History ShoutOut / CapcomVs

* '''Comicbook/USAgent''' is a palette-swap of ComicBook/CaptainAmerica. His win quotes, however, are completely different from Captain America's feel good quotes, and are aggressive, bragging quotes typical of US Agent from the comics.

* Some of the little messages you can get for getting a combo are [[VideoGame/StreetFighterAlpha GREAT]], [[VideoGame/DevilMayCry COOL]], [[Film/DudeWheresMyCar DUDE, SWEET]], [[VideoGame/DevilMayCry STYLISH]], [[ComicBook/FantasticFour FAN]][[VideoGame/DeadRising TASTIC]], [[ComicBook/TheMightyThor MIGHTY]], [[ComicBook/TheIncredibleHulk INCREDIBLE]], [[ComicBook/SpiderMan AMAZING]], [[Franchise/XMen UNCANNY]], [[VideoGame/ViewtifulJoe VIEWTIFUL]], [[ComicBook/{{Galactus}} GALACTIC]], and (whew!) UNSTOPPABLE. [[note]]Perhaps a nod to [[Franchise/XMen Juggernaut]]?[[/note]]

* Most characters walk backwards. '''Comicbook/{{Deadpool}}''' [[Music/MichaelJackson MOONWALKS!]]

** His teleporter hearkens back to ''Comicbook/{{Cable}} & Deadpool'', where the two were involved in several hijinks involving malfunctions that forced the two to merge upon traveling to another universe. During this, [[SayingSoundEffectsOutLoud Deadpool also shouts "BAMF!"]] This is the sound effect that accompanies the X-Man Nightcrawler whenever he teleports (much like "SNIKT!" for Wolverine's claws).

* '''Comicbook/DoctorDoom''' [[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 ''ComicBook/Marvel2099'' version and one based on his ''ComicBook/OldManLogan'' appearance. For ''Ultimate'', he loses his white/blue ''2099'' scheme and gets color schemes based on his look in ''[[ComicBook/{{FF}} Future Foundation]]'', ''Identity Wars'' and ''ComicBook/DarkReign: The Cabal''. His ''Ultimate'' pre-order DLC costume is his ''Doomwar'' appearance.

** Her ending sees her [[spoiler:start up a musical act based on her adventures in defeating Galactus with Comicbook/{{Dazzler}}. What's the name of the musical? [[Music/TedNugent Cat Scratch]] [[VideoGame/{{Darkstalkers}} Savior]]. [[DontExplainTheJoke As in "Vampire Savior."]] This also serves as a CallBack to her original goal to become a superstar singer in the first ''Darkstalkers''.]]

* '''Comicbook/GhostRider'''[='=]s alternative schemes are Ultimate Vengeance, Noble Kale, Danny Ketch, Phantom Rider, and his Fantastic Four costume from ''ComicBook/MiniMarvels''. His DLC alt is Comicbook/GhostRider2099.

* '''ComicBook/IronMan''' has the Silver Centurion armor, the original [[FanNickname Tin Can]] armor, and the (rarely-shown) Stealth Armor as his alternate color schemes. ''Ultimate'' [[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 ''VideoGame/MarvelSuperHeroesWarOfTheGems'' (which, incidentally, also looks uncannily like Iron Man LegacyCharacter Mainframe from ''ComicBook/MarvelComics2''. It also has the same color scheme of his Comicbook/MarvelNOW armor) and his Gold Mk-II Armor. His DLC costume is Norman Osborn's Iron Patriot suit. He has special intro dialogue while wearing it.

** He also has a scheme that gives him pale skin and {{red eyes|TakeWarning}} (which is how he was depicted in the cover of ''Super-Villain Team-Up''), a scheme that makes him [[DistaffCounterpart M.O.D.A.M.]] (makeup included), and a scheme based on his very first appearance. For ''Ultimate'', he [[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 ''ComicBook/WhatIf'' #37 and Comicbook/HowardTheDuck's M.O.D.O.T. (Designed for '''T'''alking). His ''Ultimate'' pre-order DLC costume is Elvis M.O.D.O.K. from ''ComicBook/{{Nextwave}}''.

