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For the main article, go here.

For the Capcom characters, go here.

For the characters introduced in Ultimate, go here.

Captain America

File:170px-Captain America MvsC3-FTW 2821.png

 Surrender is your only option.

Voiced by: Brian Bloom

The sole recipient of the Super Soldier Serum, Steve Rogers' deep love for his country and his unparalleled sense of justice make him one of the most respected heroes today. He has also been the long-time leader of the Avengers, a group dedicated to keeping the world safe from harm.

  And that was for Civil War.'

 (When he wins against Spencer) Doesn't exactly make me happy to take down a fellow soldier.

(After performing an Assist) Sorry, soldier!

  • Asskicking Equals Authority: His DLC costume gives him his Director of SHIELD outfit.
  • Avengers Assemble: He yells this when he is the first person picked on a team out of himself, Iron Man, Thor or Hawkeye.
  • Badass Normal: Well, he used a Super Serum to become what he is now (he was once weak and limp), but what that serum does is just enhancing his overall power and durability to the peak of human performance. Not so super, actually.
  • Calling Your Attacks:







  "Surrender" is not in my vocabulary, pal.

  (to Thor) I never thought it would come to this, Avenger...

 (when he wins against Thor) You gods need to learn that the human spirit can accomplish anything.

(in his victory image against him) Sometimes men can do extraordinary things. Even topple their gods.

 Cap: There's only one way to deal with a maniac like you.

M.O.D.O.K.: The ultimate battle of brain vs. brawn.

  (to Haggar) A true leader would only use violence as a last resort.

 All skill, no heart, no victory.

  (to Spencer) Metal parts don't make a man. It's what's inside that counts.

    • Ironically, this is also what Spencer said to Iron Man:

 It's the man that counts, not the machine.


File:210px-Deadpool MvsC3-FTW 6077.png

Yup, that's right peeps, the "Merc With A Mouth" is back in action once again, and I know you've been aching to see me! ...Oh, don't try to hide it, I saw, and heard, your reactions when I was announced, and I can't really blame you, either... For those poor little vego twerps who don't know me, [1] here's a short introduction: Originally, I was probably Wade Wilson (but in the "sequel" I really am good 'ol Double Dubya), an all around awesome guy who had money, power and chicks rolling off my fingertips. Life was good, and it got even better after Rob Liefeld was replaced with not quite so pocket obsessed writers, like Joe Kelly and Gail Simone... But before I knew anything about them, I realized something was missing me. Or rather, I had an excess of something... FRICKIN' TERMINAL CANCER!! So, I volunteered to come to The Oprah Winfrey Show and cry a little, but they wouldn't have me, so I volunteered to participate in the Weapon X Project instead, because those percent sign, ampersand, asterisk, dollar sign fucktards promised to cure me! Howevvuhr, the regenerative process was unstable. My cancer tumors disappeared, only to come back again, and again, and again, and again, and again, and again, and again, and-OH, A FOUND A HIGH-PENNY!! This is a good day! Uh, where was I again? Oh yeah, my cancerous tumor disappeared and came back in an endless cycle thanks to my regenerative ability, and eventually the constant flux between destruction and regeneration of my brain turned me into Susan also made me aware of the man with the typewriter and the yellow boxes. The end result: Former awesome McPimpin' I-think-I-was-Wade-Wilson became the Handsome, Crazy Awesome Badass who could completely obliterate the 4th wall! Talk about taking a level in badass, huh!?

I'm a pretty good all-around kind-of-guy, but boy do I know how to Troll the scrubs online! My special talent is staying in my cozy little corner and turtling, showering the enemy with bullets and bombs that have really good priority. If I've got some good partners I'm really good at locking down the opponent using that strategy. Once they try taking my spot, I can just Shoryuken their asses to the Milky Way! In case you couldn't tell, that was a God Hand reference. If you own a Play Station 2, BUY THIS GAME FROM A BARGAIN BIN OR SOMETHING! IT'S ALMOST AS AWESOME AS ME!

 And this is for lulling me into great side-scrolling adventures that were NEVER possible to beat!

  (to any Street Fighter character) Hey, I frickin' love Street Fighter! Autograph your spleen for me?

  (vs. Phoenix Wright): Objection! Wow, that is so fun to say!

  • Ascended Meme:
    • My Shoryuken. The best Shoryuken that has ever Shoryuken'd. Unlike the usual Shoryuken, my Shoryuken is used as a launcher, so it puts the opponent in a vulnerable position, it has almost no horizontal range, so it has quick recovery, and it has very short vertical range, so it's like Dan's Koryuken... Heeey, wait a sec...

  Ryu: You stole my Shoryuken? When did you...!?

    • And my win quote against Magneto references the infamous MAHVEL, BAYBEE! video:
    • And before that, my intro quote against Magneto references the other notable Magneto line from the Konami arcade game.

  HAHAHA! Magneto! Welcome... TO DIE!

  • Audience Surrogate: Due to my pancreas rapturing awesomenessishness, I essentially serve as a bridge between Marvel and Capcom fans (both old and new; heck, I'm currently petitioning for a Vulgus 2), while simultaneously referencing and mocking the ever-loving shock out of you all... Y'know, 'cuz you're all nerdish losers.
  • Blood Knight: Or, as I put it in my intro:

  Who was I supposed to kill again? Heh heh--doesn't matter!

  Health bar in your face!

    • And my winpose, which really IS full of win, has me walking up to the camera in order to bawl out the player and several of my win speeches, which really ARE made of win, actually demean the player. From the top of my head:
    • And if you were to mess up real bad and get me KO'd/If you were to knock me out (yeeeaaah, fat chance of that ever happening):
    • A dubious example, but I'll mention it either way: I'm briefly seen reading a book in my intro pose. It may or may not be the MvC3 manual or game guide... I don't know, because I never bothered to actually read it.
    • When I whoop the ass of any Street Fighter character:

  I get to be on the cover of the next Street Fighter for this, right Capcom? RIGHT?

  How did anyone ever enjoy these games without me in them?

    • In my glorious ending, which has me totally pimpin' the entirety of the game's female cast. Even the wolf. Aawwwww yeah:

  I'd invite the player in front of the TV, but you got the Player Points for winning. That's all you need!

    • And then the slightly unfortunate, but, in hindsight, not really regrettable:

  Reporter: Police are going to arrest Deadpool and his accomplice known only to the authorities as "Player".

    • Hey, look at me in the Ultimate's opening movie - it's me surfin' on Nicky's beloved "Objection!" And it's aaaaawesome. Nice to be in this game, eh? I pity the foo' who are just envious on me having the fun with that.
    • I remember back in the last game, my good buddy Cable was one of best characters. I got a kick out of seeing the whiners on the internets complaining that he didn't make it this time. It's for the best, because then I'd have to kick his butt. I thought it'd be fun to pull one over on the haters and dress up as him (For the Lulz, of course.)

  "And you thought Cable wasn't in this game..."




