A Deck Building Game
Overview How to Win
Welcome to Legendary, the Marvel Deck-
Building Game! Evil Masterminds like
Magneto and Dr. Doom lead a horde of
powerful Super Villains, planning dark
Schemes to destroy the Marvel Universe!
Only you can stop them, leading awesome
Marvel Super Heroes like Spider-Man, Iron
Man, and Wolverine!
In this game for 1-5 players, each player
starts with their own deck of basic Hero
cards. At the start of your turn, you play the
top card of the Villain Deck, showing how
Villains invade the city, capture Bystanders,
and create special events. Then you play
Hero cards from your hand to generate
Attack, Recruit Points, and special abilities.
You attack with your Heroes to defeat
Villains. You use Recruit Points to recruit
better Heroes to add to your deck.
Whenever your deck runs out of cards, you
shuffle your discard pile to make a new deck,
including all the new Heroes you recruited.
This way your deck gets stronger and
stronger over time. Build up enough Power
and you can defeat the evil Mastermind!
But be careful: if the players dont defeat
the Mastermind quickly enough, then the
Mastermind will complete their dark Scheme
and win the game for evil!
Online How-to-Play Videos
In addition to this rulebook, you can also
learn to play by watching online how-
to-play videos at www.upperdeck.com.
Like us on Facebook to check out the
Legendary site.
1 2
Your First Game
Players must work together to successfully For your first game, follow the setup
attack the evil Mastermind four times. If they rules on the following page, using the
do, then the Mastermind is beaten once and specific card stacks listed there instead
for all, and all the players win the game for of choosing card stacks at random.
the forces of good! In addition, defeating After your first game, every game of
Villains and rescuing Bystanders earns each Legendary uses different Heroes, Villains,
player Victory Points. If the players defeat Masterminds, and Schemes, so there are
the Mastermind, then the player with the always new challenges to master and new
most Victory Points is the most legendary combinations to explore.
hero of all and the individual winner.
How the Evil Mastermind Wins
Unlike other games, in Legendary, the
game itself fights back against the players!
The evil Mastermind, like Magneto or Dr.
Doom, isnt played by a player. Instead,
the game itself plays the part of the
Mastermind.
The evil Mastermind works to accomplish
an evil Scheme throughout the game.
Every Scheme card has a part that says
Evil Wins, which tells you how the
Mastermind completes their Scheme. If
the evil Scheme is completed, then the
Mastermind wins the game for evil and all
the players lose!
 Your First Game - Cards to Use
Mastermind: Red Skull
Scheme: Unleash the Power of the
Cosmic Cube
Heroes: Spider-Man, Iron Man, Wolverine,
Cyclops, Hawkeye
Villain Groups for the Villain Deck:
For 2 players: HYDRA, Spider-Foes,
Sentinels
For 3 players: HYDRA, Spider-Foes,
Sentinels, Skrulls
For 4 players: HYDRA, Spider-Foes,
Sentinels, Skrulls, Hand Ninjas
For 5 players: HYDRA, Spider-Foes,
Sentinels, Skrulls, Hand Ninjas,
Masters of Evil

3 4
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 Hero Deck On Your Turn: Villain Enters the City
There are fifteen different Heroes in the On your turn, you do 3 things: Move the new Villain into the city space closest to the Villain Deck. That city space is
game. There are fourteen cards for each of 1. Play the top card of the Villain Deck. labeled Sewers. (Villains in the city are always faceup.)
these Heroes. Make the Hero Deck this way: 2. Play cards from your hand, using
Pick 5 Heroes at random. For each of them to recruit and fight.
those Heroes, add all 14 cards for that 3. Discard your hand and draw 6 new Sabretooth

Hero to the Hero Deck. Thats 70 cards cards.

Villain - Brotherhood

Card Number: LM71

Card Name: Sabretooth

total.
Character Name: Vil ain - Brotherhood

Level:

If you are playing with 5 players, Step 1) Play the Top Card of the
add a 6th Hero. 3

Villain Deck Fight: Each player reveals an

a Wound.
Escape: Same effect.
Hero or gains

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At the beginning of your turn, reveal
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Team:
Card Type: Instinct

are four kinds of cards in the Villain Deck:

Rescue a Bystander.
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Character Name: Vil ain - HYDRA or Bridge, KO two of your Heroes. a Wound. each other player gains a Wound.

Starting the Game

Escape: Same effect.

