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{{work}}
Given the amount of [[Loads and Loads of Characters|characters]] and references in [[Capcom vs. Whatever|this series]] as its main appeal, this is the place for all the [[Captain Ersatz]]es, [[Continuity Nod
== ''X-Men vs. Street Fighter'' ==
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** 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]]'':
{{quote|''"Apocalypse once deemed you worthy of being his Horseman of Death? I really must beg to differ."''}}
* '''Amaterasu''''s alternate color schemes are based on three of Princess Fuse's Canine Warriors (Chu [Hayabusa], Gi, and Jin). For ''Ultimate'', she gets [https://web.archive.org/web/20130914215737/http://www.gamespot.com/special_feature/marvelcapcom-week3/image-feature/index.html 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 [[Darkstalkers|Jon Talbain.]]
** Beating Akuma with Amaterasu has Issun noticing how much Akuma's Shun Goku Satsu [http://www.youtube.com/watch?v=8239V1ML8rE 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, [[Ōkamiden|already running off on his own adventures.]] They grow up so fast!"
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* Most characters walk backwards. '''Deadpool''' [[Michael Jackson|MOONWALKS!]]
** During his Level 3 Hyper activation pose, he recites "[[Betty Boop|Boop boop bee doop~]]"
** [[Fountain of Memes|One of]] his [[Memetic Mutation|lines]] is [[Have Gun — Will Travel|"Have gun, will shoot!"]]
** Deadpool's infamous '''SHORYUKEN!''' to Shadowcat [[Ascended Meme|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'' [https://web.archive.org/web/20130311103509/http://uk.gamespot.com/special_feature/marvelcapcom-week7/image-feature/index.html?image=1 color schemes] includes his [http://farm7.static.flickr.com/6004/5968234764_11ee24deed_z.jpg "Death Wish"]/"Identity Wars" outfit and ''X-Men'' costume. His DLC outfit is his "Cablepool" [http://s3.amazonaws.com/data.tumblr.com/tumblr_lo6nqmBHgg1qdwygho1_1280.jpg?AWSAccessKeyId=AKIAJ6IHWSU3BX3X7X3Q&Expires=1321385633&Signature=%2Bn9kwMYY%2Ft76AHgz87GdwtLhDYI%3D appearance].
** His quote after defeating Magneto references the infamous '''[[Memetic Mutation|MAHVEL, BAYBEE!]]''' video:
{{quote|''[[Ascended Meme|"I just beat Mag-freakin'-neto! Where yo curleh mustache at?"]]''}}
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** Every [[Rule of Three|third]] warp will result in the device backfiring and exploding in Deadpool's face. He replies, "Curses! Foiled again.", a stock phrase of [[Dudley Do-Right|Snidely Whiplash]] ([[Dastardly Whiplash|and all similar characters]]).
** [[Street Fighter II|"That was Deadpoolicious. In case you're wondering, that's my new word for awesomeness."]] <ref>A reference to M. Bison's "This is delicious!" meme from the Street Fighter cartoon.</ref>
* '''Doctor Doom''' [https://web.archive.org/web/20120615061829/http://fans.marvel.com/marvel_interactive/blog/2011/02/09/marvel_vs._capcom_3:_the_final_9_marvel_alternates 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 [https://web.archive.org/web/20130318222845/http://www.gamespot.com/special_feature/marvelcapcom-week6/image-feature/index.html?image=1 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
{{quote|"''I've heard the [[Doctor Strangelove]] jokes. I'm not amused.''"<ref>Oh, but we are, Doc.</ref>}}
** His [https://web.archive.org/web/20120613234843/http://www.gamespot.com/special_feature/marvelcapcom-breakdown/image-feature/index.html 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 "[[The Defenders|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 [https://web.archive.org/web/20120613234843/http://www.gamespot.com/special_feature/marvelcapcom-breakdown/image-feature/index.html 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 [http://www.capcom-unity.com/number6/blog/2011/10/18/umvc3_costume_inspiration_blog_-_felicia 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 {{spoiler|start up a musical act based on her adventures in defeating Galactus with Dazzler. What's the name of the musical? [[Ted Nugent|Cat Scratch]] [[Darkstalkers|Savior]]. [[Don't Explain the Joke|As in "Vampire Savior"]]. This also serves as a [[Call Back]] to her original goal to become a superstar singer in the first ''Darkstalkers''.}}
* Some of '''Firebrand''''s [http://asia.gamespot.com/special_feature/marvelcapcom-breakdown/image-feature/index.html?image=25 color alts]{{Dead link}} 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 ''[[Gargoyle's Quest]]''.
