Marvel Ultimate Alliance (walkthrough)

Marvel Ultimate Alliance
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            _    _ _   _______ _____ __  __       _______ ______ 
           | |  | | | |__   __|_   _|  /  |   /|__   __|  ____|
           | |  | | |    | |    | | |   / |  /    | |  | |__   
           | |  | | |    | |    | | | |/| | / /  | |  |  __|  
           | |__| | |____| |   _| |_| |  | |/ ____ | |  | |____ 
            ____/|______|_|  |_____|_|  |_/_/    __|  |______|
                  _      _      _____          _   _  _____ ______ 
            /   | |    | |    |_   _|   /   |  | |/ ____|  ____|
           /    | |    | |      | |    /    |  | | |    | |__   
          / /  | |    | |      | |   / /  | . ` | |    |  __|  
         / ____ | |____| |____ _| |_ / ____ | |  | |____| |____ 
        /_/    _______|______|_____/_/    __| _|_____|______|

                        FAQ/WALKTHROUGH (PC Version)
                              v1.02 2006-11-15
               Copyright 2006 by Barry Scott "PapaGamer" Will

A premium version of this guide is available. See

for more information.

MUA                         CONTACT INFORMATION                           MUA

To contact me about the guide, send email to:

Please include "MUA FAQ" in your subject line so I do not auto-discard the 
message. Also, please read the FAQ carefully prior to asking for help on any 
part of the game. If you send me additional suggestions or hints for the game 
and I find them useful, you will be acknowledged in the Credits.

If you find this guide useful and would like to contribute a small token for 
my efforts, you may send money through PayPal to:

Or use the Donate link found on my Web site:

Thank you, and enjoy the guide!

MUA                          TABLE OF CONTENTS                            MUA

                  Basic Gameplay..........................1.02

                  Act I
                     Helicarrier Hoedown..................2.01
                     Omega Base Are Belong to Us..........2.02
                     Attuma Numa Yay......................2.03
                     Duck a'la Mandarin...................2.04

                  Act II
                     Handbasket Express...................2.06

                  Act III
                     Bridge Over Frozen Waters............2.07
                     Frosty the Snow Giant................2.09

                  Act IV
                     Free as a Deathbird..................2.10
                     Planet Eaters Anonymous..............2.11

                  Act V
                     The Doom Song........................2.12

               Trivia Game
                  Act I...................................3.01
                  Act II..................................3.02
                  Act III.................................3.03
                  Act IV..................................3.04
                  Act V...................................3.05

               Version History & Credits..................4.00


To quickly find a section, press CTRL-F or CMD-F and type the full number 
code for the section. For example, search for 2.02 to find the section on the 
Omega Base mission.

MUA                               OVERVIEW                                MUA


These are the default controls for the keyboard/mouse and for a standard 
dual-analog gamepad. All controls can be customized in OPTIONS>CONTROLS.

      | Action             | Key                | Gamepad            |
      | Move Forward       | W                  | Left Analog Up     |
      | Move Backward      | S                  | Left Analog Down   |
      | Move Left          | A                  | Left Analog Left   |
      | Move Right         | D                  | Left Analog Right  |
      | Normal Attack      | Keypad 4           | Button 2           |
      | Smash Attack       | Keypad 6           | Button 3           |
      | Use                | F or Keypad 8      | Button 1           |
      | Jump               | SPACEBAR           | Button 4           |
      | Guard              | V or Keypad 5      | Left Trigger       |
      | Call Allies        | C                  | Left Shoulder      |
      | Select 1st Hero    | Up Arrow or F1     | D-Pad Up           |
      | Select 2nd Hero    | Right Arrow or F2  | D-Pad Right        |
      | Select 3rd Hero    | Down Arrow or F3   | D-Pad Down         |
      | Select 4th Hero    | Left Arrow or F4   | D-Pad Left         |
      | Camera Zoom In     | Home               | Right Analog Up    |
      |                    | or Mouse Wheel     |                    |
      | Camera Right       | Page Down          | Right Analog Right |
      |                    | or Middle Mouse    |                    |
      |                    | Button + move      |                    |
      |                    | mouse right        |                    |
      | Camera Zoom Out    | End                | Right Analog Down  |
      |                    | or Mouse Wheel     |                    |
      | Camera Left        | Delete             | Right Analog Left  |
      |                    | or Middle Mouse    |                    |
      |                    | Button + move      |                    |
      |                    | mouse left         |                    |
      | Use Powers         | 1 - 8, 0           | Right Shoulder +   |
      |                    |                    | Button 1 - 4       |
      | Toggle Map         | M                  | Left Stick Button  |
      | Scroll Map         | LEFT CONTROL       | Right Trigger      |
      |                    |            + Camera Controls            |
      | Hero Details Menu  | F12                | Button 9           |
      | Start/Pause        | ESC                | Button 10          |
      | Next Mouse Target  | TAB                |                    |
      | Prev Mouse Target  | Z                  |                    |
      | Quick Mouse Power 1| Q                  |                    |
      | Quick Mouse Power 2| E                  |                    |
      | Mouse Attack Obj   | LEFT SHIFT         |                    |
      | Hide HUD           | F10                |                    |
      | Screenshot         | F11                |                    |
      | Talk (Multiplayer) | T                  |                    |

Here's an (admittedly crude) representation of a generic, 10-button, dual-
analog stick controller:
                  ____________               ____________
                 / LS______                /   ______RS 
              /    _                                        
             /   _| |_                                (4)    
            /   [_ D _]                            (3)   (2)  
           /      |_|           (9)    (10)           (1)      
          /                 _                 _                 
         (               ,~' '~,           ,~' '~,               )
                       (  LA   )_________(   RA  )             /
                       |'~,_,~'           '~,_.~'|            /
                       |                         |           /
                       |                         |          /
                       |                         |         /
                       |                         |        /
                       |                         |       /
                       |                         |      /
                       |                         |     /
                   ____|                         |____/

D     = D-pad
LA/RA = Left and Right thumbsticks
LT/RT = Left and Right triggers (small shoulder buttons)
LS/RS = Left and Right (large) shoulder buttons

*NOTE* The game uses the four face buttons on your gamepad for executing 
Powers and playing mini-games. It displays the buttons on screen in the 
following pattern:


USE         SMASH


In order for the on-screen display to match your button configuration, you 
need to map the buttons on your controller accordingly. So, if your button 
configuration is:

(3)   (2)

then map the buttons:
1 = Normal Attack
2 = Smash Attack
3 = Use
4 = Jump

If your button configuration is:

(2)   (3)

then map the buttons:
1 = Normal Attack
2 = Use
3 = Smash Attack
4 = Jump

And so on.

                               BASIC GAMEPLAY

 Changes vs X-Men Legends
If you played X-Men Legends (especially II), here's a quick rundown of the 
differences. Once you know these, you can jump right in and play.

* "Xtraction Points" are now "S.H.I.E.L.D. Access Points" (SAP). They have 
the S.H.I.E.L.D. eagle logo instead of an X. They are, otherwise, exactly the 
same and allow all the same functionality (Saving, Changing Team, Teleporting 
to another Access Point, etc.)

* Tech Bits are now S.H.I.E.L.D. Credits; they're still money.

* Heroes have eight normal powers and one extreme power.

* (PC Only): Using the keyboard, all powers are used by pressing the 
corresponding number key (1 through 8 and 0 for the extreme). There's no 
"Powers Menu" when using the keyboard.

* There are no health or energy packs. Health and energy orbs appear as you 
defeat enemies and break objects. These orbs automatically restore the health 
or energy of the nearest hero. If that hero doesn't need any health or 
energy, the next closest hero receives the boost and on down the line. (Note: 
passing of orbs from one hero to the next only operates in Story Mode. In 
Arcade Mode, you must move your hero over the orb to receive the boost.)

* KO'd heroes must "rest" for five minutes. You can then revive them at the 
next SAP using the "Revive Team" option. You no longer have to pay to revive 
downed teammates.

* You can buy skill ranks. The more skill ranks you buy, the more new skill 
ranks cost. Sometimes, you can only increase a skill by purchasing new ranks; 
you can't use skill points to get new skill ranks.

* Each hero can only equip one special item. There is less equipment in the 

* Each hero has four outfits, and each outfit can be upgraded using Credits. 
The types of upgrades vary for each outfit.

* There's no store. You can sell excess items on any hero's equipment screen; 
however, once "sold", you can't buy it back because there's no store.

* You can now play through the main story in competitive multi-player instead 
of just cooperative multi-player.

* To use extreme powers, you need momentum. Momentum is gained by using 
"finishers". A finisher is any combo attack that takes out an enemy. In this 
case, "combo attack" refers to a sequence of melee attacks, not a combination 
power attack. For example, using Trip (ATTACK - SMASH - ATTACK) to take out 
an enemy would be a finisher and you will gain momentum. You will also 
occasionally get momentum from treasure drops--they look like really big 
orbs. An individual hero's momentum shows as a yellow meter around the 
character portrait.

* Whenever you execute an extreme power, all members of your team that have 
their extreme power unlocked and have a full momentum meter, will also 
execute their extreme powers.

 After Beating the Game Once
While you're playing the game, all the characters and outfits you unlock are 
saved in a 'settings.dat' file in My DocumentsActivisionMarvel Ultimate 

When you start a new game after beating the game once, you can do a few 
things differently:

1) You can choose the team you want to use in the very first mission (on the 

2) You can use any previously unlocked character and outfit.

3) You can play in Hard mode (it doesn't matter if you previously beat the 
game on Easy or Normal mode).

4) You can choose to use default character stats or use the stats from a 
previously saved game. (This does mean you can run your high level characters 
through Easy mode, if you really want to.)

If you want to start a "clean" game, delete the 'settings.dat' file (you 
might want to copy it somewhere else first, so you can retrieve your 
unlockables later). The game will create a new settings.dat file when you 
start it up again.


 Character List
The following characters are your starting team:
* Captain America
* Spider-Man
* Wolverine
* Thor

The following characters are available at the first SAP:
* Ms. Marvel
* Mr. Fantastic
* Storm
* Invisible Woman
* Luke Cage
* Thing
* Iron Man
* Human Torch
* Elektra
* Iceman
* Deadpool
* Spider-Woman

The following characters must be unlocked during the game:
* Dr. Strange--rescued during Act I
* Ghost Rider--rescued during Act II
* Blade--win a mini-game in the Murderworld Carnival
* Daredevil--collect 5 Daredevil action figures*
* Black Panther--collect 5 Black Panther action figures*
* Nick Fury--beat the game on Easy or Normal difficulty
* Silver Surfer--beat all the comic missions (simulator)

*There are more than five of each action figure in the game. Once you've 
collected five, the remaining action figures become experience point bonuses.

The following characters are exclusive to 6th-generation console versions of 
the game* (X360, PS3, Wii):
* Colossus
* Moon Knight

*A mod that allows PC users to have Colossus and Moon Knight has been made. 
This file is available at:

DISCLAIMER: I did not make the file nor do I support its use. I have used it 
myself and experienced no problems. Use at your own risk.

The following characters are alternate costumes for other characters:
* War Machine (Iron Man alternate #2)
* Scarlet Spider (Spider-Man alternate #2)
* Beta Ray Bill (Thor alternate #2)
* Blue Mage (Dr. Strange alternate #2)
* Ventura (Ms. Marvel alternate #2)
* Spider-Girl (Spider-Woman alternate #3)
* Binary (Ms. Marvel alternate #3)
* Phantom Rider (Ghost Rider alternate #3)

Note that these alternate characters do not have different powers; just a 
different outfit.

Each hero has three alternate costumes. To unlock alternates #1 and #2, you 
must play as the character and gain approximately four (4) levels as that 
character. To unlock alternate #3, you must beat the comic mission for that 

 Special Teams
You can put together teams of heroes that give you bonuses. For any team 
where more than four heroes are listed, any four from the group will make the 

* Agents of S.H.I.E.L.D.: +5 All Resistances
  Captain America, Nick Fury, Spider-Woman, Wolverine

* Agile Warriors: 10% Reduced Energy Cost
  Spider-Man, Deadpool, Elektra, Daredevil, Black Panther

* Air Force: +15% Max Health
  Human Torch, Ms. Marvel, Storm, Thor

* Alternate Identities: +5% Criticals
  Iron Man (War Machine), Ghost Rider (Phantom Rider),
  Ms. Marvel (Ventura), Spider-Woman (Secret Wars)

* Assassins: +60% S.H.I.E.L.D. Credit Drops
  Blade, Deadpool, Elektra, Wolverine

* Avengers: +5% damage
  Captain America, Thor, Iron Man, Spider-Woman, Ms. Marvel

* Bad to the Bone: 5% Damage Inflicted as Health Gain
  Ghost Rider, Blade, Luke Cage, Wolverine

* Bruisers: +15 Strike
  Captain America, Ms. Marvel, Thing, Luke Cage

* Classic Avengers: +15% Max Energy
  Captain America, Iron Man, Thor, Black Panther

* Dark Past: +5% Experience
  Elektra, Ghost Rider, Blade, Spider-Woman

* Defenders: 5% Damage Inflicted as Health Gain
  Dr. Strange, Iceman, Luke Cage, Silver Surfer

* Double Date: +5 Health Regeneration
  Mr. Fantastic, Invisible Woman, Storm, Black Panther

* Fantastic Four: 20 health per KO
  Mr. Fantastic, Invisible Woman, Thing, Human Torch

* Femme Fatale: +5% Damage
  Elektra, Invisible Woman, Ms. Marvel, Spider-Woman, Storm

* Flashback: +15% Max Health
  Captain America (WW2), Daredevil (Original),
  Ghost Rider (Original), Ms. Marvel (Original),
  Wolverine (Classic), Iceman (Original), Iron Man (Classic)

* Martial Artists: +15 Striking
  Black Panther, Captain America, Daredevil, Moon Knight, Nick Fury

* Marvel Knights: +6 Body, Strike, Focus
  Spider-Man, Luke Cage, Black Panther, Dr. Strange, Daredevil, Moon Knight

* Marvel Royalty: +60% S.H.I.E.L.D. Credit Drops
  Dr. Strange, Thor, Storm, Black Panther

* Natural Forces: 5% Damage Inflicted as Health Gain
  Thor, Iceman, Storm, Human Torch

* Natural Leaders: +5% Experience
  Mr. Fantastic, Dr. Strange, Captain America, Storm

* New Avengers: +5% all resistances
  Captain America, Luke Cage, Wolverine, Spider-Man, Spider-Woman, Iron Man

* New Fantastic Four: +15% Max Energy
  Wolverine, Luke Cage, Spider-Man, Ghost Rider

* Power Platoon: 20 Energy per KO
  Silver Surfer, Thor, Ms. Marvel, Iron Man

* Raven Ultimates: +6 Body, Strike, Focus
  Colossus, Silver Surfer, Deadpool, Iceman, Invisible Woman, Thing, 
  Moon Knight

* Scorchers: 10% Reduced Energy Cost
  Ghost Rider, Human Torch, Storm, Thor

* Super Natural: +5 Health Regeneration
  Thor, Ghost Rider, Dr. Strange, Blade

* Think Tanks: +15% Max Health
  Mr. Fantastic, Iron Man, Spider-Man, Dr. Strange

* Weapons Specialists: +5% Criticals
  Blade, Captain America, Deadpool, Elektra

* X-Men: +15% Max Energy
  Storm, Wolverine, Iceman, Colossus

 My Team
MUA gives you the ability to form your own team and gain team bonuses. When 
you reach the beginning of the Atlantis mission, you can form a personal team 
of four heroes. Using three or more of the heroes from your roster allows you 
to earn team reputation and team skills.

To build your team, first select the four heroes you want to form the base of 
your roster. Then click the My Team button at any SAP (or during the initial 
selection process at the beginning of the Atlantean mission). Choose to 
create your team from scratch, select a logo, enter a team name and your team 
is formed. Or, choose to use one of the three pre-formed teams.

* Avengers (Captain America, Ms. Marvel, Iron Man and Thor)
* Fantastic Four (Mr. Fantastic, Invisible Woman, Human Torch and Thing)
* Marvel Knights (Black Panther, Doctor Strange, Luke Cage, Spider-Man)

Now that you have your team roster, you will begin earning Reputation points 
for completing objectives. Each 100 Reputation points earns you a team level; 
at which time you receive a team skill point. You can spend team skill points 
on team skills.

* Team Vitality: Boosts team's maximum health
* Team Synergy: Boosts team's maximum energy
* Team Force: Increases all damage done by your team
* Team Focus: Increases experience points gained
* Team Tactics (requires team level 5): Increases the rate at which you gain
* Team Bench (requires team level 5): Increases team roster slots

You'll earn Reputation points and gain the benefit of Team Skills as long as 
you are playing with at least three heroes from your Team Roster. Changing 
the heroes in your Team Roster costs 50 Reputation points per change; so, 
you're better off waiting until you can purchase Team Bench skill ranks to 
increase your roster size.

 Unique Conversations
Most of the time, in conversations with NPCs, only the NPC's dialogue is 
vocalized. Sometimes, if you have a specific hero on your team when speaking 
to an NPC, you will get a fully voiced, unique conversation between the hero 
and the NPC.

