The original Marvel: Ultimate Alliance was one of those games that found huge success in spite of its flaws simply because the premise was so awesome. Grab all of your favorite superheroes, throw them on a team and then proceed to whale on the world's evildoers until sanity is restored. Sure, there were some balancing issues, the leveling system was clunky (particularly in multiplayer), and the game was linear as can be, but you got to play with Spiderman and Wolverine at the same time, so wasn't that good enough?! Now Vicarious Visions, who handled the Wii and PSP versions of the original game, are taking the helm for Marvel: Ultimate Alliance 2, and they're throwing in some new ideas that should keep the masses coming back for more.

For comic fans, the most important aspect of Ultimate Alliance 2 is the roster of heroes, and so far, things are shaping up quite nicely. The devs have promised 24 playable characters, 13 of which have already been revealed, including the likes of Captain America, Iron Man, Spiderman, Thor , Wolverine and the recently unveiled Iron Fist. At first blush, it seems like this will be a star-studded cast indeed, and the ability to switch team members on the fly within a level means that you'll always have the right hero for the job.

The biggest new gameplay element to Ultimate Alliance 2 is the Power Fusion system, wherein any two heroes can combine their powers to unleash some pretty impressive moves. Examples we saw in our demo included Spiderman flinging Wolverine into a single foe with deadly force and Thor and the Human Torch creating a flaming tornado that would surely make any enemies you face soil themselves in fear. Since every character can fuse with every other character, that means the combinations are nearly endless, and this mechanic alone may be the gimmick that carries players throughout the entire experience without ever getting bored. Superpowers on their own are fun, but when you mix them with someone else's abilities, it becomes an absolute blast.

While we're digging the roster of heroes and the Power Fusion ability, there were some holdover issues from the first game that are still present in this version. Firstly, the leveling system is almost identical to its previous incarnation, meaning that players will likely have to brace for a lot of interruptions in multiplayer as friends stop the action to distribute their newfound skill points. Otherwise, you'd all wait around once the level is over for everyone to dole out the points, but either way, it makes for a somewhat momentum-killing experience. Furthermore, levels seem to be as linear as ever, so you'll once again be forced down corridor after corridor, beating up bad guys and flipping switches in order to progress. It would have been nice to have a bit of choice in tackling a level or, even better, finding moments when you can split up the team to tackle a couple of different paths at once. That doesn't appear to be the case, though, so if you didn't like the gameplay mechanics of the original game, there likely won't be a lot to draw you into this one either.

The first Ultimate Alliance game was extremely successful, so it makes sense that Activision and Vicarious Visions wouldn't deviate too far from the established formula with Marvel: Ultimate Alliance 2. The new Power Fusion mechanic is a cool touch, but how strong is the allure to play as superheroes simply for the sake of playing as superheroes? We'll find out the answer soon enough.