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The game features new and returning characters to the Marvel vs. Capcom series, with accompanying promotional artwork by Capcom artist Shinkiro. The final retail build of the roster will feature 36 characters (not including DLC). Capcom has stated that they plan to expand the roster by the time the game is released, and are "working hard to include as many characters as possible". After the most recent announcements of Sentinel and Hsien-Ko to the roster, the official website for the game has stated that there are more characters still to be revealed. Also, the roster is stated to be finalized, but possible fan demand might affect the DLC. Returning characters have distinct playstyle changes, such as Hulk being able to perform steady air combos, Captain America's shield hitting back on the return after being thrown, and Iron Man's new stance and Proton Cannon firing at a 45° angle.
Characters are listed by company, and placed in order of the date they were revealed. An asterik (*) signifies a new playable character to the Marvel vs. Capcom Series. 2 asterisks (**) also signifies a sub-boss as well. 3 asterisks (***) is an unplayable final boss.
- Iron Man (Iron Patriot as DLC Alternate Costume)
- Deadpool (First appearance)
- Captain America
- Doctor Doom
- Super-Skrull (First appearance)
- Thor (First full appearance)
- Dormammu (First appearance)
- X-23 (First appearance)
- M.O.D.O.K. (First appearance)
- She-Hulk (First appearance)
- Shuma-Gorath (DLC)
- Phoenix (First appearance)
- Taskmaster (First appearance)
- Hawkeye (First appearance) (Ultimate Marvel vs. Capcom 3)
- Ghost Rider (First appearance) (Ultimate Marvel vs. Capcom 3)
- Rocket Raccoon (First appearance) (Ultimate Marvel vs. Capcom 3)
- Dr. Stephen Strange (First appearance) (Ultimate Marvel vs. Capcom 3)
- Iron Fist (First appearance) (Ultimate Marvel vs. Capcom 3)
- Nova (First appearance) (Ultimate Marvel vs. Capcom 3)
- Galactus (First appearance) (Final Boss)
- Morrigan Aensland
- Chris Redfield (First appearance)
- Dante (First appearance)
- Trish (First appearance)
- Amaterasu (First appearance)
- Viewtiful Joe (First appearance)
- Tron Bonne
- Albert Wesker (First appearance)
- Nathan "Rad" Spencer (First appearance)
- Sir Arthur (First full appearance)
- Zero (First appearance)
- Jill Valentine (DLC)
- Crimson Viper (First appearance)
- Mike Haggar (First appearance)
- Akuma (Gouki)
- Hsien-Ko (Lei-Lei) (First appearance)
- Nemesis T-Type (First appearance) (Ultimate Marvel vs. Capcom 3)
- Phoenix Wright (Naruhodō Ryūichi) (First appearance) (Ultimate Marvel vs. Capcom 3)
- Strider Hiryu (Ultimate Marvel vs. Capcom 3)
- Vergil (First appearance) (Ultimate Marvel vs. Capcom 3)
- Firebrand (First appearance) (Ultimate Marvel vs. Capcom 3)
- Frank West (First appearance) (Ultimate Marvel vs. Capcom 3)
- Alastor - In Viewtful Joe's ending. (First appearance)
- Astaroth (First appearance)
- Bon Bonne (First appearance)
- Captain Blue - In Viewtful Joe's ending. (First appearance)
- Dan Hibiki - In Sentinel's ending.
- Issun - In Amaterasu's ending and win quotes. (First appearance)
- Jet Black - In Viewtful Joe's ending. (First appearance)
- Lord Raptor (Zabel Zarock) - In Dormammu's ending. (First appearance)
- Mega Man Volnutt (Rock Volnutt) - In Tron's ending. (First appearance)
- Miles Edgeworth (Mitsurugi Reiji) - In She-Hulk's ending. (First appearance)
- Poison and the rest of the Mad Gear Gang. (First appearance)
- Teisel Bonne (First appearance)
- A.I.M. agents (First appearance) - In M.O.D.O.K.'s ending.