** The Mango Sentinel color itself is a recursive (but possibly unintentional) nod to the ''VideoGame/XMen'' [[VideoGame/XMen arcade game]]. As seen as early as the second stage of the game are Sentinels that have the ''exact same'' color scheme (blue head and limbs, orange chest armor, gloves, and boots).

* '''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 [[VideoGame/DevilMayCry 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 [[Franchise/XMen Gambit]] (sort of) and [[VideoGame/StreetFighterII M. Bison]], plus his pre-order DLC costume is his original S.T.A.R.S. uniform from ''VideoGame/{{Resident Evil|1}}''.

* '''Comicbook/BlackPanther'''[='=]s Wave 1 DLC costume is called "Divine Armor", and is based off of the Thrice-Blessed Armor from his 2005 series.

* Strangely enough, one of '''Nemesis'''[='=] victory quotes is him quoting ''Creator/StanLee'', by saying "[[GutturalGrowler Urrrghselllghriorrr...]]"[[note]]That is, "Excelsior".[[/note]]

--> "''[[Characters/HawkeyeKateBishop Kate Bishop]]'s a good Hawkeye, but there's no substitute for the original.''"

** 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 CombinationAttack with [[EvilTwin Vergil]] in the third to defeat Arkham, both which involved attacks of similar caliber being fired from [[CoolGuns Ebony & Ivory]]. This could also double as a nod to Dante's ability to charge up his own bullets with his demonic energy.

** Many others are also shout outs or mythology gags; The "Ultimate Nullifier", after a famous weapon from Marvel comics, "Excelsior!" is Creator/StanLee's CatchPhrase, "School for the Gifted" refers to the Xavier Academy, "Whose Side Are You On?" is the tagline to ''ComicBook/CivilWar''...

** Upon defeating Iron Man, he states, "And that was for ComicBook/CivilWar."

** On beating Captain America, he says "It's like ComicBook/CivilWar all over again."

--> "''ComicBook/KateBishop's a good Hawkeye, but there's no substitute for the original.''"

* '''Chun-Li''' has alternate color schemes based on alternate colors from each of the main ''Street Fighter'' subseries: the [[VideoGame/StreetFighterII original 2P Red]], [[VideoGame/StreetFighter Start+HK Black]] (with the developer's blog showing [[VideoGame/StreetFighterIV Color 10]]), and [[VideoGame/StreetFighterIII 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. (which originated in ''Super Turbo'' as her Start palette) and [[VideoGame/MarvelVsCapcomClashOfSuperHeroes Shadow Lady]]. Her ''Ultimate'' pre-order DLC costume is her [[VideoGame/StreetFighterAlpha tracksuit]].

A reggae guy ([[VideoGame/StreetFighter Dee Jay]]) would be the best... Boogie!\\

* Anita, the CreepyChild who follows Donovan from ''VideoGame/{{Darkstalkers}}'', appears as a SecretCharacter in the Japanese version of the [=PlayStation=] port. Fittingly enough, most of her moves are references to Donovan's fighting style, and she even uses his sword Dhylec. Some of her moves also include {{cameo}} appearances by [[VideoGame/StreetFighterII Akuma]] and Mei-Ling, Hsien-Ko's sister from ''Darkstalkers' Revenge''.

* There are several character [[TheCameo cameos]] seen in the background of the stages:

** Her Wave 1 DLC costume is the famous [[BareYourMidriff midriff-baring]] Kirin armor from her home series.

* '''Ghost Rider'''[='=]s Wave 1 DLC costume is based on an EnvironmentSpecificActionFigure [[https://c2.staticflickr.com/4/3225/2971818632_a50290662a.jpg produced]] for the toyline of [[Film/GhostRider the first Nicolas Cage movie]].

