Though it seems like a no-brainer in retrospect, the best-selling X-Men Legends was the first real console attempt at giving gamers a more RPG-like experience with popular comic book characters. Combining the action heavy fight scenes and engaging story of the comics with an RPG's slower progression, team-based fighting and level building, developer Raven Software (with the backing of publisher Activision) was able to capture the true essence of the X-Men unlike anyone had before them. Following this up with the equally great, though very similar, X-Men Legends II: Rise of Apocalypse, the formula was beginning to taste a bit stale. If there was to be a sequel, the formula needed to be mixed up to be successful again.

With Marvel: Ultimate Alliance, the formula has not only been mixed up - it's been rewritten from the ground up and mutated like some of the X-Men's finest, in hopes of outdoing Raven's previous efforts. There is nothing held over from the previous games that returned without some sort of tweak or makeover; everything from graphics to fighting to story interaction has all seen their share of changes - for the better. Need more in-depth recommendation before you bite into my fresh, piping hot hype burger? Then step this way!

Ultimate Alliance opens with a phenomenal CGI video that puts every single video in X-Men Legends to shame. Dr. Doom, now leading a super-villain super group known as the Masters of Evil, is laying an attack down on Nick Fury's S.H.I.E.L.D. helicarrier. Fury calls into action Captain America, Thor, Wolverine and Spider-Man to take care of Doom's robot army and protect the helicarrier. As Captain America hands out orders to the group, and Wolverine tells him to shove it and heads off to rip apart robots as he pleases, we are treated to the stylish destruction left in the wake of professional super heroes.

Though I was never a fan of the former games' CGI videos, finding the characters hokey and having almost no resemblance to their in-game selves, Ultimate Alliance takes an extremely realistic look, as if they were being designed for a movie and not a game. Check out the video on the official Ultimate Alliance website - every inch of it screams of a professional Hollywood production and only standing it next to the real thing could the authenticity of these videos be challenged. Close your mouth - it's not good for your keyboard to be covered in drool.

Once the video ends and the game begins, as with X-Men Legends, the graphic engines completely change. While the current-generation versions of Ultimate Alliance sport improved graphics over X-Men Legends, they still share too much in common to really be considered a huge upgrade; the character models are based on the more realistic models in the CGI videos, but when put into the cartoon-like graphics engine, they lose a lot of detail and depth. Only the biggest of character specific details are given depth, such as the spikes on Ghost Rider's jacket, Wolverine's claws and Thing's forehead. The obvious reason for this is performance over prettiness, as it helps to keep everything animated fluidly and minimize slowdown, which is important when taking down a screen full of bad guys.

Levels are rendered in 3D, with crisp, detailed textures and nice mood-setting props such as rock slabs and broken pillars in the Atlantis level. To be honest, every aspect of the Atlantis level looks awesome, but then there are levels that look rather bland and flat, such as one that appears to be a base of some sort. But the case was included in early shots and could look radically different and more in line with the recent Atlantis screen shots.

If any of my graphic talk has sounded like a turn off to you, check out one of our previews for the next generation versions (Xbox 360, PS3 and PC) - you'll discover that Raven have gone out of their way to fine tune the graphical performance of these versions with a completely different, and far superior, in-game graphics engine, based upon the aforementioned awesome CGI videos.

Before you head off to fight the Masters of Evil, you have to pick a team of super heroes to control. At the beginning of the game you can choose between 20 superheroes, hitting most of the perennial Marvel favorites such as Spider-Man, Wolverine, Captain America, Human Torch, Ghost Rider, with even more to be picked up as the game progresses. While you can play constantly changing out your characters, Raven has implemented a new universal team upgrade system to reward those who stick with the same group of characters for most of the game. You create a team from scratch, or recreate existing teams in the Marvel canon, then give your team a name and logo. As you make your way through the game, your team gains a reputation not only for what they do but how they work together. The higher the rep, the better the bonuses provided.

Now you are ready to take your team out into the world and beat the teeth out of any and all baddies that cross your path. The story itself will take you to over seventeen different locales ripped straight from the pages of the comics, giving you the chance to interact with over 140 different Marvel characters. You'll go underwater to help Namor and the sunken city of Atlantis. On the home planet of the alien Skrull, you'll fight the giant, world-eating Galactus. Visit Murderworld, Arcade's vicious and violent madhouse, which thankfully borrows no visual cues from the lame 16-bit version seen in X-Men/Spider-Man: Arcade's Revenge.

Though it is unknown at this time if these will up the total of locales, there are also character-specific classic comic book battles, known as Heroic Missions, that can be unlocked along the way. By finding comic book icons hidden throughout the game, you will be able to unlock and play through these missions, which are being labeled on the official site as "legendary Marvel battles." Raven and Activision are keeping the exact details on these missions close to their chests, but look here for more details on this awesome extra as it is released. All I can say is any comic fan reading this will have their brain working overtime to think of what battles they would like to see relived digitally - I know mine is!

Story progression no longer consists of your team running through each level, completing objectives and moving on with no consequences, as Ultimate Alliance forces you to face the consequences of the choices you make; the missions you accept or pass on, the objectives you complete or fail, the characters you welcome into your fold or refuse - all of these will factor into how the story unfolds and which of the multiple endings you receive. This would have been harder to implement using the X-Men, as they are mostly an inclusive and cohesive team, but when you tap into an entire comic book universe for your game, there are too many different opinions and beliefs held for everything to work out 'just right' every time. This is a wonderful addition that will create a different experience each time you play through, greatly increasing the replay value.

The fighting system and character progression have also seen their share of changes. Combat is the one thing that has seen the least changes from X-Men Legends, but the addition of charge attacks (such as being able to throw and control Captain America' shield!) and the ability to attack while flying and underwater (hopefully this means your characters won't die if they fall into water any more) should add something to the tried and true action-RPG formula. Grappling and destructible environments are also being touted as features, but how they have changed from the previous games, other than being able to pick up a big sword to chop up baddies, I have yet to see.

The experience point and upgrading system have been completely ditched; in its stead is a 'skin' system. Instead of earning points to spend on upgrading skills or learning new ones along with upgrading stats, you will unlock new skins, be they different looks or just different costumes to equip. Each new skin is based upon costumes worn in the past by each character and Raven is hoping to have each one play differently, with different stat bonuses and skills. How many skins will be available, as well as how many per character, are still under consideration while balancing issues are worked out; I can understand the problem, as not every one of the 20+ playable characters has as many different skin/costume choices as characters like Spider-Man and Wolverine.

If the robust offline experience is just not enough then you can take the experience online with up to three other players. You can either play through cooperatively from beginning to end, or you can challenge other players with a competitive co-op mode, where you as you would in regular co-op, except you are trying to earn more points than your competitors by getting the most kills, doing the most damage and so on. By winning enough matches online, you can even unlock new skins!

Marvel: Ultimate Alliance should have little problem living up to all the hype being lavished upon it by myself and many other fans - Raven Software have taken their successful X-Men Legends formula, reinventing it to produce a fresh experience before heavily coating it with the entire Marvel universe. This is one sweet treat that no action-RPG, let alone Marvel, fan should be without come this holiday season.

Previewed by Tony Peters for AceGamez (All Rights Reserved).