- Angel (First appearance) - In Magneto's ending.
- Banshee (First appearance) - In Magneto's ending.
- Black Panther (First appearance) - In Storm's ending.
- Dazzler (First appearance) - In Felicia's ending.
- Doombot (First appearance) - In Dr. Doom's ending.
- Dust (First appearance) - In Deadpool's ending.
- Fantomex (First appearance) - In Deadpool's ending.
- Exodus (First appearance) - In Magneto's ending.
- Fin Fang Foom (First appearance) - In Arthur's ending.
- Heimdall (First appearance) - In Thor's ending.
- Iceman - In Magneto's ending.
- J. J. Jameson (First appearance) - In Spider-Man's ending.
- Ka-Zar (First appearance) - In Amaterasu's ending.
- Kingpin (First appearance) - In Chun-Li's ending.
- Matt Murdock (First appearance) - In Chris' ending.
- Mephisto - In Morrigan's ending.
- Mojo (First appearance) - In Viewtful Joe's ending.
- Nick Fury (First appearance) - In Crimson Viper's ending.
- Nightcrawler (First appearance) - In Trish's and Magneto's ending.
- Satannish (First appearance) - In Morrigan's ending.
- Shanna (First appearance) - In Amaterasu's ending.
- Silver Surfer (First appearance) - In Zero's ending.
- Spiral - In Viewtful Joe's ending.
- Sunfire (First appearance) - In Magneto's ending.
- Tigra (First appearance) - In Hawkeye's ending
- Zabu (First appearance) - In Amaterasu's ending.
- Wiccan (First appearance) - In Doctor Strange ending.
- Jennifer Kale (First appearance) - In Doctor Strange ending.
- Doctor Voodoo (First appearance) - In Doctor Strange ending.
- Shaman (First appearance) - In Doctor Strange ending.
- Doctor Druid (First appearance) - In Doctor Strange ending.
- Ant-Man (First appearance) - In Hawkeye's combo
- Moon Knight (First appearance) - In Hawkeye's ending
- Blade (First appearance) - In Jill Valentine's Ending
- Man-Thing (First appearance) - In Jill Valentine's Ending
- Marvel Zombies (Only Appearance) - In Frank West's ending
- Punisher (Frank Castle) (Only Appearance) - In Frank West's ending
- Daredevil (Matt Murdock) (Only Appearance) - In Frank West's ending
- Sabretooth (Victor Creed) (Only Appearance) - In Frank West's ending
- Bullseye (Lester) (Only Appearance) - In Frank West's ending
- Unidentified Zombies - In Frank West's ending
- Spider-Ham (Peter Porker) (Appeared in a player card)
- Nick Fury (Appeared in a player card)
- Maestro (Bruce Banner) (Appeared in a player card)
- Sentinels (Cameo) (Alternate Days of Future Past Reality)
- Turn Off The Dark Spider-Man (Peter Parker) (Mentioned)
- Mr. Fantastic (Reed Richards) (First appearance)
- Mary Jane Watson (Mentioned)
- Earth-30847 (Reality)
- Earth-TRN520 (Only Appearance) - In Frank West's ending
- Earth-8311 (Cameo) (Appeared in a player card)
- "A Broadway Musical" (Mentioned)
Marvel vs. Capcom 3 stages:
Ultimate Marvel vs. Capcom 3 stages:
- Shadowland: A new version of the Hand Hideout stage. Dark Daredevil sits upon his throne and watches the battle with the Hand ninjas. The temple has moved from the mountains to a nightime city environment.
- Bonne Wonderland: A new version of the Kattelox Island stage. Winter has hit the island, and everyone is remaining inside, except the Servbots, who are out at play creating snowmen.
