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Legendary: a Marvel Deck Building Game

Legendary: a Marvel Deck Building Game

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TM & ©2012 Marvel & Subs. A Deck Building Game Overview How to Win Your First Game Welcome to Legendary, the Marvel Deck- Players must work together to successfully For your first game, follow the setup Building Game! Evil Masterminds like attack the evil Mastermind four times. If they rules on the following page, using the and Dr. Doom lead a horde of do, then the Mastermind is beaten once and specific card stacks listed there instead powerful Super Villains, planning dark for all, and all the players win the game for of choosing card stacks at . Schemes to destroy the ! the forces of good! In addition, defeating After your first game, every game of Only you can stop them, leading awesome Villains and rescuing Bystanders earns each Legendary uses different Heroes, Villains, Marvel Super Heroes like Spider-Man, Iron player Victory Points. If the players defeat Masterminds, and Schemes, so there are Man, and ! the Mastermind, then the player with the always new challenges to master and new most Victory Points is the most legendary combinations to explore. In this game for 1-5 players, each player of all and the individual winner. starts with their own deck of basic Hero cards. At the start of your turn, you play the How the Evil Mastermind Wins top card of the Villain Deck, showing how Unlike other games, in Legendary, the Villains invade the city, capture Bystanders, game itself fights back against the players! and create special events. Then you play The evil Mastermind, like Magneto or Dr. Hero cards from your hand to generate Doom, isn’t played by a player. Instead, Attack, Recruit Points, and special abilities. the game itself plays the part of the You attack with your Heroes to defeat Mastermind. Villains. You use Recruit Points to recruit better Heroes to add to your deck. The evil Mastermind works to accomplish an evil Scheme throughout the game. Whenever your deck runs out of cards, you Every Scheme card has a part that says shuffle your discard pile to make a new deck, “Evil Wins”, which tells you how the including all the new Heroes you recruited. Mastermind completes their Scheme. If This way your deck gets stronger and the evil Scheme is completed, then the stronger over time. Build up enough Power Mastermind wins the game for evil and all and you can defeat the evil Mastermind! the players lose! But be careful: if the players don’t 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 - Cards to Use Mastermind: Scheme: Unleash the Power of the Heroes: Spider-Man, , Wolverine, , Villain Groups for the Villain Deck: For 2 players: , Spider-Foes, Sentinels For 3 players: HYDRA, Spider-Foes, Sentinels, For 4 players: HYDRA, Spider-Foes, Sentinels, Skrulls, Hand Ninjas For 5 players: HYDRA, Spider-Foes, Sentinels, Skrulls, Hand Ninjas,