IT'S CUTTIN' TIME! Laalaalalalalaa~

  • Calling Your Bathroom Breaks: Well you see, sometimes I just need to, you know, have a little loo? That's why I shout "Bathroom Break!" when I tag out.
  • Combat Pragmatist: I really have to say that it almost surprised me that pretty much all the fighters are this to a degree, but only da 'Pool can level his opponents with the heads-up display.
  • Counter Attack: My Level 3 Hyper starts with me doing the sexiest walk ever seen by anyone on the face on any Earth (complete with heart-shaped bubbles surrounding my body and my chanting of "Boop boop bee doop!"), and if the opponent attacks me, I'll stun the sod before beating him/her/it with my lifebar.
  • Dissonant Serenity: My "Cuttin' Time!" attack is so totally not this... It's all the others who are Dissonantly Stern when they cut up their opponents.
  • Epic Fail: No, it isn't me who is Epic Fail. It's someone who's stupid enough to use that malfunctioning teleport system when my health is low, and the game cheered it with a Hyper Combo KO announcement. HE PRESSED THE WRONG BUTTON!!
  • Everything's Better with Spinning: If my "Happy-Happy Trigger" hyper is done in midair, I'll spin me right round, baby, right round, like a record, baby, right round, round, round while firing diagonally downward.
  • Explosive Overclocking: In my ending, which has me totally effin' pimpin' the entirety of the game's female cast, in my I-just-kicked-Galactus'-purple-ass party, I sorta kinda maybe attempted to add a Power Cosmic boost to the DJ booth and margarita machine... And then Cleveland got wiped out. And There Was Much Rejoicing. Except in Cleveland. Screw Cleveland.
  • Extreme Omnivore: Shuma-Gorath looks like calamari... 'Nuff said.
  • Fighting Clown: Absolutely not.
  • Gangsta Style: Overlaps with Guns Akimbo, among other awesome things.
  • Gosh Dang It to Heck: Well, I use "frickin'" when a stronger F-word seems more natural (and was in fact present in the source, but Nolan figured the game would explode out of sheer kickassitude if he made me swear). Still, it's not really out of character.
  • Handguns
  • Heroic Comedic Sociopath: Hero? Villain? Who cares! I kick ass right and left, and I absolutely LOVE IT!
  • Iaijutsu Practitioner: My Katana-Rama is a quick unsheathe-and-resheathe sword attack that fires off a short Razor Wind.
  • Katanas Are Just Better: I spell it out in a win quote for those who just don't get it:

  Do I kill you with the sleek but impersonal firearm, or go with the cool factor of a nice katana?

  I've noticed you're filthy rich. Luckily for you, my services are available at a very high price.


  • Practical Taunt: Hey, I don't meant to taunt you, my lovely yellow box just want to talk with me! Sorry, but you get some minor damage because of your own fault!
  • Psycho for Hire
  • Psychopathic Manchild: And how!
  • Screams Like a Little Girl: Every now and then. It's nice for a change over all the other screaming.
  • Sexy Walk: Hoo yeah, baby, I really, literally strut my stuff when I get my Level 3 Hyper going... Unless if you wonderboys decide to attack me. You'll get punished with the mighty might of... THE HEALTH BAR.
  • Shameless Self Promoter: Hey, if you're shameful, you can never promote yourself, don't ya think?

  (as I put it in my winquote) Capcom should really go back and put me in their other games. Ya know, Resident Deadpool, Mega Deadpool...

  Issun: (at the victory screen) No more inappropriate pooper-scooper quips, I see...

    • Not even the Master of the Mystic Arts can silence the Merc with a Mouth.

 Doctor Strange: Now, if only I had a spell that would shut you up...

  Hsien-Ko: I am NOT talking to myself. I'm talking to my sister. What's your excuse?

  Pineapple surprise!


Curses! Foiled again.

  (to Dante) Next time maybe you should let Nero do your fightin', skippy. Yeah.

  • Wild Card: I can be the sweetest cuddly guy you've ever met, or the crazy-ass baddie. Trust me, don't think too much about it.
  • Written Sound Effect: They pop up whenever I health bar some poor sucker[4]. What can I do? Those thingies love following me around!
  • Your Mom: To quote myself:

  Yo momma!

    • I don't see why Rocket Raccoon is so pissed off. I was certain that was her in the Bronx Zoo.

Doctor Doom

File:246px-Dr Doom MvsC3-FTW 8051.png

 To face Doom is to face one's end!

Voiced by: Paul Dobson

I, Victor von Doom, am the undefeatable main enemy of that blasted Fantastic Four, as well as the rest of the Marvel superhero community and the greatest Evil Overlord and Mad Scientist that ever lived (and would always be - Doom is immortal, and not even gods or other so-called "higher" beings can tramp me).

I was an associate of Reed Richards (Mr. Fantastic), but when he helped me to open an interdimensional rift into hell to rescue the soul of my beloved mother, because he either is incompetent or he wants to sabotage me because he's so jealous of me (perhaps both), the portal blew up my magnificent face (not even that masked, single-clawed Spanish ninja would ever be as attractive as I was). [5]

And so I blamed Richards for the whole accident and swore revenge. Then I constructed an advanced suit of armor that included an iron mask to cover my single scar horribly damaged face, and ever since then I showed myself to the world as Doctor Doom. I overthrew the previous ruler of Latveria and claimed it as my own, becoming the new and righteous dictator ruler of my country, and I could easily Take Over the World with all of my knowledge and powers beyond comprehension... If not for that... Blasted... RRRIIIICCHHAAAAAAAARRRRRDDDSS!!!

And in this world that you people called "Marvel vs. Capcom 3", Doom has appeared once again, this time working with Albert Wesker, to Take Over the World. Doom hopes that he does not disappoint, or foolishly attempt to betray Doom. And if you think Doom got beaten so many times in those videos (including the one in which Doom got "beaten" by Wesker, or Phoenix Wright. Doom will have him guilty in Latveria soon), those were just my Doombots. Doom will never put himself in such situation on purpose. And Doom is disappointed because those Capcom ilk used the Super Skrull instead of any of that cursed Fantastic Four, because apparently they cannot be implemented because of various reasons. HA! Who cares about that! Those accursed team or family of Richards are just useless, and apparently Capcom know about it! LOOK WHO'S LAUGHING NOW RRRIIICHAAAARRRRDS!!

  • A God Am I: As I become Cosmic Doom, especially in my ending where I successfully stole some of Galactus' Cosmic Power into my special armor. With that, I'm going to Take Over the World, and I declare that this is the Age of DOOM!
    • Also, these:

 (against Amaterasu, Thor, or Shuma-Gorath) It is Doom who should be worshiped!

(upon beating any of them)Even gods fall before Doom's might!

  • Anti-Air: Doom's Sphere Flame hyper goes straight up, multi-hitting the opponent who recklessly comes near, as it goes. Just as I planned, if it doesn't hit, the sphere will explode and multiple energy shots will rain from above.
  • Authority Equals Asskicking: The one and only, irreplaceable ruler of my beloved kingdom, Latveria.
  • Badass

 I do as I choose, and I answer to no one!

Turn and run now, and I will mercifully pretend this never happened.