- S.H.I.E.L.D. Air Show: Flying through the daytime sky is the S.H.I.E.L.D. Helicarrier, as jets take off. This version of the stage places fighters aboard the Helicarrier itself, as opposed to the original iteration wherein players merely fought on a nearby aircraft with a view of the Helicarrier.
- Chaos at Tricell: A new version of the Tricell laboratory. All of the B.O.W.'s have broken out of containment and have completely wrecked the labs. Numerous items from the Resident Evil series lay scattered in the background.
- Danger Room: A new version of the Danger Room stage, which is now renamed Training Room in UMVC3. Professor X watches as the fighters prepare for battle in the new Danger Room stage. This stage is actually shown as the main menu in the original MVC3.
- Asgard: Sea of Space: A new version of Asgard. Nightfall has come in the land of Asgard, causing the buildings to give off a beautiful golden glow.
- City That Never Sleeps: A nighttime version of the Daily Bugle stage. The parade is over, and instead the crowds of New York City gather to watch the battle on a large screen, and to see Felicia and Dazzler at a concert.
- Days of Future Past: A new version of the Metro City stage. In a dystopian future, Sentinels have risen to slay and/or imprison members of the Marvel vs. Capcom 2 cast. Already slain are Cyclops, Marrow, Iceman, Jin, Cable, Amingo, Captain Commando and Sonson. Apprehended include Colossus, Ruby Heart, Gambit, Hayato, Psylocke, Rogue, and B.B. Hood. Mega Man apparently still wanders free somewhere as a reference to Wolverine who was on the original Days of Future Past comic book cover.
- Demon Village Redux: A different version of the Demon Village. In an homage to Gargoyle's Quest on the Game Boy, Demon Village is presented in black and white. Characters still appear in color, however.
Ten years after Ruby Heart's adventure and Abyss' defeat, an unknown entity has been awakened, and together with help from Victor Von Doom and Albert Wesker, they recruit known villains and make an operation to unite and rule both dimensions. Now it'll be up to Wolverine, Ryu, and the rest of the Marvel and Capcom heroes to join forces once again in order to stop this new enemy before everything should be destroyed.
Italics indicates characters which will appear in the Ultimate version without having appeared in the standard.
English voice cast:
- Jonathan Adams: Galactus
- Charlie Adler: Super-Skrull
- Hunter MacKenzie Austin: Hsien-Ko
- Laura Bailey: Chun-Li
- Troy Baker: Nova
- Brian Bloom: Captain America
- Steven Blum: Wolverine, Taskmaster
- Johnny Yong Bosch: Zero
- G. K. Bowes: Felicia
- Danielle Burgio: Trish
- Maria Canals-Barrera: She-Hulk
- Dameon Clarke: Spencer
- Chris Cox: Hawkeye
- Susan Dalian: Storm
- Paul Dobson: Doctor Doom, Shuma-Gorath
- D. C. Douglas: Wesker
- Greg Ellis: Rocket Raccoon
- Siobhan Flynn: Morrigan
- Richard Grieco: Ghost Rider
- Darrel Guilbeau: Viewtiful Joe
- Jennifer Hale: Phoenix
- Kyle Hebert: Ryu
- Tom Kane: Magneto
- Josh Keaton: Spider-Man
- Reuben Langdon: Dante
- Loren Lester: Iron Fist
- Eric Loomis: Iron Man
- Dave Mallow: Akuma
- Nolan North: Deadpool
- Rick Pasqualone: Doctor Strange
- Tara Platt: Tron
- Matt Riedy: Haggar
- Sam Riegel: Phoenix Wright
- T.J. Rotolo: Frank West
- Michelle Ruff: Crimson Viper
- Roger Craig Smith: Chris
- Daniel Southworth: Vergil
- T.J. Storm: Strider Hiryu
- Tara Strong: X-23
- Fred Tatasciore: Hulk
- Kari Wahlgren: Jill
- Jim Ward: Sentinel
- Rick D. Wasserman: Thor
- Michael T. Weiss: Dormammu
- Wally Wingert: M.O.D.O.K.