Level: 4 5 3 6
Shuffle the Villain Deck. Put it face-down
on the Villain Deck space. Special Ability 1 Victory Points
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from the Hero Deck faceup into the 5 attack power If a Villain gets pushed off the final, fifth city space, then that Villain escapes the city
Hero Spaces in the HQ. to defeat this and goes into the Escaped Villains pile on the game board, faceup. Heres what happens
Each player shuffles their own personal Villain. when a Villain escapes:
deck and draws a hand of 6 cards from it. To have the Villain invade the city, heres The escaping Villain KOs a Hero that costs 6 or less from the HQ. (KO stands for
Choose a player to go first. Players take what you do: knocked out.) The player whose turn it is chooses which of those Heroes gets KOd.
turns in clockwise order. Put that Hero into the KO pile on the game board, faceup. Immediately flip a new Hero
from the Hero Deck, faceup, to fill the empty space in the HQ.

7 8
 If the escaping Villain had any captured Bystanders, then each player must discard a If the Villain Deck Card Is If the Villain Deck Card Is a
card from their hand as a penalty for failing to rescue the Bystanders. After all, what a Bystander: Scheme Twist:
kinds of Super Heroes let innocent Bystanders get carried away by Villains? Each player This innocent Bystander is captured by a A Scheme Twist card represents the
only discards one card, no matter how many Bystanders were carried away by that Villain! Put the Bystander under the Villain Scheme moving forward towards victory
Villain. Put the captured Bystanders in the Escaped Villains pile. in the city thats closest to the Villain Deck. for the evil Mastermind. Every Scheme
If the escaping Villain has an Escape effect on its card, do what it says. If there are no Villains in the city, then the works in a different way, with its Scheme
Sabretooth Bystander is captured by the Mastermind. Twists doing a specific thing related to
Villain - Brotherhood Make sure the Bystander pokes out a bit so that Scheme. When a Scheme Twist card
players can see it. is played, look at the Twist effect on the
Card Number: LM71 Whenever a Villain with one or more main Scheme card and do what it says. Put
Card Name: Sabretooth
Character Name: Vil ain - Brotherhood Bystanders moves to a new city space, the Scheme Twist in the KO pile unless the
those Bystanders all go with that Villain. Scheme tells you to put it somewhere else.
Level: Its up to the players to rescue that Some Schemes say
Sabretooth
Villain - Brotherhood
The Lizard
Villain - Spider-FoeS
SkRull Queen VeRanke
Villain - SkrullS
Viper
Villain - HYDRa
Mystique
Villain - Brotherhood
Bystander! When a Villain or Mastermind they do something
Card Number: LM71
Card Name: Sabretooth
Character Name: Vil ain - Brotherhood
Card Number: LM74
Card Name: The Lizard
Character Name: Vil ain - Spider Foes
Card Number: LM82
Card Name: Skull Queen Veranke
Character Name: Vil ain - Skrulls
Card Number: LM79
Card Name: Viper
Character Name: Vil ain - HYDRA
Card Number: LM70
Card Name: Mystique
Character Name: Vil ain - Brotherhood
with a Bystander is defeated by a player, special when Twist 1
that player rescues that Bystander and or Twists 5-6 come up.
Level: Level: Level: RARE Level: RARE Level:
WhirlWind
Villain - Masters of eVil

Card Number: LM95

Card Name: Whirlwind

puts it into that players personal Victory

Character Name: Vil ain - Masters on Evil

Level:
3 2 4 3 3

Fight: Each player reveals an

a Wound.
Escape: Same effect.
Hero or gains

5
Fight: If you fight the Lizard in the Sewers,
each other player gains a Wound.

3
Ambush: Put the highest-cost Hero from the
HQ under this Villain. This Villains
to that Heros .
Fight: Gain that Hero.
is equal
Fight: Each player without a HYDRA Villain in
their Victory Pile gains a Wound.
Escape: Same effect.

5
Escape: Mystique becomes a Scheme Twist
that takes effect immediately.

5
Pile. Each Bystander is worth 1 Victory
* 3
Point, so the more Bystanders you
2

Fight: If you fight Whirlwind on the Rooftops

or Bridge, KO two of your Heroes.

Fight: Each player reveals an Hero or gains

4 rescue, the more Victory Points you earn. If the Villain Deck
Escape Effect a Wound. Green Goblin
SCHEME TWIST

Escape: Same effect. Villain - Spider-FoeS Card Is a Master TM & 2012 Marvel & Subs. 2012 UDC, Inc.

