Capcom vs. Whatever/Shout-Out: Difference between revisions

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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|Continuity Nods]]s, [[Expy|Expies]], [[Mythology Gag|Mythology Gags]], "[[No Celebrities Were Harmed]]" and [[Shout-Out|Shout Outs]]s.
 
== ''X-Men vs. Street Fighter'' ==
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** 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 [[Dirty Communist|evil]].
* One of Wolverine's winquotes is his [[Catch Phrase]]:
{{quote| ''"I'm the best there is at what I do."''}}
* One of Ryu's winquote references ''[[Street Fighter II]]'''s subtitle:
{{quote| ''"You need to learn the way of [[Title Drop|the World Warrior]]."''}}
** Another win quote of his references the [[Urban Legend of Zelda|infamous Shen Long rumor from EGM]] (and by proxy, his actual win quote from ''II'').
{{quote| ''"You must defeat my Aerial Rave to stand a chance."''}}
 
 
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== ''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 (video game)|Mega Man]]''''s ending too. It's a throwback to {{spoiler|the "Weapon Get" [[Cutscene]] whenever you defeat a Robot Master. In this case, it's the music from ''[[Mega Man 3]]''. Mega Man adopting Onslaught's color scheme, and the caption "You Got -- Magnetic Shockwave" while Mega Man performs the aforementioned move}}. In the otherwise restricted (tag matches only being available when both teams have the same characters) [[Play StationPlayStation]] 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|Mazinger Z and Aphrodite A]].
** Mega Man's Rush Drill is likely a reference to a [[What Could Have Been|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 {{spoiler|her and Ryu playing ''Super Puzzle Fighter II Turbo''<ref>a [[Super-Deformed]] ''[[Street Fighter]]''-related game whose title [[Lampshade Hanging|pokes fun at]] the [[Capcom Sequel Stagnation|various psuedo-sequels]] of ''[[Street Fighter II]]''; it also featured characters from ''[[Darkstalkers]]'' and ''[[Cyberbots: Full Metal Madness|Cyberbots]]'', Morrigan included</ref>}}.
* '''Hulk''''s ending {{spoiler|with Captain America's [[Heroic Sacrifice]]}} is a nod to the end of the Onslaught saga in the comics.
* Hitting '''[[Assist Character|Arthur]]''' when he's summoned makes his armor fall off, and he stumbles offscreen in his underwear, just like in his [[Ghosts 'n Goblins (series)|source series]].
* The alt color of '''[[Assist Character|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, {{spoiler|you can see Cyclops and Ryu shaking hands. This can be a [[Call Back]] to the title screen of ''[[X-Men vs. Street Fighter]]'', where both of them are shaking hands behind the game's logo}}.
* '''[[Star Gladiator|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.
** [[Super-Powered Evil Side|Black Hayato]] appears for a second at the end of his hidden Level 3 hyper combo.
* '''[[Mega Man Legends|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]].
* '''[[Resident Evil|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 '''[[Original Generation|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.
 
 
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* Some of the little messages you can get for getting a combo are [[Street Fighter Alpha|GREAT]], [[Devil May Cry|COOL]], [[Dude, Where's My Car?|DUDE, SWEET]], [[Devil May Cry|STYLISH]], [[Fantastic Four|FAN]][[Dead Rising|TASTIC]], [[The Mighty Thor|MIGHTY]], [[Incredible Hulk|INCREDIBLE]], [[Spider-Man|AMAZING]], [[X-Men|UNCANNY]], [[Viewtiful Joe|VIEWTIFUL]], [[Galactus|GALACTIC]], and (whew!) UNSTOPPABLE. <ref>Perhaps a nod to [[X-Men|Juggernaut?]]</ref>
* The first ''Marvel vs. Capcom 3'' trailer [http://www.capcom-unity.com/jgonzo/blog/2010/05/14/marvel_vs._capcom_3_producer_blog_-_after_a_decade_of_demand! 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 "'''[[Memetic Mutation|ONORE DIKEIDO!]]'''"!
* '''Akuma''''s [http://www.capcom-unity.com/number6/blog/2011/09/02/umvc3_costume_inspiration_blog_-_akuma alternate color schemes] are based on the recurrent "Blonde" Shin Akuma alt, [[Street Fighter IV|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 [[Marvel Super Heroes vs. Street Fighter|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]]'':
{{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!"