* Elektra & Bullseye
  Act I, Helicarrier, Command Deck (Contributed by Cyrus Majin)

* Deadpool & S.H.I.E.L.D. Agents
  Act I, Helicarrier, Barracks (Contributed by Cyrus Majin)

* Thor & Radioactive Man
  Act I, Helicarrier, Barracks

* Captain America & Winter Soldier
  Act I, Helicarrier, Barracks (Contributed by Carlos)

* Deadpool & Black Widow
  Act I, Stark Tower (Contributed by Cyrus Majin)

* Wolverine & Dum Dum Dugan
  Act I, Omega Base, Wrenchworks (Contributed by Carlos)

* Iron Man & Crimson Dynamo
  Act I, Omega Base, Wrenchworks

* Mr. Fantastic & Dr. Bruce Banner
  Act I, Omega Base, Project Labs

* Spider-Man & Mysterio
  Act I, Omega Base, Project Labs (Contributed by Carlos & James P.)

* Spider-Woman & Grey Gargoyle
  Act I, Mandarin, Golden Court

* Dr. Strange & The Ancient One
  Act II, Sanctum Sanctorum (Contributed by Cyrus Majin)

* Deadpool & The Ancient One
  Act II, Sanctum Sanctorum (Contributed by Cyrus Majin)

* Dr. Strange & Wong
  Act II, Sanctum Sanctorum

* Invisible Woman & Jean Grey
  Act II, Murderworld, Big Top (Contributed by Thomas H.)

* Wolverine & Jean Grey (more than one)
  Act II, Murderworld (Contributed by Cyrus Majin)

* Black Panther & Mephisto
  Act II, Inferno, when you try to free Ghost Rider
  (Contributed by Thomas H.)

* Thor & Mephisto
  Act II, Inferno, when you try to free Ghost Rider

* Thor & Sif
  Act III, Courtyard of the Gods

* Wolverine & Vision
  Act III, Courtyard of the Gods (Contributed by Thomas H.)

* Luke Cage & Wrecking Crew
  Act III, Bifrost Bridge, Midgard Gate (Contributed by Thomas H.)

* Spider-Man, Lizard & Scorpion
  Act III, Asgard, The Great Forge (Contributed by James P. & Kashkin)

* Blade & Volla
  Act III, Niffleheim, Shore of Corpses (Contributed by Kashkin)

* Spider-Man & Lockjaw
  Act IV, Royal Library (Contributed by James P.)

* Captain America & Dark Captain America
  Act V, Doom's Lair

* Spider-Man & Dark Spider-Man
  Act V, Doom's Lab

MUA                             WALKTHROUGH                               MUA

Areas with a S.H.I.E.L.D. Access Point (SAP) are marked with an (S).

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ ACT I ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

                            HELICARRIER HOEDOWN

* Flight Deck
* Command Deck (S)
* Barracks (S)
* Upper Batteries

* Furious
  Rendezvous with Colonel Fury on the bridge of the U.N.N. Alpha.

* The Scorpion's Sting
  Defeat the Scorpion in battle.

* Nuclear Disaster
  Stop the Masters of Evil from launching the helicarrier nuclear missiles.

* Bullseye's Target
  Defeat Bullseye in battle.

  Protect the helicarrier engine from the Masters of Evil.

* Dragon's Fire
  Defeat Fin Fang Foom before he can destroy the helicarrier engines.

[] Strike point: Barracks
[] Body point: Barracks
[] Focus point: Upper Batteries

You start the game with Captain America, Spider-Man, Thor and Wolverine. 
Overall, not a bad team; and, certainly good enough to get you through what 
amounts to the tutorial stage of the game.

Follow the path around the flight deck of the helicarrier, getting rid of the 
Ultron warriors in your path. These guys are not that tough and can be taken 
out mostly with normal and smash attacks. Captain America's Shield Throw is 
very useful.

After the second U-turn catwalks, you'll run into Scorpion; your first mini-
boss. Take out the Ultron minions surrounding him, then devote yourself to 
smashing the bug. Use Mjolnir's Might (Thor) liberally. This battle is made 
easier by the health and energy orbs that periodically pop up.

This is the tutorial stage, after all.

After Scorpion is defeated, grab his "Tail", slog through a few more generic 
bad guys; then, enter the Command Center of the helicarrier and talk to Nick 
Fury. After you're through with him, turn around and walk onto the elevator 
and press USE to exit the bridge.

The elevator takes you from the bridge to the command deck. Right in front of 
you is your first S.H.I.E.L.D. Access Point (SAP). You can save your game or 
change your team members. Go right from the SAP and enter a control room.

After the cutscene, pull the smashed transformer away from the wall (any 
character can pull the equipment--you don't need Might). There's another 
transformer to the left, pull it into place. The console on the upper catwalk 
is now active and you can USE it to open the force field that blocks your 

Enter the launch bay and find the missile control consoles; each is marked on 
your map with a red X. There is one to the right and one to the left. 
Regardless of the order in which you destroy them, the second missile is 

A five-minute timer starts counting down in the lower right of your screen. 
Return to the central platform for a fight with Bullseye. The objective is to 
take care of him as quickly as possible, since you only have five minutes to 
complete this objective. Bullseye obviously has some damaging ranged attacks; 
try to stay behind him and beat him up. He shouldn't be that much trouble.

Enter the room behind Bullseye and USE the panel to self-destruct the 
missile. Go down the stairs and onto the elevator to enter the Barracks. 
There's a SAP in front of you; nearby, a laptop is laying on the floor, grab 
it for later. Just past the SAP, turn into the first room on your left.

In single player mode, this is your first chance to use the AI heroes to 
perform simultaneous actions. There are two consoles, each with a green X in 
front of them. Take control of a hero and move to a green X and press USE. 
Switch to another hero, move to the other green X and press USE. Both heroes 
will turn and activate the consoles simultaneously.

The force fields down the hall will come down and S.H.I.E.L.D. agents will be 
released. Talk to the first one you see. As you go down the hall, you can 
enter the agents' rooms and read their personal diaries--nothing important; 
just fun.

At the end of the hall, if you turn left and jump up to a little alcove, you 
can get a Strike point upgrade. Turn right and jump up and you have your 
first meeting with Radioactive Man and Winter Soldier. Concentrate on Winter 
Soldier; when his health gets low, both mini-bosses will flee.

Follow them until you reach a large, outdoor platform next to one of the 
engines. Here you have to fight both of them to the death. Beam attacks work 
better on both evildoers; Radioactive Man, especially, is resistant to 
standard melee attacks.

Move around a lot and practice dodging (quickly press GUARD while moving) to 
avoid the ranged attacks of both bad guys. When they are down, find the 
platform to the right (as you face out toward the engine) and jump or fly up 
to get a Body point upgrade.

Head back the way you came, and find the exit point marked on the map. This 
takes you to the Upper Batteries. Fight your way through a horde of minions 
until you exit onto the helicarrier's upper deck. Fin Fang Foom, a huge 
dragon, alights and threatens you; then, he takes off.

Run forward to a gun battery and press USE to take control. Fire at FFF while 
he flies around. When you hit him, you'll be knocked off the gun turret. Take 
this opportunity to run away as FFF is about to land. FFF has two attacks: 
five fireballs projected from his mouth in an arc in front of him and a huge 
claw strike. Both these attacks are very short range.

Stay back away from FFF and hit him with ranged attacks. Deal with the 
minions that pop up now and again and keep into FFF with beams and other 
long-range powers. He'll take off again, so run forward and use the guns to 
bring him down. Rinse and repeat until FFF is history. Mop up, collect your 
goodies and go back inside.

                        OMEGA BASE ARE BELONG TO US

* Stark Tower (S)
* Wrenchworks (S)
* Omega Exterior
* Project Labs (S)
* Top Deck

* Detecting Dugan
  Locate Dum Dum Dugan to find out what's happening on the Omega Base.

* Resuming Control
  Protect Dum Dum Dugan as you escort him to Central Control.

* A Long Way to the Top
  Stop the Omega Base by reaching the control room on the upper deck.

* Ultimate Ultron
  Stop the Masters of Evil from stealing the Ultron upgrades.

* Neural Nightmare
  Don't let the Masters of Evil unleash the neurally enhanced Super Soldiers.

* Gamma Detonation
  Take Dr. Banner and deactivate the Gamma Bomb before it explodes.

* The menace of MODOK
  Defeat MODOK in battle before the Omega Base slams into the dam.

 Optional Objectives
* Train Wreck
  Disable the primary drive for the Omega.

* Database Destruction
  Stop the Super Soldiers from destroying the Omega computer.

* Cyber Speak
  Find Dr. Pym's cybernetic helmet on the Omega Base and return it to him at
  Stark Tower.

* Electronic Secrets
  Get the decryption module from Black Widow and take it to The Vision.

[] Strike point: Tony Stark's Office (Stark Tower)
[] Focus point: Tony Stark's Office (Stark Tower)
[] Body point: Tony Stark's Office (Stark Tower)
[] Sketch Book: Tony Stark's Office (Stark Tower)
[] Daredevil action figure: Wrenchworks
[] Captain America's Simulator Disc: Wrenchworks
[] Body point: Wrenchworks
[] Wolverine's Simulator Disc: Project Labs
[] Sketch Book: Top Deck
[] Black Panther action figure: Top Deck
[] Focus point: Top Deck

After the FMV sequence, you'll be able to explore HQ: Stark Tower. Within the 
main room you can find:

* A S.H.I.E.L.D. Access Point
* Upgrades for Body, Strike and Focus
* A sketch book to unlock concept art
* A training simulator (though no missions are yet unlocked)
* A review computer to let you see what collectible items you've found
* A trivia computer you can use to earn XP by answering trivia questions
  (answers are found further down in this guide)

You can complete the optional Electronic Secrets quest by talking to Vision, 
then Black Widow, then Vision again. Talk to Dr. Hank Pym to open the Cyber 
Speak optional quest. When you're ready to begin your first mission, talk to 
Wyatt Wingfoot. First ask him to investigate Black Widow's laptop, which you 
picked up on the helicarrier; then ask to be taken to Omega Base.

As you enter Omega Base, you'll be informed you now have access to a 
S.H.I.E.L.D. Port. Open the Game Menu (PAUSE) and choose Portal to open a 
portal back to base (Stark Tower). Once in the base, you can use the 
equipment/SAP at the base, then use the portal to return to where you opened 
the portal.

Portals are one-use only--once you return through the portal, it disappears. 
You must then wait five minutes before opening another portal. Portals do 
last through saved games; so, you can use them to save your game and quit 
playing for a while.

In the first room after the entrance, you'll meet Dum Dum. After your 
conversation, he'll follow you and you must make sure he stays alive. Shortly 
after Dum Dum joins your group, you'll be tasked with taking out the primary 
drives of the base. When you receive this mission, the first drivetrain gear 
is directly in front of you. Destroy it; then, go to the other end of the 
room and destroy another. In the lower area of this room is a Daredevil 
action figure.

After the first drivetrain room, you'll enter a control room. Unfortunately, 
Dum Dum can't access the engines from here, so you have to get to the bridge. 
Go out the right door of the control room to pick up a Simulator Disc 
(Captain America). Go around to the other side of the control room to get a 
Body Upgrade.

The next room features a fight against Crimson Dynamo. This one's pretty 
tough as Dynamo can reflect melee damage back in a fiery explosion and he's 
fairly resistant to energy beam attacks. Try to stay back and hit him with 
melee ranged attacks (e.g. Captain America's Shield Throw or Mr. Fantastic's 
far-reaching punch).

After the fight with Dynamo, there are two more gears at the far end of the 
room. Destroy them; then, continue to the Omega Exterior. This is a side-
scrolling level (you have no control over the camera). A helicopter will show 
up and begin firing missiles at you. Whenever you see a red circle form on 
the walkway, quickly get out of the way.

Fight your way along the exterior of the base to the Project Labs. There's a 
SAP; just beyond is a room full of comatose Super Soldiers. Mysterio shows up 
and overloads the neuralyzer and you've got six big bad guys looking for a 
piece of your hide.

Now is the time to use traps or AoE powers. Stunning powers also work well--
anything to keep the soldiers off-balance and unable to gang up on you. In 
the next hallway, enter the room to the left to meet Dr. Bruce Banner. 
(Unfortunately, you don't get his green alter ego in this game.) He'll lead 
you to a control room to shut off a gamma bomb. Before following him, find 
Dr. Pym's cybernetic helmet on a table in a corner of the room (opposite the 
exit door).

Of course, the control panel is damaged. Leave the control room and head 
straight across the hall. In the next hall, enter the first room to the right 
and pick up a Simulator Disc (Wolverine). Go down the hall to the large room 
at the end, destroy the mobs and use the control panel in the center of the 
room. Dr. Banner is now able to deactivate the bomb.

Continue out of the large room, through the door to the left of where you 
came in. Next up is Mysterio and this is a very tough fight. Mysterio creates 
two projections of himself and destroying the projections is a waste of time. 
Unfortunately, in the chaos, it's difficult to tell which is the real 
Mysterio. Unleash AoE powers and try to wear all three mini-bosses as quickly 
as possible.

Beyond Mysterio is a fascinating ride up an elevator. As you ride up, enemies 
will drop down. You can beat on them or throw them over the side of the 
elevator (the latter is quicker). Occasionally a bomb will drop onto the 
elevator with you. Approach and press USE to start a deactivation mini-game. 
Follow the on-screen key prompts, quickly pressing each key or button as it 
is displayed. If you fail, you get a nasty burn.

At the top of the lift, go down a short hall. Along the hall is a hidden 
doorway to a room where some super soldiers are attacking the Omega computer. 
You have to stop the super soldiers from destroying the console; or, at the 
end of the game, you learn a virus has wiped out much of the mutant 
population. Go you.

Then, it's on to another lift, which takes you to the Top Deck. Go down the 
catwalks and talk to the S.H.I.E.L.D. agent about using an anti-aircraft gun 
on the helicopter that's been bothering you. There are two ack-ack guns in 
front of you; both are on fire. Go down the stairs in between the two 
batteries and collect a sketch book.

Follow the path until your way is blocked by an explosion. Go up the stairs 
and around to an upper catwalk. After the enemies are defeated, find a large 
crate in the corner and pull it to the edge of the catwalk, where the railing 
has been destroyed. Stand behind it and rapidly press the key shown on 
screen. The crate will fall down and break through the glass area of the 
deck. Drop down and go inside.

Pick up the Black Panther action figure right in front of you. Fight your way 
through a short corridor and back outside to the Top Deck. You'll soon run 
into a S.H.I.E.L.D. agent who asks you to keep the helicopter off his back 
while he unlocks the door to the bridge.

You get 40 seconds to destroy the helicopter. Jump down to the lower area 
where the ack-ack battery is located. Ignore the mobs and USE the battery. It 
only takes one shot to get rid of the copter and it will conveniently hover 
right in front of you. Mop up the area around the guns; make sure you pick up 
a Focus upgrade on the upper level near the door to the bridge.

As you enter the bridge, you're frozen in place. To advance, you have to 
correctly answer questions posed by MODOK. The first three questions, and the 
correct answers are:

* What is the atomic symbol for gold? (Au)
* What percentage of the Earth's atmosphere is oxygen? (21 percent)
* Which of the following is not a geologic period of the Earth? (Neoprene)

After the third correct answer the fight is on. MODOK has a particularly 
nasty radial blast attack. You can see it coming when he starts to glow and 
lifts slightly higher off the ground. If you can avoid that blast and 
otherwise keep yourself and your teammates pounding on him, you should be all 

If you get low on health or energy, drop down to the lower level and break 
some crates or KO some minions. You likely will collect health and energy 
orbs; then, resume on MODOK. When the big brain is out of the way, and you're 
ready to return to Stark Tower, USE the console on the upper platform.

                              ATTUMA NUMA YAY

* Stark Tower (S)
* Nannite Chamber
* Dive Chamber
* S.H.I.E.L.D. Outpost
* Temple of Negrete
* Atlantean Trenches (S)
* Atlantean Throne (S)
* Defender's Crypt
* The Arena

* Riot in Atlantis
  Locate Namor to discover what caused the riot in Atlantis.

* Battling the Barbarian King
  Remove Attuma from the throne of Atlantis.

* The Secret of the Crypts
  Discover what the Masters of Evil are doing in the Atlantean crypts.

 Optional Objectives
* Data Stream
  Ask Dr. Pym to look at the Quinjet's data feed for Wyatt Wingfoot.

* Link to the Past
  Find Tony Stark's missing cufflink and return it to Edwin Jarvis.

* The Sound of Insanity
  Destroy the sonic emitters that are making the Atlanteans hostile

* Mission of Mercy
  Gather rare seaweed to create a medicine that will heal Namor

[] Iron Man's Simulator Disc: Iron Man Lab (Stark Tower)
[] Skill point: Iron Man Lab (Stark Tower)
[] Sketch book: Iron Man Lab (Stark Tower)
[] Black Panther action figure: Iron Man Lab (Stark Tower)
[] Focus point: Nannite Chamber
[] Black Panther action figure: Dive Room
[] Skill point: Temple of Negrete
[] Mr. Fantastic's Simulation Disc: Temple of Negrete
[] Strike point: Atlantean Trenches
[] Daredevil action figure: Atlantean Trenches
[] Sketch book: Atlantean Throne
[] Body point: Defender's Crypt

Back in Stark Tower, you'll notice a new marker on your map. Right next to 
the SAP is a waterfall. Approach the waterfall and press USE to open the Iron 
Man Lab. Inside, talk to Jarvis to get a small quest (Link to the Past) and 
to Weasel to continue the quest related to Black Widow's laptop.

