Ultimate Marvel vs. Capcom 3 uses a 3D engine in this installment of the series. It's cel-shaded with thick dark outlines and shadows, imitating a comic book style. I think this tends to cut down on some detail and make the characters look heavy with the black outlines, but overall it looks good when it's all moving.

Classic Capcom humor is at play here even with things like color schemes. You may not have every character in Capcom history available, but there are alternate colors that are humorous acknowledgments of some of those characters' absences. For example, you can get a Ryu with a color scheme that makes him look a whole lot like his long-time sparring partner, Ken. Likewise, Frank West has an alternate color that makes him look a whole lot like his Dead Rising buddy Chuck Greene.

For background music, each character has their own theme song, which starts up when they enter the ring. This means there's a lot of dynamic changes happening in the sound, in addition to all the fighting effects and yells. It creates that chaotic, wonderful arcade atmosphere.

Speaking of funny, the lonely, desperate guy who announced for Capcom vs. SNK 2 seems to be back in this game. Well, he's a little better adjusted it seems, but he still wants to take you on a WILD ride (in his unmarked van, parked just outside, I'm sure). And the notorious "I wanna take you for a ride" song is even back during the Training mode.

If you hadn't heard, Ultimate Marvel vs. Capcom 3 is a traditional 2D fighter. In the spirit of Capcom's latest fighters, it's a 3D engine locked into a 2D fighter. That part doesn't matter too much, as the gameplay remains pretty traditional, with some updated tweaks, of course.

There's not much story to speak of, and of course there usually isn't in a fighter. But there are some amusing endings to unlock for each character. Basically Wesker from Capcom's Resident Evil series has teamed up with Dr. Doom from Marvel in an attempt to take over the world. That, in turn, gets the attention of Galactus, who becomes the massive final boss of the game. It seems that most of the rest of the characters in the game are fighting to stop this scheme. It would have been nice to have more story included, but there are plenty of little exchanges between characters and fun intros to make it feel like there's something to discover with each character.

There's a decent selection of characters from each company to choose from. You've got your long-time staples like Ryu, Wolverine, Chun-Li, and Spider-Man. The newcomers include Phoenix Wright, Frank West, Ghost Rider, and Nemesis (pretty much the largest fighter that fits on the screen). I'm a little peeved at Jill Valentine being a downloadable character that you need to pay for, when you could simply unlock her in the previous game.

Much of the gameplay from the first two games sticks around here. You've got 3 player teams where you can tag in another character at any moment. In addition to special moves for each character, you can team up for even bigger, flashier moves. The actual control scheme, however, has been simplified. This doesn't mean the depth has been stripped from the game, there are still plenty of wild and elaborate combos to learn. But with things like the Simple mode, that allows you to execute moves with single button presses, you can get your non-fighter friends to jump in and actually enjoy themselves within a few minutes.

Ultimate Marvel vs. Capcom 3 has 5 selectable difficulties going through Very Easy to Very Hard. Very Easy is about the only mode where you can button mash away mindlessly and still get to the end of the Arcade Mode. With so many levels to go through, you could easily use these levels to slowly train yourself up. But there are also several training modes, so you can go through that route to learn moves and combos as well. The Mission Mode is particularly good, as it will walk you through learning moves and the situations you would use them in. For example, Amaterasu's Solar Flare move requires the opponent to hit her to trigger it. So the CPU opponent will continuously attack, giving you the opportunity to time it right and learn how to trigger the move correctly.

The difficulty here is as much as you want to take on, and you're not held back by the game's design or controls. You probably guessed as much with Capcom behind it, but still, it's the way it should be.

Ultimate Marvel vs Capcom 3 does simplify the game this time around. It's like a goofy, fun Street Fighter 4. The control scheme is down from the typical 3 punches and 3 kicks to just 3 buttons: Light, Medium, and Heavy. If this sounds blasphemous, well, it might be a little too simple for you. But the basics of a fighter are here, there's just less to think about. It makes it a lot easier to pick up a new character and go.

There are plenty of automatic settings you can put on to simplify it further. For example, you can set Auto Super-Jump to automatically execute a Super Jump with one button after you launch your opponent. Simple Mode, of course, will pretty much allow you to do everything without memorizing any moves at all. You can execute combos by simply rapidly pressing a basic attack button. Yes, it's easy to see why elitists might not like this, but again, it really helps to get newcomers into a game that you'd otherwise have to sit down and practice for hours to learn.

Ultimate Marvel vs. Capcom 3 may not be the most complex entry in the series, but Capcom had a vision with this game. It's a game geared toward fun and a gradual learning curve. You can claw your way to the top if you like, or you can just dive in and have some fun first.