When action-RPG Marvel: Ultimate Alliance ships this fall, it'll be the third game to follow the beat 'em up precedent set by X-Men Legends. You'll take 20 of the most popular Marvel heroes through Atlantis, a floating military base and even an alien homeworld, powering them up and fleshing out their individual moves. Captain America, Spider-Man, Wolverine and Thor are just the tip of the iceberg, all recruited to stop Dr. Doom and his assembled team of villains.

The coolest level we saw had the heroes beating down alien Skrulls as the towering, world-eating Galactus marches in the background. Each of the characters has unique moves that accentuate their fighting styles - Cap's indestructible shield, for example, can be controlled after it's thrown, ricocheting off walls and taking down multiple enemies at once. Spider-Man webs enemies to the ceiling, Thing, obviously, beats the crap of enemies and the always-on-fire Ghost Rider could fling his unholy chains around, slapping bad guys into the air and slamming them to the ground. Then Galactus turned towards the team and started walking right through the buildings to take a swipe - we all know they wouldn't stand a chance, but hey, it's a game.

The left-to-right bashing action is the most prominent aspect of Alliance, but the stat-building RPG elements of X-Men Legends are back. In addition to leveling up the heroes, you can also craft your own super team, logo and all. Or, if you really want to make your presence known, get online and battle in a four-player co-op match. The whole game is online, and the player who beats down the most enemies gets special bonuses - that means even more powerful heroes.

Once you finish the game and save the day, a series of endings will show how your actions (or inactions) affected the entire Marvel universe - did Galactus chow down on the Skrull planet, and if so, how pissed are they at Earth's heroes for dropping the ball? That should at least give multiplayer fans a reason to fight it out again.

Aside from the main game, there are also a host of Heroic Comic Missions that recreate key moments in the Marvel canon. Here you'll act out major battles from old issues, but other players can control the waves of enemies, either steering them off the edges or piling them on top of your do-gooder self. No word if the online mode will be hindered by different teammates playing standard-def and high-def - Legends II wouldn't even let you try.

Ultimate Alliance was announced for practically every system out there, including PC, though the PS3 version is getting top billing. If there are any Wii-specific abilities to be found, Activision isn't letting them out just yet, but we're gonna say all versions will play about the same, graphic effects notwithstanding. Beyond that, expect all other differences to be cosmetic - just pick a console and go.

May 10, 2006