Down on the lower level you can talk to Black Panther, Elektra and Spider-
Man. You'll also find a Simulator Disc (Iron Man) and the Iron Man Health 
Console. USE the console to bring up a bonus skill point. Under the center 
stairs you can find a Black Panther action figure. Wolverine hangs out on the 
upper level; there's a sketch book nearby. The heroes in this room don't have 
anything quest related; but, they do add flavor to the Black Widow story.

Return to the main room and talk to Hank Pym to end Cyber Speak. Talk to 
Vision about Jacob Fury. Talk to Black Widow about Baron Strucker and to Nick 
Fury about Gabriel Jones. Return to the Iron Man Lab and talk to Weasel. Tell 
him the password he needs is Gabriel Jones. You can also find, in the main 
office, the cufflinks Jarvis needs for Link to the Past.

When you're ready, go talk to Wingfoot about leaving for Atlantis. He'll 
first ask you to talk to Dr. Pym about the Quinjet's data feed. Hold off on 
doing that for a moment and ask to be taken to Atlantis.


You can now form your own team. By creating your own team (or using one of 
the pre-packaged teams), you gain additional bonuses when using three or four 
members from your roster of heroes. See the Characters section above for more 
information on creating a team. You can choose to create a team now; or, wait 
until later and do so at any SAP. However, once you create a team, you can't 
undo your choices.

Go ahead and form your team; you'll be able to start earning Reputation 
points right away. Once you've picked your team, you'll find yourself in the 
Nannite Chamber of the S.H.I.E.L.D. outpost and your heroes will 
automatically "infect" themselves with the nannites. Look around the room to 
find a Focus upgrade.

Continue through the outpost to the Dive Chamber. (There's no fighting in 
here.) Look around a bit to find a Black Panther action figure; then, use the 
Dive Chamber Controls and jump through the newly opened hatch in the floor. 
You're now underwater.

Pretty cool, huh?

Fight your way through the Outpost area until you find Namor. Once all the 
Atlanteans are defeated, Namor is automatically freed and Namorita shows up 
and hands out your tasks. One difference you'll note in this area is the 
presence of rejuvenators. Rejuvenator mobs and revive fallen allies; which 
means you have to take out the rejuvenators or the other mobs just keep 
coming. The female Atlantean Champion mobs are the rejuvenators in this 
mission; so, keep an eye out for them and concentrate fire on them before 
dealing with the other schmucks.

After Namor is freed, two exits open up. Take the one that leads to the 
Temple of Negrete. Break the wall to your left to get a skill point. Continue 
to the first large room, take a right and fight your way down to the red X 
marked on your map. Stand in front of the marked doors, press USE and then 
rapidly press the key shown on screen to force open the doors. You'll collect 
a pearl known as the Eye of Negrete.

Go back to the large room and continue straight across. In this side room is 
a giant clam. Stand next to it, press USE and rapidly press the key shown to 
force it open and get another Eye of Negrete. Then, break the wall to the 
right of the clam (as you face the clam from the door) to pick up a Simulator 
Disc (Mr. Fantastic).

Go back to the large room and head straight across from your original 
entrance into the Temple. In the small room beyond, go right, kill the bad 
guys and pick up a trident that's on a pedestal in the center of the room. Go 
straight back across the "hub" room into a room with a large statue.

Stand on the shells on either side of the statue and press USE to place an 
Eye in each shell. Then go up on the ledge, stand in front of the staff and 
press USE to place the trident on the staff. The status will blow open the 
door in front of it.

Go through, kill the mobs and collect the Walek Seaweed. Namorita opens a 
portal back to her location; talk to her to complete the Mission of Mercy 
side quest and earn 15 Reputation points.

Now would be a good time to open a portal back to Stark Tower and save your 
game. While you're there, talk to Hank Pym about the Quinjet data feed. 
You'll complete the Data Stream side quest and earn 5 Reputation points.

Return to the Atlantean Outpost and enter the Atlantean Trenches. Here you'll 
have to keep an eye out for floating mines. Hit one and you'll take a lot of 
damage. Not far in you'll find the first sonic emitter; but, it's guarded by 
Byrrah and Krang.

These guys are plenty tough. However, there's nothing particularly special 
about them. It's just an extended beat down. You can always retreat to the 
Outpost and open a Portal to Stark Tower if you need a breather. Once those 
two are down, take out the sonic emitter they were guarding.

Beyond that emitter, the path splits. Take the left path to another sonic 
emitter; and, a Strike upgrade next to the emitter platform. Then, head right 
to find a SAP and the third emitter. Beyond the third emitter, look for an 
Atlantean caught in a giant clam. Force open the clam and the Atlantean gives 
you a combination for a safe next to a sunken submarine.

Turn around and head straight away from the clam and swim up over the coral 
wall to find the sub and a chest nearby. Open the chest to get a piece of 
equipment and a Daredevil action figure. Continue to the Atlantean Throne.

Take either path (left or right) around to the SAP. Beyond the SAP, after 
killing the mobs, take the bead from the shell on the floor. Go into the next 
room and place the bead on the center shell. The side doors will open and 
spew forth mobs. Take them out, then go into the side rooms and swim over the 
whirlpools (rapidly press JUMP to swim) and get the beads. In one of the side 
rooms is a sketch book hidden between the columns along the side of the 

Beyond is the boss fight against Tiger Shark and Attuma. The secret to taking 
these guys out is to USE the consoles at either end of the room. This forces 
them to come to ground where you can beat on them. They can beat back fairly 
well--especially Attuma--but you shouldn't have too much trouble with them. 
Especially if you have good range attacks.

When they're defeated, a pit to Defender's Crypt opens. Run back to the SAP 
and save your game, then go through to the crypt. Fight your way along the 
path, counting the coffins up on platforms. Next to the fourth coffin is a 
Body upgrade. At the end of the Crypts is the entrance to the Arena. You 
might want to Portal back to Stark Tower and save your game.

Just a suggestion.

Enter the Arena, have a chat with Mandarin, fight Kraken. All in a day's work 
for superheroes! Kraken is your first mini-game boss fight. There's only one 
way to defeat this monster, and that's to play a series of mini-games. Stay 
out of the way of the beast and wait for it to break open one of the four 
corner crypts.

When it does, out pour a bunch of Atlanteans. Ignore them for now and swim 
into the crypt. Up pops the mini-game. You have to follow the on-screen 
prompts, pressing a series of keys. If you complete the sequence correctly 
(about five or six keys), Kraken breaks the crypt completely and the big 
column falls on its head.

Now, you have to knock out the Atlanteans that were in the crypt while 
avoiding the darts Kraken shoots at you, not to mention the occasional ground 
smash (radial attack). When all the Atlanteans are gone, the Kraken breaks 
open another crypt, more Atlanteans come out, you play another mini-game, 
another column falls on Kraken's head, you KO the Atlanteans...

And so on. When all four columns have combined to give Kraken a migraine, it 
retreats and you can mop up the last of the Atlanteans. Collect your reward, 
then go through the marked exit door to automatically return to Stark Tower 
and receive your next mission.

                             DUCK A'LA MANDARIN

* Stark Tower (S)
* Ancients' Hall (S)
* Golden Court
* Celestial Hall (S)
* Forbidden Passage
* Mandarin's Court

* The Rings of the Mandarin
  Question Mandarin about Dr. Doom's plans for the Masters of Evil.

* The Orb of Agamotto
  Locate the Orb of Agamotto for Dr. Strange.

 Optional Objectives
* Problematic Schematic
  Find the Ultimo schematics from the Mandarin's Palace and give them to
  Colonel Fury at Stark Tower.

[] Sketch book: Ancients' Hall
[] Strike point: Ancients' Hall
[] Weapon cache: Golden Court
[] Thing's Simulator Disc: Golden Court
[] Weapon cache: Celestial Hall
[] Body point: Celestial Hall
[] Focus point: Celestial Hall
[] Crimson Dynamo's Simulator Disc: Forbidden Passage
[] Black Panther action figure: Forbidden Passage

After the cutscene in Stark Tower, return to Iron Man Lab and talk to Weasel. 
The earlier password you gave him worked, and now he needs you to find out 
which of two hackers would be more trustworthy for the next stage of 
investigation. Talk to Dr. Pym and Vision about the two hackers, C. B. 
Cebulski and Beroge. Then, go back to Weasel and tell him to use Cebulski.

Also talk to Nick Fury to open the Problematic Schematic side quest. There's 
nothing more to do in Stark Tower; although, some of the NPCs have different 
conversations now (nothing important). Talk to Wingfoot and ask to be taken 
to the Valley of the Spirits.

You begin in Ancients' Hall. In the very first room after the entrance hall, 
go down to the lower level and look behind the columns for a sketch book. Now 
there are two ways through Ancient's Hall, based on what attributes you have 
on your team.

     THE SHORTCUT (requires Might, Flight and Fire Extinguisher)
    | Find the rope with the blue X on it and use a hero with Might to |
    | pull the rope (play the little mini-game). Go through the newly  |
    | opened door and destroy the enemies on the outer ledge. Fly over |
    | to the central platform and ring the gong by firing a power at   |
    | it. This opens a door in the right wall. Go through and find the |
    | braziers to your right marked with blue X's. Put the fires out   |
    | nearly simultaneously. You'll have about five seconds after ex-  |
    | tinguishing one brazier to snuff the other one. This opens a door|
    | into the final room. Note that, if you go this way, you skip     |
    | fighting Ultimo and don't get the Strike upgrade near him.       |
    | (Unless, of course, you backtrack.)                              |

    | In the first room, take the first door on your left and go around|
    | on the walkway. Then, take the first door on the left and there's|
    | another walkway, this time with a mini-boss, Dragonman. Like many|
    | of these mini-boss fights, ranged attacks work best as Dragonman |
    | mostly uses short-range melee attacks. From the next room, once  |
    | again go through the first door on the left. This time the walk- |
    | way is blocked by Ultimo. He's a lot easier than you may think,  |
    | Dragonman was actually more difficult. At the far end of the     |
    | walkway is a Strike point behind a fire pit. Finally, you reach  |
    | the last room.                                                   |

In the final room you'll have to defeat a horde of Shaolin monks before 
getting access to the exit room, which has a SAP. Beyond is the Golden Court. 
The first large room of the Court is full of clay warriors; who just aren't 
very tough. Wipe them out, then fly up to a balcony that's on the right 
corner of the room opposite where you entered.

Go through the door and find a weapon cache in the room beyond. Leave this 
room by the only other door and fight your way to a very large room with 
three levels. You'll start running into Shaolin Monk Healers at this point. 
If you see your opponents glowing red and their health bars turn green, find 
the bald guy and take him down quickly.

At the end of the large room is a huge staircase. At the top of the stairs, 
jump to the balcony on your left and enter the side room to pick up the 
Ultimo schematics Nick Fury is looking for. Go back to the top of the huge 
staircase and jump to the balcony on your right. This side room has a 
Simulator Disc (Thing).

Now leave the large room and enter a boss fight against Grey Gargoyle. As you 
may expect, GG relies on heavy-duty melee attacks (plus he can turn you to 
stone for a short time), so using ranged attacks is the best way to go. As he 
loses health, healers will pop up and start regenerating his health. As soon 
as you see one of the healer monks appear, get rid of him. It will 
considerably shorten your battle with Gargoyle.

After Gargoyle, bust your way down the next hall to reach Celestial Hall. Go 
straight across the first large room to find a SAP with a locked door just 
beyond. From the SAP, go right and enter the side room. Kill the monks, then 
push or pull two large blocks over two of the three plates in the floor. The 
plates depress; then, step on the third plate to raise a lever. USE the lever 
to open one of the doors next to the SAP. Don't forget a weapon cache while 
you're in the room.

Go across the SAP room to the other side area. Go down the hall, and then 
through a door to your left. When you have finished killing monks (and a lot 
of them), a lever pops up and you can USE it to open the other door next to 
the SAP.

Beyond the door is Ultimo 2, which isn't really that much harder than the 
first Ultimo (if you fought him earlier). Ranged attacks work pretty well as 
they keep you out of harms way. As you leave the room, make sure you pick up 
the Body and Focus upgrades near the door.

Up next is the Forbidden Passage. Soon after you enter, you find Dr. Strange 
in a fight with a bunch of monks. Help him out and he will journey with you 
to find the Orb of Agamotto. After Strange joins you, you'll pass through a 
long hall. In the room beyond, look right and see a Simulator Disc (Crimson 
Dynamo) hidden among some whirling-blade columns. Destroy the columns with a 
ranged attack and collect the disc.

Next up is another large room. One door here cannot be opened. Continue 
through the door that is accessible and work your way toward the red X on 
your map. You'll find a treasure chest with Strange's Orb. He'll thank you, 
you'll get 10 Reputation points, and Dr. Strange is now unlocked as a 
playable character.

Backtrack a little, where the previous non-opening door has opened to spew 
forth a bunch of monks. Defeat the monks and go through the door. You'll be 
in a small hall with four alcoves: two each on your left and right. Each 
alcove is "guarded" by a Bhudda statue and contains some treasure. Bust down 
the statues and collect the swag. The second alcove on your left also has a 
Black Panther action figure.

Next up is Mandarin's Court and the final battle for Act I. Mandarin is not 
that tough--his attacks don't do much damage; however, he is fairly resistant 
to damage, so this is mostly a test of patience.

But wait! What's this? When Mandarin's health reaches about 80%, he teleports 
into a closed balcony above you and sends out some exploding spiders and some 
Ultimo 3 prototypes. The spiders are the big worry. They chase you down, then 
explode, causing a fair amount of damage.

The trick is to lure the spiders on to the glowing teleport pad without 
stepping on the pad yourself. When you manage that trick, the spider 
teleports up to Mandarin's balcony and destroys the Ultimo up there. You can 
then teleport up to Mandarin and smack him around a bit.

It takes quite a bit of patience to perfect luring the spiders over the 
active teleport pad while avoiding damage from the Ultimo 3's. However, once 
you get the hang of it, the battle's all but over. Mandarin will teleport 
three more times. In the fourth room, loot the weapon cache in the room after 
Mandarin teleports out. After the last beat-down, he drops back down to the 
main floor and you can finish him off there.

Jump through the newly opened portal to return to Stark Tower. Fury informs 
you the base of operations is moving. Before talking to Wingfoot and asking 
to go, be sure to talk to Fury again and give him the Ultimo schematics to 
close out that quest.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ ACT II ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~


* Sanctum Sanctorum (S)
* Castle Doom
* Big Top (S)
* Pinball (S)
* Fairgrounds
* Maze-o-Death
* Fun House

* The Land of the Doomed
  Save Nightcrawler and Jean Grey at Castle Doom in Latveria.

* The Plight of the Phoenix
  Clear Jean Grey's mind by destroying the equipment controlling her.

* Murderworld Mayhem
  Find Arcade and see what he knows about Nightcrawler.

 Optional Objectives
* Security Breach
  Get the S.H.I.E.L.D. security module from Vision and give it to Weasel.

* The Scientific Mystic
  Locate the mystic tome 'A History of the Arcane' and give it to Vision.

* Political Schemes
  Locate and free Senator Kelly.

[] Strike point: Dr. Strange's Sanctum
[] 2 Focus points: Dr. Strange's bedroom
[] Sketch book: Dr. Strange's Sanctuary
[] Daredevil action figure: Dr. Strange's Sanctuary
[] Focus point: Castle Doom
[] Mysterio's Simulator Disc: Castle Doom
[] Daredevil action figure: Castle Doom
[] Skill point: Castle Doom
[] Strike point: Castle Doom
[] Luke Cage's Simulator Disc: Big Top
[] Sketch book: Big Top
[] Strike point: Pinball
[] Body point: Pinball
[] Sketch book: Pinball
[] Focus point: Fairgrounds
[] Sketch book: Fairgrounds
[] Elektra's Simulator Disc: Maze-o-Death
[] Strike point: Fun House
[] Black Panther action figure: Fun House (if you've been diligent in
   collecting these, this is number 5 and Black Panther is now unlocked)
[] Body point: Arcade Bot Arena

Welcome to your new pad. Dr. Strange's Sanctum Sanctorum serves as the HQ for 
Act II. Explore the area and talk to everyone you find. There are several 
rooms in the Sanctorum; and, you'll find the usual assortment of goodies, 

* Strike upgrade
* 2 Focus upgrades (in Dr. Strange's bedroom--you must have him on your
  team to get in there)
* A little to Vision and then find 'A History of The
  Arcane' on an upstairs balcony in the Sanctuary; return to Vision to
  get your Reputation points
* Talk to Weasel to continue the Black Widow laptop side quest
* A sketch book
* A Daredevil action figure
* A Simulator Disc (Dr. Strange)

And, of course, you'll find the review computer, S.H.I.E.L.D. training 
computer and trivia game. (Answers further down in this guide.) When you've 
finished exploring Dr. Strange's crib, USE the Orb of Teleportation in the 
Sanctum and you'll be taken to Dr. Doom's castle.

You're going to go a long way with no S.H.I.E.L.D. Access Points or the 
ability to portal back to base. In some areas, health orbs will be few and 
far between. You might want a hero with a healing power (such as Spider-
Woman). Just a suggestion.