* '''Arthur''''s alternate color schemes are [http://www.capcom-unity.com/number6/blog/2011/10/07/umvc3_costume_inspiration_blog_-_arthur 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 [http://www.gamespot.com/special_feature/marvelcapcom-week9/ 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 ''[[The Avengers: Earth's Mightiest Heroes|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.
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*** 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 [[Street Fighter II|original 2P Red]], [[Street Fighter IV|Color 10 Black]] and [[Street Fighter III|Start+MK White]]. For ''Ultimate'', she [http://www.capcom-unity.com/mikeeb13/blog/2011/11/04/umvc3_costume_inspiration_blog_-_chun_li gets colors based off] her ''Pocket Fighter'' pink alt. and [[Marvel vs. Capcom Clash of the Superheroes|Shadow Lady]]. Her ''Ultimate'' pre-order DLC costume is her [[Street Fighter Alpha|tracksuit]].
** Her pre-fight quote against C. Viper references their rivalry in ''[[Street Fighter IV]]''.
{{quote| ''"I don't care who you work for; don't get in Interpol's way!"''}}
* [[Word of God|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 [http://www.capcom-unity.com/number6/blog/2011/09/09/umvc3_costume_inspiration_blog_-_wesker_and_c._viper it wasn't intentional.] For ''Ultimate'', she gets a [[Resident Evil 2|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]]''.
{{quote| ''"It's an Interpol agent. Don't worry, I'll take care of her."''}}
* '''Dante''' has, according to [[Word of God]], [http://www.capcom-unity.com/number6/blog/2011/09/23/umvc3_costume_inspiration_blog_-_dante no references for his original color schemes], though it was assumed they were based on his [[Product Placement|Diesel]] clothing from ''Devil May Cry 2'', either [[God Hand|Gene]] or [[Rule 63|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 Move|finishing off]] the [[Big Bad|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 [[Evil Twin|Vergil]] in the third to defeat Arkham, both which involved attacks of similar caliber being fired from [[Cool Guns|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 [[Harder Than Hard|notoriously difficult]] [[Idiosyncratic Difficulty Levels|"Dante Must Die" mode]] in the ''DMC'' games.
** His intro quote against every female character (minus [[Darkstalkers|Morrigan]] and [[Ōkami|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 [[Lampshade Hanging|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''.
{{quote| ''"It's okay, Joe. We cool."''}}
** ''Ultimate'' gives Dante a quote [[Discontinuity Nod|picking fun at]] ''DmC: Devil May Cry''.
{{quote| ''"My hair? It's not that I'm getting old, it's always been white...Why do you ask?"''}}
* 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?"]]''}}
** ''"You see that? THAT'S how you beat Wolverine, people. [[Take That|AND YOU DON'T EVEN NEED]] [[X-Men (film)|OPTIC BLASTS!]] HAHAHAHAHAHAHAHAHAHAHAHA!"''
** His taunt (consisting of Deadpool chanting, [[Captain Obvious|"This is my taunt!"]] or [[Shaped Like Itself|"Taunt button!"]]) has a yellow speech bubble, just like the [[Deadpool|image from his own page]]. It also hits the other character if he/she/it is standing close enough to him.
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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 ''[[GargoylesGargoyle's Quest]]''.
** One of his winquotes references ''[[GargoylesGargoyle's Quest]]'':
{{quote| ''"Ki ki ki kiah! (I am the [[In-Series Nickname|Red Blaze]] of the Red Arremers!)"''}}
** Similarly, after a win Doctor Strange comments: "This gargoyle's quest has failed."
** His intro is a reference to his appearance in [[Ghosts 'n Goblins (series)|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, [http://i39.tinypic.com/hwyfs8.png 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]]: [[Updated Rerelease|Off The Record]].
** Frank's color alts include one based on [[Dead Rising 2|Chuck Greene]] and one of his alternates from ''[[TatsunokovsTatsunoko 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.
