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The group is then sent to Prison 42 in the Negative Zone where the rebel superheroes and supervillains that have been captured are held, to get a sample of the nanite formula. He manages to acquire Tinkerer's help in discovering the cause of the malfunction. The group learns that the Fury they saw was one of his androids. The ensuing explosion wounds many superheroes whom Fury rescues. He is thwarted by Venom as he tries to disarm the final one. Fury, disguised as one of the agents, enlists the help of the group to fend off Venom III and Green Goblin while he disarms the bombs. agents they were programmed to help, stealing explosives to destroy the facility. The nanite-controlled super villains go haywire and attack the S.H.I.E.L.D. Captain America refuses and a battle ensues between the two factions. There, he attempts to negotiate with Captain America, promising amnesty. The two story arcs converge when Iron Man fakes a hostage situation at a chemical plant owned by Stark Industries. In order to aid them, the Pro-Registration group develops nanite technology and use it to mind control super villains, increasing their ranks. At this point, the story branches into two segments Anti-Registration and Pro-Registration, depending on player choice. Captain America, opposed to the act, goes underground, along with several other superheroes and S.H.I.E.L.D agents (who have formed a group called "The White Star").
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Three days later during a telecast of The New Warriors, Nitro creates a large explosion, killing more than 600 civilians in the process, prompting the immediate implementation of the Superhuman Registration Act. In light of this incident, Nick Fury disappears, leaving S.H.I.E.L.D. The group thwarts Von Bardas' plan, but many city blocks are destroyed in the process, prompting the government to consider the Superhuman Registration Act (or SRA for short). They then uncover a plot by the Latverian military, led by a cyborg Von Bardas and several subordinate supervillains, to destroy New York City. A team is sent to investigate and find her being interrogated by Shocker. Marvel is reported missing after being sent to recover intel on suspicious criminal activity. The attack is successful and Castle Doom is reduced to rubble, with Von Bardas assumed dead. The President is adamant against the attack as Von Bardas has been establishing friendly ties with them. Colonel Nick Fury is leading a team comprising Iron Man, Captain America, Spider-Man, and Wolverine, in addition to several other superheroes, on an unsanctioned attack on Castle Doom in Latveria after discovering that the elected prime minister Lucia von Bardas was supplying weapons to the Tinkerer who in turn supplies them to super villains. The game begins one year prior to the main Civil War story arc.
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Players have the ability to level up characters and earn new abilities and powers. The character progression system is similar to the original Marvel: Ultimate Alliance and original X-Men Legends, except the power set numbers are different, whereas Nintendo DS version's power set number is toned down to 4 powers limited like in original X-Men Legends. An example is Captain America using his shield to reflect Storm's lightning bolts. The power system also has been improved, allowing two characters to combine powers, yielding a new attack, known as a "fusion". Each playable character in the game has a unique fusion with every other playable character in the game. The game is played from an isometric dungeon crawl perspective, supporting up to four players simultaneously. General gameplay mechanics are similar to those of the X-Men Legends and its sequel. The game allows players to select a team of four given characters from a larger pool of heroes and villains team members are interchangeable and may be swapped during gameplay. Marvel: Ultimate Alliance 2 borrows much of its gameplay from its predecessor.