New Villain
Card Number:Might
LM73 Have an Ambush Effect
If the newCardVillain
Name: Green Goblihas n an Ambush effect on
its card, do what itSpidersays.
Character Name: Vi l a i n - Foes
escaped when
Level: this new
handle all the Escape effects for the escaping
Villain before handling any Ambush effect for
TM & 2012 Marvel & Subs. 2012 UDC, Inc.
5 Strike:
A Master Strike card represents the
evil Mastermind coming down to get
Remember: if a Villain their hands dirty and smash the Heroes
Villain appeared, 1 Victory Points themselves. Each Mastermind card has its
BYSTANDER
own specific Master Strike effect. When
a Master Strike card is played, look at the
Master Strike effect on the Mastermind
TM & 2012 Marvel & Subs. 2012 UDC, Inc.

the new Villain.

card and do what it says. Put the Master
Green Goblin
Villain - Spider-FoeS
Strike in the KO pile.
Card Number: LM73
Card Name: Green Goblin
Character Name: Vil ain - Spider Foes 4 Sabretooth
Villain - Brotherhood
Note: Villains in the city
Level:
Card Number: LM71
Card Name: Sabretooth
dont get pushed forward
when the Villain Deck
Character Name: Vil ain - Brotherhood

Level:

Ambush: Green Goblin captures a Bystander. card is a Bystander,

BYSTANDER
Fight: Each player reveals an Hero or gains
3
1
1 Scheme Twist, or
Master Strike.
6
a Wound.
Escape: Same effect. BYSTANDER
4 5

9 10
master strike
Ambush: Green Goblin captures a Bystander.

Ambush Effect
TM & 2012 Marvel & Subs. 2012 UDC, Inc. TM & 2012 Marvel & Subs. 2012 UDC, Inc.

TM & 2012 Marvel & Subs. 2012 UDC, Inc.

6
 Step 2) Play Cards from Your inside their Recruit icon. The 2 means
Some Superpowers use a team icon like Avengers or X-Men
that you always get at least 2 Recruit
Hand, Using Them to Recruit Points from that card. The + symbol instead of a hero class icon. These work the same way as Superpowers that use
and Fight means that you might get even more hero class icons. A cards team icon is in the cards upper-left-hand corner.
The only types of cards that can be in your Recruit Points based on what the card You can only use a cards Superpower once, even if you played two or more cards of
hand are Heroes and Wounds. Here are says in its special ability. the required hero class earlier in the turn.
the different parts of a Hero card: Keep the cards you play in front of you The more Heroes of the same class you recruit, the more often you will be able to use
until the end of your turn. your Superpower Ability! A deck focusing on one or two classes can be very powerful.
Hero Card
Team Icon Name
Example of Superpower Abilities:
S.H.I.E.L.D. AGENT S.H.I.E.L.D. offIcEr
hERO maria hill
Surge of Power
Thor RepulsoR Rays
Iron Man
Hero Type
Card Number: LM53 Icon
Hero Name Thors Odinson card, shown here, always
Card Name: Surge of Power
Character Name: Thor
Team: Avengers
Card Number: LM34
Card Name: Repulsor Rays
Character Name: Iron Man
Team: Avengers S.H.I.E.L.D. AGENT gives you 2 Stars when you play it, even if you Recruiting Heroes and
Fighting Villains
Card Type: Ranged Card Type: Ranged
hERO
Card Shark
Gambit dont have any other (Strength Hero) cards.
Recruit Points: Use Card Number: LM22 But if you have already played another In between playing cards from your hand,
these to recruit Card Name: Card Shark

more heroes. Special Ability

Character Name: Gambit
Team: X-Men 1 S.H.I.E.L.D. AGENT
hERO
2 card earlier in the turn, then you can use or after youve played all your cards, you
Card Type: Ranged
2 Odinsons Superpower ability to get an can recruit any number of Heroes and
Attack: Use this to
If you made 8 or more
you get +3 .
this turn, : You get +1 .
0 3 additional 2 Stars, so that Odinson gives you
0+ Cost: How many 2+ fight any number of Villains. You can
TM & 2012 Marvel & Subs. 2012 UDC, Inc. TM & 2012 Marvel & Subs. 2012 UDC, Inc.

4
Repulsor ray technology has many

defeat Villains. Recruit Points

peaceful applications. This is not
one of them. 3 1 4 Stars in total.
recruit and fight in the same turn.
TM & 2012 Marvel & Subs. 2012 UDC, Inc. TM & 2012 Marvel & Subs. 2012 UDC, Inc.

it costs to add Reveal the top card of your deck. If its TOTAL The card you played earlier in the turn could
this Hero to
2
an Hero, draw it.
0 be a Captain America card, another Thor
your deck. 4 How to Recruit a Hero:
TM & 2012 Marvel & Subs. 2012 UDC, Inc.

card, or even another copy of Odinson.

1
5
TM & 2012 Marvel & Subs. 2012 UDC, Inc.

After you play the top card of the Villain If you play two Odinson cards as your first You use Recruit Points to gain a Hero
0 two cards of the turn, you wont get to use the from the HQ, one at a time. The HQ
Deck, you play the cards from your hand. TM & 2012 Marvel & Subs. 2012 UDC, Inc.

