and
toss them back to send it packing. Turn right and head up the alley. Keep
working your way through the streets until you meet the chopper again. These
guys never learn. Get in close and Grab its grenades and throw them back. It's
preferable to use a character with some type of Might ability as they can
throw further.

Continue past the helicopter and around the corner and take out another group
of soldiers. Once the troopers are down, the door to the base opens. Look over
by the wall of the back of this area inside a cargo container for a Dossier.
Enter the base and start taking out troops. While you're fighting, keep an eye
open for a Body Upgrade that's sitting between two cargo containers. When the
soldiers are all down, the helicopter reappears. Again, throw its own grenades
back at it, this time to destroy it.

Before continuing, head for the north end of the area and find a side alley to
the west and pick up a Boost. When you're ready to go inside, approach the
hole blown in the wall of the base. Inside, Black Widow is waiting for you.
Use the standard tactic of dropping Targeted Fusions on her. She won't go down
quickly and she can do some damage with her guns; but, she doesn't use her
guns often and otherwise she's pretty weak.

After she's capture, before you rush inside, take a moment to search the area.
You can find an Asgardian Rune on an upper platform in one corner of the
arena. When you're ready, head for the hole in the wall and exit to the next
mission. PUSH BACK

[] Repel S.H.I.E.L.D. Forces
[] Bring Turrets Online
[] Block S.H.I.E.L.D. Incursion
[] Secure the Garage
[] Reach Command Center

[] Power Pip-inside turret control room
[] Focus Upgrade-opposite the door to the turret control room
[] Audio Log: Hydra Training Tape-lab room north of turret control room
[] Dossier: HYDRA-lab room north of turret control room
[] Boost: Experienced I-southwest corner of main room
[] Dossier: S.H.I.E.L.D. Agents-corner of garage beside a ramp
[] Resist Electric II-defeat War Machine
[] Resist Energy II-defeat War Machine (Legendary)
[] Gamma Regulator-in the garage on a platform behind a car

The way ahead of you is mined, so be careful. Fight your way through the
street until you get to the giant robots pounding on the base door. Take them
out-Targeted Fusions work well and the robots count as mini-bosses so they'll
earn you a Health Token.

Cable now opens one of the gates for you; head through and follow your Nav
arrow to a side area to the east. There are no enemies out here (now); but,
your way is blocked by an electrical field. Activate one of the robots
standing there to have is short out the field. Activate the other one to have
as an additional NPC in your party for the rest of this mission and the next

Go into the control room and bring the turrets online by activating the
controls in this order: far left, right center, left center, far left. Look in
the corner to the left of the door for a Power Pip. Leaving the control room,
turn right (north) and enter a lab where you can pick up an Audio Log and
Dossier. Go straight across the outer room for a Focus Upgrade. Return to the
main room.

Now there are people to fight!

Clean out the room; then, search the area. In the southwest corner you'll find
a Boost. When you've cleared everything, head for the garage on the north side
of the room. You may run into some soldiers already coming through. Take them
out and keep going, clearing out the main room and the garage.

When everything is clear, War Machine cranks his way into the base. War
Machine has some nice ranged attacks; but, he's a fairly standard boss and
weak against Targeted Fusions. After beating War Machine, pick up his Boost
and search the garage for a Dossier that's in a corner beside a ramp. There's
also a Gamma Regulator on a platform behind a car. Finally, head for the exit. OVERLOADED

[] Enter Command Center
[] Knock Out Power Terminals
[] Defeat Bishop

[] Strike Upgrade-corner of room with third power terminal
[] Audio Log: Bishop and Cable-after third power terminal, exit east, then
   turn north (left) at the intersection
[] Body Upgrade-beside ramp in large room on east side of map where you fight
   two mini-boss robots
[] Boost: Overload II-in first room where you fight Bishop on a shelf to the
   right of the entrance
[] Dossier: War Machine-in first room where you fight Bishop on a shelf to the
   left of the entrance
[] Power Pip-in second room where you fight Bishop between two shelves
[] Boost: Ionic Attack II-defeat Bishop
[] Boost: Ice Strike III-defeat Bishop (Legendary)

Go down the hall to the entrance room and take out the robots and soldiers.
Activate the panel on the back wall to open the door. In the next room is a
robot hooked into a power terminal. Hit the terminal hard enough and it will
knock out the robot. Clear the remainder of the room and continue down the

Work your way through the hall and then across the catwalk. You'll be under
pressure the entire way. At the end of the catwalk you'll go up and ramp and
knock out the second power terminal. Exit the room to the west and go down the
hall to the third power terminal. This one is the most heavily guarded. Try to
avoid hitting the terminal until you've gotten rid of most of the soldiers and
robots. When you destroy this terminal, the robot remains active and puts up
quite a fight.

When the room is clear, search it to find a Strike Upgrade in one corner.
Leave the room to the east and fight your way down a catwalk. When you reach
the T-intersection, turn left (north) to pick up an Audio Log. Now fight your
way south and then east back to the room with the first power terminal.

NOTE: Either my game glitched right here or I missed something along the way.
You're supposed to be able to cross this room and continue east; however, the
door east was closed and the door south (through which I came when I first
entered this room) was open. The door east was only a partial door, so I had
my flyer fly over it and the rest of the team "jumped" to me. Your mileage may

Keep going east; the next large room you come to has two mini-boss level
robots. After the fight, pick up a Body Upgrade from beside the exit ramp.
Leave the room to the north and fight your way through another room and then
along a catwalk. When you leave the catwalk you will be in the final arena for
the Bishop fight. There are two rooms where you fight Bishop; this first room
has a Boost and a Dossier hidden in the shelving; so, pick those up before
working on Bishop.

Bishop absorbs energy, which not only doesn't harm him, it actually heals him;
so, try to avoid using energy attacks (Gambit, Storm, etc.) on him. Attack
Bishop with physical, mental, cold or fire damage (Juggernaut, Jean Grey,
Iceman, Human Torch, etc.). When Bishop gets down to about 80% health, he runs
over to a power terminal and plugs himself in. This is where the battle really
gets hard.

If you really want to hurt Bishop, you have to blow up the power terminal
while he's plugged in. There are three power terminals in the arena and each
has two energy nodes on it. When Bishop is drawing power from the terminal,
the energy nodes glow yellow. Hit each node to turn it red at which point the
terminal feeds back and hurts Bishop-pretty badly as it turns out.

After the first time you hurt Bishop this way, he tries a new trick. He runs
to a terminal; but, instead of drawing from that terminal directly, he's
drawing from the other two. You have to run and hit all four nodes on the
other two terminals while Bishop is still plugged in. Now, this doesn't hurt
Bishop that much; but, he will wait longer before he tries this trick again,
letting himself get down to about 50% health. Just remember the faster you hit
the energy nodes the less health Bishop will regain and the more you can take
off before he does this again.

Finally, when Bishop gets near zero health, he'll do his recharge trick by
placing himself in the center of all three terminals. This time you need to
hit all six energy nodes on all three terminals; then, Bishop overloads and
shorts himself out. Of course, all this time, you also have to deal with
Bishop's range of strong electrical attacks, including shockwaves, a charged
rush and a huge blast. The only thing you can really do is keep moving and try
hitting with non-energy ranged attacks.


[] Dossier: Bishop-near mission briefing console
[] Concept Art: Base Defense-north side of base
[] Sim Disc: Adrenaline Rush-next to sim console
[] Audio Log: Speedball News Report 1-near trivia console

HQ Conversations:
[] Captain America with Firestar
[] Captain America with Prodigy
[] Captain America with Iron Fist
[] Luke Cage with Iron Fist
[] Luke Cage with Captain America ROOFTOPS

[] Destroy Anti-Aircraft Guns
[] Defeat Songbird

[] Dossier: Ryker's Island-inside HVAC unit near first cannon
[] Gamma Regulator-inside water tower near first cannon
[] Power Pip-inside water tower near first cannon
[] Body Upgrade-behind water tower near the fourth cannon
[] Boost: Frosty II-inside water tower on roof after your cross makeshift
[] Boost: Draining II-defeat Songbird
[] Boost: Critical Pain III-defeat Songbird (Legendary)
[] Audio Log: Anti-Reg Radio Spot-beside water tower next to last cannon

The first gun you need to destroy is right in front of you. Take it and its
guards out. Destroy the water towers and HVAC units over to one side, you'll
find a Dossier, Gamma Regulator and Power Pip inside. Go up the stairs to the
west to reach the second cannon and destroy it.

Now head west down an "alley" into the face of a mini-boss robot and rocket
troopers. A Guided Fusion may be just what the doctor ordered for this
situation. The third cannon is at the end of the alley. Go down the stairs and
take out cannon number four. On this roof level, go back in the corner behind
a water tower to find a Body Upgrade.

Down one more level and you have a whole mess of robots and soldiers AND a
chopper. Get close enough to the chopper that is stops using rockets and
starts throwing grenades. You can pick these up and throw them back to make it
go away. You can then concentrate on the mobs and destroying the fifth cannon.

One of your helicopters comes in and makes a bridge for you. Cross and take
out the rocket troopers firing at you; then, clear out all the robots that run
onto the roof. You can pick up a Boost in the water tower in the front corner
of this roof. When soldiers blow through the fence above you, move up a level
for a boss fight.

Your opponent for today is Songbird, herself a reformed criminal now treating
you like one. Serves her right if you unload some Targeted Fusion on her. Her
sonic attacks are strong; but, easy to avoid since they have a narrow arc.
After she's down, another makeshift bridge appears to take you to the final
cannon. Cross, pick up an Audio Log beside the water tower; then, take out the
cannon and watch the cutscenes. TRUCKIN'

[] Destroy Anti-Aircraft Guns
[] Disable Transports
[] Defeat Lady Deathstrike
[] Counterattack!

[] M'Kraan Fragment-behind the yellow girder to your right as you start
[] Teamwork Upgrade-beside red van on the south side of street
[] Boost: Jackpot I-underneath red van on south side of street
[] Dossier: S.H.I.E.L.D. Capekillers-beside post boxes opposite the red van on
   the south side of the street
[] Boost: Precision II-defeat Lady Deathstrike
[] Boost: Deep Cold II-defeat Lady Deathstrike (Legendary)

Before haring off, look behind the twisted yellow girder to your right for a
M'Kraan Fragment. Head down the tracks, mowing through resistance and three
ack-ack guns all at the same time. As soon as the last cannon is destroyed,
you see a short cutscene and then you're at street level in the middle of a

You are tasked with disabling transports. There are several trucks parked
around the street; the three you want are all on the eastern side of the map.
Refer to your map to see exactly which trucks you need to hit. Before hitting
the transports, run or fly to the south end of the street and find a Teamwork
Upgrade and a Dossier on either side of the street and a Boost after you throw
the red van out of the way. Fight your way through throngs and hit each truck
enough times to wreck it.

Wrecking their precious trucks has made S.H.I.E.L.D. mad and they unleash Lady
Deathstrike on you. Lady D uses mostly melee attacks; but, they are powerful.
Stay out of range and shoot her until you have a Fusion Star and can unload on
her. You only have to get her to about 50% health before Thing shows up and
interrupts your little beatdown.

Thing joins you as you fight off a swarm of troopers, robots and mini-boss
robots. Then, Lady D picks herself up and tries to dust you off. Repeat
previous beatdown. This time, there will be no interruption. Oh, there is one
little complication. Miss Deathstrike will be joined by mini-boss robots. Just
to spice things up a little. Since the robots have ranged attacks, deal with
them when they appear and just avoid Lady D. JACKED UP

[] Stay with Iron Man
[] Defeat Yellowjacket

[] Dossier: Lady Deathstrike-right behind your starting point
[] Asgardian Rune-to your right after you climb into the broken building
[] Boost: Experienced II-to your left after you climb into the broken building
[] Focus Upgrade-while fighting Yellowjacket, inside the building you run
   through midway through the battle
[] Boost: Precise Daze-defeat Yellowjacket
[] Boost: Deflection III---defeat Yellowjacket (Legendary)

Follow the path over the rooftops, fighting your way through a few regular
mobs. You will shortly climb up some rubble into a broken building. Head left
and look for an Asgardian Rune on your right and a Boost on your left. As you
exit the building, you have a little chat with Iron Man and then begin your
big boss battle for this chapter.

Fighting Yellowjacket is at once both very simple and very hard. He as one
primary attack and that is to slam his fists into the building. He has three
fist slams:

1)     Slams either his right or left hand straight down
2)     Slams either his right or left hand across his body and into the wall
3)     Slams both hands down together

All the attacks are heavily telegraphed and can easily be avoided. As soon as
a fist (or two) slams down, it will stay down for about three seconds. In that
time you have to hit it with something. Rapid-fire shots or quick-firing blast
powers are your best bet. Don't try to run over and punch his arm, it will
take too long. As soon as you do enough damage, Yellowjacket will take a
breather and put one fist down on the ground. Hit that fist with a Targeted

Yellowjacket will get mad and break down some walls. Run through the opening
on the left and grab a Focus Upgrade. Keep going until you are joined by
Firestar and then it's another fight with Yellowjacket. Yellowjacket's attacks
are the same with one variation where he slams just his fist down on the edge
closest to him. You will occasionally be swarmed by robots. The swarms will
help you build up Fusion Stars for the finishing blows on Yellowjacket.

Take out the robots and hit Yellowjacket's arms while they are down. When he
stops to take a breather, he will put his arms up and his body will be open.
Target his abdomen with a Fusion. Repeat the process of hitting his arms. The
next time he stops, he actually puts his head down on the ground.

Don't miss it.


[] Concept Art: Convoy Strike-south side of base in dorm area
[] Sim Disc: Pinned-south side of base in dorm area
[] Audio Log: Speedball's New Costume-south side of base in dorm area
[] Sim Disc: Heavy Metal-next to sim console
[] Dossier: Yellowjacket-next to sim console

HQ Conversations:
[] Any X-Man with Cable CLOAKED

[] Rendezvous with Colossus
[] Defeat Bullseye
[] Create Smoke Screen
[] Rescue Cloak and Dagger

[] Boost: Shock Smash II-defeat Bullseye
[] Boost: Conductive III-defeat Bullseye (Legendary)
[] Strike Upgrade-after the Bullseye battle, on the next platform, inside a
   pipe in the southeast corner
[] Asgardian Rune-after Bullseye battle, on next platform, jump over tank on
   south side and break open the chemical container
[] Boost: Energized I-defeat Wonder Man
[] Boost: Ionic Attack IV-defeat Wonder Man (Legendary)
[] Audio Log: Goliath and Cap-inside a pipe on Wonder Man battle platform
[] Dossier: Dagger-inside a pipe next to the second smoke screen
[] Dossier: Geffen-Meyer Chemical Plant-inside a pipe next to the second smoke
[] Boost: Laceration II-under catwalk behind fourth smoke screen
[] Boost: Resist Energy I-defeat She-Hulk
[] Boost: Attributes III-defeat She-Hulk (Legendary)
[] Boost: Fire Strike III-defeat Molten Man
[] Boost: Fire Strike IV-defeat Molten Man (Legendary)

Head down the catwalk to a large platform and take out the robots. Continue
east; but, watch out as you turn the corner. Robots are throwing exploding
barrels down the ramp at you and soldiers are throwing grenades. Use a wide-
arc blasting power to blow things up before they get too close and charge up
to a circular platform with a revolving center. (For an ironic kick, have
Susan Storm on your team.)

Defeat all the mobs on this platform, many of which are shielded troopers.
Leave this platform and wind your way up a circular walkway to another round
platform where you will join Colossus in a fight against Bullseye (and

Bullseye has seriously strong ranged attacks. Try to stay to his side or
behind him or use stunning attacks to keep him off balance. Bullseye is kind
of a wimp, though, and can't take much in the way of physical abuse. Targeted
Fusions work very, very well on him.

To get off this platform, you have to freeze a chemical spout. Iceman can do
this; or, hit one of the "vending machines" next to the catwalk and take the
dispensed barrel of liquid coolant and throw it at the spout. You may have to
throw several barrels before it will freeze.

On the next platform, take out the mobs and then break open the pipe to your
left as you enter the platform (southeast corner) for a Strike Upgrade. Jump
over the tank on the south side of the platform and break open the chemical
tower for an Asgardian Rune. Then smash the pipe on the north side of the
platform to create a smoke screen. Exit through the smoke screen. At the top
of the ramp, stand in front of each of the three valves and rapidly tap the
Interact button to release the valves and blow open the door.

Run through the door and have yourself a merry little boss fight with Wonder
Man. WM is the Timex superhero-he takes a licking and keeps on ticking. You'll
have to hit him a few times with Targeted Fusions to finish him off. In the
meantime, keep moving to avoid his ranged attacks and see if you can keep him
tied up with a tank.

Wonder Man is no sooner down than an elevator descends and releases a couple
soldiers. Take out the soldiers; then, collect your boosts for defeating
Wonder Man and break open the pipes on the platform to find an Audio Log. Take
the elevator up. At the top of the lift you've got a nasty fight on your hands
against a half-dozen or so mini-boss level foes. Dodge flame jets to get to
the next platform and take out a couple of big robots and then break another
pipe to make another smoke screen. On either side of this smoke screen is a
Dossier hidden in a chemical container.