- Dan Woren: Arthur
Japanese voice cast (Capcom characters only):
- Kana Asumi: Felicia
- Saori Hayami: Lei-Lei (Hsien-Ko)
- Hiroaki Hirata: Vergil
- Mayumi Iizuka: Tron
- Tetsu Inada: Arthur
- Rikiya Koyama: Frank West
- Takaya Kuroda: Spencer
- Toshiyuki Morikawa: Dante
- Jōji Nakata: Wesker
- Ryotarō Okiayu: Zero
- Fumiko Orikasa: Chun-Li
- Tomokazu Seki: Viewtiful Joe
- Mie Sonozaki: Crimson Viper
- Hiroki Takahashi: Ryu
- Atsuko Tanaka: Trish
- Rie Tanaka: Morrigan
- Taketora: Gouki (Akuma)
- Hiroki Tōchi: Chris
- Kōsuke Toriumi: Ryūichi Naruhodō (Phoenix Wright)
- Yūji Ueda: Strider Hiryu
- Kiyoyuki Yanada: Haggar
- Atsuko Yūya: Jill
Marvel vs. Capcom 3: Fate of Two Worlds was first announced at Capcom's Captivate press show in Hawaii in April 2010, with the game's public reveal following one week later after the company's imposed information embargo. The game was revealed to have been in development since the summer of 2008 when Capcom re-acquired the Marvel license after a period of legal issues that placed the series on hiatus for nearly a decade. In 2009, The Walt Disney Company bought Marvel for USD $4 Billion, but the buyout did not affect the development of the game. Ryota Niitsuma, who had previously headed production on Tatsunoko vs. Capcom: Ultimate All-Stars, signed on as director and producer of the new project, which was green-lit after "years and years of unrelenting fan demand". Niitsuma stated that they built the game from the ground up using the same MT Framework game engine seen in Resident Evil 5 and Lost Planet 2, which he describes as "the biggest engine that a fighting game has ever had under the hood". Capcom's design philosophy for Marvel vs. Capcom 3 was to make a game that would reach out to those who have been long-time fans of the series, but at the same time expand their user base to those who may be familiar with the characters represented but not with fighting games in general. In particular, company president Keiji Inafune expressed a desire to appeal to a worldwide audience. Unlike previous titles in the series, Capcom currently has no plans for an arcade release, and will initially focus only on console versions for the PlayStation 3 and Xbox 360. This game is expected to sell 2 millions units of Marvel vs. Capcom 3 worldwide across both platforms.
In addition to the complete transition to 3D models, several characters also sport updated designs. Iron Man now sports his Extremis armor as opposed to the Modular Armor he wore in the previous titles, Wolverine now wears his John Cassaday-designed costume from the more recent Astonishing X-Men rather than his '90s era costume, and Captain America now wears a belt with pouches. Employees from Marvel have been working closely with Capcom's art design team to ensure that each character from their company is properly represented. Both Marvel and Capcom have discussed the possibility of a comic book adaptation of the game by UDON, which project manager Jim Zubkavich stated would most likely be in the form of a four to twelve issue mini-series (the prequel comic to the supposed mini-series is available in the Collector's Edition).
The game features the same tag-based team feature as previous installments of the series, where each player chooses three characters that can be swapped at any point during a match, and utilizes an order selection called "Evolved Vs. Fighting System", a modified version of earlier systems seen in other Marvel/Capcom and Capcom vs. SNK crossover games. It is the first game in the franchise to feature three-dimensional character models as opposed to two-dimensional sprites, though gameplay remains restricted to two-dimensions, allowing characters to move only backward, forward, or straight up into the air. Unlike Marvel vs. Capcom 2, which features four attack buttons separated as two pairs of low and high-strength punches and kicks, Marvel vs. Capcom 3 uses a simplified, three-button control scheme of undefined low, medium, and high attacks modeled after Tatsunoko vs. Capcom: Ultimate All-Stars, which Capcom believes will "knock down the wall of complicated controls and open up the field of strategic fighting to all comers", as well as a new "Exchange" button used to launch opponents into the air, switch characters while performing a combo, and slam the opponent into the ground when used by certain characters. Players can use each button to string together combination attacks, as well as perform special moves using a combination of button presses and joystick movement. As characters attack, their Special Gauge fills with energy which can be expended by the player to execute powerful Hyper Combos and Team Combos that involve multiple characters.