Superpower ability for the first Odinson card area of the game board has five spaces.
Some of your cards produce Recruit 5 you play this turn, but you will get to use the Those five spaces always contain exactly
Points that let you recruit more Heroes. Superpower for the second Odinson card you
Other cards produce Attack that let five Heroes, all faceup. You can also
play this turn. So you would get 6 Stars total.
you defeat Villains. Some cards give you recruit S.H.I.E.L.D. Officer Heroes from
special abilities, like drawing more cards.
Superpower Ability the S.H.I.E.L.D. Officer stack on the game
Some cards have a Superpower ability board. To recruit a Hero:
Heres what you do: with a hero class icon and a colon, like OdinsOn
Thor Use Recruit Points equal to that Heros
Play each card in your hand in any : You get +1 . Card Number: LM54
cost and put that Hero into your
order, one at a time. Card Name: Odinson discard pile. A Heros cost is in its
Each time you play a card, do what You can use that special Superpower
Character Name: Thor
Team: Avengers
lower-right- hand corner. When your
that card says. ability only if you have already played Card Type: Strength deck runs out and you shuffle your
You also get any Recruit Points another card of that hero class earlier in discard pile to make a new deck, you
listed in the Recruit icon on the card. your turn. will soon draw that new Hero and be
You also get any Attack listed A cards hero class is shown with the able to use their abilities.
in the Attack icon on the card. class icon in the cards upper left, and
Some cards have a number like 2+ also in the color of the cards border.
2+
11 12
: You get +2 .

Whosoever holds this hammer,

if he be worthy, shall possess the
power of Thor.
TM & 2012 Marvel & Subs. 2012 UDC, Inc.
3
 Your Victory Pile
Then refill the empty space in the HQ
Each player has their own personal
Masterminds Winning the Game:
with a new card from the Hero Deck, A Mastermind is a powerful, evil genius that Players win the game when they have
Victory Pile. Your faceup Victory
faceup. Whenever there is an empty pursues an evil Scheme and tells all of the defeated the Mastermind four times.
Pile holds all the Villains you defeat
space in the HQ for any reason, you and all the Bystanders you rescue. other Super Villains what to do. A player can
refill that space immediately with the Note: There is an optional rule that allows
Villains and Bystanders are never choose to fight the Mastermind instead of players to compete in one final showdown
top card of the Hero Deck, faceup. You shuffled into your deck. fighting a Villain. Like any other fight, you
can even recruit a Hero, see what new Many players keep their Victory Pile after the Mastermind has been defeated four
have to use Attack equal to the Masterminds times. For rules on this optional form of play,
Hero appears in its place from the Hero horizontal so they dont mix it up
with their faceup discard pile.
Attack to fight that Mastermind. please see Final Showdown rules at the end
Deck, and then recruit that new Hero
too, if you have enough Recruit Points. At the end of the game, Villains and of this book.
Bystanders in your Victory Pile are Mastermind Tactics
worth the Victory Points shown on Masterminds use different abilities during
How to Fight a Villain: their cards.
fights, represented by Mastermind Tactic Mastermind Card
You use Attack to fight any number of cards. All four Mastermind Tactic cards Magneto
MasterMind Name
Villains in the city, one at a time. It doesnt have the same Attack number, but they
Card Type
Step 3) Discard Your Hand and
Card Number: LM101

matter which city space holds the Villain. each have different Fight effects on
Card Name: Magneto
Character Name: Mastermind

To fight a Villain: Draw 6 New Cards them. When you fight a Mastermind:
Expend Attack equal to that Villains At the end of your turn, put all the cards Choose a random card from the four
Attack to defeat it. You then have the you played this turn into your discard pile. face-down Mastermind Tactics cards 5 Victory Points
remaining Attack value available to Also discard any cards in your hand that underneath the Mastermind. Always Leads: Brotherhood

attack another Villain. Put that Mastermind Tactic card into

Master Strike: Each player
reveals an Hero or

you didnt play this turn. Special Ability

discards down to four cards.

8 Attack
Put the defeated Villain and any Then draw 6 new cards from your deck. your Victory Pile. Its worth several TM & 2012 Marvel & Subs. 2012 UDC, Inc.

Bystanders it had captured into your If you dont have any cards left in your Victory Points.
personal Victory Pile. deck and you still need to draw more Then follow the Fight effect listed on
If the Villain card has a Fight effect on cards, shuffle your discard pile to form a that Mastermind Tactic card. Mastermind Tactic Card
it, do what it says prior to comparing new deck. Then draw the rest of the
Attack totals.
Bitter Captor Name
cards you need. A Mastermind is not truly defeated until all MasterMind tactic - Magneto

You can only attack a Villain if you have Dont shuffle your discard pile into a new four of their Mastermind Tactics cards have Card Number: LM102
Card Name: Bitter Captor
Character Name: Mastermind Tactic - Magneto
Card Type
at least as much Attack as the Villains deck until your deck has completely run been defeated by the players. If you create
Attack. You can also fight the Mastermind out and you still need to draw or reveal an amazing combo that gives you tons of
see the Masterminds section for details. more cards. Power, you can even fight the Mastermind
multiple times in one turn. 5 Victory Points
Fight: Recruit an Hero from the HQ
for free.