Go through the smoke and follow the catwalks down. As you approach a circular
platform, slow down and wait. There's a bit of machinery running around this
platform and you have to dodge it to get out there. Get into the middle of the
platform and fight off the robots. Head north and create two more smoke
screens on the next platform. Behind one of them is a Boost under the catwalk;
just stand on top of it and you can collect it. Go north and take the elevator
up one level.

Molten Man and She-Hulk have Cloak and Dagger cornered. Cloak's out of it;
but, Dagger will join in and help fight these two. As the ranged fighter,
Molten Man is the more dangerous. You can stay out of She-Hulk's way; so, do
that while concentrating on MM. When he goes down, you can turn your attention
to the green lady. To end the mission, leave by the elevator. FACEOFF

[] Support Captain America
[] Defeat War Machine
[] Rescue Captain America
[] Defeat Iron Man
[] Defeat Mr. Fantastic

[] Dossier: Molten Man-southeast corner of map behind a pipe
[] Boost: Mighty II-defeat War Machine
[] Boost: Cape Killer I-defeat War Machine (Legendary)
[] Dossier: Bullseye-after War Machine, go down elevator and at bottom of
   first ramp break open pipe
[] Boost: Reserves III-defeat Mr. Fantastic
[] Boost: Fusion Combo III-defeat Mr. Fantastic (Legendary)
[] Boost: Energized II-defeat Iron Man
[] Boost: Hands On II-defeat Iron Man (Legendary)

Fight your way east and turn north at the intersection. There's a chemical
spout here; but, all the nearby barrels of coolant were probably destroyed in
the fighting and the nearest "vending machine" is quite a ways away. Just add
Iceman to your team and let him freeze it. Before passing the chemical spray,
go east and break the pipe at the eastern-most tip of the south side of the
map. There's a Dossier behind the pipe.

Walk out over the pipes and drop down to where Cap and Iron Man are duking it
out. First up, War Machine. He mainly charges back-and-forth across the stage,
turning to shoot a few pulsar bolts each time. Hit him with two or three good
Fusions and he'll be toast. Just watch out for his missile bombardment. When
you see him shoot a rocket in the air, start watching the ground for the red
signal that there's incoming and run away.

Cap and Iron Man are still going at it. As you leave the cutscene, you'll be
on an elevator. Go down the ramp and blow up a few robots on the platform.
Break open a pipe on the east side of the platform for a Dossier. Go west
along the catwalk until you reach the arena where Cap and Iron Man are
fighting. You only need to land one good Fusion on Iron Man. Get him down to
about 66% health and he leaves and Mr. Fantastic leaps in to do battle.

Reed Richards has some range to his attacks; but, they're all physical and
most are easily avoided just by keeping your distance. He is strong, though,
and trying to go toe-to-toe with him is a mistake. Fortunately, he wimps out
at 50% health and takes off, so if you can land one Fusion and hit him a few
more times, you'll wrap up this fight in no time.

Now it's back outside and more fighting with Iron Man and Mr. Fantastic. The
most difficult part is when Iron Man flies around the arena, shooting criss-
crossing pulsar beams. They come so fast they almost form a grid over the area
and it's hard to avoid them. Furthermore, while he's doing this, you can't hit
him. Make sure you don't miss your opportunities to hit him with a Fusion
whenever he lands.

Furthermore, Mr. Fantastic joins in on Iron Man's side, so you've got his
fists to worry about as well. Overall, you're best off taking out Reed first
and just dodging anything Tony throws your way. Once Mr. Fantastic is down,
concentrate on Stark. When he reaches 25% health, he crashes the whole arena
into the room below. On the plus side, he won't be flying around any longer.
Finish him off with a Fusion. OFF THE LEASH

From here to the end, the game plays the same so you can switch back to using
the Pro-Registration walkthrough. There are only minor differences in
conversations; but, nothing game-changing. Note that, even though there are no
significant differences in the game from this point, you still have to keep
playing to the end to earn the "I'm With Captain America" trophy/achievement.

                               4      CHARACTERS


Characters are defined by three sets of statistics:

*      Powers: active attacks or defensives that must be activated and cost
       Stamina to use

*      Abilites: passive boosts that affect your character or the entire
       team; once purchased, abilities are always in use

*      Attributes: statistics that define your character

4.1.1  POWERS

Every character has four Powers. Each Power is activated by pressing the
Powers button (R2 for PS3 or RT for 360) and a corresponding face button. A
hero's first Power is mapped to the X/A button; the second is mapped to the
Circle/B button; the third is mapped to the Square/X button; and, the fourth
is mapped to the Triangle/Y button. Every Power has 15 ranks; as a Power
increases in rank, some enhancements are earned.

To increase a Power's rank, you must spend Power points. A hero earns 1 Power
point each time her or she increases in level. There are also some bonus Power
Pips on various maps that grant an additional Power point to the hero who
collects it. All heroes begin with one rank in the first and second Power. The
third Power is locked until 5th level. The fourth Power is locked until 10th
level. Additional ranks in each Power are locked until the hero reaches a
specific level. Since maximum level in Marvel Ultimate Alliance 2 is 60, each
hero can earn enough points to increase all four Powers to max (15th) rank.

Each hero defaults to having Autospend ON. Autospend allows the game's AI to
assign Power points and Ability points to purchasing ranks every time they are
available. The basic design of the AI is to keep every available Power and
Ability balanced. If you wish to assign points yourself, you can turn
Autospend OFF; however, it will be turned back ON if you ever remove the hero
from your team. To re-assign points already spent by Autospend, press the
Square/X button on the Powers/Abilities screen to remove points from one Power
or Ability and then add them to another.


Every hero has six Abilities. Abilities are always active once you buy ranks.
Abilities have 15 ranks and each rank costs an escalating number of Ability
points. Ability points are earned from completing missions, defeating foes and
breaking open containers. Ranks in Abilities can be purchased at any time once
the Ability is unlocked and you can continue to purchase Ability ranks even
after reaching the maximum of 60th level.

Ability ranks all cost the same:

*      Rank 1 - 500 points
*      Rank 2 - 500 points
*      Rank 3 - 1,200 points
*      Rank 4 - 2,350 points
*      Rank 5 - 4,000 points
*      Rank 6 - 6,200 points
*      Rank 7 - 9,700 points
*      Rank 8 - 16,700 points
*      Rank 9 - 29,200 points
*      Rank 10 - 49,250 points
*      Rank 11 - 74,300 points
*      Rank 12 - 104,350 points
*      Rank 13 - 139,400 points
*      Rank 14 - 179,450 points
*      Rank 15 - 224,500 points

Of a hero's six Abilities, two are general and available for purchase
immediately; and, the other four are linked to the player's choice of Pro-
Registration or Anti-Registration. Iron Man, Mr. Fantastic and Songbird all
have four Abilities linked to choosing Pro-Reg. Captain America, Luke Cage and
Iron Fist all have four Abilities linked to choosing Anti-Reg. All other
heroes have two Abilities linked to Pro-Reg and two linked to Anti-Reg. If you
complete a regular game and a Legendary+ game and make a different choice for
each one, you will unlock and be able to upgrade all six Abilities for every

Each hero defaults to having Autospend ON. Autospend allows the game's AI to
assign Power points and Ability points to purchasing ranks every time they are
available. The basic design of the AI is to keep every available Power and
Ability balanced. If you wish to assign points yourself, you can turn
Autospend OFF; however, it will be turned back ON if you ever remove the hero
from your team. To re-assign points already spent by Autospend, press the
Square/X button on the Powers/Abilities screen to remove points from one Power
or Ability and then add them to another.


*      Strike: affects damage of melee attacks

*      Teamwork: affects Fusion damage and how much health you'll have after
       being revived

*      Body: affects max Health

*      Focus: affects max Stamina and Stamina regeneration

*      Level: each time you gain a level, you receive one point to spend on
       Powers and additional points in Strike, Teamwork, Body and Focus

*      Experience (or XP): amount of experience your character has
       accumulated, accumulate enough XP and you will level up

*      Hit Points: how much damage the character can take before "fainting"

*      Stamina: using Powers requires Stamina, Stamina regenerates with time
       as long as you are on the ground (i.e. not flying)

Every hero receives additional points in Strike, Teamwork, Body, and Focus at
each level up. However, you have no control over the point distribution to
these Attributes. Experience is earned for completing missions and defeating
foes. At pre-determined XP totals, your character will increase in level and
receive a Power point and additional points in your four main Attributes.

Hit Points (or HP) increase as your Body Attribute increases. Stamina
increases as your Focus increases. You can increase Attributes by collecting
Upgrade tokens on various maps. There are also numerous Boosts that increase
Attributes for your entire team as long as the Boost is equipped.

The maximum base score for any of the core Attributes (Strike, Teamwork, Body
and Focus) is 50. All heroes will reach that max in all four Attributes by the
maximum level of 60, which usually happens about 75% of the way through a
Legendary game. Equipped Boosts, hero Abilities and collected Upgrade Tokens
can push any Attribute well beyond 50 points. In the hero descriptions below
you will see the base Attributes score for each hero as level 2 (the earliest
you will be able to use most heroes) and level 30 or 31 (the typical level at
which you begin a Legendary game or Legendary+ game). This will give you an
idea of how the hero's Attributes progress during the game.


Every character has three Heroic Deeds he or she can complete. Two of these
"mini-missions" earn Boosts; one earns an additional costume. (With the
exception of one character who does not have an alternate costume.) All three
Heroic Deeds earn Dossiers and Concept Art. In order to complete the Deeds you
must be controlling the character; OR, the character must be joined with you
in a Fusion. For example, if you are playing Jean Grey and initiate a Fusion
with Iceman, any kills made by the Fusion count for both Iceman and Jean Grey.

Some deeds can only be completed after choosing Pro-Reg or Anti-Reg. If you
play a Legendary+ game, you can continue working on Heroic Deeds of characters
from your previous game; and, you will unlock Heroic Deeds of other characters
if you make a different Choice.

For example, in your first game you choose Anti-Reg; but, by the end of the
game, you still have not controlled Captain America for 50 kills. You can
still get those kills at any time in your Legendary+ game. Further, after
choosing Pro-Reg in your Legendary+ game, you can get Iron Man's 50 kills as

You can complete Heroic Deeds using simulator missions or replaying old maps.
This is sometimes the easiest way to complete the Deed. For example, you can
get the "Lead team for a whole map" Deed just by replaying an HQ map and
immediately going to the "Next Mission" console to end the replay.

To check the status of your Heroic Deeds for any character, open the game menu
(START), scroll over to STATS and select it. Scroll right once to HEROES and
scroll down to the hero you want to view. Unfinished Deeds begin with "Defeat"
or "Lead". Finished Deeds begin with "Beat" or "Led."


As you play you begin to notice how similar the characters are to each other.
Many characters have some type of "gun" for their first Power and a radial
blast for their second Power. All the tanks have some type of charge and a
ground-pounding Power. And, when you start looking through the Abilities, you
see lots of repetition with most characters having one Attribute-boosting
Ability and a couple of damage-boosting Abilities. It appears the developer
was going for "balance" by simply making all the characters little clones of
each other. Thor's Lightning Rod = Songbird's Shatter Scream = Torch's
Flamethrower. Still, there are characters that are obviously more powerful
than others. Or, you could say there are characters that are obviously weaker
than the others.

A lot of your like or dislike of a character is going to be tied into how you
play the game. Do you like to spam Powers? Do you prefer using melee attacks?
What's your favorite team? Are you more defensive-using block a lot and
staying back so mobs come to you-or more offensive-running into the middle of
mobs and letting loose? Do you take your time so you don't trigger lots of
mobs at once, or rush through, triggering all the enemies in a room? Early in
the game is a good time to experiment with heroes and get a feel for their
powers and how they work with your playing style.

Rating characters, then, becomes a highly subjective and contentious exercise.
The ratings for characters given below reflect my personal biases and many
players will have their own favorites. The ratings are on a scale of one to
five with one (1) being the worst and five (5) being the best. A character
with a rating of 1 or 2 is going to actually make the game more challenging as
he or she will die and lot and not do a lot of damage in return. Characters
with a rating of 4 or 5 are going to make the game a little easier and a
little more fun as they can cut through mobs more quickly. Also, some
characters are a lot more effective against bosses than others and this will
be noted in the commentary for each character.


You begin the game with four characters: Iron Man, Captain America, Spider Man
and Wolverine. After defeating your second set of mini-bosses (Scorcher and
Wizard), you have the opportunity to change your team. Only a few characters
will be available to you at this first team-change situation. From that point
on, you can change your team at any point in time.

There are a couple of rules for changing team members. You cannot change out a
fallen teammate. Any new teammate brought on board will have the same amount
of health as the teammate being replaced. This prevents you from using the
change team ability as a cheap health restorative.

All characters have four active powers, six passive abilities and eight
attributes. For most characters, only four of the passive abilities are
available, two will be locked out based on your choice of Pro or Anti-
Registration. Powers are listed in control order (PS3/360):
X/A.Circle/B.Square/X.Triangle/Y. Since you don't have control over character
attributes and you get most characters after they have leveled up a bit, all
attributes are listed in the order in which the game assigns points; e.g.,
Strike, Body, Focus, Teamwork would indicate a character oriented toward

Flying characters are noted as "Yes, continuous" for characters that remain
flying until grounded by an attack or by the player or as "Yes, press-and-
hold" for characters that remain in the air only so long as you hold the Jump


Wikipedia entry: http://en.wikipedia.org/wiki/Captain_America

Available: Beginning of the game; Captain America is not available in Act II
or the first chapter in Act III unless you choose the Anti-Registration side.

PapaGamer's rating: 2

Level 3-Strike 10, Teamwork 3, Body 11, Focus 6
Level 31-Strike 41, Teamwork 31, Body 44, Focus 29


Shield Throw

Shield Swipe

Captain's Dash (Requires level 5)

Heroic Defense (Requires level 10)


Field Commander

Shield Mastery

Precise Aim (Requires Anti-Reg)

Conditioning (Requires Anti-Reg)

Tough as Nails (Requires Anti-Reg)

Duralumin Armor (Requires Anti-Reg)

Heroic Deeds
*      Defeat 3 foes with a single non-Fusion attack (Boost)
*      Defeat 50 foes after choosing Anti-Reg (Costume)
*      Lead Secret Avengers for an entire map (Boost)

Flying? No


For such a popular character in the comics-and the leader of the anti-
registration movement-Cap sure did get short-changed by the game developers.
He's at best an average tank; and, his Powers are weak. Shield Throw, which
should be his signature move, is nowhere near powerful enough and difficult to
control when in the air; so, you end up missing as often as hitting. His
primary benefit is his Heroic Defense buffing power, which can affect the
entire group. Not a bad choice for an AI companion; but, not a very playable


Wikipedia entry: http://en.wikipedia.org/wiki/Daredevil_(Marvel_Comics)

Available: At the beginning of Latveria: Castle Doom.

PapaGamer's rating: 1

Level 2-Strike 9, Teamwork 2, Body 9, Focus 6
Level 30-Strike 40, Teamwork 30, Body 43, Focus 28


Baton Whip

Radial Lash

Fearless Dive (Requires level 5)

Binding Bola (Requires level 10)


Precise Strikes

Radar Sense

Weapon Mastery (Requires Pro-Reg)

Conditioning (Requires Pro-Reg)

Martial Artist (Requires Anti-Reg)

Street Justice (Requires Anti-Reg)

Heroic Deeds
*      Defeat Bullseye and Molten Man (Boost)
*      Defeat 50 foes after choosing Pro or Anti (Costume, Dossier, Concept
*      Defeat 3 foes with a single non-Fusion attack (Boost: Quick Learner)

Flying? No


Daredevil has one plus-his Radial Lash trips shielded enemies. This makes him
very useful when facing shields; otherwise, well, he's not that great. His
attacks are weak and, while he's built like a tank, he isn't.


Wikipedia entry: http://en.wikipedia.org/wiki/Deadpool

Available: After beating the DC: Underground Politics mission.

