X-Men Legends would be the first in what would become an action-RPG series pitting many of Marvel's most famous villains and heroes against each other in explosive, button-mashing combat.

Although the X-Men could easily provide more than enough material, Raven Software and Vicarious Visions' Alchemy engine would bring the experience to the next generation with an even bigger roster, albeit with slightly trimmed gameplay, in Marvel: Ultimate Alliance. Now, Marvel: Ultimate Alliance 2 has arrived to provide insurance companies even more of a reason to cry, but it's also a lost a little more of the series' magic.

The nice thing is that you don't need a PhD in comics to get a grip on who the characters are or what is going on, so each title is equally playable by neophytes and veterans alike. Playing the first one isn't necessary, either, and if you know something about Marvel's super-powered universe, then the story behind Ultimate Alliance 2 should make you as giddy as a mutant schoolgirl.

Based on the Secret and Civil War arcs from the comics and following up from the first MUA, the gritty setup pushes the Marvel world to the brink of disaster. Nick Fury leads an unsanctioned invasion of a foreign country to stem the flow of illegal arms, and a year later, a cataclysm results in the deaths of hundreds when heroes and villains clash. Popular opinion sways the United States to draw up the Superhuman Registration Act, which requires that superhumans within the country must register their abilities and true identities with the government and receive sanctioned oversight in order to prevent similar occurrences in the future.

Of course, this doesn't go down well with everyone, and players are forced to choose whether they support the law and back the SRA or defy the government and make themselves part of the anti-Registration underground. The game does a decent job of hitting some of the major plot points from the source material, but to comic fans who are familiar with it, the execution changes quite a few elements to squeeze the otherwise epic story into the space of its missions. It works well to throw together as many heroes and villains as possible into this game.

In particular, the dialogue choices have more of a bearing on what players may get out of the game. Depending on who you choose as the spokesperson, these can also reveal interesting personal tidbits on how each hero and villain may see the story through. Attitude now colors each choice, with approaches ranging from being tactfully diplomatic, brutishly aggressive or thoughtfully defensive. By following one of these approaches, players can also rewarded with bonus boost abilities to help the team.

By choosing a side — pro- or anti-Registration — you determine your pool of future team members as well as what kind of new powers they will have. Dialogue choices and boss battles are also affected by this choice, and both sides have quite a bit of spoken material to keep things interesting. Even though the threads eventually cross in the game, the side you choose will also determine the ending you see, especially during the credits.

Raven didn't have anything to do with Ultimate Alliance 2, and longtime fans like myself may pick up on the differences more readily than those simply looking for some action. That's not to say that Vicarious Visions, now more than simply the provider of an engine to the series, isn't up to the task. They did a solid job in keeping it just entertaining enough, but they also dumbed down the formula.

One difference between Ultimate Alliance and the Legends series was in stripping down the number of equippable loot. The Legends titles were rife with plenty of Marvel-inspired goodies to make dungeon crawlers eager to pummel hordes and break open as many evil crates as possible in the hopes of gearing up the party. Exploring wasn't a chore and provided tangible benefits to those who were patient.

When the first Alliance came along, characters could only equip one item as opposed to three, and the list of powers available to each character seemed shorter. In an attempt to compensate, Alliance had also introduced a great variation on the team system in allowing players to create and name their own superhero "alliances" with additional, team-oriented bonuses that could be leveled. Even a new costume was more than a skin change with its own set of improvements.

All of that is gone now. There's no loot, no custom alliances other than several preset versions, and the skills and abilities list seems even shorter. To some, this might translate to being easier for newcomers, but to veterans, it's a disturbing trend in providing less for the same price. Doubtless, more superheroes and their villainous counterparts will be provided as DLC later on, but did the series really need to drop all of these options? Even simple exploration feels curtailed due to the invisible walls. It's especially fun to run into these after an objective is completed and you find that you suddenly can't go back in case you think you've missed something.

The good news is that MUA2's simplified design manages to keep things focused on the action, and to a large extent, it succeeds in doing what it has always done on the most basic level: giving players an excuse to go wild with super-powered mayhem. By sticking to that one rule, it plays it safe while providing a few reasons as to why people should give it a shot.

