An early title for the Xbox 360, the original Marvel: Ultimate Alliance drew favorable comparisons to Raven's X-Men Legends franchise and was one of the original standouts on the system, offering up deep RPG features and tons of characters from the deep Marvel Comics universe. Now, courtesy of developer Vicarious Visions, the sequel is finally launching for Xbox 360 gamers, presenting even more Marvel characters, both well-known and fairly esoteric, and the same solid action-RPG elements of the original game. However, the sequel adds in even more depth and opportunity for character development through the Civil War plotline, which causes a huge rift in Marvel's superhero world and turns friend into foe. While the combat elements could stand to be fleshed out a bit more (it still feels like a button-masher at times) and the formula is mostly the same as the previous title, the RPG elements are still solid and the new story is definitely one that Marvel fans will get behind.

The storyline in Marvel: Ultimate Alliance 2 draws from several different comic arcs from the Marvel universe, most notably the "Civil War" crossover from 2006 and 2007, and the five-issue "Secret War" arc. Following a catastrophic battle between superheroes and villains that results in the deaths of 612 civilians, public outcry begins to rally support for the Superhuman Registration Act, which would require all meta-humans to either register themselves and reveal all kinds of personal information (including secret identities) or effectively become outlaws. Once the act passes, this naturally splits the superhero community into two halves, those that are pro-registration, and those that are anti-registration, leading to a lot of broken alliances and conflict.

This is where you come in. Early on in the game, you are required to make a choice and pick what side you will fight on, Pro or Anti-Registration. Depending on which path you choose, you'll have access to different missions and subplots as well as heroes that are only available on one side or the other. As you progress through the storyline and talk to other superheroes (and villains), you'll be able to have different results by choosing different responses through the dialogue chain system. The game offers up multiple endings depending on which arcs you take, which is a nice touch that opens up the replay value quite a bit.

The combat is largely the same type that you experienced in the first game, albeit with some key new additions, the biggest of which being fusion attacks. These allow you to perform special combo attacks that couple the powers of the game's heroes together, letting you pull off some great attacks capable of serious damage. When queuing up an attack, you're often required to tap on the button in order to do things like increase the radius to damage more foes. There are many different types of fusion attacks, and regardless of the members in your party, you're likely to be able to pull off at least a couple of different ones.

The combat is not without its foibles, unfortunately. The basic attacks are still pretty much a button-mashing affair, requiring little more than spamming the light attack in order to wail on your foes. While you can (and are often required to) pull off throws and pull shields away from enemies, as well as utilize your special powers for both more power melee attacks and long-range attacks, the skirmishes are often hard to follow when there's a lot of intense on-screen action and it's easy to get lost.

The rest of the game is likely how you'd remember it from the last title. The RPG upgrade system works mostly the same. As characters fight, they'll have the ability to level up and gain better stats, stronger attacks and more abilities.

The camera can also be disagreeable, adding more difficulty to the combat. While you can move it around at times, other times it will stop whenever it wants and not zoom in nearly as much as you might want it to.

Graphically, the game looks pretty solid, but is not without issue. The environments and character models have been cleaned up a bit, and the physics engine is well implemented. The aforementioned camera issues are still a pain, and the framerates have a tendency to get bogged down when the action picks up.

The sound effects are well done, which some good music and battle sounds. The voice work is hit and miss, with some characters sounding great, like Deadpool and his token wisecracks, while others can sound pretty lousy.

Marvel: Ultimate Alliance 2 is not without a few gameplay issues, and some of the experience feels slightly old-hat. However, it offers up enough story elements and characters that fans of the original game should be able to rally around behind.

Gameplay: 8.5
Solid RPG elements and tons of characters both old and new play up the game's strengths, and the ability to play on either the Pro or Anti-Registration sides are a great touch. There are some issues with the combat, however, as it often becomes a mindless button-mashing affair, and much of the gameplay experience has been recycled from the last game.

Graphics: 8.0
The character models have been cleaned up quite a bit and the environments look pretty good, but there are some troublesome framerate problems and the camera is a pain.

Sound: 8.0
The game's music is well done and the sound effects are good, but the voice acting is a mixed bag.

Difficulty: Medium

Concept: 8.5
The game's branching story arcs and dual campaigns are a great feature, and allow for many gameplay possibilities.

Multiplayer: 8.5
The game allows you to play co-op with three other players online or off.

Overall: 8.5
While the combat is a bit too much on the button mashing side, the RPG elements are solidly implemented and the different stories make for a branching experience that hardcore Marvel fans should check out.