Capcom vs. Whatever/Shout-Out

Given the amount of characters and references in this series as its main appeal, this is the place for all the Captain Ersatz, Continuity Nods, Expies, Mythology Gags, "No Celebrities Were Harmed" and Shout Outs.

X-Men vs. Street Fighter
""I'm the best there is at what I do.""
 * In one stage, you can spot Blanka in the background. But when you play as Charlie on that stage, Blanka is replaced by Beast. Considering that the game was released before Street Fighter Alpha 3, there're only two explicit reasons for why Blanka would be absent whenever Charlie is present.
 * Another one to the first movie and the series can be seen in the Attract Mode, where Juggernaut and Zangief are paired in several matches. At first you won't get the clue, but then you remember that Zangief was portrayed in the American media as evil.
 * One of Wolverine's winquotes is his Catch Phrase:

""You need to learn the way of the World Warrior.""
 * One of Ryu's winquote references Street Fighter II's subtitle:

""You must defeat my Aerial Rave to stand a chance.""
 * Another win quote of his references the infamous Shen Long rumor from EGM (and by proxy, his actual win quote from II).

Marvel Super Heroes vs. Street Fighter

 * In Dan's ending, he is threatening to kill a defeated Akuma when a brunette-ponytailed girl shows up and tells him to stop, revealing that Akuma is their...cut to "END". This references the ending of Art of Fighting, in which Yuri shows up to tell Ryo or Robert that Mr. Karate is really Takuma Sakazaki, their master and Ryo and Yuri's father. Dan was originally designed as a parody of that game's main characters.

Marvel vs. Capcom: Clash Of The Superheroes

 * Captain Commando and Strider Hiryu's endings are almost straight copies of the endings from their respective games.
 * The pose struck by the Commando Team after the Captain Storm super is identical to the main illustration used for the Captain Commando arcade game's promotional brochure.
 * One of Commando's win quotes mentions Vulgus, Capcom's first game (he even states as much).
 * All of Commando's Special Moves are inspired by his Specials from his game, even sharing the same name with one exception (Captain Cannon got renamed Captain Fire)
 * One of Hiryu's win poses has him suddenly flying upwards and standing on the top of the stage, a reference to the altered-gravity rooms found on the first Strider.
 * Upon being knocked out, Hiryu will explode and dissipate in the same way he does in the first Strider after losing all life, sound effect included!
 * Mega Man's ending too. It's a throwback to . In the otherwise restricted (tag matches only being available when both teams have the same characters) PlayStation version of the game, beating the game as him actually unlocks a version of Mega Man who can actually use the attack as a hyper move.
 * Mega Man and Roll's respective "Hyper (character)" moves have them turning into Mazinger Z and Aphrodite A.
 * Mega Man's Rush Drill is likely a reference to a Rush form considered for Mega Man 3, but eventually replaced by Rush Marine.
 * Much like Hiryu, Mega Man and Roll reference their death animations in their respective series.
 * Morrigan's ending has.
 * Hulk's ending is a nod to the end of the Onslaught saga in the comics.
 * Hitting Arthur when he's summoned makes his armor fall off, and he stumbles offscreen in his underwear, just like in his source series.
 * The alt color of Unknown Soldier 1P (red outfit with dark skin) is a reference to the Player 2 character in his original game (Forgotten Worlds).

Marvel vs. Capcom 2: New Age Of Heroes

 * In the ending cutscene, after you defeat Abyss,.
 * Hayato's plasma auto-combos are taken unaltered from the first Star Gladiator, adapted into this game's control scheme (Vertical is LP, Horizontal is HP and Kick is either LK or HK).
 * Three characters make cameo appearances in his win poses (Saturn, Ele and June Lin), all in poses seen in Star Gladiator artwork.
 * Black Hayato appears for a second at the end of his hidden Level 3 hyper combo.
 * Servbot starts releasing smoke when low on health, which happens similarly in Legends after they are attacked enough.
 * Upon defeat, Servbot blows up and leaves behind refractor shards, the game's Global Currency.
 * Jill gets to use several weapons from her source game, including her combat knife, handgun, grenade launcher and even the endgame missile launcher.
 * Several of the game's iconic items are also seen during her intro or win poses, including the ink ribbon, small key and broken radio.
 * One of her Assists references the game's Healing Potion, the Herbs. It even brings up the ECG display used in the Resident Evil series to indicate the player's health status.
 * Several objects and techniques used by Sonson are references to her grandfather's origin game, Son Son. The "POW" Hyper is modeled after an item that turned enemies on-screen into fruit (and in this game, it turns the enemy in one of 3 possible fruits seen in the game). She also gives off a peach as an assist, which is another item in the original game.

Marvel vs. Capcom 3: Fate Of Two Worlds
""Apocalypse once deemed you worthy of being his Horseman of Death? I really must beg to differ.""
 * The announcer has pre-battle speeches such as "Live and let die...FIGHT!!!" and "Go for broke...FIGHT!!!".
 * One of the things the announcer can say on the character select screen is "I'm gonna take you on a wild ride!"
 * He also says "That's right, the third chapter," as a nod to Street Fighter III: Third Strike's main theme.
 * Before a fight begins, he sometimes says, "Dare to believe you can survive."
 * Some of the little messages you can get for getting a combo are GREAT, COOL, DUDE, SWEET, STYLISH, FANTASTIC, MIGHTY, INCREDIBLE, AMAZING, UNCANNY, VIEWTIFUL, GALACTIC, and (whew!) UNSTOPPABLE.
 * The first Marvel vs. Capcom 3 trailer was going to start with the caption "After 10 years of silence..." but was ultimately changed to "After a decade of demand...", not only at Marvel's suggestion but also because of --- get this --- the mere title of Kamen Rider Decade. At last, a situation in which we're justified to scream out "ONORE DIKEIDO!"!
 * Akuma's alternate color schemes are based on the recurrent "Blonde" Shin Akuma alt, Oni and a mixture of purple hair/red gi similar to other schemes he's used. Ultimate schemes include his Street Fighter III look (with graying hair), and his pre-order DLC costume is Cyber-Akuma.
 * His win quote against Wolverine is a reference to his role in the X-Men storyline "The Twelve", and consequentially his being the True Final Boss of Marvel Super Heroes vs. Street Fighter:

""I don't care who you work for; don't get in Interpol's way!""
 * Amaterasu's alternate color schemes are based on three of Princess Fuse's Canine Warriors (Chu [Hayabusa], Gi, and Jin). For Ultimate, she gets a color scheme based off an statue of herself found in Kamiki Village (which can be used as a skin in Okami, too). Her DLC costume is based on Jon Talbain.
 * Beating Akuma with Amaterasu has Issun noticing how much Akuma's Shun Goku Satsu resembles Mrs. Orange baking cherry cakes.
 * One of Ammy's win-quotes in Ultimate has Issun state, "So, Ammy...I hear you've got a little pup now, already running off on his own adventures. They grow up so fast!"
 * Arthur's alternate color schemes are based off the Warrior's Armor in Ultimate Ghost 'N Goblins, the Gold/Magic Armor from Ghosts 'N Ghouls and Super Ghosts 'N Goblins, and the Bronze Armor from Super. For Ultimate, he gets two original color schemes. His DLC costume is an armorless "Zombie Arthur" which also changes his Armor Hyper into the Cursed Armor from Ultimate Ghosts 'N Goblins and his "armorless" state into a boxer-wearing skeleton, a form Arthur can assume if hit by transformation magic in Ultimate, as well as a nod to Arthur's death animation in his series.
 * His character theme is a remix of the iconic Stage 1 Theme from the first Ghosts 'N Goblins.
 * Arthur's moveset employs several of the weapons he can pick up in his many game appearances: his signature lance, dagger, axe (all games), scythe (Super Ghosts 'N Goblins), the sword (Ghosts 'N Ghouls), scatter crossbow, fire bottle and shield ( Ultimate Ghosts 'N Goblins).
 * His hyper combos include the Goddess Bracelet from Super Ghosts 'N Goblins and the Emperor's Armor from Ultimate Ghosts 'N Goblins. His third hyper combo is the Fire Dragon created by the Dagger Magic in Super.
 * Captain America has the costume of his Soviet counterpart The Red Guardian, The Punisher's Captain America outfit, and his alternate green color from previous Marvel vs. Capcom games as his alternate color schemes. For Ultimate, he loses the Red Guardian and MvC schemes and gets color schemes based off his Age of X gear, his appearence in the Hitler-punching cover of Captain America Comics #1 (complete with his original shield), Bucky Cap, and the Space Suit from Earth's Mightiest Heroes. The Punisher Cap returns with a U.S. Agent-styled shield, as well. His DLC costume is his Secret Avengers outfit.
 * In his intro against Strider, he claims to be reminded of Batroc the Leaper, one of his most frequently recurring enemies.
 * His intro against Frank refers to the infamous "I've covered wars, you know" line from Dead Rising
 * Upon defeating Iron Man, he states, "And that was for Civil War."
 * Chris Redfield has alternate color schemes based on his safari/"zebra" suit in Resident Evil 5, the series' blue RPD outfit as used by Leon and Jill, and Cody from Final Fight. For Ultimate, he gets color schemes based off his RE5 black suit seen in ads and Chuck Greene. His DLC costume is his appearance in the first game.
 * His Combination Punch special is taken directly from a QTE he can initiate during the first two battles with Wesker in RE5. Contrary to popular belief, it is not the infamous Boulder Punch.
 * Not only that but the pistol he uses is Leon S. Kennedy's Silver Ghost from Resident Evil 4.
 * He also uses a sizable portion the weaponry found in 5, including his Mercworx Goliath combat knife, the Stun Rod, the Smith & Wesson Model 29 Magnum, the Ithaca M37 Shotgun, the Škorpion vz. 61 Submachine Gun, Incendiary Grenades, Proximity Bombs, the Flamethrower, the RPG-7 Rocket Launcher, the Milkor MGL Mk.1 Grenade Launcher, and the Laser Targeting Device.
 * Chun-Li has alternate color schemes based on alternate colors from each of the main Street Fighter subseries: the original 2P Red, Color 10 Black and Start+MK White. For Ultimate, she gets colors based off her Pocket Fighter pink alt. and Shadow Lady. Her Ultimate pre-order DLC costume is her tracksuit.
 * Her pre-fight quote against C. Viper references their rivalry in Street Fighter IV.

""It's an Interpol agent. Don't worry, I'll take care of her.""
 * Capcom themselves stated that C. Viper can be considered an Expy of Captain Commando, especially, since it's commonly speculated that her abilities were inspired by Captain Commando in the first place.
 * Her alternate color schemes are based on fellow Street Fighter IV newcomers Rufus, El Fuerte, and Abel, even though Word of God stresses it wasn't intentional. For Ultimate, she gets a Claire Redfield scheme. Her DLC costume (from the Villain Costume DLC Pack) is a new outfit they created for this game, which makes her look like a super hero.
 * Her pre-fight quote against Chun-Li references their rivalship in Street Fighter IV.

""It's okay, Joe. We cool.""
 * Dante has, according to Word of God, no references for his original color schemes, though it was assumed they were based on his Diesel clothing from Devil May Cry 2, either Gene or Trish, and Ryu from Breath of Fire III. In Ultimate, he gets a Vergil alt. and an orange alt. based off Taskmaster's Frightful Four color (see below). His DLC costume changes him to his father, Sparda, complete with Sparda's demon form as his Devil Trigger.
 * His character theme is a remix of "Devils Never Cry" from Devil May Cry 3.
 * One of his intro quotes is, "Let's rock, baby!", which is something of Dante's trademark Pre-Ass-Kicking One-Liner. He also caps off his Million Dollars hyper with, "Jackpot!". This is Dante's personal Catch Phrase, used as a Pre-Mortem One-Liner before finishing off the Big Bads of the first and third games.
 * At the end of his Million Dollars hyper, Dante fires two bullets made out of pure demonic energy, alluding to a) his finisher on Mundus in the first game and b) his Combination Attack with Vergil in the third to defeat Arkham, both which involved attacks of similar caliber being fired from Ebony & Ivory. This could also double as a nod to Dante's ability to charge up his own bullets with his demonic energy.
 * His Level 3 is named Devils Must Die, a probable nod to the notoriously difficult "Dante Must Die" mode in the DMC games.
 * His intro quote against every female character (minus Morrigan and Amaterasu) is "How come I never meet any nice girls?" This most likely references Dante's second meeting with Lady in DMC3, where he tries to woo her and ends up receiving a bullet to the head (Dante ends up lampshading this with the line "I'm beginning to think I've got rotten luck with women.").
 * In his opening quote against Joe, the two of them express familiarity; Dante was a playable character in the PS2 version of Viewtiful Joe as well as Joe's own fighting game, Red Hot Rumble.

""My hair? It's not that I'm getting old, it's always been white...Why do you ask?""
 * Ultimate gives Dante a quote picking fun at DmC: Devil May Cry.

""I just beat Mag-freakin'-neto! Where yo curleh mustache at?""
 * Most characters walk backwards. Deadpool MOONWALKS!
 * During his Level 3 Hyper activation pose, he recites "Boop boop bee doop~"
 * One of his lines is "Have gun, will shoot!"
 * Deadpool's infamous SHORYUKEN! to Shadowcat made it as one of his moves (it's his Launcher Move).
 * His color schemes are his Days of Future Now outfit, his X-Force outfit and his Weapon-X outfit. Ultimate color schemes includes his "Death Wish"/"Identity Wars" outfit and X-Men costume. His DLC outfit is his "Cablepool" appearance.
 * His quote after defeating Magneto references the infamous MAHVEL, BAYBEE! video:

""I've heard the Doctor Strangelove jokes. I'm not amused.""
 * "You see that? THAT'S how you beat Wolverine, people. AND YOU DON'T EVEN NEED OPTIC BLASTS! HAHAHAHAHAHAHAHAHAHAHAHA!"
 * His taunt (consisting of Deadpool chanting, "This is my taunt!" or "Taunt button!") has a yellow speech bubble, just like the image from his own page. It also hits the other character if he/she/it is standing close enough to him.
 * "Wahahaha! Magneto! Welcome to die!!"
 * Wade's infamous Level 3 Hyper is called 4th Wall Crisis.
 * "Hey, next time, maybe you should let Nero do your fightin', skippy!"
 * His teleporter hearkens back to Cable & Deadpool, where the two were involved in several hijinks involving malfunctions that forced the two to merge upon traveling to another universe. During this, Deadpool also shouts, "BAMF!". This is the sound effect that accompanies the X-Man Nightcrawler whenever he teleports (much like "SNIKT!" for Wolverine's claws).
 * Every third warp will result in the device backfiring and exploding in Deadpool's face. He replies, "Curses! Foiled again.", a stock phrase of Snidely Whiplash (and all similar characters).
 * "That was Deadpoolicious. In case you're wondering, that's my new word for awesomeness."
 * Doctor Doom has two alternate colors based on his Marvel 2099 version and one based on his Old Man Logan appearance. For Ultimate, he loses his white/blue 2099 scheme and gets color schemes based on his look in Future Foundation, Identity Wars and Dark Reign: The Cabal. His Ultimate pre-order DLC costume is his Doomwar appearance.
 * After beating M.O.D.O.K., he regrets ever allying with him as part of the Intelligentsia.
 * Doctor Strange's line after defeating a female character