  • Cool Chair: In Doom's intro, his Level 3 hyper, and his victory pose.
    • Slouch of Villainy: I summon my Cool Chair seemingly from nowhere in all these situations I have prepared my chair in every stage, including in the outer space, just so I can lounge evilly on it to trigger my beautiful electric trap that I also have prepared in every stage.
  • Cool Mask: Complete with an echo effect so they'll remember the terror that is Doctor Doom.
  • Crazy Prepared: Doom has prepared hidden missiles under every arena, which I can launch at will. Including outer space.
  • Did You Just Scam Cthulhu?: Doom's ending in which he has secretly stolen some of the Power Cosmic so he can rule the world. As such, Galactus is no more useful to me.
  • Difficult but Awesome: According to Max in his two-part tutorial on me.
  • Dishing Out Dirt: My Molecular Shield special.
  • Electric Torture: My Level 3 hyper, as I watch those foolish enemies tortured inside my cage before I do the final judgement on them.
  • Evil Laugh: There's nothing better than to laugh when I wreck those foolish enemies bits by bits.
  • Fantastic Racism: Those mutant scums are obsolete. They are nothing compared to Doom, and I always remind them of their pathetic fates after I won against them.
  • The Fighting Narcissist:

  The applause shall continue for another hour. The first to stop clapping will be executed.

  • Flight: I am capable of this, for a short time.
  • Frickin' Laser Beams: Either from my laser gun or from my hands.
  • Ground Pound: My Launcher Move.
  • Hammerspace: As said before, I have prepared my Hidden Missiles on every arena. Doom has plenty of them, but because he is not a dirty fighter, Doom will only fire 8 missiles at maximum.
  • Homing Projectile: A variant - said Hidden Missiles will track the enemy's position while falling from above. Wherever they are, they'll not escape their DOOM!
  • Insufferable Genius: As all insects know, Doom's intellect is unrivaled in all the wo--What mockery is THIS!?! Why do Tron Bonne and Albert Wesker have higher Intelligence stats in their profiles? Do you work at Capcom, Richards?! RICHAAAAAAAAAAAAAAAARDS!!!!!!!
  • In the Hood
  • Large Ham


  • Magitek: Doom commands both magic and science, separately or together.

 (vs Doctor Strange): Doom's mystic powers are more than a match for your own.

Doctor Strange (winquote vs one of my Doombot): You exist in two worlds, von Doom -- that of magic and that of science. You are master of neither.

  (To C. Viper) You fight with primitive toys.

 (against Dormammu) This dimension is not big enough for the both of us!

(upon winning) Return to your own world, knowing that this one belongs to Doom.

  • Powered Armor: My advanced armor covers my high-technology and Magitek systems that no one are clever enough to comprehend. Doom is that genius.
  • Shock and Awe
  • Shoulders of Doom: My armor in the story people called "Doomwar" has these, available as a downloadable content.
  • Soundtrack Dissonance: People thinks my soundtrack sounds "soothing". It's just intentional, so I can lure people to serve Doom.
  • Spread Shot: My Photon Shot special and Photon Array hyper.
  • That Makes Me Feel Angry: "You have angered Doom!"
  • Third Person Person: As a great and powerful ruler, Doom indulges in this, so people should remember how low they are compared to Doom.

 (Iron Man or Captain America) Earth's Mightiest Heroes? Bah!

(to any of the X-Men, excluding Magneto) I'll make you wish you were facing Magneto!

  Super-Skrull: I can see now why the Fantastic Four has defeated you so many times.


File:209px-Dormammu MvsC3-FTW 9560.png

 Who dares defy the Dread One?

Voiced by: Michael T. Weiss

A higher-dimensional mystical being, and absolute tyrant of his own magical realm, the "Dark Dimension". He wants to conquer all life and afterlife, exterminate any opposing conceptual forces, and rewrite the laws of nature to turn it all into a never-ending torture-camp set up to celebrate the glory of himself.

Due to actually possessing sufficient power and knowledge to potentially pull it off, Dormammu is considered as "something worse than a demon", and is the archenemy of the hero Doctor Strange, who constantly somehow manages to thwart the entity's chilling mad ambitions.





DARK DIMENSION! Welcome... To my realm...

 (one of his intro quotes) I will rule this world!

(to Thor) Now Asgard shall fall to me.

(to any villain except Shuma-Gorath) This planet is mine, and now you will die!

(to Shuma-Gorath) Fair warning... I'm coming for the Chaos Dimension next.

    • And in his ending, he wants to conquer the Capcom world as well, aided by Lord Raptor, Wesker, Akuma, and Red Arremer.
  • Eldritch Abomination: He is a billions of years old immortal member of a race of higher-dimensional mystical energy beings, and possesses power enough to threaten the existence of entire reamls
    • Referenced in his fight against Thor, possibly referencing their fight in the game's opening video:

  Not even the power of Asgard can humble the Dread Dormammu.

    • Averted against Shuma-Gorath...

  Ancient One, what is thy will?

 (to Dante, win quote) Mwahahaha! As if your insignificant abilities were worthy of my notice!

(to Dante, win screen) As you can see, not all demons are created equal. Stick to fighting Mundus, boy.

(to Trish, win quote) Ha-ha-ha-ha! You wield power ineffectively.

(to Trish, win screen) Ha-ha-ha-ha! You are but a demon's toy and do not deserve the freedom you have.

(to Doctor Strange, win screen) You were nothing to me when you were the Sorcerer Supreme. You are even less to me, now. [6]

 (winquote vs. Doctor Strange) Alas, the Dread Dormammu has defeated his greatest foe.

  (to any villains including Galactus) I have no use for you...

  Now, your soul is mine, Blaze.


File:224px-Hulk MvsC3-FTW 1996.png

A genius scientist, Bruce Banner accidentally absorbed huge amounts of gamma radiation during a bomb test. As a result, when his anger or negative emotions reach a boiling point, he transforms into the green-skinned Hulk, complete with incredible power that sets the standard for strength.

  Wolverine: In our own ways, we're BOTH monsters!






 Haggar: Big muscles don't mean anything if you don't know how to use 'em, pal.

(One of his winquotes) Puny humans try and fight Hulk. And they say it Hulk who not smart!


(to Haggar) You look strong, but Hulk strongest there is!

(to Iron Man) Hulk will break Metal Man open like a tin can!!!

(to Wolverine) Hulk break your claws this time, little man!

(to She-Hulk) Hulk no like fighting girls.

(to Doom, win screen) Doom remind Hulk of Banner. Both doctors. Both puny. HULK SMASH PUNY DOCTORS!

  (to Chris, win screen) Stupid guns no hurt Hulk!

 (One of his winquotes) All Hulk wants is to be left alone.

(triggering X-Factor) LEAVE HULK ALONE!!!

 (One of his winquotes) Who's stronger than Hulk? No one! NO ONE!

(One of his winquotes) No one stops Hulk!

(One of his winquotes) Hulk smash! Hulk win! Hulk is strongest!

  (to Phoenix) Hulk strong! Hulk wonder how strong Hulk get with Phoenix Force? Give Hulk Phoenix Force!

Iron Man

File:166px-Iron Man MvsC3-FTW 422.png

 Battle mode initiated.

Voiced by: Eric Loomis

Captured by a terrorist group in a war-torn region, Tony Stark created a battle suit to help him escape. Afterwards, he improved the battle suit to become Iron Man, and has dedicated himself to protecting the peace since.

  (One of his winquotes) Don't feel bad about it. My armor analyzed your weaknesses and calculated every possible attack.




Target acquired! PROTON CANNON!

Unlocking Power Inhibitor! IRON AVENGER!

 So, you doing anything after this?

Told you. A nice candlelight dinner would've been better.

    • He also has a special win screen quote should he defeat Morrigan last, possibly confirming the pair:

  I think we can sort out our differences over dinner. I'll have the best chefs flown in.