PapaGamer's rating: 3

Level 2-Strike 11, Teamwork 4, Body 11, Focus 8
Level 30-Strike 40, Teamwork 30, Body 43, Focus 28


Bullet Barrage!
A punishing hail of bullets. (Press and hold) to extend.
Min dmg: 17-19 Wounding (2 hits)
Max dmg: 67-74 Wounding (2 hits)
Cost: 9 Stamina
  Pierces foes, striking those behind them (rank 4)
  Bullets explode on contact (rank 7)

Bouncy Slash!
Leaps forward for deadly double strike.
Min dmg: 21-22 Wounding (2 hits)
Max dmg: 168-186 Wounding (2 hits)
Cost: 18 Stamina
  Wounds enemies, damaging them over time (rank 4)
  Increased chance of critical hits (rank 7)
  Overcomes foes' wounding resistance (rank 10)

Tele-Splode! (Requires level 5)
Quickly teleports, leaving dirty grenades in his wake.
Min dmg: 21-22 Energy
Max dmg: 168-186 Energy
Cost: 18 Stamina
  Slows foes with radioactive poisoning (rank 4)
  Increased area of effect (rank 7)
  Overcomes foes' energy resistance (rank 10)

Safety Dash! (Requires level 10)
Runs forward, slashing wildly with his swords.
Min dmg:
Max dmg: 168-186 Wounding
Cost: 27 Stamina
  Increased area of effect (rank 7)


Healing Factor
Speeds up hit point regeneration.
Rank 1: 5 extra hit points every 4.5 seconds
Rank 15: 19 extra hit points every 4.5 seconds

Best One Ever!
All around bonus. It's the best one ever.
Rank 1: 1 Attribute bonus
Rank 15: 30 Attribute bonus

Ultimate Power! (Requires Pro-Reg)
Raises damage for all power attacks.
Rank 1: 2% extra power damage
Rank 15: 30% extra power damage

Just Won't Quit! (Requires Pro-Reg)
Allows more frequent use of powers.
Rank 1: 1 extra Focus
Rank 15: 15 extra Focus

Punchy Punchy! (Requires Anti-Reg)
Rasies melee attacks damage.
Rank 1: 1 extra melee damage
Rank 15: 15 extra melee damage

Hard to Hit! (Requires Anti-Reg)
Raises chance to evade incoming attacks.
Rank 1: 1% chance to evade
Rank 15: 15% chance to evade

Heroic Deeds
*      Defeat 3 foes with a single non-Fusion attack (Boost)
*      Defeat 50 foes after choosing Pro-Reg (Costume)
*      Defeat your best buddy, Cable (Boost: Living Weapon)

Flying? No; but, Deadpool can teleport short distances when you "double-jump."


Deadpool is very popular; but, that may be more for his mouth than his actual
usefulness. The biggest plusses to using Deadpool are his ability to teleport
out of crowds and his healing factor-both of these allow you to extricate
yourself from sticky situations and refresh yourself before rejoining the
fray. Beyond that, though, his Powers are pretty average and he doesn't really
offer anything as a melee-focused character until you're able to buy the final
rank of "Best One Ever!" and get that +30 to all his Attributes. At that
point, Deadpool rises from a "3" to at least a "4."

4.2.4  GAMBIT

Wikipedia entry: http://en.wikipedia.org/wiki/Gambit_(comics)

Available: At the beginning of Latveria: Castle Doom.

PapaGamer's rating: 3

Level 2-Strike 12, Teamwork 3, Body 9, Focus 7
Level 30-Strike 34, Teamwork 39, Body 34, Focus 49


Card Barrage

Radial Staff

Explosive Hand (Requires level 5)

52 Card Pickup (Requires level 10)


Charged Staff

Object Charging

Energy Mastery


Cajun Luck

Precise Aim

Heroic Deeds
*      Defeat 5 foes with a single non-Fusion attack (Boost)
*      Defeat 50 foes after choosing Pro or Anti (Costume)
*      Perform 5 high scoring Fusions with Storm (Boost: Kinetic Melee)

Flying? No


Since Gambit is unlocked early in the game, he may quickly become a favorite.
His Powers are very similar to Jean Grey's; and, before you unlock Jean, he's
probably a must for any team. However, once you do unlock Jean, Gambit is less
useful. His ability to charge thrown objects for extra damage isn't great
unless your playstyle allows you the luxury of grabbing objects and throwing
them. For the most part, miscellaneous objects on the battlefield get blown up
within the first ten seconds and there's nothing left to throw. Radial Staff
is a good mob-clearing power to build up and Explosive Hand is by far his most
useful Power. He's very good as a Fusion partner with his high Teamwork score
and nice variety of Fusion types.


Wikipedia entry: http://en.wikipedia.org/wiki/Green_Goblin

Available: After you defeat him in Black Panther's palace in Act III.

PapaGamer's rating: 4

Level 2-Strike 6, Teamwork 3, Body 7, Focus 15
Level 30-Strike 28, Teamwork 39, Body 33, Focus 50


Pumpkin Bombs
A volley of explosives, (Rapid tap) to extend
Base Dmg (2 hits): 21-22 Impact
Max Dmg (2 hits):
Cost: 18 Stamina
  4 bombs (rank 4)
  6 bombs (rank 7)
  Overcomes impact resistance (Rank 10)

Gas Attack

Homing Swarm (Requires level 5)

Napalm Strike (Requires level 10)


Glider Upgrade

Sadistic Glee

Manic Madman (Requires Pro-Reg)

Gadget Mastery (Requires Pro-Reg)

Goblin Formula (Requires Anti-Reg)

Hard to Kill (Requires Anti-Reg)

Heroic Deeds
*      Defeat 5 foes with a single non-Fusion attack (Boost)
*      Lead the Thunderbolts for an entire map (Boost)
*      Defeat 50 foes (Costume)

Flying? Yes, continuous


Gobby on his glider positively owns groups of regular mobs and lesser bosses.
When flying on his glider (double Jump-you do not have to hold down the Jump
key), you can fire a machine gun (X/A) or a rocket (Circle/B). The machine gun
mows through riff-raff like a hot knife through butter.
Don't get TOO excited. Using the glider's weapons costs Stamina and while
flying, Gobby can't regain Stamina; so, either you have to load up on Stamina-
enhancing Boosts or ground the Goblin once in a while. And, on foot, Green
Goblin sucks. He sucks bad.
Still, once you have, say Reserves IV and Draining III, Goblin can fire his
machine gun constantly for a long, long time. As long as you can keep him on
it (i.e. avoid getting shot), you can slice-and-dice mobs very easily-even at
Legendary Difficulty. On foot, Pumpkin Bombs and Napalm Strike will be your
primary weapons; so, build them up.

4.2.6  HULK

Wikipedia entry: http://en.wikipedia.org/wiki/Hulk_(comics)

Available: Find five (5) Gamma Regulators scattered on various maps.

PapaGamer's rating: 4

Level 2-Strike 10, Teamwork 2, Body 19, Focus 6
Level 30-Strike 46, Teamwork 24, Body 49, Focus 28


Raging Smash

Thunder Clap

Dashing Tackle (Requires level 5)

Gamma Roar (Requires level 10)


Unbridled Might

Monstrous Form

Rage Unleashed (Requires Pro-Reg)

Survival Instinct (Requires Pro-Reg)

Furious Fists (Requires Anti-Reg)

Impervious body (Requires Anti-Reg)

Heroic Deeds
*      Defeat 3 foes with a single non-Fusion attack (Boost)
*      Defeat 50 foes (Costume)
*      Defeat Moonstone and A-Bomb (Boost)

Flying? No


Hulk is one of the better tanks in the game. He has the requisite charge,
ground pound and area-of-effect Powers; what really sets him apart is his
debuff, Gamma Rorar. By first reducing mobs' resistance, Hulk's Powers are
that much more effective. You can also clear a room quickly by just pounding
the ground with Raging Smash, keeping foes off their feet (not to mention off
your back) as well as damaging them. Build up Raging Smash and Gamma Roar
first and boost his Focus so you can spam his Powers. Dashing Tackle is a
decent boss-killer, so keep that one leveled up as well.


Wikipedia entry: http://en.wikipedia.org/wiki/Human_Torch

Available: At the beginning of Latveria: Castle Doom.

PapaGamer's rating: 5

Level 2-Strike 6, Teamwork 3, Body 7, Focus 21
Level 30-Strike 30, Teamwork 39, Body 33, Focus 50


Fireball Barrage

Radial Blaze

Fire Pillar (Requires level 5)

Flame Thrower (Requires level 10)


Fists of Fire


Flame Mastery (Requires Pro-Reg)

Plasma Field (Requires Pro-Reg)

First Family (Requires Anti-Reg)

Hand-to-Hand (Requires Anti-Reg)

Heroic Deeds
*      Defeat 50 foes after choosing Anti-Reg (Costume)
*      Perform 5 high scoring Fusions with Thing (Boost: Hot Head)
*      Defeat 3 foes with one non-Fusion attack (Boost)

Flying? Yes, continuous


Fire Pillar and Flame Thrower are two of the more destructive Powers in the
game. Pillar is good at keeping mobs off your back while Flame Thrower is a
boss-killer (unless the boss is resistant to fire, then you're out of luck). A
high Teamwork score makes him good as a Fusion partner and his first and
second Powers are better than some others-Fireball Barrage seems to hit more
often than other "bullet" Powers.

4.2.8  ICEMAN

Wikipedia entry: http://en.wikipedia.org/wiki/Iceman_(comics)

Available: At the beginning of Latveria: Castle Doom.

PapaGamer's rating: 4

Level 2-Strike 6, Teamwork 3, Body 7, Focus 18
Level 31-Strike 29, Teamwork 40, Body 33, Focus 50


Frost Barrage

Ice Pillar

Freeze Beam (Requires level 5)

Spiked Punch (Requires level 10)


Precise Aim


Ice Mastery (Requires Pro-Reg)

Ice Armor (Requires Pro-Reg)

Uncanny X-Man (Requires Anti-Reg)

Fists of Frost (Requires Anti-Reg)

Heroic Deeds
*      Defeat 50 frozen foes (Boost)
*      Defeat 50 foes after choosing Pro or Anti (Costume)
*      Perform 5 high scoring Fusions with Spider-Man (Boost)

Flying? Yes, press-and-hold


What keeps Iceman from the ranks of the truly great in this game is the lack
of a true boss-killer Power and the need to keep the Jump button pressed just
to "fly." Ice Pillar and Freeze Beam are his two best Powers; so, keep those
leveled up and boost his Focus so he can spam Powers.


Wikipedia entry: http://en.wikipedia.org/wiki/Invisible_Woman

Available: At the beginning of Latveria: Castle Doom.

PapaGamer's rating: 4

Level 2-Strike 3, Teamwork 6, Body 7, Focus 21
Level 31-Strike 26, Teamwork 43, Body 33, Focus 50


Kinetic Sphere

Binding Field

Crushing Force (Requires level 5)

Invisible Mine (Requires level 10)



First Family

Force Mastery (Requires Pro-Reg)

Combat Rush (Requires Pro-Reg)

Crushing Strikes (Requires Anti-Reg)

Precise Aim (Requires Anti-Reg)

Heroic Deeds
*      Defeat 5 foes with a single non-Fusion attack (Boost)
*      Defeat 50 foes after choosing Anti-Reg (Costume)
*      Perform 5 high scoring Fusions with Mr. Fantastic (Boost: Fantastic

Flying? Yes, continuous


Think of Sue Storm as Jean Grey light. While their Powers are not mirror-
images, they have the same basic usefulness-clearing a room and adding huge
damage to Fusions with a high Teamwork score. Pairing Sue and Jean on the
Femmes Fatales team is almost unfair to the mobs you face. Of her Powers,
Crushing Force and Invisible Mine are the ones to keep leveled up the highest
and boost her Teamwork and Focus.

4.2.10 IRON FIST

Wikipedia entry: http://en.wikipedia.org/wiki/Iron_Fist_(comics)

Available: After choosing Anti-Registration; or, after the first chapter of
Act III if you choose Pro-Registration.

PapaGamer's rating: 3

Level 2-Strike 9, Teamwork 2, Body 9, Focus 9
Level 31-Strike 41, Teamwork 31, Body 44, Focus 29


Dragon Fist

Radial Palm

Eagle's Dive (Requires level 5)

Healing Hand (Requires level 10)


Precise Strikes

Focused Chi

Martial Artist (Requires Anti-Reg)

Hero for Hire (Requires Anti-Reg)

Fists of Iron (Requires Anti-Reg)

Agile Technique (Requires Anti-Reg)

Heroic Deeds
*      Use Healing Hand 100 times (Boost)
*      Defeat 50 foes after choosing Anti-Reg (Costume)
*      Perform 5 high scoring Fusions with Luke Cage (Boost)

Flying? No


Iron Fist rates a "3" for two reasons: Dragon Fist cuts through shielded
enemies and Healing Hand is extremely useful keeping your team alive. For
those reasons, you may want to have him tagging along as an AI companion;
however, he's definitely weak as the main character. Despite his higher Body
score, he tends to take damage in big chunks and you're forced to use Healing
Hand more than you would like. Keeping him as an AI player keeps the mobs from
focusing their ire on him and makes him the "team doctor" for when you're in
trouble and lacking in Health Tokens.

4.2.11 IRON MAN

Wikipedia entry: http://en.wikipedia.org/wiki/Iron_Man

Available: Beginning of the game; Iron Man is only available in Act II and the
first chapter of Act III if you choose Pro-Registration.

PapaGamer's rating: 1

Level 3-Strike 8, Teamwork 4, Body 9, Focus 14
Level 31-Strike 31, Teamwork 40, Body 35, Focus 50


Pulse Barrage
Concussive bolts pummel foes. (Rapid tap) to extend.

Radial Pulse
Concussive burst knocks foes back.

Rocket Punch (Requires level 5)
Delivers a repulsor-powered punch.

Unibeam (Requires level 10)
(Press and hold) Generates a charged plasma blast.


Chief Executive


Overdrive (Requires Pro-Reg)

Crushing Strikes (Requires Pro-Reg)

Armor Upgrade (Requires Pro-Reg)

Adaptive Defense (Requires Pro-Reg)

Heroic Deeds
*      Defeat 3 foes with one non-Fusion attack (Boost)
*      Defeat 50 foes after choosing Pro-Reg (Costume)
*      Lead Pro-Registration heroes for an entire map (Boost)

Flying? Yes, continuous


It's almost as if the developers, knowing you would be denied the use of Cap
or Iron Man for half the game, made them wimps just so you wouldn't miss
having them around. Let's just say that Iron Man is focused on using Powers
and those Powers are weak and leave it at that. And leave Iron Man back at HQ
whenever you head out.

4.2.12 JEAN GREY

Wikipedia entry: http://en.wikipedia.org/wiki/Jean_Grey

Available: Find five (5) M'Kraan Fragments scattered on various maps

PapaGamer's rating: 5

Level 2-Strike 5, Teamwork 9, Body 7, Focus 13
Level 33-Strike 30, Teamwork 48, Body 38, Focus 50


Telekinetic Grip

Restraining Wave

Pyrokine Blast (Requires level 5)

Phoenix's Fury (Requires level 10)



Uncanny X-Man

Psionic Mastery (Requires Pro-Reg)

Combat Rush (Requires Pro-Reg)

Fiery Strikes (Requires Anti-Reg)

No Mercy (Requires Anti-Reg)

Heroic Deeds
*      Defeat 50 foes (Costume)
*      Defeat 5 foes with one non-Fusion attack (Boost)
*      Perform 5 high scoring Fusions with Wolverine (Boost)

Flying? Yes, continuous


Remember the scene at the end of X-Men 3: Last Stand where Jean Grey (as
Phoenix) incinerates an entire army? That is what you'll think of Jean when
you first unlock her-able to blast through whole armies single-handedly. The
euphoria doesn't last; as the game progresses, Jean's weaknesses begin to
shine through. For one, she doesn't have a single-target attack that works
well against the strong minions and mini-bosses. All her best attacks are area-
of-effect blasts. Also, she can't take much punishment and will eat Health

Despite those problems, you may have a hard time giving her up. Her Pyrokine
Blast has great range and affects enemies in a wide arc (~100-120 degrees) in
front of her and knocks them back. That same power can blow up huge numbers of
health containers, providing a fairly constant stream of red orbs to your
party. Add that PkB is a quick-firing blast and you have a real winner. Build
up Pyrokine Blast (all her other Powers are really rather weak) and Abilities
that boost Focus and Powers/fire damage.

Add in her ability to self-resurrect (which doesn't count as a "revival" for
those awards) and her high Teamwork score-making her an excellent partner for
any kind of Fusion-and Jean is a nearly indispensible hero on your team.

4.2.13 LUKE CAGE

Wikipedia entry: http://en.wikipedia.org/wiki/Luke_Cage

Available: At the beginning of Latveria: Castle Doom. Luke is only available
in Act II and the first chapter of Act III if you choose Anti-Registration.

PapaGamer's rating: 2

Level 2-Strike 9, Teamwork 2, Body 13, Focus 6
Level 30-Strike 37, Teamwork 30, Body 50, Focus 31


Knockout Flurry

Ground Pummel

Chain Strike (Requires level 5)

Throw Down (Requires level 10)


Unbreakable Skin

Street Fighting

Team Leader (Requires Anti-Reg)

Precise Blows (Requires Anti-Reg)

Hard as Titanium (Requires Anti-Reg)

Conditioning (Requires Anti-Reg)

Heroic Deeds
*      Defeat 50 foes after choosing Anti-Reg (Costume)
*      Lead the New Avengers for an entire map (Boost)
*      Use Throw Down 100 times (Boost)

Flying? No


Chain Strike is pretty good, everything else is average or worse. You'll
likely only play as Cage long enough to complete his Heroic Deeds and that's


Wikipedia entry: http://en.wikipedia.org/wiki/Mister_Fantastic

Available: At the beginning of Latveria: Castle Doom. Mr. Fantastic is only
available in Act II and the first chapter of Act III if you choose Pro-

PapaGamer's rating: 3

Level 2-Strike 9, Teamwork 2, Body 9, Focus 12
Level 30-Strike 40, Teamwork 30, Body 43, Focus 28


Dashing Wheel

Windmill Spin

Extending Strike (Requires level 5)

Elastic Smash (Requires level 10)


Malleable Body


Family Man (Requires Pro-Reg)

Elastic Mastery (Requires Pro-Reg)

Precise Strikes (Requires Pro-Reg)

Bounce Back (Requires Pro-Reg)

Heroic Deeds
*      Lead the Fantastic Four for an entire map (Boost)
*      Defeat 50 foes after choosing Pro-Reg (Costume)
*      Defeat 3 foes with one non-Fusion attack (Boost: Malleable)

Flying? No


For an egghead, Reed Richards is pretty tough. Unfortunately, he's tougher as
an opponent on the Anti-Reg side than he is as a playable character. His big
bonus is a decent Teamwork score that can be boosted with the Family Man
Ability. This makes him aces at Fusions and he has a nice variety of them as
well. His Windmill Spin and Extending Strike are his best Powers, so level
them up and use him with the rest of the Fantastic Four so you can use
Fusions. Lots and lots of Fusions.

