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1Given the amount of 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]].
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3
4[[foldercontrol]]
5
6[[folder:''Marvel Super Heroes'']]
7* 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 CrossoverCameo appearances by [[VideoGame/StreetFighterII Akuma]] and Mei-Ling, Hsien-Ko's sister from ''Darkstalkers' Revenge''.
8[[/folder]]
9
10[[folder:''X-Men vs. Street Fighter'']]
11* In one stage (Death Valley), you can spot Blanka in the background. But when you play as Charlie on that stage, Blanka is replaced by Beast. Considering that the game was released before ''Street Fighter Alpha 3'', [[Film/StreetFighter there are only two explicit reasons for]] [[WesternAnimation/StreetFighter why Blanka would be absent whenever Charlie is present]].
12** Another one to the first movie and the series can be seen in the AttractMode, 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 [[DirtyCommunists evil]].
13* One of ComicBook/{{Wolverine}}'s win quotes is his CatchPhrase:
14--> ''"I'm the best there is at what I do."''
15* One of Ryu's win quotes references ''VideoGame/StreetFighterII'''s subtitle:
16--> ''"You need to learn the way of [[TitleDrop the World Warrior]]."''
17** Another win quote of his references [[UrbanLegendOfZelda the infamous Sheng Long rumor from EGM]] (and by proxy, his actual win quote from ''II'').
18--> ''"You must defeat my Aerial Rave to stand a chance."''
19* In both this game and ''[=MSHvSF=]'', pairing up Ryu and Ken together allows them to perform a [[CombinationAttack Double Shinku Hadoken]]. This is a likely homage to the finale of ''Anime/StreetFighterIITheAnimatedMovie'', where the two [[CombinedEnergyAttack combined their Hadokens]] as a FinishingMove to defeat Bison. (In ''The Animated Movie'', specials were used sparingly to up the dramatic tension of the fights, up-scaling their power to that of last-ditch effort attacks/finishers, which in turn hearkens back to how powerful Ryu's Hadoken, Shoryuken, and Tatsumaki Senpukyaku were in [[VideoGame/StreetFighterI the original game]].)
20[[/folder]]
21
22[[folder:''Marvel Super Heroes vs. Street Fighter'']]
23* In '''Dan'''[='=]s ending, he is threatening to kill a defeated Akuma when a brunette-ponytailed girl shows up and tells him to stop, revealing that Akuma is their... cut to "END." This references the ending of ''VideoGame/ArtOfFighting'', in which Yuri shows up to tell Ryo or Robert that Mr. Karate is really Takuma Sakazaki, their master and Ryo and Yuri's [[LukeIAmYourFather father]]. Dan was originally designed as a parody of that game's main characters. For bonus points, [[VideoGame/StreetFighterV years later]], [[CanonImmigrant Dan's sister's]] name would eventually revealed to be Yuriko, pushing the ''Art of Fighting'' parody even further.
24** His Premium Sign attack (which gives a super flash if the last opponent is knocked out using it) can be seen as a reference to [[VideoGame/MortalKombatII Johnny Cage's Friendship]].
25* One of '''[[ComicBook/TheIncredibleHulk Hulk]]'''[='=]s win quotes is a nod to the iconic CatchPhrase from his old [[Series/TheIncredibleHulk1977 TV show]]:
26-->'''Hulk:''' ''"Don't make me angry! [[YouWouldntLikeMeWhenImAngry You wouldn't like me]][[CatchphraseInterruptus ...]]"''
27** And in his ending, he appeared talking with [[VideoGame/StreetFighterII Blanka]], who said to him he's looking for his mother (a nod to Blanka's ''SFII'' ending).
28* '''Omega Red'''[='=]s ending features a reference to [[Manga/JoJosBizarreAdventure Dio Brando's]] [[Memes/JoJosBizarreAdventure infamous]] [[ButForMeItWasTuesday "Do you remember how many breads have you eaten in your life?"]] line from ''[[Manga/JoJosBizarreAdventurePhantomBlood Phantom Blood]]'' after [[spoiler:killing Ryu]]. Coincidentally, Creator/{{Capcom}} would go on to develop [[VideoGame/JoJosBizarreAdventureHeritageForTheFuture a video game adaptation]] of ''JJBA'' the following year (albeit one based on [[Manga/JoJosBizarreAdventureStardustCrusaders Part 3]]).
29-->'''[[spoiler:Ken]]:''' ''"How many lives have you ended?"''
30-->'''Omega Red:''' ''"Do you count the number of breaths you've taken?"''
31* '''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.
32* There are several [[CrossoverCameo character cameos]] seen in the background of the stages:
33** '''Mall Mayhem:''' This stage has several cameos. First, there's Cody and Jessica from ''VideoGame/FinalFight'' watching the battle from the background, with the former beckoning the fighters to fight him. There's also a guy in a [[VideoGame/MegaManClassic Mega Man]] mascot costume, as well as a banner about his (at the time) 10th anniversary in the upper right part of the stage. Below that, there are 2 banners featuring ComicBook/SpiderMan2099 and {{ComicBook/Deadpool}}. Several pennant flags span across the stage, featuring characters such as Arthur from the ''VideoGame/GhostsNGoblins'' series, ComicBook/GhostRider, and ComicBook/{{Venom}}. Lastly, there is a banner for VideoGame/CaptainCommando in the center of the stage and above that (to the left), Birdie from ''VideoGame/{{Street Fighter|I}}'' can be seen.
34** '''Dead or Live: The Show:''' When ComicBook/SpiderMan (normal ''or'' armored) isn't one of the characters taking part in the battle, you'll see a guy at the far right of the stage taking pictures of the mayhem. That's Peter Parker. If you get close to him, his Spider-Sense will go off and he'll take a battle pose. Now, if Spider-Man ''does'' take part in the battle, J. Jonah Jameson AKA J.J. and Robbie Robertson will be in the background. Robbie is seen holding J.J. back as the latter is ranting, most likely complaining about how that "menace" Spider-Man is causing all this commotion.
35** '''Death Valley:''' Beast and Blanka can be seen roasting pieces of meat over a campfire. Blanka will not appear if Shadow Charlie is in the stage. (See the ''X-Men vs. Street Fighter'' example above).
36** '''Code Red:''' There are no character cameos, but the battle takes place on top of the X-Men's Blackbird.
37** '''Showdown in the Park:''' Charlie, ComicBook/{{Gambit}}, ComicBook/{{Rogue}}, and [[VideoGame/StreetFighterAlpha Rose]] (the first three being playable characters in ''[=XvSF=]'') can be seen in the background.
38* '''Dhalsim'''[='=]s alternate palette is a reference to [[VideoGame/StreetFighterIII Necro]].
39* '''Norimaro''' cosplays as Mega Man in his Ultra Variety Private Memories Hyper Combo.
40[[/folder]]
41
42[[folder:''Marvel vs. Capcom: Clash of Super Heroes'']]
43* '''VideoGame/CaptainCommando''' and '''VideoGame/{{Strider}} Hiryu'''[='=]s endings are almost straight copies of the endings from their respective games.
44** The pose struck by the Commando Team after the ''Captain Storm'' Hyper is identical to the main illustration used for the ''Captain Commando'' arcade game's promotional brochure.
45** One of Commando's win quotes mentions ''Vulgus'', Creator/{{Capcom}}'s first game (he even states as much).
46** All of Commando's Special Moves are inspired by his Specials from his game, even sharing the same name with one exception (''Captain Cannon'' was renamed ''Captain Fire'').
47** 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''.
48** 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!
49* '''VideoGame/{{Mega Man|Classic}}''''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 ''VideoGame/MegaMan3''. Mega Man adopting Onslaught's color scheme, and the caption "You Got -- Magnetic Shockwave" while Mega Man performs the aforementioned move (which originated as one of one of Magneto's Supers in ''VideoGame/XMenChildrenOfTheAtom'')]]. In the otherwise restricted (tag matches only being available when both teams have the same characters) [=PlayStation=] version of the game, beating the game as him actually unlocks a version of Mega Man who can actually use the attack as a Hyper Move.
50** '''Mega Man''' and '''Roll'''[='=]s respective "Hyper (character)" moves have them turning into [[Anime/MazingerZ Mazinger Z and Aphrodite A]].
51** Mega Man's Rush Drill is likely a reference to a [[WhatCouldHaveBeen Rush form considered for]] ''Mega Man 3'', but eventually replaced by Rush Marine.
52** Much like Hiryu, Mega Man and Roll reference their death animations in their respective series.
53* '''Morrigan''''s ending has [[spoiler:her and Ryu playing ''Super Puzzle Fighter II Turbo''[[note]]a SuperDeformed ''Franchise/StreetFighter''-related game whose title [[LampshadeHanging pokes fun at]] the [[CapcomSequelStagnation various pseudo-sequels]] of ''VideoGame/StreetFighterII''; it also featured characters from ''VideoGame/{{Darkstalkers}}'' and ''VideoGame/{{Cyberbots}}'', Morrigan included[[/note]].]]
54* '''Hulk'''[='=]s ending [[spoiler:with Captain America's HeroicSacrifice]] is a nod to the end of the ''ComicBook/{{Onslaught}}'' saga in the comics.
55* When '''Onslaught''' morphs into his final form, he says "And now... Behold my mighty hand!" a direct quote from the original ''Onslaught'' saga in the comics.
56* Hitting '''[[AssistCharacter Arthur]]''' when he's summoned makes his armor fall off, and he stumbles off-screen in his underwear, just like in [[VideoGame/GhostsNGoblins his source series]].
57* The alt. color of '''[[AssistCharacter Unknown Soldier 1P]]''' (red outfit with dark skin) is a reference to the Player 2 character in [[VideoGame/ForgottenWorlds his original game]].
58* 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.
59* Even the palette-swaps of the regular versions have a few surprises. Hulk's alternate color is grey, a reference to the Grey Hulk character. War Machine's alternate colors are shades of light blue, a reference to Iron Man's arctic armor.
60[[/folder]]
61
62[[folder:''Marvel vs. Capcom 2: New Age of Heroes'']]
63* 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]].
64* '''[[VideoGame/StarGladiator 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).
65** Three characters make cameo appearances in his win poses (June, Saturn, and Ele), all in poses seen in ''Star Gladiator'' and ''Plasma Sword'' artwork.
66** [[SuperpoweredEvilSide Black Hayato]] appears for a second at the end of his hidden Level 3 Hyper Combo.
67* '''[[VideoGame/MegaManLegends Servbot]]''' starts releasing smoke when low on health, which similarly happens in ''Legends'' after they are attacked enough.
68** Upon defeat, Servbot blows up and leaves behind Refractor Shards, the game's GlobalCurrency.
69* '''[[Franchise/ResidentEvil Jill]]''' gets to use several weapons from [[VideoGame/ResidentEvil1 her source game]], including her combat knife, handgun, grenade launcher, and even the endgame rocket launcher. The rocket launcher itself can be used as a follow-up to her CODE: T-002 Hyper Combo, referencing how the Tyrant met its end in ''[=RE1=]''. (Fittingly, the Hyper is named "End of Tyrant".)
70** 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.
71** One of her Assists references the game's HealingPotion, the Herbs. It even brings up the ECG display used in the ''Resident Evil'' series to indicate the player's health status.
72* '''[[OriginalGeneration Ruby Heart]]'''[='s=] Schwarzaile and its Hyper variant, Flammeile, are borrowed from [[VideoGame/{{Darkstalkers}} Jon Talbain's Beast Cannon]]. Both characters fling themselves at the foe while coated in energy ([[PlayingWithFire fire]] in Ruby's case) and can change their trajectory mid-attack a limited number of times while doing so. Coincidentally, WordOfGod states Ruby Heart began life as a rejected concept character for the ''Darkstalkers'' series.
73* Several objects and techniques used by '''[[OriginalGeneration SonSon]]''' are references to her grandfather's origin game, ''[=SonSon=]''. [[https://www.youtube.com/watch?v=IHikCKtlD-Y#t=11s The "POW" Hyper]] is modeled after an item that turned enemies on-screen into fruit (and in this game, it turns the enemy into 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.
74** Like her grandfather, [=SonSon=] is [[MonkeyKingLite based on]] ''Literature/JourneyToTheWest''[='s=] Sun Wukong/Son Goku (although she is more closely linked to the original tale than her grandfather was in his game, as seen by her specials and Hypers).
75** She also turns into a giant ape with [[BreathWeapon laser breath]] [[https://www.youtube.com/watch?v=IHikCKtlD-Y#t=36s during her En'ou Hyper Combo,]] possibly referencing the most famous fictional treatment of Son Goku from ''Manga/DragonBall''.
76[[/folder]]
77
78[[folder:''Marvel vs. Capcom 3: Fate of Two Worlds'' 0-M]]
79* The announcer has pre-battle speeches such as "[[VideoGame/CapcomVsSNK2MarkOfTheMillennium Live and let die... FIGHT!!!]]" and "[[VideoGame/StreetFighterAlpha Go for broke... FIGHT!!!]]"
80** One of the things the announcer can say on the character select screen is "[[VideoGame/MarvelVsCapcom2 I'm gonna take you on a wild ride!]]"
81** He also says "That's right, the third chapter," as a nod to ''VideoGame/StreetFighterIII: Third Strike''[='=]s [[https://www.youtube.com/watch?v=ByBzpvusHe8 main theme.]]
82** Before a fight begins, he sometimes says, [[WesternAnimation/TheTransformersTheMovie "Dare to believe you can survive."]]
83* 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]], [[ComicBook/XMen UNCANNY]], [[VideoGame/ViewtifulJoe VIEWTIFUL]], [[ComicBook/{{Galactus}} GALACTIC]], and (whew!) [[ComicBook/JuggernautMarvelComics UNSTOPPABLE]].
84* One of the Achievements references the show ''Series/CharlesInCharge''.
85** 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/{{Civil War|2006}}''...
86** A few are comic industry in-jokes, such as "Waiting for the Trades" (the practice of waiting for a series to be collected to purchase it) and, conversely, "I Buy the Issues" (pretty much the reverse of the previous example).
87** Quite a few achievements you get for pairing up certain characters with people from their same continuity and KO-ing them, regardless of whether you're the one KO'd. "Whose Side Are You On," as the reference to ''Civil War'', is achieved when you KO Iron Man as Captain America (or vice-versa), and another has you "determine the fate of the [[Franchise/StreetFighter Satsui no Hadou]]" -- by pitting up Ryu against Akuma.
88* The ''Ultimate'' in ''[=UMvC3=]'' is a reference to Marvel's ''ComicBook/UltimateMarvel'' line.
89** 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=]''.
90** There's a ComicBook/DaysOfFuturePast 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.]]
91* 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/TheIncredibleHulk 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.]]
92* On the Bonne Wonderland stage, during the first team's introduction poses, a bar or so of "God Rest Ye Merry Gentlemen" can be heard in the background.
93* One of the Titles that can be used for online player cards is '[[Music/WeirdAlYankovic Dare to be Stupid]]'.
94* '''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., [[VideoGame/StreetFighterIV Oni]] and a mixture of purple hair/red gi similar to other schemes he's used. ''Ultimate'' schemes include his ''VideoGame/StreetFighterIII'' look (with graying hair), and his pre-order DLC costume is [[VideoGame/MarvelSuperHeroesVsStreetFighter Cyber-Akuma]].
95** His win quote against Wolverine is a reference to his role in the ''ComicBook/XMen'' storyline "The Twelve," and consequentially his being the TrueFinalBoss of ''VideoGame/MarvelSuperHeroesVsStreetFighter'':
96--> ''"Apocalypse once deemed you worthy of being his Horseman of Death? I really must beg to differ."''
97** His character theme is a remix of his theme from ''Super VideoGame/StreetFighterII Turbo''.
98** The way he performs his victory pose resembles his [[EasterEgg hidden]] [[LimitBreak Super Art]]] [[http://images.wikia.com/streetfighter/images/7/78/Kongou_kokouretsu_zan.gif Kongou Kokuretsu Zan,]] as seen in ''VideoGame/StreetFighterIII: 3rd Strike''.
99** Before the battle begins, he and Ryu refer to the [[KillingIntent Satsui no Hadou]], the demonic surge of energy from the ''Street Fighter'' series that [[SuperMode boosts the power of its user]], but makes him/her a BloodKnight.
100** Iron Fist's victory quote against him refers to Akuma's self-dubbed title from ''Street Fighter'':
101--> ''"I suppose we proved who the real master of the fist is."''
102* '''Amaterasu''''s alternate color schemes are based on three of Princess Fuse's Canine Warriors (Chu [Hayabusa], Gi, and Jin). For ''Ultimate'', she gets a color scheme based off an statue of herself found in Kamiki Village (which can be used as a skin in ''Okami'', too). Her DLC costume is based on [[VideoGame/{{Darkstalkers}} Jon Talbain]].
103** Beating Akuma with Amaterasu has Issun noticing how much Akuma's Shun Goku Satsu [[https://www.youtube.com/watch?v=8239V1ML8rE resembles Mrs. Orange baking cherry cakes.]]
104** One of Ammy's win-quotes in ''Ultimate'' has Issun state, "So, Ammy...I hear you've got a little pup now, [[VideoGame/{{Okamiden}} already running off on his own adventures.]] They grow up so fast!"
105** Her character theme is a remix of "The Sun Rises," the [[spoiler:FinalBoss theme while fighting Yami]] in ''VideoGame/{{Okami}}''.
106** Her playstyle utilizes a StanceSystem, where [[RealTimeWeaponChange she is able to switch between each of the 3 classes of Divine Instruments]] (reflectors, rosaries, and glaives) from ''Ōkami''. For normal attacks, she'll use Divine Retribution, Devout Beads, and Tsumugari, which are the weakest Instruments. As for her special moves and Level 3 Hyper Combo, she'll use Solar Flare, Tundra Beads, and Thunder Edge, which are the [[InfinityPlusOneSword strongest]] Instruments.
107** She can use a couple of Celestial Brush Techniques, as well. Unlike ''Ōkami'', [[TimeStandsStill time doesn't stand still]] as she uses the screen as an interface to create the brush strokes. Since this is a fighting game, she'll use the Brush Techniques spontaneously in real time.
108*** She has a special move called Power Slash, a piece of paper (with a straight line stroke on it) she conjures out of thin air. If an opponent touches it, they'll get slashed. In ''Ōkami'', the "Power Slash" was created by drawing a straight line across an enemy, slashing them instantly.
109*** The Okami Shuffle Hyper Combo consists of the [[FireIceLightning "Fireburst," "Icestorm," and "Thunderbolt"]] secret Brush Techniques.
110*** The "Veil of Mist" Technique is a Hyper Combo that has the same effect in both ''[=MvC3=]'' and ''Ōkami'', which is [[BulletTime slowing down time]].
111*** Her air dash is based off of the "Vine" Technique. Unlike ''[=MvC3=]'', flowers called "Konohana Blossoms" needed to be present in order for Amaterasu to swing from them.
112*** Her aerial exchange attack (in all 3 directions) is the explosion of her "Cherry Bomb" Technique.
113*** For her standard grab, she attacks her opponents twice, then [[BlowYouAway blows them away]] with her "Galestorm" Technique.
114** Her "Head Charge" special move is based off of her midair tackle in ''Okami''.
