Raven Software has created a true masterpiece with Marvel Ultimate Alliance, a sprawling top-down action adventure that puts you in the unique position of creating any team you want with dozens of heroes from the Marvel Universe. Best of all, you can change up the roster of your team throughout the game, pretty much whenever you want.

The locations have fans salivating: fabled and hallowed halls of some of Marvel's most coveted and mysterious places appear throughout the game, including Asgard, Doctor Strange's Sanctum Sanctorum, Atlantis, Avengers Tower, the S.H.I.E.L.D. Helicarrier, Latveria, the Skrull homeworld, and many more. The environments are unquestionably one of the game's greatest strengths, giving you plenty of eye candy and tons of nooks and crannies of the Marvel Universe to explore.

Most impressive are the levels that showcase the characters' size and scale in comparison to their environments, such as the S.H.I.E.L.D. Helicarrier, which flies high above the ground while you run across its bow; and the Skrull homeworld, where the gargantuan planet-eater Galactus chases you, chewing up the platforms you're walking on as you flee. These levels really show off just what next-gen console graphics can deliver, and they look spectacular.

I found myself repeatedly wishing that we could zoom the camera in further and get a closer look at these good-looking places and characters. That would also make it easier to face-off against individual opponents and use combos and skills to their fullest capacity, rather than the random button-mashing that tends to happen in swarms of enemies. This effect is magnified when playing in co-op, as players tend to rush upon the same enemies and go nuts with the button-mashing until the villains are all gone.

The playable characters seem to have been wisely chosen based on fan favorites and those with the most unique powers. You'll get all of the majors, like Spider-Man, Wolverine, Captain America, Thor, Iron Man, the entire Fantastic Four, Daredevil, and plenty of the X-Men. You also get a healthy smattering of second-tier characters like Elektra, Blade, Namor, Deadpool, Moon Knight, and many more.

Even more characters are unlocked as you progress through the game, and since its release, Activision & Raven have made more characters available via download, including the Hulk. And not only do tons of favorite heroes appear, but there are an equal smattering of iconic villains, like Doctor Doom, Ultron, Loki, Rhino, and even Galactus. Most of them appear suitably similar to their Marvel Comics counterparts, though a few borrow liberally from the Marvel's Ultimate line.

The powers and abilities of your characters vary wildly, and the diversity of their powers is another strength of the game. Throw Captain America's shield and guide it along its path, taking out enemies along the way, until it returns to you. Swing and climb through locations as Spider-Man, or fly as Thor. Wolverine's powers are all of the hack-and-slash variety, but it's truly fun when he accrues enough points to trigger a Berserker Rage, turning him into an unstoppable killing machine. Every power is unique to the character, and no two characters have powers that look or feel the same.

The downside to this diversity is that beyond the cool factor of getting to use your favorite characters' powers, there's really no difference in power levels. Daredevil can take down an enemy just as easily as brute strength powerhouse the Thing can, and Marvel fanboys may cry foul at this glaring inconsistency. No one else is likely to care, though, because the game's fast pace keeps you dazzled and entertained for hours upon hours.

The one major downside to the game, for me, was the voice acting and (unfortunately) the dialogue. Both were entirely too cartoonish, exaggerating the classic Marvel characterizations to the point of silliness. Some are even way outside of character, such as the Winter Soldier, Captain America's former partner. In the comics, he's a bad-to-the-bone adult assassin; in the game he comes across as a rebellious teenager, taunting his former "old man" with inane dialogue.

Fortunately, the plot itself works better than the dialogue, executing a fine story that believably unites so many of Marvel's villains into a mysterious plot that comes together nicely in the end. Doctor Doom is up to something big, bring his evil brethren together as the Masters of Evil, to carry out a complex plan that ultimately plays into Doom's megalomania with the side effect of destroying the world.

There's tons of unlockable content; the more you play, the more you're rewarded. Timed missions are few and far between, so take your time and explore everything you possibly can. Power-ups are everywhere you turn, available in a variety of forms. Collecting coins allows you to purchase upgrades with nearly limitless options. Choosing the members of the Fantastic Four or members from the New Avengers as your team results in a team-wide power-up.

Ultimate Alliance offers the largest universe ever created for Marvel fans in a video game. Put simply: it's a long game, easily offering more than twenty hours of basic play -- and much, much more than that for those willing to explore all the possibilities it offers. And with more than seventeen locations and dozens of players and combos and power-ups and even outfit changes... the replayability factor is very high indeed. However you choose to play it, you'll certainly get your money's worth. Especially if you have a big screen on which to play it -- the better from which to see all of those lovely details.

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