* '''Comicbook/DoctorStrange'''[='=]s line after defeating a female character:

** His exchange with Morrigan remarking on how [[YouRemindMeOfX she reminds him of]] Morgan Le Fay (she of [[Myth/KingArthur Arthurian legend]]) is likely a two-fold example. Aside of several shared elements between both women regarding backstory, personality, and abilities [[note]]In Marvel canon, Morgan Le Fay, the daughter of the Duke of Tintagil, is half-faerie, the faeries being a magical race hailing from Otherworld who set foot on Earth via Britain and Ireland. Morgan, ever {{the Vamp}}, [[ReallyGetsAround held court with various lovers]], many of whom she seduced for political gain (including King Uriens of Gorre, whom she married to become queen). True to form, she was trained as a powerful sorceress and was also noted to be a worshiper of Celtic goddesses. Morrigan, on the other hand, was born in Scotland, adopted by one of Makai's Three High Nobles, and groomed to be the land's next queen; while the sole gateway between the Human World and Makai is a portal located roughly in the middle of Makai known as The Gate, [[DimensionalTraveler Morrigan is notably the only Darkstalker able to freely bypass this restriction and travel to Earth]]. As a [[SuccubiAndIncubi succubus]], it goes without saying that Morrigan was [[SexGoddess no stranger to bedtime pleasures]]. Morrigan's immense powers are said to be magical in nature, and she is both named after and heavily reminiscent of [[http://en.wikipedia.org/wiki/The_Morr%C3%ADgan a Celtic/Irish deity.]][[/note]], the ''Darkstalkers'' [[WesternAnimation/{{Darkstalkers}} cartoon]] had Morrigan [[FamousAncestor descended from]] Morgan Le Fay herself.

** His schemes are based on different colorations from past comic appearances. For ''Ultimate'', he gets different color schemes based off the ''New ComicBook/{{Exiles}}'' Black Baron Dormammu, and Comicbook/{{Nextwave}}'s Dread Rorkannu. His DLC costume is his classic appearance.

* '''Comicbook/{{Galactus}}''' employs four of the game's villains -- Akuma, Doom, Dormammu, and Wesker -- as his [[ComicBook/SilverSurfer 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 -- [[SequentialBoss with no break between the fights]].

* '''Comicbook/{{Hawkeye}}'''[='=]s alternative schemes are his ''Tales of Suspense'' attire, Evil Hawkeye from ''War of the Gems'', ''ComicBook/HeroesReborn'' attire, ''Ultimate'' Hawkeye, and the space suit seen in ''[[WesternAnimation/TheAvengersEarthsMightiestHeroes Earth's Mightiest Heroes]]''. His DLC costume is his Ronin costume from ''Comicbook/NewAvengers''.

** His Level 3 Hyper, in which Comicbook/AntMan rides one of his arrows before turning into Giant-Man, was inspired by a classic ''Avengers'' [[http://goodcomics.comicbookresources.com/wp-content/uploads/2010/05/hawkeyegreatest5.jpg cover.]]

** His ending has him form and lead the New Comicbook/WestCoastAvengers, consisting of several Marvel and Capcom characters like [[VideoGame/StarGladiator June]], [[VideoGame/BreathOfFireIII Rei]], [[VideoGame/RedEarth Leo]] [[VideoGame/{{Cyberbots}} Jin Saotome]], War Machine, [[VideoGame/{{Darkstalkers}} Rikuo]], Tigra, Mockingbird, ComicBook/MoonKnight and Wonder Man.

* '''Comicbook/IronFist''' has alternate color schemes based on his current White and Gold look, his evil doppelganger, New Exiles' Power Fist and two based on his enemy the Steel Serpent! His DLC costume is his ComicBook/{{Ultimate|Marvel}} look.

