(DISCLAIMER: I participated in a Game with Developers event with various Vicarious Visions employees including the head writer before this review was written. I got the impression that VV was not entirely at fault when it came to why the game came out the way it did, and did not have the kind of development time that the previous develper had)

Rolling out in the fall of 2006, Marvel Ultimate Alliance was a pure blast of fun for an old school Marvel fan like myself. I was already a fan of the X-Men Legends series on GameCube, and Raven software expanded their Diablo/Baldur's Gate style shenanigans to encompass the Marvel universe rather expertly.

At the time of its release, Marvel was in the midst of a Civil War, and the book that beared that name was a seemingly endless (plauged with delays), confusing, and ultimately failing as drama but succeeding as a sort of jacked up satire. Written by Scottish prankster Mark Millar, one of the most... difficult to handle writers in comics, it sold gangbusters and shredded the Marvel universe as we know it, with the overall arc almost at an end.

This time around, instead of using the characters of the MU for an original story, Activison has created a new take on Civial War for the sequel to Ultimate Alliance. What's resulted is a competent game, but one of the most disappointing sequels I've ever played, and for fans of the Marvel Universe, not quite the "better" version of CW we were hoping for.

Civil War was a blockbuster seller for Marvel, and had a fantastic hook. After the New Warriors corner exploding villain Nitro outside a school on live television, a registration act is introduced where superheroes have to register their identities and powers with the government. Captain America, already burned by a covert operation led by SHIELD Director Nick Fury, decides to land on the anti-registration side. While Iron Man, deciding the only way to handle this is to do it himself, becomes pro-registration. The idea of choosing sides is one perfect for a video game- the better to set up two playthroughs!

The game doesn't quite start there, however. It starts a year earlier, with the aforementioned covert operation into Latveria. The first act of the game is based on Brian Michael Bendis and Gabrielle Dell'Otto's series Secret War, a 2004-2006 miniseries. Since the previous Ultimate Alliance game ended with Doctor Doom deposed as ruler of his country, Latveria, it's a good fit. Fury discovers that Lucia Von Bardas, current prime minister of Latveria has been secretly funding the super-villain community for years. The President (a shadowy George W. Bush in the comic, Paul Eiding in the game) tells Fury not to worry about it, they'll deal with it diplomatically. The comic's a pretty unsubtle allegory for the US/Saudia Arabian relationship and the conflicts about true justice blunted by politics (though a hell of a lot more subtle than its spiritiual sequel Secret Invasion, which was AAAAAAH ISLAMISTS ARE GONNA KILL US ALL), with Fury... infuriated... with Bush's "diplomacy" excuse, leading a covert op to eliminiate Von Bardas and her power structure. In the comic and the game, it is successful, but not without consequences, as Von Bardas and the Latverian military launch a revenge strike on Manhattan a year later. The game also expands on a storyline in Amazing Spider-Man about the Titanium Man attacking Washington as the Registration Act is discussed in Congress.

After that, the New Warriors fight the villain Nitro on live television, leading to the blowing up of a large chunk of Stamford Connecticut, particularly a school. This leads to a hurried passing of the Superhero Registration Act. Cap and Iron Man each split off into their own teams, which you can join.

Raven Software was busy making other games (like X-Men Origins Wolverine), so the developer reins this time were handed over to licensed property veteran Vicarious Visions, developer of such games as the PS2 and Wii versions Spider-Man 3 and the post Harmonix editions of Guitar Hero.

VV's approach to the game play seems to be: if it ain't broke, don't fix it. Control plays pretty much the same as the original, with light and strong attacks, and a special power mapped to each face button when you hold down the right trigger. Instead of health potions, health and score orbs are located in crates and enemies to freely distribute to the four members of your team. Once again, the player controls a team of four heroes, with you playing one directly or with four others via co-op, whose XBox LIVE version went pretty smoothly when I tried it. There's a button for strong attack, light attack, jump, interact, etc. There's not a lot that's new here, which is comforting but also disconcerting.

