We've been excited for Activision's upcoming Marvel: Ultimate Alliance since we got our first look at the title at this year's Electronic Entertainment Expo. The action role-playing game is being developed by Raven Software and throws everyone and their mother into one big fight to save the world from certain doom. The game is the evolution of the winning formula of character progression and item collection that's been used in the X-Men Legends games, and it tosses in some nice customization touches, as well. We recently had the chance to log a healthy chunk of time with the Xbox 360 and PS3 versions of the upcoming game and got a good feel for how it's shaping up on both platforms.

　　Our time with the game let us try out a sampling of levels taken from different parts of the lengthy adventure and let us check out several different members of the game's cast of 20-plus playable characters. For those keeping a running tally of the combatants, we tried Iceman, Invisible Woman, Human Torch, Thor, Thing, Iron Man, Mr. Fantastic, Wolverine, Electra, Ghost Rider, Dr. Strange, the Silver Surfer, Captain America, and Spider-Man. The heroes featured their own unique moves and abilities that, if used with the right combo of heroes, can wind up being excellent complements to one another.

　　We checked out a whopping 10 levels and saw a number of the eclectic cast of characters being assembled for the adventure, which ran the gamut from playable to cameos. The first two levels we tried were on the now-familiar S.H.I.E.L.D. helicarrier level at the start of the game and found Cap, Spidey, Thor, and Wolvie responding to an SOS from Nick Fury. The level culminated with us taking on the Scorpion, while the second part of the helicarrier level pitted us against Bullseye. There wasn't much new from a content standpoint in the level, which we've played a few times now. The big difference from our previous play-throughs is that the level now contains a number of small polish tweaks that display hints on how to play.

　　The next set of three levels we tried found our superteam going proactive and trying to take out the villainous Mandarin. As a card-carrying villain, he seems like a logical choice to be a part of Dr. Doom's newly reformed Masters of Evil, who are set up as the game's antagonists at the start of the game. The levels offer a change of pace from the airborne madness of a helicarrier under siege by villainous robots and find you exploring the Mandarin's fortress and dealing with his henchman, many of which are animated statues. The first Mandarin level led to a confrontation with the Grey Gargoyle, a lesser-known villain in the Marvel universe who's a pain thanks to his ability to temporarily turn you to stone. The second Mandarin level had us crossing paths with everyone's favorite sorcerer supreme Dr. Strange, who we unlocked as a playable character. The last Mandarin level had us facing off against the villain himself, who wielded his trademark rings, each of which has a unique and annoying ability to cause trouble.

　　The cast of characters in Marvel: Ultimate Alliance will feature heroes from all corners of the Marvel universe.

　　The Mandarin's Asian-themed castle was a sharp contrast to the next two areas we played in the always-troublesome Arcade's Murderworld. For those unfamiliar with the red-haired villain, Arcade is a hired hit man who used a lethally booby-trapped amusement park, the aforementioned Murderworld, to take out his targets. The levels featured a whimsical but deadly tone to them, as circus-themed foes came out of the woodwork to try and kill our heroes. The first part of the level ends with MUA's quartet of heroes attempting to free the X-Men's Jean Grey from Arcade's control (and features a very awesome retro game we'll share in a bit), which lead's to a fight against the powerful psychic. The second Murderworld level takes place in one of Arcade's signature Murderworld locales--a giant pinball machine--and features the Shocker and Rhino as your adversaries.

　　The next level offered a decidedly satanic change of pace from the previous levels we tried, thanks to a run through Mephisto's realm. For those unfamiliar with the big M, Mephisto is an entity of pure evil, often mistaken for the devil, who wields vast mystical powers and has his very own realm chock-full of slaves. The evil creature's mystical dimension was heavy on the supernatural and ended with you choosing to free Nightcrawler or Jean Grey (who's apparently all "damsel in distress" in MUA). The next-to-last level we played featured a boss fight against Ymir, the frost giant. The tall one should be familiar to fans of Thor and Norse mythology aficionados, as should his icy realm of Niffelheim. The claustrophobic battle had our team of tiny heroes taking on the massive ice-club-wielding brute as they were cornered in a section of frozen forest in the realm.