4.2.15 MS. MARVEL

Wikipedia entry: http://en.wikipedia.org/wiki/Ms._Marvel

Available: After beating the New York City: Missing Marvel mission.

PapaGamer's rating: 3

Level 2-Strike 9, Teamwork 2, Body 9, Focus 6
Level 31-Strike 41, Teamwork 31, Body 45, Focus 29


Warp Punch

Cosmic Slam

Radiant Beam (Requires level 5)

Photon Orbs (Requires level 10)


Stellar Might

Absorb Energy

Photon Mastery (Requires Pro-Reg)

Conditioning (Requires Pro-Reg)

Cosmic Form (Requires Anti-Reg)

Impervious Body (Requires Anti-Reg)

Heroic Deeds
*      Defeat 50 foes after choosing Pro-Reg (Costume)
*      Lead the Femmes Fatales for an entire map (Boost)
*      Defeat 3 foes with one non-Fusion attack (Boost)

Flying? Yes, continuous


Ms. Marvel is the token female tank. There are better tanks in the game; but,
if you feel like you need a tank on, say, Femme Fatales, she's your girl. Her
big bonus is resistance, which helps her stay alive, which she needs because
she's not that great at taking out mobs quickly.

4.2.16 NICK FURY

Wikipedia entry: http://en.wikipedia.org/wiki/Nick_Fury

Available: After beating the game.

PapaGamer's rating: 5

Level 2-Strike 9, Teamwork 2, Body 11, Focus 10
Level 30-Strike 40, Teamwork 30, Body 43, Focus 28


Lightning Bolt

Bioelectric Blast

Monstrous Rush (Requires level 5)

Plasma Volley (Requires level 10)


Summoned Might

Healing Factor

Adaptive Defense

Nanite Mastery

Nano Armor

Survival Instinct

Heroic Deeds
*      Defeat Captain America on Legendary (Boost & Art)
*      Defeat 5 foes with a single non-Fusion attack (Boost & Art)
*      Defeat Iron Man on Legendary (Boost & Art)

Flying? Yes, continuous


It's a good thing you don't get Fury until you've beat the game once. He's
frighteningly overpowered because he has so many different ways to hurt you.
If mobs are resistant to one of his attacks, he can just use a different one.
He's very good a clearing rooms and killing bosses, so what's not to love?

4.2.17 PENANCE

Wikipedia entry: http://en.wikipedia.org/wiki/Robbie_Baldwin

Available: After beating the Prison: Jail Break-In mission.

PapaGamer's rating: 1

Level 2-Strike 6, Teamwork 3, Body 9, Focus 13
Level 30-Strike 28, Teamwork 39, Body 34, Focus 50


Kinetic Bolt
Generates a kinetic energy blast

Radial Wrath
(Press and hold) Chaotic blast explodes outwards

Agony Storm (Requires level 5)
Uncontrolled projectiles rain down on foes

Reflect Pain (Requires level 10)
Reflexively damages foes who cause him pain


Raises damage when low on hit points

Bring the Pain
Gains Stamina when hit by a foe

Kinetic Mastery (Requires Pro-Reg)
Adds energy damage to all attacks

Survivor Guilt (Requires Pro-Reg)
Allows more frequent use of powers

Kinetic Fists (Requires Anti-Reg)
Adds energy damage to melee attacks

Chaotic Aim (Requires Anti-Reg)
Raises chance of inflicting critical power hits

Heroic Deeds
*      Defeat 5 foes with a single non-Fusion attack (Boost)
*      Defeat 50 foes (Costume)
*      Take damage 612 times (Boost)

Flying? No


Penance was apparently put in the game because he's important to the Civil War
story line. You shouldn't feel guilty never playing as him.


Wikipedia entry: http://en.wikipedia.org/wiki/Songbird_(comics)

Available: After you choose Pro-Registration; or, after the first chapter of
Act III if you choose Anti-Registration.

PapaGamer's rating: 5

Level 2-Strike 6, Teamwork 3, Body 7, Focus 15
Level 31-Strike 29, Teamwork 43, Body 33, Focus 50


Decibel Barrage
Stream of solid sound bolts. (Rapid tap) to extend.

Piercing Bolt
A sonic blast flies towards foes.

Sonic Pillar (Requires level 5)
Deafening burst of sound knocks foes upwards.

Shatter Scream (Requires Level 10)
(Press and hold) Waves of sound wash over foes.


Sonic Mastery

Combat Rush

Team Leader (Requires Pro-Reg)

Concentration (Requires Pro-Reg)

Hand-to-Hand (Requires Pro-Reg)

Resiliency (Requires Pro-Reg)

Heroic Deeds
*      Defeat 50 foes after choosing Pro-Reg (Costume)
*      Defeat Moonstone (Boost)
*      Defeat 3 foes with a single non-Fusion attack (Boost)

Flying? Yes, continuous


I'll freely admit I once described Songbird as "weak." That was before the
awesomeness of Shatter Scream had really become apparent. That and Piercing
Bolt are her only really useful Powers, so keep them leveled up. Shatter
Scream is a boss killer on par with Thor's Lightning Rod and her high Teamwork
score makes her an excellent Fusion partner. Combine her with Goblin on
Thunderbolts (+5% damage) and you've got a great one-two punch. Too bad you
have to drag Penance and Venom along on that team.


Wikipedia entry: http://en.wikipedia.org/wiki/Spider-Man

Available: Beginning of the game.

PapaGamer's rating: 3

Level 3-Strike 10, Teamwork 3, Body 11, Focus 8
Level 30-Strike 40, Teamwork 30, Body 43, Focus 28


Web Barrage
Fire a stream of web bullets. (Rapid tap) to extend.
Min dmg: 17-19 Impact (2 hits)
Max dmg: 67-74 Impact (2 hits)
Cost: 12 Stamina
  Increased area of effect on impact (rank 4)
  Increased stun duration (rank 7)

Web Mace
Swings and slams a heavy ball of webbing.
Min dmg: 31-33 Impact (2 hits)
Max dmg: 653-722 Impact (2 hits)
Cost: 32 Stamina
  Knocks down foes (rank 4)
  Overcomes foes' impact resistance (rank 7)

Web Dive (Requires level 5)
Uses a web-line to slam into foes.
Min dmg: 21-22 Impact
Max dmg: 174-193 Impact
Cost: 15 Stamina
  Increase area of effect (rank 4)
  Stuns foes (rank 7)
  Overcomes foes' impact resistance (rank 10)

Web Yank (Requires level 10)
Pulls a single foe in for a precision strike.
Min dmg:
Max dmg: 333-369 Impact
Cost: 27 Stamina
  Increased chance of critical hits (rank 4)
  Increased area of effect (rank 7)
  Greatly increased chance of critical hits (rank 10)


Spider Sense
Raises chance to evade incoming attacks.
Rank 1: 2% chance to evade
Rank 15: 30% chance to evade

Allows more frequent use of powers.
Rank 1: 1 extra Focus
Rank 15: 15 extra Focus

Web Mastery (Requires Pro-Reg)
Raises damage for all power attacks.
Rank 1:1% extra power damage
Rank 15: 15% extra power damage

Lively Fighter (Requires Pro-Reg)
Rasies melee attacks damage.
Rank 1: 1 extra melee damage
Rank 15: 15 extra melee damage

Hard to Squash (Requires Anti-Reg)
Raises maximum hit points
Rank 1: 1 extra Body
Rank 15: 8 extra Body

Spider Reflex (Requires Anti-Reg)
Raises chance of inflicting critical hits
Rank 1:1% chance for critical hits
Rank 15: 15% chance for critical hits

Heroic Deeds
*      Defeat 50 foes with Web Yank (Boost: Clever Fighter)
*      Defeat 50 foes after choosing Pro-Reg (Costume)
*      Perform 5 high scoring Fusions with Human Torch (Boost: Hard to Hit)

Flying? Yes, press-and-hold


Spidey can Web Yank shields off mini-bosses from a distance and his Web Mace
is incredibly destructive; but, that's about all he has going for him. He's a
little light for a tank and Web Mace doesn't clear as well as other radial

4.2.20 STORM

Wikipedia entry: http://en.wikipedia.org/wiki/Storm_(Marvel_Comics)

Available: At the beginning of Latveria: Castle Doom.

PapaGamer's rating: 4

Level 2-Strike 6, Teamwork 3, Body 7, Focus 21
Level 32-Strike 30, Teamwork 42, Body 35, Focus 50


Lightning Strike

Gale Force

Funnel Cloud (Requires level 5)

Hail Storm (Requires level 10)


Electric Fists


Weather Mastery (Requires Pro-Reg)

Precise Aim (Requires Pro-Reg)

Team Leader (Requires Anti-Reg)

Combat Rush (Requires Anti-Reg)

Heroic Deeds
*      Defeat 50 foes after choosing Pro or Anti (Costume)
*      Lead the X-Men for an entire map (Boost)
*      Defeat 3 foes with on non-Fusion attack (Boost)

Flying? Yes, continuous


Storm doesn't quite approach the status she had in previous iterations in this
series (especially X-Men Legends); but, she is strong. The big negative is
actually her clearing Power, Gale Force, which clears a little TOO well. It
throws mobs quite a distance without doing a whole lot of damage. This is OK
if you're on a high point and enemies are being thrown to their deaths.when
they're just getting to their feet again-now too far to reach with anything
else-it's a bit of a problem. Her high Teamwork makes her a good choice for
Fusion attacks; but, she lacks a good boss-killer Power of her own.

4.2.21 THING

Wikipedia entry: http://en.wikipedia.org/wiki/Thing_(comics)

Available: At the beginning of Latveria: Castle Doom.

PapaGamer's rating: 4

Level 2-Strike 9, Teamwork 2, Body 13, Focus 6
Level 30-Strike 38, Teamwork 30, Body 50, Focus 31


Jump n' Slam

Concussive Clap

Dash n' Bash (Requires level 5)

Clobberin' Time (Requires level 10)


Fantastic Might

Rock-Like Skin

Conditioning (Requires Pro-Reg)

Street Fighting (Requires Pro-Reg)

Hard as Stone (Requires Anti-Reg)

First Family (Requires Anti-Reg)

Heroic Deeds
*      Use Clobberin' Time 100 times (Boost)
*      Defeat 50 foes after choosing Pro or Anti (Costume)
*      Perform 5 high scoring Fusions with Invisible Woman (Boost)

Flying? No


Thing is a good tank and would get a higher rating if he didn't disappear for
a good bit of the mid-game. (He's unavailable from the beginning of Act II
until midway through Chapter 2 of the Act when he finally makes up his mind to
join you.Wishy-washy.) Dash 'n Bash and Clobberin' Time are the Powers you'll
depend on most. Jump 'n Slam and Concussive Clap can briefly clear mobs; but,
you'll want to use Dash to get out of a swarm. Thing is most effective against
bosses and mini-bosses and has a nice set of Fusions-especially with his
Fantastic Four teammates, which is the best way to play him.

4.2.22 THOR

Wikipedia entry: http://en.wikipedia.org/wiki/Thor_(Marvel_Comics)

Available: Find five (5) Asgardian Runes scattered on various maps.

PapaGamer's rating: 5

Level 2-Strike 13, Teamwork 2, Body 16, Focus 6
Level 31-Strike 50, Teamwork 25, Body 47, Focus 29


Mjolnir Strike

Mighty Swipe

Thunder Smash (Requires level 5)

Lightning Rod (Requires level 10)


Asgardian Might

Godly Endurance

Belt of Strength (Requires Pro-Reg)

Divine Vigor (Requires Pro-Reg)

Thunder Mastery (Requires Anti-Reg)

Impervious Body (Requires Anti-Reg)

Heroic Deeds
*      Defeat 5 foes with a single non-Fusion attack (Boost)
*      Defeat 50 foes (Costume)
*      Perform 5 high scoring Fusions with Captain America (Boost)

Flying? Yes, continuous


Lightning Rod owns this game. That's all there is to it. Put Thor on the
Natural Forces team (turn damage into health) and equip a Draining Team Boost
(turn damage into Stamina) and simply spray Lightning Rod around or aim it at
a boss and leech health faster than you can say "Thor, son of Odin!" The only
reason not to use Thor is to make the game more challenging.

4.2.23 VENOM

Wikipedia entry: http://en.wikipedia.org/wiki/Venom_(comics)

Available: After you defeat him in Black Panther's palace in Act III.

PapaGamer's rating: 2

Level 2-Strike 11, Teamwork 2, Body 10, Focus 8
Level 30-Strike 39, Teamwork 30, Body 50, Focus 33


Tongue Lashing

Symbiote Burst

Tendril Yank (Requires level 5)

Leaping Feast (Requires level 10)


Alien Might

Ravenous Hunger

Vicious Claws (Requires Pro-Reg)

Survival Instinct (Requires Anti-Reg)

Symbiote Mastery (Requires Anti-Reg)

Living Suit (Requires Anti-Reg)

Heroic Deeds
*      Use Leaping Feast 100 times (Boost)
*      Defeat 50 foes (Costume)
*      Perform 5 high scoring Fusions with Green Goblin

Flying? No


Weak. That's the best that can be said about Venom. He avoids a rating of "1"
only because he can self-heal with his Leaping Feast Power. Other than that,
he's just an overall disappointment as a hero.


Wikipedia entry: http://en.wikipedia.org/wiki/Wolverine_(comics)

Available: Beginning of the game.

PapaGamer's rating: 4

Level 2-Strike 9, Teamwork 2, Body 9, Focus 6
Level 31-Strike 41, Teamwork 31, Body 44, Focus 29


Lunging Rage

Whirling Slash

Dashing Flurry (Requires level 5)

Claw Kebab (Requires level 10)


Healing Factor

Wounding Strikes

Feral Mastery (Requires Pro-Reg)

Conditioning (Requires Pro-Reg)

Savage Fighting (Requires Anti-Reg)

Precise Strikes (Requires Anti-Reg)

Heroic Deeds
*      Defeat 50 foes with Claw Kebab (Boost)
*      Defeat 50 foes after choosing Anti-Reg (Costume)
*      Perform 10 high scoring Fastball Special Fusions (Boost)

Flying? No


Along with Thing, Wolverine is your best tank early in the game (unless you
pre-ordered the game and got Juggs). His primary usefulness comes from his
Healing Factor-you'll want to buy ranks in that as quickly as possible. His
primary weakness is crowds-he just doesn't have a good swarm-clearing Power.
Still, he's highly useful for Targeted Fusions and it's easier to keep him
alive than a lot of other heroes.


The following characters are available to everyone at the beginning of
Latveria: Castle Doom; but, they must be purchased from Playstation Store or
Xbox Live Marketplace.


Wikipedia entry: http://en.wikipedia.org/wiki/Juggernaut_(comics)

Availability: Juggernaut is only available as a pre-order bonus. If you pre-
ordered the game and received your Juggernaut code, you can download him from
the Playstation Store/Xbox Live Marketplace and use him beginning with
Latveria: Castle Doom.

PapaGamer's rating: 5

Level 2-Strike 13, Teamwork 2, Body 10, Focus 6
Level 31-Strike 50, Teamwork 25, Body 47, Focus 30


Ramming Dash

Drop Smash

Cyttorak Spin (Requires level 5)

Earth Shaker (Requires level 10)


Supreme Might

Destructive Glee

Mystic Mastery

Impervious Body

Armored Fists

Crimson Armor

Heroic Deeds
*      Defeat 5 foes with a single non-fusion attack (Boost)
*      Defeat 300 foes (Costume)
*      Use Ramming Dash 100 times (Boost: Unstoppable)

Flying? No


Ramming Dash is a Guided Fusion masquerading as a normal Power. 'nuff said. It
differs from other charge-and-smash tanks because it keeps going and going and
going. It's a little hard to control; but, you can even use it against
bosses-just keep running in circles and ramming into them. His other Powers
are just OK-the Cyttorak Spin is actually too slow and too weak to be a good
crowd-clearer-but; who cares? If you're not spamming Ramming Dash, you're not
playing him right.

4.4    TEAMS

Putting four specific heroes together will gain you a team bonus. The
following teams have been identified in Marvel Ultimate Alliance 2 (where more
than four heroes are listed, any four from the group will give the team

Agile Warriors: +2 to all Attributes 
Daredevil, Deadpool, Iron Fist, Spider-Man

An OK team, especially against shielded 
enemies since three of the heroes can trip up 
shields (Daredevil, Spider-Man & Iron Fist). 
Otherwise, the team is too heavily reliant on 
physical damage and the team bonus is kind 
of weak.