""Ki ki ki kiah! (I am the Red Blaze of the Red Arremers!)""
 * His alternative schemes are his retro blue costume, his look from War of the Gems, his Doctor Strange featured film colors and Doctor Strange 1602 look. His DLC costume is his blue costume (the Necromancer) from 1969.
 * Mystic Sword (an energy blade which can be summoned/dispersed at will) is another nod to the Doctor Strange: The Sorcerer Supreme animated film.
 * If called in as the third person in a team Hyper Combo string, he shouts "Defenders forever!" He also has special dialogue with the Hulk that makes reference to their shared history in The Defenders and the events of Planet Hulk.
 * Dormammu's moveset is a bit similar to Blackheart.
 * His schemes are based on different colorations from past comic appearances. For Ultimate, he gets different color schemes based off the New Exiles Black Baron Dormammu, and Nextwave's Dread Rorkannu. His DLC costume is his classic appearance.
 * Felicia has alternate color schemes based on her Night Warriors MP (blonde hair) and LP+MK (black fur, crimson hair) colors, and her Vampire Savior SK (red fur, but with her white hair swapped black) color. For Ultimate, she gets her Vampire Savior MP (dark skin, pink hair) color. Her DLC costume is based on Yellow Iris from the game Battle Circuit.
 * Her ending sees her
 * Some of Firebrand's color alts reference Capcom's logo, Blackheart, and his green color schemes references the cover of Gargoyle's quest and the Green Goblin. His DLC costume is the Red Arremer King from Ghosts 'n Ghouls.
 * His character theme is a remix of the intro screen music from the first Gargoyles Quest.
 * One of his winquotes references Gargoyles Quest:


 * Similarly, after a win Doctor Strange comments: "This gargoyle's quest has failed."
 * His intro is a reference to his appearance in Ghouls and Ghosts.
 * Firebrand's Dark Fire hyper and wall cling are both abilities he has in the Gargoyle's Quest series. The heavy version of Demon Missile is a reference to the Red Arremer's signature swooping attack in all the Ghost 'N Goblins games.
 * His Luminous Body hyper references a rather obscure ability of the Red Arremers in the first Ghosts 'N Goblins: If the player takes too long to defeat an Arremer, his skin turns grey/white and he becomes faster and more aggressive.
 * Frank West can take photographs in order to level up, much like in his home series. He can also use some of the combo weapons from Dead Rising 2, including the Paddlesaw.
 * His character theme is a remix of Adam MacIntyre's theme from the original Dead Rising. He also pulls out the modified shopping cart used by Stephen (albeit modified with the paddlesaw). His appearance is his younger Dead Rising self, compared to his glasses-wearing, overweight version used in Dead Rising 2: Off The Record.
 * Frank's color alts include one based on Chuck Greene and one of his alternates from Tatsunokovs Capcom. His DLC costume is the Mega Man X armor from Dead Rising.
 * Galactus employs four of the game's villains -- Akuma, Doom, Dormammu, and Wesker -- as his Heralds, infused with the Power Cosmic, in the single-player game's final fight; you have to fight two of them (selected at random) before you take on the bigger threat -- with no break between the fights.
 * Ghost Rider's alternative schemes are Ultimate Vengeance, Noble Kale, Danny Ketch, Phantom Rider, and his F4 costume from Mini Marvels. His DLC alt is Ghost Rider 2099.

"You are strong, but Hulk strongest there is!"
 * Haggar shouts "Come here!", which is also a nod to Scorpion.
 * His moveset is a mixed case with Zangief. While Zangief (in the Street Fighter-verse) copied Haggar's grappling move and Double Lariat (As Spinning Clothesline to him), Haggar adopted some of Zangief's moves in this game, while adding up a few of his own such as the pipe and his special moves (the Violent Axe and the Angry Hammer) from Slam Masters.
 * His character theme is an amalgam remix of both Guy and Cody's themes from Street Fighter IV, which themselves were remixes of "Metro City Slums", the first stage music in Final Fight.
 * His DLC costume is his attire from Final Fight 3.
 * Hawkeye's alternative schemes are his Tales of Suspense attire, Evil Hawkeye from War of the Gems, Heroes Reborn attire, Ultimate Hawkeye, and the space suit seen in Earth's Mightiest Heroes. His DLC costume is his Ronin costume.
 * One of his intros has references to the The Defenders and Thunderbolts, two teams he served on in the past.
 * His level three hyper, in which Ant-Man rides one of his arrows before turning into Giant-Man, was inspired by a classic Avengers cover.'
 * Hawkeye mentions "Cap's Kooky Quartet", the nickname for the Avengers after their first big roster shake-up, in his special intro against Captain America.
 * He also mocks Iron Man over Force Works, a team he headed in the mid-90s.
 * His victory quote against C. Viper compares her unfavorably to Black Widow
 * One of the items Hsien-Ko throws using her Ankihou special move is the Yashichi, an item that appeared in many early Capcom arcade games.
 * She has alternative color schemes based off her Night Warriors LP+MK (black with red trim) color, her Vampire Savior MP (blue with yellow trim) color and one referencing the "hopping zombie" from 1985 Hong Kong comedy horror film Mr. Vampire. For Ultimate, she gets an original scheme and her Vampire Savior SK (green with orange trim) color. Her DLC costume is her sister Mei-Ling's human form.
 * In her Ultimate intro, she may drop either a Steel Samurai or Rathalos figure.
 * Hulk drops one of his iconic phrases before tangling with Haggar.

"I can still smell Norman Osborn's hairgel."
 * He has alternate color schemes that makes him Grey Hulk and Red Hulk, as well as a scheme that gives him teal skin (based off an alternate from Marvel vs. Capcom 2). For Ultimate, the MvC2 alt. is dropped and he gets schemes based on his Age of X look and his Captain Universe look. His DLC alt is his Planet Hulk/World War Hulk attire.
 * In his intro against Wolverine, Hulk swears he'll break Wolvie's claws "this time." Wolvie counters by saying this time the fight won't end in a draw. This is a reference to the characters' long-standing rivalry (Wolverine first appearing as a Hulk villain, even), and one specific fight between them in Incredible Hulk #340.
 * Hulk has special dialogue with Doctor Strange that makes reference to their shared history in The Defenders and the events of Planet Hulk and World War Hulk. (It's not a happy reunion). If he wins, Hulk vows to smash the rest of the Illuminati.
 * When fighting Nova, Hulk is upset at the prospect of fighting "Human Rocket" -- because due to the above, he doesn't like rockets.
 * Iron Fist has alternate color schemes based on his current White and Gold look, his evil doppelganger, New Exiles' Power Fist and two based on his enemy the Steel Serpent! His DLC costume is his Ultimate look.
 * On beating Doctor Strange, he comments that he didn't like to take out a fellow Avenger -- a reference to their membership in the New Avengers.
 * Iron Man has the Silver Centurion armor, the original Tin Can armor, and the (rarely-shown) Stealth Armor as his alternate color schemes. Ultimate color schemes includes Evil Iron Man from the Capcom SNES game Marvel Super Heroes: War of the Gems (which, incidentally, also looks uncannily like Iron Man Legacy Character Mainframe from Marvel Comics 2) and his Gold Mk-II Armor. His DLC costume is Norman Osborn's Iron Patriot suit. He has special intro dialogue while wearing it.