Ryota Niitsuma, series creator, stated at E3 2010 that the game will feature a single-player story mode that is more robust than its predecessors, with unique endings for each character. In between battles, characters will meet, interact, speak, and travel with other characters. There will be CG Animated Scenes of the characters speaking to each other with full voiceovers.
Marvel has also stated that Marvel vs. Capcom 3 is "all about fan service", and plan to work with Capcom to include dialogue quips and mid-match events between the company's characters that reference past Marvel Comics storylines. Marvel vs. Capcom 3 will include an online play mode using Microsoft's Xbox Live and Sony's PlayStation Network services.
Although subtle and not really given much attention, each Marvel and Capcom character announced implies that they would be the rivals to each other. Many of these characters even have special quotes they say to each other during match (see also: Special Conversations)
At New York Comic-Con, it was announced that Marvel writer Frank Tieri will be writing the game's story. The actual storyline is about Dr. Doom and Albert Wesker summoning various villains from their universes to try and take over the universes of their respective franchises, but in the process, awaken a mighty force (Galactus) that threatens to destroy both worlds. Now, it is up to the heroes of both worlds to stop this threat before it is too late.
Niitsuma has confirmed that a third of the potential roster will consist of characters who did not appear in the Marvel vs. Capcom franchise.
Characters confirmed by Niitsuma to be absent from the game have so far included Tyrant and Nemesis of the Resident Evil series, citing concerns that their inclusion would change the game's content rating.
The primary members of Marvel's Fantastic Four were excluded at the company's suggestion for currently undisclosed reasons, although it could be argued that it's because Super-Skrull has all their powers, thus giving all of the Fantastic Four representation within Super-Skrull. (Niitsuma stated that the Human Torch was a completed character and originally considered to be on the roster, but his animations consumed a lot of memory. So Marvel suggested Super-Skrull to be his replacement and retained his model, animations, hyper combos slated for the Human Torch. The Thing was also considered at one point, but Capcom felt he would be too similar to the Hulk.)
It has also been stated that:
- Blade (Blade)
- Cable (X-Men)
- Daredevil (Daredevil)
- Emma Frost (X-Men)
- Fantastic Four (Fantastic Four)
- Gambit (X-Men)
- Kingpin (Daredevil/Spider-Man)
- Loki (Thor)
- Mojo (X-Men)
- Punisher (The Punisher)
- Silver Surfer (Silver Surfer/Fantastic Four)
- Demitri Maximoff (Darkstalkers)
- Donovan Baine (Night Warriors: Darkstalkers' Revenge)
- Gill (Street Fighter III)
- Ken (Street Fighter)
- PTX-40A (Lost Planet)
- Nero (Devil May Cry 4)
- Tyrant (Resident Evil)
- Wayne (Lost Planet)
- Zangief (Street Fighter II)
and characters from the following Capcom series:
- Breath of Fire
- God Hand
- Lost Planet
- Monster Hunter (At the request of their developers)
- Power Stone
- Red Earth
- Rival Schools
- Sengoku Basara
- Three Wonders
will not be playable, but it is possible that they will make stage and ending cameo appearances.