** In a win quote, he refers to his friend Comicbook/LukeCage:

* '''Comicbook/IronMan''' has the Silver Centurion armor, the original [[FanNickname Tin Can]] armor, and the (rarely-shown) Stealth Armor as his alternate color schemes. ''Ultimate'' [[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 ''VideoGame/MarvelSuperHeroesWarOfTheGems'' (which, incidentally, also looks uncannily like Iron Man LegacyCharacter Mainframe from ''ComicBook/MarvelComics2''. It also has the same color scheme of his Comicbook/MarvelNOW armor) and his Gold Mk-II Armor. His DLC costume is Norman Osborn's Iron Patriot suit. He has special intro dialogue while wearing it.

* '''Comicbook/{{Magneto}}''' has the ''[=MvC2=]'' color palette for MAG-FUCKIN'-NETO [[AscendedMeme that was seen in the]] '''''MAHVEL, BAYBEE!''''' video, a variant of his ''ComicBook/{{Ultimate|Marvel}}'' appearance, and a variant of his ''Mutant X'' appearance (which is a massive CallBack into comic history--Marvel hasn't so much as shown the ''Mutant X'' '''universe''' in nearly a decade). ''Ultimate'' [[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 ''ComicBook/HouseOfM'' look.

* '''Comicbook/{{MODOK}}''''s moveset is pretty much equivalent to Cable's moveset minus the Psimitar.

* '''Comicbook/{{Nova}}''' screams "[[Film/TheShining Here's Richie!]]" when being called out.

** After defeating Captain America, Nova will reference the Comicbook/SecretAvengers, which he was briefly in the original line-up of.
* '''[[Comicbook/JeanGrey Phoenix]]''' has a mix of Comicbook/{{Psylocke}} and Rogue's movesets (sans the PowerCopying).

** She has a color scheme based on how she was drawn by Creator/JimLee, a scheme based on her appearance in the ''Classic X-Men'' back-up story after Phoenix sacrificed itself (the outfit she wears as White Crown of the Phoenix), and a scheme based on Creator/GrantMorrison's ''New X-Men'' costumes. For ''Ultimate'', she gets [[http://fans.marvel.com/marvel_interactive/blog/2011/08/25/umvc3:_the_ultimate_in_super_hero_fashion_%28today:_phoenix!%29 schemes]] based off her ''Age of Apocalypse'' and 80's ''Comicbook/XFactor'' 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.

* In the end of his Level 3 Hyper, '''Comicbook/RocketRaccoon''' says [[Film/ApocalypseNow "I love the smell of Napalm in the morning."]] Said Hyper is named Rocky Raccoon, after the [[Music/TheBeatles Beatles]] [[Music/TheWhiteAlbum song]] that inspired the character's creation.

** Spidey's alternate color schemes are the ''Big Time'' costume ([[EarlyBirdCameo 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 [[ComicBook/{{FF}} Future Foundation]] costume and the ''Spider-Armor''. His DLC costume is Ben Reilly, the Comicbook/ScarletSpider.
** His win quote against Felicia mentions Comicbook/BlackCat, who is also named Felicia and has a cat motif.

** 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 ''Comicbook/OneMoreDay''.

** In a pre-battle quote before fighting Nova, he vows to see him "annihilated" -- a reference to, duh, the ''Comicbook/{{Annihilation}}'' event. He also refers to the 2 of them teaming up during ''Secret Invasion''.

* '''Comicbook/{{Taskmaster}}''' references Avengers members Hawkeye and Comicbook/{{Black Knight|Marvel Comics}} when he emulates their moves.

* '''[[Comicbook/TheMightyThor Thor]]''' has alternate color schemes based on [[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 schemes based off his armor (from ''Thor #378''), ''Heroes Reborn'', ''Ultimate'' Thor and his space suit from ''[[WesternAnimation/TheAvengersEarthsMightiestHeroes Earth's Mightiest Heroes]]''.