""We're more alike than I'd like to admit.""
 * His character theme is a remix of War Machine's theme in MvC, which was originally a remix of Iron Man's own theme in Marvel Super Heroes.
 * On beating Captain America, he says "It's like Civil War all over again."
 * On beating Doctor Doom, he says "Don't think I forgot about what happened in Camelot." This references the infamous Doomquest mini-story, in which Doom and Iron Man were trapped in the Middle Ages. This also explains Arthur's intro for both of them; specifically, Arthur recognizes them as knights.
 * He says Hawkeye was "a two-bit punk when [they] first met" in their special intro, referring to Hawkeye's first appearance... as an Iron Man villain.
 * Jill, much like Chris and Wesker, uses some of her melee attacks from 5 (namely her Sweep Kick, Double Knee Drop, Head Grab, Flip Kick, and Cartwheel), as well as her Double Kick grapple breakers. As she sports her Battle Suit look from RE5, she also uses her Scorpion submachine gun in a hyper.
 * Her profile states that she has "masterful unlocking abilities."
 * She has color schemes inspired by Saki Omokane from Quiz Nanairo Dreams, though better known as a Marvel vs. Capcom assist and Tatsunoko vs. Capcom character, and Vanessa's Intera Fusion suit. For Ultimate, she gets a second P.N.03 color scheme based off Vanessa's main costume.
 * Her DLC alt is her appearance in Resident Evil 3, as this image shows.
 * Magneto has the MvC2 color palette for MAG-FUCKIN'-NETO that was seen in the MAHVEL, BAYBEE! video, a variant of his Ultimate Marvel appearance, and a variant of his Mutant X appearance (which is a massive Call Back into comic history--Marvel hasn't so much as shown the Mutant X universe in nearly a decade). Ultimate color schemes includes his all-white Age of X and Eye of Destruction appearances. His DLC costume is (or was going to be, thanks to controversy regarding a similar suit used by the King of Spain) his House of M look.
 * M.O.D.O.K.'s moveset is pretty much equivalent to Cable's moveset minus the Psimitar.
 * He also has a scheme that gives him pale skin and Red Eyes, Take Warning (which is how he was depicted in the cover of Super-Villain Team-Up), a scheme that makes him M.O.D.A.M. (makeup included), and a scheme based on his very first appearance. For Ultimate, he gets color schemes based off his blue appearance in What If #37 and Howard the Duck's M.O.D.O.T. (Designed for Talking). His Ultimate pre-order DLC costume is Elvis M.O.D.O.K. from Nextwave.
 * His Fastball Special is reminiscent to Ruby Heart's "Schwarzaile" attack, right down to the same trajectory.
 * Morrigan has alternate color schemes based off her original 2P alt. (Blonde!Morrigan) plus 2 originals. For Ultimate, she gets color schemes based off Lilith and her Vampire Savior all Kick white/black color scheme. Her Ultimate pre-order DLC costume is one of the costumes she changes into in several of her win poses in her source series (white shirt and red pants).
 * Likely, her quip against Dante ("Well now, aren't you a handsome devil.") may be one to Nevan from the third Devil May Cry, another succubus who described him in much the same way.
 * Nemesis has alternate color schemes based off an Exterminator Manjini, Man-Thing and the series' regular police zombie. His DLC costume is his coatless appearance/2nd form.
 * His character theme is a remix of "Unstoppable Nemesis"; his boss theme in Resident Evil 3 Nemesis.
 * Nova screams "Here's Richie!" when being called out.
 * He has the Rider Kick as one as his moves. And while it's probably just a coincidence, his Marvel Knights costume has an eerie resemblance to Ultimate Kuuga.
 * Nova's alternate colors are based off of two of his '90s New Warriors looks, one based off his look from Millennial Visions: Marvel Knights, Quasar, and Nova 00. Nova's DLC costume is directly based on Sam Alexander's Nova costume from the Ultimate Spider-Man.
 * Nova's victory quote, "That was for Nova Corps." is what Nova said to Annihilus as he killed him at the end of the Annihlation event (only edited to reflect the past tense rather than the present).
 * Phoenix has a mix of Psylocke and Rogue's movesets (sans the Mega Manning).
 * Her last-resort five-level Resurrection super turns her into the Dark Phoenix. When K.O.ed, she screams "Scott!"--Jean's last words before dying (the first time) in The Dark Phoenix Saga.
 * She has a color scheme based on how she was drawn by Jim Lee, a scheme based on her appearance in the Classic X-Men back-up story after Phoenix sacrificed itself (the outift she wears as White Crown of the Phoenix), and a scheme based on Grant Morrison's New X-Men costumes. For Ultimate, she gets schemes based off her Age of Apocalypse and 80's X-Factor looks. Her "Jim Lee-Jean Gray" outfit was updated and is called a X-Men Forever look, with her DLC costume being the actual Jim Lee outfit.
 * Her win quote against Akuma is a reference to both her Dark self and Akuma's Shin self:

""And I thought facing someone with one claw was bad enough. You really put me to the test. Thank you.""
 * Phoenix Wright has three stances, based on Ace Attorney; 'Investigation Mode' and 'Courtroom Mode' references the two main modes of gameplay in his series, while 'Turnabout Mode' references one of the main themes of the game; Wright's ability to turn a situation on its head and change everyone's view of the case.
 * His alternate color schemes (which also give Maya and Missile different colors) include ones based on Miles Edgeworth (Maya's colors change to her sister, Mia Fey), Dick Gumshoe (Maya as Franziska von Karma), Larry Butz (Maya as a Tres Bien waitress), Godot (Maya as Kay Faraday), and Sissel (and Lynne). Missile's colours are the same as Amaterasu's, only with the 6P (realistic dog) and 1P (Ammy's default) costumes switched. His DLC costume is his younger self as he appears in the first case of the third Ace Attorney game (Missile takes the colors of Talbain!Amaterasu, and Maya was originally meant to look like Mia Fey, but the team ran out of time before it could be done).
 * The evidence Phoenix Wright finds is based on evidence in the series, including common items in the series like a knife, an autopsy report, a cell phone and a photograph. Specific items include a broken vase (which may be the vase broken by Victor Kudo in case 3 of Trials & Tribulations), a watch (which may be the watch worn by Doug Swallow in case 1 of the aforementioned game), a bottle of grape juice (Phoenix's favourite drink, at least in Apollo Justice), and a Servbot.
 * His level 1 hyper, "Objection Overruled!", is a reference to a recurring nightmare that Phoenix Wright has in Justice For All.
 * One of Wright's victory quotes is, "I don't like things getting thrown at me, but at least it's not hot coffee.", a reference to Godot, who liked to throw his coffee at Phoenix when he was angry.
 * Wright's victory quote against Firebrand mentions a Demon Prosecutor, AKA Miles Edgeworth, his friend and rival.
 * His Objection! move is named "Bridge To The Turnabout", referencing both the final case of Trials and Tribulations and the fact that it's what lets him enter Turnabout Mode.
 * In the end of his level 3 super, Rocket Raccoon says "I love the smell of Napalm in the morning". Said super is named Rocky Raccoon, after the Beatles song that inspired the character's creation.
 * His DLC costume is his first appearance.
 * Upon beating Chris, Rocket declares, "That's for letting them mess up Raccoon City, ya wanker!"
 * Similarly, RR's opening line against Wesker is "So, what's this I hear about a Raccoon City?"
 * His victory quote, "Never doubt a raccoon." is a direct quote from War of Kings which Rocket Raccoon said after knocking out Gladiator.
 * All of Ryu's alternate color schemes are based on alternate colors from past Street Fighter games; one of these schemes is an Evil Ryu variant. In Ultimate, he also got an alt based off of his rival, Ken. His DLC costume is that of his appearance in the original game.
 * Speaking of Evil Ryu, Ryu's text quote upon beating either Phoenix or Wolverine alludes to the struggle with the Satsui no Hadou he went through in both Street Fighter Alpha and Street Fighter IV.
 * When placed opposite of Spider-Man, Ryu muses, "Spiders. I hate spiders." According to his bio, Ryu hates spiders due to a prank Ken pulled on him in childhood involving having the spider crawl down his mouth.
 * His win-quote against wolverine references Vega:

""I'm pretty sure even the spectacular Spider-Ham could beat you.""
 * Sentinel's alternate color schemes are the infamous "Mango Sentinel" scheme from Marvel vs. Capcom 2, which was featured in the aforementioned MAHVEL, BAYBEE! video; plus schemes based off the Second Coming sentinels and the sentinels from the game X-Men: Mutant Apocalypse. Ultimate gives him new schemes based off of Nimrod and a classic turquoise Sentinel . His Ultimate pre-order DLC costume is his old-school red/purple appearance.
 * In Ultimate, his bio mentions that his model number is COTA-94.
 * One of his Ultimate winquotes has him stating that his programming is evolving and becoming Bastion. Unfortunately, his evolutionary process is halted by Capcom pressing B.
 * His winquote against Wolverine references Operation: Zero Tolerance, a storyline involving Sentinels that touched all the X-Men books in the mid-late 90s.
 * Fans has noticed She-Hulk's similarity to R. Mika's moveset with hint of Guile's. Either that, or she's El Fuerte on steroids (especially in her Running Start special which can be followed by many attack options, much like his Habanero Dash).
 * She has an alternate color scheme that makes her Lyra (the other She-Hulk) from the Frightful Four, a scheme that makes her Red She-Hulk, and a scheme based on her Ultimate appearance (Red and Ultimate She-Hulk are both different versions of Betty Ross, the former in Earth-616, the mainstream Marvel universe). For Ultimate, she gets a color scheme based off Lyra to replace the dropped "Frightful Four" Lyra color, and gets others based off her Fantastic Four uniform and Gray She-Hulk. Her DLC costume Is her lawyer clothes.
 * She-Hulk mentions that she was compared to Phoenix Wright as one of her win quotes.
 * Shulkie and Hulk don't call themselves "Hulk!" or "She-Hulk!" when tagging...they call themselves "Bruce!" and "Jen!"
 * After beating Deadpool, She-Hulk will mention that "If this game were made in 1991, I'd be the one hitting you with the health bar!''', a reference to the days when She-Hulk was the comic character famous for having no fourth wall.
 * After beating Iron Man, she refers to the events of the 90s Contest of Champions, where she lost her match-up against him.
 * Shuma-Gorath has the purple color scheme from his first comic appearance and Marvel Super Heroes, his blue alt. from Marvel vs. Capcom 2, and a silver original.
 * His DLC alt is based on his one-time disciple, Quoggoth.
 * Shuma-Gorath's likeness to Cthulhu is more than just a coincidence—Shuma-Gorath was originally conceived by Conan the Barbarian creator Robert E. Howard as a reference in a Kull story. When Marvel started illustrating several of Howard's sword-and-sorcery stories during the 1970s, they also imported some of Conan, Kull & Co.'s enemies into the Marvel Universe proper, including Shuma-Gorath. In Real Life, Howard was close friends with Lovecraft and as such, many of his stories are directly tied to the Cthulhu Mythos. Thus, Shuma-Gorath really is as close as one gets to playing a legit Elder God in a fighting game!
 * Whenever Spencer uses his bionic arm to grab enemies from afar, he shouts, "Get over here!"
 * He has alternate color schemes based on Jane and the BioReign soldiers, both from the 2009 Bionic Commando. For Ultimate, he gets a color scheme inspired by P.N.03. His DLC costume is his appearance from Bionic Commando Rearmed.
 * His character theme is a remix of "Leap of Faith", the Stage 1 theme in the Arcade Bionic Commando, though much better remembered as the Area 2, 9 and 11 music in the NES port.
 * Spencer has some moves from the 2009 Bionic Commando, including the Reel-In and Zip Kick. He gets the "Death from Above" move in Ultimate. Also, his "Jaw Breaker" grab may be a nod to a fighting scene near the end of the 2009 game.
 * What does Spider-Man say as his pre-match quote? "Look out! Here comes the Spider-Man!"
 * One of his taunts is "Does what a spider can!", from another snippet from the 1960s cartoon opening.
 * Spidey's Maximum Spider super in 3 ends with what appears to be the Rider Kick. In earlier games, the final hit of the attack was dependent on where Spidey launches off of the wall from and how many hits it took to K.O. an opponent.
 * He also makes a quip in one of his victory quotes about Peter Porker, the Spider-Ham.

""Hey Mister Willllson!...You suck.""
 * Spidey's alternate color schemes are the Big Time costume (which he hadn't yet worn in the comics when it was revealed), the Venom Symbiote, and the Iron Spider costume (minus the extra arms, of course). For Ultimate, he has the green Big Time scheme replaced by the red Big Time costume and gets two schemes based off his Future Foundation costume and the Spider-Armor. His DLC costume is Ben Reilly, the Scarlet Spider.
 * His win quote against Felicia mentions Black Cat, who is also named Felicia and has a cat motif.
 * Spidey's win quote against Deadpool:

""Gonna rough you up like a Broadway musical!""
 * His win-quote against Firebrand in Ultimate is "You know, you look like the guy who ruined my marriage.", referencing Mephisto and serving as a reference to One More Day.
 * Deadpool bites back with a pre-fight quote against Spidey in Ultimate, referencing the ill-reviewed musical Spider-Man: Turn Off the Dark.