Bruisers: +5 Striking 
Hulk, Juggernaut, Luke Cage, Thing, Thor, Venom

If you're strictly into melee, this grouping is 
fine; but, there's little real benefit in the +5 
Strike bonus and you get nothing but Clearing 

Classic Avengers: +15% Max Stamina 
Captain America, Hulk, Iron Man, Thor

Thor and Hulk are strong; Iron Man and 
Cap...not so much. You do get a nice mix of 
Fusions and, with Thor leading the way, 
decent firepower. Still, there are better teams.

Fantastic Four: +35% Fusion Gain 
Human Torch, Invisible Woman, Mr. Fantastic, Thing

Surprisingly one of the best teams in the 
game. Invisible Woman is nearly on par with 
Jean Grey and Thing is a pretty good tank. 
Mr. Fantastic is a lot stronger than in the 
previous game, and Human Torch gives good 
firepower (pun intended). With the extra 
Fusions you'll earn, you can burn through 
boss battles very quickly.

Femmes Fatales: +5% Damage 
Invisible Woman, Jean Grey, Ms. Marvel, Songbird, Storm

Jean Grey and Invisible Woman are 
extremely strong and Songbird and Storm are 
only slightly behind. A lack of Targeted 
Fusions holds this team back; but, at higher 
levels, Songbird's Shatter Scream is a boss-

Martial Artists: +5 Striking 
Daredevil, Deadpool, Iron Fist, Wolverine

Masters of Energy: +15% Max Health 
Gambit, Iron Fist, Jean Grey, Ms. Marvel, Nick Fury, Penance

Natural Forces: 5% Damage Inflicted as Health Gain 
Human Torch, Iceman, Jean Grey, Storm, Thor

This team is seriously broken-in a good 
way. You have the two most powerful heroes 
in the game (Thor & Jean) along with two 
very strong heroes (from among Storm, 
Iceman & Torch). There's a distinct lack of 
Targeted Fusions; but, who cares? Equip 
Boosts to increase your Stamina and, with the 
health regen, Thor can just stand around and 
pump bosses full of Lightning Bolts until they 
keel over.

New Avengers: +10% to All Resistances 
Iron Fist, Iron Man, Luke Cage, Ms. Marvel, Spider-Man, Wolverine

Pro-Reg Heroes: +15% Max HP 
Deadpool, Iron Man, Ms. Marvel, Mr. Fantastic, Songbird, Spider-Man

Secret Avengers: +3 Teamwork 
Captain America, Human Torch, Invisible Woman, Iron Fist, Luke Cage,
Spider-Man, Storm

Shut Up Already!: +15% Extra Health 
Deadpool, Human Torch, Iceman, Spider-Man

Think Tank: +15% Max HP 
Green Goblin, Hulk, Iron Man, Mr. Fantastic, Spider-Man

Thunderbolts: +5% Damage 
Green Goblin, Penance, Songbird, Venom

Half the team (Songbird, Gobby) are good, 
the other half...not so much. But, Gobby on 
his glider is extremely deadly and Songbird 
can be a boss-killer with her Shatter Scream. 
Add in a nice mix of Fusion types and this 
would be one of the best teams in the game. 
Except they all die too fast.

Weapon Specialists: +5% Criticals 
Captain America, Daredevil, Deadpool, Gambit, Green Goblin, Thor

X-Men: +15% Max Stamina 
Gambit, Iceman, Jean Grey, Juggernaut, Storm, Wolverine

One of the stronger teams with Jean Grey and 
a tank (Juggs or Wolverine) you can do some 
serious damage, especially against bosses.

4.5    TIERS

In any game that features a load of playable characters, the developer is
always striving for balance so that every character is equally playable. The
developer always fails. Tiers are quite subjective and you need more than one
list since there are so many ways to play the game. Marvel Ultimate Alliance
2, as was the case with MUA1, is pretty well-balanced. There are a couple
characters that are over-powered; but, depending on your play style, any
character is viable.

Actually breaking down the list of playable characters into tiers is hard
because there's so much variety in gameplay-a player who likes to use melee
attacks is going to prefer Wolverine, Hulk or Thing; while, a player who likes
to use Powers is going to prefer Thor, Jean Grey or Songbird. There are also
problems with team bonuses-Thor & Jean Grey together on Natural Forces (health
regen) are much stronger than on any other team because they have a tendency
to die fast without that health regen.

Considering the difficulty in putting the characters into tiers, here are
three lists of ten characters that are good in three different situations-as a
PC in a single-player game, as a PC in a multi-player game; and, as an NPC on
your team. Many people will have issue with the names on these lists. That's
all right. Feel free to disagree and make your own lists. Just, please, don't
email me with insults because your favorite is not on the list.


If you're playing by yourself, who do you want to control? That's where this
list of ten characters comes from. For a single-player character, you want one
that has good survivability, can dish out a good deal of damage and is good at
clearing large mobs.

In no particular order.

*      Thor
*      Jean Grey
*      Hulk
*      Green Goblin
*      Storm
*      Deadpool
*      Mr. Fantastic
*      Thing
*      Invisible Woman
*      Iceman


The list of top ten players for multi-player is a bit more lenient. There's
room for more support-style characters on this list, since one player can be
the damage-dealer and the other can provide boosts and healing and the players
can work together to pull off Fusions.

In no particular order.

*      Thor
*      Jean Grey
*      Green Goblin
*      Penance
*      Ms. Marvel
*      Gambit
*      Songbird
*      Iron Fist
*      Wolverine
*      Spider-Man

4.5.3  AI

If you're playing single-player, who do you want backing you up? Who are the
characters the computer seems to be most capable of using effectively to help
you out?

In no particular order.

*      Juggernaut
*      Thing
*      Storm
*      Green Goblin
*      Captain America
*      Iron Fist
*      Spider-Man
*      Songbird
*      Gambit
*      Iceman

                              5      COLLECTIBLES

Marvel Ultimate Alliance 2 ramps up the collectible quotient of the series;
there are 10 types of collectibles, not to mention action rewards and Trophies
(PS3) and Achievements (360). Collectibles in the game are either rewarded for
certain actions or mission achievements; or, they are found in the maps
represented by white icons floating in sometimes obvious and sometimes well-
hidden places.


Find five of these to unlock Thor; refer to the walkthrough of each map for
directions on getting the Rune.

[] Latveria: Castle Doom
[] NYC: Factory Floor
[] Hideout Raid: Going Deep
[] Guard Duty: Traffic Jam
[] Ambush: Containment
[] Base Defense: Safe Harbor
[] Convoy Strike: Jacked Up
[] Chem Plant: Cloaked
[] Prison: Going Negative
[] Wakanda: Panther's Lair


These provide additional story material and can be listened to at a review
console in any HQ building. They are listed in the same order in which they
appear in the review console by Act, so you can tell which ones you are
missing. To find a specific Log, return to the walkthrough for the map where
the Log is located.

5.2.1  ACT I

[] Latverian Power Supply-Latveria: Urban Warfare
[] Electro's New Suit-Latveria: Ascension
[] Lucia von Bardas Profile-Latveria: Castle Doom
[] Von Bardas and Tinkerer-Latveria: Reactors
[] New Warriors TV Promo-Stark Tower I
[] Ms. Marvel Field Report-NYC: Missing Marvel
[] Super Damage Insurance-NYC: Factory Floor
[] Hill Meets the President-HQ: Stark Tower 2
[] Captain America Rally-DC: Capitol Offense
[] Stark/Cage Phone Call-DC: Underground Politics
[] The Thing Voicemail-HQ: Stark Tower 3
[] Civil War Choice-Pro-HQ: Stark Tower 3
[] Civil War Choice-Anti-HQ: Stark Tower 3

5.2.2  ACT II

[] Richards Calls Stark-HQ: S.H.I.E.L.D. 1
[] Cable Voicemail-HQ: White Star 1
[] HYDRA Training Tape-Hideout Raid: Going Deep; or, Base Defense: Push Back
[] Bishop and Cable-Hideout Raid: Inner Base; or, Base Defense: Overloaded
[] Bullseye Interrogation-HQ: S.H.I.E.L.D. 2
[] Speedball News Report 1-Guard Duty: Hit 'Em High; or, HQ: White Star 2
[] Anti-Reg Radio Spot-Convoy Strike: Rooftops

[] Pro-Reg Radio Spot-Guard Duty: Road Work
[] Reed's Notes on Nanites-Ambush: Containment
[] Goliath and Cap-Chem Plant: Cloaked
[] Speedball News Report 2-Prison: Jail Break-In
[] Nanite Injection Training-Prison: Going Negative

5.2.3  ACT III

[] Speedball's New Costume-HQ: S.H.I.E.L.D. 3; or, HQ: White Star 3
[] Fury Calls Contessa-HQ: Secret Bunker 1
[] Prison 42 Procedures-Prison: Hold the Line
[] Self-Destruct-HQ: Secret Bunker 2
[] Nanite News Report-Wakanda: Jungle
[] Nanite War Voice Stream-Wakanda: Tribal City
[] Goblin Interrogation-HQ: Wakandan Palace
[] Tinkerer Personal Log-Showdown: Warp Zone
[] Fold Broadcast-Showdown: Ground Assault
[] Tinkerer's Research Tape-Showdown: To the Core

5.2.4  END

These comedic audio clips are available after you beat the game the first

[] Deadpool vs. VV
[] Hulk Radio Interview
[] Hulk-Ku

5.3    BOOSTS

Boosts provide enhancements to your team. You can equip up to three boosts at
a time. There are 216 Boosts in the game-some are found in maps, others are
earned for beating bosses and others are earned by completing Heroic Deeds.
The Boosts are listed here by category and in the order they are listed on the
Equip Boosts screen. For those that are found in maps, return to the
walkthrough for that map for directions on obtaining the Boost. Boosts marked
(Legendary) can only be earned when playing the game on Legendary Difficulty.


[] Conductive I: Electric attacks deal 5 more damage-DC: Capitol Offense
[] Conductive II: Electric attacks deal 10 more damage-Guard Duty: Hit 'Em
[] Conductive III: Electric attacks deal 10% more damage-Chem Plant: Cloaked
[] Inferno I: Fire attacks deal 5 more damage-Latveria: Reactors
[] Inferno II: Fire attacks deal 10 more damage-Showdown: Warp Zone
[] Disruption I: +5% dmg against Nanite-infected foes-Prison: Hold the Line
[] Disruption: II: +10% dmg against Nanit-infected foes-Showdown: Warp Zone
[] Disruption III: +30% dmg against Nanite-infected foes-Prison: Going
   Negative (Legendary)
[] Energized I: Energy attacks deal 5 more damage-Chem Plant: Cloaked
[] Energized II: Energy attacks deal 10 more damage-Chem Plant: Faceoff
[] Energized III: Energy attacks deal 20% more damage-Ambush: Faceoff
[] Frosty I: Cold attacks deal 5 more damage-NYC: Factory Floor
[] Frosty II: Cold attacks deal 7 more damage-Convoy Strike: Rooftops
[] Frosty III: Cold attacks deal 10% more damage-Showdown: Ground Assault
[] Laceration I: Wounding attacks deal 5 more damage-Guard Duty: Road Work
[] Laceration II: Wounding attacks deal 10 more damage-Chem Plant: Cloaked
[] Laceration III: Wounding attacks deal 10% more damage-Prison: Riot Gear
[] Overpower I: Crushing attacks deal 5 more damage-NYC: Missing Marvel
[] Overpower II: Crushing attacks deal 10 more damage-Ambush: Faceoff
[] Overpower III: Crushing attacks deal 20% more damage-Prison: Hold the Line


[] Attributes I: +1 to all Attributes-Guard Duty: Hit 'Em High
[] Attributes II: +2 to all Attributes-Prison: Hold the Line
[] Attributes III: +3 to all Attributes-Chem Plant: Cloaked
[] Focused I: +1 Focus-Latveria: Reactors
[] Focused II: +3 Focus-DC: Capitol Offense
[] Focused III: +5 Focus-Wakanda: Tribal City
[] Focused IV: +9 Focus-Latveria: Reactors (Legendary)
[] Striker I: +1 Strike-Hideout Raid: Dock Work
[] Striker II: +3 Strike-Hideout Raid: Inner Base
[] Striker III: +5 Strike-Showdown: To the Core
[] Striker IV: +20% to Strike-Latveria: Ascension (Legendary)
[] Super Tough I: +1 Body-NYC: Missing Marvel
[] Super Tough II: +3 Body-Guard Duty: Road Work
[] Super Tough III: +5 Body-Showdown: Ground Assault
[] Super Tough IV: +25% to Body-NYC: Factory Floor (Legendary)
[] Team Tactics I: +1 Teamwork-Latveria: Urban Warfare
[] Team Tactics II: +3 Teamwork-Ambush: Faceoff
[] Team Tactics III: +5 Teamwork-Latveria: Urban Warfare (Legendary)
[] Team Tactics IV: +9 Teamwork-Wakanda: Panther's Lair (Legendary)
[] Wade's Fav: +10 to all Attributes-Showdown: To the Core (Legendary)
[] Wade's 2nd Fav: +4 to all Attributes-Showdown: To the Core
[] Heroic Deed, Juggernaut
[] Unstoppable: +15% resistance to Impact damage-Heroic Deed, Juggernaut


[] Destructive I: +1 dmg to melee attacks-Latveria: Ascension
[] Destructive II: +3 dmg to melee attacks-Aggressive Attitude
[] Destructive III: +5 dmg to melee attacks-Hideout Raid: Dock Work
[] Destructive IV: +20% dmg to melee attacks-Hideout Raid: Inner Base
[] Precision I: +5% to critical hit on melee-Latveria: Reactors
[] Precision II: +10% to critical hit on melee-Convoy Strike: Truckin'
[] Precision III: +15% to critical hit on melee-Showdown: To the Core
[]-Aggressive Attitude
[] Strike True I: +5% melee damage-DC: Underground Politics
[] Strike True II: +10% melee damage-Prison: Riot Gear
[] Strike True III: +15% melee damage-Wakanda: Panther's Lair


[] Battle Tested: crits deal +20% dmg/-20% Stamina regen-Sim mission
[] Boxer: +15% crit, -99% Powers dmg-Sim mission
[] Brain Trust: 50% max Stamina, -15% melee dmg-Sim mission
[] Brawn Trade: +10% Power dmg, -10% melee dmg-Sim mission
[] Diluted: +20% Stamina regen, -5% Power dmg-Sim mission
[]-Heroic Deed
[] Mob Rule: 15% increase in melee dmg, -15% Focus-Sim mission
[]-Sim mission
[] Slow, Steady: immune to stun, reduce dmg dealt by 10%-Sim mission
[]-Heroic Deed
[]-Heroic Deed


[] Resist Impact I: +15% resistance to Impact damage-Latveria: Castle Doom
[] Resist Impact II: +30% resistance to Impact damage-Prison: Going Negative
[] Physicality I: +10% resistance to all Physical damage-Showdown: Ground
[] Adaptive: reduce all incoming damage by 3-Ambush: Containment (Legendary)
[] Deflection I: +7% to deflect projectile attacks-NYC: Missing Marvel
[] Cosmic Mind: +5% to deflect projectiles, +5 Focus-Heroic Deed, Jean Grey
[] Deflection II: +14% to deflect projectile attacks-Hideout Raid: Inner Base
[] Deflection III: +21% to deflect projectile attacks-Convoy Strike: Jacked Up
[] Deflection IV: +28% to deflect projectile attacks-Prison: Riot Gear
[] Evade I: +3% to evade, avoiding all damage done-Defensive Attitude
[] Evade II: +11% to evade, avoiding all damage done-Defensive Attitude
[] Evade III: +14% to evade, avoiding all damage done-Ambush: Faceoff
[] Riposte I: when dodging, deal 10% of damage avoided-Defensive Attitude


[] Ice Strike I: +1 Cold dmg to each melee attack-NYC: Factory Floor
[] Ice Strike II: +3 Cold dmg to each melee attack-Ambush: Containment
[] Ice Strike III: +9 Cold dmg to each melee attack-Base Defense: Overloaded
[] Dry Heat: +20% to all Fire dmg-Ambush: Containment (Legendary)
[] Ionic Attack I: +1 Energy dmg to each melee attack-Hideout Raid: Dock Work
[] Ionic Attack II: +3 Energy dmg to each melee attack-Base Defense:
[] Ionic Attack III: +5 Energy dmg to each melee attack-Ambush: Containment
[] Ionic Attack IV: +9 Energy dmg to each melee attack-Chem Plant: Cloaked
[] Fire Strike I: +1 Fire dmg to each melee attack-NYC: Factory Floor
[] Fire Strike II: +3 Fire dmg to each melee attack-Sim mission
[] Fire Strike III: +5 Fire dmg to each melee attack-Chem Plant: Cloaked
[] Fire Strike IV: +9 Fire dmg to each melee attack-Chem Plant: Cloaked
[] Shock Smash I: +1 Electric dmg to each melee attack-Base Defense: Safe
[] Shock Smash II: +3Electric dmg to each melee attack-Chem Plant: Cloaked
[] Shock Smash III: +5 Electric dmg to each melee attack-Showdown: Warp Zone
[] Shock Smash IV: +9 Electric dmg to each melee attack-NYC: Missing Marvel