Wipe out the Doombots in the first room and then locate the treasure chest on 
an upper platform. USE it for a little fun...

Well. Now. Something's not quite right here, wouldn't you say?

Up next is a hall filled with "chomping" gates. They're not hard to duck 
through; however, your AI companions are not so good at dodging the gates and 
there aren't a lot of breakables lying around to give out health orbs. A 
healing power would be a good thing here.

Beyond the chompers is a room with five side rooms. Break through the wood 
gates and collect the goodies inside. (Including another of those funky 
"treasure" chests.) There's also a Focus upgrade, a Daredevil action figure 
and a Simulator Disc (Mysterio).

You then enter a hall with tracks on the floor. Advance a little way down the 
hall and gates will come down and the wall behind you will sprout spikes and 
start rumbling along the tracks. The camera will become fixed so your team is 
running toward you. Run as fast as you can, blowing through the gates as 
quickly as you can. Ignore the Doombots that pop up, just get to the end of 
the hall and duck through the side door. Once the spiked wall has passed, you 
can push it into a secret room (does not require a Mighty character). Collect 
a free skill point and a (real) treasure chest.

In the next room you'll have to fight more Doombots. Watch out for the Dr. 
Doom masks on the floor; they spout flame when you step on or near them. Then 
you'll be in another hall with side rooms blocked by wooden gates. You can 
get a Strike upgrade from one of those rooms, so blast those gates!

Finally, you get a mini-boss fight against Jean Grey. Remember her? She was 
one of the most powerful characters in X-Men Legends (I & II).

Yeah. Her.

You're going to take some damage. Jean's got her full arsenal of nasty 
psychic attacks, especially a radial blast that will fling your entire team 
away. Ranged melee attacks (like Cap's Shield or Thor's Hammer) work pretty 
well. Energy attacks are less effective. After Jean runs away, you'll finally 
get the answers to your questions.

The big clown arms with hammers kind of gave that away. But...anyway...Head 
through the door to enter the Big Top. By the way, you can't re-enter the 
fake Castle Doom. Not ever, so make sure you collect everything before 

You're on a platform next to some turnstiles. To your left is a Simulator 
Disc (Luke Cage) and a sketch book. Go down the stairs and beat up some 
clowns. (For some reason that feels very satisfying.) To your left is a 
circus wagon; break it open to rescue Senator Kelly. Go around the other way 
to enter the tent itself.

And, it's another fight against Jean Grey. Same story as before--it's tough. 
Try to avoid the radial attack and hit her with ranged melee attacks. When 
you've beaten her, she is sucked into a video game and some clowns show up in 
a clown car. Defeat them all and the car's trunk pops open and you can get a 
token coin for the arcade. Step over to the arcade game and USE it.

Now, *this* is way cool. You get to play Pitfall!

You probably don't really need a walkthrough for this. Only the hero who USED 
the game actually plays through. All you can do is jump over obstacles or 
on/off swinging vines. It's not that hard. (It is, after all, an 8-bit game.)

Along the way you can collect gold nuggets by dropping down to the lower 
levels; but, eventually, (eventually means on the 17th screen), you'll reach 
the little mini-carousel that signals the end of the game. USE it to exit the 
game and return Jean to her normal self. You can now leave the tent. Find the 
door to the Boardwalk (it's not marked on your map) and return there to get a 
newly reveal SAP. Yay!

Re-enter the tent and find the door marked Pinball. Now you get to play 
Arcade's special version of this arcade classic. You'll fight your way 
through a pinball-machine, bouncing off obstacles (some of which deliver a 
shock), beating up clowns, and trying to rack up 1,000,000 points. It's 
really pretty simple.

Around the arena are destructible markers with Arcade's face. Each one 
knocked down is worth 25,000 points. If you clear all the markers, you'll get 
exactly 1,000,000 points. To clear all those markers, you're also going to 
have to fight Rhino (use ranged energy attacks) and Shocker (use heavy melee 
attacks). Search the area carefully, because you can also get a Strike 
upgrade, Body upgrade and sketch book.

When you have 1,000,000 points, the primary flippers will be destroyed and 
you can approach them. Pick up the golden ticket (and sing, "I've got a 
golden ticket"--or, maybe, "Candyman", your choice) and use the SAP behind 
the flippers.

Now go through the newly opened gate and you'll be back on the Boardwalk 
outside the Big Top. Go back inside the tent and exit into the area marked 
Fairgrounds. Fight your way around the area, taking note of one of those 
"test-of-strength" games (hit the lever with a hammer to ring a bell). At the 
far end, you can break through a wood wall and pick up a Focus upgrade; as 
well as drive a bumpercar. (Not of any real use, but fun.)

Go back to the spot where you saw the ring-the-bell game. Inside the nearby 
tent is a hammer. It's laying on the ground and glowing. Step near it and 
press USE to pick it up. Now use a fully-charged SMASH ATTACK on the ring-
the-bell game. The gate behind the game will open.

Start clearing out the next area. Be on the lookout for a sketch book tucked 
into a little alcove near the gate. You'll also see another ring-the-bell 
game. (If you dropped your hammer, a new one will be back in the tent.) Smash 
the game to pick up a bunch of loot.

Near the end of the area is a Claw Challenge game. If you look closely, 
you'll see Blade slumped in among the teddy bears. Press USE to play the game 
and follow the on screen prompts to push the correct series of keys. 
Correctly finish the game and you'll grab Blade. He's now unlocked as a 
playable character.

Enter the tent at the end of the Fairgrounds. To your right are a bunch of 
treasure chests. Some are empty, some have the hammer of doom and one is a 
real treasure chest with a bunch of swag. When you're through searching for 
loot, enter the Maze-o-Death.

"Maze" is a bit of an overstatement. There's never any choice about which way 
to go; and, it's very small. Walk over to a red hand on a spring and Pull the 
Finger to open the hedge (as well as open a spike pit and spawn in a couple 
of angry clowns). Do this a few more times. Near the final finger is a 
Simulator Disc (Elektra).

You'll also see a hammer on the ground near the final finger. Pull the finger 
to open the last hedge, SMASH ATTACK the ring-the-bell game and walk through 
the gate and play...


This is so easy (at least, on Normal difficulty), it will be over almost 
before you realize it. Your team jumps into bumpercars. Some clowns jump into 
bumpercars and you bump into them. Just drive like a little old lady in a 
Caddy* and you'll win easily.

(*No offense to Cadillac.)

Once you win, you get another golden ticket! (Man, Charlie only got one and 
you get two. Who said life was fair?)

Walk out the exit to find yourself back on the Boardwalk. Use the nearby SAP 
to save your game, then enter the Big Top. USE the ticket booth to open the 
door into the Fun House.

First up is your choice of three doors. Only doors 1 and 3 are accessible. 
Pick either one first.

Wind your way through the hall until you enter the Pong room. Yes! You get to 
play Breakout!. Walk behind the paddle and grab it (press-and-hold USE) and 
move it back and forth to hit the ball. If you miss the ball, let go of the 
block and then grab it again to make another ball appear. When all the blocks 
have been knocked out, door number 2 opens.

Go down the hall and step into an outdoor area. There's a Strike upgrade on 
the ground in front of you. As you step forward, a wall comes crashing down 
and you have to fight off a horde of mad clowns. When you're finished, look 
near the poison-spewing flowers on the far wall. There's a Black Panther 
action figure near the flowers; you'll have to take some damage to pick it 
up. This is BP #5; and, if you've been good about collecting them, you can 
now use Black Panther on your team. Then, blast your way through the stone 
wall to get back to the main area.

Now that door number 2 is open, step through and pull the finger. Defeat the 
clowns in the disco arena; then, go through the next door and pull the 
finger. You fall through the floor and arrive in the final arena. This one's 
kind of tough. There's a giant robot and he's untouchable as well as highly 
dangerous. There are also a lot of little minion clowns running around. 
(There's also a Body point on one of the ramps on the outside edges of the 
arena. Get it before getting into the main event.)

You'll see four trap doors on the floor. Two are red and two are green. You 
need to step on the red ones and fall through. This will send your hero (just 
your player-controlled hero, not the entire team) blasting out a cannon. If 
you're lucky, you'll land on the Bot's head. If not, just step through the 
red trapdoor on the opposite side of the room and repeat the process until 
you do land on the Bot's head.

Now you play a little mini-game in which you rapidly tap the key shown on the 
screen. Do it correctly (it's not hard) and the Bot will slap itself. Do this 
five times and the Bot will destroy itself. You can then use a portal to get 
back to base.

                             HANDBASKET EXPRESS

* Sanctum Sanctorum (S)
* Mephisto's Realm (S)
* Inferno
* Sepulcher (S)
* Stygian Abyss

* Chasing the Devil
  Locate Nightcrawler in Mephisto's Realm.

* Vengeance be Mine
  Save Ghost Rider from his prison.

* Chasing the Angel
  Locate Jean Grey in Mephisto's Realm

* Mephisto's Flames
  Light the candles by solving the puzzles Mephisto has prepared.

* Evil Schemes
  Find out what the Master's of Evil are up to in Mephisto's Realm.

* Fire and Brimstone
  Defeat Mephisto to leave his realm.

 Optional Objectives
* Nowhere to Hide
  Determine the safest place for Weasel to hide from S.H.I.E.L.D. agents.

* Eye of the Shadow Queen
  Find the Eye of the Shadow Queen somewhere in Mephisto's Realm and return
  it to Wong.

*NOTE* You can only complete one of the following two optional objectives:

* A Devil in Need
  Save Nightcrawler from the Infinity Vortex.

* An Angel in Need
  Save Jean Grey from the Infinity Vortex.

[] Blade's Simulator Disc: Mephisto's Realm
[] Strike point: Mephisto's Realm
[] Black Panther action figure: Mephisto's Realm
[] Body point: Mephisto's Realm
[] Skill point: Inferno
[] Daredevil action figure: Inferno (if you've been diligent in collecting
   these, this is number 5 and Daredevil is now unlocked)
[] Sketch book: Inferno
[] Body point: Sepulcher
[] Scorpion's Simulator Disc: Sepulcher
[] Sketch book: Sepulcher
[] Focus point: Sepulcher
[] Ghost Rider's Simulator Disc: Stygian Abyss

Back in the Sanctum Sanctorum, go upstairs to the Sanctuary and talk to 
Weasel. He's cracked S.H.I.E.L.D. security and now fears for his own safety. 
He doesn't know if he should hide in the Baxter Building or X-Mansion. Go 
talk to Hank Pym and Charles Xavier. Return to Weasel and tell him to go 
cower under the protection of the mutants at the X-Mansion.

Talk to the various persons in the Sanctum again; then, use the Orb of 
Teleportation to go to Mephisto's Realm. You arrive next to a S.H.I.E.L.D. 
Access Point. If you go straight right, you'll find a Simulator Disc (Blade). 
Clear the central area (for now, stay out of the side areas denoted by 
arches). You'll notice a large pentagram with candles at the corners on the 
raised, central platform.

Your mission, should you choose to accept it, (and, really, you don't have 
much choice unless you're giving up MUA for NWN2; but, then, why are you 
reading this?) is to light the candles by visiting the five side areas and 
solving the puzzles.

So, without further ado...Beginning at the SAP and going clockwise around the 
area, you have:

"Thy way shall be lit by the flames of impure souls."
This area is infested with constantly respawning Leapers. These nasty pests 
will jump on your back, and then you have to rapidly tap USE to get them off. 
Well, before shaking them off, jump into the central lava pool and throw them 
off in there. About four or five will be enough to lower the center platform 
and open a portal. Before going through the portal, find the Strike upgrade 
in this area. When you USE the portal, you're transported back to the central 
pentagram and a candle bursts into flame. One down, four to go.

"Whilst thy name is carven in stone, thy shall be invincible."
Destroy the four large gravestones around the are. It's ridiculously easy, 
especially with a bouncing projectile like Cap's Shield. In one of the grave 
sites is a Black Panther action figure. Step through the portal to light 
pentagram candle #2.

"Only the Eternal Torch shall renew the Flames of the Damned."
Step into the walled area and kill all the Leapers (there are only a few). 
Then get the Eternal Torch (and a Body upgrade) from the side alcove (press 
USE to wield the torch) and hit the four braziers in the main area. This 
opens the portal and you can USE it to light pentagram candle #3.

At this point, Jean Grey makes an appearance, to help shield Nightcrawler 
from the effects of the mutant amplifier. She just stands around doing her 
psychic stuff; but, this will be important to the plot a bit later. 
Continuing clockwise around the arena...

"Whilst the Trees of Aegis live, mine servants shall never perish."
Find the large axe and USE it to pick it up. Wielding the axe, attack the 
trees with the glowing rings and chop them down. Then kill the flying 
Mephisto's Pets to open a portal. USE the portal and pentagram candle #4 is 

"Sacrifice upon the altar shall imprison thee."
Step up on the large, round altar in the middle of the area and KO all the 
zombie-like creatures up there. When you kill them on the altar, they are 
imprisoned in their rings. Once they are all trapped, the portal opens and 
you can step through to light the final candle on the pentagram.

Step through the new portal in the center of the pentagram to get to Inferno. 
Go across the bridge and you'll meet a Fire Giant. These guys are very weak 
to strong melee attacks and go down pretty quickly to your tank. Jump over 
the lava river and climb the stairs. At the top of the stairs go left and 
then left again to reach a bluff overlooking the Fire Giant pool. You'll find 
the Eye of the Shadow Queen. USE it to pick it up and end that side quest.

Go back the other way past the stairs to another bluff where you can get a 
bonus skill point. From the bluff, go across the bridge opposite and turn 
left. Find the tree that's nearby and you'll see a Daredevil action figure 
near the base. This is DD #5; and, if you've been good about collecting them, 
you can now use Daredevil on your team.

Ahead of you is a pentagram, in the midst of which is Ghost Rider, 
unconscious. His astral energy is chained above him. Go up the stairs to your 
left and break the chain anchor at the top. Go down the other set of stairs 
to your right. At the bottom is a sketch book. Go up the next set of stairs 
and break another chain anchor.

Return to the pentagram platform and take the stairs to your left. Repeat 
your earlier performance, breaking two chain anchors; and, you'll be back on 
the pentagram with Ghost Rider. In order to free Ghost Rider (and continue 
the game); choose one of your heroes to change places with GR. Have that hero 
USE the book on the altar and make the swap. You'll automatically be 
transported to Sepulcher.

There's a SAP right next to you, so save your game--it's the last chance 
you'll have to save until you've beaten Mephisto. Work your way through 
Sepulcher; make sure you thoroughly explore all the crypts. You'll pick up a 
Body upgrade, Focus upgrade, sketch book and Simulator Disc (Scorpion).

You will eventually reach a fight against Blackheart. This fight can be 
extremely easy if you know what you're doing. (And, since you're reading 
this, true believer, you know what you're doing.) Before taking on 
Blackheart, run around the edges of the area taking out his resurrection 
chambers. There are six of them: they look like oddly shaped glass columns 
and they emit an electric shock if you hit them with physical attacks. Blast 
them with energy attacks (to avoid interference from Blackheart, take a flyer 
around and blast them from the air).

Now, search the area for a halberd. There are a couple laying around and they 
glow when you get near them. USE one to pick it up and attack Blackheart with 
it. He's quite vulnerable to them. The big problem you'll have with 
Blackheart is his repulsion beam. If you get right in front of him, he'll 
fling you halfway across the arena.

If you have a hero with an attraction power (such as Spider-Woman), take 
control of that character, use the power, then switch to the hero with the 
halberd and beat down Blackheart. If you don't have a hero with an attraction 
power; then, you'll have to be sneaky. Try to circle around Blackheat, 
waiting until he turns his attention to a teammate and then run in and smack 
him a couple of times. Use the various columns scattered about to keep cover 
between yourself and the fiend so he can't blast you.

Whatever you do, try not to lose any heroes. You can't get any back for the 
remainder of this level (no SAPs and no Portal) and you've got some very big 
fights coming your way. When Blackheart is dead, you can go up the steps 
behind him and free either Nightcrawler or Jean Grey.

*NOTE* You can only free one. The other is toast. Regardless of which you 
save and which you sacrifice, you'll get a "revenge" cutscene at the end of 
the game.

                            ***** SPOILERS *****

If you sacrifice Kurt, his mother, Mystique, kills Xavier for letting her boy 
die. If you sacrifice Jean, her alter ego Dark Phoenix returns and blows 
things up out of spite.

                            ***** SPOILERS *****

You don't get either character as playable and you don't get a "good" ending 
either way, so choose your fave and USE the urn next to his or her cage. A 
portal opens in between the cages. Step through into the Stygian Abyss.

You're surrounded by hordes of demons. If you're intent on a complete game, 
Ghost Rider's Simulator Disc is on an "island" to your left; fly over to it. 
Ignore the constantly respawning demons and run like mad for the other end of 
the area. You'll have to blast your way through a gate (easy); eventually 
you'll reach a pit with a glowing portal. You can't get down there until 
you've killed a certain number of demons, so start laying into those around 
you until the column of light disappears. Jump into the pit to enter the 
final battle arena.

Your first order of business is to release the astral energy of Jean or Kurt 
(whichever one you sacrificed earlier) by destroying the five statues in the 
center of the arena. To do this, you'll need to force Mephisto into drawing 
out his sword.