  (against Captain America): This armour knows your next move before you do, Steve.

  (to Spencer) Take it from me, son. Metal doesn't make the man.

 (against M.O.D.O.K. or Doom): Let's see who really has the better toys, shall we?

(after beating either one) Pfft. You call that tech? I'll show you tech.

(after beating Spencer) Give me a call if you want an upgrade, son.

(intro vs. Nova) Nova Force power vs Stark Tech, huh? Bring it, flyboy!

  • Oh Crap: When fighting The Hulk, he really wishes he had come decked out in the Hulkbuster Armor.
  • Power Echoes: He gets a bit of this, mostly due to robotic modulation for his voice while suited-up.
  • Powered Armor: The Poster Boy of this trope.

 Arthur: Sir Iron Man, if you should ever be in the Demon Village, I would much appreciate the use of your armor.

Taskmaster: I could use that armor in my classes.

Hulk (when tagging in Iron Man): Metal Man!

    • In his ending, he builds a new armor based on his fighting data with Galactus; the Galactus-Buster Armor.
  • Shoulder Cannon
  • Suspiciously Similar Substitute: His theme is a remix of War Machine's from MvC, which is at the same time a remix of Tony's theme from Marvel Super Heroes, making it a rearrangement of a rearrangement. This dates back to the first Marvel vs. Capcom, where Rhodey took Tony's place due to legal issues (in MvC2, the two underwent Divergent Character Evolution, and Tony's a one-man show again in 3).
  • Trash Talk:

 (One of his winquotes) A shame to waste the good armor on such an easy fight.

(One of his winquotes) You put up a good fight, but I had the superior tech, skills, and experience.

(One of his winquotes) I don't think I'm always right. I know it.

(after beating Hulk): What was that about 'Hulk Smash,' again?

(pre-fight against Spencer): Just the arm? What? Can't afford the rest of the suit?

    • This could tread dangerously into Dude, Not Funny territory if you know Spencer's backstory. Not only is he actually WITHOUT a left arm, but his bionic arm means more to him than you may think... since it's his wife.

 Spencer (win quote): It's the man that counts, not the machine.

Spencer (win screen): This arm of mine isn't as good as your suit, but we can work out the kinks, right... partner?


File:231px-Magento MvsC3-FTW 3092.png

 Learn now... why they call me the "Master of Magnetism"!

Voiced by: Tom Kane

With almost complete control of magnetism, Erik Magnus Lehnsherr, birth name Max Eisenhardt, is one of the most powerful mutants alive. A survivor of the Auschwitz concentration camp during World War II, he developed the idea that genetically superior mutants should be the ones to rule over mankind. Fighting for the sake of mutantkind, he is a calculating character who stops at nothing to achieve his goals.


HYPER GRAV(itation)!







  • Cool Helmet
  • Counter Attack: His Force Field.
  • Difficult but Awesome: Much like in MvC2, he still has his hard-to-execute loop combos.
  • Evil Laugh: One of his win quotes and Delayed Hyper Combo quotes is this, along with Gravity Squeeze as mentioned in Calling Your Attacks above.
  • First-Name Basis: He calls the X-Men by first name, as a nod to their relatively close association. Magneto has even joined the X-Men more than once, includingNation X.
  • Flight: He's capable of this, for a short time.
  • Glass Cannon: He has a pretty low 850,000 life, but his loop combos do pretty good damage and he retains much of his speed from MvC2.
  • Ground Pound: In his Magnetic Shockwave hyper.
  • Gravity Master: First seen with his Hypergrav special and Gravity Squeeze hyper. In Ultimate, he gains the ability to further attract and repel his opponents.
  • Insistent Terminology: A variant; he references the Marvel Universe's definition of mutants [7].

  (to Wesker) Mutants are born, not created.

 (One of his winquotes) They call me the Master of Magnetism. That moniker describes but a fraction of my capabilities.

(against Wolverine): How foolish for a man with metal bones to face me.

(upon winning): Be grateful I did not rip the adamantium from your very bones!

(win screen against Iron Man): Facing me in a metal suit of armor... What were you thinking?

(win screen against Captain America): Your shield, though metallic, cannot be controlled by my powers. Fascinating.

 (One of his winquotes) Today mutantkind assumes its rightful place in the world.

(One of his winquotes) Accept the superiority of mutantkind. I may spare your life.

(One of his winquotes) A war is coming. This was but the first of many victories for mutantkind.

(Winquote vs Rocket Raccoon) So, you are no mutant? I care not of your welfare. Be gone!

  (One of his winquotes) The time for subtlety is passing. Now is the time for change.

  (One of his winquotes) I had thought to recruit you for my Brotherhood. Your performance has caused me to reconsider the offer.

 (winquote against Vergil): Shame you're not a mutant. You'd make a good addition to my Brotherhood.

 (to Dante) Brash. Arrogant. Rude. Even a white head of hair. You remind me of my son [Quicksilver] in many ways.

(to Vergil) Your appearance reminds me of my son. Let's see if you boast his speed in battle.

  • You Will Not Evade Me: His Hyper Grav, if successfully hits the opponent, will drag him/her closer to him. Also, one of his Ultimate-only moves ("Attraction") involves him regularly pulling his enemy closer to him, wherever they may be.
    • His Level 3 (Gravity Squeeze) can hit the opponent wherever they are. Fortunately, it still can be blocked.


File:243px-MODOK MvsC3-FTW 7460.png

 If you think I've evolved beyond the joys of murder, you'd be wrong!

Voiced by: Wally Wingert

Formerly just a regular human, George Tarleton was forced to become a living human experiment and was subsequently turned into M.O.D.O.K. (Mental Organism Designed Only for Killing). Calling himself the Scientist Supreme and using his vast intellect and psionic powers, he annihilated all those who were involved in his experiment.

  By my calculations, you'll be dead within seconds!

  • Ax Crazy: In some of his attacks, he shouts "DIE!"
  • Badass Boast: A surprising one, delivered to freaking Nemesis, of all people.





LIMIT BURST! Don't move!



 Arthur (when tagging in M.O.D.O.K.): Pumpkin Head!

Hulk (when tagging in M.O.D.O.K.): Big Head!

Wesker: I do so look forward to dissecting that ridiculously large brain of yours.

Deadpool: So... basically I just beat up Humpty Dumpty in a rocket chair, huh?

(to Joe) It pains me to hurt one with such a great cranium, but your verbosity left me no choice.

  (to Amaterasu, Thor or Shuma-Gorath) Now I can add killing a god to my resume.

 Death is like candy!

 Chris: I've seen some God-forsaken monsters in my time, but you are by far the ugliest.

(Victory screen vs. Shuma Gorath) And they call ME odd looking.

  • Homing Projectile: Subverted with his Balloon Bomb, which is just semi-homing (it will stop moving after some distance), but played straight with his Jamming Bomb which slowly homes in on opponent.
  • I'll Kill You!

  (intro vs. Rocket Raccoon) You're cute. Time to die!

  • Magikarp Power: How his Analyze Cubes work. Each time one successfully hits, his forehead gem begins to glow and his specials and hypers either do more damage and gain new properties (his triangular energy barrier grows in size and his smart bombs mess with your controls, among others).
    • Also, a Hyper Psionic Blaster fully charged through this method (after about 10 uses of the Analyze Cube) can top 100 hits! How powerful is that?
  • Mirror Match: Lampshaded.