3 4 Card Number: LM78 Card Number: LM79 Card Name: Supreme HYDRA Card Name: Character Name: Villain - HYDRA E n dl Character Name: Villain - HYDRA Level: RARE Mastermind and Scheme Villain Deck Ess Armi E Game Setup E n dl RsEss ArmiRsVillainEs dofr - HYDR AHYs ofd r HYA d r A pVillain pE es Level:of RARE - HYHYDRa a Card Number: LM76 Essp pArmiDnAa e a a • Pick 1 Mastermind at random. Put the • Add 5 Master Strike cards to the Villain Deck. Card Name: Endless Armies of HYDRAE n dl DnAVillain - HYDR VillainViper - HYDR Rs Player Decks Card Number: LM76Character Name: Villain - HYDRAHYDRAVillain Ki - HYDR Supreme HYD Card Name: Endless Armies of HYDRA p p ea Character Name: VillainLevel: - HYDRA Villain - HYDR a Villain - HYDR Mastermind card faceup on the HYDRADnA Ki Give each player their own personal 12- Card Number: LM76Level: Card Name: Endless Armies of HYDRA Mastermind space on the board. Take Character Name: Villain - HYDRA Villain - HYDR rA card deck, made of these cards: HYDRA Ki a Card Number:Level: LM77 1 the 4 Mastermind Tactics cards that Card Name: HYDRA Kidnappers Character Name: Villain - HYDRA 1 • 8 S.H.I.E.L.D. Agents 1 Level: 3 3 3 Supreme HYDRA is worth the Mastermind you selected. Put Card Number: LM77 Fight : Each player withoutother a HYDRA HYDRA VillainVillain in inyour Victory Pile. Card Name: HYDRA Kidnappers Fight: Play the top two cards of the theirVillain Victory Deck. Pile gains a Wound. • 4 S.H.I.E.L.D. Troopers Character Name: Villain - HYDRA Escape 3 Fight: Play the top two cards of the Villain Deck.: Same effect. them underneath the Mastermind card, Level: Play the top two cards of the Villain Deck. 3 TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. : Fight “Hail HYDRA! Immortal HYDRA! Cut off a 3 Villain Group : You may: You gain may again S.H.I.E.L.D. a S.H.I.E.L.D. Officer.TM Officer.& ©2012 Marvel & Subs. ©2012 UDC, Inc. Fight limb, and two more shall take its place!” 3 Fight Card Number: LM77 “Hail HYDRA! Immortal HYDRA! Cut off a +3 limb, andTM & ©2012 two Marvel more & Subs. ©2012shall UDC, take Inc. its place!” 4 S.H.I.E.L.D. AGENT S.H.I.E.L.D. TROOPER Card Name: HYDRA Kidnappers 44 for each S.H.I.E.L.D. AGENT facedown in random order. Card Number: LM115 TM“Hail & ©2012 HYDRA! Marvel & Subs. ©2012 Immortal UDC, Inc. HYDRA! Cut off a Character Name: Villain - HYDRA S.H.I.E.L.D. AGENTh E RO h E RO Card Name: Negablast Grenades limb, and: twoYou maymore gain shall a S.H.I.E.L.D. take its place!” Officer. 3 h E RO h E RO Character Name: Mastermind Tactic - Red Skull Fight * S.H.I.E.L.D. AGENT S.H.I.E.L.D. TROOPER master strike Level: TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. master strike TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. S.H.I.E.L.D.h E RO AGENT S.H.I.E.L.D. TROOPER Card Number: LM114 TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. 5 h E RO h E RO master strike h E RO h E RO Card Name: Ruthless Dictator S.H.I.E.L.D. AGENT masterTM & ©2012 Marvel strike & Subs. h E RO Character Name: Mastermind Tactic - Red Skull master strike S.H.I.E.L.D. AGENT sku llM rae t s Ruthless Dictato ©2012 UDC, Inc. 6 ed TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. Red Skull r TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. HYDRA ConspiRACYtactic - S.H.I.E.L.D. AGENT a s t e r Mind ind ©2012 UDC, Inc. h E RO M Mind S.H.I.E.L.D. TROOPER M a s t e r r e t s a M Negablast TM & ©2012 Marvel & Subs.©2012 UDC, Inc. ©2012 UDC, Inc. h E RO tactic - TM & ©2012 Marvel & Subs. RcEssku ll Card Number: LM111 ed red R TM & ©2012 Marvel & Subs. r sMku ll Card Name: Red Skull Es o u ind Character Name: Mastermind Card Number: LM113 ss Rtactic - t Card Name: HYDRA Conspiracy E acticg - ind r e Character Name: Mastermind Tactic - RedM Skull E n d l N r ades To Add Henchman Groups: ed • Now add Villain Groups to the Villain M a s t e r s 11 ku ll Deck. A Villain Group is a group of • Pick that many Henchmen Groups at 1 5 5 1 0 Fight 1 : You get Fight 1 : Look at the top three cards of your deck. KO“ one, discard one and put one back on top random. Henchmen are weaker Villains The only pure act of creation is destruction.” eight Villain cards that work together, 1 +3 1 0 5 of your deck. 1 Fight: Draw two cards. Then draw another card 0 . 1 5 TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. Card Number: LM112 for each HYDRA Villain in your Victory Pile. TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. 00 Always Leads: HYDRA Card Name: Endless Resources TM & ©2012 Marvel & Subs. ©2012TM & ©2012 UDC, MarvelInc. & Subs. ©2012 UDC, Inc. . TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. 7 TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. 0 where each group has 10 identical cards. 0 1 Master Strike: Each player Character Name: Mastermind Tactic - Red Skull 7 like “HYDRA” or “Skrulls.” Each Villain TM & ©2012TM & Marvel©2012 & Marvel Subs. ©2012& Subs. ©2012UDC, Inc. UDC, Inc. +4 TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. 0 KOs a Hero from their hand. TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. 5 TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. 0 0 : You get 1 Fight card lists its Villain Group under its card Add those cards to the Villain Deck. TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. 7 7 TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. You’d be surprised how many people are 7 0 willing to donate to a with no . name. The more players you have in the

SentinelSentinel game, the more Villain Groups you use, Sentinelh e nch mh a e nnch v i lla m a n i n v i lla i n henchman villain h e nchSentinel m a nh v e i llanchSentinel im n a n v i lla i n Sentinelhenchman villain • Pick 1 Scheme card at random. Put it as shown in this table: Sentinelhenchman villain h e nch mSentinel a n v illa in Game Stacks faceup on the Scheme space on the board. henchman villain Number of Villain Henchmen Sentinel Put these stacks of cards faceup on their Each Scheme card has a “Setup” section. Bystanders henchman villain Players Groups Groups 1 spaces on the board. Use all the cards of 1 Follow the setup instructions for that 1 1 each type: 2 2 1 2 1 1 Fight Fight Fight Scheme now. A Scheme card’s “Setup” FightFight: KO: KO one one of :ofyour KO your one Heroes. Heroes. of your Heroes. 1 : KO one of your Heroes. : KO one of your Heroes. TM & ©2012 Marvel & Subs. 3 Fight: KO one of your Heroes.