Mega Man X was once originally confirmed to be absent at the Penny Arcade Expo, although it has recently been confirmed that Zero will have an alternate color/costume that closely resembles Mega Man X. (see also: Alternate Costumes)
Ultimate Marvel vs. Capcom 3
Capcom and Marvel have officially announced Ultimate Marvel vs. Capcom 3 for both Playstation 3 and Xbox 360. Capcom claims, "Every epic character from the original blockbuster returns to the fray alongside 12 new fighters, 8 over-the-top new stages, enhanced gameplay,and more surprises to be announced." There will be 6 characters from the Marvel side and 6 from the Capcom side.
- Doctor Strange
- Firebrand (Red Arremer)
- Frank West
- Ghost Rider
- Iron Fist
- Nemesis T-Type
- Phoenix Wright
- Rocket Raccoon
- Strider Hiryu
Heroes and Heralds Mode
Starting on Monday December 19, 2011 a new mode called "Heroes and Heralds" will be automatically uploaded to the Ultimate Marvel vs. Capcom 3 games. Part of this mode is that various cards based off of Marvel and Capcom characters that consists of former playable characters from the previous games and new characters from both companies that were never used before in the Marvel vs. Capcom series will be included as cards. These cards can provide power ups for the character teams like power bonuses, regenerating life or Hyper Combo bars, and other special abilities. Only 3 cards may be assigned at a time for a battle and can be switched between battles. Whichever card is chosen as the main card will receive an additional power-up of it's abilities.
The following characters can only be used as Player Cards in Heroes and Heralds mode.
- Abomination (Hulk)
- Anti-Venom (Spider-Man)
- Beast (X-Men, Note: pre-secondary mutation appearance)
- Black Panther (Black Panther)
- Black Widow (Avengers/Iron Man)
- Blade (Blade)
- Bullseye (Daredevil)
- Clea (Dr. Strange)
- Colossus (X-Men)
- Cyclops (X-Men)
- Daken (Dark Wolverine)
- Daredevil (Daredevil)
- Dazzler (X-Men)
- Destroyer (Thor)
- Doctor Octopus (Spider-Man)
- Elektra (Elektra/Daredevil)
- Enchantress (Thor)
- Fantastic Four (Fantastic Four)
- Fin Fang Foom (Iron Man)
- Green Goblin (Spider-Man)
- Howard the Duck (Howard the Duck)
- Hulkbuster Armor (Iron Man)
- Iceman (X-Men)
- Juggernaut (X-Men)
- Kingpin (Spider-Man/Daredevil)
- Loki (Thor)
- Luke Cage (Heroes for Hire/New Avengers, Note: original Power Man appearance)
- Maestro (Hulk)
- Mandarin (Iron Man)
- Mephisto (Ghost Rider)
- Multiple Man (X-Factor)
- Mystique (X-Men)
- Nightcrawler (X-Men)
- Nick Fury (S.H.I.E.L.D., Note: Ultimate Marvel Universe appearance)
- Punisher (The Punisher)
- Professor X (X-Men)
- Rogue (X-Men)
- Red Hulk (Hulk)
- Red Skull (Captain America)
- Sabretooth (Wolverine/X-Men)
- Scarlet Witch (X-Men/Avengers)
- Serpent (Fear Itself)
- Silver Samurai (X-Men)
- Silver Surfer (Silver Surfer/Fantastic Four)
- Spider-Ham (Larval Earth Universe)
- Thanos (Avengers)
- Uatu the Watcher (Fantastic Four)
- Ulik (Thor)
- Ultron (Avengers)
- Wasp (Avengers)
- Winter Soldier (Captain America)
- Akira Kazama (Rival Schools)
- Anakaris (Darkstalkers)
- Astaroth (Ghosts 'n Goblins)
- Batsu Ichimonji (Rival Schools)
- Bishamon (Darkstalkers)
- BX-02 Blodia (Armored Warriors)
- Captain Blue (Viewtiful Joe)
- Captain Commando (Captain Commando, Note: picture includes the entire Commando team)
- Chuck Greene (Dead Rising)
- Claire Redfield (Resident Evil)
- Cyber Blue (Battle Circuit)