<!-- %% GhostRider predates Scorpion. Don't add that here. %% -->
* '''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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* One of the items '''Hsien-Ko''' throws using her Ankihou special move is the [http://capcom.wikia.com/wiki/Yashichi 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'', [http://www.capcom-unity.com/number6/blog/2011/10/21/umvc3_costume_inspiration_blog_-_hsien-ko 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 [[Ace Attorney|Steel Samurai]] or [[Monster Hunter|Rathalos]] figure.
* '''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]]''.
** On beating [[Captain America (comics)]], he says "It's like [[Civil War (Comic Book)|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 [[wikipedia:Doomquest|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.
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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_%28today(today:_phoenix!%29) 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:
{{quote| ''"We're more alike than I'd like to admit."''}}
* '''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 [[The Rival|Miles Edgeworth]] (Maya's colors change to her sister, [[The Obi-Wan|Mia Fey]]), [[Sympathetic Inspector Antagonist|Dick Gumshoe]] (Maya as Franziska von Karma), [[Butt Monkey|Larry Butz]] (Maya as a Tres Bien waitress), Godot (Maya as Kay Faraday), and [[Ghost Trick|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 [http://www.capcom-unity.com/brelston/blog/2012/02/21/ultimate_mvc3_costume_blog:_viewtiful_strange_pack the team ran out of time before it could be done]).
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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 has alternate color schemes based on Jane and the BioReign soldiers, both from the 2009 ''[[Bionic Commando]]''. For ''Ultimate'', he gets a [http://www.capcom-unity.com/number6/blog/2011/09/30/umvc3_costume_inspiration_blog_-_spencer 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? "[[Theme Song|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 [[Kamen Rider|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 [[Animal Superheroes|Peter Porker, the Spider-Ham]].
{{quote| ''[[Insult to Rocks|"I'm pretty sure even the spectacular Spider-Ham could beat you."]]''}}
** Spidey's alternate color schemes are the ''Big Time'' costume ([[Early-Bird Cameo|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 [http://farm7.static.flickr.com/6013/5967679689_bc31565c77_z.jpg red] ''Big Time'' costume and gets two schemes based off his [[Fantastic Four (Comic Book)|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:
{{quote| ''"[[Dennis the Menace US|Hey Mister Willllson!]]...You suck."''}}
** 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''.
{{quote| ''[[Take That|"Gonna rough you up like a Broadway musical!"]]''}}
** 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).
* Before executing his "Inferno" super, '''Super-Skrull''' says "[[Secret Invasion|He loves you]]".
** 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.
** 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 [[GaoGaiGar|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]]''.
** {{spoiler|Captain Blue, Alastor, Mojo, and Spiral}} 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 [[Devil May Cry|he had a katana]]...). For ''Ultimate'', he loses his Vergil alt. (since Vergil is in the game) and gets [http://www.capcom-unity.com/number6/blog/2011/09/09/umvc3_costume_inspiration_blog_-_wesker_and_c._viper color schemes] based off [[X-Men|Gambit]] (sort of) and [[Street Fighter II|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 [[Downloadable Content|DLC]] mission set before the events of the game; the Spencer Mansion incident with Wesker, as seen in [[Flash Back|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 [[Press X to Not Die|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.
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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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* When you face {{spoiler|Yami's third form}}, {{spoiler|[[Theme Music Power-Up|"The Sun Rises"]]}} starts playing. This is a reference to {{spoiler|the last battle in Okami}}.
* '''Batsu''''s victory quote against Ryu is a reference to [[Rival Schools|Hideo's]] fighting style, which is almost a [[Shotoclone|carbon-copy]] of Ryu's:
{{quote| ''"Hmm...That's the Shimazu-style karate, isn't it? Seems like everyone's using that these days."''}}
** 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:
{{quote| ''"Bad guys sure like wearing skin-tight clothes, don't they? Not that I really pay attention."''}}
** His victory quote against Casshan references his ''[[Rival Schools]]'' backstory, where a dog bit him:
{{quote| ''"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 Kaijin No Soki can be a double reference to fellow [[Rival Schools]] characters [[Wooden Katanas Are Even Better|Hayato Nekketsu]] and [[Katanas Are Better|Hyo Imawano]]:
{{quote| ''"I've faced down opponents' swords before. Don't think you can scare me with your samurai act."''}}
* '''Casshan''''s winquotes against Zero and Roll are references to [[Crapsack World|his own series's ambience]]:
{{quote| ''"A world where humans and robots live in harmony? I find that hard to believe..."''<br />
''"Humans and robots...living together in peace? I'm not against it, but it's unlikely to happen."'' }}
* One of '''Doronjo''''s alternate color mimics [[Science Ninja Team Gatchaman|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<ref>gained through the Zombie Genocider achievement</ref> 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 [[Left 4 Dead 2|Nick.]]