TM & ©2012: KO Marvel one & Subs.: KO of oneyour of Heroes.your Heroes. 3 1 Fight : KO one “MUTANTof“ your Heroes.“MUTANT ENERGY ENERGY ENERGY “MUTANT ENERGY • 30 S.H.I.E.L.D. Officers “MUTANT ENERGY 1 Fight Fight SIGNATURE DETECTED.”©2012 UDC, Inc. section always tells you how many 3 3 1 8 TM & ©2012 Marvel & Subs. “MUTANTSIGNATURE ENERGYSIGNATURE DETECTED.” DETECTED.”SIGNATURE DETECTED.” TM & ©2012 Marvel & Subs. ©2012 UDC,“MUTANTSIGNATURE Inc. ENERGY DETECTED.” 3 “MUTANTSIGNATURE ENERGYSIGNATURE DETECTED.” DETECTED.” TM & ©2012 Marvel & Subs. ©2012“MUTANT UDC, Inc. ENERGY ©2012©2012: KOSIGNATURE UDC, UDC,one SIGNATUREInc. Inc. of your Heroes.DETECTED.” DETECTED.” 33 3 • 30 Wounds TM & ©2012 Marvel & Subs. ©2012Fight UDC, Inc. 1 “MUTANTSIGNATURE ENERGY DETECTED.” 3 “Scheme Twist” cards to put into the ©2012 UDC, Inc. ©2012 UDC, Inc. 4 3 2 8 TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. 33 TM & ©2012 Marvel & Subs. TM & ©2012 Marvel & Subs. • 30 Bystanders Villain Deck. Put that many Scheme Twist ©2012 UDC, Inc. 3 cards onto the Villain Deck space to start 5 4 2 12 TM & ©2012 Marvel & Subs. the Villain Deck. Many Schemes also have (For 1-player play, check of the rulebook.) S.H.I.E.L.D. offIcEr To Add Bystanders: unique special rules. • Check the table to the left to see how Name UnlEaSH tHE PowEr of To Add Villain Groups: many Bystander cards to add to the tHE CoSMiC CUbE • Each Mastermind card says that the Villain Deck from the Bystander stack. 1 Mastermind “Always Leads” a particular Leave the rest in the Bystander stack. BYSTANDER 2 Villain Group or Henchman Group. Be TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. sure to include that group as one of the Card Type 3 SCHEMESCHEME TWIST TWIST TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. SCHEME SCHEMESCHEME TWIST TWIST groups you add to the Villain Deck. Setup: 8 Twists. TM & ©2012SCHEME Marvel & Subs. SCHEME TWIST TWIST TM & ©2012 Marvel & Subs. Twist: Put the Twist next to this Scheme. TM & ©2012 Marvel & Subs. SCHEME©2012SCHEME©2012 UDC,UDC, Inc. TWIST TWIST Twists 5-6: Each player gains a Wound. TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. Twist 7: Each player gains 3 Wounds. TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. • Pick the other Villain Groups at random. ©2012 UDC, Inc. Twist 8: Evil Wins! ©2012©2012 UDC, UDC,Inc. Inc. TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.

TM & ©2012 Marvel & Subs. TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. Special Ability TM & ©2012 Marvel & Subs. • For each Villain Group you pick, add all 8 Villain cards from that Villain Group to 1 w oU N D BYSTANDER Healing: If you don’t recruit any Heroes the deck. or defeat any Villains on your turn, you may KO all the Wounds

TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. from your hand. 5 TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. 6 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 Villain - Brotherhood

Card Number: LM71 Hero to the Hero Deck. That’s 70 cards cards. Card Name: Sabretooth Character Name: Villain - Brotherhood total. Level: •If you are playing with 5 players, Step 1) Play the Top Card of the 3