Note: Defeating any Mastermind Tactic card 8 Attack

Special Ability TM & 2012 Marvel & Subs. 2012 UDC, Inc.

lets you rescue all the Bystanders currently

under that Mastermind and put them into
your Victory Pile.

13 14
 Additional Rules Bystander from the Bystander stack and you to KO one of your Heroes, you If one of these stacks runs out, the game
put it into your Victory Pile. This represents cant KO a Wound, since Wounds arent continues. If a player would gain one of
KO saving Bystanders that are trapped or in Heroes. However, if a card says KO one these cards, and there arent any more of
Many card abilities tell you to KO danger from all the chaos and destruction. of your cards, then you can KO a Wound, that card left in the appropriate stack, then
certain cards, meaning knock out. This Each Bystander in your Victory Pile gives since Wound cards are still cards. you dont gain that card and the game
means put them into the KO pile on the you additional Victory Points at the end of continues. Dont take extra copies out of
game board. Cards in the KO pile are the game. Bystanders can also be captured Healing Wounds the KO pile.
permanently out of the game. The players by Villains, as described above. Cards If you have one or more Wounds in your
and the game all share one big KO pile. that say rescue a Bystander dont let hand, you can use the ability written on the Special Abilities on Cards
If a card says to KO one of your you save Bystanders captured by specific Wound card: Special abilities on cards can override the
Heroes, that can be a Hero youve Villains in the city you have to defeat Healing: If you dont recruit any Heroes rules of the game. Some cards tell each
already played this turn or a Hero still in those Villains to save those Bystanders. or defeat any Villains on your turn, you player to do something. In those cases, the
your hand. If you KO a Hero you already may KO all the Wounds from your hand. player whose turn it is does it first. Then
played this turn, you still get to use the Gaining Cards This is often worth doing if you have at go in clockwise order. If a card tells you to
Recruit Points, Attack, and special Some card abilities say that a player least two Wounds in your hand, or if do something, and you cant do all of it,
abilities that Hero produced. gains a particular card. That means put your turn wouldnt have been very then do as much as you can. For example:
Getting some of your starting that card into that players discard pile. The good anyway. if a card tells you to KO two Bystanders
S.H.I.E.L.D. Heroes KOd is actually very player will draw that card in the future, Its okay to play the cards in your hand from your Victory Pile, and you only have
good for you, since it means you will after their deck runs out and they shuffle and use some abilities like draw a one Bystander, then KO that Bystander. If
draw your more powerful Heroes more their discard pile into a new deck. card, then use the Healing ability to a special ability calls for a choice, and its
often, instead of drawing as many of the KO Wounds from your hand, as long as not obvious who should make the choice,
weaker S.H.I.E.L.D. Heroes. you dont recruit any Heroes or fight any then the player whose turn it is makes the
Wounds Villains during your turn.
Some special abilities make you gain Wound choice.
S.H.I.E.L.D. Heroes cards, representing your Heroes getting hurt
S.H.I.E.L.D. Heroes all count as Heroes Running out of Cards in the Hero Your Heroes & Heroes
very badly. When a player gains a Wound,
for special abilities that talk about Heroes. take a Wound from the Wound Stack and
Deck or Villain Deck You Have
So if you have to KO one of your Heroes, If either of these decks runs out of cards
put it into that players discard pile. Wounds These phrases include both the cards in
you can KO one of your S.H.I.E.L.D. Heroes before the Scheme is completed, finish
dont have any Recruit Points or Attack, so your hand and the cards you have played
if you want. S.H.I.E.L.D. Heroes are their the turn, and then the players have
when you draw Wounds in your hand, your this turn. The Heroes in your deck and
own color: Grey. Grey counts as its own successfully survived the Scheme, but they
hand is weaker than normal. discard pile dont count.
color for cards that count the number didnt catch the Mastermind. As a result,
Some cards let you KO your wounds For example, say you play Captain
of colors you have. (Some of Captain the game is a draw between good and evil.
so you dont have to worry about them Americas Perfect Teamwork card. If
Americas cards count the number of colors The player with the most Victory Points
anymore. Some cards even turn Wounds youve played this card and two
you have, for example.) wins an individual victory. Be sure to get
to your benefit: when the Hulk gets cards this turn, and you still have
the Mastermind next time!
wounded, it just makes him angry two cards and a card in your
Rescue a Bystander and Villains wouldnt like him when Running out of Cards in the hand, then Perfect Teamwork would
Some card abilities tell you to rescue hes angry! make 4 Power, since you have four
Wound cards arent Heroes. If a card tells Bystander, Wound, or S.H.I.E.L.D. colors of Heroes.
a Bystander. This means take the top
Officer Stacks