115** Whenever she walks, dashes, or lands on the ground after being in the air, [[FertileFeet patches of grass can be seen sprouting, then disappearing near her feet]]. The same effect can be seen in ''Ōkami''.
116** In a win quote after defeating her, Thor refers to Nippon, the setting of ''Okami'':
117--> '''Thor:''' "Thou art a courageous goddess. The inhabitants of Nippon are blessed to have you as their guardian!"
118* '''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 Ghosts 'N Goblins'', as well as a nod to Arthur's death animation in his series.
119** His character theme is a remix of the iconic Stage 1 Theme from the first ''Ghosts 'N Goblins''.
120** 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'').
121** 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''.
122** His battle intro shows him (in his [[GoofyPrintUnderwear boxers]]) running up to a suit of armor, then [[InstantArmor proceeds to suit up instantly]]. The same thing happens in his series whenever he's [[ComedicUnderwearExposure running around in his boxers]] and touches a suit of armor.
123** His victory pose features him grabbing a descending key, which happens after he defeats bosses in his series.
124** One of his win quotes refers to how you'd have to play through the games of his series ''[[BackTracking twice]]'' [[FakeLongevity in order to beat them]]:
125--> "''That was an easy battle! I didn't even have to beat you twice!''"
126** In a win quote, Deadpool refers to how '''''[[NintendoHard difficult]]''''' the games in his series can be:
127--> '''Deadpool:''' "And THAT'S for lulling me into great side-scrolling adventures that were never possible to beat!"
128** He mentions Guinevere (though not by name), the Princess of his series that [[DamselInDistress he has rescued several times]]. He is currently rescuing her in this game, mentioning her twice. Even Phoenix speaks about the Princess in a win quote after defeating Arthur:
129--> '''Arthur''' (''pre-battle''): "Please! Wait for me, my princess!"
130--> '''Arthur''' (''win quote, vs. Morrigan''): "You truly are a temptress of the dark! Begone, for I have a princess to save!"
131--> '''Phoenix''' (''win quote, vs. Arthur''): "Instead of fighting me, you should go and rescue your princess. It's not polite to keep a lady waiting."
132** He refers to the famous table of [[Myth/KingArthur his namesake]] in one of his win quotes (it's also a double Shout-Out, considering Capcom also had a medieval-themed BeatEmUp called ''Knights of the Round''):
133---> "''A battle truly worthy of any of the Knights of the Round Table!''"
134* '''Captain America''' has the costume of his Soviet counterpart The Red Guardian, ComicBook/ThePunisher's Captain America outfit, and his alternate green color from previous ''Marvel vs. Capcom'' games as his alternate color schemes. For ''Ultimate'', he loses the Red Guardian and ''[=MvC=]'' schemes and gets color schemes based off his ''Age of X'' gear, his appearance in the [[UsefulNotes/AdolfHitler Hitler]]-punching cover of ''Captain America Comics #1'' (complete with his original shield), ComicBook/{{Bucky|Barnes}} Cap, and the Space Suit from ''[[WesternAnimation/TheAvengersEarthsMightiestHeroes 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.
135** In his intro against Strider Hiryu, he claims to be reminded of Batroc the Leaper, one of his most frequently recurring enemies.
136** His intro against Frank refers to the infamous "I've covered wars, you know" line from ''VideoGame/DeadRising''
137** Upon defeating Iron Man, he states, "And that was for ComicBook/{{Civil War|2006}}."
138** Before battling him, he hopes that Zero is able to put up a fight, despite his name. The quote is a reference to [[MediaNotes/BinaryBitsAndBytes binary code]]:
139--> "''Your name's Zero? Hope you don't fight like one.''"
140** 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]].
141** In full view, his [[http://images.wikia.com/marvelvscapcom/images/9/9f/S_capamerica00_bm_nomip_s_capamerica00_bm_nomipout.png pose on the Victory screen]] in ''[=UMvC3=]'' is a nod to his pose seen on the cover of ''[[http://images.wikia.com/marveldatabase/images/a/a1/Avengers_Vol_1_4.jpg Avengers Vol. 1 #4.]]''
142* '''Chris Redfield''' has alternate color schemes based on his safari/"zebra" suit in ''VideoGame/ResidentEvil5'', the series' blue RPD outfit as used by Leon and Jill, and Cody from ''VideoGame/FinalFight''. For ''Ultimate'', he gets color schemes based off his ''[=RE5=]'' black suit seen in ads and [[VideoGame/DeadRising2 Chuck Greene]]. His DLC costume is his appearance in [[VideoGame/ResidentEvil1 the first game]].
143** His Combination Punch special is taken directly from a [[PressXToNotDie QTE]] he can initiate during the first two battles with Wesker in ''[=RE5=]''. Contrary to popular belief, it is ''not'' the [[MemeticMutation infamous Boulder Punch]].
144*** Not only that but the pistol he uses is Leon S. Kennedy's Silver Ghost from ''Resident Evil 4''.
145*** 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.
146** Before battling Chris, Super-Skrull tells him that he should stick to fighting zombies, which are common enemies seen throughout several entries in the ''Resident Evil'' series.
147** His character theme is a remix of "Majini V" from ''Resident Evil 5''. [[note]] Ever since Chris' theme was heard in this [[https://www.youtube.com/watch?v=sLtIbaWPKEI#t=62s early gameplay video,]] fans have been trying to find out what his theme was a remix of. A Capcom executive once said that it was a BGM from an upcoming ''Resident Evil'' game (at the time, ''Resident Evil 5'' was the latest ''[=RE=]'' game to be released), but this is false. Some fans believe that it's a completely original theme created for ''[=MvC3=]''. However, On April 5, 2012, [[https://twitter.com/Ryota_Niitsuma/status/188084049452072960 Ryota Niitsuma confirmed via his Twitter account what was stated in the aforementioned entry.]][[/note]]
148* '''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/StreetFighterI 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]].
149** Her pre-fight quote against C. Viper references their rivalry in ''VideoGame/StreetFighterIV''.
150--> ''"I don't care who you work for; don't get in Interpol's way!"''
151** Her character theme is a remix of the "China Stage" theme from ''Street Fighter II: The World Warrior''.
152** In one of her win quotes, she references the BigBad of her home series:
153--> ''"If only Bison were so easily beaten."''
154* [[WordOfGod Capcom themselves]] stated that '''C. Viper''' can be considered an {{expy}} of VideoGame/CaptainCommando, especially, since it's commonly speculated that her abilities were inspired by Captain Commando in the first place.
155** Her alternate color schemes are based on fellow ''VideoGame/StreetFighterIV'' newcomers Rufus, El Fuerte, and Abel, even though WordOfGod 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 [[VideoGame/ResidentEvil2 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 superhero.
156** Her pre-fight quote against Chun-Li references their rivalship in ''VideoGame/StreetFighterIV''.
157--> ''"It's an Interpol agent. Don't worry, I'll take care of her."''
158** Her character theme is a remix of her theme from ''VideoGame/StreetFighterIV''.
159** Her playstyle makes use of mechanics seen in ''SFIV'', such as the Focus Attack and EX Moves. The latter uses up meter from the Hyper Combo Gauge, which was also true for the Super Gauge in ''SFIV''.
160** She can air dash in ''[=MvC3=]'' using [[JetPack jet-propelled shoes]], something she couldn't do during gameplay in ''SFIV'' (except for high jumping). However, she uses them in the [[OriginalVideoAnimation OVA]] ''Anime/StreetFighterIVTheTiesThatBind''.
161** Her Optic Laser is based off of Cyclops' Optic Blast. [[note]]The Optic Laser is called "Optic ''Bright''" in Japan. What's notable about this is that when written in katakana, the words "blast" (ブラスト) and "bright" (ブライト) are only one kana apart.[[/note]]
162** She refers to her daughter Lauren twice, once before battle and in a win quote:
163--> "''Sorry, mommy's at work. I'll call you back.''" (pre-battle)
164--> "''Thanks for stretching that fight out. Now Lauren's going to be worried about me.''" (win quote)
165** Her win animation is highly similar to her win animation from ''SFIV'' as well.
166* '''Dante''' has, according to WordOfGod, [[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 [[ProductPlacement Diesel]] clothing from ''Devil May Cry 2'', either [[VideoGame/GodHand Gene]] or [[RuleSixtyThree Trish]], and Ryu from ''VideoGame/BreathOfFireIII''. 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.
167** His character theme is a remix of "Devils Never Cry" from ''VideoGame/DevilMayCry3DantesAwakening''.
168** One of his intro quotes is, "Let's rock, baby!", which is something of Dante's trademark PreAsskickingOneLiner. He also caps off his Million Dollars Hyper with, "Jackpot!" This is Dante's personal CatchPhrase, used as a PreMortemOneLiner before [[FinishingMove finishing off]] the {{Big Bad}}s of the first and third games. The animation of the attack itself is derived from the Twosome Time technique (originally from ''Devil May Cry 2'' and then reused as an Ebony & Ivory style move in Gunslinger style in ''3'' and ''4'').
169** 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 Ebony & Ivory. This could also double as a nod to Dante's ability to charge up his own bullets with his demonic energy.
170** His Level 3 is named Devils Must Die, a probable nod to the [[HarderThanHard notoriously difficult]] [[IdiosyncraticDifficultyLevels "Dante Must Die" mode]] in the ''DMC'' games.
171** His intro quote against every female character (minus [[VideoGame/{{Darkstalkers}} Morrigan]] and [[VideoGame/{{Okami}} 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 [[LampshadeHanging lampshading]] this with the line "I'm beginning to think I've got rotten luck with women").
172** In his opening quote against Joe, the two of them express familiarity; Dante was a playable character in the [=PS2=] version of ''VideoGame/ViewtifulJoe'' as well as Joe's own fighting game, ''Red Hot Rumble''.
173-->''"It's okay, Joe. We cool."''
174** His entire moveset revolves around his weapons and abilities from ''Devil May Cry 3''.
175*** He has all of his Devil Arms, which are Rebellion, Cerberus, Agni & Rudra, Nevan, and Beowulf. He can use a couple of their Swordmaster Style attacks, as well.
176*** He has 4 out of 5 of his firearms, which are Ebony & Ivory, Coyote-A (AKA the Shotgun), Artemis, and Kalina Ann (the only firearm that's missing is the Spiral rifle). He has access to some of their Gunslinger Style attacks, as well.
177*** He can use 2 Trickster Style moves, which are the Sky Star and Air Trick. The former is his air dash, while the latter is a teleportation special move.
178*** His blocking stance is based off of his Royalguard Style blocking pose. However, it has no EnergyAbsorption abilities, as seen in ''[=DMC3=]''.
179** He can use the Air Hike, which gives him the ability to double jump. In ''[=DMC3=]'', Air Hike can only be used when Dante equipped Rebellion, Agni & Rudra, and Beowulf. Coincidentally, he'll always have Rebellion on his back whenever he double jumps in ''[=MvC3=]''.
180*** In ''Ultimate'', Dante can Air Hike twice (i.e. triple jump) while Devil Trigger is active. This is a nod toward ''[=DMC4=]'', where Air Hike was a passive ability for Devil Trigger; buying the ability for Dante himself would allow him to Double Air Hike when DT'ed.
181** Several characters in this game refer to Mundus, the BigBad of the first ''Devil May Cry''. Dante is one of them (in a win quote after defeating Dormammu)[[note]]The other characters are Dormammu (in a win quote after defeating Dante), Ghost Rider (as a pre-battle quote against Trish), and Phoenix (during her victory pose after defeating Vergil).[[/note]]:
182--> "''You've gotta be Mundus' cousin or nephew or something, no? Great aunt on Satan's side, maybe?''"
183* Most characters walk backwards. '''ComicBook/{{Deadpool}}''' [[Music/MichaelJackson MOONWALKS!]]
184** During his Level 3 Hyper activation pose, he recites "[[WesternAnimation/BettyBoop Boop boop bee doop~]]"
185** One of his (rather quotable) lines is [[Series/HaveGunWillTravel "Have gun, will shoot!"]]
186** Deadpool's infamous '''SHORYUKEN!''' to Shadowcat [[AscendedMeme made it as one of his moves]] (it's his LauncherMove).
187*** Ryu himself wonders how Deadpool could perform the move in a win quote after defeating him:
188--> '''Ryu:''' "Huh? You stole my Shoryuken!? When did you...!?"
189** His color schemes are his ''Days of Future Now'' outfit, his X-Force outfit and his Weapon-X outfit. ''Ultimate'' 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.]]
190*** Speaking of his DLC costume, here's what he says as a pre-battle quote when he wears it:
191--> "''And you thought Cable wasn't in this game...''"
192** His quote after defeating Magneto references the infamous '''[[https://www.youtube.com/watch?v=sZZUMjoxfZA MAHVEL, BAYBEE!]]''' video:
193--> ''[[AscendedMeme "I just beat Mag-freakin'-neto! Where yo curleh mustache at?"]]''
194** ''"You see that? THAT'S how you beat Wolverine, people. [[TakeThat AND YOU DON'T EVEN NEED]] [[Film/XMenOriginsWolverine OPTIC BLASTS!]] HAHAHAHAHAHAHAHAHAHAHAHA!"''
195** His taunt (consisting of Deadpool chanting, [[CaptainObvious "This is my taunt!"]] or [[ShapedLikeItself "Taunt button!"]]) has a yellow speech bubble, a frequent element featured when Deadpool [[TalkingToThemself is conversing with himself]]. It also hits the other character if he/she/it is standing close enough to him.
196** ''"[[VideoGame/XMen1992 Wahahaha! Magneto! Welcome to die!!]]"''
197** Wade's infamous Level 3 Hyper is called [[NoFourthWall 4th Wall]] [[ComicBook/CrisisOnInfiniteEarths Crisis]].
198** ''"Hey, next time, maybe you should let [[VideoGame/DevilMayCry Nero]] do your fightin', skippy!"''
199** 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).
200** Every [[RuleOfThree third]] warp will result in the device backfiring and exploding in Deadpool's face. He replies, "Curses! Foiled again," a stock phrase of [[WesternAnimation/DudleyDoRight Snidely Whiplash]] ([[DastardlyWhiplash and all similar characters]]).
201** [[VideoGame/StreetFighterII "That was Deadpoolicious. In case you're wondering, that's my new word for awesomeness."]] [[note]]A reference to M. Bison's "This is delicious!" meme from the ''Street Fighter'' [[WesternAnimation/StreetFighter cartoon]].[[/note]]
202** "Chimichangas!!" (a follow-up attack to his "Katana-Rama!" attack) is named after a Southwestern-American dish that Deadpool '''''loves''''' to say, as seen in ''Cable & Deadpool #13''. Strangely enough, he doesn't even like eating them.
203** During his victory pose after defeating Doctor Strange, he refers to ComicBook/{{Dazzler}}:
204--> "''Go read your spell books, Doc. I'll stick to my back issues of Dazzler.''"
205** In a win quote after defeating Spider-Man, he tells him about how Wesker seemingly ripped off Spidey's "Maximum Spider" Hyper Combo with his "Phantom Dance." He also states that Spider-Man had the move since ''VideoGame/MarvelSuperHeroes''.
206** In one of his win quotes, he refers to Capcom's first video game by saying that he'll continue petitioning Capcom for a sequel... ''Vulgus 2''.
207* '''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.
208** After beating M.O.D.O.K., he regrets ever [[ComicBook/FallOfTheHulks allying with him as part of the Intelligencia]].
209* '''ComicBook/DoctorStrange'''[='=]s line after defeating a female character:
210-->"''I've heard the [[Film/DrStrangelove Doctor Strangelove]] jokes. I'm not amused.''"[[note]]Oh, but we are, Doc.[[/note]]
211** His alternative schemes are his retro blue costume, his look from ''War of the Gems'', his ''WesternAnimation/DoctorStrangeTheSorcererSupreme'' animated film colors and ''[[ComicBook/{{Marvel 1602}} Doctor Strange 1602]]'' look. His DLC costume is his blue costume (the Necromancer) from 1969.
212** Mystic Sword (an energy blade which can be summoned/dispersed at will) is another nod to the ''Doctor Strange: The Sorcerer Supreme'' animated film.
213** If called in as the third person in a team Hyper Combo string, he shouts "[[ComicBook/TheDefenders Defenders forever]]!" He also has special dialogue with the Hulk that makes reference to their shared history in The Defenders and the events of ''ComicBook/PlanetHulk''.
214** His exchange with Morrigan remarking on how [[YouRemindMeOfX she reminds him of]] Morgan Le Fay (she of Myth/ArthurianLegend) 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.
215** Firebrand refers to a certain TomeOfEldritchLore in a win quote after he defeats Strange:
216--> '''Firebrand:''' "Ghaa gi gi gha gu. (Book of Darkhold? I'll be taking that back...)"
217* '''Dormammu''''s moveset is a bit similar to Blackheart.
218** 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.
219** His [[http://images.wikia.com/marvelvscapcom/images/9/9e/1ae9954c163a0c91ec704a67cc01c0ce.png pose on the Victory screen]] is based off of his pose seen on the cover of ''[[http://images2.wikia.nocookie.net/__cb20110108055240/marveldatabase/images/e/e7/Defenders_Vol_3_3.jpg Defenders Vol. 3 #3.]]'' Since the original ''[=MvC3=]'', his victory pose shows him holding a globe of the Earth (before crushing it).
220** During his victory pose and in a win quote after defeating him, Ghost Rider refers to his sister Umar the Unrelenting and an "unholy lackey" of his:
221--> '''Ghost Rider:''' (''victory pose'') "And now, I think it's time I visited that twin sister of yours..."
222--> '''Ghost Rider:''' (''win quote'') "Now that I've taken care of you, I shall turn my attention to your unholy lackey -- [[ComicBook/TheHood the Hood]] is next."
223** "Dark Dimension" (his Level 3 Hyper Combo) is named after the PocketDimension that [[DimensionLord he rules over]].
224* '''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 ''VideoGame/BattleCircuit''.
225** 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''.]]
226** Her character theme is a remix of the "America Stage" theme from ''VideoGame/{{Darkstalkers}}: The Night Warriors'' (the first game of its series).
227** Her ''[=UMvC3=]'' [[http://images.wikia.com/marvelvscapcom/images/a/a1/Felicia.png artwork]] is based off of the one seen in her artwork from the first ''Darkstalkers''. [[http://images.wikia.com/darkstalkers/images/c/c4/DNW_Felicia_01.png Take a look]].
228* Some of '''Firebrand'''[='=]s alts reference Capcom's logo, Blackheart, and his green color scheme references the cover of Gargoyle's quest and the Green Goblin. His DLC costume is the Red Arremer King from ''Ghouls 'N Ghosts''.
229** His character theme is a remix of the intro screen music from the first ''VideoGame/GargoylesQuest''.
230** One of his winquotes references ''VideoGame/GargoylesQuest'':
231--> ''"Ki ki ki kiah! (I am the [[InSeriesNickname Red Blaze]] of the Red Arremers!)"''
232** Similarly, after a win Doctor Strange comments: "This gargoyle's quest has failed."
233** His battle intro is a reference to how a Red Arremer King was found sitting on top of skulls in the 2nd level of ''Ghouls 'N Ghosts''.
234** 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.
235** 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.