** One of his winquotes references ''[[Gargoyle's Quest]]'':
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** Frank's color alts include one based on [[Dead Rising 2|Chuck Greene]] and one of his alternates from ''[[Tatsunoko vs. Capcom]]''. His DLC costume is the Mega Man X armor from Dead Rising.
* '''[[Big Bad|Galactus]]''' employs four of the game's villains -- Akuma, Doom, Dormammu, and Wesker -- as his [[Silver Surfer|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 -- [[Sequential Boss|with no break between the fights]].
* '''Ghost Rider''''s alternative schemes are [https://web.archive.org/web/20111227063819/http://www.gamespot.com/special_feature/marvelcapcom-week2/image-feature/index.html Ultimate Vengeance, Noble Kale, Danny Ketch, Phantom Rider, and his F4 costume from Mini Marvels.] His DLC alt is Ghost Rider 2099.
* '''Haggar''' shouts "Come here!", which is also a nod to [[Mortal Kombat|Scorpion]].
** His moveset is a mixed case with [[Street Fighter II|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 ''[[Saturday Night Slam Masters|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 [https://web.archive.org/web/20120613234843/http://www.gamespot.com/special_feature/marvelcapcom-breakdown/image-feature/index.html 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 ''[[The Avengers: Earth's Mightiest Heroes|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'' [https://web.archive.org/web/20120510124829/http://goodcomics.comicbookresources.com/wp-content/uploads/2010/05/hawkeyegreatest5.jpg 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.
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* '''Hulk''' [http://www.youtube.com/watch?v=cJAC4KeMLVo drops one of his iconic phrases before tangling with Haggar.]
{{quote|''You are strong, but Hulk strongest there is!''}}
** He has alternate color schemes that makes him Grey Hulk and Red Hulk, as well as a scheme that gives him teal skin ([https://web.archive.org/web/20120615061829/http://fans.marvel.com/marvel_interactive/blog/2011/02/09/marvel_vs._capcom_3:_the_final_9_marvel_alternates based off an alternate from] ''Marvel vs. Capcom 2''). For ''Ultimate'', the ''MvC2'' alt. is dropped and he gets schemes based on his [https://web.archive.org/web/20120616003708/http://fans.marvel.com/marvel_interactive/blog/2011/09/30/ultimate_marvel_vs._capcom_3_alternates:_hulk_and_she-hulk ''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 [https://web.archive.org/web/20111227085115/http://www.gamespot.com/special_feature/marvelcapcom-week4/image-feature/index.html?image=2 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 Spider-Man|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 [[Fan Nickname|Tin Can]] armor, and the (rarely-shown) Stealth Armor as his alternate color schemes. ''Ultimate'' [https://web.archive.org/web/20120615213437/http://fans.marvel.com/marvel_interactive/blog/2011/09/22/ultimate_marvel_vs._capcom_3_alternates:_iron_man_and_iron_fist 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.
{{quote|''I can still smell Norman Osborn's hairgel.''}}
** 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]]''.
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** She has [http://www.capcom-unity.com/number6/blog/2011/10/28/umvc3_costume_inspiration_blog_-_jill_valentine 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 [[P.N.03|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 [http://i.imgur.com/TWhqvl.jpg this image] shows.