Stand in the center of the pentagram and hit Mephisto with ranged attacks as 
he approaches. If he puts up his globe shield, back off. He may use a Fear 
effect that's a lot of fun (you get to watch your hero run around like a 
chicken with its head off). If you get scared, switch to another hero. If you 
can draw Mephisto in and do some damage, he'll pull out his big red sword.

Run in close and press USE to begin the disarming process. This is a little 
mini-game where you rapidly tap the key shown on the screen and you'll wrest 
Mephisto's sword from him. (This does not require a Mighty character.) Run to 
the closest statue and smack it with the sword. The sword disappears. Rinse-
and-repeat for the other four statues.


You've destroyed the five statues (after about a half-hour of toying with 
Mephisto); your sacrificed X-Man is brought back to life; and, now, you get 
to fight both Mephisto *and* the X-Man you killed earlier.

Oh. Yeah. That was worth it.

Mephisto can regenerate his puppet; so, don't waste time on Jean/Kurt. Lay 
into Mephisto instead. He has all the tricks he used earlier; however, if you 
do some damage to the X-Man, you can smack Mephisto while he's healing the 
pawn. When Mephisto gets to 25% health, his health bar turns gray. Now is the 
time to "kill" the X-Man. When the X-Man is "dead", he (or she) will make 
another sacrifice and take out Mephisto for you.

It's all good.

Pick up the leavings and step through the portal. You can talk to Nick Fury 
(or not); but, basically, Act II is over. Use the Orb of Teleportation to go 
to Asgard, which, in this case, actually means Valhalla.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ ACT III ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

The Courtyard of the Gods is your new home base. You have the normal stuff 
here (though they have different names, such as "Riddling Flame" instead of 
"Trivia Computer"); and, you have your choice of two missions. Do them in 
whatever order pleases you.

                         BRIDGE OVER FROZEN WATERS

* Courtyard of the Gods (S)
* Bifrost Bridge
* Midgard Gate (S)

* The Gate of the Gods
  Open gate at the end of Bifrost.

 Optional Objectives
* Dragon Fang
  Find the sword of the Valkyrie, located somewhere on Bifrost.

[] Strike point: Courtyard of the Gods
[] Body point: Courtyard of the Gods
[] Storm's Simulator Disc: Bifrost Bridge
[] Black Panther action figure: Bifrost Bridge
[] Sketch book: Bifrost Bridge
[] Daredevil action figure: Bifrost Bridge
[] Spider-Man's Simulator Disc: Midgard Gate

Explore your new base. There are three large wood structures, with porches. 
On one porch is a Strike upgrade and a grate where you can stand to summon 
Hermod, god of speed and messengers. (Or you can chase Hermod down; he's 
running in circles around the Courtyard. Whatever floats your boat.) 
Actually, contrary to what Nick Fury says, you do not have to talk to Hermod 
or Sif to begin either mission.

Anyway...on another porch is a Body upgrade. On the third porch you'll find 
Sif; talk to her with Thor for a little unique conversation. When you're 
ready to open the gate to Midgard, find the portal to the Bifrost Bridge.

Immediately to your left, on top of a stone, is a Simulator Disc (Storm). As 
you advance over the first stone bridge, Valkyrie calls in with an optional 
side quest. Go across the bridge to a four-way intersection. Take a left, and 
pick up (USE) the torch next to the column. Swat the column (ATTACK) with the 
torch to light it up. Keep the torch; you'll need to light some more fires 
and it's an extremely effective weapon against the undead Viking warriors.

Go back and straight through the four-way intersection until you reach a 
Viking ship. At the right end of the ship is a Black Panther action figure. 
Go across the ship and light two more fires (one to your right and one 
straight ahead), then continue to the left (from the ship) and straight to a 
fourth fire. When you light it, you see a brief cutscene of a large hammer 
appearing on a platform.

From the last fire, hang a left and go across to a grassy area with three 
paths leading away. Take the center path to get the hammer you saw appearing. 
This weapon takes out any of the Viking warriors in one blow. Use it.

Back at the grassy area, take the right path. Go to the end, where you see a 
raised area with a rune symbol. A bit further up the path is a large stone 
column with the same rune. Push/pull that stone column over the raised area 
and a weapon cache appears. In addition to assorted loot, the cache contains 
a Daredevil action figure.

Now go down the stairs next to the cache and look to your right. There are 
four Viking archers over on floating platforms. Either KO them with ranged 
attacks or send a flyer over to the platforms to bash them into submission. 
When you've taken them all out, four runes on the main platform light up. 
Step on all four to raise a platform that allows you to continue.

Keep on going, passing by a large wood gear. When you reach a dead end, turn 
around and look to the left of the stairs you just came down. There's a 
sketch book.

Go back up to the large wood gear and USE it; then, play the mini-game 
(rapidly tap the key shown on screen) and the portal to Midgard Gate opens. 
Before going through, look on the opposite side of the gear from the portal. 
you'll see a sword in a stone; this is Dragon Fang. Hop up and USE it to 
complete the side quest.

Step through the portal to find yourself at the end of a long bridge. The 
camera is fixed in the rear position so you will always move away from the 
screen (forward). First, move toward the screen (backward, or "down") to find 
a Simulator Disc (Spider-Man) at the end of the bridge.

Advance along the bridge, alternately dodging fire from the dragon heads on 
either side of the bridge and beating up Viking warriors. (Unfortunately, you 
lost the big hammer when you left Bifrost Bridge. Can't have everything...) 
Continue until you reach a raised wood drawbridge. USE it to lower it.

Now you have to run down the bridge dodging fireballs coming straight at you. 
There's no fighting involved, just dodging. The game will instruct you to 
dodge the fireballs with MOVE + GUARD; however, there's an easier way. Get 
right up against the edge of the bridge on either side and you can advance 
comfortably without being hit. When a gap appears on your side of the bridge, 
wait for a pause in the fireballs; then, run across to the other side.

Simple. At the end is another drawbridge with a SAP in front of it. Take this 
opportunity to save your game. Lower the drawbridge and it's time to fight 
the Wrecking Crew.

The easy way to handle this is to find one of the big axes that are laying on 
the ground. Have your strongest melee character pick one up and use it to 
smack the de-construct the Wrecking Crew. It's really rather easy. (Or, if 
you're up for the challenge, try doing it the hard way using just your powers 
and normal attacks. Your choice.)

When the Wrecking Crew have been laid to rest, smash the wood blocking the 
gate and open it up. Portal back to the Courtyard of the Gods for your next 


* Courtyard of the Gods (S)
* Warriors Hall
* Asgard (S)
* Odin's Courtyard
* The Great Forge (S)
* Grand Hall

* Balder the Brave
  Find Balder, who is imprisoned somewhere in Asgard.

* Unleash the Guardian
  Locate Heimdall and free him.

* Freeing the God of War
  Find Tyr and free him from his prison in Asgard.

* Liberating the Brave
  Free Balder from his mystical prison.

 Optional Objectives
* None

[] Focus point: Courtyard of the Gods
[] Sketch book: Warriors Hall
[] Skill point: Warriors Hall
[] Black Panther action figure: Warriors Hall
[] Thor's Simulator Disc: Warriors Hall
[] Body point: Asgard
[] Skill point: Asgard
[] Daredevil action figure: Asgard
[] Strike point: Odin's Courtyard
[] Focus point: Odin's Courtyard
[] Black Panther action figure: Odin's Courtyard
[] Invisible Woman's Simulator Disc: The Great Forge
[] Strike point: The Great Forge
[] Body point: The Great Forge
[] Sketch book: The Great Forge
[] Focus point: Grand Hall
[] Sketch book: Grand Hall
[] Deadpool's Simulator Disc: Grand Hall

In the Courtyard of the Gods, a new area has opened. On the porch where Sif 
is working out, you'll find a Focus upgrade. Talk to the guard nearby and 
you'll be allowed entrance to Warriors Hall. Inside, turn around immediately 
to pick up a sketch book. Go to the end of the hall and get a skill point off 
the throne. On either side of the big fire pit are little alcoves. One 
contains a Black Panther action figure; the other has a Simulator Disc 

You'll also find Weasel in Warriors Hall. He's ready to break into Black 
Widow's personal files. For that he needs her password. Go back into the 
Courtyard and talk to Hank Pym and Black Widow. Return to Weasel and tell him 
the password is Ivan Petrovitch.

When you're ready for your next mission, find the exit to Asgard: World of 
the Aesir. There are two paths before you; both converge fairly quickly. Go 
ahead and take the left path, leaping over some floating rocks to a small 
arena. As you step forward, walls of force appear and you're attacked by 

Knock out all the trolls and a hammer appears. Take it and attack the nearby 
anvil. The intervening walls of force come down. Pick up a Body upgrade to 
the left of the anvil. Continue along the path until you reach a large area 
with a SAP.

There's a Battle Gate here, and a statue of Thor. You have two choices:

1) USE the Battle Gate. You'll have to kill four trolls (throwing them into 
the flames that spout forth from the gate works very well); then, the gate 
will open.

2) Go to the statue of Thor and hit it with a very high damage power. The 
gate will blow open. (No trolls).

Don't go through the gate yet. Continue past the statue of Thor, killing more 
trolls, until you reach a large wood structure with a porch. Fight your way 
around this structure until you find a weapon cache. Open the cache for a 
skill point. Then, go down the stairs and turn to your right and search in 
the bushes for a Daredevil action figure.

Go back to the SAP and save your game; then head through the Battle Gate. 
You'll quickly find Balder, held with energy chains. In order to free him; 
you must first free Tyr and Heimdall. These gods are imprisoned beyond 
Balder. There are two doors, one to either side of Balder. Both lead to 
Odin's Courtyard. The right door leads to the East Wing and Heimdall; the 
left door leads to the West Wing and Tyr. Take either door first.

In the first room, read the inscription on the statue to get a clue on how to 
advance. Fight your way through the rooms past the statue until you reach a 
large room with a huge door flanked by two large axes. There are side rooms 
up the stairs to the left and right.

Go right and fight your way to a room with a turn-wheel and a statue. USE the 
wheel to rotate the statue (one-quarter turn with each USE of the wheel), 
until the statue is pointing North (north is indicated by the large arrow 
next to the wheel). It should take two turns of the wheel.

Go back and up the left stairs and find another wheel and statue. Turn the 
wheel three times to make the statue face west (as shown by the arrow on the 
floor). The huge door opens.

Continue fighting your way deeper into Odin's Courtyard until you find the 
exit to Grand Hall. Don't go through yet. In the room with the exit is a 
statue of Heimdall and a wood pressure plate. Push/pull the statue on to the 
pressure plate. If you've already completed the West Wing, the doors to the 
central Courtyard open; otherwise, backtrack to Asgard and go through the 
left-hand door into the West Wing.

In the first room, read the inscription on the statue. This will give you a 
clue as to how to get through this area. After reading the inscription, 
defeat the Super Soldiers that storm into the room. The enemies in this area 
are much tougher than the ones in the East Wing. When the Super Soldiers are 
gone, take the left door to find a weapon cache.

Continue until you get to a long hall that has a T-intersection at one end. 
At the end of the hall opposite the T, push/pull the large block down to the 
T and then left to a wood pressure plate. A door opposite the plate opens. Go 
into the little room and get the Hand of Tyr from the chest.

Continue forward until you reach a room where a huge sword forms a bridge 
over molten metal. At the hilt end of the sword, stand on the plate and press 
USE to feed the Hand of Tyr to Fenris. Run across the sword bridge to a room 
that leads to The Great Forge. Don't go through yet.

In the room is a statue of Tyr. Push/pull the statue to a wood pressure 
plate. If you have already finished the East Wing, the doors to the central 
Courtyard open; otherwise, go back to Asgard and go through the door to the 
East Wing.

Once you get into the central part of Odin's Courtyard, you can pick up some 
goodies (Strike upgrade, Focus upgrade and a Black Panther action figure in 
the weapon cache); and, you can more easily move between the West Wing and 
The Great Forge and the East Wing and Grand Hall. You can free Tyr and 
Heimdall in any order.

First up is a mini-boss battle against both Scorpion and Lizard. Nothing you 
haven't seen before. Use ranged attacks on Lizard and get up close and 
personal with Scorpion. The room in which you fight them features a large pit 
of molten metal and Tyr is hanging over it. Behind Tyr is a platform with two 
turn wheels and the ubiquitous green X marks. Don't turn those wheels yet.

Instead, go up the stairs to the left of Tyr and through the door. Start 
battling your way through the mobs. In the first room, drop down to the lower 
level on your left to pick up a Simulator Disc (Invisible Woman). There's 
also a weapon cache down there.

Continue around, picking up another weapon cache, until you reach a SAP. 
Now's a good time to save. Just past the SAP is a great anvil, a forge and a 
table with tools. First go to the table and USE and item. This nets you a 
metal ingot. Walk over to the forge and USE it to drop the ingot in the 

Now USE the bellows to heat the ingot, go back to the table and pick up the 
tongs, return to the forge and get the ingot; and, take the ingot to the 
anvil. Return to the table to pick up a hammer, then USE the anvil to forge 

Asgard Armor! Sweet.

Pick up your new toy and continue on. In the next hall past the anvil, look 
for a Strike and a Body upgrade on the lower levels of the room (one on each 
side). Beyond is a large room with another pool of hot metal and a large 
cauldron. Kill the trolls; then, USE the rope and play the mini-game to tip 
the cauldron of water into the metal and cool it down.

Continue forward, until you reach a room with two of the turn wheels. Place a 
hero on one green X and press USE, then switch to another hero and USE the 
other wheel. The door opens and you're back in with Tyr. Now USE the two turn 
wheels on the platform behind Tyr and he will be freed.

In gratitude, Tyr opens a portal back to Balder; however, if you haven't 
freed Heimdall yet, ignore the portal and go back to Odin's Courtyard and 
over to Grand Hall. If you have freed Heimdall, use the portal to advance to 
your boss battle.

Take either path around to a room with a large force field and two columns 
with buttons. The columns are currently blocked. At the top of the stairs in 
front of the columns are two side rooms. Enter each and solve the puzzles to 
unlock the buttons.

In one side room you have to blast three blocks around the edges of the room. 
This frees up smaller blocks that can be pulled out. On top of these smaller 
blocks are runes. Match the runes on the blocks to the runs on the wood 
pressure plates on the floor and pull the correct block onto each pressure 
plate. When correctly positioned, the block will glow purple. You will, of 
course, be under constant attack while doing this. Look on top of one of the 
large stone blocks for a Focus upgrade.

In the other side room, three trolls will make off with pieces of a rune. 
Hunt them down and knock them out; then, stand on the empty rune circle and 
press USE to re-form the rune.

Once the buttons have been unlocked, use two heroes to push them and open the 
force field to the next room. Here you find Heimdall frozen solid and in the 
tender loving care of Rhino and Shocker. You've dealt with these guys before; 
so, you shouldn't have much trouble.

As you enter, they are positioned on opposite sides of Heimdall; and, if you 
run toward one quickly and press the Call Team button repeatedly, you might 
actually get away with only fighting one mini-boss at a time. When they are 
defeated, search the room for a sketch book.

On either side of the room are stairs leading to small alcoves. Enter each 
alcove and turn the wheel. This frees up four mirrors in the main room. Go to 
each mirror in turn as a green arrow highlights it and USE it to focus light 
on Heimdall. When all four are shining bright, Heimdall breaks the ice.

He now asks you to retrieve his horn. To do so, run back toward the Grand 
Hall entrance and a new door opens. Step through, open the door beyond and 
step through onto a bridge. Pick up Deadpool's Simulator Disc; then, fly or 
teleport across to the horn. Pick it up and return to Heimdall.

Heimdall opens a portal back to Asgard; but, only use it if you've already 
freed Tyr. If you haven't taken care of Tyr yet, go back to Odin's Courtyard 
and head over to The Great Forge. Otherwise, enter the portal and prepare for 

In order to free Balder, you first have to defeat Enchantress and 
Executioner. Enchantress can heal Executioner, so don't waste time on the big 
lug. Concentrate on Enchantress and try to keep your distance so she can't 
charm you. If you can avoid Executioner's big axe swings and get rid of 
Enchantress, you shouldn't have much trouble with meathead.

When both Masters of Evil are down, Balder is free and takes off. Use the big 
doors right behind him to return to the Courtyard of the Gods. Make for 
Warriors Hall and find Weasel. You should get an automatic cutscene that 
wraps up the Black Widow is a traitor subplot. If you don't get the automatic 
scene, wander around until it starts.

Alright! That's it. Now on to Niffleheim and a date with some Frost Giants.

Won't that be fun?

                           FROSTY THE SNOW GIANT

* Shore of Corpses (S)
* Battleground
* Ymir's Domain
* Spire's Ascent (S)
* Raven's Spire
* Warriors Hall

* The Demise of Odin?
  Search Niffleheim and discover what's happened to Odin.

* Raven's Spire
  Open portal created by Loki.

* The Spear of Heaven
  Guess which spear is Gungnir and use it to open the portal to Raven's

* Battling the God of Lies
  Beat Loki in combat to free Odin.

 Optional Objectives
* A Favor for the Prophetess
  Locate Volla's Ring.

* Treasure of the Ancients
  Use the Key to open the Chest.