236** In a win quote after defeating Arthur, he refers to the death animation they both share from their series (in Firebrand's case, it only happens in ''Demon's Crest''):
237--> "''Ghaa gha ghaa gi gya. (This time it's you that'll [[StrippedToTheBone turn into a pile of bones]]!)''"
238* '''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. During his victory animation, he stops to check his watch and hurries off to a new scoop - a reference to Dead Rising's strict time limit.
239** 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 ''VideoGame/DeadRising2: [[UpdatedRerelease Off The Record]]''.
240** Frank's color alts include one based on [[VideoGame/DeadRising2 Chuck Greene]] and one of his alternates from ''VideoGame/TatsunokoVsCapcom''. His DLC costume is the ''VideoGame/MegaManX'' armor from ''Dead Rising''.
241** The "Level Up" graphic that appears over his head when he levels up in ''Dead Rising'' also appears in ''[=UMvC3=]'' for the same purpose. There's also a small indicator of his current level next to his portrait on the [[HeadsUpDisplay HUD]]. This was also used for the HUD in ''Dead Rising''.
242** Although the characters they're based on are from the ''VideoGame/MegaManLegends'' series, the Servbot Masks that are seen in Frank's "Blue Light Special" and "Funny Face Crusher" Hyper Combos were also featured in ''Dead Rising''.
243*** The former Hyper Combo is named after a sales gimmick used by UsefulNotes/{{Kmart}} from time to time.
244** His special move "Bottoms Up!" has him drinking a bottle of alcohol. Soon after, he'll lean over and vomit. The same thing happens in his series, but only after he drinks ''several'' servings of alcohol, not just one bottle.
245** Several of his Skills from ''Dead Rising'' are a part of his moveset. Some examples include the Jump Kick (his jumping Heavy attack), Judo Throw (his standard grab), and Face Crusher (seen at the end of the "Funny Face Crusher" Hyper Combo).
246** Well, he wouldn't be Frank West if he didn't say his infamous CatchPhrase. He'll sometimes say this as a win quote:
247--> "''What do you mean I don't belong here? [[AscendedMeme I've covered wars, y'know]].''"
248** Both Captain America and Zero downplay his combat experience through covering wars:
249--> '''Cap''' (''pre-battle''): "I hear you've covered wars. Pity you've never actually fought in one."
250--> '''Zero''' (''victory pose''): "You may have covered wars, but you're still a civilian!"
251* '''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]].
252** Before fighting any Avenger (except for Thor), he refers to a superhero team he has fought several times:
253--> "''Much like the ComicBook/FantasticFour, you are nothing to me.''"
254* '''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.
255** Richard Grieco was chosen to voice Ghost Rider, because he previously voiced him in ''WesternAnimation/FantasticFourTheAnimatedSeries'' (1994) and ''WesternAnimation/TheIncredibleHulk1996''. Fifteen years later, this is the only legacy carry over [[RoleReprise reprise]] in the game.
256** During his victory pose after defeating Thor, he'll refer to Thor's ArchEnemy:
257--> "''If you can't handle ComicBook/{{Loki}}, I will.''"
258%% Ghost Rider predates Scorpion. Don't add that here. %%
259* '''Haggar'''[='s=] moveset is a mixed case with [[VideoGame/StreetFighterII Zangief]]. While Zangief (in the ''Franchise/StreetFighter''-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 ''[[VideoGame/SaturdayNightSlamMasters Slam Masters]]''.
260** His character theme is an amalgam remix of both Guy and Cody's themes from ''VideoGame/StreetFighterIV'', which themselves were remixes of "Metro City Slums", the first stage music in ''VideoGame/FinalFight''.
261*** As far as Guy is concerned, that is correct. "Metro City Slums" has always been used as his theme in the ''Street Fighter'' series. As for Cody, his ''SSFIV'' theme is actually a remix of "Mad Gear Gang," the intro theme of the original ''Final Fight''. The ''SSFIV'' arrangement of this theme has someone saying the line "Turn the beat back!" This line was added to Haggar's ''[=MvC3=]'' theme. Either way, Haggar's theme can be seen as a reference to his 2 aforementioned allies from ''Final Fight''.
262** His DLC costume is his attire from ''Final Fight 3''.
263** The "Final Haggar Buster" (his Level 3 Hyper Combo) is a reference to Zangief's Final Atomic Buster move. The two have cribbed off of each other's moves in-universe (Haggar's Double Lariat and Zangief's Spinning Piledriver, respectively).
264** As the mayor of Metro City, several references are made about his political status before battle and during victory poses. Here are 2 examples:
265--> '''She-Hulk''' (''pre-battle''): "Consider yourself impeached."
266--> '''Nova''' (''victory pose''): "And now you're just the mayor of Loserville."
267** After being defeated by Felicia in battle, her win quote makes a reference to his daughter Jessica (the DamselInDistress of the original ''Final Fight''):
268--> '''Felicia:''' "It's been a long time, hasn't it? I hope you and Jessica can make my next show in Metro City!"
269** His win quote after defeating Thor makes a reference to the CWA (Capcom Wrestling Association), the professional wrestling promotion seen in the ''Slam Masters'' games:
270--> "''Whoa, you got the poise, power and mic skills to make it big! Let me call my buddies at the CWA for ya!''"
271* '''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''.
272** One of his intros has references to the ComicBook/TheDefenders and ComicBook/{{Thunderbolts}}, two teams he served on in the past.
273** 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.]]
274** Hawkeye mentions "ComicBook/CapsKookyQuartet," the nickname for the Avengers after their first big roster shake-up, in his special intro against Captain America.
275*** He also mocks Iron Man over Force Works, a team he headed in the mid-90s.
276** One of his victory quotes references his ward (whatever he thinks that word means) with [[VitriolicBestBuds the]] [[DeadpanSnarker same]] [[AwesomeEgo attitude]] they both use with each other.
277--> "''[[Characters/MarvelComicsKateBishop Kate Bishop]]'s a good Hawkeye, but there's no substitute for the original.''"
278** His victory pose quote against C. Viper compares her unfavorably to ComicBook/BlackWidow.
279--> "''Black Widow, you ain't.''"
280** Before battling Viper, he refers to ComicBook/NickFury and ComicBook/{{SHIELD}}:
281--> "''Take it up with Fury if S.H.I.E.L.D. rejected your application, not me.''"
282** 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.
283* One of the items '''Hsien-Ko''' throws using her Anki-Hou special move is the [[http://capcom.wikia.com/wiki/Yashichi Yashichi,]] an item that appeared in many early Capcom arcade games.
284** 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 ''Film/MrVampire''. 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.
285** In her ''Ultimate'' intro, she may drop either a [[Franchise/AceAttorney Steel Samurai]] or [[VideoGame/MonsterHunter Rathalos]] figure.
286** The [[PaperTalisman fu]] on her hat is actually her twin sister Mei-Ling. When Hsien-Ko activates her [[StatusBuff Daibakusou Rimoukon]] Hyper [[NonindicativeName Combo]], Mei-Ling comes off of her hat and moves around in the foreground for awhile. Unlike ''Vampire Savior'' (where she reverts back into her human form), she'll retain her fu appearance, all while gaining a [[RidiculouslyCuteCritter cute little face]]. In SuperDeformed games such as ''Super Puzzle Fighter II Turbo'' and ''VideoGame/SuperGemFighter'', [[http://images.wikia.com/darkstalkers/images/e/e5/Super_Puzzle_Fighter_II_Hsien-Ko_02.png Mei-Ling appears this]] [[http://images.wikia.com/darkstalkers/images/c/c1/Pocket_Fighter_Hsien-Ko.png way by default.]]
287** One of her winquotes mentions another Darkstalker:
288--->''"You're annoying, but not as annoying as Lord Raptor[[note]]Who has a completely one-sided crush on her[[/note]]. Him and his stupid guitar!"''
289** Another of her winquotes is lifted straight from ''Night Warriors'', her debut game:
290--->''"Have a pleasant journey through the nine courts of judgement!"'' [[note]]Notably, the Hsien-Ko from that game had a different personality than this one, who is the original reincarnated in a new body.[[/note]]
291* '''Hulk''' [[https://www.youtube.com/watch?v=cJAC4KeMLVo drops one of his iconic phrases before tangling with Haggar.]]
292--->''You are strong, but Hulk strongest there is!''
293** He has alternate color schemes that makes him Grey Hulk and ComicBook/RedHulk, as well as a scheme that gives him teal skin ([[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 [[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.
294** 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 antagonist, even), and one specific fight between them in ''Incredible Hulk #340''.
295** Hulk has special dialogue with Doctor Strange that makes reference to their shared history in ComicBook/TheDefenders and the events of ''ComicBook/PlanetHulk'' and ''ComicBook/WorldWarHulk''. (It's not a happy reunion.) If he wins, Hulk vows to smash the rest of the Illuminati.
296*** When fighting Nova, Hulk is upset at the prospect of fighting "Human Rocket" -- because due to the above, he doesn't like rockets.
297** He refers to a well known quote from ''Series/TheIncredibleHulk1977'' (with a dash of HulkSpeak) during one of his pre-battle quotes:
298--> "''You make Hulk angry. [[YouWouldntLikeMeWhenImAngry You not like Hulk angry.]]''"
299* '''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.
300** 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''.
301** He refers to Thunderer AKA Lei Kung (his martial arts teacher) when he is KO'd:
302--> "''Lei Kung... I have shamed you!''"
303** During Ryu's victory pose after defeating him, he refers to K'un-Lun, a mystical city where Iron Fist used to train and live when he was younger:
304--> '''Ryu:''' ''"So... that was K'un-Lun's power..."''
305** Before battling Chun-Li, he refers to the duo of [[LovelyAngels Misty Knight and Colleen Wing]]:
306--> "''Daughters of the Dragon called. They want their everything back.''"
307** In a win quote, he refers to his friend ComicBook/LukeCage:
308--> ''"And to think, they call Luke Cage "Power Man"..."''
309* '''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.
310-->''"I can still smell Norman Osborn's hairgel."''
311** In previous entries of the ''[=MvC=]'' series, he wore the Modular Armor. In ''[=MvC3=]'', he now wears the Extremis Armor.
312** On the subject of suits of armor, he refers to a specific one before fighting the Hulk:
313--> "''Probably could use that Hulk-buster armor right about now.''"
314** During his victory pose after a battle, he'll sometimes say that even with his Mark I Armor (the first battlesuit he ever made), he could've still won the fight.
315** 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 ''VideoGame/MarvelSuperHeroes''.
316** On beating Captain America, he says "It's like ComicBook/{{Civil War|2006}} all over again."
317** On beating Doctor Doom, he says "Don't think I forgot about what happened in Camelot." This references the infamous [[http://en.wikipedia.org/wiki/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.
318** 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.
319** 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.]]
320** His voice actor Creator/EricLoomis voices him [[NoCelebritiesWereHarmed in the style of]] Creator/RobertDowneyJr, who played the starring role in the ''Film/IronMan'' films.
321*** Another reference to the films is when he activates X-Factor and says "Arc reactor full power!" The term "arc reactor" is coined from the films. It is the device in Tony Stark's chest which powers up his suit and also prevents a piece of shrapnel from piercing his heart. [[CanonImmigrant The device was later added to the comics]].
322** Iron Man still uses the Proton Cannon in ''[=MvC3=]''. Contrary to popular belief, it didn't debut in the game ''VideoGame/MarvelSuperHeroes''. Debuting in ''Iron Man Vol. 1 #294'', it was a nameless, improvised weapon that Iron Man used while battling the Technovore.
323** He says a CatchPhrase of one of his creators for one of his taunt quotes:
324--> "''Earth's Mightiest Heroes! ...[[Creator/StanLee 'Nuff said.]]''"
325* '''Jill''', much like Chris and Wesker, uses some of her melee attacks from ''5'' (namely her Sweep Kick, Double Knee Drop, Head Grab, Flip Kick, and Cartwheel), as well as her Double Kick grapple breakers. As she sports her Battle Suit look from ''[=RE5=]'', she also uses her Scorpion submachine gun in a Hyper.
326** Although she is one of the central protagonists of the ''RE'' series, her persona in ''[=MvC3=]'' is that of a "villain", as seen in ''Resident Evil 5''. Prior to the events of said game, Wesker implanted a P30 device on her chest that brainwashed her into following his orders. This device can still be found on her chest in ''[=MvC3=]''.
327** Her profile states that she has "masterful unlocking abilities," a nod to the oft-repeated "{{master of unlocking}}" line from the first ''VideoGame/{{Resident Evil|1}}''.
328** 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 ''VideoGame/QuizNanairoDreams'', though better known as a ''Marvel vs. Capcom'' Assist and ''Tatsunoko vs. Capcom'' character, and [[VideoGame/PN03 Vanessa's Intera Fusion suit]]. For ''Ultimate'', she gets a second ''VideoGame/PN03'' color scheme based off Vanessa's main costume. Her DLC alt is her appearance in ''VideoGame/{{Resident Evil 3|Nemesis}}'', as [[http://i.imgur.com/TWhqvl.jpg this image]] shows.
329** Her character theme is a remix of "Sad But True," her boss theme in ''Resident Evil 5''.
330** In a win quote after defeating Nemesis, she'll tell him to stop following her. This is a reference to ''Resident Evil 3'', where [[ImplacableMan he chased her relentlessly throughout the game]]:
331--> ''"[[PunctuatedForEmphasis Stop. Following. ME!]]"''
332* '''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.
333** Before battle and during a win quote, he remarks that Dante and Vergil remind him of his son ComicBook/{{Quicksilver}}:
334--> "''Your appearance reminds me of my son. Let's see if you boast his [[SuperSpeed speed]] in battle.''" (pre-battle, vs. Vergil)
335--> "''Brash. Arrogant. Rude... Even a white head of hair. You remind me of my son in many ways...''" (win quote, vs. Dante)
336** His [[http://images.wikia.com/marvelvscapcom/images/7/7e/234497bfa0ca72e164d18e795dd2e0fa.png pose on the Victory screen]] in ''[=UMvC3=]'' is based off of his pose seen on the variant cover featuring him of ''[[http://images.wikia.com/marveldatabase/images/3/33/X-Men_Vol_2_1_Magneto_Variant.jpg X-Men Vol. 2 #1]]''.
337** Him facing off against Galactus at the end of ''[=UMvC3=]'''s intro can be seen as the boss of [[VideoGame/XMenChildrenOfTheAtom the predecessor that started it all]] vs. the latest boss.
338** Much like Iron Man, Loomis, and Downey, Jr., Magneto is voiced by Creator/TomKane, who voiced him in ''WesternAnimation/WolverineAndTheXMen2009''--and still very much channeling Creator/IanMcKellen's performance from the ''Film/XMenFilmSeries'' like he did in the show.
339* '''ComicBook/{{MODOK}}''''s moveset is pretty much equivalent to Cable's moveset minus the Psimitar.
340** 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}}''.
341** His FastballSpecial is reminiscent to [[VideoGame/MarvelVsCapcom2 Ruby Heart's]] Schwarzaile attack, right down to the same trajectory.
342** Before battle and during her victory pose after defeating him, Crimson Viper refers to the organization "A.I.M.":
343-->'''Viper''' (''pre-battle''): "I found M.O.D.O.K., the leader of A.I.M....Understood."\
344'''Viper''' (''victory pose''): "Haven't had dealings with A.I.M. for a long time."
345* '''Morrigan''' has alternate color schemes based off her original 2P alt. (Blonde!Morrigan) plus 2 originals. For ''Ultimate'', she gets color schemes based off [[VideoGame/{{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 with the red latex-like pants from the [[Anime/NightWarriorsDarkstalkersRevenge Night Warriors OVA]].
346** 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 [[SuccubiAndIncubi succubus]] who described him in much the same way.
347** Her hyper combos have the sound of a scream during their activation. This is a nod to her games, where doing a lot of hits in a combo will make a scream appear after the IdiosyncraticComboLevels is shown.
348[[/folder]]
349
350[[folder:''Marvel vs. Capcom 3: Fate of Two Worlds'' N-Z]]
351* '''Nemesis''' has alternate color schemes based off an [[VideoGame/ResidentEvil5 Exterminator Manjini]], ComicBook/ManThing and the series' regular [[Franchise/ResidentEvil police zombie]]. His DLC costume is his coatless appearance/2nd form.
352** His character theme is a remix of "Unstoppable Nemesis," his boss theme in ''VideoGame/ResidentEvil3Nemesis''.
353** He was created to hunt down and kill the remaining members of S.T.A.R.S., a special police task force in the ''Resident Evil'' series. This includes Jill, the protagonist of ''Resident Evil 3''. Because his mind was programmed for this single objective, all he could ever say is "[[CatchPhrase S.T.A.R.S.]]" whenever he caught sight of a member of said task force. In ''[=UMvC3=]'', [[TheSpeechless he only roars, groans, and grunts]]. However, if he ever encounters [[SarcasmMode his good friend Jill]] or Chris (who was also a member) in battle...:
354--> "''S.T.A.R.S...''" (pre-battle)
355--> "''S.T.A.R.S... Gyaaargh!''" (victory pose)
356--> "''Staaaars!''" (win quote)
357** His "Biohazard Rush" Hyper Combo refers to the [[DubNameChange Japanese name]] of the ''[=RE=]'' series "''Biohazard''."
358** Fatal Mutation (his Level 3 Hyper Combo) features him being mutated into a [[BlobMonster blobish]] EldritchAbomination. This is the form he took in ''[=RE3=]'' after surviving a fall in an AcidPool. Unlike ''[=RE3=]'', this isn't a {{Metamorphosis}} and he'll change back once the Hyper Combo is done.
359** His blocking stance is basically him [[NoSell just standing there, not even attempting to block. He takes the hits unfazed]]. This is a reference to how several weapons in ''[=RE3=]'' barely made him stagger.
360* '''ComicBook/{{Nova}}''' screams "[[Film/TheShining Here's Richie!]]" when being called out.
361** Nova's alternate colors are based off of two of his '90s ''ComicBook/NewWarriors'' looks, one based off his look from ''Snake Person Visions: Marvel Knights'', ComicBook/{{Quasar}}, and Nova 00. Nova's DLC costume is directly based on Sam Alexander's Nova costume from ''[[WesternAnimation/UltimateSpiderMan2012 Ultimate Spider-Man]]''.
362** Nova's victory quote, "That was for Nova Corps", is what Nova said to Annihilus as he killed him at the end of the ''ComicBook/{{Annihilation}}'' event (only edited to reflect the past tense rather than the present).
363** Before battling him, M.O.D.O.K. refers to the Xandarian Worldmind, a sentient AI that leads of the Nova Corps. It resides inside Nova's body:
364--> '''M.O.D.O.K.:''' "I look forward to taking your Worldmind after I kill you."
365** His pose on the Character Select and Versus screens in ''[=UMvC3=]'' is based off of his pose seen on the cover of ''[[http://images.wikia.com/marveldatabase/images/9/93/Nova_Vol_4_1.jpg Nova Vol. 4 #1.]]''
366** His [[http://images.wikia.com/marvelvscapcom/images/2/27/Fd3192c71426c4a357efd2c661a4365d.png pose on the Victory screen]] is based off of his pose seen on the cover of ''[[http://images.wikia.com/marveldatabase/images/8/82/Nova_Vol_4_4.jpg Nova Vol. 4 #4.]]''