The one big new thing, however, is Fusion attacks. Hold down the left trigger when your Fusion meter is filled, and the character you're currently controlling can team up with another hero to bust out "Targeted"- attacking one enemy- "Guided"-running around the map together attacking foes by force or energy beams- and "Clearing"- the motherlode of radial attacks. There's a 250 combos (and an achievement!) for every two pair you can think of out of the 24 unlockable characters in the game. The Fusions really add to the battles- it's immensely satisfying to build up the meter and unleash a badass attack like this, even if it takes the edge of the challenge. Some of the visuals are repetitive, but it's cool to see Luke Cage or the Thing whip out a hunk of rock so Deadpool can attack some grenades to it and drop it on the Titanium man's head, or Storm creating a tornado that Penance can ride and blast dudes with his energy powers. It also has the effect of making the game slightly easier than the developers probably intended, since the meter fills up fairly fast even on higher difficulties.

Leveling up is streamlined- you still go up levels, but "hero points" from defeating enemies and accomplishing tasks go to boosting powers and abilities. In addition, hundreds of little "boosts"- medals that grant your current team status effects, protection, increased health etc- are littered througout the game. Considering how many boosts there are, though, it's kind of a shame that the effects of them on gameplay are pretty much negligible; you can really equip a few of them for a few hours and not even notice they're there. Or simply equip experience and health boosts and barrel your way through the game by leveling up quickly. Who cares about giving your punches electrical effects when you can shoot cosmic rays from your arms?

I haven't mentioned the conversation trees yet, but there's not much to tell. You can respond with defensive, agressive, and diplomatic responses to various characters, and eventually... unlock more boosts. These conversations can be fun at first, and yes, you can unlock an achievement for holding conversations between characters who have history together, but they're dryly written and perfunctory.

One other aspect that's changed from the last game is the scope of the story. In the previous game, whose story was supervised by former Marvel editor and talent scout C.B. Cebulski (The Losers, War of Kings: Darkhawk, X-Men), Doctor Doom took the heroes on a wild goose chase across the whole of the Marvel Universe in his mad quest for power. Asgard, an encounter with Arcade, the city streets- you name it, Doom went there. The story was barely coherent but it was tons of fun. Ultimate Alliance 2 is heading into much darker territory, so the evironment reflects the tone. We get Latveria, D.C., 42 (the negative zone prison), the oil refinery from the confrontation in Civil War #3, and all of these areas are darkly lit and workable, but that's it.

The drabness extends to the story. Cebulski was not involved this time around; the job this time went to former New Warriors writer Evan Skolnick, who wokred on the first game, as head writer. Along with an unknown writer named Matt Selwer, the writing duties were divided among Skolnick's fellow comics veterans... Ron Marz and Todd Dezago. Uh... what? Three guys who haven't been involved in the mainstream Marvel universe in over a decade? Skolnick I can understand, since he worked on the first one, but Dezago's primary strength lies in the action comedy of creator owned titles like Perhapanauts and not the berzerk serious but not satire of Civil War. And Marz, well, he's the worst writer in the industry working currently. There's no cliche he won't hammer into the ground over and over again, no story point you won't be able to guess five or six steps ahead. And before any of you start, I never gave a shit about Hal Jordan; Marz was a terrible hack the moment he first debuted on Silver Surfer.

And Ultimate Alliance 2's story, while trying to make a valiant attempt, is just terrible. There's a third act twist that... I just can't give it away. But it reads like something Marz would come up with, something so obvious that it's rarely if ever done in the comics anymore. It robs the story of any potency it might have had, too, because the ultimate threat is so... unthreatening. It gives the writers an escape hatch to stop actually engaging the audience with ideas and just sending them home with a vanilla wafer of a conclusion. It's the kind of thing where you build a surprise final twist on it... but shockingly, the game doesn't. There's one good idea: the concept that Nick Fury's tactics, while well intentioned, did more harm than good, which is more than you'll get from Bendis and Marvel, who think he's some sort of neocon saint. But even that is thrown away with a non-resolution.

