Ultimate Marvel vs. Capcom 3 is the definitive edition of the third entry in the popular crossover fighting game franchise. The game was the first to shift to 3D models from the classic 2D sprites used in most of Capcom's fighting games of the era but maintained the 3v3 gameplay from the previous installment. Players can choose from some of their favorite Capcom and Marvel heroes and utilize new mechanics such as X-Factor, which allows players to stage a comeback no matter how dire the situation.