[] Strike point: Shore of Corpses
[] Sketch book: Shore of Corpses
[] Focus point: Shore of Corpses
[] Shocker's Simulator Disc: Shore of Corpses
[] Daredevil action figure: Shore of Corpses
[] Body point: Battleground
[] Body point: Battleground
[] Sketch book: Ymir's Domain
[] Sketch book: Ymir's Domain
[] Spider-Woman's Simulator Disc: Spire's Ascent
[] Strike point: Spire's Ascent
[] Focus point: Spire's Ascent

The well leading to Niffleheim is now marked on your map of the Courtyard of 
the Gods. As soon as you arrive on the snowy Shore of Corpses (lovely spot 
for a vacation, what?), you'll have a chat with Volla, who wants you to find 
her ring. From your opening position, if you go forward and then make a 180 
turn to the left, you'll find a Strike upgrade.

After crossing over the little frozen stream next to the Strike upgrade, go 
all the way left to find a sketch book. Keep going, making sure to explore 
the area thoroughly. There's a Focus upgrade on a little "island" out on the 
corner of one area. Finally, you reach a little cutscene where Ulik and Kurse 
are gloating over stealing Volla's ring; unfortunately, then can't get to it 
because they locked it in a chest and threw away the key.

Oh yeah. Smart ones, these guys.

Take out Kursk first, he's the easiest. Ulik is much tougher. Essentially, 
he's only going to go down to elemental (ice, fire, lightning) damage. He's 
highly resistant to physical and energy attacks. So, hopefully, you've got 
someone like Thor or Storm or Human Torch or Iceman...Well, you get the idea. 
If you lack one of these elemental-damage heroes, you're in for a long, long 

When you've finally defeated both goons, continue on until you reach a cabin 
with a fire out front. Step near the fire and press USE to search the pit and 
find the key. Run back to the chest and open it to get Volla's ring. She 
appears and tells you to keep the ring and, oh yeah, you're going to die 


Return to the cabin and go up the little slope beside it. Look to your right 
to pick up a Simulator Disc (Shocker), then to your left to find a SAP. Look 
up on top of the cabin for a Daredevil action figure. Just beyond the SAP is 
the entrance to Battleground.

As you enter Battleground, you'll come under fire from a catapult. Avoid the 
red circles that appear on the ground, and you'll be fine. Along the way, you 
can light some Watch Fire's (just stand next to the column and press USE). 
These will help direct catapult fire away from you (unless you continue 
standing next to the Watch Fire). A short distance ahead, the path forks. The 
shortest route is to the right. Have a Mighty character push the boulder out 
of the way.

Oh no! What's that! You just covered up a Body upgrade. Never fear, true 
believer; destroy the small rocks against which the boulder is resting. Step 
in behind the boulder and, even though you can't see the icon, the game will 
let you pick up the Body upgrade. All's well.

Pretty soon, the path will fork again. This time the shortest route is to the 
left; however, you first have to kill the catapult crew and then use the 
catapult to destroy the boulders that are in your way. As you pass by the 
broken boulders, pick up a Body upgrade from the path. (If you went the long 
way around, you can circle back and get the Body upgrade without going 
through the boulders.)

Finally, you have reached the entrance to Ymir's Domain. Turn around 
immediately and pick up a sketch book. Advance down the path until you are 
interrupted by Ymir. This fight plays out very simply, though you may have 
trouble actually performing all the steps.

Wait for a Frost Giant to pop up out of the ice and destroy it as quickly as 
possible. Grab the spear is drops (stand near and press USE) and then wait 
for Ymir to slam his club to the ground. Jump out of the way as the club 
comes down, then jump toward it. You'll land on top of it and the scene will 

Play the mini-game by pressing each key as it is shown on screen--you have 
approximately two seconds to press each key, or you fail the minigame. After 
four keystrokes, you'll be on the back of Ymir's neck; rapidly tap the key 
shown on screen (most likely it will be SMASH) and your character will drive 
the spear into Ymir's neck; and, then be thrown to the ground.

Repeat this three times (four total mini-games) and Ymir is down. All the 
while, you'll need to avoid Ymir's club strikes; hopefully, you'll have some 
healing power on your team as health orbs are few and far between.

And, after all that, Ymir isn't even the big boss battle for this Act! Go on 
pass, Ymir, picking up a sketch book as you go. Enter Spire's Ascent. Fight 
your way up the slope, dealing with a mix of Dark Elves and Frost Giants. At 
the end of the first bridge, look down and to your left to see a Simulator 
Disc (Spider-Woman). You have to use a flyer to get down there. (A non-flyer 
can jump down; but, can't jump back up.)

When you reach the third bridge, look to your right to see a Strike upgrade. 
Just past the third bridge, keep an eye out to your left for a Focus upgrade. 
Next up is a SAP; trust me, save your game. Just beyond is a fight with Baron 
Mordo and Ultron. This is, really, not that difficult. Neither is resistant 
to anything, and should go down easily enough to the combined powers of your 

After, pick the Fourth Spear (if you retrieved Volla's ring in the first 
area, it will be glowing) and dispel Loki's shield. Enter Raven's Spire and a 
fight with Loki.

This fight is mostly one of patience and endurance. Loki will summon 
creatures (Frost Giants and wolves) and he's got a few tricks of his own; 
but, he's not resistant to your powers, so use them liberally. Just keep at 
him, take out his minions as necessary, and you'll beat him readily enough. 
You can then use the portal to return to Warriors Hall.

In Warriors Hall, go through each of the four portals along the side of the 
room. In each one is a simple puzzle that needs to be solved (no enemies) to 
pick up a sword. The puzzles are (in no particular order):

* Open three doors using pressure plates. Stand your hero on a pressure 
plate, switch to another hero, stand that hero on a plate, switch to a third 
hero and stand that hero on a plate; then, switch to your fourth hero and go 
get the sword.

* A "maze" of floor tiles. Some tiles have a runic picture of Odin on them, 
the others have a complicated floral rune. Walk on the Odin picture tiles to 
safely get the sword.

* A dancing sword. Go through any of the other portals in the room to force 
the sword to stay still so you can pick it up.

* A snowy climb up some cliffs. You can't fly or double jump. Go to your 
right, climb up to the first level and dodge the blasts coming from the cliff 
face. The blasts won't hurt you; but, they will knock you off and you have to 
start again. The sword is at the end of the third level.

Once all four swords are around the Destroyer Armor, USE any sword to unlock 
the armor and start the (predictable) fight against Loki, again. Don't try to 
attack the Destroyer Armor or the trolls; run for the nearest side portal and 
go through it. Inside, kill the trolls and another portal opens. Jump through 
and you're back in Warriors Hall.

Go through the next side portal and the next, repeating the pattern. When you 
jump through the fourth side portal, you find Loki's frozen form. It's not 
touchable; however, you can "damage" the Destroyer Armor. Get rid of the 
trolls and attack the Armor. It's health meter won't decrease, but you'll see 
a damage meter at the bottom of the screen. When that gets full, the Armor 
lets loose with an energy burst. If you're in the room with Loki's body, the 
burst destroys his shell and knocks him out. Mission complete. Step through 
the portal...

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ ACT IV ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

                            FREE AS A DEATHBIRD

* Royal Library (S)
* Royal Court
* Fighter Bay (S)
* Shi'ar Power Core (S)
* Outer Hull
* Observation Deck (S)
* Science Section

* Full Stop
  Destroy the hyperdrive matrix in engineering.

* The Mad Queen
  Find Deathbird to get location of Princess Lilandra.

* Self Destruct
  Stop Deathbird before she can destroy the Shi'ar starship.

* Weapon of the Gods Pt. 1
  Talk to Lilandra to get a shard of the M'Kraan Crystal

 Optional Objectives
* Miscommunication
  Send a message using the antenna of the Shi'ar starship.

* Weapons of War
  Disable the main guns of the Shi'ar starship.

* The Pawns and the Princess
  Save Princess Lilandra from her evil sister Deathbird.

[] Strike point: Royal Library
[] Focus point: Royal Library
[] Body point: Royal Library
[] Sketch book: Royal Court
[] Sketch book: Fighter Bay
[] Strike point: Fighter Bay (Starboard Crew Quarters)
[] Focus point: Shi'ar Power Core
[] Ultron's Simulator Disc: Shi'ar Power Core
[] Strike point: Outer Hull
[] Ulik's Simulator Disc: Outer Hull
[] Daredevil action figure: Outer Hull
[] Body point: Observation Deck
[] Skill point: Science Section
[] Black Panther action figure: Science Section
[] Focus point: Science Section

After all the cutscenes, you find yourself in the Royal Library of Attilan, 
home of the Inhumans. This is your base for Act IV. You'll find the normal 
computers; as well as Strike, Body and Focus upgrades around the outer rim of 
the room. Next to the SAP is a door to the Royal Court. Chat with the people 
you find here. To the right of the entrance, near the outer wall, is a sketch 

If you like, return to the Library and talk to Hank Pym, Nick Fury and Black 
Widow (in that order) and then return to Crystal with news that Medusa is at 
Muir Island. You get exactly zilch and it's not even an official objective. 
But, there you go...

When you're ready to take on the Shi'ar, talk to the big dog. He teleports 
you to the Fighter Bay of a Shi'ar warship; and, of course, you knew it 
wasn't going to be simple. Lilandra has been deposed by her sister, 
Deathbird, and all the Shi'ar are going to be hostile.


During your fight in the Fighter Bay, Corsair (Cyclops' father) joins you. 
There's a SAP right next to your starting point; which, all things 
considered, is kind of useless since you just left home base. Anyway...

Fight your way through the Bay. You'll reach some crates that have to be 
pulled out of the way. The only one you have to move is the center crate. 
Once you go through the crates, turn and look to your left and pick up a 
sketch book. At the top of the stairs, go right--the left path will be 
blocked. At the top of the stairs, go through the room; then, down two 
flights of stairs to the bottom of the Bay. Run straight across the Bay and 
up two more flights of stairs and into another room. There's a Simulator Disc 
(Iceman) here.

Back into the Bay, continue fighting your way to the end. As you near the 
exit, a Shi'ar warrior engages two force fields across your path and opens up 
two force fields that lead into space. You'll have to fight the sucking power 
of the open bays and make it to the console the warrior used. As you near it, 
you'll automatically get a cutscene that shows your hero closing the open 

The force fields across the exit remain in place. To either side of the exit 
are small doors, one leading to the Port Crew Quarters and one leading to the 
Starboard Crew Quarters. Enter each one, in turn (either one first), kill the 
soldiers and USE the Fighter Pit Controls to lower the force fields across 
the exit. In the Starboard Quarters is a Strike upgrade.

Enter the Shi'ar Power Core (Corsair forsakes you at this point) and you'll 
quickly come upon a door that's just been sealed. The key cards you need to 
open the door are taken by two guards who run in opposite directions. Take 
off after them. When you knock them out, you'll automatically get a key card. 
When you go after the guard to the left, look for a Focus upgrade behind a 
glass panel in the room right before the guard. When following the guard that 
goes right, look for a Simulator Disc (Ultron).

Once you have both key cards, stand one hero in front of one console and 
switch to another hero and USE both consoles at the same time. Head through 
the door, save at the SAP, go across the catwalk and USE the elevator to drop 
down to the main hyperdrive.

You now get to fight Gladiator. When the fight starts, ignore Gladiator and 
run to the four corners of the platform and USE the Energy Transfer Consoles. 
Using a flyer to quickly go from console to console works better than a 
ground-based hero. When all four consoles are active, Gladiator becomes 
vulnerable and you can beat on him a little. Eventually, he'll the transfers 
will turn off and Gladiator will be invincible again.

Repeat the previous pattern. It takes at least two, and possible three, trips 
around the circuit before Gladiator is knocked out and the hyperdrive core is 
destroyed. Go over the bridge opposite where you came in. At the end of the 
bridge, look left and pick up a Focus upgrade. Go through a short hall and 
into a small room. Defeat the enemies; then, look for a sketch book on the 
left wall. Continue on to the Outer Hull.

The camera now becomes fixed in an overhead position and cannot be rotated 
(though you can zoom a little bit), which makes some of this level a bit 
tricky. Your first task is to defeat Starbolt and Warstar. Just beyond them, 
walk down into a recessed area and destroy the marked console. Send a flyer 
up and to the left to get a Strike upgrade.

Continue, going up the ramps to find three of the guns. Destroy them, then 
backtrack a little and find the ramps that lead to the area above the guns. 
(Or just send a flyer straight up.) Look down through the glass floor and 
you'll see a Simulator Disc (Ulik). Break the glass (jump + SMASH) and go 
down to get it.

Just past the first set of guns is the satellite communications array. Stand 
next to it and play the little mini-game to manually align the dish. Up next 
are three more guns. Take them out, then follow the path. You'll go down, 
then right, then up. Look for a little ledge with a Shi'ar Tracker along the 
"top" wall. Jump up to it and continue inside to the second "room" and you'll 
find a Daredevil action figure in the top left corner.

Back on the main path, you'll soon come to the last gun turret. Take it out; 
then, find the hatch to the Observation Deck. There's a SAP just inside the 
door, and, just beyond, a fight against Hussar and Neutron, members of the 
Shi'ar Imperial Guard. These dual-mini-boss fights should be old hat by now; 
and, you should have plenty of momentum so you can lead with extreme attacks.

And, just past the two lackeys is Miss High-and-Mighty herself, Deathbird. In 
one sense, this is a standard beat-em-up fight. However, there are a few 
wrinkles. The first thing you'll notice is Deathbird likes to fly, which 
means you're going to have to rely almost exclusively on ranged attacks. You 
may occasionally catch her on the ground, but you won't be able to get many 
hits in before she takes off again.

Second, Deathbird will sometimes grab your hero and fly up in the air. At 
this point you have to play a little mini-game, pressing keys as they show on 
screen, in order to fight out of her grip. Fail the mini-game and you get 
smashed on the ground. That's gotta hurt.

Third, when Deathbird reaches 50% health, she brings in a crystal that makes 
her invulnerable. When this happens, run over and hit the crystal (you don't 
have to use a power or a SMASH attack, just a normal hit will do). This makes 
Deathbird temporarily vulnerable again and you can go about your business of 
hitting her with everything you've got.

After the fight, search the room for a Body upgrade, then follow Deathbird 
through the portal she opened in the center of the room. You're now in the 
Science Section; and, walking forward a bit triggers a cutscene where you see 
Deathbird set off a self-destruct sequence. You now have one minute to de-
activate the sequence or you are all going to be reduced to your component 

Yeah. One minute. 1:00. 60 seconds.

Follow your map. You'll see a bunch of red X marks on your map. Some of these 
mark power nodes. Destroying a power node adds 30 seconds to your timer and 
there are four nodes. Ignore the soldiers and anything else and just go get 
the power nodes. Run left to get to the first node. Destroy it, then follow 
the path around (there's only ever one way you can go) destroying each node 
you find.

When you reach the third node, you'll also find Lilandra in a torture 
chamber. You have a choice to make. If you want to save Lilandra, you have to 
do it now. If you've been moving quickly enough, you have enough time. 
Destroy the node in this room; then, destroy the console next to Lilandra 
(it's got a *lot* of hit points, so use massive damage powers). If you have 
at least 30 seconds left, you have enough time. Run to the next room and 
destroy the fourth node.

You then enter the main reactor room and you have to destroy the four laser 
emitters. These go down pretty quickly, so there won't be a problem unless 
you arrive here with only, like, 20 seconds remaining.

Now, go back and clean up. Return the way you came to the starting point. 
From that entrance from the Observation Deck, look to your right to pick up a 
skill point. Now go back left, the way you went when you were playing beat-
the-clock. When you reach the room with the mesh bridges, you'll notice 
there's a shortcut back to the torture chamber. Don't go that way.

Continue just as you did the first time. In the room with the second power 
node, fly up to the platform in the far corner and you'll earn a Black 
Panther action figure. Now go on past the reactor room, to the room with the 
M'Kraan Crystal. USE the console to take down the force field, then go down 
into the room and find the Focus upgrade on the far side. Then, hit the 
crystal to get a shard of it and open the portal back to the Royal Library of 

                          PLANET EATERS ANONYMOUS

* Royal Library (S)
* Sky Towers
* Aeronautics (S)
* Cityscape
* Heights of Progress (S)
* World Devourer

* Weapon of the Gods Pt. 2
  Steal the Muonic Inducer from Galactus.

* To Weaken a Giant
  Destroy the magnetic shield generators that protect Galactus.

 Optional Objectives
* Core Meltdown
  Destroy the core drills of Galactus and save the Skrull planet.

[] Piledriver's Simulator Disc: Sky Towers
[] Black Panther action figure: Sky Towers
[] Focus point: Sky Towers
[] Body point: Sky Towers
[] Focus point: Aeronautics
[] Sketch book: Aeronautics
[] Strike point: Aeronautics
[] Ms. Marvel's Simulator Disc: Cityscape
[] Sketch book: Cityscape
[] Body point: Cityscape
[] Strike point: Cityscape
[] Human Torch's Simulator Disc: Cityscape
[] Dragonman's Simulator Disc: Heights of Progress
[] Skill point: Heights of Progress
[] Daredevil action figure: Heights of Progress

There's not much to do in Attilan except save your game and make sure your 
team is up-to-date in skills and team skills. When you're ready to face 
Galactus, talk to the pooch (Lockjaw) and take off. Advance across the first 
bridge, where you'll be introduced to the Magnetic Shield Generators used by 
Galactus to protect himself.