* '''Magneto''' has the ''MvC2'' color palette for [[Memetic Mutation|MAG-FUCKIN'-NETO]] that was seen in the '''''[[Memetic Mutation|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'' [https://web.archive.org/web/20120615131605/http://fans.marvel.com/marvel_interactive/blog/2011/09/09/magneto_and_wolverine_alternates_in_ultimate_marvel_vs._capcom_3 color schemes] includes his all-white ''Age of X'' and ''Eye of Destruction'' appearances. His DLC costume is (or [http://www.capcom-unity.com/brelston/blog/2011/12/19/ultimate_mvc3_ancient_warrior_costume_pack_delayed_until_march_6 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 [[Evil Albino|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 [[Distaff Counterpart|M.O.D.A.M.]] (makeup included), and a scheme based on his very first appearance. For ''Ultimate'', he [https://web.archive.org/web/20130925005153/http://fans.marvel.com/marvel_interactive/blog/2011/11/04/ultimate_marvel_vs._capcom_3_alternates:_m.o.d.o.k._and_sentinel gets color schemes] based off his blue appearance in ''What If'' #37 and [[Howard the Duck]]'s M.O.D.O.T. (Designed for '''T'''alking). His ''Ultimate'' pre-order DLC costume is Elvis M.O.D.O.K. from ''[[Nextwave]]''.
** His [[Fastball Special]] is reminiscent to [[Marvel vs. Capcom 2|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 [https://web.archive.org/web/20130311103509/http://uk.gamespot.com/special_feature/marvelcapcom-week7/image-feature/index.html?image=1 color schemes] based off [[Darkstalkers|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 [https://web.archive.org/web/20120613234843/http://www.gamespot.com/special_feature/marvelcapcom-breakdown/image-feature/index.html alternate color schemes] based off an [[Resident Evil 5|Exterminator Manjini]], Man-Thing and the series' regular [[Resident Evil 2|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 "[[The Shining|Here's Richie!]]" when being called out.
** He has the [[Kamen Rider|Rider Kick]] as one as his moves. And while it's probably just a coincidence, his [https://web.archive.org/web/20111216215252/http://www.gamespot.com/special_feature/marvelcapcom-week8/image-feature/index.html?image=5 Marvel Knights costume] has [http://images3.wikia.nocookie.net/__cb20110901010317/kamenrider/images/a/aa/Kamen_rider_Kuuga_Ultimate_form.jpg an eerie resemblance]{{Dead link}} to [[Kamen Rider Kuuga|Ultimate Kuuga.]]
** Nova's [https://web.archive.org/web/20111210022932/http://www.gamespot.com/special_feature/marvelcapcom-week8/image-feature/index.html alternate colors] are based off of two of his '90s ''[[New Warriors]]'' looks, one based off his look from ''Millennial Visions: Marvel Knights'', [[Quasar (comics)|Quasar]], and Nova 00. Nova's DLC costume is directly based on Sam Alexander's Nova costume from the ''[[Ultimate Spider-Man (animation)|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 [[Older Than They Think|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 [https://web.archive.org/web/20120418124442/http://fans.marvel.com/marvel_interactive/blog/2011/08/25/umvc3:_the_ultimate_in_super_hero_fashion_
** Her win quote against Akuma is a reference to both her Dark self and Akuma's Shin self:
{{quote|''"We're more alike than I'd like to admit."''}}
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** 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 [[Apocalypse Now|"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 [http://imageshack.us/photo/my-images/510/img0883r.jpg/ DLC costume] is [http://images1.wikia.nocookie.net/__cb20050619055446/marveldatabase/images/thumb/e/e5/Rocket_Raccoon_001.jpg/185px-Rocket_Raccoon_001.jpg his first appearance.]{{Dead link}}
** Upon beating Chris, Rocket declares, "That's for letting them mess up [[Resident Evil|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 [[Super-Powered Evil Side|Evil Ryu]] variant. In ''Ultimate'', [http://asia.gamespot.com/special_feature/marvelcapcom-week10/image-feature/index.html?image=12 he also got an alt]{{Dead link}} based off of his rival, Ken. His DLC costume is that of his appearance in [[Street Fighter (video game)|the original game]].