add a 6th Hero. Fight: Each player reveals an Hero or gains a Wound. Villain Deck Escape: Same effect. Card Number: LM56 5 Card Name: God of Thunder Web-ShooterS Character Name: Team: Ca ll lightning Determination At the beginning of your turn, reveal Spider-Man CyClops Card Type: Ranged TGod h o r of Thunder Astonishing st rWeb-ShooterS e n g t h Card Number: LM55 of Power Optic Blast Card Number: LM47 Spider-Man Spider-Man Card Name: Call Lightning T h o r CyClops Card Name: Web-Shooters Card Number: LM47G r e a t responsibility Character Name: Thor T h o r the top card of the Villain Deck and play Card Name: Web-Shooters Spider-Man Character Name: Spider-Man Team: Avengers Card Number: LM10Card Number: LM9 Card Number:Team: LM45 Character Name: Spider-Man Card Number:Card LM53 Type: Ranged Card Name: Determination Card Name: Astonishing Strength Team: Card Name: Surge of Power Card Name: Optic Blast Card Type: Tech Character Name:Character Cyclops Name: Cyclops Character Name: Spider-Man Card Type: Tech Character Name: Thor Team: X-Men that card. What you do with that card Team: X-Men Card Number: LM46 Team: Team: Avengers Card Type: Strength Card Name: Great ResponsibilityCard Type: Strength Card Type: Ranged Card Type: Ranged Character Name: Spider-Man Push Other Villains Forward if Necessary Team: depends on what kind of card it is. There Card Type: Instinct Each of the 5 city spaces can only hold one Villain. Whenever a Villain enters a city space, 5 are four kinds of cards in the Villain Deck: You can use Rescue a Bystander. if there’s already another Villain there, that existing Villain gets pushed one space toward this turn. Reveal the top card of your deck. : You get +3 3 To play this card, you must discard a T . 0 hey call him the God of Thunder. as card from your hand. Villains, Bystanders, Scheme Twists, and If that card costs or Rescue2 a Bystander. + His enemies better start praying. 1 Revealless, the draw top cardit. of your deck. 2 If you made 8 or more this turn, To play this card, you must discard a Reveal the top card of your deck. 3+ If that card costs 2 or less, youLightning get +3 never .strikes twice. card from your hand. the Escaped Villains pile to make room. So a single Villain entering the city sometimes If that card costs Thor never needs to. 2 Reveal the top card of your or deck.less, 2 draw it. 2TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. 2 or If that card costs less, draw it. TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. 0+ TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. 6 3 Master Strikes. draw it. 3 TM & ©2012 Marvel & Subs. ©20122 UDC, Inc. 4 TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. 1 TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. 2 2 TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. Card Number: LM16 causes a chain reaction of several Villains getting pushed forward. 8Card Name: Randon Acts of Unkindness TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. Character Name: Team: Card Type: Instinct Random • Remember: Only push a Villain forward if it needs to move to make room for another Mission AccoMplished O d d b a l l a If the Villain Deck Card Is a Villain: Dangerous BlackrescueW WidoW DeaDp o ol cts of Unkindness Black Wido Dea Villain entering that space. D Card Number: LM1 Card Number: LM14 p o ol That Villain invades the city! Here are the Card Name: Mission Accomplished Card Name: Character Name: Black Widow Character Name: Deadpool Card Number: LM2 Team: Avengers Team: Card Name: Dangerous RescueCard Type: Tech Card Type: Covert different parts of a Villain card: Character Name: Black Widow Team: Avengers Card Type: Covert

WhirlWind Sabretooth The Green Villain - Masters of eVil Villain - Brotherhood Villain - Spider-FoeS Villain - Spider-FoeS

You may gain a Wound to Card Number: LM95 Card Number: LM71 Card Number: LM74 your hand. Then each player Villain Card Card Number: LM73 Card Name: Card Name: Sabretooth Card Name: The Lizard Card Name: 6 passes a card from their Character Name: Villain - Masters on Evil Character Name: Villain - Brotherhood Character Name: Villain - Spider Foes hand to the player on Character Name: Villain - Spider Foes Draw a card. their left.You get +1 for each other Hero Level: Level: Level: : You may: RescueKO a card a Bystander. from your with an odd-numbered you Name Level: played this turn. hand or discard pile. If you do, TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. rescue a Bystander. 2+ 2 3 2 5 HYDRA KiDnAp p e Rs TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. Villain - HYDRa TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. 7 Card Number: LM77 Card Type & 2 3 2 4 Card Name: HYDRA Kidnappers Fight: If you fight Whirlwind on the Rooftops Fight: Each player reveals an Hero or gains Fight: If you fight the Lizard in the Sewers, Ambush: Green Goblin captures a Bystander. Character Name: Villain - HYDRA or Bridge, KO two of your Heroes. a Wound. each other player gains a Wound. Villain Group Escape: Same effect. Starting the Game Level: 4 5 3 6 • Shuffle the Villain Deck. Put it face-down on the Villain Deck space. Special Ability 1 Victory Points • Shuffle the Hero Deck. Put it face-down Fight: You may gain a S.H.I.E.L.D. Officer. 3 Attack: You must on the Hero Deck space. Flip 5 cards TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. A Villain Might Escape have this much 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. Here’s 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, here’s • The escaping Villain KO’s 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 KO’d. turns in clockwise order. Put that Hero into the KO pile on the game board, faceup. Immediately flip a new Hero 7 from the Hero Deck, faceup, to fill the empty space in the HQ. 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 that’s 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: Villain - 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: • It’s up to the players to rescue that Some Schemes say