** Before battling any one of the Avengers (Cap, Iron Man, Hulk, Hawkeye, and [[MirrorMatch himself]]), he'll refer to Comicbook/{{Loki}}:

** When facing with Frank West, he'll mutter that he "and guys [[Comicbook/ThePunisher named Frank]]" don't get along so well.

** Another of his quotes is taken directly from the ''Comicbook/SecretInvasion'' tie-in to his series:

* '''Rocket Raccoon''' quips when using his Level 3 Hyper Combo attack with Groot: "[[Film/GuardiansOfTheGalaxy Ain't nothing like me, 'cept me!]]"

* '''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 ''VideoGame/StreetFighterII'', which was also done in Comicbook/{{Thanos}}'s ending in ''VideoGame/MarvelSuperHeroes'']].

* '''ComicBook/BlackWidow''' having a projectile that pulls her opponent in closer upon contact is a nod to her [[NamesTheSame namesake]] from ''VideoGame/SaturdayNightSlamMasters''.

** His exchange with Morrigan remarking on how [[YouRemindMeOfX she reminds him of]] Morgan Le Fay (she of [[Myth/KingArthur Arthurian legend]]) is likely a two-fold example. Aside of several shared elements between both women regarding backstory, personality, and abilities [[note]]In Marvel canon, Morgan Le Fay, the daughter of the Duke of Tintagil, is half-faerie, the faeries being a magical race hailing from Otherworld who set foot on Earth via Britain and Ireland. Morgan, ever {{the Vamp}}, [[ReallyGetsAround held court with various lovers]], many of whom she seduced for political gain (including King Uriens of Gorre, whom she married to become queen). True to form, she was trained as a powerful sorceress and was also noted to be a worshiper of Celtic goddesses. Morrigan, on the other hand, was born in Scotland, adopted by one of Makai's Three High Nobles, and groomed to be the land's next queen; while the sole gateway between the Human World and Makai is a portal located roughly in the middle of Makai known as The Gate, [[DimensionalTraveler Morrigan is notably the only Darkstalker able to freely bypass this restriction and travel to Earth]]. As a [[HornyDevils succubus]], it goes without saying that Morrigan was no stranger to bedtime pleasures. Morrigan's immense powers are said to be magical in nature, and she is both named after and heavily reminiscent of [[http://en.wikipedia.org/wiki/The_Morr%C3%ADgan a Celtic/Irish deity.]][[/note]], the ''Darkstalkers'' [[WesternAnimation/{{Darkstalkers}} cartoon]] had Morrigan [[FamousAncestor descended from]] Morgan Le Fay herself.

** His well known ground punching pose was first seen on the cover of ''[[http://images.wikia.com/marveldatabase/images/e/ee/Iron_Man_Vol_3_76.jpg Iron Man Vol. 3 #76.]]'' He does it during his battle intro and after he performs the Iron Avenger, his Level 3 Hyper Combo. It's also his pose [[http://images.wikia.com/marvelvscapcom/images/e/ef/Aa6a2fe0b5c07d5708c8bb2a9f832c09.png on the Victory screen.]]

--> '''Viper''' (''pre-battle''): "I found M.O.D.O.K., the leader of A.I.M....Understood."
--> '''Viper''' (''victory pose''): "Haven't had dealings with A.I.M. for a long time."

** Likely, her (missing in the final version) quip against Dante ("Well now, aren't you a handsome devil") may be one to Nevan from ''VideoGame/DevilMayCry3DantesAwakening'', another succubus who described him in much the same way.

** While Zero's Z-Buster in this game ''[=MvC3=]'' and ''Tatsunoko vs. Capcom'' has the player hold down a button to charge it while being able to do anything else, channeling the implementation of Mega Man's charged Mega Buster in his ''Marvel vs. Capcom'' appearances, X's X-Buster here is instead a special move that forces him to stand still while charging, channeling the implementation of Mega Man's charged Mega Buster in his previous overall fighting game appearance, ''VideoGame/SuperSmashBros4''.

