In 2004 Activision released X-Men Legends, a wonderfully fun game that merged Marvel's mutants with the then-trendy action role-playing genre. X-Men Legends II quickly followed, with Apocalypse at the heart of a new sinister plot. However, with the same X-Men re-developing the same super powers, the sequel had very much a been-there, done-that vibe to it. Perhaps the folks at Raven Software felt the same way since for their third go-around, they've recruited the talents of the Fantastic Four, the Avengers and several solo agents to join the X-Men in an epic battle against an all-star cast of villains headed by Dr. Doom. It's Marvel Ultimate Alliance, and it's bigger and better than ever.

Like the previous X-Men Legends titles, Marvel Ultimate Alliance is an action role-playing game viewed from a top-down perspective. Players assemble a four-member team from over 20 Marvel heroes in a bid to thwart the plans of Dr. Doom and the Masters of Evil, a campaign that starts on Colonel Nick Fury's S.H.I.E.L.D. Helicarrier and finishes at Dr. Doom's Castle, with stops in Atlantis, Murderworld, Valhalla, Asgard and other famous Marvel locales along the way.

Although the basic mechanics of the game remain the same, Raven Software has made a number of minor alterations to help streamline the action and enhance combat. For starters, there's a much more noticeable distinction between super heroes. Thor, for example, always wields his mighty Uru Hammer when attacking enemies while Spider-Man is a much different fighter, using his agility and web-slinging abilities to his advantage.

New to the combat system are grappling combos. You used to be able to grapple with an enemy and throw them up against a wall or into a crowd of enemies. You still can, but now you can combine the grapple with an attack to create a Melee or Smash combo. For instance, Spider-Man's Smash combo leaves his adversary hanging from a sort of web cocoon, turning them into a veritable punching bag. Captain America's Smash combo, on the other hand, results in him pinning his opponent to the ground for a crushing shield blow to the throat. It's refreshing that they've expanded the number of attacks with these grappling combos but unfortunately some of them are too powerful, often being more effective than some of special powers. You can also grapple with an enemy to rip their gear out of their hands, such as a protective shield or a weapon, like an axe. You can even use these weapons against them but again, the weapons tend to cause more damage to enemies than Wolverine's claw attack for example, and that's just not right.

On the topic of special powers, that system has been tweaked slightly as well. For starters, those super heroes with the ability to fly no longer have to develop that ability. All you have to do is double jump and the likes of Storm, Thor and Dr. Strange will levitate without using up any of their energy. There are some heroes that require the use of energy to stay off the ground, such as Iceman. Then there's Spider-Man, who'll swing around the room as long as you keep the jump button pressed, at no cost to his energy. I always thought it was strange that the heroes in X-Men Legends had to learn how to fly, but in Marvel Ultimate Alliance they still have to learn how to use the rest of their special powers. The list of powers has been cut back to allow players to focus on their favorites, as opposed to creating a well-rounded hero. Not only can you spend points on improving special powers, gained by leveling up, you can also spend cash, though this tends to get very expensive at the higher rank levels. What you won't be spending cash on this time around is reviving dead teammates. When a teammate perishes in combat, you'll be able to revive them, free of charge, after a five-minute resting period.

One of the problems with X-Men Legends, especially if you played split screen multiplayer, was that the action came to a halt every few minutes as players checked their inventory to see what new equipment the team had picked up. Helmets, glove and boots with special abilities were in abundance. Not anymore. You'll still get special items but only when you beat the main villains. Speaking of boss battles, those are also quite different. Some are still button-mashing affairs but they've also mixed in some boss battles that require the use of the environment to achieve victory; falling pillars or a well-timed human cannon-ball for example. It allows you to take down seemingly invincible enemies without throwing a single punch.

Marvel Ultimate Alliance isn't without a few gameplay quirks. The camera system can still be a problem every now and then, as can pathfinding. Sometimes you'll lose one of your super heroes, only to backtrack and find them stuck behind an object or in the gap between a staircase and a wall. Then there's the quirk that's been around since the initial X-Men Legends. If you play by yourself, you'll notice, especially in boss battles, that the enemy tends to focus on the super hero you're controlling. If you think you can use this nugget to your advantage, think again. I conducted an experiment when I confronted one of the main villains. I ran around in circles, diverting his attention, while the rest of my Marvel mates attacked him endlessly, literally endlessly. During the long melee, my team dealt no damage whatsoever to the boss in question. Why is it that your super hero squad deal no damage to main villains in combat unless you get directly involved as well? It's a mystery to be sure.

The opening cinematic in Marvel Ultimate Alliance is one of the best I've seen in a video game. Between Acts, the cut-scenes are just as awe-inspiring. Then there are the cut-scenes between missions within an Act. These aren't so good. They're not ugly by any stretch of the imagination, but they're nowhere near the same quality. In that regard, there's a noticeable lack of consistency. Outside of the cinematics, the rest of the visual presentation is pretty solid. The environments are vibrant and interactive, and explosions and other effects are very impressive, but the character models could use a little more detail. As for the audio experience, it's outstanding. The voice acting is top notch, the sound effects are great and the music accompanying each of the missions is fantastic.

For the first time in the series, Marvel Ultimate Alliance offers online play. Up to four players can run through the entire game in Cooperative Mode. There's also an Arcade Mode where even though you're playing together through the game's story, you're also competing against one another to see who can deliver the most knockouts and generally cause the most damage. At the end of each level, the “Most Valuable Hero” will be revealed. It's a nice competitive twist on cooperative play. Your enjoyment of online play, however, will depend largely on your connection. I played a number of times online and while some sessions ran smoothly, others quickly came to an end when players dropped connection. For those unable to jump online, you can also play in split screen multiplayer. The great thing about online multiplayer is that while the game is paused as one player updates his character's abilities, the other players can do the same without having to wait in line. When all players are ready, the game resumes. Nice touch.

Marvel Ultimate Alliance is X-Men Legends on steroids. It's bigger and better. Raven Software hasn't deviated much from the X-Men Legends formula but with a few calculated moves, such as a decrease in available equipment and the inclusion of grappling combos, they've streamlined the action and enhanced combat. The decision to expand the roster to include the likes of the Avengers, the Fantastic Four and several solo agents alongside the X-Men breathes new life into the series. Add to that a top-notch presentation and online play, and you've got a surefire winner for Marvel fans young and old.