Destroy this one, and any others you come across (well, there's actually only 
one other). Straight ahead from this first Generator, you'll see a Simulator 
Disc (Piledriver). In the next room, turn left and you'll see a Black Panther 
action figure. Continue up some stairs, through a room and then down into a 
large area where there's another Magnetic Shield Generator.

As you come down the stairs, go right and around the corner to pick up a 
Focus upgrade. Go back the other way and around the corner to get a Body 
upgrade. Continue across the large platform and enter Aeronautics.

You'll meet Super Skrull, Paibok and the Skrull Empress. The Empress offers 
you a deal: open the hangar doors so she can escape and she'll give you the 
key to defeat Galactus. Seems like a bargain, especially since she offers you 
the services of either Paibok or Super Skrull. (Pick either one, it doesn't 
matter which.)

Go up the only accessible stairs in the hangar and begin fighting your way 
through a horde of Galactus Punishers and Ultron Warriors. The path is 
winding, but there's only ever one way to go, so you shouldn't get lost. Make 
sure you blow up the walls along the way, at one point, shortly before reach 
the SAP, you'll find a Focus upgrade.

Continue until you reach the hangar control room and USE the console to open 
the hangar doors. Go out the door on your right and pick up a sketch book, 
then the door on the left and get a Strike upgrade. Now go down into the 
hangar and talk to the Empress.

You know what they say...If it's too good to be true...

Now you've got to fight Paibok and Super Skrull, which is just like every 
other mini-boss fight you've been through to this point. When they are down, 
exit by way of the hangar doors to reach Cityscape.

This is another side-scrolling level, though moving from right to left 
instead of left to right. You'll be keeping pace with Galactus his own bad 
self; and, occasionally have to dodge bombs from Skrull pilots with bad aim 
(avoid the red circles).

After the first left turn, go all the way to the edge of the walkway to pick 
up a Simulator Disc (Ms. Marvel). Continue on until you see a drill used by 
Galactus to suck the life out of the planet. You can (and it's optional) 
destroy the drill (and one other) as part of a side quest. Go ahead and use a 
power on the part of the drill marked with a blue X. Just past the drill is a 
sketch book to your heros' right (away from the screen) in a little side 

When you get down to a T-intersection, move toward the camera and pick up a 
Body upgrade. Then continue away from the screen and then left. Keep going 
left until you reach a large fire at broken portion of the walkway. There's a 
Strike upgrade partially hidden behind the fire. Now you can backtrack a 
little and move "down" (toward the screen).

Keep going until you have your first conversation with Galactus. He'll 
unleash a horde of Punishers on you. Take care of them, then look for a 
Simulator Disc (Human Torch). If you go to the T-intersection just past the 
talk with Galactus, it is to your heros' left (down or toward the screen). 
Just past this point is the entrance to the Heights of Progress.

First up you have to get up on a ledge where you'll find a Simulator Disc 
(Dragonman) and a SAP. If you want to do it the "right" way, there's a block 
nearby you can push/pull into position so you can jump up to the ledge. Or, 
just have a flyer go up and the rest of the team will automagically appear. 
Save your game and continue.

Past the SAP, you'll turn right and then left. Right after the left turn, 
there are little rooms off to each side. The left-hand room has a skill 
point. Straight ahead lies a fight against Titannus.

Titannus is tough. The only thing in your favor is he frequently ignores you 
as he is intent on busting up the lab where you're fighting. Like most 
monsters, Titannus mostly uses devastating, short-range powers. If you stay 
back and pepper him from range, you should do OK. Beware of the science 
experiments that jump out at you. If one gets on your back, rapidly tap USE 
to get it off.

When Titannus is finished, move into the next room, where you'll find two 
control panels with the green X marks in front of them. Move one hero on a 
green X and move another hero on the other green X and press USE. The two 
cells in front of you will open. In the right-hand cell is a Daredevil action 
figure. In the left-hand cell is a scientist who will give your player-
controlled hero a free level-up.

Sweet! Go past the cells and through the door...

"Hello. My name is Galactus and I eat planets."

"Hi, Galactus!"

First up: run away! Yes, that's right, flee Galactus along a walkway in a 
side-scrolling level. Ignore the beasties that bump in the night around you 
and just keep moving. At one point, Galactus knocks a tower down in front of 
you. Look immediately to your heros' left (away from the screen) for another 
tower that forms a ramp to an upper walkway. Use that to keep moving.

Once you've successfully executed your tactical re-alignment, you'll meet 
Silver Surfer and he'll offer you a way of getting rid of Galactus. Or, at 
least, knocking him unconscious. He also revives any of your team that has 
fallen, so if you reach this spot with only one hero, you're still 
green...super green, even.

When the fight starts, run left and USE the polarity control, then move to 
the center of the area and USE another polarity control and then go right and 
USE a third polarity control. You have to do this while dodging Punishers and 
avoiding Galactus himself, who occasionally likes to pick you up and squeeze 
you--if that happens, rapidly tap the key shown on the screen to break free.

Once all three polarity controls have been activated, Galactus releases a 
large energy burst. Before that happens, Silver Surfer tells you his is going 
to distract Galactus. Now you get to play the mini-game. As Silver Surfer 
flies around Galactus, press the keys shown on the screen. Do this 
successfully and Galactus will hit himself with his energy burst and knock 
off one-third of his health.

Then, you get to do the whole thing all over again (twice more, in fact!) USE 
the three polarity controls, play the mini-game with Silver Surfer. Etc. 
After the third successful mini-game, Galactus blows himself up. Hooray for 
you! Take the portal back to Attilan. Save your game, then talk to Lockjaw 
and ask to be sent back to Earth.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ ACT V ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

                               THE DOOM SONG

* Stark Tower (S)
* Castle Doom (S)
* Doom's Lair (S)
* Doom's Dimension (S)
* Doom's Lab (S)
* Doom's Throne (S)

* Iron Marathon
  Survive the onslaught of Doom's Iron men.

* To Curse the Darkness
  Reactive[sic] the power for Stark Tower.

* Follow the Leader
  Save Nick Fury from Doom's version of Iron Man.

* To Battle a God
  Defeat Dr. Doom using the Muonic Inducer and the M'Kraan Crystal.

* The Hand of Doom
  Find Doom's gauntlets.

* The Armor of Doom
  Find Doom's armor.

* The Face of Doom
  Find Doom's mask.

 Optional Objectives
* The Rescue of Odin
  Save Odin from Dr. Doom's infernal contraption.

* Device of the Ancients
  Locate the Ultimate Nullifier.

[] Sketch Book: Stark Tower
[] Strike point: Stark Tower
[] Focus point: Stark Tower
[] Body point: Stark Tower
[] Daredevil action figure: Castle Doom
[] Skill point: Castle Doom
[] Sketch book: Castle Doom
[] Body point (x4): Castle Doom
[] Focus point (x4): Castle Doom
[] Strike point {x4}: Castle Doom
[] Black Panther action figure: Doom's Lair
[] Skill point: Doom's Lair
[] Sketch book: Doom's Lair
[] Sketch book: Doom's Dimension

All is not well on Earth. First, go around to the marked spots on your map 
and activate the power consoles. Then, a bunch of Doom-created Iron Men swoop 
into Stark Tower and kidnap Nick Fury. Go into Iron Man Lab and join Fury in 
an old-fashioned beat down of about a hundred Iron Men. (They're pushovers. 
Really.) After you've disposed of a bunch of them, Hank Pym finally gets his 
EMP generator working and makes Stark Tower save again.

Return to Stark's office and explore a bit. There are upgrades for each of 
your stats (Body, Strike and Focus) and a sketch book on the table next to 
Black Widow. You can also play the trivia game, review your game stats and 
run simulator missions.

When you're ready for the final mission, talk to Nick Fury. He'll fly you to 
Castle Doom. The first area has no enemies, so relax a little and enjoy the 
view. As you advance through the main room, a stone staircase will appear 
before you. Go ahead and climb the stairs, there's nothing to collect in this 

Go right along the balcony until a stone bridge appears over to the other 
side. Cross over and go through the next room. In the room beyond, a Y-shaped 
stone walkway rises out of the floor. Look to the right and left and you'll 
see statues of knights. Destroy the statues with a ranged attack and treasure 
chests appear on the floor. Go down and open the chests and you'll get a 
Daredevil action figure and a skill point.

Continue until you enter the Hall of Many Doors. Ignore the doors on the 
north and south sides of the room (the camera is stuck in an overhead 
perspective). Find the spot on the left side of the room where you get the 
prompt to Enter Door. Press USE to get to the far side of the Hall.

Go down the stairs in the next room and jump into the pit. You'll find 
yourself in a large room with doors to either side and a statue of doom ahead 
of you. Directly to your left is a sketch book. You might notice on your map 
a SAP icon; however, you can't access this point yet. Around the statue of 
Doom are four upgrades each for Body, Strike and Focus. Those, too, are 

Stand near the base of the Doom statue and press USE to examine it and update 
your objectives. Now go through the door along the right side of the room and 
enter Doom's Lair. Rest time is over; you'll be facing a lot of enemies from 
now on. The first room is a two-level library. If you jump down into the 
center, there are Energy and Health Stations; however, you'll need a flyer to 
get back up (the rest of the team with auto-magically follow).

Go past the library and down the hall to a second library. At the second door 
on the left, go into the side room and USE the big bookcase over in the 
corner. This will open a passage to a secret room containing a weapon cache. 
Open the cache to gain a Black Panther action figure. Go back into the 
library and go over to the first door on the right. Inside this room is a 
skill point.

In the far corner of the library is another large bookcase. USE it to open a 
secret passage. Work your way through a couple of rooms, making sure you pick 
up the sketch book that's in the second room. You'll also pass a SAP as you 
go. You may notice that you can't Extract from these access points. You're 
stuck in this mission until you complete it (you can Change and Revive Team 
if you need to do so; and, of course, you can save your game).

Finally, you'll reach a large room and have your first encounter with Dark 
versions of Marvel Super Heroes. In this case, it's Captain America and 
Colossus. These two are as tough as you would expect them to be. Ranged 
energy attacks work pretty well on Cap, while Colossus takes a little more 
damage from elemental attacks. If you have enough momentum built up, now 
would be a good time to use extreme powers.

Once both dark heroes are out, head up the stairs and pick up Doom's 
gauntlets. When you do, the floor falls from beneath your feet and you find 
yourself in Doom's Dimension. Go up the stairs and enter the Stairwell. This 
is a short, side-scrolling area that requires you to fight your way up some 
stairs. When you reach the top, pass by the door leading to the Dimensional 
Cavern and use the SAP to save your game.

Enter the Cavern and have a talk with Dark Cyclops and Dark Psylocke. 
Fortunately, you do not have to face these two together. Cyclops takes off 
and you can work on Psylocke. If at any point you fall off the edge of the 
platforms, you find out just where Cyclops went. He's on the *bottom* of the 
platform and you can fight him down here (upside down, of course--have fun 
with that...)

You can work over Psylocke and Cyclops in any way you want. Switch back-and-
forth, take one out then the other, whatever. Cyclops is the more dangerous 
as his optic beam has a stunning effect that is rather nasty. Only when both 
dark heroes are defeated will the way to advance be open. This takes you to 
the Hall of Arms, which is a small area that basically contains Doom's armor. 
Look to your left as you enter and pick up the sketch book.

Pick up Doom's armor and go through the door behind it. This leads to Doom's 
Lab. Fight your way across the large room and up the center stairs on the far 
side. You'll take a left out of this room; go straight across the hall and 
pick up the last sketch book in the game from the side room. Now, follow the 
hall all the way around to another side room and pick up the Ultimate 
Nullifier. It's broken, but it makes a difference in your end game.

Go back along the hall to the center door and along the hall. This hall has 
three fluctuating beam barriers similar to the chompers you experienced in 
the fake Castle Doom in Arcade's level. As before, it helps to have a party-
wide regeneration power here (such as the Spider-Woman's). Dodge the beams 
and open the door at the far end of the hall.

There's a SAP right here to save your progress. Beyond is a tricky walk 
across a rolling path. You *cannot* just fly across and hope your non-flying 
teammates will auto-magically follow you. If you only have one non-flying 
hero, take him or her across yourself and the flyers will follow on their 
own. If you have more than one non-flying hero, you will have to experiment 
with ways to get them across (or get a friend or sibling to help you out). 
(Note that Spider-Man counts as a flyer for these purposes, since he can web-
swing across.)

Beyond the rollers is another hall with the fluctuating beams. When you reach 
the end of that, you'll be in a large room with Odin trapped in a machine. 
Try to break the machine and you'll get a message that you need a Doom-
created weapon to break it. Walk around the machine and you'll meet Dark Thor 
and Dark Spider-Man.

These two will be tough, not only because they're dangerous on their own; 
but, they will be helped by Doombots. Try to avoid using your extreme powers 
(for reasons soon to be apparent). Take out Spider-Man first, if you can, his 
web trap is actually worse than Thor's ability to stun. As soon as the two 
dark heroes are defeated, an army of Doombots runs into the room.

*Now* is the time to use your extreme powers. Let 'em have it. Then, find the 
Dark Thor's hammer on the ground and pick it up (USE it) and attack the 
machine holding Odin. This frees him and gives you a better ending for the 
game. Now, pick up Doom's mask from the pedestal behind where Dark Thor and 
Spider-Man appeared. Go up the stairs and return to Castle Doom.

You're back in the room where you started. The glass cases protecting the 
Body, Focus and Strike upgrades break, so boost all your heroes. The SAP is 
uncovered and, hey!, you can Extract from this one. Finally, a staircase 
rises around the statue of Doom and a portal to the throne room appears. Step 
through and prepare for the final battle.

First up, you get to fight the Dark versions of the Fantastic Four. This 
won't be an easy fight. Try to separate them. One tactic is to get up on one 
of the small balconies around the corners of the room. The FF will get 
tangled up trying to come up the stairs and you can more easily pick them 

When the Dark FF are defeated, Doom rises up and four green energy beams 
shoot out from him. Find the points where those beams are connecting to 
machines (they're marked on your map with a red X) and attack the machines. 
As you do so, a dark FF hero comes out. Try to only do one machine at a time. 
(Bouncing powers like Iron Man's Unibeam or Cap's Thrown Shield can get you 
in trouble.)

After all four machines have been destroyed and all the dark FF heroes have 
been defeated (again), walk under where Doom is floating in the air. Play the 
little mini-game (rapidly tap the key shown on screen) and you'll touch Doom 
and steal some of his power.

Now, the real fight begins. Doom is vulnerable, but not easy. In addition, 
the Dark FF heroes will keep respawning. Fortunately, this time the FF are 
pushovers and you can beat them easily to collect health and energy orbs. 
Doom's main defense is he keeps knocking you away. It will be very, very 
difficult to get close enough to use any melee attacks or powers. You'll have 
to rely almost exclusively on ranged attacks and Doom dodges these very well.

The fight is mainly one of endurance and patience. There's no trick to it; 
just keep plugging away. Remember to turn and attack the dark FF heroes to 
keep your energy and health up and to build momentum so you can use extreme 
powers. The fight will take a while, and you may lose a hero (or two or 
three); but, keep at it. When you finally defeat Doom...

Well, that's it! You've won the game. You'll get a nice, FMV ending sequence; 
and, then, the game will go through and show you the results of the actions 
you took (or didn't take) during the game. All those optional objectives you 
fulfilled have consequences. Enjoy the ending sequence, then, play the game 
again on hard mode! Or use a different team. (Nick Fury is now available as a 
playable character.)


MUA                             TRIVIA GAME                               MUA

                                   ACT I

Act I questions are worth 50 experience points for each correct answer.

* The Fantastic Four have the headquarters in what building?
  Baxter Building

* Peter Parker works as a photographer for:
  The Daily Bugle

* Thor has two war goats to pull his chariot. They are named:
  Toothgrinder and Toothgnasher

* Before becoming Radioactive Man, Chen Lu was:
  A nuclear physicist

* S.H.I.E.L.D.'s highest ranking agent is:
  Nick Fury

* Captain America was frozen in which war?
  World War II

* The vampire hunter Blade is:
  Half vampire

* Before turning to a life of crime, Mysterio was:
  A special effects artist

* Dr. Doom went to the same college as:
  Reed Richards

* What is commonly believe to be The Black Widow's previous occupation before
  becoming a Russian spy?
  A ballerina

* Ghost Rider is known as:
  The Spirit of Vengeance

* Deadpool joined the Weapon X program because:
  He had incurable cancer

* Who paid Mac Gargan to become the Scorpion?
  J. Jonah Jameson

* What did Dr. Pym discover that allowed him to change size?
  Pym Particles

* Who here was not a member of the Howling Commandos?
  Jasper Sitwell

* What vehicle is the Avengers primary mode of transport?
  The Quinjet

* Which inhuman did Johnny Storm date?

* Iceman is a member of which team?
  The X-Men

* Which Super Hero is romantically interested in Sue Storm?

* What was Dum Dum Dugan before he joined the military?
  A circus strongman

* What is the name of Tony Stark's building that the team uses as head-
  quarters in Marvel: Ultimate Alliance?
  Stark Tower

* Wyatt Wingfoot is a member of what tribe of Native Americans?

* What was Wolverine's name when he was a Horseman of Apocalypse?