  (to himself) Never again will I forget to lobotomize one of my clones!

 C. Viper: [on her phone] I've found M.O.D.O.K., the leader of A.I.M... Understood.

Jill: Target acquired.

 This isn't over!

  • Troll: According to fans, at least. He has been re-christened M.O.D.O.T., the Mental Organism Designed Only for Trolling, in the eyes of many. Most of his quotes also roll along this.
    • Ascended Meme: The developers basically confirm this with Event 21, where the player needs to fight teams of 3 M.O.D.O.K.s until the final battle.
  • The Unexpected
  • Use Your Head: His Battering Ram special and its hyper variant, Limit Burst.
  • Wave Motion Gun: His Hyper Psionic Blaster. If fully charged with his Analyze Cube, it can result in a 100-hit combo.


File:205px-Phoenix MvsC3-FTW 2923.png

Telepath Jean Grey became the vessel for the powerful Phoenix Force, which grants Jean near god-like powers when it becomes fully active. When she can no longer control her powers, a split personality, the Dark Phoenix, awakens. The Dark Phoenix lives only for destruction, and its thirst will never be quenched.



I'm at full power! PHOENIX INFERNO!!!

    • Averted when she's Dark Phoenix. Then, she just mocks you and laughs maniacally.
  • Did You Just Punch Out Cthulhu?
  • Difficult but Awesome: Her health is so low that some level 3 hypers or just a particularly good combo can one-hit kill her. Her damage output, mix-ups, hypers and special abilities mean that even getting in that combo can be pretty difficult.
  • Face Heel Turn: During her ending, Dark Phoenix completely takes over and the Marvel and Capcom heroes are forced to fight her.
  • Fiery Redhead: Emphasis on "fiery".
  • Fighting Your Friend: Against any of her fellow X-Men.

 (to Wolverine) How I wish this wasn't you, Logan.

  • Fireballs: Her TK Shot special.
  • First-Name Basis: She calls her X-Men buds (Logan/Wolverine, Laura/X-23, Ororo/Storm, and Erik/Magneto) by name.
  • Flash Step
  • Flight: She's capable of this, for a short time.
  • Glass Cannon: Exaggerated - In exchange for powerful offense, a healing field, and a one-time-use resurrection super, Phoenix has incredibly low health, the lowest in the game. Even when you factor her resurrection giving her a second full (albeit dwindling) health bar, she's still among the characters with the lowest total health in the game. In Ultimate, she has even less health. And, as another catch, her Dark Phoenix special can only be activated if she has a Level 5 super.
  • Heal Thyself: Her Healing Field hyper.
  • Homing Projectile: The strong version of her TK Shot homes in on opponent.
  • Kick Chick: An honorable mention.
  • Not So Different

  (To Akuma) We're more alike than I'd like to admit.

  Thor: Ye be a fiery woman with spirit to match the bravest Asgardian! Alas, your skills felt short.

  Vergil: There's a darker power that lies dormant in you. Why do you hesitate to embrace it?


  (to Morrigan) You remind me of Selene, maybe that's why I didn't take it easy on you.


File:232px-Sentinel MvsC3-FTW 4911.png

 Attention: cease and desist.

Voiced by: Jim Ward

A robot mutant hunter developed by Bolivar Trask, a scientist who felt that mutants were becoming a threat to mankind. Without developing their own artificial intelligence, Sentinels dutifully obey their orders, no matter who gives them.







  • Does Not Compute: Apparently, it can't find the difference of Wolverine and X-23, because she has his DNA.

  (To X-23) Wolverine DNA detected in female mutant. DOES NOT COMPUTE. DOES NOT COMPUTE. DOES NOT COMPUTE.

 Sentinel: Threaten target! / Undermine target's confidence!

 (against any of the X-Men, Magneto and Deadpool) Mutant entity detected.

Magneto: Mutant-hunting abomination!

(after beating any of them) Mutant entity eliminated. Operation successful.

Spencer: Mutant genocide...? Yet another failure of human engineering. Don't worry, it's not your fault, I understand.

  • Invulnerable Attack: Its normal attack can disperse projectiles.
    • Even more fittingly, Hard Drive is completely invulnerable throughout its duration. If two Sentinels do Hard Drive one after another, the one that did it second lands a hit or two only at the end.
  • Killer Robot
  • Lag Cancel: It can cancel its dash with crouching and then dashing again, making it quicker to approach opponents.
  • Lightning Bruiser: Even after having its ample supply of health reduced in a patch, Sentinel still hits quite hard and can more than keep up with characters thanks to the aforementioned Lag Cancel. Most of his attacks are fairly slow, however.
  • Nerf: Received a severe health nerf (from 1.3 million to around 910k) with the March 22nd patch. He now only marginally outdoes Spiderman, Dante and several other Glass Cannons and Fragile Speedsters. Ultimate brings him down even further to 900000.
    • Even with his downgrades many early tier lists have him placed at the top or close to it.
  • Oh Crap

  (to Shuma-Gorath and Akuma) Unknown entity detected. Proceeding with extreme caution.


File:157px-She-Hulk MvsC3-FTW 3944.png

 Today I'm Judge, Jury, and Executioner.

Voiced by: María Canals Barrera

Robert Bruce Banner's (Hulk) cousin. After being gravely injured, Jennifer Walters received a blood transfusion from Banner which allowed her to transform into She Hulk. Her transformation extends as far as her personality, going from meek and mousy to strong-willed and confident.

  (One of her winquotes) You just got pulverized by 700 pounds of lean, green muscle, sweetie.

  • Ascended Extra: She was one of the frozen warriors in Marvel Super Heroes.
  • Ass Kicks You: One her Hyper Combos ends with an earth-shaking butt-drop onto the opponent.
  • Boobs of Steel: Has a considerable rack, and is the most physically-oriented female fighter in this game. She's also the female fighter with most health (at 1,150K).
  • Breaking the Fourth Wall: As of Ultimate, she'll remind Deadpool that she's done this, too.

  I can break the fourth wall too, ya know?

    • Her win-screen quote after beating Deadpool:

  You know, if this game were made in 1991, I'd be the one whacking YOU with a health bar.

    • Ultimate also gave her a new victory quote against Deadpool:

  If there's ever an MvC4, I'll destroy you there too, Wade.


 (To Hulk, who no like fighting girls) You know what they say: The female is the deadlier of the species.

Hulk (when he wins against her): Girl Hulk stronger than Hulk thought.

  • Not Drawn to Scale: In a group render, they have her basically being the same height as Trish, Chun-Li, Jill Valentine, and Crimson Viper. Since she measures to about 7 FEET TALL, that's impossible.
  • Not So Different

  (to Chun-Li) You and I have more in common than you think. Maybe once you wake up we can talk about it.

 She-Hulk: This is bad!

  • Stripperific
  • Wrestler in All of Us: Compared to her cousin, she's more of a grappler than a bruiser. She also uses a clothesline, elbow drop, dropkick, and Senton Bomb.
  • Written Sound Effect: Many of her special attacks produce them.
    • Heavy Strike: CRAAACK!
    • Runner's Start > Chariot > Clothesline: KRACK!
    • Runner's Start > Catapult > Shooting Star: WHAM!
    • Runner's Start > Catapult > Flying Drop Kick: WHUNK!
    • Runner's Start > Catapult > Diving Senton: WHUNK!
    • Emerald Cannon (Hyper Combo): WHUUUNK! > Emerald Impulse: WHAAAM! > Emerald Disaster: WHUNK!
  • You Gotta Have Green Hair: Because the gamma radiation in Bruce's blood affected their cells too.