The list of heroes and potential adversaries reads like a who's who list, and many details — such as the inscriptions on Thor's hammer, the fantastic briefing videos, and a radio opera showcasing the daring escape of a fellow friend — have created a solid presentation irradiated with fan service. Sometimes, it even breaks the fourth wall with plenty of humor, and the environmental destructibility ensures that for every soldier launched by the Hulk or scrapped by a robot, there is an explosion to match.

Controlling your party of pro- or anti-Registration flunkies and switching between them on the fly is easy to do, but this showcases another not-so-welcome change. In the previous series, a group of four icons made it easy to tell at a glance which button did what, especially when you were switching back and forth between your quartet members. In Ultimate Alliance 2, a group of four, much less informative, button icons appears beneath the portrait of your current character.

Fortunately, you can always hit the Start button and swap out heroes at any time (although they'll come into the game with the same number of hit points as those who are leaving, to keep things fair) and upgrade powers. As characters earn experience points, they can spend them on upgrading their passive skills, such as how many hit points Wolverine can regenerate every few seconds. When they level up, they earn a point that can be used to upgrade their powers, such as how powerful Iceman's Ice Beam can be. Thanks to a lively combat system, grinding up characters to earn even more points isn't as much of a chore as it might otherwise feel.

By default, both skills and powers are upgraded automatically by the game, although you can turn off this setting on a character-by-character basis. The bad news is that it often "forgets" that you've turned off the setting for a character and re-enables it anyway, prompting you to turn it off again and again. The good news is that you can always downgrade abilities and re-assign the points whenever you want. You can even replay previous missions and training sessions for extra points and bonuses or to search through them for anything else that you might have missed.

Fusion attacks are UA2's new bag of tricks. By attacking enemies and breaking things, such as the seemingly endless number of crates found everywhere in the game, you can build up your Fusion gauge and store two for use. Triggering one combines the powers of the player's character with another to create a specialized uberattack that can inflict massive damage on anyone and anything within range. For example, Thor can combine his power with Iceman in order to create a spinning tornado of freezing annihilation. Some Fusions can be guided, like Thor's tornado, while others are of the area of effect variety. Others are also aimed, such as when the Hulk throws Wolverine at an enemy.

This also replaces the party command system from previous games, allowing you to dictate whether you wanted your allies to defend, attack or come to your aid. I'm not sure that the trade-off was worth it, especially considering how dense your teammates can be. I've seen them just stand around next to an enemy, as if pondering what to do next, making me wish that I still had the option to push them to do something together — you know, as a team.

Instead of loot, the game uses something called a "boost" system in which three boosts can be enabled via the menu to benefit the party as a whole. Better fire resistance, heavier hitting power, or a bigger experience point bonus are only a few of the many "boosts" that players can unlock or discover during the game. I miss having the ability to customize characters with what I find, but the boost system works well enough to be useful, even though it feels somewhat generic.

Multiplayer is still available, so players can join up with others locally or online to co-op their way through the game or tackle the challenge missions together. It's not a bad feature to have and can extend the game's life if two story lines aren't enough with its relatively lag-free gameplay, although it still would have been nice to have a browser through which to view all available games. Right now, you either have to blindly look for one or issue invites to friends instead of simply allowing them to join your game from your profile.

There's also the little issue with the GameStop pre-order extra, the Juggernaut. If you have it, but the host doesn't, you won't be able to join his game. Deleting Juggernaut will allow you to join, but this is really something that should've been ironed out well before hitting retail. If you still want more single-player goodness, there are plenty of extras such as character dossiers, recordings and other unlockables including specific "feats" that heroes can perform to unlock even more.

Even with its incredible shrinking list of features, Vicarious Visions' take is satisfying and entertaining enough for an action RPGer, even though I felt a little let down by the missed opportunity. It also makes me worry about what might be dropped next. The wholesale disappearance of Raven's core gameplay aspects is simply bizarre. At the rate it's going, it may end up as an old-school beat-'em-up with health bars, basic attacks, ability management, inventory planning and party commands — and anything else too complicated be damned. I like beat-'em-ups, but with a game like this, which started out with more to offer, it doesn't seem fitting.

If time could be reversed, Marvel: Ultimate Alliance 2 would be a great stepping stone for new, would-be heroes, to get their costumed feet wet with the series before moving back to the first Alliance and then the Legend series on the Xbox. UA2's inspired story, backed with plenty of thumb-blistering destruction, can be fun, but by staying firmly within the lines, it ultimately keeps itself from mastering anything new.