367** He makes several references to the New Warriors, a team he helped found in the early 1990s and even references one of his teammates, Speedball, by name.
368** Though possibly coincidental, Nova's ending featuring Mega Man might be a reference to one of his early villains with the same name.
369** After defeating Captain America, Nova will reference the ComicBook/SecretAvengers, which he was briefly in the original line-up of.
370* '''[[ComicBook/JeanGrey Phoenix]]''' has a mix of ComicBook/{{Psylocke}} and Rogue's movesets (sans the PowerCopying).
371** Her last-resort ''Level 5'' Resurrection Hyper 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''.
372** 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.
373** Her win quote against Akuma is a reference to both her Dark self and Akuma's Shin self/the Satsui no Hadou:
374--> ''"We're more alike than I'd like to admit."''
375** Before the battle begins, she asks Morrigan if she's a part of an organization introduced in ''ComicBook/TheDarkPhoenixSaga'' that's known for the skimpy outfits worn by its female members:
376--> "''Are you sure you're not with the Hellfire Club?''"
377** During her victory pose, she says that Morrigan reminds her of Selene, one of the X-Men's greatest enemies who used to be a member of the Hellfire Club:
378--> "''You remind me of Selene. Maybe that's why I didn't take it easy on you.''"
379* '''Phoenix Wright''' has three stances, based on ''Franchise/AceAttorney''; "Investigation Mode" and "Trial Mode" (sometimes called "Courtroom Mode" by the fans) references the two main modes of gameplay in his series, while "Turnabout Mode" references the ThemeNaming of the chapters in each game, as well as one of the main themes; Wright's ability to turn a situation on its head and change everyone's view of the case.
380** His alternate color schemes (which also give Maya and Missile different colors) include ones based on [[TheRival Miles Edgeworth]] (Maya's colors change to her sister, Mia Fey), [[SympatheticInspectorAntagonist Dick Gumshoe]] (Maya as Franziska von Karma), [[ButtMonkey Larry Butz]] (Maya as a Tres Bien waitress), Godot (Maya as Kay Faraday), and [[VideoGame/GhostTrick 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 the colors of Iris from her home game; she 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]]).
381** The evidence Phoenix Wright finds is based on evidence in the series, including common items in the series like a knife, an autopsy report, a cell phone and a photograph. Specific items include a broken vase (which may be the vase broken by Victor Kudo in case 3 of ''VisualNovel/PhoenixWrightAceAttorneyTrialsAndTribulations''), a watch (which may be the watch worn by Doug Swallow in case 1 of the aforementioned game), a bottle of [[FrothyMugsOfWater grape juice]] (Phoenix's favourite drink, at least in ''[[VisualNovel/ApolloJusticeAceAttorney Apollo Justice]]''), and a [[VideoGame/MegaManLegends Servbot]].
382*** He can also find a Steel Samurai statuette, similar to the one Edgeworth keeps in his office.
383** His Level 1 Hyper, Objection Overruled!, is a reference to a recurring nightmare that Phoenix Wright has in ''Justice For All''.
384*** Also, his Steel Samurai Maya Smelting Hyper Combo is named after the Steel Samurai, [[ShowWithinAShow a fictional character]] within the ''Ace Attorney'' series.
385** One of Wright's victory quotes is, "I don't like things getting thrown at me, but at least it's not hot coffee", a reference to Godot, who liked to throw his coffee at Phoenix when he was angry.
386** Wright's victory quote against Firebrand mentions a Demon Prosecutor, AKA Miles Edgeworth, his friend and rival.
387** 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.
388** His character theme is a remix of "Objection! 2001" from ''Phoenix Wright: Ace Attorney''. When he enters Turnabout Mode, [[ThemeMusicPowerUp his theme becomes a remix of "Investigation ~ Cornered"]], also from said game.
389** In a win quote after defeating Viper, he'll refer to Maya's [[BigEater enormous appetite]] when comparing her to Viper's daughter Lauren:
390--> "''Be grateful your kid's still young. Mine's constantly forcing me into bankruptcy over [[TrademarkFavoriteFood hamburgers!]]''"
391** His LauncherMove is a reference to his continuous sneezing due to being sick in "Episode 1: Turnabout Memories" of ''VisualNovel/PhoenixWrightAceAttorneyTrialsAndTribulations''.
392*** When you don the "Feenie" DLC costume for him, his facemask will fly off when he does said LauncherMove, as it does in his games.
393*** It could also be a reference to [[VideoGame/TatsunokoVsCapcom Hakushon Daimou's]] launcher.
394** His [[BananaPeel Slip-Up move]] doesn't reference anything from his series; instead, in references another [[FightingClown "fight without fighting"]] character Norimaro from ''VideoGame/MarvelSuperHeroesVsStreetFighter'' where he does the same thing.
395** Phoenix is the only character in the game where changing his voice's language affects his appearance; In English, his speech bubbles say "Objection!", "Hold It!" and "Take That!", and his DLC costume has a P on his sweater and W on his sneakers (In Japanese, it's R on the sweater with N on the sneakers, all referencing his [[DubNameChange original Japanese name]], '''Ryuichi Naruhodo'''). When you change his voice to Japanese, his speech bubbles instead respectively say "異議あり!" ("Igiari!"), "待った!" ("Matta!") and "くらえ!" ("Kurae!").
396* 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.
397** His [[http://www.deculture.es/wp-content/uploads/2011/11/RocketRaccoon_DLC.jpg DLC costume]] is a nod to [[ComicBook/RocketRaccoon1985 his 1985 mini-series]].
398** Upon beating Chris, Rocket declares, "That's for letting them mess up [[Franchise/ResidentEvil Raccoon City]], [[DidNotDoTheBloodyResearch ya wanker]]!"
399*** Similarly, RR's opening line against Wesker is "So, what's this I hear about a Raccoon City?"
400** His victory quote, "Never doubt a raccoon," is a direct quote from ''ComicBook/WarOfKings'' which Rocket Raccoon said after knocking out Gladiator.
401** His pre-battle quote against the Hulk is a reference to the cover of ''[[http://images.wikia.com/marveldatabase/images/e/e2/Incredible_Hulk_Vol_1_271.jpg Incredible Hulk Vol 1. #271:]]''
402--> "''Ya called me "puny" once, jade jaws. Didn't much care for that.''"
403** During his victory pose after defeating the Hulk, he refers to what took place in that comic:
404--> "''Let's KO some space clowns again sometime, mate. For ol' time's sake!''"
405** After defeating Deadpool, he refers to a RealLife zoo during his victory pose:
406--> "''And that's for saying you just saw my mother at the [[http://www.bronxzoo.com/ Bronx Zoo]]!''"
407** His win quote after defeating Deadpool refers to a classic Creator/{{Disney}} film:
408--> "''OK... so what did you mean I was a reject from the set of WesternAnimation/{{Bambi}}? What the hell's a Bambi?''"
409* All of '''Ryu'''[='=]s alternate color schemes are based on alternate colors from past ''Street Fighter'' games; one of these schemes is an [[SuperpoweredEvilSide Evil Ryu]] variant. In ''Ultimate'', he also gets an alt based off of his rival, Ken. His DLC costume is that of his appearance in [[VideoGame/StreetFighterI the original game]].
410** Speaking of Evil Ryu, Ryu's text quote upon beating either Phoenix or Wolverine alludes to the struggle with [[TheCorruption the Satsui]] [[TheDarkSide no Hadou]] he went through in both ''VideoGame/StreetFighterAlpha'' and ''VideoGame/StreetFighterIV''.
411** When placed opposite of Spider-Man, Ryu muses, "Spiders. I hate spiders." [[AllThereInTheManual 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.
412** His win-quote against Wolverine references [[VideoGame/StreetFighterII Vega]]:
413--> ''"And I thought facing someone with one claw was bad enough. You really put me to the test. Thank you."''
414** One of his new specials in ''Ultimate'' is the Hado Shoryuken, which was originally [[https://www.youtube.com/watch?v=iBN03TlHZjM a upgrade to the basic Shoryuken discovered and utilized by Ken in]] ''Anime/StreetFighterIIV''. His [[SuperMode Hado Kakusei]] is reminiscent of the Power of Nothingness, a power opposite of the Satsui no Hadou first seen in ''SFIV'' and its corresponding OVA, ''The Ties That Bind''; Gouken is the only one so far to have explicitly mastered it, but both Ryu and Ken tapped into over the course of ''The Ties That Bind''.
415** The other two specials Ryu picks up in ''Ultimate'', the [[StuffBlowingUp Baku Hadoken]] and the [[SpamAttack Ren Hadoken]], most likely [[AscendedGlitch reference]] the infamous ''Street Fighter II: Rainbow Edition'', a pirated hack of ''SFII'' featuring various bizarre additions to gameplay mechanics like the ability to transform from one character to another mid-round and projectiles that could be controlled manually, turn invisible if the player willed it, and travel much faster than usual.
416* '''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; [[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 ''VideoGame/XMenMutantApocalypse''. ''Ultimate'' gives him new schemes based off of Nimrod and the turquoise/grey Sentinel Mk V. His ''Ultimate'' pre-order DLC costume is based off of the magenta/purple Sentinel Mk VI.
417** The Mango Sentinel color itself is a recursive (but possibly unintentional) nod to the [[VideoGame/XMen1992 X-Men 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).
418** In ''Ultimate'', his bio mentions that his model number is [[VideoGame/XMenChildrenOfTheAtom COTA-94]].
419*** His model (COTA-94) design is based off of the [[http://marvel.wikia.com/Sentinel_Mk_V Sentinel Mk V]] model.
420** One of his ''Ultimate'' winquotes has him stating that his programming is evolving and becoming Bastion (a Sentinel born from the fusion of Master Mold and Nimrod who was blasted through a mystical, inter-dimensional gateway and given a human guise, not knowing of his true origins for a time). Unfortunately, his evolutionary process is halted by [[Franchise/{{Pokemon}} Capcom pressing B]].
421*** His winquote against Wolverine references Operation: Zero Tolerance, a storyline involving Sentinels that touched all the X-Men books in the mid-late 90s (the aforementioned Bastion was the mastermind behind said operation).
422* Fans has noticed '''She-Hulk''''s similarity to [[VideoGame/StreetFighterAlpha R. Mika's]] moveset with hint of [[VideoGame/StreetFighterII 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).
423** She has an alternate color scheme that makes her Lyra (the ''other'' She-Hulk) from the Frightful Four, a scheme that makes her Red She-Hulk, and a scheme based on her ''Ultimate'' appearance (Red and Ultimate She-Hulk are both different versions of Betty Ross, the former in Earth-616, the mainstream Marvel universe). For ''Ultimate'', she gets a color scheme based off Lyra to replace the dropped "Frightful Four" Lyra color, and gets others based off her ''Fantastic Four'' uniform and Gray She-Hulk. Her DLC costume Is her lawyer clothes.
424** She-Hulk mentions that she was compared to ''[[Franchise/AceAttorney Phoenix Wright]]'' as [[http://dl.dropbox.com/u/3011155/da/1297584648377.png one of her win quotes.]]
425** Shulkie and Hulk don't call themselves "Hulk!" or "She-Hulk!" when tagging... they call themselves "Bruce!" and "Jen!"
426** 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, and Deadpool was still a Liefeld character prior to his Joe Kelly reimagining.
427** After beating Iron Man, she refers to the events of the 80s ''ComicBook/ContestOfChampions1982'', where she lost her match-up against him.
428** For her standard grab, she'll pick up her opponent while giving the thumbs-up. This is a reference to the cover of ''[[http://images.wikia.com/marveldatabase/images/9/97/She-Hulk_Vol_1_2.jpg She-Hulk Vol. 1 #2.]]''
429** Her battle intro and Level 3 Hyper Combo Road Rage is a reference to an old RunningGag during the 80s where she had several incidents with cars:
430--> "''[[CarFu Sunday driver...]]''"
431* '''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.
432** His [[http://www.capcom-unity.com/brelston/go/gallery/item/136518001 DLC alt.]] is based on his one-time disciple, Quoggoth.
433** Shuma-Gorath's likeness to Franchise/{{Cthulhu|Mythos}} is more than just a coincidence--Shuma-Gorath was originally conceived by ''Franchise/ConanTheBarbarian'' creator Robert E. Howard as a reference in a Literature/{{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 RealLife, 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!
434* Whenever '''Spencer''' uses his bionic arm to grab enemies from afar, he shouts, [[Franchise/MortalKombat "Get over here!"]]
435** He has alternate color schemes based on Jane and the [=BioReign=] soldiers, both from ''VideoGame/BionicCommando2009''. For ''Ultimate'', he gets a [[http://www.capcom-unity.com/number6/blog/2011/09/30/umvc3_costume_inspiration_blog_-_spencer color scheme]] inspired by ''VideoGame/PN03''. His DLC costume is his appearance from ''Bionic Commando Rearmed''.
436** His character theme is a remix of the "Stage 2" theme from the arcade ''Bionic Commando''. It would later be known as the "Main Theme" of the ''Bionic Commando'' series. It's much better remembered as the theme of Areas 1, 4, 2[[note]]only for the beginning of the stage[[/note]], 3, and 7 in the NES game of the same name.
437** 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 standard grab (where he headbutts his opponent twice) may be a nod to a scene during the final battle of the 2009 game where he continuously headbutts Super Joe in the face.
438** After defeating him in the original ''[=MvC3=]'', Deadpool's win quote refers how he (Spencer) originally [[JumpPhysics wasn't able to jump]] in the [[Platform/NintendoEntertainmentSystem NES]] ''Bionic Commando'':
439--> '''Deadpool:''' ''"You were so much cooler without the dreads. But the game's easier since you can jump now."''
440** In addition, he refers to this inability to jump in a win quote after defeating Vergil:
441--> "''Rumors of me not being able to jump were exaggerated. You should adapt to your opponent if you wanna win.''"
442** One of his win quotes refers to Super Joe disgruntedly:
443--> ''"[[BrokenPedestal Super Joe?]] [[FaceHeelTurn The man's]] [[FallenHero a disgrace]]. Never mention his name around me again."''
444** When he activates X-Factor, he'll yell out "Adrenaline!" In the 2009 game, he was able to instantly defeat his enemies by using Adrenaline {{finishing move}}s when the Adrenaline Gauge was full. In the right hands, the same can be said about the X-Factor gameplay mechanic.
445* What does '''Spider-Man''' say as his pre-match quote? "[[ThemeSong Look out! Here comes the Spider-Man!]]"
446** One of his taunts is "Does what a spider can!", from another snippet from the 1960s cartoon opening.
447** He also makes a quip in one of his victory quotes about [[AnimalSuperheroes Peter Porker, the Spider-Ham]].
448--> ''[[InsultToRocks "I'm pretty sure even the spectacular Spider-Ham could beat you."]]''
449** 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.
450** His win quote against Felicia mentions ComicBook/BlackCat, who is also named Felicia and has a cat motif.
451** Spidey's win quote against Deadpool:
452--> ''"[[ComicStrip/DennisTheMenaceUS Hey Mister Willllson!]]... You suck."''
453** 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''.
454** Deadpool bites back with a pre-fight quote against Spidey in ''Ultimate'', referencing the ill-reviewed musical ''Theatre/SpiderManTurnOffTheDark''.
455--> ''[[TakeThat "Gonna rough you up like a Broadway musical!"]]''
456** If Deadpool wins, he uses another one:
457--> ''"Aw, that was too easy! Maybe it would have helped if you'd turned off the dark!"''
458** He calls Wesker by saying '''''[[WesternAnimation/AlvinAndTheChipmunks Aaaal]]'''[[WesternAnimation/AlvinAndTheChipmunks -bert!]]''
459** "With great power comes great responsibility"; a well known quote seen in several adaptations of Spider-Man has two variants in this game. One being a pre-battle quote for Spider-Man:
460--> ''"With great power comes a great beatdown."''
461** The other is seen during his victory pose after he defeats Wesker:
462--> ''"You've got great power, Albert... but you're not very responsible with it."''
463** Before battle and in a win quote, Frank says his real surname (unaware of his true identity) and mentions the Daily Bugle:
464--> '''Frank''' (''pre-battle''): "I'll show that Parker kid who's the better photographer!"
465--> '''Frank''' (''win quote''): "The Daily Bugle will pay top dollar for shots of a Spider-Man beatdown. Smile for the camera, Spidey!"
466** In a win quote after defeating [[MirrorMatch himself]], he refers to 2 different events in the comics:
467--> ''"Was that a [[ComicBook/TheCloneSaga clone me]] or a [[ComicBook/SecretInvasion2008 Skrull me]] I just beat? I can never tell the difference."''
468** He refers to a certain animal superhero team in a win quote after defeating Viewtiful Joe:
469--> ''"Being a carefree, fun-loving hero is all good, but you wouldn't even qualify for the ComicBook/PetAvengers."''
470** In full view, his [[http://img3.wikia.nocookie.net/__cb20120307185226/marvelvscapcom/images/6/64/S_spiderman00_bm_nomip_s_spiderman00_bm_nomipout.png pose on the Victory screen]] in ''[=UMvC3=]'' is a reference to his pose seen on the cover of ''[[http://img4.wikia.nocookie.net/__cb20051127171403/marveldatabase/images/e/e3/Marvel_Super_Heroes_Secret_Wars_Vol_1_1.jpg Marvel Super Heroes Secret Wars Vol. 1 #1.]]''
471* '''[[Characters/MarvelComicsStorm Storm]]''' has a white and gold-trimmed scheme (meant to reference her outfit from the 90s, used in both the [[WesternAnimation/XMenTheAnimatedSeries 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).
472** For ''Ultimate'', both her ''X-Treme'' schemes are dropped in exchange of [[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 90s retro blue/yellow ''X-Men'' costume and ''Mjolnir Storm'' look. Her pre-order DLC costume is her mohawk style appearance (her Morlock look).
473* '''Strider Hiryu''' retains his unique death animation from the previous ''Marvel vs. Capcom'', referencing his death animation in the original ''VideoGame/{{Strider}}''.
474** He has alternate color schemes based off [[VideoGame/RedEarth Kenji/Mukuro]], [[TheRival Strider Hien]] (from ''Strider 2''), [[VideoGame/StreetFighterIII Ibuki]], and [[VideoGame/FinalFight Guy]]. His ''Ultimate'' pre-order DLC costume is his lavender/scarf-less appearance from the arcade ''Strider''.
475** His character theme is a remix of "Raid!", the Stage 1 theme in the original ''Strider''.
476** 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).
477** His moveset is named after various legendary swords (i.e. Gram, Excalibur, Ame no Murakumo) and mythology in general (i.e. Legion, Ouroboros).
478* Before executing his Inferno Hyper, '''Super-Skrull''' says "[[ComicBook/SecretInvasion2008 He loves you.]]" This was removed in ''Ultimate'', as Kl'rt actually wasn't allied with the invading Skrull forces (in truth, he even fought with Nova ''against'' them).
479** 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''.
480--> (pre-battle, vs. Nova) ''"Once we stood as allies, But today you will be annihilated!"''
481** He also shouts "Come here!" for his Elastic Slam grab, possibly a nod to [[Franchise/MortalKombat Scorpion]].
482** 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 [[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 [[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''.