** His winquote against Batsu references the amount of time between the first ''[[Rival Schools]]'' game and the first ''[[Dead Rising]]'' game:
{{quote| ''"Taiyo High School, huh? Didn't they have a lot of problems with fighting awhile ago? How are things now?"''}}
* '''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''.
* '''Roll''''s victory quote says that Alex is "more like [[Mega Man 3|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 [[Neon Genesis Evangelion|Rei Ayanami's outfit]].
* One of '''[[Tekkaman Blade]]''''s alternate colors give him [[Evil Twin|Tekkaman Evil's]] color scheme.
** His [[Spell My Name with an "S"|Blaster/Blastor]] [[Super Mode|Mode]] Voltekka Level 3 (should the initial shockwave connect) shows Blade's [[Transformation Trinket|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 [http://www.youtube.com/watch?v=aG2W05xJ76o 70's opening] ([[Ear Worm|prepare your ears!]]). It's also something of a [[Call Back]] to the [http://www.youtube.com/watch?v=AmE6sfwUcG0 opening] from the first ''[[Viewtiful Joe]]'':
{{quote| ''"If Casshan can't do it, who can?" Are you kidding me? That's an easy one! The answer is yours truly, 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 [[Street Fighter II|E. Honda]], including the headbutt, butt slam, and hundred handslap. He even says "Dosukoi!" when he headbutts or body slam the enemy.
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* Pay close attention and you'll notice that the weapons [[Darkstalkers|Hsien-Ko]] summons in her joint Multiple Assault with [[Dino Crisis|Regina]], [[Resident Evil Gun Survivor|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: {{spoiler|it's the very weapon used to seriously injure ''Dead Aim's'' [[Big Bad]]}}.
* Merchant [[Forgotten Worlds|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: [[Street Fighter III|Makoto]], [[Red Earth|Mai-Ling]], [[Original Generation|Lt. Linn Kurosawa]] from the [[Beat'Em Up]] ''[[Alien vs. Predator]]'', and [[Legendary Wings|Michelle Heart]].
* Both Unknown Soldiers from ''[[Forgotten Worlds]]'' are assisted by the side arms from [[Shoot'Em Up]] ''Side Arms: Hyper Dyne''.
* [[Final Fight|Guy]] and [[Captain Commando|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.
 
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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 [[Wrestler/Sting (wrestling)|Scorpion Death Lock.]]) An alternate finisher to the sequence is the [[Kinnikuman|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 [[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.
* 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 [http://img.photobucket.com/albums/v628/Phoku/IMG00368-20120306-1826.jpg this gem]...
{{quote| '''Dan''': [[King of Fighters|Are you OK!?]] [[Fatal Fury|Buster Wo]]-I mean, I'm doing freaking great!}}
* '''Bison''''s taunt is a reference to an infamous line from [[Street Fighter (film)|the first Street Fighter movie]].
{{quote| '''Bison''': [[But for Me It Was Tuesday|For me, it was a Tuesday]].}}
* Sometimes when tagging in, Ken will say [http://www.youtube.com/watch?v=v7cW2nMf1gk "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.
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** Also, for Tekken characters, the [http://www.youtube.com/watch?v=klZUVj3l_jc&feature=related Tekken 3] theme plays. For Street Fighter characters, the [http://www.youtube.com/watch?v=KErpd0jLI7o&feature=relmfu Street Fighter II] title theme plays. For mixed teams, a brief remix of the [http://www.youtube.com/watch?v=lmQczxR21UU&feature=relmfu main menu theme] plays.
* '''Rolento''''s taunt...
{{quote| '''Rolento''': [[An Aesop|Children]], [[G.I. Joe|knowing is half the battle]].}}
* Ibuki's win quote against Lili:
{{quote| '''Ibuki''': Forehead protectors?! I don't need one of those! [[Naruto|You've been watching too much anime]]...}}
 
 
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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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