Sabretooth The Lizard Queen VeRanke Viper Bystander! When a Villain or Mastermind they do something Villain - Brotherhood Villain - Spider-FoeS Villain - SkrullS Villain - HYDRa Villain - Brotherhood

Card Number: LM71 Card Number: LM74 Card Number: LM82 Card Number: LM79 Card Number: LM70 Card Name: Sabretooth Card Name: The Lizard Card Name: Skull Queen Veranke Card Name: Viper Card Name: Mystique Character Name: Villain - Brotherhood Character Name: Villain - Spider Foes Character Name: Villain - Skrulls Character Name: Villain - HYDRA Character Name: Villain - Brotherhood with a Bystander is defeated by a player, special when Twist 1 WhirlWind Level: Level: Level: RARE Level: RARE Level: Villain - Masters of eVil

Card Number: LM95 that player rescues that Bystander and or Twists 5-6 come up. Card Name: Whirlwind Character Name: Villain - Masters on Evil Level: 3 2 4 3 3 puts it into that player’s personal Victory

Fight: Each player reveals an Hero or gains Fight: If you fight the Lizard in the Sewers, Ambush: Put the highest-cost Hero from the Fight: Each player without a HYDRA Villain in Escape: Mystique becomes a Scheme Twist a Wound. each other player gains a Wound. HQ under this Villain. This Villain’s is equal their Victory Pile gains a Wound. that takes effect immediately. Escape: Same effect. to that Hero’s . Escape: Same effect. Fight: Gain that Hero. Pile. Each Bystander is worth 1 Victory 5 3 * 3 5 5 2 Fight: If you fight Whirlwind on the Rooftops or Bridge, KO two of your Heroes. Point, so the more Bystanders you 4 rescue, the more Victory Points you earn. Escape Effect Fight: Each player reveals an Hero or gains If the Villain Deck SCHEME TWIST a Wound. Green Goblin Escape: Same effect. Villain - Spider-FoeS Card Is a Master TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. 5 Strike: New VillainCardTM & ©2012Number: Marvel Might LM73& Subs. ©2012 UDC, Inc. Have an Ambush Effect A Master Strike card represents the If the newCard Villain Name: Green Goblin has an “Ambush” effect on evil Mastermind coming down to get its card, doCharacter what Name: Villain it- Spider says. Foes Remember: if a Villain their hands dirty and smash the Heroes themselves. Each Mastermind card has its escaped whenLevel: this new Villain appeared, 1 Victory Points handle all the Escape effects for the escaping BYSTANDER own specific Master Strike effect. When Villain before handling any Ambush effect for a Master Strike card is played, look at the TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. the new Villain. “Master Strike” effect on the Mastermind card and do what it says. Put the Master Green Goblin Strike in the KO pile. Villain - Spider-FoeS

Card Number: LM73 Card Name: Green Goblin Sabretooth Note: Villains in the city Character Name: Villain - Spider Foes 4 Villain - Brotherhood Card Number: LM71 Card Name: Sabretooth don’t get pushed forward Level: Character Name: Villain - Brotherhood Level: when the Villain Deck Ambush: Green Goblin captures a Bystander. card is a Bystander, 1 3 1 Scheme Twist, or Fight: Each player revealsBYSTANDER an Hero or gains a Wound. Escape: Same effect. BYSTANDER 4 5 Master Strike. master strike Ambush: Green Goblin captures a Bystander. 6 6 AmbushTM & ©2012 Effect Marvel & Subs. ©2012 UDC, Inc. TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. 9 TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. 10 Step 2) Play Cards from Your inside their Recruit icon. The “2” means that you always get at least 2 Recruit •Some Superpowers use a team icon like Avengers or X-Men 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 card’s team icon is in the card’s 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 card’s 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 Name S.H.I.E.L.D. AGENT S.H.I.E.L.D. offIcEr Team Icon h E RO maria hill Surge of Power T h or RepulsoR Rays Example of Superpower Abilities: Iron Man Hero TypeCard Number: LM53 Icon Card Name: Surge of Power Card Number: LM34 Hero NameCard Name: Repulsor Rays • Thor’s “Odinson” card, shown here, always Character Name: Thor Character Name: Iron Man Team: Avengers S.H.I.E.L.D. AGENT Recruiting Heroes and Team: Avengers h E RO gives you 2 Stars when you play it, even if you Card Type: Ranged Card Type: Ranged Card Shark Ga m b i t don’t have any other (“Strength Hero”) cards. Fighting Villains 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 Character Name: 1 S.H.I.E.L.D. AGENT 2 Special Ability Team: X-Men h E RO card earlier in the turn, then you can use more heroes. Card Type: Ranged or after you’ve played all your cards, you