File:251px-Shuma-Gorath MvsC3-FTW 5798.png

 Embrace... CHAOS!

Voiced by: Paul Dobson

A supernatural being of another realm. As he will assume the form of whatever it is that beings fear, he has no true form. Having taken a liking to Earth, he has tried to rule over the planet many times since the prehistoric age, but has usually been thwarted by a shaman or magic user, such as Doctor Strange.

  • Accidental Hero: In his ending.
  • Affably Evil: It seems that's the general opinion Capcom has of him and implements it in the games, after his debut in the series, in which his ending was fitting of his status, almost all of Shuma Gorath's subsequent endings consists of him doing something not evil to outright good; and in this installment things were no different, with him becoming a Japanese game show host.
  • Ascended Extra: Has been one since the Marvel Super Heroes days: Shuma-Gorath's pretty much better known to gamers than to Marvel comic-readers, as he seldom appears in the comics.
  • Badass Arm-Fold: Combined with combat tentacles. Be afraid.
  • Badass Boast:

 How would a creature like you stand a chance of defeating the Infinite!?

    • Ultimate added a new hint of aggression towards Dormammu...

 You stand no chance of defeating me, hellspawn!







  • Catch Phrase: His phrase "Waste of flesh" has stuck with him in each of the games he has been in.
  • Combat Tentacles: Word Of Seth states that this is why he got into these games in the first place, as well as explaining why he made the cut over Doctor Strange (Capcom Japan wanted something more creative than a "guy with a cape").

 Hsien-Ko: Woah, I don't even want to touch that!

Haggar: Doesn't look like an arm lock's gonna work on you. Whoa!

    • Naughty Tentacles: As a normal grab, he strangles the opponent with his tentacles and sucks the opponent's energy. It looks... suggestive. No wonder Japan loves him.
      • Morrigan is rather interested in Shuma's tentacles.

  Morrigan (after defeating Shuma): My, what strong tentacles you have. I hope the party is just getting started.

  • Did You Just Punch Out Cthulhu?: Almost literally. However, much like Dormammu he has problems entering lower planes, as fully manifesting would automatically wipe out any surrounding worlds from aura pressure alone. Even Doctor Strange is extremely pressed against him, and the most powerful known demon lords are supposed to be as mice in comparison. In his home realm, and in many of his versions throughout Marvel media, he's humongous. His size change for the game could be explained by his lower level of power based upon what realm he is in.
  • Downloadable Content
  • Eldritch Abomination: He's basically Cthulhu.

 I am He Who Sleeps But Has Now Awakened!

Chris: Found a new B.O.W. I'll take care of it.

Thor: Midgard shall now be rid of your stench, foul creature!

Hulk/Arthur (when he tags out with Shuma): Starfish Aliens/Starfish Demon!

Jill: You are not one of Wesker's B.O.W.s. What are you?

  • Evil Eye: Throws six at a time!
  • Evil Laugh: Sometimes he introduces himself before a match with cackling laughter.
  • Extra Eyes: For his Quoggoth costume.
  • Eye Beam: As a regular attack, special move, and hyper.
  • God of Evil: He and Dormammu both fit this trope well, though unlike Dormammu, Shuma actually is a god.
  • Heel Face Turn: Shuma's ending involves him becoming the unlikely savior of the Earth, even though he intended to conquer it. He eventually accepts this, and then HE GETS HIS OWN GAME SHOW.
  • I'll Kill You!

  (Intro vs. Vergil) I'll eviscerate you, half-breed!

 Shuma-Gorath: What a handsome devil you are!

    • And when he beats Shuma-Gorath:

 An eye for an eye!

  • Multiversal Conqueror: Just like how Dormammu threatens this when he beats Shuma-Gorath, he returns the favor:

 (winquote vs. Dormammu) I come for your dimension next!

(winquote vs. Dr. Strange) With you out of the way, this dimension finally belongs to Shuma-Gorath. Ha ha ha ha!

  • Not Drawn to Scale: In the Ultimate Marvel vs. Capcom 3 intro trailer, Shuma-Gorath is shown to be FREAKING GIGANTIC. Big enough to break through an entire building. Big enough for one of his tentacles to be able to completely flatten Chris. Big enough for Felicia to look like an insect on his head. In-game? He meets eye to torso with most of the cast. The size presented in the intro is far closer to the size he is in the comics.
  • Oculothorax
  • One-Shot Character: Shuma-Gorath's inclusion in the franchise has always been odd, considering that he's almost never seen in the comics. Aside from a few classic appearances in Doctor Strange back in the day, Shuma-Gorath is barely known outside the games.
    • Coincidentally (or perhaps intentionally) he made a reappearance in the comics in the same month vanilla MvC3 was released.
  • Power Echoes
  • Physical God: He is the god of chaos, hailing from the Chaos Dimension itself.
  • Power Creep, Power Seep:He would likely be the most powerful magical character on the Marvel side, and being the only Doctor Strange enemy who likely exceeds Dormammu. Shuma's only weakness in the comics is being banished by comsic beings. Any punch or kick to him he would scoff at. His power (and size) is also limited directly by how much influence he holds over that dimension. He doesn't hold much sway over Earth's dimension, so it's very possible that he's already at his full strength.
  • Ship Tease: Shuma is shown to have a thing for Hsien-Ko.

 (against Hsien-Ko) A living corpse! How quaint!

(upon winning) As a bride to one of the Old Ones you would be given many dimensions as a dowry!

  • Smug Super: Even with only one eye and no other facial features, you can tell he's a smug bastard. He's the only character who seems to go out of his way to strike poses after he attacks, whether this be his Badass Arm-Fold or his B-Boy stance.

 (to Haggar) You govern... but without any REAL power!

(to Ghost Rider) The power of Hell is no concern to the Lord of Chaos.

  (victory vs. Vergil) You're an embarrassment to demons everywhere.

 Everything in this world will be devoured by chaos, and then become a part of me!


File:269px-Spider-Man MvsC3-FTW 3997.png

 Look out, here comes the Spider-Man!

Voiced by: Josh Keaton

While attending a public science exhibit, young Peter Parker was bitten by a radioactive spider; this granted him special abilities, and he became the hero Spider-Man. When his beloved uncle was killed by a criminal Peter could have apprehended but chose not to, he swore to live by the creed of "With great power there must also come great responsibility."

  Sorry, little guy. Beating you up is like stepping on a kitten.

 Spencer: You don't know nothing about swinging!

Spencer: And that is how you fight in the air. Punk.






Crawler... ASSAULT!

Get ready... MAXIMUM SPIDER!

  You've got great power, Albert, but you're not very responsible with it.

    • Also spoofed in one of his intro quotes:

  With a great power, comes a great beatdown.

    • And one of his standard winquotes:

  Sometimes with a great power comes the great responsibility to beat the bejeezus out of somebody.

  (to himself) Was that a clone me or a Skrull me I just beat? I can never tell sometimes.

  What is it with me and cat women named Felicia? Jeez.

  Spider-Man: Bring it on, Nemesissy!

