Overall, Marvel: Ultimate Alliance 2 is better than the first outing. The story makes more sense (especially since it's based on one from the actual comics), there are more characters, and powers are really shown off with the Fusion Power abilities. That being said, there are certainly some things that hold back the game. Fusion Powers can make it very easy to play through (especially when you use them at the best times), AI teammates can make it harder to play through than it needs to be, and there is nothing drastically different about the gameplay. However, fans of the first game should, at least, like this one, comic book readers that hated the first game due to its lack of a "real" storyline should adore this story, and fans of beat-'em-up RPG games should enjoy destroying everything on screen while leveling up their favorite super heroes and abilities. Anyone else should rent it.