2 If you made 8 or more this turn, : You get +1 . Odinson’s Superpower ability to get an you get +3 . 0 3 can recruit any number of Heroes and Attack: Use this to Repulsor technology has many TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. additional 2 Stars, so that Odinson gives you 0+ Cost: How many 2+ peaceful applications. This is not 4 one of them. 3 fight any number of Villains. You can defeat Villains. TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. Recruit Points 1 4 Stars in total. recruit and fight in the same turn. it costs to add • The card you played earlier in the turn could Reveal the top card of your deck. If it’s TOTAL this Hero to an Hero, draw it. 0 2 TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. be a card, another Thor your deck. 4 TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. 1 card, or even another copy of Odinson. How to Recruit a Hero: 5 • If you play two Odinson cards as your first After you play the top card of the Villain 0 You use Recruit Points to gain a Hero Deck, you play the cards from your hand. TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. two cards of the turn, you won’t get to use the from the HQ, one at a time. The “HQ” Some of your cards produce “Recruit Superpower ability for the first Odinson card area of the game board has five spaces. 5 you play this turn, but you will get to use the Points” that let you recruit more Heroes. Those five spaces always contain exactly Superpower for the second Odinson card you five Heroes, all faceup. You can also Other cards produce “Attack” that let 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 Superpower Ability the S.H.I.E.L.D. Officer stack on the game special abilities, like drawing more cards. • Some cards have a Superpower ability Here’s what you do: board. To recruit a Hero: with a hero class icon and a colon, like OdinsOn Thor • Use Recruit Points equal to that Hero’s • Play each card in your hand in any cost and put that Hero into your : You get +1 . Card Number: LM54 order, one at a time. Card Name: Odinson discard pile. A Hero’s cost is in its Character Name: Thor •Each time you play a card, do what • You can use that special Superpower 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 card’s hero class is shown with the able to use their abilities. in the Attack icon on the card. class icon in the card’s upper left, and • Some cards have a number like “2+” also in the color of the card’s border. 2+ : You get +2 .

“Whosoever holds this hammer, if he be worthy, shall possess the power of Thor.” 3 12 11 TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. Your Victory Pile • Then refill the empty space in the HQ Winning the Game: • Each player has their own personal Masterminds with a new card from the Hero Deck, A Mastermind is a powerful, evil genius that Players win the game when they have faceup. Whenever there is an empty Victory Pile. Your faceup Victory Pile holds all the Villains you defeat pursues an evil Scheme and tells all of the defeated the Mastermind four times. 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 Mastermind’s times. For rules on this optional form of play, Hero appears in its place from the Hero horizontal so they don’t mix it up Attack to fight that Mastermind. Deck, and then recruit that new Hero with their faceup discard pile. please see Final Showdown rules at the end 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 Magneto cards. All four “Mastermind Tactic” cards M a s t e r Mind Name

Villains in the city, one at a time. It doesn’t have the same Attack number, but they Card Number: LM101 Card Name: Magneto Card Type matter which city space holds the Villain. Step 3) Discard Your Hand and each have different “Fight” effects on Character Name: Mastermind To fight a Villain: Draw 6 New Cards them. When you fight a Mastermind: • Expend Attack equal to that Villain’s • 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 face-down Mastermind Tactics cards you played this turn into your discard pile. 5 Victory Points