  • The Rival: Wesker and Taskmaster. There's even an achievement for winning an online match for beating the latter with Spidey (or the other way around).

 Spider-Man: You kiss your mother with that face?... jeez.

Taskmaster: Hey there, slick! We meet again.

    • As of Ultimate, Strider Hiryu seems to rival him once more, similar to the first Marvel vs. Capcom.
  • Trash Talk: In almost all of his quotes.

 (after beating Doctor Strange): So now you're, what? Sorcerer Kinda-OK-ayish?

(win screen quote versus Strange): Jeez... next time maybe you should cast a spell that'll make you not suck.

(versus Deadpool): Hey Mister WIIIIIIIIIILLLLLLLLSON! ...You suck.

Wolverine (when he wins): That sure shut ya up, now didn't it, punk?

 Dude, you suuuuuck!


(intro against Ryu) You've got a black belt in stupid if you think you can beat me!

(after winning) I must admit, beating the living snot out of you was a great honor.

  (winquote vs. Firebrand) You know, you sort of look like the guy who ruined my marriage...[10]


File:283px-Storm MvsC3-FTW 5748.png

 You now face Storm of the X-Men.

Voiced by: Susan Dalian

Though she survived the ordeal, Ororo Munroe's parents died when a plane crashed into their home. Being buried under rubble proved a traumatic experience that would leave her with severe claustrophobia. Orphaned, she became a street thief in order to get by. She was later recruited by Charles Xavier, and decided to put her powers to use for good as a member of the X-Men.

 (to Phoenix) I hated to do that to you, Jean. You are like a sister to me.

(to Chris Redfield) Rarely have I met a man with such a strong moral compass. I regret that we had to meet in combat.

  (To any X-Men) There is a reason I lead the X-Men.







 Come forth wind! By the power of Gaia and the power of the wind!

 This battle could have been avoided. Next time, we must seek a peaceful solution.

I may treasure peace, but I am very good at making war.

  (to Jill) Now you encounter REAL power.


File:235px-Super Skrull MvsC3-FTW 5790.png

 There's far too much trash in the universe.

Voiced by: Charlie Adler

Kl'rt is a genetically-engineered super soldier created by the Skrulls to defeat the Fantastic Four, who stopped their invasion of Earth. His pride and tendency to look down on others is not unique to him, but a characteristic of the Skrull race in general.

 Are you having fun yet? DIE! DIE! DIE! JUST DIE!!!










  Nova: Act like jerks, your planet gets eaten. It's called karma, dude.

 Burn, ignorant creature! GYAHAHAHAHAHA!

    • Also sometimes during his Elastic Slam and when performing Inferno in the air.
  • Heel Neutral Turn: Convinces the denizens of the fused universes to join the Skrull empire for their protection after beating Galactus.
  • Kick Them While They Are Down: His Worm Squash special, which can only hit a downed opponent. While other fighters have OTG-hitting attacks, he takes this trope literally.
  • Lag Cancel: He can cancel his dash with crouching and then dashing again, making it quicker to approach opponents.
  • Large Ham:

 Burn, ignorant creature!

  There is only ONE Super Skrull, as you now plainly see.

 (performing a Launcher Move) WEAKLING!

 (to Hulk) If you are the strongest humanity has to offer, then Earth will soon fall to the Skrull Empire!

(to Ryu) You are the pinnacle of human perfection, which means nothing to me!

(after defeating Chris) Which is more obsolete? Your weapons, or YOU!?

(after beating Wesker) You should kill whoever gave you those meager enhancements. They have availed you nothing in battle!

(after defeating Ryu) Not bad! Ha-ha-ha!! For a human...

  (to Chris) You should stick to fighting zombies!

  Doom: This battle has reminded me of that infernal Fantastic Four. For that, you shall not live to fight another.

  (to Zero) For all your weapons and upgrades, you lack the spirit of a true warrior.


File:249px-Taskmaster MvsC3-FTW 5799.png

Tony Masters learned many moves by watching videos of heroes in action, and used his photographic reflexes to copy them and make them his own. Considering himself a businessman, Taskmaster opened a mercenary school for training criminals in the fighting arts.

  HAHA! Maybe I should teach you how to use that shield, Cap!

 Give me six months and $99,999.99 and I'll train you up from a zero to a world-class merc!





SECRET MOVE! I can see through that! SWORD OF BLACK KNIGHT!


 Spider-Man: Huh... You kiss your mother with that face? Yeesh.

Hulk (when tagging in Tasky): Skull Head!

  (to Ryu, Akuma or Tron) I do this for the cash, not for the thrills.

  • Otaku: A weapons otaku, it seems.

 (to Hsien-Ko or C. Viper) Ooh, hidden weapons. This'll be fun.

(to Hsien-Ko or C. Viper) Maybe you need some more weapons.

(to C. Viper) You got a lotta nice weapons here, toots. Don't mind if I help myself to 'em, do ya?


File:222px-Thor MvsC3-FTW 5254.png

 Let yon battle be dedicated to Odin, the Allfather!

Voiced by: Rick D. Wasserman

Thor is the son of Odin, ruler of Asgard, the home of the gods. Known as the strongest warrior in Asgard, his prideful ways were reformed after spending time living as a human. Currently, he is a member of the Earth's mightiest heroes, the Avengers.





Feel Heaven's wrath! MIGHTY PUNISH!

I shall never tire! MIGHTY THUNDER!

By Odin's beard! MIGHTY TORNADO!

  (to Cap) Because of my respect for thee, I shall end this quickly.

  "Heed my words, evildoers! If thou dost wish to challenge the Odinson, thou will face the divine power of mighty Mjölnir! Never shall the god of thunder relent!"

    • Ultimate gives him another one.

  "Behold, I am Thor, son of Odin, and defender of Asgard! If thou are foolish enough to challenge Thor, you will find Mjölnir powerful enough to BREAK YOUR SKULL!"


    • Haggar lampshades this:

  Haggar: Whoa, you got the poise, power and mic skills to make it big! Let me call my buddies at the CWA for ya!

  (To Cap) Because of my respect for thee, I shall end this quickly.

  Surely, wicked Loki is behind such an encounter!

 Heed my words, evildoers! If thou dost wish to challenge the Odin-son, thou will face the divine power of mighty MJOLNIR! Never shall the god of thunder RELENT!

    • Ultimate gives him a second speech.

  "Behold, I am Thor, son of Odin, and defender of Asgard! If thou are foolish enough to challenge Thor, you will find Mjölnir powerful enough to BREAK YOUR SKULL!"

  (to Storm) It is one thing to call the lightning. It is another to be its god.

  (win quote) Have my actions pleased thee, All-Father?

 (to Morrigan) Should Hela, the Goddess of Death, ever need a replacement, thou wouldst make for a fine choice.

(to Captain America, at the start of a match) Because of my respect for thee, I shall end this quickly.


File:268px-Wolverine MvsC3-FTW 4723.png

Beneath James "Logan" Howlett's gruff and crude exterior lies a noble spirit who genuinely treasures his comrades. However, in the face of his enemies he is merciless, often employing extreme measures in his methods.

 (start of line-up) You really think your Hellfire's gonna scare the guy who beat the devil?

(after winning) I've been to Hell and back, bub. You don't stand a chance!

 Ryu: Interesting... You fight like a wild animal!

Ryu: When you lost control, you lost the fight.