5.3.7  FUSION

[] Cape Killer I: +50% more Fusion after hitting a boss-Chem Plant: Faceoff
[] Cape Killer II: +100% more Fusion after hitting a boss-Aggressive Attitude
[] Fusion Star: carry one additional Fusion Star-DC: Underground Politics
[]-Diplomatic Attitude
[] Fusion Combo II: raise Fusion on pop-up, trip, stun by 2-Guard Duty: Hit
   'Em High (Legendary)
[] Fusion Combo III: raise Fusion on pop-up, trip, stun by 3-Chem Plant:
   Faceoff (Legendary)
[] Hands On I: raise Fusion on grappling by 1-Base Defense: Safe Harbor
[] Hands On II: raise Fusion on grappling by 2-Chem Plant: Faceoff (Legendary)
[] Kinetic Melee: +3 Energy melee, +1 Fusion on throws-Heroic Deed, Gambit
[] Momentum I: +50% more Fusion on destruction, KOs-Diplomatic Attitude
[] Momentum II: +100% more Fusion on destruction, KOs-Sim mission
[]-Heroic Deed
[] No Surrender: +3% Energy resist, +3% to crit-Heroic Deed, Captain America
[]-Heroic Deed
[] Rebel Yell: +10% resistance to Mental dmg-Hideout Raid: Inner Base
[] Synchronized I: +50% more Fusion on double Powers hit-Diplomatic Attitude
[] Synchronized II: +100% more Fusion on double Powers hit-Diplomatic Attitude
[]-Heroic Deed

5.3.8  POWERS

[] Draining I: absorb 10% of melee dmg as Stamina-Latveria: Castle Doom
[] Draining II: absorb 15% of melee dmg as Stamina-Convoy Strike: Rooftops
[] Draining III: absorb 20% of melee dmg as Stamina-Ambush: Faceoff
[] Powerful I: +1 to Power damage-Hideout Raid: Going Deep
[] Powerful II: +3 to Power damage-Wakanda: Jungle
[] Powerful III: +5 to Power damage-Prison: Riot Gear (Legendary)
[] Powerful IV: +9 to Power damage-Latveria: Ascension (Legendary)
[] Power Up I: +5% dmg with Powers-Aggressive Attitude
[] Power Up II: +10% dmg with Powers-Aggressive Attitude
[] Power Up III: +15% dmg with Powers-Ambush: Faceoff (Legendary)
[] Power Up IV: +20% dmg with Powers-Prison: Hold the Line (Legendary)
[] Reserves I: +18 max Stamina-DC: Hallowed Ground
[] Reserves II: +32 max Stamina-Ambush: Containment
[] Reserves III: +46 max Stamina-Chem Plant: Faceoff
[] Reserves IV: +100% max Stamina-DC: Hallowed Ground (Legendary)


[] Fire Proof I: resist 15% of Fire damage-Latveria: Ascension
[] Fire Proof II: resist 30% of Fire damage-Prison: Hold the Line
[] Resist Cold I: resist 15% of Cold damage-Prison: Going Negative
[] Resist Cold II: resist 30% of Cold damage-Ambush: Containment (Legendary)
[] Resist Crush I: resist 15% of Crushing damage-Latveria: Urban Warfare
[] Resist Crush II: resist 30% of Crushing damage-Showdown: Warp Zone
[] Resist Electric I: resist 15% of Electric damage-Latveria: Urban Warfare
[] Resist Electric II: resist 30% of Electric damage-Base Defense: Push Back
[] Resist Energy I: resist 15% of Energy damage-Prison: Riot Gear
[] Resist Energy II: +30% resistance to Energy damage-Base Defense: Push Back
[] Elementalist II: reduce incoming Elemental damage by 20%--Showdown: Ground
   Assault (Legendary)
[] Physicality II: +20% resistance to all physical damage-Ambush: Containment


[] Critical Pain I: +10% to critical damage-Guard Duty: Road Work
[] Critical Pain II: +25% to critical damage-Guard Duty: Road Work (Legendary)
[] Critical Pain III: +40% to critical damage-Convoy Strike: Rooftops
[] Critical Pain IV: +55% to critical damage-Guard Duty: Traffic Jam
[] Devouring I: +1 hit point after knocking out a foe-Prison: Jail Break-In
[] Devouring II: +5 HP after stunning a foe-Wakanda: Panther's Lair
[] Devouring III: +5 HP after a pop-up-Showdown: Warp Zone
[] Devouring IV: +5 HP after tripping a foe-Ambush: Containment
[] Elementalist I: reduce incoming Elemental damage by 10%--Wakanda: Jungle
[] Personal Space: immune to grapple-Sim mission
[] Second Wind: while blocking, regenerate small % of HP-Showdown: Ground
   Assault (Legendary)
[] Untouchable I: while blocking, attackers take 1 damage-Diplomatic Attitude
[] Untouchable II: while blocking, attackers take 3 damage-Wakanda: Tribal
[] Untouchable III: while blocking, attackers take 5 damage-Showdown: Ground
[]-Defensive Attitude
[] Vampiric melee: +4 HP with every melee attack-Showdown: Warp Zone


[] Deep Cold I: 10% to freeze a chilled target-Showdown: Warp Zone
[] Deep Cold II: 25% to freeze a chilled target-Convoy Strike: Truckin'
[] Killer Instinct I: +10% to critical dmg on melee-Wakanda: Tribal City
[] Killer Instinct II: +25% to critical dmg on melee-Base Defense: Safe Harbor
[] Overload I: 125% more Fusion on trip, stun, pop-ups-Hideout Raid: Detour
[] Overload II: 200% more Fusion on trip, stun, pop-ups-Base Defense:
[] Precise Daze: 50% to stun foe on critical-Convoy Strike: Jacked Up
[] Precise Force: 50% to knockback foe on critical-Guard Duty: Traffic Jam
[] Stunning Finish I: stunned targets take 150% damage-Wakanda: Panther's Lair
[] Stunning Finish II: stunned targets take 200% damage-Wakanda: Tribal City


[] Aggressive Hits: +1 HP per KO, +3 Focus-Heroic Deed, Songbird
[] Chaotic Melee: +5% to dodge, +1 Strike-Heroic Deed, Deadpool
[] Combat Trained: +3% to critical, +3% to dodge-Heroic Deed, Ms. Marvel
[]-Heroic Deed
[]-Heroic Deed
[]-Heroic Deed
[] Hard to Hit: +3% to dodge, +1 Body-Heroic Deed, Spider-Man
[] Hot Head: resist 5% of Fire dmg, +1 Body-Heroic Deed, Human Torch
[]-Heroic Deed
[] Insight: raise Power dmg by 3%, +1 Focus-Heroic Deed, Mr. Fantastic
[] Oppressor: +1 Strike, melee deals 5 Crushing damage-Heroic Deed, Hulk
[] Phoenix Force: +5% Powers dmg, +5% Fire dmg-Heroic Deed, Jean Grey
[]-Heroic Deed
[] Radiated Touch: +5 Focus, melee deals 5 Radiation dmg-Heroic Deed, Green
[]-Heroic Deed
[] Savagery: melee deals 3 Wounding dmg, +5 Strike-Heroic Deed, Venom
[] Storm Rager: +1 Team, stunned foes take Electric dmg-Heroic Deed, Storm
[] Super Soldier: resist 5% of Impact dmg, +1 to melee-Heroic Deed, Captain
[] Thunder God: melee deals 3 Electric dmg, +3 Strike-Heroic Deed, Thor


[]-Heroic Deed
[]-Heroic Deed
[] Asgardian Valor: resist 5% of all dmg, +3 Body-Heroic Deed, Thor
[]-Heroic Deed
[] Clever Fighter: +1 Teamwork-Heroic Deed, Spider-Man
[] Cosmic Battery: +3% to Energy attacks, +5% vs Energy-Heroic Deed, Ms.
[] Fantastic Team: raise Fusion gain by 3%, +1 Teamwork-Heroic Deed, Invisible
[]-Heroic Deed
[]-Heroic Deed
[]-Heroic Deed
[] Good Memory: +3% XP, +3% max Stamina-Heroic Deed, Iron Man
[] Hot Foot: Melee deals 1 Fire damage, +1 Focus-Heroic Deed, Human Torch
[] Hungry Melee: +4 Strike, melee attacks drain 3 HP-Heroic Deed, Green Goblin
[]-Heroic Deed
[] Living Weapon: +1 Body, melee deals 1 Wounding damage-Heroic Deed, Deadpool
[] Malleable: raise Power damage by 3%, +1 Body-Heroic Deed, Mr. Fantastic
[] Quick Learner: raise XP gained by 5%, +3 Focus-Heroic Deed, Daredevil
[] Strategist: raise max Stamina by 5%, +3 Focus-Heroic Deed, Songbird
[]-Heroic Deed
[]-Heroic Deed
[] Weather Mind: +3% Electric damage, +1 Focus-Heroic Deed, Storm

5.3.14 UTILITY

[] Experienced I: raise experience points earned by 5%-Base Defense: Safe
[] Experienced II: raise experience points earned by 10%-Convoy Strike: Jacked
[] Experienced III: raise experience points earned by 15%-Prison: Jail Break-
[] Mighty I: grant Might to the team-Ambush: Containment
[] Mighty II: grant Super Might to the team-Chem Plant: Faceoff
[] Patriotic: +10% to all damage-Ambush: Containment
[] Run Speed I: run 5% faster-Prison: Hold the Line (Legendary)
[] Resist Recent: resist 20% of last damage type-Wakanda: Jungle (Legendary)
[] Run Speed II: run 12% faster-Wakanda: Tribal City (Legendary)
[] Jackpot II: 5% chance orbs are multiplied by 20-Diplomatic Attitude
[] Jackpot I: 5% chance orbs are multiplied by 10-Convoy Strike: Truckin'


Dossiers provide additional information about characters and locations in the
Marvel universe. Dossiers may be viewed at a review console in any HQ. There
are 171 Dossiers in the game-some are earned for gameplay, others are found in
the maps. This list is broken down by the same categories as in the review
computer in any HQ. For those Dossiers found in maps, refer to the walkthrough
for the map to get directions on how to find it.

5.4.1  GAME TIPS

These Dossiers provide helpful information about gameplay in Marvel Ultimate
Alliance 2. They will not be enumerated here as you unlock them by playing the


These are the Dossiers for the playable characters in the game. You unlock
them as you unlock the characters. For each hero there is also a Dossier about
their alternate costume; this Dossier is unlocked when you unlock that hero's
alternate costume.


Refer to the walkthrough of each map for directions on getting the Dossier.

[] A-Bomb-Wakanda: Panther's Lair
[] Bishop-HQ: White Star 2
[] Black Panther-HQ: Wakandan Palace
[] Black Widow-Latveria: Ascension
[] Bullseye-Chem Plant: Faceoff
[] Cable-HQ: S.H.I.E.L.D. 2
[] Cloak-Ambush: Containment
[] Colossus-Ambush: Faceoff
[] Lucia von Bardas (Cyborg)-HQ: Stark Tower 2
[] Dagger-Chem Plant: Cloaked
[] Diamondback-DC: Capitol Offense
[] Doctor Doom-Latveria: Castle Doom
[] Electro-Latveria: Ascension
[] Equinox-HQ: Secret Bunker 2
[] Firestar-Prison: Riot Gear
[] Goliath-HQ: S.H.I.E.L.D. 3
[] Grim Reaper-NYC: Factory Floor
[] Havok-Wakanda: Tribal City
[] Hercules-Hideout Raid: Inner Base
[] Jessica Jones-HQ: White Star 1
[] Justice-Wakanda: Panther's Lair
[] Lady Deathstrike-Convoy Strike: Jacked Up
[] Lucia von Bardas-Latveria: Castle Doom
[] Commander Maria Hill-DC: Underground Politics
[] Molten Man-Chem Plant: Faceoff
[] Moonstone-Prison: Hold the Line
[] Multiple Man-Guard Duty: Traffic Jam
[] Namorita-HQ: Stark Tower 3
[] Nick Fury, S.H.I.E.L.D. Cmdr-HQ: Secret Bunker 2
[] Nick Fury, Fold-Beat the game
[] Nitro-HQ: Stark Tower 3
[] Patriot-Hideout Raid: Dock Work
[] Prodigy-Guard Duty: Road Work
[] Scorcher-Latveria: Reactors
[] Senator Lieber-DC: Hallowed Ground
[] She-Hulk-Showdown: To the Core
[] Shocker-NYC: Factory Floor
[] Speedball-HQ: Stark Tower 3
[] Spider-Woman-Hideout Raid: Detour
[] Tinkerer-HQ: Stark Tower 1
[] Titanium Man-HQ: Stark Tower 3
[] War Machine-Base Defense: Overloaded
[] Whirlwind-Prison: Hold the Line
[] Wizard-Latveria: Reactors
[] Wonder Man-Showdown: Warp Zone
[] Yellowjacket-HQ: White Star 3

5.4.4  INTEL

Refer to the walkthrough of each map for directions on getting the Dossier.

[] Cap's Hideout-HQ: White Star 1
[] Geffen-Meyer Chemical Plant-Chem Plant: Cloaked
[] Fury's Base-HQ: Secret Bunker 1
[] HYDRA-Base Defense: Push Back
[] Latveria-Latveria: Urban Warfare
[] Latverian Cyborg-Latveria: Reactors
[] Latverian Soldier-Latveria: Castle Doom
[] International Mercenaries-DC: Capitol Offense
[] Nanite Base-Showdown: Ground Assault
[] Fold Teleporter Pod-Wakanda: Tribal City
[] Negative Zone-Prison: Jail Break-In
[] New York City-NYC: Missing Marvel
[] Prison 42-Prison: Jail Break-In
[] Rebel Hideout-HQ: S.H.I.E.L.D. 2
[] Superhuman Registration Act-Finish Act I
[] Ryker's Island-Convoy Strike: Rooftops
[] S.H.I.E.L.D.-Base Defense: Safe Harbor
[] S.H.I.E.L.D. Agents-Base Defense: Push Back
[] S.H.I.E.L.D. Capekillers-Convoy Strike: Truckin'
[] S.H.I.E.L.D. Helicarrier-Ambush: Containment
[] S.H.I.E.L.D. Life Model Decoy-HQ: Secret Bunker 1
[] S.H.I.E.L.D. Nanite Network-Prison: Going Negative
[] S.H.I.E.L.D. Nanite Officers-HQ: S.H.I.E.L.D. 3
[] Stamford, CT-HQ: Stark Tower 3
[] Stark Tower-HQ: Stark Tower 1
[] Superhuman Inmates-Prison: Going Negative
[] The Fold-HQ: Wakandan Palace
[] Vabranium-Wakanda: Jungle
[] Wakanda-Wakanda: Jungle
[] Wakandan Royal Guard-Wakanda: Tribal City
[] Washington, DC-DC: Underground Politics
[] White Star Guerillas-Hideout Raid: Going Deep


Find five of these to unlock Hulk; refer to the walkthrough of each map for
directions on getting the Regulator.

[] Latveria: Reactors
[] NYC: Missing Marvel
[] NYC: Factory Floor
[] DC: Capitol Offense
[] DC: Hallowed Ground
[] Hideout Raid: Detour
[] Guard Duty: Hit 'Em High
[] Base Defense: Push Back
[] Convoy Strike: Rooftops
[] Wakanda: Tribal City


Find five of these to unlock Jean Grey; refer to the walkthrough of each map
for directions on getting the Fragment.

[] Latveria: Castle Doom
[] NYC: Missing Marvel
[] NYC: Factory Floor
[] DC: Underground Politics
[] Hideout Raid: Dock Work
[] Guard Duty: Road Work
[] Base Defense: Safe Harbor
[] Convoy Strike: Truckin'
[] Prison: Jail Break-In
[] Prison: Going Negative


Provide one additional power point to whichever character collects it.

[] NYC: Missing Marvel
[] NYC: Factory Floor
[] Hideout Raid: Detour
[] Hideout Raid: Inner Base
[] Guard Duty: Hit 'Em High
[] Ambush: Containment
[] Base Defense: Safe Harbor
[] Base Defense: Push Back
[] Base Defense: Overloaded
[] Convoy Strike: Rooftops


Unlock simulator missions. Simulator missions can be played at any simulator
terminal in any HQ building. Refer to the walkthrough of each map for
directions on getting the Disc.