remaining Attack value available to underneath the Mastermind. Always Leads: Brotherhood • Also discard any cards in your hand that Master Strike: Each player reveals an Hero or attack another Villain. • Put that Mastermind Tactic card into discards down to four cards. you didn’t play this turn. 8 Attack Special Ability TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. • Put the defeated Villain and any • Then draw 6 new cards from your deck. your Victory Pile. It’s worth several Bystanders it had captured into your • If you don’t 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 Bitter Captor Attack totals. A Mastermind is not truly defeated until all M a s t e r Mind tactic - Magneto Name cards you need. Card Number: LM102 You can only attack a Villain if you have four of their Mastermind Tactics cards have Card Name: Bitter Captor Card Type • Don’t shuffle your discard pile into a new Character Name: Mastermind Tactic - Magneto at least as much Attack as the Villain’s 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. 8 Attack Note: Defeating any Mastermind Tactic card TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. Special Ability 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 can’t KO a Wound, since Wounds aren’t 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 aren’t 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 don’t gain that card and the game means put them into the KO pile on the you additional Victory Points at the end of continues. Don’t 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” don’t 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 you’ve Villains in the city – you have to defeat • “Healing: If you don’t 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 can’t do all of it, abilities that Hero produced. “gains” a particular card. That means put your turn wouldn’t have been very then do as much as you can. For example: • Getting some of your starting that card into that player’s discard pile. The good anyway. if a card tells you to KO two Bystanders S.H.I.E.L.D. Heroes KO’d is actually very player will draw that card in the future, • It’s 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 it’s 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 don’t 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 Running out of Cards in the Hero S.H.I.E.L.D. Heroes all count as “Heroes” very badly. When a player gains a Wound, “Your Heroes” & “Heroes for special abilities that talk about Heroes. take a Wound from the Wound Stack and Deck or Villain Deck You Have” If either of these decks runs out of cards So if you have to “KO one of your Heroes,” put it into that player’s discard pile. Wounds These phrases include both the cards in before the Scheme is completed, finish you can KO one of your S.H.I.E.L.D. Heroes don’t have any Recruit Points or Attack, so your hand and the cards you have played the turn, and then the players have if you want. S.H.I.E.L.D. Heroes are their when you draw Wounds in your hand, your this turn. The Heroes in your deck and successfully survived the Scheme, but they own color: Grey. Grey counts as its own hand is weaker than normal. discard pile don’t count. didn’t catch the Mastermind. As a result, color for cards that count the number • Some cards let you KO your wounds • For example, say you play Captain the game is a draw between good and evil. of colors you have. (Some of Captain so you don’t have to worry about them America’s “Perfect Teamwork” card. If The player with the most Victory Points America’s cards count the number of colors anymore. Some cards even turn Wounds you’ve played this card and two wins an individual victory. Be sure to get you have, for example.) to your benefit: when the 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 wouldn’t like him when Running out of Cards in , then Perfect Teamwork would Some card abilities tell you to “rescue he’s angry! Bystander, Wound, or S.H.I.E.L.D. make 4 Power, since you have four a Bystander.” This means take the top • Wound cards aren’t Heroes. If a card tells colors of Heroes. 15 Officer Stacks 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 Character Name: Captain America Team: Avengers Card Type: Strength Sabretooth. For Sabretooth’s “Fight” 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 don’t have to take a hates and fears them. The X-Men Heroes You get +1 for each color of Hero you have. Wound. You could also just choose to gain 0+ 4 Instinct Heroes use savagery and in the first set of Legendary are Cyclops, TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. the Wound if you really wanted, for quick reflexes to dominate combats. Some , Gambit, , , and example if you had lots of cards in your Instinct Heroes use 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 Card Number: LM71 “Villain gets -2 Power”Card Name: Sabretooth Covert Heroes include Heroes using day unlike any other, when Earth’s mightiest cards still in your hand. Character Name: Villain - Brotherhood Some cards reduce Villains’Level: trickery and deception to outwit their foes. heroes and heroines found themselves • For example, say you play Iron Man’s Power. A Villain’s Power can They also include Heroes making clever united against a common threat. On that “Arc Reactor” card. You’ll get extra never go below 0. battle plans and Heroes using subtle day, the Avengers were born—to 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, Fight: Each player reveals an Hero or gains a Wound. – Avengers Prologue. The Avengers Heroes Masterminds Don’t Escape: Same effect. but not for any other cards still in 5 Tech Heroes include Heroes using in the first set of Legendary are Black Widow, your hand. Count as “Villains” TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. Arc reActor advanced weaponry, incredible gadgets, Captain America, Hawkeye, Hulk, Iron Man, Iron Man Masterminds are so inventions, or next-generation and Thor. Card Number: LM35 powerful that they are far beyond regular Card Name: Arc Reactor Character Name: Iron Man science. Team: Avengers Card Type: Tech Super Villains. As a result, Masterminds don’t count as mere “Villains”, and special S.H.I.E.L.D.: The “Strategic Hazard abilities that only affect Villains won’t Ranged Heroes like to blow things Intervention Espionage Logistics affect Masterminds. For example, the up. Some Ranged Heroes use inherent Directorate” is a military and