* '''Trish''' has an alternate color scheme that gives her [[DarkSkinnedBlond a darker skin tone]], white hair, and 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 [[VideoGame/StreetFighterAlpha R. Mika]]), and a scheme based on [[RuleSixtyThree Dante's default outfit]]. For ''Ultimate'', she loses the white scheme for a Vergil alt. and gets the "Frightful Four" orange (to go with Dante's) and a pink suit/black hair one which WordOfGod says gives off a [[VideoGame/StarGladiator June Lin Milliam]] vibe. Her DLC costume is [[spoiler:Gloria]].

* '''ComicBook/{{Storm}}''' has a white and gold-trimmed scheme (meant to reference her outfit from the 90s, used in both the [[WesternAnimation/XMen 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).

** Richard Grieco was chosen to voice Ghost Rider, because he previously voiced him in ''WesternAnimation/FantasticFour'' (1994) and ''WesternAnimation/TheIncredibleHulk1996''. Fifteen years later, this is the only legacy carry over [[RoleReprise reprise]] in the game.

* Some of the little messages you can get for getting a combo are [[VideoGame/StreetFighterAlpha GREAT]], [[VideoGame/DevilMayCry COOL]], [[Film/DudeWheresMyCar DUDE, SWEET]], [[VideoGame/DevilMayCry STYLISH]], [[ComicBook/FantasticFour FAN]][[VideoGame/DeadRising TASTIC]], [[ComicBook/TheMightyThor MIGHTY]], [[ComicBook/IncredibleHulk INCREDIBLE]], [[ComicBook/SpiderMan AMAZING]], [[Franchise/XMen UNCANNY]], [[VideoGame/ViewtifulJoe VIEWTIFUL]], [[ComicBook/{{Galactus}} GALACTIC]], and (whew!) UNSTOPPABLE. [[note]]Perhaps a nod to [[Franchise/XMen Juggernaut]]?[[/note]]

* 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. [[VideoGame/{{Darkstalkers}} Sasquatch]] has been spotted on cards so far, as well as ComicBook/{{Daken}}, [[ComicBook/{{Venom}} Anti-Venom]], ComicBook/RedSkull, ComicBook/TheWasp, [[ComicBook/IncredibleHulk Abomination]], VideoGame/MegaManX, and [[Franchise/AceAttorney 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.]]

** She has an alternate color scheme that makes her Lyra (the ''other'' She-Hulk) from the Frightful Four, a scheme that makes her [[ComicBook/BettyRoss Red She-Hulk]], and a scheme based on her ''Ultimate'' appearance (Red and Ultimate She-Hulk are both different versions of Betty Ross, the former in Earth-616, the mainstream Marvel universe). For ''Ultimate'', she gets a color scheme based off Lyra to replace the dropped "Frightful Four" Lyra color, and gets others based off her ''Fantastic Four'' uniform and Gray She-Hulk. Her DLC costume Is her lawyer clothes.

* '''Shuma-Gorath''' [[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.

** '''Ken''' turns into a {{Kitsune}}, while '''Violent Ken''' turns into a [[TheGrimReaper Grim Reaper]].

Given the amount of [[LoadsAndLoadsOfCharacters characters]] and references in [[VideoGame/CapcomVs this series]] as its main appeal, this is the place for all the CaptainErsatz, {{Continuity Nod}}s, {{Exp|y}}ies, {{Mythology Gag}}s, "NoCelebritiesWereHarmed" and [[ShoutOut Shout-Outs]].

* One of '''[[Comicbook/TheIncredibleHulk Hulk]]'''[='=]s win quotes is a nod to the iconic CatchPhrase from his old [[Series/TheIncredibleHulk1977 TV show]]:

* '''Comicbook/USAgent''' is a palette-swap of Comicbook/CaptainAmerica. His win quotes, however, are completely different from Captain America's feel good quotes, and are aggressive, bragging quotes typical of US Agent from the comics.

