Spider-Man, Wolverine and the gang return to save the world in Activision's Marvel Ultimate Alliance 2. Like the first game, you'll travel through a number of stages, working cohesively as a team of four (or more) to thwart evil. However, there are some nice twists that make this more than your average sequel.

Following an unauthorized raid on Castle Doom and a devastating explosion that tears a small-town community apart, Congress puts a Superhero Registration Act into effect, keeping tabs on crime fighters. Some of the heroes, such as Iron Man and the Fantastic Four's Mr. Fantastic, are in support of the bill, while others, like Captain America, feel it's a violation of what superheroes stand for. As a member of the Marvel team, you'll need to pick a side. Here's a word of warning, though. No matter which route you take, you're in for a fight. Both the S.H.I.E.L.D. forces and Captain America's team will do everything in their power to prove that their side is right, even if it means forming unexpected alliances with bad guys.

Iron Man puts on his own lethal light show. Click to see more images from the game...

Marvel Ultimate Alliance 2 has similar gameplay to the original. You'll choose between four members of your team using the d-pad, and you can change them at any time. Your best bet is to balance them out, with ranged attacks (like Spider-Man with his webs and Gambit with his playing cards), heroes with melee maneuvers (Wolverine and Deadpool) and strong men (The Thing, The Hulk).

Fusion moves, one of the game's best features, add depth to the combat. Once you earn enough power, you combine the forces of two specific heroes into one huge assault. For instance, Iron Man can fire lasers into Wolverine's claws, making him spread the beams to hit enemies. Unfortunately, not all of these combined attacks are unique. Some involve throwing one superhero into a target, while others have you running around slashing everything in sight. There is an incentive, however. Complete a quota on these attacks and you'll earn a health upgrade that you can use on yourself or a teammate in need of revival. You'll also be able to power up your characters over the course of the game, improving their abilities.

Although the game's fun solo, we suggest playing with friends. You can play co-op with up to four people, either locally or online through Xbox Live and the PlayStation Network. Plus, there's a nice cast of characters. You start out with a few popular Marvel heroes, and over the course of the game, you'll unlock more, including the smart-mouthed Deadpool and the enormous Thing.

Visually, Marvel Ultimate Alliance 2 trounces its predecessor. We thoroughly enjoyed the huge environments, and there's lots to destroy. (You can demolish stuff to uncover power-ups and bonus items.) In addition, character animations look terrific, staying true to each hero's fighting style. Thing, for example, lumbers around with his big feet, while Spider-Man zips overhead.

Vicarious Visions also did a great job with the audio. A lot of the characters' voices are true to their identities (Iron Man's voice is amplified through his mask, Wolverine growls his lines). However, we could've done without some of the repetitive taunts. Deadpool sounds like a spoiled brat, and Thing wears out his welcome with "I've fought the Hulk and you ain't the Hulk". The sound effects get the job done with plenty of gunfire and smacking noises, while the cinematic score that plays in the background has its own superhero charm.

Even though Marvel Ultimate Alliance 2 may seem like more of the same, dig a little deeper and you'll reap its rewards. A great storyline, satisfying beat-em-up action, nifty Fusion attacks and a cornucopia of familiar and new characters make this a very friendly Alliance.