 * He calls Wesker by saying Aaaal-bert!
 * Storm has a white and gold-trimmed scheme (meant to reference her outfit from the 90s, used in both the cartoon and earlier Marvel vs. Capcom titles) and two schemes based on her X-Treme X-Men appearances (her standard outfit for that series, and one used for a fight in Tokyo).
 * For Ultimate, both her X-Treme schemes are dropped in exchange of color schemes based off her X-Men Revolution purple suit, her current dark/silver outfit, her 90's retro blue/yellow X-Men costume and Mjolnir Storm look. Her pre-order DLC costume is her mohawk style appearance (her Morlock look).
 * Strider Hiryu retains his unique death animation from the previous Marvel vs. Capcom, referencing his death animation in the original Strider.
 * He has alternate color schemes based off Kenji/Mukuro, Strider Hien (from Strider 2), Ibuki, and Guy. His Ultimate pre-order DLC costume is his lavender/scarf-less appearance from the arcade Strider.
 * His character theme is a remix of "Raid!", the Stage 1 theme in the original Strider.
 * Hiryu's "Gram" and wall cling are both references to his arcade game, the former being an item power-up and the latter one of the series' main gimmicks (cling through any surface).
 * Before executing his "Inferno" super, Super-Skrull says "He loves you".
 * He also shouts "Come here!" for his Elastic Slam grab, putting the number of Scorpion allusions up to three.
 * When fighting Nova, Super Skrull vows to see him "annihilated" -- a reference to, duh, the Annihilation event
 * He has alternate color schemes based on Skrull from the Ultimate universe, a color scheme based on Rl'nnd (His regular color scheme is for Kl'rt), and a red-and-black scheme designed by Capcom (thought it looks like the Skrull in Fantastic Five). For Ultimate, he loses his Capcom-designed scheme and gets others based off the Skrull race's debut and second appearance, and a cover of Avengers: The Initiative where he's using Yellowjacket's costume. His Ultimate pre-order DLC costume is his attire from Annihilation: Super-Skrull.
 * Taskmaster references Avengers member Hawkeye and Masters of Evil member Black Knight when he emulates their moves.
 * Taskmaster's alternate colors are based on his original appearance, his UDON costume, and his Frightful Four costume. For Ultimate, he loses his UDON color scheme and gets color schemes based off Deadpool (from when he used his costume in Deadpool #9), Dane Whitman/Black Knight and Mr. Fear. His DLC alt is his UDON costume, complete with an energy shield
 * In his win quote against Iron Man, he says "Looks like Tony Stark needs a bodyguard", referencing the fact that back when Stark's identity was secret, he claimed Iron Man was his bodyguard.
 * In his win quote against Captain America, he says "Maybe I should teach you how to use that shield!" When John Walker became Captain America, that's exactly what he did.
 * Thor has alternate color schemes based on Thor girl and Beta Ray Bill. His DLC costume is his classic outfit. For Ultimate, Thor loses both his Thor Girl colors and 4th generic scheme, and gains schemes based off his armor (from Thor #378), Heroes Reborn, Ultimate Thor and his space suit from Earth's Mightiest Heroes.
 * His "Mighty Spark" move is identical to the attack he did as an Assist Character in the first Marvel vs. Capcom.
 * In his winquote against Firebrand, he wonders if he's any relation to Surtur.
 * Trish has an alternate color scheme that gives her a darker skin tone, White-Haired Pretty Girl, and white clothes (meant to reference ), a scheme that gives her a blue outfit with blonde hair (based off R. Mika), and a scheme based on Dante's default outfit. For Ultimate, she loses the white scheme for a Vergil alt. and gets the "Frigtful Four" orange (to go with Dante's) and a pink suit/black hair one which Word of God says gives off a June Lin Milian vibe. Her DLC costume is.
 * Her character theme is a remix of "Lock & Load" from the first Devil May Cry.
 * Ultimate has Trish not only lampshading her intention resemblance to Dante's mother Eva but mocking Dante's infamous "I should have been the one to fill your dark soul with LIIIIIIIIIIIGHT!!!!! line from the first game.
 * Tron Bonne has alternate color schemes that gives her blond hair and a red outfit (based off Roll Caskett), one of her old MvC2 schemes, and a scheme that paints her mechsuit to resemble a Servbot while Tron herself resembles the Mayor of Kattlelox Island. For Ultimate, the "Servbot-Gustaff" color is dropped and other schemes based off Teisel Bonne, Bon Bonne, and her Namco X Capcom look are included. Her DLC costume has the Gustaff modeled after a Servbot, as opposed to merely sharing its color scheme.
 * Her Lunch Rush hyper has a maximum of 41 hits (excluding the initial gunshot that sets up the move), the total number of known Servbots as of Mega Man Legends 2 and The Misadventures of Tron Bonne. It's also a reference to Mega Man Legends 2, where
 * Vergil retains his Rising Sun kick from Devil May Cry 3 which behaves exactly like Rugal Bernstein's Genocide Cutter.
 * He also can be seen as a Spiritual Successor of sorts to Silver Samurai (both are samurais) and Spiral (for his Spiral Swords hyper), both coming from previous MvC games.
 * His alts. are based off of Nero, Kyosuke Kagami, "Vante" (the red-colored NPC version of Vergil he fought in DMC3 Special Edition), and Demitri. His DLC costume is based on his Corrupted form with the Sparda Devil Trigger from Dante's DLC, with Word of God stating that several difficulties such as different swords and movesets prevented them from using Nelo Angelo instead.
 * Several of Vergil's quotes are directly lifted word-for-word from 3.
 * Viewtiful Joe has alternate color schemes based on Captain Blue Jr. and the Dark Emperor (the Big Bad of Viewtiful Joe 2 and ). For Ultimate, he gets color schemes based off Sexy Sylvia and his longtime rival, Blade Master Alastor. His DLC costume is regular, untransformed Joe.
 * His character theme is a remix of "Joe The Hero" from the first Viewtiful Joe. This was also his Tatsunoko vs. Capcom theme.
 * The game's credit sequence shows Joe trying on outfits inspired by the Marvel superheroes.
 * One of Viewtiful Joe's Hyper Combo has him combining his Speed Up and Slow-Mo powers as he plunges his hands into his opponent, then ripping them out. The hyper's name (Viewtiful Godhand) may be a nod to God Hand.
 * appear in his ending, a Mythology Gag towards to his fanboyism of Captain Blue as he's introduced in his own series.
 * Wesker has an alternate color scheme that gives him a white suit and white coat (scientist getup, which also references a photo of him in a lab from Resident Evil) and a scheme that gives him white hair, blue coat, and a black undershirt (if only he had a katana...). For Ultimate, he loses his Vergil alt. (since Vergil is in the game) and gets color schemes based off Gambit (sort of) and M. Bison, plus his pre-order DLC costume is his original S.T.A.R.S. uniform from Resident Evil 1.
 * His character theme is a remix of "Winds of Madness", his boss theme in Resident Evil 5.
 * His Level 3 hyper is called Lost in Nightmares (a DLC mission set before the events of the game; the Spencer Mansion incident with Wesker, as seen in flashbacks throughout RE5). The final attack in that hyper (where he throws a rocket at the opponent) is based off of the second fight with him in 5, where Wesker would occasionally grab rockets and hurl them at Chris and Sheva once things started to heat up. His medium (Panther Fang), heavy, and launcher attacks (Tiger Uppercut) are taken straight from his melee attacks in Resident Evil 5. The Cobra Strike and Ghost Butterfly specials also reference this, as do his front/back throws (respectively Mustang Kick and Windfall).
 * His Jaguar Dash and Tiger Knee are also taken from the fifth game--specifically, the the quick-time event where Wesker lunges at Chris at high-speeds, Chris blocks Wesker's Knee Cannon attack and retaliates with a fist to the face (knocking Wesker flat on his ass), only to then shake his hand in mild pain.
 * Rhino Charge (his Counter Attack/reversal hyper) is another one of his melee attacks from 5, while his Phantom Dance could be seen as a souped-up Collide.
 * His ending.
 * Wesker has two attacks, Jaguar Kick and Tiger Uppercut, named after Adon and Sagat, respectively, from the Street Fighter series.
 * One of his opening lines is "This seems fair, three...on three?", a reference to RE5, where Chris and Sheva face off against Wesker and Jill (his line there was "I think the odds are fair, two on two.")
 * One of his winquotes references his infamous COMPLETE GLOBAL SATURATION line from RE5.
 * Wesker brandishes his Beretta 92F Custom "Samurai Edge" handgun from his S.T.A.R.S. days. As in RE5, this is the only firearm he carries on his person.
 * Wolverine's alternate color schemes are his brown-and-orange X-Men outfit (except it's not the John Byrne design, obviously), his X-Force outfit, and a variant of his Age of Apocalypse outfit. Ultimate color schemes include Evil Wolverine from the Capcom SNES game Marvel Super Heroes: War of the Gems and his Wolverine: Enemy of the State look. His DLC costume is his Weapon X appearance.
 * One of his intro one-liners is "I'm the best at what I do", a nod to a Catch Phrase instated during Chris Claremont's run with the X-Men comics.
 * One of his opening lines in Ultimate asks if his opponent wants to "tangle with the Wolverine". This is an abbreviated version of his iconic line from his first comicbook appearance (as an enemy of Hulk, no less).
 * One of his victory quotes toward the Hulk mentions how both of them are monsters, a line he also said to the Hulk in Infinity Gauntlet.
 * One of X-23's attacks makes her a good replacement for Cammy.
 * She has alternate color schemes based on her New X-Men outfit, her Captain Universe outfit, and (in the case of the striped tanktop scheme) the cover of the first issue of her ongoing comic. For Ultimate, she gets color schemes based off her current black/gray costume and Age of Apocalypse Kirika. Her Ultimate pre-order DLC costume is her X-Men: Evolution debut appearance.
 * In tone with Wolvie's Catch Phrase, she has a similar one saying "I'm the second best at what I do".
 * When Zero is K.O.ed, he--much like Mega Man and Roll in MvC2--disperses into orbs of light.
 * He also gains a modified version of Raikosen from X8.
 * His Level 3 hyper is the infamous Genmurei (yelled here as "Genmu-zero!") from the equally-infamous X vs. Zero battle from Mega Man X5. This also doubles as a Bilingual Bonus, as Genmurei literally translates to "Illusion Zero".
 * His alternate color schemes are based on X, Axl, and his "big brother" Bass. For Ultimate, he loses his X scheme for another one based off X's first Armor, and gets two schemes based off Vile and his Mega Man Zero design. His DLC costume is X.
 * His character theme is a remix of his Boss Fight theme from Mega Man X 2.
 * Zero briefly gains Awakening Zero's crimson Battle Aura during said hyper.
 * A very subtle one comes from the color of his Z-Saber during Genmurei. Zero's Z-Saber can obtain a power-up from one of the Mavericks (or in the case of in X5 and X6, from power-up parts) in several games, allowing him to deflect projectiles (the only exception was X7, where he had this augment from the start). In X8, beating Earthrock Trilobyte earns you the technique Rekkyoudan, which gives the Z-Saber a yellowish-orange glow. During his Level 3, the Z-Saber exhibits both of these properties.
 * In his ending, This was one of the many problems found in a manga adaptation of Mega Man Zero.
 * Zero in his X-Factor mode can be seen as a nod to Maverick Zero, in the infamous X vs Zero fight in X5.
 * One of the Achievements references the show Charles in Charge.
 * Many others are also shouts out or mythology gags; The "Ultimate Nullifier", after a famous weapon from Marvel comics, "Excelsior!" is Stan Lee's Catch Phrase, "School for the Gifted" refers to the Xavier Academy, "Whose Side Are You On?" is the tagline to Marvel Civil War...
 * A few are comic industry in-jokes, such as "Waiting for the Trades" (the practice of waiting for a series to be collected to purchase it) and, conversely, "I Buy the Issues" (pretty much the reverse of the previous example)
 * Quite a few achievements you get for pairing up certain characters with people from their same continuity and KO-ing them, regardless of whether you're the one KO'd. "Whose Side Are You On", as the reference to the Marvel Civil War, is achieved when you KO Iron Man as Captain America (or vice-versa), and another has you "determine the fate of the Satsui no Hadou" - by pitting up Ryu against Akuma.
 * The Ultimate in UMvC3 is a reference to Marvel's Ultimate Marvel line.
 * Also, one can notice that in Ultimate MvC3's character select screen, posters of the first two MvC games can be seen in the background as well as as a poster of the original MvC3.
 * There's a Days of Future Past stage with a Wanted poster with MvC2 characters, referencing the iconic cover of Uncanny X-Men #141.
 * In Ultimate's Heroes and Heralds mode, the cards have several Marvel/Capcom characters either playable in-game or the ones who haven't been in a crossover before. Sasquatch has been spotted on cards so far, as well as Daken, Anti-Venom, Red Skull, The Wasp, Abomination, Mega Man X and Godot. A full list of cards can be seen here.