483** Before battle, both Nova and Galactus refer to Tarnax IV (the former homeworld of the Skrulls) being consumed by the latter. The event took place in ''Fantastic Four Vol. 1 #257'':
484--> '''Nova:''' "Act like jerks, your planet gets eaten. It's called karma, dude."
485--> '''Galactus:''' "I remember your homeworld. It was delicious."
486** After defeating any member of Avengers, he'll refer to the Fantastic Four. He also refers to them in a win quote after defeating Doctor Doom:
487--> (victory pose, vs. an Avenger) ''"Enough of these Avengers! Bring me the Fantastic Four!"''
488--> (win quote, vs. Doom) ''"I can see now why the Fantastic Four has defeated you so many times."''
489** His ending features a crowd that cheers for him, which includes [[VideoGame/StarGladiator Saturn, Prince and Bilstein]].
490* '''ComicBook/{{Taskmaster}}''' references Avengers members Hawkeye and ComicBook/{{Black Knight|Marvel Comics}} when he emulates their moves.
491** Taskmaster's alternate colors are based on [[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 [[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[=/=]''BlackKnight'' and ''Mr. Fear''. His DLC alt. is his UDON costume, complete with an energy shield
492** 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.
493** 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.
494** During his victory pose after defeating Hawkeye, he refers to a famous folk hero:
495--> "''Thanks for the archery lesson, Myth/WilliamTell.''"
496** One of his opening lines ("You are the ass-kickee. I am the ass-kickER!") was taken directly from a mid-2000's issue of ''Moon Knight'' in which Taskmaster delivers the same line to the title character.
497* '''[[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]]''.
498** His Mighty Spark move is identical to the Thunder Strike attack he did as an AssistCharacter in the first ''Marvel vs. Capcom''.
499** In his win quote against Firebrand, he wonders if he has any relation to Surtur.
500** His ''[=UMvC3=]'' [[http://images2.wikia.nocookie.net/__cb20110720192122/marvelvscapcom/images/0/0b/Thor.png artwork]] is based off of his pose seen on the cover of ''[[http://images1.wikia.nocookie.net/__cb20080308211541/marveldatabase/images/e/ed/Thor_Vol_3_6.jpg Thor Vol. 3 #6.]]''
501** In full view, his [[http://images.wikia.com/marvelvscapcom/images/4/4d/S_thor00_bm_nomip_s_thor00_bm_nomipout.png pose on the Victory screen]] in ''[=UMvC3=]'' is a reference to his pose seen on the cover of ''[[http://images1.wikia.nocookie.net/__cb20070705222215/marveldatabase/images/d/d1/Thor_Vol_3_1.jpg Thor Vol. 3 #1.]]''
502** His original ''[=MvC3=]'' [[http://images.wikia.com/marvelvscapcom/images/d/d5/Thor_MvsC3-FTW.PNG artwork]] is based off of his pose seen on the cover of the ''[[http://images.wikia.com/marveldatabase/images/d/d4/Official_Handbook_of_the_Marvel_Universe_A-Z_Vol_1_12.jpg Official Handbook of the Marvel Universe A-Z Vol 1. #12.]]''
503** Before battling any one of the Avengers (Cap, Iron Man, Hulk, Hawkeye, and [[MirrorMatch himself]]), he'll refer to ComicBook/{{Loki}}:
504--> ''"Surely wicked Loki is behind such an encounter..."''
505** Before battling Vergil, he's says that he sympathizes with Dante, knowing what it's like to have a wicked brother.
506** During his victory pose after defeating Vergil and in a win quote after defeating Morrigan, he refers to a certain goddess:
507--> (victory pose, vs. Vergil) "''May Hela have mercy on your soul.''"
508--> (win quote, vs. Morrigan) "''Should Hela, the Goddess of Death, ever need a replacement, thou wouldst make for a fine choice.''"
509** In a win quote, he'll say that the grand battle Ragnarok will take his life one day. Ghost Rider also refers to it before he battles Thor:
510--> '''Ghost Rider:''' "Forget Ragnarok. I'M your destruction."
511** Before battling Ghost Rider, he refers to the time they teamed up to fight the forces of Mephisto as seen in ''Thor Vol. 1 #430'':
512--> ''"We once allied our forces as allies, demon-spawn. Today, we meet in battle!"''
513* '''Trish''' has an alternate color scheme that gives her 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]].
514** Her character theme is a remix of "Lock & Load" from the first ''VideoGame/DevilMayCry1''.
515** ''Ultimate'' has Trish not only [[LampshadeHanging lampshading]] her intentional [[IdenticalStranger resemblance to Dante's mother Eva]] but mocking Dante's [[MemeticMutation infamous]] "I should have been the one to fill your dark soul with '''''[[https://www.youtube.com/watch?v=79ddOyvnh6o LIIIIIIIIIIIGHT!!!!!]]'''''" line from the first game.
516* '''Tron Bonne''' has alternate color schemes that gives her blond hair and a red outfit (based off Roll Caskett), one of her old ''[=MvC2=]'' schemes, and a scheme that paints her mechsuit to resemble a Servbot while Tron herself resembles the Mayor of Kattlelox Island. For ''Ultimate'', the "Servbot-Gustaff" color is dropped and other schemes based off Teisel Bonne, Bon Bonne, and her ''VideoGame/NamcoXCapcom'' look are included. Her DLC costume has the Gustaff modeled after a Servbot, as opposed to merely sharing its color scheme.
517** 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 ''VideoGame/MegaManLegends 2'' and ''The Misadventures of Tron Bonne''.[[note]]The 40 Servbots that are running to hit the opponent are apparently taking lunches from the 41st Servbot, i.e the one that always follows her during fights.[[/note]] It's also a reference to ''Mega Man Legends 2'', where [[spoiler: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.]]
518*** She also introduces the Sentinel[[spoiler:, now as Servbot #42,]] to Mega Man Volnutt by saying "[[Film/Scarface1983 Say hello to my little friend.]]"
519** Her character theme is a remix of "Flutter vs. Gesellschaft" from the first ''Mega Man Legends''.
520** She will say "Thanks for playing" after performing her Assist attack. This quote (or a variation which says "Thank you" instead of "Thanks") is seen after the end credits of many Capcom games.
521* '''Vergil''' retains his Rising Sun kick from ''Devil May Cry 3'' which behaves exactly like [[VideoGame/TheKingOfFighters Rugal Bernstein's]] Genocide Cutter.
522** He also can be seen as a SpiritualSuccessor of sorts to Silver Samurai (both are samurais) and Spiral (for his Spiral Swords Hyper), both coming from previous ''[=MvC=]'' games.
523** His alts. are based off of [[VideoGame/DevilMayCry4 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.
524** Several of Vergil's quotes are directly lifted word-for-word from ''3''.
525** His character theme is a remix of "Vergil Battle 2," his second boss theme in ''Devil May Cry 3''.
526** His Level 3 hyper, "Dark Angel", plays off the name of his corrupted alter ego, Nelo Angelo (meaning Black[[note]]It should be "Nero", but due to Japan's R and L problems the name came off wrong[[/note]] Angel).
527* '''Viewtiful Joe''' has alternate color schemes based on Captain Blue Jr. and the Dark Emperor (the BigBad of ''Viewtiful Joe 2'' and [[spoiler:Joe's father Jet Black [[note]]the black costume is the Dark Emperor's normal look, while the white costume is his [[BossSubtitles "Dark Hero, Jet Black"]] [[LightIsNotGood look]] from the FinalBoss battle]][[/note]]). For ''Ultimate'', he gets [[http://www.capcom-unity.com/number6/blog/2011/09/16/umvc3_costume_inspiration_blog_-_viewtiful_joe color schemes]] based on [[ActionGirl Sexy]] [[BattleCouple Silvia]] and his [[WorthyOpponent longtime]] [[TheRival rival]], [[BossSubtitles Blade Master]] [[NobleDemon Alastor]]. His DLC costume is regular, untransformed Joe, as well as Silvia in his Desperado Hyper.
528** His Groovy Uppercut move is technically new, but its basis is the "Zoom + Jump" effect from his second game.
529** His character theme is a remix of "Joe The Hero" from the first ''VideoGame/ViewtifulJoe''. This was also his ''Tatsunoko vs. Capcom'' theme.
530** The game's credit sequence shows Joe trying on outfits inspired by the Marvel superheroes.
531** One of Viewtiful Joe's Hyper Combo has him [[Anime/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 God Hand'') may be a nod to fellow Clover Studios game ''VideoGame/GodHand''.
532** [[spoiler:Captain Blue, Alastor, Mojo, and Spiral]] appear in his ending, a MythologyGag towards to his fanboyism of Captain Blue as he's introduced in his own series.
533* '''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 ComicBook/{{Gambit|MarvelComics}} (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}}''.
534** His character theme is a remix of "Wind of Madness," his boss theme in ''VideoGame/ResidentEvil5''.
535** His Level 3 Hyper is called Lost in Nightmares (a ''Resident Evil 5'' [[DownloadableContent DLC]] mission set before the events of the game; the Spencer Mansion incident with Wesker, as seen in {{flashback}}s 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), crouching heavy (an unnamed reverse sweep), and launcher attacks (Tiger Uppercut) are taken straight from his melee attacks in ''Resident Evil 5'', with his standing heavy being a butterfly kick he sometimes uses to dodge the player's gunfire. The Cobra Strike and Ghost Butterfly specials also reference this (though the former originated in The Mercenaries from ''[=RE4=]'', simply known there as "Thrust Punch"), as do his front/back throw and command grab (respectively Windfall and Mustang Kick, the first of which was his Chikyo Chagi in ''[=RE4=]'').
536** His Jaguar Dash and Jaguar Kick are also taken from the fifth game (though Jaguar Kick [[https://www.youtube.com/watch?v=1cI-5hFX5vs#t=52s is a different move entirely in]] ''[=RE5=]'')--specifically, the [[PressXToNotDie 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. When playable in The Mercenaries, Wesker has free access to these moves (although Jaguar Dash can be maintained almost infinitely and [[CastFromHitPoints at the cost of Wesker's life]], something that doesn't hold true here).
537** 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.
538** His ending [[spoiler:features him [[ComicBook/MarvelZombies capturing the Marvel heroes and using them as test subjects for his Uroboros project]]]].
539** Wesker has two attacks, the aforementioned Jaguar Kick and Tiger Uppercut, named after Adon and Sagat, respectively, from the ''Street Fighter'' series.
540** One of his opening lines is "This seems fair, three... on three?", a reference to ''[=RE5=]'', where Chris and Sheva face off against Wesker and Jill (his line there was "I think the odds are fair, two on two").
541** One of his winquotes references his infamous '''COMPLETE GLOBAL SATURATION''' line from ''[=RE5=]''.
542--> ''If you will excuse me, I have a world to saturate.''
543** On tagging in, he also references another of his memetic lines by saying "I'll play with you."
544** 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.
545* '''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'' [[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 ''VideoGame/MarvelSuperHeroesWarOfTheGems'' and his ''Wolverine: Enemy of the State'' look. His DLC costume is his Weapon X appearance.
546** One of his intro one-liners is "I'm the best at what I do", a nod to a CatchPhrase instated during Creator/ChrisClaremont's run with the ''X-Men'' comics.
547** 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 comic book appearance (as an enemy of Hulk, no less).
548** One of his victory quotes toward the Hulk mentions how both of them are monsters, a line the Hulk himself said to him in ''ComicBook/TheInfinityGauntlet''.
549** When facing with Frank West, he'll mutter that he "and guys [[ComicBook/ThePunisher named Frank]]" don't get along so well.
550* One of '''X-23'''[='=]s attacks makes her a good replacement for [[VideoGame/StreetFighterII Cammy]].
551** She has alternate color schemes based on her New X-Men outfit, her ComicBook/CaptainUniverse outfit, and (in the case of the striped tanktop scheme) the cover of the first issue of her ongoing comic. For ''Ultimate'', [[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 ''WesternAnimation/XMenEvolution'' debut appearance.
552** In tone with Wolvie's CatchPhrase, she has a similar one saying "I'm the second best at what I do."
553*** Her ending takes it a step further, by having her ask Wolverine to hand over the title of "best at what I do" as she stands over the defeated Galactus. He concedes, as long as she gets the big purple guy off the lawn of the Xavier Institute.
554** In a win quote after defeating her, she wonders if Amaterasu has any relations to [[WolfMan Wolfsbane]] from the ''ComicBook/NewMutants'', a {{Mutant|s}} who can transform herself into a wolf [[VoluntaryShapeshifting at will]].
555** Her original ''[=MvC3=]'' [[http://images.wikia.com/marvelvscapcom/images/b/ba/X-23_MvsC3-FTW.PNG artwork]] is based off of her pose seen on the variant cover of ''[[http://images.wikia.com/marveldatabase/images/a/a2/X-23_Target_X_Vol_1_1_Variant_Top_Cow.jpg X-23: Target X Vol. 1 #1.]]''
556** Her [[http://images.wikia.com/marvelvscapcom/images/f/f0/A9c6c6c76a46c042f9bcb9e93ebdd320.png pose on the Victory screen]] in ''[=UMvC3=]'' is a reference to her pose seen on the cover of ''[[http://images.wikia.com/marveldatabase/images/3/38/X-23_Vol_3_1.jpg X-23 Vol. 3 #1.]]''
557* When '''Zero''' is K.O.ed, he--much like Mega Man and Roll in ''[=MvC2=]''--disperses into orbs of light.
558** He also gains a modified version of Raikosen from ''X8''.
559*** Because of this, he now has one attack from ''every'' main series game he has been playable in. (See his section for ''Tatsunoko vs. Capcom'' for more details.)
560** His Level 3 Hyper is the [[OneHitKill infamous]] Genmurei ([[CallingYourAttacks yelled here as]] "Genmu Zero!") from the equally-infamous X vs. Zero battle from ''VideoGame/MegaManX5''. This also doubles as a BilingualBonus, as Genmurei literally translates to "Illusion '''[[MeaningfulName Zero]]'''."
561** Zero briefly gains [[SuperpoweredEvilSide Awakening Zero's]] crimson BattleAura during said Hyper. Zero in his X-Factor mode can be also seen as a nod to Maverick Zero from ''X5''.
562** His alternate color schemes are based on [[VideoGame/MegaManX X, Axl]], and [[VideoGame/MegaManClassic his "big brother" Bass]]. For ''Ultimate'', he loses his X scheme for another one based off X's first Armor, and gets two schemes based off Vile and his ''VideoGame/MegaManZero'' design. His DLC costume is X.
563** His character theme is a remix of his boss theme from ''VideoGame/MegaManX2''.
564** A very subtle one comes from the color of his Z-Saber during Genmurei. Zero's Z-Saber can obtain a power-up [[PowerCopying from one of the Mavericks]] (or, in the case of in ''X5'' and ''X6'', from [[EliteTweak power-up parts]]) in several games, allowing him to deflect projectiles. (The only exception was ''X7'', where he had this augment from the start.) In ''X8'', beating Earthrock Trilobyte earns you the technique Rekkyoudan, which gives the Z-Saber a yellowish-orange glow. During his Level 3, the Z-Saber exhibits both of these properties.
565** In his ending, [[spoiler:Zero also mistakes Silver Surfer's addressing of ''VideoGame/MegaManZero'' (as in the series, not Zero himself) as the title the Surfer gives him and [[IAmNotShazam quickly corrects him on it]].]] This was one of the ''many'' problems found in a manga adaptation of ''Mega Man Zero''.
566** In a win quote after defeating Tron, he refers to the Servbots as "Reploid-wannabes servants." Reploids are the RidiculouslyHumanRobots seen throughout the ''Mega Man X'' series.
567[[/folder]]
568
569[[folder:''Marvel vs. Capcom: Infinite'']]
570* '''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.
571** His Wave 1 DLC costume is the Fallen Angel Armor from ''Ultimate Ghosts 'n Goblins''.
572* '''ComicBook/BlackPanther'''[='=]s Wave 1 DLC costume is called "Divine Armor", and is based off of the Thrice-Blessed Armor from his 2005 series.
573** Pit him against a female fighter, and he'll compare them pre-battle to his wife ComicBook/{{Storm|MarvelComics}}; thanks to [[ScrewedByTheLawyers Ike Perlmutter's ban on mutants in adaptations]], this qualifies as the ''sole'' reference to the X-Men in the ''entire game!''
574--> "You remind me of my Queen, she too is a beautiful warrior."
575** Another of his quotes is taken directly from the ''ComicBook/SecretInvasion2008'' tie-in to his series:
576-->"I have trained my entire life to face the unknown."
577* '''ComicBook/BlackWidow''' having a projectile that pulls her opponent in closer upon contact is a nod to her namesake from ''VideoGame/SaturdayNightSlamMasters''.
578** Her Wave 1 DLC costume is her "Cosmonaut Costume" from the cover of Black Widow: Deadly Origin Vol 1 #4 by Adi Granov. Her default outfit is based on her costume from ''Film/AvengersAgeOfUltron'', right down to the TRONLines and electric batons.
579** One of her pre-fight quotes is a paraphrased version of her "I'm always picking up after you boys" line, also from ''Age of Ultron''.
580* One of '''Captain America'''[='=]s taunt quotes is "[[Film/CaptainAmericaTheFirstAvenger I could do]] [[Film/CaptainAmericaCivilWar this all day.]]" [[note]]The only difference being that he used 'can' instead of 'could' in these two movies.[[/note]]
581** One of his colors for his default costume is green and gold ComicBook/{{HYDRA}} colors (which also appeared in previous Marvel vs Capcom games, the association only coming later), which means players can finally knock HYDRA Cap on his ass for what he did in ''ComicBook/SecretEmpire''!
582** His Wave 1 DLC costume is his gladiator counterpart from the ''ComicBook/SecretWars2015'' Planet Hulk miniseries.
583* '''[[ComicBook/MsMarvel Captain Marvel]]''':
584** One of her alternate color schemes for her default costume is that of the original ComicBook/{{Captain Marvel|MarvelComics}}.
585** Her Wave 1 DLC costume is her classic Ms. Marvel uniform, and her Wave 2 DLC costume is "Major Carol Danvers," a nod to the cover of ''Captain Marvel'' #10 by Joe Quinones.
586* '''Chris''' is the only Capcom character returning from ''[=UMvC3=]'' to have a different character theme. It is now a remix of "Assault Fire", a theme that plays in The Mercenaries mode in ''VideoGame/ResidentEvil5''.
587** His Wave 1 DLC costume is his unlockable outfit from the original [=PS1=] release of ''VideoGame/ResidentEvil1''.
588* '''Chun-Li'''[='=]s Wave 1 DLC costume with the white shirt and dark vest is based on the outfit she wore in her ''VideoGame/StreetFighterII'' ending.
589* '''Dante'''[='=]s Wave 1 DLC costume is his ''VideoGame/DMCDevilMayCry'' 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.
590* '''Doctor Strange'''[='=]s Wave 1 DLC costume is his Illuminati outfit from ''ComicBook/NewAvengers''.
591* '''Dormammu'''[='=]s Wave 1 DLC costume is his DemonicPossession of ComicBook/TheHood's body during ''ComicBook/DarkReign''.
592** When he performs Stalking Flare, he shouts "Floating Bomb", which was his [[DevelopmentGag pre-release]] quote for the same hyper back in the third game before it was changed into "I summon the power" for the final release.