15 16
 Perfect teamwork
Captain ameriCa and you still have four S.H.I.E.L.D. Agents Hero Classes Heroic Teams
Card Number: LM6
Card Name: Perfect Teamwork in your hand. Then you fight the Villain
Sabretooth. For Sabretooths Fight
Character Name: Captain America
Team: Avengers
Card Type: Strength Strength Heroes include Heroes with X-Men: Born as mutants, with strange
effect, you can reveal the Wolverine raw strength, but also Heroes with strength superpowers that set them apart, the
(X-Men) card you already played this of will, determination, and strong leadership. X-Men are sworn to protect a world that
turn so that you dont have to take a hates and fears them. The X-Men Heroes
You get +1
Hero you have.
for each color of
Wound. You could also just choose to gain Instinct Heroes use savagery and in the first set of Legendary are Cyclops,
0+
TM & 2012 Marvel & Subs. 2012 UDC, Inc.
4 the Wound if you really wanted, for quick reflexes to dominate combats. Some Emma Frost, Gambit, Rogue, Storm, and
example if you had lots of cards in your Instinct Heroes use superhuman senses to Wolverine.
Each Hero You Played This Turn deck that benefited from Wounds. get an edge on their opponents.
This phrase only counts cards you have Sabretooth
Villain - Brotherhood Avengers: And there came a day, a
already played this turn, and not other Villain gets -2 Power Card Number: LM71 Covert Heroes include Heroes using day unlike any other, when Earths mightiest
cards still in your hand. Card Name: Sabretooth

Some cards reduce Villains

Character Name: Vil ain - Brotherhood
trickery and deception to outwit their foes. heroes and heroines found themselves
For example, say you play Iron Mans Level:

Power. A Villains Power can They also include Heroes making clever united against a common threat. On that
Arc Reactor card. Youll get extra never go below 0. battle plans and Heroes using subtle day, the Avengers were bornto fight the
Attack for any other (Tech Hero) 3 superpowers to gain subtle advantages. foes no single super hero could withstand!
cards you played before Arc Reactor, Avengers Prologue. The Avengers Heroes
but not for any other cards still in
Masterminds Dont Fight: Each player reveals an
a Wound.
Escape: Same effect.
Hero or gains

Count as Villains 5 Tech Heroes include Heroes using in the first set of Legendary are Black Widow,
your hand. TM & 2012 Marvel & Subs. 2012 UDC, Inc.

advanced weaponry, incredible gadgets, Captain America, Hawkeye, Hulk, Iron Man,
Arc reActor Masterminds are so
Card Number: LM35
Iron Man

powerful that they are far beyond regular brilliant inventions, or next-generation and Thor.
Card Name: Arc Reactor
Character Name: Iron Man
Team: Avengers Super Villains. As a result, Masterminds science.
Card Type: Tech

dont count as mere Villains, and special S.H.I.E.L.D.: The Strategic Hazard
abilities that only affect Villains wont Ranged Heroes like to blow things Intervention Espionage Logistics
affect Masterminds. For example, the up. Some Ranged Heroes use inherent Directorate is a clandestine military and
: You get +1 for each other
Scheme Bank Robbery Hostage Crisis superpowers to blast things, while others espionage organization led by Director
use energy beams, elemental powers, and Nick Fury. It works behind the scenes to
Hero you played this turn.

3+ 5 says Each Villain gets

TM & 2012 Marvel & Subs. 2012 UDC, Inc.

+1 for each Bystander it has. mental assaults. stop superpowered Villains before they get
out of hand. The S.H.I.E.L.D. Heroes in the
Reveal an X-Men Hero or Gain Masterminds dont get this bonus.
Basic Heroes include all the starting first set of Legendary are Nick Fury and the
a Wound. S.H.I.E.L.D. Heroes and S.H.I.E.L.D. S.H.I.E.L.D. Agents, Troopers, and Officers.
Reveal a card just means show the Secret Invasion of the Skrull Officers. They are Heroes in their own way,
other players that you have it. You dont Shapeshifters but they dont quite get the job done as Spider Friends: This is a team
play or discard the card you revealed. Note: Heroes carried away under escaping well as high-flying super heroes. affiliation that will be used in upcoming
When you have the opportunity to reveal Villains like Skrull Queen Veranke and Legendary releases.
a card, you can reveal a card from your Skrull Shapeshifters do count towards
hand or you can reveal a card in front of evil winning. Cooperative and Competitive Play
you that you have already played this turn. Legendary is both cooperative (with players
For example, say you play a Wolverine cooperating to beat the Mastermind) and
card and a Deadpool card to make 5 Attack, competitive (with players competing to

