An arcade classic makes its way to the Xbox. But what sets it apart from your average 2D fighter? Well, the oddly varied cast of 56 characters from separate worlds (Marvel and Capcom) clashing together which results in absolute mayhem. So how varied is the cast you ask? Well if you've ever had the urge to put the pixilated smack down on Jill Valentine (of Resident Evil fame) with The Incredible Hulk, well here's your chance to let your imagination run wild.

Okay, it has the coolest medley of fighting game characters ever, but are they all worth playing with?

Yes. I don't know how Capcom did it, but nearly every character is well-balanced and has his/her own authentic special moves. Capcom got a hold of many Marvel characters and did them justice. My only gripe is that Cable is way too powerful, and not many other characters can hold a candle towards his cheap Super Combos and long-range attacks. Some of these characters will be identified by only the most die-hard Capcom fans (Amingo anyone?) but they also have all the usual characters we all know and love (Ryu, Guile, Vega etc.). This game's addictive nature spawns from it's overload of unlockables. You only get 20 characters to play in the beginning, but the more you play, the more points you earn to buy new characters, costumes, and artwork. Each characters take quite a while to master, and finding the perfect team is definitely a challenge, so don't expect to blow through this thing like you would at the arcades. If you're planning on unlocking everything, then expect to squeeze at least a couple months worth out of the gameplay.

Well, if you've played this on the Dreamcast or in the arcades, you should know the basics - you pick a team of 3 characters, and fight in a tag-battle against another team of 3 characters. The key to winning battles is to fill up your Super Combo bar at the bottom of the screen, when it's full, you can unleash your character's patented super combos which look great. You can even combine your other characters' Super Combo for even more devastating combos. Capcom eschews the modern Street Fighter formula by adding a more ''user friendly'' control setup - with 2 buttons for punches, and 2 for kicks, instead of 3 buttons each.

The graphics are done well, but Capcom could have polished them a bit more for the Xbox. They opted for the ''quick-and-dirty'' port syndrome, but the graphics still get the job done despite Capcom's laziness. The audio portion of the game is another strong point - the effects are as authentic as can be. From The Hulk's growls to Ryu's Hadokens, it's all genuine stuff. But the background music, while it isn't bad at all (that's if you don't mind some upbeat Jazz music that is), it just seems horribly out-of-place.

If you're planning on picking this game up, do yourself a favor and buy a Controller S, or at least a decent Arcade stick. The regular Xbox game pad just doesn't work for 2D fighters, but the Controller S is much easier on the hands with it's more circular shaped buttons, and a durable direction pad.

Now it's time for some bad news - I know Xbox owners were promised some online mayhem, but Capcom - with no feasible explanation, did not include this feature. So if you want to get your online 2D fighter fix, you're better off getting Capcom Vs. SNK 2. Still, this is a good fighter, although it is basically a port of a 3-year-old game. Both the multiplayer and the single-player hold up remarkably well. So it's worth playing if you don't already own it.

- - GrandLethal