[] Basic Training-HQ: Stark Tower 1
[] Command-HQ: Stark Tower 1
[] Breakout-HQ: Stark Tower 2
[] Countdown-HQ: Stark Tower 2
[] Wanton Destruction-HQ: S.H.I.E.L.D. 1; or, White Star 1
[] How Are De Ducks? -HQ: S.H.I.E.L.D. 1; or, White Star 1
[] Adrenaline Rush-HQ: S.H.I.E.L.D. 2; or, White Star 2
[] Pinned-HQ: S.H.I.E.L.D. 3; or, White Star 3
[] Heavy Metal-HQ: S.H.I.E.L.D. 3; or, White Star 3
[] Adrenaline Surge-HQ: Secret Bunker 1
[] Search and Destroy-HQ: Secret Bunker 2
[] Heavier Metal-HQ: Wakandan Palace


Upgrades give the character that collects them one bonus point in the related
Attribute. These bonus points will increase the base Attribute past the
maximum of 50 points. Refer to the walkthrough of each map for directions on
getting the Upgrade.

[] Body-Latveria: Ascension
[] Body-Latveria: Castle Doom
[] Strike-Latveria: Reactors
[] Focus-Latveria: Reactors
[] Teamwork-HQ: Stark Tower 1 (or 2 or 3)
[] Focus-NYC: Missing Marvel
[] Strike-NYC: Factory Floor
[] Strike-DC: Capitol Offense
[] Body-DC: Underground Politics
[] Teamwork-DC: Hallowed Ground
[] Focus-Hideout Raid: Dock Work
[] Strike-Hideout Raid: Detour
[] Body-Hideout Raid: Going Deep
[] Strike-Hideout Raid: Inner Base
[] Focus-Hideout Raid: Inner Base
[] Focus-Guard Duty: Hit 'Em High
[] Teamwork-Guard Duty: Road Work
[] Body-Guard Duty: Traffic Jam
[] Teamwork-HQ: White Star 1 (or 2 or 3)
[] Body-Base Defense: Safe Harbor
[] Focus-Base Defense: Push Back
[] Strike-Base Defense: Overloaded
[] Body-Base Defense: Overloaded
[] Body-Convoy Strike: Rooftops
[] Teamwork-Convoy Strike: Truckin'
[] Focus-Convoy Strike: Jacked Up
[] Strike-Chem Plant: Cloaked
[] Focus-HQ: Secret Bunker 1 (or 2)
[] Body-Prison: Jail Break-In
[] Body-Prison: Going Negative
[] Strike-Prison: Riot Gear
[] Teamwork-Prison: Hold the Line
[] Focus-Wakanda: Jungle
[] Teamwork-Wakanda: Panther's Lair
[] Focus-HQ: Wakandan Palace
[] Body-Showdown: Ground Assault
[] Teamwork-Showdown: Warp Zone


Completing the following 30 training objectives earns you three trophies or
achievements. You can view your progress by opening the game menu (START),
scrolling over to STATS, selecting it and scrolling down to the three


[] Remove 10 shields
[] Throw 20 foes
[] Perform 10 stun combos
[] Perform 10 pop-up combos
[] Perform 10 trip combos
[] 20 strikes while foe is prone
[] 20 strikes while grappling
[] 20 air smashes

These are fairly simple and you will get most of them simply by playing the
game. If you've played through the game twice and still haven't completed one
of these objectives, use the sim mission, "Basic Training" and just keep
spawning enemies and practicing the specific moves you need until you finish
all the objectives.


[] 30 dashing power hits
[] 50 projectile power hits
[] 30 radial power hits
[] 30 direct damage power hits
[] 20 pulling power hits
[] 20 buff powers used
[] 20 debuff powers used

These are fairly simple and you will get most of them simply by playing the
game. If you've played through the game twice and still haven't completed one
of these objectives, use the sim mission, "Basic Training" and just keep
spawning enemies and practicing the specific moves you need until you finish
all the objectives.


[] 20 foes hit by car explosions
[] Chain reaction of 5 explosions
[] 20 robots destroyed by own grenades
[] Knock down 5 foes with 1 object
[] 20 melee-to-power chains
[] 20 hits with fire, cold, and electricity
[] 50 foes thrown from high places

You should get most of these just by playing the game; however, you will have
to work at a few of them. For example, to get the first one, you have to blow
up cars on a regular basis. If you're having trouble with killing the foes
around the car before it explodes, try throwing a car at a group far away and
then firing ranged shots at it. To destroy robots by their own grenades, use
the sim mission "Heavy Metal" and spawn one robot at a time and beat on it for
a bit to wear down its health and then wait for it to chuck a grenade and
throw it back. It's helpful if you "turn off" your teammates by hooking up
additional controllers and having them as "dummies;" or, reducing all their
Powers to zero (0) so they are forced to use melee. This will keep one of the
AI players from getting the kill while you're picking up the grenade. To get
the melee-to-power chains, hit an enemy a few times and then immediately hit
him with a Power. For the hits with fire, cold and electricity, equip Boosts
that add each of those damage types to your melee attacks and then beat up
mobs in "Basic Training." For throwing enemies off high places, play a level
with catwalks or terrepleins (e.g. Castle Doom, Inner Base/Overloaded) and
spam a radial burst Power with a lot of knockback (e.g. Thor's Mighty Swipe,
Iron Man's Radial Pulse).


With one exception, the trophies for PS3 and achievements for Xbox 360 are the
same. The format for each is as follows:

Name of trophy/achievement
Trophy color (PS3) / Achievement points (360)
Requirement as listed on the trophy/achievement screen
Description of how to get trophy/achievement (if needed)

Xbox 360 achievement points taken from GameFAQs.

Platinum / Not applicable
Obtain all other trophies.
This trophy is exclusive to PS3 and is earned as soon as you earn all other
trophies on this list

Mission Accomplished
Bronze / 5
Topple a dictator.
Break the Dr. Doom statue in Latveria: Urban Warfare OR Castle Doom. The
statue in Urban Warfare is in a plaza just before you reach the church where
you fight Electro. In Castle Doom, the statue is located in the hall just
before Security Control where you are swarmed by robots.

Coalition of the Willing
Bronze / 20
Crash a castle.
Finish the Latveria missions

Oceans No Longer Protects Us
Bronze / 20
Protect a city.
Finish the NYC missions

A House Divided
Silver / 20
Defend your leaders.
Finish the Washington, DC missions

If You're Not With Us
Bronze / 10
Choose a side.

Freedom Isn't Free
Bronze / 20
Raid a hideout.
Finish the Hideout Raid missions (Pro-Reg)

Defending Our Way of Life
Bronze / 20
Rescue a hideout.
Finish the Base Defense missions (Anti-Reg)

All Options on the Table
Bronze / 20
Defend a convoy.
Finish the Guard Duty missions (Pro-Reg)

Collateral Damage
Bronze / 20
Stop a convoy.
Finish the Convoy Strike missions (Anti-Reg)

Fallen Star
Silver / 20
Ambush your opponents.
Finish the Ambush missions (Pro-Reg)

Iron and Blood
Silver / 20
Fight back and ambush.
Finish the Chem Plant missions (Anti-Reg)

Knowns and Unknowns
Bronze / 10
Repay a favor.
Finish Off the Leash

Alliance Reborn
Bronze / 20
Break and enter.
Finish the Prison missions

Grave and Growing
Bronze / 20
Free a country.
Finish the Wakanda missions

A More Perfect Union
Bronze / 10
Finish what you started.
Finish the Showdown missions

I'm With Iron Man
Silver / 30
Defeat all Act II and III missions as a Pro-Registration team.

I'm With Captain America
Silver / 30
Defeat all Act II and III missions as an Anti-Registration team.

Legendary Schism
Bronze / 20
Defeat all Act I missions on Legendary Difficulty.

Legendary War
Bronze / 30
Defeat all Act II missions on Legendary Difficulty.

Legendary Alliance
Silver / 30
Defeat all Act III missions on Legendary Difficulty.

Rookie Squad
Bronze / 10
Complete a map in Co-Op.
Complete any map with more than one player, online or offline.

Experienced Allies
Bronze / 15
Complete 8 maps in Co-Op.
Complete eight different maps with more than one player, online or offline

Decorated Veterans
Bronze / 30
Complete 24 maps in Co-Op.
Complete 24 different maps with more than one player, online or offline

Seek and Destroy
Bronze / 15
Complete all optional mission objectives.
There are five maps with optional mission objectives-Latveria: Ascension;
Latveria: Reactors; New York City: Factory Floor; Washington, DC: Capitol
Offense; and, Wakanda: Tribal City. If you miss completing these during the
game, you can use the simulator console to replay the level and complete the
optional objectives.

Uncontained Aggression
Bronze / 15
You or other players on your team must destroy 250 health containers.

Undefeated Heroes
Silver / 30
Defeat 12 mission bosses on Super Heroic or Legendary Difficulty without
revival or map reload.
"Without revival or map reload" does not mean all four heroes must be standing
when you defeat the boss. As long as you don't use a Health Token to revive
any fallen teammates or lose all four heroes and have to reload, you'll earn
this trophy.

Immortal Heroics
Gold / 50
Defeat 25 maps on Super Heroic or Legendary Difficulty without revival or map
"Without revival or map reload" does not mean all four heroes must be standing
when you finish the map. As long as you don't use a Health Token to revive any
fallen teammates or lose all four heroes and have to reload, you'll earn this
trophy. You can replay maps in the simulator if you did not finish them the
first time without revival; however, if you do this in the simulator, the in-
game stat will not change; but, you will get the trophy.

Back in Action
Bronze / 10
Perform 10 revivals.

Tactical Training
Bronze / 10
Perform all 5 recommended training Fusions in Latveria.
The training Fusions occur in "Urban Warfare" and "Ascension." See the
walkthroughs for those two maps for details on performing the Fusions.

Heroes Unite
Bronze / 10
Perform 10 Fusions with another player-controlled hero in a Co-Op game.
Can be online or offline

United We Stand
Silver / 30
Earn 20 high scores for each type of Fusion: Targeted, Guided, and Clearing.
Remember high scores for Targeted Fusions require using the Fusion on a boss
or leader enemy; Guided and Clearing Fusions must destroy a certain number of
enemies (ranging from 10 to 15 depending on the pair of heroes creating the

Powers of Two
Gold / 50
Perform all Fusions by combining every available pairing of all 24 heroes.
You might want to use a checklist, such as the one provided here:

Old Friends
Bronze / 10
Have 10 special conversations between characters with a history while in an HQ
Refer to the walkthroughs for the HQ missions for a list of special

Costume Collector
Bronze / 10
Unlock 23 alternate costumes.

Distinguished Service
Bronze / 10
Collect 50 Team Boosts.

Extraordinary Heroism
Bronze / 30
Collect 125 Team Boosts.

Above and Beyond
Silver / 50
Collect 200 Team Boosts.
There are actually 216 Boosts in the game, so you don't have to collect them
ALL to get this trophy. You will need to get a large number of the Heroic Deed
Boosts to get to 200; so, work on those for each hero.

Listening In
Bronze / 20
Collect 30 Audio Logs.
All Audio Log locations are specified above under "Audio Logs."

Superior Intel
Bronze / 20
Collect 125 Dossiers.
There are 171 Dossiers in the game, 78 of which are found on maps. Another 47
are earned as you unlock heroes and finish their costume Heroic Deed. The
remainder are earned just for playing the game; so, you should be able to hit
this trophy in just one play-through if you gather all Dossiers from the maps.

Potential Evidence
Bronze / 10
Collect 10 Concept Art Bundles in HQ maps.
These are easy enough to find and their locations are spelled out in the
walkthroughs above.

Trivia Buff
Bronze / 10
Correctly answer 15 Trivia questions.

Trivia Team-Up
Bronze / 15
Score 30 Trivia Fusions.
You score a Trivia Fusion when playing co-op and you and at least one other
player both answer correctly at the same time.

Trivia Genius
Bronze / 30
Earn all Trivia rewards.

Sim Team-Up
Bronze / 5
Earn Mission Succeeded on a Simulator Mission in Co-Op and return to Simulator

Sim Amateur
Bronze / 10
Earn 4 Bronze Medals from Simulator Missions.
See "Simulator Missions" below for tips on earning medals in simulator

Sim Expert
Bronze / 15
Earn 8 Silver Medals from Simulator Missions.
See "Simulator Missions" below for tips on earning medals in simulator

Sim Champion
Bronze / 30
Earn 12 Gold Medals from Simulator Missions.
See "Simulator Missions" below for tips on earning medals in simulator

Melee Training
Bronze / 10
Complete all melee training goals listed on the Stats page.
See "Training Stats" above for tips on completing the melee training goals.

Power Training
Bronze / 15
Complete all Power training goals listed on the Stats page.
See "Training Stats" above for tips on completing the Power training goals.

Every Trick In The Book
Silver / 30
Complete all combat mastery goals listed on the Stats page.
See "Training Stats" above for tips on completing the combat mastery goals.

                           6      SIMULATOR MISSIONS

At each HQ you visit there is a sim console. You can use this console to play
Simulator Missions, which are training missions to help you learn different
aspects of combat in Marvel Ultimate Alliance 2. You also earn boosts and
other rewards for completing simulator missions. To play a simulator mission,
you must collect the simulator disc from various places in the game. Most are
lying in the open in HQs, so you shouldn't have much trouble collecting them.

You can also use the sim console to replay missions you have already
completed. You can do this to collect items you missed or finish optional
objectives you failed to complete. Simply start the sim console and hit
left/right to move from CHALLENGE to REPLAY and select the map you want to try


Disc: Right in front of the sim console in Stark Tower I

Objective: Hone your skills.

Bronze-25,000 points, receive 250XP
Silver-50,000 points, receive Battle Tested Boost
Gold-100,000 points, receive Diluted Boost

Follow the on-screen prompts to go through various attacks and defensives. Use
the prompted move to defeat each enemy. Simply getting through all moves will
earn you the gold medal. The moves are:

*      Quick Attack
*      Strong Attack
*      Pop-up Combo: Quick, Quick, Strong
*      Stun Combo: Quick, Strong, Strong
*      Trip Combo: Quick, Strong, Quick
*      Ground Attack: Trip Combo plus Quick Attack while the opponent is on
       the ground
*      Air Smash: Jump then Quick or Strong Attack while in the air
*      Grapple Attack: Grab the enemy and then Quick Attack
*      Grapple Shove: Grab the enemy and then Strong Attack
*      Grapple Throw: Grab the enemy and then press Grab again to throw him
*      Remove Shield: Grab a shielded enemy and then rapidly tap Grab or
       (PS3) shake the controller to rip away the shield
*      Block: Hold the Block button
*      Dodge: Hold the Block button and move the left stick in any direction
*      Clearing Fusion: Perform a Clearing Fusion with one of your teammates
*      Targeted Fusion: Perform a Targeted Fusion with one of your teammates
*      Guided Fusion: Perform a Guided Fusion with one of your teammates


Disc: S.H.I.E.L.D. HQ 3 next to sim console; or,
      White Star HQ 3 next to sim console

Objective: Train against challenging foes.

Bronze-25,000 points, receive Brain Trust Boost
Silver-50,000 points, receive 1000XP
Gold-100,000 points, receive Personal Space Boost

Use the consoles in the room to activate big robots and defeat them. You have
five minutes to defeat as many robots as possible. You can use Fusions. You'll
have to take out 40 robots to score 100,000 points. You can activate as many
as 10 at once, so run to each console and activate a robot so you are fighting
a group of ten and unload on them. If you can do four groups of ten in five
minutes, you'll get the gold medal. The Natural Forces team is good for this
as they get constant health regen just for damaging the robots; they have good
area-of-effect Powers; and, they have powerful Fusions (especially with Jean


Disc: HQ Wakandan Palace near sim console

Objective: Train against challenging foes without Fusion.

Bronze-25,000 points, receive 3000XP
Silver-50,000 points, receive 6000XP
Gold-100,000 points, receive Momentum II Boost

This mission is similar to "Heavy Metal." Take out 20 (or more) big robots in
four minutes without using Fusions. Strong radial attacks (Jean Grey, Gambit)
or powerful "boss-killer" moves (Thor, Songbird) are a must.


Disc: S.H.I.E.L.D. HQ 1 next to sim console platform; or,
      White Star HQ 1 next to trivia console

Objective: Locate the objects of interest.

Bronze-25,000 points, receive 3000 ability points
Silver-50,000 points, receive 4500 ability points
Gold-100,000 points, receive Fire Strike II Boost

Go on a crate-destroying spree. Large area-of-effect powers are most effective
in wiping out crates and uncovering ducks. To get the gold medal, you'll have
to blast open 20 crates with ducks in 25 seconds.


Disc: S.H.I.E.L.D. HQ 1 next to sim console; or,
      White Star HQ 1 next to sim console

Objective: Destroy everything before time runs out.

Bronze-25,000 points, receive 1000 ability points
Silver-50,000 points, receive Boxer Boost

Gold-100,000 points, receive 5000 ability points

You have three-and-a-half minutes (3:30) to destroy as much as you can. Many
of the destructible items are explosive; so, you're going to want ranged
Powers-the stronger the better. Preferably Powers you can fire rapidly to
maximize destruction. The arena is a square room with four rooms opening off
it-one on each side. Blast your way into each room and blow up everything in
sight. Have at least two heroes with good radial blast Powers. If one gets
knocked down or runs out of Stamina, quickly switch to the other and keep
blasting. This one's much easier in co-op so at least two people can be
blasting the rooms at the same time. If you get through the fourth room and
you're still a bit short of the 100,000 points for gold, the statues in the
main room are worth about 6,000 points each; but, they take a lot of damage to


Disc: S.H.I.E.L.D. HQ 2 next to sim console; or,
      White Star HQ 2 in south side of base in dorm area

Objective: Defeat your foes to gain more time.