17 18
 get the most Victory Points). Some play
groups like to focus on cooperating. Other
groups focus on competing. And some
groups do a little of both. Some players
even start out competing, and then switch
to cooperating more and more as the
Mastermind gets closer to victory. This
matches a lot of Marvel storylines!
Adjusting Difficulty
Some play groups like an easier challenge
when introducing new or younger players
or after the Mastermind wins. Other
groups like to face tougher and tougher
challenges. One way to adjust the difficulty
level is choosing which cards to use in your
next game:
Mastermind
The Masterminds with higher Power Mastermind
are much harder to beat. This is the Cube. If he does, then evil wins, and all of us
easiest way to adjust difficulty.
Scheme
You will find that some Schemes are
more difficult than others. Some Mastermind
Schemes are especially difficult in
combination with certain Write down your score and which Heroes
Masterminds or Villain Groups.
Villain Groups
Some Villain Groups are tougher than
others. For example, the Enemies of
Asgard are especially tough, while the
HYDRA Villain Group is much easier.
If you are seeking even greater challenges,
you can also play these especially
dangerous Challenge Modes. You can
even combine the extra Scheme Twist
modes with the extra powerful Mastermind
modes. See if you can beat them all!
19
Challenge Mode Effect you begin. Instead just tell people the Mastermind - Ignore the Masterminds
overall theme and goal of the game, Always Leads ability.
Add an extra Scheme pointing to the different elements as you Scheme - Use any Scheme except
Heroic Mode Twist to the Villain mention them. You can use your own Super Hero Civil War and Negative
Deck. words, or say something like this: Zone Prison Breakout.
Add two extra Scheme Villain Deck: Use these cards:
This is a Marvel Super Heroes Deck-Building 1 Villain Group
Champion Mode Twists to the Villain Game. Each of us starts with a small deck
Deck. 3 Henchman cards from the same
of basic Heroes. Over time, were going to
Henchman Group
Add three extra recruit these awesome Super Heroes, fight
1 Bystander
Legendary Mode Scheme Twists to the Super Villains, and eventually take down the
evil Mastermind. There are different Heroes 1 Master Strike
Villain Deck. The normal number of Scheme
and a different Mastermind every time you
Distracted The Mastermind gets play. This time its Red Skull. If we beat Red Twists listed on the Scheme Special
Mastermind -1 Power. Skull four times, then we all win as a team, Solo Rules
and the person who scores the most Victory Whenever you complete a Scheme Twist
Maniacal The Mastermind gets
Points is the individual winner. But while effect, KO a Hero from the HQ of cost 6 or less.
Mastermind +1 Power. were playing, the game is fighting back.
Enraged The Mastermind gets Red Skull is trying to accomplish this evil
+2 Power. Scheme, Unleash the Power of the Cosmic Scoring
If you win the game, add up your Victory
Tyrant The Mastermind gets lose. The best way to learn is just by playing. Points and subtract these penalties:
Mastermind +3 Power.
Everybody shuffle your deck and draw six -4 for each Bystander carried away by
Nightmare The Mastermind gets cards. Ill go first. escaping Villains
+4 Power. -3 for each Scheme Twist that occurred
Then just take your first turn, explaining -1 for each Villain that escaped
All-Powerful The Mastermind gets what you do as you do it. You dont need
Mastermind +5 Power. to explain what Bystanders or Scheme and Scheme and Mastermind you used.
Twists or Master Strikes do until they
Compete to get better scores against
If you want to give newer or younger come up. This method gets people into that Mastermind and Scheme with
players a boost to help them compete with the action quickly, and everyone will
different Heroes!
veteran players, you can replace some of figure it out as they go.
the S.H.I.E.L.D. Agents with S.H.I.E.L.D.
Officers in the new players starting decks. Final Showdown (Optional)
Solo Play When a player defeats the fourth
This will also make it easier for all the You can also play Legendary with a
players to beat the Mastermind. Mastermind Tactic, that player finishes
single player. Here are the adjustments their turn and draws six cards as normal.
you need: Then its time for the Final Showdown
How to Teach the Game Solo Setup between the players and the Mastermind!
For most groups, the best way to teach the Hero Deck - Use the cards for three Each player in turn now takes a special
game is just to start playing it. Theres no Heroes. Showdown Turn, starting with the player
need to explain every single detail before 42 cards in total. on the left of the player who defeated the
20
 fourth Mastermind Tactic. Game Contents Credits
In a Showdown Turn, you dont play the Rulebook, game board and 560 cards:
top Villain card, you dont recruit Heroes, Game Design and Card Set Design: Devin Low
14 cards for each of 15 different Heroes
and you dont fight Villains. Instead: (210 cards) Art Direction: Devin Low, Nick Leslie.
Play the cards in your hand as normal, (Each Hero has 1 rare, 3 uncommons, Development Team: Jason Brenner,
using those cards special abilities as 5 of one common, and 5 of another Bubby Johanson, Crystal Lautzenheiser,
normal, and producing Recruit Points common) Nick Leslie, Mark Shaunessy.
and Attack as normal. 8 cards for each of 7 different Villain
Add together all the Recruit Points and Brand Management: Jason Brenner
Groups (56 cards)
Attack you produce into a single, big Graphic Design: Krista Timberlake, Brian Bateman.
Showdown Total. 10 cards for each of 4 different
Henchmen Villain Groups (40 cards) Production: Mike Eggleston, Krista Timberlake,
Dont draw a new hand at the end of Marsha Weddle, Gordon Tucker, Rudy Diaz,
your Showdown Turn. 40 S.H.I.E.L.D. Agents
Suzanne Lombardi, Travis Wingo, Tom Van Cleave.
20 S.H.I.E.L.D. Troopers
Whichever player has the highest 30 S.H.I.E.L.D. Officers Project Management: Louise Bateman, Susan Dent.
Showdown Total wins the Final
30 Bystanders Product Management: Bubby Johanson
Showdown! That player puts the actual
Mastermind card into their personal 30 Wounds VP of Marketing and Business Development:
Victory Pile. That card is worth several 4 Masterminds, each with 4 Mastermind Jason Masherah
Victory Points. When the Final Showdown Tactics (20 cards)
Chairman and CEO, Upper Deck Company:
is complete, then the Mastermind has 8 different Schemes Richard McWilliam
been utterly defeated, and all the players 11 Scheme Twists
win a team victory! In addition, the player 5 Master Strikes Playtesters: The Beeman family, Victor Blaiotta,
with the most Victory Points in their Brandon Bozzi, Jason Brenner, Max Clendenning,
60 Dividers Sean Dawson, Skaff Elias, James Ernest, Marty
Victory Pile wins an individual victory and
is the most legendary hero of all! Forbeck, Matt Forbeck, Richard Garfield, Rob
Use the dividers in the box to separate the Heinsoo, Joshua Howard, Paul Hughes, Bubby
Tied Final Showdowns different types of cards. Some people like Johanson, Nick Leslie, Rob Lightner, Lindsey Low,
If multiple players tie for the highest to put their cards in card sleeves to help Jason Mai, Greg Marques, Dylan Mayo,
Showdown Total, then its time for a Super protect them. Paul Peterson, Bruce Phillips, the Satnik family,
Showdown! Each of the tied players Jay Schneider, Dustin Stokes, Justin Woods,
discards all the cards they played and Jeff Piroozshad, Robert Borman and many more.
draws a new hand of six cards. Each My deepest thanks for all your help!
of those players then takes another
Showdown Turn to find the winner of the
Final Showdown. If players keep tying,
keep running additional Super Showdowns
until someone wins the Showdown. If the
group agrees before the game, you can
also play without the Final Showdown.