- Demitri Maximoff (Darkstalkers)
- Devilot (Cyberbots: Fullmetal Madness)
- Dr. Wily (Mega Man)
- Edward Falcon (Power Stone)
- Felynes (Monster Hunter)
- Fou-Lu (Breath of Fire IV)
- Franziska von Karma (Ace Attorney)
- Gene (Godhand)
- Godot (Ace Attorney)
- Grandmaster Meio (Strider)
- Hayato Kanzaki (Star Gladiator)
- Hideo Shimazu (Rival Schools)
- HUNK (Resident Evil)
- Jin Saotome (Cyberbots: Fullmetal Madness)
- June Lin Milliam (Star Gladiator)
- Kenji (Red Earth)
- Kyosuke Kagami (Rival Schools)
- Lady (Devil May Cry 3)
- Leon S. Kennedy (Resident Evil)
- Licker (Resident Evil)
- Lilith Aensland (Darkstalkers)
- Lin (Breath of Fire V)
- Lord Raptor (Darkstalkers)
- Mega Man (Mega Man)
- Miles Edgeworth (Ace Attorney)
- Missile (Ghost Trick)
- Myria (Breath of Fire III)
- Nina (Breath of Fire, Note: Breath of Fire II version)
- Princess Guinevere (Ghosts 'n Goblins)
- Rathalos (Monster Hunter)
- Rathian (Monster Hunter)
- Roll (Mega Man)
- Ryu (Breath of Fire)
- Sakuya (Okami)
- Sasquatch (Darkstalkers)
- Sissel (Ghost Trick)
- Kaijin no Sōki (Onimusha: Dawn of Dreams)
- Steven Chapman (Dead Rising)
- Vile (Mega Man X, Note: X1 appearance)
- X, aka Mega Man X (Mega Man X)
- Ryu: In Ryu's ending, he approaches Akuma for another fight. This time however, Ryu turns the tables by using his new powers as the Iron Fist.* Hsien-Ko: Hsien-Ko and her sister wake up in the Majegen realm together with Thor. As they prepare to take on a horde of monsters, Hsien-Ko and her sister argue about who's going to ask Thor out after they're done.
- Jill: Jill teams up with Blade to take on several monsters.
- Vergil: Vergil defeats Wolverine and claims the Muramasa Blade which he uses to seriously injure Wolverine. He declares that neither humans nor mutants are capable of wielding the sword's true power. The sword impresses him, but he states that both his and the sword's soul still hunger for more power.
- Phoenix Wright: Phoenix Wright is in a courtroom together with Galactus who is being prosecuted. Galactus pleas for a change of venue due to the cramped courtroom being too small for him.
- Strider Hiryu: Strider and his Legion team up with the X-Men in order to take on Lady Deathstrike and the Reavers.
- Firebrand: Firebrand becomes the new Lord of Castle Astaroth and with several new powerful minions from the Marvel Earth, he is ready for Arthur's arrival.
- Frank West: Frank is recruited by Mr. Fantastic to take on the Marvel Zombies universe. Mr. Fantastic is afraid that the zombies will cross over into their world and together with Frank, they resolve to save the Zombie Universe.
- Nemesis T-Type: Nemesis is entered into the Weapon X program and is given adamantium claws like Wolverine.
- Wolverine: Wolverine takes a break in a bar after defeating Galactus and is approached by Morrigan who seduces him.
- Hulk: Hulk is asked to help Chris fight zombies. Hulk defeats all the zombies easily, including Nemesis.
- Iron Man: Iron Man constructs a new suit based on Galactus in order to be prepared for the next time Galactus comes.
- Captain America: Captain America is given a medal and is honored for his services to the world.
- Deadpool: To celebrate his victory over Galactus, Deadpool throws a massive party in Galactus's Worldship. After attempting to add power to the DJ Booth and Margarita Machine, Deadpool accidentally blows up Cleveland and putting all of the blame on the "player".