* The palette-swap secret versions of Marvel characters are references to other Marvel characters, whose names were off-limits to this game. Orange Hulk is a reference to ComicBook/TheThing, Red Venom, with his speed and long combos, is this game's version of ComicBook/{{Carnage}}, while Gold Comicbook/WarMachine is a take on Iron Man's Golden Avenger costume.

* In the ending cutscene, after you defeat Abyss, [[spoiler:you can see Comicbook/{{Cyclops}} and Ryu shaking hands. This can be seen as a CallBack to the title screen of ''VideoGame/XMenVsStreetFighter'', where both of them are shaking hands behind the game's logo]].

* '''Arthur'''[='=]s victory pose animation is now accompanied by a remix of the victory fanfare from the first ''[[Videogame/GhostsnGoblins Ghosts 'n Goblins]]'' game. It originally played after defeating a boss, causing a key to appear.

* '''Comicbook/BlackWidow''' having a projectile that pulls her opponent in closer upon contact is a nod to her [[NamesTheSame namesake]] from ''VideoGame/SaturdayNightSlamMasters''.

* '''[[Comicbook/MsMarvel Captain Marvel]]''':
** One of her alternate color schemes for her default costume is that of the original Comicbook/{{Captain Marvel|MarvelComics}}.

** His Wave 1 DLC costume is his unlockable outfit from the original [=PS1=] release of ''Videogame/ResidentEvil1''.

* '''Doctor Strange'''[='=]s Wave 1 DLC costume is his Illuminati outfit from ''Comicbook/NewAvengers''.

* '''Comicbook/{{Gamora}}'''[='=]s Wave 1 DLC costume is a slightly less {{Stripperific}} version of her ''Comicbook/{{Annihilation}}''-era outfit.

* '''Hawkeye'''[='=]s Wave 1 DLC costume is {{ComicBook/Ultimate|Marvel}} Hawkeye's costume from ''Comicbook/TheUltimates 3''.
* '''Hulk'''[='s=] Wave 1 DLC costume is his Joe Fixit identity, while his "Gladiator Hulk" Wave 2 DLC costume is based on his look from ''Comicbook/PlanetHulk''.

** His default costume is influenced by his Mark 43 armor from ''Film/AvengersAgeOfUltron''. One of its alternate color schemes is a nod to his black and gold Comicbook/MarvelNOW armor.

** While Zero's Z-Buster in this game ''[=MvC3=]'' and ''Tatsunoko vs. Capcom'' has the player hold down a button to charge it while being able to do anything else, channeling the implementation of Mega Man's charged Mega Buster in his ''Marvel vs. Capcom'' appearances, X's X-Buster here is instead a special move that forces him to stand still while charging, channeling the implementation of Mega Man's charged Mega Buster in his previous overall fighting game appearance, ''VideoGame/SuperSmashBros 4''.

* '''Spider-Man'''[='=]s Level 3 Hyper Combo has him dodge [[Comicbook/NormanOsborn Green Goblin]]'s pumpkin bombs in slow motion, homaging a similar scene from the original Creator/SamRaimi ''Film/SpiderMan1'' movie.
** His Wave 1 DLC costume is the Comicbook/SuperiorSpiderMan suit. The alternate color schemes for that suit are based on ComicBook/SpiderGwen, Superior Venom and the Iron Spider suit.

-->"Introducing the [[ComicBook/WebWarriors Web]] [[WesternAnimation/UltimateSpiderMan Warriors!]] Eh... still gotta work on that name."

* One of '''Comicbook/{{Thanos}}'''[='=] pre-battle quotes is "[[Film/AvengersAgeOfUltron Fine, I'll do it myself.]]"