Bronze-20,000 points, receive 1000 ability points
Silver-40,000 points, receive 2500 ability points
Gold-80,000 points, receive 5000 ability points

You begin with a time limit of one-and-a-half minutes (1:30) to score 100,000
points. Defeating enemies gives you time back on the clock as well as points.
Some enemies drop multipliers you can pick up to increase the points earned
from defeating opponents. The enemies get tougher and more numerous the longer
you keep going. You can use Fusions; so, save them up for when you're really
getting swarmed and then unleash a Clearing Fusion. Make sure to always keep a
multiplier active-especially the larger x3 and x4 multipliers. Use large
radial Powers to kill as many enemies in as little time as possible.


Disc: Secret Bunker HQ 1 near Tinkerer in northeastern side room

Objective: Defeat your foes to gain more time (no Powers).

Bronze-17,500 points, receive 1000 ability points
Silver-35,000 points, receive 2500 ability points
Gold-70,000 points, receive 5000 ability points

This is a truly nasty challenge. Put together a team strong on melee (Strike &
Body points), equip Boosts that add additional damage to melee combat and lay
into the enemies that spawn. You can't use Powers; but, you can use
Fusions-make sure you have at least one Clearing or Guided Fusion amongst your


Disc: On same platform as review console in Stark Tower 2

Objective: Defeat your foes to restore your health.

Bronze-20,000 points, receive 250XP
Silver-40,000 points, receive 1000XP
Gold-80,000 points, receive Brawn Trade Boost

Your health will constantly drain, and drain faster as time goes on. However,
you get plenty of health from defeated enemies, which grow more numerous and
tougher the longer you last. Some enemies leave behind multipliers you can
pick up to increase your score from fallen opponents. You can also use Fusions
and earn and use Health Tokens; so, overall, it's a lot easier than the time-
limit challenges.


Disc: HQ Secret Bunker 2 on west side of bunker

Objective: Locate concealed opponents and defeat them.

Bronze-25,000 points, receive 3000XP
Silver-50,000 points, receive 6000XP
Gold-100,000 points, receive Slow Steady Boost

You are in a huge warehouse full of crates and shipping containers. Fifty of
the crates and 20 containers have robots concealed in them. You begin with
1:30 on the clock and finding and defeating robots adds to your time as well
as your point total. You do not need to find all the crates and containers in
order to hit the 100,000 point mark. Some robots drop multipliers you can pick
up to increase the point score of the robots you defeat.

6.10   COMMAND

Disc: On trivia console platform in Stark Tower I

Objective: Capture and hold territory.

Bronze-25,000 points, receive 250XP
Silver-50,000 points, receive 1000XP

Gold-100,000 points, receive 2500XP

The goal is to hold your ground as long as you can at nine different bases in
the arena. The key to earning gold is to get from one base to the next as
quickly as possible. Step on the first marked base with a flying character and
either attempt to block all incoming attacks or use a strong radial Power to
blast enemies before they reach you. As soon as the timer hits zero, begin
flying and hitting your Nav button to get the location of the next base. Fly
to it as quickly as possible and repeat.

For this sim, I used the Natural Forces team (health regen from damage done)
and controlled Jean Grey and used Pyrokine Blast extensively and blocked
incoming missiles.

6.11   PINNED

Disc: S.H.I.E.L.D. HQ 3 on central platform; or,
      White Star HQ 3 on south side of base in dorm area

Objective: Protect your teammates.

Bronze-22,500 points, receive 3000 ability points
Silver-45,000 points, receive 4500 ability points
Gold-90,000 points, receive Mob Rule Boost

You have four allies and you need to keep at least one alive for five minutes.
You need a team with lots of strong radial Powers and high Teamwork (e.g.
Natural Forces or Femme Fatales). Equip Boosts that increase your Fusion point
gain and increase Fusion damage or your Teamwork stat. Blast away with radial
Powers until you earn a Fusion; then, use a Guided Fusion to temporarily clear
the room. You receive 5,000 points for each ally kept alive in addition to
whatever you score from defeating enemies.


Disc: In front of sim console in Stark Tower 2

Objective: Locate and free your allies.

Bronze-20,000 points, receive 1000 ability points
Silver-40,000 points, receive Play To Win Boost
Gold-80,000 points, receive 5000 ability points

                             7      TRIVIA QUIZZES

There are five trivia quizzes in Marvel Ultimate Alliance 2; although, you can
only play four on any one playthrough: one at Stark Tower in Act I; one in Act
II at either Stark Tower or White Star HQ depending on your Pro/Anti choice;
one at Nick Fury's secret base in Act III and one at Wakanda Palace in Act
III. There are 35 questions in each quiz. Each question is multiple-choice
with four possible answers corresponding to the four face buttons on your
controller. You have approximately eight (8) seconds to answer each question.

You earn XP for each correct answer. You begin with a set number of XP, which
begins decreasing (down to zero) after two seconds with no answer. Answer
within the first two seconds and you get the full XP (150 for the first quiz,
200 for the second, 250 for the third and 350 for the fourth). You can repeat
a quiz at any time and re-answer any question to get the remaining XP for that
question if you're not fast enough the first time.

You can also play the trivia games in multi-player. If two or more players
answer correctly at the same time, you'll get a Trivia Fusion, which awards
bonuses. The trivia answers are randomized whenever you activate the quiz; the
questions are always in the same order. Only the correct answers are provided


1)     Captain America's civilian name is:
        Steve Rogers

2)     Which hero has never been an X-Man?

3)     Electro's real name is:
       Max Dillon

4)     Gambit's exploding cards are:
       Kinetically charged

5)     The super-villain named Grim Reaper is:
       Wonder Man's brother

6)     The Hulk was created in:
       A gamma ray explosion

7)     The Hulk cannot:

8)     Johnny Storm cannot:
       Breathe in space

9)     The Human Torch is a blood relative of:
       Susan Storm

10)    Soldiers in the Latverian army do not use:

11)    Luke Cage gained his powers from:
       An experiment

12)    Which of these villains is a former chemist?

13)    The Tinkerer's real name is:
       Phineas Mason

14)    Whose powers are NOT derived from technology?

15)    In his civilian life, Iron Man is:
       A rich industrialist

16)    Iron Man's real name is:
       Anthony Edward Stark

17)    Black Widow's abilities include:
       Espionage experience

18)    In the 1940s, Captain America was:
       Frozen in ice

19)    By day, Daredevil is:
       A lawyer

20)    Gambit's real name is:
       Remy LeBeau

21)    Iceman's powers first manifested in:
       A schoolyard fight

22)    The Invisible Woman can:
       Create force fields

23)    Tony Stark is a recovering:

24)    Natasha Romanoff is the civilian name of:
       Black Widow

25)    Nick Fury's secondary strike team in Latveria:
       Bravo Team

26)    Provides electrical power to Doomstadt:

27)    Cleans up after superhuman-related disasters:
       Damage Control

28)    What gave Captain America his abilities?
       Super Soldier serum

29)    Peter Parker's deceased uncle was named:

30)    Spider-Man is well known for his:

31)    Wolverine's birth name is:

32)    Wolverine's retractable claws are made out of:

33)    Mr. Fantastic gained his abilities from:
       Cosmic radiation

34)    Who first taught Storm to control her powers?
       Tribal elder

35)    Storm's parents were killed in a:
       Plane crash

7.2    S.H.I.E.L.D. HQ, ACT II

1)     Reed Richards is known for his:
       Scientific acumen

2)     After Nick Fury, S.H.I.E.L.D.'s new leader is:
       Maria Hill

3)     Before gaining her powers, Ms. Marvel was:
       An Air Force pilot

4)     In life, Namorita was:
       Atlantean royalty

5)     Nitro's ability to explode comes from:
       Kree technology

6)     Peter Parker does not have any skills in:

7)     Where is Stamford located?

8)     Storm's real name is:
       Ororo Munroe

9)     The Thing:
       Is a trained pilot

10)    The Tinkerer's advanced technology derives from:
       His natural genius

11)    Human Torch and Iceman are:
       Not related

12)    Lucia von Bardas strikes at New York City from:
       A barge

13)    Wonder Man's "ionic body" is thanks to:
       Baron Zemo

14)    Before the Stamford blast, Speedball fights:

15)    Ms. Marvel finds the Latverian terror operation:
       On Roosevelt Island

16)    Who heals more rapidly than a normal human?

17)    The Hulk has greater self-control thanks to:
       Gamma regulators

18)    Bruce Banner has a PhD in:
       Nuclear physics

19)    Thor is the son of the Earth-spirit Gaea and:

20)    Biologically Thor is half-Asgardian, half:
       Elder God

21)    Jean Grey is a founding member of the:

22)    Jean Grey is occasionally host to the:
       Phoenix Force

23)    Songbird used to be a:

24)    Deadpool's nickname is the:
       Merc with a Mouth

25)    Many question Deadpool's:

26)    Ms. Marvel once was a:
       Published novelist

27)    Ms. Marvel's real name is:
       Carol Danvers

28)    Luke Cage had a long-running partnership with:
       Iron Fist

29)    Luke Cage has a child with:
       Jessica Jones

30)    Luke Cage once had a business called:
       Heroes for Hire

31)    Iceman is a member of which group?

32)    Most frequently patrols Hell's Kitchen in NYC:

33)    Which super hero is of Cajun descent?

34)    Gambit has spent time as a:
       Professional thief

35)    Bishop is from:
       An alternate future


1)     Deadpool's powers are derived from:
       Genetic experiments

2)     Nitro's explosion was:
       Seen on live TV

3)     The deaths at Stamford were caused by:

4)     Shocker attacks his foes with:
       Vibrating air blasts

5)     Spider-Man's reputation is often debased in:
       The Daily Bugle

6)     Storm was revered as a goddess:
       In a region of Kenya

7)     The Thing grew up on:
       Yancy Street

8)     The Wizard has fought which team many times?
       The Fantastic Four

9)     Rachel Leighton is whose real name?

10)    Captain America's shield contains:

11)    As a child, Matt Murdock lost his sense of:

12)    Bobby Drake has what sort of powers?

13)    Sue Storm first manifested her powers after:
       A space flight

14)    Prior to ruling Latveria, Lucia von Bardas was:
       An educator

15)    Luke Cage's "home turf" is:

16)    Danny Rand was formerly a member of:
       Heroes for Hire

17)    Capekillers try taking Captain America out with:
       Tranquilizer darts

18)    The site of Cap's planned rally against the SRA:
       Lincoln Memorial

19)    S.H.I.E.L.D. agents who've defected to Cap are:
       The White Star

20)    Invisible Woman is married to which super hero?
       Mr. Fantastic

21)    The Human Torch gained his powers when he was:

22)    Johnny Storm is known for his:
       Short temper

23)    Cable's real name is:
       Nathan Summers

24)    Who helped Cloak master his powers?
       Tandy Bowen

25)    Colossus discovered his powers when he saved:
       His sister

26)    Cyborg Lucia von Bardas attacked which city?
       New York

27)    Dagger has had previous experience as a:
       Ballet dancer

28)    Diamondback relies on what in combat?
       Advanced devices

29)    Grim Reaper's real name is:
       Eric Williams

30)    Hercules wields which weapon?
       Golden Mace

31)    Who formed the X-Factor investigations company?
       Multiple Man

32)    Namorita was a founding member of:
       The New Warriors

33)    The Shocker's real name is:
       Herman Schultz

34)    The person wearing the Titanium Man armor is:

35)    Deadpool often believes that:
       He's in a comic book


1)     LMD stands for:
       Life Model Decoy

2)     Nick Fury's LMDs are:
       Robotic duplicates

3)     Hank Pym is able to change size thanks to:
       Pym particles

4)     HYDRA's first leader was named:
       Wolfgang von Strucker

5)     "Rhodey" is a nickname for:
       James Rhodes

6)     Who was NOT seen being "nanite controlled"?

7)     Who knows Bullseye's real name?

8)     Cable possesses the power of:

9)     Colossus was born in:

10)    Tandy Bowen and Tyrone Johnson are:
       Cloak and Dagger

11)    When fighting enemies, Dagger makes use of:
       "Light Knives"

12)    "Mark Raxton" is the civilian name of:
       Molten Man

13)    Multiple Man's duplicates are:
       Organic doubles

14)    Who discovered the Negative Zone?
       Reed Richards

15)    Elijah Bradley is the Young Avenger known as:

16)    Prison 42 is located:
       In the Negative Zone

17)    Spider-Woman joined Anti-Reg forces despite:
       Being ex-S.H.I.E.L.D.

18)    In the past, Spider-Woman was a member of:

19)    Goliath is:
       A scientist

20)    Before he was a super hero, Prodigy was:
       A high school student

21)    Bishop's powers derive from:
       Latent mutation

22)    Lady Deathstrike has how many adamantium claws?

23)    "War Machine" is the name of a:
       Starktech armor suit

24)    Stark sets up an ambush at what chemical plant?

25)    The Helicarrier has what radio code name?
       Skybird One

26)    Number of spikes in Penance's armor:

27)    The hideout invaded by S.H.I.E.L.D. was once a:
       HYDRA base

28)    Bullseye believes doctors injected him with:
       A sedative

29)    After Stamford, Speedball's body was found in:
       Western New York

30)    Derisive term used by some for super heroes:

31)    Iron Fist was raised in the hidden city of:

32)    Bullseye recently had adamantium bonded to:
       His skeleton

33)    S.H.I.E.L.D.'s first target at Geffen-Meyer:

34)    Initially wouldn't take a side in the Civil War:
       The Thing

35)    Who was recently stationed at Ryker's Island?
       Robbie Baldwin


1)     Nick Fury once led a group called the:
       Howling Commandos

2)     Venom's costume is:
       An alien organism

3)     Who gained their powers from an earthly source?

4)     Iron Fist's powers derive from:
       Chi energy

5)     Real name of the hero currently called Goliath:
       Bill Foster

6)     Years ago, Songbird was:
       A pro wrestler

7)     Songbird's powers are based on:
       High-intensity sonics

8)     Black Panther gained his powers from:
       A rare herb

9)     Equinox has the ability to:
       Project ice and fire

10)    Firestar's mutant ability is to project:
       Microwave energy

11)    Havok's real name is:
       Alex Summers

12)    Never used the word "Marvel" in their codename:
       Rick Jones

13)    Which mutant is related to Havok?

14)    Justice's real name is:
       Vance Astrovik

15)    Who has never been a parent?
       Angelica Jones

16)    Before her criminal career, Moonstone was:
       A psychiatrist

17)    Penance was formerly known as:

18)    Penance is powered by:

19)    Wakanda is located in:

20)    As a child, Cable was raised by:
       Jean Grey and Cyclops

21)    Thor wields the mystical hammer called:

22)    Jean Grey's powers include:

23)    The name of the main Nanite Control Officer is:

24)    Who kills Nanite Control Officer Swanson?

25)    Minimum Prison 42 self-destruct delay:
       Thirty seconds

26)    Access to Prison 42 is possible only via:

27)    LMD control signals will not cross over to:
       The Negative Zone

28)    The profession of Robbie Baldwin's father:
       District Attorney

29)    Who arranges a plea bargain for Speedball?
       Jennifer Walters

30)    NOT considered a critical hub in Prison 42:

31)    Currently bonded with the Venom symbiote:
       Mac Gargan

32)    Nick Fury's middle name is:

33)    Nick Fury lost his left eye in a fight with:
       His brother

34)    Nick Fury's father was a:
       Decorated WWI pilot

35)    She-Hulk has a successful career as a:

                       8      VERSION HISTORY & CREDITS

*      v1.20 - 2009/10/06
       Picked up a missing Focus Upgrade
       Added a few more Boosts
       Added hero commentary to Characters section
       Added Glossary
       Added more game play tips throughout

*      v1.10 - 2009/10/05
       Added more collectibles-all map collectibles & most game collectibles
       Added more information about characters
       Added trivia answers & trophy/achievement list
       Split "Prison: Riot Gear" into "Riot Gear" and "Hold the Line"
       Added more sim mission strategies

*      v1.00 - 2009/09/25
       First published version

	   Thanks to the following people for their help:

*      James McKendrew, Noel Hearne, Andrew Rozsa, James Hanson, Philip
       Toussaint & Andy for collectible locations on several maps

*      Aaron Bennett for a correction to "Adrenaline Surge" sim

*      David Todd for HQ conversation

*      Benjamin Withers for typographical error corrections

                                   9 LEGAL

Written & Copyright 2009 by Barry Scott Will

Trademarks and other marks are reserved to their original owners. This guide 
is not endorsed or authorized by Activision, Vicarious Visions or Marvel

This guide is for informational purposes only and no explicit or implicit 
warranty is made with regards to the suitability of this information. The 
reader agrees to indemnify and hold harmless the author, Barry Scott Will, 
from any consequences of using this information.

This work is licensed under the Creative Commons Attribution-Share Alike 3.0 
United States License. To view a copy of this license, visit


or send a letter to
  Creative Commons
  543 Howard Street
  5th Floor
  San Francisco, California, 94105 USA

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