593* '''Frank West''' once again quotes his infamous "I've covered wars, you know" line from ''VideoGame/DeadRising'' when Chris Redfield refuses to allow him to tag along.
594** Frank West once again wishes to win the Pulizer Prize. After the Willamette Incident, Frank wrote a book that actually won said prize.
595** While escaping from the A.I.M.BRELLA faciliy, the camera focuses on Frank as he is running before being blown away by an explosion, much like in the first game.
596* '''Firebrand''' is given a new Tornado move which is based on one of his unlockable skills in ''VideoGame/GargoylesQuest II'' and ''Demon's Crest''.
597** His new Lv. 3 Hyper Combo, "Red Blaze", is named after the character's nickname in his own series.
598** His alternate color schemes for his default costume are inspired by his Aerial Gargoyle, Ground Gargoyle and Tidal Gargoyle forms in ''Demon's Crest''. His Wave 1 DLC costume is his Ultimate Gargoyle form.
599* '''ComicBook/{{Gamora}}'''[='=]s Wave 1 DLC costume is a slightly less {{Stripperific}} version of her ''ComicBook/{{Annihilation}}''-era outfit.
600* '''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/GhostRider2007 the first Nicolas Cage movie]].
601* '''Haggar''' gains a new move in which he uses an oil drum as either an impromptu defense or projectile. Oil drums are a common sight in ''VideoGame/FinalFight'' as they hold items. While they can't be picked up in the original game, the way Haggar holds the oil drum in front of him and moves with it is identical to his mook grab animation in game.
602** As another nod to ''Final Fight'', there's a random chance Haggar takes out a glowing drum, which means it will drop an item from ''Final Fight'' upon destruction which will restore life or HC gauge when picked up.
603** One of his intro quotes is "I'm gonna crush you like a bug you are!", which is close to Galactus' defeat quote in the third game.
604* '''Hawkeye'''[='=]s Wave 1 DLC costume is {{ComicBook/Ultimate|Marvel}} Hawkeye's costume from ''ComicBook/TheUltimates 3''.
605* '''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''.
606** Hulk calls Chris "Rock puncher" when tagging him in, nodding to the infamous scene in ''VideoGame/ResidentEvil5'' where Chris does exactly that.
607** Two of the Hulk's alternate colors make him look like the Gray Hulk/Joe Fixit and the original ComicBook/RedHulk.
608* '''Iron Man''':
609** 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.
610** His Wave 1 DLC costume is [[ComicBook/{{Axis}} his Superior Iron Man armor]].
611** He calls Spider-Man [[Film/CaptainAmericaCivilWar "Underoos"]] when tagging him in.
612** Some of his win texts are nods to other works he's in:
613-->"Stark Industries' [[Film/IronMan billionaire playboy philanthropist]]. What more do you need to know?"
614-->"[[Videogame/MarvelSuperHeroes Superior tech]]. It's what I do."
615* During '''Jedah'''[='s=] Lv. 3 Hyper Combo, "Sigillo del Servo", the "Insert Coin" sound effect for the arcade game ''[[VideoGame/{{Darkstalkers}} Vampire Savior: The Lord of Vampire]]'' can be heard the moment his opponent is slapped on the contract.
616** His character theme is a remix of the theme of the Fetus of God, his personal stage in ''Vampire Savior''.
617* '''Mega Man X'''[='s=] taunt has him performing the Hadoken motion, nodding to the fact that he could learn the technique in his [[VideoGame/MegaManX1 debut appearance]]. When performed with the Armor equipped, the taunts throws out a point-blank-range Hadouken; [[ActorAllusion keep in mind that X's voice actor Ted Sroka previously voiced Dan Hibiki...]]
618** Additionally, X can cancel his X-Buster shot into a low slide kick just like [[VideoGame/MegaManClassic his predecessor's]].
619** 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/SuperSmashBrosForNintendo3DSAndWiiU''.
620** On that note, X's fighting style is a composite of his predecessor's ''[=MvC=]'' and ''Smash Bros.'' incarnations. While both interpretations have a key reliance on the Mega Buster, ''[=MvC=]'' Mega Man primarily used fisticuffs far beyond his canon skills in the main games, with only three Robot Master weapons at his disposal of which he could only equip one at a time with Eddie's help; ''Smash'' Mega Man barrages the opposition with a flurry of different Robot Master weapons used simultaneously, with his only two hand-to-hand non-weapon attacks being physical skills he has actually demonstrated in previous main games.\
621\
622X, as a worthy successor is wont to do, is the best of both worlds as he deploys both fisticuffs far beyond his canon skills in the main games and a flurry of four Maverick weapons used simultaneously: Boomer Kuwanger's Boomerang Cutter (''VideoGame/MegaManX1''; it can drag opponents towards X on its return arc, a nod to the weapon in the source game being able to pick up distant items), Overdrive Ostrich's Sonic Slicer (''VideoGame/MegaManX2''), Blizzard Buffalo's Frost Shield (''VideoGame/MegaManX3'', completely reinterpreted in this game as a projectile that goes diagonally upwards then flies to the ground at a diagonal angle) and Magma Dragoon's Rising Fire (''VideoGame/MegaManX4'').
623*** X's alternate color schemes for his default costume are his color schemes when using Boomerang Cutter, Rising Fire or Sonic Slicer in their original games. This too harkens back to Mega Man's ''Smash Bros.'' appearance, where his color schemes were exclusively those of weapons that are part of his ''Smash Bros.'' moveset.
624** X's Lv. 3 Hyper Combo, "Ultimate Strike", has him donning his Ultimate Armor from ''VideoGame/MegaManX4'' and performing the Nova Strike and then raising his buster and shooting a beam straight upwards at the enemy. The latter part is based on the [[http://megaman.wikia.com/wiki/Ultimate_Armor armor's official art]].
625** His character theme is a remix of Central Highway, the [[Level1MusicRepresents opening stage]] of ''X1''.
626** X's Wave 1 DLC costume is his TruForce toy design, while his Wave 2 DLC costume is his appearance from ''VideoGame/MegaManXCommandMission''. Its alternate color schemes are based on fellow ''Command Mission'' party members Marino, Cinnamon and Spider.
627** When X uses an Infinity Storm, he exclaims "For the [[VideoGame/MarvelVsCapcom3 fate of two worlds!]]"
628** During X's battle against Zero on Knowmoon in Story Mode, a remix of "X vs. Zero" from ''VideoGame/MegaManX5'' can be heard in the background.
629* Many aspects of '''VideoGame/MonsterHunter'''[='=]s design as a character are accurate references to her series. Visually, her weapons are actual weapons in the games and her default armor is actually Rathalos armor (and the second variant is a nod to a subspecies, the Azure Rathalos).
630** Gameplay-wise, the weapon explosion in one of her moves is a nod to ''Tri''[='=]s [[GameBreaker infamous]] slime element, her being ImmuneToFlinching during the Greatsword charge is a CallForward to ''World'', her ground-based Dual Blade super is based on a move from the series, and even the dive at the end of her Level 3 is the dive move from the game. All things considered, either the devs heavily consulted the ''Monster Hunter'' team, or someone among the devs is a massive fan.
631** Her Wave 1 DLC costume is the famous midriff-baring Kirin armor from her home series.
632** Her character theme is an electronic remix of "Proof of a Hero," the main theme of her home series.
633** Her acting as Black Panther's bodyguard is a nod to the Dora Milaje, the group of female warriors who serve the Panther in the comics.
634** She notes the Dah'ren Mohran, turned Maverick by Sigma Virus infection, as being "in a frenzy," a nod to the Frenzy Virus, a virus in the world of ''Monster Hunter'' that turns monsters irrationally violent not unlike what the Sigma Virus does to Reploids.
635* '''Morrigan'''[='=]s Wave 1 DLC costume is based on [[https://www.fightersgeneration.com/characters2/morri-bats2.gif one of her classic winposes]] with an additional ponytail.
636* Strangely enough, one of '''Nemesis'''[='=] victory quotes is him quoting ''Creator/StanLee'', by saying "Urrrghselllghriorrr..."[[note]]That is, "Excelsior".[[/note]]
637** His Wave 1 DLC costume has him wearing [[VideoGame/ResidentEvil2 Mr. X]]'s leather coat.
638* '''Rocket Raccoon''' quips when using his Level 3 Hyper Combo attack with Groot: "[[Film/GuardiansOfTheGalaxy2014 Ain't nothing like me, 'cept me!]]"
639** His Wave 1 DLC costume is his outfit from Creator/BrianBendis' ''Guardians of the Galaxy'' relaunch.
640* '''Ryu'''[='s=] Wave 1 DLC costume is simply a WalkingShirtlessScene, which he has previously demonstrated in ''Street Fighter IV'', while his Wave 2 DLC costume is his Evil Ryu persona, but the design appears to take inspiration from the aesthetics in ''VideoGame/AsurasWrath'', where Evil Ryu appeared as a boss in a DLC chapter.
641** When Ryu has 20% of his health or below, the animation of his Lv. 3 Hyper Combo, "Shin Shoryuken", changes and references both the [[DangerousForbiddenTechnique Satsui no Hado]] and the [[EleventhHourSuperpower Power of Nothingness]]. He struggles with the former throughout the series since ''[[VideoGame/StreetFighterAlpha Street Fighter Alpha 2]]'' which can transform him into the aforementioned Evil Ryu and the latter is a good counterpart power that he first used in the Cinematic Story Mode of ''VideoGame/StreetFighterV'' "A Shadow Falls".
642** All of Ryu's alternate color schemes for his default costume hail from past iterations of ''Street Fighter II''.
643** One of his pre-battle quotes when fighting X has him mention X's potential to use the Hadou, as detailled in X's section above.
644* '''Sigma'''[='=]s moveset takes cues from several of his boss fights in his home series.
645** His DashAttack is clearly based on his dash attack from ''X1''. Likewise, his Overload Laser has him firing a laser from the PowerCrystal on his forehead much like in the first game.
646** His Arc Divide and Straight Divide have him creating dimensional rifts in space, an attack used by Sigma's first form in ''X6'', although there he did it with his bare hands.
647** His Reflector Magnum has him fire missiles that ricochet across the screen, his Doom Buster Hyper Combo has him charging up and throwing a large fireball, his Raw Divide Hyper Combo has him wildly swinging his LaserBlade, and his Blazing Line Hyper Combo has him fire a sweeping laser beam that leaves a trail of explosions. All of these attacks were used by Copy Sigma and Belial Sigma in ''X8'' (although the Doom Buster here isn't as humongous as in his source game).
648** While his Final Sigma Hyper Combo is original to this game, its visuals are also reflective of his home series. The green digital background combined with the premise of a team mobbing up on a victim call to mind [[LimitBreak the Double Attack gameplay mechanic]] in ''X8'' while the wireframe Sigmas are reminiscent of the depiction of the Sigma Virus as a giant wireframe Sigma head in ''X2'' and ''X3''.
649** His character theme is a dubstep remix of the theme of his Neo Sigma body in ''X2''.
650** His Wave 1 DLC costume is his first form white body from ''VideoGame/MegaManX5''. Its red-and-black alternate color scheme is based on his Sigma-1 and Sigma-2 bodies in ''ComicBook/SonicTheHedgehogMegaManWorldsUnite'', themselves inspired by Creator/{{Sega}}'s ''VideoGame/SonicLostWorld'' baddie Zavok whom Sigma personally enthralled into one of his Mavericks during the event; its torso plate is colored so as to clearly evoke the appearance of a face unlike the other three colors, recalling Sigma-2's torso bearing Zavok's face.
651* '''Spencer''' has a new move in which he chucks a hand grenade just like in ''VideoGame/BionicCommando2009''. Similary, his new Lv. 3 Hyper Combo "Coup de Grace" (where he shoves a grenade in the downed opponent's mouth) is wholly inspired by the cutscene that plays after beating Groeder in the same game.
652** His Wave 1 DLC costume is Groeder's ''Bionic Commando Rearmed'' uniform.
653* '''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.
654** His Wave 1 DLC costume is the ComicBook/SuperiorSpiderMan2013 suit. The alternate color schemes for that suit are based on ComicBook/SpiderGwen, Superior Venom and the Iron Spider suit.
655** One of Spider-Man's taunt quotes is "Can you [[WesternAnimation/SpiderMan1967 do whatever a spider can?]]"
656** Spider-Man's appearance when taken over by the symbiote in Story Mode resembles his look in [[Film/SpiderMan3 the third Sam Raimi movie]].
657** The violins which play during the opening of his new theme call to mind his Creator/DannyElfman {{Leitmotif}} from, once again, the Raimi movies.
658** The pose he strikes when activating an Infinity Storm on the ground is the same one he does when using an Infinity Gem in ''Marvel Super Heroes'', all the more notable as that out of all the characters who have appeared there and in this game[[note]]Iron Man, Captain America, Hulk and Thanos in addition to Spidey[[/note]], he is the only one who kept that specific pose.
659** A couple of his intro quotes.
660-->"[[WesternAnimation/SpiderManAndHisAmazingFriends Spider-Man and his amazing friend]], reporting for duty!"
661-->"Introducing the [[ComicBook/WebWarriors Web]] [[WesternAnimation/UltimateSpiderMan2012 Warriors!]] Eh... still gotta work on that name."
662* '''Strider Hiryu''' gains a new Hyper Combo influenced by the Savage Slash (or Midare-Giri), his BladeSpam move introduced in ''[[VideoGame/{{Strider}} Strider 2]]''.
663** His Wave 1 DLC costume is Strider Hien, a traitor Strider and his rival from ''Strider 2''.
664* One of '''ComicBook/{{Thanos}}'''[='=] pre-battle quotes is "[[Film/AvengersAgeOfUltron Fine, I'll do it myself.]]"
665** His DLC costume is his Samaritan outfit from his 2003-2004 solo series.
666* '''Thor'''[='=]s Wave 1 DLC costume is {{ComicBook/Ultimate|Marvel}} Thor, while his "Warrior Thor" Wave 2 DLC costume is a double ShoutOut of sorts. The short hair and beard are nods to ''Film/ThorRagnarok'', while the shirtless design is taken from Creator/WarrenEllis' famous "World Engine" story arc.
667* '''Venom''''s Wave 1 DLC costume is Anti-Venom.
668** 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.
669* '''[[ComicBook/BuckyBarnes Winter Soldier]]''' can hold up his metal arm to block projectiles, similar to a maneuver he performed in ''Film/CaptainAmericaTheWinterSoldier'' and ''Film/CaptainAmericaCivilWar''.
670** His Level 3 is also named Unyielding Justice like Cap's. It could be a subtle nod to how Bucky took over the role of Captain America from Steve in the comics.
671** If Cap is his active partner when his Level 3 hits, the animation is changed to have both Steve and Bucky attack at once. Part of that combo involves Cap tossing his shield to the Winter Soldier as part of their NoHoldsBarredBeatdown, much like their battle against Iron Man at the end of ''Civil War''.
672* '''Zero''' has his move repertoire even more bloated than before. Besides getting a new Hyper Combo in the form of the Raijinshou from ''VideoGame/MegaManX7'' and a new normal in the form of Youdantotsu from ''[[VideoGame/MegaManX8 X8]]'', now charging up his Z-Buster and releasing during one of his Specials turns said move into another different move, all coming from ''Mega Man X'' games. Oddly enough, this ability resembles X's Special Weapon charge ability from the ''X'' series, which couldn't be used by Zero in the original games... and ironically can't be used by X in ''this'' game.
673** Releasing during Hadangeki makes Zero perform the multi-directional shot Rakuhouha from ''X4''.
674** Releasing during Raikosen makes Zero do the C-Sword from ''X5'', spinning in place in the air with a large yellow edge. The "spinning in place in the air" bit is culled from Rasetsusen in ''X8'', for the original C-Sword in the source material was literally just a renamed Kuuenzan from ''X4''[[note]]a moveset upgrade that permanently changes his jumping slash into a spinning slash[[/note]] (already part of his moveset here since ''Tatsunoko vs. Capcom''), with only an additional sprite over his sword trail to differentiate it what with the recycled sprites.
675** Releasing during the fire-based Ryuuenjin makes Zero do the Hyoretsuzan from ''X4'', coming back down with an ice sword.
676** Releasing during Setsuizan makes Zero perform the F-Splasher from ''X5'', dashing in mid-air with an ice shield in front.
677** His alternate color schemes are based on his [[InfinityPlusOneSword Black Armor]], his X Form in ''VideoGame/MegaManZero 2'' and the Nightmare Zero in ''VideoGame/MegaManX6''. Incidentally, this hews extremely close to the selection of color schemes for his ''Tatsunoko vs. Capcom'' self (see below).
678** His Wave 1 DLC costume is an original take on Zero based on X's [=TruForce=] appearance.
679* All the attacks '''Grandmaster Meio''' performs in the Story Mode are taken from his boss battle in the 2014 ''Strider'' game.
680** One of his voiced lines is "Die, children of the old gods!", which was adapted from his most memorable phrase in the Arcade original: "All Sons of Old Gods, Die!"
681* 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.
682* Final boss '''Ultron-Omega''' has traits of the final giant body Sigma used in ''VideoGame/MegaManX5'', primarily using the same giant rocket-propelled hands.
683** His character theme is an orchestral remix of the theme of Sigma's Neo Sigma body in ''X2'', fused with the theme of Sigma 1st, from ''X6''
684* Infinity Stones:
685** Activating the Infinity Storm mechanic while using the Space Stone will trap the opposing character in a glowing blue box that looks like the Cosmic Cube. This is a nod to the Space Stone and Cosmic Cube being [[CompositeCharacter one and the same]] in the [[Franchise/MarvelCinematicUniverse movies]].
686** The Reality Stone's Infinity Storm causes random attacks to occur out of nowhere, similar to how it acted in ''VideoGame/MarvelSuperHeroes''. For the most part, many of the Stones' effects (either normally or in a Storm) are reminiscent of how they acted as gems back in ''Marvel Super Heroes''.
687** The Soul Stone's color is orange, which is also its color in the Marvel Cinematic Universe. However, if you hit an opponent with its Infinity Surge, waves of green energy can be seen briefly swirling around the user. Green is the original color of the Soul Stone or rather, Soul Gem, not only in the comics, but also in the game ''Marvel Super Heroes'' as well.
688*** The Soul Infinity Storm allows the user to control both of their characters at the same time just the same way as how the Duo Team Attack from ''VideoGame/MarvelVsCapcomClashOfSuperHeroes'' worked.
689* 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.
690* In the Sigma's Lab stage, there's a device that looks somewhat like the Unity Engine - the device that Sigma uses to merge the ''ComicBook/SonicTheHedgehogArchieComics'' and ''ComicBook/MegaManArchieComics'' worlds in the ''ComicBook/SonicTheHedgehogMegaManWorldsUnite'' plot.
691[[/folder]]
692
693[[folder:''Capcom vs. SNK: Millennium Fight 2000'' and ''Capcom vs. SNK 2: Mark of the Millennium'']]
694* 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 ''Film/TwoThousandOneASpaceOdyssey''.
695** When you select a groove, he pipes in with "Great! I knew that groove was in your heart!" This references the Deee-Lite hit "Groove Is In The Heart."