** Speaking of Evil Ryu, Ryu's text quote upon beating either Phoenix or Wolverine alludes to the struggle with [[The Corruption|the Satsui]] [[The Dark Side|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." [[All There in the Manual|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 [[Street Fighter II|Vega]]:
{{quote|''"And I thought facing someone with one claw was bad enough. You really put me to the test. Thank 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; [https://web.archive.org/web/20120615061829/http://fans.marvel.com/marvel_interactive/blog/2011/02/09/marvel_vs._capcom_3:_the_final_9_marvel_alternates plus schemes based off] the ''Second Coming'' sentinels and the sentinels from the game ''X-Men: Mutant Apocalypse''. ''Ultimate'' [http://asia.gamespot.com/special_feature/marvelcapcom-week10/image-feature/index.html?image=2 gives him new schemes]{{Dead link}} 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 [[X-Men: Children of the Atom|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 [[Pokémon|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 [[Street Fighter Alpha|R. Mika's]] moveset with hint of [[Street Fighter II|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'', [https://web.archive.org/web/20110929180657/http://www.gamespot.com/special_feature/marvelcapcom-week5/image-feature/index.html?image=13 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 ''[[Ace Attorney|Phoenix Wright]]'' as [http://dl.dropbox.com/u/3011155/da/1297584648377.png one of her win quotes.]{{Dead link}}
** 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''' [https://web.archive.org/web/20120615061829/http://fans.marvel.com/marvel_interactive/blog/2011/02/09/marvel_vs._capcom_3:_the_final_9_marvel_alternates 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 [http://www.capcom-unity.com/brelston/go/gallery/item/136518001 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!
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** He calls Wesker by saying '''''[[Alvin and The Chipmunks|Aaaal]]'''[[Alvin and The Chipmunks|-bert!]]''
* '''[[Storm]]''' has a white and gold-trimmed scheme (meant to reference her outfit from the 90s, used in both the [[X-Men (animation)|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 [https://web.archive.org/web/20111211043924/http://fans.marvel.com/marvel_interactive/blog/2011/09/02/storm_alternates_in_ultimate_marvel_vs._capcom_3 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 Hiryu|Strider]]''.
** He has [https://web.archive.org/web/20111220072933/http://www.gamespot.com/special_feature/marvelcapcom-week2/image-feature/index.html?image=2 alternate color schemes] based off [[Red Earth|Kenji/Mukuro]], [[The Rival|Strider Hien]] (from ''Strider 2''), [[Street Fighter III|Ibuki]], and [[Final Fight|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).