** In one of his intro quotes, Venom brags that he would make a far better Avenger than Spider-Man ever did. Venom was indeed a member of the Comicbook/SecretAvengers for a time, though it was Flash Thompson in the suit at the time rather than Eddie Brock.

* The way the symbiote-infused '''B.O.W.s''' wear military gear and wield firearms is a nod to Agent Venom, while their overall appearance recalls Comicbook/{{Carnage}} and Deadpool.

* The New Metro City stage has a statue of [[VideoGame/FinalFight Damnd]] in the background, as well as billboards showing Comicbook/IronFist and J. Jonah Jameson. It also features cameos of two ''Final Fight'' thugs (J and Two.P) alongside several S.H.I.E.L.D. agents in the background.

** When starting a round, one of his random quotes is "[[Literature/LiveandLetDie Live and]] [[Film/LiveandLetDie Let Die!]]"

* In one of his win poses, '''Sagat''' says, "Try again, kid." This references the [[https://www.youtube.com/watch?v=XFuERJn3-Xk "Try again, kiddo!"]] quote given by every opponent in the original ''[[VideoGame/StreetFighterI Street Fighter]]'' should you lose a match.

** After beating Iron Man, she refers to the events of the 80s ''ComicBook/ContestOfChampions'', where she lost her match-up against him.

** It's also a reference to the Mitsubishi [=A6M=] Zero [[CoolPlane fighter]] during UsefulNotes/WorldWarII, a war Cap fought in before [[HumanPopsicle he was frozen]]. Initially, it was a threat when it was introduced, but [[{{Understatement}} it didn't fare well later on]]. For more info about the [=A6M=] Zero, click '''[[RealLife/CoolPlane here]]'''.

** Likely, her (missing in the final version) quip against Dante ("Well now, aren't you a handsome devil") may be one to Nevan from the third ''VideoGame/DevilMayCry'', another succubus who described him in much the same way.

** His alts. are based off of [[VideoGame/DevilMayCry Nero]], [[VideoGame/RivalSchools Kyosuke Kagami]], "Vante" (the red-colored NPC version of Vergil he fought in ''[=DMC3=] Special Edition''), and [[VideoGame/{{Darkstalkers}} Demitri]]. His DLC costume is based on his Corrupted form with the Sparda Devil Trigger from Dante's DLC, with WordOfGod 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 [[BrainwashedAndCrazy Nelo Angelo]] instead.

* '''Dante'''[='=]s Wave 1 DLC costume is his ''[[VideoGame/DmCDevilMayCry DmC: Devil May Cry]]'' counterpart. Its Devil Trigger appearance is changed accordingly to reflect its source material: where regular Dante's Devil Trigger is a total demonic transformation, ''[=DmC=]'' Dante[='=]s Devil Trigger simply changes his hair and clothes colors.

** In addition to his [[ThemeDeck standard 3-hit combo]] and his [[ArmCannon Z-Buster]], most of Zero's moves are taken from the special abilities he learned from Mavericks since his playable inclusion in ''X4'': Kuuenzan, Ryuenjin, Hienkyaku, and Shippuuga from ''X4'', Dark Hold and Sougenmu from ''X5'', Sentsuizan and Rekkoha from ''X6'', and Hadangeki from ''X7''.

** One of her alternate color schemes for her default costume is that of the original Comicbook/CaptainMarVell.

** In a pre-battle quote before fighting Nova, he vows to see him "annihilated" -- a reference to, duh, the ''Annihilation'' event. He also refers to the 2 of them teaming up during ''Secret Invasion''.

* '''Comicbook/{{Taskmaster}}''' references Avengers members Hawkeye and Black Knight when he emulates their moves.

** 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? [[Music/TedNugent Cat Scratch]] [[VideoGame/{{Darkstalkers}} Savior]]. [[DontExplainTheJoke As in "Vampire Savior."]] This also serves as a CallBack to her original goal to become a superstar singer in the first ''Darkstalkers''.]]