The Marvel Super Heroes and the Capcom characters go at it once again in the third installment of the Vs. series. Both team-up to defeat the notorious Onslaught. New characters added to the Vs. series are Megaman, Jin (From Cyberbots), War Machine, Strider Hiyruu, Spider-Man and Captain Commando. Secret characters, by activating their specific codes, include Lilith, Roll, Mega War Machine, Orange Hulk, Shadow Lady — a dark version of Chun-Li — with a multi jump (if you do this in conjunction with her wall spring, you can get some serious air!) and Red Venom.

Players choose two characters to fight opponents in a tag-team style match. During a fight the player has the ability to switch between characters. A special character called a helper is also chosen to assist your character during a battle. Power levels are used to execute Super Moves, and are built up by attacking and defending against your opponent. This game also has the ability to control the two characters you have chosen simultaneously onscreen.