　　The final level we played was a not-so-scenic tour of the Skrull homeworld, which was currently being "tenderized" by devourer of worlds Galactus, the scariest dude in a purple headdress you're likely to ever meet. We've seen the level in an early state when we got our first look at the game. The run for survival through the streets of the alien world as Galactus does his best Godzilla impressions has been polished up quite a bit, though it's still very tough to not get fried when he starts flinging beams.

　　Those keeping up with recent events in the Marvel universe will find some nifty tidbits here.

　　The sampling of levels gave us a chance to get a better feel for MUA's tweaking of the X-Men Legends formula. The game follows the same basic structure as the Legends games, with some small fixes to make the experience more streamlined. You'll still use a hub that houses a variety of familiar faces from the Marvel universe, which will offer different services such as info and side missions. In addition, you'll be able to edit your gang of four as you open up more characters and costumes. The costumes have turned into one of the most interesting aspects of the game, given the way the new leveling system works. As before, you'll earn experience that will level you up and let you assign points to your character's powers. However, new additions to the character-enhancing mix are the abilities you can buff up, which are specific to a hero's costume. As you play, you'll eventually unlock three additional outfits for each hero. The costumes will have unique attributes--such as enhanced defense, health, or other buffs--that will vary widely, offering serious alterations to your character's stats.

　　Better still is how Vicarious and Raven have used the feature to further bulk up the game's roster of heroes. While the game does have a set number of playable heroes you can unlock, the costumes offer some slick variations that amount to whole new characters. For example, one of Thor's "costumes" is in fact a Beta Ray Bill skin that remakes the Norse god into his alien homie. We'll obviously be shot dead if we say too much, but suffice it to say, if you've been following recent Marvel events like Civil War, you'll be very pleased by the heroes in MUA. Better still, there are some very cool classic folks thrown into the mix, as well.

　　In addition to the core game mechanics, Raven has made sure to toss in some cool extra modes to keep the experience fun. You'll find an arcade-style mode where you'll compete with friends for the most points and a very cool bit of retro action. As we mentioned earlier, you'll find a cool extra in Arcade's Murderworld in the form of a playable arcade game. The game is a new spin on Activision's classic Pitfall. The visuals look exactly the same when you play it, with one twist: Amidst the blocky sprites on the simple backgrounds, you'll notice that the "Pitfall Harry" you're guiding is actually a smoothly animated stick-figure representation of one of your team, complete with enhanced abilities depending on the hero. For example, Iron Man can float briefly, which is handy for flying over snapping crocodiles (we'd prefer the ability to repulsor their heads off, but so it goes).

　　Control in the game worked about the same in both versions, although the PlayStation 3 featured support for the sixaxis controller. You'll use the face and shoulder buttons on the controllers to perform various attacks, as well as jump and grab. The shoulder buttons serve as modifiers that let your normal attack buttons trigger your character's special attacks. The PS3 version also supports the sixaxis controller's tilt functionality and lets you use it to throw characters and input motions by moving the controller in a specific direction.

　　Get ready to embarrassingly yell out your favorite superheroes' catchphrases all over again.

　　The visuals in the games are comparable when running at 720p and feature a glossy sheen to them. The game sports a high level of detail on the Xbox 360 and PS3. The environments are look cool and feature a good amount of activity. The game uses the same viewpoint as the Legends games, though there's considerably more going on in the backgrounds. The character models are shiny and detailed, though they look a bit too plastic in certain lighting conditions. One other detail we should note is that the game runs at 1080p, and although the frame rate was inconsistent in the unfinished game we played, it sure did look sexy.

　　Based on what we played, Marvel: Ultimate Alliance is shaping up to be a solid entry in the Xbox 360 and PS3 lineups. The game already appears to have the appeal of its X-Men Legends cousins, and the lush visuals are gravy. If you were a fan of the Legends games, or were always curious about them, Marvel: Ultimate Alliance should be well worth a look when it ships this November. Check back for more on the game in the coming weeks.