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** He also shouts "Come here!" for his Elastic Slam grab, putting the number of [[Mortal Kombat|Scorpion]] allusions up to [[Rule of Three|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 [https://web.archive.org/web/20120615061829/http://fans.marvel.com/marvel_interactive/blog/2011/02/09/marvel_vs._capcom_3:_the_final_9_marvel_alternates designed by Capcom] (thought it looks like the Skrull in Fantastic Five). For ''Ultimate'', he loses his Capcom-designed scheme and gets [https://web.archive.org/web/20120612154901/http://fans.marvel.com/marvel_interactive/blog/2011/10/07/ultimate_marvel_vs._capcom_3_alternates:_super-skrull_and_doctor_doom 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 [https://web.archive.org/web/20120615061829/http://fans.marvel.com/marvel_interactive/blog/2011/02/09/marvel_vs._capcom_3:_the_final_9_marvel_alternates his original appearance, his UDON costume, and his Frightful Four costume]. For ''Ultimate'', he loses his UDON color scheme and gets [https://web.archive.org/web/20120224235323/http://fans.marvel.com/marvel_interactive/blog/2011/09/16/taskmaster_alternates_in_ultimate_marvel_vs._capcom_3 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 [https://web.archive.org/web/20120615061829/http://fans.marvel.com/marvel_interactive/blog/2011/02/09/marvel_vs._capcom_3:_the_final_9_marvel_alternates 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 [https://web.archive.org/web/20130914215737/http://www.gamespot.com/special_feature/marvelcapcom-week3/image-feature/index.html schemes] based off his armor (from ''Thor #378''), ''Heroes Reborn'', ''Ultimate'' Thor and his space suit from ''[[The Avengers: Earth's Mightiest Heroes|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 [[Dark-Skinned Blond|a darker skin tone]], [[White-Haired Pretty Girl]], and [[Woman in White|white clothes]] (meant to reference {{spoiler|her disguise as Order of the Sword member Gloria in ''Devil May Cry 4''}}), a scheme that gives her a blue outfit with blonde hair (based off [[Street Fighter Alpha|R. Mika]]), and a scheme based on [[Rule 63|Dante's default outfit]]. For ''Ultimate'', she loses the white scheme for a Vergil alt. and [https://web.archive.org/web/20110929180657/http://www.gamespot.com/special_feature/marvelcapcom-week5/image-feature/index.html?image=13 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 [[Star Gladiator|June Lin Milian]] vibe. Her DLC costume is {{spoiler|Gloria}}.
** Her character theme is a remix of "Lock & Load" from the first ''[[Devil May Cry]]''.
** ''Ultimate'' has Trish not only [[Lampshade Hanging|lampshading]] [[Freud Was Right|her intention]] [[Identical Stranger|resemblance to Dante's mother Eva]] but mocking Dante's [[Memetic Mutation|infamous]] "I should have been the one to fill your dark soul with '''''[http://www.youtube.com/watch?v=79ddOyvnh6o 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 [https://web.archive.org/web/20120613234843/http://www.gamespot.com/special_feature/marvelcapcom-breakdown/image-feature/index.html 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 {{spoiler|1=the Servbots repeatedly sent letters to MegaMan requesting that he join as Servbot #42 in order to cheer up Tron. This is referenced in her ending, where she reprograms a Sentinel to serve as Servbot #42.}}
* '''Vergil''' retains his Rising Sun kick from ''Devil May Cry 3'' which behaves exactly like [[The King of Fighters|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.
** [http://asia.gamespot.com/special_feature/marvelcapcom-week4/image-feature/index.html?image=8 His alts.]{{Dead link}} are based off of [[Devil May Cry|Nero]], [[Rival Schools|Kyosuke Kagami]], "Vante" (the red-colored NPC version of Vergil he fought in ''DMC3 Special Edition''), and [[Darkstalkers|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 [http://www.capcom-unity.com/brelston/blog/2011/12/06/ultimate_mvc3_costume_blog:_evil_twin_pack?pg=6 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 {{spoiler|Joe's father Jet Black <ref>the black costume is the Dark Emperor's normal look, while the white costume is his [[Boss Subtitles|"Dark Hero, Jet Black"]] [[Light Is Not Good|look]] from the [[Final Boss]] battle</ref>}}). For ''Ultimate'', he gets [http://www.capcom-unity.com/number6/blog/2011/09/16/umvc3_costume_inspiration_blog_-_viewtiful_joe color schemes] based off [[Action Girl|Sexy]] [[Battle Couple|Sylvia]] and his [[Worthy Opponent|longtime]] [[The Rival|rival]], [[Boss Subtitles|Blade Master]] [[Noble Demon|Alastor]]. His DLC costume is regular, untransformed Joe.
