In Ultimate Marvel vs. Capcom 3, players select a team of three characters to engage in combat and attempt to knock out their opponents. As an update, the game utilizes largely identical gameplay mechanics to the original. However, both the aerial combat and X-Factor systems, introduced in Fate of Two Worlds, have received adjustments. In addition to gameplay modifications and new playable characters, the game features several aesthetic changes.
After the events of the 2011 Tōhoku earthquake and tsunami disrupted the development schedule for downloadable content for Fate of Two Worlds, the additional content was created into a standalone title, Ultimate Marvel vs. Capcom 3, for a discounted retail price. The game received generally positive reviews upon release; critics praised the expanded character roster and improved online experience, but criticized the lack of new features and game modes.