* Daredevil and Elektra first met at which school?
  Columbia University

* Weasel's real name is:
  Jack Hammer

* Edwin Jarvis is the butler to:
  Tony Stark

* Captain Leonard McKenzie was the father of:

* The Vision is an android created by:

* Fin Fang Foom is an alien from:
  Maklu IV

* How many rings of power does Mandarin possess?

* Spider-Man was talked into creating the Spider-Mobile by the advertising
  firm of:
  Carter Lombardo

* When just a child living on the street, Storm attempted to:
  Pick the pocket of Professor Xavier

* The Thing has how many fingers on both hands, including his thumbs?

* Silver Surfer's "surfboard" is composed of:
  the same material as his body

* Nick Fury has a brother who became the villain:

* Ms. Marvel has never been known as:

* In college, Mr. Fantastic roomed with:
  Ben Grimm

* Bullseye killed Elektra with:
  her own sai

* Bucky was:
  Captain America's sidekick

* What does the K in MODOK stand for?

* Jarvis was at one time a member of:
  The Royal Air Force

* When she worked for Hydra, Spider-Woman's first mission was to:
  Kill Nick Fury

* Wyatt Wingfoot was a college roommate of:
  Johnny Storm

* Weasel has worked closely with:

* Namor's cousin Namorita is:
  A clone

* Namor is half Atlantean and half:

* Dr. Doom was expelled from college because:
  He caused an explosion with an experiment

* The Grey Gargoyle is able to:
  turn his victims to stone with a touch

* Attuma believes he is destined to rule Atlantis because:
  it was written in the Atlantean Chronicles

* Mandarin lives in:
  The Valley of Spirits

                                  ACT II

Act II questions are worth 200 experience points for each correct answer.

* Who is not a member of the Vishanti?

* The Vision is programmed based on the brain patterns of:
  Wonder Man

* The other Black Widow is also known as:
  Yelena Belova

* The Sanctum Sanctorum is the home of:
  Dr. Strange

* Professor Charles Xavier is the founder of:
  The X-Men

* Who was Luke Cage's partner in Heroes for Hire, Inc.?
  Iron Fist

* Reed Richards tried many times but failed to:
  Revert Ben Grimm back to his human form

* Tony Stark created his very first armor:
  with a pacemaker to keep his heart beating

* Invisible Woman's mother:
  Died in a car accident

* Who saved Ghost Rider from his deal with Mephisto?
  Roxanne Simpson

* Elektra's father was a:

* Daredevil's father was killed because:
  He wouldn't throw a boxing match

* What villain was resurrected by using a cloned body of Captain America?
  The Red Skull

* What is woven into Black Panther's suit to absorb attacks?

* Dr. Doom's full name is:
  Victor von Doom

* S.H.I.E.L.D. uses a piece of equipment known as an LMD, which stands for:
  Life Model Decoy

* Wong is Dr. Strange's:

* Nightcrawler's real name is:
  Kurt Wagner

* Ms. Marvel became the Super Hero Binary after:
  Being experimented on by the Brood

* Nick Fury's middle name is:

* How did Rhino get the super-strong suit he wears?
  He was part of an Eastern Bloc experiment

* Where does Arcade trap his victims?

* The Sanctum Sanctorum is located at:
  177a Bleecker Street

* The Ancient One is the teacher of:
  Doctor Strange

* Who is Nightcrawler's mother?

* Where is Clea from?
  The Dark Dimension

* Spider-Man's real name is:
  Peter Parker

* Storm has a deep fear of:
  Enclosed spaces

* Before he became the Thing, Ben Grimm was:
  Leader of the Yancy Street Gang

* Hank Pym has not worked under which name?
  Big Man

* Professor Xavier was unable to walk after suffering a spine injury during a
  battle with:
  An alien named Lucifer

* Wong's father was named:

* Mephisto considers Blackheart to be:
  His son

* Arcade's two assistants are named:
  Miss Locke and Mr. Chambers

* When she uses too much power Jean Grey can potentially become:
  The Phoenix

* Clea is a close friend of:
  Dr. Strange

* Daredevil first wore a mask when:
  He attempted to save Elektra and her father

* The Human Torch's uniform is never damaged by flame because it's made of:
  Unstable molecules

* Dr. Strange originally sought out the Ancient One:
  To cure his damaged hands

* One of Peter Parker's worst enemies in high school was:
  Flash Thompson

* Thor was once turned into what animal by Loki?

* The Shocker's suit does what?
  Deflects physical blows with a vibrational shield

* Dr. Doom wears a facemask:
  Because his face is scarred

* The parents of Professor Xavier are:
  Sharon and Brian Xavier

* Margali Szardos is:
  the gypsy who raised Nightcrawler

* Who was not a herald of Galactus?

* How did Spider-Woman get her powers from Spider-Man?
  She didn't

* Markio Yashida was engaged to marry:

* Jean Grey's powers activated early in her life when she witnessed:
  Her friend being hit by a car

* Dr. Doom attempted to get to Mephisto's Realm for many years because:
  Mephisto held his mother's spirit prisoner

                                  ACT III

Act III questions are worth 450 experience points for each correct answer.

* The Asgardians refer to Earth as;

* Odin is not the father of:

* Black Panther is the king of:

* Who created the Super Soldier Serum that created Captain America?
  Emil Erskine

* Matthew Murdock's father was a boxer with the nickname of:
  Battling Jack Murdock

* Who built H.E.R.B.I.E.?
  Reed Richards

* Thor's hammer can only be lifted by:
  Those the hammer deems worthy

* After cutting off Sif's blond hair, Loki replaced it with new hair created

* What did the wolf Fenris do to the warrior Tyr?
  Bit his hand off

* What does Valkyrie call Dragonfang?
  Her sword

* Enchantress is able to enslave men with a:

* Dr. Doom attended what college with Reed Richards?
  Empire State University

* Who is able to become as hard as diamond or completely intangible?
  The Vision

* Bifrost is another name for:
  The Rainbow Bridge

* Hermod is known primarily as the god of:

* The vampires refer to Blade as;
  The Daywalker

* What earth-shattering news did Loki tell Deadpool?
  That Deadpool was a comic book character

* Dr. Strange is also known as:
  The Sorcerer Supreme

* Ghost Rider made a deal with Mephisto:
  To save the life of Crash Simpson

* Iceman was able to hide his mutant powers until:
  He had to freeze the leader of a gang of bullies

* Who is second in command of the Fantastic Four?
  Sue Storm

* Luke Cage can only be injured by:
  Adamantium weapons

* What can Mr. Fantastic do?
  Alter his appearance to look like someone else

* Ms. Marvel had her powers stolen by:
  The X-Man named Rogue

* Before joining the military, Nick Fury was part of:
  an airplane wing-walking act

* Which is the correct spelling of Peter Parker's alter ego?

* Which of these is not true of the Thing's physique?
  Has no nose

* Bifrost is the bridge to:
  None of the above

* The Black Knight gave Valkyrie:
  Her winged horse

* To recharge his power, Odin must:
  Enter a state known as Odinsleep

* After being fatally wounded by Bullseye, Elektra managed to:
  Make her way to Matthew Murdock's home

* Pepper Potts is the name of:
  Tony Stark's secretary

* The Silver Surfer is from the planet:

* Wolverine's bones are covered in:

* Volla is an Asgardian who:
  Can forsee the future

* Who has not lifted Thor's hammer?

* Which is not one of the races in Asgard?
  All are found in Asgard

* What makes Spider-Woman so attractive to men?

* Storm's real name is:
  Ororo Munroe

* What is Robbie Robertson's job at the Daily Bugle?
  Editor in chief

* Sif and Thor didn't marry because:
  Sif couldn't understand Thor's attachment to humans

* Asgard is made up of how many worlds?

* What does not describe Ymir?
  A Fire Giant

* What magical item does Loki use?
  Norn Stones

* The Black Widow's husband became:
  The Red Guardian

* Hank Pym created Ultron based on the brain patterns of:

* S.H.I.E.L.D. is affiliate with:
  The United Nations

* What experiment was Dr. Doom working on that exploded in college?
  A communicator to talk to his dead mother

* The Wrecking Crew got their super powers when:
  An enchanted crowbar they held was struck by lightning

* Loki is the true son of:
  The Frost Giant Laufey

                                   ACT IV

Act IV questions are worth 800 experience points for each correct answer.

* Attilan is located:
  In the Blue Area of the moon

* The Inhumans develop their superpowers after they:
  Breathe in the Terrigen Mist

* What team wasn't Blade a part of?
  The Lethal Legion

* What was the name given to the project to create Captain America?
  Operation: Rebirth

* Ghost Rider was bound to the demon named:

* The Inhumans were originally humans who:
  Were experimented on by the Kree

* Black Bolt does not talk because:
  His voice is so powerful it could level a mountain

* When Gorgon stamps his foot it:
  Makes a mini-earthquake

* Galactus was originally:
  an alien named Galan

* Super-Skrull was created to:
  defeat the Fantastic Four

* The Starjammers are lead by Corsair, who is the father of:

* When he was created by Ultron, The Vision's first mission was to:
  Kill the Avengers

* What is Wakanda's greatest mineral resource?

* What was the name of Matt Murdock's receptionist?
  Karen Page

* Deadpool is known as:
  The merc with the mouth

* The Watchers upload all information they accumulate to:
  The One

* Black Bolt once whispered a word and:
  Destroyed half of Attilan

* The Skrull were a peaceful race until they were attacked by:
  The Kree

* The Shi'ar race evolved from:

* S.H.I.E.L.D. Central is the organizational headquarters which is located
  New York

* Dr. Doom originally took the throne of Latveria from:
  King Vladimir

* Which item doesn't Dr. Strange use:
  The Infinity Formula

* Invisible Woman was at one time known as:
  Invisible Girl

* Which villain did Tony Stark use his Centrifugal Force ray on to make so
  heavy he sank through the floor of the factory?
  The Crusher

* Hank Pym uses his cybernetic helmet to control:

* The equipment that gave Luke Cage his powers was created by:
  Stark International

* Silver Surfer's real name is;
  Norrin Radd

* Which does not describe Lilandra Nermani?
  Romantically involved with Magneto

* The Skrulls had a homeworld called Skrullos until:
  it was devoured by Galactus

* The Starjammers are a group of former:
  Shi'ar prisoners

* Who is king of the Inhumans?
  Black Bolt

* Why was Attilan moved to the moon?
  To escape humans and their pollution

* What Kree device was used on Carol Danvers to turn her into Ms. Marvel?

* Nick Fury was at one time leader of:
  The Howling Commandos

* Does the Thing really have a Sweet Aunt Petunia?
  Yes and she's a young woman

* Thor was banished to Earth for a while because:
  He violated a truce between the Asgardians and the Frost Giants

* The 'fastball special' is when:
  Colossus throws Wolverine at an enemy

* When Storm was a child, the gang of street urchins she was in was
  lead by:
  Achmed el-Gibar

* In battle, the Silver Surfer uses:
  The Power Cosmic

* What device did Reed Richards successfully use to keep Galactus
  from consuming the Earth?
  The Ultimate Nullifier

* Karnak's special power is:
  To see the weakness in any item, person or plan

* The only person who might be considered a friend of Uatu is:
  Reed Richards

* What does not describe Gladiator?
  Loyal only to Lilandra

* Triton is good friends with:

* Who Does Dr. Droom blame for the explosion that got him expelled
  from college?
  Reed Richards

* Elektra was resurrected by:

* Loki manage to foul up the creation of Thor's hammer by:
  Shortening the handle

* Crystal's power is the ability to:
  Control fire, water, earth and air

* To protect Attilan from destruction, Black Bolt was kept:
  in a soundproof room

* How did Medusa converse with Black Bolt when he was kept in the
  soundproof room?
  With a special sign language

* Eitri, Brok and Buri are dwarven blacksmiths who created;
  Thor's hammer

                                   ACT V

Act V questions are worth 1,250 experience points for each correct answer.

* Castle Doom is located in:
  Latveria (this question is a freebie, you get no XP for it)

* How does Dr. Doom enforce the law in his country?
  An army of robots

* Willie Lumpkin is:
  Mailman to the Fantastic Four

* The Vision was created from parts:
  used in the original Human Torch

* Nick Fury's brother Jake led the group of villains known as:
  The Zodiac

* The Avenger's Mansion was located at:
  890 Fifth Avenue

* Who is Psylocke the sister of?
  Captain Britain

* Mikhail Rasputin, the brother of Colossus, was at one time a:

* What did the Shi'ar do with Cyclops's parents?
  Kidnap them and make them prisoners

* What villain did T'Challa destroy the hand of while protecting his father?
  Ulysses Klaw

* Which Super Hero is the alter-ego of Steve Rogers?
  Captain America

* Daredevil was blinded as a child by:
  Radioactive waste

* How did Willis Stryker have a big impact on Luke Cage's life?
  He framed Luke for a crime so he would go to jail

* Who has not been a love interest for Wolverine?

* Thor's war hammer is made out of:

* The capital of Latveria is:

* As a child, the Thing lived where?
  Yancy Street

* Which does not describe Storm's mother?
  A former member of the X-Men

* Before joining S.H.I.E.L.D., Spider-Woman was a member of:

* At one time, Peter Parker's Aunt May was very close friends with:
  Doctor Octopus

* Norrin Radd became the Silver Surfer to:
  Save his home planet from Galactus

* Who used the Ultimate Nullifier to keep Galactus away from Earth?
  Reed Richards

* Which Super Hero had a best friend named Harold "Happy" Hogan?
  Iron Man

* Sandi Brandenburg is known as:
  Deadpool's manager

* Which odd turn of events did not happen to Psylocke?
  She teleported the X-Men to the Negative Zone with Cerebro

* Deacon Frost is the vampire who:
  Attacked Blade's mother

* Why was all the research on the Super Soldier Serum lost?
  Dr. Emil Erskine was kille

* Franklin "Foggy" Nelson is Matt Murdock's:
  Business partner

* Dr. Strange was originally a:

* Johnny Blaze is the real name of which Super Hero?
  Ghost Rider

* What's the name of the college Wyatt Wingfoot and Johnny Storm attended?
  Metro College

* Colossus did not know he had the mutant power to turn to steel until he:
  Stopped a tractor from crushing his sister

* Cyclops cannot control his optic beam unless he is:
  Wearing special glasses

* Dr. Cornelius was the head of:
  The Weapon X Program that dealt with Wolverine

* Ben Grimm's battle cry is:
  It's clobberin' time

* Deadpool never removes his mask because:
  His face is severely disfigured

* Daredevil is known as:
  The man without fear

* Cyclops spent his childhood at an orphanage in:
  Omaha, Nebraska

* How long did Dr. Doom's trans-dimensional experiment in college work before
  it exploded?
  Two minutes and thirty-seven seconds

* Baron Wolfgang von Strucker was known for leading the group called:

* When she was a Soviet agent, the Black Widow initially spied on:
  Stark Enterprises

* Who was Captain America's sidekick in WWII?

* Elektra was killed by Bullseye shortly after she refused to kill:
  Foggy Nelson

* When he was 15 years old, Tony Stark's parents were killed:
  In a car accident

* What is not true about Colossus in his metal form?
  Immune to magnetic attacks

* What is the name of the wrestler Spider-Man defeats as he attempts to cash
  in on his new found powers?
  Crusher Hogan

* At the time she took Ms. Marvel's powers, Rogue was a member of:
  The Brotherhood of Evil Mutants

* Dr. Doom's mother died because she made a bad deal with:

* How does Dr. Doom describe his form of government?
  An enforced monarchy

MUA               VERSION HISTORY & CREDITS [4.00]                        MUA

v1.02 2006-11-15
      - Corrected a few more mistakes/typos
      - Added another couple unique conversations

v1.01 2006-11-14
      - Added several unique conversations
      - Added more special teams
      - Corrected some minor mistakes

v1.00 2006-11-11
      - Full game walkthrough complete
      - All trivia game questions complete

v0.50 2006-11-08
      - Added "Handbasket Express", "Bridge Over Frozen Waters" and
      - Added Act III trivia questions

v0.30 2006-11-05
      - Added "Duck a'la Mandarin" and "Carnivale"
      - Added Act II trivia questions

v0.20 2006-10-31
      - First published version

Thanks to:

* John T. for clarifying aspects of My Team roster changes

* Timothy for filling me in on the consequences of not stopping the super
  soldiers in the secret room between the two lifts on Omega Base

* Shane for revealing the location of a Black Panther action figure in
  Iron Man Lab

* GiLLo for reminding me of the Body upgrade in Arcade Bot Arena

* Jeremy L for remembering the old arcade game you play in Murderworld is
  Breakout, not Pong

* Thomas H., Cyrus Majin, Carlos, James P. and Kashkin for more unique

* The dedicated hackers who made it possible to unlock Moon Knight and
  Colossus on the PC. Rock on, guys!

MUA                         LEGAL [5.00]                                  MUA

Written & Copyright 2006 by Barry Scott Will

Trademarks and other marks are reserved to their original owners. This guide 
is not endorsed or authorized by Marvel, Activision or Raven Software.

This guide is for informational purposes only and no explicit or implicit 
warranty is made with regards to the suitability of this information. The 
reader agrees to indemnify and hold harmless the author, Barry Scott Will, 
from any consequences of using this information.

This work is licensed under the Creative Commons Attribution-ShareAlike 
License. To view a copy of this license, visit 

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