Playable CharactersEdit




-Captain America(Rebellion)

-Iron Man(Dictatorship)


-Mr. Fantastic(Dictatorship)

-Invisible Woman(Dictatorship)

-Human Torch(Rebellion)




-Nick Fury(Rebellion)

-Black Widow(Rebellion)


-Professor X(Rebellion)


-Nick Fury(Rebellion)







-Jean Grey(Rebellion)



-Green Goblin(Dictatorship)


-Red Skull(Dictatorship)




-Doctor Octopus(Dictatorship)


-Doctor Doom(Rebellion)






-Black Cat(Dictatorship)


-Winter Soldier(Dictatorship)









DLC Heroes



-Black Panther(Rebellion)

-Luke Cage(Dictatorship)


DLC Villains








In an alternate reality Spiderman is seen heading towards the extreme isolation section of Ravencroft Asylum. When he opens the door to the last cell he finds Captain America and Ironman interrogating Carnage. Spiderman tells them to back off and it is revealed that Carnage has killed Aunt May,Mary Jane and Peter's unborn child. Peter then turns on the alarm system which causes The Carnage symbiote to leave Kassidy. Peter then leaves the alarm on until the symbiote is killed and proceeds to kill Kassidy by hanging him with a noose made from his webbing. Captain America is shocked but Ironman dosen't show any concern.

Chapter 1: Spider-manEdit


Chapter 1: Spider-man

10 years later Captain America finds a alternate universe where Carnage never succeeded in killing Peter's loved ones and readys a device. In the present universe Magneto and his Brotherhood have broken out all the inmates of Ravencroft and are having an all out battle against The X-men in Times Square while The Avengers are defending Stark Tower from an Attack from Loki and The Red Skull. Spiderman is seen swinging to Ravencroft and is attacked by Electro. After defeating Electro he is ambushed by Doc Ock at the entrance to Ravencroft. Defeating Doc Ock Spiderman is making his way to Kassidy's cell but finds out it's been booby trapped by The Green Goblin and discovers Norman has released Kassidy. After defeating Osborn and finding out that Carnage has Nick Fury and taken him to Midtown High he calls Wolverine,Thor,Ironman,Captain America and Hulk for help and the 6 race to Midtown High. When Carnage is about to kill Fury a mysterious light teleports them to a different New York.

Bosses: Electro Doctor Octopus Green Goblin

Chapter 2: Captain AmericaEdit


Chapter 2: Captain America

When the 6 are transfered to the New New York several armed men in Oscorp uniforms arrive and attempt to arrest Wolverine and Captain America. All of them escape with the exception of Carnage who is immobilized by the Oscorp men's sonic weapons. The group then split up to find out whats going on and decides that one of them should go to oscorp because it was people from Oscorp that took Kassidy. During his search Captain America is ambushed by The Punisher. After defeating him Captain America,is attacked by Juggernaut who reveals that Spider-man sent those men not Norman Osborn as he suspected.

Bosses: Punisher(Dictatorship) Juggernaut(Dictatorship)

Chapter 3: WolverineEdit


Chapter 3: Wolverine

Wanting to know if his team mates are alive Wolverine heads to the X-mansion where he is confronted by Sabretooth who is actually happy to see him but Wolverine still bitter about his previous battle with the other Sabretooth attacks the alternate Sabretooth. After defeating Sabretooth Magneto arrives to stop Wolverine from killing Sabretooth but Wolverine attacks him too. During the battle Professor X and Cyclops arrive and inform them that The Brotherhood are on their side and the 5 go into the mansion. In the mansion Xavier tells Wolverine about what has happened to their universe and says that Spiderman has made Oscorp his hideout so Wolverine decides to go to Oscorp but is stopped by his counterpart who tells him that Oscorp is heavily guarded by Spiderman's footsoldiers and the generals of Spiderman's army Venom and Green Goblin.

Bosses: Sabretooth(Rebellion) Magneto(Rebellion)

Chapter 4: Iron-manEdit


Chapter 4: Iron-man

Iron-man flies over to Stark industries where he is confronted by Hulk who works as a scientist for Stark industries and is head of security. When Iron-man tries to trick Hulk into letting him in the alternate Iron-man appears and orders Hulk to kill Iron-man. After defeating Hulk the alternate Iron-man calls his troops who hold Tony at gunpoint. Tony then flies away from Stark Industries and the alternate Iron-man chases him to the Queensboro bridge where they battle. Defeating his counterpart the alternate Thor arrives to assist the alternate Iron-man. Unable to defeat the alternate Thor Iron-man flees to find his team mates.

Bosses: Hulk(Dictatorship) Iron-man(Dictatorship) Thor(Dictatorship)

Chapter 5: ThorEdit


Chapter 5: Thor

Flying through the alternate new york Thor crosses paths with Iron-man who is being chased by the alternate Thor. Thor saves Iron-man from his counterpart and takes his counterpart on in a fight which he wins. Thor then decides to visit Asgard where he meets his father who is very ashamed of what the alternate thor has become. About to head back to New York Thor is stopped when the alternate Loki invades Asgard. Thor defeats his brother and heads back to New York.

Bosses: Thor(Dictatorship) Loki(Dictatorship)

Chapter 6: HulkEdit


Chapter 6: Hulk

Walking through the alternate New York where he is teleported into the alternate helicarrier where he meets the alternate Nick Fury, Black Widow, Hawkeye, Human Torch, and The Thing. Nick Fury sends Hulk on a mission to take out Oscorp's security. Hulk is about to skydive out of the Helicarrier but it is attacked by Venom. After S.H.I.E.L.D takes Venom prisoner Hulk lands in front of Oscorp where he takes out the security. Making his way to Spiderman's office Hulk is confronted by The Red Skull when he reaches the science level. Defeating Red Skull Hulk is contacted by Fury and says that he will take care of the rest of the mission Hulk then jumps out of Oscorp and is teleported back to the Helicarrier.

