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Arcade plans to crack the codes to nuclear missiles where he plans to cause World War III. He started by sending a Life-Model Decoy of Nick Fury which is defeated by Nick Fury as Arcade speaks through the Life Model Decoy. S.H.I.E.L.D. traces Arcade's transmission to Madripoor as Spider-Man joins up with Captain America to head to Madripoor. Upon the approach to Madripoor, Arcade takes control of Captain America's plane in order to crash them. Spider-Man and Captain America bail out as they fight off Arcade's drones. Upon meeting up with Wolverine after he had defeated some ninja Life Model Decoys, they help him when Wolverine is also hunting for Arcade. Arcade then unleashes Life Model Decoys of Captain America, Spider-Man, and Wolverine which the real ones defeat. Captain America and Wolverine discover that Arcade had stolen some S.H.I.E.L.D. Life Model Decoys. After the three Life Model Decoys are defeated, Arcade unleashes three Life Model Decoys modeled after Hulk. Captain America and Wolverine defeat the Hulk Life Model Decoys while Spider-Man destroys the lasers. When escaping to the next level, Arcade unleashes the Sentinels and other robots. Spider-Man reprograms the Sentinel to take out the other robots. Afterwards, Arcade is angered that Spider-Man is in his game which he designed for Captain America and Wolverine. Arcade then unleashes a giant robot that resembles Arcade's head to attack until Spider-Man destroys the laser cannon on its head. Captain America, Spider-Man, and Wolverine then confront Arcade as Wolverine threatens him to cancel the codes. Arcade is then arrested by the S.H.I.E.L.D. Agents.


Ultimate Spider-Man "Game Over" Clip


  • One of Arcade's levels is based on "Days of Future Past", with the design basis of Sentinels being used to destroy mutants. The scenario even features a shot of Wolverine being blasted by a Sentinel in an homage to the cover of Uncanny X-Men Vol 1 142.
  • Another area appears to be based on a video game: S.H.I.E.L.D of Honor, which is revealed that Captain America consulted on.
  • Arcade's console shows astrological symbols representing Zodiac.
  • There are twelve nukes and each location of where the nukes were targeted are positioned at the home towns of the original members of the Zodiac criminal cartel in the comics.

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