: You get +1 for each other superpowers to blast things, while others espionage organization led by Director Hero you played this turn. Scheme “Bank Robbery Hostage Crisis” 3+ 5 says “Each Villain gets use energy beams, elemental , and Nick . It works behind the scenes to TM & ©2012 Marvel & Subs. ©2012 UDC, Inc. +1 for each Bystander it has. mental assaults. stop superpowered Villains before they get Masterminds don’t get this bonus. out of hand. The S.H.I.E.L.D. Heroes in the “Reveal an X-Men Hero or Gain Basic Heroes include all the starting first set of Legendary are 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 “ of the Skrull Officers. They are Heroes in their own way, other players that you have it. You don’t Shapeshifters” but they don’t 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, 17 competitive (with players competing to 18 get the most Victory Points). Some play Challenge Mode Effect you begin. Instead just tell people the • Mastermind - Ignore the Mastermind’s groups like to focus on cooperating. Other overall theme and goal of the game, “Always Leads” ability. groups focus on competing. And some Add an extra Scheme pointing to the different elements as you • Scheme - Use any Scheme except groups do a little of both. Some players Heroic Mode Twist to the Villain mention them. You can use your own Super Hero Civil and Negative even start out competing, and then switch Deck. words, or say something like this: Zone Prison Breakout. to cooperating more and more as the Add two extra Scheme • Villain Deck: Use these cards: Mastermind gets closer to victory. This “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 matches a lot of Marvel storylines! Deck. •3 Henchman cards from the same of basic Heroes. Over time, we’re going to Henchman Group Adjusting Difficulty Add three extra recruit these awesome Super Heroes, fight Super Villains, and eventually take down the •1 Bystander Some play groups like an easier challenge Legendary Mode Scheme Twists to the •1 Master Strike when introducing new or younger players Villain Deck. evil Mastermind. There are different Heroes and a different Mastermind every time you •The normal number of Scheme or after the Mastermind wins. Other Distracted The Mastermind gets play. This time it’s Red Skull. If we beat Red Twists listed on the Scheme Special groups like to face tougher and tougher Mastermind -1 Power. Skull four times, then we all win as a team, Solo Rules challenges. One way to adjust the difficulty Maniacal The Mastermind gets and the person who scores the most Victory Whenever you complete a Scheme Twist level is choosing which cards to use in your Points is the individual winner. But while effect, KO a Hero from the HQ of cost 6 or less. next game: Mastermind +1 Power. we’re playing, the game is fighting back. • Mastermind Enraged The Mastermind gets Red Skull is trying to accomplish this evil Scoring The Masterminds with higher Power Mastermind +2 Power. Scheme, “Unleash the Power of the Cosmic are much harder to beat. This is the Cube.” If he does, then evil wins, and all of us 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: easiest way to adjust difficulty. Mastermind +3 Power. • Scheme Everybody shuffle your deck and draw six • -4 for each Bystander carried away by You will find that some Schemes are Nightmare The Mastermind gets cards. I’ll go first.” escaping Villains • -3 for each Scheme Twist that occurred more difficult than others. Some Mastermind +4 Power. Then just take your first turn, explaining Schemes are especially difficult in • -1 for each Villain that escaped All-Powerful The Mastermind gets what you do as you do it. You don’t need Write down your score and which Heroes combination with certain Mastermind +5 Power. to explain what Bystanders or Scheme Masterminds or Villain Groups. and Scheme and Mastermind you used. Twists or Master Strikes do until they Compete to get better scores against • Villain Groups If you want to give newer or younger come up. This method gets people into Some Villain Groups are tougher than that Mastermind and Scheme with players a boost to help them compete with the action quickly, and everyone will different Heroes! others. For example, the Enemies of veteran players, you can replace some of figure it out as they go. are especially tough, while the the S.H.I.E.L.D. Agents with S.H.I.E.L.D. HYDRA Villain Group is much easier. Officers in the new players’ starting decks. Final Showdown (Optional) Solo Play When a player defeats the fourth If you are seeking even greater challenges, 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 you can also play these especially single player. Here are the adjustments their turn and draws six cards as normal. dangerous Challenge Modes. You can you need: Then it’s time for the Final Showdown even combine the extra Scheme Twist How to Teach the Game Solo Setup between the players and the Mastermind! modes with the extra powerful 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 modes. See if you can beat them all! game is just to start playing it. There’s no Heroes. “Showdown Turn,” starting with the player need to explain every single detail before 19 42 cards in total. on the left of the player who defeated the20 fourth Mastermind Tactic. Game Contents Credits In a Showdown Turn, you don’t play the Rulebook, game board and 560 cards: Game Design and Card Set Design: Devin Low top Villain card, you don’t recruit Heroes, • 14 cards for each of 15 different Heroes and you don’t 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, Lautzenheiser, normal, and producing Recruit Points common) Nick Leslie, Mark Shaunessy. and Attack as normal. • 8 cards for each of 7 different Villain Brand Management: Jason Brenner • Add together all the Recruit Points and Groups (56 cards) Attack you produce into a single, big • 10 cards for each of 4 different Graphic Design: Krista Timberlake, Brian Bateman. Showdown Total. Production: Mike Eggleston, Krista Timberlake, • Don’t draw a new hand at the end of Henchmen Villain Groups (40 cards) • 40 S.H.I.E.L.D. Agents Marsha Weddle, Gordon Tucker, Rudy Diaz, your Showdown Turn. 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 Showdown! That player puts the actual Product Management: Bubby Johanson 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 Tactics (20 cards) Victory Points. When the Final Showdown 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, Brandon Bozzi, Jason Brenner, Max Clendenning, with the most Victory Points in their • 60 Dividers Victory Pile wins an individual victory and Sean Dawson, Skaff Elias, James Ernest, Marty is the most legendary hero of all! Forbeck, Matt Forbeck, Richard Garfield, Rob Use the dividers in the 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 it’s 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. A Deck Building Game

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