696** When starting a round, one of his random quotes is "[[Literature/LiveAndLetDie Live and]] [[Film/LiveAndLetDie Let Die!]]"
697* Some of '''[[VideoGame/TheKingOfFighters Benimaru]]''''s special attacks (Genei Hurricane, Handou Sandangeri and Shinkuu Katategoma) are references to [[Creator/TatsunokoProduction Hurricane Polimar's]] special attacks. Funny how both faced Capcom characters.
698* 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 ''KOF [='94=]'' to ''[='98=]''.
699* '''Ryo''' and '''Ryu''''s special intro is also reminiscent of how fighters in the ''VideoGame/ArtOfFighting'' series, after briefly conversing, would jump away from each other to start the fight.
700* One of '''Joe Higashi''''s winquotes is "[[Music/PhilCollins I can feel it coming in the air tonight...]]"
701** Another is "[[Music/BigPun I'm not a player! I just win a lot!]]"
702* 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/{{Street Fighter|I}}'' should you lose a match.
703** Speaking of the original ''Street Fighter'' game, the way Sagat's head is drawn as seen in his [[http://images3.wikia.nocookie.net/__cb20080507051226/streetfighter/images/e/e6/SagatArt3.jpg Capcom Groove artwork]] is a reference to his [[http://images3.wikia.nocookie.net/__cb20120224101109/streetfighter/images/9/9c/Sagat_first_sf.jpg VS screen portrait]] in ''Street Fighter''.
704* '''Ken''' has "Ore no kachi da na!" ("Victory is mine!") as one of his win quotes, a probable rib on Kyo's own [[CatchPhrase "Ore no... kachi da!"]] ("This is... my victory!")
705* And then there is '''Dan Hibiki'''. Considering that these games finally allowed Dan to face [[VideoGame/ArtOfFighting the characters he's parodying]] (only Ryo and Yuri, though; Robert's a no-show), Capcom made sure to put in a few {{Take That}}s at SNK, such as Dan's mimicking Yuri's "Yoyuchi!" ("Piece of cake!") by doing the exact same pose and chanting, "Chou yoyusu!" ("''Super'' piece of cake!").
706* Speaking of '''Yuri''', should she defeat her opponent with a Finest/Dramatic KO, she'll attempt to tie her belt tighter, only for it to become completely undone, revealing her undershirt/bra underneath her top; Yuri will blush and immediately cover herself. This pose originates from ''Art of Fighting 2'', if Yuri scored a perfect victory.
707* Two of '''Athena''''s winquotes: "[[Music/BritneySpears Oops! I did it! I guess I'm not that innocent!]]" and "[[Music/ChristinaAguilera What a girl wants! This is my motto!]]"
708** [[http://www.zanyvideogamequotes.com/capcomvssnk2/cvs2athenalucky.jpg Another one]] quoting Britney.
709* ''Millenium Fight 2000'' has an ''accidental'' one. Apparently, while downloading material from Napster the composer got an audio clip from [[https://www.youtube.com/watch?v=Ykv4AL4EB_Y a 1987 commercial for Kaiser beer]] dropped in at one point. The composer had ''no idea'' what it was about, but decided it would fit in [[https://www.youtube.com/watch?v=_cd8EhDDFEc Ryu's stage theme]] and the [[https://www.youtube.com/watch?v=CibyZ8OPtBg Options theme,]] creating one of the most bizarre moments ever heard in a video game menu. And later the phrase showed up in ''[[https://www.youtube.com/watch?v=LqlgAFhy9s0 DJ Max Portable 3]]'' as well!
710-->''"Kaiser: uma grande cerveja. A cerveja dos momentos felizes."''[[labelnote:Translation]]Kaiser, a great beer. The beer of happy moments.[[/labelnote]]
711* The first game has special stage openings hearkening back to the early day of the first ''KOF'' games (''[='94=]''-''[='97=]'' specifically).
712* One of '''[[VideoGame/StreetFighterIII Yun's]]''' victory screen quotes is a direct CallBack to the opening lyrics of ''Street Fighter III: Third Strike's''' intro theme:
713-->''"Prepare for the battle, prepare for the war!"''
714* One of '''Ryu's''' victory screen quotes is "[[VideoGame/StreetFighterI What strength! I won't forget that there are many guys like you all over the world!]]"
715* '''King's''' normal intro has her kick her hat away. Her pose prior to the kick is very reminiscent of Music/MichaelJackson.
716* One of '''Balrog's''' victory quotes is "[[Music/LLCoolJ Your mama said to knock you out]]!!"
717[[/folder]]
718
719[[folder:''SNK vs. Capcom: Card Fighters Clash'' series]]
720* {{The protagonist}}s of the first game are called '''Shin''' (boy) and '''Kei''' (girl) on SNK side, and '''Cap''' (boy) and '''Comet''' (girl) on Capcom side. These names are references to the names of the companies: Shin is for ''Shin Nihon Kikaku'', the complete name of SNK, and Kei is for the K in the initials; as well ''Cap'' and ''Com''et are references for Capcom's name. They also appear as card fighters in the second game.
721** In the second game, Shin and Kei revealed they're part of ''[[FunWithAcronyms C.O.F.]]'' (''[[VideoGame/TheKingOfFighters Circle of Fighters]]''), a secret card fighter club. In the case of Cap and Comet, he managed to rise to the position of president of [[VideoGame/CapcomVs Vs. Entertainment Inc.]] and her sister helps him, also revealed their last name is "Com" (being the boy "Cap Com.")
722* '''G-Mantle''' appears in all the games inspiring card fighters in the first two games ("The Mask" in the first one and "Neomantle", "Robomantle" and "G-Lady" in the second one), and himself being a card fighter in ''DS''.
723* In the first game, a lot of RealLife persons appear as {{NPC}}s as well card fighters in the game, mostly famous {{seiyuu}} as well developers and designers from both companies, usually known for their first or last names in the games. Saying this, you can meet or fight against Creator/HarumiIkoma, Creator/ShinjiMikami, Akiman, Creator/YuriAmano and Eiji Shiroi.
724* In the first game, a girl in Joy Joy is planning on adopting a dog and naming him [[VideoGame/SamuraiShodown Poppy]] or [[VideoGame/MegaManClassic Rush]].
725* Also in the first game, a character in SC Park named '''Yagyu''' is clearly a reference to [[VideoGame/SamuraiShodown Jubei Yagyu]], most possibly to his present incarnation from ''[[https://snk.fandom.com/wiki/Yagyu_Life_Theatre Yagyu Life Theatre]]''.
726[[/folder]]
727
728[[folder:''SNK vs. Capcom: Match of the Millennium'']]
729* The game features a few intermission screen hijinks when played on a monochrome Neo Geo Pocket, such as [[VideoGame/StreetFighterIII Alex]] and [[VideoGame/TheKingOfFighters K']] staring each other down (both characters took protagonist duties from Ryu and Kyo, respectively) and [[VideoGame/TheKingOfFighters Shermie]] cosplaying as [[VideoGame/{{Darkstalkers}} Morrigan]], who in turn cosplays as M. Bison (a nod to how Morrigan regularly wills the bats that make her clothing to change their appearance during her win poses). There are also cameos from other characters who didn't make it in, such as King and Chizuru from ''King of Fighters'', Xiangfei from ''VideoGame/FatalFury'', Lilith from ''Darkstalkers'' and Kaede from ''VideoGame/TheLastBlade''.
730* '''Dan''''s [[http://images1.wikia.nocookie.net/__cb20110608201904/streetfighter/images/0/0c/Legendary_taunt.gif version of his Legendary Taunt here]] includes Dan cribbing off of Ryo's ki-gathering stance in ''Art of Fighting'' and earlier ''KOF'' titles as well as Kyo's win poses and Sakura's taunt (finger point and childish giggle for the latter, blowing away the flame on his index finger for the former). He also gains the Gadou Shou Kou Ken (a Gadouken-ranged Haoh Sho Koh Ken) as a Level 2 version of his Shinku Gadouken (this move would be featured again in ''SVC Chaos'' and later become his Haoh Gadoken Ultra in ''SSFIV'').
731* '''Athena''' has a special victory quote against M. Bison. Why? Because both characters use Psycho Power.
732--> ''"Psycho Power's not for evil!"''
733* If you beat an Olympic event with '''Ryu''' and check the records screen later, you'll see that the picture shows a podium with Bison on the second place, Sagat on the third and the first position vacated -- just like in Ryu's ending in ''Street Fighter II'', where he simply abandons the award ceremonies to search for the next fight.
734* In '''Felicia'''[='=]s ending, she talks about other friends she can make, referring to other {{Dance Battler}}s from both companies:
735-->I wish I'd find more friends...\
736Someone to dance against would be nice.\
737A reggae guy ([[VideoGame/StreetFighterII Dee Jay]]) would be the best... Boogie!\
738Like that guy with the mohawk and ducklings! ([[VideoGame/FatalFury Duck King]])\
739But Capoeira[[note]](spelled "Capoella" in the game, [[BlindIdiotTranslation as per SNK tradition]][[/note]] guy can dance well, too. (most likely [[VideoGame/FatalFury Bob Wilson]], as his master Richard Meyer wasn't an active character at the time[[note]]there's [[VideoGame/StreetFighterIII Elena]] too, but she's a girl, not a guy...[[/note]])\
740A kabuki guy ([[VideoGame/SamuraiShodown Kyoshiro]]) would be nice.
741* In '''Ken'''[='=]s ending, Terry says "Until we meet again" before he leaves, and Ken wonders about how that sounds familiar. This is because these were the same parting words he and Ryu exchanged in ''Anime/StreetFighterIITheAnimatedMovie''.
742
743[[/folder]]
744
745[[folder:''SNK vs. Capcom: SVC Chaos'']]
746* When '''Ryu''' is fighting '''Tessa''', he makes reference to [[VideoGame/StreetFighterAlpha a fortune teller he met in Genoa]].[[note]]Rose[[/note]]
747* '''[[OriginalGeneration Violent Ken]]''' is based off Sennou Ken, the brainwashed Ken from ''Anime/StreetFighterIITheAnimatedMovie'' who was subjected to experiments by Bison that implanted a large amount of Psycho Power into his body to turn Ken into a violent and subservient killer. The difference here is that Violent Ken is heavily implied to draw his power from the [[VideoGame/TheKingOfFighters Orochi power]], as evidenced by the pillar of energy with a skull in it that appears at the end of his Shinbu Messatsu [[DesperationAttack Exceed]].
748* '''Chun-Li''':
749** Her ending has her mentioning her resignation and how she'd start her life as a normal woman, a nod to her ending in ''SFII''. But then the Mad Gear start attacking the city... Yeah, she just can't get a break.
750** During her pre-fight intro against Dan, she responds to his comment about this being war with "[[Creator/{{Motown}} War? What is it good for?]]"
751* One of '''[[VideoGame/FatalFury Mai]]''''s win quotes is "[[UsefulNotes/MuhammadAli Float like a butterfly, sting like a bee. Ali learned that from the Shiranui]]!"
752* '''Iori''' apparently is a closet [[Creator/WilliamShakespeare Shakespeare]] fan, judging by how he quotes ''Theatre/MuchAdoAboutNothing'' when facing Chun-Li.
753--> ''"If you wish not to die, {{get thee to a nunnery}}."''
754* In both of '''Dan''''s endings, he begins instructing the denizens of Heaven/Hell in the ways of Saikyo. From ''Alpha 2'' onward, Dan set up his own Saikyo school, whose teachings even bled over into the ''VideoGame/RivalSchools'' verse.
755** Capcom wasn't afraid to poke fun at SNK in their games, but SNK continues the trend further... [[SelfDeprecation and uses Dan to parody themselves even more]]. [[http://images1.wikia.nocookie.net/__cb20100702010146/streetfighter/images/7/78/Dan-legendaryTAUNT.gif His Legendary Taunt incorporates even more of Yuri's mannerisms]] (including her "Kochi kochi!" bunny ears-rump slap taunt), Dan confuses Takuma/Mr. Karate for his father Go (the joke here is that when Go's facial features are shown, he has an elongated nose meant to parody Mr. Karate's tengu mask), [[RunningGag he's repeatedly mistaken for Robert Garcia]] ([[MirrorMatch even by himself!]]), and adds the [[MegatonPunch Kyuukyoku Tenchi Gadou Zuki]] (a parody of Ryo's Tenchi Haou Ken, complete with the "Ichigeki Hissatsu!" yell, which hits so hard that Dan has to mend his hand after the strike) to his repertoire alongside the returning Gadou Shou Koh Ken.
756* In '''Balrog''''s ending [[spoiler:he becomes the leader of Shadaloo and is seen wearing a variant of Bison's garb. This is a VisualPun, as, [[DubNameChange in Japan]], Balrog ''is'' M. Bison.]]
757* When '''Zero''' is about to face one of the bosses or sub-bosses, the BossWarningSiren from ''VideoGame/MegaManZero'' will sound, complete with the same "Warning" overlay flashing across the screen.
758* Plenty of '''Demitri''''s [[GenderBender Midnight Blisses]] are Shout-Outs or {{Mythology Gag}}s:
759** '''Ryo Sakazaki''''s MB is a PaletteSwap of his sister Yuri.
760** '''Shiki''''s MB is her Bust/"Half-Shaded" form in ''[[VideoGame/SamuraiShodown Asura Zanmaden]]''.
761** '''Orochi Iori''''s MB is ''Miss X'', from ''VideoGame/SNKGalsFighters''.
762** '''Ken''' and '''Violent Ken''''s [=MBs=] are his wife Eliza (the difference being that MB!Violent Ken has dishevelled hair, a red dress - regular Ken is given a white one - and a slightly evil look in her eyes).
763** '''Chun-Li''''s MB is [[Film/StreetFighter her movie]] self.
764** When being absorbed, '''Hugo''''s form resembles [[VideoGame/FinalFight Roxy]].
765** '''Zero''''s MB is him as a female model Reploid, and looking similar like Ciel.
766** '''Kyo''''s MB is Kyoko, a female Kyo cosplayer who was the original design for the character that would later become Shingo Yabuki, and who also cameoed as his Another Striker in ''King of Fighters 2000''.
767** '''Dan''''s MB is his sister from his ending in ''VideoGame/MarvelSuperHeroesVsStreetFighter''.
768** In a MirrorMatch, said MB is a PaletteSwap of [[VideoGame/{{Darkstalkers}} Morrigan]] (only with his trademark pointed upwards hair).
769** '''[[VideoGame/RedEarth Tessa]]''''s Midnight Bliss form is [[Manga/CardcaptorSakura Sakura]].
770* When beaten by [[VideoGame/GhostsNGoblins the Red Arremer]], each character becomes a different kind of monster, most of them either taken from [[{{Youkai}} Japanese mythology]] or ''VideoGame/GhostsNGoblins'':
771** '''Balrog''' turns into an imp with boxing gloves.
772** '''Chun-Li''' turns into a [[ChineseVampire jiang shi]].
773** '''Dan''', being the eternal ButtMonkey that he is, doesn't even have a demon form and stays as himself.
774** '''Dhalsim''' turns into a skeleton wearing blue robes and taking up his stance.
775** '''Earthquake''' turns into a BigRedDevil.
776** '''Genjuro''' turns into a kamaitachi.
777** '''Guile''' turns into a {{Kappa}} with an American flag tattoo.
778** '''Hugo''' turns into a Unicorn from ''[[VideoGame/GhostsNGoblins GnG]]''.
779** '''Kasumi''' turns into a {{Karakasa}} with a coloration resembling her outfit.
780** '''Kyo''' turns into a hitotsume-kozo wearing his outfit and a pair of geta instead of his normal shoes and a pair of HitodamaLight hovering next to him.
781** '''Ken''' turns into a [[AsianFoxSpirit Kitsune]], while '''Violent Ken''' turns into a [[TheGrimReaper Grim Reaper]].
782** '''M.Bison''', as the CardCarryingVillain he is, transforms into a burly muscled out Red Arremer, and proudly dons his hat as a new legionarre of Hell.
783** '''Mai''' turns into a futakuchi-onna.
784** '''Mr. Karate''' turns into, as is fitting considering his mask, an actual {{Tengu}}: the normal version has no major differences beyond his outfit while his '''Serious''' version wears stilt-getas and has a fan.
785** '''Ryu''' turns into a nue.
786** '''Sagat''' and regular '''Akuma''' turn into generic Onis.
787** '''Shiki''' is, disturbingly enough, turned into Gandara from ''Samurai Shodown 64''.
788** '''Shin Akuma''' turns into (an?) Ashura.
789** '''Terry''' is turned into a werewolf, referencing to his "Hungry Wolf" epithet from way back in ''VideoGame/FatalFury''. It's also a TitleDrop. The Japanese title for ''Fatal Fury'' is ''Garou Densetsu''. Translated to English, it'd be "Legend of the Hungry Wolf/Wolves."
790** '''Vega''' turns into one of the floating knight enemies from ''[[VideoGame/GhostsNGoblins GnG]]'', with his mask as its shield.
791** '''Zero''' turns into one of the Mimic enemies from ''[=GnG=]''.
792* Getting beaten by VideoGame/{{Athena}} turns each character into an animal. Some of the more amusing/noteworthy ones include:
793** '''Ryu''' turning into a wild boar with his headband. Along with how the animal is more proudly analagous to the samurai in Japan, it's also an in joke of how he'll eat anything and is admittedly chargingly head on one track minded.
794** '''Mai''' turning into a cow with her tassel as its tail, probably as a parallel between boobs/udders.
795** '''Guile''' turning into a rooster with its crest replaced with his AnimeHair.
796** '''Choi''' turning into a chimpanzee but retaining his head.
797** '''Zero''' turning into a fox with his helmet.
798** '''Chun-Li''' turning into an ostrich with her hairbuns, poking fun at her legs.
799** '''Tessa''' turning into a penguin, as a nod to her ending in ''Pocket Fighter''/''Super Gem Fighter: Mini Mix'' and her curse while fighting against Scion in ''VideoGame/RedEarth''.
800** '''Sagat''' turning into an overly-muscled tiger.
801** '''Shin Akuma''' turning into a shiisaa.
802** '''Balrog''' turning into a bison, a joke that is LostInTranslation.
803** '''Dhalsim''' turning into one of the elephants in his stage from ''VideoGame/StreetFighterII''.
804[[/folder]]
805
806[[folder:''Tatsunoko vs. Capcom'']]
807* A lot of people refer to Mega Crash as something similar to Burst from ''VideoGame/GuiltyGear''... when in reality it is actually from ''[[VideoGame/SuperGemFighter Pocket Fighter]]''. It has the same effect of freeing the character from any form of attack or combo and has the same cost of two levels. However, while in ''Tatsunoko vs. Capcom'' it reduces the point character's yellow health to red, in ''Pocket Fighter'' the character loses all of their gems.
808* The entire art style of ''Tatsunoko vs. Capcom'' is one big nod to traditional Japanese cel animation.
809** The characters have thick, inked black outlines and block shading while the backgrounds are rendered in a more traditional, non-cel-shaded approach. This was due to the nature of cel animation having hand-painted backgrounds that often contrasted the characters with thick outlines and blocky colors.
810** Baroque, Variable Counter and Variable Air Raid all have the characters glow bright colors in a technique that mimics the animation technique of ''masquing'' wherein the black ink drawing would be overlayed onto a moving background (think Anime/SailorMoon's transformation sequence).