Capcom vs. SNK: Millennium Fight 2000 and Capcom vs. SNK 2: Mark Of The Milllennium

 * One of the narrator's quotes during the intro is "2001 is the year we make contact!" "The Year We Make Contact" was the sequel to the book/film 2001: A Space Odyssey.
 * Some of Benimaru's special attacks (Genei Hurricane, Handou Sandangeri and Shinkuu Katategoma) are references to Hurricane Polimar's special attacks. Funny how both faced Capcom characters.
 * Having Kyo and Benimaru fight in the Nairobi stage results in Goro Daimon standing in the background watching the fight, referencing how teammates would stand on the sidelines (and be called to attack in rare circumstances) from 94 to 98.
 * Ryo and Ryu's special intro is also reminiscent of how fighters in the Art of Fighting series, after briefly conversing, would jump away from each other to start the fight.

SNK vs. Capcom: SVC Chaos

 * When Ryu is fighting Tessa, he makes reference to a fortune teller he met in Genoa.
 * Plenty of Demitri's Midnight Blisses are Shout Outs or Mythology Gags:
 * Ryo Sakazaki's MB is a Palette Swap of his sister Yuri.
 * Shiki's MB is her Bust/"Half-Shaded" form in Asura Zanmaden.
 * Orochi Iori's MB is Miss X, from SNK Gals Fighters.
 * Ken and Violent Ken's MBs are his wife Eliza.
 * Chun-Li's MB is her movie self.
 * When being absorbed, Hugo's form resembles Roxy.
 * Zero's MB is Ciel.
 * In a Mirror Match, said MB is a Palette Swap of Morrigan (only with his trademark pointed upwards hair).
 * Tessa's Midnight Bliss form is Sakura.
 * When beaten by the Red Arremer, each character becomes a different kind of monster, most of them either taken from Japanese mythology or Ghosts N Goblins:
 * Chun-Li turns into a jiang shi.
 * Dan, being the eternal Butt Monkey that he is, doesn't even have a demon form and stays as himself.
 * Genjuro turns into a kamaitachi.
 * Guile turns into a Kappa with an American flag tattoo.
 * Hugo turns into a generic Oni, as does Sagat and regular Akuma.
 * Kasumi turns into a karakasa with a coloration resembling her outfit.
 * Kyo turns into a hitotsume-kozo wearing his outfit and a pair of geta instead of his normal shoes and a pair of Ghost Lights hovering next ot him
 * Ken turns into a Kitsune, while Violent Ken turns into a Shinigami.
 * Mr. Karate turns into, as is fitting considering his mask, an actual Tengu: the normal version has no major differences beyond his outfit while Serious version wears stilt-getas and has a fan.
 * Ryu turns into a nue.
 * Shiki is, disturbingly enough, turned into Gandara from Samurai Shodown 64.
 * Shin Akuma turns into (an?) Ashura.
 * Terry is turned into a werewolf, referencing to his "Hungry Wolf" epithet from way back in Fatal Fury. It's also a Title Drop. The Japanese title for Fatal Fury is Garou Densetsu. Translated to English, it'd be "Legend of the Hungry Wolves".
 * Vega turns into one of the floating knight enemies from G'N'G, with his mask as its shield.
 * Zero turns into one of the Mimic enemies from G'N'G.
 * Getting beaten by Athena turns each character into an animal instead but most of them are self-explainatory and not worth listing here. Some of the more amusing/noteworthy ones include:
 * Mai turning into a cow with her tassel as its tail.
 * Guile turning into a rooster with its crest replaced with his Anime Hair.
 * Choi turning into a chimpanzee but retaining his head.
 * Zero turning into a fox with his helmet.
 * Chun-Li turning into an ostritch with her hairbuns.
 * Tessa turning into a penguin, as a nod to her ending in Pocket Fighter and her curse while fighting against Scion in Red Earth.
 * Sagat turning into an overly-muscled tiger.
 * Shin Akuma turning into a shiisaa.

Tatsunoko vs. Capcom
""Hmm...That's the Shimazu-style karate, isn't it? Seems like everyone's using that these days.""
 * A lot of people refer to Mega Crash as something similar to Burst from Guilty Gear...when reality it is actually from Pocket Fighter. It has the same effect of freeing the character from any form of attack or combo and has the same cost of two levels. However, while in Tatsunoko vs. Capcom it reduces the point character's yellow health to red, in Pocket Fighter the character loses all of the gems.
 * The intro of Ultimate All Stars features a clip of Ryu switching to Soki when using a Delayed Hyper Cancellation. When this occurs, there's a picture of half of Ryu's face joining with half of Soki's face in the middle of the screen, both staring at you. This is a call back to a special Variable Combination you could use in Marvel vs. Capcom 1 where you briefly controlled both characters and could infinitely use their supers for a set period of time. Everything is the same, right down to the "face-merger". As a footnote, the super background has a strong resemblance to that game's one.
 * When you face, starts playing. This is a reference to.
 * Batsu's victory quote against Ryu is a reference to Hideo's fighting style, which is almost a carbon-copy of Ryu's:

""Bad guys sure like wearing skin-tight clothes, don't they? Not that I really pay attention.""
 * His victory quote against Doronjo is a reference to his own series, as the main villain of Project Justice, Kurow, also wore skin-tight clothing:

""I...I can't take it anymore! I absolutely hate dogs! Sorry, but I've got to get out of here!""
 * His victory quote against Casshan references his Rival Schools backstory, where a dog bit him:

""I've faced down opponents' swords before. Don't think you can scare me with your samurai act.""
 * His victory quote against Kaijin No Soki can be a double reference to fellow Rival Schools characters Hayato Nekketsu and Hyo Imawano:

""A world where humans and robots live in harmony? I find that hard to believe..." "Humans and robots...living together in peace? I'm not against it, but it's unlikely to happen.""
 * Casshan's winquotes against Zero and Roll are references to his own series's ambience:

""Taiyo High School, huh? Didn't they have a lot of problems with fighting awhile ago? How are things now?""
 * One of Doronjo's alternate color mimics Berg Katse.
 * She also has one that mimics Conchita from Godhand, which makes sense as Conchita is surrounded by a slender genius and a lumbering bruiser.
 * Frank West's "Real Mega Buster" is a nod to the two Mega Busters in Dead Rising - the fake one shooting toy pellets, and the real one shooting actual energy blasts. And if that wasn't enough, the fact that it has been turned into a laser beam parallels the Shinkuu Hadouken being buffed up from a big Hadouken in Street Fighter canon to an actual Kamehame Hadouken in the games.
 * Intentional or not, one of Frank's palettes makes him look a lot like fellow zombie ass-kicker Nick.
 * His winquote against Batsu references the amount of time between the first Rival Schools game and the first Dead Rising game:

""If Casshan can't do it, who can?" Are you kidding me? That's an easy one! The answer is yours truly, Viewtiful Joe!""
 * Gold Lightan's ending in CGoH . His ending in UAS, dialogue aside,.
 * Ippatsuman's victory quote against Doronjo is about him being reminded of certain people. They are Mun-Mun, Kosuinen, and Kyokanchin, expies of the Doronbo Gang in Gyakuten Ippatsuman.
 * These videos from the official blog poke fun at Joe the Condor. One of them is a reference to Gatchaman where Ken never ever lets Joe push the Big Red Button of the God Phoenix to launch the Bird Missile.
 * Jun the Swan's ending.
 * MegaMan Volnutt's Machine Gun Sweep has 41 hits. There are 41 Servbots as of Mega Man Legends 2.
 * Roll's victory quote says that Alex is "more like Hard Man than Guts Man", and that Viewtiful Joe is a "Quick Man cosplayer".
 * The moment her HP is depleted, she burst into globes of light, just like her source series.
 * Saki's fourth alternate color is remindful of Rei Ayanami's outfit.
 * One of Tekkaman Blade's alternate colors give him Tekkaman Evil's color scheme.
 * His Blaster/Blastor Mode Voltekka Level 3 (should the initial shockwave connect) shows Blade's Tek-set system crystal shattering right before he fires. Early on in the anime, Blade's crystal was broken and Takaya/D-Boy subsequently needed to rely on Pegas in order to transform into Blade, although said crystal was mysteriously regenerated in Tekkaman Blade II without explanation. The entire sequence is the same as when Blade first used the Blastor Voltekka, shattered crystal and all.
 * Part of Viewtiful Joe's victory quote against Casshan is a reference to Neo-Human Casshern's 70's opening (prepare your ears!). It's also something of a Call Back to the opening from the first Viewtiful Joe:


 * One of his alternate costumes is a yellow. In Viewtiful Joe Joe says the winner of the boss fight between Another Joe and himself with have to change into a yellow outfit.
 * Yatterman-2's hyper move "Omotchama's Roll" summons Omotchama, the small dice robot of Yatterman. Omotchama stays on screen for some time, attacking enemies with a varying random attack for five times. The random attacks? They're from E. Honda, including the headbutt, butt slam, and hundred handslap. He even says "Dosukoi!" when he headbutts or body slam the enemy.
 * Zero's Level 3 hyper attack has him using Dark Hold to freeze time, and then turning his saber into a large blade, akin to the one used by his Zero self.
 * One of his alternate colors is his Black Armor, and one is the color scheme of X.
 * The moment his HP is depleted, he bursts into globes of light, just like his source series.
 * In addition to his standard 3-hit combo and his Z-Buster, most of Zero's moves are taken from the special abilities he learned from Mavericks since his playable inclusion in X4.
 * His fighting stance is evocative of the stance he gains X6 (Zero was given a different posture and attack sprites in that game, as opposed to X, who kept his sprites from X4 and X5).

Namco x Capcom

 * The Charade mooks use Cassandra's style, despite there being no reference to Cassandra in the game otherwise. Thankfully, this was pre-Soulcalibur IV, or else they'd be humiliating you with an extraordinarily girly Critical Finish.
 * Reiji Arisu and Xiaomu are based on Kyosuke Nanbu and Excellen Browning. They would later meet a second set of expies based on them in that saga.
 * Tron Bonne and Strider Hiryu's supers and Captain Commando's Multiple Assaults reuse the super background from MvC2.
 * Pay close attention and you'll notice that the weapons Hsien-Ko summons in her joint Multiple Assault with Regina, Fong Ling and Bruce are all weapons found in Dead Aim and Dino Crisis. Of particular note is the last weapon Bruce uses in the attack:.
 * Merchant Sylphie's movelist is chock-full of references to old Capcom games, including Trojan, Commando, GunSmoke, Bionic Commando and Pirate Ship Higemaru. Her finisher has her cosplay as four Capcom characters: Makoto, Mai-Ling, Lt. Linn Kurosawa from the Beat'Em Up Alien vs. Predator, and Michelle Heart.
 * Both Unknown Soldiers from Forgotten Worlds are assisted by the side arms from Shoot'Em Up Side Arms: Hyper Dyne.
 * Guy and Sho/Ginzu being a Tag Team is a reference to both being users of Bushin-Ryu Ninjitsu in their respective games (Sho/Ginzu, in fact, is a successor of the style, and Captain Commando takes place in a futuristic Metro City, the locale of the Final Fight series).
 * During Felicia, King, and Armor King's Multiple Assault, Felicia calls for the two Kings to beat up on enemies much like her Please, Help Me! super in the Darkstalkers series.

Street Fighter X Tekken
"Dan: Are you OK!? Buster Wo-I mean, I'm doing freaking great!"
 * The game itself reuses the term Super Arts for the super combos of both sides.
 * Heihachi literally Turns Red when he activates Pandora Mode in a manner not unlike Makoto's Tanden Renki.
 * King's Mexican Magma Drive Super Art has him performing a German Suplex, Powerbomb and a Sharpshooter (otherwise known as the Scorpion Death Lock.) An alternate finisher to the sequence is the Muscle Buster.
 * Ibuki and Rolento being partners may have something to do with Ibuki's incarnation in Pocket Fighter/Super Gem Fighter. In said game, the fighters dressed differently for each special attack, often dressed as other Capcom characters; Ibuki dressed as Rolento for her aerial Kunai attack and aerial Super, the same way Rolento is known for throwing grenades in mid-air since Final Fight. Also, on the English voice setting, Ibuki's Pandora activation quote is "I can't control it!".
 * Sagat and Dhalsim being partners has to do with the not-canon but official Udon comics, in which Dhalsim helps Sagat to train in order to gain better control over himself and his emotions after losing to Ryu.
 * The Mad Gear Hideout Stage has a sign with japanese writing above the stage... which just happens to be the mangled, nonsensical translation Sodom proposed to the other gangmembers in his Street Fighter Alpha 1 Ending. Doubles as a Mythology Gag.
 * The tutorial mode has a blatantly obvious one when Dan says this gem...

"Bison: For me, it was a Tuesday."
 * Bison's taunt is a reference to an infamous line from the first Street Fighter movie.

"Rolento: Children, knowing is half the battle."
 * Sometimes when tagging in, Ken will say "Time to unleash the beast!"
 * In Bryan and JACK-X's rival dialogue, JACK-X scans Guy and Cody and states that their Power Level is Over Nine Thousand, a reference to a popular Internet meme.
 * When using Cross Assault with Mega Man, the Mega Man 2 title theme starts playing.
 * Also, for Tekken characters, the Tekken 3 theme plays. For Street Fighter characters, the Street Fighter II title theme plays. For mixed teams, a brief remix of the main menu theme plays.
 * Rolento's taunt...

"Ibuki: Forehead protectors?! I don't need one of those! You've been watching too much anime..."
 * Ibuki's win quote against Lili:

Cross Edge

 * York looks an awful lot like Matt.
 * Lazarus to Winfield right down to his Seiyuu, his hot springs peeking tendencies, his weapon of choice, and his level up quote.