I understand the decision the writers made; it's not easy to fold Millar's mess of a comic into a video game narrative. But they didn't try hard enough- when you get to the end you'll think of many other scenarios where this might have worked better, and another thing- slight spoilers here- considering how big the stakes are SUPPOSED to be in the final level, why are we stuck in Iceland?

The presentation of the story is an even more damning blow. Cut scenes are limply directed, with little flair for the dramatic skill that Steve McNiven displayed when he illustrated the original series. There's nothing bad about them in particular, and quite frankly, the previous game's cut scenes were pretty crappy too. The voice acting, however, is a real shock. A lot of the actors are either miscast or seemingly phoning in their performances. Jim Cummings as Thor is as bad as you probably think. The great David Kaye is flat out awful as Captain America and Nick Fury, and isn't helped by Crispin Freeman's flat reading of Iron Man. Khary Payton, Steve Blum, Alicia Coppola, Wally Wingert, Elizabeth Daily, Brian Bloom- all good actors, all seemingly defeated by the script or perhaps just not enough time to record the dialogue right. And Susan Spano as Songbird is one of the weirdest choices I've ever heard.

There are a few standouts, however. I'm surprised no one thought of casting Ben Diskin as Spider-Man before this (he actually plays Venom on the current animated series), but the role fits Jupis Tooki like a glove. He's also quite good as Penance. Nika Futterman has a note of sorrow as the Black Widow. Armin Shimmerman's Green Goblin is a love letter to the over the top Spider-Man villain. Fred Tatasciore is his usual delight as the Hulk, and you can tell the writers love him too, since there's some rather dandy lines here and there. In fact, it's kind of annoying how the writers play favorites with the characters, because one character is clearly their mega-favorite: Deadpool.

While John Kassir's Deadpool was one of the best parts of the original Ultimate Alliance (as was his appearance in X-Men Legends II: Rise of Apocalypse), here he gets ALL the good lines, gets hilarious meta-commentary on the game itself, spouts line after line of hilarious dialogue. Skolnick is a good friend of the character's creator, Fabian Nicieza, so he knows his Deadpool. Kassir triples- no, quadruples- his act from the previous games, his love for the character shining through. If you're a Deadpool fan, and trust me, I'm the BIGGEST, on this aspect, at least, the game will not disappoint. But that's the thing: I'm a huge Deadpool fan, but I didn't plunk down 60 bucks for a Deadpool game.

On top of all of these complaints, I have another one- each campaign, on the default difficulty, will take you about 8, 9 hours to complete. That's shorter than the original game. Ah, but Dan, you say, you can do the different campaigns. Well yes I can, but so what? A lot of reviews say the campaigns are different, but they often just amount to a palette swap. The biggest difference is getting access to Venom, Penance, Songbird, and Green Goblin as playable characters in the pro-reg side sooner than you would in the anti-reg side. There's a lot about this game that emphasizes quality over quantity- but they forgot the quality. The number of costumes, side missions, and other extras are significantly reduced from the last game. Hell, I've played Koei games with richer, more detailed sequels. KOEI GAMES.

But that's prt of the game Activision's playing on you: this is the era od downloadable content, and whaddaya know, there's already a couple downloadable characters available, with more to come. Activison is free to withhold content however they wish, but I worry about this trend.

The first Ultimate Alliance was flawed, but as a Marvel fan, it gave me the ultimate experience. This game is just flawed, and flawed in ways that had Vicarious Visions been given a lot more time by Activison to develop and figure out what worked and didn't work about their game, didn't need to be. In any case, I commend Vicarious Visions for aiming higher story wise at least than the previous game did. But good intentions don't change the fact that the original Civil War is still the better experience.