Felicia (when she tags out with him): Dog Man!









 It doesn't have to be like this!

    • Mood Whiplash: If you use him to defeat Pheonix, he utters the line "Sorry, darlin'" as a sign of regret. Also, one of the possible win quotes he can utter after beating her:

  That'll learn ya. Punk.

 (to X-23) No need to hold back, Laura.

(to Hulk) This time we ain't ending in a draw!

  Target eliminated.

  Sorry Erik, you just ain't gonna win this.

  (Intro vs. Nova) You're gonna need that bucket to carry around your severed head.[11]

  (to Felicia) Heh...That's how you fight with REAL claws, darlin'.

  Ouch!...Yer one vicious kid.


File:159px-X-23 MvsC3-FTW 8534.png

 I'm the second best at what I do.

Voiced by: Tara Strong

Cloned from a damaged Wolverine gene sample, X-23 (baptized Laura Kinney by the scientist who looked after her) was created for one reason: to be the perfect killing machine. For years, she proved herself a notable assassin, though a series of tragedies eventually led her to Wolverine and the X-Men, with whom she now seeks to turn her life around.

 Already identified seventeen ways to beat you.

 (Her intro against them) Enjoy those looks while you still got 'em.

(Her winquote against them) Not so pretty now, are ya?


 (after beating Spider-Man): Didn't much appreciate being called 'Wolverette'.

  • Emo Teen: Not as bad as you'd expect in this game, but she does have her moments:

 (victory screen, versus a villain) I...I am not a weapon!

(victory screen, versus Trish) You too were created for a purpose you did not wish to fulfill. You have my sympathy.

  There's more than one way to skin a cat.

  • Opera Gloves
  • Rolling Attack: Her Rage Trigger hyper involves her doing a rolling slash twice before doing a somersault kick.
  • Shadow Archetype: Of Wolverine. She admitted herself as the second best there is at what she does, and she sought to be the #1.
  • Trash Talk

 (when winning against Wolverine) So... Who's the best there is again?

(vs. Nemesis) I was gonna carve up your face, but it looks like someone beat me to it.

(taunt) Let me know when the fight starts.

(winquote vs. Iron Fist) Get a new act, dude. Kung fu is so 70's.

  Felicia: Wow! I love your claws.

  (to Amaterasu) So... any relation to Wolfsbane?

  (to all villains minus Sentinel) Get out of here before I REALLY get mad!

Final Boss: Galactus

File:6135574-10658564-thumbnail 6201.jpg

 You are not unlike an ant fighting the Sun.

Voiced by: Jonathan Adams

The sole survivor of the universe before the Big Bang, Galan was recreated into a "galactic ravager" by the sentience of the previous universe. In order for the giant-sized goliath to survive, Galactus feeds off the energy of living planets, which are located by his herald the Silver Surfer. He supposedly does fine when getting his kilojoules by eating stars, though.

  • A God Am I: Very justified.
  • Above Good and Evil: Base Breaker, and even Galactus himself has acknowledged that it is all just egotistical rationalisations to quell his aching conscience.
  • Anticlimax Boss: Though he looks big and scary with his instant-kill and un-avoidable attacks, after beating him only a couple of times, even just once, it's pretty easy to beat him every time after that, depending on the difficulty. During his first stage, he only has ONE attack that comes from above, meaning if you have a character with a flight mode (Trish, Storm, etc.), the ability to swing (Spider-Man, Spencer, Taskmaster, etc.), or simply a double or triple jump (Deadpool, Chun-Li, Viewtiful Joe, etc.), you can avoid most of his first stage attacks, and never even have to block unless he does an overhead. On top of that, even when he gets to his second phase, he STILL doesn't have many attacks that reach upward. Hell, some players even find that the mini bosses are harder than Galactus himself because you have to fight two at a time, and they have a tendency to ruin hypers and combos when trying to combo one of them, then having the other from half screen away hit you with a projectile and get punished for a totally legit set-up.
    • Not to mention some characters can dodge ALL of his second stage attacks besides his instant-kill one as well! Characters that can go high enough can even dodge the 'un-dodgable' attack where he fills the screen with lasers by going up high enough at the right time, and getting up as high as possible to the right side of the screen and above Galactus's hand. For example, Amaterasu can do this just fine. It gets a bit silly in Ultimate's unlockable Galactus Mode where it is almost impossible to lose accidentally as te player is free to use all of his moves and see how hard they hit.
  • Attack of the 50 Foot Whatever: Keeping with tradition of the series with the end boss being bigger then the heroes. Hell, he's even bigger than Apocalypse, Onslaught and Abyss's three forms combined!
  • Badass Boast

  I am Galactus, and my power is absolute!

 M.O.D.O.K.: I must admit, I had my eye on your helmet the entire time.

  (to Thor, Shuma-Gorath, or Amaterasu) I am not without mercy, you may serve as my herald.

  (to Ryu or Akuma) Congratulations, you have doomed your world.

  • Soundtrack Dissonance: If he wins the final fight, the same triumphant theme plays, even as the world is being destroyed. Played less straight if you watch his ending.
  • SNK Boss: You have 99 seconds to take care of the Heralds, whittle down Galactus' health, and hopefully finish him off before his supers end you and the Earth! This boss has godly defense, a normal attack which takes almost 3/4 of your active character's health bar, a Charged Attack that will drop a Sphere of Destruction to instantly KO your active character (and he is incredibly resistant to damage while charging), and a screen-filling 185-hit (or more) super which deals insane chip damage if blocked or a guaranteed loss of your on-screen characters if it hits!
  • Third Person Person: Several of his intro quotes do this.
  • Trash Talk: When he loses, he says:

  How dare you! I now must squash you like the bug that you are!

    • Before fighting Ryu and Akuma:
    • Before fighting Amaterasu, Shuma-Gorath, or Thor, he'll say:

  If you can be a god, then what shall we call Galactus?

    • Against Cap or Iron Man:

 Much like the Fantastic Four, you are nothing to me.

What does "Earth's Mightiest Heroes" mean to one who rules the universe?

    • And against Dante, Deadpool, Spider-Man, or Viewtiful Joe:

 (before match): Why do you laugh in the face of your own destruction?

(afterward, if he wins): Where is your laughter now?

    • Against Doctor Strange:

 (before match): The ancient forces you draw upon mean nothing to one as old as the universe.

(after a win): You dare pit your mystic arts against the Power Cosmic? Arrogant fool!


  1. and I'm going to personally force feed meatloaf for having ignored my existence for so long
  2. Even though you may as well find it on YouTube if you look. Yeah, Didn't Think This Through, did I...
  3. Why yes, that's Nightcrawler's famous line. Hey, I don't get sued for stealing a line, right?
  4. The health bar makes THWOKK! The special bar first does a BAAAM!, then when it's time to knock it outta the park, it goes SLAAAAMMMMM!!!
  5. Remember that Doom had been already warned by Richards - it's just a source bias problem.
  6. A reference to the fact that, in the comics, Dr. Strange is no longer the Sorcerer Supreme.
  7. Mutants have their powers/genetic abnormalities from birth, mutates--such as Spider-Man and Deadpool--gain their powers from other sources but were born as normal humans; Wesker falls under the latter category.
  8. Iron Man
  9. Deadpool (very rare)
  10. Mephisto
  11. A reference to Nova's nickname in the comics, Buckethead.
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