- Doctor Doom: Doom manages to capture a portion of Galactus Power Cosmic by using a power-siphoner hidden in his chest plate. Doom declares that the entire Universe will bow down before him now.
- Super-Skrull: Kl'rt brings the remains of Galactus before a council of Galactic Empires, all of whom hail him for his great achievement.
- Thor: Thor asks Heimdal to keep an eye on the Capcom Earth, just as he always watches the Marvel one.
- She-Hulk: Jennifer gets her own TV show called "Judge Jennifer". With her super-strength, she accidentally breaks the judges table with her gavel scaring both Phoenix Wright and Miles Edgeworth.
- Spider-Man: Peter Parker tries to sell pictures of Spider-Man defeating Galactus to Jameson, who still refuses to believe Spider-Man is a hero and claims he was in cahoots with Galactus.
- X-23: X-23 brings Galactus body to Wolverine's front yard in order to make him admit that she's the best there is.
- M.O.D.O.K.: M.O.D.O.K. captures Galactus headgear and starts wearing it to the dismay of his fellow A.I.M. operatives.
- Phoenix: Jean manages to defeat Galactus, but in the process Dark Phoenix is unleashed, leaving the heroes with another great threat to face.
- Magneto: Magneto creates a paradise for mutants on Galactus worldship, Taa II.
- Storm: Storm stands on a cliff with her husband and ponders on whether all she does as an X-Man and a heroine is worth it. Afer seeing the view however, she declares that it certainly is.
- Dormammu: After defeating Galactus, Dormmamu's eyes are opened to the many different worlds ready to be conquered.
- Taskmaster: Taskmaster launches a commercial for his training program and makes loads of money.
- Sentinel: Mastermold gains control over Galactus World Ship and gains the ability to traverse dimensions which will aid its final goal: the destruction of both mankind and mutants.
- Shuma-Gorath: Shuma-Gorath came to Earth to destroy it but instead became its greatest savior by destroying Galactus. He then becomes the host of a Japanese television program called "Super Monster Awesome Hour".
- Nova: Nova reforms the Nova Corps as the Mega Nova Corps with Mega Man, Roll, Proto Man, Rush and Beat as its members.
- Ghost Rider: Ghost Rider enlists the aid of Dante and Trish and together they manage to capture Mephisto in order to force him to tear up Blaze's contract.
- Iron Fist: Iron Fist creates a new version of the Heroes for Hire with members from both worlds.
- Doctor Strange: Doctor Strange calls together magic users from both worlds in order to prevent Galactus from ever returning.
- Hawkeye: After defeating Galactus, Hawkeye creates a new version of the West Coast Avengers with members from both worlds.
- Rocket Racoon: After defeating Galactus, Rocket tries to go on a vacation. He assumes Racoon City is a haven for his kind, but instead finds it full of zombies.
- Galactus: After defeating the heroes of both Earths, Galactus consumes the two worlds.
- For the first time in Capcom history, Capcom talked about a lot of characters who would not be in the game before the release. Various Capcom employees confirmed that over 40 characters ranging from the Fantastic Four and Phoenix Wright to Cyclops and Mega Man X would not be playable in the final game.
- Although there had been been initially announced to be a story mode the game was unfortunately lacking one upon release. However one was eventually added via download shortly after Ultimate Marvel vs. Capcom 3's release as player cards that serve as powerups.
- Alternate color schemes on many of the Marvel characters reflect on past or alternate versions of the characters. For example, a Captain America color scheme reflecting when Punisher took over for Steve Rogers shortly after his death, or a red skin of She-Hulk that was designed to mimic Betty Ross's Red She-Hulk.
- In Ultimate Marvel vs Capcom 3 Ant-Man makes an appearance in Hawkeye's level three hyper combo 'tag team special', based on their famous move in which Hawkeye shoots an arrow with Ant-Man on it.
- Images from Marvel vs. Capcom 3: Fate of Two Worlds
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