811* The intro of ''Ultimate All-Stars'' features a clip of Ryu switching to Soki when using a Delayed Hyper Cancellation. When this occurs, there's a JuxtaposedHalvesShot of Ryu and Soki's faces. This is a call back to a special Variable Combination you could use in ''[[VideoGame/MarvelVsCapcomClashOfSuperHeroes Marvel vs. Capcom]]'' known as the Duo Team Attack where you briefly controlled both characters and could infinitely use their Hypers for a set period of time. Everything is the same, right down to the "face-merger." As a footnote, the background for Hyper Combos in ''[=TvC=]'' has a strong resemblance to the one used in ''[=MvC1=]''.
812* When you face [[spoiler:'''Yami''''s third form]], [[spoiler:[[ThemeMusicPowerUp "The Sun Rises"]]]] starts playing. This is a reference to [[spoiler:the last battle in ''VideoGame/{{Okami}}'']].
813* '''Batsu''''s victory quote against Ryu is a reference to [[VideoGame/RivalSchools Hideo's]] fighting style, which is almost a [[{{Shotoclone}} carbon-copy]] of Ryu's:
814--> ''"Hmm... That's the Shimazu-style karate, isn't it? Seems like everyone's using that these days."''
815** 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:
816--> ''"Bad guys sure like wearing skin-tight clothes, don't they? Not that I really pay attention."''
817** His victory quote against Casshern references his ''VideoGame/RivalSchools'' backstory, where a dog bit him:
818--> ''"I... I can't take it anymore! I absolutely hate dogs! Sorry, but I've got to get out of here!"''
819** His victory quote against Kaijin No Soki can be a double reference to fellow ''VideoGame/RivalSchools'' characters [[WoodenKatanasAreEvenBetter Hayato Nekketsu]] and [[KatanasAreBetter Hyo Imawano]]:
820--> ''"I've faced down opponents' swords before. Don't think you can scare me with your samurai act."''
821** Batsu and Casshan share a move, the Shooting Star Kick. It could be inferred that the developers of ''Rival Schools'' were fans of ''Casshern''.
822* '''Casshern/Casshan''''s winquotes against Zero and Roll are references to [[CrapsackWorld his own series's ambiance]]:
823--> ''"A world where humans and robots live in harmony? I find that hard to believe..."''
824--> ''"Humans and robots... living together in peace? I'm not against it, but it's unlikely to happen."''
825* If you break the stage in Uncharted Region of China, you will float down a river. If you float long enough you see a cage with chickens it. There is also a man with a bicycle on the bridge. These are both references to Chun-Li's stage in ''Street Fighter II''.
826* When '''Ryu''' fights Chun-Li, he says "It's been a while..."
827* '''Morrigan''' summons Lilith in her Level 3 Hyper, the ever-present Darkness Illusion, similar to ''Pocket Fighter''. Her 4th color is also a darker version of Lilith's colors.
828* '''Viewtiful Joe''' is the only character with a secret second taunt, a reference to his flamboyant personality and cockiness from the games. He can also end his Level 3 Hyper with three different poses, referencing his Viewtiful Forever move from his games and its wide array of [[AssKickingPose poses]].
829** Viewtiful Joe is also an amalgamation of several Japanese superheroes. Among them are Casshan (his visor/helmet) and Gatchaman (the V-Watch).
830** He has many of the items/skills he can acquire from his games: the Voomerang, Shocking Pink bombs, Red Hot Kick (including the "flaming" version), the Mach Speed's fast forward and burning effect, and the Slow and Dodge techniques. His jumping H attack is also a reference to the "Zoom + Kick" effect.
831** His Desperado Hyper Combo, reused for ''[=MvC3=]'', despite incorporating [[TransformingMecha Six Machine's]] [[{{BFG}} Six Cannon]] form, is named for a special attack of Silvia's that she can purchase in ''Viewtiful Joe 2''. Joe's throws, the Yama Arashi/[[CallingYourAttacks "Judo Throw!"]], also come from ''[=VJ2=]''.
832** Part of Joe's victory quote against Casshan is a reference to ''Neo-Human Casshern'''s [[https://www.youtube.com/watch?v=aG2W05xJ76o 70's opening]] (prepare your ears!). It's also something of a CallBack to the [[https://www.youtube.com/watch?v=AmE6sfwUcG0 opening]] from the first ''VideoGame/ViewtifulJoe'':
833--> ''"If Casshan can't do it, who can?" Are you kidding me? That's an easy one! The answer is yours truly, Viewtiful Joe!"''
834** 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.
835* '''Yatterman''' has This Week's Surprise Robots! as his Level 3 Hyper. The robots in question are from the first time the Surprise Mini-Mechs were ever used in the '70s show.
836* One of '''Doronjo''''s alternate color mimics [[Anime/ScienceNinjaTeamGatchaman Berg Katse]].
837** She also has one that mimics Conchita from ''VideoGame/GodHand'', which makes sense as Conchita is surrounded by a slender genius and a lumbering bruiser.
838** She also has a color scheme that mimics [[Anime/{{Pokemon}} Team Rocket]] (white and black with a red "D") - fitting as Team Rocket was inspired by the Dorombo team.
839* '''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 [[note]]gained through the Zombie Genocider achievement[[/note]] shooting actual energy blasts. And if that wasn't enough, the fact that it has been turned into a laser beam parallels the Shinku Hadouken being buffed up from a big Hadouken in ''Street Fighter'' canon to an actual KamehameHadoken in the games.
840** Intentional or not, one of Frank's palettes makes him look a lot like fellow zombie ass-kicker [[VideoGame/Left4Dead2 Nick]].
841** His winquote against Batsu references the amount of time between the first ''VideoGame/RivalSchools'' game and the first ''VideoGame/DeadRising'' game:
842--> ''"Taiyo High School, huh? Didn't they have a lot of problems with fighting awhile ago? How are things now?"''
843* '''Gold Lightan''''s ending in ''[=CGoH=]'' [[spoiler:is a reference to Shin Akuma's ending in ''VideoGame/CapcomFightingEvolution'']]. His ending in ''UAS'', dialogue aside, [[spoiler:mimics Ryu's ending in the original ''VideoGame/StreetFighterII'', right down to spoofing Ryu's [[RidingIntoTheSunset "walking into the sunset"]] scene]].
844* '''Ippatsuman''''s victory quote against Doronjo is about him being reminded of certain [[TerribleTrio people]]. They are Mun-Mun, Kosuinen, and Kyokanchin, [[{{Expy}} expies]] of the Doronbo Gang in ''Gyakuten Ippatsuman''.
845* [[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 BigRedButton of the God Phoenix to launch the Bird Missile.
846* '''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'']].
847* '''[=MegaMan=] Volnutt''''s [[MoreDakka Machine Gun Sweep]] has 41 hits. There are 41 Servbots as of ''VideoGame/MegaManLegends 2''.
848* '''PTX-40A's''' unknown pilot refers to the V.S. as "Ivan", its original codename from ''VideoGame/LostPlanet''.
849* '''Roll''''s victory quote says that Alex is "more like [[VideoGame/MegaMan3 Hard Man]] than Guts Man," and that Viewtiful Joe is a "Quick Man cosplayer."
850** When Roll jumps into the air, she covers her dress and says "Ecchi!" which means "perverted!" -- this is a reference to her ''Marvel vs. Capcom'' appearances, where she said the same thing.
851** Roll also invites Casshan and Friender to come visit Mega Man and Rush (Mega Man and Rush were directly inspired by Casshern, Friender and Manga/AstroBoy).
852** The moment her HP is depleted, she bursts into globes of light, just like in her source series.
853** When she fights Mega Man Volnutt she expresses surprise that he shares names with her "big brother".
854* '''Saki''''s fourth alternate color is reminiscent of [[Anime/NeonGenesisEvangelion Rei Ayanami's outfit]]. Her 2nd and 3rd colors also mimic Asuka and Mari. Creator/TatsunokoProduction was heavily involved in the production of the original ''Anime/NeonGenesisEvangelion''.
855* One of '''Anime/TekkamanBlade''''s alternate colors give him [[EvilTwin Tekkaman Evil's]] color scheme.
856** His [[InconsistentSpelling Blaster/Blastor]] [[SuperMode Mode]] Voltekka Level 3 (should the initial shockwave connect) shows Blade's [[TransformationTrinket 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.
857** When Tekkaman Blade faces the original Anime/{{Tekkaman}}, he says "Tekkaman? Is that so?!"
858* '''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 [[VideoGame/StreetFighterII E. Honda]], including the headbutt, butt slam, and hundred handslap. He even says "Dosukoi!" when he headbutts or body slam the enemy.
859* '''Zero''''s Level 3 Hyper attack has him using Dark Hold to freeze time, and then turning his saber into a large, triangular blade, akin to the one used by his ''[[VideoGame/MegaManZero Zero]]'' self.
860** One of his alternate colors is his [[InfinityPlusOneSword Black Armor]] and another is the color scheme of X. His fourth color most likely is modeled after Nightmare Zero from ''X6''.
861** The moment his HP is depleted, he bursts into globes of light, just like in his source series.
862** In addition to his 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''.
863*** This also makes him have attacks from every main series game he was playable in, except ''X8'' (which would be added in ''Marvel vs. Capcom 3'' with a modified version of Raikousen; see above).
864** His fighting stance is evocative of the stance he gains ''X6'' (Zero was given a different posture and attack sprites in that game, as opposed to X, who kept his sprites from ''X4'' and ''X5'').
865[[/folder]]
866
867[[folder:''Namco × Capcom'']]
868* The [[VideoGame/SoulSeries Charade]] mooks use Cassandra's style, despite there being no reference to Cassandra in the game otherwise. Thankfully, this was pre-''Soulcalibur IV'', or else they'd be humiliating you with [[AssKicksYou an extraordinarily girly]] [[FinishingMove Critical Finish]].
869* Reiji Arisu and Xiaomu are based on [[VideoGame/SuperRobotWarsCompact2 Kyosuke Nanbu and Excellen Browning]]. [[HilariousInHindsight They would later meet a second set of expies based on them in that saga]].
870* [[VideoGame/MegaManLegends Tron Bonne]] and VideoGame/{{Strider}} Hiryu's supers and Captain Commando's Multiple Assaults reuse the super background from ''[=MvC2=]''.
871* Pay close attention and you'll notice that the weapons [[VideoGame/{{Darkstalkers}} Hsien-Ko]] summons in her joint Multiple Assault with [[VideoGame/DinoCrisis Regina]], [[VideoGame/ResidentEvilGunSurvivor Fong Ling and Bruce]] are all weapons found in ''Resisdent Evil Dead Aim'' and ''VideoGame/DinoCrisis''. 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'' BigBad]].
872* Merchant [[VideoGame/ForgottenWorlds Sylphie's]] movelist is chock-full of references to old Capcom games, including ''Trojan'', ''Commando'', ''[=GunSmoke=]'', ''VideoGame/BionicCommando1988'' and ''Pirate Ship Higemaru''. Her finisher has her cosplay as four Capcom characters: [[VideoGame/StreetFighterIII Makoto]], [[VideoGame/RedEarth Mai-Ling]], [[VideoGame/AlienVsPredatorCapcom Lt. Linn Kurosawa]], and [[VideoGame/LegendaryWings Michelle Heart]].
873* Both Unknown Soldiers from ''VideoGame/ForgottenWorlds'' are assisted by the side arms from ShootEmUp ''[[VideoGame/HyperDyneSideArms Side Arms: Hyper Dyne]]''. In their Multiple Assault with Sylphie, the two Mobilsuits will combine into one unit, just like a power-up would do for the players in co-op play.
874* [[VideoGame/FinalFight Guy]] and [[VideoGame/CaptainCommando Sho/Ginzu]] being a TagTeam 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).
875* 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.
876* Ryu and Ken's [[CombinationAttack Multiple Assault]] is the Double Shoryuken, which was originally their Meteor Tag Combo back in ''VideoGame/{{Street Fighter EX}}3''.
877[[/folder]]
878
879[[folder:''Project X Zone'']]
880Such is the sheer size of ''Namco × Capcom''[='=]s sequel duology that it has [[ShoutOut/ProjectXZone its own page]]!
881[[/folder]]
882
883[[folder:''Street Fighter X Tekken'']]
884* The game itself reuses the term [[VideoGame/StreetFighterIII Super Arts]] for the Super Combos of both sides.
885* '''Heihachi''' ''literally'' TurnsRed when he activates Pandora Mode in a manner not unlike [[VideoGame/StreetFighterIII Makoto's]] Tanden Renki.
886* '''King''''s Mexican Magma Drive Super Art has him performing a [[Wrestling/ChrisBenoit German]] [[Wrestling/KurtAngle Suplex]], [[Wrestling/JohnBradshawLayfield Powerbomb]] and a [[Wrestling/BretHart Sharpshooter]] (otherwise known as the [[Wrestling/{{Sting}} Scorpion Death Lock.]]) An alternate finisher to the sequence is the [[Manga/{{Kinnikuman}} Muscle Buster]].
887* '''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 Kasumi Suzaku Super, the same way Rolento is known for throwing grenades in mid-air since ''Final Fight''. Also, on the English voice setting, Ibuki's Pandora activation quote is "I can't control it!" which is what Jean Grey says upon transforming into Dark Phoenix in ''Marvel vs. Capcom 3''.
888* '''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.
889* 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 gang members in his ''VideoGame/StreetFighterAlpha'' ending. Doubles as a MythologyGag.
890* The Tutorial Mode has a blatantly obvious one when '''Dan Hibiki''' says [[https://i2.wp.com/31.media.tumblr.com/tumblr_m0isk55ubD1qh2xylo1_500.jpg this gem...]]
891-->'''Dan''': "[[VideoGame/FatalFury Are you OK!?]] [[VideoGame/TheKingOfFighters Buster Wo]]--I mean, I'm doing freaking great!"
892* '''Bison''' drops multiple references to the infamous first ''Film/StreetFighter'' movie and at least one to [[WesternAnimation/StreetFighter the equally infamous animated series]].
893-->'''Bison's taunt:''' "[[ButForMeItWasTuesday For me, it was a Tuesday]]."
894--> '''Bison vs. Blanka:''' "I have done many things, but I'm certainly not responsible for creating something as ridiculous as you."
895--> '''Bison vs. Chun-Li:''' "All you women ever do is whine! I killed my father too, and you don't see me crying about it!"
896--> '''Bison vs. Guile:''' "What's the matter, Guile? Came here expecting to fight a mere mortal? Bison is far beyond you!"
897--> '''Bison vs. Hugo:''' "Bwa ha ha ha! I can hear the sound of your bones breaking! Yes! This is delicious!"
898* '''Guile''' and '''Abel''' make a reference to a [[Film/StreetFighterTheLegendOfChunLi certain live-action movie]] in their arcade mode dialogue.
899--> '''Guile:''' "It won't be easy. Bison's sneaky enough that he can walk through raindrops."
900--> '''Abel:''' "Ah, I see. Actually... no, I don't. Walks through the raindrops? What does that even mean?"
901* Sometimes when tagging in, Ken will say [[https://www.youtube.com/watch?v=v7cW2nMf1gk "Time to unleash the beast!"]]
902* In '''Bryan''' and '''JACK-X''''s rival dialogue, JACK-X scans Guy and Cody and states that their {{Power Level|s}} is "[[ReadingsAreOffTheScale over nine thousand]]," a reference to [[Anime/DragonBallZ a popular Internet meme]].
903* When using Cross Assault with '''Mega Man''', the ''VideoGame/MegaMan2'' title theme [[https://www.youtube.com/watch?v=lKlfFqqhYm4 starts playing.]]
904** Also, for ''Tekken'' characters, the ''[[https://www.youtube.com/watch?v=klZUVj3l_jc Tekken 3]]'' theme plays. For ''Street Fighter'' characters, the ''[[https://www.youtube.com/watch?v=KErpd0jLI7o Street Fighter II]]'' title theme plays. For mixed teams, a brief remix of the [[https://www.youtube.com/watch?v=lmQczxR21UU main menu theme]] plays.
905** Cross Assault itself is a homage to ''Marvel vs. Capcom''[='s=] Duo Team Attack and ''VideoGame/{{Street Fighter EX}}3''[='s=] Critical Parade, although Cross Assault only allows for the player to control both character for a short period of time, not an infinite use of Supers.
906** Mega Man refers to Dudley's title from ''Super Street Fighter IV'' in his win quote against him:
907--> ''"You're such a ravishing star in the sky of battle... I wish I could be that dashing."''
908* '''Rolento''''s taunt...
909-->'''Rolento:''' "Soldiers! [[Franchise/GIJoe What is half the battle]]?"
910* '''Ibuki''''s win quote against Lili (which dealt with harakiri being outdated in the Japanese version):
911-->'''Ibuki:''' "[[Manga/{{Naruto}} Forehead protector?]] I don't need one of those... Maybe you should stop watching anime..."
912* '''Lili''''s Pandora activation phrase (originally "Nandemo dekisou desu wa!" ~ "I feel like I can do anything!") is translated to "I feel fantastic!", which may be a reference to a line from the song "Still Alive" from ''VideoGame/{{Portal}}'', or [[https://www.youtube.com/watch?v=rLy-AwdCOmI this memetic video]].
913* '''Kuro''''s win quote against Vega:
914-->'''Kuro:''' "You're not so tough without your [[VideoGame/StreetFighterII wire fence]] [[SecretAIMoves to climb around on now]], are you!"
915** Kuro also has a win quote against Steve that is a ShoutOut to another VideoGame/CapcomVs [[VideoGame/MarvelVsCapcom3 game]] released just one year before this one.
916-->'''Kuro:''' "You may have a wicked left hook, but I've got a [[VideoGame/BionicCommando BIONIC]] [[Main/MemeticMutation ARRRRM!]]... Hehe, just kidding."
917* '''Elena'''[='s=] prologue mentions a sacred tree. This (mind the pun) has its roots in a manga adaptation of ''VideoGame/StreetFighterIII'' (''Street Fighter III: Final''), where Ryu briefly communicates with Elena via said tree after being temporarily knocked out by Dudley. To twist the knife further, '''Dudley''' just so happens to be Elena's partner in the game.
918* If '''Sakura''' defeats Lili, her win quote has her comment on how Lili reminds her of a friend, referencing the common perception of Asuka and Lili being Sakura and Karin's {{Alternate Company Equivalent}}s.
919[[/folder]]
920
921[[folder:''Cross Edge'']]
922* York looks an awful lot like [[Manga/DeathNote Matt]].
923* Lazarus to [[VideoGame/AgarestSenki Winfield]] right down to his Japanese voice actor (Masayuki Kato), his hot springs peeking tendencies, his weapon of choice, ''and his level up quote''.
924* [[https://www.youtube.com/watch?v=cJN8q6ydIuQ In the postgame,]] dialogue after the battle with [[spoiler:Jedah]] has the ''Darkstalkers'' crew utterly ''wreck'' the fourth wall to comment on how [[SpotlightStealingSquad Demitri lost the status of protagonist in his home series]].
925** The scene is like something straight out of ''Franchise/{{Disgaea}}''... which is one of the series that ''Cross Edge'' includes.
926[[/folder]]

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