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** 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'' [https://web.archive.org/web/20120615131605/http://fans.marvel.com/marvel_interactive/blog/2011/09/09/magneto_and_wolverine_alternates_in_ultimate_marvel_vs._capcom_3 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 [[Street Fighter II|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'', [https://web.archive.org/web/20120612122246/http://fans.marvel.com/marvel_interactive/blog/2011/10/21/ultimate_marvel_vs._capcom_3_alternates:_x-23_and_nova 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 [[That One Attack|infamous]] Genmurei ([[Calling Your Attacks|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 '''[[Meaningful Name|Zero]]'''".
** His alternate color schemes are based on [[Mega Man X|X, Axl]], and [[Mega Man (video game)|his "big brother" Bass]]. For ''Ultimate'', he loses his X scheme for another one based off X's first Armor, and gets [https://web.archive.org/web/20130318222845/http://www.gamespot.com/special_feature/marvelcapcom-week6/image-feature/index.html?image=1 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 [[Super-Powered Evil Side|Awakening Zero's]] crimson [[Battle Aura]] during said hyper.
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* 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, [http://media.comicvine.com/uploads/0/77/129185-184444-days-of-future-past.jpg referencing the iconic cover of Uncanny X-Men #141]{{Dead link}}.
* 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. [[Darkstalkers|Sasquatch]] has been spotted on cards so far, as well as [[Daken]], [[Spider-Man|Anti-Venom]], [[Captain America (comics)|Red Skull]], [[The Wasp]], [[The Hulk|Abomination]], [[Mega Man X]] and [[Ace Attorney|Godot]]. A full list of cards can be seen [http://www.capcom-unity.com/marvelvscapcom/go/thread/view/102977/28773325/Heroes__Heralds_Ability_Card_list?pg=1 here.]
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* 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 '''[[The King of Fighters|Benimaru]]''''s special attacks (Genei Hurricane, Handou Sandangeri and Shinkuu Katategoma) are references to [[Tatsunoko Productions|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.
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* '''Gold Lightan''''s ending in ''CGoH'' {{spoiler|is a reference to Shin Akuma's ending in ''[[Capcom Fighting Evolution]]''}}. His ending in ''UAS'', dialogue aside, {{spoiler|mimics Ryu's ending in the original ''[[Street Fighter II]]'', right down to spoofing Ryu's [[Riding Into the Sunset|"walking into the sunset"]] scene}}.
* '''Ippatsuman''''s victory quote against Doronjo is about him being reminded of certain [[Terrible Trio|people]]. They are Mun-Mun, Kosuinen, and Kyokanchin, [[Expy|expies]] of the Doronbo Gang in ''Gyakuten Ippatsuman''.
* [https://web.archive.org/web/20130527073531/http://www.capcom.co.jp/blog/vs/blog/20091120_385.html 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 {{spoiler|lets you pick a choice on the outcome of her ending. This is a homage to Chun-Li's original ending in ''[[Street Fighter II]]'', which was also done in Thanos's ending in ''[[Marvel Super Heroes]]''}}.
* '''MegaMan Volnutt''''s [[More Dakka|Machine Gun Sweep]] has 41 hits. There are 41 Servbots as of ''[[Mega Man Legends]] 2''.
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* The game itself reuses the term [[Street Fighter III|Super Arts]] for the super combos of both sides.
* '''Heihachi''' ''literally'' [[Turns Red]] when he activates Pandora Mode in a manner not unlike [[Street Fighter III|Makoto's]] Tanden Renki.
* '''King''''s Mexican Magma Drive Super Art has him performing a [[Chris Benoit|German]] [[Kurt Angle|Suplex]], [[John Bradshaw Layfield|Powerbomb]] and a [[Bret Hart|Sharpshooter]] (otherwise known as the [[
* '''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 [[Marvel vs. Capcom 3|"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.
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* Lazarus to [[Record of Agarest War|Winfield]] right down to his [[Seiyuu]], his hot springs peeking tendencies, his weapon of choice, ''and his level up quote''.
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[[Category:Shout-Out/Video Games]]
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