21 22
 Quick Reference Guide
Setup
Initial Setup
Each player shuffles a personal deck of 8 S.H.I.E.L.D. Agents and 4 S.H.I.E.L.D.
Troopers, and then draws 6 cards.
Put all the S.H.I.E.L.D. Officers, Wounds and Bystanders on the board in the
appropriate spaces.
Pick 1 Mastermind at random and put it on the board, with its 4 Mastermind
Tactics facedown underneath it in random order. Check which Villains this
Mastermind Always Leads.

Villain Deck
Pick 1 Scheme at random. Follow its Setup instructions. Put the number of
Scheme Twists it tells you into the Villain Deck.
Add 5 Master Strikes to the Villain Deck.
Add this many Villain Groups, Henchmen Groups and Bystanders to the
Villain Deck. Shuffle it.

Number of Villain Henchmen
Bystanders
Players Groups Groups
2 2 1 2
3 3 1 8
4 3 2 8
5 4 2 12

Hero Deck
Pick 5 Heroes at random. Add all of those Heroes cards to the Hero Deck.
70 cards total. Shuffle it.
If you are playing with 5 players, add a 6th Hero.
Put 5 cards from the top of the Hero Deck into the HQ, faceup.

On Your Turn
1. Play the top card of the Villain Deck.
2. Play cards from your hand, using them to recruit and fight.
3. Discard your hand and draw 6 new cards.

2012 UDC, Inc. 2251 Rutherford Road, Carlsbad, CA 92008. All rights reserved.
Printed in Canada.

TM & 2012 Marvel & Subs.