Bosses: Venom(Dictatorship) Red Skull(Dictatorship)

Chapter 7: Nick FuryEdit


Chapter 7: Nick Fury

Nick Fury dives into Oscorp's powerplant where he is confronted by Electro. Defeating Electro Fury makes his make way to the CEO's office where he expects to find Spiderman but it's a trap and he is ambushed by The Goblin. After defeating Osborn Spiderman arrives and attacks Fury. After being defeated by Spiderman Hawkeye and Black Widow arrive. Spiderman sets off the alarms and the office is stormed with his footsoldiers. Escaping the footsoldiers the 3 make it back to the helicarrier and find the remaining 5 avengers. Fury then reveals that the Fury that was teleported with the 6 was murdered by the alternate Spider-man. Fury then tells the Avengers that Kassidy is being held in Ravencroft and he has some other members from the Avengers at Ravencroft trying to rescue him.

Bosses: Electro(Dictatorship) Green Goblin(Dictatorship) Spiderman(Dictatorship)

Chapter 8: Spider-man IIEdit


Chapter 8: Spider-man II

The Helicarrier is floating over Ravencroft where it teleports the Avengers into the yard. The Avengers are soon fighting the footsoldiers who are being commanded by Black Cat and the Abomination. After defeating the two Spiderman heads towards Kassidy's cell where he is being tortured by The Winter Soldier. After Spiderman defeats him Kassidy attacks Spiderman. Carnage knocks out Spiderman but before he can kill him he is stopped by Ironman.

Bosses: Black Cat(Dictatorship) Abomination(Dictatorship) Carnage

Chapter 9: CarnageEdit

Carnage fights Ironman but is defeated by his sonic weapons and is put in a cell in the helicarrier next to Venom's. The Alternate Thor attacks the helicarrier and frees Venom who frees Carnage and challenges him to a fight. Carnage defeats Venom but is knocked out by Captain America. Venom escapes and Fury sends Deadpool and Carnage on a mission to The Baxter Building as they are making weapons for Spiderman's army. Inside Carnage defeats Invisible Woman and kills Mr.Fantastic. The Baxter is then stormed by troops and they recapture Carnage while Deadpool manages to escape.

Bosses: Venom(Dictatorship) Invisible Woman(Dictatorship) Mr.Fantastic(Dictatorship)


Chapter 9: Carnage

Chapter 10: DeadpoolEdit

Escaping the Baxter Building Deadpool is making his way back to the rebellion but is stopped by The Punisher who was sent by Spider-man to arrest him. Defeating Punisher and making it to the X-mansion Deadpool finds out that it is under attack by footsoldiers led by Ironman and The Winter Soldier with Rhino and Sandman assisting the assault. Defeating the two the X-men drive the footsoldiers away he is challenged by the winter soldier. Despite the fact he defeated the Winter Soldier he is sedated by his tranquilizer gun and arrested by Ironman. Seeing this the alternate Wolverine follows them to Oscorp.

Bosses: Punisher(Dictatorship) Rhino(Dictatorship) Sandman(Dictatorship)

Deadpool concept by fonteart-d59tiv7

Chapter 10: Deadpool

Chapter 11: Wolverine IIEdit

Making it into Oscorp Wolverine finds Deadpool being tortured by Doc Ock for "scientific reasons" Defeating Doc Ock Wolverine attempts to free Deadpool but is ambushed by the alternate Spiderman and easily defeated. Taking Wolverine as his 3rd prisoner Spiderman has Doc Ock attempt to brainwash him to join their side and betray the rebellion.

Bosses: Doc Ock(Dictatorship) Spiderman(Dictatorship)


Chapter 11: Wolverine II

Chapter 12: MagnetoEdit

Wolverine sends a telepathic message to Professor Xavier in his cell asking him for help. Xavier and the X-men are about to go help but Magneto insists that he and his brotherhood should go. Xavier agrees and the brotherhood head towards Oscorp. Attacking Oscorp the brotherhood are having difficulty as Red Skull's HYDRA soldiers are providing assistance to the oscorp soldiers. Magneto chases the Red Skull to Oscorp's weapons level where they fight. Magneto defeats Red Skull and steals his keycard to the Special Science Department. Arriving at special science. Where Doc Ock unleashes a brainwashed Wolverine at him. Curing Wolverine of his mind control Mangeto easily rips off Doc Ock's tentacles with his magnetic abilities without even having to put up a fight. Afterwards Doc Ock sends out Oscorp's best weapon Apocalypse who almost kills Magneto but Sabretooth arrives and saves him. Magneto decides to go back and lead his brotherhood and sends Sabretooth off to finish the mission.

Bosses: Red Skull(Dictatorship) Wolverine(Rebellion) Apocalypse(Dictatorship)


Chapter 12: Magneto

Chapter 13: SabretoothEdit

Making his way to free Carnage and Deadpool Sabretooth is stopped along the way by Juggernaut. Defeating him frees Deadpool but finds out Carnage is nowhere in sight and decides to flee Oscorp. Rhino gets in the way of the escape and is defeated. While trying to escape he stumbles upon a mysterious door. He breaks it open and finds the alternate Captain America who the rebellion thought was killed by Spiderman being guarded by Loki. Defeating Loki he rescues Captain America and the brotherhood return to the mansion.

Bosses: Juggernaut(Dictatorship) Rhino(Dictatorship) Loki(Dictatorship)


Chapter 13: Sabretooth

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